Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Aug. 31, 2018 | Sep. 27, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | PROGRESS SOFTWARE CORP /MA | |
Entity Central Index Key | 876,167 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --11-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding (in shares) | 44,902,607 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 98,697 | $ 133,464 |
Short-term investments | 39,184 | 50,145 |
Total cash, cash equivalents and short-term investments | 137,881 | 183,609 |
Accounts receivable (less allowances of $701 and $676, respectively) | 45,817 | 61,210 |
Other current assets | 13,696 | 18,588 |
Total current assets | 197,394 | 263,407 |
Property and equipment, net | 42,689 | 42,261 |
Intangible assets, net | 67,712 | 94,894 |
Goodwill | 314,951 | 315,041 |
Deferred tax assets | 876 | 1,123 |
Other assets | 1,810 | 1,992 |
Total assets | 625,432 | 718,718 |
Current liabilities: | ||
Current portion of long-term debt, net | 5,819 | 5,819 |
Accounts payable | 8,299 | 9,000 |
Accrued compensation and related taxes | 17,534 | 32,373 |
Dividends payable to shareholders | 6,324 | 6,619 |
Income taxes payable | 2,889 | 1,173 |
Other accrued liabilities | 15,498 | 20,496 |
Short-term deferred revenue | 131,854 | 132,538 |
Total current liabilities | 188,217 | 208,018 |
Long-term debt, net | 111,725 | 116,090 |
Long-term deferred revenue | 12,975 | 9,750 |
Deferred tax liabilities | 1,323 | 2,809 |
Other noncurrent liabilities | 5,720 | 5,967 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value; authorized, 10,000,000 shares; issued, none | 0 | 0 |
Common stock, $0.01 par value, and additional paid-in capital; authorized, 200,000,000 shares; issued and outstanding, 45,133,361 shares in 2018 and 47,281,035 shares in 2017 | 263,255 | 249,836 |
Retained earnings | 68,329 | 145,247 |
Accumulated other comprehensive loss | (26,112) | (18,999) |
Total shareholders’ equity | 305,472 | 376,084 |
Total liabilities and shareholders’ equity | $ 625,432 | $ 718,718 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Assets | ||
Allowance for accounts receivable | $ 701 | $ 676 |
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 45,133,361 | 47,281,035 |
Common stock, shares outstanding (in shares) | 45,133,361 | 47,281,035 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Revenue: | ||||
Total revenue | $ 95,683 | $ 97,310 | $ 285,832 | $ 281,493 |
Costs of revenue: | ||||
Amortization of acquired intangibles | 5,509 | 5,768 | 17,226 | 14,129 |
Total costs of revenue | 16,696 | 18,075 | 50,242 | 51,200 |
Gross profit | 78,987 | 79,235 | 235,590 | 230,293 |
Operating expenses: | ||||
Sales and marketing | 21,752 | 23,159 | 64,838 | 70,116 |
Product development | 19,338 | 19,620 | 59,405 | 55,745 |
General and administrative | 12,218 | 11,164 | 35,670 | 33,338 |
Amortization of acquired intangibles | 3,319 | 3,319 | 9,956 | 9,721 |
Fees related to shareholder activist | 0 | 0 | 1,472 | 0 |
Restructuring expense | 135 | 923 | 2,382 | 18,724 |
Acquisition-related expenses | 42 | 751 | 128 | 844 |
Total operating expenses | 56,804 | 58,936 | 173,851 | 188,488 |
Income from operations | 22,183 | 20,299 | 61,739 | 41,805 |
Other (expense) income, net: | ||||
Interest expense | (1,337) | (1,221) | (3,774) | (3,455) |
Interest income and other, net | 322 | 239 | 961 | 717 |
Foreign currency (loss) gain, net | (946) | (418) | (2,017) | (1,561) |
Total other (expense) income, net | (1,961) | (1,400) | (4,830) | (4,299) |
Income before income taxes | 20,222 | 18,899 | 56,909 | 37,506 |
Provision for income taxes | 3,476 | 7,727 | 11,848 | 16,518 |
Net income | $ 16,746 | $ 11,172 | $ 45,061 | $ 20,988 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.37 | $ 0.23 | $ 0.99 | $ 0.43 |
Diluted (in dollars per share) | $ 0.37 | $ 0.23 | $ 0.97 | $ 0.43 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 45,130 | 48,071 | 45,730 | 48,342 |
Diluted (in shares) | 45,576 | 48,370 | 46,380 | 48,631 |
Cash dividends declared per common share (in dollars per share) | $ 0.14 | $ 0.125 | $ 0.42 | $ 0.375 |
Software licenses | ||||
Revenue: | ||||
Total revenue | $ 27,204 | $ 28,529 | $ 78,986 | $ 78,443 |
Costs of revenue: | ||||
Cost of maintenance and services | 1,077 | 1,337 | 3,571 | 4,347 |
Maintenance and services | ||||
Revenue: | ||||
Total revenue | 68,479 | 68,781 | 206,846 | 203,050 |
Costs of revenue: | ||||
Cost of maintenance and services | $ 10,110 | $ 10,970 | $ 29,445 | $ 32,724 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 16,746 | $ 11,172 | $ 45,061 | $ 20,988 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (1,950) | 5,920 | (7,137) | 11,291 |
Unrealized gains on investments, net of tax provision of $18 and $57 for the third quarter and first nine months of 2018, respectively and $17 and $62 for the third quarter and first nine months of 2017, respectively | 52 | 27 | 24 | 105 |
Total other comprehensive (loss) income, net of tax | (1,898) | 5,947 | (7,113) | 11,396 |
Comprehensive income | $ 14,848 | $ 17,119 | $ 37,948 | $ 32,384 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax provision included in accumulated unrealized losses on investments | $ 18 | $ 17 | $ 57 | $ 62 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 45,061 | $ 20,988 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 5,158 | 5,794 |
Amortization of intangibles and other | 28,489 | 25,530 |
Stock-based compensation | 14,716 | 9,559 |
Loss on disposal of property | 201 | 186 |
Deferred income taxes | (1,487) | 3,518 |
Excess tax benefit from stock plans | 0 | (403) |
Allowances for accounts receivable | 140 | 53 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 15,017 | 15,769 |
Other assets | 4,465 | 3,783 |
Accounts payable and accrued liabilities | (20,290) | (10,971) |
Income taxes payable | 1,575 | 759 |
Deferred revenue | 3,980 | (1,394) |
Net cash flows from operating activities | 97,025 | 73,171 |
Cash flows from (used in) investing activities: | ||
Purchases of investments | (8,258) | (30,482) |
Sales and maturities of investments | 18,495 | 25,904 |
Purchases of property and equipment | (5,968) | (865) |
Payments for acquisitions, net of cash acquired | 0 | (77,149) |
Proceeds from sale of property, plant and equipment, net | 0 | 1,557 |
Net cash flows from (used in) investing activities | 4,269 | (81,035) |
Cash flows used in financing activities: | ||
Proceeds from stock-based compensation plans | 7,943 | 7,245 |
Payments for taxes related to net share settlements of equity awards | (1,942) | (2,369) |
Repurchases of common stock | (110,000) | (43,936) |
Excess tax benefit from stock plans | 0 | 403 |
Dividend payments to shareholders | (19,472) | (18,151) |
Payment of long-term debt | (4,641) | (11,250) |
Net cash flows used in financing activities | (128,112) | (68,058) |
Effect of exchange rate changes on cash | (7,949) | 13,643 |
Net decrease in cash and cash equivalents | (34,767) | (62,279) |
Cash and cash equivalents, beginning of period | 133,464 | 207,036 |
Cash and cash equivalents, end of period | 98,697 | 144,757 |
Supplemental disclosure: | ||
Cash paid for income taxes, net of refunds of $889 in 2018 and $3,584 in 2017 | 7,515 | 10,469 |
Cash paid for interest | 3,096 | 2,703 |
Non-cash investing and financing activities: | ||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested | 9,546 | 13,833 |
Dividends declared | $ 6,324 | $ 5,975 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2017 | |
Statement of Cash Flows [Abstract] | ||
Proceeds from income tax refunds | $ 889 | $ 3,584 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Company Overview - Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") offers the leading platform for developing and deploying strategic business applications. We enable customers and partners to deliver modern, high-impact digital experiences with a fraction of the effort, time and cost. Progress offers powerful tools for easily building adaptive user experiences across any type of device or touchpoint, award-winning machine learning that enables cognitive capabilities to be a part of any application, the flexibility of a serverless cloud to deploy modern apps, business rules, web content management, plus leading data connectivity technology. Over 1,700 independent software vendors, 100,000 enterprise customers, and 2 million developers rely on Progress to power their applications. Our products are generally sold as perpetual licenses, but certain products also use term licensing models and our cloud-based offerings use a subscription-based model. More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally application partners and original equipment manufacturers ("OEMs"). Application partners are ISVs that develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology. OEMs are companies that embed our products into their own software products or devices. We operate in North America and Latin America (the "Americas"); Europe, the Middle East and Africa ("EMEA"); and the Asia Pacific region, through local subsidiaries as well as independent distributors. Basis of Presentation and Significant Accounting Policies - We prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements and these unaudited financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2017 , as amended ("Annual Report"). We made no material changes in the application of our significant accounting policies that were disclosed in our Annual Report. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year. Recent Accounting Pronouncements - In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 amends current guidance to align the accounting for costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs associated with developing or obtaining internal-use software. Capitalized implementation costs must be expensed over the term of the hosting arrangement and presented in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement. The guidance in ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently accounting for costs incurred in a cloud computing arrangement in accordance with the guidance provided in ASU 2018-15. In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). ASU 2018-02 gives entities the option to reclassify the disproportionate income tax effects ("stranded tax effects") caused by the newly-enacted US Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The update also requires new disclosures, some of which are applicable for all entities. The guidance in ASU 2018-02 is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently considering whether to adopt the optional reclassification of the stranded tax effects and evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations. In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). ASU 2017-12 intends to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The guidance in ASU 2017-12 is required for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 amends Topic 350 to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. This update requires the performance of an annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The guidance in ASU 2017-04 is required for annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently considering whether to adopt this update prior to the required adoption date. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Under current GAAP, the recognition of current and deferred income taxes for an intra-entity transfer are prohibited until the asset has been sold to an outside party. The amendments in ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of the adoption of this update on our consolidated financial position, results of operations, and disclosure requirements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 is intended to simplify various aspects of the accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance in ASU 2016-09 is required for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The standard requires, on a prospective basis, the recognition of all excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of operations and the tax effect of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. The excess tax benefits and tax deficiencies should not be considered in an entity's calculation of its annual estimated effective tax rate and, as excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method to calculate diluted earnings per share should exclude such excess tax benefits. Further, on either a prospective or retrospective basis, excess tax benefits should be classified as operating activities in the statement of cash flows. The standard also provides entities the option to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur, which is to be applied in accordance with a modified retrospective transition. Additionally, the standard updates the threshold to qualify for equity classification for minimum statutory tax withholding requirements by permitting an entity to withhold up to the maximum statutory rates in the applicable jurisdictions, applied on a modified retrospective basis. Finally, the standard requires that cash paid by an employer to a taxing authority when directly withholding shares for tax withholding purposes be classified as a financing activity in the statement of cash flows, applied retrospectively. We adopted this standard at the beginning of the first quarter of fiscal year 2018 and elected to classify excess tax benefits as operating activities on a prospective basis in the condensed consolidated statement of cash flows. As such, the prior period condensed consolidated statement of cash flows was not adjusted. We also elected to account for forfeitures as they occur and recorded a cumulative-effect adjustment of $0.6 million to retained earnings during the period of adoption. The adoption of ASU 2016-09 did not have a material impact on our consolidated financial position, results of operations, and cash flows. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires lessees to record most leases on their balance sheets, recognizing a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The guidance in ASU 2016-02 is required for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We currently expect that most of our operating lease commitments will be subject to the update and recognized as operating lease liabilities and right-of-use assets upon adoption. However, we are currently evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance provided in Topic 606 requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers , which requires the deferral of incremental costs of obtaining a contract with a customer. This new guidance was initially effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016 and early adoption was not permitted. However, in July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the effective date for the Company will be December 1, 2018. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. The Company currently plans to adopt this ASU in accordance with the full retrospective approach, effective December 1, 2018. Fiscal year 2019 quarterly results, and comparative prior periods, will be prepared in accordance with ASC Topic 606. The first Annual Report on Form 10-K issued in accordance with ASC Topic 606 will be for the period ended November 30, 2019. Management is currently assessing the impact the adoption of this standard will have on the Company’s consolidated financial statements, but anticipates that the revenue recognition related to accounting for the following transactions will be most impacted: • Revenue from term licenses with extended payment terms over the term of the agreement within our Data Connectivity and Integration segment - These transactions are typically recognized when the amounts are billed to the customer under current revenue recognition guidance. In accordance with ASU 2014-09, revenue from term license performance obligations is expected to be recognized upon delivery and revenue from maintenance performance obligations is expected to be recognized over the contract term. To the extent the Company enters into future term licenses with extended payment terms after the adoption of ASU 2014-09, revenue from term licenses with extended payment terms will be recognized prior to the customer being billed and the Company will recognize an unbilled receivable on the balance sheet. Accordingly, the recognition of license revenue will be accelerated under ASU 2014-09 as the Company currently does not recognize revenue until the amounts have been billed to the customer. • Revenue from transactions with multiple elements within our Application Development and Deployment segment (i.e., sales of perpetual licenses with maintenance and/or support) - These transactions are currently recognized ratably over the associated maintenance period as the Company does not have vendor specific objective evidence ("VSOE") for maintenance or support. Under ASU 2014-09, the requirement to have VSOE for undelivered elements that exists under current guidance is eliminated. Accordingly, the Company will recognize a portion of the sales price as revenue upon delivery of the license instead of recognizing the entire sales price ratably over the maintenance period. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 9 Months Ended |
Aug. 31, 2018 | |
Investments and Cash [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments A summary of our cash, cash equivalents and available-for-sale investments at August 31, 2018 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 92,827 $ — $ — $ 92,827 Money market funds 5,870 — — 5,870 State and municipal bond obligations 24,349 — (125 ) 24,224 U.S. treasury bonds 6,715 — (25 ) 6,690 Corporate bonds 8,332 — (62 ) 8,270 Total $ 138,093 $ — $ (212 ) $ 137,881 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2017 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 130,547 $ — $ — $ 130,547 Money market funds 2,917 — — 2,917 State and municipal bond obligations 40,458 — (231 ) 40,227 U.S. treasury bonds 3,517 — (26 ) 3,491 Corporate bonds 6,463 — (36 ) 6,427 Total $ 183,902 $ — $ (293 ) $ 183,609 Such amounts are classified on our condensed consolidated balance sheets as follows (in thousands): August 31, 2018 November 30, 2017 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 92,827 $ — $ 130,547 $ — Money market funds 5,870 — 2,917 — State and municipal bond obligations — 24,224 — 40,227 U.S. treasury bonds — 6,690 — 3,491 Corporate bonds — 8,270 — 6,427 Total $ 98,697 $ 39,184 $ 133,464 $ 50,145 The fair value of debt securities by contractual maturity is as follows (in thousands): August 31, November 30, Due in one year or less $ 26,209 $ 22,333 Due after one year (1) 12,975 27,812 Total $ 39,184 $ 50,145 (1) Includes state and municipal bond obligations, U.S. treasury bonds, and corporate bonds, which are securities representing investments available for current operations and are classified as current on the condensed consolidated balance sheets. We did no t hold any investments with continuous unrealized losses as of August 31, 2018 or November 30, 2017 . |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Aug. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We generally use forward contracts that are not designated as hedging instruments to hedge economically the impact of the variability in exchange rates on intercompany accounts receivable and loans receivable denominated in certain foreign currencies. We generally do not hedge the net assets of our international subsidiaries. All forward contracts are recorded at fair value on the consolidated balance sheets at the end of each reporting period and expire from 30 days to one year . At August 31, 2018 , $1.8 million was recorded in other accrued liabilities on the condensed consolidated balance sheet. At November 30, 2017 , $0.2 million and $0.2 million was recorded in other accrued liabilities and other assets , respectively, on the consolidated balance sheet. In the three and nine months ended August 31, 2018 , realized and unrealized losses of $1.0 million and $4.1 million , respectively, from our forward contracts were recognized in foreign currency (loss) gain, net , on the condensed consolidated statements of operations. In the three and nine months ended August 31, 2017 , realized and unrealized gains of $5.2 million and $9.6 million , respectively, from our forward contracts were recognized in foreign currency (loss) gain, net on the condensed consolidated statements of operations. The losses and gains were substantially offset by realized and unrealized gains and losses on the offsetting positions. The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): August 31, 2018 November 30, 2017 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 149,204 $ (1,806 ) $ 119,192 $ (27 ) Forward contracts to purchase U.S. dollars — — 462 — Total $ 149,204 $ (1,806 ) $ 119,654 $ (27 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Aug. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at August 31, 2018 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 5,870 $ 5,870 $ — $ — State and municipal bond obligations 24,224 — 24,224 — U.S. treasury bonds 6,690 — 6,690 — Corporate bonds 8,270 — 8,270 — Liabilities Foreign exchange derivatives $ (1,806 ) $ — $ (1,806 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2017 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 2,917 $ 2,917 $ — $ — State and municipal bond obligations 40,227 — 40,227 — U.S. treasury bonds 3,491 — 3,491 — Corporate bonds 6,427 — 6,427 — Liabilities Foreign exchange derivatives $ (27 ) $ — $ (27 ) $ — When developing fair value estimates, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices to measure fair value. The valuation technique used to measure fair value for our Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. We did not have any nonrecurring fair value measurements during the nine months ended August 31, 2018 . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Aug. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible Assets Intangible assets are comprised of the following significant classes (in thousands): August 31, 2018 November 30, 2017 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 154,301 $ (105,451 ) $ 48,850 $ 154,301 $ (88,224 ) $ 66,077 Customer-related 67,802 (54,024 ) 13,778 67,802 (46,230 ) 21,572 Trademarks and trade names 17,740 (12,656 ) 5,084 17,740 (10,495 ) 7,245 Total $ 239,843 $ (172,131 ) $ 67,712 $ 239,843 $ (144,949 ) $ 94,894 In the three and nine months ended August 31, 2018 , amortization expense related to intangible assets was $8.8 million and $27.2 million , respectively. In the three and nine months ended August 31, 2017 , amortization expense related to intangible assets was $9.1 million and $23.9 million , respectively. Future amortization expense for intangible assets as of August 31, 2018 , is as follows (in thousands): Remainder of 2018 $ 8,873 2019 34,932 2020 10,152 2021 10,033 2022 3,722 Total $ 67,712 Goodwill Changes in the carrying amount of goodwill in the nine months ended August 31, 2018 are as follows (in thousands): Balance, November 30, 2017 $ 315,041 Translation adjustments (90 ) Balance, August 31, 2018 $ 314,951 Changes in the goodwill balances by reportable segment in the nine months ended August 31, 2018 are as follows (in thousands): November 30, 2017 Translation adjustments August 31, 2018 OpenEdge $ 249,036 $ (90 ) $ 248,946 Data Connectivity and Integration 19,040 — 19,040 Application Development and Deployment 46,965 — 46,965 Total goodwill $ 315,041 $ (90 ) $ 314,951 During the quarter ending August 31, 2018 , no triggering events occurred that would indicate that it is more likely than not that the carrying values of any of our reporting units exceeded their fair values. |
Business Combinations
Business Combinations | 9 Months Ended |
Aug. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Kinvey Acquisition On June 1, 2017, we acquired by merger 100% of the outstanding securities of Kinvey for an aggregate sum of $49.2 million , which includes approximately $0.3 million held-back from the founder of Kinvey as an incentive to remain with the Company for at least two years following the acquisition. The $0.3 million held-back is being recorded to expense over the service period. Kinvey allows developers to set up, use, and operate a serverless cloud backend for any native, hybrid, web, or IoT app built using any development tools. The acquisition was accounted for as a business combination, and accordingly, the results of operations of Kinvey are included in our operating results as part of the OpenEdge business segment from the date of acquisition. We paid the purchase price in cash from available funds. The total consideration, less the $0.3 million held-back discussed above, which is considered to be a compensation arrangement, was allocated to Kinvey's tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The excess of the total consideration, less the amount held-back from the founder, over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The allocation of the purchase price was completed in the fourth quarter of fiscal year 2017 upon the finalization of our valuation of identifiable intangible assets and deferred taxes. The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ (963 ) Property, plant and equipment 26 Purchased technology 22,100 5 Years Trade name 1,800 5 Years Customer relationships 100 5 Years Net deferred tax assets 1,465 Goodwill 24,351 Net assets acquired $ 48,879 The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. Deferred taxes include deferred tax liabilities resulting from the tax effects of fair value adjustments related to identifiable intangible assets, which are more than offset by the value of deferred tax assets acquired from Kinvey. Tangible assets acquired and assumed liabilities were recorded at fair value. We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $24.4 million of goodwill, which is not deductible for tax purposes. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) are not included as a component of consideration paid, but are required to be expensed as incurred. We incurred minimal acquisition-related costs during the three and nine months ended August 31, 2018 , which are included in acquisition-related expenses on our condensed consolidated statements of operations. We have not disclosed the amount of revenues and earnings of Kinvey since acquisition, nor pro forma financial information, as those amounts are not significant to our consolidated financial statements. DataRPM Acquisition On March 1, 2017, we acquired by merger 100% of the outstanding securities of DataRPM for an aggregate sum of $30.0 million . Approximately $1.7 million of the purchase price was paid to DataRPM’s founders in the form of restricted stock units, subject to a two -year vesting schedule and continued employment. DataRPM is a leader in cognitive predictive maintenance for the industrial IoT ("IIoT") market. The acquisition was accounted for as a business combination, and accordingly, the results of operations of DataRPM are included in our operating results as part of the OpenEdge business segment from the date of acquisition. We paid the purchase price in cash from available funds. The total consideration, less the fair value of the granted restricted stock units discussed above, which are considered compensation arrangements, was allocated to DataRPM’s tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The excess of the total consideration, less the fair value of the restricted stock units, over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The allocation of the purchase price was completed in the fourth quarter of fiscal year 2017 upon the finalization of our valuation of identifiable intangible assets and deferred taxes. The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ (174 ) Property, plant and equipment 68 Purchased technology 19,900 5 Years Trade name 800 5 Years Customer relationships 100 5 Years Deferred taxes (5,006 ) Goodwill 12,583 Net assets acquired $ 28,271 The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. Deferred taxes include deferred tax liabilities resulting from the tax effects of fair value adjustments related to identifiable intangible assets, partially offset by the fair value of deferred tax assets acquired from DataRPM. Tangible assets acquired and assumed liabilities were recorded at fair value. We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $12.6 million of goodwill, which is not deductible for tax purposes. As discussed above, approximately $1.7 million of the total consideration was paid to DataRPM’s founders in restricted stock units, subject to a vesting schedule and continued employment. We concluded that the restricted stock units are compensation arrangements and we are recognizing stock-based compensation expense in accordance with the vesting schedule over the service period of the awards, which is two -years. During the three months ended August 31, 2018 , we incurred minimal stock-based compensation expense related to these restricted stock units. During the nine months ended August 31, 2018 , as a result of the termination of employment of one of the founders, we recorded a minimal credit to stock-based compensation expense related to forfeitures. These amounts are included in operating expenses on our condensed consolidated statements of operations. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) are not included as a component of consideration transferred, but are required to be expensed as incurred. We did not incur any acquisition-related costs during the three and nine months ended August 31, 2018 and do not expect to incur additional material costs with respect to this acquisition. We have not disclosed the amount of revenues and earnings of DataRPM since acquisition, nor pro forma financial information, as those amounts are not significant to our consolidated financial statements. |
Term Loan and Line of Credit
Term Loan and Line of Credit | 9 Months Ended |
Aug. 31, 2018 | |
Line of Credit Facility [Abstract] | |
Term Loan and Line of Credit | Term Loan and Line of Credit Our credit agreement provides for a $123.8 million secured term loan and a $150.0 million secured revolving credit facility. The revolving credit facility may be made available in U.S. Dollars and certain other currencies and may be increased by up to an additional $125.0 million if the existing or additional lenders are willing to make such increased commitments. The revolving credit facility has sublimits for swing line loans up to $25.0 million and for the issuance of standby letters of credit in a face amount up to $25.0 million . We expect to use the revolving credit facility for general corporate purposes, including acquisitions of other businesses, and may also use it for working capital. The credit facility matures on November 20, 2022 , when all amounts outstanding will be due and payable in full. The revolving credit facility does not require amortization of principal. The outstanding balance of the term loan as of August 31, 2018 was $119.1 million , with $6.2 million due in the next 12 months. The term loan requires repayment of principal at the end of each fiscal quarter, beginning with the fiscal quarter ended February 28, 2018 . The principal repayment amounts are in accordance with the following schedule: (i) eight payments of $1.5 million each, (ii) four payments of $2.3 million each, (iii) four payments of $3.1 million each, (iv) three payments of $3.9 million each, and (v) the last payment is of the remaining principal amount. Any amounts outstanding under the term loan thereafter would be due on the maturity date. The term loan may be prepaid before maturity in whole or in part at our option without penalty or premium. As of August 31, 2018 , the carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. The interest rate of the credit facility as of August 31, 2018 was 3.63% . Costs incurred to obtain our long-term debt of $1.8 million are recorded as debt issuance costs as a direct deduction from the carrying value of the debt liability on our condensed consolidated balance sheets as of August 31, 2018 . These costs are being amortized over the term of the debt agreement using the effective interest rate method. Amortization expense related to the debt issuance costs of $0.1 million for the three months ended August 31, 2018 and August 31, 2017 and $0.3 million for the nine months ended August 31, 2018 and August 31, 2017 , respectively, is recorded in interest expense on our condensed consolidated statements of operations. Revolving loans may be borrowed, repaid, and reborrowed until November 20, 2022 , at which time all amounts outstanding must be repaid. As of August 31, 2018 , there were no amounts outstanding under the revolving line and $1.3 million of letters of credit. As of August 31, 2018 , aggregate principal payments of long-term debt for the next five years are (in thousands): Remainder of 2018 $ 1,546 2019 6,188 2020 9,281 2021 12,375 2022 89,719 Total $ 119,109 |
Common Stock Repurchases
Common Stock Repurchases | 9 Months Ended |
Aug. 31, 2018 | |
Common Stock Repurchases [Abstract] | |
Common Stock Repurchases | Common Stock Repurchases In the three and nine months ended August 31, 2018 , we repurchased and retired 0.5 million shares of our common stock for $20.0 million and 2.6 million shares for $110.0 million , respectively. In the three and nine months ended August 31, 2017 , we repurchased and retired 0.6 million shares for $19.0 million and 1.5 million shares for $43.9 million , respectively. The shares were repurchased in all periods as part of our Board of Directors authorized share repurchase program. In September 2017, our Board of Directors increased our total share repurchase authorization to $250.0 million . As of August 31, 2018 , there was $110.0 million remaining under this current authorization. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Aug. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards, less the present value of expected dividends, measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model. During fiscal years 2016 and 2017, we granted performance-based restricted stock units that include a three -year market condition under a Long-Term Incentive Plan (“LTIP”) where the performance measurement period is three years . Vesting of the LTIP awards is based on our level of attainment of specified total shareholder return ("TSR") targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods and is also subject to the continued employment of the grantees. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model. During the first quarter of fiscal year 2018, we granted performance-based restricted stock units that include two performance metrics under the LTIP where the performance measurement period is three years. Vesting of the 2018 LTIP awards is as follows: (i) 50% is based on the three -year market condition as described above (TSR), and (ii) 50% is based on achievement of a three -year cumulative performance condition (operating income). In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model for the market condition portion of the award, and used the closing price of our common stock on the date of grant, less the present value of expected dividends, for the portion related to the performance condition. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally 4 years for options and 3 years for restricted stock units. We recognize stock-based compensation expense related to our employee stock purchase plan using an accelerated attribution method. The following table provides the classification of stock-based compensation as reflected on our condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended August 31, August 31, August 31, August 31, Cost of maintenance and services $ (96 ) $ 239 $ 419 $ 790 Sales and marketing 762 808 2,127 1,371 Product development 1,744 1,645 5,774 2,699 General and administrative 2,156 1,604 6,396 4,699 Total stock-based compensation $ 4,566 $ 4,296 $ 14,716 $ 9,559 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Aug. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table summarizes the changes in accumulated balances of other comprehensive loss during the nine months ended August 31, 2018 (in thousands): Foreign Currency Translation Adjustment Unrealized (Losses) Gains on Investments Accumulated Other Comprehensive Loss Balance, December 1, 2017 $ (18,770 ) $ (229 ) $ (18,999 ) Other comprehensive loss before reclassifications, net of tax (7,137 ) 24 (7,113 ) Balance, August 31, 2018 $ (25,907 ) $ (205 ) $ (26,112 ) The tax effect on accumulated unrealized (losses) gains on investments was minimal as of August 31, 2018 and November 30, 2017 . |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Aug. 31, 2018 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Restructuring Charges The following table provides a summary of activity for our restructuring actions, which are detailed further below (in thousands): Excess Employee Severance and Related Benefits Total Balance, December 1, 2017 $ 570 $ 3,556 $ 4,126 Costs incurred 1,132 1,250 2,382 Cash disbursements (1,172 ) (4,752 ) (5,924 ) Translation adjustments and other 45 10 55 Balance, August 31, 2018 $ 575 $ 64 $ 639 During fiscal year 2017, we undertook certain operational restructuring initiatives intended to significantly reduce annual costs. As part of this action, management committed to a new strategic plan highlighted by a new product strategy and a streamlined operating approach. To execute these operational restructuring initiatives, we reduced our global workforce by over 20% . These workforce reductions occurred in substantially all functional units and across all geographies in which we operate. We also consolidated offices in various locations during fiscal year 2017 and fiscal year 2018. We expect to incur additional expenses related to facility closures as part of this restructuring action through fiscal year 2019, but we do not expect these additional costs to be material. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation), facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions, and other costs, which include asset impairment charges. As part of this fiscal year 2017 restructuring, for the three and nine months ended August 31, 2018 , we incurred expenses of $0.1 million and $2.4 million , respectively, which are recorded in restructuring expenses on the condensed consolidated statements of operations. Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2019. The short-term portion of the restructuring reserve of $0.5 million is included in other accrued liabilities and the long-term portion of $0.1 million is included in other noncurrent liabilities on the condensed consolidated balance sheets at August 31, 2018 . |
Income Taxes
Income Taxes | 9 Months Ended |
Aug. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax provision for the third quarter of fiscal years 2018 and 2017 reflects our estimate of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events which are recorded in the period in which they occur. The estimates are reevaluated each quarter based on our estimated tax expense for the full fiscal year. Our effective income tax rate was 17% in the third quarter of fiscal year 2018 compared to 41% in the third quarter of fiscal year 2017, and 21% in the first nine months of fiscal year 2018 compared to 44% in the same period last year. The primary reason for the decrease in the effective rate is due to the enactment of tax reform in the United States in December 2017. During the first quarter of fiscal year 2018, the Tax Cuts and Jobs Act (the "Act") was enacted in the United States. The Act reduces the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and, effective fiscal year 2019, creates new taxes on certain foreign sourced earnings. In December 2017, the SEC issued SAB 118, which directs taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. As of August 31, 2018, we have not completed our accounting for the tax effects of enactment of the Act, however, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. As a result of the Act, we re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to changes in deferred tax amounts. During the first quarter of fiscal year 2018, we recognized a provisional tax benefit of $1.4 million related to the re-measurement of our U.S. deferred tax balances. During the third quarter of fiscal year 2018, we recognized an additional provisional tax benefit of $0.6 million related to the re-measurement of our U.S. deferred tax balances for the true-up of deferred tax assets and liabilities that we expect upon the filing of our fiscal year 2017 U.S. income tax return in the fourth quarter of fiscal year 2018. The one-time transition tax associated with the Act is based on our total post-1986 earnings and profits ("E&P") that we previously deferred from U.S. federal taxation. During the first quarter of fiscal year 2018, we made a provisional determination that we have an accumulated deficit in our foreign subsidiaries' E&P and thus do not have a transition tax associated with deferred foreign earnings related to the Act. We have not yet completed our calculation of the total post-1986 E&P for our foreign subsidiaries or the tax pools of our foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. Our Federal income tax returns have been examined or are closed by statute for all years prior to fiscal year 2015. Our state income tax returns have been examined or are closed by statute for all years prior to fiscal year 2013. Tax authorities for certain non-U.S. jurisdictions are also examining returns. With some exceptions, we are generally not subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal year 2012. |
Earnings per share
Earnings per share | 9 Months Ended |
Aug. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share We compute basic earnings per share using the weighted average number of common shares outstanding. We compute diluted earnings per share using the weighted average number of common shares outstanding plus the effect of outstanding dilutive stock options, restricted stock units and deferred stock units, using the treasury stock method. The following table sets forth the calculation of basic and diluted earnings per share on an interim basis (in thousands, except per share data): Three Months Ended Nine Months Ended August 31, August 31, August 31, August 31, Net income $ 16,746 $ 11,172 $ 45,061 $ 20,988 Weighted average shares outstanding 45,130 48,071 45,730 48,342 Dilutive impact from common stock equivalents 446 299 650 289 Diluted weighted average shares outstanding 45,576 48,370 46,380 48,631 Basic earnings per share $ 0.37 $ 0.23 $ 0.99 $ 0.43 Diluted earnings per share $ 0.37 $ 0.23 $ 0.97 $ 0.43 We excluded stock awards representing approximately 690,000 shares and 577,000 shares of common stock from the calculation of diluted earnings per share in the three and nine months ended August 31, 2018 , respectively, because these awards were anti-dilutive. In the three and nine months ended August 31, 2017 , we excluded stock awards representing 905,000 shares and 648,000 shares of common stock, respectively, from the calculation of diluted earnings per share as they were anti-dilutive. |
Business Segments and Internati
Business Segments and International Operations | 9 Months Ended |
Aug. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments and International Operations | Business Segments and International Operations Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. Our chief operating decision maker is our Chief Executive Officer. We operate as three distinct business segments: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment. We do not manage our assets or capital expenditures by segment or assign other income (expense) and income taxes to segments. We manage and report such items on a consolidated company basis. The following table provides revenue and contribution margin from our reportable segments and reconciles to our consolidated income before income taxes: Three Months Ended Nine Months Ended (In thousands) August 31, 2018 August 31, 2017 August 31, 2018 August 31, 2017 Segment revenue: OpenEdge $ 68,029 $ 68,135 $ 204,404 $ 198,533 Data Connectivity and Integration 7,597 8,987 20,989 22,911 Application Development and Deployment 20,057 20,188 60,439 60,049 Total revenue 95,683 97,310 285,832 281,493 Segment costs of revenue and operating expenses: OpenEdge 16,419 18,374 47,194 52,538 Data Connectivity and Integration 1,520 2,200 4,823 6,531 Application Development and Deployment 7,071 6,369 20,068 19,896 Total costs of revenue and operating expenses 25,010 26,943 72,085 78,965 Segment contribution margin: OpenEdge 51,610 49,761 157,210 145,995 Data Connectivity and Integration 6,077 6,787 16,166 16,380 Application Development and Deployment 12,986 13,819 40,371 40,153 Total contribution margin 70,673 70,367 213,747 202,528 Other unallocated expenses (1) 48,490 50,068 152,008 160,723 Income from operations 22,183 20,299 61,739 41,805 Other (expense) income, net (1,961 ) (1,400 ) (4,830 ) (4,299 ) Income before income taxes $ 20,222 $ 18,899 $ 56,909 $ 37,506 (1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: certain product development and corporate sales and marketing expenses, customer support, administration, amortization of acquired intangibles, stock-based compensation, fees related to shareholder activist, restructuring, and acquisition-related expenses. Our revenues are derived from licensing our products, and from related services, which consist of maintenance, hosting services, and consulting and education. Information relating to revenue from customers by revenue type is as follows (in thousands): Three Months Ended Nine Months Ended (In thousands) August 31, August 31, August 31, August 31, Software licenses $ 27,204 $ 28,529 $ 78,986 $ 78,443 Maintenance 60,566 60,536 184,368 179,572 Services 7,913 8,245 22,478 23,478 Total revenue $ 95,683 $ 97,310 $ 285,832 $ 281,493 In the following table, revenue attributed to North America includes sales to customers in the U.S. and sales to certain multinational organizations. Revenue from EMEA, Latin America and the Asia Pacific region includes sales to customers in each region plus sales from the U.S. to distributors in these regions. Information relating to revenue from external customers from different geographical areas is as follows (in thousands): Three Months Ended Nine Months Ended (In thousands) August 31, August 31, August 31, August 31, North America $ 52,212 $ 55,703 $ 154,676 $ 157,438 EMEA 33,422 31,830 101,769 92,320 Latin America 4,341 5,009 13,058 15,669 Asia Pacific 5,708 4,768 16,329 16,066 Total revenue $ 95,683 $ 97,310 $ 285,832 $ 281,493 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Aug. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies - We prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements and these unaudited financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2017 , as amended ("Annual Report"). We made no material changes in the application of our significant accounting policies that were disclosed in our Annual Report. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 amends current guidance to align the accounting for costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs associated with developing or obtaining internal-use software. Capitalized implementation costs must be expensed over the term of the hosting arrangement and presented in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement. The guidance in ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently accounting for costs incurred in a cloud computing arrangement in accordance with the guidance provided in ASU 2018-15. In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). ASU 2018-02 gives entities the option to reclassify the disproportionate income tax effects ("stranded tax effects") caused by the newly-enacted US Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The update also requires new disclosures, some of which are applicable for all entities. The guidance in ASU 2018-02 is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently considering whether to adopt the optional reclassification of the stranded tax effects and evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations. In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). ASU 2017-12 intends to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The guidance in ASU 2017-12 is required for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 amends Topic 350 to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. This update requires the performance of an annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The guidance in ASU 2017-04 is required for annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently considering whether to adopt this update prior to the required adoption date. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Under current GAAP, the recognition of current and deferred income taxes for an intra-entity transfer are prohibited until the asset has been sold to an outside party. The amendments in ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of the adoption of this update on our consolidated financial position, results of operations, and disclosure requirements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 is intended to simplify various aspects of the accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance in ASU 2016-09 is required for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The standard requires, on a prospective basis, the recognition of all excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of operations and the tax effect of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. The excess tax benefits and tax deficiencies should not be considered in an entity's calculation of its annual estimated effective tax rate and, as excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method to calculate diluted earnings per share should exclude such excess tax benefits. Further, on either a prospective or retrospective basis, excess tax benefits should be classified as operating activities in the statement of cash flows. The standard also provides entities the option to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur, which is to be applied in accordance with a modified retrospective transition. Additionally, the standard updates the threshold to qualify for equity classification for minimum statutory tax withholding requirements by permitting an entity to withhold up to the maximum statutory rates in the applicable jurisdictions, applied on a modified retrospective basis. Finally, the standard requires that cash paid by an employer to a taxing authority when directly withholding shares for tax withholding purposes be classified as a financing activity in the statement of cash flows, applied retrospectively. We adopted this standard at the beginning of the first quarter of fiscal year 2018 and elected to classify excess tax benefits as operating activities on a prospective basis in the condensed consolidated statement of cash flows. As such, the prior period condensed consolidated statement of cash flows was not adjusted. We also elected to account for forfeitures as they occur and recorded a cumulative-effect adjustment of $0.6 million to retained earnings during the period of adoption. The adoption of ASU 2016-09 did not have a material impact on our consolidated financial position, results of operations, and cash flows. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires lessees to record most leases on their balance sheets, recognizing a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The guidance in ASU 2016-02 is required for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We currently expect that most of our operating lease commitments will be subject to the update and recognized as operating lease liabilities and right-of-use assets upon adoption. However, we are currently evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance provided in Topic 606 requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers , which requires the deferral of incremental costs of obtaining a contract with a customer. This new guidance was initially effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016 and early adoption was not permitted. However, in July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the effective date for the Company will be December 1, 2018. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. The Company currently plans to adopt this ASU in accordance with the full retrospective approach, effective December 1, 2018. Fiscal year 2019 quarterly results, and comparative prior periods, will be prepared in accordance with ASC Topic 606. The first Annual Report on Form 10-K issued in accordance with ASC Topic 606 will be for the period ended November 30, 2019. Management is currently assessing the impact the adoption of this standard will have on the Company’s consolidated financial statements, but anticipates that the revenue recognition related to accounting for the following transactions will be most impacted: • Revenue from term licenses with extended payment terms over the term of the agreement within our Data Connectivity and Integration segment - These transactions are typically recognized when the amounts are billed to the customer under current revenue recognition guidance. In accordance with ASU 2014-09, revenue from term license performance obligations is expected to be recognized upon delivery and revenue from maintenance performance obligations is expected to be recognized over the contract term. To the extent the Company enters into future term licenses with extended payment terms after the adoption of ASU 2014-09, revenue from term licenses with extended payment terms will be recognized prior to the customer being billed and the Company will recognize an unbilled receivable on the balance sheet. Accordingly, the recognition of license revenue will be accelerated under ASU 2014-09 as the Company currently does not recognize revenue until the amounts have been billed to the customer. • Revenue from transactions with multiple elements within our Application Development and Deployment segment (i.e., sales of perpetual licenses with maintenance and/or support) - These transactions are currently recognized ratably over the associated maintenance period as the Company does not have vendor specific objective evidence ("VSOE") for maintenance or support. Under ASU 2014-09, the requirement to have VSOE for undelivered elements that exists under current guidance is eliminated. Accordingly, the Company will recognize a portion of the sales price as revenue upon delivery of the license instead of recognizing the entire sales price ratably over the maintenance period. |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Investments and Cash [Abstract] | |
Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments | A summary of our cash, cash equivalents and available-for-sale investments at August 31, 2018 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 92,827 $ — $ — $ 92,827 Money market funds 5,870 — — 5,870 State and municipal bond obligations 24,349 — (125 ) 24,224 U.S. treasury bonds 6,715 — (25 ) 6,690 Corporate bonds 8,332 — (62 ) 8,270 Total $ 138,093 $ — $ (212 ) $ 137,881 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2017 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 130,547 $ — $ — $ 130,547 Money market funds 2,917 — — 2,917 State and municipal bond obligations 40,458 — (231 ) 40,227 U.S. treasury bonds 3,517 — (26 ) 3,491 Corporate bonds 6,463 — (36 ) 6,427 Total $ 183,902 $ — $ (293 ) $ 183,609 |
Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments by Balance Sheet Classification | Such amounts are classified on our condensed consolidated balance sheets as follows (in thousands): August 31, 2018 November 30, 2017 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 92,827 $ — $ 130,547 $ — Money market funds 5,870 — 2,917 — State and municipal bond obligations — 24,224 — 40,227 U.S. treasury bonds — 6,690 — 3,491 Corporate bonds — 8,270 — 6,427 Total $ 98,697 $ 39,184 $ 133,464 $ 50,145 |
Fair Value of Debt Securities by Contractual Maturity | The fair value of debt securities by contractual maturity is as follows (in thousands): August 31, November 30, Due in one year or less $ 26,209 $ 22,333 Due after one year (1) 12,975 27,812 Total $ 39,184 $ 50,145 (1) Includes state and municipal bond obligations, U.S. treasury bonds, and corporate bonds, which are securities representing investments available for current operations and are classified as current on the condensed consolidated balance sheets. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Outstanding Foreign Currency Forward Contracts | The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): August 31, 2018 November 30, 2017 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 149,204 $ (1,806 ) $ 119,192 $ (27 ) Forward contracts to purchase U.S. dollars — — 462 — Total $ 149,204 $ (1,806 ) $ 119,654 $ (27 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements within the Fair Value Hierarchy of the Financial Assets | The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at August 31, 2018 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 5,870 $ 5,870 $ — $ — State and municipal bond obligations 24,224 — 24,224 — U.S. treasury bonds 6,690 — 6,690 — Corporate bonds 8,270 — 8,270 — Liabilities Foreign exchange derivatives $ (1,806 ) $ — $ (1,806 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2017 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 2,917 $ 2,917 $ — $ — State and municipal bond obligations 40,227 — 40,227 — U.S. treasury bonds 3,491 — 3,491 — Corporate bonds 6,427 — 6,427 — Liabilities Foreign exchange derivatives $ (27 ) $ — $ (27 ) $ — |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following significant classes (in thousands): August 31, 2018 November 30, 2017 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 154,301 $ (105,451 ) $ 48,850 $ 154,301 $ (88,224 ) $ 66,077 Customer-related 67,802 (54,024 ) 13,778 67,802 (46,230 ) 21,572 Trademarks and trade names 17,740 (12,656 ) 5,084 17,740 (10,495 ) 7,245 Total $ 239,843 $ (172,131 ) $ 67,712 $ 239,843 $ (144,949 ) $ 94,894 |
Schedule of Future Amortization Expense from Intangible Assets Held | Future amortization expense for intangible assets as of August 31, 2018 , is as follows (in thousands): Remainder of 2018 $ 8,873 2019 34,932 2020 10,152 2021 10,033 2022 3,722 Total $ 67,712 |
Schedule of Goodwill | Changes in the carrying amount of goodwill in the nine months ended August 31, 2018 are as follows (in thousands): Balance, November 30, 2017 $ 315,041 Translation adjustments (90 ) Balance, August 31, 2018 $ 314,951 Changes in the goodwill balances by reportable segment in the nine months ended August 31, 2018 are as follows (in thousands): November 30, 2017 Translation adjustments August 31, 2018 OpenEdge $ 249,036 $ (90 ) $ 248,946 Data Connectivity and Integration 19,040 — 19,040 Application Development and Deployment 46,965 — 46,965 Total goodwill $ 315,041 $ (90 ) $ 314,951 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ (963 ) Property, plant and equipment 26 Purchased technology 22,100 5 Years Trade name 1,800 5 Years Customer relationships 100 5 Years Net deferred tax assets 1,465 Goodwill 24,351 Net assets acquired $ 48,879 The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ (174 ) Property, plant and equipment 68 Purchased technology 19,900 5 Years Trade name 800 5 Years Customer relationships 100 5 Years Deferred taxes (5,006 ) Goodwill 12,583 Net assets acquired $ 28,271 |
Term Loan and Line of Credit (T
Term Loan and Line of Credit (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Line of Credit Facility [Abstract] | |
Schedule of Maturities of Long-term Debt | As of August 31, 2018 , aggregate principal payments of long-term debt for the next five years are (in thousands): Remainder of 2018 $ 1,546 2019 6,188 2020 9,281 2021 12,375 2022 89,719 Total $ 119,109 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Classification of Stock-Based Compensation | The following table provides the classification of stock-based compensation as reflected on our condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended August 31, August 31, August 31, August 31, Cost of maintenance and services $ (96 ) $ 239 $ 419 $ 790 Sales and marketing 762 808 2,127 1,371 Product development 1,744 1,645 5,774 2,699 General and administrative 2,156 1,604 6,396 4,699 Total stock-based compensation $ 4,566 $ 4,296 $ 14,716 $ 9,559 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table summarizes the changes in accumulated balances of other comprehensive loss during the nine months ended August 31, 2018 (in thousands): Foreign Currency Translation Adjustment Unrealized (Losses) Gains on Investments Accumulated Other Comprehensive Loss Balance, December 1, 2017 $ (18,770 ) $ (229 ) $ (18,999 ) Other comprehensive loss before reclassifications, net of tax (7,137 ) 24 (7,113 ) Balance, August 31, 2018 $ (25,907 ) $ (205 ) $ (26,112 ) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Restructuring Charges [Abstract] | |
Summary of Restructuring Activity | The following table provides a summary of activity for our restructuring actions, which are detailed further below (in thousands): Excess Employee Severance and Related Benefits Total Balance, December 1, 2017 $ 570 $ 3,556 $ 4,126 Costs incurred 1,132 1,250 2,382 Cash disbursements (1,172 ) (4,752 ) (5,924 ) Translation adjustments and other 45 10 55 Balance, August 31, 2018 $ 575 $ 64 $ 639 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share | The following table sets forth the calculation of basic and diluted earnings per share on an interim basis (in thousands, except per share data): Three Months Ended Nine Months Ended August 31, August 31, August 31, August 31, Net income $ 16,746 $ 11,172 $ 45,061 $ 20,988 Weighted average shares outstanding 45,130 48,071 45,730 48,342 Dilutive impact from common stock equivalents 446 299 650 289 Diluted weighted average shares outstanding 45,576 48,370 46,380 48,631 Basic earnings per share $ 0.37 $ 0.23 $ 0.99 $ 0.43 Diluted earnings per share $ 0.37 $ 0.23 $ 0.97 $ 0.43 |
Business Segments and Interna_2
Business Segments and International Operations (Tables) | 9 Months Ended |
Aug. 31, 2018 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides revenue and contribution margin from our reportable segments and reconciles to our consolidated income before income taxes: Three Months Ended Nine Months Ended (In thousands) August 31, 2018 August 31, 2017 August 31, 2018 August 31, 2017 Segment revenue: OpenEdge $ 68,029 $ 68,135 $ 204,404 $ 198,533 Data Connectivity and Integration 7,597 8,987 20,989 22,911 Application Development and Deployment 20,057 20,188 60,439 60,049 Total revenue 95,683 97,310 285,832 281,493 Segment costs of revenue and operating expenses: OpenEdge 16,419 18,374 47,194 52,538 Data Connectivity and Integration 1,520 2,200 4,823 6,531 Application Development and Deployment 7,071 6,369 20,068 19,896 Total costs of revenue and operating expenses 25,010 26,943 72,085 78,965 Segment contribution margin: OpenEdge 51,610 49,761 157,210 145,995 Data Connectivity and Integration 6,077 6,787 16,166 16,380 Application Development and Deployment 12,986 13,819 40,371 40,153 Total contribution margin 70,673 70,367 213,747 202,528 Other unallocated expenses (1) 48,490 50,068 152,008 160,723 Income from operations 22,183 20,299 61,739 41,805 Other (expense) income, net (1,961 ) (1,400 ) (4,830 ) (4,299 ) Income before income taxes $ 20,222 $ 18,899 $ 56,909 $ 37,506 (1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: certain product development and corporate sales and marketing expenses, customer support, administration, amortization of acquired intangibles, stock-based compensation, fees related to shareholder activist, restructuring, and acquisition-related expenses. |
Revenue from External Customers by Products and Services | Our revenues are derived from licensing our products, and from related services, which consist of maintenance, hosting services, and consulting and education. Information relating to revenue from customers by revenue type is as follows (in thousands): Three Months Ended Nine Months Ended (In thousands) August 31, August 31, August 31, August 31, Software licenses $ 27,204 $ 28,529 $ 78,986 $ 78,443 Maintenance 60,566 60,536 184,368 179,572 Services 7,913 8,245 22,478 23,478 Total revenue $ 95,683 $ 97,310 $ 285,832 $ 281,493 |
Revenue from External Customers from Different Geographical Areas | In the following table, revenue attributed to North America includes sales to customers in the U.S. and sales to certain multinational organizations. Revenue from EMEA, Latin America and the Asia Pacific region includes sales to customers in each region plus sales from the U.S. to distributors in these regions. Information relating to revenue from external customers from different geographical areas is as follows (in thousands): Three Months Ended Nine Months Ended (In thousands) August 31, August 31, August 31, August 31, North America $ 52,212 $ 55,703 $ 154,676 $ 157,438 EMEA 33,422 31,830 101,769 92,320 Latin America 4,341 5,009 13,058 15,669 Asia Pacific 5,708 4,768 16,329 16,066 Total revenue $ 95,683 $ 97,310 $ 285,832 $ 281,493 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Millions | 9 Months Ended | |
Aug. 31, 2018enterprise_customerDevelopersoftware_vendor | Nov. 30, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Number of independent software vendors | software_vendor | 1,700 | |
Number of enterprise customers | enterprise_customer | 100,000 | |
Number of developers | Developer | 2,000,000 | |
Retained Earnings | Accounting Standards Update 2016-09, Excess Tax Benefit Component | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of new accounting principle | $ | $ 0.6 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments (Summary Of Cash, Cash Equivalents And Trading And Available-For-Sale Investments) (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | $ 138,093 | $ 183,902 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (212) | (293) |
Fair Value | 137,881 | 183,609 |
State and municipal bond obligations | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 24,349 | 40,458 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (125) | (231) |
Fair value of financial assets | 24,224 | 40,227 |
U.S. treasury bonds | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 6,715 | 3,517 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (25) | (26) |
Fair value of financial assets | 6,690 | 3,491 |
Corporate bonds | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 8,332 | 6,463 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (62) | (36) |
Fair value of financial assets | 8,270 | 6,427 |
Cash | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 92,827 | 130,547 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 92,827 | 130,547 |
Money market funds | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 5,870 | 2,917 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair value of financial assets | $ 5,870 | $ 2,917 |
Cash, Cash Equivalents and In_4
Cash, Cash Equivalents and Investments (Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments by Balance Sheet Classification) (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 | Aug. 31, 2017 | Nov. 30, 2016 |
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | $ 98,697 | $ 133,464 | $ 144,757 | $ 207,036 |
Short-Term Investments | 39,184 | 50,145 | ||
State and municipal bond obligations | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 24,224 | 40,227 | ||
U.S. treasury bonds | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 6,690 | 3,491 | ||
Corporate bonds | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 8,270 | 6,427 | ||
Cash | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 92,827 | 130,547 | ||
Short-Term Investments | 0 | 0 | ||
Money market funds | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 5,870 | 2,917 | ||
Short-Term Investments | $ 0 | $ 0 |
Cash, Cash Equivalents and In_5
Cash, Cash Equivalents and Investments (Fair Value of Debt Securities by Contractual Maturity) (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Investments and Cash [Abstract] | ||
Due in one year or less | $ 26,209 | $ 22,333 |
Due after one year | 12,975 | 27,812 |
Total | $ 39,184 | $ 50,145 |
Cash, Cash Equivalents and In_6
Cash, Cash Equivalents and Investments (Narrative) (Details) - position | Aug. 31, 2018 | Nov. 30, 2017 |
Investments and Cash [Abstract] | ||
Number of investments in continuous unrealized loss position | 0 | 0 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Nov. 30, 2017 | |
Forward Contracts | |||||
Derivative [Line Items] | |||||
Minimum maturity period, foreign currency derivative | 30 days | ||||
Maximum maturity period, foreign currency derivative | 1 year | ||||
Loss (gain) on foreign currency forward contracts | $ 1 | $ (5.2) | $ 4.1 | $ (9.6) | |
Other Current Liabilities | |||||
Derivative [Line Items] | |||||
Derivative liabilities | $ 1.8 | $ 1.8 | $ 0.2 | ||
Other Assets | |||||
Derivative [Line Items] | |||||
Derivative liabilities | $ 0.2 |
Derivative Instruments (Foreign
Derivative Instruments (Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Derivative [Line Items] | ||
Notional Value | $ 149,204 | $ 119,654 |
Fair Value | (1,806) | (27) |
Forward contracts to sell U.S. dollars | ||
Derivative [Line Items] | ||
Notional Value | 149,204 | 119,192 |
Fair Value | (1,806) | (27) |
Forward contracts to purchase U.S. dollars | ||
Derivative [Line Items] | ||
Notional Value | 0 | 462 |
Fair Value | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Foreign exchange derivatives | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Foreign exchange derivatives | $ (1,806) | $ (27) |
Foreign exchange derivatives | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Foreign exchange derivatives | 0 | 0 |
Foreign exchange derivatives | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Foreign exchange derivatives | (1,806) | (27) |
Foreign exchange derivatives | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Foreign exchange derivatives | 0 | 0 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 5,870 | 2,917 |
Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 5,870 | 2,917 |
Money market funds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
State and municipal bond obligations | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 24,224 | 40,227 |
State and municipal bond obligations | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
State and municipal bond obligations | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 24,224 | 40,227 |
State and municipal bond obligations | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
U.S. treasury bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 6,690 | 3,491 |
U.S. treasury bonds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
U.S. treasury bonds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 6,690 | 3,491 |
U.S. treasury bonds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 8,270 | 6,427 |
Corporate bonds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Corporate bonds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 8,270 | 6,427 |
Corporate bonds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | $ 0 | $ 0 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 239,843 | $ 239,843 |
Accumulated Amortization | (172,131) | (144,949) |
Net Book Value | 67,712 | 94,894 |
Purchased technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 154,301 | 154,301 |
Accumulated Amortization | (105,451) | (88,224) |
Net Book Value | 48,850 | 66,077 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 67,802 | 67,802 |
Accumulated Amortization | (54,024) | (46,230) |
Net Book Value | 13,778 | 21,572 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,740 | 17,740 |
Accumulated Amortization | (12,656) | (10,495) |
Net Book Value | $ 5,084 | $ 7,245 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets, amortization expense | $ 8.8 | $ 9.1 | $ 27.2 | $ 23.9 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Schedule Of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Aug. 31, 2018 | Nov. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2018 | $ 8,873 | |
2,019 | 34,932 | |
2,020 | 10,152 | |
2,021 | 10,033 | |
2,022 | 3,722 | |
Net Book Value | $ 67,712 | $ 94,894 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Schedule of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Aug. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance, November 30, 2017 | $ 315,041 |
Translation adjustments | (90) |
Balance, August 31, 2018 | 314,951 |
OpenEdge | |
Goodwill [Roll Forward] | |
Balance, November 30, 2017 | 249,036 |
Translation adjustments | (90) |
Balance, August 31, 2018 | 248,946 |
Data Connectivity and Integration | |
Goodwill [Roll Forward] | |
Balance, November 30, 2017 | 19,040 |
Translation adjustments | 0 |
Balance, August 31, 2018 | 19,040 |
Application Development and Deployment | |
Goodwill [Roll Forward] | |
Balance, November 30, 2017 | 46,965 |
Translation adjustments | 0 |
Balance, August 31, 2018 | $ 46,965 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) $ in Thousands | Jun. 01, 2017 | Mar. 01, 2017 | Aug. 31, 2018 | Nov. 30, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 314,951 | $ 315,041 | ||
Kinvey, Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100.00% | |||
Total purchase consideration | $ 49,200 | |||
Amount held back as an incentive to founder | $ 300 | |||
Period for founder to stay with company following acquisition (at least) | 2 years | |||
Goodwill | $ 24,351 | |||
DataRPM Corporation | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100.00% | |||
Total purchase consideration | $ 30,000 | |||
Goodwill | 12,583 | |||
Consideration payable in form of restricted stock units | $ 1,700 | |||
DataRPM Corporation | Restricted Stock Units | ||||
Business Acquisition [Line Items] | ||||
Award vesting period | 2 years |
Business Combinations (Assets A
Business Combinations (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Jun. 01, 2017 | Mar. 01, 2017 | Aug. 31, 2018 | Nov. 30, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 314,951 | $ 315,041 | ||
Kinvey, Inc. | ||||
Business Acquisition [Line Items] | ||||
Net working capital | $ (963) | |||
Property, plant and equipment | 26 | |||
Net deferred tax assets | 1,465 | |||
Goodwill | 24,351 | |||
Net assets acquired | 48,879 | |||
DataRPM Corporation | ||||
Business Acquisition [Line Items] | ||||
Net working capital | $ (174) | |||
Property, plant and equipment | 68 | |||
Deferred taxes | (5,006) | |||
Goodwill | 12,583 | |||
Net assets acquired | 28,271 | |||
Purchased technology | Kinvey, Inc. | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 22,100 | |||
Finite-lived intangible assets, useful life | 5 years | |||
Purchased technology | DataRPM Corporation | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 19,900 | |||
Finite-lived intangible assets, useful life | 5 years | |||
Trade name | Kinvey, Inc. | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 1,800 | |||
Finite-lived intangible assets, useful life | 5 years | |||
Trade name | DataRPM Corporation | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 800 | |||
Finite-lived intangible assets, useful life | 5 years | |||
Customer relationships | Kinvey, Inc. | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 100 | |||
Finite-lived intangible assets, useful life | 5 years | |||
Customer relationships | DataRPM Corporation | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 100 | |||
Finite-lived intangible assets, useful life | 5 years |
Term Loan and Line of Credit (N
Term Loan and Line of Credit (Narrative) (Details) - Credit Agreement - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Line of Credit Facility [Line Items] | ||||
Principal payments for year one | $ 1,500,000 | $ 1,500,000 | ||
Principal payments for year two | 2,300,000 | 2,300,000 | ||
Principal payments for year three | 3,100,000 | 3,100,000 | ||
Principal payments for year four | $ 3,900,000 | $ 3,900,000 | ||
Interest rate of credit facilities | 3.63% | 3.63% | ||
Debt issuance cost | $ 1,800,000 | $ 1,800,000 | ||
Amortization of debt issuance costs | 100,000 | $ 100,000 | 300,000 | $ 300,000 |
Revolving line of credit | ||||
Line of Credit Facility [Line Items] | ||||
Term loan | 123,750,000 | 123,750,000 | ||
Unsecured credit facility | 150,000,000 | 150,000,000 | ||
Additional borrowing capacity available | 125,000,000 | 125,000,000 | ||
Fair value of term loan | 119,100,000 | 119,100,000 | ||
Due in next 12 months | 6,200,000 | 6,200,000 | ||
Line of credit facility outstanding amount | 0 | 0 | ||
Swing line loans | ||||
Line of Credit Facility [Line Items] | ||||
Term loan | 25,000,000 | 25,000,000 | ||
Letter of credit | ||||
Line of Credit Facility [Line Items] | ||||
Term loan | 25,000,000 | 25,000,000 | ||
Line of credit facility outstanding amount | $ 1,300,000 | $ 1,300,000 |
Term Loan and Line of Credit (F
Term Loan and Line of Credit (Future Maturities) (Details) $ in Thousands | Aug. 31, 2018USD ($) |
Line of Credit Facility [Abstract] | |
Remainder of 2018 | $ 1,546 |
2,019 | 6,188 |
2,020 | 9,281 |
2,021 | 12,375 |
2,022 | 89,719 |
Total | $ 119,109 |
Common Stock Repurchases (Detai
Common Stock Repurchases (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Sep. 30, 2017 | |
Common Stock Repurchases [Abstract] | |||||
Common stock repurchased and retired (in shares) | 0.5 | 0.6 | 2.6 | 1.5 | |
Common stock repurchased and retired | $ 20 | $ 19 | $ 110 | $ 43.9 | |
Stock repurchase authorization | $ 250 | ||||
Remaining authorized repurchase amount | $ 110 | $ 110 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - metric | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 28, 2018 | Aug. 31, 2018 | Nov. 30, 2017 | Nov. 30, 2016 | |
Long-Term Incentive Plan (LTIP) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award market condition period | 3 years | 3 years | 3 years | |
Stock-based compensation award service period (in years) | 3 years | 3 years | 3 years | 3 years |
Number of performance metrics | 2 | |||
Percentage of shares based on market condition of total shareholder return | 50.00% | |||
Percentage of shares based on cumulative performance condition | 50.00% | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation award service period (in years) | 4 years | |||
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation award service period (in years) | 3 years |
Stock-Based Compensation (Class
Stock-Based Compensation (Classification of Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 4,566 | $ 4,296 | $ 14,716 | $ 9,559 |
Cost of maintenance and services | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | (96) | 239 | 419 | 790 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 762 | 808 | 2,127 | 1,371 |
Product development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,744 | 1,645 | 5,774 | 2,699 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,156 | $ 1,604 | $ 6,396 | $ 4,699 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) $ in Thousands | 9 Months Ended |
Aug. 31, 2018USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Other comprehensive loss before reclassifications, net of tax | $ (7,113) |
Foreign Currency Translation Adjustment | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2017 | (18,770) |
Other comprehensive loss before reclassifications, net of tax | (7,137) |
Balance, August 31, 2018 | (25,907) |
Unrealized (Losses) Gains on Investments | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2017 | (229) |
Other comprehensive loss before reclassifications, net of tax | 24 |
Balance, August 31, 2018 | (205) |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance, December 1, 2017 | (18,999) |
Balance, August 31, 2018 | $ (26,112) |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | $ 4,126 | |||
Costs incurred | $ 135 | $ 923 | 2,382 | $ 18,724 |
Cash disbursements | (5,924) | |||
Translation adjustments and other | 55 | |||
Ending Balance | 639 | 639 | ||
Excess Facilities and Other Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 570 | |||
Costs incurred | 1,132 | |||
Cash disbursements | (1,172) | |||
Translation adjustments and other | 45 | |||
Ending Balance | 575 | 575 | ||
Employee Severance and Related Benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 3,556 | |||
Costs incurred | 1,250 | |||
Cash disbursements | (4,752) | |||
Translation adjustments and other | 10 | |||
Ending Balance | $ 64 | $ 64 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expense | $ 135 | $ 923 | $ 2,382 | $ 18,724 |
Other accrued liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Short-term portion of restructuring reserve | 500 | 500 | ||
Other Noncurrent Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Long-term portion of restructuring reserve | $ 100 | $ 100 | ||
2017 Restructuring Activities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Global workforce reduction (as a percent) (over) | 20.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2018 | Feb. 28, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate (as a percent) | 17.00% | 41.00% | 21.00% | 44.00% | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Provisional tax benefit | $ (3,476) | $ (7,727) | $ (11,848) | $ (16,518) | |
Adjustment for Error Correction | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Provisional tax benefit | $ 600 | $ 1,400 |
Earnings per share (Calculation
Earnings per share (Calculation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 16,746 | $ 11,172 | $ 45,061 | $ 20,988 |
Weighted average shares outstanding (in shares) | 45,130 | 48,071 | 45,730 | 48,342 |
Dilutive impact from common stock equivalents (in shares) | 446 | 299 | 650 | 289 |
Diluted weighted average shares outstanding (in shares) | 45,576 | 48,370 | 46,380 | 48,631 |
Basic earnings per share (in dollars per share) | $ 0.37 | $ 0.23 | $ 0.99 | $ 0.43 |
Diluted earnings per share (in dollars per share) | $ 0.37 | $ 0.23 | $ 0.97 | $ 0.43 |
Earnings per share (Narrative)
Earnings per share (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Number of shares excluded from the calculation of diluted earnings per share (in shares) | 690 | 905 | 577 | 648 |
Business Segments and Interna_3
Business Segments and International Operations (Income from Continuing Operations by Segment) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018USD ($) | Aug. 31, 2017USD ($) | Aug. 31, 2018USD ($)segment | Aug. 31, 2017USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 3 | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment revenue | $ 95,683 | $ 97,310 | $ 285,832 | $ 281,493 |
Segment costs of revenue and operating expenses | 25,010 | 26,943 | 72,085 | 78,965 |
Segment contribution margin | 70,673 | 70,367 | 213,747 | 202,528 |
Other unallocated expenses | 48,490 | 50,068 | 152,008 | 160,723 |
Income from operations | 22,183 | 20,299 | 61,739 | 41,805 |
Other (expense) income, net | (1,961) | (1,400) | (4,830) | (4,299) |
Income before income taxes | 20,222 | 18,899 | 56,909 | 37,506 |
OpenEdge | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment revenue | 68,029 | 68,135 | 204,404 | 198,533 |
Segment costs of revenue and operating expenses | 16,419 | 18,374 | 47,194 | 52,538 |
Segment contribution margin | 51,610 | 49,761 | 157,210 | 145,995 |
Data Connectivity and Integration | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment revenue | 7,597 | 8,987 | 20,989 | 22,911 |
Segment costs of revenue and operating expenses | 1,520 | 2,200 | 4,823 | 6,531 |
Segment contribution margin | 6,077 | 6,787 | 16,166 | 16,380 |
Application Development and Deployment | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Segment revenue | 20,057 | 20,188 | 60,439 | 60,049 |
Segment costs of revenue and operating expenses | 7,071 | 6,369 | 20,068 | 19,896 |
Segment contribution margin | $ 12,986 | $ 13,819 | $ 40,371 | $ 40,153 |
Business Segments and Interna_4
Business Segments and International Operations (Revenue from External Customers by Product) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 95,683 | $ 97,310 | $ 285,832 | $ 281,493 |
Software licenses | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 27,204 | 28,529 | 78,986 | 78,443 |
Maintenance | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 60,566 | 60,536 | 184,368 | 179,572 |
Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 7,913 | $ 8,245 | $ 22,478 | $ 23,478 |
Business Segments and Interna_5
Business Segments and International Operations (Revenue from External Customers from Different Geographical Areas) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Revenue from External Customer [Line Items] | ||||
Segment revenue | $ 95,683 | $ 97,310 | $ 285,832 | $ 281,493 |
North America | ||||
Revenue from External Customer [Line Items] | ||||
Segment revenue | 52,212 | 55,703 | 154,676 | 157,438 |
EMEA | ||||
Revenue from External Customer [Line Items] | ||||
Segment revenue | 33,422 | 31,830 | 101,769 | 92,320 |
Latin America | ||||
Revenue from External Customer [Line Items] | ||||
Segment revenue | 4,341 | 5,009 | 13,058 | 15,669 |
Asia Pacific | ||||
Revenue from External Customer [Line Items] | ||||
Segment revenue | $ 5,708 | $ 4,768 | $ 16,329 | $ 16,066 |