Notes to Condensed Consolidated Financial Statements
Note 1: Basis of Presentation
Company Overview
- Progress Software Corporation ("Progress," the "Company," "we," "us," or "our") offers the leading platform for developing and deploying strategic business applications. We enable customers and partners to deliver modern, high-impact digital experiences with a fraction of the effort, time and cost. Progress offers powerful tools for easily building adaptive user experiences across any type of device or touchpoint, award-winning machine learning that enables cognitive capabilities to be a part of any application, the flexibility of a serverless cloud to deploy modern apps, business rules, web content management, plus leading data connectivity technology. Over
1,700
independent software vendors,
100,000
enterprise customers, and
2 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 application partners and original equipment manufacturers ("OEMs"). Application partners are ISVs that develop and market applications using our technology and resell our products in conjunction with sales of their own products that incorporate our technology. OEMs are companies that embed our products into their own software products or devices.
We operate in North America and Latin America (the "Americas"); Europe, the Middle East and Africa ("EMEA"); and the Asia Pacific region, through local subsidiaries as well as independent distributors.
Basis of Presentation and Significant Accounting Policies
- We prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements and these unaudited financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended
November 30, 2017
, as amended ("Annual Report").
We made no material changes in the application of our significant accounting policies that were disclosed in our Annual Report. We have prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in our Annual Report, and these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year.
Recent Accounting Pronouncements
- In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2018-15,
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
("ASU 2018-15"). ASU 2018-15 amends current guidance to align the accounting for costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs associated with developing or obtaining internal-use software. Capitalized implementation costs must be expensed over the term of the hosting arrangement and presented in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement. The guidance in ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently accounting for costs incurred in a cloud computing arrangement in accordance with the guidance provided in ASU 2018-15.
In February 2018, the FASB issued Accounting Standards Update No. 2018-02,
Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
("ASU 2018-02"). ASU 2018-02 gives entities the option to reclassify the disproportionate income tax effects ("stranded tax effects") caused by the newly-enacted US Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The update also requires new disclosures, some of which are applicable for all entities. The guidance in ASU 2018-02 is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently considering whether to adopt the optional reclassification of the stranded tax effects and evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations.
In August 2017, the FASB issued Accounting Standards Update No. 2017-12,
Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities
("ASU 2017-12"). ASU 2017-12 intends to better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The guidance in ASU 2017-12 is required for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04,
Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment
("ASU 2017-04"). ASU 2017-04 amends Topic 350 to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. This update requires the performance of an annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The guidance in ASU 2017-04 is required for annual reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently considering whether to adopt this update prior to the required adoption date.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16,
Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory
("ASU 2016-16"), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Under current GAAP, the recognition of current and deferred income taxes for an intra-entity transfer are prohibited until the asset has been sold to an outside party. The amendments in ASU 2016-16 are effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of the adoption of this update on our consolidated financial position, results of operations, and disclosure requirements.
In March 2016, the FASB issued Accounting Standards Update No. 2016-09,
Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting
("ASU 2016-09"). ASU 2016-09 is intended to simplify various aspects of the accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance in ASU 2016-09 is required for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The standard requires, on a prospective basis, the recognition of all excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of operations and the tax effect of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. The excess tax benefits and tax deficiencies should not be considered in an entity's calculation of its annual estimated effective tax rate and, as excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method to calculate diluted earnings per share should exclude such excess tax benefits. Further, on either a prospective or retrospective basis, excess tax benefits should be classified as operating activities in the statement of cash flows. The standard also provides entities the option to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur, which is to be applied in accordance with a modified retrospective transition. Additionally, the standard updates the threshold to qualify for equity classification for minimum statutory tax withholding requirements by permitting an entity to withhold up to the maximum statutory rates in the applicable jurisdictions, applied on a modified retrospective basis. Finally, the standard requires that cash paid by an employer to a taxing authority when directly withholding shares for tax withholding purposes be classified as a financing activity in the statement of cash flows, applied retrospectively.
We adopted this standard at the beginning of the first quarter of fiscal year 2018 and elected to classify excess tax benefits as operating activities on a prospective basis in the condensed consolidated statement of cash flows. As such, the prior period condensed consolidated statement of cash flows was not adjusted. We also elected to account for forfeitures as they occur and recorded a cumulative-effect adjustment of
$0.6 million
to retained earnings during the period of adoption. The adoption of ASU 2016-09 did not have a material impact on our consolidated financial position, results of operations, and cash flows.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842)
("ASU 2016-02"), which requires lessees to record most leases on their balance sheets, recognizing a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The guidance in ASU 2016-02 is required for annual reporting periods beginning after December 15, 2018, with early adoption permitted. We currently expect that most of our operating lease commitments will be subject to the update and recognized as operating lease liabilities and right-of-use assets upon adoption. However, we are currently evaluating the effect that implementation of this update will have upon adoption on our consolidated financial position and results of operations.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09,
Revenue from Contracts with Customers (Topic 606)
("ASU 2014-09"). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance provided in Topic 606 requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Topic 606 also includes Subtopic 340-40,
Other Assets and Deferred Costs - Contracts with Customers
, which requires the deferral of incremental costs of obtaining a contract with a customer. This new guidance was initially effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016 and early adoption was not permitted. However, in July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the effective date for the Company will be December 1, 2018.
Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. The Company currently plans to adopt this ASU in accordance with the full retrospective approach, effective December 1, 2018. Fiscal year 2019 quarterly results, and comparative prior periods, will be prepared in accordance with ASC Topic 606. The first Annual Report on Form 10-K issued in accordance with ASC Topic 606 will be for the period ended November 30, 2019.
Management is currently assessing the impact the adoption of this standard will have on the Company’s consolidated financial statements, but anticipates that the revenue recognition related to accounting for the following transactions will be most impacted:
|
|
•
|
Revenue from term licenses with extended payment terms over the term of the agreement within our Data Connectivity and Integration segment
- These transactions are typically recognized when the amounts are billed to the customer under current revenue recognition guidance. In accordance with ASU 2014-09, revenue from term license performance obligations is expected to be recognized upon delivery and revenue from maintenance performance obligations is expected to be recognized over the contract term. To the extent the Company enters into future term licenses with extended payment terms after the adoption of ASU 2014-09, revenue from term licenses with extended payment terms will be recognized prior to the customer being billed and the Company will recognize an unbilled receivable on the balance sheet. Accordingly, the recognition of license revenue will be accelerated under ASU 2014-09 as the Company currently does not recognize revenue until the amounts have been billed to the customer.
|
|
|
•
|
Revenue from transactions with multiple elements within our Application Development and Deployment segment (i.e., sales of perpetual licenses with maintenance and/or support)
- These transactions are currently recognized ratably over the associated maintenance period as the Company does not have vendor specific objective evidence ("VSOE") for maintenance or support. Under ASU 2014-09, the requirement to have VSOE for undelivered elements that exists under current guidance is eliminated. Accordingly, the Company will recognize a portion of the sales price as revenue upon delivery of the license instead of recognizing the entire sales price ratably over the maintenance period.
|
Note 2: Cash, Cash Equivalents and Investments
A summary of our cash, cash equivalents and available-for-sale investments at
August 31, 2018
is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
Cash
|
$
|
92,827
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,827
|
|
Money market funds
|
5,870
|
|
|
—
|
|
|
—
|
|
|
5,870
|
|
State and municipal bond obligations
|
24,349
|
|
|
—
|
|
|
(125
|
)
|
|
24,224
|
|
U.S. treasury bonds
|
6,715
|
|
|
—
|
|
|
(25
|
)
|
|
6,690
|
|
Corporate bonds
|
8,332
|
|
|
—
|
|
|
(62
|
)
|
|
8,270
|
|
Total
|
$
|
138,093
|
|
|
$
|
—
|
|
|
$
|
(212
|
)
|
|
$
|
137,881
|
|
A summary of our cash, cash equivalents and available-for-sale investments at
November 30, 2017
is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
Cash
|
$
|
130,547
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130,547
|
|
Money market funds
|
2,917
|
|
|
—
|
|
|
—
|
|
|
2,917
|
|
State and municipal bond obligations
|
40,458
|
|
|
—
|
|
|
(231
|
)
|
|
40,227
|
|
U.S. treasury bonds
|
3,517
|
|
|
—
|
|
|
(26
|
)
|
|
3,491
|
|
Corporate bonds
|
6,463
|
|
|
—
|
|
|
(36
|
)
|
|
6,427
|
|
Total
|
$
|
183,902
|
|
|
$
|
—
|
|
|
$
|
(293
|
)
|
|
$
|
183,609
|
|
Such amounts are classified on our condensed consolidated balance sheets as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2018
|
|
November 30, 2017
|
|
Cash and
Equivalents
|
|
Short-Term
Investments
|
|
Cash and
Equivalents
|
|
Short-Term
Investments
|
Cash
|
$
|
92,827
|
|
|
$
|
—
|
|
|
$
|
130,547
|
|
|
$
|
—
|
|
Money market funds
|
5,870
|
|
|
—
|
|
|
2,917
|
|
|
—
|
|
State and municipal bond obligations
|
—
|
|
|
24,224
|
|
|
—
|
|
|
40,227
|
|
U.S. treasury bonds
|
—
|
|
|
6,690
|
|
|
—
|
|
|
3,491
|
|
Corporate bonds
|
—
|
|
|
8,270
|
|
|
—
|
|
|
6,427
|
|
Total
|
$
|
98,697
|
|
|
$
|
39,184
|
|
|
$
|
133,464
|
|
|
$
|
50,145
|
|
The fair value of debt securities by contractual maturity is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
August 31,
2018
|
|
November 30,
2017
|
Due in one year or less
|
$
|
26,209
|
|
|
$
|
22,333
|
|
Due after one year
(1)
|
12,975
|
|
|
27,812
|
|
Total
|
$
|
39,184
|
|
|
$
|
50,145
|
|
|
|
(1)
|
Includes state and municipal bond obligations, U.S. treasury bonds, and corporate bonds, which are securities representing investments available for current operations and are classified as current on the condensed consolidated balance sheets.
|
We did
no
t hold any investments with continuous unrealized losses as of
August 31, 2018
or
November 30, 2017
.
Note 3: Derivative Instruments
We generally use forward contracts that are not designated as hedging instruments to hedge economically the impact of the variability in exchange rates on intercompany accounts receivable and loans receivable denominated in certain foreign currencies. We generally do not hedge the net assets of our international subsidiaries.
All forward contracts are recorded at fair value on the consolidated balance sheets at the end of each reporting period and expire from
30
days to
one year
. At
August 31, 2018
,
$1.8 million
was recorded in
other accrued liabilities
on the condensed consolidated balance sheet. At
November 30, 2017
,
$0.2 million
and
$0.2 million
was recorded in
other accrued liabilities
and
other assets
, respectively, on the consolidated balance sheet. In the three and
nine
months ended
August 31, 2018
, realized and unrealized losses of
$1.0 million
and
$4.1 million
, respectively, from our forward contracts were recognized in
foreign currency (loss) gain, net
, on the condensed consolidated statements of operations. In the three and
nine
months ended
August 31, 2017
, realized and unrealized gains of
$5.2 million
and
$9.6 million
, respectively, from our forward contracts were recognized in
foreign currency (loss) gain, net
on the condensed consolidated statements of operations. The losses and gains were substantially offset by realized and unrealized gains and losses on the offsetting positions.
The table below details outstanding foreign currency forward contracts where the notional amount is determined using contract exchange rates (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2018
|
|
November 30, 2017
|
|
Notional Value
|
|
Fair Value
|
|
Notional Value
|
|
Fair Value
|
Forward contracts to sell U.S. dollars
|
$
|
149,204
|
|
|
$
|
(1,806
|
)
|
|
$
|
119,192
|
|
|
$
|
(27
|
)
|
Forward contracts to purchase U.S. dollars
|
—
|
|
|
—
|
|
|
462
|
|
|
—
|
|
Total
|
$
|
149,204
|
|
|
$
|
(1,806
|
)
|
|
$
|
119,654
|
|
|
$
|
(27
|
)
|
Note 4: Fair Value Measurements
Recurring Fair Value Measurements
The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at
August 31, 2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
Total Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
Money market funds
|
$
|
5,870
|
|
|
$
|
5,870
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and municipal bond obligations
|
24,224
|
|
|
—
|
|
|
24,224
|
|
|
—
|
|
U.S. treasury bonds
|
6,690
|
|
|
—
|
|
|
6,690
|
|
|
—
|
|
Corporate bonds
|
8,270
|
|
|
—
|
|
|
8,270
|
|
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
Foreign exchange derivatives
|
$
|
(1,806
|
)
|
|
$
|
—
|
|
|
$
|
(1,806
|
)
|
|
$
|
—
|
|
The following table details the fair value measurements within the fair value hierarchy of our financial assets and liabilities at
November 30, 2017
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
Total Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Assets
|
|
|
|
|
|
|
|
Money market funds
|
$
|
2,917
|
|
|
$
|
2,917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and municipal bond obligations
|
40,227
|
|
|
—
|
|
|
40,227
|
|
|
—
|
|
U.S. treasury bonds
|
3,491
|
|
|
—
|
|
|
3,491
|
|
|
—
|
|
Corporate bonds
|
6,427
|
|
|
—
|
|
|
6,427
|
|
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
Foreign exchange derivatives
|
$
|
(27
|
)
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
—
|
|
When developing fair value estimates, we maximize the use of observable inputs and minimize the use of unobservable inputs. When available, we use quoted market prices to measure fair value. The valuation technique used to measure fair value for our Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument.
We did not have any nonrecurring fair value measurements during the
nine
months ended
August 31, 2018
.
Note 5: Intangible Assets and Goodwill
Intangible Assets
Intangible assets are comprised of the following significant classes (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2018
|
|
November 30, 2017
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
Purchased technology
|
$
|
154,301
|
|
|
$
|
(105,451
|
)
|
|
$
|
48,850
|
|
|
$
|
154,301
|
|
|
$
|
(88,224
|
)
|
|
$
|
66,077
|
|
Customer-related
|
67,802
|
|
|
(54,024
|
)
|
|
13,778
|
|
|
67,802
|
|
|
(46,230
|
)
|
|
21,572
|
|
Trademarks and trade names
|
17,740
|
|
|
(12,656
|
)
|
|
5,084
|
|
|
17,740
|
|
|
(10,495
|
)
|
|
7,245
|
|
Total
|
$
|
239,843
|
|
|
$
|
(172,131
|
)
|
|
$
|
67,712
|
|
|
$
|
239,843
|
|
|
$
|
(144,949
|
)
|
|
$
|
94,894
|
|
In the three and
nine
months ended
August 31, 2018
, amortization expense related to intangible assets was
$8.8 million
and
$27.2 million
, respectively. In the three and
nine
months ended
August 31, 2017
, amortization expense related to intangible assets was
$9.1 million
and
$23.9 million
, respectively.
Future amortization expense for intangible assets as of
August 31, 2018
, is as follows (in thousands):
|
|
|
|
|
Remainder of 2018
|
$
|
8,873
|
|
2019
|
34,932
|
|
2020
|
10,152
|
|
2021
|
10,033
|
|
2022
|
3,722
|
|
Total
|
$
|
67,712
|
|
Goodwill
Changes in the carrying amount of goodwill in the
nine
months ended
August 31, 2018
are as follows (in thousands):
|
|
|
|
|
Balance, November 30, 2017
|
$
|
315,041
|
|
Translation adjustments
|
(90
|
)
|
Balance, August 31, 2018
|
$
|
314,951
|
|
Changes in the goodwill balances by reportable segment in the
nine
months ended
August 31, 2018
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2017
|
|
Translation adjustments
|
|
August 31, 2018
|
OpenEdge
|
$
|
249,036
|
|
|
$
|
(90
|
)
|
|
$
|
248,946
|
|
Data Connectivity and Integration
|
19,040
|
|
|
—
|
|
|
19,040
|
|
Application Development and Deployment
|
46,965
|
|
|
—
|
|
|
46,965
|
|
Total goodwill
|
$
|
315,041
|
|
|
$
|
(90
|
)
|
|
$
|
314,951
|
|
During the quarter ending
August 31, 2018
, no triggering events occurred that would indicate that it is more likely than not that the carrying values of any of our reporting units exceeded their fair values.
Note 6: Business Combinations
Kinvey Acquisition
On June 1, 2017, we acquired by merger
100%
of the outstanding securities of Kinvey for an aggregate sum of
$49.2 million
, which includes approximately
$0.3 million
held-back from the founder of Kinvey as an incentive to remain with the Company for at least
two
years following the acquisition. The
$0.3 million
held-back is being recorded to expense over the service period. Kinvey allows developers to set up, use, and operate a serverless cloud backend for any native, hybrid, web, or IoT app built using any development tools. The acquisition was accounted for as a business combination, and accordingly, the results of operations of Kinvey are included in our operating results as part of the OpenEdge business segment from the date of acquisition. We paid the purchase price in cash from available funds.
The total consideration, less the
$0.3 million
held-back discussed above, which is considered to be a compensation arrangement, was allocated to Kinvey's tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The excess of the total consideration, less the amount held-back from the founder, over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The allocation of the purchase price was completed in the fourth quarter of fiscal year 2017 upon the finalization of our valuation of identifiable intangible assets and deferred taxes.
The allocation of the purchase price is as follows (in thousands):
|
|
|
|
|
|
|
|
Total
|
|
Life
|
Net working capital
|
$
|
(963
|
)
|
|
|
Property, plant and equipment
|
26
|
|
|
|
Purchased technology
|
22,100
|
|
|
5 Years
|
Trade name
|
1,800
|
|
|
5 Years
|
Customer relationships
|
100
|
|
|
5 Years
|
Net deferred tax assets
|
1,465
|
|
|
|
Goodwill
|
24,351
|
|
|
|
Net assets acquired
|
$
|
48,879
|
|
|
|
The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital.
Deferred taxes include deferred tax liabilities resulting from the tax effects of fair value adjustments related to identifiable intangible assets, which are more than offset by the value of deferred tax assets acquired from Kinvey. Tangible assets acquired and assumed liabilities were recorded at fair value.
We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of
$24.4 million
of goodwill, which is not deductible for tax purposes.
Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) are not included as a component of consideration paid, but are required to be expensed as incurred. We incurred
minimal
acquisition-related costs during the three and
nine
months ended
August 31, 2018
, which are included in acquisition-related expenses on our condensed consolidated statements of operations.
We have not disclosed the amount of revenues and earnings of Kinvey since acquisition, nor pro forma financial information, as those amounts are not significant to our consolidated financial statements.
DataRPM Acquisition
On March 1, 2017, we acquired by merger
100%
of the outstanding securities of DataRPM for an aggregate sum of
$30.0 million
. Approximately
$1.7 million
of the purchase price was paid to DataRPM’s founders in the form of restricted stock units, subject to a
two
-year vesting schedule and continued employment. DataRPM is a leader in cognitive predictive maintenance for the industrial IoT ("IIoT") market. The acquisition was accounted for as a business combination, and accordingly, the results of operations of DataRPM are included in our operating results as part of the OpenEdge business segment from the date of acquisition. We paid the purchase price in cash from available funds.
The total consideration, less the fair value of the granted restricted stock units discussed above, which are considered compensation arrangements, was allocated to DataRPM’s tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The excess of the total consideration, less the fair value of the restricted stock units, over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The allocation of the purchase price was completed in the fourth quarter of fiscal year 2017 upon the finalization of our valuation of identifiable intangible assets and deferred taxes.
The allocation of the purchase price is as follows (in thousands):
|
|
|
|
|
|
|
|
Total
|
|
Life
|
Net working capital
|
$
|
(174
|
)
|
|
|
Property, plant and equipment
|
68
|
|
|
|
Purchased technology
|
19,900
|
|
|
5 Years
|
Trade name
|
800
|
|
|
5 Years
|
Customer relationships
|
100
|
|
|
5 Years
|
Deferred taxes
|
(5,006
|
)
|
|
|
Goodwill
|
12,583
|
|
|
|
Net assets acquired
|
$
|
28,271
|
|
|
|
The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital.
Deferred taxes include deferred tax liabilities resulting from the tax effects of fair value adjustments related to identifiable intangible assets, partially offset by the fair value of deferred tax assets acquired from DataRPM. Tangible assets acquired and assumed liabilities were recorded at fair value.
We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of
$12.6 million
of goodwill, which is not deductible for tax purposes.
As discussed above, approximately
$1.7 million
of the total consideration was paid to DataRPM’s founders in restricted stock units, subject to a vesting schedule and continued employment. We concluded that the restricted stock units are compensation arrangements and we are recognizing stock-based compensation expense in accordance with the vesting schedule over the service period of the awards, which is
two
-years. During the three months ended
August 31, 2018
, we incurred minimal stock-based compensation expense related to these restricted stock units. During the
nine
months ended
August 31, 2018
, as a result of the termination of employment of one of the founders, we recorded a
minimal credit
to stock-based compensation expense related to forfeitures. These amounts are included in operating expenses on our condensed consolidated statements of operations.
Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) are not included as a component of consideration transferred, but are required to be expensed as incurred. We did not incur any acquisition-related costs during the three and
nine
months ended
August 31, 2018
and do not expect to incur additional material costs with respect to this acquisition.
We have not disclosed the amount of revenues and earnings of DataRPM since acquisition, nor pro forma financial information, as those amounts are not significant to our consolidated financial statements.
Note 7: Term Loan and Line of Credit
Our credit agreement provides for a
$123.8 million
secured term loan and a
$150.0 million
secured revolving credit facility. The revolving credit facility may be made available in U.S. Dollars and certain other currencies and may be increased by up to an additional
$125.0 million
if the existing or additional lenders are willing to make such increased commitments. The revolving credit facility has sublimits for swing line loans up to
$25.0 million
and for the issuance of standby letters of credit in a face amount up to
$25.0 million
. We expect to use the revolving credit facility for general corporate purposes, including acquisitions of other businesses, and may also use it for working capital.
The credit facility matures on
November 20, 2022
, when all amounts outstanding will be due and payable in full. The revolving credit facility does not require amortization of principal. The outstanding balance of the term loan as of
August 31, 2018
was
$119.1 million
, with
$6.2 million
due in the next 12 months. The term loan requires repayment of principal at the end of each fiscal quarter, beginning with the fiscal quarter ended
February 28, 2018
. The principal repayment amounts are in accordance with the following schedule: (i) eight payments of
$1.5 million
each, (ii) four payments of
$2.3 million
each, (iii) four payments of
$3.1 million
each, (iv) three payments of
$3.9 million
each, and (v) the last payment is of the remaining principal amount. Any amounts outstanding under the term loan thereafter would be due on the maturity date. The term loan may be prepaid before maturity in whole or in part at our option without penalty or premium. As of
August 31, 2018
, the carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. The interest rate of the credit facility as of
August 31, 2018
was
3.63%
.
Costs incurred to obtain our long-term debt of
$1.8 million
are recorded as debt issuance costs as a direct deduction from the carrying value of the debt liability on our condensed consolidated balance sheets as of
August 31, 2018
. These costs are being amortized over the term of the debt agreement using the effective interest rate method. Amortization expense related to the debt issuance costs of
$0.1 million
for the three months ended
August 31, 2018
and
August 31, 2017
and
$0.3 million
for the
nine
months ended
August 31, 2018
and
August 31, 2017
, respectively, is recorded in interest expense on our condensed consolidated statements of operations.
Revolving loans may be borrowed, repaid, and reborrowed until
November 20, 2022
, at which time all amounts outstanding must be repaid. As of
August 31, 2018
, there were
no
amounts outstanding under the revolving line and
$1.3 million
of letters of credit.
As of
August 31, 2018
, aggregate principal payments of long-term debt for the next five years are (in thousands):
|
|
|
|
|
Remainder of 2018
|
$
|
1,546
|
|
2019
|
6,188
|
|
2020
|
9,281
|
|
2021
|
12,375
|
|
2022
|
89,719
|
|
Total
|
$
|
119,109
|
|
Note 8: Common Stock Repurchases
In the three and
nine
months ended
August 31, 2018
, we repurchased and retired
0.5 million
shares of our common stock for
$20.0 million
and
2.6 million
shares for
$110.0 million
, respectively. In the three and
nine
months ended
August 31, 2017
, we repurchased and retired
0.6 million
shares for
$19.0 million
and
1.5 million
shares for
$43.9 million
, respectively. The shares were repurchased in all periods as part of our Board of Directors authorized share repurchase program.
In September 2017, our Board of Directors increased our total share repurchase authorization to
$250.0 million
. As of
August 31, 2018
, there was
$110.0 million
remaining under this current authorization.
Note 9: Stock-Based Compensation
Stock-based compensation expense reflects the fair value of stock-based awards, less the present value of expected dividends, measured at the grant date and recognized over the relevant service period. We estimate the fair value of each stock-based award on the measurement date using the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model.
During fiscal years 2016 and 2017, we granted performance-based restricted stock units that include a
three
-year market condition under a Long-Term Incentive Plan (“LTIP”) where the performance measurement period is
three years
. Vesting of the LTIP awards is based on our level of attainment of specified total shareholder return ("TSR") targets relative to the percentage appreciation of a specified index of companies for the respective three-year periods and is also subject to the continued employment of the grantees. In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model.
During the first quarter of fiscal year 2018, we granted performance-based restricted stock units that include
two
performance metrics under the LTIP where the performance measurement period is
three
years. Vesting of the 2018 LTIP awards is as follows: (i)
50%
is based on the
three
-year market condition as described above (TSR), and (ii)
50%
is based on achievement of a
three
-year cumulative performance condition (operating income). In order to estimate the fair value of such awards, we used a Monte Carlo Simulation valuation model for the market condition portion of the award, and used the closing price of our common stock on the date of grant, less the present value of expected dividends, for the portion related to the performance condition.
The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally
4
years for options and
3
years for restricted stock units. We recognize stock-based compensation expense related to our employee stock purchase plan using an accelerated attribution method.
The following table provides the classification of stock-based compensation as reflected on our condensed consolidated statements of operations (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
August 31,
2018
|
|
August 31,
2017
|
|
August 31,
2018
|
|
August 31,
2017
|
Cost of maintenance and services
|
$
|
(96
|
)
|
|
$
|
239
|
|
|
$
|
419
|
|
|
$
|
790
|
|
Sales and marketing
|
762
|
|
|
808
|
|
|
2,127
|
|
|
1,371
|
|
Product development
|
1,744
|
|
|
1,645
|
|
|
5,774
|
|
|
2,699
|
|
General and administrative
|
2,156
|
|
|
1,604
|
|
|
6,396
|
|
|
4,699
|
|
Total stock-based compensation
|
$
|
4,566
|
|
|
$
|
4,296
|
|
|
$
|
14,716
|
|
|
$
|
9,559
|
|
Note 10: Accumulated Other Comprehensive Loss
The following table summarizes the changes in accumulated balances of other comprehensive loss during the
nine
months ended
August 31, 2018
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Losses) Gains on Investments
|
|
Accumulated Other Comprehensive Loss
|
Balance, December 1, 2017
|
$
|
(18,770
|
)
|
|
$
|
(229
|
)
|
|
$
|
(18,999
|
)
|
Other comprehensive loss before reclassifications, net of tax
|
(7,137
|
)
|
|
24
|
|
|
(7,113
|
)
|
Balance, August 31, 2018
|
$
|
(25,907
|
)
|
|
$
|
(205
|
)
|
|
$
|
(26,112
|
)
|
The tax effect on accumulated
unrealized (losses) gains on investments
was minimal as of
August 31, 2018
and
November 30, 2017
.
Note 11: Restructuring Charges
The following table provides a summary of activity for our restructuring actions, which are detailed further below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess
Facilities and
Other Costs
|
|
Employee Severance and Related Benefits
|
|
Total
|
Balance, December 1, 2017
|
$
|
570
|
|
|
$
|
3,556
|
|
|
$
|
4,126
|
|
Costs incurred
|
1,132
|
|
|
1,250
|
|
|
2,382
|
|
Cash disbursements
|
(1,172
|
)
|
|
(4,752
|
)
|
|
(5,924
|
)
|
Translation adjustments and other
|
45
|
|
|
10
|
|
|
55
|
|
Balance, August 31, 2018
|
$
|
575
|
|
|
$
|
64
|
|
|
$
|
639
|
|
During fiscal year 2017, we undertook certain operational restructuring initiatives intended to significantly reduce annual costs. As part of this action, management committed to a new strategic plan highlighted by a new product strategy and a streamlined operating approach. To execute these operational restructuring initiatives, we reduced our global workforce by over
20%
. These workforce reductions occurred in substantially all functional units and across all geographies in which we operate. We also consolidated offices in various locations during fiscal year 2017 and fiscal year 2018. We expect to incur additional expenses related to facility closures as part of this restructuring action through fiscal year 2019, but we do not expect these additional costs to be material.
Restructuring expenses are related to employee costs, including severance, health benefits and outplacement services (but excluding stock-based compensation), facilities costs, which include fees to terminate lease agreements and costs for unused space, net of sublease assumptions, and other costs, which include asset impairment charges.
As part of this fiscal year 2017 restructuring, for the three and
nine
months ended
August 31, 2018
, we incurred expenses of
$0.1 million
and
$2.4 million
, respectively, which are recorded in restructuring expenses on the condensed consolidated statements of operations.
Cash disbursements for expenses incurred to date under this restructuring are expected to be made through fiscal year 2019. The short-term portion of the restructuring reserve of
$0.5 million
is included in
other accrued liabilities
and the long-term portion of
$0.1 million
is included in
other noncurrent liabilities
on the condensed consolidated balance sheets at
August 31, 2018
.
Note 12: Income Taxes
Our income tax provision for the third quarter of fiscal years 2018 and 2017 reflects our estimate of the effective tax rates expected to be applicable for the full fiscal years, adjusted for any discrete events which are recorded in the period in which they occur. The estimates are reevaluated each quarter based on our estimated tax expense for the full fiscal year.
Our effective income tax rate was
17%
in the third quarter of fiscal year 2018 compared to
41%
in the third quarter of fiscal year 2017, and
21%
in the first nine months of fiscal year 2018 compared to
44%
in the same period last year. The primary reason for the decrease in the effective rate is due to the enactment of tax reform in the United States in December 2017.
During the first quarter of fiscal year 2018, the Tax Cuts and Jobs Act (the "Act") was enacted in the United States. The Act reduces the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and, effective fiscal year 2019, creates new taxes on certain foreign sourced earnings. In December 2017, the SEC issued SAB 118, which directs taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. As of August 31, 2018, we have not completed our accounting for the tax effects of enactment of the Act, however, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax.
As a result of the Act, we re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to changes in deferred tax amounts. During the first quarter of fiscal year 2018, we recognized a provisional tax benefit of
$1.4 million
related to the
re-measurement of our U.S. deferred tax balances. During the third quarter of fiscal year 2018, we recognized an additional provisional tax benefit of
$0.6 million
related to the re-measurement of our U.S. deferred tax balances for the true-up of deferred tax assets and liabilities that we expect upon the filing of our fiscal year 2017 U.S. income tax return in the fourth quarter of fiscal year 2018.
The one-time transition tax associated with the Act is based on our total post-1986 earnings and profits ("E&P") that we previously deferred from U.S. federal taxation. During the first quarter of fiscal year 2018, we made a provisional determination that we have an accumulated deficit in our foreign subsidiaries' E&P and thus do not have a transition tax associated with deferred foreign earnings related to the Act. We have not yet completed our calculation of the total post-1986 E&P for our foreign subsidiaries or the tax pools of our foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets.
Our Federal income tax returns have been examined or are closed by statute for all years prior to fiscal year 2015. Our state income tax returns have been examined or are closed by statute for all years prior to fiscal year 2013.
Tax authorities for certain non-U.S. jurisdictions are also examining returns. With some exceptions, we are generally not subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal year 2012.
Note 13: Earnings per share
We compute basic
earnings per share
using the weighted average number of common shares outstanding. We compute diluted
earnings per share
using the weighted average number of common shares outstanding plus the effect of outstanding dilutive stock options, restricted stock units and deferred stock units, using the treasury stock method. The following table sets forth the calculation of basic and diluted
earnings per share
on an interim basis (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
August 31,
2018
|
|
August 31,
2017
|
|
August 31,
2018
|
|
August 31,
2017
|
Net income
|
$
|
16,746
|
|
|
$
|
11,172
|
|
|
$
|
45,061
|
|
|
$
|
20,988
|
|
Weighted average shares outstanding
|
45,130
|
|
|
48,071
|
|
|
45,730
|
|
|
48,342
|
|
Dilutive impact from common stock equivalents
|
446
|
|
|
299
|
|
|
650
|
|
|
289
|
|
Diluted weighted average shares outstanding
|
45,576
|
|
|
48,370
|
|
|
46,380
|
|
|
48,631
|
|
Basic earnings per share
|
$
|
0.37
|
|
|
$
|
0.23
|
|
|
$
|
0.99
|
|
|
$
|
0.43
|
|
Diluted earnings per share
|
$
|
0.37
|
|
|
$
|
0.23
|
|
|
$
|
0.97
|
|
|
$
|
0.43
|
|
We excluded stock awards representing approximately
690,000
shares and
577,000
shares of common stock from the calculation of diluted
earnings per share
in the three and
nine
months ended
August 31, 2018
, respectively, because these awards were anti-dilutive. In the three and
nine
months ended
August 31, 2017
, we excluded stock awards representing
905,000
shares and
648,000
shares of common stock, respectively, from the calculation of diluted
earnings per share
as they were anti-dilutive.
Note 14: Business Segments and International Operations
Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. Our chief operating decision maker is our Chief Executive Officer.
We operate as
three
distinct business segments: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment.
We do not manage our assets or capital expenditures by segment or assign other income (expense) and income taxes to segments. We manage and report such items on a consolidated company basis.
The following table provides revenue and contribution margin from our reportable segments and reconciles to our consolidated income before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
(In thousands)
|
August 31, 2018
|
|
August 31, 2017
|
|
August 31, 2018
|
|
August 31, 2017
|
Segment revenue:
|
|
|
|
|
|
|
|
OpenEdge
|
$
|
68,029
|
|
|
$
|
68,135
|
|
|
$
|
204,404
|
|
|
$
|
198,533
|
|
Data Connectivity and Integration
|
7,597
|
|
|
8,987
|
|
|
20,989
|
|
|
22,911
|
|
Application Development and Deployment
|
20,057
|
|
|
20,188
|
|
|
60,439
|
|
|
60,049
|
|
Total revenue
|
95,683
|
|
|
97,310
|
|
|
285,832
|
|
|
281,493
|
|
Segment costs of revenue and operating expenses:
|
|
|
|
|
|
|
|
OpenEdge
|
16,419
|
|
|
18,374
|
|
|
47,194
|
|
|
52,538
|
|
Data Connectivity and Integration
|
1,520
|
|
|
2,200
|
|
|
4,823
|
|
|
6,531
|
|
Application Development and Deployment
|
7,071
|
|
|
6,369
|
|
|
20,068
|
|
|
19,896
|
|
Total costs of revenue and operating expenses
|
25,010
|
|
|
26,943
|
|
|
72,085
|
|
|
78,965
|
|
Segment contribution margin:
|
|
|
|
|
|
|
|
OpenEdge
|
51,610
|
|
|
49,761
|
|
|
157,210
|
|
|
145,995
|
|
Data Connectivity and Integration
|
6,077
|
|
|
6,787
|
|
|
16,166
|
|
|
16,380
|
|
Application Development and Deployment
|
12,986
|
|
|
13,819
|
|
|
40,371
|
|
|
40,153
|
|
Total contribution margin
|
70,673
|
|
|
70,367
|
|
|
213,747
|
|
|
202,528
|
|
Other unallocated expenses (1)
|
48,490
|
|
|
50,068
|
|
|
152,008
|
|
|
160,723
|
|
Income from operations
|
22,183
|
|
|
20,299
|
|
|
61,739
|
|
|
41,805
|
|
Other (expense) income, net
|
(1,961
|
)
|
|
(1,400
|
)
|
|
(4,830
|
)
|
|
(4,299
|
)
|
Income before income taxes
|
$
|
20,222
|
|
|
$
|
18,899
|
|
|
$
|
56,909
|
|
|
$
|
37,506
|
|
|
|
|
|
|
|
|
|
(1) The following expenses are not allocated to our segments as we manage and report our business in these functional areas on a consolidated basis only: certain product development and corporate sales and marketing expenses, customer support, administration, amortization of acquired intangibles, stock-based compensation, fees related to shareholder activist, restructuring, and acquisition-related expenses.
|
Our revenues are derived from licensing our products, and from related services, which consist of maintenance, hosting services, and consulting and education. Information relating to revenue from customers by revenue type is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
(In thousands)
|
August 31,
2018
|
|
August 31,
2017
|
|
August 31,
2018
|
|
August 31,
2017
|
Software licenses
|
$
|
27,204
|
|
|
$
|
28,529
|
|
|
$
|
78,986
|
|
|
$
|
78,443
|
|
Maintenance
|
60,566
|
|
|
60,536
|
|
|
184,368
|
|
|
179,572
|
|
Services
|
7,913
|
|
|
8,245
|
|
|
22,478
|
|
|
23,478
|
|
Total revenue
|
$
|
95,683
|
|
|
$
|
97,310
|
|
|
$
|
285,832
|
|
|
$
|
281,493
|
|
In the following table, revenue attributed to North America includes sales to customers in the U.S. and sales to certain multinational organizations. Revenue from EMEA, Latin America and the Asia Pacific region includes sales to customers in each region plus sales from the U.S. to distributors in these regions. Information relating to revenue from external customers from different geographical areas is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
(In thousands)
|
August 31,
2018
|
|
August 31,
2017
|
|
August 31,
2018
|
|
August 31,
2017
|
North America
|
$
|
52,212
|
|
|
$
|
55,703
|
|
|
$
|
154,676
|
|
|
$
|
157,438
|
|
EMEA
|
33,422
|
|
|
31,830
|
|
|
101,769
|
|
|
92,320
|
|
Latin America
|
4,341
|
|
|
5,009
|
|
|
13,058
|
|
|
15,669
|
|
Asia Pacific
|
5,708
|
|
|
4,768
|
|
|
16,329
|
|
|
16,066
|
|
Total revenue
|
$
|
95,683
|
|
|
$
|
97,310
|
|
|
$
|
285,832
|
|
|
$
|
281,493
|
|