Cover Page
Cover Page - shares | 9 Months Ended | |
Aug. 31, 2019 | Sep. 26, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --11-30 | |
Document Transition Report | false | |
Entity File Number | 0-19417 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-2746201 | |
Entity Registrant Name | PROGRESS SOFTWARE CORP /MA | |
Entity Central Index Key | 0000876167 | |
Amendment Flag | false | |
Entity Address, Address Line One | 14 Oak Park | |
Entity Address, City or Town | Bedford | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01730 | |
City Area Code | 781 | |
Local Phone Number | 280-4000 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | PRGS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 44,785,586 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Aug. 31, 2019 | Nov. 30, 2018 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 124,020 | $ 105,126 | |
Short-term investments | 21,377 | 34,387 | |
Total cash, cash equivalents and short-term investments | 145,397 | 139,513 | |
Accounts receivable (less allowances of $674 and $840, respectively) | 63,617 | 59,715 | |
Unbilled receivables and contract assets | 7,376 | 1,421 | |
Other current assets | 19,904 | 25,080 | |
Assets held for sale | 0 | 5,776 | |
Total current assets | 236,294 | 231,505 | |
Long-term unbilled receivables and contract assets | 9,987 | 1,811 | |
Property and equipment, net | 31,573 | 30,714 | |
Intangible assets, net | 136,381 | 58,919 | |
Goodwill | 432,598 | 314,992 | |
Deferred tax assets | 10,159 | 966 | |
Other assets | 2,933 | 5,243 | |
Total assets | 859,925 | 644,150 | |
Current liabilities: | |||
Current portion of long-term debt, net | 8,836 | 5,819 | |
Accounts payable | 6,882 | 10,593 | |
Accrued compensation and related taxes | 24,441 | 25,500 | |
Dividends payable to shareholders | 7,003 | 6,998 | |
Income taxes payable | 3,764 | 1,228 | |
Other accrued liabilities | 20,434 | 12,686 | |
Short-term deferred revenue | 143,972 | 123,210 | |
Total current liabilities | 215,332 | 186,034 | |
Long-term debt, net | 287,622 | 110,270 | |
Long-term deferred revenue | 16,554 | 12,730 | |
Deferred tax liabilities | 89 | 5,799 | |
Other noncurrent liabilities | 7,376 | 5,315 | |
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, 44,785,586 shares in 2019 and 45,114,935 shares in 2018 | 289,488 | 267,053 | |
Retained earnings | 76,486 | 85,125 | |
Accumulated other comprehensive loss | (33,022) | (28,176) | |
Total shareholders’ equity | 332,952 | 324,002 | [2] |
Total liabilities and shareholders’ equity | $ 859,925 | $ 644,150 | |
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. | ||
[2] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2019 | Nov. 30, 2018 |
Assets | ||
Allowance for accounts receivable | $ 674 | $ 840 |
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) | 44,785,586 | 45,114,935 |
Common stock, shares outstanding (in shares) | 44,785,586 | 45,114,935 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2019 | Aug. 31, 2018 | [1] | Aug. 31, 2019 | Aug. 31, 2018 | [1] | |
Revenue: | ||||||
Total revenue | $ 106,716 | $ 92,603 | $ 296,260 | $ 280,877 | ||
Costs of revenue: | ||||||
Total costs of revenue | 20,825 | 16,696 | 54,475 | 50,242 | ||
Gross profit | 85,891 | 75,907 | 241,785 | 230,635 | ||
Operating expenses: | ||||||
Sales and marketing | 25,177 | 21,752 | 72,332 | 64,838 | ||
Product development | 23,126 | 19,338 | 64,704 | 59,405 | ||
General and administrative | 13,506 | 12,218 | 38,445 | 35,670 | ||
Amortization of acquired intangibles | 7,068 | 3,319 | 14,841 | 9,956 | ||
Fees related to shareholder activist | 0 | 0 | 0 | 1,472 | ||
Restructuring expenses | 801 | 135 | 3,993 | 2,382 | ||
Acquisition-related expenses | 253 | 42 | 1,360 | 128 | ||
Total operating expenses | 69,931 | 56,804 | 195,675 | 173,851 | ||
Income from operations | 15,960 | 19,103 | 46,110 | 56,784 | ||
Other (expense) income: | ||||||
Interest expense | (3,321) | (1,337) | (6,920) | (3,774) | ||
Interest income and other, net | 377 | 322 | 950 | 961 | ||
Foreign currency loss, net | (774) | (946) | (2,068) | (2,017) | ||
Total other expense, net | (3,718) | (1,961) | (8,038) | (4,830) | ||
Income before income taxes | 12,242 | 17,142 | 38,072 | 51,954 | ||
(Benefit) provision for income taxes | (1,315) | 2,752 | 6,932 | 10,928 | ||
Net income | $ 13,557 | $ 14,390 | $ 31,140 | $ 41,026 | ||
Earnings per share: | ||||||
Basic (in dollars per share) | $ 0.30 | $ 0.32 | $ 0.70 | $ 0.90 | ||
Diluted (in dollars per share) | $ 0.30 | $ 0.32 | $ 0.69 | $ 0.88 | ||
Weighted average shares outstanding: | ||||||
Basic (in shares) | 44,716 | 45,130 | 44,761 | 45,730 | ||
Diluted (in shares) | 45,303 | 45,576 | 45,292 | 46,380 | ||
Cash dividends declared per common share (in dollars per share) | $ 0.155 | $ 0.140 | $ 0.465 | $ 0.420 | ||
Software licenses | ||||||
Revenue: | ||||||
Total revenue | $ 30,686 | $ 22,852 | $ 83,216 | $ 71,432 | ||
Costs of revenue: | ||||||
Total costs of revenue | 1,204 | 1,077 | 3,296 | 3,571 | ||
Maintenance and services | ||||||
Revenue: | ||||||
Total revenue | 76,030 | 69,751 | 213,044 | 209,445 | ||
Costs of revenue: | ||||||
Total costs of revenue | 12,163 | 10,110 | 32,182 | 29,445 | ||
Amortization of acquired intangibles | ||||||
Costs of revenue: | ||||||
Total costs of revenue | $ 7,458 | $ 5,509 | $ 18,997 | $ 17,226 | ||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |||
Statement of Comprehensive Income [Abstract] | ||||||
Net income | $ 13,557 | $ 14,390 | [1] | $ 31,140 | $ 41,026 | [1],[2] |
Other comprehensive (loss) income, net of tax: | ||||||
Foreign currency translation adjustments | (1,961) | (1,950) | [1] | (2,512) | (7,137) | [1] |
Unrealized loss on hedging activity, net of tax benefit of $820 for the third quarter and first nine months of 2019 | (2,528) | 0 | (2,528) | 0 | ||
Unrealized gain on investments, net of tax provision of $6 and $54 for the third quarter and first nine months of 2019, respectively, and $18 and $57 for the third quarter and first nine months of 2018, respectively | 57 | 52 | [1] | 194 | 24 | [1] |
Total other comprehensive loss, net of tax | (4,432) | (1,898) | [1] | (4,846) | (7,113) | [1] |
Comprehensive income | $ 9,125 | $ 12,492 | [1] | $ 26,294 | $ 33,913 | [1] |
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. | |||||
[2] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax provision on unrealized loss on hedging activity | $ 820 | $ 820 | ||
Tax provision on accumulated unrealized gain on investments | $ 6 | $ 18 | $ 54 | $ 57 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | |||
Beginning balance (in shares) at Nov. 30, 2017 | [1] | 47,281,000 | ||||||
Beginning balance at Nov. 30, 2017 | [1] | $ 411,349 | $ 473 | $ 249,363 | $ 179,919 | $ (18,406) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock under employee stock purchase plan (in shares) | 179,000 | |||||||
Issuance of stock under employee stock purchase plan | 4,282 | $ 2 | 4,280 | |||||
Exercise of stock options (in shares) | 162,000 | |||||||
Exercise of stock options | 3,558 | $ 2 | 3,556 | |||||
Withholding tax payments related to net issuance of restricted stock units (in shares) | 148,000 | |||||||
Withholding tax payments related to net issuance of restricted stock units | (1,941) | $ 1 | (1,942) | |||||
Stock-based compensation | 14,716 | 14,716 | ||||||
Dividends declared | $ (19,175) | (19,175) | ||||||
Treasury stock repurchases and retirements (in shares) | (2,600,000) | (2,637,000) | ||||||
Treasury stock repurchases and retirements | $ (110,000) | $ (26) | (7,811) | (102,163) | ||||
Net income | 41,026 | [2],[3] | 41,026 | |||||
Other comprehensive income (loss) | (7,113) | (7,113) | ||||||
Ending balance (in shares) at Aug. 31, 2018 | [1] | 45,133,000 | ||||||
Ending balance at Aug. 31, 2018 | [1] | 336,702 | $ 452 | 262,803 | 98,966 | (25,519) | ||
Beginning balance (in shares) at May. 31, 2018 | 45,503,000 | |||||||
Beginning balance at May. 31, 2018 | 342,726 | [1] | $ 456 | 258,244 | 107,647 | (23,621) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock under employee stock purchase plan (in shares) | 114,000 | |||||||
Issuance of stock under employee stock purchase plan | 1,213 | $ (1) | 1,214 | |||||
Exercise of stock options (in shares) | 109,000 | |||||||
Exercise of stock options | 2,033 | $ 1 | 2,032 | |||||
Withholding tax payments related to net issuance of restricted stock units (in shares) | 148,000 | |||||||
Withholding tax payments related to net issuance of restricted stock units | (10) | $ 1 | (11) | |||||
Stock-based compensation | 4,566 | 4,566 | ||||||
Dividends declared | $ (6,318) | (6,318) | ||||||
Treasury stock repurchases and retirements (in shares) | (500,000) | (513,000) | ||||||
Treasury stock repurchases and retirements | $ (20,000) | $ (5) | (3,242) | (16,753) | ||||
Net income | 14,390 | [3] | 14,390 | |||||
Other comprehensive income (loss) | (1,898) | (1,898) | ||||||
Ending balance (in shares) at Aug. 31, 2018 | [1] | 45,133,000 | ||||||
Ending balance at Aug. 31, 2018 | [1] | $ 336,702 | $ 452 | 262,803 | 98,966 | (25,519) | ||
Beginning balance (in shares) at Nov. 30, 2018 | 45,114,935 | 45,115,000 | [1] | |||||
Beginning balance at Nov. 30, 2018 | [1] | $ 324,002 | [4] | $ 451 | 266,602 | 85,125 | (28,176) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock under employee stock purchase plan (in shares) | 141,000 | |||||||
Issuance of stock under employee stock purchase plan | 4,045 | $ 1 | 4,044 | |||||
Exercise of stock options (in shares) | 64,000 | |||||||
Exercise of stock options | 1,881 | $ 1 | 1,880 | |||||
Vesting of restricted stock units and release of deferred stock units (in shares) | 147,000 | |||||||
Vesting of restricted stock units and release of deferred stock units | 0 | $ 1 | (1) | |||||
Withholding tax payments related to net issuance of restricted stock units (in shares) | (37,000) | |||||||
Withholding tax payments related to net issuance of restricted stock units | (1,637) | (1,637) | ||||||
Stock-based compensation | 17,411 | 17,411 | ||||||
Issuance of shares related to non-compete agreement (in shares) | 44,000 | |||||||
Issuance of shares related to non-compete agreement | 2,000 | 2,000 | ||||||
Dividends declared | $ (20,825) | (20,825) | ||||||
Treasury stock repurchases and retirements (in shares) | (700,000) | (688,000) | ||||||
Treasury stock repurchases and retirements | $ (25,000) | $ (6) | (1,259) | (23,735) | ||||
Net income | 31,140 | 31,140 | ||||||
Other comprehensive income (loss) | $ (4,846) | (4,846) | ||||||
Ending balance (in shares) at Aug. 31, 2019 | 44,785,586 | 44,786,000 | ||||||
Ending balance at Aug. 31, 2019 | $ 332,952 | $ 448 | 289,040 | 76,486 | (33,022) | |||
Beginning balance (in shares) at May. 31, 2019 | 44,723,000 | |||||||
Beginning balance at May. 31, 2019 | 315,347 | $ 448 | 281,745 | 61,744 | (28,590) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock under employee stock purchase plan (in shares) | 42,000 | |||||||
Issuance of stock under employee stock purchase plan | 1,242 | 1,242 | ||||||
Exercise of stock options (in shares) | 20,000 | |||||||
Exercise of stock options | 563 | 563 | ||||||
Vesting of restricted stock units and release of deferred stock units (in shares) | 1,000 | |||||||
Vesting of restricted stock units and release of deferred stock units | 0 | |||||||
Stock-based compensation | 5,490 | 5,490 | ||||||
Dividends declared | (6,993) | (6,993) | ||||||
Net income | 13,557 | 13,557 | ||||||
Other comprehensive income (loss) | $ (4,432) | (4,432) | ||||||
Ending balance (in shares) at Aug. 31, 2019 | 44,785,586 | 44,786,000 | ||||||
Ending balance at Aug. 31, 2019 | $ 332,952 | $ 448 | $ 289,040 | 76,486 | $ (33,022) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Adjustment due to adoption of ASU | Accounting Standards Update 2016-16 | $ (8,200) | |||||||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. | |||||||
[2] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. | |||||||
[3] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. | |||||||
[4] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | [1] | |
Cash flows from operating activities: | |||
Net income | $ 31,140 | $ 41,026 | [2] |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization of property and equipment | 5,523 | 5,158 | |
Amortization of intangibles and other | 34,637 | 28,489 | |
Stock-based compensation | 17,411 | 14,716 | |
Loss on disposal of property and equipment | 157 | 201 | |
Deferred income taxes | (6,005) | (2,406) | |
Allowances for bad debt and sales credits | 153 | 140 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (8,604) | 19,196 | |
Other assets | 6,034 | 4,465 | |
Accounts payable and accrued liabilities | (3,875) | (20,290) | |
Income taxes payable | 1,654 | 1,575 | |
Deferred revenue | 13,658 | 4,755 | |
Net cash flows from operating activities | 91,883 | 97,025 | |
Cash flows (used in) from investing activities: | |||
Purchases of investments | (8,900) | (8,258) | |
Sales and maturities of investments | 21,780 | 18,495 | |
Purchases of property and equipment | (1,830) | (5,968) | |
Payments for acquisitions, net of cash acquired | (225,298) | 0 | |
Proceeds from sale of property, plant and equipment, net | 6,146 | 0 | |
Net cash flows (used in) from investing activities | (208,102) | 4,269 | |
Cash flows from (used in) financing activities: | |||
Proceeds from stock-based compensation plans | 6,347 | 7,943 | |
Payments for taxes related to net share settlements of equity awards | (1,637) | (1,942) | |
Repurchases of common stock | (25,000) | (110,000) | |
Dividend payments to shareholders | (20,819) | (19,472) | |
Proceeds from the issuance of debt | 184,984 | 0 | |
Payment of principle on long-term debt | (3,427) | (4,641) | |
Payment of issuance costs for long-term debt | (1,611) | 0 | |
Net cash flows from (used in) financing activities | 138,837 | (128,112) | |
Effect of exchange rate changes on cash | (3,724) | (7,949) | |
Net increase (decrease) in cash and cash equivalents | 18,894 | (34,767) | |
Cash and cash equivalents, beginning of period | 105,126 | 133,464 | |
Cash and cash equivalents, end of period | 124,020 | 98,697 | |
Supplemental disclosure: | |||
Cash paid for income taxes, net of refunds of $1,293 in 2019 and $889 in 2018 | 4,821 | 7,515 | |
Cash paid for interest | 5,972 | 3,096 | |
Non-cash investing and financing activities: | |||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested | 8,190 | 9,546 | |
Dividends declared | $ 7,003 | $ 6,324 | |
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. | ||
[2] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | ||
Statement of Cash Flows [Abstract] | |||
Proceeds from income tax refunds | $ 1,293 | $ 889 | [1] |
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Aug. 31, 2019 | |
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, the flexibility of a cloud-native app dev platform to deliver modern apps, leading data connectivity technology, web content management, business rules, secure file transfer, network monitoring, plus award-winning machine learning that enables cognitive capabilities to be a part of any application. Over 1,700 independent software vendors ("ISVs"), 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 ("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, 2018 ("Annual Report on Form 10-K for the fiscal year ended November 30, 2018 "). We adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASC 606") effective December 1, 2018 using the full retrospective method, which required us to retroactively adjust comparative prior periods to conform to current presentation. See " Recently Adopted Accounting Pronouncements " below for further information. We made no material changes in the application of our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2018 , except as discussed below with respect to our adoption of ASC 606. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2018 , 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. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an on-going basis, management evaluates its estimates and records changes in estimates in the period in which they become known. These estimates are based on historical data and experience, as well as various other assumptions that management believes to be reasonable under the circumstances. The most significant estimates relate to: the timing and amount of revenue recognition, including the determination of the nature and timing of the satisfaction of performance obligations, the standalone selling price of performance obligations, and the transaction price allocated to performance obligations; the realization of tax assets and estimates of tax liabilities; fair values of investments in marketable securities; assets held for sale; intangible assets and goodwill valuations; the recognition and disclosure of contingent liabilities; the collectability of accounts receivable; and assumptions used to determine the fair value of stock-based compensation. Actual results could differ from those estimates. Revenue Recognition Revenue Policy We derive our revenue primarily from software licenses and maintenance and services. Our license arrangements generally contain multiple performance obligations, including software maintenance services. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We recognize revenue through the application of the following steps: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to performance obligations in the contract; and (v) recognition of revenue when or as we satisfy the performance obligations. Sales taxes collected from customers and remitted to government authorities are excluded from revenue and we do not license our software with a right of return. Software Licenses Software licenses are on-premise and fully functional when made available to the customer. As the customer can use and benefit from the license on its own, on-premise software licenses represent distinct performance obligations. Revenue is recognized upfront at the point in time when control is transferred, which is defined as the point in time when the client can use and benefit from the license. Our licenses are sold as perpetual or term licenses, and the arrangements typically contain various combinations of maintenance and services, which are generally accounted for as separate performance obligations. We use the residual approach to allocate the transaction price to our software license performance obligations because, due to the pricing of our licenses being highly variable, they do not have an observable stand-alone selling price ("SSP"). As required, we evaluate the residual approach estimate compared to all available observable data in order to conclude the estimate is representative of its SSP. Perpetual licenses are generally invoiced upon execution of the contract and payable within 30 days. Term licenses are generally invoiced in advance on an annual basis over the term of the arrangement, which is typically one to three years. Any difference between the revenue recognized and the amount invoiced to the customer is recognized on our consolidated balance sheets as unbilled receivables until the customer is invoiced, at which point the amount is reclassified to accounts receivable. Maintenance Maintenance revenue is made up of technical support, bug fixes, and when-and-if available unspecified software upgrades. As these maintenance services are considered to be a series of distinct services that are substantially the same and have the same duration and measure of progress, we have concluded that they represent one combined performance obligation. Revenue is recognized ratably over the contract period. The SSP of maintenance services is a percentage of the net selling price of the related software license, which has remained within a tight range and is consistent with the stand-alone pricing of subsequent maintenance renewals. Maintenance services are generally invoiced in advance on an annual basis over the term of the arrangement, which is typically one to three years. Services Services revenue primarily includes consulting and customer education services. In general, services are distinct performance obligations. Services revenue is generally recognized as the services are delivered to the customer. We apply the practical expedient of recognizing revenue upon invoicing for time and materials-based arrangements as the invoiced amount corresponds to the value of the services provided. The SSP of services is based upon observable prices in similar transactions using the hourly rates sold in stand-alone services transactions. Services are either sold on a time and materials basis or prepaid upfront. We also offer products via a software-as-a-service ("SaaS") model, which is a subscription-based model. Our customers can use hosted software over the contract period without taking possession of it and the cloud services are available to them throughout the entire term, even if they do not use the service. Revenue related to SaaS offerings is recognized ratably over the contract period. The SSP of SaaS performance obligations is determined based upon observable prices in stand-alone SaaS transactions. SaaS arrangements are generally invoiced in advance on a monthly, quarterly, or annual basis over the term of the arrangement, which is typically one to three years. Arrangements with Multiple Performance Obligations When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We allocate the transaction price to each performance obligation in a contract based on its relative SSP. Although we do not have a history of offering these elements, prior to allocating the transaction price to each performance obligation, we consider whether the arrangement has any discounts, material rights, or specified future upgrades that may represent additional performance obligations. Determining whether products and services are distinct performance obligations and the determination of the SSP may require significant judgment. Contract Balances Unbilled Receivables and Contract Assets The timing of revenue recognition may differ from the timing of customer invoicing. When revenue is recognized prior to invoicing and the right to the amount due from customers is conditioned only on the passage of time, we record an unbilled receivable on our condensed consolidated balance sheets. Our multi-year term license arrangements, which are typically billed annually, result in revenue recognition in advance of invoicing and the recognition of unbilled receivables. As of August 31, 2019 , invoicing of our long-term unbilled receivables is expected to occur as follows (in thousands): 2020 $ 1,001 2021 8,234 2022 752 Total $ 9,987 Contract assets, which arise when revenue is recognized prior to invoicing and the right to the amount due from customers is conditioned on something other than the passage of time, such as the completion of a related performance obligation, were $1.6 million as of August 31, 2019 and insignificant as of November 30, 2018. These amounts are included in unbilled receivables or long-term unbilled receivables on our condensed consolidated balance sheets. Deferred Revenue Deferred revenue is recorded when revenue is recognized subsequent to customer invoicing. Our deferred revenue balance is primarily made up of deferred maintenance from our OpenEdge and Application Development and Deployment segments. As of August 31, 2019 , the changes in deferred revenue were as follows (in thousands): Balance, December 1, 2018 As Adjusted (1) $ 135,940 Billings and other 320,846 Revenue recognized (296,260 ) Balance, August 31, 2019 $ 160,526 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of August 31, 2019 , transaction price allocated to remaining performance obligations was $166 million . We expect to recognize approximately 90% of the revenue within the next year and the remainder thereafter. Deferred Contract Costs Deferred contract costs, which include certain sales incentive programs, are incremental and recoverable costs of obtaining a contract with a customer. Incremental costs of obtaining a contract with a customer are recognized as an asset if the expected benefit of those costs is longer than one year. We have applied the practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include a large majority of our sales incentive programs as we have determined that annual compensation is commensurate with annual sales activities. Certain of our sales incentive programs do meet the requirements to be capitalized. Depending upon the sales incentive program and the related revenue arrangement, such capitalized costs are amortized over the longer of (i) the product life, which is generally three to five years; or (ii) the term of the related revenue contract. We determined that a three to five year product life represents the period of benefit that we receive from these incremental costs based on both qualitative and quantitative factors, which include customer contracts, industry norms, and product upgrades. Total deferred contract costs were $1.2 million as of August 31, 2019 and minimal as of November 30, 2018 and are included in other current assets and other assets on our condensed consolidated balance sheets. Amortization of deferred contract costs is included in sales and marketing expense on our condensed consolidated statement of operations and was minimal in all periods presented. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 prior accounting standards, the recognition of current and deferred income taxes for an intra-entity transfer was prohibited until the asset has been sold to an outside party. We adopted this standard at the beginning of the first quarter of fiscal year 2019. Upon adoption, we reclassified approximately $3.4 million from non-current prepaid taxes, which is included in other assets on our consolidated balance sheet, to retained earnings as of December 1, 2018. During the preparation of our condensed consolidated financial statements for the three months ended August 31, 2019, we identified that a deferred tax asset of $8.2 million should also have been recorded upon adoption of this standard at the beginning of the first quarter of fiscal year 2019, with the offset recorded to retained earnings. We determined that the error is not material to the first and second quarters of fiscal year 2019. We also concluded that recording an out-of-period correction would not be material and have therefore corrected this error by recording the $8.2 million deferred tax asset in our condensed financial statements as of August 31, 2019. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Under this standard, 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 and provides guidance on the recognition of costs related to obtaining customer contracts. We adopted this ASU effective December 1, 2018 in accordance with the full retrospective approach, which required us to retrospectively adjust certain previously reported results in the comparative prior periods presented. Upon adoption, we recorded a cumulative $31 million increase to our 2017 beginning retained earnings balance, a $15 million decrease to deferred revenue, a $28 million increase to unbilled receivables, and a $12 million increase to deferred tax liabilities. The revenue recognition related to accounting for the following transactions is most impacted by our adoption of this standard: • Revenue from term licenses with extended payment terms over the term of the agreement within our Data Connectivity and Integration segment - Under the applicable revenue recognition guidance for fiscal years 2018 and prior, these transactions were recognized when the amounts were billed to the customer. In accordance with ASC 606, revenue from term license performance obligations is recognized upon delivery and revenue from maintenance performance obligations is expected to be recognized over the contract term. To the extent that we enter into these transactions, revenue from term licenses with extended payment terms will be recognized prior to the customer being billed and we will recognize an unbilled receivable on the balance sheet. Accordingly, the recognition of license revenue is accelerated under ASC 606 as we historically did not recognize revenue until the amounts had 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) - Under the applicable revenue recognition guidance for fiscal years 2018 and prior, these transactions were recognized ratably over the associated maintenance period as the Company did not have vendor specific objective evidence ("VSOE") for maintenance or support. Under ASC 606, the requirement to have VSOE for undelivered elements that existed under prior 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. The impact of the adoption of this standard on our previously reported consolidated balance sheet and consolidated statements of operations is as follows: Consolidated Balance Sheet November 30, 2018 (in thousands) As Reported Adjustments As Adjusted Assets Accounts receivable, net $ 58,450 $ 1,265 $ 59,715 Short-term unbilled receivables — 1,421 1,421 Long-term unbilled receivables — 1,811 1,811 Deferred tax assets 1,922 (956 ) 966 Other assets (1) 580,237 — 580,237 Total assets $ 640,609 $ 3,541 $ 644,150 Liabilities and shareholders’ equity Short-term deferred revenue 133,194 (9,984 ) 123,210 Long-term deferred revenue 15,127 (2,397 ) 12,730 Deferred tax liabilities 3,797 2,002 5,799 Other liabilities (2) 178,409 — 178,409 Retained earnings 71,242 13,883 85,125 Accumulated other comprehensive loss (28,213 ) 37 (28,176 ) Other equity (3) 267,053 — 267,053 Total liabilities and shareholders’ equity $ 640,609 $ 3,541 $ 644,150 (1) Includes cash and cash equivalents, short-term investments, other current assets, assets held for sale, property and equipment, net, intangible assets, net, goodwill, and other assets. (2) Includes current portion of long-term debt, net, accounts payable, accrued compensation and related taxes, dividends payable, income taxes payable, other accrued liabilities, long-term debt, net, and other noncurrent liabilities. (3) Includes common stock and additional paid-in capital. Consolidated Statements of Income August 31, 2018 Three Months Ended Nine Months Ended (In thousands, except per share data) As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted Revenue: Software licenses $ 27,204 $ (4,352 ) $ 22,852 $ 78,986 $ (7,554 ) $ 71,432 Maintenance and services 68,479 1,272 69,751 206,846 2,599 209,445 Total revenue 95,683 (3,080 ) 92,603 285,832 (4,955 ) 280,877 Costs of revenue 16,696 — 16,696 50,242 — 50,242 Gross Profit 78,987 (3,080 ) 75,907 235,590 (4,955 ) 230,635 Operating expenses 56,804 — 56,804 173,851 — 173,851 Income from operations 22,183 (3,080 ) 19,103 61,739 (4,955 ) 56,784 Other expense, net (1,961 ) — (1,961 ) (4,830 ) — (4,830 ) Income before income taxes 20,222 (3,080 ) 17,142 56,909 (4,955 ) 51,954 Provision for income taxes 3,476 (724 ) 2,752 11,848 (920 ) 10,928 Net income $ 16,746 $ (2,356 ) $ 14,390 $ 45,061 $ (4,035 ) $ 41,026 Earnings per share: Basic $ 0.37 $ (0.05 ) $ 0.32 $ 0.99 $ (0.09 ) $ 0.90 Diluted $ 0.37 $ (0.05 ) $ 0.32 $ 0.97 $ (0.09 ) $ 0.88 Weighted average shares outstanding: Basic 45,130 — 45,130 45,730 — 45,730 Diluted 45,576 — 45,576 46,380 — 46,380 The adoption of ASC 606 had no impact on total cash from or used in operating, financing, or investing activities on our consolidated cash flow statements. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the 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 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 accounting for our cash flow hedges in accordance with the guidance provided in ASU 2017-12. 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 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. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 9 Months Ended |
Aug. 31, 2019 | |
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, 2019 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 116,146 $ — $ — $ 116,146 Money market funds 7,874 — — 7,874 State and municipal bond obligations 8,300 3 — 8,303 U.S. treasury bonds 6,860 21 — 6,881 Corporate bonds 6,179 14 — 6,193 Total $ 145,359 $ 38 $ — $ 145,397 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2018 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 101,316 $ — $ — $ 101,316 Money market funds 3,810 — — 3,810 State and municipal bond obligations 19,542 — (119 ) 19,423 U.S. treasury bonds 6,726 — (21 ) 6,705 Corporate bonds 8,329 — (70 ) 8,259 Total $ 139,723 $ — $ (210 ) $ 139,513 Such amounts are classified on our condensed consolidated balance sheets as follows (in thousands): August 31, 2019 November 30, 2018 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 116,146 $ — $ 101,316 $ — Money market funds 7,874 — 3,810 — State and municipal bond obligations — 8,303 — 19,423 U.S. treasury bonds — 6,881 — 6,705 Corporate bonds — 6,193 — 8,259 Total $ 124,020 $ 21,377 $ 105,126 $ 34,387 The fair value of debt securities by contractual maturity is as follows (in thousands): August 31, November 30, Due in one year or less $ 16,356 $ 25,051 Due after one year (1) 5,021 9,336 Total $ 21,377 $ 34,387 (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, 2019 or November 30, 2018 . |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Aug. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Cash Flow Hedge On July 9, 2019, we entered into an interest rate swap contract with an initial notional amount of $150.0 million to manage the variability of cash flows associated with approximately one-half of our variable rate debt. The contract matures on April 30, 2024 and requires periodic interest rate settlements. Under this interest rate swap contract, we receive a floating rate based on the greater of 1-month LIBOR or 0.00% and pay a fixed rate of 1.855% on the outstanding notional amount. We have designated the interes t rate swap as a cash flow hedge and assess the hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative. To the extent that the interest rate swap is highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the derivative are included as a component of other comprehensive (loss) income on our condensed consolidated balance sheets. Although we have determined at the onset of the hedge that the interest rate swap will be a highly effective hedge throughout the term of the contract, any portion of the fair value swap subsequently determined to be ineffective will be recognized in earnings. As of August 31, 2019 , the fair value of the hedge was a loss of $3.3 million and included in other noncurrent liabilities on our condensed consolidated balance sheets. The following table presents our interest rate swap contract where the notional amount reflects the quarterly amortization of the interest rate swap, which is equal to approximately one-half of the corresponding reduction in the balance of our term loan as we make our scheduled principal payments. The fair value of the derivative represents the discounted value of the expected future discounted cash flows for the interest rate swap, based on the amortization schedule and the current forward curve for the remaining term of the contract, as of the date of each reporting period (in thousands): August 31, 2019 November 30, 2018 Notional Value Fair Value Notional Value Fair Value Interest rate swap contracts designated as cash flow hedges $ 149,063 $ (3,348 ) $ — $ — Forward Contracts 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 between 30 days and one year from the date the contract was entered. At August 31, 2019 , $2.9 million was recorded in other accrued liabilities on the condensed consolidated balance sheets. At November 30, 2018 , $0.3 million and $0.1 million was recorded in other noncurrent liabilities and other current assets , respectively, on the condensed consolidated balance sheets. In the three and nine months ended August 31, 2019 , realized and unrealized losses of $1.6 million and $2.9 million , respectively, from our forward contracts were recognized in foreign currency loss, net , on the condensed consolidated statements of operations. 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, 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, 2019 November 30, 2018 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 75,096 $ (2,915 ) $ 105,830 $ (170 ) Forward contracts to purchase U.S. dollars 1,159 5 240 — Total $ 76,255 $ (2,910 ) $ 106,070 $ (170 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Aug. 31, 2019 | |
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, 2019 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 7,874 $ 7,874 $ — $ — State and municipal bond obligations 8,303 — 8,303 — U.S. treasury bonds 6,881 — 6,881 — Corporate bonds 6,193 — 6,193 — Liabilities Foreign exchange derivatives (2,910 ) — (2,910 ) — Interest rate swap $ (3,348 ) $ — $ (3,348 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2018 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 3,810 $ 3,810 $ — $ — State and municipal bond obligations 19,423 — 19,423 — U.S. treasury bonds 6,705 — 6,705 — Corporate bonds 8,259 — 8,259 — Liabilities Foreign exchange derivatives $ (170 ) $ — $ (170 ) $ — 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. Nonrecurring Fair Value Measurements During the fourth quarter of fiscal year 2018, certain assets were measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). Based on the fair value measurement, we recorded a $5.1 million asset impairment charge as of November 30, 2018 related to certain corporate land and building assets previously reported as property and equipment, net that we reclassified to assets held for sale on our consolidated balance sheets. On April 3, 2019, we sold these assets for approximately $5.8 million in net cash proceeds and recognized a net gain on the sale of approximately $0.1 million , which is included in interest income and other, net on our condensed consolidated statements of operations. The following table presents nonrecurring fair value measurements as of November 30, 2018 (in thousands): Total Fair Value Total Losses Assets held for sale $ 5,776 $ 5,147 The fair value measurement of the assets held for sale was measured using third-party valuation models and was determined using an income-based valuation methodology, which includes discounted expected cash flows. As the discounted cash flows represent unobservable inputs, the fair value was classified as a Level 3 measurement within the fair value hierarchy. The expected cash flows include proceeds from the sale, offset by the costs incurred to sell the assets. We did not have any nonrecurring fair value measurements during the nine months ended August 31, 2019 . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Aug. 31, 2019 | |
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, 2019 November 30, 2018 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 179,601 $ (121,937 ) $ 57,664 $ 154,301 $ (110,959 ) $ 43,342 Customer-related 134,242 (68,454 ) 65,788 67,802 (56,589 ) 11,213 Trademarks and trade names 27,340 (16,186 ) 11,154 17,740 (13,376 ) 4,364 Non-compete agreement 2,000 (225 ) 1,775 — — — Total $ 343,183 $ (206,802 ) $ 136,381 $ 239,843 $ (180,924 ) $ 58,919 In the three and nine months ended August 31, 2019 , amortization expense related to intangible assets was $14.5 million and $33.8 million , respectively. 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. The increase in intangible assets during fiscal year 2019 is related to the acquisition of Ipswitch in April 2019 (Note 6). Future amortization expense for intangible assets as of August 31, 2019 , is as follows (in thousands): Remainder of 2019 $ 14,301 2020 32,678 2021 32,560 2022 25,937 2023 21,860 Thereafter 9,045 Total $ 136,381 Goodwill Changes in the carrying amount of goodwill in the nine months ended August 31, 2019 are as follows (in thousands): Balance, November 30, 2018 $ 314,992 Additions 117,651 Translation adjustments (45 ) Balance, August 31, 2019 $ 432,598 The increase in goodwill during fiscal year 2019 is related to the acquisition of Ipswitch in April 2019 (Note 6). Changes in the goodwill balances by reportable segment in the nine months ended August 31, 2019 are as follows (in thousands): November 30, 2018 Additions Translation adjustments August 31, 2019 OpenEdge $ 248,987 $ 117,651 $ (45 ) $ 366,593 Data Connectivity and Integration 19,040 — — 19,040 Application Development and Deployment 46,965 — — 46,965 Total goodwill $ 314,992 $ 117,651 $ (45 ) $ 432,598 During the quarter ending August 31, 2019 , 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, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Ipswitch Acquisition On April 30, 2019, we completed the acquisition of all of the outstanding equity interests of Ipswitch, Inc. (“Ipswitch”) from Roger Greene (the “Seller”) pursuant to the Stock Purchase Agreement, dated as of March 28, 2019, by and among Progress, Ipswitch and the Seller. The acquisition was completed for an aggregate purchase price of $225.0 million , subject to certain customary adjustments as further described in the Stock Purchase Agreement (the “Consideration”), which was paid in cash. Pursuant to the Stock Purchase Agreement, $22.5 million of the Consideration was deposited into an escrow account to secure certain indemnification and other potential obligations of the Seller to Progress. The Seller also received an award of approximately $2.0 million in Progress restricted stock as consideration for the Seller entering into a non-competition agreement for three years as set forth in the Stock Purchase Agreement. Ipswitch enables approximately 24,000 small and medium-sized businesses and enterprises to provide secure data sharing and ensure high-performance infrastructure availability. Through this acquisition, we will bolster our core offerings to small and medium-sized businesses and enterprises, enabling those businesses to respond faster to business demands and to improve productivity. We funded the acquisition through a combination of existing cash resources and a $185.0 million term loan, which is part of a new $401.0 million term loan and revolving credit facility (Note 7). The consideration has been allocated to Ipswitch’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to change as we obtain additional information for those estimates during the measurement period (up to one year from the acquisition date). The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ 6,068 Property, plant and equipment 4,661 Purchased technology 33,100 5 Years Trade name 9,600 5 Years Customer relationships 66,600 5 Years Other assets 314 Deferred revenue (12,696 ) Goodwill 117,651 Net assets acquired $ 225,298 The preliminary fair value of the intangible assets has been 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 value 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. The valuation assumptions take into consideration the Company's estimates of customer attrition, technology obsolescence, and revenue growth projections. Based on the preliminary valuation, the acquired intangible assets are comprised of customer relationships of approximately $66.6 million , existing technology of approximately $33.1 million , and trade names of approximately $9.6 million . Tangible assets acquired and assumed liabilities were recorded at fair value. The valuation of the assumed deferred revenue was based on our contractual commitment to provide post-contract customer support to Ipswitch customers and future contractual performance obligations under existing hosting arrangements. The fair value of this assumed liability was based on the estimated cost plus a reasonable margin to fulfill these service obligations. A significant portion of the deferred revenue is expected to be recognized in the 12 months following the acquisition. 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 $117.7 million of goodwill, which is deductible for tax purposes. An election was made under Section 338(h)(10) of the Internal Revenue Code for Ipswitch to treat it as selling all of its assets on the acquisition date and then liquidating. As a result, the identifiable intangible assets and goodwill are deductible for tax purposes. As previously noted, the Seller received a restricted stock award of approximately $2.0 million , subject to continued compliance with the three -year non-compete agreement. We concluded that the restricted stock award is not a compensation arrangement and we recorded the fair value of the award as an intangible asset separate from goodwill. We will recognize intangible asset amortization expense over the term of the agreement, which is 3 years. We recorded $0.2 million and $0.2 million of amortization expense related to this restricted stock award for the three and nine months ended August 31, 2019, respectively. These amounts are recorded in operating expenses on our condensed consolidated statement of operations. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. During the three and nine months ended August 31, 2019, we incurred approximately $0.3 million and $1.4 million of acquisition-related costs, respectively, which are included in acquisition-related expenses on our condensed consolidated statement of operations. The operations of Ipswitch are included in our operating results as part of the OpenEdge segment from the date of acquisition. The amount of revenue of Ipswitch included in our unaudited condensed consolidated statement of operations during the three and nine months ended August 31, 2019 was approximately $10.7 million and $14.0 million , respectively. We determined that disclosing the amount of Ipswitch related earnings included in the consolidated statements of operations is impracticable, as certain operations of Ipswitch were integrated into the operations of the Company from the date of acquisition. Pro Forma Information The following pro forma financial information presents the combined results of operations of Progress and Ipswitch as if the acquisition had occurred on December 1, 2017 after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the Ipswitch acquisition and factually supportable. These pro forma adjustments include (i) a decrease in revenue from Ipswitch due to the beginning balance of deferred revenue being adjusted to reflect the fair value of the acquired balance, (ii) a net increase in amortization expense to record amortization expense for the $111.3 million of acquired identifiable intangible assets and to eliminate historical amortization of Ipswitch intangible assets, (iii) an increase in interest expense to record interest for the period presented as a result of the new credit facility entered into by Progress in connection with the acquisition, and (iv) the income tax effect of the adjustments made at the statutory tax rate of the U.S. (approximately 24.5% ). In addition, prior to the acquisition Ipswitch did not pay entity level corporate tax, with the exception of some states, because it was registered as an S-Corporation. Therefore, we applied the statutory tax rate of the U.S. (approximately 24.5% ) to the income before tax of Ipswitch as if the acquisition had occurred on December 1, 2017. The pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2017. These results are prepared in accordance with ASC 606. (In thousands, except per share data) Pro Forma Three Months Ended August 31, 2018 Revenue $ 107,014 Net income $ 9,666 Net income per basic share $ 0.21 Net income per diluted share $ 0.21 (In thousands, except per share data) Pro Forma Nine Months Ended August 31, 2019 Pro Forma Nine Months Ended August 31, 2018 Revenue $ 325,248 $ 316,265 Net income $ 24,381 $ 17,742 Net income per basic share $ 0.54 $ 0.39 Net income per diluted share $ 0.54 $ 0.38 |
Term Loan and Line of Credit
Term Loan and Line of Credit | 9 Months Ended |
Aug. 31, 2019 | |
Line of Credit Facility [Abstract] | |
Term Loan and Line of Credit | Term Loan and Line of Credit On April 30, 2019, we entered into an amended and restated credit agreement (the "Credit Agreement") with certain lenders (the "Lenders"), which provides for a $301.0 million secured term loan and a $100.0 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 . The Credit Agreement modified our prior credit facility by extending the maturity date to April 30, 2024 and extending the principal repayments of the term loan. We borrowed an additional $185.0 million under the term loan as part of this modification. The new term loan was used to partially fund our acquisition of Ipswitch (Note 6) and we expect to use the revolving credit facility for general corporate purposes, which may include acquisitions of other businesses, and may also use it for working capital. The Credit Agreement replaces our previous credit agreement dated November 20, 2017, which was set to mature on November 20, 2022. Loans under the previous credit agreement could be prepaid before maturity in whole or in part at our option without penalty or premium. At the time we entered into the Credit Agreement, there were no revolving loans and $1.3 million letters of credit outstanding, which were incorporated into the new credit facility. Interest rates for the term loan and revolving credit facility are based upon our leverage ratio and determined based on an index selected at our option. The rates range from 1.50% to 2.00% above the Eurocurrency rate for Eurocurrency-based borrowings or from 0.50% to 1.00% above the defined base rate for base rate borrowings. Additionally, we may borrow certain foreign currencies at rates set in the same respective range above the London interbank offered interest rates for those currencies. A quarterly commitment fee on the undrawn portion of the revolving credit facility is required and ranges from 0.25% to 0.35% per annum based on our leverage ratio. The interest rate as of August 31, 2019 was 3.75% . The credit facility matures on April 30, 2024 , 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, 2019 was $299.1 million , with $9.4 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 August 31, 2019 . The principal repayment amounts are in accordance with the following schedule: (i) four payments of $1.9 million each, (ii) four payments of $3.8 million each, (iii) four payments of $5.6 million each, (iv) four payments of $7.5 million each, (v) three payments of $9.4 million each, and (vi) 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, 2019 , 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. Costs incurred to obtain our long-term debt of $1.6 million , along with $1.2 million of unamortized debt issuance costs related to the previous credit agreement, 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, 2019 . 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, 2019 and August 31, 2018 and $0.3 million for the nine months ended August 31, 2019 and August 31, 2018 , respectively, is recorded in interest expense on our condensed consolidated statements of operations. Revolving loans may be borrowed, repaid, and reborrowed until April 30, 2024 , at which time all amounts outstanding must be repaid. Accrued interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of each interest rate period (or at each three-month interval in the case of loans with interest periods greater than three months) with respect to Eurocurrency rate loans. We may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and reimbursement of certain costs in the case of Eurocurrency rate loans. As of August 31, 2019 , there were no amounts outstanding under the revolving line and $1.8 million of letters of credit. We are the sole borrower under the credit facility. Our obligations under the Credit Agreement are secured by substantially all of our assets and each of our material domestic subsidiaries, as well as 100% of the capital stock of our domestic subsidiaries and 65% of the capital stock of our first-tier foreign subsidiaries, in each case, subject to certain exceptions as described in the Credit Agreement. Future material domestic subsidiaries will be required to guaranty our obligations under the Credit Agreement, and to grant security interests in substantially all of their assets to secure such obligations. The Credit Agreement generally prohibits, with certain exceptions, any other liens on our assets, subject to certain exceptions as described in the Credit Agreement. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, grant liens, make investments, make acquisitions, incur indebtedness, merge or consolidate, dispose of assets, pay dividends or make distributions, repurchase stock, change the nature of the business, enter into certain transactions with affiliates and enter into burdensome agreements, in each case subject to customary exceptions for a credit facility of this size and type. We are also required to maintain compliance with a consolidated fixed charge coverage ratio, a consolidated total leverage ratio and a consolidated senior secured leverage ratio. We are in compliance with these financial covenants as of August 31, 2019 . As of August 31, 2019 , aggregate principal payments of long-term debt for the next five years and thereafter are (in thousands): Remainder of 2019 $ 1,880 2020 11,287 2021 18,813 2022 26,338 2023 33,863 Thereafter 206,938 Total $ 299,119 |
Common Stock Repurchases
Common Stock Repurchases | 9 Months Ended |
Aug. 31, 2019 | |
Equity [Abstract] | |
Common Stock Repurchases | Common Stock Repurchases In the three months ended August 31, 2019 , we did not repurchase and retire any shares of our common stock. In the nine months ended August 31, 2019 , we repurchased and retired 0.7 million shares for $25.0 million . In the three and nine months ended August 31, 2018 , we repurchased and retired 0.5 million shares for $20.0 million and 2.6 million shares for $110.0 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, 2019 , there was $75.0 million remaining under this current authorization. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Aug. 31, 2019 | |
Share-based Payment Arrangement [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 year 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 stockholder 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 years 2018 and 2019, 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 and 2019 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 $ 317 $ (96 ) $ 811 $ 419 Sales and marketing 968 762 3,205 2,127 Product development 1,529 1,744 5,393 5,774 General and administrative 2,676 2,156 8,002 6,396 Total stock-based compensation $ 5,490 $ 4,566 $ 17,411 $ 14,716 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Aug. 31, 2019 | |
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, 2019 (in thousands): Foreign Currency Translation Adjustment Unrealized Losses on Hedging Activity Unrealized (Losses) Gains on Investments Accumulated Other Comprehensive Loss Balance, December 1, 2018, as adjusted $ (27,973 ) $ — $ (203 ) $ (28,176 ) Other comprehensive (loss) income before reclassifications, net of tax (2,512 ) (2,528 ) 194 (4,846 ) Balance, August 31, 2019 $ (30,485 ) $ (2,528 ) $ (9 ) $ (33,022 ) The tax effect on accumulated unrealized losses on hedging activity and unrealized (losses) gains on investments was $0.8 million as of August 31, 2019 and minimal as of November 30, 2018 . |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Aug. 31, 2019 | |
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, 2018 $ 307 $ 4 $ 311 Costs incurred 676 3,317 3,993 Cash disbursements (527 ) (1,608 ) (2,135 ) Translation adjustments and other (103 ) (3 ) (106 ) Balance, August 31, 2019 $ 353 $ 1,710 $ 2,063 2019 Restructuring During the second quarter of fiscal year 2019, we restructured our operations in connection with the acquisition of Ipswitch (Note 6). This restructuring resulted in a reduction in redundant positions, primarily within administrative functions of Ipswitch. We expect to incur additional expenses as part of this action related to employee costs and facility closures as we consolidate offices in various locations during fiscal years 2019 and 2020. Restructuring expenses incurred to date are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation). As part of this fiscal year 2019 restructuring, for the three and nine months ended August 31, 2019 , we incurred expenses of $0.6 million and $3.3 million , respectively, which are recorded in restructuring expenses on the condensed consolidated statements of operations. A summary of the first nine months of fiscal year 2019 activity for this restructuring action is as follows (in thousands): Excess Employee Severance and Related Benefits Total Balance, December 1, 2018 $ — $ — $ — Costs incurred — 3,313 3,313 Cash disbursements — (1,600 ) (1,600 ) Translation adjustments and other — (3 ) (3 ) Balance, August 31, 2019 $ — $ 1,710 $ 1,710 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through the second quarter of fiscal year 2020. Accordingly, the balance of the restructuring reserve of $1.7 million is included in other accrued liabilities on the condensed consolidated balance sheet at August 31, 2019 . 2017 Restructuring 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 years 2017 and 2018 and the first nine months of fiscal year 2019. 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, 2019 , we incurred expenses of $0.2 million and $0.7 million , respectively, which are recorded in restructuring expenses on the condensed consolidated statements of operations. A summary of the first nine months of fiscal year 2019 activity for this restructuring action is as follows (in thousands): Excess Employee Severance and Related Benefits Total Balance, December 1, 2018 $ 307 $ 4 $ 311 Costs incurred 676 4 680 Cash disbursements (527 ) (8 ) (535 ) Translation adjustments and other (103 ) — (103 ) Balance, August 31, 2019 $ 353 $ — $ 353 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2019. Accordingly, the balance of the restructuring reserve of $0.4 million is included in other accrued liabilities on the condensed consolidated balance sheet at August 31, 2019 . |
Income Taxes
Income Taxes | 9 Months Ended |
Aug. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax provision for the third quarter of fiscal years 2019 and 2018 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. Certain international provisions of the Tax Cuts and Jobs Act became effective for us in fiscal year 2019. The global intangible low-taxed income (“GILTI”) provisions require us to include in our U.S. income tax base foreign subsidiary earnings in excess of an allowable return of the foreign subsidiary’s tangible assets. We expect to be subject to incremental U.S. tax resulting from GILTI inclusions in fiscal year 2019, but we do not expect the impact to be material. Our effective income tax rate was (11)% in the third quarter of fiscal year 2019 compared to 16% in the third quarter of fiscal year 2018, and 18% in the first nine months of fiscal year 2019 compared to 21% in the same period last year. The primary reason for the decrease in the effective rate as compared to the prior period is that during the preparation of our financial statements for the three months ended August 31, 2019, we identified an error in our income tax provisions for the first and second quarters of fiscal year 2019 related to the tax treatment of an intercompany sale of intellectual property that occurred in fiscal year 2018. As a result of the error, income tax expense was overstated by $1.1 million and $2.5 million during the first and second quarters of fiscal year 2019, respectively. We determined that the error was not material to the first and second quarters of fiscal year 2019 and corrected the error by recording an out of period $3.6 million tax benefit in our financial statements for the period ended August 31, 2019. 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 2013. |
Earnings per share
Earnings per share | 9 Months Ended |
Aug. 31, 2019 | |
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, As Adjusted (1) As Adjusted (1) Net income $ 13,557 $ 14,390 $ 31,140 $ 41,026 Weighted average shares outstanding 44,716 45,130 44,761 45,730 Dilutive impact from common stock equivalents 587 446 531 650 Diluted weighted average shares outstanding 45,303 45,576 45,292 46,380 Basic earnings per share $ 0.30 $ 0.32 $ 0.70 $ 0.90 Diluted earnings per share $ 0.30 $ 0.32 $ 0.69 $ 0.88 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. We excluded stock awards representing approximately 1,236,000 shares and 898,000 shares of common stock from the calculation of diluted earnings per share in the three and nine months ended August 31, 2019 , respectively, because these awards were anti-dilutive. In the three and nine months ended August 31, 2018 , we excluded stock awards representing 690,000 shares and 577,000 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, 2019 | |
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. Ipswitch became part of our OpenEdge business segment as of the date of acquisition. 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. Further, the following expenses are not allocated to our segments as we also 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 intangibles, stock-based compensation, fees related to shareholder activist, restructuring expenses, and acquisition-related expenses. The following table provides revenue and contribution margin from our reportable segments and reconciles to our consolidated income from continuing operations before income taxes: Three Months Ended Nine Months Ended August 31, 2019 August 31, 2018 August 31, 2019 August 31, 2018 (In thousands) As Adjusted (1) As Adjusted (1) Segment revenue: OpenEdge $ 78,607 $ 68,519 $ 211,679 $ 204,789 Data Connectivity and Integration 8,754 4,563 27,686 17,466 Application Development and Deployment 19,355 19,521 56,895 58,622 Total revenue 106,716 92,603 296,260 280,877 Segment costs of revenue and operating expenses: OpenEdge 22,711 16,419 60,123 47,194 Data Connectivity and Integration 1,943 1,520 5,249 4,823 Application Development and Deployment 6,093 7,071 17,067 20,068 Total costs of revenue and operating expenses 30,747 25,010 82,439 72,085 Segment contribution margin: OpenEdge 55,896 52,100 151,556 157,595 Data Connectivity and Integration 6,811 3,043 22,437 12,643 Application Development and Deployment 13,262 12,450 39,828 38,554 Total contribution margin 75,969 67,593 213,821 208,792 Other unallocated expenses (2) 60,009 48,490 167,711 152,008 Income from operations 15,960 19,103 46,110 56,784 Other expense, net (3,718 ) (1,961 ) (8,038 ) (4,830 ) Income before income taxes $ 12,242 $ 17,142 $ 38,072 $ 51,954 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. (2) 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 intangibles, stock-based compensation, fees related to shareholder activist, restructuring expenses, 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 August 31, August 31, August 31, August 31, (In thousands) As Adjusted (1) As Adjusted (1) Performance obligations transferred at a point in time: Software licenses $ 30,686 $ 22,852 $ 83,216 $ 71,432 Performance obligations transferred over time: Maintenance 67,611 62,170 190,138 187,412 Services 8,419 7,581 22,906 22,033 Total revenue $ 106,716 $ 92,603 $ 296,260 $ 280,877 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. 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 August 31, August 31, August 31, August 31, (In thousands) As Adjusted (1) As Adjusted (1) North America $ 61,816 $ 49,756 $ 165,374 $ 149,305 EMEA 35,109 32,663 102,114 101,008 Latin America 3,862 4,600 12,431 13,785 Asia Pacific 5,929 5,584 16,341 16,779 Total revenue $ 106,716 $ 92,603 $ 296,260 $ 280,877 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. No single customer, partner, or country outside of the U.S. has accounted for more than 10% of our total revenue for the three or nine months ended August 31, 2019 and August 31, 2018 . As of August 31, 2019 and November 30, 2018 , no individual customer accounted for 10% or more of our net accounts receivable balance. As of August 31, 2019 and November 30, 2018 , no individual foreign country accounted for 10% or more of total consolidated assets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Aug. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On September 26, 2019, we announced that we are reducing our current and ongoing spending levels within our cognitive application product lines, which consist primarily of our DataRPM and Kinvey products. We expect our fiscal fourth quarter results to include a restructuring charge of $2.0 million to $4.0 million . This restructuring charge will relate to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation). In connection with this restructuring action, during the fiscal fourth quarter, we will be evaluating the ongoing value of the intangible assets associated with the technologies and trade names obtained in the acquisitions of DataRPM and Kinvey. In accordance with ASC 360-10, we record impairment losses on long-lived assets used in operations when events and circumstances indicate that long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. We are still in the process of evaluating the recoverability of these assets; however, we expect that we will be required to write down these assets to fair value because our estimate of undiscounted cash flows associated with DataRPM and Kinvey may change. As of August 31, 2019, the combined carrying amounts of these intangible assets was $23.6 million . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Aug. 31, 2019 | |
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 ("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, 2018 ("Annual Report on Form 10-K for the fiscal year ended November 30, 2018 "). We adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASC 606") effective December 1, 2018 using the full retrospective method, which required us to retroactively adjust comparative prior periods to conform to current presentation. See " Recently Adopted Accounting Pronouncements " below for further information. We made no material changes in the application of our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2018 , except as discussed below with respect to our adoption of ASC 606. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2018 , 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. |
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an on-going basis, management evaluates its estimates and records changes in estimates in the period in which they become known. These estimates are based on historical data and experience, as well as various other assumptions that management believes to be reasonable under the circumstances. The most significant estimates relate to: the timing and amount of revenue recognition, including the determination of the nature and timing of the satisfaction of performance obligations, the standalone selling price of performance obligations, and the transaction price allocated to performance obligations; the realization of tax assets and estimates of tax liabilities; fair values of investments in marketable securities; assets held for sale; intangible assets and goodwill valuations; the recognition and disclosure of contingent liabilities; the collectability of accounts receivable; and assumptions used to determine the fair value of stock-based compensation. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition Revenue Policy We derive our revenue primarily from software licenses and maintenance and services. Our license arrangements generally contain multiple performance obligations, including software maintenance services. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We recognize revenue through the application of the following steps: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to performance obligations in the contract; and (v) recognition of revenue when or as we satisfy the performance obligations. Sales taxes collected from customers and remitted to government authorities are excluded from revenue and we do not license our software with a right of return. Software Licenses Software licenses are on-premise and fully functional when made available to the customer. As the customer can use and benefit from the license on its own, on-premise software licenses represent distinct performance obligations. Revenue is recognized upfront at the point in time when control is transferred, which is defined as the point in time when the client can use and benefit from the license. Our licenses are sold as perpetual or term licenses, and the arrangements typically contain various combinations of maintenance and services, which are generally accounted for as separate performance obligations. We use the residual approach to allocate the transaction price to our software license performance obligations because, due to the pricing of our licenses being highly variable, they do not have an observable stand-alone selling price ("SSP"). As required, we evaluate the residual approach estimate compared to all available observable data in order to conclude the estimate is representative of its SSP. Perpetual licenses are generally invoiced upon execution of the contract and payable within 30 days. Term licenses are generally invoiced in advance on an annual basis over the term of the arrangement, which is typically one to three years. Any difference between the revenue recognized and the amount invoiced to the customer is recognized on our consolidated balance sheets as unbilled receivables until the customer is invoiced, at which point the amount is reclassified to accounts receivable. Maintenance Maintenance revenue is made up of technical support, bug fixes, and when-and-if available unspecified software upgrades. As these maintenance services are considered to be a series of distinct services that are substantially the same and have the same duration and measure of progress, we have concluded that they represent one combined performance obligation. Revenue is recognized ratably over the contract period. The SSP of maintenance services is a percentage of the net selling price of the related software license, which has remained within a tight range and is consistent with the stand-alone pricing of subsequent maintenance renewals. Maintenance services are generally invoiced in advance on an annual basis over the term of the arrangement, which is typically one to three years. Services Services revenue primarily includes consulting and customer education services. In general, services are distinct performance obligations. Services revenue is generally recognized as the services are delivered to the customer. We apply the practical expedient of recognizing revenue upon invoicing for time and materials-based arrangements as the invoiced amount corresponds to the value of the services provided. The SSP of services is based upon observable prices in similar transactions using the hourly rates sold in stand-alone services transactions. Services are either sold on a time and materials basis or prepaid upfront. We also offer products via a software-as-a-service ("SaaS") model, which is a subscription-based model. Our customers can use hosted software over the contract period without taking possession of it and the cloud services are available to them throughout the entire term, even if they do not use the service. Revenue related to SaaS offerings is recognized ratably over the contract period. The SSP of SaaS performance obligations is determined based upon observable prices in stand-alone SaaS transactions. SaaS arrangements are generally invoiced in advance on a monthly, quarterly, or annual basis over the term of the arrangement, which is typically one to three years. Arrangements with Multiple Performance Obligations When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We allocate the transaction price to each performance obligation in a contract based on its relative SSP. Although we do not have a history of offering these elements, prior to allocating the transaction price to each performance obligation, we consider whether the arrangement has any discounts, material rights, or specified future upgrades that may represent additional performance obligations. Determining whether products and services are distinct performance obligations and the determination of the SSP may require significant judgment. Contract Balances Unbilled Receivables and Contract Assets The timing of revenue recognition may differ from the timing of customer invoicing. When revenue is recognized prior to invoicing and the right to the amount due from customers is conditioned only on the passage of time, we record an unbilled receivable on our condensed consolidated balance sheets. Our multi-year term license arrangements, which are typically billed annually, result in revenue recognition in advance of invoicing and the recognition of unbilled receivables. As of August 31, 2019 , invoicing of our long-term unbilled receivables is expected to occur as follows (in thousands): 2020 $ 1,001 2021 8,234 2022 752 Total $ 9,987 Contract assets, which arise when revenue is recognized prior to invoicing and the right to the amount due from customers is conditioned on something other than the passage of time, such as the completion of a related performance obligation, were $1.6 million as of August 31, 2019 and insignificant as of November 30, 2018. These amounts are included in unbilled receivables or long-term unbilled receivables on our condensed consolidated balance sheets. Deferred Revenue Deferred revenue is recorded when revenue is recognized subsequent to customer invoicing. Our deferred revenue balance is primarily made up of deferred maintenance from our OpenEdge and Application Development and Deployment segments. As of August 31, 2019 , the changes in deferred revenue were as follows (in thousands): Balance, December 1, 2018 As Adjusted (1) $ 135,940 Billings and other 320,846 Revenue recognized (296,260 ) Balance, August 31, 2019 $ 160,526 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of August 31, 2019 , transaction price allocated to remaining performance obligations was $166 million . We expect to recognize approximately 90% of the revenue within the next year and the remainder thereafter. Deferred Contract Costs Deferred contract costs, which include certain sales incentive programs, are incremental and recoverable costs of obtaining a contract with a customer. Incremental costs of obtaining a contract with a customer are recognized as an asset if the expected benefit of those costs is longer than one year. We have applied the practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include a large majority of our sales incentive programs as we have determined that annual compensation is commensurate with annual sales activities. Certain of our sales incentive programs do meet the requirements to be capitalized. Depending upon the sales incentive program and the related revenue arrangement, such capitalized costs are amortized over the longer of (i) the product life, which is generally three to five years; or (ii) the term of the related revenue contract. We determined that a three to five year product life represents the period of benefit that we receive from these incremental costs based on both qualitative and quantitative factors, which include customer contracts, industry norms, and product upgrades. Total deferred contract costs were $1.2 million as of August 31, 2019 and minimal as of November 30, 2018 and are included in other current assets and other assets on our condensed consolidated balance sheets. Amortization of deferred contract costs is included in sales and marketing expense on our condensed consolidated statement of operations and was minimal in all periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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 prior accounting standards, the recognition of current and deferred income taxes for an intra-entity transfer was prohibited until the asset has been sold to an outside party. We adopted this standard at the beginning of the first quarter of fiscal year 2019. Upon adoption, we reclassified approximately $3.4 million from non-current prepaid taxes, which is included in other assets on our consolidated balance sheet, to retained earnings as of December 1, 2018. During the preparation of our condensed consolidated financial statements for the three months ended August 31, 2019, we identified that a deferred tax asset of $8.2 million should also have been recorded upon adoption of this standard at the beginning of the first quarter of fiscal year 2019, with the offset recorded to retained earnings. We determined that the error is not material to the first and second quarters of fiscal year 2019. We also concluded that recording an out-of-period correction would not be material and have therefore corrected this error by recording the $8.2 million deferred tax asset in our condensed financial statements as of August 31, 2019. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Under this standard, 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 and provides guidance on the recognition of costs related to obtaining customer contracts. We adopted this ASU effective December 1, 2018 in accordance with the full retrospective approach, which required us to retrospectively adjust certain previously reported results in the comparative prior periods presented. Upon adoption, we recorded a cumulative $31 million increase to our 2017 beginning retained earnings balance, a $15 million decrease to deferred revenue, a $28 million increase to unbilled receivables, and a $12 million increase to deferred tax liabilities. The revenue recognition related to accounting for the following transactions is most impacted by our adoption of this standard: • Revenue from term licenses with extended payment terms over the term of the agreement within our Data Connectivity and Integration segment - Under the applicable revenue recognition guidance for fiscal years 2018 and prior, these transactions were recognized when the amounts were billed to the customer. In accordance with ASC 606, revenue from term license performance obligations is recognized upon delivery and revenue from maintenance performance obligations is expected to be recognized over the contract term. To the extent that we enter into these transactions, revenue from term licenses with extended payment terms will be recognized prior to the customer being billed and we will recognize an unbilled receivable on the balance sheet. Accordingly, the recognition of license revenue is accelerated under ASC 606 as we historically did not recognize revenue until the amounts had 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) - Under the applicable revenue recognition guidance for fiscal years 2018 and prior, these transactions were recognized ratably over the associated maintenance period as the Company did not have vendor specific objective evidence ("VSOE") for maintenance or support. Under ASC 606, the requirement to have VSOE for undelivered elements that existed under prior 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. The impact of the adoption of this standard on our previously reported consolidated balance sheet and consolidated statements of operations is as follows: Consolidated Balance Sheet November 30, 2018 (in thousands) As Reported Adjustments As Adjusted Assets Accounts receivable, net $ 58,450 $ 1,265 $ 59,715 Short-term unbilled receivables — 1,421 1,421 Long-term unbilled receivables — 1,811 1,811 Deferred tax assets 1,922 (956 ) 966 Other assets (1) 580,237 — 580,237 Total assets $ 640,609 $ 3,541 $ 644,150 Liabilities and shareholders’ equity Short-term deferred revenue 133,194 (9,984 ) 123,210 Long-term deferred revenue 15,127 (2,397 ) 12,730 Deferred tax liabilities 3,797 2,002 5,799 Other liabilities (2) 178,409 — 178,409 Retained earnings 71,242 13,883 85,125 Accumulated other comprehensive loss (28,213 ) 37 (28,176 ) Other equity (3) 267,053 — 267,053 Total liabilities and shareholders’ equity $ 640,609 $ 3,541 $ 644,150 (1) Includes cash and cash equivalents, short-term investments, other current assets, assets held for sale, property and equipment, net, intangible assets, net, goodwill, and other assets. (2) Includes current portion of long-term debt, net, accounts payable, accrued compensation and related taxes, dividends payable, income taxes payable, other accrued liabilities, long-term debt, net, and other noncurrent liabilities. (3) Includes common stock and additional paid-in capital. Consolidated Statements of Income August 31, 2018 Three Months Ended Nine Months Ended (In thousands, except per share data) As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted Revenue: Software licenses $ 27,204 $ (4,352 ) $ 22,852 $ 78,986 $ (7,554 ) $ 71,432 Maintenance and services 68,479 1,272 69,751 206,846 2,599 209,445 Total revenue 95,683 (3,080 ) 92,603 285,832 (4,955 ) 280,877 Costs of revenue 16,696 — 16,696 50,242 — 50,242 Gross Profit 78,987 (3,080 ) 75,907 235,590 (4,955 ) 230,635 Operating expenses 56,804 — 56,804 173,851 — 173,851 Income from operations 22,183 (3,080 ) 19,103 61,739 (4,955 ) 56,784 Other expense, net (1,961 ) — (1,961 ) (4,830 ) — (4,830 ) Income before income taxes 20,222 (3,080 ) 17,142 56,909 (4,955 ) 51,954 Provision for income taxes 3,476 (724 ) 2,752 11,848 (920 ) 10,928 Net income $ 16,746 $ (2,356 ) $ 14,390 $ 45,061 $ (4,035 ) $ 41,026 Earnings per share: Basic $ 0.37 $ (0.05 ) $ 0.32 $ 0.99 $ (0.09 ) $ 0.90 Diluted $ 0.37 $ (0.05 ) $ 0.32 $ 0.97 $ (0.09 ) $ 0.88 Weighted average shares outstanding: Basic 45,130 — 45,130 45,730 — 45,730 Diluted 45,576 — 45,576 46,380 — 46,380 The adoption of ASC 606 had no impact on total cash from or used in operating, financing, or investing activities on our consolidated cash flow statements. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2018, the 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 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 accounting for our cash flow hedges in accordance with the guidance provided in ASU 2017-12. 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 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. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Contract with Customer, Asset and Liability | As of August 31, 2019 , the changes in deferred revenue were as follows (in thousands): Balance, December 1, 2018 As Adjusted (1) $ 135,940 Billings and other 320,846 Revenue recognized (296,260 ) Balance, August 31, 2019 $ 160,526 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. As of August 31, 2019 , invoicing of our long-term unbilled receivables is expected to occur as follows (in thousands): 2020 $ 1,001 2021 8,234 2022 752 Total $ 9,987 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The impact of the adoption of this standard on our previously reported consolidated balance sheet and consolidated statements of operations is as follows: Consolidated Balance Sheet November 30, 2018 (in thousands) As Reported Adjustments As Adjusted Assets Accounts receivable, net $ 58,450 $ 1,265 $ 59,715 Short-term unbilled receivables — 1,421 1,421 Long-term unbilled receivables — 1,811 1,811 Deferred tax assets 1,922 (956 ) 966 Other assets (1) 580,237 — 580,237 Total assets $ 640,609 $ 3,541 $ 644,150 Liabilities and shareholders’ equity Short-term deferred revenue 133,194 (9,984 ) 123,210 Long-term deferred revenue 15,127 (2,397 ) 12,730 Deferred tax liabilities 3,797 2,002 5,799 Other liabilities (2) 178,409 — 178,409 Retained earnings 71,242 13,883 85,125 Accumulated other comprehensive loss (28,213 ) 37 (28,176 ) Other equity (3) 267,053 — 267,053 Total liabilities and shareholders’ equity $ 640,609 $ 3,541 $ 644,150 (1) Includes cash and cash equivalents, short-term investments, other current assets, assets held for sale, property and equipment, net, intangible assets, net, goodwill, and other assets. (2) Includes current portion of long-term debt, net, accounts payable, accrued compensation and related taxes, dividends payable, income taxes payable, other accrued liabilities, long-term debt, net, and other noncurrent liabilities. (3) Includes common stock and additional paid-in capital. Consolidated Statements of Income August 31, 2018 Three Months Ended Nine Months Ended (In thousands, except per share data) As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted Revenue: Software licenses $ 27,204 $ (4,352 ) $ 22,852 $ 78,986 $ (7,554 ) $ 71,432 Maintenance and services 68,479 1,272 69,751 206,846 2,599 209,445 Total revenue 95,683 (3,080 ) 92,603 285,832 (4,955 ) 280,877 Costs of revenue 16,696 — 16,696 50,242 — 50,242 Gross Profit 78,987 (3,080 ) 75,907 235,590 (4,955 ) 230,635 Operating expenses 56,804 — 56,804 173,851 — 173,851 Income from operations 22,183 (3,080 ) 19,103 61,739 (4,955 ) 56,784 Other expense, net (1,961 ) — (1,961 ) (4,830 ) — (4,830 ) Income before income taxes 20,222 (3,080 ) 17,142 56,909 (4,955 ) 51,954 Provision for income taxes 3,476 (724 ) 2,752 11,848 (920 ) 10,928 Net income $ 16,746 $ (2,356 ) $ 14,390 $ 45,061 $ (4,035 ) $ 41,026 Earnings per share: Basic $ 0.37 $ (0.05 ) $ 0.32 $ 0.99 $ (0.09 ) $ 0.90 Diluted $ 0.37 $ (0.05 ) $ 0.32 $ 0.97 $ (0.09 ) $ 0.88 Weighted average shares outstanding: Basic 45,130 — 45,130 45,730 — 45,730 Diluted 45,576 — 45,576 46,380 — 46,380 |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Investments and Cash [Abstract] | |
Summary of Cash, Cash Equivalents and Available-for-sale Investments | A summary of our cash, cash equivalents and available-for-sale investments at August 31, 2019 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 116,146 $ — $ — $ 116,146 Money market funds 7,874 — — 7,874 State and municipal bond obligations 8,300 3 — 8,303 U.S. treasury bonds 6,860 21 — 6,881 Corporate bonds 6,179 14 — 6,193 Total $ 145,359 $ 38 $ — $ 145,397 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2018 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 101,316 $ — $ — $ 101,316 Money market funds 3,810 — — 3,810 State and municipal bond obligations 19,542 — (119 ) 19,423 U.S. treasury bonds 6,726 — (21 ) 6,705 Corporate bonds 8,329 — (70 ) 8,259 Total $ 139,723 $ — $ (210 ) $ 139,513 |
Summary of Cash, Cash Equivalents 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, 2019 November 30, 2018 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 116,146 $ — $ 101,316 $ — Money market funds 7,874 — 3,810 — State and municipal bond obligations — 8,303 — 19,423 U.S. treasury bonds — 6,881 — 6,705 Corporate bonds — 6,193 — 8,259 Total $ 124,020 $ 21,377 $ 105,126 $ 34,387 |
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 $ 16,356 $ 25,051 Due after one year (1) 5,021 9,336 Total $ 21,377 $ 34,387 (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, 2019 | |
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, 2019 November 30, 2018 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 75,096 $ (2,915 ) $ 105,830 $ (170 ) Forward contracts to purchase U.S. dollars 1,159 5 240 — Total $ 76,255 $ (2,910 ) $ 106,070 $ (170 ) The following table presents our interest rate swap contract where the notional amount reflects the quarterly amortization of the interest rate swap, which is equal to approximately one-half of the corresponding reduction in the balance of our term loan as we make our scheduled principal payments. The fair value of the derivative represents the discounted value of the expected future discounted cash flows for the interest rate swap, based on the amortization schedule and the current forward curve for the remaining term of the contract, as of the date of each reporting period (in thousands): August 31, 2019 November 30, 2018 Notional Value Fair Value Notional Value Fair Value Interest rate swap contracts designated as cash flow hedges $ 149,063 $ (3,348 ) $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
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, 2019 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 7,874 $ 7,874 $ — $ — State and municipal bond obligations 8,303 — 8,303 — U.S. treasury bonds 6,881 — 6,881 — Corporate bonds 6,193 — 6,193 — Liabilities Foreign exchange derivatives (2,910 ) — (2,910 ) — Interest rate swap $ (3,348 ) $ — $ (3,348 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2018 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 3,810 $ 3,810 $ — $ — State and municipal bond obligations 19,423 — 19,423 — U.S. treasury bonds 6,705 — 6,705 — Corporate bonds 8,259 — 8,259 — Liabilities Foreign exchange derivatives $ (170 ) $ — $ (170 ) $ — |
Fair Value Measurements, Nonrecurring | The following table presents nonrecurring fair value measurements as of November 30, 2018 (in thousands): Total Fair Value Total Losses Assets held for sale $ 5,776 $ 5,147 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following significant classes (in thousands): August 31, 2019 November 30, 2018 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 179,601 $ (121,937 ) $ 57,664 $ 154,301 $ (110,959 ) $ 43,342 Customer-related 134,242 (68,454 ) 65,788 67,802 (56,589 ) 11,213 Trademarks and trade names 27,340 (16,186 ) 11,154 17,740 (13,376 ) 4,364 Non-compete agreement 2,000 (225 ) 1,775 — — — Total $ 343,183 $ (206,802 ) $ 136,381 $ 239,843 $ (180,924 ) $ 58,919 |
Schedule of Future Amortization Expense from Intangible Assets Held | Future amortization expense for intangible assets as of August 31, 2019 , is as follows (in thousands): Remainder of 2019 $ 14,301 2020 32,678 2021 32,560 2022 25,937 2023 21,860 Thereafter 9,045 Total $ 136,381 |
Schedule of Goodwill | Changes in the carrying amount of goodwill in the nine months ended August 31, 2019 are as follows (in thousands): Balance, November 30, 2018 $ 314,992 Additions 117,651 Translation adjustments (45 ) Balance, August 31, 2019 $ 432,598 The increase in goodwill during fiscal year 2019 is related to the acquisition of Ipswitch in April 2019 (Note 6). Changes in the goodwill balances by reportable segment in the nine months ended August 31, 2019 are as follows (in thousands): November 30, 2018 Additions Translation adjustments August 31, 2019 OpenEdge $ 248,987 $ 117,651 $ (45 ) $ 366,593 Data Connectivity and Integration 19,040 — — 19,040 Application Development and Deployment 46,965 — — 46,965 Total goodwill $ 314,992 $ 117,651 $ (45 ) $ 432,598 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ 6,068 Property, plant and equipment 4,661 Purchased technology 33,100 5 Years Trade name 9,600 5 Years Customer relationships 66,600 5 Years Other assets 314 Deferred revenue (12,696 ) Goodwill 117,651 Net assets acquired $ 225,298 |
Business Acquisition, Pro Forma Information | (In thousands, except per share data) Pro Forma Three Months Ended August 31, 2018 Revenue $ 107,014 Net income $ 9,666 Net income per basic share $ 0.21 Net income per diluted share $ 0.21 (In thousands, except per share data) Pro Forma Nine Months Ended August 31, 2019 Pro Forma Nine Months Ended August 31, 2018 Revenue $ 325,248 $ 316,265 Net income $ 24,381 $ 17,742 Net income per basic share $ 0.54 $ 0.39 Net income per diluted share $ 0.54 $ 0.38 |
Term Loan and Line of Credit (T
Term Loan and Line of Credit (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Line of Credit Facility [Abstract] | |
Schedule of Maturities of Long-term Debt | As of August 31, 2019 , aggregate principal payments of long-term debt for the next five years and thereafter are (in thousands): Remainder of 2019 $ 1,880 2020 11,287 2021 18,813 2022 26,338 2023 33,863 Thereafter 206,938 Total $ 299,119 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
Share-based Payment Arrangement [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 $ 317 $ (96 ) $ 811 $ 419 Sales and marketing 968 762 3,205 2,127 Product development 1,529 1,744 5,393 5,774 General and administrative 2,676 2,156 8,002 6,396 Total stock-based compensation $ 5,490 $ 4,566 $ 17,411 $ 14,716 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
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, 2019 (in thousands): Foreign Currency Translation Adjustment Unrealized Losses on Hedging Activity Unrealized (Losses) Gains on Investments Accumulated Other Comprehensive Loss Balance, December 1, 2018, as adjusted $ (27,973 ) $ — $ (203 ) $ (28,176 ) Other comprehensive (loss) income before reclassifications, net of tax (2,512 ) (2,528 ) 194 (4,846 ) Balance, August 31, 2019 $ (30,485 ) $ (2,528 ) $ (9 ) $ (33,022 ) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
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, 2018 $ 307 $ 4 $ 311 Costs incurred 676 3,317 3,993 Cash disbursements (527 ) (1,608 ) (2,135 ) Translation adjustments and other (103 ) (3 ) (106 ) Balance, August 31, 2019 $ 353 $ 1,710 $ 2,063 A summary of the first nine months of fiscal year 2019 activity for this restructuring action is as follows (in thousands): Excess Employee Severance and Related Benefits Total Balance, December 1, 2018 $ — $ — $ — Costs incurred — 3,313 3,313 Cash disbursements — (1,600 ) (1,600 ) Translation adjustments and other — (3 ) (3 ) Balance, August 31, 2019 $ — $ 1,710 $ 1,710 A summary of the first nine months of fiscal year 2019 activity for this restructuring action is as follows (in thousands): Excess Employee Severance and Related Benefits Total Balance, December 1, 2018 $ 307 $ 4 $ 311 Costs incurred 676 4 680 Cash disbursements (527 ) (8 ) (535 ) Translation adjustments and other (103 ) — (103 ) Balance, August 31, 2019 $ 353 $ — $ 353 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
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, As Adjusted (1) As Adjusted (1) Net income $ 13,557 $ 14,390 $ 31,140 $ 41,026 Weighted average shares outstanding 44,716 45,130 44,761 45,730 Dilutive impact from common stock equivalents 587 446 531 650 Diluted weighted average shares outstanding 45,303 45,576 45,292 46,380 Basic earnings per share $ 0.30 $ 0.32 $ 0.70 $ 0.90 Diluted earnings per share $ 0.30 $ 0.32 $ 0.69 $ 0.88 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Business Segments and Interna_2
Business Segments and International Operations (Tables) | 9 Months Ended |
Aug. 31, 2019 | |
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 from continuing operations before income taxes: Three Months Ended Nine Months Ended August 31, 2019 August 31, 2018 August 31, 2019 August 31, 2018 (In thousands) As Adjusted (1) As Adjusted (1) Segment revenue: OpenEdge $ 78,607 $ 68,519 $ 211,679 $ 204,789 Data Connectivity and Integration 8,754 4,563 27,686 17,466 Application Development and Deployment 19,355 19,521 56,895 58,622 Total revenue 106,716 92,603 296,260 280,877 Segment costs of revenue and operating expenses: OpenEdge 22,711 16,419 60,123 47,194 Data Connectivity and Integration 1,943 1,520 5,249 4,823 Application Development and Deployment 6,093 7,071 17,067 20,068 Total costs of revenue and operating expenses 30,747 25,010 82,439 72,085 Segment contribution margin: OpenEdge 55,896 52,100 151,556 157,595 Data Connectivity and Integration 6,811 3,043 22,437 12,643 Application Development and Deployment 13,262 12,450 39,828 38,554 Total contribution margin 75,969 67,593 213,821 208,792 Other unallocated expenses (2) 60,009 48,490 167,711 152,008 Income from operations 15,960 19,103 46,110 56,784 Other expense, net (3,718 ) (1,961 ) (8,038 ) (4,830 ) Income before income taxes $ 12,242 $ 17,142 $ 38,072 $ 51,954 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. (2) 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 intangibles, stock-based compensation, fees related to shareholder activist, restructuring expenses, 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 August 31, August 31, August 31, August 31, (In thousands) As Adjusted (1) As Adjusted (1) Performance obligations transferred at a point in time: Software licenses $ 30,686 $ 22,852 $ 83,216 $ 71,432 Performance obligations transferred over time: Maintenance 67,611 62,170 190,138 187,412 Services 8,419 7,581 22,906 22,033 Total revenue $ 106,716 $ 92,603 $ 296,260 $ 280,877 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
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 August 31, August 31, August 31, August 31, (In thousands) As Adjusted (1) As Adjusted (1) North America $ 61,816 $ 49,756 $ 165,374 $ 149,305 EMEA 35,109 32,663 102,114 101,008 Latin America 3,862 4,600 12,431 13,785 Asia Pacific 5,929 5,584 16,341 16,779 Total revenue $ 106,716 $ 92,603 $ 296,260 $ 280,877 (1) The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) enterprise_customer in Thousands, $ in Thousands, developer in Millions | 9 Months Ended | ||||
Aug. 31, 2019USD ($)enterprise_customerdevelopersoftware_vendor | Jun. 01, 2019USD ($) | Dec. 01, 2018USD ($) | Nov. 30, 2018USD ($) | ||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Number of independent software vendors (more than) | software_vendor | 1,700 | ||||
Number of enterprise customers | enterprise_customer | 100 | ||||
Number of developers | developer | 2 | ||||
Contract asset | $ 1,600 | ||||
Remaining performance obligation | 166,000 | ||||
Deferred contract costs | 1,200 | ||||
Deferred tax assets | 10,159 | $ 966 | [1] | ||
Reclassification from non-current prepaid taxes included in other assets | (2,933) | (5,243) | [1] | ||
Retained earnings | 76,486 | 85,125 | [1] | ||
Decrease in deferred revenue | (160,526) | $ (135,940) | |||
Accounting Standards Update 2016-16 | |||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Deferred tax assets | $ 8,200 | ||||
Adjustment due to adoption of ASU | $ 8,178 | $ 4,781 | |||
Reclassification from non-current prepaid taxes included in other assets | 3,400 | ||||
Accounting Standards Update 2014-09 | |||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Retained earnings | 31,000 | ||||
Decrease in deferred revenue | 15,000 | ||||
Increase in unbilled receivables | 28,000 | ||||
Increase in deferred tax liabilities | 12,000 | ||||
Minimum | |||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Capitalized contract cost, amortization period | 3 years | ||||
Maximum | |||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Capitalized contract cost, amortization period | 5 years | ||||
Software licenses | |||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Period of payments of licenses upon execution of contract | 30 days | ||||
Retained Earnings | Accounting Standards Update 2016-16 | |||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Adjustment due to adoption of ASU | $ (8,200) | $ 8,178 | 4,781 | ||
Out-Of-Period Adjustments Relating To Income Taxes | Retained Earnings | Accounting Standards Update 2016-16 | |||||
Organization, Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Adjustment due to adoption of ASU | $ (3,400) | ||||
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Long Term Unbilled Receivables (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Nov. 30, 2018 | [1] |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
2020 | $ 1,001 | ||
2021 | 8,234 | ||
2022 | 752 | ||
Total | $ 9,987 | $ 1,811 | |
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Basis of Presentation - Perform
Basis of Presentation - Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-09-01 | Aug. 31, 2019 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligation, percentage | 90.00% |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Minimum | Software licenses | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Minimum | Maintenance | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Minimum | Services | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Maximum | Software licenses | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 3 years |
Maximum | Maintenance | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 3 years |
Maximum | Services | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 3 years |
Basis of Presentation - Sched_2
Basis of Presentation - Schedule of Deferred Revenue (Details) $ in Thousands | 9 Months Ended |
Aug. 31, 2019USD ($) | |
Contract With Customer, Liability [Roll Forward] | |
Beginning balance | $ 135,940 |
Billings and other | 320,846 |
Revenue recognized | (296,260) |
Ending balance | $ 160,526 |
Basis of Presentation - Consoli
Basis of Presentation - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Dec. 01, 2018 | Nov. 30, 2018 | |
Assets | ||||
Accounts receivable, net | $ 63,617 | $ 59,715 | [1] | |
Short-term unbilled receivables | 7,376 | 1,421 | [1] | |
Long-term unbilled receivables | 9,987 | 1,811 | [1] | |
Deferred tax assets | 10,159 | 966 | [1] | |
Other assets | 580,237 | |||
Total assets | 859,925 | 644,150 | [1] | |
Liabilities and shareholders’ equity | ||||
Short-term deferred revenue | 143,972 | 123,210 | [1] | |
Long-term deferred revenue | 16,554 | 12,730 | [1] | |
Deferred tax liabilities | 89 | 5,799 | [1] | |
Other liabilities | 178,409 | |||
Retained earnings | 76,486 | 85,125 | [1] | |
Accumulated other comprehensive loss | (33,022) | (28,176) | [1] | |
Other equity | 267,053 | |||
Total liabilities and shareholders’ equity | $ 859,925 | 644,150 | [1] | |
As Reported | ||||
Assets | ||||
Accounts receivable, net | 58,450 | |||
Short-term unbilled receivables | 0 | |||
Long-term unbilled receivables | 0 | |||
Deferred tax assets | 1,922 | |||
Other assets | 580,237 | |||
Total assets | 640,609 | |||
Liabilities and shareholders’ equity | ||||
Short-term deferred revenue | 133,194 | |||
Long-term deferred revenue | 15,127 | |||
Deferred tax liabilities | 3,797 | |||
Other liabilities | 178,409 | |||
Retained earnings | 71,242 | |||
Accumulated other comprehensive loss | (28,213) | |||
Other equity | 267,053 | |||
Total liabilities and shareholders’ equity | 640,609 | |||
Accounting Standards Update 2014-09 | ||||
Liabilities and shareholders’ equity | ||||
Retained earnings | $ 31,000 | |||
Accounting Standards Update 2014-09 | Adjustments | ||||
Assets | ||||
Accounts receivable, net | 1,265 | |||
Short-term unbilled receivables | 1,421 | |||
Long-term unbilled receivables | 1,811 | |||
Deferred tax assets | (956) | |||
Other assets | 0 | |||
Total assets | 3,541 | |||
Liabilities and shareholders’ equity | ||||
Short-term deferred revenue | (9,984) | |||
Long-term deferred revenue | (2,397) | |||
Deferred tax liabilities | 2,002 | |||
Other liabilities | 0 | |||
Retained earnings | 13,883 | |||
Accumulated other comprehensive loss | 37 | |||
Other equity | 0 | |||
Total liabilities and shareholders’ equity | $ 3,541 | |||
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Basis of Presentation - Conso_2
Basis of Presentation - Consolidated Income Statement (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |||
Revenue: | ||||||
Total revenue | $ 106,716 | $ 92,603 | [1] | $ 296,260 | $ 280,877 | [1] |
Costs of revenue | 20,825 | 16,696 | [1] | 54,475 | 50,242 | [1] |
Gross profit | 85,891 | 75,907 | [1] | 241,785 | 230,635 | [1] |
Total operating expenses | 69,931 | 56,804 | [1] | 195,675 | 173,851 | [1] |
Income from operations | 15,960 | 19,103 | [1] | 46,110 | 56,784 | [1] |
Other expense, net | (3,718) | (1,961) | [1] | (8,038) | (4,830) | [1] |
Income before income taxes | 12,242 | 17,142 | [1] | 38,072 | 51,954 | [1] |
Provision for income taxes | (1,315) | 2,752 | [1] | 6,932 | 10,928 | [1] |
Net income | $ 13,557 | $ 14,390 | [1] | $ 31,140 | $ 41,026 | [1] |
Earnings per share: | ||||||
Basic (in dollars per share) | $ 0.30 | $ 0.32 | [1] | $ 0.70 | $ 0.90 | [1] |
Diluted (in dollars per share) | $ 0.30 | $ 0.32 | [1] | $ 0.69 | $ 0.88 | [1] |
Weighted average shares outstanding: | ||||||
Basic (in shares) | 44,716 | 45,130 | [1] | 44,761 | 45,730 | [1] |
Diluted (in shares) | 45,303 | 45,576 | [1] | 45,292 | 46,380 | [1] |
Software licenses | ||||||
Revenue: | ||||||
Total revenue | $ 30,686 | $ 22,852 | [1] | $ 83,216 | $ 71,432 | [1] |
Costs of revenue | 1,204 | 1,077 | [1] | 3,296 | 3,571 | [1] |
Maintenance and services | ||||||
Revenue: | ||||||
Total revenue | 76,030 | 69,751 | [1] | 213,044 | 209,445 | [1] |
Costs of revenue | $ 12,163 | 10,110 | [1] | $ 32,182 | 29,445 | [1] |
As Reported | ||||||
Revenue: | ||||||
Total revenue | 95,683 | 285,832 | ||||
Costs of revenue | 16,696 | 50,242 | ||||
Gross profit | 78,987 | 235,590 | ||||
Total operating expenses | 56,804 | 173,851 | ||||
Income from operations | 22,183 | 61,739 | ||||
Other expense, net | (1,961) | (4,830) | ||||
Income before income taxes | 20,222 | 56,909 | ||||
Provision for income taxes | 3,476 | 11,848 | ||||
Net income | $ 16,746 | $ 45,061 | ||||
Earnings per share: | ||||||
Basic (in dollars per share) | $ 0.37 | $ 0.99 | ||||
Diluted (in dollars per share) | $ 0.37 | $ 0.97 | ||||
Weighted average shares outstanding: | ||||||
Basic (in shares) | 45,130 | 45,730 | ||||
Diluted (in shares) | 45,576 | 46,380 | ||||
As Reported | Software licenses | ||||||
Revenue: | ||||||
Total revenue | $ 27,204 | $ 78,986 | ||||
As Reported | Maintenance and services | ||||||
Revenue: | ||||||
Total revenue | 68,479 | 206,846 | ||||
Accounting Standards Update 2014-09 | Adjustments | ||||||
Revenue: | ||||||
Total revenue | (3,080) | (4,955) | ||||
Costs of revenue | 0 | 0 | ||||
Gross profit | (3,080) | (4,955) | ||||
Total operating expenses | 0 | 0 | ||||
Income from operations | (3,080) | (4,955) | ||||
Other expense, net | 0 | 0 | ||||
Income before income taxes | (3,080) | (4,955) | ||||
Provision for income taxes | (724) | (920) | ||||
Net income | $ (2,356) | $ (4,035) | ||||
Earnings per share: | ||||||
Basic (in dollars per share) | $ (0.05) | $ (0.09) | ||||
Diluted (in dollars per share) | $ (0.05) | $ (0.09) | ||||
Weighted average shares outstanding: | ||||||
Basic (in shares) | 0 | 0 | ||||
Diluted (in shares) | 0 | 0 | ||||
Accounting Standards Update 2014-09 | Adjustments | Software licenses | ||||||
Revenue: | ||||||
Total revenue | $ (4,352) | $ (7,554) | ||||
Accounting Standards Update 2014-09 | Adjustments | Maintenance and services | ||||||
Revenue: | ||||||
Total revenue | $ 1,272 | $ 2,599 | ||||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments (Summary Of Cash, Cash Equivalents And Available-For-Sale Investments) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Nov. 30, 2018 | |
Cash, Cash Equivalents and Investments [Line Items] | |||
Cash and cash equivalents | $ 124,020 | $ 105,126 | [1] |
Unrealized Gains | 38 | 0 | |
Unrealized Losses | 0 | (210) | |
Total Amortized Cost Basis | 145,359 | 139,723 | |
Total Fair Value | 145,397 | 139,513 | |
State and municipal bond obligations | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Amortized Cost Basis | 8,300 | 19,542 | |
Unrealized Gains | 3 | 0 | |
Unrealized Losses | 0 | (119) | |
Fair Value | 8,303 | 19,423 | |
U.S. treasury bonds | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Amortized Cost Basis | 6,860 | 6,726 | |
Unrealized Gains | 21 | 0 | |
Unrealized Losses | 0 | (21) | |
Fair Value | 6,881 | 6,705 | |
Corporate bonds | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Amortized Cost Basis | 6,179 | 8,329 | |
Unrealized Gains | 14 | 0 | |
Unrealized Losses | 0 | (70) | |
Fair Value | 6,193 | 8,259 | |
Cash | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Cash and cash equivalents | 116,146 | 101,316 | |
Money market funds | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Cash and cash equivalents | $ 7,874 | $ 3,810 | |
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Cash, Cash Equivalents and In_4
Cash, Cash Equivalents and Investments (Summary of Cash, Cash Equivalents and Available-for-sale Investments by Balance Sheet Classification) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Nov. 30, 2018 | |
Cash, Cash Equivalents and Investments [Line Items] | |||
Cash and Equivalents | $ 124,020 | $ 105,126 | [1] |
Short-Term Investments | 21,377 | 34,387 | [1] |
State and municipal bond obligations | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Short-Term Investments | 8,303 | 19,423 | |
U.S. treasury bonds | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Short-Term Investments | 6,881 | 6,705 | |
Corporate bonds | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Short-Term Investments | 6,193 | 8,259 | |
Cash | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Cash and Equivalents | 116,146 | 101,316 | |
Money market funds | |||
Cash, Cash Equivalents and Investments [Line Items] | |||
Cash and Equivalents | $ 7,874 | $ 3,810 | |
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
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, 2019 | Nov. 30, 2018 |
Investments and Cash [Abstract] | ||
Due in one year or less | $ 16,356 | $ 25,051 |
Due after one year | 5,021 | 9,336 |
Total | $ 21,377 | $ 34,387 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Jul. 09, 2019 | Nov. 30, 2018 | |
Interest Rate Swap | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 150,000,000 | |||||
Fixed interest rate | 1.855% | |||||
Forward Contracts | ||||||
Derivative [Line Items] | ||||||
Minimum maturity period, foreign currency derivative | 30 days | |||||
Maximum maturity period, foreign currency derivative | 1 year | |||||
Loss on foreign currency forward contracts | $ 1,600,000 | $ 1,000,000 | $ 2,900,000 | $ 4,100,000 | ||
Other Accrued Liabilities | ||||||
Derivative [Line Items] | ||||||
Derivative liabilities | 2,900,000 | 2,900,000 | ||||
Other Noncurrent Liabilities | ||||||
Derivative [Line Items] | ||||||
Derivative liabilities | $ 3,300,000 | $ 3,300,000 | $ 300,000 | |||
Other Current Assets | ||||||
Derivative [Line Items] | ||||||
Derivative asset | $ 100,000 | |||||
London Interbank Offered Rate (LIBOR) | Interest Rate Swap | ||||||
Derivative [Line Items] | ||||||
Basis spread on variable rate | 0.00% |
Derivative Instruments (Schedul
Derivative Instruments (Schedule of Derivatives) (Details) - USD ($) | Aug. 31, 2019 | Nov. 30, 2018 |
Derivative [Line Items] | ||
Notional Value | $ 76,255,000 | $ 106,070,000 |
Fair Value | (2,910,000) | (170,000) |
Interest rate swap contracts designated as cash flow hedges | ||
Derivative [Line Items] | ||
Notional Value | 149,063,000 | 0 |
Fair Value | (3,348,000) | 0 |
Forward contracts to sell U.S. dollars | ||
Derivative [Line Items] | ||
Notional Value | 75,096,000 | 105,830,000 |
Fair Value | (2,915,000) | (170,000) |
Forward contracts to purchase U.S. dollars | ||
Derivative [Line Items] | ||
Notional Value | 1,159,000 | 240,000 |
Fair Value | $ 5,000 | $ 0 |
Fair Value Measurements (Hierar
Fair Value Measurements (Hierarchy of Financial Assets and Liabilities) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Nov. 30, 2018 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 7,874 | $ 3,810 |
Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 7,874 | 3,810 |
Money market funds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
State and municipal bond obligations | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 8,303 | 19,423 |
State and municipal bond obligations | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
State and municipal bond obligations | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 8,303 | 19,423 |
State and municipal bond obligations | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
U.S. treasury bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 6,881 | 6,705 |
U.S. treasury bonds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
U.S. treasury bonds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 6,881 | 6,705 |
U.S. treasury bonds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 6,193 | 8,259 |
Corporate bonds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Corporate bonds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 6,193 | 8,259 |
Corporate bonds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Foreign exchange derivatives | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | (2,910) | (170) |
Foreign exchange derivatives | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | 0 |
Foreign exchange derivatives | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | (2,910) | (170) |
Foreign exchange derivatives | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | $ 0 |
Interest rate swap | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | (3,348) | |
Interest rate swap | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | 0 | |
Interest rate swap | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | (3,348) | |
Interest rate swap | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Apr. 03, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | [1] |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total Losses | $ 5,100 | ||||
Proceeds from sale of property, plant and equipment, net | $ 6,146 | $ 0 | |||
Discontinued Operations, Held-for-sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of property, plant and equipment, net | $ 5,800 | ||||
Gain on disposal of assets | $ 100 | ||||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Fair Value Measurements (Assets
Fair Value Measurements (Assets Held For Sale) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Nov. 30, 2018USD ($) | Nov. 30, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Losses | $ 5,100 | |
Discontinued Operations, Held-for-sale | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | $ 5,776 | $ 5,776 |
Total Losses | $ 5,147 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Nov. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 343,183 | $ 239,843 |
Accumulated Amortization | (206,802) | (180,924) |
Net Book Value | 136,381 | 58,919 |
Purchased technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 179,601 | 154,301 |
Accumulated Amortization | (121,937) | (110,959) |
Net Book Value | 57,664 | 43,342 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 134,242 | 67,802 |
Accumulated Amortization | (68,454) | (56,589) |
Net Book Value | 65,788 | 11,213 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 27,340 | 17,740 |
Accumulated Amortization | (16,186) | (13,376) |
Net Book Value | 11,154 | 4,364 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,000 | 0 |
Accumulated Amortization | (225) | 0 |
Net Book Value | $ 1,775 | $ 0 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets, amortization expense | $ 14.5 | $ 8.8 | $ 33.8 | $ 27.2 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Schedule Of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Aug. 31, 2019 | Nov. 30, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 14,301 | |
2020 | 32,678 | |
2021 | 32,560 | |
2022 | 25,937 | |
2023 | 21,860 | |
Thereafter | 9,045 | |
Net Book Value | $ 136,381 | $ 58,919 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Schedule of Goodwill) (Details) $ in Thousands | 9 Months Ended | |
Aug. 31, 2019USD ($) | ||
Goodwill [Roll Forward] | ||
Balance, November 30, 2018 | $ 314,992 | [1] |
Additions | 117,651 | |
Translation adjustments | (45) | |
Balance, August 31, 2019 | 432,598 | |
OpenEdge | ||
Goodwill [Roll Forward] | ||
Balance, November 30, 2018 | 248,987 | |
Additions | 117,651 | |
Translation adjustments | (45) | |
Balance, August 31, 2019 | 366,593 | |
Data Connectivity and Integration | ||
Goodwill [Roll Forward] | ||
Balance, November 30, 2018 | 19,040 | |
Additions | 0 | |
Translation adjustments | 0 | |
Balance, August 31, 2019 | 19,040 | |
Application Development and Deployment | ||
Goodwill [Roll Forward] | ||
Balance, November 30, 2018 | 46,965 | |
Additions | 0 | |
Translation adjustments | 0 | |
Balance, August 31, 2019 | $ 46,965 | |
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) business in Thousands | Apr. 30, 2019USD ($)business | Aug. 31, 2019USD ($) | Aug. 31, 2018USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2018USD ($) | Nov. 30, 2018USD ($) | [1] | ||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 432,598,000 | $ 432,598,000 | $ 314,992,000 | ||||||
Stock-based compensation expense | 5,490,000 | $ 4,566,000 | 17,411,000 | $ 14,716,000 | |||||
Acquisition-related expenses | 253,000 | $ 42,000 | [2] | 1,360,000 | $ 128,000 | [2] | |||
Acquired intangible assets | 111,300,000 | $ 111,300,000 | |||||||
Effective income tax rate | 24.50% | ||||||||
Ipswitch | |||||||||
Business Acquisition [Line Items] | |||||||||
Total purchase consideration | $ 225,000,000 | ||||||||
Escrow deposit | $ 22,500,000 | ||||||||
Number of small and medium-sized businesses | business | 24 | ||||||||
Goodwill | $ 117,651,000 | ||||||||
Ipswitch | Restricted Stock Units | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest issued | $ 2,000,000 | ||||||||
Period of non-compete agreement | 3 years | ||||||||
Intangible assets amortization period | 3 years | ||||||||
Stock-based compensation expense | 200,000 | $ 200,000 | |||||||
Acquisition-related expenses | 300,000 | 1,400,000 | |||||||
Revenue of acquisition | $ 10,700,000 | $ 14,000,000 | |||||||
Term Loan | Ipswitch | |||||||||
Business Acquisition [Line Items] | |||||||||
Term loan | $ 185,000,000 | ||||||||
Term loan and maximum borrowing capacity | 401,000,000 | ||||||||
Customer-related | Ipswitch | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 66,600,000 | ||||||||
Purchased technology | Ipswitch | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | 33,100,000 | ||||||||
Trade name | Ipswitch | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets | $ 9,600,000 | ||||||||
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. | ||||||||
[2] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Business Combinations (Assets A
Business Combinations (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Apr. 30, 2019 | Aug. 31, 2019 | Nov. 30, 2018 | [1] |
Business Acquisition [Line Items] | ||||
Goodwill | $ 432,598 | $ 314,992 | ||
Ipswitch | ||||
Business Acquisition [Line Items] | ||||
Net working capital | $ 6,068 | |||
Property, plant and equipment | 4,661 | |||
Other assets | 314 | |||
Deferred revenue | (12,696) | |||
Goodwill | 117,651 | |||
Net assets acquired | 225,298 | |||
Purchased technology | Ipswitch | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 33,100 | |||
Finite-lived intangible assets, useful life | 5 years | |||
Trade name | Ipswitch | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 9,600 | |||
Finite-lived intangible assets, useful life | 5 years | |||
Customer relationships | Ipswitch | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets | $ 66,600 | |||
Finite-lived intangible assets, useful life | 5 years | |||
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Business Combinations Proforma
Business Combinations Proforma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Business Combinations [Abstract] | |||
Revenue | $ 107,014 | $ 325,248 | $ 316,265 |
Net income | $ 9,666 | $ 24,381 | $ 17,742 |
Net income per basic share (in dollars per share) | $ 0.21 | $ 0.54 | $ 0.39 |
Net income per diluted share (in dollars per share) | $ 0.21 | $ 0.54 | $ 0.38 |
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, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Apr. 30, 2019 | Nov. 20, 2017 | |
Line of Credit Facility [Line Items] | ||||||
Additional borrowing capacity available | $ 185,000,000 | |||||
Interest rate of credit facilities | 3.75% | 3.75% | ||||
Principal repayments, option one | $ 1,900,000 | $ 1,900,000 | ||||
Principal repayments, option two | 3,800,000 | 3,800,000 | ||||
Principal repayments, option three | 5,600,000 | 5,600,000 | ||||
Principal repayments, option four | 7,500,000 | 7,500,000 | ||||
Principal repayments, three payment schedules | 9,400,000 | 9,400,000 | ||||
Debt issuance cost | 1,600,000 | 1,600,000 | ||||
Unamortized debt issuance costs | 1,200,000 | 1,200,000 | ||||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | $ 300,000 | $ 300,000 | ||
Percentage of capital stock of domestic subsidiaries | 100.00% | 100.00% | ||||
Percentage of capital stock of first-tier foreign subsidiaries | 65.00% | 65.00% | ||||
Revolving Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Term loan | 301,000,000 | |||||
Unsecured credit facility | 100,000,000 | |||||
Additional borrowing capacity available | 125,000,000 | |||||
Line of credit facility outstanding amount | $ 0 | $ 0 | $ 0 | |||
Fair value of term loan | 299,100,000 | 299,100,000 | ||||
Due in next 12 months | 9,400,000 | 9,400,000 | ||||
Swing Line Loans | ||||||
Line of Credit Facility [Line Items] | ||||||
Term loan | 25,000,000 | |||||
Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Term loan | $ 25,000,000 | |||||
Line of credit facility outstanding amount | $ 1,800,000 | $ 1,800,000 | $ 1,300,000 | |||
Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.25% | |||||
Minimum | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate of credit facilities | 1.50% | 1.50% | ||||
Minimum | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate of credit facilities | 0.50% | 0.50% | ||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.35% | |||||
Maximum | Eurodollar | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate of credit facilities | 2.00% | 2.00% | ||||
Maximum | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate of credit facilities | 1.00% | 1.00% |
Term Loan and Line of Credit (F
Term Loan and Line of Credit (Future Maturities) (Details) $ in Thousands | Aug. 31, 2019USD ($) |
Line of Credit Facility [Abstract] | |
Remainder of 2019 | $ 1,880 |
2020 | 11,287 |
2021 | 18,813 |
2022 | 26,338 |
2023 | 33,863 |
Thereafter | 206,938 |
Total | $ 299,119 |
Common Stock Repurchases (Detai
Common Stock Repurchases (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||||
Common stock repurchased and retired (in shares) | 0.5 | 0.7 | 2.6 | |
Common stock repurchased and retired | $ 20,000 | $ 25,000 | $ 110,000 | |
Stock repurchase authorization | $ 250,000 | |||
Remaining authorized repurchase amount | $ 75,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - metric | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Feb. 28, 2018 | Aug. 31, 2019 | Nov. 30, 2017 | Nov. 30, 2016 | |
Long-Term Incentive Plan (LTIP) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of performance metrics | 2 | 2 | |||
Stock-based compensation award service period (in years) | 3 years | 3 years | 3 years | 3 years | |
Percentage of shares based on market condition of total shareholder return | 50.00% | 50.00% | |||
Percentage of shares based on cumulative performance condition | 50.00% | 50.00% | |||
Cumulative performance condition | 3 years | 3 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 | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation award service period (in years) | 4 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, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,490 | $ 4,566 | $ 17,411 | $ 14,716 |
Cost of maintenance and services | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 317 | (96) | 811 | 419 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 968 | 762 | 3,205 | 2,127 |
Product development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,529 | 1,744 | 5,393 | 5,774 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 2,676 | $ 2,156 | $ 8,002 | $ 6,396 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2019 | Aug. 31, 2019 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | $ 315,347 | $ 324,002 | [1],[2] |
Other comprehensive (loss) income before reclassifications, net of tax | (4,846) | ||
Ending balance | 332,952 | 332,952 | |
Tax provision on unrealized loss on hedging activity | 820 | 820 | |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (28,590) | (28,176) | [1] |
Ending balance | (33,022) | (33,022) | |
Foreign Currency Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (27,973) | ||
Other comprehensive (loss) income before reclassifications, net of tax | (2,512) | ||
Ending balance | (30,485) | (30,485) | |
Unrealized Losses on Hedging Activity | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | 0 | ||
Other comprehensive (loss) income before reclassifications, net of tax | (2,528) | ||
Ending balance | (2,528) | (2,528) | |
Unrealized (Losses) Gains on Investments | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (203) | ||
Other comprehensive (loss) income before reclassifications, net of tax | 194 | ||
Ending balance | $ (9) | $ (9) | |
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. | ||
[2] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Restructuring Charges (Summary
Restructuring Charges (Summary of Restructuring Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2019 | Aug. 31, 2018 | [1] | Aug. 31, 2019 | Aug. 31, 2018 | [1] | |
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | $ 311 | |||||
Costs incurred | $ 801 | $ 135 | 3,993 | $ 2,382 | ||
Cash disbursements | (2,135) | |||||
Translation adjustments and other | (106) | |||||
Ending Balance | 2,063 | 2,063 | ||||
Excess Facilities and Other Costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 307 | |||||
Costs incurred | 676 | |||||
Cash disbursements | (527) | |||||
Translation adjustments and other | (103) | |||||
Ending Balance | 353 | 353 | ||||
Employee Severance and Related Benefits | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 4 | |||||
Costs incurred | 3,317 | |||||
Cash disbursements | (1,608) | |||||
Translation adjustments and other | (3) | |||||
Ending Balance | 1,710 | 1,710 | ||||
2019 Restructuring Activities | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 0 | |||||
Costs incurred | 600 | 3,313 | ||||
Cash disbursements | (1,600) | |||||
Translation adjustments and other | (3) | |||||
Ending Balance | 1,710 | 1,710 | ||||
2019 Restructuring Activities | Excess Facilities and Other Costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 0 | |||||
Costs incurred | 0 | |||||
Cash disbursements | 0 | |||||
Translation adjustments and other | 0 | |||||
Ending Balance | 0 | 0 | ||||
2019 Restructuring Activities | Employee Severance and Related Benefits | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 0 | |||||
Costs incurred | 3,313 | |||||
Cash disbursements | (1,600) | |||||
Translation adjustments and other | (3) | |||||
Ending Balance | 1,710 | 1,710 | ||||
2017 Restructuring Activities | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 311 | |||||
Costs incurred | 200 | 680 | ||||
Cash disbursements | (535) | |||||
Translation adjustments and other | (103) | |||||
2017 Restructuring Activities | Excess Facilities and Other Costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 307 | |||||
Costs incurred | 676 | |||||
Cash disbursements | (527) | |||||
Translation adjustments and other | (103) | |||||
Ending Balance | 353 | 353 | ||||
2017 Restructuring Activities | Employee Severance and Related Benefits | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning Balance | 4 | |||||
Costs incurred | 4 | |||||
Cash disbursements | (8) | |||||
Translation adjustments and other | 0 | |||||
Ending Balance | $ 0 | $ 0 | ||||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 31, 2019 | Aug. 31, 2018 | [1] | Aug. 31, 2019 | Aug. 31, 2018 | [1] | Nov. 30, 2017 | Nov. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring expenses | $ 801 | $ 135 | $ 3,993 | $ 2,382 | ||||
Restructuring reserve | 2,063 | 2,063 | $ 311 | |||||
2019 Restructuring Activities | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring expenses | 600 | 3,313 | ||||||
Restructuring reserve | 1,710 | 1,710 | 0 | |||||
2019 Restructuring Activities | Other Accrued Liabilities | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring reserve | 1,700 | 1,700 | ||||||
2017 Restructuring Activities | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring expenses | 200 | 680 | ||||||
Restructuring reserve | $ 311 | |||||||
Global workforce reduction (as a percent) (over) | 20.00% | |||||||
2017 Restructuring Activities | Other Accrued Liabilities | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring reserve | $ 353 | $ 353 | ||||||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |||
Income Tax Contingency [Line Items] | ||||||||
Effective income tax rate | (11.00%) | 16.00% | 18.00% | 21.00% | ||||
Income tax expense (benefit) | $ (1,315) | $ 2,752 | [1] | $ 6,932 | $ 10,928 | [1] | ||
Tax Treatment Of Intercompany Sale Of Intellectual Property | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Income tax expense (benefit) | $ 2,500 | $ 1,100 | ||||||
Scenario, Adjustment | ||||||||
Income Tax Contingency [Line Items] | ||||||||
Income tax expense (benefit) | $ (3,600) | |||||||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
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, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |||
Earnings Per Share [Abstract] | ||||||
Net income | $ 13,557 | $ 14,390 | [1] | $ 31,140 | $ 41,026 | [1] |
Weighted average shares outstanding (in shares) | 44,716 | 45,130 | [1] | 44,761 | 45,730 | [1] |
Dilutive impact from common stock equivalents (in shares) | 587 | 446 | 531 | 650 | ||
Diluted weighted average shares outstanding (in shares) | 45,303 | 45,576 | [1] | 45,292 | 46,380 | [1] |
Basic earnings per share (in dollars per share) | $ 0.30 | $ 0.32 | [1] | $ 0.70 | $ 0.90 | [1] |
Diluted earnings per share (in dollars per share) | $ 0.30 | $ 0.32 | [1] | $ 0.69 | $ 0.88 | [1] |
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Earnings per share (Narrative)
Earnings per share (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Earnings Per Share [Abstract] | ||||
Number of shares excluded from the calculation of diluted earnings per share (in shares) | 1,236 | 690 | 898 | 577 |
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, 2019USD ($) | Aug. 31, 2018USD ($) | Aug. 31, 2019USD ($)segment | Aug. 31, 2018USD ($) | |||
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 | $ 106,716 | $ 92,603 | [1] | $ 296,260 | $ 280,877 | [1] |
Segment costs of revenue and operating expenses | 30,747 | 25,010 | 82,439 | 72,085 | ||
Segment contribution margin | 75,969 | 67,593 | 213,821 | 208,792 | ||
Other unallocated expenses | 60,009 | 48,490 | 167,711 | 152,008 | ||
Income from operations | 15,960 | 19,103 | [1] | 46,110 | 56,784 | [1] |
Other expense, net | (3,718) | (1,961) | [1] | (8,038) | (4,830) | [1] |
Income before income taxes | 12,242 | 17,142 | [1] | 38,072 | 51,954 | [1] |
OpenEdge | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Segment revenue | 78,607 | 68,519 | 211,679 | 204,789 | ||
Segment costs of revenue and operating expenses | 22,711 | 16,419 | 60,123 | 47,194 | ||
Segment contribution margin | 55,896 | 52,100 | 151,556 | 157,595 | ||
Data Connectivity and Integration | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Segment revenue | 8,754 | 4,563 | 27,686 | 17,466 | ||
Segment costs of revenue and operating expenses | 1,943 | 1,520 | 5,249 | 4,823 | ||
Segment contribution margin | 6,811 | 3,043 | 22,437 | 12,643 | ||
Application Development and Deployment | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Segment revenue | 19,355 | 19,521 | 56,895 | 58,622 | ||
Segment costs of revenue and operating expenses | 6,093 | 7,071 | 17,067 | 20,068 | ||
Segment contribution margin | $ 13,262 | $ 12,450 | $ 39,828 | $ 38,554 | ||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
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, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |||
Segment Reporting Information [Line Items] | ||||||
Total revenue | $ 106,716 | $ 92,603 | [1] | $ 296,260 | $ 280,877 | [1] |
Software licenses | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | 30,686 | 22,852 | [1] | 83,216 | 71,432 | [1] |
Performance obligations transferred at a point in time | Software licenses | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | 30,686 | 22,852 | 83,216 | 71,432 | ||
Performance obligations transferred over time | Maintenance | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | 67,611 | 62,170 | 190,138 | 187,412 | ||
Performance obligations transferred over time | Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenue | $ 8,419 | $ 7,581 | $ 22,906 | $ 22,033 | ||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
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, 2019 | Aug. 31, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |||
Revenue from External Customer [Line Items] | ||||||
Segment revenue | $ 106,716 | $ 92,603 | [1] | $ 296,260 | $ 280,877 | [1] |
North America | ||||||
Revenue from External Customer [Line Items] | ||||||
Segment revenue | 61,816 | 49,756 | 165,374 | 149,305 | ||
EMEA | ||||||
Revenue from External Customer [Line Items] | ||||||
Segment revenue | 35,109 | 32,663 | 102,114 | 101,008 | ||
Latin America | ||||||
Revenue from External Customer [Line Items] | ||||||
Segment revenue | 3,862 | 4,600 | 12,431 | 13,785 | ||
Asia Pacific | ||||||
Revenue from External Customer [Line Items] | ||||||
Segment revenue | $ 5,929 | $ 5,584 | $ 16,341 | $ 16,779 | ||
[1] | The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Subsequent Events - (Details)
Subsequent Events - (Details) - USD ($) $ in Thousands | Sep. 26, 2019 | Aug. 31, 2019 | Nov. 30, 2018 | [1] |
Subsequent Event [Line Items] | ||||
Intangible assets | $ 136,381 | $ 58,919 | ||
Minimum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Restructuring expenses | $ 2,000 | |||
Maximum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Restructuring expenses | $ 4,000 | |||
DataRPM and Kinvey | ||||
Subsequent Event [Line Items] | ||||
Intangible assets | $ 23,600 | |||
[1] | The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Basis of Presentation for further information. |
Uncategorized Items - q3201910-
Label | Element | Value |
Accounting Standards Update 2016-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Accounting Standards Update 2016-09 [Member] | Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 641,000 |
Accounting Standards Update 2016-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (641,000) |