Cover
Cover - shares | 3 Months Ended | |
Feb. 28, 2023 | Mar. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Feb. 28, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-19417 | |
Entity Registrant Name | PROGRESS SOFTWARE CORP /MA | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-2746201 | |
Entity Address, Address Line One | 15 Wayside Road, Suite 400 | |
Entity Address, City or Town | Burlington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01803 | |
City Area Code | 781 | |
Local Phone Number | 280-4000 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | PRGS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 43,307,145 | |
Entity Central Index Key | 0000876167 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --11-30 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 28, 2023 | Nov. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 107,981 | $ 256,277 |
Short-term investments | 14,944 | 0 |
Total cash, cash equivalents and short-term investments | 122,925 | 256,277 |
Accounts receivable (less allowances of $834 and $859, respectively) | 93,347 | 97,834 |
Unbilled receivables | 33,596 | 29,158 |
Other current assets | 42,833 | 42,784 |
Total current assets | 292,701 | 426,053 |
Long-term unbilled receivables | 47,922 | 39,936 |
Property and equipment, net | 14,981 | 14,927 |
Intangible assets, net | 440,942 | 217,355 |
Goodwill | 811,859 | 671,037 |
Right-of-use lease assets | 21,768 | 17,574 |
Deferred tax assets | 1,400 | 11,765 |
Other assets | 12,034 | 12,832 |
Total assets | 1,643,607 | 1,411,479 |
Current liabilities: | ||
Current portion of long-term debt, net | 7,953 | 6,234 |
Accounts payable | 10,464 | 9,282 |
Accrued compensation and related taxes | 33,291 | 42,467 |
Dividends payable to stockholders | 8,141 | 8,115 |
Short-term operating lease liabilities | 9,321 | 7,471 |
Other accrued liabilities | 23,254 | 16,765 |
Short-term deferred revenue, net | 244,733 | 227,670 |
Total current liabilities | 337,157 | 318,004 |
Long-term debt, net | 450,943 | 259,220 |
Convertible senior notes, net | 353,159 | 352,625 |
Long-term operating lease liabilities | 17,341 | 15,041 |
Long-term deferred revenue, net | 57,114 | 54,770 |
Deferred tax liabilities | 5,546 | 4,628 |
Other noncurrent liabilities | 8,904 | 8,687 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; authorized, 10,000,000 shares; issued, none | 0 | 0 |
Common stock, $0.01 par value; authorized, 200,000,000 shares; issued and outstanding, 43,307,145 shares in 2023 and 43,257,008 shares in 2022 | 433 | 433 |
Additional paid-in capital | 338,370 | 331,650 |
Retained earnings | 108,286 | 101,656 |
Accumulated other comprehensive loss | (33,646) | (35,235) |
Total stockholders’ equity | 413,443 | 398,504 |
Total liabilities and stockholders’ equity | $ 1,643,607 | $ 1,411,479 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Feb. 28, 2023 | Nov. 30, 2022 |
Assets | ||
Allowance for accounts receivable | $ 834 | $ 859 |
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) | 43,307,145 | 43,257,008 |
Common stock, shares outstanding (in shares) | 43,307,145 | 43,257,008 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Revenue: | ||
Total revenue | $ 164,226 | $ 144,922 |
Costs of revenue: | ||
Amortization of acquired intangibles | 6,264 | 5,458 |
Total costs of revenue | 26,217 | 23,212 |
Gross profit | 138,009 | 121,710 |
Operating expenses: | ||
Sales and marketing | 33,754 | 33,469 |
Product development | 30,438 | 28,673 |
General and administrative | 18,786 | 16,991 |
Amortization of acquired intangibles | 13,611 | 11,722 |
Cyber incident | 2,692 | 0 |
Restructuring expenses | 1,397 | 511 |
Acquisition-related expenses | 1,743 | 912 |
Total operating expenses | 102,421 | 92,278 |
Income from operations | 35,588 | 29,432 |
Other (expense) income: | ||
Interest expense | (5,848) | (3,703) |
Interest income and other, net | 515 | 589 |
Foreign currency loss, net | (331) | (366) |
Total other expense, net | (5,664) | (3,480) |
Income before income taxes | 29,924 | 25,952 |
Provision for income taxes | 6,250 | 5,498 |
Net income | $ 23,674 | $ 20,454 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.55 | $ 0.47 |
Diluted (in dollars per share) | $ 0.53 | $ 0.46 |
Weighted average shares outstanding: | ||
Basic (in shares) | 43,300 | 43,981 |
Diluted (in shares) | 44,353 | 44,708 |
Cash dividends declared per common share (in dollars per share) | $ 0.175 | $ 0.175 |
Software licenses | ||
Revenue: | ||
Total revenue | $ 57,568 | $ 42,750 |
Costs of revenue: | ||
Cost of revenue | 2,452 | 2,609 |
Maintenance and services | ||
Revenue: | ||
Total revenue | 106,658 | 102,172 |
Costs of revenue: | ||
Cost of revenue | $ 17,501 | $ 15,145 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 23,674 | $ 20,454 |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments | 1,737 | 1,781 |
Unrealized (loss) gain on hedging activity, net of tax benefit of $45 and a tax provision of $522 for the first quarter of 2023 and 2022, respectively | (127) | 1,653 |
Unrealized loss on investments, net of tax provision of $4 and a tax benefit of $3 for the first quarter of 2023 and 2022, respectively | (21) | (7) |
Total other comprehensive income, net of tax | 1,589 | 3,427 |
Comprehensive income | $ 25,263 | $ 23,881 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Tax (benefit) provision on accumulated unrealized gain (loss) on hedging activity | $ (45) | $ 522 |
Tax provision (benefit) on accumulated unrealized loss on investments | $ 4 | $ (3) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Nov. 30, 2021 | 44,146,000 | |||||||
Beginning balance at Nov. 30, 2021 | $ 412,489 | $ (42,563) | $ 441 | $ 354,235 | $ (47,456) | $ 90,256 | $ 4,893 | $ (32,443) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock under employee stock purchase plan (in shares) | 63,000 | |||||||
Issuance of stock under employee stock purchase plan | 1,827 | $ 1 | 1,826 | |||||
Exercise of stock options (in shares) | 19,000 | |||||||
Exercise of stock options | 635 | 635 | ||||||
Vesting of restricted stock units and release of deferred stock units (in shares) | 90,000 | |||||||
Vesting of restricted stock units and release of deferred stock units | 0 | $ 1 | (1) | |||||
Withholding tax payments related to net issuance of RSUs | (3,139) | (3,139) | ||||||
Stock-based compensation | 8,114 | 8,114 | ||||||
Dividends declared | $ (7,921) | (7,921) | ||||||
Treasury stock repurchases and retirements (in shares) | (600,000) | (552,000) | ||||||
Treasury stock repurchases and retirements | $ (25,000) | $ (5) | (10,974) | (14,021) | ||||
Net income | 20,454 | 20,454 | ||||||
Other comprehensive income | 3,427 | 3,427 | ||||||
Ending balance (in shares) at Feb. 28, 2022 | 43,766,000 | |||||||
Ending balance at Feb. 28, 2022 | $ 368,323 | $ 438 | 303,240 | 93,661 | (29,016) | |||
Beginning balance (in shares) at Nov. 30, 2022 | 43,257,008 | 43,257,000 | ||||||
Beginning balance at Nov. 30, 2022 | $ 398,504 | $ 433 | 331,650 | 101,656 | (35,235) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock under employee stock purchase plan (in shares) | 50,000 | |||||||
Issuance of stock under employee stock purchase plan | 1,787 | $ 1 | 1,786 | |||||
Exercise of stock options (in shares) | 141,000 | |||||||
Exercise of stock options | 6,003 | $ 1 | 6,002 | |||||
Vesting of restricted stock units and release of deferred stock units (in shares) | 215,000 | |||||||
Vesting of restricted stock units and release of deferred stock units | 0 | $ 2 | (2) | |||||
Withholding tax payments related to net issuance of RSUs (in shares) | (90,000) | |||||||
Withholding tax payments related to net issuance of RSUs | (4,817) | $ (1) | (4,816) | |||||
Stock-based compensation | 9,752 | 9,752 | ||||||
Dividends declared | $ (8,049) | (8,049) | ||||||
Treasury stock repurchases and retirements (in shares) | (300,000) | (266,000) | ||||||
Treasury stock repurchases and retirements | $ (15,000) | $ (3) | (6,002) | (8,995) | ||||
Net income | 23,674 | 23,674 | ||||||
Other comprehensive income | $ 1,589 | 1,589 | ||||||
Ending balance (in shares) at Feb. 28, 2023 | 43,307,145 | 43,307,000 | ||||||
Ending balance at Feb. 28, 2023 | $ 413,443 | $ 433 | $ 338,370 | $ 108,286 | $ (33,646) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 23,674 | $ 20,454 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 1,671 | 1,207 |
Amortization of acquired intangibles and other | 19,937 | 17,486 |
Amortization of debt discount and issuance costs on Notes | 534 | 525 |
Stock-based compensation | 9,752 | 8,114 |
Non-cash lease expense | 1,959 | 2,075 |
Loss on disposal of long-lived assets, net | 0 | 4 |
Deferred income taxes | (6,324) | 2,218 |
Allowances for bad debt and sales credits | 158 | 145 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 25,839 | 13,192 |
Other assets | 4,483 | (1,081) |
Inventories | (604) | 418 |
Accounts payable and accrued liabilities | (17,649) | (27,448) |
Lease liabilities | (2,314) | (2,146) |
Income taxes payable | 170 | 3 |
Deferred revenue, net | (14,519) | 8,927 |
Net cash flows from operating activities | 46,767 | 44,093 |
Cash flows (used in) from investing activities: | ||
Purchases of investments | (15,262) | 0 |
Sales and maturities of investments | 400 | 300 |
Purchases of property and equipment | (385) | (831) |
Payments for acquisitions, net of cash acquired | (355,821) | 0 |
Net cash flows used in investing activities | (371,068) | (531) |
Cash flows from (used in) financing activities: | ||
Proceeds from stock-based compensation plans | 9,357 | 4,094 |
Payments for taxes related to net share settlements of equity awards | (4,817) | (3,139) |
Repurchases of common stock | (15,000) | (25,000) |
Dividend payments to stockholders | (8,023) | (7,784) |
Proceeds from the issuance of debt | 195,000 | 7,474 |
Payment of principal on long-term debt | (1,719) | (1,719) |
Payment of debt issuance costs | 0 | (1,957) |
Net cash flows from (used in) financing activities | 174,798 | (28,031) |
Effect of exchange rate changes on cash | 1,207 | 729 |
Net (decrease) increase in cash and cash equivalents | (148,296) | 16,260 |
Cash and cash equivalents, beginning of period | 256,277 | 155,406 |
Cash and cash equivalents, end of period | 107,981 | 171,666 |
Supplemental disclosure: | ||
Cash paid for income taxes, net of refunds of $264 in 2023 and $307 in 2022 | 3,801 | 2,389 |
Cash paid for interest | 4,060 | 1,432 |
Non-cash investing and financing activities: | ||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested | 11,535 | 7,346 |
Dividends declared | $ 8,141 | $ 8,062 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Statement of Cash Flows [Abstract] | ||
Proceeds from income tax refunds | $ 264 | $ 307 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Feb. 28, 2023 | |
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") is dedicated to propelling business forward in a technology-driven world. Progress helps customers drive faster cycles of innovation, fuel momentum and accelerate their path to success. As the trusted provider of products to develop, deploy and manage high-impact applications, Progress enables customers to develop the applications and experiences they need, deploy where and how they want and manage it all safely and securely. 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 independent software vendors ("ISVs"), original equipment manufacturers ("OEMs"), distributors and value-added resellers. ISVs 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. Value-added resellers are companies that add features or services to our product, then resell it as an integrated product or complete "turn-key" solution. We operate in North America, Latin America, Europe, the Middle East and Africa ("EMEA"), and Asia and Australia ("Asia Pacific"), 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, the financial statements 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, 2022, as filed with the SEC on January 27, 2023 (our "2022 Annual Report"). We made no material changes in the application of our significant accounting policies that were disclosed in our 2022 Annual Report. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our 2022 Annual Report, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year. 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 revenue recognition and business combinations. Refer to Note 1 to our Consolidated Financial Statements in Item 8 of our 2022 Annual Report for further information. There have been no significant changes to our critical accounting policies and estimates since our 2022 Annual Report. Actual results could differ from those estimates. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), as amended in December 2022 by Accounting Standards Update No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ("ASU 2022-06"). ASU 2020-04 provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2024, as amended by ASU 2022-06. As of February 28, 2023, we have not adopted any expedients and exceptions under ASU 2020-04. We will continue to evaluate the impact of ASU 2020-04 on our consolidated financial statements. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 3 Months Ended |
Feb. 28, 2023 | |
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 February 28, 2023 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 106,462 $ — $ — $ 106,462 Money market funds 119 — — 119 Commercial papers 4,781 — — 4,781 U.S. treasuries 2,764 — (1) 2,763 U.S. government agency bonds 8,816 — (16) 8,800 Total $ 122,942 $ — $ (17) $ 122,925 A summary of our cash and cash equivalents at November 30, 2022 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 229,023 $ — $ — $ 229,023 Money market funds 27,254 — — 27,254 Total $ 256,277 $ — $ — $ 256,277 The debt securities have a remaining contractual maturity of one year or less as of February 28, 2023. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Feb. 28, 2023 | |
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 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 February 28, 2023 , the fair value of the hedge was a gain of $4.2 million, which was included in other assets on our condensed consolidated balance sheets. The net amount of accumulated other comprehensive loss reclassified to interest expense 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 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): February 28, 2023 November 30, 2022 Notional Value Fair Value Notional Value Fair Value Interest rate swap contracts designated as cash flow hedges $ 116,250 $ 4,235 $ 120,000 $ 4,407 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 generally expire between 30 days and 2 years from the date the contract was entered. At February 28, 2023, $0.1 million and $3.0 million was recorded in other accrued liabilities and other noncurrent liabilities, respectively, on our condensed consolidated balance sheets. At November 30, 2022, $3.1 million and $0.1 million were recorded in other noncurrent liabilities and other current assets, respectively, on our condensed consolidated balance sheets. In the three months ended February 28, 2023 and February 28, 2022, realized and unrealized gains of $0.5 million and $0.3 million, respectively, from our forward contracts were recognized in foreign currency loss, net, on our condensed consolidated statements of operations. These gains were substantially offset by realized and unrealized losses in the offsetting positions. The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): February 28, 2023 November 30, 2022 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 70,436 $ (3,180) $ 74,578 $ (2,995) Forward contracts to purchase U.S. dollars 489 8 544 (5) Total $ 70,925 $ (3,172) $ 75,122 $ (3,000) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Feb. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at February 28, 2023 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 119 $ 119 $ — $ — Commercial papers 4,781 398 4,383 — U.S. treasuries 2,763 498 2,265 — U.S. government agency bonds 8,800 504 8,296 — Interest rate swap 4,235 — 4,235 — Liabilities Foreign exchange derivatives $ (3,172) $ — $ (3,172) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2022 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 27,254 $ 27,254 $ — $ — Interest rate swap 4,407 — 4,407 — Liabilities Foreign exchange derivatives $ (3,000) $ — $ (3,000) $ — 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. Assets and Liabilities Not Carried at Fair Value Fair Value of the Convertible Senior Notes The fair value of our Convertible Senior Notes, with a carrying value of $353.2 million and $352.6 million, was $394.7 million and $376.0 million as of February 28, 2023 and November 30, 2022, respectively. The fair value was determined based on the quoted price in an over-the-counter market on the last trading day of the reporting period and classified within Level 1 in the fair value hierarchy. Fair Value of Other Long-term Debt The fair value of the borrowing outstanding detail in Note 7 approximates the carrying value of the debt due to variable rates that are applicable and no significant change in our credit ratings. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Feb. 28, 2023 | |
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): February 28, 2023 November 30, 2022 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 280,300 $ (157,141) $ 123,159 $ 212,700 $ (150,877) $ 61,823 Customer-related 468,508 (173,532) 294,976 306,308 (162,341) 143,967 Trademarks and trade names 50,111 (27,304) 22,807 37,611 (26,046) 11,565 Non-compete agreement 2,000 (2,000) — 2,000 (2,000) — Total $ 800,919 $ (359,977) $ 440,942 $ 558,619 $ (341,264) $ 217,355 In the first quarter of fiscal years 2023 and 2022, amortization expense related to intangible assets was $19.9 million and $17.2 million, respectively. Future amortization expense for intangible assets as of February 28, 2023, is as follows (in thousands): Remainder of 2023 $ 77,748 2024 90,534 2025 80,024 2026 71,147 2027 46,198 Thereafter 75,291 Total $ 440,942 Goodwill Changes in the carrying amount of goodwill in the three months ended February 28, 2023 are as follows (in thousands): Balance, November 30, 2022 $ 671,037 Additions (1) 140,964 Translation adjustments (142) Balance, February 28, 2023 $ 811,859 (1) The additions to goodwill during fiscal year 2023 are related to the acquisition of MarkLogic in February 2023. See Note 6: Business Combinations for additional information. |
Business Combinations
Business Combinations | 3 Months Ended |
Feb. 28, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations MarkLogic Acquisition On February 7, 2023, we completed the acquisition of the parent company of MarkLogic Corporation ("MarkLogic"), pursuant to the Stock Purchase Agreement (the "Purchase Agreement"), dated as of January 3, 2023. The acquisition was completed for a base purchase price of $355.0 million (subject to certain customary adjustments) in cash. The acquisition consideration for MarkLogic has been preliminarily allocated to MarkLogic’s assets and assumed liabilities based on 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 preliminary allocation of the purchase price is as follows (in thousands): Preliminary Purchase Price Allocation Life Net working capital $ 49,477 Property, plant and equipment 723 Purchased technology 67,600 7 years Trade name 12,500 7 years Customer relationships 162,200 7 years Other assets, including long-term unbilled receivables 6,172 Deferred taxes (17,441) Deferred revenue (33,116) Goodwill 140,964 Net assets acquired $ 389,079 The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to 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 our estimates of customer attrition, technology obsolescence, and revenue growth projections. We determined the acquisition date deferred revenue balance based on our assessment of the individual contracts acquired. 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 $141.0 million of goodwill, which is not deductible for tax purposes. 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 months ended February 28, 2023, we incurred approximately $1.5 million of acquisition-related costs, which are included in acquisition-related expenses on our consolidated statement of operations. The amount of MarkLogic revenue and related earnings included in the consolidated statements of operations in the period subsequent to acquisition is not material. Pro Forma Information The following pro forma financial information presents the combined results of operations of Progress and MarkLogic as if the acquisition had occurred on December 1, 2021, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the MarkLogic acquisition and factually supportable. These pro forma adjustments include: (i) a net increase in amortization expense to record amortization expense relating to the $242.3 million of acquired identifiable intangible assets, (ii) an increase in interest expense to record interest for the period presented as a result of drawing down our revolving line of credit in connection with the acquisition, and (iii) the income tax effect of the adjustments made at the statutory tax rate of the U.S. (approximately 24.5%). 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, 2021. (in thousands, except per share data) Pro Forma Three Months Ended February 28, 2023 Pro Forma Three Months Ended February 28, 2022 Revenue $ 203,076 $ 165,822 Net income $ 32,705 $ 10,492 Net income per basic share $ 0.76 $ 0.24 Net income per diluted share $ 0.74 $ 0.23 |
Debt
Debt | 3 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of February 28, 2023, future maturities of the Company's long-term debt were as follows: (In thousands) 2026 Notes Revolving Line of Credit Term Loan Total Remainder of 2023 $ — $ — $ 5,156 $ 5,156 2024 — — 13,750 13,750 2025 — — 20,625 20,625 2026 360,000 — 20,625 380,625 2027 — 195,000 206,250 401,250 Total face value of long-term debt 360,000 195,000 266,406 821,406 Unamortized discount and issuance costs (6,841) — (2,510) (9,351) Less current portion of long-term debt, net — — (7,953) (7,953) Long-term debt $ 353,159 $ 195,000 $ 255,943 $ 804,102 The revolving line of credit may be borrowed, repaid, and reborrowed until January 25, 2027, at which time all amounts outstanding must be repaid. As of February 28, 2023, there was $195.0 million outstanding under the revolving line of credit. |
Common Stock Repurchases
Common Stock Repurchases | 3 Months Ended |
Feb. 28, 2023 | |
Equity [Abstract] | |
Common Stock Repurchases | Common Stock RepurchasesIn January 2023, our Board of Directors increased the share repurchase authorization by $150.0 million, to an aggregate authorization of 228.0 million. In the three months ended February 28, 2023 and February 28, 2022, we repurchased and retired 0.3 million shares for $15.0 million and 0.6 million shares for $25.0 million, respectively. The shares were repurchased in both periods as part of our Board of Directors authorized share repurchase program. As of February 28, 2023, there was $213.0 million remaining under the current authorization. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Feb. 28, 2023 | |
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 when applicable, 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. In 2021, 2022 and 2023, we granted performance-based restricted stock units that include two performance metrics under our Long-Term Incentive Plan ("LTIP") where the performance measurement period is three years. Vesting of the LTIP awards on the 2021, 2022 and 2023 plans are based on the following: (i) 25% is based on our level of attainment of specified TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods, and (ii) 75% is based on achievement of a three-year cumulative operating income target. 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 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 four three The following table provides the classification of stock-based compensation as reflected on our condensed consolidated statements of operations (in thousands): Three Months Ended February 28, 2023 February 28, 2022 Cost of maintenance and services $ 620 $ 411 Sales and marketing 1,495 1,402 Product development 2,998 2,222 General and administrative 4,639 4,079 Total stock-based compensation $ 9,752 $ 8,114 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Feb. 28, 2023 | |
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 three months ended February 28, 2023 (in thousands): Foreign Currency Translation Adjustment Unrealized Losses on Investments Unrealized Gain (Losses) on Hedging Activity Accumulated Other Comprehensive Loss Balance, December 1, 2022 $ (38,523) $ (61) $ 3,349 $ (35,235) Other comprehensive income (loss) before reclassifications, net of tax 1,737 (21) (127) 1,589 Balance, February 28, 2023 $ (36,786) $ (82) $ 3,222 $ (33,646) The tax effect on accumulated unrealized gains (losses) on hedging activity and unrealized losses on investments was a tax provision of $1.1 million as of February 28, 2023 and November 30, 2022. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Feb. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Timing of Revenue Recognition 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 external customers by revenue type is as follows (in thousands): Three Months Ended (In thousands) February 28, 2023 February 28, 2022 Performance obligations transferred at a point in time: Software licenses $ 57,568 $ 42,750 Performance obligations transferred over time: Maintenance 92,513 89,963 Services 14,145 12,209 Total revenue $ 164,226 $ 144,922 Geographic Revenue 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 (In thousands) February 28, 2023 February 28, 2022 North America $ 98,828 $ 78,093 EMEA 53,405 53,702 Latin America 4,189 3,883 Asia Pacific 7,804 9,244 Total revenue $ 164,226 $ 144,922 No single customer, partner, or country outside the U.S. has accounted for more than 10% of our total revenue for the three months ended February 28, 2023 and February 28, 2022. Contract Balances Unbilled Receivables and Contract Assets As of February 28, 2023, billing of our long-term unbilled receivables is expected to occur as follows (in thousands): 2024 $ 19,453 2025 15,607 2026 12,862 Total $ 47,922 Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. We did not have any net contract assets as of February 28, 2023 or November 30, 2022. Deferred Revenue Deferred revenue expected to be recognized as revenue more than one year subsequent to the balance sheet date is included in long-term liabilities on the consolidated balance sheets. Our deferred revenue balance is primarily made up of deferred maintenance. As of February 28, 2023, the changes in net deferred revenue were as follows (in thousands): Balance, December 1, 2022 $ 282,440 Billings and other 183,633 Revenue recognized (164,226) Balance, February 28, 2023 $ 301,847 As of February 28, 2023, transaction price allocated to remaining performance obligations was $309 million. We expect to recognize approximately 81% of the revenue within the next year and the remainder thereafter. Deferred Contract Costs Certain of our sales incentive programs 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 three |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Feb. 28, 2023 | |
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 Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2022 $ 3,870 $ 30 $ 3,900 Costs incurred 180 1,217 1,397 Cash disbursements (345) (144) (489) Balance, February 28, 2023 $ 3,705 $ 1,103 $ 4,808 During the first quarter of fiscal year 2023, we restructured our operations in connection with the acquisition of MarkLogic, which resulted in a reduction in redundant positions, primarily within administrative functions. Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2023. We expect to incur additional expenses as part of this action related to employee costs and facility closures during fiscal year 2023, but we do not expect these costs to be material. |
Income Taxes
Income Taxes | 3 Months Ended |
Feb. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate was 21% in the first fiscal quarter of both 2023 and 2022. There were no significant discrete tax items in the first fiscal quarter of either 2023 or 2022. Our federal income tax returns have been examined or are closed by statute for all years prior to fiscal year 2019. Our state income tax returns have been examined or are closed by statute for all years prior to fiscal year 2018. 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 2017 because they are closed by statute. |
Earnings per share
Earnings per share | 3 Months Ended |
Feb. 28, 2023 | |
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 February 28, 2023 February 28, 2022 Net income $ 23,674 $ 20,454 Weighted average shares outstanding 43,300 43,981 Basic earnings per common share $ 0.55 $ 0.47 Diluted earnings per common share: Net income $ 23,674 $ 20,454 Weighted average shares outstanding 43,300 43,981 Effect of dilution from common stock equivalents 1,053 727 Diluted weighted average shares outstanding 44,353 44,708 Diluted earnings per share $ 0.53 $ 0.46 We excluded stock awards representing approximately 340,000 and 1,536,000 shares of common stock from the calculation of diluted earnings per share in the three months ended February 28, 2023 and February 28, 2022, respectively, as these awards were anti-dilutive. |
Segment Information
Segment Information | 3 Months Ended |
Feb. 28, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information 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 ("CODM") in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer. We operate as one operating segment: software products to develop, deploy, and manage high-impact applications. Our CODM evaluates financial information on a consolidated basis. As we operate as one operating segment, the required financial segment information can be found in the condensed consolidated financial statements. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Feb. 28, 2023 | |
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, the financial statements 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, 2022, as filed with the SEC on January 27, 2023 (our "2022 Annual Report"). We made no material changes in the application of our significant accounting policies that were disclosed in our 2022 Annual Report. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our 2022 Annual Report, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year. |
Use of Estimates | Use of EstimatesThe 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 revenue recognition and business combinations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), as amended in December 2022 by Accounting Standards Update No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ("ASU 2022-06"). ASU 2020-04 provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2024, as amended by ASU 2022-06. As of February 28, 2023, we have not adopted any expedients and exceptions under ASU 2020-04. We will continue to evaluate the impact of ASU 2020-04 on our consolidated financial statements. |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
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 February 28, 2023 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 106,462 $ — $ — $ 106,462 Money market funds 119 — — 119 Commercial papers 4,781 — — 4,781 U.S. treasuries 2,764 — (1) 2,763 U.S. government agency bonds 8,816 — (16) 8,800 Total $ 122,942 $ — $ (17) $ 122,925 A summary of our cash and cash equivalents at November 30, 2022 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 229,023 $ — $ — $ 229,023 Money market funds 27,254 — — 27,254 Total $ 256,277 $ — $ — $ 256,277 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Foreign Currency Forward Contracts | 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 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): February 28, 2023 November 30, 2022 Notional Value Fair Value Notional Value Fair Value Interest rate swap contracts designated as cash flow hedges $ 116,250 $ 4,235 $ 120,000 $ 4,407 The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): February 28, 2023 November 30, 2022 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 70,436 $ (3,180) $ 74,578 $ (2,995) Forward contracts to purchase U.S. dollars 489 8 544 (5) Total $ 70,925 $ (3,172) $ 75,122 $ (3,000) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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 February 28, 2023 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 119 $ 119 $ — $ — Commercial papers 4,781 398 4,383 — U.S. treasuries 2,763 498 2,265 — U.S. government agency bonds 8,800 504 8,296 — Interest rate swap 4,235 — 4,235 — Liabilities Foreign exchange derivatives $ (3,172) $ — $ (3,172) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2022 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 27,254 $ 27,254 $ — $ — Interest rate swap 4,407 — 4,407 — Liabilities Foreign exchange derivatives $ (3,000) $ — $ (3,000) $ — |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following significant classes (in thousands): February 28, 2023 November 30, 2022 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 280,300 $ (157,141) $ 123,159 $ 212,700 $ (150,877) $ 61,823 Customer-related 468,508 (173,532) 294,976 306,308 (162,341) 143,967 Trademarks and trade names 50,111 (27,304) 22,807 37,611 (26,046) 11,565 Non-compete agreement 2,000 (2,000) — 2,000 (2,000) — Total $ 800,919 $ (359,977) $ 440,942 $ 558,619 $ (341,264) $ 217,355 |
Schedule of Future Amortization Expense From Intangible Assets Held | Future amortization expense for intangible assets as of February 28, 2023, is as follows (in thousands): Remainder of 2023 $ 77,748 2024 90,534 2025 80,024 2026 71,147 2027 46,198 Thereafter 75,291 Total $ 440,942 |
Schedule of Goodwill | Changes in the carrying amount of goodwill in the three months ended February 28, 2023 are as follows (in thousands): Balance, November 30, 2022 $ 671,037 Additions (1) 140,964 Translation adjustments (142) Balance, February 28, 2023 $ 811,859 (1) The additions to goodwill during fiscal year 2023 are related to the acquisition of MarkLogic in February 2023. See Note 6: Business Combinations for additional information. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary allocation of the purchase price is as follows (in thousands): Preliminary Purchase Price Allocation Life Net working capital $ 49,477 Property, plant and equipment 723 Purchased technology 67,600 7 years Trade name 12,500 7 years Customer relationships 162,200 7 years Other assets, including long-term unbilled receivables 6,172 Deferred taxes (17,441) Deferred revenue (33,116) Goodwill 140,964 Net assets acquired $ 389,079 |
Schedule of Business Acquisition, Pro Forma Information | 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, 2021. (in thousands, except per share data) Pro Forma Three Months Ended February 28, 2023 Pro Forma Three Months Ended February 28, 2022 Revenue $ 203,076 $ 165,822 Net income $ 32,705 $ 10,492 Net income per basic share $ 0.76 $ 0.24 Net income per diluted share $ 0.74 $ 0.23 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of February 28, 2023, future maturities of the Company's long-term debt were as follows: (In thousands) 2026 Notes Revolving Line of Credit Term Loan Total Remainder of 2023 $ — $ — $ 5,156 $ 5,156 2024 — — 13,750 13,750 2025 — — 20,625 20,625 2026 360,000 — 20,625 380,625 2027 — 195,000 206,250 401,250 Total face value of long-term debt 360,000 195,000 266,406 821,406 Unamortized discount and issuance costs (6,841) — (2,510) (9,351) Less current portion of long-term debt, net — — (7,953) (7,953) Long-term debt $ 353,159 $ 195,000 $ 255,943 $ 804,102 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of 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 February 28, 2023 February 28, 2022 Cost of maintenance and services $ 620 $ 411 Sales and marketing 1,495 1,402 Product development 2,998 2,222 General and administrative 4,639 4,079 Total stock-based compensation $ 9,752 $ 8,114 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table summarizes the changes in accumulated balances of other comprehensive loss during the three months ended February 28, 2023 (in thousands): Foreign Currency Translation Adjustment Unrealized Losses on Investments Unrealized Gain (Losses) on Hedging Activity Accumulated Other Comprehensive Loss Balance, December 1, 2022 $ (38,523) $ (61) $ 3,349 $ (35,235) Other comprehensive income (loss) before reclassifications, net of tax 1,737 (21) (127) 1,589 Balance, February 28, 2023 $ (36,786) $ (82) $ 3,222 $ (33,646) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue from External Customers by Revenue Type | 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 external customers by revenue type is as follows (in thousands): Three Months Ended (In thousands) February 28, 2023 February 28, 2022 Performance obligations transferred at a point in time: Software licenses $ 57,568 $ 42,750 Performance obligations transferred over time: Maintenance 92,513 89,963 Services 14,145 12,209 Total revenue $ 164,226 $ 144,922 |
Schedule of 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 (In thousands) February 28, 2023 February 28, 2022 North America $ 98,828 $ 78,093 EMEA 53,405 53,702 Latin America 4,189 3,883 Asia Pacific 7,804 9,244 Total revenue $ 164,226 $ 144,922 |
Schedule of Contract With Customer, Asset and Liability | As of February 28, 2023, billing of our long-term unbilled receivables is expected to occur as follows (in thousands): 2024 $ 19,453 2025 15,607 2026 12,862 Total $ 47,922 As of February 28, 2023, the changes in net deferred revenue were as follows (in thousands): Balance, December 1, 2022 $ 282,440 Billings and other 183,633 Revenue recognized (164,226) Balance, February 28, 2023 $ 301,847 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
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 Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2022 $ 3,870 $ 30 $ 3,900 Costs incurred 180 1,217 1,397 Cash disbursements (345) (144) (489) Balance, February 28, 2023 $ 3,705 $ 1,103 $ 4,808 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Feb. 28, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of 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 February 28, 2023 February 28, 2022 Net income $ 23,674 $ 20,454 Weighted average shares outstanding 43,300 43,981 Basic earnings per common share $ 0.55 $ 0.47 Diluted earnings per common share: Net income $ 23,674 $ 20,454 Weighted average shares outstanding 43,300 43,981 Effect of dilution from common stock equivalents 1,053 727 Diluted weighted average shares outstanding 44,353 44,708 Diluted earnings per share $ 0.53 $ 0.46 |
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 | Feb. 28, 2023 | Nov. 30, 2022 |
Cash, Cash Equivalents and Investments [Line Items] | ||
Cash and cash equivalents | $ 107,981 | $ 256,277 |
Unrealized Gains | 0 | |
Unrealized Losses | (17) | |
Total amortized cost basis | 122,942 | 256,277 |
Total fair value | 122,925 | 256,277 |
U.S. treasuries | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 2,764 | |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | |
Fair Value | 2,763 | |
U.S. government agency bonds | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 8,816 | |
Unrealized Gains | 0 | |
Unrealized Losses | (16) | |
Fair Value | 8,800 | |
Cash | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Cash and cash equivalents | 106,462 | 229,023 |
Money market funds | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Cash and cash equivalents | 119 | $ 27,254 |
Commercial papers | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Cash and cash equivalents | $ 4,781 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jul. 09, 2019 | Feb. 28, 2023 | Feb. 28, 2022 | Nov. 30, 2022 | |
Derivative [Line Items] | ||||
Derivative assets (liabilities), at fair value | $ (3,172) | $ (3,000) | ||
Other comprehensive loss, cash flow hedge (loss) gain reclassified to earnings | $ (700) | $ 600 | ||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | ||
Other Assets | ||||
Derivative [Line Items] | ||||
Derivative assets (liabilities), at fair value | $ 4,200 | |||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Notional amount | $ 150,000 | |||
Percentage of variable rate debt, managed variability | 50% | |||
Fixed interest rate | 1.855% | |||
Derivative assets (liabilities), at fair value | $ 4,235 | 4,407 | ||
Interest Rate Swap | London Interbank Offered Rate (LIBOR) | ||||
Derivative [Line Items] | ||||
Basis spread on variable rate | 0% | |||
Forward Contracts | ||||
Derivative [Line Items] | ||||
Minimum maturity period, foreign currency derivative | 30 days | |||
Maximum maturity period, foreign currency derivative | 2 years | |||
Derivative, gain on derivative, net | $ 500 | $ 300 | ||
Forward Contracts | Other Noncurrent Liabilities | ||||
Derivative [Line Items] | ||||
Derivative liabilities | 100 | |||
Derivative liability, gross asset | 3,100 | |||
Forward Contracts | Current Liabilities | ||||
Derivative [Line Items] | ||||
Derivative liabilities | $ 3,000 | |||
Forward Contracts | Accrued Liabilities | ||||
Derivative [Line Items] | ||||
Derivative liability, gross asset | $ 100 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Derivatives (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Nov. 30, 2022 |
Derivative [Line Items] | ||
Notional Value | $ 70,925 | $ 75,122 |
Fair Value | (3,172) | (3,000) |
Interest rate swap contracts designated as cash flow hedges | ||
Derivative [Line Items] | ||
Notional Value | 116,250 | 120,000 |
Fair Value | 4,235 | 4,407 |
Forward contracts to sell U.S. dollars | ||
Derivative [Line Items] | ||
Notional Value | 70,436 | 74,578 |
Fair Value | (3,180) | (2,995) |
Forward contracts to purchase U.S. dollars | ||
Derivative [Line Items] | ||
Notional Value | 489 | 544 |
Fair Value | $ 8 | $ (5) |
Fair Value Measurements - Hiera
Fair Value Measurements - Hierarchy of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Nov. 30, 2022 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | $ 119 | $ 27,254 |
Money market funds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 119 | 27,254 |
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 |
Commercial papers | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 4,781 | |
Commercial papers | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 398 | |
Commercial papers | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 4,383 | |
Commercial papers | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | |
U.S. treasuries | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 2,763 | |
U.S. treasuries | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 498 | |
U.S. treasuries | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 2,265 | |
U.S. treasuries | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | |
U.S. government agency bonds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 8,800 | |
U.S. government agency bonds | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 504 | |
U.S. government agency bonds | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 8,296 | |
U.S. government agency bonds | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | |
Interest rate swap | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 4,235 | 4,407 |
Interest rate swap | Level 1 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 0 | 0 |
Interest rate swap | Level 2 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Assets | 4,235 | 4,407 |
Interest rate swap | 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 | (3,172) | (3,000) |
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 | (3,172) | (3,000) |
Foreign exchange derivatives | Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - 2026 Notes - USD ($) $ in Millions | Feb. 28, 2023 | Nov. 30, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 353.2 | $ 352.6 |
Fair value notes | $ 394.7 | $ 376 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Nov. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 800,919 | $ 558,619 |
Accumulated Amortization | (359,977) | (341,264) |
Net Book Value | 440,942 | 217,355 |
Purchased technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 280,300 | 212,700 |
Accumulated Amortization | (157,141) | (150,877) |
Net Book Value | 123,159 | 61,823 |
Customer-related | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 468,508 | 306,308 |
Accumulated Amortization | (173,532) | (162,341) |
Net Book Value | 294,976 | 143,967 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,111 | 37,611 |
Accumulated Amortization | (27,304) | (26,046) |
Net Book Value | 22,807 | 11,565 |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,000 | 2,000 |
Accumulated Amortization | (2,000) | (2,000) |
Net Book Value | $ 0 | $ 0 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of acquired intangibles and other | $ 19.9 | $ 17.2 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Schedule Of Future Amortization Expense) (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Nov. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 77,748 | |
2024 | 90,534 | |
2025 | 80,024 | |
2026 | 71,147 | |
2027 | 46,198 | |
Thereafter | 75,291 | |
Net Book Value | $ 440,942 | $ 217,355 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Schedule of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Feb. 28, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance, November 30, 2022 | $ 671,037 |
Additions | 140,964 |
Translation adjustments | (142) |
Balance, February 28, 2023 | $ 811,859 |
Business Combinations (Schedule
Business Combinations (Schedule of Net Assets Acquired) (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 28, 2023 | Feb. 07, 2023 | Nov. 30, 2022 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 811,859 | $ 671,037 | |
MarkLogic Acquisition | |||
Business Acquisition [Line Items] | |||
Net working capital | $ 49,477 | ||
Property, plant and equipment | 723 | ||
Intangible assets | 242,300 | ||
Other assets, including long-term unbilled receivables | 6,172 | ||
Deferred taxes | (17,441) | ||
Deferred revenue | (33,116) | ||
Goodwill | 140,964 | ||
Net assets acquired | 389,079 | ||
MarkLogic Acquisition | Purchased technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 67,600 | ||
Finite-lived intangible assets, useful life | 7 years | ||
MarkLogic Acquisition | Trade name | |||
Business Acquisition [Line Items] | |||
Intangible assets | 12,500 | ||
Finite-lived intangible assets, useful life | 7 years | ||
MarkLogic Acquisition | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 162,200 | ||
Finite-lived intangible assets, useful life | 7 years |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 07, 2023 | Feb. 28, 2023 | Feb. 28, 2022 | Nov. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 811,859 | $ 671,037 | ||
Acquisition-related expenses | 1,743 | $ 912 | ||
MarkLogic Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash payments in business acquisition | $ 355,000 | |||
Goodwill | 140,964 | |||
Acquisition-related expenses | $ 1,500 | |||
Intangible assets | $ 242,300 |
Business Combinations (Pro Form
Business Combinations (Pro Forma Information) (Details) - MarkLogic Acquisition - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 203,076 | $ 165,822 |
Net income | $ 32,705 | $ 10,492 |
Net income per basic share (in dollars per share) | $ 0.76 | $ 0.24 |
Net income per diluted share (in dollars per share) | $ 0.74 | $ 0.23 |
Debt- Schedule of Future Maturi
Debt- Schedule of Future Maturities (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Nov. 30, 2022 |
Debt Instrument [Line Items] | ||
Remainder of 2023 | $ 5,156 | |
2024 | 13,750 | |
2025 | 20,625 | |
2026 | 380,625 | |
2027 | 401,250 | |
Total face value of long-term debt | 821,406 | |
Unamortized discount and issuance costs | (9,351) | |
Less current portion of long-term debt, net | (7,953) | $ (6,234) |
Long-term debt | 804,102 | |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 360,000 | |
2027 | 0 | |
Total face value of long-term debt | 360,000 | |
Unamortized discount and issuance costs | (6,841) | |
Less current portion of long-term debt, net | 0 | |
Long-term debt | 353,159 | |
Revolving Line of Credit | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 195,000 | |
Total face value of long-term debt | 195,000 | |
Unamortized discount and issuance costs | 0 | |
Less current portion of long-term debt, net | 0 | |
Long-term debt | 195,000 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 5,156 | |
2024 | 13,750 | |
2025 | 20,625 | |
2026 | 20,625 | |
2027 | 206,250 | |
Total face value of long-term debt | 266,406 | |
Unamortized discount and issuance costs | (2,510) | |
Less current portion of long-term debt, net | (7,953) | |
Long-term debt | $ 255,943 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Millions | Feb. 28, 2023 USD ($) |
Term Loan | Amended Credit Agreement | |
Line of Credit Facility [Line Items] | |
Line of credit facility outstanding amount | $ 195 |
Common Stock Repurchases (Detai
Common Stock Repurchases (Details) - USD ($) shares in Millions | 3 Months Ended | ||
Feb. 28, 2023 | Feb. 28, 2022 | Jan. 31, 2023 | |
Equity [Abstract] | |||
Stock repurchase program additional authorized amount | $ 150,000,000 | ||
Stock repurchase authorization | $ 228,000,000 | ||
Common stock repurchased and retired (in shares) | 0.3 | 0.6 | |
Common stock repurchased and retired | $ 15,000,000 | $ 25,000,000 | |
Remaining authorized repurchase amount | $ 213,000,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - metric | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Nov. 30, 2022 | Nov. 30, 2021 | |
Long-term Incentive Plan (LTIP) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of performance metrics | 2 | 2 | 2 |
Stock-based compensation award service period (in years) | 3 years | 3 years | 3 years |
Long-term Incentive Plan (LTIP) | 2021 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares based on market condition of total shareholder return | 25% | ||
Market condition period | 3 years | ||
Percentage of shares based on cumulative performance condition | 75% | ||
Cumulative performance condition | 3 years | ||
Long-term Incentive Plan (LTIP) | 2022 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares based on market condition of total shareholder return | 25% | ||
Market condition period | 3 years | ||
Percentage of shares based on cumulative performance condition | 75% | ||
Cumulative performance condition | 3 years | ||
Long-term Incentive Plan (LTIP) | 2023 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of shares based on market condition of total shareholder return | 25% | ||
Market condition period | 3 years | ||
Percentage of shares based on cumulative performance condition | 75% | ||
Cumulative performance condition | 3 years | ||
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation award service period (in years) | 4 years | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation award service period (in years) | 3 years |
Stock-Based Compensation - Clas
Stock-Based Compensation - Classification of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 9,752 | $ 8,114 |
Cost of maintenance and services | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 620 | 411 |
Sales and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,495 | 1,402 |
Product development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 2,998 | 2,222 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 4,639 | $ 4,079 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Nov. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | $ 398,504 | $ 412,489 |
Other comprehensive income (loss) before reclassifications, net of tax | 1,589 | |
Ending balance | 413,443 | 398,504 |
Other comprehensive income (loss), tax provision | 1,100 | 1,100 |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (35,235) | (32,443) |
Ending balance | (33,646) | (35,235) |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (38,523) | |
Other comprehensive income (loss) before reclassifications, net of tax | 1,737 | |
Ending balance | (36,786) | (38,523) |
Unrealized Losses on Investments | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (61) | |
Other comprehensive income (loss) before reclassifications, net of tax | (21) | |
Ending balance | (82) | (61) |
Unrealized Gain (Losses) on Hedging Activity | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | 3,349 | |
Other comprehensive income (loss) before reclassifications, net of tax | (127) | |
Ending balance | $ 3,222 | $ 3,349 |
Revenue Recognition - Timing of
Revenue Recognition - Timing of Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 164,226 | $ 144,922 |
Software licenses | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 57,568 | 42,750 |
Software licenses | Performance Obligations Transferred at a Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 57,568 | 42,750 |
Maintenance | Performance Obligations Transferred Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 92,513 | 89,963 |
Services | Performance Obligations Transferred Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 14,145 | $ 12,209 |
Revenue Recognition - Geographi
Revenue Recognition - Geographic Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 164,226 | $ 144,922 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 98,828 | 78,093 |
EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 53,405 | 53,702 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,189 | 3,883 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,804 | $ 9,244 |
Revenue Recognition - Unbilled
Revenue Recognition - Unbilled Receivables and Contract Assets (Details) $ in Thousands | Feb. 28, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
2024 | $ 19,453 |
2025 | 15,607 |
2026 | 12,862 |
Total | $ 47,922 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | Feb. 28, 2023 | Nov. 30, 2022 |
Disaggregation of Revenue [Line Items] | ||
Contract asset | $ 0 | $ 0 |
Deferred contract costs | $ 8,400,000 | $ 8,800,000 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Capitalized contract cost, amortization period | 3 years | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Capitalized contract cost, amortization period | 5 years |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) $ in Thousands | 3 Months Ended |
Feb. 28, 2023 USD ($) | |
Contract With Customer, Liability [Roll Forward] | |
Beginning balance | $ 282,440 |
Billings and other | 183,633 |
Revenue recognized | (164,226) |
Ending balance | $ 301,847 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) $ in Millions | Feb. 28, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 309 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-03-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, expected timing of satisfaction, period | 1 year |
Remaining performance obligation, percentage | 81% |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | $ 3,900 | |
Costs incurred | 1,397 | $ 511 |
Cash disbursements | (489) | |
Ending Balance | 4,808 | |
Excess Facilities and Other Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 3,870 | |
Costs incurred | 180 | |
Cash disbursements | (345) | |
Ending Balance | 3,705 | |
Employee Severance and Related Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 30 | |
Costs incurred | 1,217 | |
Cash disbursements | (144) | |
Ending Balance | $ 1,103 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 21% | 21% |
Earnings per share (Schedule of
Earnings per share (Schedule of Calculation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Earnings Per Share [Abstract] | ||
Net income | $ 23,674 | $ 20,454 |
Weighted average shares outstanding (in shares) | 43,300 | 43,981 |
Basic earnings per common share (in dollars per share) | $ 0.55 | $ 0.47 |
Diluted earnings per common share: | ||
Net income | $ 23,674 | $ 20,454 |
Effect of dilution from common stock equivalents (in shares) | 1,053 | 727 |
Diluted weighted average shares outstanding (in shares) | 44,353 | 44,708 |
Diluted earnings per share (in dollars shares) | $ 0.53 | $ 0.46 |
Earnings per share (Narrative)
Earnings per share (Narrative) (Details) - shares shares in Thousands | 3 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Earnings Per Share [Abstract] | ||
Number of shares excluded from the calculation of diluted earnings per share (in shares) | 340 | 1,536 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended |
Feb. 28, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Uncategorized Items - prgs-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |