v3.25.4

Business Combinations | 12 Months Ended
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Nov. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Business Combinations | Business Combinations Nuclia Acquisition On June 30, 2025, we completed the acquisition of Nuclia, an innovator in agentic Retrieval-Augmented Generation AI solutions, for a purchase price with an aggregate fair value of $21.4 million, which was primarily allocated to purchased technology and goodwill. The purchase consideration consisted of $20.3 million of cash paid at closing and contingent consideration with an estimated fair value of $1.1 million. We are required to pay contingent earn-out consideration of up to $5.0 million to former Nuclia shareholders, based on the achievement of certain revenue targets during fiscal year 2026. The fair value of the contingent consideration was determined to be $1.1 million as of the acquisition date. We have not disclosed the amount of revenues and earnings of Nuclia since acquisition, nor pro forma financial information, as those amounts are not significant to our consolidated financial statements. ShareFile Acquisition On October 31, 2024, we completed the acquisition of ShareFile from Cloud Software Group, Inc. and its subsidiaries for an aggregate purchase price of $875.0 million in cash, subject to a $25.0 million working capital credit and certain customary adjustments, including $1.2 million paid in fiscal 2025. We funded the acquisition through $730.0 million in borrowings under our existing revolving credit facility and cash on hand. The acquisition consideration for ShareFile has been allocated to ShareFile's assets and assumed liabilities based on estimated fair values. The excess of total consideration over the assets and assumed liabilities was recorded to goodwill. During fiscal year 2025, the measurement period adjustments were completed, which resulted in a $1.5 million increase in goodwill, primarily related to customer relationships and net working capital adjustments. The purchase price allocation is now complete. The allocation of the purchase price is as follows:
(in thousands) |  |  |  |  | Purchase Price Allocation |  | Life
Net working capital |  |  |  |  | $ | 2,048 |  |  |
Property, plant and equipment |  |  |  |  | 54 |  |  |
Purchased technology |  |  |  |  | 119,000 |  |  | 7 years
Trade name |  |  |  |  | 27,000 |  |  | 7 years
Customer relationships |  |  |  |  | 318,000 |  |  | 7 years
Deferred taxes |  |  |  |  | 23,078 |  |  |
Deferred revenue |  |  |  |  | (96,255) |  |  |
Goodwill |  |  |  |  | 460,972 |  |  |
Net assets acquired |  |  |  |  | $ | 853,897 |  |  |
The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. The valuation assumptions take into consideration our estimates of customer attrition, technology obsolescence, and revenue growth projections. We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $461.0 million of goodwill, of which a portion is deductible for tax purposes. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. During the fiscal years ended November 30, 2025, and 2024, we incurred approximately $3.8 million and $15.6 million, respectively, of acquisition-related costs, which are included in acquisition-related expenses on our consolidated statement of operations. The amount of revenue of ShareFile included in our consolidated statements of operations during the fiscal years ended November 30, 2025 and 2024, was approximately $261.6 million and $21.1 million, respectively. We determined that disclosing the amount of ShareFile related earnings included in the consolidated statement of operations is impracticable, as the operations of ShareFile were integrated into the operations of the Company from the date of acquisition. In connection and concurrent with the ShareFile acquisition, we entered into a Transition Services Agreement ("TSA") with Cloud Software Group, Inc. for a period of six months from the date of acquisition, with the option to extend the TSA beyond this period for certain services. The TSA was terminated during the second quarter of fiscal year 2025 and expenses related to the TSA were not significant during the fiscal years ended November 30, 2025 and 2024. Unaudited Pro Forma Information The following unaudited pro forma financial information presents the combined results of operations of Progress and ShareFile as if the acquisition had occurred on December 1, 2022, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the ShareFile acquisition and factually supportable. These pro forma adjustments include: (i) a net increase in amortization expense to record amortization expense relating to the $464.0 million of acquired identifiable intangible assets, (ii) an increase in interest expense to record interest for the periods presented as a result of drawing down our revolving line of credit in connection with the acquisition, (iii) an increase in acquisition-related expenses in connection with the acquisition that were not included in the purchase price, (iv) additional expense related to the TSA entered into between Progress and Cloud Software Group, Inc., and (v) the income tax effect of the adjustments made at the statutory tax rate of 24.0%. The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2022.
(in thousands, except per share data) | Pro Forma Fiscal Year Ended November 30, 2024 |  | Pro Forma Fiscal Year Ended November 30, 2023
Revenue | $ | 978,757 |  |  | $ | 907,010 |
Net income | $ | 35,678 |  |  | $ | 2,457 |
Net income per basic share | $ | 0.82 |  |  | $ | 0.06 |
Net income per diluted share | $ | 0.80 |  |  | $ | 0.06 |
MarkLogic Acquisition On February 7, 2023, we completed the acquisition of the parent company of MarkLogic Corporation ("MarkLogic"), for a base purchase price of $355.0 million, subject to certain customary adjustments, in cash. The acquisition consideration for MarkLogic has been allocated to MarkLogic's tangible assets, identifiable intangible assets and assumed liabilities based on their estimated fair values. The excess of total consideration over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. We recorded measurement period adjustments based on our valuation and purchase price allocation procedures. The measurement period adjustments were completed during the first fiscal quarter of 2024. The allocation of the purchase price is as follows:
(in thousands) |  |  |  |  | Purchase Price Allocation |  | Life
Net working capital |  |  |  |  | $ | 46,335 |  |  |
Property, plant and equipment |  |  |  |  | 723 |  |  |
Purchased technology |  |  |  |  | 67,300 |  |  | 7 years
Trade name |  |  |  |  | 12,500 |  |  | 7 years
Customer relationships |  |  |  |  | 152,300 |  |  | 7 years
Other assets, including long-term unbilled receivables |  |  |  |  | 4,477 |  |  |
Deferred taxes |  |  |  |  | (24,478) |  |  |
Deferred revenue |  |  |  |  | (32,418) |  |  |
Goodwill |  |  |  |  | 161,770 |  |  |
Net assets acquired |  |  |  |  | $ | 388,509 |  |  |
The fair value of the intangible assets was estimated using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. The valuation assumptions take into consideration our estimates of customer attrition, technology obsolescence, and revenue growth projections. Tangible assets acquired and assumed liabilities were recorded at fair value. We determined the acquisition date deferred revenue balances based on our assessment of the individual contracts acquired. A significant portion of the deferred revenue was recognized in the 12 months following the acquisition. We recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. We believe that the investment value of the future enhancement of our product and solution offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $161.8 million of goodwill, which is not deductible for tax purposes. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. Unaudited Pro Forma Information The following unaudited pro forma financial information presents the combined results of operations of Progress and MarkLogic as if the acquisition had occurred on December 1, 2021, after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the MarkLogic acquisition and factually supportable. These pro forma adjustments include: (i) a net increase in amortization expense to record amortization expense relating to the $232.1 million of acquired identifiable intangible assets, (ii) an increase in interest expense to record interest for the period presented as a result of drawing down our revolving line of credit in connection with the acquisition, and (iii) the income tax effect of the adjustments made at the statutory tax rate of the U.S. (approximately 24.5%). The unaudited pro forma financial information does not reflect any adjustments for anticipated expense savings resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on December 1, 2021.
(in thousands, except per share data) | Pro Forma Fiscal Year Ended November 30, 2023
Revenue | $ | 733,289 |
Net income | $ | 79,411 |
Net income per basic share | $ | 1.83 |
Net income per diluted share | $ | 1.78 |

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