5. BUSINESS COMBINATIONS

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 condensed consolidated financial statements since the acquisition date.

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 October 31, 2010 at $3.4 million, and the change in the fair value of the contingent consideration between the acquisition date and October 31, 2010 was recorded within "Selling, general and administrative expenses" in the Company's condensed consolidated statements of operations. The fair value of the contingent consideration was then remeasured as of January 31, 2011 at $3.5 million. During the three months ended April 30, 2011, $2.0 million of the previously recorded contingent consideration was paid to the former shareholders of Iontas. The estimated fair value of the remaining contingent consideration was $1.6 million as of April 30, 2011. The $0.1 million change in the fair value of this contingent consideration for the three months ended April 30, 2011 was recorded within "Selling, general and administrative expenses" for that fiscal period.

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 final 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 ⁽²⁾		12,776

Total purchase price	$	21,743

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

(2)	The goodwill presented is based on the final purchase price allocation as of January 31, 2011, consistent with the presentation in the 2010 Form 10-K.

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, including $0.5 million incurred during the nine months ended October 31, 2010, and were expensed as incurred.

Revenue from Iontas for the three and nine months ended October 31, 2010 was not material.