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Discontinued Operations | 6 Months Ended
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Apr. 30, 2025
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations On September 30, 2024, we completed the sale of our former Software Integrity business (the Software Integrity Divestiture) to entities controlled by funds affiliated with Clearlake Capital Group, L.P. and Francisco Partners (together, the Sponsors). The aggregate consideration for the sale was $1.65 billion, comprised of: (i) cash of $1.48 billion received upon closing; (ii) $121.5 million reflecting the present value of $125 million in deferred consideration receivable in equal installments over five fiscal quarters beginning on January 17, 2025, subject to acceleration at our option prior to the closing of our pending acquisition of ANSYS, Inc. (Ansys); (iii) $22.2 million reflecting the fair value of contingent consideration of up to $475 million receivable upon the Sponsors achieving a specified rate of return in the event of one or more potential liquidity transactions; and (iv) additional consideration receivable of $27.1 million as a result of net working capital adjustments. As a result of the Software Integrity Divestiture, we derecognized net assets of $720.5 million and incurred transaction costs of $61.7 million, resulting in a pre-tax gain of $868.8 million in fiscal 2024. In the second quarter of fiscal 2025, we finalized the working capital adjustments and received $20.0 million from the Sponsors. The remainder receivable balance of $7.1 million was recorded as a reduction to the previously recorded gain from the Software Integrity Divestiture. We recorded a total pre-tax gain, net of transaction costs, of $860.5 million from the Software Integrity Divestiture. We also received the first two deferred consideration installment payments of $50.0 million during the six months ended April 30, 2025. There was no material change to the fair value of the contingent consideration receivable at the quarter end. The financial results of the Software Integrity business were presented as income from discontinued operations, net of income taxes in 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 April 30, |  | Six Months Ended April 30, |  |
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |  |  |
|  |  | (in thousands) |  |  |  |
Revenue | $ | — |  |  | $ | 126,421 |  |  | $ | — |  |  | $ | 264,662 |  |  |  |  |
Cost of revenue | — |  |  | 45,749 |  |  | — |  |  | 95,731 |  |  |  |  |
Operating expenses | — |  |  | 89,626 |  |  | — |  |  | 170,891 |  |  |  |  |
Other income (expense), net | — |  |  | 340 |  |  | — |  |  | 996 |  |  |  |  |
Income (loss) from discontinued operations | — |  |  | (8,614) |  |  | — |  |  | (964) |  |  |  |  |
Loss on Software Integrity Divestiture | (8,299) |  |  | — |  |  | (8,299) |  |  | — |  |  |  |  |
Income (loss) from discontinued operations before income taxes | (8,299) |  |  | (8,614) |  |  | (8,299) |  |  | (964) |  |  |  |  |
Income tax benefits | 4,399 |  |  | 1,610 |  |  | 4,399 |  |  | 5,622 |  |  |  |  |
Income (loss) from discontinued operations, net of income taxes | $ | (3,900) |  |  | $ | (7,004) |  |  | $ | (3,900) |  |  | $ | 4,658 |  |  |  |  |
The following table presents significant non-cash items and capital expenditures of discontinued operations for the period presented:
| Six Months Ended April 30,
| 2025 |  | 2024
| (in thousands)
Amortization and depreciation | $ | — |  |  | $ | 16,317 |
Reduction of operating lease right-of-use assets | $ | — |  |  | $ | 2,588 |
Amortization of capitalized costs to obtain revenue contracts | $ | — |  |  | $ | 14,260 |
Stock-based compensation | $ | — |  |  | $ | 30,291 |
Deferred income taxes | $ | (6,933) |  |  | $ | 13,562 |
Purchases of property and equipment | $ | — |  |  | $ | 929 |

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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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