Business Combinations

12 Months Ended

Nov. 30, 2013

Business Combinations [Abstract]

Business Combinations

Business Combinations

Acquisitions in Fiscal Year 2013

Acquisition of Extended Results

On September 13, 2013, we acquired Extended Results, Inc. (“Extended Results”), a private company based and incorporated in the State of Washington. Extended Results is a provider of mobile business intelligence software and services. We paid $21.0 million, net of cash acquired, to acquire all of the outstanding shares of capital stock of Extended Results. We have also incurred $0.3 million of transaction costs associated with the acquisition.

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

Cash	$	19
Accounts Receivable	649
Other assets	21
Identifiable intangible assets	7,300
Goodwill	13,589
Liabilities	(578		)
Total preliminary purchase price	$	21,000

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

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	4,800	5.0 years
Customer base	2,500		2.0 years
	$	7,300

Acquisition of StreamBase Systems, Inc.

On June 3, 2013, we acquired StreamBase Systems, Inc. (“StreamBase”), a private company based in Massachusetts and incorporated in the State of Delaware. StreamBase is a provider of high performance event processing and real-time analytics software. We paid $49.7 million, net of cash acquired, to acquire all of the outstanding shares of capital stock of StreamBase. We have also incurred $0.5 million of transaction costs associated with the acquisition.

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

Cash	$	1,986
Accounts Receivable	1,504
Deferred income tax assets, net	7,022
Other assets	467
Identifiable intangible assets	19,600
Goodwill	26,546
Liabilities	(3,138		)
Deferred Revenue	(2,345		)
Total preliminary purchase price	$	51,642

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

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	12,300	7.0 years
Customer base	3,700		7.0 years
Maintenance agreements	3,600		7.0 years
	$	19,600

Acquisition of Maporama Solutions

On March 20, 2013, TIBCO International Holdings B.V. ("TIBCO BV"), an indirect wholly-owned subsidiary of ours, 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.

The preliminary 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	6,508
Liabilities	(4,160		)
Deferred Revenue	(351		)
Deferred income tax liabilities, net	(658		)
Total preliminary 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

Acquisitions in Fiscal Year 2012

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.

Acquisitions in Fiscal Year 2011

Nimbus Partners Limited

On August 30, 2011, TIBCO BV acquired Nimbus Partners Limited ("Nimbus"), a private company organized under the laws of England and Wales and a provider of business process discovery and analysis applications that help companies drive adoption of business process initiatives. We paid $42.0 million of cash to acquire the outstanding equity of Nimbus. We have also incurred $1.0 million of acquisition related and other expenses associated with the acquisition.

LoyaltyLab, Inc.

On December 7, 2010, we acquired LoyaltyLab, Inc. ("Loyalty Lab"), a private company incorporated in Delaware. Loyalty Lab is a provider of loyalty management solutions allowing marketers to manage loyalty programs from their desktop. This acquisition provides us international presence in the customer loyalty market. We paid $23.5 million in cash to acquire all of the outstanding shares of capital stock of Loyalty Lab. In the fourth quarter of fiscal year 2011, we recorded a decrease in goodwill of $0.4 million as a result of the adjustment of deferred income tax assets. We have also incurred $0.4 million of acquisition related and other expenses associated with the acquisition.

Pro Forma Adjusted Summary (unaudited)

The results of Extended Results, StreamBase, Maporama and LogLogic's operations have been included in the Consolidated Financial Statements since their respective acquisition dates. The following unaudited pro forma adjusted summary reflects TIBCO’s condensed results of operations for the periods ended November 30, 2013 and 2012, respectively. The summary assumes that the businesses had been acquired at the beginning of fiscal year 2012 and include pro forma adjustments for amortization charges for acquired intangible assets, stock-based compensation charges, if any, and related tax effects.

The unaudited pro forma financial information for fiscal year 2013 combines the historical results of TIBCO for the year ended November 30, 2013 and the historical results of Extended Results, StreamBase and Maporama based upon their respective previous reporting periods and the dates these companies were acquired by us.

The unaudited pro forma financial information for fiscal year 2012 combines the historical results of TIBCO for fiscal year 2012, the historical results of LogLogic for the four months ended April 10, 2012 and the twelve months historical results of Extended Results, StreamBase and Maporama.

The following unaudited pro forma adjusted summary is 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 acquisitions had taken place at the beginning of fiscal year 2012 (in thousands, except per share amounts):

	Year Ended November 30,
	2013		2012
	(Unaudited)
Pro forma adjusted total revenue	$	1,081,257	$	1,058,888
Pro forma adjusted net income attributable to TIBCO Software Inc.	$	81,859	$	114,951
Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic	$	0.51	$	0.72
Diluted	$	0.49	$	0.68