Acquisitions

12 Months Ended

Dec. 31, 2013

Business Combination, Description [Abstract]

ACQUISITIONS

ACQUISITIONS

2013 Acquisitions

Zenprise

In January 2013, the Company acquired all of the issued and outstanding securities of Zenprise, Inc. ("Zenprise"), a

privately-held leader in mobile device management. Zenprise became part of the Company's Enterprise and Service Provider division, in which Citrix has integrated the Zenprise offering for mobile device management into its XenMobile Enterprise edition. The total consideration for this transaction was approximately $324.0 million, net of $2.9 million of cash acquired, and was paid in cash. Transaction costs associated with the acquisition were approximately $0.6 million, of which the Company expensed approximately $0.1 million during the year ended December 31, 2013 and are included in General and administrative expense in the accompanying consolidated statements of income. In addition, in connection with the acquisition, the Company assumed certain stock options, which are exercisable for up to 285,817 shares of the Company's common stock, for which the vesting period reset fully upon the closing of the transaction.

2013 Other Acquisitions

During the third quarter of 2013, the Company acquired all of the issued and outstanding securities of a privately-held company. The total cash consideration for this transaction was approximately $5.3 million. The Company will pay contingent consideration of up to $3.0 million in cash upon the satisfaction of certain milestone achievements, as defined pursuant to the share purchase agreement. This business became part of the Company's SaaS division. Transaction costs associated with the acquisition were approximately $0.2 million, all of which the Company expensed during the year ended December 31, 2013, and are included in General and administrative expense in the accompanying consolidated statements of income.

During the fourth quarter of 2013, the Company acquired all of the issued and outstanding securities of a privately-held company. The total cash consideration for this transaction was approximately $5.5 million. This business became part of the Company's Enterprise and Service Provider division. Transaction costs associated with the acquisition were approximately $0.2 million,all of which the Company expensed during the year ended December 31, 2013, and are included in General and administrative expense in the accompanying consolidated statements of income.

The two acquisitions discussed in this section captioned 2013 Other Acquisitions will collectively be referred to herein as the "2013 Other Acquisitions".

Purchase Accounting for the Acquisitions in 2013

The purchase prices for the companies acquired during the year ended December 31, 2013, which include Zenprise and the 2013 Other Acquisitions (collectively, the "2013 Acquisitions"), were allocated to the acquired net tangible and intangible assets based on estimated fair values as of the date of the acquisition. The allocation of the total purchase prices are summarized below (in thousands):

	Zenprise				2013 Other Acquisitions
	Purchase Price Allocation			Asset Life	Purchase Price Allocation			Asset Life
Current assets	$	10,943			$	3,586
Other assets	668				—
Property and equipment	431			Various	—
Deferred tax assets, non-current	38,785				3,177
Intangible assets	69,200			1-7 years	11,300			5-6 years
Goodwill	247,273			Indefinite	4,195			Indefinite
Assets acquired	367,300				22,258
Current liabilities assumed	(8,475		)		(3,950		)
Deferred tax liabilities, current	—				(2,000		)
Long-term liabilities assumed	(3,107		)		(1,000		)
Deferred tax liabilities, non-current	(28,725		)		(1,699		)
Net assets acquired	$	326,993			$	13,609

Current assets acquired in connection with the 2013 Acquisitions consisted primarily of cash and accounts receivable. Current liabilities assumed in connection with the 2013 Acquisitions consisted primarily of current portion of deferred revenues, short-term payables, other accrued expenses and short-term debt, which was paid in full subsequent to the respective acquisition date. Long-term liabilities assumed in connection with the 2013 Acquisitions consisted of other long-term liabilities and long-term portion of deferred revenues.

The Company continues to evaluate certain income tax assets and liabilities related to the 2013 Other Acquisitions. Goodwill from the 2013 Acquisitions was assigned to the respective segments each businesses became part of. The goodwill related to the 2013 Acquisitions is not deductible for tax purposes. See Note 11 for segment information. The goodwill amounts are comprised primarily of expected synergies from combining operations and other intangible assets that do not qualify for separate recognition.

Revenues from the 2013 Acquisitions are included in the revenues of each business's respective segment. The Company has included the effect of the 2013 Acquisitions in its results of operations prospectively from the date of acquisition.

Identifiable intangible assets acquired in connection with the 2013 Acquisitions (in thousands) and the weighted-average lives are as follows:

	Zenprise		Asset Life	2013 Other Acquisitions		Asset Life
Trade names	$	2,400	3.0 years	$	—
Non-compete agreements	700		1.0 year	—
Customer relationships	18,300		7.0 years	3,600		6.0 years
Core and product technologies	47,800		6.0 years	6,300		5.0 years
In-process R&D (1)	—			1,400		Indefinite
Total	$	69,200		$	11,300

(1) Capitalized acquired in-process R&D costs will remain capitalized until such time as the projects are complete, at which point they will be amortized, or they will be written off when it is probable the projects will not be completed.

The following unaudited pro-forma information combines the consolidated results of the operations of the Company and the 2013 Acquisitions as if the acquisitions had occurred at the beginning of fiscal year 2012 (in thousands, except per share data):

	Year Ended December 31,
	2013		2012
Revenues	$	2,921,604	$	2,596,227
Income from operations	376,936		333,077
Net income	336,250		314,300
Per share - basic	1.80		1.68
Per share - diluted	1.79		1.66

In July 2012, the Company acquired all of the issued and outstanding securities of ByteMobile, Inc. (“ByteMobile”), a privately-held provider of data and video optimization solutions for mobile network operators. ByteMobile became part of the Company's Enterprise and Service Provider division and extends the Company's industry reach into the mobile and cloud markets. The total consideration for this transaction was approximately $399.5 million, net of $5.6 million of cash acquired, and was paid in cash. Transaction costs associated with the acquisition were approximately $2.1 million, all of which the Company expensed during the year ended December 31, 2012 and are included in General and administrative expense in the accompanying consolidated statements of income. Revenues from the ByteMobile acquisition are included in the revenue of the Company's Enterprise and Service Provider division. The Company has included the effect of the ByteMobile acquisition in its results of operations prospectively from the date of acquisition.

Purchase Accounting for the ByteMobile acquisition

During the twelve months ended December 31, 2013, the Company made net adjustments to goodwill of approximately $3.3 million to the purchase price allocation associated with the ByteMobile acquisition. Goodwill from the ByteMobile acquisition was assigned to the Company's Enterprise and Service Provider division. The goodwill related to the ByteMobile acquisition is not deductible for tax purposes. See Note 2 for information on adjustments to goodwill and Note 11 for segment information. The goodwill amounts are comprised primarily of expected synergies from combining operations and other intangible assets that do not qualify for separate recognition.

The purchase price for ByteMobile was allocated to the acquired net tangible and intangible assets based on its estimated fair value as of the date of the acquisition. The allocation of the total purchase price is summarized below (in thousands):

	ByteMobile
	Purchase Price Allocation			Asset Life
Current assets	$	57,796
Other assets	7,406
Property and equipment	2,484			Various
Deferred tax assets, non-current	44,934
Intangible assets	248,900			1-9 years
Goodwill	221,914			Indefinite
Assets acquired	583,434
Current liabilities assumed	(62,313		)
Long-term liabilities assumed	(4,083		)
Deferred tax liabilities, non-current	(111,904		)
Net assets acquired	$	405,134

Current assets acquired in connection with the ByteMobile acquisition consisted primarily of cash and accounts receivable. Current liabilities assumed in connection with the ByteMobile acquisition consisted primarily of current portion of deferred revenues, short-term payables, other accrued expenses and short-term debt which was paid in full subsequent to the acquisition date. Long-term liabilities assumed in connection with the ByteMobile acquisition consisted of other long-term liabilities, long-term portion of deferred revenues and long-term debt, which was paid in full subsequent to the acquisition date. Identifiable intangible assets acquired in connection with the ByteMobile acquisition included trade names of $6.0 million with a weighted-average asset life of 6.0 years, customer relationships of $141.5 million with a weighted-average life of 9.0 years, and core and product technologies of $101.4 million with a weighted-average life of 4.8 years.

Podio

In April 2012, the Company acquired all of the issued and outstanding securities of Podio ApS (“Podio”), a privately-held provider of a cloud-based collaborative work platform. Podio became part of the Company's SaaS division and expands the Company's offerings of integrated cloud-based support for team-based collaboration. The total consideration for this transaction was approximately $43.6 million, net of $1.7 million of cash acquired, and was paid in cash. Transaction costs associated with the acquisition were approximately $0.5 million, all of which the Company expensed during the year ended December 31, 2012 and are included in General and administrative expense in the accompanying consolidated statements of income. The Company recorded approximately $24.5 million of goodwill, which is not deductible for tax purposes, and acquired $24.6 million of identifiable intangible assets, of which $20.7 million is related to product related intangible assets and $3.9 million is related to other intangible assets. In addition, in connection with the acquisition, the Company assumed non-vested stock units which were converted into the right to receive up to 127,668 shares of the Company's common stock, for which the vesting period reset fully upon the closing of the transaction.

2012 Other Acquisitions

During the first quarter of 2012, the Company acquired all of the issued and outstanding securities of a privately-held company for total cash consideration of approximately $24.6 million, net of $0.6 million of cash acquired. This business became part of the Company’s Enterprise and Service Provider division. Transaction costs associated with the acquisition were approximately $0.5 million, of which the Company expensed $0.4 million and $0.1 million during the years ended December 31, 2012 and 2011, respectively, and are included in General and administrative expense in the accompanying consolidated statements of income. The Company recorded approximately $22.8 million of goodwill, which is not deductible for tax purposes, and acquired $11.0 million of identifiable intangible assets, all of which is related to product related intangible assets. In addition, in connection with this acquisition, the Company assumed non-vested stock units which were converted into the right to receive up to 13,481 shares of the Company's common stock and assumed certain stock options which are exercisable for 12,017 shares of the Company's common stock, for which the vesting period reset fully upon the closing of the transaction.

During the second quarter of 2012, the Company acquired all of the issued and outstanding securities of two privately-held companies for a total cash consideration of approximately $15.4 million, net of $0.2 million of cash acquired. The businesses became part of the Company's Enterprise and Service Provider division. Transaction costs associated with the acquisitions were approximately $0.4 million, all of which the Company expensed during the year ended December 31, 2012 and are included in General and administrative expense in the accompanying consolidated statements of income. In addition, in connection with the acquisitions, the Company assumed non-vested stock units which were converted into the right to receive, in the aggregate, up to 66,459 shares of the Company's common stock, for which the vesting period reset fully upon the closing of each respective transaction.

During the third quarter of 2012, the Company acquired all of the issued and outstanding securities of two privately-held companies for a total cash consideration of approximately $5.3 million. One of the businesses became part of the Company's Enterprise and Service Provider division and the other became part of the Company's SaaS division. Transaction costs associated with the acquisitions were approximately $0.2 million, all of which the Company expensed during the year ended December 31, 2012 and are included in General and administrative expense in the accompanying consolidated statements of income. In addition, in connection with the acquisitions, the Company assumed non-vested stock units which were converted into the right to receive, in the aggregate, up to 13,487 shares of the Company's common stock, for which the vesting period reset fully upon the closing of each respective transaction.

Subsequent Events

On January 8, 2014, the Company acquired all of the issued and outstanding securities of Framehawk, Inc. ("Framehawk"). The Framehawk solution, which optimizes the delivery of virtual desktops and applications to mobile devices, will be combined with HDX technology in the Citrix XenApp and XenDesktop products to deliver an unparalleled user experience under adverse network conditions. The total preliminary consideration for this transaction was approximately $27.9 million, net of $0.3 million of cash acquired, and was paid in cash. Transaction costs associated with the acquisition are currently estimated at $0.1 million, all of which the Company expensed during the year ended December 31, 2013 and are included in General and administrative expense in the accompanying consolidated statements of income.