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Discontinued Operations | 9 Months Ended
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Jul. 31, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations On May 5, 2024, we entered into an Equity Purchase Agreement (the Purchase Agreement) by and between Synopsys and Sapphire Software Buyer, Inc. (Buyer), an entity controlled by funds affiliated with Clearlake Capital Group, L.P. and Francisco Partners (together, the Sponsors), pursuant to which we will sell our Software Integrity business. Pursuant to the Purchase Agreement, and subject to the satisfaction or waiver of customary closing conditions specified therein, we will sell our Software Integrity business to the Buyer (the Software Integrity Divestiture) for a purchase price of up to $2.1 billion in cash, comprised of: (i) $1.5 billion, payable at closing; (ii) $125 million, payable in equal installments over five fiscal quarters beginning on the first business day after the 75th day of our first full fiscal quarter following the closing, subject to acceleration at our option prior to the closing of our pending acquisition of ANSYS, Inc. (Ansys); and (iii) up to $475 million, payable upon the Sponsors achieving a specified rate of return in the event of one or more potential liquidity transactions. The Software Integrity Divestiture, which was unanimously approved by our Board of Directors, is currently expected to close in the second half of 2024, subject to customary closing conditions including the receipt of required regulatory approvals. Management believes that the Software Integrity Divestiture has met the criteria to be disclosed as discontinued operations as it represents a significant strategic shift that has a major effect on our operations and financial results. The results of the Software Integrity business are presented as discontinued operations in the condensed consolidated statements of income and, as such, have been excluded from both continuing operations and segment results for all periods presented. Further, we reclassified the assets and liabilities of the Software Integrity business as assets and liabilities held for sale in the condensed consolidated statements of balance sheets for all periods presented. The condensed consolidated statements of cash flows are presented on a consolidated basis for both continuing operations and discontinued operations. We did not allocate any general corporate overhead to the Software Integrity business. Unless otherwise noted, reference within these Notes to Condensed Consolidated Financial Statements relates to continuing operations. The financial results of the Software Integrity business are presented as income (loss) from discontinued operations, net of income taxes on our condensed consolidated statements of income. The following table presents the major components of financial results of our Software Integrity business for the periods presented:
| Three Months Ended July 31, |  | Nine Months Ended July 31,
| 2024 |  | 2023 |  | 2024 |  | 2023
| (in thousands)
Revenue | $ | 127,917 |  |  | $ | 132,898 |  |  | $ | 392,579 |  |  | $ | 392,860 |
Cost of revenue | 40,279 |  |  | 47,050 |  |  | 136,010 |  |  | 145,188 |
Operating expenses | 91,854 |  |  | 90,450 |  |  | 262,745 |  |  | 258,008 |
Interest and other income (expense), net | 605 |  |  | 324 |  |  | 1,601 |  |  | 722 |
Income (loss) from discontinued operations before income taxes | (3,611) |  |  | (4,278) |  |  | (4,575) |  |  | (9,614) |
Income tax provisions (benefits) | 14,202 |  |  | (4,822) |  |  | 8,580 |  |  | (9,318) |
Income (loss) from discontinued operations, net of income taxes | $ | (17,813) |  |  | $ | 544 |  |  | $ | (13,155) |  |  | $ | (296) |
As of July 31, 2024, the assets and liabilities of our Software Integrity business are classified as current in our condensed consolidated balance sheets, as it is probable that the sale will occur within one year. The following table represents the aggregated carrying amounts of classes of assets and liabilities that are classified as discontinued operations on the condensed consolidated balance sheets for the periods presented:
| July 31, 2024
| (in thousands)
Assets: |
Cash and cash equivalents | $ | 17,441 |
Accounts receivable, net | 78,930 |
Prepaid and other assets | 48,550 |
Property and equipment, net | 6,373 |
Operating lease right-of use assets, net | 6,646 |
Goodwill | 724,294 |
Intangible assets, net | 119,141 |
Deferred income taxes | 26,327 |
Total current assets held for sale | $ | 1,027,702 |
Liabilities: |
Accounts payable and accrued liabilities | $ | 91,874 |
Operating lease liabilities | 5,626 |
Deferred revenue | 233,794 |
Total current liabilities held for sale | $ | 331,294 |
| October 31, 2023
| (in thousands)
Assets: |
Cash and cash equivalents | $ | 4,947 |
Accounts receivable, net | 90,307 |
Prepaid and other current assets | 19,400 |
Total current assets held for sale | $ | 114,654 |
Property and equipment, net | $ | 7,424 |
Operating lease right-of use assets, net | 8,906 |
Goodwill | 724,271 |
Intangible assets, net | 134,617 |
Deferred income taxes | 7,388 |
Other long-term assets | 26,153 |
Total long-term assets held for sale | $ | 908,759 |
Liabilities: |
Accounts payable and accrued liabilities | $ | 63,847 |
Operating lease liabilities | 5,858 |
Deferred revenue | 216,539 |
Total current liabilities held for sale | $ | 286,244 |
Long-term operating lease liabilities | $ | 4,349 |
Long-term deferred revenue | 24,301 |
Other long-term liabilities | 4,607 |
Total long-term liabilities held for sale | $ | 33,257 |
The following table presents significant non-cash items and capital expenditures of discontinued operations for the periods presented:
| Nine Months Ended July 31,
| 2024 |  | 2023
| (in thousands)
Amortization and depreciation | $ | 16,317 |  |  | $ | 37,495 |
Reduction of operating lease right-of-use assets | $ | 2,162 |  |  | $ | 3,481 |
Amortization of capitalized costs to obtain revenue contracts | $ | 20,808 |  |  | $ | 21,398 |
Stock-based compensation | $ | 47,476 |  |  | $ | 37,495 |
Deferred income taxes | $ | 18,939 |  |  | $ | 7,388 |
Purchases of property and equipment | $ | 972 |  |  | $ | 2,351 |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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