18.

Subsequent Events

Sale of Real-Time business

On May 15, 2017, the Company completed the sale and transfer of certain assets and certain liabilities primarily related to our Real-Time business segment pursuant to an Asset Purchase Agreement (the “RT APA”) dated as of May 15, 2017 with Real Time, Inc. (the “Purchaser”), an investment company owned by Battery Ventures, a private-equity firm, for $35 million less agreed upon adjustments for working capital. Pursuant to the terms of the RT APA, the Company will sell and transfer certain respective equity interests in one of its subsidiaries, which constitutes the European operations of the Real-Time business, upon receipt of French regulatory approval. The RT APA includes customary terms and conditions, including provisions that require the Company to indemnify the Purchaser for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the RT APA and certain other matters.

Gross proceeds from the sale are payable to the Company as follows: (1) a $30.2 million payment to the Company in cash received on May 15, 2017 (subject to an adjustment for estimated working capital as defined in the RT APA), (2) a $2.8 million payment in cash to the Company concurrently with the transfer of the European operations of the Real-Time business to the Purchaser and (3) $2.0 million placed in escrow as security for certain purchase price adjustments and for the Company’s indemnification obligations to the Purchaser under the RT APA which amount will be released to the Company on or before May 15, 2018 (less any portion of the escrow used to make indemnification or purchase price adjustment payments to the Purchaser).

The RT APA contains customary representations and warranties of each of the parties. The RT APA contains indemnification rights in favor of the Company following closing for (i) breaches of any of the representations or warranties by the Purchaser including, but not limited to, breaches related to organization, authorization, and governmental authorization, (ii) breaches of the covenants or agreements of the Purchaser in the RT APA, and (iii) liabilities which the Purchaser agrees to assume in the RT APA.

In conjunction with the RT APA, the Company and the Purchaser entered into a Transition Services Agreement (the “TSA”). Under the TSA, the Company has agreed to provide various services to the Purchaser on a fee-for-service basis for a term of six months as of the date of the TSA, subject to a renewal term of up to eighteen months. Additionally, the Company and the Purchaser entered into a License and Support Agreement (the “LSA”). Under the LSA, the Purchaser has agreed to provide a royalty-free, non-exclusive license to certain software products that are purchased assets under the RT APA to the Company for a term of three years as of the date of the LSA.

In accordance with ASC 360-10, Property, Plant and Equipment, the sale of the Real-Time business did not meet the “held-for-sale” criteria in the standard at March 31, 2017 and therefore, is not reported as “held-for-sale” in our condensed consolidated balance sheet as of March 31, 2017. Additionally, because the sale also did not meet the guidelines under ASU 2014-08 for reporting as a discontinued operation, the Real-Time business is not reflected as a discontinued operation in our condensed consolidated statements of operations for the three months and nine months ended March 31, 2017 but will be reflected as a discontinued operation beginning with our Annual Report on Form 10-K for the year ended June 30, 2017.

Other than the sale of our Real-Time business described above, we have evaluated subsequent events through the date these financial statements were issued and determined that there were no other material subsequent events that require recognition or additional disclosure in our consolidated financial statements.