|
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
04-2746201
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share
|
PRGS
|
The Nasdaq Stock Market LLC
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
Emerging growth company
|
|
☐
|
|
|
|
|
|
|
|
PART I
|
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
|
|
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
|
|
|
Item 15.
|
||
Item 16.
|
||
|
|
|
|
•
|
our OpenEdge software, which provides a unified development environment consisting of development tools, application servers, application management tools, an embedded relational database management system and the capability to connect and integrate with other applications and data sources;
|
•
|
our leading UI development tools, which enable organizations to easily build engaging user interfaces for any device or front end;
|
•
|
our data connectivity and integration capabilities;
|
•
|
our business logic and rules capabilities;
|
•
|
our secure file transfer solutions, which provide secure collaboration and automated file transfers of sensitive data and advanced workflow automation capabilities;
|
•
|
our network management capabilities, which enable small and medium-sized businesses to monitor and manage their IT infrastructure and applications; and
|
•
|
web content management for delivering personalized and engaging digital experiences.
|
•
|
changes in demand for our products;
|
•
|
introduction, enhancement or announcement of products by us or our competitors;
|
•
|
market acceptance of our new products;
|
•
|
the growth rates of certain market segments in which we compete;
|
•
|
size and timing of significant orders;
|
•
|
a high percentage of our revenue is generated in the third month of each fiscal quarter and any failure to receive, complete or process orders at the end of any quarter could cause us to fall short of our revenue targets;
|
•
|
budgeting cycles of customers;
|
•
|
mix of distribution channels;
|
•
|
mix of products and services sold;
|
•
|
mix of international and North American revenues;
|
•
|
fluctuations in currency exchange rates;
|
•
|
changes in the level of operating expenses;
|
•
|
changes in management;
|
•
|
restructuring programs;
|
•
|
changes in our sales force;
|
•
|
completion or announcement of acquisitions by us or our competitors;
|
•
|
integration of acquired businesses;
|
•
|
customer order deferrals in anticipation of new products announced by us or our competitors; and
|
•
|
general economic conditions in regions in which we conduct business.
|
•
|
longer payment cycles;
|
•
|
credit risk and higher levels of payment fraud;
|
•
|
greater difficulties in accounts receivable collection;
|
•
|
varying regulatory and legal requirements;
|
•
|
compliance with international and local trade, labor and export control laws;
|
•
|
compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting bribery and corrupt payments to government officials;
|
•
|
restrictions on the transfer of funds;
|
•
|
difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, legal impediments and language and cultural differences;
|
•
|
reduced or minimal protection of intellectual property rights in some countries;
|
•
|
laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses;
|
•
|
changes in U.S. or foreign trade policies or practices that increase costs or restrict the distribution of products;
|
•
|
seasonal reductions in business activity during the summer months in Europe and certain other parts of the world;
|
•
|
economic instability in emerging markets; and
|
•
|
potentially adverse tax consequences.
|
•
|
unexpected delays, challenges and related expenses, and the disruption of our business;
|
•
|
difficulties of assimilating the operations and personnel of acquired companies;
|
•
|
our potential inability to realize the value of the acquired assets relative to the price paid;
|
•
|
distraction of management from our ongoing businesses;
|
•
|
potential product disruptions associated with the sale of the acquired business's products;
|
•
|
the potential that an acquisition may not further our business strategy as we expected, may not result in revenue and cash flow growth to the degree we expected or at all, or may not achieve expected synergies;
|
•
|
the possibility of incurring significant restructuring charges and amortization expense;
|
•
|
risks related to the assumption of the acquired business's liabilities or any ongoing lawsuits;
|
•
|
potential impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill; and
|
•
|
to the extent that we issue stock to pay for an acquisition, dilution to existing stockholders and decreased earnings per share.
|
•
|
the size of the business or entity acquired;
|
•
|
geographic and cultural differences;
|
•
|
lack of experience operating in the industry or geographic markets of the acquired business;
|
•
|
potential loss of key employees and customers;
|
•
|
the potential for deficiencies in internal controls at the acquired or combined business;
|
•
|
performance problems with the acquired business’s technology;
|
•
|
exposure to unanticipated liabilities of the acquired business;
|
•
|
insufficient revenue to offset increased expenses associated with the acquisition; and
|
•
|
adverse tax consequences.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)
|
||||||
September 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
75,000
|
|
October 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
||
November 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
75,000
|
|
(1)
|
As of November 30, 2019, there was $75.0 million remaining under the current authorization of $250.0 million. In January 2020, our Board of Directors increased the total share repurchase authorization from $75.0 million to $250.0 million.
|
November 30,
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
Progress Software Corporation
|
|
$
|
100.00
|
|
|
$
|
92.06
|
|
|
$
|
113.47
|
|
|
$
|
158.63
|
|
|
$
|
134.92
|
|
|
$
|
157.83
|
|
NASDAQ Composite
|
|
100.00
|
|
|
108.07
|
|
|
112.61
|
|
|
145.41
|
|
|
155.07
|
|
|
181.24
|
|
||||||
NASDAQ Computer
|
|
100.00
|
|
|
108.14
|
|
|
115.99
|
|
|
164.04
|
|
|
171.76
|
|
|
223.01
|
|
•
|
our OpenEdge software, which provides a unified development environment consisting of development tools, application servers, application management tools, an embedded relational database management system and the capability to connect and integrate with other applications and data sources;
|
•
|
our leading UI development tools, which enable organizations to easily build engaging user interfaces for any device or front end;
|
•
|
our data connectivity and integration capabilities;
|
•
|
our business logic and rules capabilities;
|
•
|
our secure file transfer solutions, which provide secure collaboration and automated file transfers of sensitive data and advanced workflow automation capabilities;
|
•
|
our network management capabilities, which enable small and medium-sized businesses to monitor and manage their IT infrastructure and applications; and
|
•
|
web content management for delivering personalized and engaging digital experiences.
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
As Reported
|
|
Constant
Currency
|
||||||
Revenue
|
$
|
413,298
|
|
|
$
|
378,981
|
|
|
9
|
%
|
|
11
|
%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
As Reported
|
|
Constant
Currency
|
||||||
License
|
$
|
122,552
|
|
|
$
|
99,800
|
|
|
23
|
%
|
|
25
|
%
|
As a percentage of total revenue
|
30
|
%
|
|
26
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
As Reported
|
|
Constant
Currency
|
||||||
Maintenance
|
$
|
259,006
|
|
|
$
|
249,171
|
|
|
4
|
%
|
|
6
|
%
|
As a percentage of total revenue
|
63
|
%
|
|
66
|
%
|
|
|
|
|
||||
Professional services
|
$
|
31,740
|
|
|
$
|
30,010
|
|
|
6
|
%
|
|
7
|
%
|
As a percentage of total revenue
|
7
|
%
|
|
8
|
%
|
|
|
|
|
||||
Total maintenance and services revenue
|
$
|
290,746
|
|
|
$
|
279,181
|
|
|
4
|
%
|
|
6
|
%
|
As a percentage of total revenue
|
70
|
%
|
|
74
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
As Reported
|
|
Constant
Currency
|
||||||
North America
|
$
|
233,911
|
|
|
$
|
204,257
|
|
|
15
|
%
|
|
15
|
%
|
As a percentage of total revenue
|
57
|
%
|
|
54
|
%
|
|
|
|
|
||||
EMEA
|
$
|
137,301
|
|
|
$
|
135,055
|
|
|
2
|
%
|
|
6
|
%
|
As a percentage of total revenue
|
33
|
%
|
|
35
|
%
|
|
|
|
|
||||
Latin America
|
$
|
19,665
|
|
|
$
|
18,046
|
|
|
9
|
%
|
|
16
|
%
|
As a percentage of total revenue
|
5
|
%
|
|
5
|
%
|
|
|
|
|
||||
Asia Pacific
|
$
|
22,421
|
|
|
$
|
21,623
|
|
|
4
|
%
|
|
7
|
%
|
As a percentage of total revenue
|
5
|
%
|
|
6
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage Change
|
|||||
OpenEdge segment
|
$
|
296,929
|
|
|
$
|
277,806
|
|
|
7
|
%
|
Data Connectivity and Integration segment
|
39,903
|
|
|
23,129
|
|
|
73
|
%
|
||
Application Development and Deployment segment
|
76,466
|
|
|
78,046
|
|
|
(2
|
)%
|
||
Total revenue
|
$
|
413,298
|
|
|
$
|
378,981
|
|
|
9
|
%
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Cost of software licenses
|
$
|
4,894
|
|
|
$
|
4,769
|
|
|
3
|
%
|
As a percentage of software license revenue
|
4
|
%
|
|
5
|
%
|
|
|
|||
As a percentage of total revenue
|
1
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Cost of maintenance and services
|
$
|
44,463
|
|
|
$
|
39,470
|
|
|
13
|
%
|
As a percentage of maintenance and services revenue
|
15
|
%
|
|
14
|
%
|
|
|
|||
As a percentage of total revenue
|
11
|
%
|
|
10
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
25,884
|
|
|
$
|
22,734
|
|
|
14
|
%
|
As a percentage of total revenue
|
6
|
%
|
|
6
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Gross profit
|
$
|
338,057
|
|
|
$
|
312,008
|
|
|
8
|
%
|
As a percentage of total revenue
|
82
|
%
|
|
82
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Sales and marketing
|
$
|
101,701
|
|
|
$
|
93,036
|
|
|
9
|
%
|
As a percentage of total revenue
|
25
|
%
|
|
25
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Product development
|
$
|
88,572
|
|
|
$
|
79,739
|
|
|
11
|
%
|
As a percentage of total revenue
|
21
|
%
|
|
21
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
General and administrative
|
$
|
53,360
|
|
|
$
|
49,050
|
|
|
9
|
%
|
As a percentage of total revenue
|
13
|
%
|
|
13
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
22,255
|
|
|
$
|
13,241
|
|
|
68
|
%
|
As a percentage of total revenue
|
5
|
%
|
|
3
|
%
|
|
|
|
Fiscal Year Ended
|
||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
||||
Impairment of intangible and long-lived assets
|
$
|
24,096
|
|
|
$
|
—
|
|
|
*
|
As a percentage of total revenue
|
6
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Restructuring expenses
|
$
|
6,331
|
|
|
$
|
2,251
|
|
|
181
|
%
|
As a percentage of total revenue
|
2
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
||||
Acquisition-related expenses
|
$
|
1,658
|
|
|
$
|
258
|
|
|
*
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
||||
Loss on assets held for sale
|
$
|
—
|
|
|
$
|
5,147
|
|
|
*
|
As a percentage of total revenue
|
—
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Fees related to shareholder activist
|
$
|
—
|
|
|
$
|
1,472
|
|
|
(100
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Income from operations
|
$
|
40,084
|
|
|
$
|
67,814
|
|
|
(41
|
)%
|
As a percentage of total revenue
|
10
|
%
|
|
18
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage Change
|
|||||
OpenEdge segment
|
$
|
211,720
|
|
|
$
|
209,986
|
|
|
1
|
%
|
Data Connectivity and Integration segment
|
31,930
|
|
|
15,495
|
|
|
106
|
%
|
||
Application Development and Deployment segment
|
52,473
|
|
|
50,959
|
|
|
3
|
%
|
||
Other unallocated expenses
|
(256,039
|
)
|
|
(208,626
|
)
|
|
(23
|
)%
|
||
Total income from operations
|
$
|
40,084
|
|
|
$
|
67,814
|
|
|
(41
|
)%
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Interest expense
|
$
|
(9,913
|
)
|
|
$
|
(5,149
|
)
|
|
93
|
%
|
Interest income and other, net
|
1,143
|
|
|
1,220
|
|
|
(6
|
)%
|
||
Foreign currency loss, net
|
(2,819
|
)
|
|
(3,089
|
)
|
|
(9
|
)%
|
||
Total other expense, net
|
$
|
(11,589
|
)
|
|
$
|
(7,018
|
)
|
|
(65
|
)%
|
As a percentage of total revenue
|
(3
|
)%
|
|
(2
|
)%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Provision for income taxes
|
$
|
2,095
|
|
|
$
|
11,126
|
|
|
(81
|
)%
|
As a percentage of total revenue
|
<1%
|
|
|
3
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2019
|
|
November 30, 2018
|
|
Percentage
Change
|
|||||
Net income
|
$
|
26,400
|
|
|
$
|
49,670
|
|
|
(47
|
)%
|
As a percentage of total revenue
|
6
|
%
|
|
13
|
%
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
As Reported
|
|
Constant
Currency
|
||||||
Revenue
|
$
|
378,981
|
|
|
$
|
389,154
|
|
|
(3
|
)%
|
|
(3
|
)%
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
As Reported
|
|
Constant
Currency
|
||||||
License
|
$
|
99,800
|
|
|
$
|
113,643
|
|
|
(12
|
)%
|
|
(13
|
)%
|
As a percentage of total revenue
|
26
|
%
|
|
29
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
As Reported
|
|
Constant
Currency
|
||||||
Maintenance
|
$
|
249,171
|
|
|
$
|
243,508
|
|
|
2
|
%
|
|
1
|
%
|
As a percentage of total revenue
|
66
|
%
|
|
63
|
%
|
|
|
|
|
||||
Professional services
|
$
|
30,010
|
|
|
$
|
32,003
|
|
|
(6
|
)%
|
|
(7
|
)%
|
As a percentage of total revenue
|
8
|
%
|
|
8
|
%
|
|
|
|
|
||||
Total maintenance and services revenue
|
$
|
279,181
|
|
|
$
|
275,511
|
|
|
1
|
%
|
|
—
|
%
|
As a percentage of total revenue
|
74
|
%
|
|
71
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|
Percentage Change
|
||||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
As Reported
|
|
Constant
Currency
|
||||||
North America
|
$
|
204,257
|
|
|
$
|
235,815
|
|
|
(13
|
)%
|
|
(13
|
)%
|
As a percentage of total revenue
|
54
|
%
|
|
61
|
%
|
|
|
|
|
||||
EMEA
|
$
|
135,055
|
|
|
$
|
117,509
|
|
|
15
|
%
|
|
11
|
%
|
As a percentage of total revenue
|
35
|
%
|
|
30
|
%
|
|
|
|
|
||||
Latin America
|
$
|
18,046
|
|
|
$
|
16,002
|
|
|
13
|
%
|
|
22
|
%
|
As a percentage of total revenue
|
5
|
%
|
|
4
|
%
|
|
|
|
|
||||
Asia Pacific
|
$
|
21,623
|
|
|
$
|
19,828
|
|
|
9
|
%
|
|
10
|
%
|
As a percentage of total revenue
|
6
|
%
|
|
5
|
%
|
|
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage Change
|
|||||
OpenEdge segment
|
$
|
277,806
|
|
|
$
|
279,823
|
|
|
(1
|
)%
|
Data Connectivity and Integration segment
|
23,129
|
|
|
29,434
|
|
|
(21
|
)%
|
||
Application Development and Deployment segment
|
78,046
|
|
|
79,897
|
|
|
(2
|
)%
|
||
Total revenue
|
$
|
378,981
|
|
|
$
|
389,154
|
|
|
(3
|
)%
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Cost of software licenses
|
$
|
4,769
|
|
|
$
|
5,752
|
|
|
(17
|
)%
|
As a percentage of software license revenue
|
5
|
%
|
|
5
|
%
|
|
|
|||
As a percentage of total revenue
|
1
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Cost of maintenance and services
|
$
|
39,470
|
|
|
$
|
43,299
|
|
|
(9
|
)%
|
As a percentage of maintenance and services revenue
|
14
|
%
|
|
16
|
%
|
|
|
|||
As a percentage of total revenue
|
10
|
%
|
|
11
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
22,734
|
|
|
$
|
20,108
|
|
|
13
|
%
|
As a percentage of total revenue
|
6
|
%
|
|
5
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Gross profit
|
$
|
312,008
|
|
|
$
|
319,995
|
|
|
(2
|
)%
|
As a percentage of total revenue
|
82
|
%
|
|
82
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Sales and marketing
|
$
|
93,036
|
|
|
$
|
101,051
|
|
|
(8
|
)%
|
As a percentage of total revenue
|
25
|
%
|
|
26
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Product development
|
$
|
79,739
|
|
|
$
|
76,988
|
|
|
4
|
%
|
As a percentage of total revenue
|
21
|
%
|
|
20
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
General and administrative
|
$
|
49,050
|
|
|
$
|
45,739
|
|
|
7
|
%
|
As a percentage of total revenue
|
13
|
%
|
|
12
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Amortization of acquired intangibles
|
$
|
13,241
|
|
|
$
|
13,039
|
|
|
2
|
%
|
As a percentage of total revenue
|
3
|
%
|
|
3
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Restructuring expenses
|
$
|
2,251
|
|
|
$
|
22,210
|
|
|
(90
|
)%
|
As a percentage of total revenue
|
1
|
%
|
|
6
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Acquisition-related expenses
|
$
|
258
|
|
|
$
|
1,458
|
|
|
(82
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
||||
Loss on assets held for sale
|
$
|
5,147
|
|
|
$
|
—
|
|
|
*
|
As a percentage of total revenue
|
1
|
%
|
|
—
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Fees related to shareholder activist
|
$
|
1,472
|
|
|
$
|
2,020
|
|
|
(27
|
)%
|
As a percentage of total revenue
|
—
|
%
|
|
1
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Income from operations
|
$
|
67,814
|
|
|
$
|
57,490
|
|
|
18
|
%
|
As a percentage of total revenue
|
18
|
%
|
|
15
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage Change
|
|||||
OpenEdge segment
|
$
|
209,986
|
|
|
$
|
204,032
|
|
|
3
|
%
|
Data Connectivity and Integration segment
|
15,495
|
|
|
19,164
|
|
|
(19
|
)%
|
||
Application Development and Deployment segment
|
50,959
|
|
|
52,781
|
|
|
(3
|
)%
|
||
Other unallocated expenses
|
(208,626
|
)
|
|
(218,487
|
)
|
|
5
|
%
|
||
Total income from operations
|
$
|
67,814
|
|
|
$
|
57,490
|
|
|
18
|
%
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Interest expense
|
$
|
(5,149
|
)
|
|
$
|
(4,631
|
)
|
|
11
|
%
|
Interest income and other, net
|
1,220
|
|
|
921
|
|
|
32
|
%
|
||
Foreign currency loss
|
(3,089
|
)
|
|
(1,317
|
)
|
|
135
|
%
|
||
Total other expense, net
|
$
|
(7,018
|
)
|
|
$
|
(5,027
|
)
|
|
(40
|
)%
|
As a percentage of total revenue
|
(2
|
)%
|
|
(1
|
)%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Provision for income taxes
|
$
|
11,126
|
|
|
$
|
23,442
|
|
|
(53
|
)%
|
As a percentage of total revenue
|
3
|
%
|
|
6
|
%
|
|
|
|
Fiscal Year Ended
|
|||||||||
(In thousands)
|
November 30, 2018
|
|
November 30, 2017
|
|
Percentage
Change
|
|||||
Net income
|
$
|
49,670
|
|
|
$
|
29,021
|
|
|
71
|
%
|
As a percentage of total revenue
|
13
|
%
|
|
7
|
%
|
|
|
(In thousands)
|
November 30,
2019 |
|
November 30,
2018 |
||||
Cash and cash equivalents
|
$
|
154,259
|
|
|
$
|
105,126
|
|
Short-term investments
|
19,426
|
|
|
34,387
|
|
||
Total cash, cash equivalents and short-term investments
|
$
|
173,685
|
|
|
$
|
139,513
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2019 |
|
November 30,
2018 |
|
November 30,
2017 |
||||||
Net income
|
$
|
26,400
|
|
|
$
|
49,670
|
|
|
$
|
29,021
|
|
Non-cash reconciling items included in net income
|
90,139
|
|
|
68,542
|
|
|
52,353
|
|
|||
Changes in operating assets and liabilities
|
11,945
|
|
|
3,140
|
|
|
24,312
|
|
|||
Net cash flows from operating activities
|
$
|
128,484
|
|
|
$
|
121,352
|
|
|
$
|
105,686
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2019 |
|
November 30,
2018 |
|
November 30,
2017 |
||||||
Net investment activity
|
$
|
14,770
|
|
|
$
|
14,843
|
|
|
$
|
(8,821
|
)
|
Purchases of property and equipment
|
(3,998
|
)
|
|
(7,250
|
)
|
|
(3,377
|
)
|
|||
Proceeds from sale of property, plant and equipment, net
|
6,146
|
|
|
—
|
|
|
1,557
|
|
|||
Payments for acquisitions, net of cash acquired
|
(225,298
|
)
|
|
—
|
|
|
(77,150
|
)
|
|||
Net cash flows (used in) from investing activities
|
$
|
(208,380
|
)
|
|
$
|
7,593
|
|
|
$
|
(87,791
|
)
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2019 |
|
November 30,
2018 |
|
November 30,
2017 |
||||||
Proceeds from stock-based compensation plans
|
$
|
9,265
|
|
|
$
|
9,205
|
|
|
$
|
10,025
|
|
Repurchases of common stock
|
(25,000
|
)
|
|
(120,000
|
)
|
|
(73,936
|
)
|
|||
Dividend payment to shareholders
|
(27,760
|
)
|
|
(25,789
|
)
|
|
(24,127
|
)
|
|||
Proceeds from the issuance of debt, net of payments of principal and debt issuance costs
|
178,065
|
|
|
(6,188
|
)
|
|
(12,424
|
)
|
|||
Other financing activities
|
(4,278
|
)
|
|
(3,999
|
)
|
|
(2,852
|
)
|
|||
Net cash flows from (used in) financing activities
|
$
|
130,292
|
|
|
$
|
(146,771
|
)
|
|
$
|
(103,314
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than 5
Years
|
||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Principal payments
|
$
|
297,238
|
|
|
$
|
11,288
|
|
|
$
|
45,150
|
|
|
$
|
240,800
|
|
|
$
|
—
|
|
Interest payments(1)
|
39,223
|
|
|
9,921
|
|
|
18,159
|
|
|
11,143
|
|
|
—
|
|
|||||
Operating leases
|
31,164
|
|
|
7,453
|
|
|
10,688
|
|
|
10,119
|
|
|
2,904
|
|
|||||
Purchase obligations(2)
|
2,888
|
|
|
963
|
|
|
1,773
|
|
|
152
|
|
|
—
|
|
|||||
Unrecognized tax benefits(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
370,513
|
|
|
$
|
29,625
|
|
|
$
|
75,770
|
|
|
$
|
262,214
|
|
|
$
|
2,904
|
|
(1)
|
Interest on the long-term debt is due and payable monthly and is estimated using the effective interest rate as of November 30, 2019 as the interest rate is variable. See Note 8 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
|
(2)
|
Represents the fixed or minimum amounts due under purchase obligations for support service agreements.
|
(3)
|
Our other noncurrent liabilities on the consolidated balance sheet include unrecognized tax benefits and related interest and penalties. As of November 30, 2019, we had unrecognized tax benefits of $5.0 million and an additional $0.4 million for interest and penalties classified as noncurrent liabilities. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities; therefore, such amounts are not included in the above contractual obligation table. See Note 14 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
|
|
November 30, 2019
|
|
November 30, 2018
|
||||||||||||
|
Notional Value
|
|
Fair Value
|
|
Notional Value
|
|
Fair Value
|
||||||||
Forward contracts to sell U.S. dollars
|
$
|
66,951
|
|
|
$
|
(85
|
)
|
|
$
|
105,830
|
|
|
$
|
(170
|
)
|
Forward contracts to purchase U.S. dollars
|
1,457
|
|
|
5
|
|
|
240
|
|
|
—
|
|
||||
Total
|
$
|
68,408
|
|
|
$
|
(80
|
)
|
|
$
|
106,070
|
|
|
$
|
(170
|
)
|
•
|
We tested the effectiveness of controls over revenue recognition, including those over the identification of performance obligations included in the transaction, the allocation of transaction price to these performance obligations, the timing of revenue recognition, and the adoption of ASC 606 using the full retrospective method.
|
•
|
We evaluated the Company’s accounting policies in the context of the applicable accounting standards.
|
•
|
We evaluated the appropriateness and consistency of the methods and assumptions used by management to determine the stand-alone selling price of delivered and undelivered performance obligations of the arrangement.
|
•
|
We selected a sample of revenue arrangements, including those arrangements that we considered individually significant, and performed the following:
|
•
|
We obtained related contracts and evaluated whether the contracts properly documented the terms of the arrangements in accordance with the Company’s policies.
|
•
|
We tested management’s identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated.
|
•
|
We evaluated whether the Company appropriately determined all performance obligations in the arrangement and whether the methodology to allocate the transaction price to the individual performance obligations was appropriately applied based on their stand-alone selling prices.
|
•
|
We compared the transaction price to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.
|
•
|
We tested the allocation of the transaction price to each distinct performance obligation by comparing the relative stand-alone selling price to the selling price of similar goods or services.
|
•
|
We evaluated whether the value allocated to each performance obligation was appropriately recognized in the correct accounting period.
|
•
|
We obtained evidence of delivery of the performance obligations of the arrangement to the customer
|
•
|
We tested if the cumulative effect adjustment made under the full retrospective adoption method was in accordance with ASC 606, including testing the mathematical accuracy, and assessed the completeness of the financial statement disclosures. We also performed procedures to address the completeness and accuracy of the underlying data used in the calculations and the Company’s disclosures.
|
•
|
We tested the effectiveness of controls over the valuation of intangible assets, including management’s controls over forecasts of revenue growth projections, customer attrition rate, and selection of the discount rate.
|
•
|
We assessed the reasonableness of management’s revenue growth projections and customer attrition rate by comparing these assumptions to historical results and certain peer companies.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) valuation assumptions by:
|
•
|
Testing the source information underlying the determination of the valuation assumptions and testing the mathematical accuracy of the calculation.
|
•
|
Developing a range of independent estimates for certain assumptions and comparing those to the assumptions selected by management.
|
•
|
Evaluating whether the fair value models being used are appropriate considering the Company’s circumstances and valuation premise identified.
|
•
|
We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit.
|
(In thousands, except share data)
|
November 30,
2019 |
|
November 30,
2018 |
||||
|
|
|
As Adjusted(1)
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
154,259
|
|
|
$
|
105,126
|
|
Short-term investments
|
19,426
|
|
|
34,387
|
|
||
Total cash, cash equivalents and short-term investments
|
173,685
|
|
|
139,513
|
|
||
Accounts receivable (less allowances of $825 in 2019 and $840 in 2018)
|
72,820
|
|
|
59,715
|
|
||
Unbilled receivables and contract assets
|
10,880
|
|
|
1,421
|
|
||
Other current assets
|
27,280
|
|
|
25,080
|
|
||
Assets held for sale
|
—
|
|
|
5,776
|
|
||
Total current assets
|
284,665
|
|
|
231,505
|
|
||
Long-term unbilled receivables and contract assets
|
12,492
|
|
|
1,811
|
|
||
Property and equipment, net
|
29,765
|
|
|
30,714
|
|
||
Intangible assets, net
|
99,392
|
|
|
58,919
|
|
||
Goodwill
|
432,824
|
|
|
314,992
|
|
||
Deferred tax assets
|
18,601
|
|
|
966
|
|
||
Other assets
|
3,532
|
|
|
5,243
|
|
||
Total assets
|
$
|
881,271
|
|
|
$
|
644,150
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt, net
|
$
|
10,717
|
|
|
$
|
5,819
|
|
Accounts payable
|
10,603
|
|
|
10,593
|
|
||
Accrued compensation and related taxes
|
34,444
|
|
|
25,500
|
|
||
Dividends payable to shareholders
|
7,498
|
|
|
6,998
|
|
||
Income taxes payable
|
1,444
|
|
|
1,228
|
|
||
Other accrued liabilities
|
18,685
|
|
|
12,686
|
|
||
Short-term deferred revenue
|
157,494
|
|
|
123,210
|
|
||
Total current liabilities
|
240,885
|
|
|
186,034
|
|
||
Long-term debt, net
|
284,002
|
|
|
110,270
|
|
||
Long-term deferred revenue
|
19,752
|
|
|
12,730
|
|
||
Deferred tax liabilities
|
3
|
|
|
5,799
|
|
||
Other noncurrent liabilities
|
6,347
|
|
|
5,315
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; authorized, 10,000,000 shares; issued, none
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, and additional paid-in capital; authorized, 200,000,000 shares; issued and outstanding, 45,036,441 shares in 2019 and 45,114,935 shares in 2018
|
450
|
|
|
451
|
|
||
Additional paid-in capital
|
295,503
|
|
|
266,602
|
|
||
Retained earnings
|
64,303
|
|
|
85,125
|
|
||
Accumulated other comprehensive loss
|
(29,974
|
)
|
|
(28,176
|
)
|
||
Total shareholders’ equity
|
330,282
|
|
|
324,002
|
|
||
Total liabilities and shareholders’ equity
|
$
|
881,271
|
|
|
$
|
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 Summary of Significant Accounting Policies for further information.
|
|
Fiscal Year Ended
|
||||||||||
(In thousands, except per share data)
|
November 30,
2019 |
|
November 30,
2018 |
|
November 30,
2017 |
||||||
|
|
|
As Adjusted(1)
|
|
As Adjusted(1)
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Software licenses
|
$
|
122,552
|
|
|
$
|
99,800
|
|
|
$
|
113,643
|
|
Maintenance and services
|
290,746
|
|
|
279,181
|
|
|
275,511
|
|
|||
Total revenue
|
413,298
|
|
|
378,981
|
|
|
389,154
|
|
|||
Costs of revenue:
|
|
|
|
|
|
||||||
Cost of software licenses
|
4,894
|
|
|
4,769
|
|
|
5,752
|
|
|||
Cost of maintenance and services
|
44,463
|
|
|
39,470
|
|
|
43,299
|
|
|||
Amortization of acquired intangibles
|
25,884
|
|
|
22,734
|
|
|
20,108
|
|
|||
Total costs of revenue
|
75,241
|
|
|
66,973
|
|
|
69,159
|
|
|||
Gross profit
|
338,057
|
|
|
312,008
|
|
|
319,995
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
101,701
|
|
|
93,036
|
|
|
101,051
|
|
|||
Product development
|
88,572
|
|
|
79,739
|
|
|
76,988
|
|
|||
General and administrative
|
53,360
|
|
|
49,050
|
|
|
45,739
|
|
|||
Amortization of acquired intangibles
|
22,255
|
|
|
13,241
|
|
|
13,039
|
|
|||
Impairment of intangible and long-lived assets
|
24,096
|
|
|
—
|
|
|
—
|
|
|||
Restructuring expenses
|
6,331
|
|
|
2,251
|
|
|
22,210
|
|
|||
Acquisition-related expenses
|
1,658
|
|
|
258
|
|
|
1,458
|
|
|||
Loss on assets held for sale
|
—
|
|
|
5,147
|
|
|
—
|
|
|||
Fees related to shareholder activist
|
—
|
|
|
1,472
|
|
|
2,020
|
|
|||
Total operating expenses
|
297,973
|
|
|
244,194
|
|
|
262,505
|
|
|||
Income from operations
|
40,084
|
|
|
67,814
|
|
|
57,490
|
|
|||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(9,913
|
)
|
|
(5,149
|
)
|
|
(4,631
|
)
|
|||
Interest income and other, net
|
1,143
|
|
|
1,220
|
|
|
921
|
|
|||
Foreign currency loss, net
|
(2,819
|
)
|
|
(3,089
|
)
|
|
(1,317
|
)
|
|||
Total other expense, net
|
(11,589
|
)
|
|
(7,018
|
)
|
|
(5,027
|
)
|
|||
Income before income taxes
|
28,495
|
|
|
60,796
|
|
|
52,463
|
|
|||
Provision for income taxes
|
2,095
|
|
|
11,126
|
|
|
23,442
|
|
|||
Net income
|
$
|
26,400
|
|
|
$
|
49,670
|
|
|
$
|
29,021
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.59
|
|
|
$
|
1.09
|
|
|
$
|
0.60
|
|
Diluted
|
$
|
0.58
|
|
|
$
|
1.08
|
|
|
$
|
0.60
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
44,791
|
|
|
45,561
|
|
|
48,129
|
|
|||
Diluted
|
45,340
|
|
|
46,135
|
|
|
48,516
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.630
|
|
|
$
|
0.575
|
|
|
$
|
0.515
|
|
(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 Summary of Significant Accounting Policies for further information.
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2019 |
|
November 30,
2018 |
|
November 30,
2017 |
||||||
|
|
|
As Adjusted(1)
|
|
As Adjusted(1)
|
||||||
Net income
|
$
|
26,400
|
|
|
$
|
49,670
|
|
|
$
|
29,021
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(420
|
)
|
|
(9,796
|
)
|
|
10,248
|
|
|||
Unrealized loss on hedging activity, net of tax benefit of $503 in 2019 and $0 in 2018 and 2017
|
(1,551
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized gain (loss) on investments, net of tax provision (benefit) of $60 in 2019, $57 in 2018, and ($60) in 2017
|
173
|
|
|
26
|
|
|
(93
|
)
|
|||
Total other comprehensive (loss) income, net of tax
|
(1,798
|
)
|
|
(9,770
|
)
|
|
10,155
|
|
|||
Comprehensive income
|
$
|
24,602
|
|
|
$
|
39,900
|
|
|
$
|
39,176
|
|
(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 Summary of Significant Accounting Policies for further information.
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Shareholders' Equity
|
|||||||||||||
(in thousands)
|
Number of Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance, December 1, 2016, as adjusted(1)
|
48,537
|
|
|
$
|
485
|
|
|
$
|
239,011
|
|
|
$
|
231,794
|
|
|
$
|
(28,561
|
)
|
|
$
|
442,729
|
|
Issuance of stock under employee stock purchase plan
|
220
|
|
|
2
|
|
|
4,898
|
|
|
—
|
|
|
—
|
|
|
4,900
|
|
|||||
Exercise of stock options
|
203
|
|
|
2
|
|
|
5,106
|
|
|
—
|
|
|
—
|
|
|
5,108
|
|
|||||
Vesting of restricted stock units and release of deferred stock units
|
660
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Withholding tax payments related to net issuance of restricted stock units
|
(118
|
)
|
|
(1
|
)
|
|
(3,755
|
)
|
|
—
|
|
|
—
|
|
|
(3,756
|
)
|
|||||
Tax benefit arising from employee stock purchase plan, stock options and restricted share activity
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|
679
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
14,153
|
|
|
—
|
|
|
—
|
|
|
14,153
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,679
|
)
|
|
—
|
|
|
(24,679
|
)
|
|||||
Treasury stock repurchases and retirements
|
(2,221
|
)
|
|
(22
|
)
|
|
(10,729
|
)
|
|
(63,185
|
)
|
|
—
|
|
|
(73,936
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
29,021
|
|
|
—
|
|
|
29,021
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,155
|
|
|
10,155
|
|
|||||
Balance, November 30, 2017, as adjusted(1)
|
47,281
|
|
|
$
|
473
|
|
|
$
|
249,363
|
|
|
$
|
172,951
|
|
|
$
|
(18,406
|
)
|
|
$
|
404,381
|
|
Issuance of stock under employee stock purchase plan
|
225
|
|
|
2
|
|
|
5,456
|
|
|
—
|
|
|
—
|
|
|
5,458
|
|
|||||
Exercise of stock options
|
189
|
|
|
2
|
|
|
3,856
|
|
|
—
|
|
|
—
|
|
|
3,858
|
|
|||||
Vesting of restricted stock units and release of deferred stock units
|
407
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Withholding tax payments related to net issuance of restricted stock units
|
(108
|
)
|
|
(1
|
)
|
|
(3,998
|
)
|
|
—
|
|
|
—
|
|
|
(3,999
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
20,569
|
|
|
—
|
|
|
—
|
|
|
20,569
|
|
|||||
Adjustment due to adoption of ASU 2016-09 (Note 1)
|
—
|
|
|
—
|
|
|
641
|
|
|
(641
|
)
|
|
—
|
|
|
—
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,169
|
)
|
|
—
|
|
|
(26,169
|
)
|
|||||
Treasury stock repurchases and retirements
|
(2,879
|
)
|
|
(29
|
)
|
|
(9,285
|
)
|
|
(110,686
|
)
|
|
—
|
|
|
(120,000
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
49,670
|
|
|
—
|
|
|
49,670
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,770
|
)
|
|
(9,770
|
)
|
|||||
Balance, November 30, 2018(1)
|
45,115
|
|
|
$
|
451
|
|
|
$
|
266,602
|
|
|
$
|
85,125
|
|
|
$
|
(28,176
|
)
|
|
$
|
324,002
|
|
|
Fiscal Year Ended
|
||||||||||
(In thousands)
|
November 30,
2019 |
|
November 30,
2018 |
|
November 30,
2017 |
||||||
|
|
|
As Adjusted(1)
|
|
As Adjusted(1)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
26,400
|
|
|
$
|
49,670
|
|
|
$
|
29,021
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization of property and equipment
|
7,552
|
|
|
6,941
|
|
|
7,526
|
|
|||
Amortization of acquired intangibles and other
|
49,127
|
|
|
37,561
|
|
|
35,370
|
|
|||
Stock-based compensation
|
23,311
|
|
|
20,569
|
|
|
14,153
|
|
|||
Loss on disposal of property and equipment
|
376
|
|
|
390
|
|
|
416
|
|
|||
Loss on assets held for sale
|
—
|
|
|
5,147
|
|
|
—
|
|
|||
Impairment of intangible and long-lived assets
|
24,096
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(14,869
|
)
|
|
(2,328
|
)
|
|
(4,254
|
)
|
|||
Excess tax benefit from stock plans
|
—
|
|
|
—
|
|
|
(904
|
)
|
|||
Allowances for bad debt and sales credits
|
546
|
|
|
262
|
|
|
46
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable and unbilled receivables
|
(24,655
|
)
|
|
18,708
|
|
|
14,346
|
|
|||
Other assets
|
(1,902
|
)
|
|
(10,332
|
)
|
|
7,518
|
|
|||
Accounts payable and accrued liabilities
|
9,116
|
|
|
(11,842
|
)
|
|
673
|
|
|||
Income taxes payable
|
(454
|
)
|
|
(2,890
|
)
|
|
893
|
|
|||
Deferred revenue
|
29,840
|
|
|
9,496
|
|
|
882
|
|
|||
Net cash flows from operating activities
|
128,484
|
|
|
121,352
|
|
|
105,686
|
|
|||
Cash flows (used in) from investing activities:
|
|
|
|
|
|
||||||
Purchases of investments
|
(10,550
|
)
|
|
(8,258
|
)
|
|
(40,380
|
)
|
|||
Sales and maturities of investments
|
25,320
|
|
|
23,101
|
|
|
31,559
|
|
|||
Purchases of property and equipment
|
(3,998
|
)
|
|
(7,250
|
)
|
|
(3,377
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
(225,298
|
)
|
|
—
|
|
|
(77,150
|
)
|
|||
Proceeds from sale of property, plant and equipment, net
|
6,146
|
|
|
—
|
|
|
1,557
|
|
|||
Net cash flows (used in) from investing activities
|
(208,380
|
)
|
|
7,593
|
|
|
(87,791
|
)
|
|||
Cash flows from (used in) financing activities:
|
|
|
|
|
|
||||||
Proceeds from stock-based compensation plans
|
9,265
|
|
|
9,205
|
|
|
10,025
|
|
|||
Payments for taxes related to net share settlements of equity awards
|
(4,278
|
)
|
|
(3,999
|
)
|
|
(3,756
|
)
|
|||
Repurchases of common stock
|
(25,000
|
)
|
|
(120,000
|
)
|
|
(73,936
|
)
|
|||
Dividend payments to shareholders
|
(27,760
|
)
|
|
(25,789
|
)
|
|
(24,127
|
)
|
|||
Proceeds from the issuance of debt
|
184,985
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from stock plans
|
—
|
|
|
—
|
|
|
904
|
|
|||
Payment of principal on long-term debt
|
(5,309
|
)
|
|
(6,188
|
)
|
|
(11,250
|
)
|
|||
Payment of issuance costs for long-term debt
|
(1,611
|
)
|
|
—
|
|
|
(1,174
|
)
|
|||
Net cash flows from (used in) financing activities
|
130,292
|
|
|
(146,771
|
)
|
|
(103,314
|
)
|
|||
Effect of exchange rate changes on cash
|
(1,263
|
)
|
|
(10,512
|
)
|
|
11,847
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
49,133
|
|
|
(28,338
|
)
|
|
(73,572
|
)
|
|||
Cash and cash equivalents, beginning of year
|
105,126
|
|
|
133,464
|
|
|
207,036
|
|
|||
Cash and cash equivalents, end of year
|
$
|
154,259
|
|
|
$
|
105,126
|
|
|
$
|
133,464
|
|
(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 Summary of Significant Accounting Policies for further information.
|
Supplemental disclosure:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds of $1,385 in 2019, $909 in 2018, and $3,997 in 2017
|
$
|
16,340
|
|
|
$
|
25,451
|
|
|
$
|
25,992
|
|
Cash paid for interest
|
$
|
8,666
|
|
|
$
|
4,220
|
|
|
$
|
3,597
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested
|
$
|
16,573
|
|
|
$
|
16,431
|
|
|
$
|
20,089
|
|
Dividends declared
|
$
|
7,498
|
|
|
$
|
6,998
|
|
|
$
|
6,619
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Losses) Gains on Investments
|
|
Unrealized Loss on Hedging Activity
|
|
Total
|
||||||||
Balance, December 1, 2017
|
$
|
(18,177
|
)
|
|
$
|
(229
|
)
|
|
$
|
—
|
|
|
$
|
(18,406
|
)
|
Other comprehensive (loss) income
|
(9,796
|
)
|
|
26
|
|
|
—
|
|
|
(9,770
|
)
|
||||
Balance, December 1, 2018
|
$
|
(27,973
|
)
|
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
$
|
(28,176
|
)
|
Other comprehensive (loss) income
|
(420
|
)
|
|
173
|
|
|
(1,551
|
)
|
|
(1,798
|
)
|
||||
Balance, November 30, 2019
|
$
|
(28,393
|
)
|
|
$
|
(30
|
)
|
|
$
|
(1,551
|
)
|
|
$
|
(29,974
|
)
|
2021
|
$
|
11,731
|
|
2022
|
761
|
|
|
Total
|
$
|
12,492
|
|
Balance, December 1, 2018 As Adjusted(1)
|
$
|
135,940
|
|
Billings and other
|
454,604
|
|
|
Revenue recognized
|
(413,298
|
)
|
|
Balance, November 30, 2019
|
$
|
177,246
|
|
(1)The Company adopted ASC 606 effective December 1, 2018 using the full retrospective method.
|
•
|
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.
|
|
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.
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
November 30, 2018
|
|
November 30, 2017
|
||||||||||||||||||||
(In thousands, except per share data)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Software licenses
|
$
|
122,137
|
|
|
$
|
(22,337
|
)
|
|
$
|
99,800
|
|
|
$
|
124,406
|
|
|
$
|
(10,763
|
)
|
|
$
|
113,643
|
|
Maintenance and services
|
275,028
|
|
|
4,153
|
|
|
279,181
|
|
|
273,166
|
|
|
2,345
|
|
|
275,511
|
|
||||||
Total revenue
|
397,165
|
|
|
(18,184
|
)
|
|
378,981
|
|
|
397,572
|
|
|
(8,418
|
)
|
|
389,154
|
|
||||||
Costs of revenue
|
66,973
|
|
|
—
|
|
|
66,973
|
|
|
69,159
|
|
|
—
|
|
|
69,159
|
|
||||||
Gross Profit
|
330,192
|
|
|
(18,184
|
)
|
|
312,008
|
|
|
328,413
|
|
|
(8,418
|
)
|
|
319,995
|
|
||||||
Operating expenses
|
244,194
|
|
|
—
|
|
|
244,194
|
|
|
257,799
|
|
|
4,706
|
|
|
262,505
|
|
||||||
Income from operations
|
85,998
|
|
|
(18,184
|
)
|
|
67,814
|
|
|
70,614
|
|
|
(13,124
|
)
|
|
57,490
|
|
||||||
Other expense, net
|
(7,018
|
)
|
|
—
|
|
|
(7,018
|
)
|
|
(5,027
|
)
|
|
—
|
|
|
(5,027
|
)
|
||||||
Income before income taxes
|
78,980
|
|
|
(18,184
|
)
|
|
60,796
|
|
|
65,587
|
|
|
(13,124
|
)
|
|
52,463
|
|
||||||
Provision for income taxes
|
15,489
|
|
|
(4,363
|
)
|
|
11,126
|
|
|
28,170
|
|
|
(4,728
|
)
|
|
23,442
|
|
||||||
Net income
|
$
|
63,491
|
|
|
$
|
(13,821
|
)
|
|
$
|
49,670
|
|
|
$
|
37,417
|
|
|
$
|
(8,396
|
)
|
|
$
|
29,021
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
1.39
|
|
|
$
|
(0.30
|
)
|
|
$
|
1.09
|
|
|
$
|
0.78
|
|
|
$
|
(0.18
|
)
|
|
$
|
0.60
|
|
Diluted
|
$
|
1.38
|
|
|
$
|
(0.30
|
)
|
|
$
|
1.08
|
|
|
$
|
0.77
|
|
|
$
|
(0.17
|
)
|
|
$
|
0.60
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
45,561
|
|
|
—
|
|
|
45,561
|
|
|
48,129
|
|
|
—
|
|
|
48,129
|
|
||||||
Diluted
|
46,135
|
|
|
—
|
|
|
46,135
|
|
|
48,516
|
|
|
—
|
|
|
48,516
|
|
|
Amortized Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
144,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144,346
|
|
Money market funds
|
9,913
|
|
|
—
|
|
|
—
|
|
|
9,913
|
|
||||
State and municipal bond obligations
|
7,036
|
|
|
1
|
|
|
—
|
|
|
7,037
|
|
||||
U.S. treasury bonds
|
7,221
|
|
|
10
|
|
|
—
|
|
|
7,231
|
|
||||
Corporate bonds
|
5,146
|
|
|
12
|
|
|
—
|
|
|
5,158
|
|
||||
Total
|
$
|
173,662
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
173,685
|
|
|
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
|
|
|
November 30, 2019
|
|
November 30, 2018
|
||||||||||||
|
Cash and Equivalents
|
|
Short-Term
Investments
|
|
Cash and Equivalents
|
|
Short-Term
Investments
|
||||||||
Cash
|
$
|
144,346
|
|
|
$
|
—
|
|
|
$
|
101,316
|
|
|
$
|
—
|
|
Money market funds
|
9,913
|
|
|
—
|
|
|
3,810
|
|
|
—
|
|
||||
State and municipal bond obligations
|
—
|
|
|
7,037
|
|
|
—
|
|
|
19,423
|
|
||||
U.S. treasury bonds
|
—
|
|
|
7,231
|
|
|
—
|
|
|
6,705
|
|
||||
Corporate bonds
|
—
|
|
|
5,158
|
|
|
—
|
|
|
8,259
|
|
||||
Total
|
$
|
154,259
|
|
|
$
|
19,426
|
|
|
$
|
105,126
|
|
|
$
|
34,387
|
|
|
November 30,
2019 |
|
November 30,
2018 |
||||
Due in one year or less
|
$
|
14,004
|
|
|
$
|
25,051
|
|
Due after one year (1)
|
5,422
|
|
|
9,336
|
|
||
Total
|
$
|
19,426
|
|
|
$
|
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 consolidated balance sheets.
|
|
November 30, 2019
|
|
November 30, 2018
|
||||||||||||
|
Notional Value
|
|
Fair Value
|
|
Notional Value
|
|
Fair Value
|
||||||||
Interest rate swap contracts designated as cash flow hedges
|
$
|
148,125
|
|
|
$
|
(2,054
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
November 30, 2019
|
|
November 30, 2018
|
||||||||||||
|
Notional Value
|
|
Fair Value
|
|
Notional Value
|
|
Fair Value
|
||||||||
Forward contracts to sell U.S. dollars
|
$
|
66,951
|
|
|
$
|
(85
|
)
|
|
$
|
105,830
|
|
|
$
|
(170
|
)
|
Forward contracts to purchase U.S. dollars
|
1,457
|
|
|
5
|
|
|
240
|
|
|
—
|
|
||||
Total
|
$
|
68,408
|
|
|
$
|
(80
|
)
|
|
$
|
106,070
|
|
|
$
|
(170
|
)
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
9,913
|
|
|
$
|
9,913
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and municipal bond obligations
|
7,037
|
|
|
—
|
|
|
7,037
|
|
|
—
|
|
||||
U.S. treasury bonds
|
7,231
|
|
|
—
|
|
|
7,231
|
|
|
—
|
|
||||
Corporate bonds
|
5,158
|
|
|
—
|
|
|
5,158
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign exchange derivatives
|
(80
|
)
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
||||
Interest rate swap
|
$
|
(2,054
|
)
|
|
$
|
—
|
|
|
$
|
(2,054
|
)
|
|
$
|
—
|
|
|
|
|
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
|
)
|
|
$
|
—
|
|
|
Total Fair Value
|
|
Total Losses
|
||||
Intangible assets
|
$
|
—
|
|
|
$
|
22,688
|
|
|
Total Fair Value
|
|
Total Losses
|
||||
Assets held for sale
|
$
|
5,776
|
|
|
$
|
5,147
|
|
|
November 30, 2019
|
|
November 30, 2018
|
||||
Computer equipment and software
|
$
|
47,699
|
|
|
$
|
47,266
|
|
Land, buildings and leasehold improvements
|
34,083
|
|
|
34,676
|
|
||
Furniture and fixtures
|
7,090
|
|
|
6,104
|
|
||
Capitalized software development costs
|
276
|
|
|
276
|
|
||
Property and equipment, gross
|
89,148
|
|
|
88,322
|
|
||
Less accumulated depreciation and amortization
|
(59,383
|
)
|
|
(57,608
|
)
|
||
Property and equipment, net
|
$
|
29,765
|
|
|
$
|
30,714
|
|
|
November 30, 2019
|
|
November 30, 2018
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Purchased technology
|
$
|
135,186
|
|
|
$
|
(105,967
|
)
|
|
$
|
29,219
|
|
|
$
|
154,301
|
|
|
$
|
(110,959
|
)
|
|
$
|
43,342
|
|
Customer-related
|
134,042
|
|
|
(74,175
|
)
|
|
59,867
|
|
|
67,802
|
|
|
(56,589
|
)
|
|
11,213
|
|
||||||
Trademarks and trade names
|
24,740
|
|
|
(16,043
|
)
|
|
8,697
|
|
|
17,740
|
|
|
(13,376
|
)
|
|
4,364
|
|
||||||
Non-compete agreement
|
2,000
|
|
|
(391
|
)
|
|
1,609
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
295,968
|
|
|
$
|
(196,576
|
)
|
|
$
|
99,392
|
|
|
$
|
239,843
|
|
|
$
|
(180,924
|
)
|
|
$
|
58,919
|
|
2020
|
$
|
23,235
|
|
2021
|
23,117
|
|
|
2022
|
22,136
|
|
|
2023
|
21,860
|
|
|
2024
|
9,044
|
|
|
Total
|
$
|
99,392
|
|
|
November 30, 2019
|
|
November 30, 2018
|
||||
Balance, beginning of year
|
$
|
314,992
|
|
|
$
|
315,041
|
|
Additions
|
117,871
|
|
|
—
|
|
||
Translation adjustments
|
(39
|
)
|
|
(49
|
)
|
||
Balance, end of year
|
$
|
432,824
|
|
|
$
|
314,992
|
|
|
November 30, 2018
|
|
Additions
|
|
Translation adjustments
|
|
November 30, 2019
|
||||||||
OpenEdge
|
$
|
248,987
|
|
|
$
|
117,871
|
|
|
$
|
(39
|
)
|
|
$
|
366,819
|
|
Data Connectivity and Integration
|
19,040
|
|
|
—
|
|
|
|
|
19,040
|
|
|||||
Application Development and Deployment
|
46,965
|
|
|
—
|
|
|
|
|
46,965
|
|
|||||
Total goodwill
|
$
|
314,992
|
|
|
$
|
117,871
|
|
|
$
|
(39
|
)
|
|
$
|
432,824
|
|
|
Initial Purchase Price Allocation
|
|
Measurement Period Adjustments
|
|
Adjusted Purchase Price Allocation
|
|
Life
|
||||||
Net working capital
|
$
|
6,068
|
|
|
$
|
(216
|
)
|
|
$
|
5,852
|
|
|
|
Property, plant and equipment
|
4,661
|
|
|
|
|
4,661
|
|
|
|
||||
Purchased technology
|
33,100
|
|
|
|
|
33,100
|
|
|
5 Years
|
||||
Trade name
|
9,600
|
|
|
|
|
9,600
|
|
|
5 Years
|
||||
Customer relationships
|
66,600
|
|
|
|
|
66,600
|
|
|
5 Years
|
||||
Other assets
|
314
|
|
|
(4
|
)
|
|
310
|
|
|
|
|||
Deferred revenue
|
(12,696
|
)
|
|
|
|
(12,696
|
)
|
|
|
||||
Goodwill
|
117,651
|
|
|
220
|
|
|
117,871
|
|
|
|
|||
Net assets acquired
|
$
|
225,298
|
|
|
$
|
—
|
|
|
$
|
225,298
|
|
|
|
(In thousands, except per share data)
|
Pro Forma
Fiscal Year Ended November 30, 2019
|
|
Pro Forma
Fiscal Year Ended November 30, 2018
|
||||
Revenue
|
$
|
442,286
|
|
|
$
|
431,014
|
|
Net income
|
$
|
19,641
|
|
|
$
|
20,599
|
|
Net income per basic share
|
$
|
0.44
|
|
|
$
|
0.45
|
|
Net income per diluted share
|
$
|
0.43
|
|
|
$
|
0.45
|
|
|
Total
|
|
Life
|
||
Net working capital
|
$
|
(963
|
)
|
|
|
Property, plant and equipment
|
26
|
|
|
|
|
Purchased technology
|
22,100
|
|
|
5 Years
|
|
Trade name
|
1,800
|
|
|
5 Years
|
|
Customer relationships
|
100
|
|
|
5 Years
|
|
Net deferred tax assets
|
1,465
|
|
|
|
|
Goodwill
|
24,351
|
|
|
|
|
Net assets acquired
|
$
|
48,879
|
|
|
|
|
Total
|
|
Life
|
||
Net working capital
|
$
|
(174
|
)
|
|
|
Property, plant and equipment
|
68
|
|
|
|
|
Purchased technology
|
19,900
|
|
|
5 Years
|
|
Trade name
|
800
|
|
|
5 Years
|
|
Customer relationships
|
100
|
|
|
5 Years
|
|
Deferred taxes
|
(5,006
|
)
|
|
|
|
Goodwill
|
12,583
|
|
|
|
|
Net assets acquired
|
$
|
28,271
|
|
|
|
2020
|
$
|
11,287
|
|
2021
|
18,812
|
|
|
2022
|
26,338
|
|
|
2023
|
33,863
|
|
|
2024
|
206,938
|
|
|
Total
|
$
|
297,238
|
|
2020
|
$
|
7,453
|
|
2021
|
5,711
|
|
|
2022
|
4,977
|
|
|
2023
|
5,017
|
|
|
2024
|
5,102
|
|
|
Thereafter
|
2,904
|
|
|
Total
|
$
|
31,164
|
|
|
Shares
|
|
Weighted Average
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value(1)
|
|||||
|
(in thousands)
|
|
Exercise Price
|
|
(in years)
|
|
(in thousands)
|
|||||
Options outstanding, December 1, 2018
|
1,107
|
|
|
$
|
37.82
|
|
|
|
|
|
||
Granted
|
655
|
|
|
35.10
|
|
|
|
|
|
|||
Exercised
|
(119
|
)
|
|
30.47
|
|
|
|
|
|
|||
Canceled
|
(220
|
)
|
|
37.31
|
|
|
|
|
|
|||
Options outstanding, November 30, 2019
|
1,423
|
|
|
$
|
37.26
|
|
|
5.14
|
|
$
|
9,782
|
|
Exercisable, November 30, 2019
|
497
|
|
|
$
|
36.70
|
|
|
4.49
|
|
$
|
3,849
|
|
Vested or expected to vest, November 30, 2019
|
1,423
|
|
|
$
|
37.26
|
|
|
5.14
|
|
$
|
9,782
|
|
(1)
|
The aggregate intrinsic value was calculated based on the difference between the closing price of our stock on November 30, 2019 of $41.92 and the exercise prices for all options outstanding.
|
|
Number of Shares
|
|
Weighted Average Fair Value
|
|||
Restricted stock units outstanding, December 1, 2018
|
912
|
|
|
$
|
35.46
|
|
Granted
|
540
|
|
|
36.09
|
|
|
Issued
|
(365
|
)
|
|
32.93
|
|
|
Canceled
|
(258
|
)
|
|
31.79
|
|
|
Restricted stock units outstanding, November 30, 2019
|
829
|
|
|
$
|
38.16
|
|
|
Fiscal Year Ended
|
|||||||
|
November 30, 2019
|
|
November 30, 2018
|
|
November 30, 2017
|
|||
Stock options:
|
|
|
|
|
|
|||
Expected volatility
|
25.0
|
%
|
|
22.8
|
%
|
|
25.0
|
%
|
Risk-free interest rate
|
2.5
|
%
|
|
2.3
|
%
|
|
1.9
|
%
|
Expected life (in years)
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
Expected dividend yield
|
1.8
|
%
|
|
1.1
|
%
|
|
1.7
|
%
|
Employee stock purchase plan:
|
|
|
|
|
|
|||
Expected volatility
|
30.6
|
%
|
|
23.8
|
%
|
|
22.9
|
%
|
Risk-free interest rate
|
2.3
|
%
|
|
2.3
|
%
|
|
1.2
|
%
|
Expected life (in years)
|
1.6
|
|
|
1.7
|
|
|
1.5
|
|
Expected dividend yield
|
1.7
|
%
|
|
1.5
|
%
|
|
1.6
|
%
|
Long-term incentive plan:
|
|
|
|
|
|
|||
Expected volatility
|
32.2
|
%
|
|
27.4
|
%
|
|
27.5
|
%
|
Risk-free interest rate
|
2.5
|
%
|
|
2.1
|
%
|
|
1.4
|
%
|
Expected life (in years)
|
2.8
|
|
|
2.9
|
|
|
2.7
|
|
Expected dividend yield
|
1.7
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2019
|
|
November 30, 2018
|
|
November 30, 2017
|
||||||
Total intrinsic value of stock options on date exercised
|
$
|
1,388
|
|
|
$
|
3,692
|
|
|
$
|
1,622
|
|
Total fair value of deferred stock units on date vested
|
1,853
|
|
|
1,690
|
|
|
57
|
|
|||
Total fair value of restricted stock units on date vested
|
14,720
|
|
|
14,741
|
|
|
20,032
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2019
|
|
November 30, 2018
|
|
November 30, 2017
|
||||||
Cost of maintenance and services
|
$
|
1,134
|
|
|
$
|
616
|
|
|
$
|
1,016
|
|
Sales and marketing
|
4,155
|
|
|
2,959
|
|
|
2,214
|
|
|||
Product development
|
7,205
|
|
|
8,242
|
|
|
4,576
|
|
|||
General and administrative
|
10,817
|
|
|
8,752
|
|
|
6,347
|
|
|||
Total stock-based compensation
|
$
|
23,311
|
|
|
$
|
20,569
|
|
|
$
|
14,153
|
|
Income tax benefit included in the provision for income taxes
|
$
|
4,661
|
|
|
$
|
4,345
|
|
|
$
|
4,057
|
|
|
Excess Facilities and Other Costs
|
|
Employee Severance and Related Benefits
|
|
Total
|
||||||
Balance, November 30, 2016
|
$
|
107
|
|
|
$
|
1,443
|
|
|
$
|
1,550
|
|
Costs incurred
|
2,655
|
|
|
19,555
|
|
|
22,210
|
|
|||
Cash disbursements
|
(1,456
|
)
|
|
(17,778
|
)
|
|
(19,234
|
)
|
|||
Asset impairment
|
(762
|
)
|
|
—
|
|
|
(762
|
)
|
|||
Translation adjustments and other
|
26
|
|
|
336
|
|
|
362
|
|
|||
Balance, November 30, 2017
|
$
|
570
|
|
|
$
|
3,556
|
|
|
$
|
4,126
|
|
Costs incurred
|
1,011
|
|
|
1,240
|
|
|
2,251
|
|
|||
Cash disbursements
|
(1,309
|
)
|
|
(4,802
|
)
|
|
(6,111
|
)
|
|||
Translation adjustments and other
|
35
|
|
|
10
|
|
|
45
|
|
|||
Balance, November 30, 2018
|
$
|
307
|
|
|
$
|
4
|
|
|
$
|
311
|
|
Costs incurred
|
740
|
|
|
5,591
|
|
|
6,331
|
|
|||
Cash disbursements
|
(760
|
)
|
|
(3,647
|
)
|
|
(4,407
|
)
|
|||
Translation adjustments and other
|
(91
|
)
|
|
59
|
|
|
(32
|
)
|
|||
Balance, November 30, 2019
|
$
|
196
|
|
|
$
|
2,007
|
|
|
$
|
2,203
|
|
|
Excess
Facilities and Other Costs |
|
Employee Severance and Related Benefits
|
|
Total
|
||||||
Balance, December 1, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
—
|
|
|
2,494
|
|
|
2,494
|
|
|||
Cash disbursements
|
—
|
|
|
(1,035
|
)
|
|
(1,035
|
)
|
|||
Translation adjustments and other
|
—
|
|
|
1
|
|
|
1
|
|
|||
Balance, November 30, 2019
|
$
|
—
|
|
|
$
|
1,460
|
|
|
$
|
1,460
|
|
|
Excess
Facilities and Other Costs |
|
Employee Severance and Related Benefits
|
|
Total
|
||||||
Balance, December 1, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
5
|
|
|
3,093
|
|
|
3,098
|
|
|||
Cash disbursements
|
—
|
|
|
(2,604
|
)
|
|
(2,604
|
)
|
|||
Translation adjustments and other
|
—
|
|
|
58
|
|
|
58
|
|
|||
Balance, November 30, 2019
|
$
|
5
|
|
|
$
|
547
|
|
|
$
|
552
|
|
|
Excess Facilities and Other Costs
|
|
Employee Severance and Related Benefits
|
|
Total
|
||||||
Balance, December 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
2,570
|
|
|
19,555
|
|
|
22,125
|
|
|||
Cash disbursements
|
(1,294
|
)
|
|
(16,335
|
)
|
|
(17,629
|
)
|
|||
Asset impairment
|
(762
|
)
|
|
—
|
|
|
(762
|
)
|
|||
Translation adjustments and other
|
26
|
|
|
336
|
|
|
362
|
|
|||
Balance, November 30, 2017
|
$
|
540
|
|
|
$
|
3,556
|
|
|
$
|
4,096
|
|
Costs incurred
|
1,011
|
|
|
1,240
|
|
|
2,251
|
|
|||
Cash disbursements
|
(1,279
|
)
|
|
(4,802
|
)
|
|
(6,081
|
)
|
|||
Translation adjustments and other
|
35
|
|
|
10
|
|
|
45
|
|
|||
Balance, November 30, 2018
|
$
|
307
|
|
|
$
|
4
|
|
|
$
|
311
|
|
Costs incurred
|
735
|
|
|
4
|
|
|
739
|
|
|||
Cash disbursements
|
(760
|
)
|
|
(8
|
)
|
|
(768
|
)
|
|||
Asset impairment
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|||
Translation adjustments and other
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Balance, November 30, 2019
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
191
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2019
|
|
November 30, 2018
|
|
November 30, 2017
|
||||||
|
|
|
As Adjusted(1)
|
|
As Adjusted(1)
|
||||||
U.S.
|
$
|
(11,778
|
)
|
|
$
|
59,440
|
|
|
$
|
65,191
|
|
Foreign
|
40,273
|
|
|
1,356
|
|
|
(12,728
|
)
|
|||
Total
|
$
|
28,495
|
|
|
$
|
60,796
|
|
|
$
|
52,463
|
|
(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 Summary of Significant Accounting Policies for further information.
|
|
November 30, 2019
|
|
November 30, 2018
|
||||
|
|
|
As Adjusted(1)
|
||||
Deferred tax assets:
|
|
|
|
||||
Accounts receivable
|
$
|
174
|
|
|
$
|
134
|
|
Accrued compensation
|
3,283
|
|
|
1,863
|
|
||
Accrued liabilities and other
|
2,690
|
|
|
2,106
|
|
||
Deferred revenue
|
3,995
|
|
|
—
|
|
||
Stock-based compensation
|
4,342
|
|
|
3,166
|
|
||
Depreciation and amortization
|
15,341
|
|
|
—
|
|
||
Tax credit and loss carryforwards
|
21,867
|
|
|
24,338
|
|
||
Gross deferred tax assets
|
51,692
|
|
|
31,607
|
|
||
Valuation allowance
|
(8,864
|
)
|
|
(8,790
|
)
|
||
Total deferred tax assets
|
42,828
|
|
|
22,817
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill
|
(18,879
|
)
|
|
(17,966
|
)
|
||
Deferred revenue
|
(4,541
|
)
|
|
(1,610
|
)
|
||
Depreciation and amortization
|
—
|
|
|
(7,151
|
)
|
||
Prepaid expenses
|
(810
|
)
|
|
(923
|
)
|
||
Total deferred tax liabilities
|
(24,230
|
)
|
|
(27,650
|
)
|
||
Total
|
$
|
18,598
|
|
|
$
|
(4,833
|
)
|
(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 Summary of Significant Accounting Policies for further information.
|
|
Fiscal Year Ended
|
||||||||||
|
November 30, 2019
|
|
November 30, 2018
|
|
November 30, 2017
|
||||||
Balance, beginning of year
|
$
|
5,787
|
|
|
$
|
7,520
|
|
|
$
|
7,046
|
|
Tax positions related to current year
|
—
|
|
|
—
|
|
|
785
|
|
|||
Tax positions related to a prior period
|
110
|
|
|
(15
|
)
|
|
(120
|
)
|
|||
Settlements with tax authorities
|
(181
|
)
|
|
(39
|
)
|
|
(155
|
)
|
|||
Lapses due to expiration of the statute of limitations
|
(723
|
)
|
|
(1,679
|
)
|
|
(36
|
)
|
|||
Balance, end of year
|
$
|
4,993
|
|
|
$
|
5,787
|
|
|
$
|
7,520
|
|
|
Fiscal Year Ended
|
||||||||||
|
November 30,
2019 |
|
November 30,
2018 |
|
November 30,
2017 |
||||||
|
|
|
As Adjusted(1)
|
|
As Adjusted(1)
|
||||||
Net income
|
$
|
26,400
|
|
|
$
|
49,670
|
|
|
$
|
29,021
|
|
Weighted average shares outstanding
|
44,791
|
|
|
45,561
|
|
|
48,129
|
|
|||
Dilutive impact from common stock equivalents
|
549
|
|
|
574
|
|
|
387
|
|
|||
Diluted weighted average shares outstanding
|
45,340
|
|
|
46,135
|
|
|
48,516
|
|
|||
Basic earnings per share
|
$
|
0.59
|
|
|
$
|
1.09
|
|
|
$
|
0.60
|
|
Diluted earnings per share
|
$
|
0.58
|
|
|
$
|
1.08
|
|
|
$
|
0.60
|
|
(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 Summary of Significant Accounting Policies for further information.
|
(in thousands, except per share data)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal year 2019:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
89,549
|
|
|
$
|
99,995
|
|
|
$
|
106,716
|
|
|
$
|
117,038
|
|
Gross profit
|
73,510
|
|
|
82,384
|
|
|
85,891
|
|
|
96,272
|
|
||||
Income (loss) from operations
|
15,409
|
|
|
14,741
|
|
|
15,960
|
|
|
(6,026
|
)
|
||||
Net income (loss)
|
9,402
|
|
|
8,181
|
|
|
13,557
|
|
|
(4,740
|
)
|
||||
Basic earnings (loss) per share
|
0.21
|
|
|
0.18
|
|
|
0.30
|
|
|
(0.11
|
)
|
||||
Diluted earnings (loss) per share
|
0.21
|
|
|
0.18
|
|
|
0.30
|
|
|
(0.11
|
)
|
||||
Fiscal year 2018(1):
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
95,410
|
|
|
$
|
92,864
|
|
|
$
|
92,603
|
|
|
$
|
98,104
|
|
Gross profit
|
78,507
|
|
|
76,221
|
|
|
75,907
|
|
|
81,373
|
|
||||
Income from operations
|
19,131
|
|
|
18,550
|
|
|
19,103
|
|
|
11,030
|
|
||||
Net income
|
13,732
|
|
|
12,904
|
|
|
14,390
|
|
|
8,644
|
|
||||
Basic earnings per share
|
0.30
|
|
|
0.28
|
|
|
0.32
|
|
|
0.19
|
|
||||
Diluted earnings per share
|
0.29
|
|
|
0.28
|
|
|
0.32
|
|
|
0.19
|
|
||||
(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 Summary of Significant Accounting Policies for further information.
|
Name
|
|
Age
|
|
Position
|
|
John Ainsworth
|
|
55
|
|
|
Senior Vice President, Products - Core
|
Stephen Faberman
|
|
50
|
|
|
Chief Legal Officer
|
Yogesh Gupta
|
|
59
|
|
|
President and Chief Executive Officer
|
Paul Jalbert
|
|
62
|
|
|
Chief Financial Officer
|
Loren Jarrett
|
|
45
|
|
|
Senior Vice President, General Manager - Developer Tools Business
|
Katie Kulikoski
|
|
43
|
|
|
Chief People Officer
|
Tony Murphy
|
|
49
|
|
|
Chief Information Officer and Chief Information Security Officer
|
Jennifer Ortiz
|
|
43
|
|
|
Vice President Corporate Marketing
|
Gary Quinn
|
|
59
|
|
|
Senior Vice President, Core Field Organization
|
Sundar Subramanian
|
|
42
|
|
|
Senior Vice President, General Manager - Incubation Products
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
|
Weighted-average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
|
|
Number of
Securities
Remaining
Available
For
Future
Issuance
|
|
||||
Equity compensation plans approved by stockholders (1)
|
|
1,696
|
|
(2)
|
$
|
35.27
|
|
|
4,547
|
|
(3)
|
Equity compensation plans not approved by stockholders(4)
|
|
555
|
|
|
40.85
|
|
|
854
|
|
|
|
Total
|
|
2,251
|
|
|
$
|
37.26
|
|
|
5,401
|
|
|
(1)
|
Consists of the 1992 Incentive and Nonqualified Stock Option Plan, 1994 Stock Incentive Plan, 1997 Stock Incentive Plan, 2008 Stock Option and Incentive Plan and 1991 Employee Stock Purchase Plan ("ESPP").
|
(2)
|
Includes 829,000 restricted stock units under our 2008 Plan. Does not include purchase rights accruing under the ESPP because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.
|
(3)
|
Includes 401,000 shares available for future issuance under the ESPP.
|
(4)
|
Consists of the 2002 Nonqualified Stock Plan and the 2004 Inducement Plan described below.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
2.1*
|
|
2.2
|
|
3.1
|
|
3.2
|
|
3.2.1
|
|
3.3
|
|
4.1
|
|
4.2
|
|
10.1**
|
|
10.2**
|
|
10.3**
|
|
10.4**
|
|
10.5**
|
|
10.6**
|
|
10.7**
|
|
10.8**
|
|
10.9**
|
|
10.10**
|
|
10.11**
|
|
10.12**
|
|
10.13**
|
10.14**
|
|
10.15**
|
|
10.16*
|
|
10.17**
|
|
10.18**
|
|
10.19**
|
|
10.20
|
|
10.21
|
|
10.22
|
|
21.1
|
|
23.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
101***
|
The following materials from Progress Software Corporation’s Annual Report on Form 10-K for the year ended November 30, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of November 30, 2019 and 2018, (ii) Consolidated Statements of Income for the years ended November 30, 2019, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income for the years ended November 30, 2019, 2018 and 2017, (iv) Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2019, 2018 and 2017, and (v) Consolidated Statements of Cash Flows for the years ended November 30, 2019, 2018 and 2017.
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
(1)
|
Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 1, 2019.
|
(2)
|
Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on May 14, 2015.
|
(3)
|
Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 14, 2015.
|
(4)
|
Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on May 14, 2015.
|
(5)
|
Incorporated by reference to Exhibit 3.2.1 to our Annual Report on Form 10-K for the year ended November 30, 2015.
|
(6)
|
Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2019.
|
(7)
|
Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended November 30, 2011.
|
(8)
|
Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K for the year ended November 30, 2009.
|
(9)
|
Incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the year ended November 30, 2009.
|
(10)
|
Incorporated by reference to Exhibit 10.3 to our Annual Report on Form 10-K for the year ended November 30, 2012.
|
(11)
|
Incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K for the year ended November 30, 2013.
|
(12)
|
Incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the year ended November 30, 2015.
|
(13)
|
Incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the year ended November 30, 2015.
|
(14)
|
Incorporated by reference to Appendix A to our definitive Proxy Statement filed April 15, 2016.
|
(15)
|
Incorporated by reference to Annex A to our definitive Proxy Statement filed May 7, 2013.
|
(16)
|
Incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the year ended November 30, 2013.
|
(17)
|
Incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the year ended November 30, 2012.
|
(18)
|
Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended February 28, 2019 filed on April 5, 2019.
|
(19)
|
Incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the year ended November 30, 2013.
|
(20)
|
Incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the year ended November 30, 2013.
|
(21)
|
Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended November 30, 2013.
|
(22)
|
Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended November 30, 2014.
|
(23)
|
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 1, 2019.
|
(24)
|
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 14, 2016.
|
(25)
|
Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 14, 2016.
|
(26)
|
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 31, 2017.
|
*
|
Certain schedules and exhibits have been omitted from this Exhibit pursuant to Item 601(a)(5) of Regulation S-K. Progress Software Corporation will furnish a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its staff upon request.
|
**
|
Management contract or compensatory plan or arrangement in which an executive officer or director of Progress Software Corporation participates.
|
***
|
Pursuant to Rule 406T of Regulations S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
PROGRESS SOFTWARE CORPORATION
|
|
|
|
By:
|
/s/ YOGESH K. GUPTA
|
|
Yogesh K. Gupta
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ YOGESH K. GUPTA
|
|
President and Chief Executive Officer
|
|
January 27, 2020
|
Yogesh K. Gupta
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ PAUL A. JALBERT
|
|
Chief Financial Officer
|
|
January 27, 2020
|
Paul A. Jalbert
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ JOHN R. EGAN
|
|
Non-Executive Chairman
|
|
January 27, 2020
|
John R. Egan
|
|
|
||
|
|
|
||
/s/ PAUL T. DACIER
|
|
Director
|
|
January 27, 2020
|
Paul T. Dacier
|
|
|
||
|
|
|
||
/s/ RAINER GAWLICK
|
|
Director
|
|
January 27, 2020
|
Rainer Gawlick
|
|
|
||
|
|
|
||
/s/ CHARLES F. KANE
|
|
Director
|
|
January 27, 2020
|
Charles F. Kane
|
|
|
||
|
|
|
|
|
/s/ SAMSKRITI KING
|
|
Director
|
|
January 27, 2020
|
Samskriti King
|
|
|
||
|
|
|
||
/s/ DAVID A. KRALL
|
|
Director
|
|
January 27, 2020
|
David A. Krall
|
|
|
||
|
|
|
||
/s/ ANGELA TUCCI
|
|
Director
|
|
January 27, 2020
|
Angela Tucci
|
|
|
||
|
|
|
|
|
/s/ VIVIAN VITALE
|
|
Director
|
|
January 27, 2020
|
Vivian Vitale
|
|
|
1.
|
Employment Termination Benefits
|
(a)
|
Salary: The Company will issue a payment to you on the Termination Date equal to the total amount of your outstanding wages accrued through such date, less applicable deductions and withholdings, in accordance with the Company’s regular payroll practices.
|
(b)
|
Medical and Dental Benefits: Immediately following the Termination Date, you will have the right to continue your medical and dental coverage by electing COBRA in accordance with and subject to the provisions set forth in the enclosed Benefits Information Attachment. A separate package detailing COBRA will be mailed to your home shortly after your Termination Date. Your eligibility for COBRA is not contingent on your satisfaction or compliance with the conditions set forth below. It is important to highlight that, as described in the attached Benefits Information Attachment, you must complete the COBRA application you will receive from Aetna to continue your medical and dental coverage beyond your Termination Date.
|
(c)
|
Outplacement. You will be entitled to seek outplacement services, at the Company’s expense, from CareerArc.
|
(d)
|
Expense Reimbursement: The Company will reimburse you for all actual reasonable and customary business expenses incurred by you (in the furtherance of Company business) on or prior to the Termination Date in accordance with the Company's regular expense reimbursement policies. In order to qualify for reimbursement, reimbursement requests for all such expenses must be submitted by [30 days after Termination Date].
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(e)
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Other Benefits: Except as otherwise expressly stated in this letter or the enclosed Benefits Information Attachment, all of your benefits as an employee of the Company will terminate as of the Termination Date. You will be provided with more detailed information concerning your conversion options with respect to certain benefits under separate cover.
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2.
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Severance Benefits
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(a)
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Salary Continuation. For a period of twelve (12) months after the Termination Date (the “Severance Period”), the Company will continue to pay you at the rate of pay equivalent to your annual Target Compensation (which shall mean $[_________]) in accordance with the Company’s normal payroll practices and procedures and subject to all applicable deductions and withholdings
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(b)
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Medical and Dental Benefits. If you elect COBRA coverage (as explained in the Benefits Information Attachment), the Company will pay the COBRA premiums (less the amount you would have otherwise been required to contribute for your health benefits if you had continued on the Company’s medical and dental plans with your current coverage elections) until the earlier of (i) twelve months after the Termination Date, or (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. Although your eligibility for COBRA (as described in the Benefits Information Attachment) is not contingent on your execution of the SAR, the Company’s obligation to pay the COBRA premiums in accordance with this paragraph is contingent upon your execution of the SAR.
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(c)
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FY Bonus. You will remain eligible to receive a pro-rata portion (based on the number of days employed with the Company during FY) of your bonus for the fiscal year ended November 30, ____ pursuant to the Company’s Corporate Bonus Plan (the “Bonus Program”), such payment, if any, to be made at the attainment level applicable to other members of the Chief Executive Officer Staff otherwise in accordance with the terms of, and at the time provided in, the Bonus Program.
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(d)
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Company Equity. All restricted stock units and stock options held by you which were granted prior to the Termination Date under the Company’s stock option plans which would otherwise become fully vested, nonforfeitable and not subject to any restrictions during the one year period following the Termination Date shall instead become fully vested, nonforfeitable and not subject to any restrictions as of the Termination Date. For the avoidance of doubt, the attached Personnel Grant Status Report lists all RSUs and stock options that were vested by the passage of time through the Termination Date plus those that will be accelerated and vested by operation of this subparagraph. No other RSUs, stock options and Performance Share Units, including without limitation, PSUs issued to you relating to FY performance or under the Company’s Long Term Incentive Plan, shall vest or be accelerated as a result of this subparagraph. Unvested RSUs and stock options that do not vest as a result of this subparagraph and PSUs, including those PSUs relating to FY performance and under the Company’s Long Term Incentive Plan, will be cancelled on the Termination Date. Vested options must be exercised within ninety (90) days of the Separation Date; provided, that if you are subject to a trading blackout during such 90 days then you may exercise your vested options until the later of (i) the expiration of such 90 days, or (ii) ten (10) days after the end of the blackout period, whenever occurring, even if such blackout period continues beyond the ninety (90) day period; provided, that, in no event shall any vested option extend beyond the expiration date of such option. Vested but unexercised options will be cancelled on the date that is ninety (90) days following the Termination Date, except as provided in the prior sentence.
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Jurisdiction
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Name
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North America
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|
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California
|
|
Savvion, Inc.
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Canada
|
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Progress Software Corporation of Canada Ltd.
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Delaware
|
|
Apama Inc.
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Delaware
|
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DataRPM LLC
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Delaware
|
|
Kinvey LLC
|
Delaware
|
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Persistence Software LLC
|
Delaware
|
|
Progress Software International LLC
|
Delaware
|
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Progress Software Denmark A/S
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Delaware
|
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Progress Software Germany GmbH
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Massachusetts
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Oak Park Realty LLC
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Massachusetts
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Oak Park Realty Two LLC
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Massachusetts
|
|
Progress Security Corporation
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Pennsylvania
|
|
Genesis Development Corporation
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|
|
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EMEA
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|
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Austria
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Progress Software GesmbH
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Belgium
|
|
Progress Software NV
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Bulgaria
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Progress Software EAD
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Bulgaria
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Trident Acquisition EAD
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Denmark
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Progress Software A/S
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Finland
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|
Progress Software Oy
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France
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Progress Software S.A.S.
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Germany
|
|
Progress Software GmbH
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Ireland
|
|
Progress Software Technologies Limited
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Ireland
|
|
SPK Acquisitions Limited
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Italy
|
|
Progress Software Italy S.r.l.
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Netherlands
|
|
Progress Software B.V.
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Netherlands
|
|
Progress Software Europe B.V.
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Norway
|
|
Progress Software A/S
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Poland
|
|
Progress Software Sp. z.o o.
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South Africa
|
|
Progress Software (Pty) Ltd
|
Spain
|
|
IONA Technologies Spain SL
|
Spain
|
|
Progress Software S.L.
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Sweden
|
|
Progress Software Svenska AB
|
Switzerland
|
|
Progress Software AG
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United Kingdom
|
|
Apama (UK) Limited
|
United Kingdom
|
|
Trident Acquisition Limited
|
United Kingdom
|
|
Progress Software Limited
|
|
|
|
Latin America
|
|
|
Brazil
|
|
Progress Software do Brasil Ltda.
|
|
|
|
Asia Pacific
|
|
|
Australia
|
|
Progress Software Pty. Ltd.
|
China
|
|
Progress (Shanghai) Software System Company Limited
|
Hong Kong
|
|
IONA Technologies China Limited
|
Hong Kong
|
|
Progress Software Corporation Limited
|
India
|
|
DataRPM India Private Limited
|
India
|
|
Progress Software Development Private Limited
|
India
|
|
Progress Software Solutions India Private Limited
|
India
|
|
Telerik India Private Limited
|
Japan
|
|
Progress Software Japan KK
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Malaysia
|
|
Progress Software (M) Sdn. Bhd.
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Singapore
|
|
Progress Software Corporation (S) Pte. Ltd.
|
/s/ YOGESH K. GUPTA
|
Yogesh K. Gupta
|
/s/ PAUL A. JALBERT
|
Paul A. Jalbert
|
/s/ YOGESH K. GUPTA
|
|
/s/ PAUL A. JALBERT
|
||
President and Chief Executive Officer
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|
Chief Financial Officer
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||
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Date:
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January 27, 2020
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|
Date:
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January 27, 2020
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