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Acquisitions
12 Months Ended
Sep. 30, 2012
Acquisitions

2. Acquisitions

Adeptra

On September 7, 2012, we acquired 100% of the common stock of Adeptra. The primary objective of the acquisition is to accelerate success in the fast-growing mobile economy by integrating our decision management solution and Adeptra’s customer engagement and risk intervention platform.

 

The following table summarizes the consideration paid for Adeptra and the amounts for assets acquired and liabilities assumed, recognized based on their estimated fair values at the acquisition date:

 

     (In thousands)  

Consideration

  

Cash

   $ 113,027   
  

 

 

 

Acquisition-related costs (included in the company’s consolidated statement of income for the year ended September 30, 2012 as a component of restructuring and acquisition-related expense)

   $ 984   
  

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed

  

Cash and cash equivalents

   $ 7,648   

Accounts receivable, net

     8,939   

Prepaid expenses and other current assets

     1,380   

Property and equipment, net

     1,428   

Intangible assets

  

Completed technology

     24,200   

Customer relationships

     11,990   

Trade Names

     510   

Other assets

     100   

Accounts payable

     (4,350

Accrued compensation and employee benefits

     (2,093

Other accrued liabilities

     (3,128

Deferred revenue

     (357

Deferred income taxes

     (18

Short-term loan

     (5,466
  

 

 

 

Total identifiable net assets

     40,783   
  

 

 

 

Goodwill

     72,244   
  

 

 

 

Total

   $ 113,027   
  

 

 

 

The acquired identifiable intangible assets have a weighted average useful life of approximately 6.6 years and are being amortized using the straight-line method over their estimated useful lives as follows: completed technology, five years, customer relationships, ten years, and trade names, one year. The goodwill of $72.2 million arising from the acquisition consists largely of the revenue synergies related to up-sell and cross-sell opportunities driven by the complementary nature of our solutions, expansion of our offerings across vertical markets, and the ability to drive Adeptra solutions through a larger sales team with global reach. The goodwill was allocated to our Applications segment and is not deductible for tax purposes. Our results of operations for fiscal 2012 included the operating results of Adeptra since the date of acquisition, the amounts of which were not material to the Company’s results of operations for the periods presented.

 

The following pro forma combined revenues for the years ended September 2012 and 2011, give effect to the acquisition as if it had been completed on October 1, 2010. These pro forma revenues do not reflect any operating efficiencies or revenue enhancements that may be achieved by the combined companies; are presented for informational purposes only; are not necessarily indicative of what the actual revenues would have been had the acquisition taken place as of that date; nor are they indicative of future consolidated results of operations.

 

     Years Ended September 30,  
           2012                  2011        
     (In thousands)  

Revenues

   $ 719,980       $ 655,897   

The pro forma earnings impact of this acquisition was not deemed material to the Company’s results of operations for the periods presented.

Entiera

On May 7, 2012, we acquired 100% of the common stock of Entiera, an innovative provider of customer dialogue management solutions. The acquisition of Entiera was consummated principally to productize our analytics and strategic decision management solutions through an interactive marketing automation platform with the objective of accelerating our growth in marketing solutions across multiple industries.

The following table summarizes the consideration paid for Entiera and the amounts for assets acquired and liabilities assumed, recognized based on their estimated fair values at the acquisition date:

 

     (In thousands)  

Consideration

  

Cash

   $ 18,390   
  

 

 

 

Acquisition-related costs (included in the company’s consolidated statement of income for the year ended September 30, 2012 as a component of restructuring and acquisition-related expense)

   $ 163   
  

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed

  

Cash and cash equivalents

   $ 138   

Accounts receivable, net

     546   

Prepaid expenses and other current assets

     153   

Deferred income taxes

     1,024   

Property and equipment, net

     100   

Intangible assets

  

Completed technology

     2,200   

Customer relationships

     300   

Other assets

     24   

Accounts payable

     (725

Other accrued liabilities

     (152

Deferred revenue

     (254
  

 

 

 

Total identifiable net assets

     3,354   
  

 

 

 

Goodwill

     15,036   
  

 

 

 

Total

   $ 18,390   
  

 

 

 

 

The acquired identifiable intangible assets have a weighted average useful life of approximately 4.1 years and are being amortized using the straight-line method over their estimated useful lives as follows: completed technology, four years and customer relationships, five years. The goodwill of $15.0 million arising from the acquisition consists largely of the synergies created by leveraging Entiera’s SaaS-delivered solution in conjunction with our marketing solutions. The goodwill was allocated to our Applications segment and is not deductible for tax purposes. Entiera has been included in our operating results since the acquisition date. The pro forma impact of this acquisition was not deemed material to the Company’s results of operations for the periods presented.