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Note 2 -Significant Transactions
9 Months Ended
Jul. 31, 2011
Significant Transactions
2. SIGNIFICANT TRANSACTIONS

Newton Shuffler LLC. On November 15, 2010, we entered into a purchase agreement and related agreements (the “Purchase Agreement”) with Newton Shuffler LLC and related parties (“Newton”) whereby we acquired substantially all of the intellectual property assets of Newton.  Under the terms of the Purchase Agreement, we paid Newton an upfront payment of $6,500.  The Purchase Agreement also calls for approximately $1,400 to be paid over a 9 year period.  In connection with the Purchase Agreement, we also entered into non-competition agreements with Newton and the major owners of Newton for a period of 9 years.

We accounted for this acquisition as a business combination and allocated the total consideration of approximately $7,500 to the assets acquired based on their fair values.  We recorded approximately $2,700 to intangible assets which will be amortized on a straight line basis over a 9 year period.  The remaining amount of approximately $4,800 was recorded to goodwill.  We also recorded a liability associated with future consideration of approximately $1,400 due in non-interest bearing payments through 2019.  The balance as of July 31, 2011 of $1,055 represents the discounted present value of the future payments, excluding imputed interest of approximately $345, using an effective interest rate of 4.2%. The Newton acquisition enhances our Utility segment by adding to our intellectual property portfolio and providing for further revenue opportunities.

Prime Table Games, LLC. On December 21, 2010, we entered into a license and release agreement (the “License and Release Agreement”) with Prime Table Games, LLC and related parties (collectively “Prime Table Games”) to settle existing litigation between the parties and to acquire intellectual property licenses related to our PTG segment. Total consideration paid by us was $5,500. Accordingly, we recorded a legal settlement charge of approximately $2,200 for the year ended October 31, 2010, which represented the fair value associated with the effective settlement of the then existing litigation. The remaining $3,300 was recorded as intangible assets which will be amortized on a straight line basis over a 9 year period.

On December 21, 2010, we also entered into a remote gambling intellectual property transfer agreement (the “Remote Gambling Agreement”) in which we acquired licenses to the Three Card Poker internet rights in the British Isles for $1,500. The acquired internet rights include internet gambling and gambling via cell phones, in addition to certain social media uses such as play-for-fun applications on the internet.  The $1,500 was recorded as intangible assets which will be amortized on a straight line basis over a 9 year period.