UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended November 30 , 2020
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from_______to_______.
Commission File Number: 0-19417
PROGRESS SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip code)
(781 ) 280-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 31, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of voting stock held by non-affiliates of the registrant was approximately $1,786,000,000 .
As of January 20, 2021, there were 44,216,251 common shares outstanding.
Documents Incorporated By Reference
PROGRESS SOFTWARE CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2020
INDEX
| PART I | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 1B. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Item 7. | ||||||||
| Item 7A. | ||||||||
| Item 8. | ||||||||
| Item 9. | ||||||||
| Item 9A. | ||||||||
| Item 9B. | ||||||||
| PART III | ||||||||
| Item 10. | ||||||||
| Item 11. | ||||||||
| Item 12. | ||||||||
| Item 13. | ||||||||
| Item 14. | ||||||||
| PART IV | ||||||||
| Item 15. | ||||||||
| Item 16. | ||||||||
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CAUTIONARY STATEMENTS
This Form 10-K, and other information provided by us or statements made by our directors, officers or employees from time to time, may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe,” “may,” “could,” “would,” “might,” “should,” “expect,” “intend,” “plan,” “estimate,” “target,” “anticipate” and negatives and derivatives of these or similar expressions, or when we make statements concerning future financial results, product offerings or other events that have not yet occurred, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual future results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors. Such factors are more fully described in Item 1A of this Form 10-K under the heading “Risk Factors.” Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized. We also cannot assure you that we have identified all possible issues which we might face. We undertake no obligation to update any forward-looking statements that we make.
PART I
Item 1. Business
Overview
Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") provides the best products to develop, deploy and manage high-impact business applications. Our comprehensive product solutions are designed to make technology teams more productive and we have a deep commitment to the developer community, both open source and commercial alike. With Progress, organizations can accelerate the creation and delivery of strategic business applications, automate the process by which apps are configured, deployed and scaled, and make critical data and content more accessible and secure—leading to competitive differentiation and business success. Over 1,700 independent software vendors ("ISVs"), 100,000 enterprise customers, and three million developers rely on Progress to power their applications.
Our products are generally sold as perpetual licenses, but certain products also use term licensing models and our cloud-based offerings use a subscription-based model. More than half of our worldwide license revenue is realized through relationships with indirect channel partners, principally ISVs, original equipment manufacturers ("OEMs"), distributors and value-added resellers.
We operate in North America and Latin America (the "Americas"); Europe, the Middle East and Africa ("EMEA"); and the Asia Pacific region, through local subsidiaries as well as independent distributors.
Strategic Plan and Operating Model
The key tenets of our strategic plan and operating model are as follows:
Trusted Provider of the Best Products to Develop, Deploy and Manage High Impact Business Applications. A key element of our strategy is centered on providing the platform and tools enterprises need to build modern, strategic business applications. We offer these products and tools to both new customers and partners as well as our existing partner and customer ecosystems. This strategy builds on our inherent DNA and our vast experience in application development that we've acquired over the past 40 years.
Focus on Customer and Partner Retention to Drive Recurring Revenue and Profitability. Our organizational philosophy and operating principles focus primarily on customer and partner retention and success, and a streamlined operating approach in order to more efficiently drive, predictable and stable recurring revenue.
Total Growth Strategy Driven by Accretive M&A. We are pursuing a total growth strategy driven by accretive acquisitions of businesses within the software infrastructure space, with products that appeal to both IT organizations and individual developers. These acquisitions must meet strict financial and other criteria, which should enable us to drive significant stockholder returns by providing scale and increased cash flows. As described below, in October 2020, we acquired Chef Software Inc. ("Chef") in a transaction that we expect will meet these strict financial criteria.
Chef is a global leader in providing complete infrastructure automation to build, deploy, manage and secure applications in modern multi-cloud and hybrid environments, as well as on-premises. The purchase price for Chef was $220 million and we
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funded the purchase price with a combination of existing cash balances and drawings under our revolving credit facility. Chef is the developer of Chef Enterprise Automation Stack, automating infrastructure, compliance and application delivery for many of the Fortune 500.
We expect to continue to pursue acquisitions meeting our financial criteria and designed to expand our business and drive significant stockholder returns.
Holistic Capital Allocation Approach. We have adopted a shareholder friendly capital allocation policy that utilizes dividends and share repurchases to return capital to shareholders. Pursuant to our capital allocation strategy that we initially announced in September 2017, we have targeted to return approximately 25% of our annual cash flows from operations to stockholders in the form of dividends. We also intend to repurchase our shares in sufficient quantities to offset dilution from our equity plans.
In fiscal year 2020, we repurchased and retired 1.4 million shares of our common stock for $60.0 million. As of November 30, 2020, there was $190.0 million remaining under share repurchase authorization. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand or discontinue the repurchase program at any time.
We began paying quarterly cash dividends of $0.125 per share of common stock to Progress stockholders in December 2016 and increased the quarterly cash dividend annually in fiscal years 2017, 2018 and 2019. On September 22, 2020, our Board of Directors approved an additional increase of 6% to our quarterly cash dividend from $0.165 to $0.175 and declared a quarterly dividend of $0.175 per share of common stock. We expect to continue paying quarterly cash dividends in subsequent quarters consistent with our capital allocation strategy.
Our Business Segments
OpenEdge Business Segment
The OpenEdge business segment drives growth within OpenEdge’s large, diverse partner base by providing the technology enhancements and marketing support these partners need to sell more of their existing solutions to their customers. The OpenEdge business segment is also focused on providing partners and direct end users with a clear path to develop and integrate cloud-based applications. Our professional services organization helps partners and customers leverage their core assets and develop strategies that protect current investments, while addressing changing business requirements.
The solutions within the OpenEdge business segment include:
Progress OpenEdge
Progress OpenEdge is development software for building dynamic multi-language applications for secure deployment across any platform, any device, and any cloud. OpenEdge provides a unified environment comprising development tools, application servers, application management tools, an embedded relational database management system, and the capability to connect and integrate with other applications and data sources independently or with other Progress products.
Progress Corticon
Progress Corticon is a market-leading Business Rules Management System that provides applications with decision automation, decision change process and decision-related insight capabilities. Corticon helps both business and IT users to quickly create or reuse business rules as well as create, improve, collaborate on, and maintain decision logic.
MOVEit
MOVEit provides secure collaboration and automated file transfers of critical business information between users, locations and partners in compliance with data security regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standard and the European Union's General Data Protection Regulation, and advanced workflow automation capabilities without the need for scripting.
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WhatsUp Gold
WhatsUp Gold is an award-winning network monitoring solution, which enables small and medium-sized businesses and enterprises to continuously monitor and manage their IT infrastructure and applications, assuring high levels of performance and availability.
Progress Kinvey
Progress Kinvey is a modern platform for rapidly building complex enterprise applications and scalable consumer applications experiences. from mission-critical consumer and business experiences for global insurance, manufacturing and media companies, to HIPAA-compliant and life-critical apps for healthcare, health implant manufacturers and pharma.
Data Connectivity and Integration Business Segment
The Data Connectivity and Integration ("DCI") business segment is focused on the growth of our data assets, including the data integration components of our cloud offerings. Data is at the core of every application, and with the exponential growth in the number and volume of data sources, this business segment addresses the increasingly complex challenges that organizations have in accessing and integrating that data.
The solutions within the DCI business segment include:
Progress DataDirect Connect
Progress DataDirect Connect provides data connectivity using industry-standard interfaces to connect applications running on various platforms to any major database, for both corporate IT organizations and software vendors. With software components embedded in the products of over 350 software companies and in the applications of thousands of large enterprises, DataDirect Connect is a global leader in the data connectivity market. The primary products, in addition to other drivers we have developed, are ODBC drivers, JDBC drivers and ADO.NET providers. They provide the capability to connect and integrate with other applications and data sources independently or with our cloud-based offerings.
Progress DataDirect Hybrid Data Pipeline
Progress DataDirect Hybrid Data Pipeline is a data access service that provides simple, secure access to organizations' cloud and on-premises data sources for hybrid cloud applications, such as customer resource management, data management platforms or hosted analytics. It enables developers to integrate applications and data quickly, no matter whether that data lives-on-site, in the cloud or both.
Application Development and Deployment Business Segment
The Application Development and Deployment ("AD&D") business segment is focused on serving the evolving needs of our substantial developer community in creating modern and engaging applications and digital experiences. This business segment is agile and digitally-driven in its go-to-market, able to react quickly to changes in this rapidly-evolving market. Products in this segment focus on user interface development and content-driven digital experiences.
The solutions within the AD&D business segment include:
Developer Tools
Our Developer Tools (DevTools) business offers a leading set of components for user interface (UI) development for Web, Mobile, Desktop, Chat and AR/VR apps, plus automated application testing and reporting tools. These products make development of modern, engaging application UIs fast and easy for .NET and JavaScript developers. Product lines include Telerik, Kendo UI, Fiddler, and Test Studio.
Sitefinity
Sitefinity is a next-generation web content management and customer analytics platform for managing and optimizing digital experiences. Sitefinity combines superior end user experience with a high level of customization capabilities for developers.
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Chef
Chef is a complete infrastructure automation platform to build, deploy, manage and secure applications in modern multi-cloud and hybrid environments, as well as on-premises. Chef Enterprise Automation Stack is the full suite of enterprise infrastructure, application and DevSecOps automation technologies delivering change quickly, repeatedly and securely. For more than ten years, Chef has led the industry in DevOps innovation, uniting teams at organizations of all sizes and optimizing processes and outcomes to accelerate its customers’ business growth.
The Chef offerings incorporate software components licensed to the general public under open source licenses. We obtain many components from software developed and released by contributors to independent open source components of our offerings. Under the open source licensing model, a software developer distributes the software under an open source license that provides relatively broad rights for recipients of the software to use, copy, modify and redistribute the software. These rights afford significant latitude for recipients to inspect, suggest changes to, customize or enhance the software.
The primary solutions within the Chef Enterprise Automation Stack are Chef Infra, Chef InSpec, Chef Habitat, Chef Compliance, Chef Automate and Chef Desktop. Chef Infra automates infrastructure configuration, ensuring every system is configured correctly and consistently. Chef InSpec provides a language for describing security and compliance rules that can be shared between software engineers, operations and security engineers. Chef Habitat provides automation capabilities for defining, packaging and delivering applications to almost any environment, regardless of operating system or deployment platform. Chef Automate is an enterprise dashboard and analytics tool enabling cross-team collaboration with actionable insights for configuration and compliance and an auditable history of changes to environments. Chef Compliance helps enterprises maintain compliance and prevent security incidents across heterogeneous estates. Chef Desktop allows IT teams to automate the deployment, management and ongoing compliance of IT resources.
Product Development
Most of our products have been developed by our internal product development staff or the internal staffs of acquired companies. We believe that the features and performance of our products are competitive with those of other available development and deployment tools and that none of the current versions of our products are approaching obsolescence. However, we have invested, and expect to continue to invest in new product development and enhancements of our current products to maintain our competitive position.
Our primary development offices are located in Bedford, Massachusetts; Morrisville, North Carolina; Alpharetta, Georgia; Madison, Wisconsin; Seattle, Washington; Sofia, Bulgaria; and Bangalore and Hyderabad, India.
Customers
We market our products globally through several channels: directly to end users and indirectly to independent software vendors, OEMs, and system integrators. Sales of our solutions and products through our direct sales force have historically been to business managers or IT managers in corporations and governmental agencies. We also target developers who create business applications, from individuals to teams, within enterprises of all sizes.
We also market our products through indirect channels, primarily ISVs. OEMs, and value-added resellers, who embed or add features to our products as part of an integrated solution. We use distributors, both internationally and domestically, in certain locations where we do not have a direct presence or where it is more economically feasible for us to do so. More than half of our license revenues are derived from these indirect channels.
Independent Software Vendors
Our ISVs cover a broad range of markets, offer an extensive library of business applications and are a source of recurring revenue. We have kept entry costs, consisting primarily of the initial purchase of development licenses, low to encourage a wide variety of ISVs to build applications. If an ISV succeeds in marketing its applications, we obtain recurring revenue as the ISV licenses our deployment products to allow its application to be installed and used by customers. In recent years, a significantly increasing amount of our revenue from ISVs has been generated from ISVs who have chosen to enable their business applications under a software-as-a-service ("SaaS") platform.
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Original Equipment Manufacturers
We enter into arrangements with OEMs in which the OEM embeds our products into its solutions, typically either software or technology devices. OEMs typically license the right to embed our products into their solutions and distribute those solutions for initial terms ranging from one to three years. Historically, most of our OEMs have renewed their agreements upon the expiration of the initial term. However, there is no assurance that they will continue to renew in the future. If any of our largest OEM customers were not to renew their agreements in the future, this could materially impact our DCI segment.
Value Added Resellers
We enter into arrangements with value-added resellers (VARs) in which the VAR adds features or services to our products, then resell those products as an integrated product or complete "turn-key" solution.
No single customer or partner has accounted for more than 10% of our total revenue in any of our last three fiscal years.
Sales and Marketing
We sell our products and solutions through our direct sales force and indirect channel partners. We have sold our products and solutions to enterprises in over 180 countries. Our sales and field marketing groups are organized primarily by region. We operate by region in the Americas, EMEA and Asia Pacific. We believe this structure allows us to maintain direct contact with our customers and support their diverse market requirements. Our international operations provide focused local sales, support and marketing efforts and are able to respond directly to changes in local conditions.
In addition to our direct sales efforts, we distribute our products through ISVs, systems integrators, resellers, distributors, and OEM partners in the United States and internationally. Systems integrators typically have expertise in vertical or functional markets. In some cases, they resell our products, bundling them with their broader service offerings. In other cases, they refer sales opportunities for our products to our direct sales force. Distributors sublicense our products and provide service and support within their territories. OEMs embed portions of our technology in their product offerings.
Sales personnel are responsible for developing new direct end user accounts, recruiting new indirect channel partners and new independent distributors, managing existing channel partner relationships and servicing existing customers. We actively seek to avoid conflict between the sales efforts of our ISVs and our own direct sales efforts. We use our inside sales teams to enhance our direct sales efforts and to generate new business and follow-on business from existing customers.
Our marketing personnel conduct a variety of marketing engagement programs designed to create demand for our products, enhance the market readiness of our products, raise the general awareness of our company and our products and solutions, generate leads for the sales organization and promote our various products. These programs include press relations, analyst relations, investor relations, digital/web marketing, marketing communications, participation in trade shows and industry conferences, and production of sales and marketing literature. We also hold and participate in global events, as well as regional user events in various locations throughout the world.
Our sales and marketing efforts with respect to certain of our products differ from our traditional sales and marketing efforts because the target markets are different. For these products, we have designed our marketing and sales model to be efficient for high volumes of lower-price transactions. Our marketing efforts focus on driving traffic to our websites and on generating high quality sales leads, in many cases, consisting of developer end users who download a free evaluation of our software. Our sales efforts then focus on converting these leads into paying customers through a high volume, short duration, sales process. Of particular importance to our target market, we enable our customers to buy our products in a manner convenient to them, whether by purchase order, online with a credit card or through our channel partners.
Customer Support
Our customer support staff provides telephone and Web-based support to end users, application developers and OEMs. Customers purchase maintenance services entitling them to software updates, technical support and technical bulletins. Maintenance is generally not required with our products and is purchased at the customer's option. We provide support to customers primarily through our main regional customer support centers in Bedford, Massachusetts; Morrisville, North Carolina; Alpharetta, Georgia; Madison, Wisconsin; Seattle, Washington; Galway, Ireland; Rotterdam, The Netherlands; Hyderabad, India; Melbourne, Australia; and Sofia, Bulgaria. Local technical support for specific products is provided in certain other countries as well.
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Professional Services
Our global professional services organization delivers business solutions for customers through a combination of products, consulting and education. Our consulting organization offers project management, implementation services, custom development, programming and other services. Our consulting organization also provides services to Web-enable existing applications or to take advantage of the capabilities of new product releases. Our education organization offers numerous training options, from traditional instructor-led courses to advanced learning modules available via the web or on digital media.
Our services offerings include: application modernization; infrastructure automation; development operations; data management, managed database services; performance enhancements and tuning; and analytics/business intelligence.
Competition
The computer software industry is intensely competitive. We experience significant competition from a variety of sources with respect to all of our products. We believe that certain competitive factors affect the market for our software products and services, which may include: (i) vendor and product reputation; (ii) product quality, performance and price; (iii) the availability of software products on multiple platforms; (iv) product scalability; (v) product integration with other enterprise applications; (vi) software functionality and features; (vii) software ease of use; (viii) the quality of professional services, customer support services and training; and (ix) the ability to address specific customer business problems. We believe the relative importance of each of these factors depends upon the concerns and needs of each specific customer.
We compete with multiple companies, some that have single or narrow solutions, and some that have a range of enterprise infrastructure solutions such as Salesforce.com, Inc., Amazon.com, Inc. and Microsoft Corporation. Many of these vendors offer platform-as-a-service, application development, data integration and other tools in conjunction with their CRM, web services, operating systems, and relational database management systems. We compete with software vendors that offer their products under a typical proprietary software license model, and various other vendors that offer their solutions in an open source licensing or freely available distribution model.
We do not believe that there is a dominant vendor in the infrastructure software markets in which we compete. However, some of our competitors have greater financial, marketing or technical resources than we have and/or may have experience in, or be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to the development, promotion and sale of their products than we can. Increased competition could make it more difficult for us to maintain our revenue and market presence.
Intellectual Property
We rely on a combination of contractual provisions and copyright, patent, trademark and trade secret laws to protect our proprietary rights in our products. Except as described below with respect to our Chef products, we generally distribute our products under software license agreements that grant customers a perpetual nonexclusive license to use our products and contain terms and conditions prohibiting the unauthorized reproduction or transfer of our products. We also distribute our products through various channel partners, including ISVs, OEMs and system integrators. We also license our products under term or subscription arrangements. In addition, we attempt to protect our trade secrets and other proprietary information through agreements with employees, consultants and channel partners. Although we intend to protect our rights vigorously, there is no assurance that these measures will be successful.
We seek to protect the source code of our products as trade secrets and as unpublished copyrighted works. We hold numerous patents covering portions of our products. We also have several patent applications for some of our other product technologies. Where possible, we seek to obtain protection of our product names and service offerings through trademark registration and other similar procedures throughout the world.
Our Chef offerings incorporate software components licensed to the general public under open source licenses. We obtain many components from software developed and released by contributors to independent open source components of our offerings. Open source licenses grant licensees broad permissions to use, copy, modify and redistribute our platform. As a result, open source development and licensing practices can limit the value of our software copyright assets.
We believe that due to the rapid pace of innovation within our industry, factors such as the technological and creative skills of our personnel are as important in establishing and maintaining a leadership position within the industry as are the various legal protections of our technology. In addition, we believe that the nature of our customers, the importance of our products to them
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and their need for continuing product support may reduce the risk of unauthorized reproduction, although no assurances can be made in this regard.
Business Segment and Geographical Information
We operate and report as three distinct business segments: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment. For additional information on our business segments as well as our geographical financial information, see Note 18 to our Consolidated Financial Statements in Item 8 of this Form 10-K.
Human Capital
As of November 30, 2020, we had 1,796 employees worldwide, including 600 in sales and marketing, 292 in customer support and services, 711 in product development and 193 in administration.
None of our U.S. employees are subject to a collective bargaining agreement. Employees in certain foreign jurisdictions are represented by local workers’ councils and/or collective bargaining agreements as may be customary or required in those jurisdictions. We have experienced no work stoppages and believe our relations with employees are good.
We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees. We provide our employees with competitive compensation and benefits, opportunities for equity ownership, and development programs that enable continued learning and growth.
Employee Engagement, Development and Training
We invest significant resources to develop our in-house talent and deepen our employees’ skill sets, both to strengthen our company and help further our employees’ personal career goals. We empower our employees to drive their career aspirations and set personal development objectives in partnership with their managers. To strengthen these conversations, we train managers across the globe to partner with employees through career conversations, as well provide career development training for all employees so that they can successfully leverage the many tools in place to support them.
To match the location and learning specifics of our people, we combine various channels for personal and technical development: on-demand videos, webinars, classroom trainings, text-based resources, coaching, and more. We also believe strongly in fostering our employees’ personal growth and offer programs like tuition reimbursement.
Our efforts to recruit and retain a diverse and passionate workforce include providing competitive compensation and benefit packages worldwide and ensuring we listen to our employees. To that end, we regularly survey our employees to obtain their views and assess employee satisfaction. We use the views expressed in the surveys to influence our people strategy and policies. We also use employee survey information to gain insights into how and where we work.
COVID-19 Response
In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees as well as the communities in which we operate. This includes having the vast majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work. We also provide flexible work hours. We have also provided a work-from-home reimbursement policy to assist employees in that transition and added several company-wide paid days off and caregiving support to help employees balance their work and life responsibilities.
Inclusion and Diversity
As a multicultural company serving a global community, we encourage a wide range of views and celebrate our diverse backgrounds. We are committed to creating a culture of innovation and inspiration, where employees feel a strong sense of community and pride in the company and the successes they have helped to achieve.
We have launched an inclusion and diversity (I&D) undertaking focused on fostering an inclusive environment and diverse workforce by strengthening the following core areas of our organization: culture and belonging; talent acquisition; leveraging talent; management and leadership; and career development. To ensure success of our I&D efforts, we formed an Inclusion and Diversity Advisory Committee, made up of a diverse group of Progress employees from around the globe with varying backgrounds, skill sets and viewpoints. This committee has been tasked with supporting the formation and implementation of enterprise-wide I&D initiatives and ensuring a clear I&D vision is established and articulated in a way that is authentic for
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everyone at Progress. Among its many accomplishments, the committee helped to establish a governance framework for Progress Employee Resource Groups (ERGs), supported the formation of our first four ERGs, Progress for Her, Blacks at Progress, Plus (LGTBQ+) and veterans@progress, and contributed to the strengthening of our career and hiring processes.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website at www.progress.com as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC at www.sec.gov. The information posted on our website is not incorporated into this Annual Report.
Our Code of Conduct and Business Ethics is also available on our website. Additional information about this code and amendments and waivers thereto can be found below in Part III, Item 10 of this Form 10-K.
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Item 1A. Risk Factors
We operate in a rapidly changing environment that involves certain risks and uncertainties, some of which are beyond our control. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results.
Risks Related to Our Ability to Grow Our Business
The ongoing COVID-19 pandemic could materially and adversely affect our business, results of operations and financial condition. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which has spread throughout the United States and the world and has resulted in authorities implementing and re-implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. These measures are in place to varying degrees. We are unable to accurately predict the full impact that the COVID-19 pandemic will have on our results of operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic and containment measures. Our compliance with these measures has impacted our day-to-day operations and could disrupt our business and operations, as well as that of our customers, partners, suppliers and others with whom we work, for an indefinite period of time. To support the health and well-being of our employees, customers, partners and communities, the vast majority of our employees are working remotely and are expected to continue to work remotely until the pandemic subsides. In addition, many of our customers and partners are working remotely, which may delay the timing of their purchases of our products and services.
Given the economic uncertainty created by the COVID-19 pandemic, we have and may continue to see delays in our sales cycle, failures of customers to renew at all or to renew at the anticipated scope their subscriptions with us, requests from customers for payment term deferrals as well as pricing or bundling concessions, which, if significant, could materially and adversely affect our business, results of operations and financial condition. In addition, our third-party service providers may experience financial difficulties or business disruptions that could negatively affect their operations and their ability to supply us with services needed for our products and operations. Although such events did not have a material adverse impact on our financial results for the fiscal year ended November 30, 2020, there can be no assurance that these events will not have a material adverse impact on our financial results for the full fiscal year or future periods.
The full extent of the COVID-19 pandemic’s impact on our operations and financial performance depends on future developments that are uncertain and unpredictable, including the duration and spread of the pandemic, its impact on capital and financial markets, the timing of economic recovery, the spread of the virus to other regions, and the actions taken to contain it, among others. Any of these impacts could have a material adverse impact on our business, results of operations and financial condition and ability to execute and capitalize on our strategies. Due to the ongoing uncertainty regarding the severity and duration of the COVID-19 pandemic, we cannot predict whether our response to date or the actions we may take in the future will be effective in mitigating the effects of the COVID-19 pandemic on our business, results of operations or financial condition. Accordingly, we are unable at this time to predict the future impact of the COVID-19 pandemic on our operations, liquidity, and financial results, and, depending on the magnitude and duration of the COVID-19 pandemic, such impact may be material.
Technology and customer requirements evolve rapidly in our industry, and if we do not continue to develop new products and enhance our existing products in response to these changes, our business could be harmed. Ongoing enhancements to our product sets will be required to enable us to maintain our competitive position and the competitive position of our ISVs, distributors/resellers, and OEMs. We may not be successful in developing and marketing enhancements to our products on a timely basis, and any enhancements we develop may not adequately address the changing needs of the marketplace.
Overlaying the risks associated with our existing products and enhancements are ongoing technological developments and rapid changes in customer and partner requirements. Our future success will depend upon our ability to develop and introduce new products in a timely manner that take advantage of technological advances and respond to new customer and partner requirements. We may not be successful in developing new products incorporating new technology on a timely basis, and any new products we develop may not adequately address the changing needs of the marketplace or may not be accepted by the market. Failure to develop new products and product enhancements that meet market needs in a timely manner could have a material adverse effect on our business, financial condition and operating results.
We are substantially dependent on our Progress OpenEdge products. We derive a significant portion of our revenue from software license and maintenance revenue attributable to our Progress OpenEdge product set. Accordingly, our future results depend on continued market acceptance of OpenEdge. If consumer demand declines, or new technologies emerge that are superior to, or are more responsive to customer requirements than, OpenEdge such that we are unable to maintain OpenEdge’s
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competitive position within its marketplace, our business, financial condition and operating results may be materially adversely affected.
The segments of the software industry in which we participate are intensely competitive, and our inability to compete effectively could harm our business. We experience significant competition from a variety of sources with respect to the marketing and distribution of our products. Many of our competitors have greater financial, marketing or technical resources than we do and may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to the promotion and sale of their products than we can. Increased competition could make it more difficult for us to maintain our market presence or lead to downward pricing pressure.
In addition, the marketplace for new products is intensely competitive and characterized by low barriers to entry. For example, an increase in market acceptance of open source software may cause downward pricing pressures. One of the characteristics of open source software is that the governing license terms generally allow liberal modifications of the code and distribution thereof to a wide group of companies and/or individuals. As a result, others could easily develop new software products or services based upon those open source programs that compete with existing open source software that we support and incorporate into our Chef products. As a result, new competitors possessing technological, marketing or other competitive advantages may emerge and develop their own open source software or hybrid proprietary and open source software offerings, potentially reducing the demand for, and putting price pressure on, our products enabling them to rapidly acquire market share. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing their ability to deliver products that better address the needs of our prospective customers. Current and potential competitors may also be more successful than we are in having their products or technologies widely accepted. We may be unable to compete successfully against current and future competitors, and our failure to do so could have a material adverse effect on our business, prospects, financial condition and operating results.
We intend to make additional acquisitions of businesses, products or technologies that involve additional risks, which could disrupt our business or harm our financial condition, results of operations or cash flows. A key element of our strategy includes the acquisition of businesses that offer complementary products, services and technologies, augment our revenues and cash flows, and meet our strict financial and other criteria, such as our recent acquisitions of Ipswitch and Chef. We may not be able to identify suitable acquisition opportunities, or to consummate any such transactions. Any acquisitions that we do complete and their integration involve a number of risks, the occurrence of which could have a material adverse effect on our business, financial condition, operating results or cash flows, including:
•unexpected delays, challenges and related expenses, and the disruption of our business;
•difficulties of assimilating the operations and personnel of acquired companies;
•our potential inability to realize the value of the acquired assets relative to the price paid;
•distraction of management from our ongoing businesses;
•potential product disruptions associated with the sale of the acquired business's products;
•the potential that an acquisition may not further our business strategy as we expected, may not result in revenue and cash flow growth to the degree we expected or at all, or may not achieve expected synergies;
•the possibility of incurring significant restructuring charges and amortization expense;
•risks related to the assumption of the acquired business's liabilities or any ongoing lawsuits;
•potential impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill; and
•to the extent that we issue stock to pay for an acquisition, dilution to existing stockholders and decreased earnings per share.
Difficulties associated with any acquisitions we may pursue, and their integration may be complicated by factors such as:
•the size of the business or entity acquired;
•geographic and cultural differences;
•lack of experience operating in the industry or geographic markets of the acquired business;
•potential loss of key employees and customers;
•the potential for deficiencies in internal controls at the acquired or combined business;
•performance problems with the acquired business’s technology;
•exposure to unanticipated liabilities of the acquired business;
•insufficient revenue to offset increased expenses associated with the acquisition; and
•adverse tax consequences.
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If we fail to complete an announced acquisition, our stock price could fall to the extent the price reflects an assumption that such acquisition will be completed, and we may incur significant unrecoverable costs. Further, the failure to consummate an acquisition may result in negative publicity and adversely impact our relationships with our customers, vendors and employees. We may become subject to legal proceedings relating to the acquisition and the integration of acquired businesses may not be successful. Failure to manage and successfully integrate acquired businesses, achieve anticipated levels of profitability of the acquired business, improve margins of the acquired businesses and products, or realize other anticipated benefits of an acquisition could materially harm our business, operating results and margins.
If our goodwill or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings. We acquire other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangibles. We review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill for impairment at least annually. Factors that may cause a change in circumstances, indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable, include a decline in our stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in industry segments in which we participate. We may be required to record a significant charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets is determined, negatively affecting our results of operations.
We face various risks in connection with our acquisition of Chef. On October 5, 2020, we completed our acquisition of Chef. We face various risks in connection with this acquisition, including the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities, other business effects, including the effects of industry, economic or political conditions outside of our control, transaction costs, actual or contingent liabilities, diversion of management, uncertainties as to whether anticipated synergies will be realized and uncertainties as to whether Chef’s business will be successfully integrated with our business. Any one or more of these factors could have a material adverse effect on the combined business, our results of operations and our financial condition.
We may incur significant debt or issue a material amount of debt or equity securities to finance an acquisition, which could adversely affect our operating flexibility and financial statements. If we were to incur a significant amount of debt, whether by borrowing funds or issuing new debt securities, to finance an acquisition, our interest expense, debt service requirements and leverage would increase significantly. The increases in these expenses and in our leverage could adversely impact our ability to operate the company as we might otherwise and to borrow additional amounts. If we were to issue a significant amount of equity securities in connection with an acquisition, existing stockholders would be diluted and earnings per share could decrease.
Risk Related to the Operation of Our Business
We recognize a substantial portion of our revenue from sales made through third parties, including our ISVs, distributors/resellers, and OEMs, and adverse developments in the businesses of these third parties or in our relationships with them could harm our revenues and results of operations. Our future results depend in large part upon our continued successful distribution of our products through our ISV, distributor/reseller, and OEM channels. The activities of these third parties are not within our direct control. Our failure to manage our relationships with these third parties effectively could impair the success of our sales, marketing and support activities. A reduction in the sales efforts, technical capabilities or financial viability of these parties, a misalignment of interest between us and them, or a termination of our relationship with a major ISV, distributor/reseller, or OEM could have a negative effect on our sales and financial results. Any adverse effect on any of our ISV's, distributors'/resellers', or OEMs’ businesses related to competition, pricing and other factors could also have a material adverse effect on our business, financial condition and operating results.
A failure of our information technology systems could have a material adverse effect on our business. We rely on our technology infrastructure, and the technology infrastructure of third parties, for many functions, including selling our products, supporting our ISVs and other third-party channels, fulfilling orders and billing, and collecting and making payments. This technology infrastructure may be vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, terrorist attacks, computer intrusions, vulnerabilities and viruses, software errors, computer denial-of-service attacks and other events. A significant number of the systems making up this infrastructure are not redundant, and our disaster recovery planning may not be sufficient for every eventuality. This technology infrastructure may fail or be vulnerable to damage or interruption because of actions by third parties or employee error or malfeasance. We may not carry business interruption insurance sufficient to protect us from all losses that may result from interruptions in our services as a result of technology infrastructure failures or to cover all contingencies. Any interruption in the availability of our websites and on-line interactions with customers or partners may cause a reduction in customer or partner satisfaction levels, which in turn could cause additional claims, reduced revenue or loss of customers or partners. Despite any precautions we may take, these problems could result in,
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among other consequences, a loss of data, loss of confidence in the stability and reliability of our offerings, damage to our reputation, and legal liability, all of which may adversely affect our business, financial condition, operating results and cash flows.
Our international operations expose us to additional risks, and changes in global economic and political conditions could adversely affect our international operations, our revenue and our net income. Approximately 41% of our total revenue is generated from sales outside North America. Political and/or financial instability, oil price shocks and armed conflict in various regions of the world can lead to economic uncertainty and may adversely impact our business. For example, political instability, such as the Referendum of the United Kingdom’s (the "U.K.") Membership of the European Union ("E.U.") (referred to as "Brexit"), led to significant, continuing volatility in global stock markets and currency exchange rate fluctuations. If customers’ buying patterns, decision-making processes, timing of expected deliveries and timing of new projects unfavorably change due to economic or political conditions, there would be a material adverse effect on our business, financial condition and operating results.
Other potential risks inherent in our international business include:
•longer payment cycles;
•credit risk and higher levels of payment fraud;
•greater difficulties in accounts receivable collection;
•varying regulatory and legal requirements;
•compliance with international and local trade, labor and export control laws;
•restrictions on the transfer of funds;
•difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, legal impediments and language and cultural differences;
•reduced or minimal protection of intellectual property rights in some countries;
•laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses;
•changes in U.S. or foreign trade policies or practices that increase costs or restrict the distribution of products;
•seasonal reductions in business activity during the summer months in Europe and certain other parts of the world;
•economic instability in emerging markets; and
•potentially adverse tax consequences.
Any one or more of these factors could have a material adverse effect on our international operations, and, consequently, on our business, financial condition and operating results.
In addition, our business has been, and could in the future be, adversely affected by regional or global health crises, including an outbreak of contagious disease such as COVID-19. A significant outbreak of contagious diseases and other adverse public health developments, or the fear of such events that results in a widespread health crisis could adversely affect global supply chains and the economies and financial markets of many countries. Any prolonged economic disruption could affect demand for our products and services and adversely impact our results of operations and financial condition. The full impact of the coronavirus outbreak is unknown at this time. We continue to monitor developments and the potential effect on our business.
Fluctuations in foreign currency exchange rates could have an adverse impact on our financial condition and results of operations. Changes in the value of foreign currencies relative to the U.S. dollar could adversely affect our results of operations and financial position. For example, during periods in which the value of the U.S. dollar strengthens in comparison to certain foreign currencies, particularly in Europe, Brazil and Australia, our reported international revenue is reduced because foreign currencies translate into fewer U.S. dollars. As approximately one-third of our revenue is denominated in foreign currencies, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates.
We seek to reduce our exposure to fluctuations in exchange rates by entering into foreign exchange forward contracts to hedge certain actual and forecasted transactions of selected currencies (mainly in Europe, Brazil, India and Australia). Our currency hedging transactions may not be effective in reducing any adverse impact of fluctuations in foreign currency exchange rates. Further, the imposition of exchange or price controls or other restrictions on the conversion of foreign currencies could have a material adverse effect on our business.
Our customers and partners may delay payment or fail to pay us in accordance with the terms of their agreements, necessitating action by us to compel payment. If customers and partners delay the payment or fail to pay us under the terms of our agreements, we may be adversely affected both from the inability to collect amounts due and the cost of enforcing the terms of our contracts, including litigation. Furthermore, some of our customers and partners may seek bankruptcy protection or other
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similar relief and fail to pay amounts due to us, or pay those amounts more slowly, either of which could adversely affect our operating results, financial position and cash flow. The ongoing global COVID-19 pandemic has also increased the likelihood of these risks.
We rely on the experience and expertise of our skilled employees, and must continue to attract and retain qualified technical, marketing and managerial personnel in order to succeed. Our future success will depend in large part upon our ability to attract and retain highly skilled technical, managerial, sales and marketing personnel. There is significant competition for such personnel in the software industry. We may not continue to be successful in attracting and retaining the personnel we require to develop new and enhanced products and to continue to grow and operate profitably.
Our periodic workforce restructurings can be disruptive. We have in the past restructured or made other adjustments to our workforce in response to management changes, product changes, performance issues, changes in strategy, acquisitions and other internal and external considerations. In the past, these restructurings have resulted in increased restructuring costs and have temporarily reduced productivity. These effects could recur in connection with any future restructurings or we may not achieve or sustain the expected growth or cost savings benefits of any such restructurings, or do so within the expected timeframe. As a result, our revenues and other results of operations could be negatively affected.
If our products contain software defects or security flaws, it could harm our revenues and expose us to litigation. Our products, despite extensive testing and quality control, may contain defects or security flaws, especially when we first introduce them or when new versions are released. We may need to issue corrective releases of our software products to fix any defects or errors. The detection and correction of any security flaws can be time consuming and costly. Errors in our software products could affect the ability of our products to work with other hardware or software products, delay the development or release of new products or new versions of products, adversely affect market acceptance of our products and expose us to potential litigation. If we experience errors or delays in releasing new products or new versions of products, such errors or delays could have a material adverse effect on our revenue.
If our security measures are breached, our products and services may be perceived as not being secure, customers may curtail or stop using our products and services, and we may incur significant legal and financial exposure. Our products and services involve the storage and transmission of our customers’ proprietary information and may be vulnerable to unauthorized access, computer viruses, cyber-attacks, distributed denial of service attacks and other disruptive problems Due to the actions of outside parties, employee error, malfeasance, or otherwise, an unauthorized party may obtain access to our data or our customers’ data, which could result in its theft, destruction or misappropriation. Security risks in recent years have increased significantly given the increased sophistication and activities of hackers, organized crime, including state-sponsored organizations and nation-states, and other outside parties. Cyber threats are continuously evolving, increasing the difficulty of defending against them. While we have implemented security procedures and controls to address these threats, our security measures could be compromised or could fail. Any security breach or unauthorized access could result in significant legal and financial exposure, increased costs to defend litigation, indemnity and other contractual obligations, government fines and penalties, damage to our reputation and our brand, and a loss of confidence in the security of our products and services that could potentially have an adverse effect on our business and results of operations. Breaches of our network could disrupt our internal systems and business applications, including services provided to our customers. Additionally, data breaches could compromise technical and proprietary information, harming our competitive position. We may need to spend significant capital or allocate significant resources to ensure effective ongoing protection against the threat of security breaches or to address security related concerns. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose customers. In addition, our insurance coverage may not be adequate to cover all costs related to cybersecurity incidents and the disruptions resulting from such events.
Catastrophic events may disrupt our business. We rely on our network infrastructure and enterprise applications, internal technology systems and website for our development, marketing, operations, support and sales activities. In addition, we rely on third-party hosted services, and we do not control the operation of third-party data center facilities, which increases our vulnerability. A disruption, infiltration or failure of these systems or third-party hosted services in the event of a major earthquake, fire, flood, tsunami or other weather event, power loss, telecommunications failure, software or hardware malfunctions, pandemics (including the COVID-19 pandemic), cyber-attack, war, terrorist attack or other catastrophic event that our disaster recovery plans do not adequately address, could cause system interruptions, reputational harm, loss of intellectual property, delays in our product development, lengthy interruptions in our services, breaches of data security and loss of critical data. A catastrophic event that results in the destruction or disruption of any of our data centers or our critical business or information technology systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be adversely affected, and the adverse effects of any such catastrophic event would be exacerbated if experienced at the same time as another unexpected and adverse event, such as the COVID-19 pandemic.
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Risk Related to Laws and Regulations
We are subject to risks associated with compliance with laws and regulations globally, which may harm our business. We are a global company subject to varied and complex laws, regulations and customs, both domestically and internationally. These laws and regulations relate to a number of aspects of our business, including trade protection, import and export control, data and transaction processing security, payment card industry data security standards, records management, user-generated content hosted on websites we operate, privacy practices, data residency, corporate governance, anti-trust and competition, employee and third-party complaints, anti-corruption, gift policies, conflicts of interest, securities regulations and other regulatory requirements affecting trade and investment. The application of these laws and regulations to our business is often unclear and may at times conflict. For example, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by U.S. regulations applicable to us, including the Foreign Corrupt Practices Act. We cannot provide assurance that our employees, contractors, agents and business partners will not take actions in violation of our internal policies or U.S. laws. Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability. Non-compliance could also result in fines, damages, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of our business, and damage to our reputation. In response to the COVID-19 pandemic, federal, state, local and foreign governmental authorities have imposed, and may continue to impose, protocols and restrictions intended to contain the spread of the virus, including limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, quarantines, lockdowns and travel restrictions. Such restrictions have disrupted and may continue to disrupt our business operations and limit our ability to perform critical functions.
Our business practices with respect to the collection, use and management of personal information could give rise to operational interruption, liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy and data protection. As regulatory focus on privacy issues continues to increase and worldwide laws and regulations concerning the handling of personal information expand and become more complex, potential risks related to data collection and use within our business will intensify. For example, on July 16, 2020, the Court of Justice of the European Union ("CJEU") invalidated the E.U.-U.S. Privacy Shield framework – a system for complying with EU data protection requirements when transferring personal data from the European Economic Area ("EEA") to the U.S. – with immediate effect. Other data transfer mechanisms remain intact although still subject to considerable scrutiny by certain member states and their Data Protection Authorities. While legislators are said to be considering a replacement for the Privacy Shield, no action seems imminent. As a result, we may experience reluctance or refusal by current or prospective European customers to use our products, and we may find it necessary or desirable to make further changes to our handling of
personal data of EEA residents. The regulatory environment applicable to the handling of EEA residents' personal data, and our actions taken in response, may cause us to assume additional liabilities or incur additional costs, and could result in our business, operating results and financial condition being harmed. Additionally, we and our customers may face a risk of enforcement actions by data protection authorities in the EEA relating to personal data transfers to us and by us from the EEA. Any such enforcement actions could result in substantial costs and diversion of resources, distract management and
technical personnel and negatively affect our business, operating results and financial condition.
In addition, U.S. and foreign governments have enacted or are considering enacting legislation or regulations, or may in the near future interpret existing legislation or regulations, in a manner that could significantly impact our ability and the ability of our customers and data partners to collect, augment, analyze, use, transfer and share personal and other information that is integral to certain services we provide. For example, in the U.S., the California Consumer Privacy Act ("CCPA") became effective in January 2020, and the U.S. Congress is considering several privacy bills at the federal level, and other state legislatures are considering privacy laws. Internationally, Brazil has recently enacted its national data privacy law (Lei Geral de Proteção de Dados Pessoais, or LGPD), which is similar to GDPR.
Regulators globally are also imposing greater monetary fines for privacy violations. For example, in 2016, the E.U. adopted a law governing data practices and privacy called the General Data Protection Regulation ("GDPR"), which became effective in May 2018. The law establishes new requirements regarding the handling of personal data. Non-compliance with the GDPR may result in monetary penalties of up to 4% of worldwide revenue. The GDPR and other changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as healthcare data or other personal information, could greatly increase our cost of providing our products and services or even prevent us from offering certain services in jurisdictions that we operate.
Additionally, public perception and standards related to the privacy of personal information can shift rapidly, in ways that may affect our reputation or influence regulators to enact regulations and laws that may limit our ability to provide certain products. Any failure, or perceived failure, by us to comply with U.S. federal, state, or foreign laws and regulations, including laws and regulations regulating privacy, data security, or consumer protection, or other policies, public perception, standards, self-
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regulatory requirements or legal obligations, could result in lost or restricted business, proceedings, actions or fines brought against us or levied by governmental entities or others, or could adversely affect our business and harm our reputation.
We could incur substantial cost in protecting our proprietary software technology or if we fail to protect our technology, which would harm our business. We rely principally on a combination of contract provisions and copyright, trademark, patent and trade secret laws to protect our proprietary technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Policing unauthorized use of our products is difficult. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial costs and diversion of resources, whether or not we ultimately prevail on the merits. The steps we take to protect our proprietary rights may be inadequate to prevent misappropriation of our technology; moreover, others could independently develop similar technology.
The value of our Chef software assets may be limited by open source development and licensing practices. Our Chef offerings incorporate software components licensed to the general public under open source licenses. We obtain many components from software developed and released by contributors to independent open source components of our offerings. Open source licenses grant licensees broad permissions to use, copy, modify and redistribute our platform. As a result, open source development and licensing practices can limit the value of our software copyright assets.
We could be subject to claims that we infringe intellectual property rights of others, which could harm our business, financial condition, results of operations or cash flows. Third parties could assert infringement claims in the future with respect to our products and technology, and such claims might be successful. Litigation relating to any such claims could result in substantial costs and diversion of resources, whether or not we ultimately prevail on the merits. Any such litigation could also result in our being prohibited from selling one or more of our products, unanticipated royalty payments, reluctance by potential customers to purchase our products, or liability to our customers and could have a material adverse effect on our business, financial condition, operating results and cash flows.
Changes in accounting principles and guidance, or their interpretation or implementation, may materially adversely affect our reported results of operations or financial position. We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) These principles are subject to interpretation by the SEC and various bodies formed to create and interpret appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results, as well as our processes and related controls.
We may have exposure to additional tax liabilities. As a multinational corporation, we are subject to income taxes in the U.S. and various foreign jurisdictions. Significant judgment is required in determining our global provision for income taxes and other tax liabilities. In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Our income tax returns are routinely subject to audits by tax authorities. Although we regularly assess the likelihood of adverse outcomes resulting from these examinations to determine our tax estimates, a final determination of tax audits that is inconsistent with such assessments or tax disputes could have an adverse effect on our financial condition, results of operations and cash flows.
We are also subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes in the U.S. and various foreign jurisdictions. We are regularly under audit by tax authorities with respect to these non-income taxes and may have exposure to additional non-income tax liabilities, which could have an adverse effect on our results of operations, financial condition and cash flows.
In addition, our future effective tax rates could be favorably or unfavorably affected by changes in tax rates, changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or their interpretation. Such changes could have a material adverse impact on our financial results.
Contracting with government entities exposes us to additional risks inherent in the government procurement process. We provide products and services, directly and indirectly, to a variety of government entities, both domestically and internationally. Risks associated with licensing and selling products and services to government entities include more extended sales and collection cycles, varying governmental budgeting processes and adherence to complex procurement regulations and other government-specific contractual requirements. We may be subject to audits and investigations relating to our government contracts and any violations could result in various civil and criminal penalties and administrative sanctions, including
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termination of contracts, payment of fines, and suspension or debarment from future government business, as well as harm to our reputation and financial results.
Risks Related to Financial Performance or General Economic Conditions
Weakness in the U.S. and international economies may result in fewer sales of our products and may otherwise harm our business. We are subject to risks arising from adverse changes in global economic conditions, especially those in the U.S., Europe and Latin America. If global economic conditions weaken, credit markets tighten and/or financial markets become unstable, customers may delay, reduce or forego technology purchases, both directly and through our ISVs, resellers/distributors and OEMs. This could result in reductions in sales of our products, longer sales cycles, slower adoption of new technologies and increased price competition. Further, deteriorating economic conditions could adversely affect our customers and their ability to pay amounts owed to us. Any of these events would likely harm our business, results of operations, financial condition or cash flows.
Revenue forecasting is uncertain, and the failure to meet our forecasts could result in a decline in our stock price. Our revenues, particularly new software license revenues, are difficult to forecast. We use a pipeline system to forecast revenues and trends in our business. Our pipeline estimates may prove to be unreliable either in a particular quarter or over a longer period of time, in part because the conversion rate of the pipeline into contracts can be difficult to estimate and requires management judgment. A variation in the conversion rate could cause us to plan or budget incorrectly and result in a material adverse impact on our business or our planned results of operations. Furthermore, most of our expenses are relatively fixed, including costs of personnel and facilities. Thus, an unexpected reduction in our revenue, or failure to achieve the anticipated rate of growth, would have a material adverse effect on our profitability. If our operating results do not meet our publicly stated guidance or the expectations of investors, our stock price may decline.
We are required to comply with certain financial and operating covenants under our credit facility and to make scheduled debt payments as they become due; any failure to comply with those covenants or to make scheduled payments could cause amounts borrowed under the facility to become immediately due and payable or prevent us from borrowing under the facility. In April 2019, we entered into an amended and restated credit agreement, which consists of a $301.0 million term loan and a $100.0 million revolving loan (which may be increased by an additional $125.0 million if the existing or additional lenders are willing to make such increased commitments). This facility matures in April 2024, at which time any amounts outstanding will be due and payable in full. We may wish to borrow additional amounts under the facility in the future to support our operations, including for strategic acquisitions and share repurchases.
We are required to comply with specified financial and operating covenants and to make scheduled repayments of our term loan, which may limit our ability to operate our business as we otherwise might operate it. Our failure to comply with any of these covenants or to meet any payment obligations under the facility could result in an event of default which, if not cured or waived, would result in any amounts outstanding, including any accrued interest and unpaid fees, becoming immediately due and payable. We might not have sufficient working capital or liquidity to satisfy any repayment obligations in the event of an acceleration of those obligations. In addition, if we are not in compliance with the financial and operating covenants at the time we wish to borrow funds, we will be unable to borrow funds.
Our revenue and quarterly results may fluctuate, which could adversely affect our stock price. We have experienced, and may in the future experience, significant fluctuations in our quarterly operating results that may be caused by many factors. These factors include:
•changes in demand for our products;
•introduction, enhancement or announcement of products by us or our competitors;
•market acceptance of our new products;
•the growth rates of certain market segments in which we compete;
•size and timing of significant orders;
•a high percentage of our revenue is generated in the third month of each fiscal quarter and any failure to receive, complete or process orders at the end of any quarter could cause us to fall short of our revenue targets;
•budgeting cycles of customers;
•mix of distribution channels;
•mix of products and services sold;
•mix of international and North American revenues;
•fluctuations in currency exchange rates;
•changes in the level of operating expenses;
•changes in management;
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•restructuring programs;
•changes in our sales force;
•completion or announcement of acquisitions by us or our competitors;
•integration of acquired businesses;
•customer order deferrals in anticipation of new products announced by us or our competitors;
•general economic conditions in regions in which we conduct business; and
•other factors such as political or social unrest, terrorist attacks, other hostilities, natural disasters, and potential public health crises, such as COVID-19.
Our common stock price may continue to be volatile, which could result in losses for investors. The market price of our common stock, like that of other technology companies, is volatile and is subject to wide fluctuations in response to quarterly variations in operating results, announcements of technological innovations or new products by us or our competitors, changes in financial estimates by securities analysts or other events or factors. Our stock price may also be affected by broader market trends unrelated to our performance. As a result, purchasers of our common stock may be unable at any given time to sell their shares at or above the price they paid for them.
Item 1B. Unresolved Staff Comments
As of the date of this report, we do not have any open comments from the Securities and Exchange Commission (SEC) related to our financial statements or periodic filings with the SEC.
Item 2. Properties
We own our headquarters facility, which includes administrative, sales, support, marketing, product development and distribution functions, in one building totaling approximately 165,000 square feet in Bedford, Massachusetts.
We also maintain offices for administrative, sales, support, marketing, product development and/or distribution purposes in leased facilities in various other locations in North America, including Burlington, Massachusetts, Morrisville, North Carolina, and Seattle, Washington and outside North America, including Sofia, Bulgaria, Bangalore and Hyderabad, India, and Rotterdam, the Netherlands. The terms of our leases generally range from one to fifteen years.
Beginning in March 2020, our employees across all geographic regions have shifted to working from home due to the COVID-19 pandemic. Our focus remains on promoting employee health and safety as we carefully evaluate reopening plans and timelines. As of November 30, 2020, we have not terminated any significant lease arrangements. We believe our facilities are adequate for the conduct of our business should we decide to reopen our facilities in the next twelve months.
Item 3. Legal Proceedings
We are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material effect on our consolidated financial position, results of operations or cash flows.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market and Stockholders
Our common stock trades on the NASDAQ Global Select Market under the symbol "PRGS".
As of December 31, 2020, our common stock was held by approximately 145 stockholders of record. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Stock Repurchases and Dividends
Repurchases of our common stock by month in the fourth quarter of fiscal year 2020 were as follows:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| September 1, 2020 - September 30, 2020 | — | $ | — | — | $ | 230,000,000 | ||||||||||||||||||||
| October 1, 2020 - October 31, 2020 | 513,116 | 38.96 | 513,116 | 210,000,000 | ||||||||||||||||||||||
| November 1, 2020 - November 30, 2020 | 506,881 | 39.44 | 506,881 | 190,000,000 | ||||||||||||||||||||||
| Total | 1,019,997 | $ | 39.20 | 1,019,997 | $ | 190,000,000 | ||||||||||||||||||||
The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand or discontinue the repurchase program at any time. In January 2020, our Board of Directors increased the total share repurchase authorization to $250.0 million. As of November 30, 2020, there was $190.0 million remaining under the share repurchase authorization.
We have declared aggregate per share quarterly cash dividends totaling $0.670, $0.630 and $0.575 for the years ended November 30, 2020, November 30, 2019 and November 30, 2018, respectively. We paid aggregate cash dividends totaling $29.9 million, $27.8 million and $25.8 million for the years ended November 30, 2020, November 30, 2019 and November 30, 2018, respectively. We expect to continue paying quarterly cash dividends in subsequent quarters consistent with our capital allocation strategy.
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Stock Performance Graph and Cumulative Total Return
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the NASDAQ Composite Index and the NASDAQ Computer Index for each of the last five fiscal years ended November 30, 2020, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends.
Comparison of 5 Year Cumulative Total Return(1)
Among Progress Software Corporation, the NASDAQ Composite Index and the
NASDAQ Computer Index
(1) $100 invested on November 30, 2015 in stock or index, including reinvestment of dividends.
| November 30, | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||||||||||||||||||
| Progress Software Corporation | $ | 100.00 | $ | 123.26 | $ | 172.32 | $ | 146.56 | $ | 171.45 | $ | 167.15 | ||||||||||||||||||||||||||
| NASDAQ Composite | 100.00 | 104.21 | 134.55 | 143.49 | 167.71 | 238.79 | ||||||||||||||||||||||||||||||||
| NASDAQ Computer | 100.00 | 107.25 | 151.69 | 158.83 | 206.22 | 312.34 | ||||||||||||||||||||||||||||||||
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Item 6. Selected Financial Data
The following table sets forth selected financial data for the last five fiscal years (in thousands, except per share data):
| Year Ended November 30, | 2020 | 2019 | 2018 | 2017 | 2016 | |||||||||||||||||||||||||||
As Adjusted(1) | As Adjusted(1) | As Reported(1) | ||||||||||||||||||||||||||||||
| Revenue | $ | 442,150 | $ | 413,298 | $ | 378,981 | $ | 389,154 | $ | 405,341 | ||||||||||||||||||||||
| Income (loss) from operations | 107,728 | 40,084 | 67,814 | 57,490 | (29,709) | |||||||||||||||||||||||||||
| Net income (loss) | 79,722 | 26,400 | 49,670 | 29,021 | (55,726) | |||||||||||||||||||||||||||
| Basic earnings (loss) per share | 1.78 | 0.59 | 1.09 | 0.60 | (1.13) | |||||||||||||||||||||||||||
| Diluted earnings (loss) per share | 1.76 | 0.58 | 1.08 | 0.60 | (1.13) | |||||||||||||||||||||||||||
| Cash dividends declared per common share | 0.670 | 0.630 | 0.575 | 0.515 | 0.125 | |||||||||||||||||||||||||||
| Cash, cash equivalents and short-term investments | 105,995 | 173,685 | 139,513 | 183,609 | 249,754 | |||||||||||||||||||||||||||
| Total assets | 1,041,782 | 881,271 | 644,150 | 718,718 | 754,827 | |||||||||||||||||||||||||||
| Long-term debt, net, including current portion | 382,502 | 294,719 | 116,089 | 121,909 | 135,000 | |||||||||||||||||||||||||||
| Shareholders’ equity | 346,013 | 330,282 | 324,002 | 404,381 | 406,629 | |||||||||||||||||||||||||||
(1)The Company adopted the accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018 using the full retrospective method. As a result, we have adjusted balances for 2018 and 2017. We have not adjusted 2016for ASC 606. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. | ||||||||||||||||||||||||||||||||
Fiscal year 2016 amounts were impacted by a $92.0 million impairment charge related to the goodwill of the Application Development and Deployment reporting unit.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements below about anticipated results and our products and markets are forward-looking statements that are based on our current plans and assumptions. Important information about the bases for these plans and assumptions and factors that may cause our actual results to differ materially from these statements is contained below and in Item 1A. “Risk Factors” of this Annual Report on Form 10-K.
Use of Constant Currency
Revenue from our international operations has historically represented a substantial portion of our total revenue. As a result, our revenue results have been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, if the local currencies of our foreign subsidiaries strengthen, our consolidated results stated in U.S. dollars are positively impacted.
As exchange rates are an important factor in understanding period to period comparisons, we believe the presentation of revenue growth rates on a constant currency basis enhances the understanding of our revenue results and evaluation of our performance in comparison to prior periods. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP.
Impact of COVID-19
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to impact the U.S. and the world. COVID-19 has disrupted the business of our customers and partners, and negatively impacted our business and consolidated results of operations, and could impact our financial condition in the future. We are unable to accurately predict the full impact that COVID-19 will have due to numerous uncertainties, including the duration of the outbreak, actions that may be taken by governmental authorities, the impact to the business of our customers and partners and other factors identified in Part I, Item 1A “Risk Factors” in this Form 10-K. We will continue to evaluate the nature and extent of the impact to our business, consolidated results of operations, and financial condition.
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Overview
Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") provides the best products to develop, deploy and manage high-impact business applications. Our comprehensive product solutions are designed to make technology teams more productive and we have a deep commitment to the developer community, both open source and commercial alike. We operate as three distinct segments: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment.
The key tenets of our strategic plan and operating model are as follows:
Trusted Provider of the Best Products to Develop, Deploy and Manage High Impact Business Applications. A key element of our strategy is centered on providing the platform and tools enterprises need to build modern, strategic business applications. We offer these products and tools to both new customers and partners as well as our existing partner and customer ecosystems. This strategy builds on our inherent DNA and our vast experience in application development that we've acquired over the past 40 years.
Focus on Customer and Partner Retention to Drive Recurring Revenue and Profitability. Our organizational philosophy and operating principles focus primarily on customer and partner retention and success and a streamlined operating approach in order to more efficiently drive, predictable and stable recurring revenue.
Total Growth Strategy Driven by Accretive M&A. We are pursuing a total growth strategy driven by accretive acquisitions of businesses within the software infrastructure space, with products that appeal to both IT organizations and individual developers. These acquisitions must meet strict financial and other criteria, which should enable us to drive significant stockholder returns by providing scale and increased cash flows. In April 2019, we acquired Ipswitch, Inc. and, as described below, in October 2020, we acquired Chef Software. Both acquisitions are expected to meet these strict financial criteria.
Chef is a global leader in providing complete infrastructure automation to build, deploy, manage and secure applications in modern multi-cloud and hybrid environments, as well as on-premises. The purchase price for Chef was $220 million and we funded the purchase price with a combination of existing cash balances and drawings under our revolving credit facility. Chef is the developer of Chef Enterprise Automation Stack, automating infrastructure, compliance and application delivery for many of the Fortune 500.
Holistic Capital Allocation Approach. We have adopted a shareholder friendly capital allocation policy that utilizes dividends and share repurchases to return capital to shareholders. Pursuant to our capital allocation strategy that we initially announced in September 2017, we have targeted to return approximately 25% of our annual cash flows from operations to stockholders in the form of dividends. We also intend to repurchase our shares in sufficient quantities to offset dilution from our equity plans.
In fiscal year 2020, we repurchased and retired 1.4 million shares of our common stock for $60.0 million. As of November 30, 2020, there was $190.0 million remaining under share repurchase authorization. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors, and the Board of Directors may choose to suspend, expand or discontinue the repurchase program at any time.
We began paying quarterly cash dividends of $0.125 per share of common stock to Progress stockholders in December 2016 and increased the quarterly cash dividend annually in fiscal years 2017, 2018 and 2019. On September 22, 2020, our Board of Directors approved an additional increase of 6% to our quarterly cash dividend from $0.165 to $0.175 and declared a quarterly dividend of $0.175 per share of common stock. We expect to continue paying quarterly cash dividends in subsequent quarters consistent with our capital allocation strategy.
We expect to continue to pursue acquisitions meeting our financial criteria and designed to expand our business and drive significant stockholder returns. As a result, our expected uses of cash could change, our cash position could be reduced, and we may incur additional debt obligations to the extent we complete additional acquisitions. However, we believe that existing cash balances, together with funds generated from operations and amounts available under our credit facility, will be sufficient to finance our operations and meet our foreseeable cash requirements, including quarterly cash dividends and stock repurchases to Progress stockholders, as applicable, through at least the next twelve months.
We also believe that our financial resources have allowed, and will continue to allow us to manage the impact of COVID-19 on our business operations for the foreseeable future. The challenges posed by COVID-19 on our business continue to evolve. Consequently, we will continue to evaluate our financial position in light of future developments, particularly those relating to COVID-19.
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We derive a significant portion of our revenue from international operations, which are primarily conducted in foreign currencies. As a result, changes in the value of these foreign currencies relative to the U.S. dollar have significantly impacted our results of operations and may impact our future results of operations. Since approximately one-third of our revenue is denominated in foreign currency, and given the volatility in the global economy created by COVID-19, our revenue results in fiscal year 2020 were impacted by fluctuations in foreign currency exchange rates.
Results of Operations
Fiscal Year 2020 Compared to Fiscal Year 2019
Revenue
| Fiscal Year Ended | Percentage Change | ||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | As Reported | Constant Currency | |||||||||||||||||||
| Revenue | $ | 442,150 | $ | 413,298 | 7 | % | 7 | % | |||||||||||||||
Total revenue increased in fiscal year 2020 primarily due to the acquisitions of Ipswitch, during the second quarter of fiscal year 2019, and of Chef, during the fourth quarter of fiscal year 2020. These increases were offset by a decrease in license sales in our Data Connectivity and Integration segment. Ipswitch and Chef contributed $67.5 million and $3.8 million in revenue in fiscal year 2020, respectively. Changes in prices from fiscal year 2019 to 2020 did not have a significant impact on our revenue.
Software License Revenue
| Fiscal Year Ended | Percentage Change | ||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | As Reported | Constant Currency | |||||||||||||||||||
| License | $ | 115,249 | $ | 122,552 | (6) | % | (6) | % | |||||||||||||||
| As a percentage of total revenue | 26 | % | 30 | % | |||||||||||||||||||
Software license revenue decreased in fiscal year 2020 primarily due to a decrease in license sales in our Data Connectivity and Integration segment, partially offset by an increase in Ipswitch license sales, which are included in our OpenEdge segment. Refer to the Revenue by Segment section below for further discussion.
Maintenance and Services Revenue
| Fiscal Year Ended | Percentage Change | ||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | As Reported | Constant Currency | |||||||||||||||||||
| Maintenance | $ | 288,887 | $ | 259,006 | 12 | % | 12 | % | |||||||||||||||
| As a percentage of total revenue | 65 | % | 63 | % | |||||||||||||||||||
| Professional services | $ | 38,014 | $ | 31,740 | 20 | % | 20 | % | |||||||||||||||
| As a percentage of total revenue | 9 | % | 7 | % | |||||||||||||||||||
| Total maintenance and services revenue | $ | 326,901 | $ | 290,746 | 12 | % | 13 | % | |||||||||||||||
| As a percentage of total revenue | 74 | % | 70 | % | |||||||||||||||||||
Maintenance revenue increased in fiscal year 2020 primarily due to the acquisitions of Ipswitch and Chef. This increase was offset by an unfavorable impact from currency exchange rates on our OpenEdge segment maintenance revenue in fiscal year 2020. Professional services revenue increased primarily due to an increase in Application Development and Deployment professional services revenue.
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Revenue by Region
| Fiscal Year Ended | Percentage Change | ||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | As Reported | Constant Currency | |||||||||||||||||||
| North America | $ | 260,998 | $ | 233,911 | 12 | % | 12 | % | |||||||||||||||
| As a percentage of total revenue | 59 | % | 57 | % | |||||||||||||||||||
| EMEA | $ | 143,754 | $ | 137,301 | 5 | % | 4 | % | |||||||||||||||
| As a percentage of total revenue | 33 | % | 33 | % | |||||||||||||||||||
| Latin America | $ | 14,574 | $ | 19,665 | (26) | % | (14) | % | |||||||||||||||
| As a percentage of total revenue | 3 | % | 5 | % | |||||||||||||||||||
| Asia Pacific | $ | 22,824 | $ | 22,421 | 2 | % | 2 | % | |||||||||||||||
| As a percentage of total revenue | 5 | % | 5 | % | |||||||||||||||||||
Total revenue generated in North America increased $27.1 million, and total revenue generated outside North America increased $1.8 million, in fiscal year 2020. The increase in North America was primarily due to the acquisitions of Ipswitch and Chef, offset by decreased license sales in our Data Connectivity and Integration segment. The increase in revenue generated in EMEA was also due to the acquisitions of Ipswitch and Chef. Revenue generated in Latin America decreased due to a decrease in license sales in our OpenEdge segment. The revenue generated in Asia Pacific increased slightly primarily due to the acquisition of Ipswitch.
Total revenue generated in markets outside North America represented 41% of total revenue in fiscal year 2020 compared to 43% of total revenue in the same period last year. If exchange rates had remained constant in fiscal year 2020 as compared to the exchange rates in effect in fiscal year 2019, total revenue generated in markets outside North America would have been 41% of total revenue.
Revenue by Segment
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| OpenEdge segment | $ | 326,444 | $ | 296,929 | 10 | % | |||||||||||
| Data Connectivity and Integration segment | 34,187 | 39,903 | (14) | % | |||||||||||||
| Application Development and Deployment segment | 81,519 | 76,466 | 7 | % | |||||||||||||
| Total revenue | $ | 442,150 | $ | 413,298 | 7 | % | |||||||||||
Revenue in the OpenEdge segment increased year-over-year primarily due to the acquisition of Ipswitch, partially offset by an unfavorable impact from currency exchange rates in fiscal year 2020. Data Connectivity and Integration segment revenue decreased due to the timing of term license renewals by certain of our OEM partners. Application Development and Deployment segment revenue increased primarily due to the acquisition of Chef and an increase in professional services revenue.
Cost of Software Licenses
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Change | ||||||||||||||||||||
| Cost of software licenses | $ | 4,473 | $ | 4,894 | $ | (421) | (9) | % | |||||||||||||||
| As a percentage of software license revenue | 4 | % | 4 | % | |||||||||||||||||||
| As a percentage of total revenue | 1 | % | 1 | % | |||||||||||||||||||
Cost of software licenses consists primarily of costs of royalties, electronic software distribution, duplication, and packaging. The decrease in cost of software licenses was the result of lower payments of royalties to third parties as compared to the prior fiscal year. Cost of software licenses as a percentage of software license revenue varies from period to period depending upon the relative product mix.
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Cost of Maintenance and Services
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Change | ||||||||||||||||||||
| Cost of maintenance and services | $ | 49,744 | $ | 44,463 | $ | 5,281 | 12 | % | |||||||||||||||
| As a percentage of maintenance and services revenue | 15 | % | 15 | % | |||||||||||||||||||
| As a percentage of total revenue | 11 | % | 11 | % | |||||||||||||||||||
| Components of cost of maintenance and services: | |||||||||||||||||||||||
| Personnel Related Costs | $ | 35,156 | $ | 31,935 | $ | 3,221 | 10 | % | |||||||||||||||
| Contractors and Outside Services | 11,317 | 9,329 | 1,988 | 21 | % | ||||||||||||||||||
| Hosting and Other | 3,271 | 3,199 | 72 | 2 | % | ||||||||||||||||||
| Total cost of maintenance and services | $ | 49,744 | $ | 44,463 | $ | 5,281 | 12 | % | |||||||||||||||
Cost of maintenance and services consists primarily of costs of providing customer support, consulting, and education. Cost of maintenance and services increased primarily due to higher personnel and contractor related costs resulting from the acquisitions of Ipswitch and Chef.
Amortization of Acquired Intangibles
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Amortization of acquired intangibles | $ | 7,897 | $ | 25,884 | (69) | % | |||||||||||
| As a percentage of total revenue | 2 | % | 6 | % | |||||||||||||
Amortization of acquired intangibles included in costs of revenue primarily represents the amortization of the value assigned to technology-related intangible assets obtained in business combinations. The year over year decrease was due to certain intangible assets being fully amortized and the impairment of intangible assets recorded in the fourth fiscal quarter of 2019 associated with the technology of our Kinvey and DataRPM acquisitions, offset by the addition of Ipswitch and Chef acquired intangibles.
Gross Profit
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Gross profit | $ | 380,036 | $ | 338,057 | 12 | % | |||||||||||
| As a percentage of total revenue | 86 | % | 82 | % | |||||||||||||
Our gross profit increased primarily due to the increase in maintenance revenue and the decrease in the amortization of intangibles, offset slightly by the decrease of license revenue and increase of cost of maintenance and services, each as described above.
Sales and Marketing
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Change | ||||||||||||||||||||
| Sales and marketing | $ | 100,113 | $ | 101,701 | $ | (1,588) | (2) | % | |||||||||||||||
| As a percentage of total revenue | 23 | % | 25 | % | |||||||||||||||||||
| Components of sales and marketing: | |||||||||||||||||||||||
| Personnel related costs | $ | 85,167 | $ | 83,957 | $ | 1,210 | 1 | % | |||||||||||||||
| Contractors and outside services | 2,122 | 2,307 | (185) | (8) | % | ||||||||||||||||||
| Marketing programs and other | 12,824 | 15,437 | (2,613) | (17) | % | ||||||||||||||||||
| Total sales and marketing | $ | 100,113 | $ | 101,701 | $ | (1,588) | (2) | % | |||||||||||||||
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Sales and marketing expenses decreased in fiscal year 2020 primarily due to decreased travel and in-person events as a result of the COVID-19 pandemic, as well as cost reductions we implemented within our cognitive application product lines in the fourth quarter of fiscal year 2019. These decreases were partially offset by increased personnel costs resulting from the acquisitions of Ipswitch and Chef.
Product Development
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Change | ||||||||||||||||||||
| Product development | $ | 88,599 | $ | 88,572 | $ | 27 | — | % | |||||||||||||||
| As a percentage of total revenue | 20 | % | 21 | % | |||||||||||||||||||
| Components of product development costs: | |||||||||||||||||||||||
| Personnel related costs | $ | 85,624 | $ | 85,107 | $ | 517 | 1 | % | |||||||||||||||
| Contractors and outside services | 2,351 | 2,586 | (235) | (9) | % | ||||||||||||||||||
| Other product development costs | 624 | 879 | (255) | (29) | % | ||||||||||||||||||
| Total product developments costs | $ | 88,599 | $ | 88,572 | $ | 27 | — | % | |||||||||||||||
Product development expenses remained flat year-over-year primarily due to increased personnel related expenses due to the acquisitions of Ipswitch and Chef, offset by decreased travel resulting due to the COVID-19 pandemic, and cost reductions we implemented within our cognitive application product lines in the fourth quarter of fiscal year 2019.
General and Administrative
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Change | ||||||||||||||||||||
| General and administrative | $ | 54,004 | $ | 53,360 | $ | 644 | 1 | % | |||||||||||||||
| As a percentage of total revenue | 12 | % | 13 | % | |||||||||||||||||||
| Components of general and administrative: | |||||||||||||||||||||||
| Personnel Related Costs | $ | 43,025 | $ | 42,423 | $ | 602 | 1 | % | |||||||||||||||
| Contractors and Outside Services | 8,338 | 7,375 | 963 | 13 | % | ||||||||||||||||||
| Other general and administrative costs | 2,641 | 3,562 | (921) | (26) | % | ||||||||||||||||||
| Total cost of general and administrative | $ | 54,004 | $ | 53,360 | $ | 644 | 1 | % | |||||||||||||||
General and administrative expenses include the costs of our finance, human resources, legal, information systems and administrative departments. General and administrative expenses increased slightly primarily due to higher personnel related costs due to the acquisitions of Ipswitch and Chef, as well as higher contractor and outside services costs, offset by decreases in other various general and administrative costs.
Amortization of Acquired Intangibles
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Amortization of acquired intangibles | $ | 20,049 | $ | 22,255 | (10) | % | |||||||||||
| As a percentage of total revenue | 5 | % | 5 | % | |||||||||||||
Amortization of acquired intangibles included in operating expenses primarily represents the amortization of value assigned to intangible assets obtained in business combinations other than assets identified as purchased technology. Amortization of acquired intangibles decreased year-over-year due to certain intangible assets being fully amortized and the impairment of certain other intangible assets, offset by the addition of Ipswitch and Chef acquired intangibles.
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Impairment of Intangible and Long-Lived Assets
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Impairment of intangible and long-lived assets | $ | — | $ | 24,096 | * | ||||||||||||
| As a percentage of total revenue | — | % | 6 | % | |||||||||||||
*Not meaningful
In the fourth quarter of fiscal year 2019 we determined that the intangible assets associated with the technology obtained in connection with the acquisitions of DataRPM and Kinvey were fully impaired. As a result, we incurred an impairment charge of $22.7 million in the fourth quarter of fiscal year 2019. See Note 6 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional details. In addition, during the fourth quarter of fiscal year 2019, we incurred an additional asset impairment charge of $1.4 million related to the abandonment of certain long-lived assets associated with a sale of corporate land and buildings. See Note 5 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional details.
Restructuring Expenses
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Restructuring expenses | $ | 5,906 | $ | 6,331 | (7) | % | |||||||||||
| As a percentage of total revenue | 1 | % | 2 | % | |||||||||||||
Restructuring expenses recorded in fiscal year 2020 relate to the restructuring activities that occurred in fiscal years 2020, 2019 and 2017. See Note 15 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional details, including types of expenses incurred and the timing of future expenses and cash payments. See also the Liquidity and Capital Resources section of this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Acquisition-Related Expenses
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Acquisition-related expenses | $ | 3,637 | $ | 1,658 | * | ||||||||||||
| As a percentage of total revenue | 1 | % | — | % | |||||||||||||
*Not meaningful
Acquisition-related costs are expensed as incurred and include those costs incurred as a result of a business combination. These costs consist of professional services fees, including third-party legal and valuation-related fees, as well as retention fees, and earn-out payments treated as compensation expense. Acquisition-related expenses in fiscal year 2020 were primarily related to the acquisition of Chef. Acquisition-related expenses in fiscal year 2019 were related to the acquisition of Ipswitch.
Income from Operations
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Income from operations | $ | 107,728 | $ | 40,084 | 169 | % | |||||||||||
| As a percentage of total revenue | 24 | % | 10 | % | |||||||||||||
Income from operations increased year over year due to an increase in revenue and decreases in costs of revenue and operating expenses as shown above.
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Income from Operations by Segment
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| OpenEdge segment | $ | 250,092 | $ | 211,720 | 18 | % | |||||||||||
| Data Connectivity and Integration segment | 25,790 | 31,930 | (19) | % | |||||||||||||
| Application Development and Deployment segment | 44,770 | 52,473 | (15) | % | |||||||||||||
| Other unallocated expenses | (212,924) | (256,039) | 17 | % | |||||||||||||
| Total income from operations | $ | 107,728 | $ | 40,084 | 169 | % | |||||||||||
Note that the following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: certain product development and corporate sales and marketing expenses, customer support, administration, amortization of acquired intangibles, loss on assets held for sale, stock-based compensation, fees related to shareholder activist, restructuring, and acquisition-related expenses.
Other (Expense) Income
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Interest expense | $ | (10,170) | $ | (9,913) | (3) | % | |||||||||||
| Interest income and other, net | 1,495 | 1,143 | 31 | % | |||||||||||||
| Foreign currency loss, net | (2,418) | (2,819) | 14 | % | |||||||||||||
| Total other expense, net | $ | (11,093) | $ | (11,589) | 4 | % | |||||||||||
| As a percentage of total revenue | (3) | % | (3) | % | |||||||||||||
Other expense, net, decreased in fiscal year 2020 as a result of lower foreign currency loss offset by increased interest expense over the period. The increase in interest expense is due to an increase in the outstanding principle balance of our debt to fund the Ipswitch and Chef acquisitions, offset by declining rates throughout fiscal year 2020.
Provision for Income Taxes
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Provision for income taxes | $ | 16,913 | $ | 2,095 | * | ||||||||||||
| As a percentage of total revenue | 4 | % | <1% | ||||||||||||||
*Not meaningful
Our effective income tax rate was 18% in fiscal year 2020 and 7% in fiscal year 2019. The primary reason for the increase in the effective rate was due to the loss incurred by our US operations in fiscal year 2019 resulting from the amortization and impairment of intangibles described above. In addition, the majority of our international profits in fiscal year 2019 were earned in a jurisdiction with a statutory tax rate of 10%.
Net Income
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2020 | November 30, 2019 | Percentage Change | ||||||||||||||
| Net income | $ | 79,722 | $ | 26,400 | 202 | % | |||||||||||
| As a percentage of total revenue | 18 | % | 6 | % | |||||||||||||
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Fiscal 2019 Compared to Fiscal 2018
Adoption of New Accounting Standard
We adopted the new accounting standard related to revenue recognition ("ASC 606") effective December 1, 2018, using the full retrospective method, which required us to restate prior comparable periods. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. Management’s Discussion and Analysis of Financial Condition and Results of Operations has also been adjusted to reflect the full retrospective adoption of ASC 606.
Revenue
| Fiscal Year Ended | Percentage Change | ||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | As Reported | Constant Currency | |||||||||||||||||||
| Revenue | $ | 413,298 | $ | 378,981 | 9 | % | 11 | % | |||||||||||||||
Total revenue increased in fiscal year 2019 primarily due to the acquisition of Ipswitch during the second quarter of fiscal year 2019, and an increase in license sales in our Data Connectivity and Integration segment. Ipswitch contributed $28.2 million in revenue in fiscal year 2019. The increase in total revenue was partially offset by an unfavorable impact from currency exchange rates in fiscal year 2019. Changes in prices from fiscal year 2018 to 2019 did not have a significant impact on our revenue.
License Revenue
| Fiscal Year Ended | Percentage Change | ||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | As Reported | Constant Currency | |||||||||||||||||||
| License | $ | 122,552 | $ | 99,800 | 23 | % | 25 | % | |||||||||||||||
| As a percentage of total revenue | 30 | % | 26 | % | |||||||||||||||||||
Software license revenue increased in fiscal year 2019 primarily due to the acquisition of Ipswitch and an increase in license sales in our Data Connectivity and Integration segment. The increase in license revenue was partially offset by an unfavorable impact from currency exchange rates in fiscal year 2019.
Maintenance and Services Revenue
| Fiscal Year Ended | Percentage Change | ||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | As Reported | Constant Currency | |||||||||||||||||||
| Maintenance | $ | 259,006 | $ | 249,171 | 4 | % | 6 | % | |||||||||||||||
| As a percentage of total revenue | 63 | % | 66 | % | |||||||||||||||||||
| Professional services | $ | 31,740 | $ | 30,010 | 6 | % | 7 | % | |||||||||||||||
| As a percentage of total revenue | 8 | % | 8 | % | |||||||||||||||||||
| Total maintenance and services revenue | $ | 290,746 | $ | 279,181 | 4 | % | 6 | % | |||||||||||||||
| As a percentage of total revenue | 70 | % | 74 | % | |||||||||||||||||||
Maintenance revenue increased in fiscal year 2019 due to the acquisition of Ipswitch and a slight increase in maintenance revenue in our Application Development and Deployment segment. This increase was offset by an unfavorable impact from currency exchange rates on our OpenEdge segment maintenance revenue in fiscal year 2019. Professional services revenue increased in fiscal year 2019 primarily due to an increase in OpenEdge professional services revenue, partially offset by lower professional services revenue generated by our Application Development and Deployment segment.
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Revenue by Region
| Fiscal Year Ended | Percentage Change | ||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | As Reported | Constant Currency | |||||||||||||||||||
| North America | $ | 233,911 | $ | 204,257 | 15 | % | 15 | % | |||||||||||||||
| As a percentage of total revenue | 57 | % | 54 | % | |||||||||||||||||||
| EMEA | $ | 137,301 | $ | 135,055 | 2 | % | 6 | % | |||||||||||||||
| As a percentage of total revenue | 33 | % | 35 | % | |||||||||||||||||||
| Latin America | $ | 19,665 | $ | 18,046 | 9 | % | 16 | % | |||||||||||||||
| As a percentage of total revenue | 5 | % | 5 | % | |||||||||||||||||||
| Asia Pacific | $ | 22,421 | $ | 21,623 | 4 | % | 7 | % | |||||||||||||||
| As a percentage of total revenue | 5 | % | 6 | % | |||||||||||||||||||
Total revenue generated in North America increased $29.7 million, and total revenue generated outside North America increased $4.7 million, in fiscal year 2019. The increase in North America was primarily due to the acquisition of Ipswitch and higher license revenue generated by our Data Connectivity and Integration segment. The increase in revenue generated in EMEA in fiscal year 2019 was also due to the acquisition of Ipswitch and higher license revenue generated by our Data Connectivity and Integration segment, partially offset by the unfavorable effect of foreign exchange rates. Revenue generated in Latin America increased in fiscal year 2019 due to an increase in license sales in our OpenEdge segment. The revenue generated in Asia Pacific increased slightly in fiscal year 2019 primarily due to the acquisition of Ipswitch.
Total revenue generated in markets outside North America represented 43% of total revenue in fiscal year 2019 compared to 46% of total revenue in the prior fiscal year. If exchange rates had remained constant in fiscal year 2019 as compared to the exchange rates in effect in fiscal year 2018, total revenue generated in markets outside North America would have been 44% of total revenue.
Revenue by Segment
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| OpenEdge segment | $ | 296,929 | $ | 277,806 | 7 | % | |||||||||||
| Data Connectivity and Integration segment | 39,903 | 23,129 | 73 | % | |||||||||||||
| Application Development and Deployment segment | 76,466 | 78,046 | (2) | % | |||||||||||||
| Total revenue | $ | 413,298 | $ | 378,981 | 9 | % | |||||||||||
Revenue in the OpenEdge segment increased in fiscal year 2019 primarily due to the acquisition of Ipswitch, partially offset by an unfavorable impact from currency exchange rates in fiscal year 2019. Data Connectivity and Integration segment revenue increased in fiscal year 2019 primarily due to the timing of certain renewals by OEMs. Application Development and Deployment segment revenue decreased in fiscal year 2019, primarily due to lower license and professional services revenue, partially offset by an increase in maintenance revenue.
Cost of Software Licenses
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Change | ||||||||||||||||||||
| Cost of software licenses | $ | 4,894 | $ | 4,769 | $ | 125 | 3 | % | |||||||||||||||
| As a percentage of software license revenue | 4 | % | 5 | % | |||||||||||||||||||
| As a percentage of total revenue | 1 | % | 1 | % | |||||||||||||||||||
Cost of software licenses consists primarily of costs of royalties, electronic software distribution, duplication, and packaging. Cost of software licenses as a percentage of software license revenue varies from period to period depending upon the relative product mix. During the periods presented above, cost of software licenses remained relatively flat as a percentage of revenue.
32
Cost of Maintenance and Services
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Change | ||||||||||||||||||||
| Cost of maintenance and services | $ | 44,463 | $ | 39,470 | $ | 4,993 | 13 | % | |||||||||||||||
| As a percentage of maintenance and services revenue | 15 | % | 14 | % | |||||||||||||||||||
| As a percentage of total revenue | 11 | % | 10 | % | |||||||||||||||||||
| Components of cost of maintenance and services: | |||||||||||||||||||||||
| Personnel Related Costs | $ | 31,935 | $ | 28,052 | $ | 3,883 | 14 | % | |||||||||||||||
| Contractors and Outside Services | 9,329 | 8,639 | 690 | 8 | % | ||||||||||||||||||
| Hosting and Other | 3,199 | 2,779 | 420 | 15 | % | ||||||||||||||||||
| Total cost of maintenance and services | $ | 44,463 | $ | 39,470 | $ | 4,993 | 13 | % | |||||||||||||||
Cost of maintenance and services consists primarily of costs of providing customer support, consulting, and education. Cost of maintenance and services increased in fiscal year 2019 primarily due to higher personnel related costs resulting from the acquisition of Ipswitch.
Amortization of Acquired Intangibles
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Amortization of acquired intangibles | $ | 25,884 | $ | 22,734 | 14 | % | |||||||||||
| As a percentage of total revenue | 6 | % | 6 | % | |||||||||||||
Amortization of acquired intangibles included in costs of revenue primarily represents the amortization of the value assigned to technology-related intangible assets obtained in business combinations. Amortization of acquired intangibles increased in fiscal year 2019, primarily due to the addition of intangible assets associated with the technologies obtained in connection with the acquisition of Ipswitch.
Gross Profit
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Gross profit | $ | 338,057 | $ | 312,008 | 8 | % | |||||||||||
| As a percentage of total revenue | 82 | % | 82 | % | |||||||||||||
Our gross profit increased in fiscal year 2019 primarily due to the increases of license and maintenance revenue, offset slightly by the increase of cost of maintenance and services and the amortization of acquired intangibles, each as described above.
Sales and Marketing
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Change | ||||||||||||||||||||
| Sales and marketing | $ | 101,701 | $ | 93,036 | $ | 8,665 | 9 | % | |||||||||||||||
| As a percentage of total revenue | 25 | % | 25 | % | |||||||||||||||||||
| Components of sales and marketing: | |||||||||||||||||||||||
| Personnel related costs | $ | 83,957 | $ | 75,394 | $ | 8,563 | 11 | % | |||||||||||||||
| Contractors and outside services | 2,307 | 2,046 | 261 | 13 | % | ||||||||||||||||||
| Marketing programs and other | 15,437 | 15,596 | (159) | (1) | % | ||||||||||||||||||
| Total sales and marketing | $ | 101,701 | $ | 93,036 | $ | 8,665 | 9 | % | |||||||||||||||
Sales and marketing expenses increased in fiscal year 2019 primarily due to increased personnel related expenses as a result of
33
increased headcount from the acquisition of Ipswitch.
Product Development
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Change | ||||||||||||||||||||
| Product development | $ | 88,572 | $ | 79,739 | $ | 8,833 | 11 | % | |||||||||||||||
| As a percentage of total revenue | 21 | % | 21 | % | |||||||||||||||||||
| Components of product development costs: | |||||||||||||||||||||||
| Personnel related costs | $ | 85,107 | $ | 76,766 | $ | 8,341 | 11 | % | |||||||||||||||
| Contractors and outside services | 2,586 | 2,263 | 323 | 14 | % | ||||||||||||||||||
| Other product development costs | 879 | 710 | 169 | 24 | % | ||||||||||||||||||
| Total product developments costs | $ | 88,572 | $ | 79,739 | $ | 8,833 | 11 | % | |||||||||||||||
Product development expenses increased in fiscal year 2019 primarily due to increased personnel related expenses as a result of the acquisition of Ipswitch.
General and Administrative
| Fiscal Year Ended | |||||||||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Change | ||||||||||||||||||||
| General and administrative | $ | 53,360 | $ | 49,050 | $ | 4,310 | 9 | % | |||||||||||||||
| As a percentage of total revenue | 13 | % | 13 | % | |||||||||||||||||||
| Components of general and administrative: | |||||||||||||||||||||||
| Personnel Related Costs | $ | 42,447 | $ | 34,749 | $ | 7,698 | 22 | % | |||||||||||||||
| Contractors and Outside Services | 7,375 | 9,447 | (2,072) | (22) | % | ||||||||||||||||||
| Other general and administrative costs | 3,538 | 4,854 | (1,316) | (27) | % | ||||||||||||||||||
| Total cost of general and administrative | $ | 53,360 | $ | 49,050 | $ | 4,310 | 9 | % | |||||||||||||||
General and administrative expenses include the costs of our finance, human resources, legal, information systems and administrative departments. General and administrative expenses increased in fiscal year 2019 primarily due to increased stock-based compensation expense.
Amortization of Acquired Intangibles
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Amortization of acquired intangibles | $ | 22,255 | $ | 13,241 | 68 | % | |||||||||||
| As a percentage of total revenue | 5 | % | 3 | % | |||||||||||||
Amortization of acquired intangibles included in operating expenses primarily represents the amortization of value assigned to intangible assets obtained in business combinations other than assets identified as purchased technology. Amortization of acquired intangibles increased in fiscal year 2019 due to the addition of intangible assets obtained in connection with the acquisition of Ipswitch.
Impairment of Intangible and Long-Lived Assets
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Impairment of intangible and long-lived assets | $ | 24,096 | $ | — | * | ||||||||||||
| As a percentage of total revenue | 6 | % | — | % | |||||||||||||
*Not meaningful
34
In the fourth quarter of fiscal year 2019 we determined that the intangible assets associated with the technology obtained in connection with the acquisitions of DataRPM and Kinvey were fully impaired. As a result, we incurred an impairment charge of $22.7 million in the fourth quarter of fiscal year 2019. See Note 6 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional details. In addition, during the fourth quarter of fiscal year 2019, we incurred an additional asset impairment charge of $1.4 million related to the abandonment of certain long-lived assets associated with a sale of corporate land and buildings. See Note 5 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional details.
Restructuring Expenses
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Restructuring expenses | $ | 6,331 | $ | 2,251 | 181 | % | |||||||||||
| As a percentage of total revenue | 2 | % | 1 | % | |||||||||||||
Restructuring expenses recorded in fiscal year 2019 related to the restructuring activities that occurred in fiscal years 2019 and 2017. See Note 15 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional details, including types of expenses incurred and the timing of future expenses and cash payments. See also the Liquidity and Capital Resources section of this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Acquisition-Related Expenses
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Acquisition-related expenses | $ | 1,658 | $ | 258 | * | ||||||||||||
| As a percentage of total revenue | — | % | — | % | |||||||||||||
*Not meaningful
Acquisition-related costs are expensed as incurred and include those costs incurred as a result of a business combination. These costs consist of professional services fees, including third-party legal and valuation-related fees, as well as retention fees, and earn-out payments treated as compensation expense. Acquisition-related expenses in fiscal year 2019 were related to the acquisition of Ipswitch.
Loss on Assets Held for Sale
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2017 | Percentage Change | ||||||||||||||
| Loss on assets held for sale | $ | — | $ | 5,147 | * | ||||||||||||
| As a percentage of total revenue | — | % | 1 | % | |||||||||||||
*Not meaningful
In the fourth quarter of fiscal year 2018, we reclassified certain corporate land and building assets previously reported as property and equipment to assets held for sale on our consolidated balance sheets as we were actively marketing them and expected to sell them within one year. As a result, we recognized an impairment charge of $5.1 million, which represented the difference between the fair value less cost to sell and the carrying value of the assets. The impairment charge was recorded to loss on assets held for sale within operating expenses on our fiscal year 2018 consolidated statement of operations. See Note 5 to our Consolidated Financial Statements in Item 8 of this Form 10-K for additional details.
35
Fees Related to Shareholder Activist
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Fees related to shareholder activist | $ | — | $ | 1,472 | * | ||||||||||||
| As a percentage of total revenue | — | % | — | % | |||||||||||||
*Not meaningful
In September 2017, Praesidium Investment Management, then one of our largest stockholders, publicly announced its disagreement with our strategy in a Schedule 13D filed with the SEC and stated that it was seeking changes in the composition of our Board of Directors. In fiscal year 2018, we incurred professional and other fees relating to Praesidium’s actions.
Income from Operations
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Income from operations | $ | 40,084 | $ | 67,814 | (41) | % | |||||||||||
| As a percentage of total revenue | 10 | % | 18 | % | |||||||||||||
Income from operations decreased in fiscal year 2019. As described above, the decrease was primarily driven by the impairment of intangible and long-lived assets in the fourth quarter of fiscal year 2019, as well as increases in operating expenses, amortization of acquired intangible assets, restructuring expenses and acquisition expenses recorded in fiscal year 2019 as a result of the acquisition of Ipswitch. This decrease was partially offset by increased revenue in fiscal year 2019 and the loss on assets held for sale recorded in fiscal year 2018, as described above.
Income from Operations by Segment
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| OpenEdge segment | $ | 211,720 | $ | 209,986 | 1 | % | |||||||||||
| Data Connectivity and Integration segment | 31,930 | 15,495 | 106 | % | |||||||||||||
| Application Development and Deployment segment | 52,473 | 50,959 | 3 | % | |||||||||||||
| Other unallocated expenses | (256,039) | (208,626) | (23) | % | |||||||||||||
| Total income from operations | $ | 40,084 | $ | 67,814 | (41) | % | |||||||||||
Note that the following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: certain product development and corporate sales and marketing expenses, customer support, administration, amortization of acquired intangibles, loss on assets held for sale, stock-based compensation, fees related to shareholder activist, restructuring, and acquisition-related expenses.
Other (Expense) Income
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Interest expense | $ | (9,913) | $ | (5,149) | 93 | % | |||||||||||
| Interest income and other, net | 1,143 | 1,220 | (6) | % | |||||||||||||
| Foreign currency loss | (2,819) | (3,089) | (9) | % | |||||||||||||
| Total other expense, net | $ | (11,589) | $ | (7,018) | (65) | % | |||||||||||
| As a percentage of total revenue | (3) | % | (2) | % | |||||||||||||
Other expense, net, increased in fiscal year 2019 primarily due to an increase in interest expense. The change in interest expense is a result of an increase in the principal balance of our debt, which was used to fund the Ipswitch acquisition.
36
Provision for Income Taxes
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Provision for income taxes | $ | 2,095 | $ | 11,126 | (81) | % | |||||||||||
| As a percentage of total revenue | <1% | 3 | % | ||||||||||||||
Our effective income tax rate was 7% in fiscal year 2019 and 18% in fiscal year 2018. The primary reason for the decrease in the effective rate was due to the loss incurred by our US operations in fiscal year 2019 resulting from the amortization and impairment of intangibles. In addition, the majority of our international profits were earned in a jurisdiction with a statutory tax rate of 10%.
Net Income
| Fiscal Year Ended | |||||||||||||||||
| (In thousands) | November 30, 2019 | November 30, 2018 | Percentage Change | ||||||||||||||
| Net income | $ | 26,400 | $ | 49,670 | (47) | % | |||||||||||
| As a percentage of total revenue | 6 | % | 13 | % | |||||||||||||
Liquidity and Capital Resources
Cash, Cash Equivalents and Short-Term Investments
| (In thousands) | November 30, 2020 | November 30, 2019 | |||||||||
| Cash and cash equivalents | $ | 97,990 | |||||||||