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Acquisition
6 Months Ended
Jun. 30, 2014
Acquisition

5. Acquisition

In February 2013, the Company acquired all of the outstanding shares of Xtrakter Limited (“Xtrakter”) from Euroclear S.A./N.V. Xtrakter is a U.K.-based provider of trade matching and regulatory transaction reporting for European securities and market and reference data across a range of fixed-income products. The acquisition of Xtrakter provides the Company with an expanded set of technology solutions ahead of incoming pre-and post-trade transparency mandates from the Markets in Financial Instruments Directive II in Europe. The aggregate purchase price was $37.8 million in cash, net of acquired cash.

The Company has completed its allocation of the purchase price to the fair value of assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation is as follows (in thousands):

 

Purchase price

$

46,683

 

Less: acquired cash

 

(8,856

)

Purchase price, net of acquired cash

 

37,827

 

Accounts receivable

 

3,733

 

Intangible assets

 

13,255

 

Other assets

 

1,718

 

Deferred tax liability, net

 

(2,342

)

Accounts payable, accrued expenses and deferred revenue

 

(4,622

)

Goodwill

$

26,085

 

 

The acquired intangible assets are as follows (in thousands, except for useful lives):

 

 

Costs

 

 

Useful Lives

Customer relationships

$

5,455

 

 

10-15 years

Internally developed software

 

5,000

 

 

3 years

Tradename- indefinite life

 

1,820

 

 

indefinite

Tradename- finite life

 

300

 

 

3 years

Non-compete agreement

 

380

 

 

3 years

Other

 

300

 

 

indefinite

Total

$

13,255

 

 

 

 

The identifiable intangible assets and goodwill are not deductible for tax purposes.

From the date of acquisition to June 30, 2013, Xtrakter-related revenue and net income of $7.4 million and $0.3 million, respectively, have been included in the Company’s Consolidated Statements of Operations. The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the six months ended June 30, 2013, as if the acquisition of Xtrakter had occurred as of the beginning of the period presented, after giving effect to certain purchase accounting adjustments. The pro forma results are not necessarily indicative of what the Company’s operating results would have been had the acquisition actually taken place at the beginning of the period presented. The pro forma financial information includes the amortization charges from acquired intangible assets, adjustments to interest income to reflect the cash purchase price and related tax effects.

 

 

Six Months Ended

June 30, 2013

 

 

(In thousands, except

per share amounts)

 

Revenues

$

121,082

 

Income before income taxes

$

56,129

 

Net income

$

34,850

 

Basic net income per common share

$

0.95

 

Diluted net income per common share

$

0.92