Intangible Assets and Goodwill

Intangible Assets

Intangible assets are comprised of the following significant classes (in thousands):



	November 30, 2016							November 30, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Purchased technology	$	109,886	$	(68,116	)	$	41,770	$	117,151	$	(54,963	)	$	62,188
Customer-related	67,602		(35,852		)	31,750		67,602		(25,493		)	42,109
Trademarks and trade names	15,140		(7,833		)	7,307		15,330		(5,514		)	9,816
Total	$	192,628	$	(111,801	)	$	80,827	$	200,083	$	(85,970	)	$	114,113

We amortize intangible assets assuming no expected residual value. Amortization expense related to these intangible assets was $28.2 million, $29.6 million and $3.7 million in fiscal years 2016, 2015 and 2014, respectively.

During the third quarter of fiscal year 2016, we evaluated the ongoing value of the intangible assets associated with the technology obtained in connection with the acquisition of Modulus. As a result of our decision to abandon the related assets due to a change in our expected ability to use the technology internally, we determined that the intangible assets were fully impaired. As a result, we incurred an impairment charge of $5.1 million in the third quarter of fiscal year 2016.

Future amortization expense for intangible assets as of November 30, 2016 is as follows (in thousands):



2017	27,426
2018	26,613
2019	25,489
2020	714
2021	585
Total	$	80,827

Goodwill

Changes in the carrying amount of goodwill for fiscal years 2016 and 2015 are as follows (in thousands):



	November 30, 2016			November 30, 2015
Balance, beginning of year	$	369,985		$	232,836
Additions	—			137,472
Impairment	(92,000		)	—
Translation adjustments	82			(323		)
Balance, end of year	$	278,067		$	369,985

The changes in the Company's goodwill balances by reportable segment since the prior year are as follows (in thousands):



	November 30, 2015		Impairment			Translation Adjustments		November 30, 2016
OpenEdge	$	211,980	$	—		$	82	$	212,062
Data Connectivity and Integration	19,040		—			—		19,040
Application Development and Deployment	138,965		(92,000		)	—		46,965
Total goodwill	$	369,985	$	(92,000	)	$	82	$	278,067

Impairment of Goodwill

We assess the impairment of goodwill on an annual basis and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. As of October 31, 2016, we tested goodwill for impairment for each of our reporting units under the two-step quantitative goodwill impairment test.

The first step is a comparison of each reporting unit's fair value to its carrying value. If the reporting unit's fair value exceeds its carrying value, no further procedures are required. However, if a reporting unit's fair value is less than its carrying value, an impairment of goodwill may exist, requiring a second step to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in an analysis to calculate the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business acquisition. If the implied fair value of goodwill is less than the recorded goodwill, an impairment charge is recorded for the difference. Our reporting units are the same as the reportable operating segments identified in Note 16.

Under the first step, the fair value of our OpenEdge, Data Connectivity and Integration, and Application Development and Deployment reporting units was determined based on a combination of the income approach, which estimates the fair value based on the future discounted cash flows, and the market approach, which estimates the fair value based on comparable market prices. The income approach uses cash flow projections that are based on management's estimates of economic and market conditions which drive key assumptions of revenue growth rates, operating margins, capital expenditures and working capital requirements. The unobservable inputs used in the calculation include the discount rate, which is based on the specific risk characteristics of each reporting unit, the weighted average cost of capital and its underlying forecast. We used both the guideline public company method and the guideline transaction method under the market approach. The guideline public company method of the market approach estimates fair value by applying performance metric multiples to the reporting unit's prior and expected operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit. The guideline transaction method of the market approach estimates fair value by using pricing metrics of mergers and acquisitions involving controlling interests of companies in the same or similar lines of business. If the fair value of the reporting unit derived using the income approach is significantly different from the fair value estimate using the market approach, we reevaluate its assumptions used in the two models. The fair values determined by the market approach and income approach, as described above, are weighted to determine the fair value for each reporting unit. The weighted values assigned to each reporting unit are primarily driven by two factors: 1) the number of comparable publicly traded companies used in the market approach, and 2) the similarity of the operating and investment characteristics of the reporting units to the comparable publicly traded companies used in the market approach.

In order to assess the reasonableness of the calculated reporting unit fair values, we also compare the sum of the reporting unit's fair values to our market capitalization (per share stock price times number of shares outstanding) and calculate an implied control premium (the excess of the sum of the reporting units' fair values over the market capitalization). We evaluate the reasonableness of the control premium by comparing it to control premiums of recent comparable transactions. If the implied control premium is not reasonable in light of these recent transactions, we will reevaluate its fair value estimates of the reporting units by adjusting the discount rates and/or other assumptions.

In performing the impairment analysis as of the fourth quarter of fiscal year 2016, we applied a weighting to the discounted cash flow method under the income approach (50%) and the guideline public company method (40%) and guideline transaction method (10%) under the market approach to estimate the fair value of our OpenEdge, Data Connectivity and Integration, and Application Development and Deployment reporting units. The discount rate used in the analysis was 9.8%, 12.0%, and 13.8% for the OpenEdge, Data Connectivity and Integration, and Application Development and Deployment reporting units, respectively.

Beginning in late October 2016, with the appointment of Yogesh Gupta as our new Chief Executive Officer, our Board of Directors and executive management team undertook a comprehensive review of our strategy and operations, including our expectations for fiscal year 2017 results. Based on this review, we reduced our future growth expectations with respect to the product lines within our Application Development and Deployment reporting unit.

Based on the first step of the goodwill impairment test, we concluded that our OpenEdge and Data Connectivity and Integration reporting units had fair values which significantly exceeded their carrying values as of the annual impairment date. With the reduced future growth expectations described above, our Application Development and Deployment reporting unit did not pass the first step of the impairment test. As such, we allocated the fair value of the Application Development and Deployment reporting unit to all of its assets and liabilities. Based on our analysis, the implied fair value of goodwill was substantially lower than the carrying value of goodwill for the reporting unit. As a result, we recorded a $92.0 million goodwill impairment charge related to the Application Development and Deployment reporting unit. As of November 30, 2016, the Application Development and Deployment reporting unit had $47.0 million of goodwill remaining.

The evaluation of goodwill for impairment requires significant judgment. While we believe that the assumptions used in our impairment test are reasonable, the analysis is sensitive to adverse changes used in the assumptions of the valuations. In particular, changes in the projected cash flows, the discount rate, the terminal year growth rate and market multiple assumptions could produce significantly different results for the impairment analyses. In the event of future changes in business conditions, we will be required to reassess and update our forecasts and estimates used in future impairment analyses. If the results of these analyses are lower than current estimates, a material impairment charge may result at that time.

We recorded no goodwill impairment losses in fiscal years 2015 or 2014.