Business Combination

3 Months Ended

Feb. 28, 2012

Business Combination [Abstract]

Business Combination

3.   BUSINESS COMBINATION

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.

 Nimbus Partners Limited

On August 30, 2011, TIBCO International Holdings B.V., an indirect wholly-owned subsidiary of us, 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. As a result of the acquisition, we assumed facility leases, certain liabilities and commitments of Nimbus. We are currently evaluating the purchase price allocation following consummation of the transaction.

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

Cash	$	971
Accounts receivable (approximate contractual value)		3,634
Other assets		763
Identifiable intangible assets		19,800
Goodwill		27,117
Liabilities		(6,693	)
Deferred income tax liabilities, net		(3,592	)
Total preliminary purchase price	$	42,000

The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	13,900		5.0 years
Subscriber base		1,200		5.0 years
Customer base		700		5.0 years
Maintenance agreements		3,100		7.0 years
Trademarks		900		5.0 years
	$	19,800		5.3 years

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that none of the goodwill recorded in connection with the Nimbus acquisition will be deductible for income tax purposes.

LoyaltyLab, Inc.

On December 7, 2010, we acquired LoyaltyLab, Inc. ("Loyalty Lab"), a private company incorporated in Delaware. Loyalty Lab is an independent 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. We have also incurred $0.4 million of acquisition related and other expenses associated with the acquisition. As a result of the acquisition, we assumed facility leases and certain liabilities and commitments of Loyalty Lab.

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

Cash	$	905
Accounts receivable (approximate contractual value)		5,118
Deferred income tax assets, net		3,758
Other assets		729
Identifiable intangible assets		6,600
Goodwill		11,966
Liabilities		(5,590	)
Total purchase price	$	23,486

The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	2,000		5.0 years
Customer base		4,100		5.0 years
Trademarks		500		5.0 years
	$	6,600		5.0 years

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. None of the goodwill recorded in connection with the Loyalty Lab acquisition will be deductible for income tax purposes.

Pro Forma Adjusted Summary

The results of operations of Nimbus and Loyalty Lab have been included in the Consolidated Financial Statements subsequent to the acquisition dates. The following unaudited pro forma adjusted summary for the three months ended February 28, 2011 assumes Nimbus and Loyalty Lab had been acquired at the beginning of the fiscal year 2011 (in thousands, except per share data):

	Three Months Ended February 28, 2011
Pro forma adjusted total revenue	$	189,546
Pro forma adjusted net income	$	14,981
Pro forma adjusted net income per share:
Basic	$	0.09
Diluted	$	0.09

The 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 acquisition had taken place at the beginning of fiscal year 2011.