XML 38 R12.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Business Combinations
12 Months Ended
Jan. 31, 2011
Business Combinations  
Business Combinations

6. BUSINESS COMBINATIONS

The results of operations of the acquired entities are included from their respective dates of acquisition and any excess of the fair value of consideration transferred over the sum of the fair value of amounts assigned to identifiable tangible and intangible assets, liabilities assumed and any noncontrolling interest is recorded as goodwill in accordance with the FASB's guidance.

Verint Segment

On February 4, 2010, Verint acquired all of the outstanding shares of Iontas Limited ("Iontas"), a privately held provider of desktop analytics solutions. Prior to this acquisition, Verint licensed certain technology from Iontas, whose solutions measure application usage and analyze workflows to help improve staff performance in contact center, branch, and back-office operations environments. Verint acquired Iontas, among other objectives, to expand the desktop analytical capabilities of its workforce optimization solutions. The financial results of Iontas have been included in the consolidated financial statements from February 4, 2010.

Verint acquired Iontas for total consideration valued at $21.7 million, including cash consideration of $17.7 million, and additional milestone-based contingent payments of up to $3.8 million, tied to certain performance targets being achieved over the two-year period following the acquisition date.

Verint recorded the acquisition-date estimated fair value of the contingent consideration of $3.2 million as a component of the purchase price of Iontas. The acquisition-date fair value of the contingent consideration was measured based on the probability-adjusted present value of the contingent consideration expected to be earned and transferred. The fair value of the contingent consideration was remeasured as of January 31, 2011 at $3.5 million, and the change in the fair value of the contingent consideration between the acquisition date and January 31, 2011 was recorded within selling, general and administrative expenses in the consolidated statements of operations.

 

The purchase price to acquire Iontas also included $1.5 million of prepayments for product licenses and support services procured from Iontas prior to the acquisition date, partially offset by $0.7 million of trade accounts payable to Iontas as of the acquisition date.

The following table sets forth the components and the allocation of the purchase price of Iontas.

 

     Amount     Estimated
Useful
Lives
 
     (In thousands)        

Components of Purchase Price:

    

Cash

   $ 17,738     

Fair value of contingent consideration

     3,224     

Prepaid product licenses and support services

     1,493     

Trade accounts payable

     (712  
          

Total purchase price

   $ 21,743     
          

Allocation of Purchase Price:

    

Net tangible assets:

    

Cash and cash equivalents

   $ 2,569     

Other current assets

     286     

Other assets

     89     

Current liabilities

     (211  

Deferred income taxes—current and long term

     (993  
          

Net tangible assets

     1,740     
          

Identifiable intangible assets:

    

Developed technology

     6,949        6 years   

Non-competition agreements

     278        3 years   
          

Total identifiable intangible assets (1)

     7,227     
          

Goodwill

     12,776     
          

Total purchase price

   $ 21,743     
          

(1) The weighted-average amortization period of all finite-lived identifiable intangible assets is 5.9 years.

Among the factors that contributed to the recognition of goodwill in this transaction were the expansion of Verint's desktop analytical capabilities and suite of products and services, and the addition of an assembled workforce.

Transaction costs, primarily professional fees, directly related to the acquisition of Iontas, totaled $1.3 million, and were expensed as incurred.

The pro forma impact of the Iontas acquisition is not material to the consolidated operating results and is therefore not presented. Revenue from Iontas for the fiscal year ended January 31, 2011 also was not material.