NDAQ » Topics » Purchase Acquisitions

This excerpt taken from the NDAQ 10-Q filed Nov 8, 2006.

Purchase Acquisitions

In September 2006, we acquired PrimeZone Media Network, Inc., or PrimeZone, a privately held, California-based firm specializing in press release newswire and multimedia services, for $18.0 million in cash, subject to post-closing adjustments. In February 2006, we acquired Shareholder.com, a privately held, Massachusetts-based firm specializing in shareholder communications and investor relations intelligence services, for $40.0 million in cash, subject to post-closing adjustments. We operate PrimeZone and Shareholder.com as wholly-owned subsidiaries and they are included in our Issuer Services segment. The condensed consolidated financial statements include the operating results from the dates of acquisition.

 

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Table of Contents

The following table presents a summary of the PrimeZone and Shareholder.com acquisitions:

 

    

Purchase

Consideration

   

Total Net Assets (Liabilities)

Acquired

   

Purchased

Intangible Assets

   Goodwill
    

(in thousands)

PrimeZone

   $ 18,000 (1)   $ (1,300 )   $ 5,170    $ 12,296

Shareholder.com

   $ 40,000     $ (2,069 )   $ 10,159    $ 31,910

(1) Includes $1.8 million included in compensation and benefits expense in the Condensed Consolidated Statements of Income related to incentive payments.

We will finalize the purchase price allocations for both the PrimeZone and Shareholder.com acquisitions within one year from the purchase dates. We expect future adjustments related to taxes and settlement of post-closing adjustments. See Note 4, “Goodwill and Purchased Intangible Assets,” for further discussion.

The following table presents the details of the purchased intangible assets acquired in the PrimeZone and Shareholder.com acquisitions. All purchased intangible assets are amortized using the straight-line method.

 

     Technology    Customer
Relationships
   Other    Total
    

Estimated

Useful Life

(in Years)

   Amount   

Estimated

Useful Life

(in Years)

   Amount   

Estimated

Useful Life

(in Years)

  Amount    Amount
     (in thousands, except years)     

PrimeZone

   5    $ 1,600    11    $ 3,100    3-5(1)   $ 470    $ 5,170

Shareholder.com

   5    $ 959    11    $ 6,800    Indefinite(2)   $ 2,400    $ 10,159

(1) Includes non-compete agreements which have estimated useful lives of 3 years and the PrimeZone trade name which we determined to have an estimated useful life of 5 years.
(2) Represents the Shareholder.com trade name which we determined to have an indefinite estimated useful life.
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