TIBX » Topics » Goodwill

These excerpts taken from the TIBX 10-K filed Jan 28, 2009.

Goodwill

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, (“SFAS No. 142”) goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually or as circumstances indicate their value may no longer be recoverable. We do not have intangible assets with indefinite useful lives other than goodwill. Goodwill impairment testing is a two-step process: first, we screen for impairment, and if any possible impairment exists, we then undertake a second step of measuring such impairment. We generally perform our goodwill impairment test annually in our fourth fiscal quarter, and the last impairment test was completed for the fiscal year ended November 30, 2008. SFAS No. 142 requires impairment testing based on reporting units. We periodically re-evaluate our business and have determined that we continue to operate in one segment, which we consider our sole reporting unit. Therefore, goodwill was tested and will continue to be tested for impairment at the enterprise level. To date, we have determined that there has been no impairment of goodwill.

Goodwill

FACE="Times New Roman" SIZE="2">In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, (“SFAS No. 142”) goodwill and intangible assets with
indefinite useful lives are not amortized, but are tested for impairment at least annually or as circumstances indicate their value may no longer be recoverable. We do not have intangible assets with indefinite useful lives other than goodwill.
Goodwill impairment testing is a two-step process: first, we screen for impairment, and if any possible impairment exists, we then undertake a second step of measuring such impairment. We generally perform our goodwill impairment test annually in
our fourth fiscal quarter, and the last impairment test was completed for the fiscal year ended November 30, 2008. SFAS No. 142 requires impairment testing based on reporting units. We periodically re-evaluate our business and have
determined that we continue to operate in one segment, which we consider our sole reporting unit. Therefore, goodwill was tested and will continue to be tested for impairment at the enterprise level. To date, we have determined that there has been
no impairment of goodwill.

Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended November 30, 2008 and 2007 are as follows (in thousands):

 

     Goodwill  

Balance as of November 30, 2006

   $ 274,442  

Goodwill recorded for the Spotfire acquisition

     121,447  

Foreign currency translation

     16,367  
        

Balance as of November 30, 2007

     412,256  

Goodwill recorded for the Insightful acquisition

     2,533  

Spotfire subsequent goodwill adjustment, net of tax

     (1,207 )

Foreign currency translation

     (69,640 )
        

Balance as of November 30, 2008

   $ 343,942  
        

In fiscal year 2008, we recorded a decrease in goodwill of $1.2 million net of tax as a result of the settlement of certain accrued liabilities and a reduction of accrued acquisition costs related to the acquisition of Spotfire.

These excerpts taken from the TIBX 10-K filed Jan 25, 2008.

Goodwill

FACE="Times New Roman" SIZE="2">In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite useful lives are not
amortized, but are tested for impairment at least annually or as circumstances indicate their value may no longer be recoverable. We do not have intangible assets with indefinite useful lives other than goodwill. Goodwill impairment testing is a
two-step process: first, we screen for impairment, and if any possible impairment exists, we then undertake a second step of measuring such impairment. We generally perform our goodwill impairment test annually in our fourth fiscal quarter, and the
last impairment test was completed for the fiscal year ended November 30, 2007. SFAS No. 142 requires impairment testing based on reporting units. We periodically re-evaluate our business and have determined that we continue to operate in
one segment, which we consider our sole reporting unit. Therefore, goodwill was tested and will continue to be tested for impairment at the enterprise level. To date, we have determined that there has been no impairment of goodwill.

STYLE="margin-top:18px;margin-bottom:0px">Impairment of Long-Lived Assets

We evaluate
the recoverability of our long-lived assets which includes amortizable intangible and tangible assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Our acquired intangible assets with
definite useful lives are amortized over their useful lives. We evaluate long-lived assets, other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable.
We recognize such impairment in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets. No long-lived assets impairment losses were incurred in the fiscal years presented.

STYLE="margin-top:18px;margin-bottom:0px">Restructuring and Integration Costs

Our
restructuring charges are comprised primarily of costs related to properties abandoned in connection with facilities consolidation, related write-downs of leasehold improvements and severance and associated employee termination costs related to
headcount reductions. For restructuring actions initiated prior to December 31, 2002, we followed the guidance provided by Emerging Issues Task Force (“EITF”) Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs To Exit an Activity (Including Certain Costs Associated with a Restructuring)
and EITF Issue No. 88-10, Costs Associated with Lease Modification or Termination. We recorded the liability related
to these termination costs when the plan was approved and the period of time to implement the plan was set. For restructuring actions initiated after January 1, 2003, we adopted SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities
, which requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our restructuring charges included accruals for estimated losses on excess facility costs based on our contractual obligations net of estimated sublease
income based on current comparable market rates for leases. We reassess this liability periodically based on market conditions. Revisions to our estimates of this liability could materially impact our operating results and financial position in
future periods if anticipated events and key assumptions, such as the timing and amounts of sublease rental income, either change or do not materialize.

 


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TIBCO SOFTWARE INC.

ALIGN="center">NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 


Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended November 30, 2007 and 2006 are as follows (in thousands):

 

     Goodwill  

Balance as of November 30, 2005

   $ 261,075  

Foreign currency translation

     21,083  

Tax benefit related to acquired deferred tax assets

     (7,716 )
        

Balance as of November 30, 2006

     274,442  

Goodwill recorded for the Spotfire acquisition

     121,447  

Foreign currency translation

     16,367  
        

Balance as of November 30, 2007

   $ 412,256  
        
This excerpt taken from the TIBX 10-K filed Feb 9, 2007.

Goodwill

 

The changes in the carrying amount of goodwill for the fiscal years ended November 30, 2006 and 2005 are as follows (in thousands):

 

     Goodwill

 

Balance as of November 30, 2004

   $ 265,137  

Acquisition of ObjectStar

     7,359  

Tax benefit from acquired deferred tax assets

     (1,149 )

Foreign currency translation

     (8,957 )

Write-back excess accrued integration cost for Talarian *

     (878 )

Other adjustments

     (437 )
    


Balance as of November 30, 2005

     261,075  

Foreign currency translation

     21,083  

Tax benefit related to acquired deferred tax assets

     (7,716 )
    


Balance as of November 30, 2006

   $ 274,442  
    



* In fiscal year 2002, we acquired Talarian Corporation (“Talarian”), a provider of infrastructure software that enables businesses to exchange information in real time, both internally and with their partners, suppliers and customers. We recorded $68.3 million of goodwill in connection with this acquisition in fiscal year 2002, which had taken into account accrued acquisition integration expenses for incremental costs to exit and consolidate activities at various Talarian facilities. In the fourth quarter of fiscal year 2005, we determined that there were no further liabilities related to Talarian facilities, and therefore the carrying value of goodwill was reduced by $0.9 million.

 

This excerpt taken from the TIBX 10-K filed Feb 10, 2006.

Goodwill

 

Goodwill represents the excess of costs of our corporate acquisitions, over the fair value of assets acquired and liabilities assumed from the acquired entities. In accordance with SFAS 142, goodwill is not amortized, but is tested for impairment annually or sooner if circumstances indicate that impairment may have occurred. SFAS 142 requires impairment testing of goodwill based on reporting units and prescribes a two-step process for the impairment testing. The first step screens for impairment, while the second step, measures the impairment, if any.

 

Periodically and after major acquisitions, such as our Staffware acquisition in fiscal year 2004, we re-evaluate our business to determine if we operate in one reportable segment. We have concluded that as of November 30, 2005, we are operating and will continue to operate in one reportable segment which we consider our sole reporting unit. Therefore, our goodwill will continue to be tested for impairment at the enterprise level. Our most current annual impairment test was performed at the end of fiscal year 2005. The fair value of the enterprise, which was determined based on our current market capitalization, exceeded its carrying value, and the goodwill was determined not to be impaired. No goodwill impairment charges have been recorded as of November 30, 2005.

 

The changes in the carrying amount of goodwill for the years ended November 30, 2005 and 2004 are as follows (in thousands):

 

     Goodwill

 

Balance as of November 30, 2003

   $ 103,006  

Acquisition of Staffware

     164,023  

Acquisition of General Interface

     2,423  

Tax benefit from acquired deferred tax assets

     (4,315 )
    


Balance as of November 30, 2004

     265,137  

Acquisition of ObjectStar

     7,359  

Tax benefit from acquired deferred tax assets

     (1,149 )

Foreign currency translation

     (8,957 )

Write-back excess accrued integration cost for Talarian

     (878 )

Other adjustments

     (437 )
    


Balance as of November 30, 2005

   $ 261,075  
    


 

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TIBCO SOFTWARE INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

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