Acquisitions- Goodwill and Intangible Assets | 3. ACQUISITIONS - GOODWILL AND INTANGIBLE ASSETS Vest Financial Group Inc. In January 2016, the Company, through its subsidiary CBOE Vest, LLC, acquired a majority of the outstanding equity of Vest, an asset management firm that provides options-based investments through structured protective strategies and innovative technology solutions which allows for enhanced integration of our proprietary products, strategy indexes and options expertise. The purchase price consisted of $18.9 million in cash, reflecting payments of $14.9 million to former stockholders and $4.0 million to Vest for newly issued shares, and represented an ownership interest of 60% resulting in the consolidation of the operations. The purchase price was allocated on a preliminary basis, subject to final allocation, to the assets acquired based on their fair values at the acquisition date. (amounts in thousands) Purchase Price $ 18,900 Fair Value of Assets Acquired: Cash $ 4,700 Intangible assets 8,000 Goodwill 18,800 Total Assets Acquired $ 31,500 Redeemable noncontrolling interests 12,600 Net Assets Acquired $ 18,900 The remaining 40% noncontrolling interest is held by the remaining Vest stockholders. The remaining Vest stockholders have a put option that can be exercised to Vest and Vest has a call option that can be exercised to the remaining stockholders. The put and call options can be exercised after five years though they could be accelerated by certain employment-related actions. The combination of the noncontrolling interest and a redemption feature resulted in a redeemable noncontrolling interest, which is classified outside of permanent equity on the condensed consolidated balance sheet. In addition to the tangible and intangible assets, goodwill totaling $18.8 million was recorded in connection with the acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents potential future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not expected to be deductible for tax purposes. Pro forma financial information has not been provided as the Vest acquisition is not material to our consolidated balance sheets, statements of income, comprehensive income or cash flows and did not meet the conditions of a significant subsidiary under Rule 1-02 of Regulation S-X. Vest - Intangible Assets Intangible assets totaling $8.0 million were recorded in 2016 in connection with the acquisition of Vest and include: customer relationships, trade names, and technology. Intangible assets and related accumulated amortization consisted of the following as of June 30, 2016 (in thousands): As of June 30, 2016 Estimated Useful Lives Customer relationships $ 3,000 9 years Trade names 1,000 7 years Technology 4,000 5 years Total Intangible Assets Acquired 8,000 Less accumulated amortization 638 Total Intangibles, net $ 7,362 For the three and six months ended June 30, 2016 , amortization of Vest intangible assets was $0.3 million and $0.6 million , respectively. The remaining weighted average useful lives of the intangible assets is 5.9 years as of June 30, 2016 . The future expected amortization expense from the intangible assets related to the Vest acquisition as of June 30, 2016 is as follows (in thousands): Year Amortization expense 2016 (1) $ 638 2017 1,276 2018 1,276 2019 1,276 2020 1,276 Total $ 5,742 (1) Includes expected amortization for the remaining six months of 2016. Livevol, Inc. On August 7, 2015, the Company acquired the market data services and trading analytics platforms of Livevol, Inc. ("Livevol"), which included Livevol Core, Livevol Pro and Livevol X trading analytics platforms, as well as Livevol Enterprise and other market data solutions products. The purchase price consisted of $7.0 million cash, including $4.0 million paid to existing Livevol debt holders and $3.0 million to Livevol owners, upon closing plus contingent consideration based on achievement of certain performance targets, measured at nine and eighteen months from the acquisition date of August 7, 2015. The purchase price was allocated on a preliminary basis, subject to final allocation, to the assets acquired based on their fair values at the acquisition date. The acquisition included tangible and intangible assets totaling $0.1 million and $2.6 million , respectively. The tangible assets primarily reflect computer hardware and intangible assets include: customer relationships, trade names, existing technology, non-compete agreements and a leasehold right. In addition to the assets, goodwill totaling $7.7 million was recorded in connection with the acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents potential future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is expected to be fully deductible for tax purposes. As of June 30, 2016 , the company recorded contingent consideration of $3.4 million , which is based on management's estimate of the performance target achievement by Livevol. If Livevol were to exceed management's estimates it could result in an additional payment in excess of the recorded contingent consideration. Livevol - Intangible Assets Intangible assets totaling $2.6 million were recorded in 2015 in connection with the acquisition of Livevol include: customer relationships, trade names, existing technology, non-compete agreements and leasehold rights. Intangible assets and related accumulated amortization consisted of the following as of June 30, 2016 (in thousands): As of June 30, 2016 Estimated Useful Lives Customer relationships $ 910 13 years Trade names 370 10 years Technology 1,130 2-5 years Other 150 1-4 years Total 2,560 Less accumulated amortization 400 Total Intangibles, net $ 2,160 For the three and six months ended June 30, 2016 , amortization of Livevol intangible assets was $0.1 million and $0.2 million , respectively. The remaining weighted average useful lives of the intangible assets is 7.8 years as of June 30, 2016 . The future expected amortization expense from the intangible assets related to the Livevol acquisition as of June 30, 2016 is as follows (in thousands): Year Amortization expense 2016 (1) $ 217 2017 379 2018 349 2019 309 2020 206 Total $ 1,460 (1) Includes expected amortization for the remaining six months of 2016. |