XML 89 R13.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions
12 Months Ended
Dec. 31, 2014
Acquisitions  
Acquisitions

 

(5)   Acquisitions

 

ID'S

 

        On July 30, 2014, the Company acquired 100% of ID'S for $22.5 million, including acquired cash of $4.2 million. ID'S is a Paris-based company that operates RFQ-hub, a multi-asset platform for global-listed and over-the-counter ("OTC") financial instruments. RFQ-hub connects buy-side trading desks and portfolio managers with a large network of sell-side market makers, allowing these trading desks to place requests-for-quotes in OTC-negotiated equities, futures, options, swaps, convertible bonds, structured products and commodities. The platform will remain available on a standalone basis and will also be integrated into ITG's Triton execution management system.

 

        The results of ID'S have been included in the Company's consolidated financial statements since its acquisition date. At closing, $22.5 million was paid. Contingent payments of approximately $4.8 million are available to the sellers if certain revenue targets are achieved in 2015, of which $3.8 million would be expensed as compensation due to required service conditions through 2017. None of the contingent payments have been recognized as of December 31, 2014.

 

        The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition (dollars in thousands):

                                                                                                                                                                                    

Cash consideration

 

$

22,499

 

​  

​  

Total purchase price

 

$

22,499

 

​  

​  

​  

​  

​  

Cash

 

$

4,206

 

Accounts receivable, net

 

 

1,035

 

Customer related intangible asset

 

 

2,674

 

Computer software

 

 

2,273

 

Trade Name

 

 

160

 

Deferred Tax Liability

 

 

(1,650

)

Goodwill

 

 

13,801

 

​  

​  

Total purchase price

 

$

22,499

 

​  

​  

​  

​  

​  

 

        The above purchase price allocation is based upon preliminary calculations and valuations and our estimates and assumptions are subject to change as we obtain additional information for our estimates during the measurement period.

 

        The goodwill and intangibles assets were assigned to the European Operations segment. The acquired customer relationships and internal developed software are amortized over 15 and 5 years, respectively. The trade name has an indefinite life. The goodwill and intangible assets are not deductible for tax purposes.

 

        The Company incurred professional fees related to this transaction of $0.8 million, which has been included in other general and administrative expenses in the Consolidated Statements of Operations.