PROGRESS SOFTWARE CORP /MA 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders 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, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended November 30, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended November 30, 2024, 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, 2024, 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 21, 2025, 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 Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Refer to Note 14 to the Financial Statements Critical Audit Matter Description The Company derives its revenue from multiple sources, including software licenses, maintenance, and services. Frequently, the customer arrangements provide software licenses combined with maintenance resulting in multiple performance obligations under ASC 606, Revenue from Contracts with Customers . The identification of distinct performance obligations, 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 obligation within a contract (license, maintenance, and services) 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 and determine allocation of revenue in a contract with multiple performance obligations, auditing revenues 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 contracts with multiple performance obligations included the following, among others: • We tested the effectiveness of controls over revenue recognition, including those over the identification of distinct performance obligations and the allocation of the transaction price. 34 • 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 distinct performance obligations. • We selected a sample of revenue contracts and performed the following procedures: – We obtained and read the contracts and related contract documentation. – We evaluated whether management properly identified the contract terms and tested management’s application of the Company’s policies, including the identification of the performance obligations and allocation of the transaction price. – We tested the mathematical accuracy of management’s calculations of revenue recognized in the financial statements. /s/ Deloitte & Touche LLP Boston, Massachusetts January 21, 2025 We have served as the Company's auditor since 1990. 35 PROGRESS SOFTWARE CORPORATION Consolidated Balance Sheets (in thousands, except share data) November 30, 2024 November 30, 2023 Assets Current assets: Cash and cash equivalents $ 118,077 $ 126,958 Accounts receivable (less allowances of $ 749 and $ 851 , respectively) 163,575 125,825 Unbilled receivables 34,672 29,965 Other current assets 52,489 48,040 Total current assets 368,813 330,788 Long-term unbilled receivables 28,893 28,373 Property and equipment, net 13,746 15,225 Intangible assets, net 723,571 354,278 Goodwill 1,292,177 832,101 Right-of-use lease assets 30,894 18,711 Deferred tax assets 56,179 15,052 Other assets 12,693 8,255 Total assets $ 2,526,966 $ 1,602,783 Liabilities and stockholders’ equity Current liabilities: Current portion of long-term debt, net $ — $ 13,109 Accounts payable 13,910 12,371 Accrued compensation and related payroll taxes 64,672 49,559 Dividends payable to stockholders — 8,376 Short-term operating lease liabilities 9,202 10,114 Other accrued liabilities 35,219 22,499 Short-term deferred revenue, net 332,142 236,090 Total current liabilities 455,145 352,118 Long-term debt, net 730,000 356,111 Convertible senior notes, net 796,267 354,772 Long-term operating lease liabilities 26,259 13,000 Long-term deferred revenue, net 72,270 58,946 Deferred tax liabilities 2,279 3,574 Other noncurrent liabilities 5,958 4,547 Commitments and contingencies (Note 10 and Note 19) Stockholders’ equity: Preferred stock, $ 0.01 par value; authorized, 10,000,000 shares; issued, none — — Common stock, $ 0.01 par value; authorized, 200,000,000 shares; issued and outstanding, 43,360,695 shares in 2024 and 43,795,955 shares in 2023 434 438 Additional paid-in capital 354,158 370,579 Retained earnings 120,405 120,858 Accumulated other comprehensive loss ( 36,209 ) ( 32,160 ) Total stockholders’ equity 438,788 459,715 Total liabilities and stockholders’ equity $ 2,526,966 $ 1,602,783 See notes to consolidated financial statements. 36 PROGRESS SOFTWARE CORPORATION Consolidated Statements of Operations Fiscal Year Ended (in thousands, except per share data) November 30, 2024 November 30, 2023 November 30, 2022 Revenue: Software licenses $ 249,331 $ 220,789 $ 188,336 Maintenance and services 504,078 473,650 413,677 Total revenue 753,409 694,439 602,013 Costs of revenue: Cost of software licenses 10,942 11,153 10,243 Cost of maintenance and services 90,318 85,255 62,177 Amortization of acquired intangibles 29,222 30,169 22,076 Total costs of revenue 130,482 126,577 94,496 Gross profit 622,927 567,862 507,517 Operating expenses: Sales and marketing 164,570 156,076 140,760 Product development 146,342 132,401 114,568 General and administrative 89,518 83,157 77,876 Amortization of acquired intangibles 65,290 66,430 46,868 Restructuring expenses 10,454 8,407 879 Acquisition-related expenses 17,109 4,704 4,603 Cyber incident and vulnerability response expenses, net 5,641 6,164 602 Gain on sale of assets held for sale — — ( 10,770 ) Total operating expenses 498,924 457,339 375,386 Income from operations 124,003 110,523 132,131 Other (expense) income: Interest expense ( 32,012 ) ( 30,780 ) ( 15,790 ) Interest income and other, net 4,734 2,538 1,414 Foreign currency loss, net ( 2,461 ) ( 2,624 ) ( 500 ) Total other expense, net ( 29,739 ) ( 30,866 ) ( 14,876 ) Income before income taxes 94,264 79,657 117,255 Provision for income taxes 25,826 9,460 22,186 Net income $ 68,438 $ 70,197 $ 95,069 Earnings per share: Basic $ 1.58 $ 1.62 $ 2.19 Diluted $ 1.54 $ 1.57 $ 2.15 Weighted average shares outstanding: Basic 43,268 43,456 43,475 Diluted 44,427 44,658 44,247 Cash dividends declared per common share $ 0.53 $ 0.70 $ 0.70 See notes to consolidated financial statements. 37 PROGRESS SOFTWARE CORPORATION Consolidated Statements of Comprehensive Income Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Net income $ 68,438 $ 70,197 $ 95,069 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments ( 2,914 ) 5,289 ( 8,468 ) Unrealized (loss) gain on hedging activity, net of tax benefit of $ 360 and $ 698 in 2024 and 2023, respectively and net of tax provision of $ 1,797 in 2022 ( 1,135 ) ( 2,214 ) 5,688 Unrealized loss on investments, net of tax benefit of $ 4 in 2022 — — ( 12 ) Total other comprehensive (loss) income, net of tax ( 4,049 ) 3,075 ( 2,792 ) Comprehensive income $ 64,389 $ 73,272 $ 92,277 See notes to consolidated financial statements. 38 PROGRESS SOFTWARE CORPORATION Consolidated Statements of Stockholders’ Equity Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity (in thousands) Number of Shares Amount Balance, December 1, 2021 44,146 $ 441 $ 354,235 $ 90,256 $ ( 32,443 ) $ 412,489 Cumulative effect of adoption of ASU 2020-06 — — ( 47,456 ) 4,893 — ( 42,563 ) Issuance of stock under employee stock purchase plan 301 3 9,201 — — 9,204 Exercise of stock options 174 2 6,783 — — 6,785 Vesting of restricted stock units and release of deferred stock units 448 5 ( 5 ) — — — Withholding tax payments related to net issuance of restricted stock units ( 117 ) ( 1 ) ( 8,487 ) — — ( 8,488 ) Stock-based compensation — — 37,094 — — 37,094 Dividends declared — — — ( 31,253 ) — ( 31,253 ) Treasury stock repurchases and retirements ( 1,695 ) ( 17 ) ( 19,715 ) ( 57,309 ) — ( 77,041 ) Net income — — — 95,069 — 95,069 Other comprehensive loss — — — — ( 2,792 ) ( 2,792 ) Balance, November 30, 2022 43,257 $ 433 $ 331,650 $ 101,656 $ ( 35,235 ) $ 398,504 Issuance of stock under employee stock purchase plan 279 2 10,287 — — 10,289 Exercise of stock options 485 5 15,270 — — 15,275 Vesting of restricted stock units and release of deferred stock units 615 6 ( 6 ) — — — Withholding tax payments related to net issuance of restricted stock units ( 229 ) ( 2 ) ( 12,375 ) — — ( 12,377 ) Stock-based compensation — — 40,529 — — 40,529 Dividends declared — — — ( 31,815 ) — ( 31,815 ) Treasury stock repurchases and retirements ( 611 ) ( 6 ) ( 14,776 ) ( 19,180 ) — ( 33,962 ) Net income — — — 70,197 — 70,197 Other comprehensive income — — — — 3,075 3,075 Balance, November 30, 2023 43,796 $ 438 $ 370,579 $ 120,858 $ ( 32,160 ) $ 459,715 Issuance of stock under employee stock purchase plan 324 3 12,330 — — 12,333 Exercise of stock options 379 4 15,462 — — 15,466 Vesting of restricted stock units and release of deferred stock units 796 8 ( 8 ) — — — Withholding tax payments related to net issuance of restricted stock units ( 292 ) ( 3 ) ( 17,167 ) — — ( 17,170 ) Stock-based compensation — — 46,756 — — 46,756 Purchase of capped calls, net of tax — — ( 32,080 ) — — ( 32,080 ) Dividends declared — — — ( 23,844 ) — ( 23,844 ) Treasury stock repurchases and retirements ( 1,642 ) ( 16 ) ( 41,714 ) ( 45,047 ) — ( 86,777 ) Net income — — — 68,438 — 68,438 Other comprehensive loss — — — — ( 4,049 ) ( 4,049 ) Balance, November 30, 2024 43,361 $ 434 $ 354,158 $ 120,405 $ ( 36,209 ) $ 438,788 See notes to consolidated financial statements. 39 PROGRESS SOFTWARE CORPORATION Consolidated Statements of Cash Flows Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Cash flows from operating activities: Net income $ 68,438 $ 70,197 $ 95,069 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment 6,426 6,345 5,002 Amortization of acquired intangibles and other 96,618 96,802 69,730 Amortization of debt discount and issuance costs 3,525 2,147 2,112 Stock-based compensation 46,756 40,529 37,094 Non-cash lease expense 11,723 9,393 7,781 Gain on sale of assets held for sale — — ( 10,770 ) Deferred income taxes ( 7,750 ) ( 28,641 ) ( 7,602 ) Credit losses and other sales allowances 544 488 774 Changes in operating assets and liabilities: Accounts receivable ( 45,880 ) 12,119 ( 27,254 ) Other assets ( 2,897 ) ( 1,579 ) ( 2,214 ) Inventories — 2,489 ( 1,556 ) Accounts payable and accrued liabilities 28,922 ( 1,242 ) ( 3,583 ) Lease liabilities ( 11,556 ) ( 10,472 ) ( 8,571 ) Income taxes payable 442 ( 553 ) ( 120 ) Deferred revenue, net 16,183 ( 24,102 ) 36,268 Net cash flows from operating activities 211,494 173,920 192,160 Cash flows (used in) from investing activities: Purchases of investments — ( 15,262 ) — Sales and maturities of investments — 15,700 1,950 Purchases of property and equipment ( 5,206 ) ( 5,570 ) ( 6,090 ) Payments for acquisitions, net of cash acquired ( 852,702 ) ( 355,250 ) — Proceeds from sale of long-lived assets, net — — 25,998 Other investing activities — — 134 Net cash flows (used in) from investing activities ( 857,908 ) ( 360,382 ) 21,992 Cash flows from (used in) financing activities: Proceeds from equity plans 27,761 25,956 16,165 Payments for taxes related to net share settlements of equity awards ( 17,170 ) ( 12,377 ) ( 7,824 ) Repurchases of common stock ( 86,777 ) ( 33,962 ) ( 77,041 ) Proceeds from issuance of convertible senior notes, net of issuance costs of $ 11,200 438,750 — — Purchase of capped calls ( 42,210 ) — — Dividend payments to stockholders ( 31,460 ) ( 31,554 ) ( 31,063 ) Proceeds from the issuance of debt 730,000 195,000 7,475 Repayment of revolving line of credit ( 110,000 ) ( 85,000 ) — Principal payment on term loan ( 261,250 ) ( 6,875 ) ( 6,873 ) Payment of credit facility debt issuance costs ( 6,821 ) — ( 2,262 ) Net cash flows from (used in) financing activities 640,823 51,188 ( 101,423 ) Effect of exchange rate changes on cash ( 3,290 ) 5,955 ( 11,858 ) Net (decrease) increase in cash and cash equivalents ( 8,881 ) ( 129,319 ) 100,871 Cash and cash equivalents, beginning of year 126,958 256,277 155,406 Cash and cash equivalents, end of year $ 118,077 $ 126,958 $ 256,277 40 Supplemental disclosure: Cash paid for income taxes, net of refunds of $ 2,881 in 2024, $ 965 in 2023 and $ 968 in 2022 $ 32,386 $ 39,771 $ 28,680 Cash paid for interest $ 21,771 $ 23,867 $ 8,572 Non-cash investing and financing activities: Dividends declared and unpaid $ — $ 8,376 $ 8,115 See notes to consolidated financial statements. 41 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 software products that enable our customers to develop, deploy and manage responsible AI-powered applications and digital experiences. 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, which is a software-as-a-service ("SaaS") offering. More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally independent software vendors ("ISVs"), original equipment manufacturers ("OEMs"), distributors and value-added resellers. ISVs develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology. OEMs are companies that embed our products into their own software products or devices. Value-added resellers are companies that add features or services to our product, then resell it as an integrated product or complete "turn-key" solution. In 2024, we acquired ShareFile, which has a SaaS offering. We operate in North America, Latin America, Europe, the Middle East and Africa ("EMEA"), and Asia and Australia ("Asia Pacific"), through local subsidiaries as well as independent distributors. 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. 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 stockholders’ equity. For foreign operations where the U.S. dollar is considered to be the functional currency, we remeasure monetary assets and liabilities into U.S. dollars at the exchange rate on the balance sheet date and non-monetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. We translate income and expense items at average rates of exchange prevailing during each period. We recognize remeasurement adjustments currently as a component of foreign currency loss, net in the statements of operations. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in foreign currency loss, net in the statements of operations as incurred. Cash Equivalents Cash equivalents include short-term, highly liquid investments purchased with remaining maturities of three months or less. As of November 30, 2024 and 2023, all of our cash equivalents were invested in money market funds. 42 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, 2024 November 30, 2023 November 30, 2022 Beginning balance $ 678 $ 740 $ 552 Charge to costs and expenses 420 435 493 Write-offs and other ( 638 ) ( 499 ) ( 302 ) Translation adjustments ( 6 ) 2 ( 3 ) Ending balance $ 454 $ 678 $ 740 Concentrations of Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, derivative instruments and trade receivables. We hold our cash and cash equivalents 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 2024, 2023 or 2022. Fair Value Measurements We account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets. Our Level 1 investments include money market funds. • Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, foreign exchange rates, and forward and spot prices for currencies. Our Level 2 derivative assets and liabilities include certain over-the-counter forward and swap contracts, In addition, our disclosures related to the fair value of our 2026 Notes and 2030 Notes (together referred to as "the Notes") are Level 2 measurements. • Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. We do not have any Level 3 fair value measurements. 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. 43 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. The interest rate swap, which matured on April 30, 2024, was designated as a cash flow hedge and the effectiveness of the hedge was assessed both at the onset of the hedge and at regular intervals throughout the life of the derivative. As the interest rate swap was highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the derivative were included as a component of accumulated other comprehensive loss on our consolidated balance sheets until the debt was retired and the swap matured. 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, and Indian rupee. 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 are not designated as hedges. Although these derivatives are not designated as hedges, we believe that such instruments are closely correlated with the underlying exposure, thus managing the associated risk. The gains or losses from changes in the fair value of such derivative instruments that are not accounted for as hedges are recognized in earnings in foreign currency loss, net in the consolidated statements of operations. In fiscal year 2024, we recognized realized and unrealized losses of $ 1.5 million from our forward contracts. Property and Equipment We record property and equipment at 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 and furniture and fixtures, 5 to 7 years. Repairs and maintenance costs are expensed as incurred. Goodwill, Intangible Assets, and Long-Lived Assets Goodwill 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. The Company operates as a single reporting unit. 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. Intangible Assets and Long-Lived Assets Intangible assets are comprised of purchased technology, customer-related assets, and trademarks and trade names acquired through business combinations. All of our intangible assets are amortized using the straight-line method over their estimated useful life. We 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. We did no t recognize any asset impairment charges in the years presented. 44 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 on Investments Unrealized Gains (Losses) on Hedging Activity Total Balance, December 1, 2022 $ ( 38,523 ) $ ( 61 ) $ 3,349 $ ( 35,235 ) Other comprehensive income (loss) 5,289 — ( 2,214 ) 3,075 Balance, December 1, 2023 $ ( 33,234 ) $ ( 61 ) $ 1,135 $ ( 32,160 ) Other comprehensive loss ( 2,914 ) — ( 689 ) ( 3,603 ) Amounts reclassified from accumulated other comprehensive loss into net income, net of tax ( 61 ) 61 ( 446 ) ( 446 ) Balance, November 30, 2024 $ ( 36,209 ) $ — $ — $ ( 36,209 ) The tax effect on accumulated unrealized gains on hedging activity was a deferred tax liability of $ 0.4 million and $ 1.1 million as of November 30, 2023 and 2022, 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. 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 generally 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, we do not have an observable stand-alone selling price ("SSP") for licenses. 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. 45 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 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 $ 1.5 million, $ 1.1 million, and $ 1.1 million in fiscal years 2024, 2023, and 2022, respectively. Warranty Costs We make periodic provisions for expected warranty costs. Historically, warranty costs have been insignificant. Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using either the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally 4 or 5 years for options and 3 or 4 years for restricted stock units, and adjust the expense each period for actual forfeitures. We recognize stock-based compensation expense related to performance stock units and our employee stock purchase plan using an accelerated attribution. Acquisition-Related Costs Acquisition-related costs are expensed as incurred and include those costs incurred as a result of a business combination. These costs primarily 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 $ 17.1 million, $ 4.7 million, and $ 4.6 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, 2024, 2023, and 2022, respectively. 46 Restructuring Expenses We record restructuring expense when management commits to and approves a restructuring plan, the restructuring plan identifies all significant actions, the period of time to complete the restructuring plan indicates that significant changes to the restructuring plan are not likely to occur, and employees who are impacted have been notified of the pending involuntary termination. Restructuring expense is comprised primarily of costs related to employee-related severance and benefits and property abandonment, including future lease commitments, net of any sublease income, and associated leasehold improvements. Income Taxes We provide for deferred income taxes resulting from temporary differences between financial and taxable income. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. We recognize and measure uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step approach. We first determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is that we measure the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes on our consolidated statements of operations. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2025 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") . ASU 2023-09 is intended to improve the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company beginning with the annual period ending November 30, 2026, allowing for adoption on a prospective basis or a retrospective option. Early adoption is permitted. The adoption of this standard only impacts disclosures and is not expected to have a material impact on the Company's consolidated financial statements. In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) : Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements and disclosures. Note 2: Cash and Cash Equivalents A summary of our cash and cash equivalents at November 30, 2024 is as follows: (in thousands) Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 116,254 $ — $ — $ 116,254 Money market funds 1,823 — — 1,823 Total $ 118,077 $ — $ — $ 118,077 47 A summary of our cash and cash equivalents at November 30, 2023 is as follows: (in thousands) Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash $ 126,958 $ — $ — $ 126,958 Note 3: Derivative Instruments Cash Flow Hedge Our interest rate swap contract with an initial notional amount of $ 150.0 million matured on April 30, 2024. We entered into the contract to manage the variability of cash flows associated with approximately one-half of our variable rate debt. The contract required periodic interest rate settlements, and we received a floating rate based on the greater of 1-month SOFR or 0.00 % and paid a fixed rate of 1.855 % on the outstanding notional amount. The interest rate swap was designated as a cash flow hedge and the effectiveness of the hedge was assessed both at the onset of the hedge and at regular intervals throughout the life of the derivative. As the interest rate swap was highly effective in offsetting the variability of the hedged cash flows, changes in the fair value of the derivative were included as a component of other comprehensive loss on our condensed consolidated balance sheets through the first quarter of fiscal year 2024. On March 1, 2024, we repaid our variable rate debt in full and concurrently reclassified an unrealized gain of $ 0.6 million from accumulated other comprehensive loss to interest expense in our condensed consolidated statements of operations upon the maturity of the interest rate swap. As of November 30, 2023, the fair value of the hedge was a gain of $ 1.5 million, and was included in other assets on our consolidated balance sheets. The net amount of accumulated other comprehensive loss reclassified to interest expense during fiscal years 2024, 2023, and 2022 resulted in income of $ 1.5 million and $ 3.6 million, and expense of $ 0.7 million, respectively. The fair value of the derivative represented the discounted value of the expected future discounted cash flows for the interest rate swap, based on the payment schedule and the current forward curve for the remaining term of the contract, as of the date of each reporting period: November 30, 2024 November 30, 2023 (in thousands) Notional Value Fair Value Notional Value Fair Value Interest rate swap contracts designated as cash flow hedges $ — $ — $ 103,125 $ 1,495 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 3 years from the date the contract was entered. At November 30, 2024, $ 0.2 million and $ 0.8 million was recorded in other current assets and other noncurrent liabilities on the consolidated balance sheets, respectively. At November 30, 2023, $ 2.5 million was recorded in other accrued liabilities on the consolidated balance sheets. In fiscal years 2024, 2023 and 2022, net realized and unrealized losses of $ 1.5 million, gains of $ 2.3 million and losses of $ 7.7 million respectively, from our forward contracts were recognized in foreign currency loss, net on the consolidated statements of operations. 48 The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates: November 30, 2024 November 30, 2023 (in thousands) Notional Value Fair Value Notional Value Fair Value Forward contracts to sell U.S. dollars $ 94,020 $ ( 618 ) $ 102,229 $ ( 2,526 ) Forward contracts to purchase U.S. dollars 1,195 ( 6 ) 844 ( 4 ) Total $ 95,215 $ ( 624 ) $ 103,073 $ ( 2,530 ) Note 4: Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2024: Fair Value Measurements Using (in thousands) Total Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 1,823 $ 1,823 $ — $ — Liabilities Foreign exchange derivatives $ ( 624 ) $ — $ ( 624 ) $ — The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at November 30, 2023: Fair Value Measurements Using (in thousands) Total Fair Value Level 1 Level 2 Level 3 Assets Interest rate swap $ 1,495 $ — $ 1,495 $ — Liabilities Foreign exchange derivatives $ ( 2,530 ) $ — $ ( 2,530 ) $ — Assets and Liabilities Not Carried at Fair Value Fair Value of the Convertible Senior Notes The following table details the fair value and carrying value of the Notes: November 30, 2024 November 30, 2023 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Convertible senior notes due 2026 (1) $ 356,946 $ 449,094 $ 354,772 $ 377,125 Convertible senior notes due 2030 (2) 439,321 550,827 — — Total $ 796,267 $ 999,921 $ 354,772 $ 377,125 (1) The carrying value of the 2026 Notes are reflected net of $ 3.1 million and $ 5.2 million of unamortized debt issuance costs as of November 30, 2024 and November 30, 2023, respectively. (2) The carrying value of the 2030 Notes are reflected net of $ 10.7 million of unamortized debt issuance costs as of November 30, 2024. The fair value of the Notes is based on the quoted prices in an over-the-counter market on the last trading day of the reporting period and classified within Level 2 in the fair value hierarchy. 49 Fair Value of Other Financial Assets and Liabilities The carrying amounts of other financial assets and liabilities including cash and cash equivalents, accounts receivable, unbilled accounts receivable, accounts payable, and accrued liabilities approximate their respective fair values due to their immediate or short-term maturities. Note 5: Property and Equipment Property and equipment consists of the following: (in thousands) November 30, 2024 November 30, 2023 Computer equipment and software $ 45,451 $ 46,405 Buildings and leasehold improvements 9,197 9,874 Furniture and fixtures 3,453 3,828 Capitalized software development costs 276 276 Property and equipment, gross 58,377 60,383 Less accumulated depreciation and amortization ( 44,631 ) ( 45,158 ) Property and equipment, net $ 13,746 $ 15,225 Depreciation and amortization expense related to property and equipment was $ 6.4 million, $ 6.3 million, and $ 5.0 million for the years ended November 30, 2024, 2023, and 2022, respectively. Note 6: Intangible Assets and Goodwill Intangible Assets Intangible assets are comprised of the following significant classes: November 30, 2024 November 30, 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Purchased technology $ 399,000 $ ( 210,264 ) $ 188,736 $ 280,000 $ ( 181,045 ) $ 98,955 Customer-related 777,608 ( 282,384 ) 495,224 458,608 ( 221,362 ) 237,246 Trademarks and trade names 77,111 ( 37,500 ) 39,611 50,111 ( 32,034 ) 18,077 Total $ 1,253,719 $ ( 530,148 ) $ 723,571 $ 788,719 $ ( 434,441 ) $ 354,278 We amortize intangible assets assuming no expected residual value. Amortization expense related to these intangible assets was $ 94.5 million, $ 96.6 million, and $ 68.9 million in fiscal years 2024, 2023, and 2022, respectively. Future amortization expense for intangible assets as of November 30, 2024 is as follows: (in thousands) 2025 $ 145,188 2026 135,088 2027 111,169 2028 99,586 2029 99,586 Thereafter 132,954 Total $ 723,571 50 Goodwill Changes in the carrying amount of goodwill for fiscal years 2024 and 2023 are as follows: (in thousands) November 30, 2024 November 30, 2023 Balance, beginning of year $ 832,101 $ 671,037 Additions (1) 459,459 161,070 Measurement period adjustments (2) 700 — Translation adjustments ( 83 ) ( 6 ) Balance, end of year $ 1,292,177 $ 832,101 (1) The additions to goodwill during fiscal years 2024 and 2023 are related to the acquisition of ShareFile and MarkLogic, respectively. Refer to Note 7: Business Combinations for further information. (2) Represents final measurement period adjustments related to MarkLogic during fiscal year 2024. Refer to Note 7: Business Combinations for further information. During fiscal year 2024, we performed a quantitative assessment as of October 31, 2024 and concluded that there was no impairment. We did no t recognize any goodwill impairment charges during the years presented. Note 7: Business Combinations ShareFile Acquisition On October 31, 2024, we completed the acquisition of ShareFile from Cloud for an aggregate purchase price of $ 875.0 million in cash, subject to a $ 25.0 million working capital credit and certain customary adjustments. We funded the acquisition through $ 730.0 million in borrowings under our existing $ 900.0 million revolving credit facility and cash on hand. Refer to Note 8: Debt for further information. The acquisition consideration for ShareFile has been preliminarily allocated to ShareFile’s assets and assumed liabilities based on estimated fair values. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to change as we obtain additional information for those estimates during the measurement period, which is up to one year from the acquisition date. The preliminary allocation of the purchase price is as follows: (in thousands) Preliminary Purchase Price Allocation Life Net working capital $ 892 Property, plant and equipment 54 Purchased technology 119,000 7 years Trade name 27,000 7 years Customer relationships 319,000 7 years Deferred taxes 23,456 Deferred revenue ( 96,159 ) Goodwill 459,459 Net assets acquired $ 852,702 The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. The valuation assumptions take into consideration our estimates of customer attrition, technology obsolescence, and revenue growth projections. We 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 $ 459.5 million of goodwill, of which a portion is deductible for tax purposes. 51 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, 2024, we incurred approximately $ 15.6 million of acquisition-related costs, which are included in acquisition-related expenses on our consolidated statement of operations. The amount of revenue of ShareFile included in our consolidated statement of operations during the fiscal year ended November 30, 2024, was approximately $ 21.1 million. We determined that disclosing the amount of ShareFile related earnings included in the consolidated statement of operations is impracticable, as certain operations of ShareFile were integrated into the operations of the Company from the date of acquisition. In connection and concurrent with the ShareFile acquisition, we entered into a Transition Services Agreement ("TSA") with Cloud for a period of six months from the date of acquisition, with the option to extend the TSA beyond this period for certain services. Expenses related to the TSA are not expected to be significant. Pro Forma Information The following pro forma financial information presents the combined results of operations of Progress and ShareFile as if the acquisition had occurred on December 1, 2022, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the ShareFile acquisition and factually supportable. These pro forma adjustments include: (i) a net increase in amortization expense to record amortization expense relating to the $ 465.0 million of acquired identifiable intangible assets, (ii) an increase in interest expense to record interest for the periods presented as a result of drawing down our revolving line of credit in connection with the acquisition, (iii) an increase in acquisition-related expenses in connection with the acquisition that were not included in the purchase price, (iv) additional expense related to the TSA entered into between Progress and Cloud, and (v) the income tax effect of the adjustments made at the statutory tax rate of the U.S. (approximately 24.0%). 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, 2022. (in thousands, except per share data) Pro Forma Fiscal Year Ended November 30, 2024 Pro Forma Fiscal Year Ended November 30, 2023 Revenue $ 978,757 $ 907,010 Net income $ 35,678 $ 2,457 Net income per basic share $ 0.82 $ 0.06 Net income per diluted share $ 0.80 $ 0.06 MarkLogic Acquisition On February 7, 2023, we completed the acquisition of the parent company of MarkLogic Corporation ("MarkLogic"), pursuant to the Stock Purchase Agreement (the "Purchase Agreement"), dated as of January 3, 2023. The acquisition was completed for a base purchase price of $ 355.0 million, subject to certain customary adjustments, in cash. The acquisition consideration for MarkLogic has been allocated to MarkLogic’s tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The excess of total consideration over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. During the first fiscal quarter of 2024, the measurement period adjustments were completed, which resulted in a $ 0.7 million increase in goodwill primarily related to net working capital adjustments, as compared to the amounts previously reported. The purchase price allocation is now complete. 52 The allocation of the purchase price is as follows: (in thousands) Purchase Price Allocation Life Net working capital $ 46,335 Property, plant and equipment 723 Purchased technology 67,300 7 years Trade name 12,500 7 years Customer relationships 152,300 7 years Other assets, including long-term unbilled receivables 4,477 Deferred taxes ( 24,478 ) Deferred revenue ( 32,418 ) Goodwill 161,770 Net assets acquired $ 388,509 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. Tangible assets acquired and assumed liabilities were recorded at fair value. We determined the acquisition date deferred revenue balances based on our assessment of the individual contracts acquired. 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 and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $ 161.8 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. We determined that disclosing the amount of MarkLogic related earnings included in the consolidated statement of operations is impracticable, as certain operations of MarkLogic were integrated into the operations of the Company from the date of acquisition. Pro Forma Information The following pro forma financial information presents the combined results of operations of Progress and MarkLogic as if the acquisition had occurred on December 1, 2021, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the MarkLogic acquisition and factually supportable. These pro forma adjustments include: (i) a net increase in amortization expense to record amortization expense relating to the $ 232.1 million of acquired identifiable intangible assets, (ii) an increase in interest expense to record interest for the period presented as a result of drawing down our revolving line of credit in connection with the acquisition, and (iii) the income tax effect of the adjustments made at the statutory tax rate of the U.S. (approximately 24.5%). The pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2021. 53 (in thousands, except per share data) Pro Forma Fiscal Year Ended November 30, 2023 Pro Forma Fiscal Year Ended November 30, 2022 Revenue $ 733,289 $ 712,170 Net income $ 79,411 $ 77,058 Net income per basic share $ 1.83 $ 1.77 Net income per diluted share $ 1.78 $ 1.74 Note 8: Debt In March of 2024, the Company refinanced its debt by issuing the 2030 Notes and used the proceeds to pay off the outstanding balance of the term loan and revolving line of credit under our previous credit agreement. We also entered into an amended and restated credit facility as described below. Notes Payable 2030 Convertible Senior Notes On March 1, 2024, the Company issued, in a private placement, convertible senior notes with an aggregate principal amount of $ 450 million, due March 1, 2030, unless earlier repurchased, redeemed or converted. The proceeds from the 2030 Notes were used in part to enter into the 2024 Capped Call Transactions, described below, for working capital, and for other general corporate purposes, including paying off the existing term loan and revolving line of credit. There are no required principal payments prior to the maturity of the 2030 Notes. The 2030 Notes bear interest at an annual rate of 3.5 %, payable semi-annually in arrears on September 1 and March 1 of each year, beginning on September 1, 2024. The Company incurred approximately $ 12.0 million in issuance costs for the issuance of the 2030 Notes. Conversion Rights Before November 1, 2029, Noteholders may convert their 2030 Notes in the following circumstances: • During any fiscal quarter commencing after the fiscal quarter ending on May 31, 2024, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least twenty trading days (whether or not consecutive) during the thirty consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter; or • During the five consecutive business days immediately after any ten consecutive trading day period (the "Measurement Period"), if the trading price per $1,000 principal amount of 2030 Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of Company’s common stock on such trading day and the conversion rate on such trading day; or • Upon the occurrence of distributions on the Company’s common stock, which distribution per share of common stock has a value exceeding 10 % of the last reported sale price per share on the trading day immediately before the date such distribution is announced; or • Upon the occurrence of certain corporate events or if the Company calls such 2030 Notes for redemption, then the Noteholder of any Note may convert such Note. From and after November 1, 2029, Noteholders may convert their 2030 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will satisfy its conversion obligations by paying cash up to the aggregate principal amount of 2030 Notes to be converted, by issuing shares of its common stock or a combination of cash and shares of its common stock, at its election. The initial conversion rate is 14.7622 shares of common stock per $1,000 principal amount of the 2030 Notes, representing an initial conversion price of approximately $ 67.74 per share of common stock. The conversion rate will be adjusted upon the occurrence of certain events, including spin-offs, tender offers, exchange offers, make-whole fundamental change and certain stockholder distributions. Repurchase Rights On or after March 5, 2027, and on or before the 60th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the 2030 Notes, subject to partial redemption limitation, at a repurchase price equal to the principal amount, plus accrued and unpaid interest, if the last reported sale price per share of the Company’s common stock exceeded 130 % of the conversion price on (1) each of at least twenty trading days (whether or not consecutive) during any thirty consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice 54 and (2) the trading day immediately before the date the Company sends such notice. Pursuant to the partial redemption limitation, the Company may not elect to redeem less than all of the outstanding 2030 Notes unless at least $ 100.0 million aggregate principal amount of 2030 Notes are outstanding and not subject to redemption as of the time it sends the related redemption notice. If certain corporate events that constitute a fundamental change (e.g., events such as business combination transactions involving the Company, shareholder approval of liquidation or dissolution of the Company, and certain de-listing events with respect to the Company’s common stock) occur at any time, holders may, subject to certain exceptions, require the Company to purchase their 2030 Notes in whole or in part for cash at a price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. 2024 Capped Call Transactions On February 27, 2024, in connection with the pricing of the 2030 Notes, the Company entered into privately negotiated capped call transactions ("2024 Capped Call Transactions"). The 2024 Capped Call Transactions cover approximately 6.6 million shares of the Company’s common stock, which represent the number of shares of common stock initially underlying the 2030 Notes. The 2024 Capped Call Transactions are generally expected to reduce potential dilution to our common stock upon any conversion of the 2030 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the 2024 Capped Call Transactions was initially $ 92.98 per share of common stock, which represents a premium of 75 % over the last reported sale price of the common stock of $ 53.13 per share on February 27, 2024, and is subject to certain adjustments under the terms of the 2024 Capped Call Transactions. The cost of the purchased capped calls of $ 42.2 million was recorded as a reduction to additional paid-in-capital upon settlement in March 2024. Accounting for the 2030 Notes The 2030 Notes are classified as a non-current liability on our condensed consolidated balance sheets and the conversion option does not require bifurcation as an embedded derivative. Issuance costs of $ 12.0 million were recorded as a reduction to the principal balance of the 2030 Notes and will be amortized as interest expense using the effective interest method over the contractual term. Fiscal Year Ended (in thousands) November 30, 2024 Contractual interest expense ( 3.5 % coupon) $ 11,813 Amortization of debt discount and issuance costs (1) 1,351 $ 13,164 (1) Amortization based upon an effective interest rate of 4.0 % . 2026 Convertible Senior Notes In April 2021, the Company issued, in a private placement, convertible senior notes with an aggregate principal amount of $ 360 million, due April 15, 2026, unless earlier repurchased, redeemed or converted. There are no required principal payments prior to the maturity of the 2026 Notes. The 2026 Notes bear interest at an annual rate of 1 %, payable semi-annually in arrears on April 15 and October 15 of each year. The Company incurred approximately $ 10.8 million in issuance costs for the issuance of the 2026 Notes. Conversion Rights Before January 15, 2026, Noteholders may convert their 2026 Notes in the following circumstances: • During any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending on May 31, 2021, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for each of at least twenty trading days (whether or not consecutive) during the thirty consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter; • During the five consecutive business days immediately after any ten consecutive trading day period (the "Measurement Period"), if the trading price per $1,000 principal amount of 2026 Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of Company’s common stock on such trading day and the conversion rate on such trading day; or • Upon the occurrence of certain corporate events or distributions on the Company’s common stock, or if the Company calls such 2026 Notes for redemption, then the Noteholder of any Note may convert such Note at any time before the close of business on the business day immediately before the related redemption date. 55 From and after January 15, 2026, Noteholders may convert their 2026 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will satisfy its conversion obligations by paying cash up to the aggregate principal amount of 2026 Notes to be converted, by issuing shares of its common stock or a combination of cash and shares of its common stock, at its election. The initial conversion rate is 17.4525 shares of common stock per $1,000 principal amount of the 2026 Notes, representing an initial conversion price of approximately $ 57.30 per share of common stock. The conversion rate will be adjusted upon the occurrence of certain events, including spin-offs, tender offers, exchange offers, make-whole fundamental change and certain stockholder distributions. Repurchase Rights On or after April 20, 2024, and on or before the 50th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the 2026 Notes, subject to the partial redemption limitation, at a repurchase price equal to 100 % of the principal amount, plus accrued and unpaid interest, if the last reported sale price per share of the Company’s common stock exceeded 130 % of the conversion price on (1) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice and (2) the trading day immediately before the date the Company sends such notice. Pursuant to the partial redemption limitation, the Company may not elect to redeem less than all of the outstanding 2026 Notes unless at least $ 100.0 million aggregate principal amount of 2026 Notes are outstanding and not subject to redemption as of the time it sends the related redemption notice. 2021 Capped Call Transactions On April 8, 2021, in connection with the pricing of the 2026 Notes, the Company entered into privately negotiated capped call transactions ("2021 Capped Call Transactions") with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions. The 2021 Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Notes, approximately 6.3 million shares (representing the number of shares of common stock initially underlying the 2026 Notes) of the Company’s common stock. The 2021 Capped Call Transactions are generally expected to reduce potential dilution to our common stock upon any conversion of the 2026 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the 2021 Capped Call Transactions will initially be $ 89.88 per share of common stock, which represents a premium of 100 % over the last reported sale price of the common stock of $ 44.94 per share on April 8, 2021, and is subject to certain adjustments under the terms of the 2021 Capped Call Transactions. The cost of the purchased capped calls of $ 43.1 million was recorded as a reduction to additional paid-in-capital upon settlement in April 2021. We elected to integrate the 2021 capped call options with the applicable 2026 Notes for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $ 43.1 million gross cost of the purchased 2021 capped calls will be deductible for income tax purposes as original discount interest over the term of the 2026 Notes. Accounting for the 2026 Notes The Company adopted ASU 2020-06 using the modified retrospective approach on December 1, 2021. Under ASU 2020-06, we no longer separate the Notes into liability and equity components. We recognized the cumulative effect of applying this new standard as of December 1, 2021. In accounting for the transaction, prior to the adoption of ASU 2020-06, the 2026 Notes were separated into liability and equity components. The initial carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The amount initially recognized for the equity component totaled $ 64.8 million. The excess of the 2026 Notes’ principal amount over the initial carrying amount of the liability component, referred to as the debt discount, was amortized as interest expense over the 2026 Notes’ contractual term. The equity component, which represented the difference between the gross proceeds and the initial liability component, was recorded as an increase to additional paid-in capital and was not remeasured. Upon adoption of ASU 2020-06 on December 1, 2021, using the modified retrospective method, the Company reversed the separation of the debt and equity components and accounted for the 2026 Notes wholly as debt. The Company also reversed the amortization of the debt discount that was due to the equity component, with a cumulative adjustment to retained earnings on the adoption date. Further, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense over the remaining term at an effective interest rate of 1.63 % with a cumulative adjustment to retained earnings on the adoption date. 56 We recognized the cumulative effect of initially applying this new standard as of December 1, 2021 as an adjustment to the December 1, 2021 opening balance of retained earnings. The conversion option that was previously accounted for in equity under the cash conversion model was recombined into the convertible debt outstanding, and as a result, additional paid in capital and the related unamortized debt discount on the 2026 convertible senior notes were reduced. The removal of the remaining debt discount recorded for this previous separation has the effect of increasing our net debt balance. We recorded a $ 47.5 million decrease to additional paid-in capital, a $ 56.0 million decrease to debt discount, a $ 4.9 million increase to retained earnings, and a $ 13.4 million decrease to long-term deferred tax liabilities. As a result of the adoption of ASU 2020-06, non-cash interest expense decreased by approximately $ 11.5 million in 2022 and 2023 as well as in future periods due to the de-recognition of the debt discount associated with the previously bifurcated equity components of the 2026 Notes. Further, the standard requires the use of the if converted method to calculate diluted earnings per share. Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Contractual interest expense ( 1 % coupon) $ 3,610 $ 3,600 $ 3,600 Amortization of debt discount and issuance costs (1) 2,174 2,147 2,112 $ 5,784 $ 5,747 $ 5,712 (1) After the adoption of ASU 2020-06, the effective interest rate for the 2026 Notes was 1.63 %. Prior to adoption of ASU 2020-06, the effective interest rate for the 2026 Notes was 5.71 %. Credit Facility On March 7, 2024, the Company entered into the Credit Agreement with certain lenders, which provides a $ 900.0 million secured revolving credit facility. The revolving credit facility may be made available in U.S. Dollars and certain other currencies and may be increased, and new term loan commitments may be entered into, by up to an additional $ 260.0 million if the existing or additional lenders are willing to make such increased commitments. The revolving credit facility has sublimits for swing line loans up to $ 25.0 million and for the issuance of standby letters of credit in a face amount up to $ 25.0 million. Interest rates for the revolving credit facility are determined by reference to a Term Benchmark Rate or a base rate at our option and would range from 1.50 % to 3.00 % above the Term Benchmark Rate for Term Benchmark-based borrowings or from 0.50 % to 2.00 % above the defined base rate for base rate borrowings, in each case based upon our consolidated total net leverage ratio. Additionally, we may borrow certain foreign currencies at rates set in the same range above the respective Term Benchmark Rates for those currencies, based on our consolidated total net leverage ratio. A quarterly commitment fee on the undrawn portion of the revolving credit facility is required, ranging from 0.150 % to 0.400 % per annum, based upon our consolidated total net leverage ratio. The average interest rate of the revolving credit facility during the fiscal year ended November 30, 2024 was 6.80 %, and the interest rate as of November 30, 2024 was 6.67 %. The credit facility matures on March 7, 2029. The revolving credit facility does not require amortization of principal. Revolving loans may be borrowed, repaid and reborrowed until the maturity date, at which time all amounts outstanding must be repaid. Accrued interest on the loans is payable quarterly in arrears. During October 2024, we partially funded our acquisition of ShareFile by drawing down $ 730.0 million under the revolving line of credit. As of November 30, 2024, there was $ 730.0 million outstanding under the revolving credit facility and $ 2.6 million of letters of credit. Costs incurred to obtain our long-term debt of $ 6.0 million, along with $ 1.0 million of unamortized debt issuance costs related to the previous credit agreement, were recorded as debt issuance costs and will be amortized over the term of the debt agreement using the effective interest method. Unamortized debt issuance costs related to the repaid term loan were expensed. We are the sole borrower under the credit facility and our obligations under the Credit Agreement are guaranteed by each of our material domestic subsidiaries and are secured by substantially all of our assets and each of our material domestic subsidiaries. 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 interest charge coverage ratio, a consolidated senior secured net leverage ratio and a consolidated total net leverage ratio. 57 Note 9: Leases The Company has operating leases for facilities, vehicles, and equipment under various non-cancelable lease agreements. The Company’s leases have remaining lease terms ranging from 1 year to 8 years. The Company’s lease terms may include options to extend or terminate the lease. 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. 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. The Company makes variable payments on certain of its leases related to taxes, insurance, common area maintenance, and utilities, among other things. We sublease certain facilities to third parties, which have remaining lease terms of up to two years . The components of net operating lease cost for the years ended November 30, 2024, 2023 and 2022 were as follows: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Lease costs under long-term operating leases $ 8,463 $ 8,935 $ 7,079 Lease costs under short-term operating leases 156 170 71 Variable lease cost under short-term and long-term operating leases (1) 410 354 282 Operating lease right-of-use asset impairment 2,432 115 — Sublease income ( 599 ) ( 468 ) — Total net operating lease cost $ 10,862 $ 9,106 $ 7,432 (1) Lease costs that are not fixed at lease commencement. The table below presents supplemental cash flow information related to leases during the years ended November 30, 2024, 2023 and 2022: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Cash paid for leases $ 11,556 $ 10,472 $ 8,571 Right-of-use assets recognized for new leases and amendments (non-cash) $ 19,404 $ 3,444 $ 451 Weighted average remaining lease term in years and weighted average discount rate are as follows: November 30, 2024 November 30, 2023 Weighted average remaining lease term in years 4.61 2.74 Weighted average discount rate 5.8 % 4.6 % 58 Future payments under non-cancelable leases at November 30, 2024 are as follows: (in thousands) 2025 $ 11,140 2026 9,775 2027 6,118 2028 4,067 2029 3,771 Thereafter 6,024 Total lease payments 40,895 Less imputed interest ( 5,434 ) Present value of lease liabilities $ 35,461 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. Purchase Obligations In connection with our acquisition of ShareFile, we assumed an existing agreement for cloud-based hosting services through May 2029 with a third-party provider that was entered into by Cloud in the ordinary course of business. The agreement requires a purchase obligation of $ 130.0 million throughout the term of the agreement. As of November 30, 2024, we had $ 114.2 million of remaining obligations under this agreement. For the twelve months ended November 30, 2024, the total expense related to this purchase obligation was $ 2.5 million and is recorded in cost of maintenance and services. Legal Proceedings Please see Note 19: Cyber Related Matters for a discussion of legal proceedings related to the MOVEit Vulnerability. We also are subject to various other 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. Note 11: Stockholders’ 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, 2024, 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 43,360,695 were issued and outstanding at November 30, 2024. There were 349,364 deferred stock units ("DSUs") outstanding at November 30, 2024. 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 59 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 On January 10, 2023, our Board of Directors increased our share repurchase authorization by $ 150.0 million, to an aggregate authorization of $ 228.0 million. In fiscal years 2024, 2023, and 2022, we repurchased and retired 1.6 million, 0.6 million and 1.7 million shares of our common stock for $ 86.8 million, $ 34.0 million and $ 77.0 million, respectively. As of November 30, 2024, there was $ 107.2 million remaining under the current authorization. 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 and most recently amended and approved by stockholders in May 2024 ("2008 Plan"). 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 6,048,610 shares were available for issuance as of November 30, 2024. We had previously adopted two stock plans for which the approval of stockholders is 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 102,482 shares were available for issuance under the 2002 Plan as of November 30, 2024. Additional shares cannot be added to the 2002 Plan without stockholder approval. During the fiscal year ended November 30, 2024, we terminated the 2004 Plan. Under all of our plans, the awards 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 (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Options outstanding, December 1, 2023 2,052 $ 44.09 Granted 266 58.11 Exercised ( 379 ) 44.78 Canceled ( 113 ) 47.54 Options outstanding, November 30, 2024 1,826 $ 45.89 3.8 $ 40,435 Exercisable, November 30, 2024 1,133 $ 43.27 3.1 $ 28,042 Vested or expected to vest, November 30, 2024 1,826 $ 45.89 3.8 $ 40,435 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, 2023 1,307 $ 49.27 Granted 979 56.70 Issued ( 796 ) 48.49 Canceled ( 88 ) 53.60 Restricted stock units outstanding, November 30, 2024 1,402 $ 54.62 60 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 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. During the first quarter of fiscal years 2024, 2023 and 2022, 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 . For the 2024, 2023 and 2022 plans, the vesting terms were based on the following: (i) 75 % is based on achievement of a three-year cumulative operating income, and (ii) 25 % is based on our level of attainment of specified TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods. The vesting of LTIP awards is also subject to continued employment of the grantees through the performance period, except in the event of a qualifying termination. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model for the market condition portion of the award and used the closing price of our common stock on the date of grant, less the present value of expected dividends when applicable, for the portion related to the performance condition. The 1991 Employee Stock Purchase Plan was most recently amended and approved by stockholders in May 2023 ("ESPP") and permits eligible employees to purchase up to an aggregate of 11,250,000 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 324,000 shares, 279,000 shares, and 301,000 shares with weighted average purchase prices of $ 38.08 , $ 36.88 , and $ 30.59 per share, respectively, in fiscal years 2024, 2023, and 2022, respectively. At November 30, 2024, approximately 783,000 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 2024, 2023, and 2022 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, 2024 November 30, 2023 November 30, 2022 Stock options: Expected volatility 27.3 % 30.6 % 31.0 % Risk-free interest rate 4.1 % 3.5 % 1.9 % Expected life (in years) 4.8 4.8 4.8 Expected dividend yield 1.2 % 1.4 % 1.6 % Employee stock purchase plan: Expected volatility 24.5 % 26.9 % 31.8 % Risk-free interest rate 4.7 % 4.9 % 2.4 % Expected life (in years) 1.2 1.2 1.2 Expected dividend yield 1.3 % 1.3 % 1.5 % Long-term incentive plan: Expected volatility 26.9 % 31.4 % 35.1 % Risk-free interest rate 4.1 % 3.8 % 1.3 % Expected life (in years) 2.8 2.9 2.9 Expected dividend yield — % — % — % For each stock option award, the expected life in years is based on historical exercise patterns and post-vesting termination behavior. Expected volatility is based on historical volatility of our stock, and the risk-free interest rate is based on the U.S. Treasury yield curve for the period that is commensurate with the expected life at the time of grant. 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 61 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 . Based on the above assumptions, the weighted average estimated fair value of stock options granted in fiscal years 2024, 2023, and 2022 was $ 15.79 , $ 14.40 , and $ 10.95 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 2024, 2023, and 2022 was $ 13.11 , $ 13.56 , and $ 11.01 per share, respectively. We amortize the estimated fair value of shares issued under the ESPP to expense over the vesting period using a graded vesting model. Total unrecognized stock-based compensation expense, net of expected forfeitures, related to unvested stock options and unvested restricted stock awards amounted to $ 65.8 million at November 30, 2024. These costs are expected to be recognized over a weighted average period of two years . The following additional activity occurred under our plans: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Total intrinsic value of stock options on date exercised $ 7,471 $ 12,171 $ 1,717 Total fair value of deferred stock units on date vested $ 1,600 $ 2,260 $ 2,029 Total fair value of restricted stock units on date vested $ 47,145 $ 33,402 $ 25,597 The following table provides the classification of stock-based compensation as reflected in our consolidated statements of operations: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Cost of maintenance and services $ 3,540 $ 2,976 $ 1,969 Sales and marketing 8,964 6,797 4,884 Product development 13,551 12,214 10,326 General and administrative 20,701 18,542 19,915 Total stock-based compensation $ 46,756 $ 40,529 $ 37,094 Income tax benefit included in the provision for income taxes $ 10,091 $ 9,355 $ 6,344 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 $ 4.0 million, $ 3.8 million and $ 3.3 million for fiscal years 2024, 2023 and 2022, respectively. 62 Note 14: Revenue Recognition Timing of Revenue Recognition Our revenues are derived from licensing our products, and from related services, which consist of maintenance, hosting services, SaaS and consulting and education. Information relating to revenue from external customers by revenue type is as follows: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Performance obligations transferred at a point in time: Software licenses $ 249,331 $ 220,789 $ 188,336 Performance obligations transferred over time: Maintenance 410,556 401,501 362,335 Services 93,522 72,149 51,342 Total revenue $ 753,409 $ 694,439 $ 602,013 Geographic Revenue 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: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 United States $ 421,890 $ 380,672 $ 310,917 Canada 25,105 30,998 30,237 EMEA 245,287 222,862 207,707 Latin America 20,305 21,112 18,053 Asia Pacific 40,822 38,795 35,099 Total revenue $ 753,409 $ 694,439 $ 602,013 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. Contract Balances Unbilled Receivables and Contract Assets The timing of revenue recognition may differ from the timing of customer billing. When revenue is recognized prior to billing 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 billing and the recognition of unbilled receivables. As of November 30, 2024, billing of our long-term unbilled receivables is expected to occur as follows: (in thousands) 2026 $ 24,708 2027 4,185 Total $ 28,893 63 Contract assets arise when revenue is recognized in excess of billings and the right to the amount due from customers is conditioned on something other than the passage of time, such as the completion of a related performance obligation. We did not have any net contract assets as of November 30, 2024 or 2023. 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 net deferred revenue balance is primarily made up of deferred maintenance and deferred revenue related to our SaaS offerings. As of November 30, 2024, the changes in net deferred revenue were as follows: (in thousands) Balance, December 1, 2022 $ 282,440 Billings and other 673,919 Acquired from business combinations 33,116 Revenue recognized ( 694,439 ) Balance, November 30, 2023 $ 295,036 Billings and other 766,626 Acquired from business combinations 96,159 Revenue recognized that was deferred in prior periods ( 270,965 ) Revenue recognized from current period arrangements ( 482,444 ) Balance, November 30, 2024 $ 404,412 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, 2024, transaction price allocated to remaining performance obligations was $ 488.5 million. We expect to recognize approximately 77 % 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 $ 6.7 million, $ 7.6 million, and $ 8.8 million as of November 30, 2024, 2023, and 2022, 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. 64 Note 15: Restructuring The following table provides a summary of activity for all of the restructuring actions, with material actions detailed further below: (in thousands) Excess Facilities and Other Costs Employee Severance and Related Benefits Total Balance, December 1, 2021 $ 4,483 $ 1,889 $ 6,372 Costs incurred 414 465 879 Cash disbursements ( 1,027 ) ( 2,321 ) ( 3,348 ) Translation adjustments and other — ( 3 ) ( 3 ) Balance, November 30, 2022 $ 3,870 $ 30 $ 3,900 Costs incurred 1,117 7,290 8,407 Cash disbursements ( 1,690 ) ( 5,413 ) ( 7,103 ) Translation adjustments and other — ( 17 ) ( 17 ) Balance, November 30, 2023 $ 3,297 $ 1,890 $ 5,187 Costs incurred 3,810 6,644 10,454 Cash disbursements ( 2,768 ) ( 2,833 ) ( 5,601 ) Translation adjustments and other — ( 6 ) ( 6 ) Balance, November 30, 2024 $ 4,339 $ 5,695 $ 10,034 2024 Restructurings During the fourth quarter of fiscal year 2024, we restructured our operations in connection with the acquisition of ShareFile and to streamline our organization to better align with our strategy. This restructuring resulted in a reduction in redundant positions and occurred within all functions and across most geographies in which we operate. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services. For the fiscal year ended November 30, 2024, we incurred expenses of $ 5.7 million. Cash disbursements for expenses incurred to date under this restructuring are expected to be made through the fourth quarter of fiscal year 2025. Accordingly, the balance of the restructuring reserve is included in other accrued liabilities on the consolidated balance sheets at November 30, 2024. We expect to incur additional expenses as part of this action during fiscal year 2025, but we do not expect these costs to be material. 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, 2023 $ — $ — $ — Costs incurred — 5,717 5,717 Cash disbursements — ( 509 ) ( 509 ) Translation adjustments and other — ( 2 ) ( 2 ) Balance, November 30, 2024 $ — $ 5,206 $ 5,206 2023 Restructurings During the fourth quarter of fiscal year 2023, we restructured our operations to realign our business and strategic priorities. In connection with this restructuring, we reduced our global workforce by 2 %. These workforce reductions occurred within all functions and across most geographies in which we operate. Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation). For the fiscal years ended November 30, 2024 and 2023, we incurred expenses of $ 0.9 million and $ 1.7 million, respectively. Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2025. The restructuring reserve is included in other accrued liabilities on the consolidated balance sheets as of November 30, 2024. We do not expect to incur additional material expenses in connection with this restructuring. 65 During the first quarter of fiscal year 2023, we restructured our operations in connection with the acquisition of MarkLogic. This restructuring resulted in a reduction in redundant positions, primarily within administrative functions of MarkLogic. Additionally, in 2024, we terminated MarkLogic leases. For the fiscal years ended November 30, 2024 and 2023, we incurred expenses of $ 2.9 million and $ 5.7 million, respectively. Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2027. Accordingly, the balance of the restructuring reserve is included in short-term and long-term operating lease liabilities on the consolidated balance sheets at November 30, 2024. We expect to incur additional expenses as part of this action related to facility closures as we consolidate offices during fiscal year 2025. 2020 Restructurings During the fourth quarter of fiscal year 2020, we restructured our operations in connection with the acquisition of Chef. This restructuring resulted in a reduction in redundant positions, primarily within the administrative functions of Chef. For the fiscal years ended November 30, 2024, 2023 and 2022, we incurred expenses of $ 0.9 million, $ 0.9 million and $ 0.4 million, respectively. Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2027. Accordingly, the balance of the restructuring reserve is included in short-term and long-term operating lease liabilities on the consolidated balance sheets at November 30, 2024. 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 2025, but we do not expect these costs to be material. Note 16: Income Taxes The components of income before income taxes are as follows: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 U.S. $ 73,746 $ 70,659 $ 103,917 Foreign 20,518 8,998 13,338 Total $ 94,264 $ 79,657 $ 117,255 The provision for income taxes is comprised of the following: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Current: Federal $ 23,768 $ 28,905 $ 20,118 State 4,635 4,373 5,039 Foreign 5,173 4,823 4,631 Total current 33,576 38,101 29,788 Deferred Federal ( 7,868 ) ( 22,763 ) ( 4,683 ) State ( 163 ) ( 1,592 ) ( 1,537 ) Foreign 281 ( 4,286 ) ( 1,382 ) Total deferred ( 7,750 ) ( 28,641 ) ( 7,602 ) Total $ 25,826 $ 9,460 $ 22,186 66 A reconciliation of the income taxes incurred at the U.S. federal statutory rate compared to the effective tax rate is as follows: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Tax at U.S. federal statutory rate $ 19,795 $ 16,728 $ 24,624 Foreign rate differences ( 728 ) ( 644 ) 475 Effects of foreign operations included in U.S. federal provision 1,158 447 401 State income taxes, net 1,480 1,814 2,424 Research credits ( 2,513 ) ( 894 ) ( 1,268 ) Nondeductible stock-based compensation 2,625 2,498 2,725 Meals and entertainment 155 162 185 Compensation subject to 162(m) 1,028 928 878 Uncertain tax positions and tax settlements ( 108 ) ( 1,056 ) ( 163 ) Net excess tax benefit from stock-based compensation plans ( 1,419 ) ( 2,058 ) ( 266 ) Global intangible low tax inclusion 797 244 17 Foreign derived intangible deduction ( 10,218 ) ( 8,297 ) ( 7,769 ) Tax on unremitted earnings 13,889 — — Other ( 115 ) ( 412 ) ( 77 ) Total $ 25,826 $ 9,460 $ 22,186 The components of deferred tax assets and liabilities are as follows: (in thousands) November 30, 2024 November 30, 2023 Deferred tax assets: Accounts receivable $ 163 $ 174 Accrued compensation 6,919 5,101 Accrued liabilities and other 5,638 2,511 Deferred revenue 40,199 20,204 Stock-based compensation 10,138 9,459 Original issue discount 12,055 5,135 Tax credit and loss carryforwards 23,654 34,948 Operating lease liabilities 6,335 3,208 Capitalized research and development 36,006 20,814 Gross deferred tax assets 141,107 101,554 Valuation allowance ( 1,656 ) ( 2,381 ) Total deferred tax assets 139,451 99,173 Deferred tax liabilities: Goodwill ( 27,646 ) ( 25,454 ) Right-of-use lease assets ( 5,200 ) ( 2,196 ) Depreciation and amortization ( 34,385 ) ( 55,962 ) Unremitted earnings of foreign subsidiaries ( 13,674 ) — Prepaid expenses ( 4,646 ) ( 4,083 ) Total deferred tax liabilities ( 85,551 ) ( 87,695 ) Total $ 53,900 $ 11,478 Under provisions of the Tax Cuts and Jobs Act pursuant to Internal Revenue Code Section 174, beginning in fiscal year 2023 specific research and experimental ("R&E") expenditures are now required to be capitalized and amortized over five years for U.S. R&E and fifteen years for foreign R&E. 67 The valuation allowance primarily applies to net operating loss carryforwards in foreign jurisdictions under conditions where realization is not more likely than not. The $ 0.9 million decrease in the valuation allowance during fiscal year 2024 primarily relates to losses in a foreign subsidiary that have expired prior to utilization. At November 30, 2024, we have federal and foreign net operating loss carryforwards of $ 35.2 million expiring on various dates through 2035 and $ 36.7 million that do not expire. In addition, we have state net operating loss carryforwards of $ 39.9 million expiring on various dates through 2043 and $ 15.6 million that do not expire. At November 30, 2024, we have state tax credit carryforwards of approximately $ 1.7 million expiring on various dates through 2039 and $ 3.2 million that may be carried forward indefinitely. In addition, we have federal tax credit carryforwards of approximately $ 5.9 million expiring on various dates through 2039. During the fourth quarter of 2024, we made the determination that a substantial portion of unremitted foreign earnings are no longer indefinitely reinvested. We made the decision as a direct result of changes in business needs related to the acquisition of ShareFile. As a result of the acquisition, the Company plans to utilize worldwide cash based on the needs of the parent entity. These amounts will be repatriated as needed. At November 30, 2024 we maintain a deferred tax liability of $ 13.7 million for the U.S. federal, state and foreign withholding taxes expected to be imposed upon the repatriation of unremitted foreign earnings that are not considered indefinitely reinvested. There is approximately $ 30.0 million of unremitted foreign earnings which are deemed to be indefinitely reinvested to support the working capital requirements of our foreign subsidiaries. A determination of the deferred tax liability on this amount is not practicable due to the complexities, variables and assumptions inherent in the hypothetical calculations. As of November 30, 2024, the total amount of unrecognized tax benefits was $ 5.2 million, of which $ 1.3 million was recorded in other noncurrent liabilities on the consolidated balance sheet and $ 3.9 million as a reduction of deferred tax assets, principally related to U.S net operating loss carry-forwards and federal and state research and development tax credits. A reconciliation of the balance of our unrecognized tax benefits is as follows: Fiscal Year Ended (in thousands) November 30, 2024 November 30, 2023 November 30, 2022 Balance, beginning of year $ 5,172 $ 5,276 $ 5,471 Tax positions related to a prior period 416 19 — Tax positions acquired 311 423 — Settlements with tax authorities — ( 367 ) ( 45 ) Lapses due to expiration of the statute of limitations ( 665 ) ( 179 ) ( 150 ) Balance, end of year $ 5,234 $ 5,172 $ 5,276 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. There was a minimal amount of estimated interest and penalties recorded in the provision for income taxes in the periods presented. We have accrued $ 0.3 million and $ 0.5 million of estimated interest and penalties at November 30, 2024 and 2023, respectively. 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 2021. Our state income tax returns have been examined or are closed by statute for all years prior to fiscal year 2020, and we are no longer subject to audit for those periods. Tax authorities for certain non-U.S. jurisdictions are also examining tax returns for various years dating back to 2016 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 2019. 68 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 and the effect of our convertible debt using the if-converted method. The following table sets forth the calculation of basic and diluted earnings per share from continuing operations: Fiscal Year Ended (in thousands, except per share data) November 30, 2024 November 30, 2023 November 30, 2022 Net income $ 68,438 $ 70,197 $ 95,069 Weighted average shares outstanding 43,268 43,456 43,475 Effect of dilution from common stock equivalents 992 1,158 772 Effect of dilution from if-converted convertible notes 167 44 — Diluted weighted average shares outstanding 44,427 44,658 44,247 Earnings per share: Basic $ 1.58 $ 1.62 $ 2.19 Diluted $ 1.54 $ 1.57 $ 2.15 We excluded stock awards representing approximately 699,000 shares, 297,000 shares, and 1,751,000 shares of common stock from the calculation of diluted earnings per share in the fiscal years ended November 30, 2024, 2023 and 2022, respectively, because these awards were anti-dilutive. The dilutive impact of the convertible debt on diluted earnings per share is measured using the if-converted method. However, because the principal amount will be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any. During the fiscal years ended November 30, 2024 and 2023, we included the 2026 Notes in our diluted earnings per share calculation. During the fiscal year ended November 30, 2022, we excluded the 2026 Notes in our diluted earnings per share calculation because the conversion feature in the 2026 Notes was out of the money. During the fiscal year ended November 30, 2024, we excluded the 2030 Notes in our diluted earnings per share calculation because the conversion feature in the 2030 Notes was out of the money. 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 ("CODM") in deciding how to allocate resources and assess performance. Our CODM is our Chief Executive Officer. We operate as one operating segment: software products for the development, deployment, and management of responsible, AI-powered applications and digital experiences. Our CODM evaluates financial information on a consolidated basis. Long-lived assets, comprised of our property and equipment, totaled $ 7.9 million and $ 8.2 million in the U.S. and $ 5.8 million and $ 7.0 million outside of the U.S. at November 30, 2024 and 2023, respectively. At November 30, 2024, Bulgaria accounted for more than 10% of our consolidated long-lived assets. At November 30, 2023, India accounted for more than 10% of our consolidated long-lived assets. Note 19: Cyber Related Matters November 2022 Cyber Incident Following the detection of irregular activity on certain portions of our corporate network, we engaged outside cybersecurity experts and other incident response professionals to conduct a forensic investigation and assess the extent and scope of the incident. Costs for this incident were primarily related to the engagement of external cybersecurity experts and other incident response professionals. We did not incur costs related to this incident during fiscal year 2024 and do not expect to incur additional costs as the investigation is closed. For the fiscal year ended November 30, 2023, we incurred expenses of $ 4.7 million, net of insurance reimbursements, related to this incident. 69 MOVEit Vulnerability Description of Event As previously disclosed, on the evening of May 28, 2023, we learned that our MOVEit Transfer (the on-premise version) and MOVEit Cloud (a cloud-hosted version of MOVEit Transfer) products were attacked via a "zero-day vulnerability" that could provide for unauthorized escalated privileges and access to the customer’s underlying environment (the "MOVEit Vulnerability"). A "zero-day vulnerability" is a vulnerability that has been publicly disclosed and/or exploited (e.g., by an independent researcher or threat actor) before the software vendor has an opportunity to patch it. We continue to monitor the impact of the MOVEit Vulnerability on our business, operations, and financial results. MOVEit Transfer and MOVEit Cloud represented less than 4 % of our revenue in the periods presented. Litigation and Governmental Investigations Arising from the MOVEit Vulnerability As a result of the MOVEit Vulnerability, we are party to certain class action lawsuits filed by individuals who claim to have been impacted by the exfiltration of data from the environments of our MOVEit Transfer customers, which the Judicial Panel on Multidistrict Litigation transferred to the District of Massachusetts for coordinated and consolidated proceedings (the "MDL"). The MDL has also consolidated the previously disclosed insurance subrogation claims (where an insurer is seeking recovery for expenses incurred on behalf of its insured in connection with the MOVEit Vulnerability) and, as of the date of this filing, one customer cross-claim. We have also been cooperating with inquires and investigations from: (i) several domestic and foreign data privacy regulators (as of the date of this filing, we have assisted with all inquires and investigations, a number of which have been formally closed without regulatory action), (ii) several state attorneys general (as of the date of this filing, we have assisted with all inquires and investigations, and are not aware of any enforcement or regulatory actions directed against Progress), (iii) a U.S. federal law enforcement agency (as of the date of this filing, we have assisted with all inquiries under this investigation and this is not an enforcement action or formal governmental investigation targeting Progress), and (iv) on December 21, 2023, we received a preservation notice from the Federal Trade Commission (the "FTC"), but have not otherwise received a request for information, nor are we aware of any formal FTC investigation. Such claims and investigations may have an adverse effect on how we operate our business and our results of operations, and in the future, we may be subject to additional governmental or regulatory investigations, as well as additional litigation or indemnification claims. Our financial liability arising from any of the foregoing will depend on many factors, including the extent to which governmental entities investigate the matter and limitations contained within our customer contracts; therefore, we are unable at this time to estimate the quantitative impact of any such liability with any reasonable degree of certainty. As our litigation response continues, we will continue to assess the potential impact of the MOVEit Vulnerability on our business, operations, and financial results. Also, each of the governmental inquiries and investigations mentioned above could result in adverse judgments, settlements, fines, penalties, or other resolutions, the amount, scope and timing of which could be material, but which we are currently unable to predict. Expenses Incurred and Future Costs For the fiscal years ended November 30, 2024 and 2023, we incurred net costs of $ 5.6 million and $ 1.5 million, respectively, related to the MOVEit Vulnerability. The costs recognized are net of insurance recoveries of $ 2.1 million and $ 3.7 million, respectively. The timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses. We expect to continue to incur investigation, legal and professional services expenses associated with the MOVEit Vulnerability in future periods. We will recognize these expenses as services are received, net of insurance recoveries. While a loss from these matters is reasonably possible, we cannot reasonably estimate a range of possible losses at this time, particularly while the foregoing matters remain ongoing. Furthermore, with respect to the MDL, the proceedings remain in the early stages, alleged damages have not been specified, there is uncertainty as to the likelihood of a class or classes being certified or the ultimate size of any class if certified, and there are significant factual and legal issues to be resolved. Also, each of the governmental inquiries and investigations mentioned above could result in adverse judgements, settlements, fines, penalties, or other resolutions, the amount, scope and timing of which could be material, but of which we are currently unable to reasonably estimate. Therefore, we have not recorded a loss contingency liability for the MOVEit Vulnerability as of November 30, 2024. Insurance Coverage During the period when the November 2022 Cyber Incident and the MOVEit Vulnerability occurred, we maintained $ 15.0 million of cybersecurity insurance coverage, which is expected to reduce our exposure to expenses and liabilities arising from these events. As of November 30, 2024, we have recorded approximately $ 8.3 million in insurance recoveries, of which $ 2.5 million was related to the 70 November 2022 Cyber Incident and $ 5.8 million was related to the May 2023 MOVEit Vulnerability, providing us with approximately $ 6.7 million of additional cybersecurity insurance coverage under the applicable policy (which is subject to a $ 0.5 million retention per claim). We will pursue recoveries to the maximum extent available under our insurance policies. 71 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.