PROGRESS SOFTWARE CORP /MA 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Progress Software Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Progress Software Corporation and subsidiaries (the "Company") as of November 30, 2020 and 2019, the related consolidated statements of operation, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended November 30, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of November 30, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 27, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue recognition - Refer to Note 1 to the financial statements Critical Audit Matter Description The Company derives revenue from multiple sources, including software licenses, maintenance and services. Frequently, the customer arrangements provide software licenses combined with maintenance and therefore including multiple performance obligations under ASC 606, Revenue from Contracts with Customer. The identification of performance obligations of the arrangement, particularly for more complex customer arrangements, requires a detailed analysis of the contractual terms and application of more complex accounting guidance. In addition, the allocation of the transaction price to each performance obligations within an arrangement (license, maintenance and services) and the timing of revenue recognition, requires the application of management judgment. Revenue arrangements with higher contract values frequently require more complex management judgments. Given the accounting complexity and the management judgment necessary to identify performance obligations in the arrangement and determine the timing and allocation of revenue in arrangements with multiple performance obligations, 46 auditing revenue recognition for such arrangements required a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the recognition of revenue from multiple-performance-obligation arrangements included the following, among others: • We tested the effectiveness of controls over revenue recognition, including those over the identification of performance obligations included in the transaction, the allocation of transaction price to these performance obligations, the timing of revenue recognition. • We evaluated the Company’s accounting policies in the context of the applicable accounting standards. • We evaluated the appropriateness and consistency of the methods and assumptions used by management to determine the standalone selling price of delivered and undelivered performance obligations of the arrangement. • We selected a sample of revenue arrangements, including those arrangements that we considered individually significant, and performed the following: – We obtained related contracts and evaluated whether the contracts properly documented the terms of the arrangements in accordance with the Company’s policies. – We tested management’s identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were highly interdependent and interrelated. – We evaluated whether the Company appropriately determined all performance obligations in the arrangement and whether the methodology to allocate the transaction price to the individual performance obligation was appropriately applied based on their stand-alone selling prices. – We compared the transaction price to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers. – We tested the allocation of the transaction price to each distinct performance obligation by comparing the relative standalone selling prices to the selling prices of similar goods or services. – We evaluated whether the value allocated to each performance obligation was appropriately recognized in the correct accounting period. – We obtained evidence of delivery of the performance obligations of the arrangement to the customer. Chef Acquisition - Refer to Note 7 to the financial statements Critical Audit Matter Description The Company completed the acquisition of Chef Software, Inc. (“Chef”) for cash consideration of approximately $220 million on October 5, 2020. The Company accounted for the acquisition of Chef under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The method for determining fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as the discount rates, customer attrition, and revenue growth projections. We identified the valuation of the intangible assets of Chef as a critical audit matter because of the significant estimates management makes to determine their fair value. This requires a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions related to the discount rates, customer attrition, and revenue growth projections. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the fair value of assets acquired and liabilities assumed for Chef included the following, among others: • We tested the effectiveness of controls over the valuation of intangible assets, including management’s controls over forecasts of revenue growth projections, customer attrition rate, and selection of the discount rate. • We assessed the reasonableness of management’s revenue growth projections and customer attrition rate by comparing these assumptions to historical results and certain peer companies. • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) valuation assumptions by: – Testing the source information underlying the determination of the valuation assumptions and testing the mathematical accuracy of the calculation. 47 – Developing a range of independent estimates and comparing those to the assumptions selected by management. – Evaluating whether the fair value models being used is appropriate considering the Company’s circumstances and valuation premise identified. • We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit. /s/ Deloitte & Touche LLP Boston, Massachusetts January 27, 2021 We have served as the Company's auditor since 1990. 48 PROGRESS SOFTWARE CORPORATION Consolidated Balance Sheets (In thousands, except share data) November 30, 2020 November 30, 2019 Assets Current assets: Cash and cash equivalents $ 97,990 $ 154,259 Short-term investments 8,005 19,426 Total cash, cash equivalents and short-term investments 105,995 173,685 Accounts receivable (less allowances of $ 1,315 in 2020 and $ 825 in 2019) 84,040 72,820 Unbilled receivables and contract assets 24,917 10,880 Other current assets 23,983 27,280 Total current assets 238,935 284,665 Long-term unbilled receivables and contract assets 17,133 12,492 Property and equipment, net 29,817 29,765 Intangible assets, net 212,747 99,392 Goodwill 491,726 432,824 Right-of-use lease assets 30,635 — Deferred tax assets 14,490 18,601 Other assets 6,299 3,532 Total assets $ 1,041,782 $ 881,271 Liabilities and shareholders’ equity Current liabilities: Current portion of long-term debt, net $ 18,242 $ 10,717 Accounts payable 9,978 10,603 Accrued compensation and related taxes 36,816 34,444 Dividends payable to shareholders 7,904 7,498 Short-term operating lease liabilities 7,015 — Income taxes payable 1,899 1,444 Other accrued liabilities 14,302 18,685 Short-term deferred revenue 166,387 157,494 Total current liabilities 262,543 240,885 Long-term debt, net 364,260 284,002 Long-term operating lease liabilities 26,966 — Long-term deferred revenue 26,908 19,752 Other noncurrent liabilities 15,092 6,350 Commitments and contingencies (Note 10) Shareholders’ equity: Preferred stock, $ 0.01 par value; authorized, 10,000,000 shares; issued, none — — Common stock, $ 0.01 par value, and additional paid-in capital; authorized, 200,000,000 shares; issued and outstanding, 44,240,635 shares in 2020 and 45,036,441 shares in 2019 442 450 Additional paid-in capital 305,802 295,503 Retained earnings 72,547 64,303 Accumulated other comprehensive loss ( 32,778 ) ( 29,974 ) Total shareholders’ equity 346,013 330,282 Total liabilities and shareholders’ equity $ 1,041,782 $ 881,271 See notes to consolidated financial statements. 49 PROGRESS SOFTWARE CORPORATION Consolidated Statements of Operations Fiscal Year Ended (In thousands, except per share data) November 30, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Revenue: Software licenses $ 115,249 $ 122,552 $ 99,800 Maintenance and services 326,901 290,746 279,181 Total revenue 442,150 413,298 378,981 Costs of revenue: Cost of software licenses 4,473 4,894 4,769 Cost of maintenance and services 49,744 44,463 39,470 Amortization of acquired intangibles 7,897 25,884 22,734 Total costs of revenue 62,114 75,241 66,973 Gross profit 380,036 338,057 312,008 Operating expenses: Sales and marketing 100,113 101,701 93,036 Product development 88,599 88,572 79,739 General and administrative 54,004 53,360 49,050 Amortization of acquired intangibles 20,049 22,255 13,241 Impairment of intangible and long-lived assets — 24,096 — Restructuring expenses 5,906 6,331 2,251 Acquisition-related expenses 3,637 1,658 258 Loss on assets held for sale — — 5,147 Fees related to shareholder activist — — 1,472 Total operating expenses 272,308 297,973 244,194 Income from operations 107,728 40,084 67,814 Other (expense) income: Interest expense ( 10,170 ) ( 9,913 ) ( 5,149 ) Interest income and other, net 1,495 1,143 1,220 Foreign currency loss, net ( 2,418 ) ( 2,819 ) ( 3,089 ) Total other expense, net ( 11,093 ) ( 11,589 ) ( 7,018 ) Income before income taxes 96,635 28,495 60,796 Provision for income taxes 16,913 2,095 11,126 Net income $ 79,722 $ 26,400 $ 49,670 Earnings per share: Basic $ 1.78 $ 0.59 $ 1.09 Diluted $ 1.76 $ 0.58 $ 1.08 Weighted average shares outstanding: Basic 44,886 44,791 45,561 Diluted 45,321 45,340 46,135 Cash dividends declared per common share $ 0.670 $ 0.630 $ 0.575 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. See notes to consolidated financial statements. 50 PROGRESS SOFTWARE CORPORATION Consolidated Statements of Comprehensive Income Fiscal Year Ended (In thousands) November 30, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Net income $ 79,722 $ 26,400 $ 49,670 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments 777 ( 420 ) ( 9,796 ) Unrealized loss on hedging activity, net of tax benefit of $ 1,176 in 2020 and $ 503 in 2019, respectively ( 3,625 ) ( 1,551 ) — Unrealized gain on investments, net of tax provision of $ 32 , $ 60 and $ 57 in 2020, 2019 and 2018, respectively 44 173 26 Total other comprehensive (loss), net of tax ( 2,804 ) ( 1,798 ) ( 9,770 ) Comprehensive income $ 76,918 $ 24,602 $ 39,900 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. See notes to consolidated financial statements. 51 PROGRESS SOFTWARE CORPORATION Consolidated Statements of Shareholders’ Equity Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders' Equity (in thousands) Number of Shares Amount Balance, December 1, 2017, as adjusted (1) 47,281 $ 473 $ 249,363 $ 172,951 $ ( 18,406 ) $ 404,381 Issuance of stock under employee stock purchase plan 225 2 5,456 — — 5,458 Exercise of stock options 189 2 3,856 — — 3,858 Vesting of restricted stock units and release of deferred stock units 407 4 — — — 4 Withholding tax payments related to net issuance of restricted stock units ( 108 ) ( 1 ) ( 3,998 ) — — ( 3,999 ) Stock-based compensation — — 20,569 — — 20,569 Adjustment due to adoption of ASU 2016-09 (Note 1) — — 641 ( 641 ) — — Dividends declared — — — ( 26,169 ) — ( 26,169 ) Treasury stock repurchases and retirements ( 2,879 ) ( 29 ) ( 9,285 ) ( 110,686 ) — ( 120,000 ) Net income — — — 49,670 — 49,670 Other comprehensive income — — — — ( 9,770 ) ( 9,770 ) Balance, November 30, 2018, as adjusted (1) 45,115 $ 451 $ 266,602 $ 85,125 $ ( 28,176 ) $ 324,002 Issuance of stock under employee stock purchase plan 189 2 5,505 — — 5,507 Exercise of stock options 119 1 3,620 — — 3,621 Vesting of restricted stock units and release of deferred stock units 364 4 ( 1 ) — — 3 Withholding tax payments related to net issuance of restricted stock units ( 106 ) ( 1 ) ( 4,277 ) — — ( 4,278 ) Stock-based compensation — — 23,311 — — 23,311 Issuance of shares related to non-compete agreement (Note 7) 44 — 2,000 — — 2,000 Adjustment due to adoption of ASU 2016-16 (Note 1) — — — 4,781 — 4,781 Dividends declared — — — ( 28,267 ) — ( 28,267 ) Treasury stock repurchases and retirements ( 688 ) ( 7 ) ( 1,257 ) ( 23,736 ) — ( 25,000 ) Net income — — — 26,400 — 26,400 Other comprehensive loss — — — — ( 1,798 ) ( 1,798 ) Balance, November 30, 2019 45,037 $ 450 $ 295,503 $ 64,303 $ ( 29,974 ) $ 330,282 52 Issuance of stock under employee stock purchase plan 237 2 6,604 — — 6,606 Exercise of stock options 137 1 4,360 — — 4,361 Vesting of restricted stock units and release of deferred stock units 416 4 ( 4 ) — — — Withholding tax payments related to net issuance of restricted stock units ( 140 ) ( 1 ) ( 5,330 ) — — ( 5,331 ) Stock-based compensation — — 23,482 — — 23,482 Dividends declared — — — ( 30,305 ) — ( 30,305 ) Treasury stock repurchases and retirements ( 1,446 ) ( 14 ) ( 18,813 ) ( 41,173 ) — ( 60,000 ) Net income — — — 79,722 — 79,722 Other comprehensive loss — — — — ( 2,804 ) ( 2,804 ) Balance, November 30, 2020 44,241 $ 442 $ 305,802 $ 72,547 $ ( 32,778 ) $ 346,013 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. See notes to consolidated financial statements. 53 PROGRESS SOFTWARE CORPORATION Consolidated Statements of Cash Flows Fiscal Year Ended (In thousands) November 30, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Cash flows from operating activities: Net income $ 79,722 $ 26,400 $ 49,670 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment 6,144 7,552 6,941 Amortization of acquired intangibles and other 28,621 49,127 37,561 Stock-based compensation 23,482 23,311 20,569 Non-cash lease expense 8,609 — — Loss on disposal of property and equipment 1,025 376 390 Loss on assets held for sale — — 5,147 Impairment of intangible and long-lived assets — 24,096 — Deferred income taxes ( 2,622 ) ( 14,869 ) ( 2,328 ) Allowances for bad debt and sales credits 164 546 262 Gain on sale of intangible assets ( 889 ) — — Changes in operating assets and liabilities: Accounts receivable and unbilled receivables 10,682 ( 24,655 ) 18,708 Other assets 1,561 ( 1,902 ) ( 10,332 ) Accounts payable and accrued liabilities ( 4,974 ) 9,116 ( 11,842 ) Lease liabilities ( 8,101 ) — — Income taxes payable 3 ( 454 ) ( 2,890 ) Deferred revenue 1,420 29,840 9,496 Net cash flows from operating activities 144,847 128,484 121,352 Cash flows (used in) from investing activities: Purchases of investments ( 5,009 ) ( 10,550 ) ( 8,258 ) Sales and maturities of investments 16,401 25,320 23,101 Purchases of property and equipment ( 6,517 ) ( 3,998 ) ( 7,250 ) Payments for acquisitions, net of cash acquired ( 213,057 ) ( 225,298 ) — Proceeds from sale of long-lived assets, net 889 6,146 Net cash flows (used in) from investing activities ( 207,293 ) ( 208,380 ) 7,593 Cash flows from (used in) financing activities: Proceeds from stock-based compensation plans 11,099 9,265 9,205 Payments for taxes related to net share settlements of equity awards ( 5,331 ) ( 4,278 ) ( 3,999 ) Repurchases of common stock ( 60,000 ) ( 25,000 ) ( 120,000 ) Dividend payments to shareholders ( 29,900 ) ( 27,760 ) ( 25,789 ) Proceeds from the issuance of debt 98,500 184,985 — Payment of principal on long-term debt ( 11,288 ) ( 5,309 ) ( 6,188 ) Payment of issuance costs for long-term debt — ( 1,611 ) — Net cash flows from (used in) financing activities 3,080 130,292 ( 146,771 ) Effect of exchange rate changes on cash 3,097 ( 1,263 ) ( 10,512 ) Net (decrease) increase in cash and cash equivalents ( 56,269 ) 49,133 ( 28,338 ) Cash and cash equivalents, beginning of year 154,259 105,126 133,464 Cash and cash equivalents, end of year $ 97,990 $ 154,259 $ 105,126 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. 54 Supplemental disclosure: Cash paid for income taxes, net of refunds of $ 724 in 2020, $ 1,385 in 2019 and $ 909 in 2018 $ 16,107 $ 16,340 $ 25,451 Cash paid for interest $ 9,175 $ 8,666 $ 4,220 Non-cash investing and financing activities: Total fair value of restricted stock awards, restricted stock units and deferred stock units on date vested $ 17,046 $ 16,573 $ 16,431 Dividends declared $ 7,904 $ 7,498 $ 6,998 See notes to consolidated financial statements. 55 PROGRESS SOFTWARE CORPORATION Notes to Consolidated Financial Statements Note 1: Nature of Business and Summary of Significant Accounting Policies The Company Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") provides the best products to develop, deploy and manage high-impact business applications. Our comprehensive product stack is designed to make technology teams more productive and we have a deep commitment to the developer community, both open source and commercial alike. With Progress, organizations can accelerate the creation and delivery of strategic business applications, automate the process by which apps are configured, deployed and scaled, and make critical data and content more accessible and secure—leading to competitive differentiation and business success. Over 1,700 independent software vendors ("ISVs"), 100,000 enterprise customers, and three million developers rely on Progress to power their applications. Our products are generally sold as perpetual licenses, but certain products also use term licensing models and our cloud-based offerings use a subscription-based model. More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally ISVs, original equipment manufacturers ("OEMs"), distributors and value-added resellers. ISVs develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology. OEMs are companies that embed our products into their own software products or devices. Value-added resellers are companies that add features or services to our product, then resell it as an integrated product or complete "turn-key" solution. We operate in North America 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 amount of revenue recognition, including the determination of the nature and timing of the satisfaction of performance obligations, the standalone selling price of performance obligations, and the transaction price allocated to performance obligations; the realization of tax assets and estimates of tax liabilities; fair values of investments in marketable securities; 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 56 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, 2020, 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. 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, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Beginning balance $ 667 $ 574 $ 498 ASC 606 adjustment — — 88 Charge to costs and expenses 429 606 216 Write-offs and other ( 169 ) ( 457 ) ( 232 ) Translation adjustments ( 41 ) ( 56 ) 4 Ending balance $ 886 $ 667 $ 574 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. 57 A summary of activity in the allowance for sales credit memos is as follows (in thousands): November 30, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Beginning balance $ 158 $ 266 $ 178 ASC 606 adjustment — — 41 Charge (credit) to revenue 265 ( 60 ) 46 Write-offs and other — ( 46 ) — Translation adjustments 6 ( 2 ) 1 Ending balance $ 429 $ 158 $ 266 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. 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 2020, 2019 or 2018. 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. 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 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. Cash Flow Hedge We entered into an interest rate swap contract in July 2019 to manage the variability of cash flows associated with approximately one-half of our variable rate debt. We have designated the interes t rate swap as a cash flow hedge and we assessed the hedge's effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative. To the extent that the interest rate swap is highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the derivative are included as a component of other comprehensive loss on our consolidated balance sheets. Although we determined at the onset of the hedge that the interest rate swap will be a highly effective hedge throughout the term of the contract, any portion of the fair value swap subsequently determined to be ineffective will be recognized in earnings. Forward Contracts 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 58 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, 2020, 2019, and 2018, there were no internal use software development costs capitalized. We did no t incur any amortization expense related to internal use software development costs during the fiscal years ended November 30, 2020 and 2019 as these costs were fully amortized as of November 30, 2018. Amortization expense related to internal use software totaled $ 0.2 million during the fiscal year ended November 30, 2018. 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 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. We did no t recognize any goodwill impairment charges during fiscal years 2020, 2019, or 2018. Intangible assets are comprised of purchased technology, customer-related assets, and trademarks and trade names acquired through business combinations (Note 7). 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. During fiscal year 2019, we recorded a $ 22.7 million asset impairment charge, which was primarily applicable to the intangible assets obtained in connection with our acquisitions of DataRPM and Kinvey during the second and third quarters of fiscal year 2017, respectively (Note 4). 59 We classify long-lived assets to be sold as held for sale in the period in which: (i) we have approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale are initially measured at the lower of the carrying value or the fair value less cost to sell. Losses resulting from this measurement are recognized in the period in which the held for sale criteria are met while gains are not recognized until the date of sale. Once designated as held for sale, we stop recording depreciation expense on the asset. We assess the fair value less cost to sell of long-lived assets held for sale at each reporting period until it no longer meets this classification. In the fourth quarter of fiscal year 2018, we reclassified certain corporate land and building assets previously reported as property and equipment to assets held for sale on our consolidated balance sheet. As the fair value less cost to sell was less than the carrying value of these assets, we recognized an impairment charge of $ 5.1 million. We sold these long-lived assets during fiscal year 2019 and recognized a net gain on the sale of approximately $ 0.1 million. During the fourth quarter of fiscal year 2019, we incurred an additional asset impairment charge of $ 1.4 million related to the abandonment of certain long-lived assets associated with this sale of corporate land and buildings. The fair value of the assets held for sale was measured using third-party valuation models, which included a discounted cash flow analysis. Comprehensive (Loss) Income The components of comprehensive loss include, in addition to net income, foreign currency translation adjustments and unrealized gains and losses on investments and hedging activity. Accumulated other comprehensive loss by components, net of tax (in thousands): Foreign Currency Translation Adjustment Unrealized (Losses) Gains on Investments Unrealized Losses on Hedging Activity Total Balance, December 1, 2018 $ ( 27,973 ) $ ( 203 ) $ — $ ( 28,176 ) Other comprehensive (loss) income ( 420 ) 173 ( 1,551 ) ( 1,798 ) Balance, December 1, 2019 $ ( 28,393 ) $ ( 30 ) $ ( 1,551 ) $ ( 29,974 ) Other comprehensive (loss) income 777 44 ( 3,625 ) ( 2,804 ) Balance, November 30, 2020 $ ( 27,616 ) $ 14 $ ( 5,176 ) $ ( 32,778 ) The tax effect on accumulated unrealized losses on hedging activity and unrealized (losses) gains on investments was $ 1.6 million, $ 0.4 million and minimal as of November 30, 2020, November 30, 2019, and November 30, 2018, respectively. Revenue Recognition Revenue Policy We derive our revenue primarily from software licenses and maintenance and services. Our license arrangements generally contain multiple performance obligations, including software maintenance services. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We recognize revenue through the application of the following steps: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to performance obligations in the contract; and (v) recognition of revenue when or as we satisfy the performance obligations. Sales taxes collected from customers and remitted to government authorities are excluded from revenue and we do not license our software with a right of return. 60 Software Licenses Software licenses are on-premise and fully functional when made available to the customer. As the customer can use and benefit from the license on its own, on-premise software licenses represent distinct performance obligations. Revenue is recognized upfront at the point in time when control is transferred, which is defined as the point in time when the client can use and benefit from the license. Our licenses are sold as perpetual or term licenses, and the arrangements typically contain various combinations of maintenance and services, which are generally accounted for as separate performance obligations. We use the residual approach to allocate the transaction price to our software license performance obligations because, due to the pricing of our licenses being highly variable, they do not have an observable stand-alone selling price ("SSP"). As required, we evaluate the residual approach estimate compared to all available observable data in order to conclude the estimate is representative of its SSP. Perpetual licenses are generally invoiced upon execution of the contract and payable within 30 days. Term licenses are generally invoiced in advance on an annual basis over the term of the arrangement, which is typically one to three years . Any difference between the revenue recognized and the amount invoiced to the customer is recognized on our consolidated balance sheets as unbilled receivables until the customer is invoiced, at which point the amount is reclassified to accounts receivable. Maintenance Maintenance revenue is made up of technical support, bug fixes, and when-and-if available unspecified software upgrades. As these maintenance services are considered to be a series of distinct services that are substantially the same and have the same duration and measure of progress, we have concluded that they represent one combined performance obligation. Revenue is recognized ratably over the contract period. The SSP of maintenance services is a percentage of the net selling price of the related software license, which has remained within a tight range and is consistent with the stand-alone pricing of subsequent maintenance renewals. Maintenance services are generally invoiced in advance on an annual basis over the term of the arrangement, which is typically one to three years . Services Services revenue primarily includes consulting and customer education services. In general, services are distinct performance obligations. Services revenue is generally recognized as the services are delivered to the customer. We apply the practical expedient of recognizing revenue upon invoicing for time and materials-based arrangements as the invoiced amount corresponds to the value of the services provided. The SSP of services is based upon observable prices in similar transactions using the hourly rates sold in stand-alone services transactions. Services are either sold on a time and materials basis or prepaid upfront. We also offer products via a software-as-a-service ("SaaS") model, which is a subscription-based model. Our customers can use hosted software over the contract period without taking possession of it and the cloud services are available to them throughout the entire term, even if they do not use the service. Revenue related to SaaS offerings is recognized ratably over the contract period. The SSP of SaaS performance obligations is determined based upon observable prices in stand-alone SaaS transactions. SaaS arrangements are generally invoiced in advance on a monthly, quarterly, or annual basis over the term of the arrangement, which is typically one to three years . Arrangements with Multiple Performance Obligations When an arrangement contains multiple performance obligations, we account for individual performance obligations separately if they are distinct. We allocate the transaction price to each performance obligation in a contract based on its relative SSP. Although we do not have a history of offering these elements, prior to allocating the transaction price to each performance obligation, we consider whether the arrangement has any discounts, material rights, or specified future upgrades that may represent additional performance obligations. Determining whether products and services are distinct performance obligations and the determination of the SSP may require significant judgment. Advertising Costs Advertising costs are expensed as incurred and were $ 0.5 million, $ 0.8 million, and $ 1.4 million in fiscal years 2020, 2019, and 2018, respectively. 61 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, less the present value of expected dividends when applicable, measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using 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. Fees Related to Shareholder Activist In September 2017, Praesidium Investment Management, then one of our largest stockholders, publicly announced its disagreement with our strategy in a Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) and stated that it was seeking changes in the composition of our Board of Directors. In fiscal year 2018, we incurred professional and other fees relating to Praesidium’s actions. We did not incur any fees related to Praesidium's actions during fiscal year 2020 or 2019. 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 services fees, including third-party legal and valuation-related fees, as well as retention fees and earn-out payments treated as compensation expense. We incurred $ 3.6 million, $ 1.7 million, and $ 0.3 million of acquisition-related costs, which are included in acquisition-related expenses in our consolidated statement of operations, for the fiscal years ended November 30, 2020, November 30, 2019, and November 30, 2018, respectively. 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. We incurred $ 5.9 million, $ 6.3 million, and $ 2.3 million of restructuring related costs, which are included in restructuring expenses in our consolidated statement of operations, for the fiscal years ended November 30, 2020, November 30, 2019, and November 30, 2018, respectively. 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. 62 Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). ASU 2017-12 intends to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. We adopted this standard at the beginning of the first quarter of fiscal year 2020. However, because our existing accounting aligned with the guidance of ASU 2017-12 there was no impact to our financial statements from adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASC 842"). ASC 842 supersedes the requirements in Topic 840, Leases , and requires lessees to recognize right-of-use ("ROU") assets and liabilities for leases with lease terms of more than twelve months. ASC 842 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. We adopted ASC 842 effective December 1, 2019 using the modified retrospective transition method of applying the new standard at the adoption date. Results for reporting periods beginning on or after December 1, 2019 are presented under the new guidance, while prior period amounts have not been adjusted and continue to be reported in accordance with previous guidance. Disclosures required under the new standard will not be provided for dates and periods before December 1, 2019. The new standard provided a number of optional practical expedients in transition. We elected the transition package of practical expedients available in the standard, which allowed the carry forward of historical assessments of whether a contract contains a lease, lease classification and initial direct costs. We also elected the practical expedient provided in ASC 842 to not separate lease components from non-lease components for each material underlying asset class: office leases, vehicle leases and equipment leases. For each lease, the non-lease components and related lease components are accounted for as a single lease component. Items or activities that do not transfer goods or services to the lessee, such as administrative tasks to set up the contract and reimbursement or payment of lessor costs, are not components of the contract and therefore no contract consideration is allocated to such items or activities. We did not elect the hindsight practical expedient to determine the lease term for existing leases. The adoption of the new standard also resulted in significant additional disclosures regarding our leasing activities. Refer to Note 9 for further details. In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Under prior accounting standards, the recognition of current and deferred income taxes for an intra-entity transfer was prohibited until the asset has been sold to an outside party. We adopted this standard at the beginning of the first quarter of fiscal year 2019. Upon adoption, we reclassified approximately $ 3.4 million from non-current prepaid taxes, which is included in other assets on our consolidated balance sheet, to retained earnings as of December 1, 2018. During the preparation of our consolidated financial statements for the three months ended August 31, 2019, we identified that a deferred tax asset of $ 8.2 million should also have been recorded upon adoption of this standard at the beginning of the first quarter of fiscal year 2019, with the offset recorded to retained earnings. We determined that the error is not material to the first and second quarters of fiscal year 2019. We also concluded that recording an out-of-period correction in the third quarter of fiscal year 2019 would not be material and therefore corrected this error by recording the $ 8.2 million deferred tax asset during the third quarter of fiscal year 2019. Therefore, the impact of the adoption of ASU 2016-16 on our consolidated balance sheet was a reclassification of approximately $ 4.8 million to retained earnings. 63 In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Under this standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers and provides guidance on the recognition of costs related to obtaining customer contracts. We adopted this ASU effective December 1, 2018 in accordance with the full retrospective approach, which required us to retrospectively adjust certain previously reported results in the comparative prior periods presented. Upon adoption, we recorded a cumulative $ 31 million increase to our 2017 beginning retained earnings balance, a $ 15 million decrease to deferred revenue, a $ 28 million increase to unbilled receivables, and a $ 12 million increase to deferred tax liabilities. The revenue recognition related to accounting for the following transactions was most impacted by our adoption of this standard: • Revenue from term licenses with extended payment terms over the term of the agreement within our Data Connectivity and Integration segment - Under the applicable revenue recognition guidance for fiscal years 2018 and prior, these transactions were recognized when the amounts were billed to the customer. In accordance with ASC 606, revenue from term license performance obligations is recognized upon delivery and revenue from maintenance performance obligations is expected to be recognized over the contract term. To the extent that we have entered into these transactions after adoption of ASC 606, revenue from term licenses with extended payment terms is being recognized prior to the customer being billed and we recognize an unbilled receivable on the balance sheet. Accordingly, the recognition of license revenue is accelerated under ASC 606 as we historically did not recognize revenue until the amounts had been billed to the customer. • Revenue from transactions with multiple elements within our Application Development and Deployment segment (i.e., sales of perpetual licenses with maintenance and/or support) - Under the applicable revenue recognition guidance for fiscal years 2018 and prior, these transactions were recognized ratably over the associated maintenance period as the Company did not have vendor specific objective evidence ("VSOE") for maintenance or support. Under ASC 606, the requirement to have VSOE for undelivered elements that existed under prior guidance is eliminated. Accordingly, the Company is recognizing a portion of the sales price as revenue upon delivery of the license instead of recognizing the entire sales price ratably over the maintenance period. The impact of the adoption of this standard on our previously reported consolidated balance sheet and consolidated statements of operations was as follows: 64 Consolidated Balance Sheet November 30, 2018 (in thousands) As Reported Adjustments As Adjusted Assets Accounts receivable, net $ 58,450 $ 1,265 $ 59,715 Short-term unbilled receivables — 1,421 1,421 Long-term unbilled receivables — 1,811 1,811 Deferred tax assets 1,922 ( 956 ) 966 Other assets (1) 580,237 — 580,237 Total assets $ 640,609 $ 3,541 $ 644,150 Liabilities and shareholders’ equity Short-term deferred revenue 133,194 ( 9,984 ) 123,210 Long-term deferred revenue 15,127 ( 2,397 ) 12,730 Deferred tax liabilities 3,797 2,002 5,799 Other liabilities (2) 178,409 — 178,409 Retained earnings 71,242 13,883 85,125 Accumulated other comprehensive loss ( 28,213 ) 37 ( 28,176 ) Other equity (3) 267,053 — 267,053 Total liabilities and shareholders’ equity $ 640,609 $ 3,541 $ 644,150 (1) Includes cash and cash equivalents, short-term investments, other current assets, assets held for sale, property and equipment, net, intangible assets, net, goodwill, and other assets. (2) Includes current portion of long-term debt, net, accounts payable, accrued compensation and related taxes, dividends payable, income taxes payable, other accrued liabilities, long-term debt, net, and other noncurrent liabilities. (3) Includes common stock and additional paid-in capital. Consolidated Statements of Income Fiscal Year Ended November 30, 2018 (In thousands, except per share data) As Reported Adjustments As Adjusted Revenue: Software licenses $ 122,137 $ ( 22,337 ) $ 99,800 Maintenance and services 275,028 4,153 279,181 Total revenue 397,165 ( 18,184 ) 378,981 Costs of revenue 66,973 — 66,973 Gross Profit 330,192 ( 18,184 ) 312,008 Operating expenses 244,194 — 244,194 Income from operations 85,998 ( 18,184 ) 67,814 Other expense, net ( 7,018 ) — ( 7,018 ) Income before income taxes 78,980 ( 18,184 ) 60,796 Provision for income taxes 15,489 ( 4,363 ) 11,126 Net income $ 63,491 $ ( 13,821 ) $ 49,670 Earnings (loss) per share: Basic $ 1.39 $ ( 0.30 ) $ 1.09 Diluted $ 1.38 $ ( 0.30 ) $ 1.08 Weighted average shares outstanding: Basic 45,561 — 45,561 Diluted 46,135 — 46,135 65 The adoption of ASC 606 had no impact on total cash from or used in operating, financing, or investing activities on our consolidated cash flow statements. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 amends Topic 350 to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. This update requires the performance of an annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The guidance in ASU 2017-04 is required for annual reporting periods beginning after December 15, 2019, with early adoption permitted. Upon adoption, we do not expect this update to have a material effect on our consolidated financial position and results of operations. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Entities will be required to use a model that will result in the earlier recognition of allowances for losses for trade and other receivables, contract assets, held-to-maturity debt securities, loans, and other instruments. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the impact of ASU 2016-13 on our consolidated financial statements. Note 2: Cash, Cash Equivalents and Investments A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2020 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 79,026 $ — $ — $ 79,026 Money market funds 18,964 — — 18,964 U.S. treasury bonds 4,993 58 — 5,051 Corporate bonds 2,913 41 — 2,954 Total $ 105,896 $ 99 $ — $ 105,995 A summary of our cash, cash equivalents and available-for-sale investments at November 30, 2019 is as follows (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 144,346 $ — $ — $ 144,346 Money market funds 9,913 — — 9,913 State and municipal bond obligations 7,036 1 — 7,037 U.S. treasury bonds 7,221 10 — 7,231 Corporate bonds 5,146 12 — 5,158 Total $ 173,662 $ 23 $ — $ 173,685 66 Such amounts are classified on our consolidated balance sheets as follows (in thousands): November 30, 2020 November 30, 2019 Cash and Equivalents Short-Term Investments Cash and Equivalents Short-Term Investments Cash $ 79,026 $ — $ 144,346 $ — Money market funds 18,964 — 9,913 — State and municipal bond obligations — — — 7,037 U.S. treasury bonds — 5,051 — 7,231 Corporate bonds — 2,954 — 5,158 Total $ 97,990 $ 8,005 $ 154,259 $ 19,426 The fair value of debt securities by contractual maturity is as follows (in thousands): November 30, 2020 November 30, 2019 Due in one year or less $ 5,998 $ 14,004 Due after one year (1) 2,007 5,422 Total $ 8,005 $ 19,426 (1) Includes U.S. treasury bonds and corporate bonds, which are securities representing investments available for current operations and are classified as current on the consolidated balance sheets. We did not hold any investments with continuous unrealized losses as of November 30, 2020 or November 30, 2019. Note 3: Derivative Instruments Cash Flow Hedge On July 9, 2019, we entered into an interest rate swap contract with an initial notional amount of $ 150.0 million to manage the variability of cash flows associated with approximately one-half of our variable rate debt. The contract matures on April 30, 2024 and requires periodic interest rate settlements. Under this interest rate swap contract, we receive a floating rate based on the greater of 1-month LIBOR or 0.00 % and pay a fixed rate of 1.855 % on the outstanding notional amount. We have designated the interes t rate swap as a cash flow hedge and assessed the hedge effectiveness both at the onset of the hedge and at regular intervals throughout the life of the derivative. To the extent that the interest rate swap is highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the derivative are included as a component of other comprehensive loss on our consolidated balance sheets. Although we determined at the onset of the hedge that the interest rate swap will be a highly effective hedge throughout the term of the contract, any portion of the fair value swap subsequently determined to be ineffective will be recognized in earnings. As of November 30, 2020 and November 30, 2019 , the fair value of the hedge was a loss of $ 6.9 million and $ 2.1 million, respectively, and was included in other noncurrent liabilities on our consolidated balance sheets. The following table presents our interest rate swap contract where the notional amount reflects the quarterly amortization of the interest rate swap, which is equal to approximately one-half of the corresponding reduction in the balance of our term loan as we make our scheduled principal payments. The fair value of the derivative represents the discounted value of the expected future discounted cash flows for the interest rate swap, based on the amortization schedule and the current forward curve for the remaining term of the contract, as of the date of each reporting period (in thousands): November 30, 2020 November 30, 2019 Notional Value Fair Value Notional Value Fair Value Interest rate swap contracts designated as cash flow hedges $ 142,500 $ ( 6,855 ) $ 148,125 $ ( 2,054 ) 67 Forward Contracts We generally use forward contracts that are not designated as hedging instruments to hedge economically the impact of the variability in exchange rates on intercompany accounts receivable and loans receivable denominated in certain foreign currencies. We generally do not hedge the net assets of our international subsidiaries. All forward contracts are recorded at fair value on the consolidated balance sheets at the end of each reporting period and expire between 30 days and two years from the date the contract was entered. At November 30, 2020, $ 1.4 million was recorded in other assets on the consolidated balance sheets. At November 30, 2019, $ 0.1 million was recorded in other noncurrent liabilities on the consolidated balance sheets. In fiscal year 2020, realized and unrealized gains of $ 1.7 million from our forward contracts were recognized in foreign currency loss, net on the consolidated statement of operations. In fiscal years 2019 and 2018, realized and unrealized losses of $ 1.1 million and $ 6.9 million, respectively, from our forward contracts were recognized in foreign currency loss, net on 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, 2020 November 30, 2019 Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 69,031 $ 1,445 $ 66,951 $ ( 85 ) Forward contracts to purchase U.S. dollars 440 ( 3 ) 1,457 5 Total $ 69,471 $ 1,442 $ 68,408 $ ( 80 ) Note 4: Fair Value Measurements Recurring Fair Value Measurements The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2020 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 18,964 $ 18,964 $ — $ — U.S. treasury bonds 5,051 — 5,051 — Corporate bonds 2,954 — 2,954 — Foreign exchange derivatives 1,442 — 1,442 — Liabilities Interest rate swap $ ( 6,855 ) $ — $ ( 6,855 ) $ — 68 The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2019 (in thousands): Fair Value Measurements Using Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 9,913 $ 9,913 $ — $ — State and municipal bond obligations 7,037 — 7,037 — U.S. treasury bonds 7,231 — 7,231 — Corporate bonds 5,158 — 5,158 — Liabilities Foreign exchange derivatives ( 80 ) — ( 80 ) — Interest rate swap $ ( 2,054 ) $ — $ ( 2,054 ) $ — When developing fair value estimates, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices to measure fair value. The valuation technique used to measure fair value for our Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. Nonrecurring Fair Value Measurements During fiscal year 2019, certain assets were measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). During the fourth quarter of fiscal year 2019, based on the fair value measurement, we recorded a $ 22.7 million asset impairment charge, which was attributable to the intangible assets primarily associated with the technologies and trade names obtained in the acquisitions of DataRPM and Kinvey during the second and third quarters of fiscal year 2017, respectively (Note 6). The following table presents nonrecurring fair value measurements as of November 30, 2019 (in thousands): Total Fair Value Total Losses Intangible assets $ — $ 22,688 The fair value measurements of intangible assets and long-lived assets 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 maintenance fees to be collected from existing customers using the products, offset by compensation related costs and hosting fees to be incurred over the remaining estimated useful lives. 69 Note 5: Property and Equipment Property and equipment consists of the following (in thousands): November 30, 2020 November 30, 2019 Computer equipment and software $ 50,103 $ 47,699 Land, buildings and leasehold improvements 31,610 34,083 Furniture and fixtures 5,107 7,090 Capitalized software development costs 276 276 Property and equipment, gross 87,096 89,148 Less accumulated depreciation and amortization ( 57,279 ) ( 59,383 ) Property and equipment, net $ 29,817 $ 29,765 Depreciation and amortization expense related to property and equipment was $ 6.1 million, $ 7.6 million, and $ 6.9 million for the years ended November 30, 2020, 2019, and 2018, respectively. Note 6: Intangible Assets and Goodwill Intangible Assets Intangible assets are comprised of the following significant classes (in thousands): November 30, 2020 November 30, 2019 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 173,486 $ ( 113,863 ) $ 59,623 $ 135,186 $ ( 105,967 ) $ 29,219 Customer-related 231,342 ( 91,326 ) 140,016 134,042 ( 74,175 ) 59,867 Trademarks and trade names 30,440 ( 18,275 ) 12,165 24,740 ( 16,043 ) 8,697 Non-compete agreement 2,000 ( 1,057 ) 943 2,000 ( 391 ) 1,609 Total $ 437,268 $ ( 224,521 ) $ 212,747 $ 295,968 $ ( 196,576 ) $ 99,392 We amortize intangible assets assuming no expected residual value. Amortization expense related to these intangible assets was $ 27.9 million, $ 48.1 million and $ 36.0 million in fiscal years 2020, 2019 and 2018, respectively. The additions to intangible assets during fiscal years 2020 and 2019 are related to the acquisition of Chef in October 2020 and Ipswitch in April 2019, respectively (Note 7). During the fourth quarter of fiscal year 2019, we evaluated the ongoing value of the intangible assets associated with the technology obtained in connection with the acquisitions of DataRPM and Kinvey. As a result of our decision to reduce our current and ongoing spending levels within our cognitive application product lines, which consist primarily of our DataRPM and Kinvey products, we determined that the intangible assets were fully impaired and incurred an impairment charge of $ 22.7 million (Note 4). 70 Future amortization expense for intangible assets as of November 30, 2020 is as follows (in thousands): 2021 $ 44,890 2022 44,836 2023 44,560 2024 31,744 2025 21,233 Thereafter 25,484 Total $ 212,747 Goodwill Changes in the carrying amount of goodwill for fiscal years 2020 and 2019 are as follows (in thousands): November 30, 2020 November 30, 2019 Balance, beginning of year $ 432,824 $ 314,992 Measurement Period Adjustments (1) ( 838 ) — Additions (2) 59,858 117,871 Translation Adjustments ( 118 ) ( 39 ) Balance, end of year $ 491,726 $ 432,824 (1) Represents final measurement period adjustments related to our Ipswitch acquisition (Note 7). (2) The additions to goodwill during fiscal years 2020 and 2019 are related to the acquisition of Chef in October 2020 and Ipswitch in April 2019, respectively (Note 7). Changes in the carrying amount of goodwill by reportable segment for fiscal year 2020 are as follows (in thousands): November 30, 2019 Measurement Period Adjustments Additions Translation Adjustments November 30, 2020 OpenEdge $ 366,819 $ ( 838 ) $ — $ ( 118 ) $ 365,863 Data Connectivity and Integration 19,040 — — — 19,040 Application Development and Deployment 46,965 — 59,858 — 106,823 Total goodwill $ 432,824 $ ( 838 ) $ 59,858 $ ( 118 ) $ 491,726 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 2020, we tested goodwill for impairment for each of our reporting units as of October 31, 2020. Our reporting units each had fair values which significantly exceeded their carrying values as of the annual impairment date. We did no t recognize any goodwill impairment charges during fiscal years 2020, 2019 or 2018. Note 7: Business Combinations Chef Acquisition On October 5, 2020, we completed the acquisition of Chef Software Inc. (“Chef”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 4, 2020. The acquisition was completed for a base purchase price of $ 220.0 million, subject to certain customary adjustments as further described in the Merger Agreement (the “Aggregate Consideration”), which was paid in cash. Pursuant to the Merger Agreement, $ 12.0 million of the Aggregate Consideration was deposited into an escrow account to secure certain indemnification and other potential obligations of the former Chef equity holders. Chef is a global leader in DevOps and DevSecOps, providing complete infrastructure automation to build, deploy, manage and secure applications in modern multi-cloud and hybrid environments, as well as on-premises. Chef has enhanced our position as a trusted provider of the best products to develop, deploy and manage high-impact business applications by providing industry- 71 leading compliance and application automation products for multi-cloud and on-prem infrastructure. The acquisition bolstered our core offerings, enabling customers to respond faster to business demands and improve efficiency. We funded the acquisition through a combination of existing cash resources and by drawing down $ 98.5 million from our existing revolving credit facility (Note 8). The Aggregate Consideration has been allocated to Chef’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to change as we obtain additional information for those estimates during the measurement period (up to one year from the acquisition date). The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. The allocation of the purchase price is as follows (in thousands): Initial Purchase Price Allocation Life Net working capital $ 52,330 Property, plant and equipment 498 Purchased technology 38,300 5 years Trade name 5,700 5 years Customer relationships 97,300 7 years Other assets 122 Other noncurrent liabilities ( 841 ) Lease liabilities, net ( 1,810 ) Deferred taxes ( 7,817 ) Deferred revenue ( 12,525 ) Goodwill 59,858 Net assets acquired $ 231,115 The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. The valuation assumptions take into consideration our estimates of customer attrition, technology obsolescence, and revenue growth projections. Based on the preliminary valuation, the acquired intangible assets are comprised of customer relationships of approximately $ 97.3 million, existing technology of approximately $ 38.3 million, and trade names of approximately $ 5.7 million. Tangible assets acquired and assumed liabilities were recorded at fair value. The valuation of the assumed deferred revenue was based on our contractual commitment to provide post-contract customer support to Chef customers and future contractual performance obligations under existing hosting arrangements. The fair value of this assumed liability was based on the estimated cost plus a reasonable margin to fulfill these service obligations. A significant portion of the deferred revenue is expected to be recognized in the 12 months following the acquisition. We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $ 59.9 million of goodwill, which is not deductible for tax purposes. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. During the fiscal year ended November 30, 2020, we incurred approximately $ 2.2 million of acquisition-related costs, which are included in acquisition-related expenses on our consolidated statement of operations. The operations of Chef are included in our operating results as part of the Application Development and Deployment business segment from the date of acquisition. The amount of revenue of Chef included in our consolidated statement of operations during the fiscal year ended November 30, 2020 was approximately $ 3.8 million. We determined that disclosing the amount of Chef related earnings included in the consolidated statements of operations is impracticable, as certain operations of Chef were integrated into the operations of the Company from the date of acquisition. 72 Pro Forma Information The following pro forma financial information presents the combined results of operations of Progress and Chef as if the acquisition had occurred on December 1, 2018, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the Chef acquisition and factually supportable. These pro forma adjustments include (i) a decrease in revenue from Chef due to the beginning balance of deferred revenue being adjusted to reflect the fair value of the acquired balance, (ii) a net increase in amortization expense to record amortization expense for the $ 141.3 million of acquired identifiable intangible assets, (iii) an increase in interest expense to record interest for the period presented as a result of drawing down our revolving credit facility in connection with the acquisition, and (iv) the income tax effect of the adjustments made at the statutory tax rate of the U.S. (approximately 24.5 %). The pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2018. These results are prepared in accordance with ASC 606. (In thousands, except per share data) Pro Forma Fiscal Year Ended November 30, 2020 Pro Forma Fiscal Year Ended November 30, 2019 Revenue $ 497,700 $ 459,665 Net income (loss) $ 61,952 $ ( 18,852 ) Net income (loss) per basic share $ 1.38 $ ( 0.42 ) Net income (loss) per diluted share $ 1.37 $ ( 0.42 ) Ipswitch Acquisition On April 30, 2019, we completed the acquisition of all of the outstanding equity interests of Ipswitch, Inc. (“Ipswitch”) from Roger Greene (the “Seller”) pursuant to the Stock Purchase Agreement, dated as of March 28, 2019, by and among Progress, Ipswitch and the Seller. The acquisition was completed for an aggregate purchase price of $ 225.0 million, subject to certain customary adjustments as further described in the Stock Purchase Agreement, which was paid in cash. Pursuant to the Stock Purchase Agreement, $ 22.5 million of the purchase price was deposited into an escrow account to secure certain indemnification and other potential obligations of the Seller to Progress. This escrow was released in full in May 2020 upon expiration of the twelve-month escrow period. The Seller also received an award of approximately $ 2.0 million in Progress restricted stock as consideration for the Seller entering into a non-competition agreement for three years as set forth in the Stock Purchase Agreement. Ipswitch enables approximately 24,000 small and medium-sized businesses and enterprises to provide secure data sharing and ensure high-performance infrastructure availability. Through this acquisition, we bolstered our core offerings to small and medium-sized businesses and enterprises, enabling those businesses to respond faster to business demands and to improve productivity. We funded the acquisition through a combination of existing cash resources and a $ 185.0 million term loan, which is part of our $ 401.0 million term loan and revolving line of credit (Note 8). The purchase price has been allocated to Ipswitch’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values. The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. We recorded measurement period adjustments in accordance with FASB’s guidance regarding business combinations in the fourth quarter of fiscal year 2019 and the second quarter of fiscal year 2020 based on our valuation and purchase price allocation procedures. The measurement period adjustments, which were completed during the second quarter of fiscal year 2020, resulted in a decrease to goodwill of $ 0.6 million, primarily due to a decrease to the sales tax reserve, partially offset by increased accrued expenses. 73 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 Life Net working capital $ 6,068 $ 651 $ 6,719 Property, plant and equipment 4,661 4,661 Purchased technology 33,100 33,100 5 years Trade name 9,600 9,600 5 years Customer relationships 66,600 66,600 5 years Other assets 314 ( 4 ) 310 Deferred revenue ( 12,696 ) ( 29 ) ( 12,725 ) Goodwill 117,651 ( 618 ) 117,033 Net assets acquired $ 225,298 $ — $ 225,298 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 used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. The valuation assumptions take into consideration the Company's estimates of customer attrition, technology obsolescence, and revenue growth projections. Based on the valuation, the acquired intangible assets are comprised of customer relationships of approximately $ 66.6 million, existing technology of approximately $ 33.1 million, and trade names of approximately $ 9.6 million. Tangible assets acquired and assumed liabilities were recorded at fair value. The valuation of the assumed deferred revenue was based on our contractual commitment to provide post-contract customer support to Ipswitch customers and future contractual performance obligations under existing hosting arrangements. The fair value of this assumed liability was based on the estimated cost plus a reasonable margin to fulfill these service obligations. A significant portion of the deferred revenue was recognized in the 12 months following the acquisition. We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $ 117.0 million of goodwill, which is deductible for tax purposes. An election was made under Section 338(h)(10) of the Internal Revenue Code for Ipswitch to treat the transaction as a sale of all its assets on the acquisition date and subsequent liquidation. As a result, the identifiable intangible assets and goodwill are deductible for tax purposes. As previously noted, the Seller received a restricted stock award of approximately $ 2.0 million, subject to continued compliance with the three-year non-compete agreement. We concluded that the restricted stock award is not a compensation arrangement and we recorded the fair value of the award as an intangible asset separate from goodwill. We will recognize intangible asset amortization expense over the term of the agreement, which is 3 years. We recorded $ 0.7 million of amortization expense related to this restricted stock award for the fiscal year ended November 30, 2020 in operating expenses on our condensed consolidated statement of operations. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. During the fiscal year ended November 30, 2020, we incurred approximately $ 0.4 million of acquisition-related costs, which are included in acquisition-related expenses on our condensed consolidated statement of operations. The operations of Ipswitch are included in our operating results as part of the OpenEdge business segment from the date of acquisition. The amount of revenue of Ipswitch included in our consolidated statement of operations during the fiscal year ended November 30, 2020 was approximately $ 67.5 million. The amount of revenue of Ipswitch included in our consolidated statement of operations during the fiscal year ended November 30, 2019 was approximately $ 28.2 million. We determined that disclosing the amount of Ipswitch related earnings included in the consolidated statements of operations is impracticable, as certain operations of Ipswitch were integrated into the operations of the Company from the date of acquisition. 74 Pro Forma Information The following pro forma financial information presents the combined results of operations of Progress and Ipswitch as if the acquisition had occurred on December 1, 2017 after giving effect to certain pro forma adjustments. The pro forma adjustments reflected below include only those adjustments that are directly attributable to the Ipswitch acquisition and factually supportable. These pro forma adjustments include (i) a decrease in revenue from Ipswitch due to the beginning balance of deferred revenue being adjusted to reflect the fair value of the acquired balance, (ii) a net increase in amortization expense to record amortization expense for the $ 111.3 million of acquired identifiable intangible assets and to eliminate historical amortization of Ipswitch intangible assets, (iii) an increase in interest expense to record interest for the period presented as a result of the new credit facility entered into by Progress in connection with the acquisition, and (iv) the income tax effect of the adjustments made at the statutory tax rate of the U.S. (approximately 24.5 %). In addition, prior to the acquisition Ipswitch did not pay entity level corporate tax, with the exception of some states, because it was registered as an S-Corporation. Therefore, we applied the statutory tax rate of the U.S. (approximately 24.5 %) to the income before tax of Ipswitch as if the acquisition had occurred on December 1, 2017. The pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2017. These results are prepared in accordance with ASC 606. (In thousands, except per share data) Pro Forma Fiscal Year Ended November 30, 2019 Revenue $ 442,286 Net income $ 19,641 Net income per basic share $ 0.44 Net income per diluted share $ 0.43 Note 8: Term Loan and Line of Credit On April 30, 2019, we entered into an amended and restated credit agreement (the "Credit Agreement"), which provides for a $ 301.0 million secured term loan and a $ 100.0 million secured revolving line of credit. The revolving line of credit may be made available in U.S. Dollars and certain other currencies and may be increased by up to an additional $ 125.0 million if the existing or additional lenders are willing to make such increased commitments. The revolving line of credit has sublimits for swing line loans up to $ 25.0 million and for the issuance of standby letters of credit in a face amount up to $ 25.0 million. The Credit Agreement modified our prior credit facility by extending the maturity date to April 30, 2024 and extending the principal repayments of the term loan. We borrowed an additional $ 185.0 million under the term loan as part of this modified credit facility. The new term loan was used to partially fund our acquisition of Ipswitch in April 2019. During October 2020, we partially funded our acquisition of Chef by drawing down $ 98.5 million under the revolving line of credit (Note 7). Interest rates for the term loan and revolving line of credit are based upon our leverage ratio and determined based on an index selected at our option. The rates range from 1.50 % to 2.00 % above the Eurocurrency rate for Eurocurrency-based borrowings or from 0.50 % to 1.00 % above the defined base rate for base rate borrowings. Additionally, we may borrow certain foreign currencies at rates set in the same respective range above the London interbank offered interest rates for those currencies. A quarterly commitment fee on the undrawn portion of the revolving credit facility is required and ranges from 0.25 % to 0.35 % per annum based on our leverage ratio. The average interest rate of the credit facility during the fiscal year ended November 30, 2020 was 2.41 % and the interest rate as of November 30, 2020 was 1.81 %. The credit facility matures on April 30, 2024, when all amounts outstanding will be due and payable in full. The revolving line of credit does not require amortization of principal. The outstanding balance of the term loan as of November 30, 2020 was $ 286.0 million, with $ 18.8 million due in the next 12 months. The term loan requires repayment of principal at the end of each fiscal quarter, beginning with the fiscal quarter ended August 31, 2019. The principal repayment amounts are in accordance with the following schedule: (i) four payments of $ 1.9 million each, (ii) four payments of $ 3.8 million each, (iii) four payments of $ 5.6 million each, (iv) four payments of $ 7.5 million each, (v) three payments of $ 9.4 million each, and (vi) the last payment is of the remaining principal amount. Any amounts outstanding under the term loan thereafter would be due on the maturity date. The term loan may be prepaid before maturity in whole or in part at our option without penalty or premium. As of November 30, 2020, the carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable 75 market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. Costs incurred to obtain our long-term debt of $ 1.6 million, along with $ 1.2 million of unamortized debt issuance costs related to the previous credit agreement, are recorded as debt issuance costs as a direct deduction from the carrying value of the debt liability on our consolidated balance sheets as of November 30, 2020. These costs are being amortized over the term of the debt agreement using the effective interest rate method. Amortization expense related to the debt issuance costs of $ 0.6 million for the fiscal year ended November 30, 2020 and $ 0.4 million for the fiscal years ended November 30, 2019 and 2018 is recorded in interest expense on our consolidated statements of operations. Revolving loans may be borrowed, repaid, and reborrowed until April 30, 2024, at which time all amounts outstanding must be repaid. Accrued interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of each interest rate period (or at each three-month interval in the case of loans with interest periods greater than three months) with respect to Eurocurrency rate loans. We may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and reimbursement of certain costs in the case of Eurocurrency rate loans. As of November 30, 2020, there was $ 98.5 million outstanding under the revolving line and $ 2.1 million of letters of credit. We are the sole borrower under the credit facility. Our obligations under the Credit Agreement are secured by substantially all of our assets and each of our material domestic subsidiaries, as well as 100 % of the capital stock of our domestic subsidiaries and 65 % of the capital stock of our first-tier foreign subsidiaries, in each case, subject to certain exceptions as described in the Credit Agreement. Future material domestic subsidiaries will be required to guaranty our obligations under the Credit Agreement, and to grant security interests in substantially all of their assets to secure such obligations. The Credit Agreement generally prohibits, with certain exceptions, any other liens on our assets, subject to certain exceptions as described in the Credit Agreement. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, grant liens, make investments, make acquisitions, incur indebtedness, merge or consolidate, dispose of assets, pay dividends or make distributions, repurchase stock, change the nature of the business, enter into certain transactions with affiliates and enter into burdensome agreements, in each case subject to customary exceptions for a credit facility of this size and type. We are also required to maintain compliance with a consolidated fixed charge coverage ratio, a consolidated total leverage ratio and a consolidated senior secured leverage ratio. We are in compliance with these financial covenants as of November 30, 2020. As of November 30, 2020, aggregate future maturities of long-term debt were as follows (in thousands): 2021 $ 18,812 2022 26,338 2023 33,863 2024 305,437 Total $ 384,450 Note 9: Leases In February 2016, the FASB issued ASC 842 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted ASC 842 on December 1, 2019 using the modified retrospective method and as a result did not adjust comparative periods or modify disclosures in those comparative periods. The new guidance provides a number of optional practical expedients in transition. The Company elected the package of practical expedients, which does not require the reassessment of prior conclusions about lease identification, lease classification and initial direct costs. Further, the Company elected the practical expedients to combine lease and non-lease components. Contracts may be comprised of lease components, non-lease components, and elements that are not components. Each lease component represents a lessee’s right to use an underlying asset in the contract if the lessee can benefit from the right-of-use of the asset either on its own or together with other readily available resources and if the right-of-use is neither highly dependent or highly interrelated with other rights-of-use. Non-lease components include items such as common area maintenance and utilities provided by the lessor. We also elected the practical expedient to not recognize right-of-use assets and lease liabilities for short-term leases. Leases with an initial term of 12 months or less are classified as short-term leases. 76 Consideration in the contract is comprised of any fixed payments and variable payments that depend on an index or rate. Payments in the Company's operating lease arrangements primarily consist of base office rent. In accordance with ASC 842, variable payments in an agreement that are not dependent on an index or rate are excluded from the calculation of ROU assets and lease liabilities. The Company makes variable payments on certain of its leases related to taxes, insurance, common area maintenance, and utilities, among other things. The adoption of ASC 842 on December 1, 2019 resulted in the recognition of operating lease ROU assets of approximately $ 28.9 million and operating lease liabilities of approximately $ 29.9 million. The difference between the value of the ROU assets and lease liabilities is due to the reclassification of existing deferred rent, prepaid rent, and unamortized lease incentives as of December 1, 2019. Operating leases are included in ROU assets and lease liabilities on the Company’s balance sheets. ROU assets and lease liabilities are to be presented separately for operating and finance leases. However, the Company currently has no material finance leases. The adoption of ASC 842 did not have a material impact on the Company’s condensed consolidated statement of operations, consolidated statement of stockholders' equity, consolidated statement of comprehensive income (loss) or consolidated statement of cash flows. The adoption of ASC 842 had no impact on liquidity or the Company’s debt-covenant compliance under its current debt agreements. The Company determines if an arrangement is a lease at inception. ROU assets represent the Company’s right to use an underlying asset for the duration of the lease term. Lease liabilities represent the Company’s contractual obligation to make lease payments over the lease term. ROU assets are recorded and recognized at commencement for the lease liability amount, plus initial direct costs incurred less lease incentives received. Lease liabilities are recorded at the present value of future lease payments over the lease term at commencement. Operating leases liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in the lease contracts is not readily determinable. As such, we utilize the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Lease expenses relating to operating leases are recognized on a straight-line basis over the lease term. The Company has operating leases for administrative, product development, and sales and marketing facilities, vehicles, and equipment under various non-cancelable lease agreements. The Company’s leases have remaining lease terms ranging from 1 year to 10 years. The Company’s lease terms may include options to extend or terminate the lease where it is reasonably certain that the Company will exercise those options. The Company considers several economic factors when making the determination as to whether the Company will exercise options to extend or terminate the lease, including but not limited to, the significance of leasehold improvements incurred in the office space, the difficulty in replacing the asset, underlying contractual obligations, or specific characteristics unique to a particular lease. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of operating lease cost for the year ended November 30, 2020 was as follows (in thousands): Fiscal Year Ended November 30, 2020 Lease costs under long-term operating leases $ 7,605 Lease costs under short-term operating leases 426 Variable lease cost under short-term and long-term operating leases (1) 325 Operating lease right-of-use asset impairment 1,189 Total operating lease cost $ 9,545 (1) Lease costs that are not fixed at lease commencement. 77 The table below presents supplemental cash flow information related to leases during the year ended November 30, 2020 (in thousands): Fiscal Year Ended November 30, 2020 Cash paid for leases $ 8,101 Right-of-use assets recognized for new leases and amendments (non-cash) $ 8,532 Weighted average remaining lease term in years and weighted average discount rate are as follows: November 30, 2020 Weighted average remaining lease term in years 5.02 Weighted average discount rate 2.3 % Future payments under non-cancellable leases at November 30, 2020 are as follows (in thousands): 2021 $ 7,708 2022 7,078 2023 6,994 2024 6,896 Thereafter 7,350 Total lease payments 36,026 Less imputed interest (1) ( 2,045 ) Present value of lease liabilities $ 33,981 (1) Lease liabilities are measured at the present value of the remaining lease payments using a discount rate determined at lease commencement unless the discount rate is updated as a result of a lease reassessment event. 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 $ 9.6 million, $ 8.9 million and $ 6.8 million in fiscal years 2020, 2019 and 2018, respectively. Note 10: Commitments and Contingencies 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. 78 Note 11: 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, 2020, 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 44,240,635 were issued and outstanding at November 30, 2020. There were 214,631 deferred stock units ("DSUs") outstanding at November 30, 2020. 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. DSUs do not have voting rights and can only be converted into common stock when the recipient ceases to be a member of the Board of Directors or a change in control of the Company occurs. Common Stock Repurchases In January 2020, our Board of Directors increased the total share repurchase authorization from $ 75.0 million to $ 250.0 million. In fiscal years 2020 and 2019, we repurchased and retired 1.4 million shares of our common stock for $ 60.0 million and 0.7 million shares of our common stock for $ 25.0 million, respectively, under this current authorization. In fiscal year 2018, we repurchased and retired 2.9 million shares of our common stock for $ 120.0 million. As of November 30, 2020, there was $ 190.0 million remaining under the current authorization. Dividends On September 27, 2016, our Board of Directors approved the initiation of a quarterly cash dividend of $ 0.125 per share of common stock to Progress stockholders. We began paying quarterly cash dividends of $ 0.125 per share of common stock to Progress stockholders in December 2016 and increased the quarterly cash dividend to $ 0.14 per share in September 2017. In September 2018, the quarterly cash dividend was increased by 11 % to $ 0.155 per share of common stock. In September 2019, our Board of Directors approved an additional 6 % increase to our quarterly cash dividend from $ 0.155 to $ 0.165 per share of common stock. On September 22, 2020, our Board of Directors approved an additional increase of 6 % to our quarterly cash dividend from $ 0.165 to $ 0.175 and declared a quarterly dividend of $ 0.175 per share of common stock. We have declared aggregate per share quarterly cash dividends totaling $ 0.670 , $ 0.630 and $ 0.575 for the years ended November 30, 2020, November 30, 2019 and November 30, 2018, respectively. We have paid aggregate cash dividends totaling $ 29.9 million, $ 27.8 million, and $ 25.8 million and for the years ended November 30, 2020, November 30, 2019 and November 30, 2018, respectively. Note 12: Stock-Based Compensation We currently have one stockholder-approved stock plan from which we can issue stock-based awards, which was approved by our stockholders 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 3,043,910 shares were available for grant as of November 30, 2020. We have adopted two stock plans for which the approval of stockholders 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 438,813 shares were available for grant as of November 30, 2020. 79 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 462,859 shares were available for grant as of November 30, 2020. Under all of our plans, the options granted generally begin to 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, 2019 1,423 $ 37.26 Granted 611 43.34 Exercised ( 137 ) 31.84 Canceled ( 224 ) 42.08 Options outstanding, November 30, 2020 1,673 $ 39.28 4.9 $ 7,125 Exercisable, November 30, 2020 711 $ 37.28 4.0 $ 4,315 Vested or expected to vest, November 30, 2020 1,672 $ 39.28 4.9 $ 7,125 (1) The aggregate intrinsic value was calculated based on the difference between the closing price of our stock on November 30, 2020 of $ 40.39 and the exercise prices for all options outstanding. A summary of restricted stock units' activity is as follows (in thousands, except per share data): Number of Shares Weighted Average Fair Value Restricted stock units outstanding, December 1, 2019 829 $ 38.15 Granted 538 43.80 Issued ( 416 ) 36.20 Canceled ( 155 ) 39.96 Restricted stock units outstanding, November 30, 2020 796 $ 42.65 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 multi-year performance criteria aligned with our business plan and are earned only to the extent the performance criteria are achieved. 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, less the present value of expected dividends when applicable. Beginning in fiscal year 2020, restricted stock units have forfeitable dividend equivalent rights equal to the dividend paid on our common stock. During the first quarter of fiscal years 2018, 2019 and 2020, we granted performance-based restricted stock units that include two performance metrics under a Long-Term Incentive Plan (“LTIP”) where the performance measurement period is three years . Vesting of these LTIP awards is as follows: (i) 50 % is based on our level of attainment of specified total stockholder return ("TSR") targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods, and (ii) 50 % is based on achievement of a three-year cumulative performance condition (operating income). The vesting of LTIP awards is also subject to continued employment of the grantees. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model for the market condition portion of the award and used the closing 80 price of our common stock on the date of grant, less the present value of expected dividends when applicable, for the portion related to the performance condition. The 1991 Employee Stock Purchase Plan ("ESPP") permits eligible employees to purchase up to an aggregate of 9,450,000 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 237,000 shares, 189,000 shares and 225,000 shares with weighted average purchase prices of $ 27.86 , $ 29.23 and $ 24.27 per share, respectively, in fiscal years 2020, 2019 and 2018, respectively. At November 30, 2020, approximately 164,000 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 2020, 2019 and 2018 on the measurement dates using the Black-Scholes option valuation model, and LTIP awards using the Monte Carlo Simulation valuation model, with the following weighted average assumptions: Fiscal Year Ended November 30, 2020 November 30, 2019 November 30, 2018 Stock options: Expected volatility 29.0 % 25.0 % 22.8 % Risk-free interest rate 1.1 % 2.5 % 2.3 % Expected life (in years) 4.8 4.8 4.8 Expected dividend yield 1.6 % 1.8 % 1.1 % Employee stock purchase plan: Expected volatility 38.2 % 30.6 % 23.8 % Risk-free interest rate 0.2 % 2.3 % 2.3 % Expected life (in years) 1.3 1.6 1.7 Expected dividend yield 2.0 % 1.7 % 1.5 % Long-term incentive plan: Expected volatility 34.7 % 32.2 % 27.4 % Risk-free interest rate 1.1 % 2.5 % 2.1 % Expected life (in years) 2.8 2.8 2.9 Expected dividend yield — % 1.7 % 1.7 % 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. The expected annual dividend yield is based on the weighted-average of the dividend yield assumptions used for options granted during the applicable period. 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 our stock, and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at each purchase period. The expected annual dividend yield is based on the weighted-average of the dividend yield assumptions used for options granted during the applicable period. Based on the above assumptions, the weighted average estimated fair value of stock options granted in fiscal years 2020, 2019, and 2018 was $ 9.59 , $ 7.38 and $ 10.30 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 2020, 2019 and 2018 was $ 8.73 , $ 11.07 and $ 10.24 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. 81 Total unrecognized stock-based compensation expense, net of expected forfeitures, related to unvested stock options and unvested restricted stock awards amounted to $ 33.3 million at November 30, 2020. These costs are expected to be recognized over a weighted average period of two years . The following additional activity occurred under our plans (in thousands): Fiscal Year Ended November 30, 2020 November 30, 2019 November 30, 2018 Total intrinsic value of stock options on date exercised $ 1,340 $ 1,388 $ 3,692 Total fair value of deferred stock units on date vested 1,547 1,853 1,690 Total fair value of restricted stock units on date vested 15,499 14,720 14,741 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, 2020 November 30, 2019 November 30, 2018 Cost of maintenance and services $ 1,336 $ 1,134 $ 616 Sales and marketing 4,462 4,155 2,959 Product development 7,286 7,205 8,242 General and administrative 10,398 10,817 8,752 Total stock-based compensation $ 23,482 $ 23,311 $ 20,569 Income tax benefit included in the provision for income taxes $ 4,541 $ 4,661 $ 4,345 Separation Arrangements During fiscal year 2020, we entered into a separation agreement with one executive, 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, which was recorded as general and administrative expense in the consolidated statement of operations. Note 13: 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 $ 3.6 million, $ 2.3 million and $ 3.1 million for fiscal years 2020, 2019 and 2018, respectively. Note 14: Revenue Recognition Contract Balances Unbilled Receivables and Contract Assets The timing of revenue recognition may differ from the timing of customer invoicing. When revenue is recognized prior to invoicing and the right to the amount due from customers is conditioned only on the passage of time, we record an unbilled receivable on our consolidated balance sheets. Our multi-year term license arrangements, which are typically billed annually, result in revenue recognition in advance of invoicing and the recognition of unbilled receivables. 82 As of November 30, 2020, invoicing of our long-term unbilled receivables is expected to occur as follows (in thousands): 2022 $ 8,436 2023 2,055 2024 285 Total $ 10,776 Contract assets, which arise when products or services have begun to be transferred to the customer and our right to the amounts due from customers is conditioned on something other than the passage of time, such as the completion of a related performance obligation, were $ 11.3 million and $ 1.5 million as of November 30, 2020 and November 30, 2019, respectively. These amounts are included in unbilled receivables and contract assets or long-term unbilled receivables and contract assets on our consolidated balance sheets. Deferred Revenue Deferred revenue is recorded when revenue is recognized subsequent to customer invoicing. Deferred revenue expected to be recognized as revenue more than one year subsequent to the balance sheet date is included in long-term liabilities on the consolidated balance sheets. Our deferred revenue balance is primarily made up of deferred maintenance from our OpenEdge and Application Development and Deployment segments. As of November 30, 2020, the changes in deferred revenue were as follows (in thousands): Balance, December 1, 2019 $ 177,246 Billings and other 458,199 Revenue recognized ( 442,150 ) Balance, November 30, 2020 $ 193,295 Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of November 30, 2020, transaction price allocated to remaining performance obligations was $ 212.2 million. We expect to recognize approximately 83 % of the revenue within the next year and the remainder thereafter. Deferred Contract Costs Deferred contract costs, which include certain sales incentive programs, are incremental and recoverable costs of obtaining a contract with a customer. Incremental costs of obtaining a contract with a customer are recognized as an asset if the expected benefit of those costs is longer than one year. We have applied the practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include a large majority of our sales incentive programs as we have determined that annual compensation is commensurate with annual sales activities. Certain of our sales incentive programs do meet the requirements to be capitalized. Depending upon the sales incentive program and the related revenue arrangement, such capitalized costs are amortized over the longer of (i) the product life, which is generally three to five years ; or (ii) the term of the related revenue contract. We determined that a three to five year product life represents the period of benefit that we receive from these incremental costs based on both qualitative and quantitative factors, which include customer contracts, industry norms, and product upgrades. Total deferred contract costs were $ 2.5 million, $ 1.7 million and minimal as of November 30, 2020, November 30, 2019 and November 30, 2018, respectively, and are included in other current assets and other assets on our consolidated balance sheets. Amortization of deferred contract costs is included in sales and marketing expense on our consolidated statement of operations and was minimal in all periods presented. 83 Note 15: 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, November 30, 2017 $ 570 $ 3,556 $ 4,126 Costs incurred 1,011 1,240 2,251 Cash disbursements ( 1,309 ) ( 4,802 ) ( 6,111 ) Translation adjustments and other 35 10 45 Balance, November 30, 2018 $ 307 $ 4 $ 311 Costs incurred 740 5,591 6,331 Cash disbursements ( 760 ) ( 3,647 ) ( 4,407 ) Translation adjustments and other ( 91 ) 59 ( 32 ) Balance, November 30, 2019 $ 196 $ 2,007 $ 2,203 Costs incurred 1,812 4,094 5,906 Cash disbursements ( 1,569 ) ( 2,554 ) ( 4,123 ) Asset impairment ( 20 ) — ( 20 ) Translation adjustments and other 2 5 7 Balance, November 30, 2020 $ 421 $ 3,552 $ 3,973 2020 Restructurings During the fourth quarter of fiscal year 2020, we restructured our operations in connection with the acquisition of Chef (Note 7). This restructuring resulted in a reduction in redundant positions, primarily within administrative functions of Chef. For the fiscal year ended November 30, 2020, we incurred expenses of $ 3.9 million relating to this restructuring. The expenses are recorded as restructuring expenses in the consolidated statements of operations. 84 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, 2019 $ — $ — $ — Costs incurred — 3,947 3,947 Cash disbursements — ( 429 ) ( 429 ) Translation adjustments and other — 5 5 Balance, November 30, 2020 $ — $ 3,523 $ 3,523 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2021. Accordingly, the balance of the restructuring reserve of $ 3.5 million is included in other accrued liabilities on the consolidated balance sheet at November 30, 2020. We expect to incur additional expenses as part of this action related to employee costs and facility closures as we consolidate offices in various locations during fiscal year 2021, but we do not expect these costs to be material. 2019 Restructurings During the fourth quarter of fiscal year 2019, we announced the reduction of our current and ongoing spending level within our cognitive application product lines, which consist primarily of our DataRPM and Kinvey products. This restructuring resulted in a reduction in positions primarily within the product development function. In connection with this restructuring action, during the fourth quarter of fiscal year 2019, we evaluated the ongoing value of the intangible assets primarily associated with the technologies and trade names obtained in the acquisitions of DataRPM and Kinvey. As a result, we wrote down these assets to fair value, which resulted in a $ 22.7 million asset impairment charge (Note 4). Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation). For the fiscal year ended November 30, 2020, we incurred expenses of $ 0.1 million relating to this restructuring. The expenses are recorded as restructuring expenses in the consolidated statements of operations. 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, 2018 $ — $ — $ — Costs incurred — 2,494 2,494 Cash disbursements — ( 1,035 ) ( 1,035 ) Translation adjustments and other — 1 1 Balance, November 30, 2019 $ — $ 1,460 $ 1,460 Costs incurred — 108 108 Cash disbursements — ( 1,546 ) ( 1,546 ) Balance, November 30, 2020 $ — $ 22 $ 22 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2021. Accordingly, the balance of the restructuring reserve, which is not material, is included in other accrued liabilities on the consolidated balance sheet at November 30, 2020. We do not expect to incur additional material costs with respect to this restructuring. During the second quarter of fiscal year 2019, we restructured our operations in connection with the acquisition of Ipswitch (Note 7). This restructuring resulted in a reduction in redundant positions, primarily within administrative functions of Ipswitch. 85 For the fiscal years ended November 30, 2020 and 2019, we incurred expenses of $ 1.5 million and $ 3.1 million, respectively, relating to this restructuring. The expenses are recorded as restructuring expenses in the consolidated statements of operations. 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, 2018 $ — $ — $ — Costs incurred 5 3,093 3,098 Cash disbursements — ( 2,604 ) ( 2,604 ) Translation adjustments and other — 58 58 Balance, November 30, 2019 $ 5 $ 547 $ 552 Costs incurred 1,447 39 1,486 Cash disbursements ( 1,020 ) ( 579 ) ( 1,599 ) Asset impairment ( 20 ) — ( 20 ) Translation adjustments and other 5 — 5 Balance, November 30, 2020 $ 417 $ 7 $ 424 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2021. Accordingly, the balance of the restructuring reserve of $ 0.4 million is included in other accrued liabilities on the consolidated balance sheet at November 30, 2020. We expect to incur additional expenses as part of this action related to facility closures as we consolidate offices in various locations during fiscal year 2021, but we do not expect these costs to be material. 2017 Restructuring During the first quarter of fiscal year 2017, we undertook certain operational restructuring initiatives intended to significantly reduce annual costs. As part of this action, management committed to a new strategic plan highlighted by a new product strategy and a streamlined operating approach. To execute these operational restructuring initiatives, we reduced our global workforce by over 20 %. These workforce reductions occurred in substantially all functional units and across all geographies in which we operate. During the fourth quarter of fiscal year 2017, we incurred additional costs with respect to this restructuring, including reduction in redundant positions primarily within the product development and sales functions. We also consolidated offices in various locations during fiscal years 2017 and 2018. We expect to incur additional expenses related to facility closures as part of this restructuring action through fiscal year 2021, but we do not expect these additional costs to be material. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation), facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions, and other costs, which include asset impairment charges. As part of this fiscal year 2017 restructuring, for the fiscal years ended November 30, 2020, 2019 and 2018, we incurred expenses of $ 0.4 million, $ 0.7 million, $ 2.3 million respectively, which are recorded as restructuring expenses in the consolidated statements of operations. 86 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, November 30, 2017 $ 540 $ 3,556 $ 4,096 Costs incurred 1,011 1,240 2,251 Cash disbursements ( 1,279 ) ( 4,802 ) ( 6,081 ) Translation adjustments and other 35 10 45 Balance, November 30, 2018 $ 307 $ 4 $ 311 Costs incurred 735 4 739 Cash disbursements ( 760 ) ( 8 ) ( 768 ) Asset impairment ( 89 ) — ( 89 ) Translation adjustments and other ( 2 ) — ( 2 ) Balance, November 30, 2019 $ 191 $ — $ 191 Costs incurred 365 — 365 Cash disbursements ( 549 ) — ( 549 ) Translation adjustments and other ( 3 ) — ( 3 ) Balance, November 30, 2020 $ 4 $ — $ 4 Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2020. Accordingly, a minimal balance of the restructuring reserve is included in other accrued liabilities on the consolidated balance sheet at November 30, 2020. Note 16: Income Taxes The components of income before income taxes are as follows (in thousands): Fiscal Year Ended November 30, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) U.S. $ 83,279 $ ( 11,778 ) $ 59,440 Foreign 13,356 40,273 1,356 Total $ 96,635 $ 28,495 $ 60,796 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. 87 The provision for income taxes is comprised of the following (in thousands): Fiscal Year Ended November 30, 2020 November 30, 2019 November 30, 2018 Current: Federal $ 12,294 $ 9,294 $ 8,979 State 3,871 1,862 1,387 Foreign 3,370 5,808 3,088 Total current 19,535 16,964 13,454 Deferred, as adjusted (1) : Federal ( 1,613 ) ( 12,191 ) ( 863 ) State ( 969 ) ( 2,399 ) ( 51 ) Foreign ( 40 ) ( 279 ) ( 1,414 ) Total deferred ( 2,622 ) ( 14,869 ) ( 2,328 ) Total $ 16,913 $ 2,095 $ 11,126 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. A reconciliation of the income taxes incurred at the U.S. Federal statutory rate compared to the effective tax rate is as follows (in thousands): Fiscal Year Ended November 30, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Tax at U.S. Federal statutory rate $ 20,293 $ 5,984 $ 13,513 Foreign rate differences ( 200 ) ( 2,619 ) 1,281 Effects of foreign operations included in U.S. Federal provision ( 167 ) 451 550 State income taxes, net 2,087 ( 918 ) 1,180 Research credits ( 905 ) ( 1,086 ) ( 302 ) Domestic production activities deduction — ( 248 ) ( 1,283 ) Tax-exempt interest ( 3 ) ( 27 ) ( 66 ) Nondeductible stock-based compensation 422 1,043 502 Meals and entertainment 162 198 192 Compensation subject to 162(m) 324 422 227 Uncertain tax positions and tax settlements 245 ( 720 ) ( 1,626 ) Remeasurement of net deferred tax liabilities due to the Act — — ( 1,660 ) Net excess tax benefit or detriment from stock-based compensation plans 61 ( 103 ) ( 861 ) Global intangible low tax inclusion ( 307 ) 2,100 — Foreign derived intangible deduction ( 5,297 ) ( 2,300 ) — Other 198 ( 82 ) ( 521 ) Total $ 16,913 $ 2,095 $ 11,126 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. The effective income tax rate is based on the income for the year, the composition of the income in different countries, changes related to valuation allowances and adjustments, if any, for the potential tax consequences or benefits of audits or other tax contingencies. Our aggregate income tax rate in foreign jurisdictions is lower than our effective income tax rate in the United States. The majority of our income before provision for income taxes from foreign operations has been earned by our subsidiary in Bulgaria that is taxed at a 10% tax rate. 88 Our United States income before provision for income taxes was at a deficit for fiscal year 2019 largely due to increased expense for amortization of acquired intangibles and due to an impairment expense of intangibles and long-lived assets. During the first quarter of fiscal year 2018, the Tax Cuts and Jobs Act (the "Act") was enacted in the United States. The Act reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, moved to a territorial tax system and eliminated the domestic production activities deduction. The Act also provided for a one-time deemed repatriation transition tax on the post-1986 undistributed foreign subsidiary earnings and profits through December 31, 2017. However, the Company concluded that it is not subject to the one-time transition tax due to the Company's foreign subsidiaries being in a net accumulated deficit position. Other international provisions of the Act became effective in fiscal year 2019 for the Company. The global intangible low-taxed income ("GILTI") provisions require the Company to include in its U.S. income tax base foreign subsidiary earnings in excess of an allowable return of the foreign subsidiary's tangible assets. During fiscal year 2018, the Company recognized a $ 1.7 million income tax benefit due to the re-measurement of its net U.S. deferred tax liabilities due to the Act. The components of deferred tax assets and liabilities are as follows (in thousands): November 30, 2020 November 30, 2019 Deferred tax assets: Accounts receivable $ 241 $ 174 Accrued compensation 2,861 3,283 Accrued liabilities and other 4,430 2,690 Deferred revenue 9,032 3,995 Stock-based compensation 4,814 4,342 Depreciation and amortization — 15,341 Tax credit and loss carryforwards 42,189 21,867 Operating lease liabilities 5,531 — Gross deferred tax assets 69,098 51,692 Valuation allowance ( 9,876 ) ( 8,864 ) Total deferred tax assets 59,222 42,828 Deferred tax liabilities: Goodwill ( 20,624 ) ( 18,879 ) Right-of-use lease assets ( 4,837 ) — Deferred revenue ( 3,027 ) ( 4,541 ) Depreciation and amortization ( 15,924 ) — Prepaid expenses ( 334 ) ( 810 ) Total deferred tax liabilities ( 44,746 ) ( 24,230 ) Total $ 14,476 $ 18,598 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 $ 1.0 million increase in the valuation allowance during fiscal year 2020 primarily relates to the currency revaluation of foreign net operating losses which have a valuation allowance recorded against them. The $ 0.1 million increase in the valuation allowance during fiscal year 2019 primarily relates to acquired foreign net operating losses which have a valuation allowance recorded against them. The $ 7.3 million increase in the valuation allowance during fiscal year 2018 primarily relates to losses in a foreign subsidiary that are more likely than not going to expire prior to utilization. At November 30, 2020, we have federal and foreign net operating loss carryforwards of $ 208.4 million expiring on various dates through 2034. In addition, we have state net operating loss carryforwards of $ 26.9 million expiring on various dates through 2028. At November 30, 2020, we have state tax credit carryforwards of approximately $ 3.6 million expiring on various 89 dates through 2035 and $ 2.3 million that may be carried forward indefinitely. In addition, we have federal tax credit carryforwards of approximately $ 5.7 million expiring on various dates through 2038. 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 $ 97.2 million as of November 30, 2020, as these earnings have been indefinitely reinvested. It is not practicable to determine the amount of the unrecognized deferred tax liability if the undistributed earnings were to be repatriated due to the complexity of the income tax laws and regulations and the effects of the Tax Reform Act. These earnings could be subject to non-U.S. withholding taxes and other federal, state and/or foreign taxes if they were remitted to the U.S. As of November 30, 2020, the total amount of unrecognized tax benefits was $ 6.2 million, of which $ 2.6 million was recorded in other noncurrent liabilities on the consolidated balance sheet and $ 3.6 million of deferred tax assets, principally related to U.S and foreign net operating loss carry-forwards and state research and development tax credits, have not been recorded. A reconciliation of the balance of our unrecognized tax benefits is as follows (in thousands): Fiscal Year Ended November 30, 2020 November 30, 2019 November 30, 2018 Balance, beginning of year $ 4,993 $ 5,787 $ 7,520 Tax positions related to a prior period 539 110 ( 15 ) Tax positions acquired 1,596 — — Settlements with tax authorities ( 12 ) ( 181 ) ( 39 ) Lapses due to expiration of the statute of limitations ( 897 ) ( 723 ) ( 1,679 ) Balance, end of year $ 6,219 $ 4,993 $ 5,787 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. The amount of interest and penalties accrued are not material in any of the periods presented. We do not expect any significant changes to the amount of unrecognized tax benefits in the next twelve months. Our Federal income tax returns have been examined or are closed by statute for all years prior to fiscal year 2017. Our state income tax returns have been examined or are closed by statute for all years prior to fiscal year 2016, and we are no longer subject to audit for those periods. Tax authorities for certain non-U.S. jurisdictions are also examining tax returns and the Company does not expect the results of these examinations to be 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 2014. 90 Note 17: 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, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Net income $ 79,722 $ 26,400 $ 49,670 Weighted average shares outstanding 44,886 44,791 45,561 Dilutive impact from common stock equivalents 435 549 574 Diluted weighted average shares outstanding 45,321 45,340 46,135 Basic earnings per share $ 1.78 $ 0.59 $ 1.09 Diluted earnings per share $ 1.76 $ 0.58 $ 1.08 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. We excluded stock awards representing approximately 1,268,000 shares, 932,000 shares, and 602,000 shares of common stock from the calculation of diluted earnings per share in the fiscal years ended November 30, 2020, 2019 and 2018, respectively, because these awards were anti-dilutive. Note 18: Business Segments and International Operations Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. Our chief operating decision maker is our Chief Executive Officer. We operate as three distinct business segments: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment. We do not manage our assets or capital expenditures by segment or assign other income (expense) and income taxes to segments. We manage and report such items on a consolidated company basis. 91 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, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Segment revenue: OpenEdge $ 326,444 $ 296,929 $ 277,806 Data Connectivity and Integration 34,187 39,903 23,129 Application Development and Deployment 81,519 76,466 78,046 Total revenue 442,150 413,298 378,981 Segment costs of revenue and operating expenses: OpenEdge 76,352 85,209 67,820 Data Connectivity and Integration 8,397 7,973 7,634 Application Development and Deployment 36,749 23,993 27,087 Total costs of revenue and operating expenses 121,498 117,175 102,541 Segment contribution margin: OpenEdge 250,092 211,720 209,986 Data Connectivity and Integration 25,790 31,930 15,495 Application Development and Deployment 44,770 52,473 50,959 Total contribution margin 320,652 296,123 276,440 Other unallocated expenses (2) 212,924 256,039 208,626 Income from operations 107,728 40,084 67,814 Other expense, net ( 11,093 ) ( 11,589 ) ( 7,018 ) Income before income taxes $ 96,635 $ 28,495 $ 60,796 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. (2) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: product development, corporate marketing, administration, amortization and impairment of acquired intangibles, impairment of long-lived assets, stock-based compensation, restructuring, acquisition-related expenses, loss on assets held for sale, and fees related to shareholder activist. 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, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) Performance obligations transferred at a point in time: Software licenses $ 115,249 $ 122,552 $ 99,800 Performance obligations transferred over time: Maintenance 288,887 259,006 249,171 Services 38,014 31,740 30,010 Total revenue $ 442,150 $ 413,298 $ 378,981 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. 92 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, 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, 2020 November 30, 2019 November 30, 2018 As Adjusted (1) United States $ 240,717 $ 213,252 $ 187,627 Canada 20,281 20,659 16,630 EMEA 143,754 137,301 135,055 Latin America 14,574 19,665 18,046 Asia Pacific 22,824 22,421 21,623 Total revenue $ 442,150 $ 413,298 $ 378,981 (1) The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. No single customer, partner, or country outside of the U.S. has accounted for more than 10% of our consolidated revenue in any year presented. Long-lived assets totaled $ 22.8 million, $ 25.7 million and $ 25.8 million in the U.S. and $ 7.0 million, $ 4.1 million and $ 4.9 million outside of the U.S. at the end of fiscal years 2020, 2019 and 2018, respectively. No individual country outside of the U.S. accounted for more than 10% of our consolidated long-lived assets. Note 19: Selected Quarterly Financial Data (unaudited) (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal year 2020: Revenue $ 109,683 $ 100,383 $ 109,699 $ 122,385 Gross profit 94,797 86,124 94,961 104,154 Income from operations 30,712 25,309 33,193 18,514 Net income 21,116 16,968 23,977 17,661 Basic earnings per share 0.47 0.38 0.53 0.39 Diluted earnings per share 0.46 0.37 0.53 0.39 Fiscal year 2019: Revenue $ 89,549 $ 99,995 $ 106,716 $ 117,038 Gross profit 73,510 82,384 85,891 96,272 Income (loss) from operations 15,409 14,741 15,960 ( 6,026 ) Net income (loss) 9,402 8,181 13,557 ( 4,740 ) Basic earnings (loss) per share 0.21 0.18 0.30 ( 0.11 ) Diluted earnings (loss) per share 0.21 0.18 0.30 ( 0.11 ) 93 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.