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. During the three months ended March 31, 2013, transaction costs such as legal, regulatory, accounting, tax, valuation and other professional services were $1.4 million.

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 March 31, 2013, Xtrakter-related revenue and net income of $1.9 million and $0.1 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 three months ended March 31, 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.


	Three Months Ended March 31, 2013
	(In thousands, except per share amounts)
Revenues	$	57,575
Income before income taxes	$	24,707
Net income	$	15,561
Basic net income per common share	$	0.42
Diluted net income per common share	$	0.41