Divestitures

During fiscal year 2013, we divested the following product lines, which were not considered core product lines of our business: Actional, Apama, Artix, DataXtend, ObjectStore, Orbacus, Orbix, Savvion, and Sonic. Revenues and direct expenses of the divested product lines have been reclassified as discontinued operations for 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. 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 year 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands):



	Fiscal Year Ended November 30, 2013
Revenue	$	10,550
Loss before income taxes	(12,482		)
Income tax benefit	(3,152		)
Gain on sale, net of tax	22,070
Income from discontinued operations, net	$	12,740

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 year 2013. The components included in discontinued operations on the consolidated statements of income are as follows (in thousands):



	Fiscal Year Ended November 30, 2013
Revenue	$	5,786
Income before income taxes	2,625
Income tax provision	(130		)
Gain on sale, net of tax	$	2,009
Income from discontinued operations, net	$	4,764

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.



	Fiscal Year Ended November 30, 2013
Revenue	$	(450	)
Loss before income taxes	(980		)
Income tax benefit	(248		)
Gain on sale, net of tax	$	18,358
Income (loss) from discontinued operations, net	$	17,626

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