Summary
This Form 8-K/A filing from The Nasdaq Stock Market, Inc. (Nasdaq) serves as an amendment to a previous 8-K filing, providing essential financial disclosures related to its acquisition of Toll Associates LLC and its subsidiaries, including Brut, LLC. The amendment details the financial statements of the acquired business and presents unaudited pro forma combined financial information that illustrates the impact of the acquisition on Nasdaq's financial position and results of operations as if the transaction had occurred at earlier dates. Key financial data presented includes the audited consolidated financial statements of Toll Associates LLC for the year ended December 31, 2003, and unaudited condensed financial statements for the six months ended June 30, 2004. The pro forma statements combine Nasdaq's and Toll's historical financials, showing the potential combined entity's performance and balance sheet as of June 30, 2004, and for the six months and full year ended December 31, 2003. This provides investors with a clearer picture of the financial implications of integrating Toll and Brut into Nasdaq's operations.
Key Highlights
- 1Nasdaq filed an 8-K/A amendment to provide required financial disclosures for its acquisition of Toll Associates LLC (and its subsidiaries, including Brut, LLC).
- 2The filing includes audited financial statements for Toll Associates LLC for the year ended December 31, 2003, and unaudited interim financials for the six months ended June 30, 2004.
- 3Unaudited pro forma condensed combined financial statements are provided, showing the combined entity's financial position and results of operations as if the acquisition had occurred on specific past dates.
- 4The acquisition purchase price was $190.0 million in cash, subject to post-closing adjustments, with an additional $3.3 million in direct acquisition costs.
- 5The purchase price allocation resulted in $141.7 million of goodwill and $42.0 million in identifiable intangible assets (Technology and Customer Relationships).
- 6Pro forma adjustments were made to eliminate intercompany transactions and reflect the accounting treatment of the acquisition, including changes in revenue, costs, and expenses.
- 7The pro forma statements indicate a combined net income of $8.775 million for the six months ended June 30, 2004, and a net loss of $48.099 million for the year ended December 31, 2003.