NDAQ » Topics » Intangible Assets

These excerpts taken from the NDAQ 10-K filed Feb 27, 2009.

Intangible Assets

 

The following table presents the details of the purchased intangible assets acquired in the Nord Pool transaction. All finite-lived purchased intangible assets are amortized using the straight-line method. See Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion.

 

     Value    Estimated Average
Remaining Useful Life
(in Years)

Intangible assets:

     

Customer relationships

   $ 84.9    21 years

Trade name

     3.7    10 years

SAPRI technology

     0.5    7 years
         

Total intangible assets

   $ 89.1   
         

 

In performing the preliminary purchase price allocation, NASDAQ OMX considered, among other factors, the intention for the future use of the acquired assets, analyses of historical financial performance, and an estimate of the future performance of the acquired businesses. The estimate of the fair values of intangible assets is based, in part, on a valuation using an income approach, market approach, or cost approach, as appropriate. The risk-adjusted discount rates used to compute the present value of the expected net cash flows of individual intangible assets, were based on Nord Pool’s weighted average cost of capital of 11.7%. This discount rate was determined after consideration of Nord Pool’s rate of return on debt and equity and the return on invested capital. In estimating the remaining useful lives of the intangible assets, NASDAQ OMX considered the six factors presented in paragraph 11 of SFAS 142 and an analysis of the intangible assets’ relevant historical attrition data. Below is a discussion of the method used to determine the fair value of the customer relationships intangible asset.

 

Customer Relationships

 

Customer relationships represent the non-contractual and contractual relationships that the businesses acquired in the Nord Pool transaction have with their members. Customer relationships were valued using the income approach, specifically an excess earnings method. This valuation approach relied on assumptions regarding projected revenues, attrition rates, and operating cash flows for customers, which were projected over 38 years.

 

NASDAQ OMX assumed annual revenue attrition of 5.0% for the customers and revenue growth of the customers at 80% of the projected overall revenue growth of the business. Charges for contributory assets were taken, and the tax-effected cash flows were discounted at a rate of 12.8%.

 

F-47


Table of Contents

The NASDAQ OMX Group, Inc.

 

Notes to Consolidated Financial Statements—(Continued)

 

The cash flows were then tax-effected at a rate of 28.0%, and a discounted tax amortization benefit was added to the fair value of the asset under the assumption that the customer relationships would be amortized for tax purposes over a period of 21 years based on the remaining useful life of the customers and Norwegian tax law.

 

The following is a summary of the indicated fair value for the customer relationships asset:

 

(in millions)

   Total

Sum of discounted cash flows

   $ 76.3

Discounted tax amortization benefit

     8.6
      

Indicated fair value

   $ 84.9
      

 

The estimated remaining useful life captures approximately 95.0% of the present value of the cash flows generated by the customer relationships. The remaining useful life was determined based on an analysis of the historical attrition rates of customers and paragraph 11 of SFAS 142, which included an analysis of the legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset.

 

The following summarizes the methodologies and assumptions NASDAQ OMX used to estimate the remaining economic lives of the customer relationships.

 

a. The expected use of the asset by the entity—The determination of the useful life of the customer relationships asset was estimated based on the period in which 95% of the present value of cash flows related to the customer relationships are captured.

 

b. The expected useful life of another asset or group of assets to which the useful life of the intangible asset may relate—The useful lives of the customer relationships asset is not significantly impacted by any other asset or group of assets. The life of the customer relationships is about 20 to 22 years.

 

c. Any legal, regulatory or contractual provisions that may limit the useful life—We are not aware of any.

 

d. Any legal, regulatory or contractual provisions that enable renewal or extension of the asset’s legal or contractual life without substantial cost—We are not aware of any other legal, regulatory, or contractual provisions that may impact the lives of the customer relationships and technology.

 

e. The effects of obsolescence, demand, competition, and other economic factors—With regards to the customer relationships, an analysis of attrition rates was performed based on historical information.

 

f. The level of maintenance expenditures required to obtain the expected future cash flows from the asset. With respect to the customer relationships, the businesses acquired in the Nord Pool transaction incur little, if any, sales and marketing expenses to maintain the current customers.

 

Intangible Assets

STYLE="margin-top:0px;margin-bottom:-6px"> 

The following table presents the details of the purchased intangible assets
acquired in the Nord Pool transaction. All finite-lived purchased intangible assets are amortized using the straight-line method. See Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion.

STYLE="margin-top:0px;margin-bottom:0px"> 


































































   Value  Estimated Average
Remaining Useful Life
(in Years)

Intangible assets:

    

Customer relationships

  $84.9  21 years

Trade name

   3.7  10 years

SAPRI technology

   0.5  7 years
      

Total intangible assets

  $89.1  
      

 

In performing the
preliminary purchase price allocation, NASDAQ OMX considered, among other factors, the intention for the future use of the acquired assets, analyses of historical financial performance, and an estimate of the future performance of the acquired
businesses. The estimate of the fair values of intangible assets is based, in part, on a valuation using an income approach, market approach, or cost approach, as appropriate. The risk-adjusted discount rates used to compute the present value of the
expected net cash flows of individual intangible assets, were based on Nord Pool’s weighted average cost of capital of 11.7%. This discount rate was determined after consideration of Nord Pool’s rate of return on debt and equity and the
return on invested capital. In estimating the remaining useful lives of the intangible assets, NASDAQ OMX considered the six factors presented in paragraph 11 of SFAS 142 and an analysis of the intangible assets’ relevant historical attrition
data. Below is a discussion of the method used to determine the fair value of the customer relationships intangible asset.

 

STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%">Customer Relationships

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">Customer relationships represent the non-contractual and contractual relationships that the businesses acquired in the Nord Pool transaction have with
their members. Customer relationships were valued using the income approach, specifically an excess earnings method. This valuation approach relied on assumptions regarding projected revenues, attrition rates, and operating cash flows for customers,
which were projected over 38 years.

 

NASDAQ OMX assumed annual
revenue attrition of 5.0% for the customers and revenue growth of the customers at 80% of the projected overall revenue growth of the business. Charges for contributory assets were taken, and the tax-effected cash flows were discounted at a rate of
12.8%.

 


F-47







Table of Contents



The NASDAQ OMX Group, Inc.

SIZE="1"> 

Notes to Consolidated Financial Statements—(Continued)

STYLE="margin-top:0px;margin-bottom:0px"> 


The cash flows were then tax-effected at a rate of 28.0%, and a discounted tax amortization benefit
was added to the fair value of the asset under the assumption that the customer relationships would be amortized for tax purposes over a period of 21 years based on the remaining useful life of the customers and Norwegian tax law.

STYLE="margin-top:0px;margin-bottom:0px"> 

The following is a summary of the indicated fair value for the customer
relationships asset:

 






































(in millions)

  Total

Sum of discounted cash flows

  $76.3

Discounted tax amortization benefit

   8.6
    

Indicated fair value

  $84.9
    

 

The estimated
remaining useful life captures approximately 95.0% of the present value of the cash flows generated by the customer relationships. The remaining useful life was determined based on an analysis of the historical attrition rates of customers and
paragraph 11 of SFAS 142, which included an analysis of the legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset.

SIZE="1"> 

The following summarizes the methodologies and assumptions NASDAQ OMX used to estimate the remaining economic lives of the
customer relationships.

 

a. The expected use of the asset by
the entity
—The determination of the useful life of the customer relationships asset was estimated based on the period in which 95% of the present value of cash flows related to the customer relationships are captured.

STYLE="margin-top:0px;margin-bottom:0px"> 

b. The expected useful life of another asset or group of assets to which
the useful life of the intangible asset may relate
—The useful lives of the customer relationships asset is not significantly impacted by any other asset or group of assets. The life of the customer relationships is about 20 to 22 years.

 

c. Any legal, regulatory or contractual provisions that may
limit the useful life
—We are not aware of any.

 

d.
Any legal, regulatory or contractual provisions that enable renewal or extension of the asset’s legal or contractual life without substantial cost—We are not aware of any other legal, regulatory, or contractual provisions that may
impact the lives of the customer relationships and technology.

 

SIZE="2">e. The effects of obsolescence, demand, competition, and other economic factors—With regards to the customer relationships, an analysis of attrition rates was performed based on historical information.

STYLE="margin-top:0px;margin-bottom:0px"> 

f. The level of maintenance expenditures required to obtain the expected
future cash flows from the asset
. With respect to the customer relationships, the businesses acquired in the Nord Pool transaction incur little, if any, sales and marketing expenses to maintain the current customers.

STYLE="margin-top:0px;margin-bottom:0px"> 

This excerpt taken from the NDAQ 10-Q filed Nov 7, 2008.

Intangible Assets

The following table presents the details of the purchased intangible assets acquired in the BSX acquisition. All finite-lived purchased intangible assets are amortized using the straight-line method. See Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion.

 

     Value    Estimated Average
Remaining Useful Life
(in Years)

Intangible assets:

     

SRO license

   $ 48.4    Indefinite

Clearing license

     1.4    Indefinite

Customer relationships

     2.5    17-25 years
         

Total intangible assets

   $ 52.3   
         

In performing the preliminary purchase price allocation, NASDAQ OMX considered, among other factors, the intention for the future use of the acquired assets, analyses of historical financial performance, and an estimate of the future performance of BSX’s business. The estimate of the fair values of intangible assets is based, in part, on a valuation using an income approach, market approach, or cost approach, as appropriate. The risk-adjusted discount rates used to compute the present value of the expected net cash flows of individual intangible assets, based on BSX’s weighted average cost of capital, ranged from 26.8% to 27.0%. These discount rates were determined after consideration of BSX’s rate of return on debt and equity and the weighted-average return on invested capital. In estimating the remaining useful life of the customer relationships intangible asset, NASDAQ OMX considered the six factors presented in paragraph 11 of SFAS 142 and an analysis of the customer relationships intangible assets relevant historical attrition data. Below is a discussion of the method used to determine the fair value of the SRO license.

This excerpt taken from the NDAQ 10-Q filed Aug 8, 2008.

Intangible Assets

The following table presents the details of the purchased intangible assets acquired in the OMX business combination. All purchased intangible assets are amortized using the straight-line method. See Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion.

 

     Increase in Value    Estimated Average
Remaining Useful Life
(in Years)

Equity method investment

   $ 74.7 (i)           
         
     Value     

Intangible assets:

     

Exchange and clearing registrations

     1,143.7                Indefinite

Trade name

     195.7                Indefinite

Customer relationships:

     

Market and Issuer services

     439.9                22-28

Market Technology

     65.3                22-26
         

Total customer relationships

     505.2               
         

Market technology:

     

Developed

     28.7                3

New

     4.5                10
         

Total market technology

     33.2               
         

Total intangible assets

     1,877.8 (ii)         
         

Total assets

   $ 1,952.5 (i)+(ii)   
         

Below is a discussion of the methods used to determine the fair value of OMX’s intangible assets and equity method investment, as well as a discussion of the estimated average remaining useful life of each intangible asset. The carrying value of all other assets and liabilities was deemed to approximate their estimated fair value.

This excerpt taken from the NDAQ 10-Q filed May 9, 2008.

Intangible Assets

The following table presents the details of the purchased intangible assets acquired in the OMX business combination. All purchased intangible assets are amortized using the straight-line method. See Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion.

 

     Increase in
Value
    Estimated Average
Remaining Useful Life
(in Years)

Equity method investment

   $ 74.7  (i)  
          
     Value      

Intangible assets:

    

Exchange and clearing registrations

     1,143.7     Indefinite

Trade name

     202.8     Indefinite

Customer relationships:

    

Market and Issuer services

     424.1     22-28

Market Technology

     165.3     21-25
          

Total customer relationships

     589.4    
          

Market technology:

    

Developed

     67.4     3

New

     38.1     10
          

Total market technology

     105.5    
          

Total intangible assets

     2,041.4  (ii)  
          

Total assets

   $ 2,116.1  (i)+(ii)  
          

Below is a discussion of the methods used to determine the fair value of OMX’s intangible assets and equity method investment, as well as a discussion of the estimated average remaining useful life of each intangible asset. The carrying value of all other assets and liabilities was deemed to approximate their estimated fair value.

These excerpts taken from the NDAQ 8-K filed Jan 27, 2006.

Intangible Assets

 

The intangible assets are amortized on a straight-line basis over their respective estimated useful lives. Amortization expense was $4,747 for the three months ended September 30, 2005 and 2004, and $14,242 for the nine months ended September 30, 2005 and 2004. Estimated amortization expense for the remainder of the year and each of the next four years is as follows:

 

Remainder of year ending December 31, 2005

   $ 4,748

Year ending December 31, 2006

   $ 18,525

Year ending December 31, 2007

   $ 16,359

Year ending December 31, 2008

   $ 11,524

Year ending December 31, 2009

   $ 2,996

 

Intangible Assets

 

Information regarding the Company’s identifiable intangible assets is as follows:

 

    

Estimated

Life
(Years)


   December 31, 2004

   December 31, 2003

        Gross

   Accumulated
Amortization


    Net

   Gross

   Accumulated
Amortization


    Net

Technology

   7.0    $ 102,916    $ (46,294 )   $ 56,622    $ 102,916    $ (32,260 )   $ 70,656

Customer relationships

   4.3      24,778      (13,006 )     11,772      24,778      (8,050 )     16,728
         

  


 

  

  


 

Total

        $ 127,694    $ (59,300 )   $ 68,394    $ 127,694    $ (40,310 )   $ 87,384
         

  


 

  

  


 

 

Intangible assets arose in connection with the Company’s acquisitions of ProTrader in October 2001, Island in September 2002, and Bridge in March 2005 (see Note 3). The intangible assets are amortized on a straight-line basis over their respective estimated useful lives.

 

16


Instinet Group Incorporated

Notes to Consolidated Financial Statements

(In thousands, except per share amounts)

 

During the fourth quarter of 2003, the Company wrote off a net book value of $21,668 for the impairment of intangible assets. The write off consisted of $20,148 in technology and $1,520 in trade name assets. The impairment charge was based on the application of annual impairment tests prescribed by current accounting standards.

 

Amortization expense was $18,990, $25,900 and $16,088 for the years ended December 31, 2004, 2003 and 2002, respectively. Estimated amortization expense for each of the next 5 years is as follows:

 

Year ending December 31, 2005

   $ 18,990

Year ending December 31, 2006

   $ 18,525

Year ending December 31, 2007

   $ 16,359

Year ending December 31, 2008

   $ 11,524

Year ending December 31, 2009

   $ 2,996

 

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