BUSINESS COMBINATIONS

6 Months Ended

May 31, 2013

Business Combinations [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

While we use our best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the business combination date, our estimates and assumptions are subject to refinement. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. We record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined.

The total purchase price allocated to the tangible assets acquired is assigned based on the fair values as of the date of the acquisition. The fair value assigned to identifiable intangible assets acquired is determined using the income approach which discounts expected future cash flows to present value using estimated assumptions determined by management. We believe that these identified intangible assets will have no residual value after their estimated economic useful lives. The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets.

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, is recorded as goodwill and primarily reflects the value of the synergies expected to be generated from combining our and the acquired entities’ technology and operations. Generally none of the goodwill recorded in connection with the acquisitions is deductible for income tax purposes.

Acquisition of Maporama Solutions

On March 25, 2013, we acquired Maporama Solutions (“Maporama”), a private company based in Paris, France and organized under the laws of France. Maporama is a provider of location intelligence and geospatial analytics solutions. We have incurred $0.3 million of transaction costs associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of Maporama.

The allocation of the purchase price for the Maporama acquisition is as follows (in thousands):

Cash	$	396
Other assets	302
Identifiable intangible assets	4,900
Goodwill	7,050
Liabilities	(4,160		)
Deferred Revenue	(351		)
Deferred income tax liabilities, net	(1,200		)
Total purchase price	$	6,937

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	3,600	5.0 years
Customer contracts	1,300		5.0 years
	$	4,900	5.0 years

Acquisition of LogLogic, Inc.

On April 10, 2012, we acquired LogLogic, Inc. (“LogLogic”), a private company based in San Jose, California and incorporated in Delaware. LogLogic is a provider of scalable log and security management platforms. We paid $131.6 million, net of cash acquired, to acquire all of the outstanding shares of capital stock of LogLogic. In the first quarter of fiscal year 2013, we recorded a decrease in goodwill of $2.3 million as a result of a purchase price adjustment. In the second quarter of fiscal year 2013, we recorded an increase in goodwill of $0.4 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.7 million of transaction costs associated with the acquisition. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of LogLogic.

The allocation of the purchase price for the LogLogic acquisition is as follows (in thousands):

Cash	$	5,018
Accounts receivable (approximate contractual value)	5,359
Other assets	1,524
Identifiable intangible assets	61,200
Goodwill	71,541
Liabilities	(7,006		)
Deferred Revenue	(7,297		)
Deferred income tax asset, net	4,010
Total purchase price	$	134,349

Identifiable intangible assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	32,800	6.0 years
Customer contracts	3,200		6.0 years
Maintenance agreements	22,300		7.0 years
Trademarks	2,900		7.0 years
	$	61,200	6.4 years

Pro Forma Adjusted Summary

The results of operations of Maporama and LogLogic have been included in the Consolidated Financial Statements subsequent to the acquisition dates. The following unaudited pro forma adjusted summary assumes LogLogic had been acquired at the beginning of fiscal year 2012 (in thousands, except per share data):

	Three Months Ended May 31,		Six Months Ended May 31,
	2012		2012
Pro forma adjusted total revenue	$	250,334	$	485,870
Pro forma adjusted net income attributable to TIBCO Software Inc.	$	24,939	$	42,035
Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic	$	0.16	$	0.26
Diluted	$	0.15	$	0.25

The pro forma results presented include amortization charges for acquired intangible assets, adjustments for incremental compensation expense related to the post-combination service arrangements entered into with the continuing employees and related tax effects. The pro forma adjusted summary combines the historical results for TIBCO for those periods with the historical results for LogLogic for the same periods. For pro forma adjusted summary purposes, the financial impact of Maporama was not included as it was not significant. The summary is presented for informational purposes only and is not intended to be indicative of future results of operations or whether similar results would have been achieved if the acquisition had taken place at the beginning of fiscal year 2012.