XML 95 R16.htm IDEA: XBRL DOCUMENT
v2.4.1.9

Divestitures | 12 Months Ended
--- | ---
Nov. 30, 2014
Discontinued Operations and Disposal Groups [Abstract] |
Divestitures | Divestitures During fiscal year 2012, we announced that we would divest all product lines which were not considered core product lines of our business: Actional, Artix, DataXtend, FuseSource, ObjectStore, Orbacus, Orbix, Savvion, Shadow and Sonic. The FuseSource and Shadow product lines were divested in fiscal year 2012. The remaining product lines were divested in the first quarter of fiscal year 2013. In the third quarter of fiscal year 2013, we divested our Apama product line to Software AG. The purchase price was $44.3 million. Revenues and direct expenses of the divested product lines have been reclassified as discontinued operations for fiscal years 2012 and 2013. The fiscal year 2012 results include revenues and direct expenses of all divested product lines, since we earned revenues and incurred direct expenses for all or part of fiscal year 2012 for each of those product lines. The fiscal year 2013 results include the revenues and direct expenses of the product lines which had not been divested prior to the start of fiscal year 2013. Apama In the third quarter of fiscal year 2013, we divested our Apama product line to Software AG for a purchase price of $44.3 million. Of the total consideration, $4.5 million was held in escrow to secure indemnification claims, if any, for up to 18 months. As of November 30, 2014, the escrow is included in other current assets on the consolidated balance sheet. The escrow was released to us in January 2015. In connection with the sale, we also entered into a three year distributor license agreement with Software AG for $0.7 million for one of our DataDirect products. The distributor license agreement does not constitute direct cash flows or significant continuing involvement of the Apama product line, and thus does not preclude us from discontinued operations treatment. Revenues and direct expenses of the Apama product line have been reclassified as discontinued operations for fiscal years 2012 and 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands):
| Fiscal Year Ended
| November 30, 2013 |  | November 30, 2012
Revenue | $ | 10,550 |  |  | $ | 17,593 |
Income (loss) before income taxes | (12,482 | ) |  | (18,348 | )
Income tax provision (benefit) | (3,152 | ) |  | (5,998 | )
Gain on sale, net of tax | 22,070 |  |  | — |
Income (loss) from discontinued operations, net | $ | 12,740 |  |  | $ | (12,350 | )
The gain on the sale of the Apama product line was calculated as follows (in thousands):
Purchase price | $ | 44,268 |
Less: transaction costs | 2,029 |
Less: net assets |
Accounts receivable | 2,426 |
Other current assets | 428 |
Goodwill and intangible assets | 6,991 |
Other long-term assets | 426 |
Deferred revenue | (3,917 | )
Gain on sale | 35,885 |
Tax provision | 13,815 |
Gain on sale, net of tax | $ | 22,070 |
Artix, Orbacus and Orbix In the first quarter of fiscal year 2013, we divested our Artix, Orbacus and Orbix product lines to a subsidiary of Micro Focus International plc (Micro Focus) for total consideration of $15.0 million. Revenues and direct expenses of these product lines have been reclassified as discontinued operations for fiscal years 2012 and 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands):
| Fiscal Year Ended
| November 30, 2013 |  | November 30, 2012
Revenue | $ | 5,786 |  |  | $ | 28,942 |
Income before income taxes | 2,625 |  |  | 6,003 |
Income tax provision | (130 | ) |  | 3,562 |
Gain on sale, net of tax | $ | 2,009 |  |  | $ | — |
Income from discontinued operations, net | $ | 4,764 |  |  | $ | 2,441 |
In the fourth quarter of fiscal year 2012, we recorded an impairment loss of $8.6 million related to the assets held for sale of the Artix, Orbacus and Orbix product lines based on our expectations of a sales price as compared to our estimation of the net assets to be sold at closing. The impairment loss was recorded as a reserve against the assets held for sale as of November 30, 2012 and was included in income (loss) from discontinued operations. The gain on sale of the Artix, Orbacus and Orbix product lines was calculated as follows (in thousands):
Purchase price | $ | 15,000 |
Less: transaction costs | 826 |
Less: indemnification obligation | 30 |
Less: net assets |
Accounts receivables | 2,872 |
Goodwill and intangible assets | 24,325 |
Other assets | 20 |
Impairment reserve | (8,601 | )
Deferred revenue | (6,481 | )
Gain on sale | 2,009 |
Tax provision | — |
Gain on sale, net of tax | $ | 2,009 |
In the first quarter of fiscal year 2013, upon the closing of the sale of Artix, Orbacus and Orbix, we amended the definitive purchase and sale agreement with Micro Focus to provide an additional indemnification obligation with respect to a specified vendor. The fair value of the indemnification obligation on the date the sale closed was $1.0 million. During the fourth quarter of fiscal year 2013, the matter was resolved and our actual indemnification obligation was $30,000. The gain recorded in fiscal year 2013 was the result of differences in our estimation of net assets to be sold at closing as of November 30, 2012 versus the actual value of the net assets sold at closing. Actional, DataXtend, ObjectStore, Savvion and Sonic In the first quarter of fiscal year 2013, we divested our Actional, DataXtend, ObjectStore, Savvion and Sonic product lines to the investment arm of Trilogy Enterprises (Trilogy) for total consideration of $60.5 million. Revenues and direct expenses of these product lines have been reclassified as discontinued operations for fiscal years 2012 and 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands):
| Fiscal Year Ended
| November 30, 2013 |  | November 30, 2012
Revenue | $ | (450 | ) |  | $ | 81,576 |
Loss before income taxes | (980 | ) |  | (18,314 | )
Income tax benefit | (248 | ) |  | (6,234 | )
Gain on sale, net of tax | $ | 18,358 |  |  | $ | — |
Income (loss) from discontinued operations, net | $ | 17,626 |  |  | $ | (12,080 | )
The gain on sale of the Actional, DataXtend, ObjectStore, Savvion and Sonic product lines was calculated as follows (in thousands):
Purchase price | $ | 60,500 |
Less: transaction costs | 1,211 |
Less: net assets |
Accounts receivables | 12,380 |
Goodwill and intangible assets | 31,693 |
Other assets | 976 |
Deferred revenue | (19,168 | )
Other liabilities | (299 | )
Gain on sale | 33,707 |
Tax provision | 15,349 |
Gain on sale, net of tax | $ | 18,358 |
Shadow In the fourth quarter of fiscal year 2012, we divested our Shadow product line to Rocket Software, Inc for total consideration of $33.0 million. Of the total consideration, $3.3 million was held in escrow to secure indemnification claims, if any, for 15 months. We received the $3.3 million during the first quarter of fiscal year 2014. Revenues and direct expenses of the Shadow product line have been reclassified as discontinued operations for fiscal years 2012 and 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands):
| Fiscal Year Ended
| November 30, 2013 |  | November 30, 2012
Revenue | $ | — |  |  | $ | 12,518 |
Income (loss) before income taxes | — |  |  | 4,882 |
Income tax provision (benefit) | — |  |  | 164 |
Gain on sale, net of tax | — |  |  | 12,692 |
Income from discontinued operations, net | $ | — |  |  | $ | 17,410 |
The gain on sale of the Shadow product line was calculated as follows (in thousands):
Purchase price | $ | 31,903 |
Less: transaction costs | 1,264 |
Less: net assets sold |
Accounts receivables | 1,592 |
Goodwill and intangible assets | 10,540 |
Other assets | 103 |
Deferred revenue | (6,859 | )
Gain on sale | $ | 25,263 |
Tax provision | 12,571 |
Gain on sale, net of tax | $ | 12,692 |
The total purchase price was reduced by $1.1 million, the amount of consideration received as part of the total $33.0 million of consideration from Rocket Software, Inc., for a three year distributor license agreement for one of our DataDirect products. The distributor license agreement does not constitute direct cash flows or significant continuing involvement of the Shadow product line, and thus does not preclude us from discontinued operations treatment. FuseSource In the fourth quarter of fiscal year 2012, we divested our FuseSource product line to Red Hat, Inc for total consideration of $21.3 million. Of the total consideration, $2.1 million is held in escrow to secure indemnification claims, if any, for up to 15 months. As of November 30, 2014 and 2013, the escrow is included in other current assets on the consolidated balance sheet. Revenues and direct expenses of the FuseSource product line have been reclassified as discontinued operations for fiscal years 2012 and 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands):
| Fiscal Year Ended
| November 30, 2013 |  | November 30, 2012
Revenue | $ | — |  |  | $ | 14,484 |
Loss before income taxes | — |  |  | (7,118 | )
Income tax benefit | — |  |  | (3,000 | )
Gain on sale, net of tax | — |  |  | 11,187 |
Income (loss) from discontinued operations, net | $ | — |  |  | $ | 7,069 |
The gain on sale of the FuseSource product line was calculated as follows (in thousands):
Purchase price | $ | 21,300 |
Less: net assets sold |
Accounts receivables | 2,749 |
Goodwill and intangible assets | 3,690 |
Other assets | 167 |
Deferred revenue | (5,148 | )
Gain on sale | $ | 19,842 |
Tax provision | 8,655 |
Gain on sale, net of tax | $ | 11,187 |

X
- Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=8077374&loc=d3e2443-110228 + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration