Document and Entity Information
Document and Entity Information - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Nov. 30, 2015 | Jan. 20, 2016 | May. 31, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | PROGRESS SOFTWARE CORP /MA | ||
Entity Central Index Key | 876,167 | ||
Current Fiscal Year End Date | --11-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Nov. 30, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 50,906 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,292 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Assets | ||
Cash and cash equivalents | $ 212,379 | $ 263,082 |
Short-term investments | 28,900 | 20,186 |
Total cash, cash equivalents and short-term investments | 241,279 | 283,268 |
Accounts receivable (less allowances of $2,193 in 2015 and $2,592 in 2014) | 66,459 | 68,311 |
Other current assets | 15,671 | 24,028 |
Total current assets | 323,409 | 375,607 |
Property and equipment, net | 54,226 | 59,351 |
Intangible assets, net | 114,113 | 20,578 |
Goodwill | 369,985 | 232,836 |
Deferred tax assets | 10,971 | 12,020 |
Other assets | 4,419 | 2,364 |
Total assets | 877,123 | 702,756 |
Liabilities and shareholders’ equity | ||
Current portion of long-term debt | 9,375 | 0 |
Accounts payable | 11,188 | 11,749 |
Accrued compensation and related taxes | 29,720 | 20,815 |
Income taxes payable | 2,941 | 2,246 |
Other accrued liabilities | 21,465 | 25,936 |
Short-term deferred revenue | 125,227 | 92,557 |
Total current liabilities | 199,916 | 153,303 |
Long-term debt | 135,000 | 0 |
Long-term deferred revenue | 8,844 | 3,683 |
Deferred tax liabilities | 7,112 | 0 |
Other noncurrent liabilities | $ 3,787 | $ 2,525 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Preferred stock, $.01 par value; authorized, 1,000,000 shares; issued, none | $ 0 | $ 0 |
Common stock, $.01 par value; authorized, 200,000,000 shares; issued and outstanding, 50,579,539 in 2015 and 50,676,769 in 2014 | 506 | 507 |
Additional paid-in capital | 227,424 | 209,271 |
Retained earnings | 319,162 | 347,193 |
Accumulated other comprehensive loss | (24,628) | (13,726) |
Total shareholders’ equity | 522,464 | 543,245 |
Total liabilities and shareholders’ equity | $ 877,123 | $ 702,756 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Allowances on accounts receivable | $ 2,193 | $ 2,592 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 50,579,539 | 50,676,769 |
Common stock, shares outstanding | 50,579,539 | 50,676,769 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Revenue: | |||
Software licenses | $ 130,250 | $ 117,801 | $ 122,312 |
Maintenance and services | 247,304 | 214,732 | 211,684 |
Total revenue | 377,554 | 332,533 | 333,996 |
Costs of revenue: | |||
Cost of software licenses | 5,979 | 6,396 | 6,889 |
Cost of maintenance and services | 40,933 | 24,864 | 26,753 |
Amortization of acquired intangibles | 16,830 | 2,999 | 1,340 |
Total costs of revenue | 63,742 | 34,259 | 34,982 |
Gross profit | 313,812 | 298,274 | 299,014 |
Operating expenses: | |||
Sales and marketing | 124,867 | 101,496 | 105,997 |
Product development | 86,924 | 58,965 | 57,336 |
General and administrative | 57,294 | 48,292 | 55,994 |
Amortization of acquired intangibles | 12,745 | 653 | 760 |
Restructuring expenses | 12,989 | 2,266 | 11,983 |
Acquisition-related expenses | 4,239 | 5,862 | 3,204 |
Total operating expenses | 299,058 | 217,534 | 235,274 |
Income from operations | 14,754 | 80,740 | 63,740 |
Other (expense) income: | |||
Interest expense | (3,788) | (572) | (645) |
Interest income and other, net | 1,446 | 83 | 1,846 |
Foreign currency loss, net | (58) | (2,447) | (2,158) |
Total other expense, net | (2,400) | (2,936) | (957) |
Income from continuing operations before income taxes | 12,354 | 77,804 | 62,783 |
Provision for income taxes | 21,155 | 28,346 | 23,006 |
(Loss) income from continuing operations | (8,801) | 49,458 | 39,777 |
Income from discontinued operations, net | 0 | 0 | 35,130 |
Net (loss) income | $ (8,801) | $ 49,458 | $ 74,907 |
Basic: | |||
Continuing operations (in dollars per share) | $ (0.17) | $ 0.97 | $ 0.73 |
Discontinued operations (in dollars per share) | 0 | 0 | 0.64 |
Net (loss) income per share (in dollars per share) | (0.17) | 0.97 | 1.37 |
Diluted: | |||
Continuing operations (in dollars per share) | (0.17) | 0.96 | 0.72 |
Discontinued operations (in dollars per share) | 0 | 0 | 0.63 |
Net (loss) income per share (in dollars per share) | $ (0.17) | $ 0.96 | $ 1.35 |
Weighted average shares outstanding: | |||
Basic (in shares) | 50,391 | 50,840 | 54,516 |
Diluted (in shares) | 50,391 | 51,466 | 55,379 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (8,801) | $ 49,458 | $ 74,907 |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustments | (10,849) | (4,484) | (1,066) |
Unrealized (loss) gain on investments, net of tax (benefit) provision of $(30) in 2015, $1,400 in 2014, and $99 in 2013 | (53) | 2,417 | 171 |
Total other comprehensive (loss) income, net of tax | (10,902) | (2,067) | (895) |
Comprehensive (loss) income | $ (19,703) | $ 47,391 | $ 74,012 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Tax provision (benefit) included in accumulated unrealized gains on investments | $ (30) | $ 1,400 | $ 99 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance, beginning of year, shares at Nov. 30, 2012 | 59,595,000 | ||||
Balance, beginning of year at Nov. 30, 2012 | $ 638,399 | $ 596 | $ 299,737 | $ 348,830 | $ (10,764) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock under employee stock purchase plan, shares | 281,000 | ||||
Issuance of stock under employee stock purchase plan | 4,298 | $ 3 | 4,295 | ||
Exercise of stock options, shares | 2,722,000 | ||||
Exercise of stock options | 50,466 | $ 27 | 50,439 | ||
Vesting of restricted stock units, shares | 697,000 | ||||
Vesting of restricted stock units | 7 | $ 7 | |||
Withholding tax payments related to net issuance of restricted stock units, shares | (203,000) | ||||
Withholding tax payments related to net issuance of restricted stock units | (4,938) | $ (2) | (4,936) | ||
Tax benefit arising from employee stock purchase plan, stock options and restricted share activity | (520) | $ 0 | (520) | ||
Stock-based compensation | $ 21,399 | 21,399 | |||
Treasury stock repurchases and retirements, shares | (11,579,000) | (11,579,000) | |||
Treasury stock repurchases and retirements | $ (269,469) | $ (116) | (165,622) | (103,731) | |
Net income | 74,907 | 74,907 | |||
Other comprehensive loss | (895) | (895) | |||
Balance, end of year, shares at Nov. 30, 2013 | 51,513,000 | ||||
Balance, end of year at Nov. 30, 2013 | 513,654 | $ 515 | 204,792 | 320,006 | (11,659) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock under employee stock purchase plan, shares | 203,000 | ||||
Issuance of stock under employee stock purchase plan | 3,613 | $ 2 | 3,611 | ||
Exercise of stock options, shares | 690,000 | ||||
Exercise of stock options | 12,820 | $ 7 | 12,813 | ||
Vesting of restricted stock units, shares | 866,000 | ||||
Vesting of restricted stock units | 9 | $ 9 | |||
Withholding tax payments related to net issuance of restricted stock units, shares | (289,000) | ||||
Withholding tax payments related to net issuance of restricted stock units | (6,607) | $ (3) | (6,604) | ||
Tax benefit arising from employee stock purchase plan, stock options and restricted share activity | 96 | $ 0 | 96 | ||
Stock-based compensation | $ 24,873 | 24,873 | |||
Treasury stock repurchases and retirements, shares | (2,306,000) | (2,306,000) | |||
Treasury stock repurchases and retirements | $ (52,604) | $ (23) | (30,310) | (22,271) | |
Net income | 49,458 | 49,458 | |||
Other comprehensive loss | $ (2,067) | (2,067) | |||
Balance, end of year, shares at Nov. 30, 2014 | 50,676,769 | 50,677,000 | |||
Balance, end of year at Nov. 30, 2014 | $ 543,245 | $ 507 | 209,271 | 347,193 | (13,726) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock under employee stock purchase plan, shares | 226,000 | ||||
Issuance of stock under employee stock purchase plan | 4,431 | $ 2 | 4,429 | ||
Exercise of stock options, shares | 449,000 | ||||
Exercise of stock options | 8,369 | $ 4 | 8,365 | ||
Vesting of restricted stock units, shares | 714,000 | ||||
Vesting of restricted stock units | 7 | $ 7 | |||
Withholding tax payments related to net issuance of restricted stock units, shares | (215,000) | ||||
Withholding tax payments related to net issuance of restricted stock units | (5,631) | $ (3) | (5,628) | ||
Tax benefit arising from employee stock purchase plan, stock options and restricted share activity | 610 | $ 2 | 608 | ||
Stock-based compensation | $ 24,004 | 24,004 | |||
Treasury stock repurchases and retirements, shares | (1,300,000) | (1,271,000) | |||
Treasury stock repurchases and retirements | $ (32,868) | $ (13) | (13,625) | (19,230) | |
Net income | (8,801) | (8,801) | |||
Other comprehensive loss | $ (10,902) | (10,902) | |||
Balance, end of year, shares at Nov. 30, 2015 | 50,579,539 | 50,580,000 | |||
Balance, end of year at Nov. 30, 2015 | $ 522,464 | $ 506 | $ 227,424 | $ 319,162 | $ (24,628) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (8,801) | $ 49,458 | $ 74,907 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization of property and equipment | 9,394 | 9,775 | 10,345 |
Amortization of acquired intangibles and other | 32,286 | 5,521 | 4,090 |
Stock-based compensation | 24,004 | 24,873 | 21,399 |
Changes in fair value of contingent consideration obligation | (1,508) | 89 | 9 |
Gain on sale of dispositions | 0 | 0 | (71,601) |
Loss on sale of auction rate securities | 0 | 2,554 | 380 |
Loss on disposal of property and equipment | 41 | 60 | 448 |
Asset impairment | 4,962 | 0 | 111 |
Deferred income taxes | (1,845) | 15,034 | 9,261 |
Excess tax benefits from stock plans | (1,349) | (701) | (1,642) |
Allowances for bad debt and sales credits | 453 | 416 | 874 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,747 | (703) | 5,672 |
Other assets | 5,428 | 8,222 | (9,035) |
Accounts payable and accrued liabilities | (370) | (8,749) | (15,161) |
Income taxes payable | 2,481 | 710 | (20,294) |
Deferred revenue | 35,617 | 1,135 | (5,183) |
Net cash flows from operating activities | 104,540 | 107,694 | 4,580 |
Cash flows from investing activities: | |||
Purchases of investments | (24,178) | (5,537) | (7,745) |
Sales and maturities of investments | 14,626 | 17,125 | 28,753 |
Redemptions and sales of auction rate securities - available-for-sale | 0 | 26,196 | 25 |
Purchases of property and equipment | (7,184) | (7,985) | (4,226) |
Capitalized software development costs | (1,661) | (3,816) | (836) |
Payments for acquisitions, net of cash acquired | (246,275) | (24,493) | (9,450) |
Proceeds from divestitures, net | 4,500 | 3,300 | 111,120 |
Decrease in other noncurrent assets | (36) | 346 | 1,121 |
Net cash flows (used in) from investing activities | (260,208) | 5,136 | 118,762 |
Cash flows from financing activities: | |||
Proceeds from stock-based compensation plans | 13,069 | 16,488 | 54,430 |
Purchase of common stock related to withholding taxes from issuance of restricted stock units | (5,631) | (6,607) | (4,936) |
Repurchase of common stock | (32,868) | (52,604) | (276,537) |
Excess tax benefit from stock plans | 1,349 | 701 | 1,642 |
Proceeds from the issuance of debt | 150,000 | 0 | 0 |
Payment of long-term debt | (5,625) | 0 | 0 |
Payment of contingent consideration | (1,785) | 0 | 0 |
Payment of contingent consideration | 209 | 210 | 0 |
Net cash flows from (used in) financing activities | 118,300 | (42,232) | (225,401) |
Effect of exchange rate changes on cash | (13,335) | (6,334) | (915) |
Net (decrease) increase in cash and equivalents | (50,703) | 64,264 | (102,974) |
Cash and equivalents, beginning of year | 263,082 | 198,818 | 301,792 |
Cash and equivalents, end of year | 212,379 | 263,082 | 198,818 |
Supplemental disclosure: | |||
Cash paid for income taxes, net of refunds of $2,264 in 2015, $1,769 in 2014, and $4,453 in 2013 | 17,036 | 7,343 | 69,939 |
Cash paid for interest | 2,725 | 0 | 0 |
Non-cash financing activity: | |||
Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested | $ 18,714 | $ 20,093 | $ 16,758 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Statement of Cash Flows [Abstract] | |||
Proceeds from Income Tax Refunds | $ 2,264 | $ 1,769 | $ 4,453 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Nature of Business and Summary of Significant Accounting Policies The Company We are a global software company that simplifies the development, deployment and management of business applications on-premise or in the cloud, on any platform or device, to any data source, with enhanced performance, minimal IT complexity and low total cost of ownership. Our comprehensive portfolio of products provides leading solutions for rapid development, broad data integration and efficient data analysis. Our solutions are used across a variety of industries. Our products are generally sold as perpetual licenses, but certain products also use term licensing models and our cloud-based offerings use a subscription based model. More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally application partners and original equipment manufacturers (OEMs). Application partners are independent software vendors (ISVs) that develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology. OEMs are companies that embed our products into their own software products or devices. We operate in North America and Latin America (the Americas); Europe, the Middle East and Africa (EMEA); and the Asia Pacific region, through local subsidiaries as well as independent distributors. Accounting Principles We prepare our consolidated financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (GAAP). Basis of Consolidation The consolidated financial statements include our accounts and those of our subsidiaries (all of which are wholly-owned). We eliminate all intercompany balances and transactions. Use of Estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an on-going basis, management evaluates its estimates and records changes in estimates in the period in which they become known. These estimates are based on historical data and experience, as well as various other assumptions that management believes to be reasonable under the circumstances. The most significant estimates relate to the timing and amounts of revenue recognition, the realization of tax assets and estimates of tax liabilities, fair values of investments in marketable securities, intangible assets and goodwill valuations, the recognition and disclosure of contingent liabilities, the collectability of accounts receivable, and assumptions used to determine the fair value of stock-based compensation. Actual results could differ from those estimates. Foreign Currency Translation The functional currency of most of our foreign subsidiaries is the local currency in which the subsidiary operates. For foreign operations where the local currency is considered to be the functional currency, we translate assets and liabilities into U.S. dollars at the exchange rate on the balance sheet date. We translate income and expense items at average rates of exchange prevailing during each period. We accumulate translation adjustments in accumulated other comprehensive loss, a component of shareholders’ equity. For foreign operations where the U.S. dollar is considered to be the functional currency, we remeasure monetary assets and liabilities into U.S. dollars at the exchange rate on the balance sheet date and non-monetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. We translate income and expense items at average rates of exchange prevailing during each period. We recognize remeasurement adjustments currently as a component of foreign currency loss, net in the statements of operations. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in foreign currency loss, net in the statements of operations as incurred. Cash Equivalents and Investments Cash equivalents include short-term, highly liquid investments purchased with remaining maturities of three months or less. As of November 30, 2015, all of our cash equivalents were invested in money market funds. We classify investments, state and municipal bond obligations, U.S. treasury and government agency bonds, and corporate bonds and notes, as investments available-for-sale, which are stated at fair value. Prior period investments also included auction rate securities (ARS). We include aggregate unrealized holding gains and losses, net of taxes, on available-for-sale securities as a component of accumulated other comprehensive loss in shareholders’ equity. We include realized gains and losses in interest income and other, net on the consolidated statements of operations. We monitor our investment portfolio for impairment on a periodic basis. In the event that the carrying value of an investment exceeds its fair value and the decline in value is determined to be other than temporary, an impairment charge is recorded and a new cost basis for the investment is established. In determining whether an other-than-temporary impairment exists, we consider the nature of the investment, the length of time and the extent to which the fair value has been less than cost, and our intent and ability to continue holding the security for a period sufficient for an expected recovery in fair value. Allowances for Doubtful Accounts and Sales Credit Memos We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. We establish this allowance using estimates that we make based on factors such as the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, changes to customer creditworthiness and current economic trends. We also record an allowance for estimates of potential sales credit memos. This allowance is determined based on an analysis of historical credit memos issued and current economic trends, and is recorded as a reduction of revenue. A summary of activity in the allowance for doubtful accounts is as follows (in thousands): November 30, 2015 November 30, 2014 November 30, 2013 Beginning balance $ 1,646 $ 2,250 $ 2,278 Charge to costs and expenses 271 365 649 Write-offs and other (512 ) (949 ) (688 ) Translation adjustments 16 (20 ) 11 Ending balance $ 1,421 $ 1,646 $ 2,250 A summary of activity in the allowance for sales credit memos is as follows (in thousands): November 30, 2015 November 30, 2014 November 30, 2013 Beginning balance $ 946 $ 903 $ 746 Charge to revenue 182 51 225 Write-offs and other (332 ) (6 ) (71 ) Translation adjustments (24 ) (2 ) 3 Ending balance $ 772 $ 946 $ 903 Concentrations of Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments, derivative instruments and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We hold our cash and cash equivalents, investments and derivative instrument contracts with high quality financial institutions and we monitor the credit ratings of those institutions. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the diversity, both by geography and by industry, of the customer base. No single customer represented more than 10% of consolidated accounts receivable or revenue in fiscal years 2015 , 2014 or 2013 . Fair Value of Financial Instruments The carrying amount of our cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximates fair value due to the short-term nature or market interest rates of these items. We base the fair value of short-term investments on quoted market prices or other relevant information generated by market transactions involving identical or comparable assets. Previous to their sale during fiscal year 2014, the fair value of ARS was based on a valuation methodology utilizing discounted cash flow models due to the absence of quoted market prices. We measure and record derivative financial instruments at fair value. See Note 4 for further discussion of financial instruments that are carried at fair value on a recurring and nonrecurring basis. Derivative Instruments We record all derivatives, whether designated in hedging relationships or not, on the consolidated balance sheets at fair value. We use derivative instruments to manage exposures to fluctuations in the value of foreign currencies, which exist as part of our ongoing business operations. Certain assets and forecasted transactions are exposed to foreign currency risk. Our objective for holding derivatives is to eliminate or reduce the impact of these exposures. We periodically monitor our foreign currency exposures to enhance the overall economic effectiveness of our foreign currency hedge positions. Principal currencies hedged include the euro, British pound, Brazilian real, Indian rupee, and Australian dollar. We do not enter into derivative instruments for speculative purposes, nor do we hold or issue any derivative instruments for trading purposes. We enter into certain derivative instruments that do not qualify for hedge accounting and are not designated as hedges. Although these derivatives do not qualify for hedge accounting, we believe that such instruments are closely correlated with the underlying exposure, thus managing the associated risk. The gains or losses from changes in the fair value of such derivative instruments that are not accounted for as hedges are recognized in earnings in foreign currency loss, net in the consolidated statements of operations. Property and Equipment We record property and equipment at cost. We record property and equipment purchased in business combinations at fair value, which is then treated as the cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful lives of the assets. Useful lives by major asset class are as follows: computer equipment and software, 3 to 7 years; buildings and improvements, 5 to 39 years; and furniture and fixtures, 5 to 7 years. Repairs and maintenance costs are expensed as incurred. Product Development and Internal Use Software Expenditures for product development, other than internal use software costs, are expensed as incurred. Product development expenses primarily consist of personnel and related expenses for our product development staff, the cost of various third-party contractor fees, and allocated overhead expenses. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Certain internal and external qualifying costs incurred during the application development stage are capitalized as property and equipment. Internal use software is amortized on a straight-line basis over its estimated useful life of three years, beginning when the software is ready for its intended use. During the fiscal years ended November 30, 2015, 2014, and 2013, there were $1.3 million , $4.1 million , and $0.8 million of internal use software development costs capitalized, respectively. Amortization expense related to internal use software totaled $1.3 million , $0.7 million , and $0 during the fiscal years ended November 30, 2015, 2014, and 2013, respectively. During the second and fourth quarters of fiscal year 2015, we incurred impairment charges of $1.5 million and $1.0 million , respectively, related to software development costs capitalized for assets no longer deployed (Note 14). Goodwill, Intangible Assets and Long-Lived Assets Goodwill is the amount by which the cost of acquired net assets in a business combination exceeded the fair value of net identifiable assets on the date of purchase. We evaluate goodwill and other intangible assets with indefinite useful lives, if any, for impairment annually or on an interim basis when events and circumstances arise that indicate impairment may have occurred. In performing our annual assessment, we may first perform a qualitative test and if necessary, perform a quantitative test. To conduct the quantitative impairment test of goodwill, we compare the fair value of a reporting unit to its carrying value. If the reporting unit’s carrying value exceeds its fair value, we record an impairment loss to the extent that the carrying value of goodwill exceeds its implied fair value. We estimate the fair values of our reporting units using discounted cash flow models or other valuation models, such as comparative transactions and market multiples. Intangible assets are comprised of purchased technology, customer-related assets, and trademarks and trade names acquired through business combinations (Note 8). All of our intangible assets are amortized using the straight-line method over their estimated useful life. We periodically review long-lived assets (primarily property and equipment) and intangible assets with finite lives for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of those assets are no longer appropriate. We base each impairment test on a comparison of the undiscounted cash flows to the carrying value of the asset or asset group. If impairment is indicated, we write down the asset to its estimated fair value based on a discounted cash flow analysis. In fiscal year 2013, we recorded an impairment loss of $0.1 million related to assets no longer deployed as part of cost reduction strategies associated with our 2012 restructuring action. In fiscal year 2015, we recorded impairment losses totaling $5.0 million , primarily as a result of the decision to replace existing technology with technology acquired from a business combination (Note 14). We recorded no impairment losses in fiscal years 2014 and 2013. Comprehensive Loss The components of comprehensive loss include, in addition to net (loss) income, unrealized gains and losses on investments and foreign currency translation adjustments. Accumulated other comprehensive loss by components, net of tax (in thousands): Foreign Currency Translation Adjustment Unrealized Gains (Losses) on investments Total Balance, December 1, 2013 $ (9,249 ) $ (2,410 ) $ (11,659 ) Other comprehensive (loss) income before reclassifications (4,484 ) 800 (3,684 ) Amounts reclassified from accumulated other comprehensive (loss) income — 1,617 1,617 Net other comprehensive (loss) income $ (4,484 ) $ 2,417 $ (2,067 ) Balance, December 1, 2014 $ (13,733 ) $ 7 $ (13,726 ) Other comprehensive loss before reclassifications (10,849 ) (53 ) (10,902 ) Net other comprehensive loss $ (10,849 ) $ (53 ) $ (10,902 ) Balance, November 30, 2015 $ (24,582 ) $ (46 ) $ (24,628 ) The amounts reclassified from accumulated other comprehensive income (loss) for fiscal year 2014 relate to realized losses on available-for-sale ARS, which are recorded in interest income and other, net in the consolidated statements of operations. The amounts reclassified are presented net of tax of $0.9 million for fiscal year 2014. The tax effect on accumulated unrealized losses on investments was minimal as of November 30, 2015 and November 30, 2014 and $1.4 million at November 30, 2013. Revenue Recognition We derive our revenue primarily from software licenses and maintenance and services. Our license arrangements generally contain multiple elements, including software maintenance services, consulting services, and customer education services. We do not recognize revenue until the following four basic criteria are met: (i) persuasive evidence of an arrangement exists, (ii) our product has been shipped or, if delivered electronically, the customer has the right to access the software, (iii) the fee is fixed or determinable, and (iv) collection of the fee is probable. Evidence of an arrangement generally consists of a contract or purchase order signed by the customer. In regard to delivery, we generally ship our software electronically and do not license our software with conditions of acceptance. If an arrangement does contain conditions of acceptance, we defer recognition of the revenue until the acceptance criteria are met or the period of acceptance has passed. Services are considered delivered as the work is performed or, in the case of maintenance, over the contractual service period. We assess whether a fee is fixed or determinable at the outset of the arrangement and consider the payment terms of the transaction, including transactions that extend beyond our customary payment terms. We do not license our software with a right of return. In assessing whether the collection of the fee is probable, we consider customer credit-worthiness, a customer’s historical payment experience, economic conditions in the customer’s industry and geographic location and general economic conditions. If we do not consider collection of a fee to be probable, we defer the revenue until the fees are collected, provided all other conditions for revenue recognition have been met. In determining when to recognize revenue from a customer arrangement, we are often required to exercise judgment regarding the application of our accounting policies to a particular arrangement. The primary judgments used in evaluating revenue recognized in each period involve: determining whether collection is probable, assessing whether the fee is fixed or determinable, and determining the fair value of the maintenance and services elements included in multiple-element software arrangements. Such judgments can materially impact the amount of revenue that we record in a given period. While we follow specific and detailed rules and guidelines related to revenue recognition, we make and use significant management judgments and estimates in connection with the revenue recognized in any reporting period, particularly in the areas described above. If management made different estimates or judgments, material differences in the timing of the recognition of revenue could occur. In regard to software license revenues, perpetual and term license fees are recognized as revenue when the software is delivered, no significant obligations or contingencies related to the software exist, other than maintenance, and all other revenue recognition criteria are met. We generally recognize revenue for products distributed through application partners and distributors on a sell-in basis. Revenue from maintenance is recognized ratably over the service period. Maintenance revenue is deferred until the associated license is delivered to the customer and all other criteria for revenue recognition have been met. Revenue from other services, which are primarily consulting and customer education services, is generally recognized as the services are delivered to the customer, provided all other criteria for revenue recognition have been met. We also offer products via a software-as-a-service (SaaS) model, which is a subscription based model. Subscription revenue derived from these agreements is generally recognized on a straight-line basis over the subscription term, provided persuasive evidence of an arrangement exists, access to our software has been granted to the customer, the fee for the subscription is fixed or determinable, and collection of the subscription fee is probable. We generally sell our software licenses with maintenance services and, in some cases, also with consulting services. For these multiple element arrangements, we allocate revenue to the delivered elements of the arrangement using the residual method, whereby revenue is allocated to the undelivered elements based on vendor specific objective evidence (or VSOE) of fair value of the undelivered elements with the remaining arrangement fee allocated to the delivered elements and recognized as revenue assuming all other revenue recognition criteria are met. For the undelivered elements, we determine VSOE of fair value to be the price charged when the undelivered element is sold separately. We determine VSOE for maintenance sold in connection with a software license based on the amount that will be separately charged for the maintenance renewal period. Substantially all license arrangements indicate the renewal rate for which customers may, at their option, renew their maintenance agreement. We determine VSOE for consulting services by reference to the amount charged for similar engagements when a software license sale is not involved. We review services sold separately on a periodic basis and update, when appropriate, our VSOE of fair value for such maintenance and services to ensure that it reflects our recent pricing experience. If VSOE of fair value for the undelivered elements cannot be established, we defer all revenue from the arrangement until the earlier of the point at which such sufficient VSOE does exist or all elements of the arrangement have been delivered, or if the only undelivered element is maintenance, then we recognize the entire fee ratably over the maintenance period. If payment of the software license fees is dependent upon the performance of consulting services or the consulting services are essential to the functionality of the licensed software, then we recognize both the software license and consulting fees using the completed contract method. Sales taxes collected from customers and remitted to government authorities are excluded from revenue. Deferred revenue generally results from contractual billings for which revenue has not been recognized and consists of the unearned portion of license, maintenance, and services fees. Deferred revenue expected to be recognized as revenue more than one year subsequent to the balance sheet date is included in long-term liabilities in the consolidated balance sheets. Advertising Costs Advertising costs are expensed as incurred and were $2.5 million , $1.8 million , and $1.6 million in fiscal years 2015 , 2014 , and 2013 , respectively. Warranty Costs We make periodic provisions for expected warranty costs. Historically, warranty costs have been insignificant. Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards 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 either the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally 4 or 5 years for options and 3 years for restricted stock units. We recognize stock-based compensation expense related to performance stock units and our employee stock purchase plan using an accelerated attribution method. Acquisition-Related Costs Acquisition-related costs are expensed as incurred and include those costs incurred as a result of a business combination. These costs consist of professional service fees, including third-party legal and valuation-related fees, as well as retention fees and earn-out payments treated as compensation expense. We incurred $4.2 million of acquisition-related costs, which are included in acquisition-related expenses in our consolidated statement of operations for the fiscal year ended November 30, 2015 . Restructuring Charges Our restructuring charges are comprised primarily of costs related to property abandonment, including future lease commitments, net of any sublease income, and associated leasehold improvements; and employee termination costs related to headcount reductions. We recognize and measure restructuring liabilities initially at fair value when the liability is incurred. Income Taxes We provide for deferred income taxes resulting from temporary differences between financial and taxable income. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. We recognize and measure uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step approach. We first determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is that we measure the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes on our consolidated statements of operations. Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet. The guidance in ASU 2015-17 is required for annual reporting periods beginning after December 15, 2016, including interim periods within the reporting period. We early adopted the provisions of this ASU during the fourth quarter of fiscal year 2015 and applied it retrospectively. The adoption of ASU 2015-17 resulted in the reclassification of $9.4 million of current deferred tax assets to noncurrent deferred tax assets and $1.4 million of current deferred tax assets to a reduction in noncurrent deferred tax liabilities as of November 30, 2015. We retrospectively adjusted the November 30, 2014 consolidated balance sheet and related disclosures to reflect the reclassification of $10.1 million of current deferred tax assets, of which $9.8 million was reclassified to noncurrent deferred tax assets as $0.3 million in deferred tax liabilities was eliminated through netting. Adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance in ASU 2015-03 is required for annual reporting periods beginning after December 15, 2015, including interim periods within the reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company is considering early adoption of the new standard and expects the impact on the Company's consolidated balance sheets to be a reclassification of approximately $1.4 million from other assets to long-term debt as of December 1, 2015. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (ASU 2014-12). ASU 2014-12 brings consistency to the accounting for share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. This guidance is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015. Early adoption is permitted. In addition, all entities will have the option of applying the guidance either prospectively (i.e., only to awards granted or modified on or after the effective date of the ASU) or retrospectively. We are currently evaluating the effect that implementation of this update will have on our consolidated financial position and results of operations upon adoption. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. In July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the new effective date for the Company will be December 1, 2018. This update could impact the timing and amounts of revenue recognized. Management is currently assessing the impact the adoption of this ASU will have on the Company’s consolidated financial statements. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 12 Months Ended |
Nov. 30, 2015 | |
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 November 30, 2015 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 186,241 $ — $ — $ 186,241 Money market funds 26,138 — — 26,138 State and municipal bond obligations 20,387 30 — 20,417 U.S. treasury bonds 3,109 — (15 ) 3,094 U.S. government agency bonds 1,645 — (4 ) 1,641 Corporate bonds 3,756 — (8 ) 3,748 Total $ 241,276 $ 30 $ (27 ) $ 241,279 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2014 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 195,189 $ — $ — $ 195,189 Money market funds 67,893 — — 67,893 State and municipal bond obligations 20,100 86 — 20,186 Total $ 283,182 $ 86 $ — $ 283,268 Such amounts are classified on our consolidated balance sheets as follows (in thousands): November 30, 2015 November 30, 2014 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 186,241 $ — $ 195,189 $ — Money market funds 26,138 — 67,893 — State and municipal bond obligations — 20,417 — 20,186 U.S. treasury bonds — 3,094 — — U.S. government agency bonds — 1,641 — — Corporate bonds — 3,748 — — Total $ 212,379 $ 28,900 $ 263,082 $ 20,186 The fair value of debt securities by contractual maturity is as follows (in thousands): November 30, November 30, Due in one year or less $ 15,945 $ 11,140 Due after one year (1) 12,955 9,046 Total $ 28,900 $ 20,186 (1) Includes state and municipal bond obligations, U.S. treasury and government agency bonds, and corporate bonds, which are securities representing investments available for current operations and are classified as current in the consolidated balance sheets. During fiscal years 2014 and 2013, we sold all of our remaining ARS. The previously recorded unrealized losses associated with our ARS were adjusted based on the sale prices and recorded as a realized loss of $2.6 million and $0.4 million during fiscal years 2014 and 2013, respectively, within interest income and other, net in the consolidated statement of operations. We did not hold any investments with continuous unrealized losses as of November 30, 2015 and November 30, 2014 . |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Nov. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We generally use forward contracts that are not designated as hedging instruments to hedge economically the impact of the variability in exchange rates on intercompany accounts receivable and loans receivable denominated in certain foreign currencies. We generally do not hedge the net assets of our international subsidiaries. All forward contracts are recorded at fair value in other current assets or other accrued liabilities on the consolidated balance sheets at the end of each reporting period and expire from 90 days to one year . In fiscal years 2015, 2014 and 2013, realized and unrealized (losses) gains of $(4.6) million , $(1.5) million , and $1.1 million , respectively, from our forward contracts were recognized in foreign currency loss, net in the consolidated statements of operations. These gains and losses were substantially offset by realized and unrealized losses and gains on the offsetting positions. The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): November 30, 2015 November 30, 2014 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 76,748 $ (4,026 ) $ 21,738 $ (13 ) Forward contracts to purchase U.S. dollars 2,077 5 15,534 (89 ) Total $ 78,825 $ (4,021 ) $ 37,272 $ (102 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Nov. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements The following table details the fair value measurements within the fair value hierarchy of our financial assets at November 30, 2015 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 26,138 $ 26,138 $ — $ — State and municipal bond obligations 20,417 — 20,417 — U.S. treasury bonds 3,094 — 3,094 — U.S. government agency bonds 1,641 — 1,641 — Corporate bonds 3,748 — 3,748 — Liabilities Foreign exchange derivatives $ (4,021 ) $ — $ (4,021 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets at November 30, 2014 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 67,893 $ 67,893 $ — $ — State and municipal bond obligations 20,186 — 20,186 — Foreign exchange derivatives (102 ) — (102 ) — Liabilities Contingent consideration $ (1,717 ) $ — $ — $ (1,717 ) When developing fair value estimates, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices to measure fair value. The valuation technique used to measure fair value for our Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. We have also classified contingent consideration related to the Rollbase, Inc. (Rollbase) and Modulus LLC (Modulus) acquisitions, which occurred in the second quarter of fiscal years 2013 and 2014, respectively, within Level 3 of the fair value hierarchy because the fair values are derived using significant unobservable inputs, which include discount rates and probability-weighted cash flows. We determined the fair value of our contingent consideration obligations based on a probability-weighted income approach derived from probability assessments of the attainment of certain milestones. We establish discount rates to be utilized in our valuation models based on the cost to borrow that would be required by a market participant for similar instruments. In determining the probability of attaining certain milestones, we utilize data regarding similar milestone events from our own experience. On a quarterly basis, we reassess the probability factors associated with the milestones for our contingent consideration obligations. Significant judgment is employed in determining the appropriateness of these key assumptions as of the acquisition date and for each subsequent period. The key assumption as of November 30, 2015 related to the contingent consideration for the acquisition of Modulus used in the model is a probability of 0% that the year two milestone associated with the contingent consideration will be achieved. As such, we reduced the balance of the liability to $0 during fiscal year 2015. The year one milestone was not achieved as of May 31, 2015, which was the end of the first milestone period, and as a result, the liability was also reduced to $0 during the fiscal year ended November 30, 2015 . In regard to the contingent consideration related to the acquisition of Rollbase, the contingency was relieved as of May 31, 2015 as the milestones associated with the contingent consideration were achieved as of this date. As such, the amount of the payment related to the contingent consideration was known as of May 31, 2015 and was based on actual results. We transferred the contingent earn out liability to a Level 2 fair value measurement as the value as of May 31, 2015 was based on observable inputs. The payment was made in June 2015 in the amount of $0.2 million ; as such, there is no longer a liability related to the Rollbase contingent consideration as of November 30, 2015 . The following table reflects the activity for our contingent consideration obligations measured at fair value using Level 3 inputs for each year presented (in thousands): November 30, November 30, Balance, beginning of year $ 1,717 $ 388 Acquisition date fair value of contingent consideration — 1,450 Payments of contingent consideration (209 ) (210 ) Changes in fair value of contingent consideration obligation (1,508 ) 89 Balance, end of year $ — $ 1,717 Nonrecurring Fair Value Measurements During fiscal year 2015, certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). During the second quarter of fiscal year 2015, based on the fair value measurement, we recorded a $4.0 million asset impairment charge related to our cloud-based mobile application development technology as a result of our decision to replace our existing cloud-based mobile application development technology with technology acquired in connection with the acquisition of Telerik AD (Note 14). During the fourth quarter of fiscal year 2015, based on the fair value measurement, we recorded a $1.0 million asset impairment charge related to the abandonment of certain assets (Note 14). The following table presents nonrecurring fair value measurements as of November 30, 2015 (in thousands): Total Fair Value Total Losses Long-lived assets $ 60 $ 4,962 The fair value measurements were determined using an income-based valuation methodology, which incorporates unobservable inputs, including discounted expected cash flows over the remaining estimated useful life of the technology, thereby classifying the fair value as a Level 3 measurement within the fair value hierarchy. The expected cash flows include subscription fees to be collected from existing customers using the platform, offset by hosting fees and compensation related costs to be incurred over the remaining estimated useful lives. We did not have any nonrecurring fair value measurements as of November 30, 2014. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Nov. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following (in thousands): November 30, 2015 November 30, 2014 Computer equipment and software $ 46,183 $ 50,073 Land, buildings and leasehold improvements 53,590 52,668 Furniture and fixtures 6,889 6,827 Capitalized software development costs 2,955 4,983 Property and equipment, gross 109,617 114,551 Less accumulated depreciation and amortization (55,391 ) (55,200 ) Property and equipment, net $ 54,226 $ 59,351 Depreciation and amortization expense related to property and equipment was $9.4 million , $9.8 million , and $10.3 million for the years ended November 30, 2015, 2014, and 2013, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Nov. 30, 2015 | |
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): November 30, 2015 November 30, 2014 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 117,151 $ (54,963 ) $ 62,188 $ 53,789 $ (39,575 ) $ 14,214 Customer-related 67,602 (25,493 ) 42,109 20,554 (15,195 ) 5,359 Trademarks and trade names 15,330 (5,514 ) 9,816 4,130 (3,125 ) 1,005 Total $ 200,083 $ (85,970 ) $ 114,113 $ 78,473 $ (57,895 ) $ 20,578 We amortize intangible assets assuming no expected residual value. Amortization expense related to these intangible assets was $29.6 million , $3.7 million and $2.1 million in fiscal years 2015 , 2014 and 2013 , respectively. Future amortization expense for intangible assets as of November 30, 2015 is as follows (in thousands): 2016 $ 28,499 2017 28,499 2018 27,686 2019 26,561 2020 1,786 Thereafter 1,082 Total $ 114,113 Goodwill Changes in the carrying amount of goodwill for fiscal years 2015 and 2014 are as follows (in thousands): November 30, 2015 November 30, 2014 Balance, beginning of year $ 232,836 $ 224,286 Additions 137,472 8,690 Translation adjustments (323 ) (140 ) Balance, end of year $ 369,985 $ 232,836 The addition to goodwill during fiscal year 2015 is related to the acquisition of Telerik AD. The additions to goodwill during fiscal year 2014 are related to the acquisitions of Modulus and BravePoint. See Note 8 for disclosures on these acquisitions. The changes in the Company's goodwill balances by reportable segment since the prior year are as follows (in thousands): November 30, 2014 Additions Translation Adjustments November 30, 2015 OpenEdge $ 212,303 $ — $ (323 ) $ 211,980 Data Connectivity and Integration 19,040 — — 19,040 Application Development and Deployment 1,493 137,472 — 138,965 Total goodwill $ 232,836 $ 137,472 $ (323 ) $ 369,985 We assess the impairment of goodwill on an annual basis and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. During fiscal year 2015, we tested goodwill for impairment for each of our reporting units as of October 31, 2015. Our OpenEdge and Data Connectivity and Integration reporting units had fair values which significantly exceeded their carrying values as of the annual impairment date. Our Application Development and Deployment reporting unit (which includes the recently acquired Telerik) had a fair value in excess of carrying value by approximately 16% as of the annual impairment date. We recorded no goodwill impairment losses in fiscal years 2015 , 2014 or 2013 . |
Divestitures
Divestitures | 12 Months Ended |
Nov. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures | Divestitures During fiscal year 2013, we divested the following product lines, which were not considered core product lines of our business: Actional, Apama, Artix, DataXtend, ObjectStore, Orbacus, Orbix, Savvion, and Sonic. Revenues and direct expenses of the divested product lines have been reclassified as discontinued operations for fiscal year 2013. Apama In the third quarter of fiscal year 2013, we divested our Apama product line to Software AG for a purchase price of $44.3 million . Of the total consideration, $4.5 million was held in escrow to secure indemnification claims, if any, for up to 18 months . The escrow was released to us in January 2015. In connection with the sale, we also entered into a three year distributor license agreement with Software AG for $0.7 million for one of our DataDirect products. The distributor license agreement does not constitute direct cash flows or significant continuing involvement of the Apama product line, and thus does not preclude us from discontinued operations treatment. Revenues and direct expenses of the Apama product line have been reclassified as discontinued operations for fiscal year 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands): Fiscal Year Ended November 30, 2013 Revenue $ 10,550 Loss before income taxes (12,482 ) Income tax benefit (3,152 ) Gain on sale, net of tax 22,070 Income from discontinued operations, net $ 12,740 The gain on the sale of the Apama product line was calculated as follows (in thousands): Purchase price $ 44,268 Less: transaction costs 2,029 Less: net assets Accounts receivable 2,426 Other current assets 428 Goodwill and intangible assets 6,991 Other long-term assets 426 Deferred revenue (3,917 ) Gain on sale 35,885 Tax provision 13,815 Gain on sale, net of tax $ 22,070 Artix, Orbacus and Orbix In the first quarter of fiscal year 2013, we divested our Artix, Orbacus and Orbix product lines to a subsidiary of Micro Focus International plc (Micro Focus) for total consideration of $15.0 million . Revenues and direct expenses of these product lines have been reclassified as discontinued operations for fiscal year 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands): Fiscal Year Ended November 30, 2013 Revenue $ 5,786 Income before income taxes 2,625 Income tax provision (130 ) Gain on sale, net of tax $ 2,009 Income from discontinued operations, net $ 4,764 The gain on sale of the Artix, Orbacus and Orbix product lines was calculated as follows (in thousands): Purchase price $ 15,000 Less: transaction costs 826 Less: indemnification obligation 30 Less: net assets Accounts receivables 2,872 Goodwill and intangible assets 24,325 Other assets 20 Impairment reserve (8,601 ) Deferred revenue (6,481 ) Gain on sale 2,009 Tax provision — Gain on sale, net of tax $ 2,009 In the first quarter of fiscal year 2013, upon the closing of the sale of Artix, Orbacus and Orbix, we amended the definitive purchase and sale agreement with Micro Focus to provide an additional indemnification obligation with respect to a specified vendor. The fair value of the indemnification obligation on the date the sale closed was $1.0 million . During the fourth quarter of fiscal year 2013, the matter was resolved and our actual indemnification obligation was $30,000 . The gain recorded in fiscal year 2013 was the result of differences in our estimation of net assets to be sold at closing as of November 30, 2012 versus the actual value of the net assets sold at closing. Actional, DataXtend, ObjectStore, Savvion and Sonic In the first quarter of fiscal year 2013, we divested our Actional, DataXtend, ObjectStore, Savvion and Sonic product lines to the investment arm of Trilogy Enterprises (Trilogy) for total consideration of $60.5 million . Revenues and direct expenses of these product lines have been reclassified as discontinued operations for fiscal year 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands): Fiscal Year Ended November 30, 2013 Revenue $ (450 ) Loss before income taxes (980 ) Income tax benefit (248 ) Gain on sale, net of tax $ 18,358 Income (loss) from discontinued operations, net $ 17,626 The gain on sale of the Actional, DataXtend, ObjectStore, Savvion and Sonic product lines was calculated as follows (in thousands): Purchase price $ 60,500 Less: transaction costs 1,211 Less: net assets Accounts receivables 12,380 Goodwill and intangible assets 31,693 Other assets 976 Deferred revenue (19,168 ) Other liabilities (299 ) Gain on sale 33,707 Tax provision 15,349 Gain on sale, net of tax $ 18,358 |
Business Combinations
Business Combinations | 12 Months Ended |
Nov. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Telerik Acquisition On December 2, 2014, we completed the acquisition of all of the outstanding securities of Telerik AD (Telerik), a leading provider of application development tools based in Sofia, Bulgaria, for total consideration of $262.5 million . Approximately $10.5 million of the total consideration was paid to Telerik’s founders and certain other key employees in restricted stock units, subject to a vesting schedule and continued employment. Under the Securities Purchase Agreement, 10% of the total consideration was deposited into an escrow account to secure certain indemnification and other obligations of the sellers to Progress. Through this acquisition, we now provide comprehensive cloud and on-premise platform offerings that enable developers to rapidly create applications, driven by data for any web, desktop or mobile platform. We funded the acquisition through a combination of existing cash resources and a $150 million term loan (Note 9). The total consideration, less the fair value of the granted restricted stock units discussed above, which are considered compensation arrangements, has been allocated to Telerik’s tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The excess of the total consideration, less the fair value of the restricted stock units, over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. We recorded measurement period adjustments based on our ongoing valuation and purchase price allocation procedures, which were completed during the fourth quarter of fiscal year 2015. The following table discloses the net assets acquired in the business combination (in thousands): Initial Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Weighted Average Life Net working capital $ 7,909 $ 313 $ 8,222 Property, plant and equipment 3,108 (30 ) 3,078 Identifiable intangible assets 123,100 — 123,100 5 years Deferred taxes (10,401 ) 1,129 (9,272 ) Deferred revenue (7,915 ) — (7,915 ) Other non-current liabilities (1,769 ) (963 ) (2,732 ) Goodwill 137,921 (449 ) 137,472 Net assets acquired $ 251,953 $ 251,953 The fair value of the intangible assets has been estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates prepared by management, 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. Based on the valuation, the acquired intangible assets are comprised of purchased technology of approximately $64.8 million , customer-related of approximately $47.1 million , and trademarks and trade names of approximately $11.2 million . Deferred taxes include deferred tax liabilities resulting from the tax effects of fair value adjustments related to identifiable intangible assets and deferred revenue, partially offset by the fair value of deferred tax assets acquired from Telerik. Tangible assets acquired and assumed liabilities were recorded at fair value. The valuation of the assumed deferred revenue was based on our contractual commitment to provide post-contract customer support to Telerik customers and future contractual performance obligations under existing hosting arrangements. The fair value of this assumed liability was based on the estimated cost plus a reasonable margin to fulfill these service obligations. A significant portion of the deferred revenue was recognized during fiscal year 2015. 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 $137.5 million of goodwill, which is not deductible for tax purposes. As discussed above, approximately $10.5 million of the total consideration was paid to Telerik’s founders and certain other key employees in restricted stock units, subject to a vesting schedule and continued employment. We concluded that the restricted stock units are compensation arrangements and stock-based compensation expense is recognized over the service period of the awards. We recorded $3.5 million of stock-based compensation expense related to these restricted stock units during the fiscal year ended November 30, 2015. This amount is recorded as operating expenses in our consolidated statement of operations. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred, but are required to be expensed as incurred. During the fiscal year ended November 30, 2015, we incurred approximately $3.7 million of acquisition-related costs, which are included in acquisition-related expenses in our consolidated statement of operations. In connection with the acquisition of Telerik, we agreed to provide retention bonuses to certain Telerik employees as an incentive for those employees to remain with Telerik for at least 1 year following the acquisition. We concluded that the retention bonuses for these individuals, which total approximately $2.5 million , are compensation arrangements and recognized these costs over the one -year service period. We have incurred $2.2 million of expense related to the retention bonuses during the fiscal year ended November 30, 2015, which are included in the acquisition-related expenses in our consolidated statement of operations discussed above. The entire amount accrued during the period was paid during December 2015. The operations of Telerik are included in our operating results as part of the Application Development and Deployment segment from the date of acquisition. The amount of revenue of Telerik included in our consolidated statement of operations during the fiscal year ended November 30, 2015 was $41.8 million . The revenue of Telerik products and maintenance is primarily recognized ratably over the maintenance period, which is generally one year, as VSOE of fair value cannot be established for such maintenance. The amount of pretax losses of Telerik included in our consolidated statement of operations during the fiscal year ended November 30, 2015 were $54.1 million . The pretax loss includes the amortization expense of approximately $24.6 million related to the acquired intangible assets discussed above. Pro Forma Information (Unaudited) The following pro forma financial information presents the combined results of operations of Progress and Telerik as if the acquisition had occurred on December 1, 2013 after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the Telerik acquisition and factually supportable. These pro forma adjustments include (i) a decrease in revenue from Telerik due to the beginning balance of deferred revenue being adjusted to reflect the fair value of the acquired balance, (ii) a net increase in amortization expense to eliminate historical amortization of Telerik intangible assets and to record amortization expense for the $123.1 million of acquired identifiable intangible assets, (iii) stock-based compensation expense relating to the consideration paid to Telerik’s founders and certain other key employees in restricted stock units, as discussed above, (iv) a net increase in interest expense to eliminate historical interest expense of Telerik as a result of the repayment of all Telerik outstanding debt in connection with the acquisition and to record interest expense for the period presented as a result of the new credit facility entered into by Progress in connection with the acquisition, (v) acquisition-related costs, including transaction costs incurred by Progress related to the accrual of retention bonuses discussed above, and (vi) the income tax effect of the adjustments made at either the statutory tax rate of Bulgaria ( 10% ) or the statutory tax rate of the U.S. (approximately 37% ) depending on which jurisdiction the adjustment impacts. The pro forma financial information does not reflect any adjustments for anticipated synergies 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, 2013. (In thousands, except per share data) Pro Forma Revenue $ 367,811 Net loss $ (30,007 ) Net loss per basic and diluted share $ (0.59 ) BravePoint Acquisition On October 1, 2014, we acquired 100% of the capital stock of BravePoint, Inc. (BravePoint) from Chesapeake Utilities Corporation in exchange for $12.0 million in cash. BravePoint is based in Norcross, Georgia and is a leading provider of consulting, training and application development services designed to increase customers' profitability and competitiveness through the use of technology. This acquisition significantly extends our services capabilities and enhances our ability to quickly enable our partners and customers to take greater advantage of new technologies. The acquisition was accounted for as a business combination, and accordingly, the results of operations of BravePoint are included in our operating results as part of the OpenEdge segment from the date of acquisition. We paid the purchase price in cash from available funds. The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ 2,902 Property and equipment 735 Other assets 16 Deferred revenue (680 ) Customer-related 4,110 7 Years Trade name 850 7 Years Purchased technology 1,810 3 Years Goodwill 2,257 Net assets acquired $ 12,000 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 $2.3 million of goodwill. The goodwill is deductible for tax purposes. The allocation of the purchase price was completed in the fourth quarter of fiscal year 2014 upon the finalization of our valuation of identifiable intangible assets. We incurred approximately $1.2 million and $0.2 million of acquisition-related costs during fiscal years 2015 and 2014, respectively, which are included in acquisition-related expenses in our consolidated statement of operations. We have not disclosed the amount of revenues and earnings of BravePoint since acquisition, nor pro forma financial information, as those amounts are not significant to our consolidated financial statements. Modulus Acquisition On May 13, 2014, we acquired 100% of the membership interests in Modulus LLC (Modulus), a privately held platform-as-a-service (PaaS) provider based in Cincinnati, Ohio, for $15.0 million . The purchase consideration consisted of $12.5 million in cash paid and $2.5 million of contingent consideration, payable over a two year period, if earned. The fair value of the contingent consideration was estimated to be $1.5 million at the date of acquisition; as such, the fair value of the purchase consideration allocated to the assets acquired totaled $14.0 million . Modulus provides a PaaS for easily hosting, deploying, scaling and monitoring data-intensive, real-time applications using powerful, rapidly growing Node.js and MongoDB technologies. The purpose of the acquisition is to capitalize on the expected market growth of the core technologies that Modulus supports and drive new revenue through our PaaS platform. The acquisition was accounted for as a business combination, and accordingly, the results of operations of Modulus are included in our operating results as part of our Application Development and Deployment segment from the date of acquisition. We paid the purchase price in cash from available funds. The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ 7 Purchased technology 7,320 7 Years Customer-related 190 7 Years Goodwill 6,433 Net assets acquired $ 13,950 The purchase consideration includes contingent earn-out provisions payable by the Company based on the achievement of certain milestones. We determined the fair value of the contingent consideration obligations by calculating the probability-weighted earn-out payments based on the assessment of the likelihood that the milestones will be achieved. The probability-weighted earn-out payments were then discounted using a discount rate based on an internal rate of return analysis using the probability-weighted cash flows. The key assumptions as of the acquisition date related to the contingent consideration are probabilities in excess of 75% that the milestones associated with the contingent consideration will be achieved and a discount rate of 33.0% . The year one milestone was not achieved as of May 31, 2015, which was the end of the first milestone period, and we do not expect the year two milestone to be achieved by the end of the second milestone period on May 31, 2016 (Note 4). 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 $6.4 million of goodwill. The goodwill is deductible for tax purposes. The allocation of the purchase price was completed in the third quarter of fiscal year 2014 upon the finalization of our valuation of identifiable intangible assets. We recorded gains of approximately $1.5 million during fiscal year 2015 due to the change in fair value of the contingent consideration obligation, which is included in acquisition-related expenses in our consolidated statement of operations. We incurred approximately $0.3 million of acquisition-related costs during fiscal year 2014, which are included in acquisition-related expenses in our consolidated statement of operations. We have not disclosed the amount of revenues and earnings of Modulus since acquisition, nor pro forma financial information, as those amounts are not significant to our condensed consolidated financial statements. Rollbase Acquisition On May 24, 2013, we acquired 100% of the equity interests in Rollbase, Inc. (Rollbase), a privately held software vendor based in Saratoga, California, for $9.9 million . The purchase consideration consisted of $9.5 million in cash paid and $0.4 million of contingent consideration, which we paid out over a two year period. The fair value of the contingent consideration was estimated to be $0.4 million at the date of acquisition. Rollbase provides application development software technology that allows the rapid design, development and deployment of on-demand business applications. The acquisition was accounted for as a business combination, and accordingly, the results of operations of Rollbase are included in our operating results from the date of acquisition. We paid the purchase price in cash from available funds. The allocation of the purchase price is as follows (in thousands): Total Life Cash $ 50 Acquired intangible assets 7,960 1 to 5 years Goodwill 4,798 Deferred taxes (2,921 ) Accounts payable and other liabilities (8 ) Net assets acquired $ 9,879 The stock purchase agreement included contingent earn-out provisions requiring the Company to make payments to former Rollbase owners employed by the Company. We have concluded that the earn-out provisions for the individuals employed by the Company, which total approximately $5.4 million , are compensation arrangements and we have been accruing the maximum payouts ratably over the two year performance period. During the second and third quarters of fiscal year 2014, we paid the former Rollbase owners the contingent consideration related to milestones reached as of the one year anniversary of the acquisition closing date in the amount of $2.7 million . During the third quarter of fiscal year 2015, we paid the former Rollbase owners the contingent consideration related to milestones reached as of the two year anniversary of the acquisition closing date in the amount of $2.7 million . We have incurred $0.7 million , $2.8 million , and $1.9 million of expense related to the contingent earn-out provisions for the fiscal years ended November 30, 2015 , November 30, 2014, and November 30, 2013, respectively. These amounts are recorded as acquisition-related expenses in our consolidated statement of operations. 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 $4.8 million of goodwill, which is not deductible for tax purposes. The allocation of the purchase price was completed in the third quarter of fiscal year 2013 upon the finalization of our valuation of identifiable intangible assets and acquired deferred tax liabilities. The weighted average amortization period for the acquired intangible assets, which is comprised of purchased technology and customer relationships, is 5 and 1 years, respectively. We have not disclosed the amount of revenues and earnings of Rollbase since acquisition, nor pro forma financial information, as those amounts are not significant to our consolidated financial statements. |
Term Loan and Line of Credit
Term Loan and Line of Credit | 12 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Term Loan and Line of Credit | Term Loan and Line of Credit On December 2, 2014, we entered into a credit agreement (the Credit Agreement) with each of the lenders party thereto (the Lenders), JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and Citizens Bank, N.A., as Syndication Agents, Bank of America, N.A., Citibank, N.A. and Silicon Valley Bank, as Documentation Agents, and J.P. Morgan Securities LLC, as Sole Bookrunner and Sole Lead Arranger, providing for a $150 million secured term loan and a $150 million secured revolving credit facility, which may be made available in U.S. Dollars and certain other currencies. The revolving credit facility may be increased by up to an additional $75 million if the existing or additional lenders are willing to make such increased commitments. This Credit Agreement replaces our previous unsecured revolving credit facility dated August 15, 2011. The previous credit facility was to mature on August 15, 2016. Loans under the previous credit agreement could be paid before maturity in whole or in part at our option without penalty or premium. There were no revolving loans and $0.7 million of letters of credit outstanding at the time of the termination of the previous credit agreement, which letters of credit were incorporated into the new credit facility. We borrowed the $150 million term loan included in the Credit Agreement, which was used to partially fund our acquisition of Telerik, as described in Note 8. The revolving credit facility has sublimits for swing line loans up to $25.0 million and for the issuance of standby letters of credit in a face amount up to $25.0 million . We expect to use the revolving credit facility for general corporate purposes, including potential acquisitions of other businesses, and may also use it for working capital. Interest rates for the term loan and revolving credit facility are determined based on an index selected at our option and would range from 1.50% to 2.25% above the Eurodollar rate for Eurodollar-based borrowings or would range from 0.50% to 1.25% above the defined base rate for base rate borrowings, in each case based upon our leverage ratio. Additionally, we may borrow certain foreign currencies at rates set in the same range above the respective London interbank offered interest rates (LIBOR) for those currencies, based on our leverage ratio. A quarterly commitment fee on the undrawn portion of the revolving credit facility is required, ranging from 0.25% to 0.40% per annum, based upon our leverage ratio. The average interest rate of the credit facility during the fiscal year ended November 30, 2015 was 1.96% and the interest rate at November 30, 2015 was 2.0% . The credit facility matures on December 2, 2019, when all amounts outstanding will be due and payable in full. The revolving credit facility does not require amortization of principal. The outstanding balance of the $150 million term loan as of November 30, 2015 was $144.4 million , with $9.4 million due in the next 12 months. The term loan requires repayment of principal at the end of each fiscal quarter, beginning with the fiscal quarter ended February 28, 2015. The first eight payments are in the principal amount of $1.9 million each, the following eight payments are in the principal amount of $3.8 million each, the following three payments are in the principal amount of $5.6 million each, and the last payment is of the remaining principal amount. Any amounts outstanding under the term loan thereafter would be due on the maturity date. The term loan may be prepaid before maturity in whole or in part at our option without penalty or premium. As of November 30, 2015, the carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. Costs incurred to obtain our long-term debt are recorded as debt issuance costs within other assets in our consolidated balance sheet as of November 30, 2015 and are amortized over the term of the debt agreement using the effective interest rate method. During fiscal year 2015, we recorded $1.8 million of debt issuance costs. Amortization expense related to debt issuance costs of $0.4 million , $0.1 million , and a minimal amount for the fiscal years ended November 30, 2015, 2014, and 2013, respectively, is recorded within interest expense in our consolidated statements of operations. Revolving loans may be borrowed, repaid and reborrowed until December 2, 2019, at which time all amounts outstanding must be repaid. Accrued interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of each interest rate period (or at each three month interval in the case of loans with interest periods greater than three months) with respect to LIBOR rate loans. We may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and reimbursement of certain costs in the case of LIBOR rate loans. As of November 30, 2015, there were no amounts outstanding under the revolving line and $0.5 million of letters of credit. We are the sole borrower under the credit facility. Our obligations under the Credit Agreement are guaranteed by each of our material domestic subsidiaries and are secured by substantially all of our assets and such material domestic subsidiaries, as well as 100% of the capital stock of our domestic subsidiaries and 65% of the capital stock of our first-tier foreign subsidiaries, in each case, subject to certain exceptions as described in the Credit Agreement. Future material domestic subsidiaries will be required to guaranty our obligations under the Credit Agreement, and to grant security interests in substantially all of their assets to secure such obligations. The Credit Agreement generally prohibits, with certain exceptions, any other liens on our assets, subject to certain exceptions as described in the Credit Agreement. The credit facility contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, grant liens, make investments, make acquisitions, incur indebtedness, merge or consolidate, dispose of assets, pay dividends or make distributions, repurchase stock, change the nature of the business, enter into certain transactions with affiliates and enter into burdensome agreements, in each case subject to customary exceptions for a credit facility of this size and type. We are also required to maintain compliance with a consolidated fixed charge coverage ratio, a consolidated total leverage ratio and a consolidated senior secured leverage ratio. As of November 30, 2015, aggregate principal payments of long-term debt for the next five years and thereafter are (in thousands): 2016 $ 9,375 2017 15,000 2018 15,000 2019 105,000 Total $ 144,375 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Nov. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leasing Arrangements We lease certain facilities and equipment under non-cancelable operating lease arrangements. Future minimum rental payments under these leases are as follows at November 30, 2015 (in thousands): 2016 $ 7,060 2017 6,299 2018 4,419 2019 4,737 2020 2,836 Thereafter 892 Total $ 26,243 Our operating lease arrangements are subject to customary renewal and base rental fee escalation clauses. Total rent expense, net of sublease income which is insignificant, under operating lease arrangements was approximately $8.6 million , $6.5 million and $6.5 million in fiscal years 2015 , 2014 and 2013 , respectively. Guarantees and Indemnification Obligations We include standard intellectual property indemnification provisions in our licensing agreements in the ordinary course of business. Pursuant to our product license agreements, we will indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally business partners or customers, in connection with certain patent, copyright or other intellectual property infringement claims by third parties with respect to our products. Other agreements with our customers provide indemnification for claims relating to property damage or personal injury resulting from the performance of services by us or our subcontractors. Historically, our costs to defend lawsuits or settle claims relating to such indemnity agreements have been insignificant. Accordingly, the estimated fair value of these indemnification provisions is immaterial. Legal Proceedings We are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material effect on our financial position, results of operations or cash flows. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Nov. 30, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Stock Our Board of Directors is authorized to establish one or more series of preferred stock and to fix and determine the number and conditions of preferred shares, including dividend rates, redemption and/or conversion provisions, if any, preferences and voting rights. As of November 30, 2015 , there was no preferred stock issued or outstanding. Common Stock We have 200,000,000 shares of authorized common stock, $0.01 par value per share, of which 50,579,539 were issued and outstanding at November 30, 2015 . There were 74,900 deferred stock units (DSUs) outstanding at November 30, 2015. Each DSU represents one share of our common stock and all DSU grants have been made to non-employee members of our Board of Directors. The DSUs granted prior to fiscal year 2011 were fully vested on the date of grant and do not have voting rights and can only be converted into common stock when the recipient ceases being a member of the Board of Directors. There were 21,700 DSUs granted in fiscal year 2011, all of which were vested as of November 30, 2015 . Common Stock Repurchases During fiscal year 2012, our Board of Directors authorized a $350.0 million return of capital to shareholders in the form of a share repurchase through fiscal year 2013. In July 2013, the Board increased the authorization by $10.0 million to $360.0 million . In fiscal year 2013, we repurchased and retired 11,579,000 shares of our common stock for $269.5 million . In January 2014, our Board of Directors authorized a $100.0 million share repurchase program. In fiscal year 2014, we repurchased and retired 2.3 million shares of our common stock for $52.6 million . In fiscal year 2015, under the same authorization, we repurchased and retired 1.3 million shares for $32.9 million , leaving $14.5 million remaining under the authorization. In September 2015, our Board of Directors authorized a new $100.0 million share repurchase program, which increased the total authorization to $114.5 million . The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand or discontinue the repurchase program at any time. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Nov. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We currently have one shareholder-approved stock plan from which we can issue stock-based awards, which was approved by our shareholders in fiscal year 2008 (2008 Plan). The 2008 Plan replaced the 1992 Incentive and Nonqualified Stock Option Plan, the 1994 Stock Incentive Plan and the 1997 Stock Incentive Plan (collectively, the “Previous Plans”). The Previous Plans solely exist to satisfy outstanding options previously granted under those plans. The 2008 Plan permits the granting of stock awards to officers, members of the Board of Directors, employees and consultants. Awards under the 2008 Plan may include nonqualified stock options, incentive stock options, grants of conditioned or restricted stock, unrestricted grants of stock, grants of stock contingent upon the attainment of performance goals, deferred stock units and stock appreciation rights. A total of 54,510,000 shares are issuable under these plans, of which 5,678,772 shares were available for grant as of November 30, 2015 . We have adopted two stock plans for which the approval of shareholders was not required: the 2002 Nonqualified Stock Plan (2002 Plan) and the 2004 Inducement Stock Plan (2004 Plan). The 2002 Plan permits the granting of stock awards to non-executive officer employees and consultants. Executive officers and members of the Board of Directors are not eligible for awards under the 2002 Plan. Awards under the 2002 Plan may include nonqualified stock options, grants of conditioned or restricted stock, unrestricted grants of stock, grants of stock contingent upon the attainment of performance goals and stock appreciation rights. A total of 9,750,000 shares are issuable under the 2002 Plan, of which 857,973 shares were available for grant as of November 30, 2015 . The 2004 Plan is reserved for persons to whom we may issue securities as an inducement to become employed by us pursuant to the rules and regulations of the NASDAQ Stock Market. Awards under the 2004 Plan may include nonqualified stock options, grants of conditioned or restricted stock, unrestricted grants of stock, grants of stock contingent upon the attainment of performance goals and stock appreciation rights. A total of 1,500,000 shares are issuable under the 2004 Plan, of which 583,021 shares were available for grant as of November 30, 2015 . Under all of our plans, the options granted prior to fiscal year 2005 generally vest over five years and have terms of ten years. The options granted from fiscal year 2005 through fiscal year 2010 generally vest over five years and have terms of seven years. The options granted from fiscal year 2011 through fiscal year 2012 generally vest over four years and have a term of seven years, and the options granted since fiscal year 2013 generally vest within one year of the grant. A summary of stock option activity under all the plans is as follows: Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (in thousands) Exercise Price (in years) (in thousands) Options outstanding, December 1, 2014 1,215 $ 21.19 Granted 6 25.76 Exercised (449 ) 18.64 Canceled (38 ) 29.54 Options outstanding, November 30, 2015 734 $ 22.35 1.87 $ 2,288 Exercisable, November 30, 2015 728 $ 22.31 1.84 $ 2,288 Vested or expected to vest, November 30, 2015 734 $ 22.35 1.87 $ 2,288 (1) The aggregate intrinsic value was calculated based on the difference between the closing price of our stock on November 30, 2015 of $23.99 and the exercise prices for all in-the-money options outstanding. A summary of restricted stock units activity is as follows (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value Restricted stock units outstanding, December 1, 2014 1,489 $ 22.24 Granted 1,692 25.39 Issued (714 ) 26.08 Canceled (724 ) 22.87 Restricted stock units outstanding, November 30, 2015 1,743 $ 24.42 Each restricted stock unit represents one share of common stock. The restricted stock units generally vest semi-annually over a three year period. Performance-based restricted stock units are subject to performance criteria aligned with our business plan and are earned only to the extent the performance criteria are achieved, with any awards earned being subject to subsequent time-based vesting similar to that discussed above. The fair value of outright stock awards, restricted stock units and DSUs is equal to the closing price of our common stock on the date of grant. In addition, during fiscal years 2014 and 2015, we granted performance-based restricted stock units that include a three -year market condition under a Long-Term Incentive Plan (“LTIP”) where the performance measurement period is three years. Vesting of the LTIP awards is based on our level of attainment of specified total shareholder return (TSR) targets relative to the percentage appreciation of a specified index of companies for the respective three year periods and is also subject to the continued employment of the grantees. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model. The weighted average assumptions used in the Monte Carlo Simulation valuation model for LTIP awards granted in fiscal year 2015 were an expected volatility of 32.1% , a risk-free interest rate of 0.9% , and an expected life of 2.7 years . The assumptions used for LTIP awards granted in fiscal year 2014 were an expected volatility of 32.5% , a risk-free interest rate of 0.7% , and an expected life of 2.9 years . The 1991 Employee Stock Purchase Plan (ESPP) permits eligible employees to purchase up to an aggregate of 8,650,000 shares of our common stock through accumulated payroll deductions. The ESPP has a 27 month offering period comprised of nine three month purchase periods. The purchase price of the stock is equal to 85% of the lesser of the market value of such shares at the beginning of a 27 month offering period or the end of each three month segment within such offering period. If the market price at any of the nine purchase periods is less than the market price on the first date of the 27 month offering period, subsequent to the purchase, the offering period is canceled and the employee is entered into a new 27 month offering period with the then current market price as the new base price. We issued 226,000 shares, 203,000 shares and 281,000 shares with weighted average purchase prices of $19.58 , $17.84 and $15.28 per share, respectively, in fiscal years 2015 , 2014 and 2013 , respectively. At November 30, 2015 , approximately 501,000 shares were available and reserved for issuance under the ESPP. We estimated the fair value of stock options and ESPP awards granted in fiscal years 2015 , 2014 and 2013 on the measurement dates using the Black-Scholes option valuation model with the following weighted average assumptions: Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Stock options: Expected volatility 28.0 % 28.4 % 31.9 % Risk-free interest rate 1.3 % 1.6 % 0.7 % Expected life (in years) 4.8 4.8 4.8 Expected dividend yield — — — Employee stock purchase plan: Expected volatility 21.1 % 25.1 % 31.8 % Risk-free interest rate 0.5 % 0.3 % 0.2 % Expected life (in years) 1.6 1.6 1.5 Expected dividend yield — — — For each stock option award, the expected life in years is based on historical exercise patterns and post-vesting termination behavior. Expected volatility is based on historical volatility of our stock, and the risk-free interest rate is based on the U.S. Treasury yield curve for the period that is commensurate with the expected life at the time of grant. We currently do not pay cash dividends on our common stock and do not anticipate doing so for the foreseeable future. Accordingly, our expected dividend yield is zero. For each ESPP award, the expected life in years is based on the period of time between the beginning of the offering period and the date of purchase, plus an additional holding period of three months. Expected volatility is based on historical volatility of the our stock, and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at each purchase period. Based on the above assumptions, the weighted average estimated fair value of stock options granted in fiscal years 2015 , 2014 and 2013 was $6.79 , $5.95 and $6.08 per share, respectively. We amortize the estimated fair value of stock options to expense over the vesting period using the straight-line method. The weighted average estimated fair value for shares issued under our ESPP in fiscal years 2015 , 2014 and 2013 was $6.89 , $6.93 and $6.88 per share, respectively. We amortize the estimated fair value of shares issued under the ESPP to expense over the vesting period using a graded vesting model. Total unrecognized stock-based compensation expense, net of expected forfeitures, related to unvested stock options and unvested restricted stock awards amounted to $25.0 million at November 30, 2015 . These costs are expected to be recognized over a weighted average period of 1.7 years. The following additional activity occurred under our plans (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Total intrinsic value of stock options on date exercised $ 3,895 $ 4,078 $ 14,009 Total fair value of deferred stock units on date vested 93 130 127 Total fair value of restricted stock units on date vested 18,621 19,963 16,631 The following table provides the classification of stock-based compensation as reflected in our consolidated statements of operations (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Cost of maintenance and services 617 612 601 Sales and marketing 4,805 4,642 3,599 Product development 5,433 5,289 4,723 General and administrative 13,149 14,330 10,186 Stock-based compensation from continuing operations 24,004 24,873 19,109 Loss from discontinued operations — — 2,290 Total stock-based compensation $ 24,004 $ 24,873 $ 21,399 Income tax benefit included in the provision for income taxes from continuing operations $ 5,225 $ 6,318 $ 5,146 Separation and Divestiture Arrangements During fiscal year 2013, in connection with the divestiture of the Apama product line, we entered into transition agreements with five executives. As part of the agreements, the executives were entitled to accelerated vesting of certain stock-based awards upon the completion of the divestiture. All employees associated with the Apama product line were also entitled to accelerated vesting of certain stock-based awards upon the completion of the divestiture. Due to the accelerated vesting, we recognized additional stock-based compensation of $1.4 million . During fiscal year 2014, we entered into separation agreements with two executives, which entitled them to accelerated vesting of certain stock-based awards. Due to the separation and accelerated vesting, we recognized additional stock-based compensation expense of $1.2 million , of which $0.7 million was recorded as sales and marketing expense and $0.5 million was recorded as general and administrative expense, in the consolidated statement of operations. During fiscal year 2015, we entered into separation agreements with three executives, which entitled them to accelerated vesting of certain stock-based awards. Due to the separation and accelerated vesting, we recognized additional stock-based compensation expense of $0.3 million , of which $0.2 million was recorded as general and administrative expense and $0.1 million was recorded as sales and marketing expense in the consolidated statement of operations. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Nov. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plan | Retirement Plan We maintain a retirement plan covering all U.S. employees under Section 401(k) of the Internal Revenue Code. Company contributions to the plan are at the discretion of the Board of Directors and totaled approximately $2.4 million , $2.1 million and $1.9 million for fiscal years 2015 , 2014 and 2013 , respectively. |
Restructuring
Restructuring | 12 Months Ended |
Nov. 30, 2015 | |
Restructuring Charges [Abstract] | |
Restructuring | Restructuring The following table provides a summary of activity for all of the restructuring actions, which are detailed further below (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2012 $ 603 $ 6,704 $ 7,307 Costs incurred (1) 2,671 10,346 13,017 Cash disbursements (1,933 ) (15,793 ) (17,726 ) Asset impairment (111 ) — (111 ) Translation adjustments and other (46 ) 111 65 Balance, November 30, 2013 $ 1,184 $ 1,368 $ 2,552 Costs incurred 579 1,715 2,294 Cash disbursements (1,316 ) (1,859 ) (3,175 ) Translation adjustments and other (31 ) 3 (28 ) Balance, November 30, 2014 $ 416 $ 1,227 $ 1,643 Costs incurred 5,567 7,422 12,989 Cash disbursements (690 ) (5,653 ) (6,343 ) Asset impairment (4,962 ) — (4,962 ) Translation adjustments and other 81 (47 ) 34 Balance, November 30, 2015 $ 412 $ 2,949 $ 3,361 (1) $1.0 million of the costs incurred during fiscal year 2013 were included in income from discontinued operations, net. 2015 Restructurings During the first quarter of fiscal year 2015, we restructured our operations in connection with the acquisition of Telerik. This restructuring resulted in a reduction in redundant positions primarily within the administrative functions. This restructuring also resulted in the closing of two facilities as well as asset impairment charges for assets no longer deployed as a result of the acquisition. During the second and third quarters of fiscal year 2015, we incurred additional costs with respect to this restructuring, including reduction in redundant positions primarily within the product development function, as well as an impairment charge discussed further below. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation), facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions, and other costs, which include asset impairment charges. During the second quarter of fiscal year 2015, we decided to replace our existing cloud-based mobile application development technology with technology acquired in connection with the acquisition of Telerik. Accordingly, we evaluated the ongoing value of the assets associated with this prior mobile technology and, based on this evaluation, we determined that the long-lived assets with a carrying amount of $4.0 million were no longer recoverable and were impaired and wrote them down to their estimated fair value of $0.1 million . Fair value was based on expected future cash flows using Level 3 inputs under ASC 820. As part of this first quarter restructuring, for the fiscal year ended November 30, 2015, we incurred expenses of $7.5 million . The expenses are recorded as restructuring expenses in the consolidated statements of operations. We do not expect to incur additional material costs with respect to this restructuring. A summary of activity for this restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ — $ — Costs incurred 4,406 3,108 7,514 Cash disbursements (300 ) (2,801 ) (3,101 ) Asset impairment (3,999 ) — (3,999 ) Translation adjustments and other 102 2 104 Balance, November 30, 2015 $ 209 $ 309 $ 518 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through the third quarter of fiscal year 2016. As a result, the total amount of the restructuring reserve of $0.5 million is included in other accrued liabilities on the consolidated balance sheet at November 30, 2015. During the fourth quarter of fiscal year 2015, our management approved, committed to and initiated plans to make strategic changes to our organization to further build on the focus gained from operating under our business segment structure and to enable stronger cross-collaboration among product management, marketing and sales teams and a tighter integration of the product management and product development teams. In connection with the new organizational structure, we no longer have presidents of our three segments, as well as certain other positions within the administrative organization. Our Chief Operating Officer, appointed during fiscal year 2015, assumed responsibility for driving the operations of our three segments. The organizational changes will not result in the closing of any of our facilities. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation), and other costs, which include charges for the abandonment of certain assets. As part of this fourth quarter restructuring, for the fiscal year ended November 30, 2015, we incurred expenses of $4.1 million . The expenses are recorded as restructuring expenses in the consolidated statements of operations. As we continue to operate under the new organization, which is still driven by our three segments, we may incur additional costs with respect to this restructuring, including severance charges and other employee costs. A summary of activity for this restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ — $ — Costs incurred 963 3,108 4,071 Cash disbursements — (483 ) (483 ) Asset impairment (963 ) — (963 ) Translation adjustments and other — (8 ) (8 ) Balance, November 30, 2015 $ — $ 2,617 $ 2,617 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through the fourth quarter of fiscal year 2016. As a result, the total amount of the restructuring reserve of $2.6 million is included in other accrued liabilities on the consolidated balance sheet at November 30, 2015. 2014 Restructuring During the third quarter of fiscal year 2014, our management approved, committed to and initiated plans to make strategic changes to our organization to provide greater focus and agility in the delivery of next generation application development, deployment and integration solutions. Effective September 1, 2014, we began to operate as three distinct business segments: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment, each with dedicated sales, product management and product marketing functions. In connection with the new organizational structure, we eliminated the position of global head of sales, as well as certain other positions within the sales and administrative organizations. As part of the 2014 restructuring, for the twelve months ended November 30, 2015 , we incurred expenses of $1.3 million , which are related to employee costs, including severance, health benefits, and outplacement services, but excluding stock-based compensation, and facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions. The expenses are recorded as restructuring expenses in the consolidated statements of operations. We do not expect to incur additional material costs with respect to the 2014 restructuring. A summary of the fiscal year 2015 activity for the 2014 restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ 1,227 $ 1,227 Costs incurred 130 1,206 1,336 Cash disbursements (76 ) (2,369 ) (2,445 ) Translation adjustments and other — (40 ) (40 ) Balance, November 30, 2015 $ 54 $ 24 $ 78 Cash disbursements for expenses incurred to date under the 2014 restructuring are expected to be made through the first quarter of fiscal year 2016. As a result, the $0.1 million is included in other accrued liabilities on the consolidated balance sheet at November 30, 2015 . A summary of the fiscal year 2014 activity for the 2014 restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2013 $ — $ — $ — Costs incurred — 1,664 1,664 Cash disbursements — (437 ) (437 ) Balance, November 30, 2014 $ — $ 1,227 $ 1,227 2013 and 2012 Restructurings During the third quarter of fiscal year 2013, our management approved, committed to and initiated plans to restructure and improve efficiencies in our operations as a result of the sale of the Apama product line and the divestitures completed during the fourth quarter of fiscal year 2012 and the first quarter of fiscal year 2013. We reduced our global workforce primarily within the administrative and sales organizations. This workforce reduction was conducted across all geographies and also resulted in the closing of certain facilities. In the second quarter of fiscal year 2012, our management approved, committed to and initiated certain operational restructuring initiatives to reduce annual costs, including the simplification of our organizational structure and the consolidation of facilities. In addition, as part of the strategic plan announced during fiscal year 2012, we divested the product lines not considered core to our business. Our restructuring actions included both cost reduction efforts and qualifying costs associated with our divestitures. Restructuring expenses for both restructurings related to employee costs, including severance, health benefits, outplacement services and transition divestiture arrangements (but excluding stock-based compensation), and facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions. Other costs include costs to terminate automobile leases of employees included in the workforce reduction, asset impairment charges for assets no longer deployed as part of cost reduction strategies, costs for unused software licenses as part of the workforce reduction and other costs directly associated with the restructuring actions taken. As part of the 2013 and 2012 restructuring actions, for the twelve months ended November 30, 2015 , we incurred expenses of $0.1 million . The expenses are recorded as restructuring expenses in the consolidated statements of operations. We do not expect to incur additional material costs with respect to the 2013 and 2012 restructuring actions. A summary of the fiscal year 2015 activity for the 2013 and 2012 restructuring actions is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ 416 $ — $ 416 Costs incurred 68 — 68 Cash disbursements (314 ) — (314 ) Translation adjustments and other (21 ) — (21 ) Balance, November 30, 2015 $ 149 $ — $ 149 Cash disbursements for expenses incurred to date under the 2013 and 2012 restructuring actions are expected to be made through fiscal year 2017. The short-term portion of the restructuring reserve of $0.1 million is included in other accrued liabilities and the remaining long-term portion, which is minimal, is included in other noncurrent liabilities on the consolidated balance sheet as of November 30, 2015 . A summary of the fiscal year 2013 and 2014 activity for the 2013 and 2012 restructuring actions is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2012 $ 603 $ 6,429 $ 7,032 Costs incurred 2,671 10,346 13,017 Cash disbursements (1,933 ) (15,518 ) (17,451 ) Asset impairment (111 ) — (111 ) Translation adjustments and other (46 ) 111 65 Balance, November 30, 2013 $ 1,184 $ 1,368 $ 2,552 Costs incurred 579 51 630 Cash disbursements (1,316 ) (1,422 ) (2,738 ) Translation adjustments and other (31 ) 3 (28 ) Balance, November 30, 2014 $ 416 $ — $ 416 |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income from continuing operations before income taxes are as follows (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 U.S. $ 62,813 $ 68,882 $ 54,495 Foreign (50,459 ) 8,922 8,288 Total $ 12,354 $ 77,804 $ 62,783 The provision for income taxes from continuing operations is comprised of the following (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Current: Federal $ 18,418 $ 7,796 $ 7,639 State 1,526 765 1,583 Foreign 3,056 4,751 2,165 Total current 23,000 13,312 11,387 Deferred: Federal 2,199 14,783 9,622 State 60 730 329 Foreign (4,104 ) (479 ) 1,668 Total deferred (1,845 ) 15,034 11,619 Total $ 21,155 $ 28,346 $ 23,006 A reconciliation of the U.S. Federal statutory rate to the effective tax rate from continuing operations is as follows (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Tax at U.S. Federal statutory rate $ 4,324 $ 27,231 $ 21,972 Foreign rate differences 16,945 1,320 932 Effects of foreign operations included in U.S. Federal provision (996 ) (1,821 ) (427 ) State income taxes, net 1,029 1,227 1,357 Research credits (681 ) (80 ) (950 ) Domestic production activities deduction (1,750 ) (1,095 ) (1,323 ) Tax-exempt interest (51 ) (80 ) (129 ) Nondeductible stock-based compensation 1,875 2,152 1,464 Meals and entertainment 321 220 201 Compensation subject to 162(m) 228 350 — Uncertain tax positions and tax settlements (332 ) (123 ) 633 Other 243 (955 ) (724 ) Total $ 21,155 $ 28,346 $ 23,006 The components of deferred tax assets and liabilities are as follows (in thousands): November 30, 2015 November 30, 2014 Deferred tax assets: Accounts receivable $ 628 $ 632 Other assets 761 762 Accrued compensation 3,421 2,666 Accrued liabilities and other 4,945 7,096 Stock-based compensation 4,902 4,558 Deferred revenue 798 — Tax credit and loss carryforwards 29,351 30,769 Gross deferred tax assets 44,806 46,483 Valuation allowance (8,160 ) (9,687 ) Total deferred tax assets 36,646 36,796 Deferred tax liabilities: Goodwill (21,580 ) (19,777 ) Deferred revenue — (672 ) Depreciation and amortization (11,207 ) (4,327 ) Total deferred tax liabilities (32,787 ) (24,776 ) Total $ 3,859 $ 12,020 The valuation allowance primarily applies to net operating loss carryforwards and unutilized tax credits in jurisdictions or under conditions where realization is not more likely than not. The $1.5 million , $3.3 million , and $1.4 million decrease s in the valuation allowance during fiscal years 2015 , 2014, and 2013, respectively, primarily relate to foreign net operating loss carryforwards expiring unutilized. At November 30, 2015 , we have net operating loss carryforwards of $86.5 million expiring on various dates through 2034 and $1.1 million that may be carried forward indefinitely. At November 30, 2015 , we have tax credit carryforwards of approximately $8.4 million expiring on various dates through 2030 and $2.1 million that may be carried forward indefinitely. It is our intention to indefinitely reinvest the earnings of our non-U.S. subsidiaries. We have not provided for U.S. income taxes on the undistributed earnings of non-U.S. subsidiaries, which totaled $18.4 million as of November 30, 2015, as these earnings have been indefinitely reinvested. Any additional taxes that might be payable upon repatriation of our foreign earnings would not be significant. We have filed our tax returns in accordance with the tax laws in each jurisdiction and recognize tax benefits for uncertain tax positions when the position would more likely than not be sustained based on its technical merits and recognize measurement adjustments when needed. As of November 30, 2015, the total amount of unrecognized tax benefits was $4.8 million , of which $2.6 million was recorded in other noncurrent liabilities on the consolidated balance sheet and $2.2 million of deferred tax assets, principally related to U.S and foreign net operating loss carry-forwards, have not been recorded. A reconciliation of the balance of our unrecognized tax benefits is as follows (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Balance, beginning of year $ 1,711 $ 1,022 $ 2,192 Tax positions related to current year 107 849 189 Settlements with tax authorities (39 ) — (1,176 ) Tax positions acquired 4,464 — — Lapses due to expiration of the statute of limitations (1,464 ) (160 ) (183 ) Balance, end of year $ 4,779 $ 1,711 $ 1,022 If recognized, all amounts of unrecognized tax benefits would affect the effective tax rate. We recognize interest and penalties related to uncertain tax positions as a component of our provision for income taxes. In fiscal years 2015, 2014, and 2013 there was a minimal amount of estimated interest and penalties recorded in the provision for income taxes. We have accrued $0.4 million and $0.2 million of estimated interest and penalties at November 30, 2015 and 2014 , respectively. We do not expect any significant changes to the amount of unrecognized tax benefits in the next twelve months. The Internal Revenue Service is currently examining our U.S. Federal income tax return for fiscal year 2013. Our Federal income tax returns have been examined or are closed by statute for all years prior to fiscal year 2012, and we are no longer subject to audit for those periods. Our state income tax returns have been examined or are closed by statute for all years prior to fiscal year 2011, and we are no longer subject to audit for those periods. Tax authorities for certain non-U.S. jurisdictions are also examining returns, none of which are material to our consolidated balance sheets, cash flows or statements of income. With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal year 2010. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 12 Months Ended |
Nov. 30, 2015 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | (Loss) 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 from continuing operations (in thousands, expect per share data): Fiscal Year Ended November 30, November 30, November 30, (Loss) income from continuing operations $ (8,801 ) $ 49,458 $ 39,777 Weighted average shares outstanding 50,391 50,840 54,516 Dilutive impact from common stock equivalents — 626 863 Diluted weighted average shares outstanding 50,391 51,466 55,379 Basic (loss) earnings per share from continuing operations $ (0.17 ) $ 0.97 $ 0.73 Diluted (loss) earnings per share from continuing operations $ (0.17 ) $ 0.96 $ 0.72 We excluded stock awards representing approximately 2,552,000 shares, 355,000 shares, and 744,000 shares of common stock from the calculation of diluted earnings per share in the fiscal years ended November 30, 2015 , 2014 and 2013 , respectively, because these awards were anti-dilutive. |
Business Segments and Internati
Business Segments and International Operations | 12 Months Ended |
Nov. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segments and International Operations | Business Segments and International Operations Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. Our chief operating decision maker is the combination of our Chief Executive Officer and Chief Operating Officer. The changes made to our organization during the fourth quarter of fiscal year 2015, as discussed in Note 14, did not change our determination of the three reportable segments as our organizational structure maintains the focus of the three business segments and was updated for the purpose of enhancing cross-collaboration between our functions in order to accelerate growth. We do not manage our assets or capital expenditures by segment or assign other income (expense) and income taxes to segments. We manage and report such items on a consolidated company basis. The following table provides revenue and contribution margin from our reportable segments and reconciles to the consolidated income from continuing operations before income taxes: Fiscal Year Ended (In thousands) November 30, 2015 November 30, 2014 November 30, 2013 Segment revenue: OpenEdge $ 295,934 $ 296,721 $ 293,508 Data Connectivity and Integration 37,926 34,772 40,089 Application Development and Deployment 43,694 1,040 399 Total revenue 377,554 332,533 333,996 Segment costs of revenue and operating expenses: OpenEdge 77,085 70,811 83,675 Data Connectivity and Integration 13,819 12,308 12,397 Application Development and Deployment 39,386 9,354 1,612 Total costs of revenue and operating expenses 130,290 92,473 97,684 Segment contribution margin: OpenEdge 218,849 225,910 209,833 Data Connectivity and Integration 24,107 22,464 27,692 Application Development and Deployment 4,308 (8,314 ) (1,213 ) Total contribution margin 247,264 240,060 236,312 Other unallocated expenses (1) 232,510 159,320 172,572 Income from operations $ 14,754 $ 80,740 $ 63,740 Other expense, net $ (2,400 ) $ (2,936 ) $ (957 ) Income from continuing operations before income taxes $ 12,354 $ 77,804 $ 62,783 (1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses. Our revenues are derived from licensing our products, and from related services, which consist of maintenance, hosting services, and consulting and education. Information relating to revenue from external customers by revenue type is as follows (in thousands): Fiscal Year Ended November 30, November 30, November 30, Software licenses $ 130,250 $ 117,801 $ 122,312 Maintenance 217,718 202,496 202,857 Professional services 29,586 12,236 8,827 Total $ 377,554 $ 332,533 $ 333,996 In the following table, revenue attributed to the United States includes sales to customers in the U.S. and sales to certain multinational organizations. Revenue from Canada, Europe, the Middle East and Africa (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): Fiscal Year Ended November 30, November 30, November 30, United States $ 193,665 $ 137,105 $ 140,020 Canada 13,901 13,611 14,259 EMEA 124,171 131,335 133,600 Latin America 17,594 24,917 25,370 Asia Pacific 28,223 25,565 20,747 Total $ 377,554 $ 332,533 $ 333,996 No country outside of the U.S. accounted for more than 10% of our consolidated revenue in any year presented. Long-lived assets totaled $50.3 million , $56.9 million and $53.6 million in the U.S. and $3.9 million , $2.5 million and $3.4 million outside of the U.S. at the end of fiscal years 2015 , 2014 and 2013 , respectively. No individual country outside of the U.S. accounted for more than 10% of our consolidated long-lived assets. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Nov. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal year 2015: Revenue $ 81,381 $ 88,817 $ 94,637 $ 112,719 Gross profit 63,753 73,071 79,505 97,483 (Loss) income from operations (11,186 ) (2,735 ) 8,594 20,081 Net (loss) income (971 ) 5,769 (4,126 ) (9,473 ) Basic (loss) earnings per share (0.02 ) 0.11 (0.08 ) (0.19 ) Diluted (loss) earnings per share (0.02 ) 0.11 (0.08 ) (0.19 ) Fiscal year 2014: Revenue $ 74,538 $ 80,827 $ 79,274 $ 97,894 Gross profit 66,657 73,449 71,413 86,755 Income from operations 14,002 20,280 19,431 27,027 Net income 11,100 12,799 11,095 14,464 Basic earnings per share 0.22 0.25 0.22 0.29 Diluted earnings per share 0.21 0.25 0.22 0.28 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Nov. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During fiscal year 2015, we entered into two license agreements with Emdeon Inc. (Emdeon) to provide Emdeon access to certain of our software. Philip M. Pead, our President and Chief Executive Officer, is a member of Emdeon’s board of directors. We deployed the software and recorded revenue of $0.4 million . We also recorded $0.2 million of deferred license and maintenance revenue related to the arrangements as of November 30, 2015, which will be recorded as revenue on a straight-line basis over the respective maintenance periods of each license agreement. As Emdeon paid us the total amounts upon deployment, there is no outstanding accounts receivable balance as of November 30, 2015. During fiscal year 2015, we also entered into two license agreements with a customer on whose board of directors one of our directors also serves. We delivered the software during the year and recorded revenue of $0.7 million . We also recorded a minimal amount of deferred maintenance revenue related to one of the arrangements, which will be recorded as revenue on a straight-line basis over the remaining maintenance period. There is an outstanding accounts receivable balance of $0.4 million as of November 30, 2015. |
Nature of Business and Summar29
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Principles | Accounting Principles We prepare our consolidated financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (GAAP). |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include our accounts and those of our subsidiaries (all of which are wholly-owned). We eliminate all intercompany balances and transactions. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an on-going basis, management evaluates its estimates and records changes in estimates in the period in which they become known. These estimates are based on historical data and experience, as well as various other assumptions that management believes to be reasonable under the circumstances. The most significant estimates relate to the timing and amounts of revenue recognition, the realization of tax assets and estimates of tax liabilities, fair values of investments in marketable securities, intangible assets and goodwill valuations, the recognition and disclosure of contingent liabilities, the collectability of accounts receivable, and assumptions used to determine the fair value of stock-based compensation. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of most of our foreign subsidiaries is the local currency in which the subsidiary operates. For foreign operations where the local currency is considered to be the functional currency, we translate assets and liabilities into U.S. dollars at the exchange rate on the balance sheet date. We translate income and expense items at average rates of exchange prevailing during each period. We accumulate translation adjustments in accumulated other comprehensive loss, a component of shareholders’ equity. For foreign operations where the U.S. dollar is considered to be the functional currency, we remeasure monetary assets and liabilities into U.S. dollars at the exchange rate on the balance sheet date and non-monetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. We translate income and expense items at average rates of exchange prevailing during each period. We recognize remeasurement adjustments currently as a component of foreign currency loss, net in the statements of operations. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in foreign currency loss, net in the statements of operations as incurred. |
Cash Equivalents and Investments | Cash Equivalents and Investments Cash equivalents include short-term, highly liquid investments purchased with remaining maturities of three months or less. As of November 30, 2015, all of our cash equivalents were invested in money market funds. We classify investments, state and municipal bond obligations, U.S. treasury and government agency bonds, and corporate bonds and notes, as investments available-for-sale, which are stated at fair value. Prior period investments also included auction rate securities (ARS). We include aggregate unrealized holding gains and losses, net of taxes, on available-for-sale securities as a component of accumulated other comprehensive loss in shareholders’ equity. We include realized gains and losses in interest income and other, net on the consolidated statements of operations. We monitor our investment portfolio for impairment on a periodic basis. In the event that the carrying value of an investment exceeds its fair value and the decline in value is determined to be other than temporary, an impairment charge is recorded and a new cost basis for the investment is established. In determining whether an other-than-temporary impairment exists, we consider the nature of the investment, the length of time and the extent to which the fair value has been less than cost, and our intent and ability to continue holding the security for a period sufficient for an expected recovery in fair value. |
Allowance for Doubtful Accounts and Sales Credit Memos | Allowances for Doubtful Accounts and Sales Credit Memos We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. We establish this allowance using estimates that we make based on factors such as the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, changes to customer creditworthiness and current economic trends. We also record an allowance for estimates of potential sales credit memos. This allowance is determined based on an analysis of historical credit memos issued and current economic trends, and is recorded as a reduction of revenue. |
Concentrations of Credit Risk | Concentrations of Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments, derivative instruments and trade receivables. We have cash investment policies which, among other things, limit investments to investment-grade securities. We hold our cash and cash equivalents, investments and derivative instrument contracts with high quality financial institutions and we monitor the credit ratings of those institutions. We perform ongoing credit evaluations of our customers, and the risk with respect to trade receivables is further mitigated by the diversity, both by geography and by industry, of the customer base. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of our cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximates fair value due to the short-term nature or market interest rates of these items. We base the fair value of short-term investments on quoted market prices or other relevant information generated by market transactions involving identical or comparable assets. Previous to their sale during fiscal year 2014, the fair value of ARS was based on a valuation methodology utilizing discounted cash flow models due to the absence of quoted market prices. We measure and record derivative financial instruments at fair value. See Note 4 for further discussion of financial instruments that are carried at fair value on a recurring and nonrecurring basis. |
Derivative Instruments | Derivative Instruments We record all derivatives, whether designated in hedging relationships or not, on the consolidated balance sheets at fair value. We use derivative instruments to manage exposures to fluctuations in the value of foreign currencies, which exist as part of our ongoing business operations. Certain assets and forecasted transactions are exposed to foreign currency risk. Our objective for holding derivatives is to eliminate or reduce the impact of these exposures. We periodically monitor our foreign currency exposures to enhance the overall economic effectiveness of our foreign currency hedge positions. Principal currencies hedged include the euro, British pound, Brazilian real, Indian rupee, and Australian dollar. We do not enter into derivative instruments for speculative purposes, nor do we hold or issue any derivative instruments for trading purposes. We enter into certain derivative instruments that do not qualify for hedge accounting and are not designated as hedges. Although these derivatives do not qualify for hedge accounting, we believe that such instruments are closely correlated with the underlying exposure, thus managing the associated risk. The gains or losses from changes in the fair value of such derivative instruments that are not accounted for as hedges are recognized in earnings in foreign currency loss, net in the consolidated statements of operations. |
Property and Equipment | Property and Equipment We record property and equipment at cost. We record property and equipment purchased in business combinations at fair value, which is then treated as the cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful lives of the assets. Useful lives by major asset class are as follows: computer equipment and software, 3 to 7 years; buildings and improvements, 5 to 39 years; and furniture and fixtures, 5 to 7 years. Repairs and maintenance costs are expensed as incurred. |
Product Development and Internal Use Software | Product Development and Internal Use Software Expenditures for product development, other than internal use software costs, are expensed as incurred. Product development expenses primarily consist of personnel and related expenses for our product development staff, the cost of various third-party contractor fees, and allocated overhead expenses. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Certain internal and external qualifying costs incurred during the application development stage are capitalized as property and equipment. Internal use software is amortized on a straight-line basis over its estimated useful life of three years, beginning when the software is ready for its intended use. |
Goodwill, Intangible Assets and Long-Lived Assets | Goodwill, Intangible Assets and Long-Lived Assets Goodwill is the amount by which the cost of acquired net assets in a business combination exceeded the fair value of net identifiable assets on the date of purchase. We evaluate goodwill and other intangible assets with indefinite useful lives, if any, for impairment annually or on an interim basis when events and circumstances arise that indicate impairment may have occurred. In performing our annual assessment, we may first perform a qualitative test and if necessary, perform a quantitative test. To conduct the quantitative impairment test of goodwill, we compare the fair value of a reporting unit to its carrying value. If the reporting unit’s carrying value exceeds its fair value, we record an impairment loss to the extent that the carrying value of goodwill exceeds its implied fair value. We estimate the fair values of our reporting units using discounted cash flow models or other valuation models, such as comparative transactions and market multiples. Intangible assets are comprised of purchased technology, customer-related assets, and trademarks and trade names acquired through business combinations (Note 8). All of our intangible assets are amortized using the straight-line method over their estimated useful life. We periodically review long-lived assets (primarily property and equipment) and intangible assets with finite lives for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of those assets are no longer appropriate. We base each impairment test on a comparison of the undiscounted cash flows to the carrying value of the asset or asset group. If impairment is indicated, we write down the asset to its estimated fair value based on a discounted cash flow analysis. |
Comprehensive Loss | Comprehensive Loss The components of comprehensive loss include, in addition to net (loss) income, unrealized gains and losses on investments and foreign currency translation adjustments. |
Revenue Recognition | Revenue Recognition We derive our revenue primarily from software licenses and maintenance and services. Our license arrangements generally contain multiple elements, including software maintenance services, consulting services, and customer education services. We do not recognize revenue until the following four basic criteria are met: (i) persuasive evidence of an arrangement exists, (ii) our product has been shipped or, if delivered electronically, the customer has the right to access the software, (iii) the fee is fixed or determinable, and (iv) collection of the fee is probable. Evidence of an arrangement generally consists of a contract or purchase order signed by the customer. In regard to delivery, we generally ship our software electronically and do not license our software with conditions of acceptance. If an arrangement does contain conditions of acceptance, we defer recognition of the revenue until the acceptance criteria are met or the period of acceptance has passed. Services are considered delivered as the work is performed or, in the case of maintenance, over the contractual service period. We assess whether a fee is fixed or determinable at the outset of the arrangement and consider the payment terms of the transaction, including transactions that extend beyond our customary payment terms. We do not license our software with a right of return. In assessing whether the collection of the fee is probable, we consider customer credit-worthiness, a customer’s historical payment experience, economic conditions in the customer’s industry and geographic location and general economic conditions. If we do not consider collection of a fee to be probable, we defer the revenue until the fees are collected, provided all other conditions for revenue recognition have been met. In determining when to recognize revenue from a customer arrangement, we are often required to exercise judgment regarding the application of our accounting policies to a particular arrangement. The primary judgments used in evaluating revenue recognized in each period involve: determining whether collection is probable, assessing whether the fee is fixed or determinable, and determining the fair value of the maintenance and services elements included in multiple-element software arrangements. Such judgments can materially impact the amount of revenue that we record in a given period. While we follow specific and detailed rules and guidelines related to revenue recognition, we make and use significant management judgments and estimates in connection with the revenue recognized in any reporting period, particularly in the areas described above. If management made different estimates or judgments, material differences in the timing of the recognition of revenue could occur. In regard to software license revenues, perpetual and term license fees are recognized as revenue when the software is delivered, no significant obligations or contingencies related to the software exist, other than maintenance, and all other revenue recognition criteria are met. We generally recognize revenue for products distributed through application partners and distributors on a sell-in basis. Revenue from maintenance is recognized ratably over the service period. Maintenance revenue is deferred until the associated license is delivered to the customer and all other criteria for revenue recognition have been met. Revenue from other services, which are primarily consulting and customer education services, is generally recognized as the services are delivered to the customer, provided all other criteria for revenue recognition have been met. We also offer products via a software-as-a-service (SaaS) model, which is a subscription based model. Subscription revenue derived from these agreements is generally recognized on a straight-line basis over the subscription term, provided persuasive evidence of an arrangement exists, access to our software has been granted to the customer, the fee for the subscription is fixed or determinable, and collection of the subscription fee is probable. We generally sell our software licenses with maintenance services and, in some cases, also with consulting services. For these multiple element arrangements, we allocate revenue to the delivered elements of the arrangement using the residual method, whereby revenue is allocated to the undelivered elements based on vendor specific objective evidence (or VSOE) of fair value of the undelivered elements with the remaining arrangement fee allocated to the delivered elements and recognized as revenue assuming all other revenue recognition criteria are met. For the undelivered elements, we determine VSOE of fair value to be the price charged when the undelivered element is sold separately. We determine VSOE for maintenance sold in connection with a software license based on the amount that will be separately charged for the maintenance renewal period. Substantially all license arrangements indicate the renewal rate for which customers may, at their option, renew their maintenance agreement. We determine VSOE for consulting services by reference to the amount charged for similar engagements when a software license sale is not involved. We review services sold separately on a periodic basis and update, when appropriate, our VSOE of fair value for such maintenance and services to ensure that it reflects our recent pricing experience. If VSOE of fair value for the undelivered elements cannot be established, we defer all revenue from the arrangement until the earlier of the point at which such sufficient VSOE does exist or all elements of the arrangement have been delivered, or if the only undelivered element is maintenance, then we recognize the entire fee ratably over the maintenance period. If payment of the software license fees is dependent upon the performance of consulting services or the consulting services are essential to the functionality of the licensed software, then we recognize both the software license and consulting fees using the completed contract method. Sales taxes collected from customers and remitted to government authorities are excluded from revenue. Deferred revenue generally results from contractual billings for which revenue has not been recognized and consists of the unearned portion of license, maintenance, and services fees. Deferred revenue expected to be recognized as revenue more than one year subsequent to the balance sheet date is included in long-term liabilities in the consolidated balance sheets. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred |
Warranty Costs | Warranty Costs We make periodic provisions for expected warranty costs. Historically, warranty costs have been insignificant. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards 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 either the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally 4 or 5 years for options and 3 years for restricted stock units. We recognize stock-based compensation expense related to performance stock units and our employee stock purchase plan using an accelerated attribution method. |
Acquisition-Related Costs | Acquisition-Related Costs Acquisition-related costs are expensed as incurred and include those costs incurred as a result of a business combination. These costs consist of professional service fees, including third-party legal and valuation-related fees, as well as retention fees and earn-out payments treated as compensation expense. |
Restructuring Charges | Restructuring Charges Our restructuring charges are comprised primarily of costs related to property abandonment, including future lease commitments, net of any sublease income, and associated leasehold improvements; and employee termination costs related to headcount reductions. We recognize and measure restructuring liabilities initially at fair value when the liability is incurred. |
Income Taxes | Income Taxes We provide for deferred income taxes resulting from temporary differences between financial and taxable income. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. We recognize and measure uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step approach. We first determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is that we measure the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes on our consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent in a classified balance sheet. The guidance in ASU 2015-17 is required for annual reporting periods beginning after December 15, 2016, including interim periods within the reporting period. We early adopted the provisions of this ASU during the fourth quarter of fiscal year 2015 and applied it retrospectively. The adoption of ASU 2015-17 resulted in the reclassification of $9.4 million of current deferred tax assets to noncurrent deferred tax assets and $1.4 million of current deferred tax assets to a reduction in noncurrent deferred tax liabilities as of November 30, 2015. We retrospectively adjusted the November 30, 2014 consolidated balance sheet and related disclosures to reflect the reclassification of $10.1 million of current deferred tax assets, of which $9.8 million was reclassified to noncurrent deferred tax assets as $0.3 million in deferred tax liabilities was eliminated through netting. Adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance in ASU 2015-03 is required for annual reporting periods beginning after December 15, 2015, including interim periods within the reporting period. Early adoption is permitted for financial statements that have not been previously issued. The Company is considering early adoption of the new standard and expects the impact on the Company's consolidated balance sheets to be a reclassification of approximately $1.4 million from other assets to long-term debt as of December 1, 2015. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (ASU 2014-12). ASU 2014-12 brings consistency to the accounting for share-based payment awards that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards. This guidance is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015. Early adoption is permitted. In addition, all entities will have the option of applying the guidance either prospectively (i.e., only to awards granted or modified on or after the effective date of the ASU) or retrospectively. We are currently evaluating the effect that implementation of this update will have on our consolidated financial position and results of operations upon adoption. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. In July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the new effective date for the Company will be December 1, 2018. This update could impact the timing and amounts of revenue recognized. Management is currently assessing the impact the adoption of this ASU will have on the Company’s consolidated financial statements. |
Nature of Business and Summar30
Nature of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Allowances Against Accounts Receivable | A summary of activity in the allowance for doubtful accounts is as follows (in thousands): November 30, 2015 November 30, 2014 November 30, 2013 Beginning balance $ 1,646 $ 2,250 $ 2,278 Charge to costs and expenses 271 365 649 Write-offs and other (512 ) (949 ) (688 ) Translation adjustments 16 (20 ) 11 Ending balance $ 1,421 $ 1,646 $ 2,250 |
Schedule of Activity in Allowance for Sales Credit Memos | A summary of activity in the allowance for sales credit memos is as follows (in thousands): November 30, 2015 November 30, 2014 November 30, 2013 Beginning balance $ 946 $ 903 $ 746 Charge to revenue 182 51 225 Write-offs and other (332 ) (6 ) (71 ) Translation adjustments (24 ) (2 ) 3 Ending balance $ 772 $ 946 $ 903 |
Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss by components, net of tax (in thousands): Foreign Currency Translation Adjustment Unrealized Gains (Losses) on investments Total Balance, December 1, 2013 $ (9,249 ) $ (2,410 ) $ (11,659 ) Other comprehensive (loss) income before reclassifications (4,484 ) 800 (3,684 ) Amounts reclassified from accumulated other comprehensive (loss) income — 1,617 1,617 Net other comprehensive (loss) income $ (4,484 ) $ 2,417 $ (2,067 ) Balance, December 1, 2014 $ (13,733 ) $ 7 $ (13,726 ) Other comprehensive loss before reclassifications (10,849 ) (53 ) (10,902 ) Net other comprehensive loss $ (10,849 ) $ (53 ) $ (10,902 ) Balance, November 30, 2015 $ (24,582 ) $ (46 ) $ (24,628 ) |
Cash, Cash Equivalents and In31
Cash, Cash Equivalents and Investments (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Investments and Cash [Abstract] | |
Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments | A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2015 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 186,241 $ — $ — $ 186,241 Money market funds 26,138 — — 26,138 State and municipal bond obligations 20,387 30 — 20,417 U.S. treasury bonds 3,109 — (15 ) 3,094 U.S. government agency bonds 1,645 — (4 ) 1,641 Corporate bonds 3,756 — (8 ) 3,748 Total $ 241,276 $ 30 $ (27 ) $ 241,279 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2014 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 195,189 $ — $ — $ 195,189 Money market funds 67,893 — — 67,893 State and municipal bond obligations 20,100 86 — 20,186 Total $ 283,182 $ 86 $ — $ 283,268 |
Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments by Balance Sheet Classification | Such amounts are classified on our consolidated balance sheets as follows (in thousands): November 30, 2015 November 30, 2014 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 186,241 $ — $ 195,189 $ — Money market funds 26,138 — 67,893 — State and municipal bond obligations — 20,417 — 20,186 U.S. treasury bonds — 3,094 — — U.S. government agency bonds — 1,641 — — Corporate bonds — 3,748 — — Total $ 212,379 $ 28,900 $ 263,082 $ 20,186 |
Fair Value of Debt Securities by Contractual Maturity | The fair value of debt securities by contractual maturity is as follows (in thousands): November 30, November 30, Due in one year or less $ 15,945 $ 11,140 Due after one year (1) 12,955 9,046 Total $ 28,900 $ 20,186 (1) Includes state and municipal bond obligations, U.S. treasury and government agency bonds, and corporate bonds, which are securities representing investments available for current operations and are classified as current in the consolidated balance sheets. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Outstanding Foreign Currency Forward Contracts | The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands): November 30, 2015 November 30, 2014 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 76,748 $ (4,026 ) $ 21,738 $ (13 ) Forward contracts to purchase U.S. dollars 2,077 5 15,534 (89 ) Total $ 78,825 $ (4,021 ) $ 37,272 $ (102 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements within the Fair Value Hierarchy of the Financial Assets | The following table details the fair value measurements within the fair value hierarchy of our financial assets at November 30, 2015 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 26,138 $ 26,138 $ — $ — State and municipal bond obligations 20,417 — 20,417 — U.S. treasury bonds 3,094 — 3,094 — U.S. government agency bonds 1,641 — 1,641 — Corporate bonds 3,748 — 3,748 — Liabilities Foreign exchange derivatives $ (4,021 ) $ — $ (4,021 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets at November 30, 2014 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 67,893 $ 67,893 $ — $ — State and municipal bond obligations 20,186 — 20,186 — Foreign exchange derivatives (102 ) — (102 ) — Liabilities Contingent consideration $ (1,717 ) $ — $ — $ (1,717 ) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reflects the activity for our contingent consideration obligations measured at fair value using Level 3 inputs for each year presented (in thousands): November 30, November 30, Balance, beginning of year $ 1,717 $ 388 Acquisition date fair value of contingent consideration — 1,450 Payments of contingent consideration (209 ) (210 ) Changes in fair value of contingent consideration obligation (1,508 ) 89 Balance, end of year $ — $ 1,717 |
Fair Value Measurements, Nonrecurring | The following table presents nonrecurring fair value measurements as of November 30, 2015 (in thousands): Total Fair Value Total Losses Long-lived assets $ 60 $ 4,962 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Property and Equipment | Property and equipment consists of the following (in thousands): November 30, 2015 November 30, 2014 Computer equipment and software $ 46,183 $ 50,073 Land, buildings and leasehold improvements 53,590 52,668 Furniture and fixtures 6,889 6,827 Capitalized software development costs 2,955 4,983 Property and equipment, gross 109,617 114,551 Less accumulated depreciation and amortization (55,391 ) (55,200 ) Property and equipment, net $ 54,226 $ 59,351 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following significant classes (in thousands): November 30, 2015 November 30, 2014 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 117,151 $ (54,963 ) $ 62,188 $ 53,789 $ (39,575 ) $ 14,214 Customer-related 67,602 (25,493 ) 42,109 20,554 (15,195 ) 5,359 Trademarks and trade names 15,330 (5,514 ) 9,816 4,130 (3,125 ) 1,005 Total $ 200,083 $ (85,970 ) $ 114,113 $ 78,473 $ (57,895 ) $ 20,578 |
Schedule of Future Amortization Expense From Intangible Assets Held | Future amortization expense for intangible assets as of November 30, 2015 is as follows (in thousands): 2016 $ 28,499 2017 28,499 2018 27,686 2019 26,561 2020 1,786 Thereafter 1,082 Total $ 114,113 |
Summary of Changes In The Carrying Amount of Goodwill | The changes in the Company's goodwill balances by reportable segment since the prior year are as follows (in thousands): November 30, 2014 Additions Translation Adjustments November 30, 2015 OpenEdge $ 212,303 $ — $ (323 ) $ 211,980 Data Connectivity and Integration 19,040 — — 19,040 Application Development and Deployment 1,493 137,472 — 138,965 Total goodwill $ 232,836 $ 137,472 $ (323 ) $ 369,985 Changes in the carrying amount of goodwill for fiscal years 2015 and 2014 are as follows (in thousands): November 30, 2015 November 30, 2014 Balance, beginning of year $ 232,836 $ 224,286 Additions 137,472 8,690 Translation adjustments (323 ) (140 ) Balance, end of year $ 369,985 $ 232,836 |
Divestitures (Tables)
Divestitures (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Apama [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The components included in discontinued operations on the consolidated statements of income are as follows (in thousands): Fiscal Year Ended November 30, 2013 Revenue $ 10,550 Loss before income taxes (12,482 ) Income tax benefit (3,152 ) Gain on sale, net of tax 22,070 Income from discontinued operations, net $ 12,740 |
Schedule of Gain on Disposal Groups, Including Discontinued Operations | The gain on the sale of the Apama product line was calculated as follows (in thousands): Purchase price $ 44,268 Less: transaction costs 2,029 Less: net assets Accounts receivable 2,426 Other current assets 428 Goodwill and intangible assets 6,991 Other long-term assets 426 Deferred revenue (3,917 ) Gain on sale 35,885 Tax provision 13,815 Gain on sale, net of tax $ 22,070 |
Artix, Orbacus and Orbix [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The components included in discontinued operations on the consolidated statements of income are as follows (in thousands): Fiscal Year Ended November 30, 2013 Revenue $ 5,786 Income before income taxes 2,625 Income tax provision (130 ) Gain on sale, net of tax $ 2,009 Income from discontinued operations, net $ 4,764 |
Schedule of Gain on Disposal Groups, Including Discontinued Operations | The gain on sale of the Artix, Orbacus and Orbix product lines was calculated as follows (in thousands): Purchase price $ 15,000 Less: transaction costs 826 Less: indemnification obligation 30 Less: net assets Accounts receivables 2,872 Goodwill and intangible assets 24,325 Other assets 20 Impairment reserve (8,601 ) Deferred revenue (6,481 ) Gain on sale 2,009 Tax provision — Gain on sale, net of tax $ 2,009 |
Actional, DataXtend, ObjectStore, Savvion, and Sonic [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The components included in discontinued operations on the consolidated statements of income are as follows (in thousands): Fiscal Year Ended November 30, 2013 Revenue $ (450 ) Loss before income taxes (980 ) Income tax benefit (248 ) Gain on sale, net of tax $ 18,358 Income (loss) from discontinued operations, net $ 17,626 |
Schedule of Gain on Disposal Groups, Including Discontinued Operations | The gain on sale of the Actional, DataXtend, ObjectStore, Savvion and Sonic product lines was calculated as follows (in thousands): Purchase price $ 60,500 Less: transaction costs 1,211 Less: net assets Accounts receivables 12,380 Goodwill and intangible assets 31,693 Other assets 976 Deferred revenue (19,168 ) Other liabilities (299 ) Gain on sale 33,707 Tax provision 15,349 Gain on sale, net of tax $ 18,358 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Telerik AD [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table discloses the net assets acquired in the business combination (in thousands): Initial Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Weighted Average Life Net working capital $ 7,909 $ 313 $ 8,222 Property, plant and equipment 3,108 (30 ) 3,078 Identifiable intangible assets 123,100 — 123,100 5 years Deferred taxes (10,401 ) 1,129 (9,272 ) Deferred revenue (7,915 ) — (7,915 ) Other non-current liabilities (1,769 ) (963 ) (2,732 ) Goodwill 137,921 (449 ) 137,472 Net assets acquired $ 251,953 $ 251,953 |
BravePoint Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ 2,902 Property and equipment 735 Other assets 16 Deferred revenue (680 ) Customer-related 4,110 7 Years Trade name 850 7 Years Purchased technology 1,810 3 Years Goodwill 2,257 Net assets acquired $ 12,000 |
Modulus [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The allocation of the purchase price is as follows (in thousands): Total Life Net working capital $ 7 Purchased technology 7,320 7 Years Customer-related 190 7 Years Goodwill 6,433 Net assets acquired $ 13,950 |
Rollbase [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The allocation of the purchase price is as follows (in thousands): Total Life Cash $ 50 Acquired intangible assets 7,960 1 to 5 years Goodwill 4,798 Deferred taxes (2,921 ) Accounts payable and other liabilities (8 ) Net assets acquired $ 9,879 |
Term Loan and Line of Credit (T
Term Loan and Line of Credit (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | As of November 30, 2015, aggregate principal payments of long-term debt for the next five years and thereafter are (in thousands): 2016 $ 9,375 2017 15,000 2018 15,000 2019 105,000 Total $ 144,375 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments | Future minimum rental payments under these leases are as follows at November 30, 2015 (in thousands): 2016 $ 7,060 2017 6,299 2018 4,419 2019 4,737 2020 2,836 Thereafter 892 Total $ 26,243 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under all the plans is as follows: Shares Weighted Average Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (in thousands) Exercise Price (in years) (in thousands) Options outstanding, December 1, 2014 1,215 $ 21.19 Granted 6 25.76 Exercised (449 ) 18.64 Canceled (38 ) 29.54 Options outstanding, November 30, 2015 734 $ 22.35 1.87 $ 2,288 Exercisable, November 30, 2015 728 $ 22.31 1.84 $ 2,288 Vested or expected to vest, November 30, 2015 734 $ 22.35 1.87 $ 2,288 (1) The aggregate intrinsic value was calculated based on the difference between the closing price of our stock on November 30, 2015 of $23.99 and the exercise prices for all in-the-money options outstanding. |
Summary of Status of Restricted Stock Units | A summary of restricted stock units activity is as follows (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value Restricted stock units outstanding, December 1, 2014 1,489 $ 22.24 Granted 1,692 25.39 Issued (714 ) 26.08 Canceled (724 ) 22.87 Restricted stock units outstanding, November 30, 2015 1,743 $ 24.42 |
Fair Value of Options and Employee Stock Purchase Plan Shares Granted, Weighted Average Assumptions | We estimated the fair value of stock options and ESPP awards granted in fiscal years 2015 , 2014 and 2013 on the measurement dates using the Black-Scholes option valuation model with the following weighted average assumptions: Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Stock options: Expected volatility 28.0 % 28.4 % 31.9 % Risk-free interest rate 1.3 % 1.6 % 0.7 % Expected life (in years) 4.8 4.8 4.8 Expected dividend yield — — — Employee stock purchase plan: Expected volatility 21.1 % 25.1 % 31.8 % Risk-free interest rate 0.5 % 0.3 % 0.2 % Expected life (in years) 1.6 1.6 1.5 Expected dividend yield — — — |
Stock Options and Stock Awards Activity | The following additional activity occurred under our plans (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Total intrinsic value of stock options on date exercised $ 3,895 $ 4,078 $ 14,009 Total fair value of deferred stock units on date vested 93 130 127 Total fair value of restricted stock units on date vested 18,621 19,963 16,631 |
Classification of Stock-Based Compensation | The following table provides the classification of stock-based compensation as reflected in our consolidated statements of operations (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Cost of maintenance and services 617 612 601 Sales and marketing 4,805 4,642 3,599 Product development 5,433 5,289 4,723 General and administrative 13,149 14,330 10,186 Stock-based compensation from continuing operations 24,004 24,873 19,109 Loss from discontinued operations — — 2,290 Total stock-based compensation $ 24,004 $ 24,873 $ 21,399 Income tax benefit included in the provision for income taxes from continuing operations $ 5,225 $ 6,318 $ 5,146 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | The following table provides a summary of activity for all of the restructuring actions, which are detailed further below (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2012 $ 603 $ 6,704 $ 7,307 Costs incurred (1) 2,671 10,346 13,017 Cash disbursements (1,933 ) (15,793 ) (17,726 ) Asset impairment (111 ) — (111 ) Translation adjustments and other (46 ) 111 65 Balance, November 30, 2013 $ 1,184 $ 1,368 $ 2,552 Costs incurred 579 1,715 2,294 Cash disbursements (1,316 ) (1,859 ) (3,175 ) Translation adjustments and other (31 ) 3 (28 ) Balance, November 30, 2014 $ 416 $ 1,227 $ 1,643 Costs incurred 5,567 7,422 12,989 Cash disbursements (690 ) (5,653 ) (6,343 ) Asset impairment (4,962 ) — (4,962 ) Translation adjustments and other 81 (47 ) 34 Balance, November 30, 2015 $ 412 $ 2,949 $ 3,361 |
2015 Restructuring Activities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | A summary of activity for this restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ — $ — Costs incurred 963 3,108 4,071 Cash disbursements — (483 ) (483 ) Asset impairment (963 ) — (963 ) Translation adjustments and other — (8 ) (8 ) Balance, November 30, 2015 $ — $ 2,617 $ 2,617 A summary of activity for this restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ — $ — Costs incurred 4,406 3,108 7,514 Cash disbursements (300 ) (2,801 ) (3,101 ) Asset impairment (3,999 ) — (3,999 ) Translation adjustments and other 102 2 104 Balance, November 30, 2015 $ 209 $ 309 $ 518 |
2014 Restructuring Activities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | A summary of the fiscal year 2015 activity for the 2014 restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ — $ 1,227 $ 1,227 Costs incurred 130 1,206 1,336 Cash disbursements (76 ) (2,369 ) (2,445 ) Translation adjustments and other — (40 ) (40 ) Balance, November 30, 2015 $ 54 $ 24 $ 78 Cash disbursements for expenses incurred to date under the 2014 restructuring are expected to be made through the first quarter of fiscal year 2016. As a result, the $0.1 million is included in other accrued liabilities on the consolidated balance sheet at November 30, 2015 . A summary of the fiscal year 2014 activity for the 2014 restructuring action is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2013 $ — $ — $ — Costs incurred — 1,664 1,664 Cash disbursements — (437 ) (437 ) Balance, November 30, 2014 $ — $ 1,227 $ 1,227 |
2012 and 2013 Restructuring Activities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Restructuring Activity | A summary of the fiscal year 2015 activity for the 2013 and 2012 restructuring actions is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2014 $ 416 $ — $ 416 Costs incurred 68 — 68 Cash disbursements (314 ) — (314 ) Translation adjustments and other (21 ) — (21 ) Balance, November 30, 2015 $ 149 $ — $ 149 Cash disbursements for expenses incurred to date under the 2013 and 2012 restructuring actions are expected to be made through fiscal year 2017. The short-term portion of the restructuring reserve of $0.1 million is included in other accrued liabilities and the remaining long-term portion, which is minimal, is included in other noncurrent liabilities on the consolidated balance sheet as of November 30, 2015 . A summary of the fiscal year 2013 and 2014 activity for the 2013 and 2012 restructuring actions is as follows (in thousands): Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2012 $ 603 $ 6,429 $ 7,032 Costs incurred 2,671 10,346 13,017 Cash disbursements (1,933 ) (15,518 ) (17,451 ) Asset impairment (111 ) — (111 ) Translation adjustments and other (46 ) 111 65 Balance, November 30, 2013 $ 1,184 $ 1,368 $ 2,552 Costs incurred 579 51 630 Cash disbursements (1,316 ) (1,422 ) (2,738 ) Translation adjustments and other (31 ) 3 (28 ) Balance, November 30, 2014 $ 416 $ — $ 416 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Components Of Pretax Income | The components of income from continuing operations before income taxes are as follows (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 U.S. $ 62,813 $ 68,882 $ 54,495 Foreign (50,459 ) 8,922 8,288 Total $ 12,354 $ 77,804 $ 62,783 |
Provisions For Income Taxes | The provision for income taxes from continuing operations is comprised of the following (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Current: Federal $ 18,418 $ 7,796 $ 7,639 State 1,526 765 1,583 Foreign 3,056 4,751 2,165 Total current 23,000 13,312 11,387 Deferred: Federal 2,199 14,783 9,622 State 60 730 329 Foreign (4,104 ) (479 ) 1,668 Total deferred (1,845 ) 15,034 11,619 Total $ 21,155 $ 28,346 $ 23,006 |
Reconciliation Of The U.S. Federal Statutory Rate To The Effective Tax Rate | A reconciliation of the U.S. Federal statutory rate to the effective tax rate from continuing operations is as follows (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Tax at U.S. Federal statutory rate $ 4,324 $ 27,231 $ 21,972 Foreign rate differences 16,945 1,320 932 Effects of foreign operations included in U.S. Federal provision (996 ) (1,821 ) (427 ) State income taxes, net 1,029 1,227 1,357 Research credits (681 ) (80 ) (950 ) Domestic production activities deduction (1,750 ) (1,095 ) (1,323 ) Tax-exempt interest (51 ) (80 ) (129 ) Nondeductible stock-based compensation 1,875 2,152 1,464 Meals and entertainment 321 220 201 Compensation subject to 162(m) 228 350 — Uncertain tax positions and tax settlements (332 ) (123 ) 633 Other 243 (955 ) (724 ) Total $ 21,155 $ 28,346 $ 23,006 |
Summary Of Deferred Taxes | The components of deferred tax assets and liabilities are as follows (in thousands): November 30, 2015 November 30, 2014 Deferred tax assets: Accounts receivable $ 628 $ 632 Other assets 761 762 Accrued compensation 3,421 2,666 Accrued liabilities and other 4,945 7,096 Stock-based compensation 4,902 4,558 Deferred revenue 798 — Tax credit and loss carryforwards 29,351 30,769 Gross deferred tax assets 44,806 46,483 Valuation allowance (8,160 ) (9,687 ) Total deferred tax assets 36,646 36,796 Deferred tax liabilities: Goodwill (21,580 ) (19,777 ) Deferred revenue — (672 ) Depreciation and amortization (11,207 ) (4,327 ) Total deferred tax liabilities (32,787 ) (24,776 ) Total $ 3,859 $ 12,020 |
Reconciliation Of Unrecognized Tax Benefits | A reconciliation of the balance of our unrecognized tax benefits is as follows (in thousands): Fiscal Year Ended November 30, 2015 November 30, 2014 November 30, 2013 Balance, beginning of year $ 1,711 $ 1,022 $ 2,192 Tax positions related to current year 107 849 189 Settlements with tax authorities (39 ) — (1,176 ) Tax positions acquired 4,464 — — Lapses due to expiration of the statute of limitations (1,464 ) (160 ) (183 ) Balance, end of year $ 4,779 $ 1,711 $ 1,022 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings Per Share | The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, expect per share data): Fiscal Year Ended November 30, November 30, November 30, (Loss) income from continuing operations $ (8,801 ) $ 49,458 $ 39,777 Weighted average shares outstanding 50,391 50,840 54,516 Dilutive impact from common stock equivalents — 626 863 Diluted weighted average shares outstanding 50,391 51,466 55,379 Basic (loss) earnings per share from continuing operations $ (0.17 ) $ 0.97 $ 0.73 Diluted (loss) earnings per share from continuing operations $ (0.17 ) $ 0.96 $ 0.72 |
Business Segments and Interna44
Business Segments and International Operations (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table provides revenue and contribution margin from our reportable segments and reconciles to the consolidated income from continuing operations before income taxes: Fiscal Year Ended (In thousands) November 30, 2015 November 30, 2014 November 30, 2013 Segment revenue: OpenEdge $ 295,934 $ 296,721 $ 293,508 Data Connectivity and Integration 37,926 34,772 40,089 Application Development and Deployment 43,694 1,040 399 Total revenue 377,554 332,533 333,996 Segment costs of revenue and operating expenses: OpenEdge 77,085 70,811 83,675 Data Connectivity and Integration 13,819 12,308 12,397 Application Development and Deployment 39,386 9,354 1,612 Total costs of revenue and operating expenses 130,290 92,473 97,684 Segment contribution margin: OpenEdge 218,849 225,910 209,833 Data Connectivity and Integration 24,107 22,464 27,692 Application Development and Deployment 4,308 (8,314 ) (1,213 ) Total contribution margin 247,264 240,060 236,312 Other unallocated expenses (1) 232,510 159,320 172,572 Income from operations $ 14,754 $ 80,740 $ 63,740 Other expense, net $ (2,400 ) $ (2,936 ) $ (957 ) Income from continuing operations before income taxes $ 12,354 $ 77,804 $ 62,783 (1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization of acquired intangibles, stock-based compensation, restructuring, and acquisition related expenses. |
Revenue from External Customers by Revenue Type | Information relating to revenue from external customers by revenue type is as follows (in thousands): Fiscal Year Ended November 30, November 30, November 30, Software licenses $ 130,250 $ 117,801 $ 122,312 Maintenance 217,718 202,496 202,857 Professional services 29,586 12,236 8,827 Total $ 377,554 $ 332,533 $ 333,996 |
Revenue from External Customers from Different Geographical Areas | Information relating to revenue from external customers from different geographical areas is as follows (in thousands): Fiscal Year Ended November 30, November 30, November 30, United States $ 193,665 $ 137,105 $ 140,020 Canada 13,901 13,611 14,259 EMEA 124,171 131,335 133,600 Latin America 17,594 24,917 25,370 Asia Pacific 28,223 25,565 20,747 Total $ 377,554 $ 332,533 $ 333,996 |
Selected Quarterly Financial 45
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Nov. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal year 2015: Revenue $ 81,381 $ 88,817 $ 94,637 $ 112,719 Gross profit 63,753 73,071 79,505 97,483 (Loss) income from operations (11,186 ) (2,735 ) 8,594 20,081 Net (loss) income (971 ) 5,769 (4,126 ) (9,473 ) Basic (loss) earnings per share (0.02 ) 0.11 (0.08 ) (0.19 ) Diluted (loss) earnings per share (0.02 ) 0.11 (0.08 ) (0.19 ) Fiscal year 2014: Revenue $ 74,538 $ 80,827 $ 79,274 $ 97,894 Gross profit 66,657 73,449 71,413 86,755 Income from operations 14,002 20,280 19,431 27,027 Net income 11,100 12,799 11,095 14,464 Basic earnings per share 0.22 0.25 0.22 0.29 Diluted earnings per share 0.21 0.25 0.22 0.28 |
Nature of Business and Summar46
Nature of Business and Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2015USD ($) | May. 31, 2015USD ($) | Nov. 30, 2015USD ($)customer | Nov. 30, 2014USD ($)customer | Nov. 30, 2013USD ($)customer | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Capitalized software development costs | $ 1,300 | $ 1,300 | $ 4,100 | $ 800 | |
Amortization | 32,286 | 5,521 | 4,090 | ||
Long-lived assets impairment charge | 4,962 | 0 | 111 | ||
Restructuring expenses | 12,989 | 2,294 | 13,017 | ||
Income tax expense | 21,155 | 28,346 | 23,006 | ||
Tax effect on accumulated unrealized losses on investment | 1,400 | ||||
Advertising costs | 2,500 | 1,800 | 1,600 | ||
Acquisition-related expenses | 4,239 | 5,862 | 3,204 | ||
Reduction of noncurrent deferred tax liabilities | 7,112 | $ 7,112 | 0 | ||
Internal Use Software [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful lives of major asset | 3 years | ||||
Amortization | $ 1,300 | $ 700 | $ 0 | ||
Impairment of software development costs | 1,000 | $ 1,500 | |||
Restructuring expenses | $ 5,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Stock-based compensation service period | 3 years | 3 years | |||
Minimum [Member] | Computer equipment and software [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful lives of major asset | 3 years | ||||
Minimum [Member] | Buildings And Improvements [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful lives of major asset | 5 years | ||||
Minimum [Member] | Furniture and fixtures [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful lives of major asset | 5 years | ||||
Minimum [Member] | Stock Options [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Stock-based compensation service period | 4 years | ||||
Maximum [Member] | Computer equipment and software [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful lives of major asset | 7 years | ||||
Maximum [Member] | Buildings And Improvements [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful lives of major asset | 39 years | ||||
Maximum [Member] | Furniture and fixtures [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful lives of major asset | 7 years | ||||
Maximum [Member] | Stock Options [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Stock-based compensation service period | 5 years | ||||
Revenue [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, number of customers | customer | 0 | 0 | 0 | ||
Accounts Receivable [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, number of customers | customer | 0 | 0 | 0 | ||
Unrealized Gains (Losses) on Investments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Income tax expense | $ 900 | ||||
New Accounting Pronouncement, Early Adoption, Effect [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Reclassification from current deferred tax assets | 9,400 | $ 9,400 | 10,100 | ||
Reclassification to noncurrent deferred tax assets | 9,400 | 9,400 | 9,800 | ||
Reduction of noncurrent deferred tax liabilities | 1,400 | 1,400 | $ 300 | ||
Reclassification from current deferred tax assets | 1,400 | 1,400 | |||
Long-term Debt [Member] | Plan [Member] | New Accounting Pronouncement, Early Adoption, Effect [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Unamortized debt issuance costs reclassified from other assets to long-term debt | (1,400) | (1,400) | |||
Other Assets [Member] | Plan [Member] | New Accounting Pronouncement, Early Adoption, Effect [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Unamortized debt issuance costs reclassified from other assets to long-term debt | $ 1,400 | $ 1,400 |
Nature of Business and Summar47
Nature of Business and Summary of Significant Accounting Policies (Allowances Against Accounts Receivable) (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 1,646 | $ 2,250 | $ 2,278 |
Charge to costs and expenses | 271 | 365 | 649 |
Write-offs and other | (512) | (949) | (688) |
Translation adjustments | 16 | (20) | 11 |
Ending balance | $ 1,421 | $ 1,646 | $ 2,250 |
Nature of Business and Summar48
Nature of Business and Summary of Significant Accounting Policies (Allowance for Sales Credit Memos) (Details) - Allowance for Sales Credit Memos [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 946 | $ 903 | $ 746 |
Charge to revenue | 182 | 51 | 225 |
Write-offs and other | (332) | (6) | (71) |
Translation adjustments | (24) | (2) | 3 |
Ending balance | $ 772 | $ 946 | $ 903 |
Nature of Business and Summar49
Nature of Business and Summary of Significant Accounting Policies (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance, Beginning of Period | $ (13,726) | $ (11,659) | |
Other comprehensive (loss) income before reclassifications | (10,902) | (3,684) | |
Amounts reclassified from accumulated other comprehensive (loss) income | 1,617 | ||
Total other comprehensive (loss) income, net of tax | (10,902) | (2,067) | $ (895) |
Balance, End of Period | (24,628) | (13,726) | (11,659) |
Foreign Currency Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance, Beginning of Period | (13,733) | (9,249) | |
Other comprehensive (loss) income before reclassifications | (10,849) | (4,484) | |
Amounts reclassified from accumulated other comprehensive (loss) income | 0 | ||
Total other comprehensive (loss) income, net of tax | (10,849) | (4,484) | |
Balance, End of Period | (24,582) | (13,733) | (9,249) |
Unrealized Gains (Losses) on Investments [Member] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Balance, Beginning of Period | 7 | (2,410) | |
Other comprehensive (loss) income before reclassifications | (53) | 800 | |
Amounts reclassified from accumulated other comprehensive (loss) income | 1,617 | ||
Total other comprehensive (loss) income, net of tax | (53) | 2,417 | |
Balance, End of Period | $ (46) | $ 7 | $ (2,410) |
Cash, Cash Equivalents and In50
Cash, Cash Equivalents and Investments (Summary Of Cash, Cash Equivalents And Trading And Available-For-Sale Investments) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | $ 241,276 | $ 283,182 |
Unrealized Gains | 30 | 86 |
Unrealized Losses | (27) | 0 |
Fair Value | 241,279 | 283,268 |
State And Municipal Bond Obligations [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 20,387 | 20,100 |
Unrealized Gains | 30 | 86 |
Unrealized Losses | 0 | 0 |
Fair Value | 20,417 | 20,186 |
US Treasury Bonds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 3,109 | |
Unrealized Gains | 0 | |
Unrealized Losses | (15) | |
Fair Value | 3,094 | |
US Government Agency Bonds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 1,645 | |
Unrealized Gains | 0 | |
Unrealized Losses | (4) | |
Fair Value | 1,641 | |
Corporate Bonds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 3,756 | |
Unrealized Gains | 0 | |
Unrealized Losses | (8) | |
Fair Value | 3,748 | |
Cash [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 186,241 | 195,189 |
Fair Value | 186,241 | 195,189 |
Money Market Funds [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Amortized Cost Basis | 26,138 | 67,893 |
Fair Value | $ 26,138 | $ 67,893 |
Cash, Cash Equivalents and In51
Cash, Cash Equivalents and Investments (Summary of Cash, Cash Equivalents and Trading and Available-for-sale Investments by Balance Sheet Classification) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2012 |
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | $ 212,379 | $ 263,082 | $ 198,818 | $ 301,792 |
Short-Term Investments | 28,900 | 20,186 | ||
State And Municipal Bond Obligations [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 20,417 | 20,186 | ||
US Treasury Bonds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 3,094 | 0 | ||
US Government Agency Bonds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 1,641 | 0 | ||
Corporate Bonds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 0 | 0 | ||
Short-Term Investments | 3,748 | 0 | ||
Cash [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 186,241 | 195,189 | ||
Short-Term Investments | 0 | 0 | ||
Money Market Funds [Member] | ||||
Cash, Cash Equivalents and Investments [Line Items] | ||||
Cash and Equivalents | 26,138 | 67,893 | ||
Short-Term Investments | $ 0 | $ 0 |
Cash, Cash Equivalents and In52
Cash, Cash Equivalents and Investments (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Auction Rate Securities [Member] | ||
Cash, Cash Equivalents and Investments [Line Items] | ||
Realized losses on investments | $ 2.6 | $ 0.4 |
Cash, Cash Equivalents and In53
Cash, Cash Equivalents and Investments (Fair Value of Debt Securities by Contractual Maturity) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Investments and Cash [Abstract] | ||
Due in one year or less | $ 15,945 | $ 11,140 |
Due after one year | 12,955 | 9,046 |
Total | $ 28,900 | $ 20,186 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) - Forward Contracts [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Derivative [Line Items] | |||
Minimum maturity period, foreign currency derivative | 90 days | ||
Maximum maturity period, foreign currency derivative | 1 year | ||
Gains (losses) on foreign currency option contracts | $ (4.6) | $ (1.5) | $ 1.1 |
Derivative Instruments (Outstan
Derivative Instruments (Outstanding Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Derivative [Line Items] | ||
Derivative contracts, notional value | $ 78,825 | $ 37,272 |
Derivative contracts, fair value | (4,021) | |
Derivative contracts, fair value | (102) | |
Forward contracts to sell U.S. dollars [Member] | ||
Derivative [Line Items] | ||
Derivative contracts, notional value | 76,748 | 21,738 |
Derivative contracts, fair value | (4,026) | |
Derivative contracts, fair value | (13) | |
Forward contracts to purchase U.S. dollars [Member] | ||
Derivative [Line Items] | ||
Derivative contracts, notional value | 2,077 | 15,534 |
Derivative contracts, fair value | $ 5 | |
Derivative contracts, fair value | $ (89) |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Measurements within the Fair Value Hierarchy of the Financial Assets) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Foreign Exchange Derivatives [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | $ (4,021) | |
Foreign Exchange Derivatives [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | 0 | |
Foreign Exchange Derivatives [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | (4,021) | |
Foreign Exchange Derivatives [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | 0 | |
Contingent Consideration [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | $ (1,717) | |
Contingent Consideration [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | 0 | |
Contingent Consideration [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | 0 | |
Contingent Consideration [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial liabilities | (1,717) | |
Money Market Funds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 26,138 | 67,893 |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 26,138 | 67,893 |
Money Market Funds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
Money Market Funds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
State And Municipal Bond Obligations [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 20,417 | 20,186 |
State And Municipal Bond Obligations [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
State And Municipal Bond Obligations [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 20,417 | 20,186 |
State And Municipal Bond Obligations [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | 0 |
US Treasury Bonds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 3,094 | |
US Treasury Bonds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | |
US Treasury Bonds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 3,094 | |
US Treasury Bonds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | |
US Government Agency Bonds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 1,641 | |
US Government Agency Bonds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | |
US Government Agency Bonds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 1,641 | |
US Government Agency Bonds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | |
Corporate Bonds [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 3,748 | |
Corporate Bonds [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | |
Corporate Bonds [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 3,748 | |
Corporate Bonds [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | $ 0 | |
Foreign Exchange Derivatives [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | (102) | |
Foreign Exchange Derivatives [Member] | Level 1 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | 0 | |
Foreign Exchange Derivatives [Member] | Level 2 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | (102) | |
Foreign Exchange Derivatives [Member] | Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of financial assets | $ 0 |
Fair Value Measurements (Quanti
Fair Value Measurements (Quantitative Information about Unobservable Inputs) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Nov. 30, 2015 | May. 31, 2015 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | May. 13, 2014 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||||
Payment of contingent consideration | $ 200,000 | $ 209,000 | $ 210,000 | $ 0 | |||
Asset impairment | $ 1,000,000 | $ 4,000,000 | |||||
Modulus [Member] | |||||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||||
Contingent consideration liability | $ 2,500,000 | ||||||
Modulus [Member] | Contingent Consideration [Member] | |||||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||||
Probability milestones associated with contingent consideration will be achieved, year 2 (as a percent) | 0.00% | ||||||
Contingent consideration liability | $ 0 | $ 0 |
Fair Value Measurements (Activi
Fair Value Measurements (Activity for Financial Liabilities Measured at Fair Value Using Level 3 Inputs) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of year | $ 1,717 | $ 388 |
Acquisition date fair value of contingent consideration | 0 | 1,450 |
Payments of contingent consideration | (209) | (210) |
Changes in fair value of contingent consideration obligation | (1,508) | 89 |
Balance, end of year | $ 0 | $ 1,717 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets Measured on Nonrecurring Basis) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | May. 31, 2015 | Nov. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets, Total Losses | $ 1,000 | $ 4,000 | |
Nonrecurring Basis [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets, Total Fair Value | $ 60 | $ 60 | |
Long-lived assets, Total Losses | $ 4,962 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 109,617 | $ 114,551 | |
Less accumulated depreciation and amortization | (55,391) | (55,200) | |
Property and equipment, net | 54,226 | 59,351 | |
Depreciation and amortization expense | 9,400 | 9,800 | $ 10,300 |
Computer equipment and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 46,183 | 50,073 | |
Land, buildings and leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 53,590 | 52,668 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,889 | 6,827 | |
Capitalized software development costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,955 | $ 4,983 |
Intangible Assets and Goodwil61
Intangible Assets and Goodwill (Schedule Of Intangible Assets) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross Carrying Amount | $ 200,083 | $ 78,473 |
Intangible Assets, Accumulated Amortization | (85,970) | (57,895) |
Total | 114,113 | 20,578 |
Purchased Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross Carrying Amount | 117,151 | 53,789 |
Intangible Assets, Accumulated Amortization | (54,963) | (39,575) |
Total | 62,188 | 14,214 |
Customer Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross Carrying Amount | 67,602 | 20,554 |
Intangible Assets, Accumulated Amortization | (25,493) | (15,195) |
Total | 42,109 | 5,359 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross Carrying Amount | 15,330 | 4,130 |
Intangible Assets, Accumulated Amortization | (5,514) | (3,125) |
Total | $ 9,816 | $ 1,005 |
Intangible Assets and Goodwil62
Intangible Assets and Goodwill (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | Oct. 31, 2015 | |
Goodwill [Line Items] | ||||
Intangible assets, amortization expense | $ 29,600,000 | $ 3,700,000 | $ 2,100,000 | |
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | |
Application Development and Deployment [Member] | ||||
Goodwill [Line Items] | ||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 16.00% |
Intangible Assets and Goodwil63
Intangible Assets and Goodwill (Schedule Of Future Amortization Expense From Intangible Assets Held) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 28,499 | |
2,017 | 28,499 | |
2,018 | 27,686 | |
2,019 | 26,561 | |
2,020 | 1,786 | |
Thereafter | 1,082 | |
Total | $ 114,113 | $ 20,578 |
Intangible Assets and Goodwil64
Intangible Assets and Goodwill (Summary Of Changes In The Carrying Amount Of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Goodwill [Roll Forward] | ||
Balance, beginning of year | $ 232,836 | $ 224,286 |
Additions | 137,472 | 8,690 |
Translation adjustments | (323) | (140) |
Balance, end of year | 369,985 | 232,836 |
OpenEdge [Member] | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 212,303 | |
Additions | 0 | |
Translation adjustments | (323) | |
Balance, end of year | 211,980 | 212,303 |
Data Connectivity and Integration [Member] | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 19,040 | |
Additions | 0 | |
Translation adjustments | 0 | |
Balance, end of year | 19,040 | 19,040 |
Application Development and Deployment [Member] | ||
Goodwill [Roll Forward] | ||
Balance, beginning of year | 1,493 | |
Additions | 137,472 | |
Translation adjustments | 0 | |
Balance, end of year | $ 138,965 | $ 1,493 |
Divestitures (Narrative) (Detai
Divestitures (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2013 | Feb. 28, 2013 | Aug. 31, 2013 | Nov. 30, 2013 | |
Apama [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Purchase price | $ 44,268 | |||
Consideration held in escrow | $ 4,500 | $ 4,500 | ||
Period to be held in Escrow | 18 months | |||
Distributor license agreement term | 3 years | |||
Reduction of total sales price | $ 700 | |||
Artix, Orbacus and Orbix [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Purchase price | $ 15,000 | |||
Indemnification obligation, maximum potential exposure | 1,000 | |||
Indemnification obligation, maximum potential exposure | $ 30 | |||
Actional, DataXtend, ObjectStore, Savvion, and Sonic [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Purchase price | $ 60,500 |
Divestitures (Income (Loss) fro
Divestitures (Income (Loss) from Discontinued Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2013 | Feb. 28, 2013 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | $ (450) | ||||
Income (loss) from discontinued operations, net | $ 0 | $ 0 | 35,130 | ||
Apama [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | 10,550 | ||||
Income (loss) before income taxes | (12,482) | ||||
Income tax provision (benefit) | (3,152) | ||||
Gain on sale, net of tax | $ 22,070 | 22,070 | |||
Income (loss) from discontinued operations, net | 12,740 | ||||
Artix, Orbacus and Orbix [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | 5,786 | ||||
Income (loss) before income taxes | 2,625 | ||||
Income tax provision (benefit) | (130) | ||||
Gain on sale, net of tax | $ 2,009 | 2,009 | |||
Income (loss) from discontinued operations, net | 4,764 | ||||
Actional, DataXtend, ObjectStore, Savvion, and Sonic [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income (loss) before income taxes | (980) | ||||
Income tax provision (benefit) | (248) | ||||
Gain on sale, net of tax | $ 18,358 | 18,358 | |||
Income (loss) from discontinued operations, net | $ 17,626 |
Divestitures (Gain on Sale) (De
Divestitures (Gain on Sale) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2013 | Feb. 28, 2013 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Less: net assets | |||||
Gain on sale | $ 0 | $ 0 | $ 71,601 | ||
Apama [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price | $ 44,268 | ||||
Less: transaction costs | 2,029 | ||||
Less: net assets | |||||
Accounts receivable | 2,426 | ||||
Other current assets | 428 | ||||
Goodwill and intangible assets | 6,991 | ||||
Other long-term assets | 426 | ||||
Deferred revenue | (3,917) | ||||
Gain on sale | 35,885 | ||||
Tax provision | 13,815 | ||||
Gain on sale, net of tax | $ 22,070 | 22,070 | |||
Artix, Orbacus and Orbix [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price | $ 15,000 | ||||
Less: transaction costs | 826 | ||||
Less: indemnification obligation | 30 | ||||
Less: net assets | |||||
Accounts receivable | 2,872 | ||||
Goodwill and intangible assets | 24,325 | ||||
Other assets | 20 | ||||
Impairment reserve | (8,601) | ||||
Deferred revenue | (6,481) | ||||
Gain on sale | 2,009 | ||||
Tax provision | 0 | ||||
Gain on sale, net of tax | 2,009 | 2,009 | |||
Actional, DataXtend, ObjectStore, Savvion, and Sonic [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Purchase price | 60,500 | ||||
Less: transaction costs | 1,211 | ||||
Less: net assets | |||||
Accounts receivable | 12,380 | ||||
Goodwill and intangible assets | 31,693 | ||||
Other assets | 976 | ||||
Deferred revenue | (19,168) | ||||
Other liabilities | (299) | ||||
Gain on sale | 33,707 | ||||
Tax provision | 15,349 | ||||
Gain on sale, net of tax | $ 18,358 | $ 18,358 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) | Dec. 02, 2014 | May. 13, 2014 | May. 24, 2013 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | Oct. 01, 2014 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 369,985,000 | $ 232,836,000 | $ 224,286,000 | ||||
Total stock-based compensation | 24,004,000 | 24,873,000 | 21,399,000 | ||||
Acquisition-related expenses | 4,239,000 | 5,862,000 | 3,204,000 | ||||
Total revenue | 377,554,000 | 332,533,000 | 333,996,000 | ||||
Income (loss) from continuing operations before income taxes | 12,354,000 | 77,804,000 | 62,783,000 | ||||
Intangible assets, amortization expense | 29,600,000 | 3,700,000 | 2,100,000 | ||||
Changes in fair value of contingent consideration obligation | (1,508,000) | 89,000 | 9,000 | ||||
Telerik AD [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 262,500,000 | ||||||
Total consideration paid to founders and key employees in restricted stock units | $ 10,500,000 | ||||||
Percent of total consideration deposited in escrow | 10.00% | ||||||
Identifiable intangible assets | $ 123,100,000 | 123,100,000 | |||||
Goodwill | 137,921,000 | 137,472,000 | |||||
Total stock-based compensation | 3,500,000 | ||||||
Acquisition-related expenses | $ 3,700,000 | ||||||
Deferred revenue, period for recognition | 1 year | ||||||
Earn-out provision | $ 2,500,000 | ||||||
Expense recognized related to contingent earn-out provisions | 2,200,000 | ||||||
Total revenue | 41,800,000 | ||||||
Income (loss) from continuing operations before income taxes | (54,100,000) | ||||||
Intangible assets, amortization expense | $ 24,600,000 | ||||||
Pro forma amortization expense | 123,100,000 | ||||||
Pro forma, Bulgaria statutory rate (as a percent) | 10.00% | ||||||
Pro forma, U.S. statutory rate (as a percent) | 37.00% | ||||||
Fair value of purchase consideration | 251,953,000 | $ 251,953,000 | |||||
BravePoint Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 2,257,000 | ||||||
Acquisition-related expenses | 1,200,000 | 200,000 | |||||
Equity interests (as a percent) | 100.00% | ||||||
Fair value of purchase consideration | $ 12,000,000 | ||||||
Modulus [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 15,000,000 | ||||||
Goodwill | $ 6,433,000 | ||||||
Acquisition-related expenses | $ 300,000 | ||||||
Equity interests (as a percent) | 100.00% | ||||||
Fair value of purchase consideration | $ 13,950,000 | ||||||
Purchase consideration, cash | 12,500,000 | ||||||
Purchase consideration, contingent consideration | $ 2,500,000 | ||||||
Expected payout period | 2 years | ||||||
Contingent consideration | $ 1,500,000 | ||||||
Contingent consideration, discount rate | 33.00% | ||||||
Changes in fair value of contingent consideration obligation | $ 1,500,000 | ||||||
Rollbase [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 9,900,000 | ||||||
Identifiable intangible assets | 7,960,000 | ||||||
Goodwill | $ 4,798,000 | ||||||
Earn-out provision | 5,400,000 | ||||||
Expense recognized related to contingent earn-out provisions | 700,000 | $ 2,800,000 | $ 1,900,000 | ||||
Equity interests (as a percent) | 100.00% | ||||||
Fair value of purchase consideration | $ 9,879,000 | ||||||
Purchase consideration, cash | 9,500,000 | ||||||
Purchase consideration, contingent consideration | $ 400,000 | ||||||
Expected payout period | 2 years | ||||||
Payments for contingent consideration liability | $ 2,700,000 | ||||||
Minimum [Member] | Modulus [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Probability milestones associated with contingent consideration will be achieved | 75.00% | ||||||
Intellectual Property [Member] | Telerik AD [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | 64,800,000 | ||||||
Purchased Technology [Member] | BravePoint Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | 1,810,000 | ||||||
Purchased Technology [Member] | Modulus [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | 7,320,000 | ||||||
Purchased Technology [Member] | Rollbase [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period for intangibles | 5 years | ||||||
Customer Relationships [Member] | Telerik AD [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | 47,100,000 | ||||||
Customer Relationships [Member] | Rollbase [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period for intangibles | 1 year | ||||||
Trademarks and Trade Names [Member] | Telerik AD [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | 11,200,000 | ||||||
Customer-Related [Member] | BravePoint Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 4,110,000 | ||||||
Customer-Related [Member] | Modulus [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets | $ 190,000 | ||||||
Credit Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of debt, face amount | $ 150,000,000 |
Business Combinations (Schedule
Business Combinations (Schedule of Net Assets Acquired) (Details) - USD ($) $ in Thousands | Oct. 01, 2014 | May. 13, 2014 | Nov. 30, 2015 | Nov. 30, 2015 | Dec. 02, 2014 | Nov. 30, 2014 | Nov. 30, 2013 | May. 24, 2013 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 369,985 | $ 369,985 | $ 232,836 | $ 224,286 | ||||
Telerik AD [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Net working capital | 8,222 | 8,222 | $ 7,909 | |||||
Measurement Period Adjustments, Net working capital | 313 | |||||||
Property and equipment | 3,078 | 3,078 | 3,108 | |||||
Measurement Period Adjustments, Property, plant and equipment | (30) | |||||||
Identifiable intangible assets | 123,100 | $ 123,100 | 123,100 | |||||
Measurement Period Adjustments, Identifiable intangible assets | 0 | |||||||
Acquired intangible assets life | 5 years | |||||||
Deferred taxes | (9,272) | $ (9,272) | (10,401) | |||||
Measurement Period Adjustments, Deferred taxes | (1,129) | |||||||
Deferred revenue | (7,915) | (7,915) | (7,915) | |||||
Measurement Period Adjustments, Deferred revenue | 0 | |||||||
Other non-current liabilities | (2,732) | (2,732) | (1,769) | |||||
Measurement Period Adjustments, Other non-current liabilities | 963 | |||||||
Goodwill | 137,472 | 137,472 | 137,921 | |||||
Measurement Period Adjustments, Goodwill | (449) | |||||||
Net assets acquired | $ 251,953 | $ 251,953 | $ 251,953 | |||||
BravePoint Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Net working capital | $ 2,902 | |||||||
Property and equipment | 735 | |||||||
Other assets | 16 | |||||||
Deferred revenue | (680) | |||||||
Goodwill | 2,257 | |||||||
Net assets acquired | 12,000 | |||||||
Modulus [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Net working capital | $ 7 | |||||||
Goodwill | 6,433 | |||||||
Net assets acquired | 13,950 | |||||||
Rollbase [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 50 | |||||||
Identifiable intangible assets | 7,960 | |||||||
Deferred taxes | (2,921) | |||||||
Goodwill | 4,798 | |||||||
Accounts payable and other liabilities | (8) | |||||||
Net assets acquired | $ 9,879 | |||||||
Rollbase [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets life | 1 year | |||||||
Rollbase [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired intangible assets life | 5 years | |||||||
Customer-Related [Member] | BravePoint Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets | $ 4,110 | |||||||
Acquired intangible assets life | 7 years | |||||||
Customer-Related [Member] | Modulus [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets | $ 190 | |||||||
Acquired intangible assets life | 7 years | |||||||
Trade Names [Member] | BravePoint Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets | $ 850 | |||||||
Acquired intangible assets life | 7 years | |||||||
Purchased Technology [Member] | BravePoint Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets | $ 1,810 | |||||||
Acquired intangible assets life | 3 years | |||||||
Purchased Technology [Member] | Modulus [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets | $ 7,320 | |||||||
Acquired intangible assets life | 7 years |
Business Combinations (Pro Form
Business Combinations (Pro Forma Information) (Details) - Telerik AD [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Nov. 30, 2014USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ 367,811 |
Net loss | $ (30,007) |
Net Loss per share basic and diluted share (in dollars per share) | $ / shares | $ (0.59) |
Term Loan and Line of Credit (D
Term Loan and Line of Credit (Details) - USD ($) | Dec. 02, 2014 | Nov. 30, 2015 | Nov. 30, 2014 |
Line of Credit Facility [Line Items] | |||
Due in next 12 months | $ 9,375,000 | ||
Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Term loan | $ 150,000,000 | ||
Unsecured credit facility | 150,000,000 | ||
Additional borrowing capacity available | $ 75,000,000 | ||
Average interest rate during period (as a percent) | 1.96% | ||
Interest rate at end period (as a percent) | 2.00% | ||
Amount outstanding | $ 144,400,000 | ||
Due in next 12 months | 9,400,000 | ||
Principal payments for years one and two | 1,900,000 | ||
Principal payments for years three and four | 3,800,000 | ||
Principal payments for years five and thereafter | 5,600,000 | ||
Debt issuance cost | 1,800,000 | ||
Amortization of debt issuance costs | $ 400,000 | $ 100,000 | |
Domestic subsidiary capital stock guaranteeing debt (as a percent) | 100.00% | ||
Foreign subsidiary capital stock guaranteeing debt (as a percent) | 65.00% | ||
Credit Agreement [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee (as a percent) | 0.25% | ||
Credit Agreement [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee (as a percent) | 0.40% | ||
Credit Agreement [Member] | Eurodollar [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Credit Agreement [Member] | Eurodollar [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 2.25% | ||
Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.50% | ||
Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.25% | ||
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility outstanding amount | $ 700,000 | ||
Letter of Credit [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Unsecured credit facility | 25,000,000 | ||
Line of credit facility outstanding amount | $ 500,000 | ||
Swing Line Loans [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Unsecured credit facility | $ 25,000,000 |
Term Loan and Line of Credit -
Term Loan and Line of Credit - Future Maturities (Details) $ in Thousands | Nov. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 9,375 |
2,017 | 15,000 |
2,018 | 15,000 |
2,019 | 105,000 |
Total | $ 144,375 |
Commitments and Contingencies73
Commitments and Contingencies (Future Minimum Rental Payments) (Details) $ in Thousands | Nov. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 7,060 |
2,017 | 6,299 |
2,018 | 4,419 |
2,019 | 4,737 |
2,020 | 2,836 |
Thereafter | 892 |
Total | $ 26,243 |
Commitments and Contingencies74
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense, net of sub-rental income | $ 8.6 | $ 6.5 | $ 6.5 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2013 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2011 | Sep. 30, 2015 | Jan. 31, 2014 | Nov. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Common stock, shares issued | 50,579,539 | 50,676,769 | ||||||
Common stock, shares outstanding | 50,579,539 | 50,676,769 | ||||||
Share repurchase program, authorized amount | $ 360,000,000 | $ 100,000,000 | $ 100,000,000 | $ 350,000,000 | ||||
Increase in common stock repurchase amount | $ 10,000,000 | |||||||
Common stock repurchased and retired (in shares) | 1,300,000 | 2,306,000 | 11,579,000 | |||||
Common stock repurchased and retired, value (in dollars) | $ 32,868,000 | $ 52,604,000 | $ 269,469,000 | |||||
Remaining authorized repurchase amount | $ 14,500,000 | $ 114,500,000 | ||||||
Deferred Stock Unit [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Deferred stock units, shares outstanding | 74,900 | |||||||
Deferred stock unit represents common stock, share | 1 | |||||||
Deferred stock units granted in period, shares | 21,700 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015USD ($)periodplan$ / sharesExecutivesshares | Nov. 30, 2014USD ($)$ / sharesExecutivesshares | Nov. 30, 2013USD ($)$ / sharesExecutivesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shareholder approved stock plans | plan | 1 | ||
Number of plans for which shareholder approval not required | plan | 2 | ||
Closing stock price on November 30, 2015 (in dollars per share) | $ / shares | $ 23.99 | ||
Unrecognized stock-based compensation expense, net of expected forfeitures | $ | $ 25,000 | ||
Costs are expected to be recognized, weighted average period | 1 year 8 months 12 days | ||
Number of executives whose employment was terminated | Executives | 3 | 2 | 5 |
Total stock-based compensation | $ | $ 24,004 | $ 24,873 | $ 21,399 |
Additional stock-based compensation expenses related to separation and acceleration vesting | $ | $ 300 | $ 1,200 | |
2008 Stock Option And Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issuable under stock plans (in shares) | 54,510,000 | ||
Shares available for grant under stock plans (in shares) | 5,678,772 | ||
2002 Nonqualified Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issuable under stock plans (in shares) | 9,750,000 | ||
Shares available for grant under stock plans (in shares) | 857,973 | ||
2004 Inducement Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issuable under stock plans (in shares) | 1,500,000 | ||
Shares available for grant under stock plans (in shares) | 583,021 | ||
Stock Options Granted Prior To Fiscal 2005 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 10 years | ||
Stock Options Granted From Fiscal 2005 Through Fiscal 2010 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 7 years | ||
Stock Options Granted In 2011 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 7 years | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issuable under stock plans (in shares) | 8,650,000 | ||
ESPP offering period | 27 months | ||
ESPP number of purchase periods | period | 9 | ||
ESPP purchase price (as a percent) | 85.00% | ||
Employee stock purchase plan, issued shares (in shares) | 226,000 | 203,000 | 281,000 |
Weighted average purchase price of shares (in dollars per share) | $ / shares | $ 19.58 | $ 17.84 | $ 15.28 |
Shares available and reserved for issuance (in shares) | 501,000 | ||
Weighted average estimated fair value of options granted, per share (in dollars per share) | $ / shares | $ 6.89 | $ 6.93 | $ 6.88 |
General and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ | $ 13,149 | $ 14,330 | $ 10,186 |
Additional stock-based compensation expenses related to separation and acceleration vesting | $ | 200 | 500 | |
Sales and marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ | 4,805 | 4,642 | $ 3,599 |
Additional stock-based compensation expenses related to separation and acceleration vesting | $ | $ 100 | $ 700 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days | 4 years 9 months 18 days |
Risk-free interest rate (as a percent) | 1.30% | 1.60% | 0.70% |
Weighted average estimated fair value of options granted, per share (in dollars per share) | $ / shares | $ 6.79 | $ 5.95 | $ 6.08 |
Stock Options [Member] | Stock Options Granted Prior To Fiscal 2005 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Stock Options [Member] | Stock Options Granted From Fiscal 2005 Through Fiscal 2010 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Stock Options [Member] | Stock Options Granted In 2011 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Stock Options [Member] | Stock Options Granted Since 2013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Number of common stock shares each restricted stock unit represents (in shares) | 1 | ||
Stock-based compensation service period | 3 years | 3 years | |
Restricted Stock Units (RSUs) [Member] | Long-Term Incentive Plan (LTIP) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 2 years 8 months 12 days | 2 years 10 months 24 days | |
Expected volatility (as a percent) | 32.10% | 32.50% | |
Risk-free interest rate (as a percent) | 0.90% | 0.70% | |
Accelerated Vesting [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation | $ | $ 1,400 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Nov. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Options outstanding, number of shares, beginning of year | shares | 1,215 |
Granted, number of shares | shares | 6 |
Exercised, number of shares | shares | (449) |
Canceled, number of shares | shares | (38) |
Options outstanding, number of shares, end of year | shares | 734 |
Exercisable, November 30, 2015, number of shares | shares | 728 |
Vested or expected to vest, November 30, 2015, number of shares | shares | 734 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Options outstanding, weighted average exercise price, beginning of year (in dollars per share) | $ / shares | $ 21.19 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | 25.76 |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | 18.64 |
Canceled, weighted average exercise price (in dollars per share) | $ / shares | 29.54 |
Options outstanding, weighted average exercise price, end of year (in dollars per share) | $ / shares | 22.35 |
Exercisable, November 30, 2015, weighted average exercise price (in dollars per share) | $ / shares | 22.31 |
Vested or expected to vest, November 30, 2015, weighted average exercise price (in dollars per share) | $ / shares | $ 22.35 |
Options Outstanding November 30, 2015, weighted average remaining contractual term (in years) | 1 year 10 months 13 days |
Exercisable, November 30, 2015 weighted average remaining contractual term (in years) | 1 year 10 months 2 days |
Vested or expected to vest, November 30, 2015, weighted average remaining contractual term (in years) | 1 year 10 months 13 days |
Options outstanding, November 30, 2015, aggregate intrinsic value | $ | $ 2,288 |
Exercisable, November 30, 2015, aggregate intrinsic value | $ | 2,288 |
Vested or expected to vest, November 30, 2015, aggregate intrinsic value | $ | $ 2,288 |
Stock-Based Compensation (Sum78
Stock-Based Compensation (Summary of Status of Restricted Stock Units) (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 12 Months Ended |
Nov. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |
Restricted stock units outstanding, number of shares, beginning of year | shares | 1,489 |
Granted, number of shares | shares | 1,692 |
Issued, number of shares | shares | (714) |
Canceled, number of shares | shares | (724) |
Restricted stock units outstanding, number of shares, end of year | shares | 1,743 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted average grant date fair value, beginning of year (in dollars per share) | $ / shares | $ 22.24 |
Weighted average grant date fair value, Granted (in dollars per share) | $ / shares | 25.39 |
Weighted average grant date fair value, Issued (in dollars per share) | $ / shares | 26.08 |
Weighted average grant date fair value, Canceled (in dollars per share) | $ / shares | 22.87 |
Weighted average grant date fair value, end of year (in dollars per share) | $ / shares | $ 24.42 |
Stock-Based Compensation (Fair
Stock-Based Compensation (Fair Value of Options and Employee Stock Purchase Plan) (Details) | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 28.00% | 28.40% | 31.90% |
Risk-free interest rate | 1.30% | 1.60% | 0.70% |
Expected life (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days | 4 years 9 months 18 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 21.10% | 25.10% | 31.80% |
Risk-free interest rate | 0.50% | 0.30% | 0.20% |
Expected life (in years) | 1 year 7 months 6 days | 1 year 7 months 6 days | 1 year 6 months |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation (Activ
Stock-Based Compensation (Activity Stock Options and Stock Awards) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of stock options on date exercised | $ 3,895 | $ 4,078 | $ 14,009 |
Total fair value of restricted stock units and deferred stock units on date vested | 18,714 | 20,093 | 16,758 |
Deferred Stock Unit [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of restricted stock units and deferred stock units on date vested | 93 | 130 | 127 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of restricted stock units and deferred stock units on date vested | $ 18,621 | $ 19,963 | $ 16,631 |
Stock-Based Compensation (Class
Stock-Based Compensation (Classification of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 24,004 | $ 24,873 | $ 21,399 |
Income tax benefit included in the provision for income taxes from continuing operations | 5,225 | 6,318 | 5,146 |
Cost of maintenance and services [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 617 | 612 | 601 |
Sales and marketing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 4,805 | 4,642 | 3,599 |
Product development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 5,433 | 5,289 | 4,723 |
General and administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 13,149 | 14,330 | 10,186 |
Stock based compensation included in continuing operations [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 24,004 | 24,873 | 19,109 |
Loss from discontinued operation [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 0 | $ 0 | $ 2,290 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Company contributions to the plan | $ 2.4 | $ 2.1 | $ 1.9 |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2015USD ($) | May. 31, 2015USD ($) | Feb. 28, 2015USD ($)facility | Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | Nov. 30, 2013USD ($) | Nov. 30, 2012USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | $ 12,989 | $ 2,294 | $ 13,017 | ||||
Restructuring reserve | $ 3,361 | 3,361 | 1,643 | 2,552 | $ 7,307 | ||
Excess Facilities and Other Costs [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 5,567 | 579 | 2,671 | ||||
Restructuring reserve | 412 | 412 | 416 | 1,184 | 603 | ||
Employee Severance and Related Benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 7,422 | 1,715 | 10,346 | ||||
Restructuring reserve | 2,949 | 2,949 | 1,227 | 1,368 | 6,704 | ||
2015 Restructuring Activities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 4,100 | 4,071 | |||||
Restructuring reserve | 2,617 | 2,617 | 0 | ||||
2015 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 963 | ||||||
Restructuring reserve | 0 | 0 | 0 | ||||
2015 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 3,108 | ||||||
Restructuring reserve | 2,617 | 2,617 | 0 | ||||
2014 Restructuring Activities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 1,336 | 1,664 | |||||
Restructuring reserve | 78 | 78 | 1,227 | 0 | |||
2014 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 130 | 0 | |||||
Restructuring reserve | 54 | 54 | 0 | 0 | |||
2014 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 1,206 | 1,664 | |||||
Restructuring reserve | 24 | 24 | 1,227 | 0 | |||
2012 and 2013 Restructuring Activities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 68 | 630 | 13,017 | ||||
Restructuring reserve | 149 | 149 | 416 | 2,552 | 7,032 | ||
2012 and 2013 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 68 | 579 | 2,671 | ||||
Restructuring reserve | 149 | 149 | 416 | 1,184 | 603 | ||
2012 and 2013 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 0 | 51 | 10,346 | ||||
Restructuring reserve | 0 | 0 | 0 | 1,368 | $ 6,429 | ||
Other Accrued Liabilities [Member] | 2015 Restructuring Activities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Short-term restructuring reserves | 2,600 | 2,600 | |||||
Other Accrued Liabilities [Member] | 2014 Restructuring Activities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring reserve | 100 | 100 | |||||
Other Accrued Liabilities [Member] | 2012 and 2013 Restructuring Activities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring reserve | 100 | 100 | |||||
Telerik AD [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of facilities closed | facility | 2 | ||||||
Impairment of long-lived assets held-for-use | $ 4,000 | ||||||
Telerik AD [Member] | 2015 Restructuring Activities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | $ 7,500 | 7,514 | |||||
Restructuring reserve | 518 | 518 | 0 | ||||
Telerik AD [Member] | 2015 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 4,406 | ||||||
Restructuring reserve | 209 | 209 | 0 | ||||
Telerik AD [Member] | 2015 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | 3,108 | ||||||
Restructuring reserve | 309 | 309 | $ 0 | ||||
Telerik AD [Member] | Other Accrued Liabilities [Member] | 2015 Restructuring Activities [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Short-term restructuring reserves | 500 | 500 | |||||
Level 3 [Member] | Nonrecurring Basis [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Property and equipment, estimated fair value | $ 60 | $ 60 | |||||
Level 3 [Member] | Nonrecurring Basis [Member] | Telerik AD [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Property and equipment, estimated fair value | $ 100 | ||||||
Income from Discontinued Operations, Net [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expenses | $ 1,000 |
Restructuring (Summary of Restr
Restructuring (Summary of Restructuring Activity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2015 | Feb. 28, 2015 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | $ 1,643 | $ 1,643 | $ 2,552 | $ 7,307 | |
Costs incurred | 12,989 | 2,294 | 13,017 | ||
Cash disbursements | (6,343) | (3,175) | (17,726) | ||
Asset impairment | (4,962) | (111) | |||
Translation adjustments and other | 34 | (28) | 65 | ||
Ending Balance | $ 3,361 | 3,361 | 1,643 | 2,552 | |
Excess Facilities and Other Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 416 | 416 | 1,184 | 603 | |
Costs incurred | 5,567 | 579 | 2,671 | ||
Cash disbursements | (690) | (1,316) | (1,933) | ||
Asset impairment | (4,962) | (111) | |||
Translation adjustments and other | 81 | (31) | (46) | ||
Ending Balance | 412 | 412 | 416 | 1,184 | |
Employee Severance and Related Benefits [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 1,227 | 1,227 | 1,368 | 6,704 | |
Costs incurred | 7,422 | 1,715 | 10,346 | ||
Cash disbursements | (5,653) | (1,859) | (15,793) | ||
Asset impairment | 0 | 0 | |||
Translation adjustments and other | (47) | 3 | 111 | ||
Ending Balance | 2,949 | 2,949 | 1,227 | 1,368 | |
2012 and 2013 Restructuring Activities [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 416 | 416 | 2,552 | 7,032 | |
Costs incurred | 68 | 630 | 13,017 | ||
Cash disbursements | (314) | (2,738) | (17,451) | ||
Asset impairment | (111) | ||||
Translation adjustments and other | (21) | (28) | 65 | ||
Ending Balance | 149 | 149 | 416 | 2,552 | |
2012 and 2013 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 416 | 416 | 1,184 | 603 | |
Costs incurred | 68 | 579 | 2,671 | ||
Cash disbursements | (314) | (1,316) | (1,933) | ||
Asset impairment | (111) | ||||
Translation adjustments and other | (21) | (31) | (46) | ||
Ending Balance | 149 | 149 | 416 | 1,184 | |
2012 and 2013 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 0 | 0 | 1,368 | 6,429 | |
Costs incurred | 0 | 51 | 10,346 | ||
Cash disbursements | 0 | (1,422) | (15,518) | ||
Asset impairment | 0 | ||||
Translation adjustments and other | 0 | 3 | 111 | ||
Ending Balance | 0 | 0 | 0 | 1,368 | |
2014 Restructuring Activities [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 1,227 | 1,227 | 0 | ||
Costs incurred | 1,336 | 1,664 | |||
Cash disbursements | (2,445) | (437) | |||
Translation adjustments and other | (40) | ||||
Ending Balance | 78 | 78 | 1,227 | 0 | |
2014 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 0 | 0 | 0 | ||
Costs incurred | 130 | 0 | |||
Cash disbursements | (76) | 0 | |||
Translation adjustments and other | 0 | ||||
Ending Balance | 54 | 54 | 0 | 0 | |
2014 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 1,227 | 1,227 | 0 | ||
Costs incurred | 1,206 | 1,664 | |||
Cash disbursements | (2,369) | (437) | |||
Translation adjustments and other | (40) | ||||
Ending Balance | 24 | 24 | 1,227 | $ 0 | |
2015 Restructuring Activities [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 0 | 0 | |||
Costs incurred | 4,100 | 4,071 | |||
Cash disbursements | (483) | ||||
Asset impairment | (963) | ||||
Translation adjustments and other | (8) | ||||
Ending Balance | 2,617 | 2,617 | 0 | ||
2015 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 0 | 0 | |||
Costs incurred | 963 | ||||
Cash disbursements | 0 | ||||
Asset impairment | (963) | ||||
Translation adjustments and other | 0 | ||||
Ending Balance | 0 | 0 | 0 | ||
2015 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 0 | 0 | |||
Costs incurred | 3,108 | ||||
Cash disbursements | (483) | ||||
Asset impairment | 0 | ||||
Translation adjustments and other | (8) | ||||
Ending Balance | 2,617 | 2,617 | 0 | ||
Telerik AD [Member] | 2015 Restructuring Activities [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 0 | 0 | |||
Costs incurred | 7,500 | 7,514 | |||
Cash disbursements | (3,101) | ||||
Asset impairment | (3,999) | ||||
Translation adjustments and other | 104 | ||||
Ending Balance | 518 | 518 | 0 | ||
Telerik AD [Member] | 2015 Restructuring Activities [Member] | Excess Facilities and Other Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | 0 | 0 | |||
Costs incurred | 4,406 | ||||
Cash disbursements | (300) | ||||
Asset impairment | (3,999) | ||||
Translation adjustments and other | 102 | ||||
Ending Balance | 209 | 209 | 0 | ||
Telerik AD [Member] | 2015 Restructuring Activities [Member] | Employee Severance and Related Benefits [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning Balance | $ 0 | 0 | |||
Costs incurred | 3,108 | ||||
Cash disbursements | (2,801) | ||||
Asset impairment | 0 | ||||
Translation adjustments and other | 2 | ||||
Ending Balance | $ 309 | $ 309 | $ 0 |
Income Taxes (Components Of Pre
Income Taxes (Components Of Pretax Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 62,813 | $ 68,882 | $ 54,495 |
Foreign | (50,459) | 8,922 | 8,288 |
Total | $ 12,354 | $ 77,804 | $ 62,783 |
Income Taxes (Provisions For In
Income Taxes (Provisions For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Current: | |||
Federal | $ 18,418 | $ 7,796 | $ 7,639 |
State | 1,526 | 765 | 1,583 |
Foreign | 3,056 | 4,751 | 2,165 |
Total current | 23,000 | 13,312 | 11,387 |
Deferred: | |||
Federal | 2,199 | 14,783 | 9,622 |
State | 60 | 730 | 329 |
Foreign | (4,104) | (479) | 1,668 |
Total deferred | (1,845) | 15,034 | 11,619 |
Total | $ 21,155 | $ 28,346 | $ 23,006 |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of The U.S. Federal Statutory Rate To The Effective Tax Rate) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Tax at U.S. Federal statutory rate | $ 4,324 | $ 27,231 | $ 21,972 |
Foreign rate differences | 16,945 | 1,320 | 932 |
Effects of foreign operations included in U.S. Federal provision | (996) | (1,821) | (427) |
State income taxes, net | 1,029 | 1,227 | 1,357 |
Research credits | (681) | (80) | (950) |
Domestic production activities deduction | (1,750) | (1,095) | (1,323) |
Tax-exempt interest | (51) | (80) | (129) |
Nondeductible stock-based compensation | 1,875 | 2,152 | 1,464 |
Meals and entertainment | 321 | 220 | 201 |
Compensation subject to 162(m) | 228 | 350 | 0 |
Uncertain tax positions and tax settlements | (332) | (123) | 633 |
Other | 243 | (955) | (724) |
Total | $ 21,155 | $ 28,346 | $ 23,006 |
Income Taxes (Summary Of Deferr
Income Taxes (Summary Of Deferred Taxes) (Details) - USD ($) $ in Thousands | Nov. 30, 2015 | Nov. 30, 2014 |
Deferred tax assets: | ||
Accounts receivable | $ 628 | $ 632 |
Other assets | 761 | 762 |
Accrued compensation | 3,421 | 2,666 |
Accrued liabilities and other | 4,945 | 7,096 |
Stock-based compensation | 4,902 | 4,558 |
Deferred revenue | 798 | 0 |
Tax credit and loss carryforwards | 29,351 | 30,769 |
Gross deferred tax assets | 44,806 | 46,483 |
Valuation allowance | (8,160) | (9,687) |
Total deferred tax assets | 36,646 | 36,796 |
Deferred tax liabilities: | ||
Goodwill | (21,580) | (19,777) |
Deferred revenue | 0 | (672) |
Depreciation and amortization | (11,207) | (4,327) |
Total deferred tax liabilities | (32,787) | (24,776) |
Total | $ 3,859 | $ 12,020 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2012 | |
Operating Loss Carryforwards [Line Items] | ||||
Decrease in valuation allowance | $ 1,500 | $ 3,300 | $ 1,400 | |
Cumulative undistributed foreign earnings | 18,400 | |||
Unrecognized tax benefits | 4,779 | 1,711 | $ 1,022 | $ 2,192 |
Deferred tax assets related to operating loss carryforwards, not recorded | 2,200 | |||
Accrued estimated interest and penalties | 400 | $ 200 | ||
2030 Expiration [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 86,500 | |||
Indefinite-Lived Carryforwards [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 1,100 | |||
Tax credit carryforwards | 2,100 | |||
2031 Expiration [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforwards | 8,400 | |||
Other Noncurrent Liabilities [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits | $ 2,600 |
Income Taxes (Reconciliation 90
Income Taxes (Reconciliation Of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Balance, beginning of year | $ 1,711 | $ 1,022 | $ 2,192 |
Tax positions related to current year | 107 | 849 | 189 |
Settlements with tax authorities | (39) | 0 | (1,176) |
Tax positions acquired | 4,464 | 0 | 0 |
Lapses due to expiration of the statute of limitations | (1,464) | (160) | (183) |
Balance, end of year | $ 4,779 | $ 1,711 | $ 1,022 |
(Loss) Earnings Per Share (Narr
(Loss) Earnings Per Share (Narrative) (Details) - shares shares in Thousands | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Earnings Per Share [Abstract] | |||
Number of shares excluded from the calculation of diluted earnings per share | 2,552 | 355 | 744 |
(Loss) Earnings Per Share (Calc
(Loss) Earnings Per Share (Calculation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2015 | Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
(Loss) income from continuing operations (in dollars) | $ (8,801) | $ 49,458 | $ 39,777 | ||||||||
Weighted average shares outstanding (in shares) | 50,391 | 50,840 | 54,516 | ||||||||
Dilutive impact from common stock equivalents (in shares) | 0 | 626 | 863 | ||||||||
Diluted weighted average shares outstanding (in shares) | 50,391 | 51,466 | 55,379 | ||||||||
Basic (loss) earnings per share (in dollars per share) | $ (0.19) | $ (0.08) | $ 0.11 | $ (0.02) | $ 0.29 | $ 0.22 | $ 0.25 | $ 0.22 | $ (0.17) | $ 0.97 | $ 0.73 |
Diluted (loss) earnings per share (in dollars per share) | $ (0.19) | $ (0.08) | $ 0.11 | $ (0.02) | $ 0.28 | $ 0.22 | $ 0.25 | $ 0.21 | $ (0.17) | $ 0.96 | $ 0.72 |
Business Segments and Interna93
Business Segments and International Operations (Income from Continuing Operations by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2015 | Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total revenue | $ 377,554 | $ 332,533 | $ 333,996 | ||||||||
Total costs of revenue and operating expenses | 130,290 | 92,473 | 97,684 | ||||||||
Total contribution margin | 247,264 | 240,060 | 236,312 | ||||||||
Other unallocated expenses | 232,510 | 159,320 | 172,572 | ||||||||
Income from operations | $ 20,081 | $ 8,594 | $ (2,735) | $ (11,186) | $ 27,027 | $ 19,431 | $ 20,280 | $ 14,002 | 14,754 | 80,740 | 63,740 |
Other expense, net | (2,400) | (2,936) | (957) | ||||||||
Income from continuing operations before income taxes | 12,354 | 77,804 | 62,783 | ||||||||
OpenEdge [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total revenue | 295,934 | 296,721 | 293,508 | ||||||||
Total costs of revenue and operating expenses | 77,085 | 70,811 | 83,675 | ||||||||
Total contribution margin | 218,849 | 225,910 | 209,833 | ||||||||
Data Connectivity and Integration [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total revenue | 37,926 | 34,772 | 40,089 | ||||||||
Total costs of revenue and operating expenses | 13,819 | 12,308 | 12,397 | ||||||||
Total contribution margin | 24,107 | 22,464 | 27,692 | ||||||||
Application Development and Deployment [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Total revenue | 43,694 | 1,040 | 399 | ||||||||
Total costs of revenue and operating expenses | 39,386 | 9,354 | 1,612 | ||||||||
Total contribution margin | $ 4,308 | $ (8,314) | $ (1,213) |
Business Segments and Interna94
Business Segments and International Operations (Revenue from External Customers by Revenue Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2015 | Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Segment Reporting [Abstract] | |||||||||||
Software licenses | $ 130,250 | $ 117,801 | $ 122,312 | ||||||||
Maintenance | 217,718 | 202,496 | 202,857 | ||||||||
Professional services | 29,586 | 12,236 | 8,827 | ||||||||
Total revenue | $ 112,719 | $ 94,637 | $ 88,817 | $ 81,381 | $ 97,894 | $ 79,274 | $ 80,827 | $ 74,538 | $ 377,554 | $ 332,533 | $ 333,996 |
Business Segments and Interna95
Business Segments and International Operations (Revenue from External Customers from Different Geographical Areas) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2015 | Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Revenue from External Customer [Line Items] | |||||||||||
Total revenue | $ 112,719 | $ 94,637 | $ 88,817 | $ 81,381 | $ 97,894 | $ 79,274 | $ 80,827 | $ 74,538 | $ 377,554 | $ 332,533 | $ 333,996 |
United States [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total revenue | 193,665 | 137,105 | 140,020 | ||||||||
Canada [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total revenue | 13,901 | 13,611 | 14,259 | ||||||||
EMEA [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total revenue | 124,171 | 131,335 | 133,600 | ||||||||
Latin America [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total revenue | 17,594 | 24,917 | 25,370 | ||||||||
Asia Pacific [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Total revenue | $ 28,223 | $ 25,565 | $ 20,747 |
Business Segments and Interna96
Business Segments and International Operations (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2015USD ($)Segments | Nov. 30, 2014USD ($) | Nov. 30, 2013USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | Segments | 3 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 54,226 | $ 59,351 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 50,300 | 56,900 | $ 53,600 |
Outside United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 3,900 | $ 2,500 | $ 3,400 |
Selected Quarterly Financial 97
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2015 | Aug. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | May. 31, 2014 | Feb. 28, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 112,719 | $ 94,637 | $ 88,817 | $ 81,381 | $ 97,894 | $ 79,274 | $ 80,827 | $ 74,538 | $ 377,554 | $ 332,533 | $ 333,996 |
Gross profit | 97,483 | 79,505 | 73,071 | 63,753 | 86,755 | 71,413 | 73,449 | 66,657 | 313,812 | 298,274 | 299,014 |
(Loss) income from operations | 20,081 | 8,594 | (2,735) | (11,186) | 27,027 | 19,431 | 20,280 | 14,002 | 14,754 | 80,740 | 63,740 |
Net (loss) income | $ (9,473) | $ (4,126) | $ 5,769 | $ (971) | $ 14,464 | $ 11,095 | $ 12,799 | $ 11,100 | $ (8,801) | $ 49,458 | $ 74,907 |
Basic (loss) earnings per share (in dollars per share) | $ (0.19) | $ (0.08) | $ 0.11 | $ (0.02) | $ 0.29 | $ 0.22 | $ 0.25 | $ 0.22 | $ (0.17) | $ 0.97 | $ 0.73 |
Diluted (loss) earnings per share (in dollars per share) | $ (0.19) | $ (0.08) | $ 0.11 | $ (0.02) | $ 0.28 | $ 0.22 | $ 0.25 | $ 0.21 | $ (0.17) | $ 0.96 | $ 0.72 |
Related Party Transactions (Det
Related Party Transactions (Details) - Licensing Agreements [Member] | 12 Months Ended |
Nov. 30, 2015USD ($)agreement | |
Chief Executive Officer [Member] | |
Related Party Transaction [Line Items] | |
Number of license agreements entered into | agreement | 2 |
Revenue from related parties | $ 400,000 |
Deferred license and maintenance revenue | 200,000 |
Accounts receivable from related party | $ 0 |
Director [Member] | |
Related Party Transaction [Line Items] | |
Number of license agreements entered into | agreement | 2 |
Revenue from related parties | $ 700,000 |
Accounts receivable from related party | $ 400,000 |