8-K/A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(AMENDMENT NO. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2023

 

 

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38855   52-1165937
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

151 W. 42nd Street,
New York, New York
  10036
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: +1 212 401 8700

No change since last report

(Former Name or Address, If Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share   NDAQ   The Nasdaq Stock Market
4.500% Senior Notes due 2032   NDAQ32   The Nasdaq Stock Market
0.900% Senior Notes due 2033   NDAQ33   The Nasdaq Stock Market
0.875% Senior Notes due 2030   NDAQ30   The Nasdaq Stock Market
1.75% Senior Notes due 2029   NDAQ29   The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Explanatory Note

In a Current Report on Form 8-K filed on November 3, 2023 (the “Initial 8-K”), Nasdaq, Inc., a Delaware corporation (“Nasdaq”) disclosed, among other things, that it had completed on November 1, 2023 its previously announced acquisition of Adenza Holdings, Inc., a Delaware corporation (“Adenza”), pursuant to the Agreement and Plan of Merger, dated as of June 10, 2023 (the “Merger Agreement”), by and among Nasdaq, Argus Merger Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nasdaq (“Merger Sub 1”), Argus Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Nasdaq (“Merger Sub 2”), Adenza and Argus Seller, LP (f/k/a Adenza Parent, LP), a Delaware limited partnership (“Seller”). Pursuant to the terms of the Merger Agreement, Merger Sub 1 merged with and into Adenza (the “First Merger”), with Adenza surviving the First Merger (the “Surviving Corporation”) and continuing as a wholly owned subsidiary of Nasdaq. Immediately following the First Merger, the Surviving Corporation merged with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger and continuing as a wholly owned subsidiary of Nasdaq.

This Amendment No. 1 amends the Initial 8-K to include (1) the historical financial statements of Adenza and the unaudited pro forma financial information of the combined company required by Items 9.01(a) and 9.01(b) of Form 8-K, which were excluded from the Initial 8-K in reliance on the instructions to such items and (2) a presentation relating to Adenza’s historical financial results. This Amendment No. 1 does not amend any other item of the Initial 8-K.

Item 7.01. Regulation FD Disclosure.

On January 17, 2024, Nasdaq posted a presentation relating to Adenza’s historical financial results on the investor relations section of its website at http://ir.nasdaq.com/. The presentation includes information not previously made publicly available and will be used in connection with meetings with investors, analysts and other parties from time to time and for general marketing purposes.

The information set forth under this Item 7.01 Regulation FD Disclosure is intended to be furnished pursuant to Item 7.01. Such information shall not be deemed “filed” for purposes of the U.S. Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the U.S. Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Adenza as of and for the years ended December 31, 2022 and 2021, and the accompanying notes thereto, are attached as Exhibit 99.1 hereto and incorporated herein by reference.

The unaudited consolidated financial statements of Adenza as of and for the three and nine-months ended September 30, 2023 and 2022, and the accompanying notes thereto, are attached as Exhibit 99.2 hereto and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of the combined company as of September 30, 2023 and the unaudited pro forma condensed combined statements of income of the combined company for the year ended December 31, 2022 and the interim period ended September 30, 2023, and the accompanying notes thereto, are attached as Exhibit 99.3 hereto and incorporated by reference herein.


(d) Exhibits.

 

Exhibit No.   

Exhibit Description

23.1    Consent of BDO USA, P.C., independent registered public accounting firm of Adenza.
99.1    Audited consolidated financial statements of Adenza as of and for the years ended December 31, 2022 and 2021, and the accompanying notes thereto.
99.2    Unaudited consolidated financial statements of Adenza as of and for the three and nine-months ended September 30, 2023 and 2022, and the accompanying notes thereto.
99.3    Unaudited pro forma condensed combined financial information of Nasdaq for the year ended December 31, 2022 and as of and for the interim period ended September 30, 2023, and the accompanying notes thereto.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 17, 2024   NASDAQ, INC.
    By:  

/s/ John A. Zecca

    Name:   John A. Zecca
    Title:   Executive Vice President and Chief Legal Officer
EX-23.1

Exhibit 23.1

Consent of Independent Auditor

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-255666) and Form S-8 (No. 333-239891, No. 333-225218, No. 333-196838, No. 333-167724, No. 333-167723, No. 333-110602, No. 333-106945, No. 333-76064, No. 333-72852, No. 333-70992, and No. 333-265824) of Nasdaq, Inc. of our report dated August 15, 2023, relating to the consolidated financial statements of Adenza Holdings, Inc., which appears in this Form 8-K/A of Nasdaq, Inc.

/s/ BDO USA, P.C.

New York, NY

January 17, 2024

 

EX-99.1

Exhibit 99.1

Adenza Holdings, Inc. and Subsidiaries

Consolidated Financial Statements

Year Ended December 31, 2022 and 2021

The report accompanying these financial statements was issued by

BDO USA, P.C, a Virginia professional corporation and the U.S. member of BDO

International Limited, a UK company limited by guarantee.


Adenza Holdings, Inc. and Subsidiaries

 

 

Consolidated Financial Statements

Year Ended December 31, 2022 and 2021


Adenza Holdings, Inc. and Subsidiaries

Contents

 

 

 

Independent Auditor’s Report

     3-4  

Consolidated Financial Statements

  

Consolidated Balance Sheet
as of December 31, 2022 and 2021

     5  

Consolidated Statements of Operations
for the Year ended December 31, 2022 and 2021

     7  

Consolidated Statements of Comprehensive Loss
for the Year ended December 31, 2022 and 2021

     8  

Consolidated Statements of Changes in Stockholders’ Equity
for the Year ended December 31, 2022 and 2021

     9  

Consolidated Statements of Cash Flows
for the Year ended December 31, 2022 and 2021

     10  

Notes to Consolidated Financial Statements

     12-39  

 

 

2


LOGO   

Tel: 212-885-8000

Fax: 212-697-1299

www.bdo.com

  

BDO

200 Park Avenue

New York, NY 10166

USA

Independent Auditor’s Report

Board of Directors

Adenza Holdings, Inc.

New York, New York

Opinion

We have audited the consolidated financial statements of Adenza Holdings, Inc. and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued or available to be issued.

 

3


LOGO

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

 

   

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

   

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 

   

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

   

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 

   

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

LOGO

New York, New York

August 15, 2023

 

4


Adenza Holdings, Inc. and Subsidiaries

Consolidated Balance Sheet

 

 

(USD 000)

   December 31, 2022      December 31, 2021  

Assets

     

Current Assets

     

Cash and cash equivalents

     185,469        190,657  

Restricted cash

     916        517  

Accounts receivable, net

     125,991        101,061  

Unbilled receivables

     126,273        103,129  

Prepaid expenses and other current assets

     10,469        8,329  

Deferred contract costs

     3,618        1,778  

Prepaid income taxes

     5,724        5,707  
  

 

 

    

 

 

 

Total Current Assets

     458,460        411,178  

Unbilled receivables, noncurrent

     32,155        44,832  

Goodwill

     3,679,682        3,679,682  

Intangible assets, net

     1,943,620        2,094,412  

Property and equipment, net

     8,745        8,494  

Right-of-use assets

     17,037        29,967  

Deferred contract costs, noncurrent

     11,194        6,496  

Deferred tax assets

     2,865        2,793  

Restricted Cash

     986        674  

Prepaid expenses

     327        418  

Equity Investment

     2,498        2,389  

Other long-term assets

     2,220        3,016  
  

 

 

    

 

 

 

Total Assets

     6,159,789        6,284,351  
  

 

 

    

 

 

 

The remainder of this page intentionally left blank.

 

5


Adenza Holdings, Inc. and Subsidiaries

Consolidated Balance Sheet

 

 

(USD 000)

   December 31, 2022     December 31, 2021  

Liabilities and Stockholders’ Equity

    

Current Liabilities

    

Current maturities of long-term debt

     21,027       20,475  

Accounts payable

     6,363       2,481  

Income taxes payable

     9,540       3,974  

Accrued expenses

     54,750       60,234  

Deferred revenue

     176,949       161,124  

Lease liabilities

     4,954       5,390  
  

 

 

   

 

 

 

Total Current Liabilities

     273,583       253,678  

Long-term debt, less current maturities

     1,958,471       1,971,048  

Lease liabilities

     17,877       24,526  

Other long-term liabilities

     2,597       2,257  

Deferred revenue, net of current portion

     12,272       2,554  

Deferred tax liabilities

     358,707       427,174  
  

 

 

   

 

 

 

Total Liabilities

     2,623,507       2,681,237  
  

 

 

   

 

 

 

Contingencies (Note 10)

    

Stockholders’ Equity

    

Capital Structure

    

Class C common Shares, $0.001 par value, 100,000 shares authorized, 23,989 and 24,028 shares issued and outstanding as of December 31, 2022 and 2021, respectively, aggregate liquidation value $2,764,221

     —       —  

Class A common Shares, $0.001 par value, 100,000 shares authorized, 10,416 shares issued and outstanding as of December 31, 2022 and 2021, respectively, aggregate liquidation value $1,317,321

     —       —  

Class B common Shares, $0.001 par value, 11,000,000 shares authorized, 8,857,511 shares issued and outstanding as of December 31, 2022 and 2021, respectively

     9       9  

Class D common Shares, $0.001 par value, 100,000,000 shares authorized, 7,019,028 and 6,378,538 shares issued and outstanding as of December 31, 2022 and 2021, respectively

     7       7  

Additional paid-in capital

     3,705,119       3,709,405  

Accumulated deficit

     (134,384     (90,058

Accumulated other comprehensive income

     (34,469     (16,249
  

 

 

   

 

 

 

Total Stockholders’ Equity

     3,536,282       3,603,114  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

     6,159,789       6,284,351  
  

 

 

   

 

 

 

 

* 

Represents value less than $1,000

The accompanying notes are an integral part

of these consolidated financial statements.

 

6


Adenza Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

 

 

(USD 000)

   Year ended
December 31,
2022
    Year ended
December 31,
2021
 

Net Sales

     513,725       293,609  
  

 

 

   

 

 

 

Cost of sales

     96,707       58,059  

Cost of sales – Stock Appreciation Rights (SARs) and stock-based compensation

     —         4,897  

Amortization of Developed Technology

     61,068       34,516  
  

 

 

   

 

 

 

Gross Profit

     355,950       196,137  
  

 

 

   

 

 

 

Research and development

     56,856       45,412  

Selling, general, and administrative

     75,882       57,031  

Depreciation and amortization

     101,709       62,700  

SARs and stock-based compensation

     —         13,575  

Re-organization costs (Note 11)

     18,083       9,457  

Transaction Costs

     1,097       6,804  
  

 

 

   

 

 

 

Income from Operations

     102,323       1,158  
  

 

 

   

 

 

 

Other (Expense)/ Income

    

Interest expense

     (172,980     (91,223

Interest income

     711       143  

Loss on foreign currency transactions

     (701     (14,947

Other Income / (Expense)

     1,210       (53
  

 

 

   

 

 

 

Loss Before Provision for Income Taxes

     (69,437     (104,922

Benefit for Income Taxes (Note 12)

     25,111       32,204  
  

 

 

   

 

 

 

Net Loss

     (44,326     (72,718
  

 

 

   

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

The remainder of this page intentionally left blank.

 

7


Adenza Holdings, Inc. and Subsidiaries

 

Consolidated Statements of Comprehensive Loss

 

 

(USD 000)

   Year ended
December 31,
2022
    Year ended
December 31,
2021
 

Net Loss

     (44,326     (72,718

Other Comprehensive Expense

    

Unrealized loss on foreign currency translation

     (18,220     (23,360
  

 

 

   

 

 

 

Comprehensive Loss

     (62,546     (96,078
  

 

 

   

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

The remainder of this page intentionally left blank.

 

8


Adenza Holdings, Inc. and Subsidiaries

 

Consolidated Statements of Changes in Stockholders’ Equity

 

 

(USD 000)

   Class C common
Shares
    Class A common
Shares
    Class B common
Shares
     Class D common
Shares
    Additional
Paid-In Capital
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
(Loss) Income
    Total  

Opening Balance, December 31, 2020

     —         —       9        —         1,271,412       (17,340     7,111       1,261,192  

Shares issued

     —       —       —          7       2,440,124       —         —         2,440,131  

Net loss

     —         —         —          —         —         (72,718     —         (72,718

Repurchase of class C common shares

     —         —         —          —       (2,131     —         —         (2,131

Unrealized loss on currency translation

     —         —         —          —         —         —         (23,360     (23,360
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2021

     —       —       9        7       3,709,405       (90,058     (16,249     3,603,114  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     —         —         —          —         —         (44,326     —         (44,326

Repurchase of class C common shares

     —       —         —          —       (4,286     —         —         (4,286

Unrealized loss on currency translation

     —         —         —          —         —         —         (18,220     (18,220
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, December 31, 2022

     —       —       9        7       3,705,119       (134,384     (34,469     3,536,282  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*   Represents value less than $1,000

  

The accompanying notes are an integral part

of these consolidated financial statements.

The remainder of this page intentionally left blank.

 

9


Adenza Holdings, Inc. and Subsidiaries

 

Consolidated Statements of Cash Flows

 

 

(USD 000)

   Year ended
December 31, 2022
    Year ended
December 31, 2021
 

Cash Flows from Operating Activities

    

Net loss

     (44,326     (72,718

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization of property and equipment

     3,183       2,014  

Amortization of debt issuance costs

     7,898       4,490  

Amortization of deferred contract costs

     2,625       675  

Amortization of intangible assets

     159,594       95,202  

Impairment of leasehold improvement

     1,201       —    

Impairment of right-of-use assets

     5,735       —    

Deferred income tax

     (67,628     (49,836

Changes in assets decrease / (increase):

    

Accounts receivable

     (25,025     (51,538

Unbilled receivables

     (11,788     456  

Prepaid expenses and other current assets

     (1,960     (36

Deferred contract costs

     (9,178     (7,919

Prepaid income taxes

     (17     2,047  

Other assets

     515       (647

Changes in liabilities increase / (decrease):

    

Accounts payable

     3,910       (1,705

Income taxes payable

     6,087       3,477  

Accrued expenses

     (4,520     (3,744

Other current liabilities

     —         (3,029

Other long-term liabilities

     662       497  

Deferred revenue

     26,398       92,994  
  

 

 

   

 

 

 

Net Cash Provided by Operating Activities

     53,366       10,680  
  

 

 

   

 

 

 

Cash Flows from Investing Activities

    

Capitalized software development costs

     (20,377     (9,625

Capitalized software implementation costs and other intangibles

     (2,580     (2

Purchase of property and equipment

     (5,017     (1,851

Disposal of property and equipment

     2       —    

Payment to previous owners on the Merger

     —         (438

Business acquisition, net of cash acquired

     —         (3,815,349
  

 

 

   

 

 

 

Net Cash Used in Investing Activities

     (27,972     (3,827,265
  

 

 

   

 

 

 

Cash Flows from Financing Activities

    

Issuance of long-term debt

     —         1,550,000  

Issuance of common stock

     —         2,422,315  

Repurchase of class C common shares

     (4,286     (2,131

Payments made for debt issuance costs

     —         (36,053

Payments of debt

     (20,475     (12,738
  

 

 

   

 

 

 

Net Cash (Used in) / Provided by Financing Activities

     (24,761     3,921,393  
  

 

 

   

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash

     (5,110     (2,992
  

 

 

   

 

 

 

Net (Decrease) / Increase in Cash and Cash Equivalents and Restricted Cash

     (4,477     101,816  

Cash and Cash Equivalents and Restricted Cash, beginning of period

     191,848       90,032  
  

 

 

   

 

 

 

Cash and Cash Equivalents and Restricted Cash, end of period

     187,371       191,848  
  

 

 

   

 

 

 

 

10


Adenza Holdings, Inc. and Subsidiaries

 

Consolidated Statements of Cash Flows

 

 

(USD 000)

            

Supplemental Disclosure of Cash Flow Information

    

Contribution of rollover equity in exchange for common stock

     —         17,816  

Increase in lease liabilities from obtaining right-of-use assets - ASC 842 adoption

     —         9,097  

Increase in lease liabilities from obtaining right-of-use assets

     2,907       23,914  

Reduction in lease liabilities due to remeasurement and termination

     (4,652     —    

Cash paid during the period for income taxes

     36,245       10,952  

Cash paid during the period for interest

     164,502       89,810  
  

 

 

   

 

 

 

Reconciliation of Cash and Cash Equivalents and Restricted Cash

 

 

(USD 000)

   December 31, 2022      December 31, 2021  

Cash and cash equivalents

     185,469        190,657  

Current, Restricted cash

     916        517  

Non-current, Restricted cash

     986        674  
  

 

 

    

 

 

 

Total Cash and Cash Equivalents and Restricted Cash

     187,371        191,848  
  

 

 

    

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

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11


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

1. Nature of Operations and Principles of Consolidation

Business Activity

Adenza Holdings, Inc. and Subsidiaries (collectively, the Company) provide software solutions for enterprise risk management, data management, regulatory reporting, and compliance requirements of financial institutions. The Company’s software provides a comprehensive solution for all levels of regulatory and management financial reporting, and complete integration, and provides a data-warehousing platform for risk data, market data, front/middle/back-office data, reference data, and operational loss data. It enables clients to automate and streamline business operations while optimizing processes, systems, data enrichment, and transparency to enhance decision-making and reduce operational costs. This is offered on-premises or in a software-as-a-service model.

Consulting services of the Company include systems specification, design, resource scheduling, project management, and regulatory reporting and integration.

On October 17, 2020, Adenza Group, Inc. (Group), a subsidiary of the Company, entered into an Agreement and Plan of Merger (as amended and restated on November 4, 2020, the Agreement), whereby Project Agile Parent, LLC (Adenza Parent) agreed to acquire Group, pursuant to the terms and conditions of the Agreement through a merger of Project Agile Merger Sub, Inc. with and into Group (the Merger). The Merger closed on December 3, 2020, pursuant to the filing of a Certificate of Merger with the Secretary of State of the State of Delaware.

On March 19, 2021, Group entered into an Agreement with shareholders of Calypso Group Lux S.C.A. to acquire Calypso Group Lux S.C.A. and its subsidiaries (collectively, the Calypso Group) through its subsidiary Capri Bidco Limited (as amended and restated on July 22, 2021, the Agreement), pursuant to the terms and conditions of the Agreement (the Acquisition). Stock transfer forms for the change of ownership were executed on July 22, 2021, the date of acquisition.

Impact of war between Russia and Ukraine

Following the invasion of Ukraine by Russia, Adenza concluded that its ongoing presence in Russia was inconsistent with its values as an organization and discontinued all operations in Russia by the end of 2022. All employment contracts and contracts with Russian customers have been terminated. The Company recorded a $6.4 million loss in revenue in 2022 due to the contract terminations.

Adenza has two Russian subsidiaries, one has been placed into liquidation in February 2023 and the other is dormant pending liquidation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

 

12


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

The consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand (USD 000), except when otherwise indicated. The consolidated financial statements provide comparative information for the previous period. The current year results are not comparable with the previous period since current year results include the operations of the Calypso Group for the entirety of the year ended December 31, 2022 while the prior year results include the operations of Calypso Group subsequent to the acquisition date.

Certain amounts in prior year’s financial statements have been reclassified to conform to current year’s financial presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates, judgments, and assumptions in these consolidated financial statements include those related to the valuation of goodwill and intangible assets, useful lives of assets for calculating depreciation and amortization, valuation of long-lived assets, allowances for doubtful accounts, valuation of deferred tax assets, provisions for uncertain tax positions, assumptions used for the valuation of stock-based compensation, and in the allocation of a transaction price to distinct performance obligations in connection with revenue recognition.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows:

Level 1 - Valuations are based on quoted prices for identical assets and liabilities in active markets.

Level 2 - Valuations are based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Valuations are based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

 

13


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

At December 31, 2022 and 2021, the fair value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, unbilled receivable, accounts payable, and accrued expenses, approximated book value due to the short maturity of these instruments. The carrying amount of restricted cash approximates fair value because, as the restrictions expire, the carrying value represents the amount that the Company will receive. Liabilities are shown net of any discounts.

At December 31, 2022 and 2021, the Company does not have assets or liabilities required to be measured at fair value in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents are related to funds deposited into money market funds and other short-term certificates of deposit.

Restricted Cash

Amounts included in restricted cash as of December 31, 2022 and 2021 pertain to certain customer and lease deposits.

Accounts Receivable

Accounts receivable consists of trade receivables recorded at the original invoice amount less an estimate made for uncollectible accounts. The Company analyzes the collectability of trade accounts receivable by considering historical bad debts, client creditworthiness, current economic trends, changes in client payment terms, and collection trends when evaluating the adequacy of the allowance for doubtful accounts. Any change in the assumptions used in analyzing a specific account receivable may result in an allowance for doubtful accounts being recognized in the period in which the change occurs. Trade receivables are net of allowances for doubtful accounts of $1.1 million and $1.6 million as of December 31, 2022 and 2021, respectively. In certain instances, in accordance with ASC 606, the Company will not recognize revenue when there is uncertainty as to the collectability of amounts due under the contract. Such occurrences have been infrequent and immaterial to the consolidated financial statements.

Property and Equipment

Property and equipment are stated at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets. Furniture and fixtures, computer equipment, and leasehold improvements are depreciated over the shorter of the remaining term of the related lease or the estimated economic useful life of the improvement.

Foreign Currency Translation

For all foreign operations, the functional currency is their respective local currency. Transactions in foreign currencies are translated into the respective functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange differences arising from the settlement of such transactions and from the translation at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in Consolidated statements of operations.

 

14


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

At the time of the Acquisition, the Company entered a forward cover to purchase EUR 270 million to pay off the EUR debt of the Calypso Group. This resulted in a loss of $11.8 million shown as part of “Loss on foreign currency transactions” in the Consolidated Statements of Operations for the year ended December 31, 2021.

Assets and liabilities of these operations are translated into U.S. dollars using the exchange rates in effect at the consolidated balance sheet date. Consolidated statements of operations accounts are translated at the average rate of exchange prevailing during the year ended December 31, 2022 and 2021. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss.

Impairment of Long-Lived Assets

Long-lived assets consist primarily of Intangibles, property and equipment. The Company evaluates these long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.

When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. No impairment loss was recorded for the year ended December 31, 2022 and 2021.

Equity Investment

Associates are those entities over which the Company has significant influence (defined as the ability to participate in the financial and operating decisions of the investee but not control over those policies) but are not subsidiaries. The results of associates are incorporated in these consolidated financial statements using the equity method of accounting, under which investments in associates are carried in the consolidated Balance sheet at cost as adjusted for post-acquisition changes in the Company’s share of net assets of the associate less any impairment in the value of individual investments.

As part of the Acquisition, the Company acquired an investment in Sernova Financials Limited (“Sernova”) at a value of $2.4 million in which the Calypso Group held 19.5% of outstanding share capital. For the years ended December 31, 2022 and 2021, the Company recorded its share of Sernova’s profit $0.1 million and $0.01 million respectively in Other (Expense)/ Income in the consolidated Statements of Operations.

There is also a Subscription agreement between Calypso Technology Inc and Sernova wherein Calypso provides cloud-hosted software to Sernova, which Sernova uses for the sole purpose of providing a fully managed service to its end clients. Sernova pays subscription fees to Calypso for using the cloud-hosted Calypso software and such subscription fees are a percentage of the fee charged by Sernova to its end clients.

The subscription fee percentage is 50% of Sernova’s revenue from its customer up to $6.0 million annually and then it reduces by 5% for each incremental million-dollar annual revenue up to 35% for revenue above $8.0 million. For the years ended December 31, 2022 and 2021, the Company recorded subscription revenue of $4.25 million and $1.1 million, respectively. The Company had unbilled receivables outstanding of $0.9 million and $0.8 million as of December 31, 2022 and 2021, respectively.

 

15


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Accumulated Other Comprehensive Income

FASB ASC Topic 220, Reporting Comprehensive Income, establishes rules for the reporting of comprehensive income and its components. Comprehensive income is defined as all changes in equity from non-owner sources. For the Company, comprehensive loss consists of net loss and changes in the cumulative foreign currency translation adjustments.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Stock-Compensation. Under the fair value recognition provisions of this accounting guidance, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period.

As stock-based compensation expense recognized in the Company’s consolidated statements of operations is based on awards ultimately expected to vest, the amount of expense has been reduced for forfeitures as they occur, as permitted under FASB ASC Topic 718.

Pre-Merger share appreciation rights

Prior to the Merger, Group had granted share appreciation rights (SARs) to employees in 2019 and 2018. The vesting for these SARs and corresponding expense recognition was dependent on a “Milestone Event”, as well as time-based vesting conditions, which stipulate the on-going service of the recipient to Group. Once both criteria were met, Group would recognize an expense consistent with the fair value of the vested portion of the award, with a corresponding liability as awards are satisfied in cash. Further information regarding SARs can be found in Note 9.1.

Post-Merger incentive plan

Adenza Parent, L.P. (“Adenza Parent”), the ultimate holding company, implemented a management incentive plan in which it issues Class B Units of Adenza Parent (“Class B PIUs”) or Class B equity appreciation rights (the “Class B EARs” and collectively with the Class B PIUs, the “Awards”) to the Company’s employees for the performance of services. In 2023, 2022 and 2021, Adenza Parent allocated the awards to certain employees (“the Participants”).

Since the value of these awards were estimated to be insignificant at the time of the grant, there is no stock based compensation recognized within the Company’s consolidated statements of operations. The fair value was arrived using a discounted cash flow analysis and the market implications of the Merger transaction.

Developed Technology

The Company’s Developed technology includes the costs of internally developed software technology and software technology purchased through acquisition. In accordance with FASB ASC Topic 985, Software, the Company capitalizes costs incurred to develop software once technological feasibility has been reached which for the Company is defined as the earlier of when a detailed program plan is established, or a working model is created. Capitalized costs include costs to design the software configuration and interfaces, coding, installation, and testing, as well as development costs related to software enhancements that add functionality.

During the years ended December 31, 2022 and 2021, the Company capitalized such costs of $20.4 million and $9.6 million, respectively. These capitalized costs are amortized over the software’s expected useful life, which is generally five years. Amortization expense related to the Developed technology for the years ended December 31, 2022 and 2021 amounted to $61.1 million and $34.5 million, respectively.

 

16


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between financial statements carrying amounts of assets and liabilities and their respective tax basis. Deferred taxes are calculated using currently enacted income tax rates for the year in which they are recognized. The effect of a change in income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment of such rate change. A valuation allowance, if necessary, is recorded against deferred tax assets if utilization is not likely.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Should tax laws change, the Company’s tax expense and cash flows could be materially impacted.

401(k) Retirement Plan

Two subsidiaries of the Company in the United States maintain a qualified 401(k) plan for its eligible employees, who may elect to contribute voluntarily through payroll deductions, subject to certain statutory limitations as mentioned in the table below. One of the subsidiaries has elected to provide for a matching contribution while the other subsidiary has elected to not provide for a matching contribution. The Company contributed $0.5 million and $0.1 million towards employer contributions for the year ended December 31, 2022 and 2021, respectively.

 

            (USD 000)  

Year

   Basic Contribution Limit      Catch-Up Contribution (50 or older)  

2022

     20.5        6.5  

2021

     19.5        6.5  

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17


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Revenue Recognition

The Company derives substantially all of its revenues from selling licenses and maintenance for a fixed fee, and from providing consulting services. The Company’s agreements for licenses and maintenance generally have annual or multi-year terms. The Company typically invoices customers annually at the beginning of each annual contract period but may also invoice customers on a quarterly or monthly basis. Payments are generally due and payable upon receipt of invoice by the Company’s customers or within 30 days of the stated billing date.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

 

   

Identify the contract with a customer.

 

   

Identify the performance obligations in the contract.

 

   

Determine the transaction price.

 

   

Allocate the transaction price to performance obligations in the contract.

 

   

Recognize revenue as the performance obligation is satisfied.

The Company’s contracts may include one or any combination of the following products and services.

License and Solutions Reporting Templates

Licenses for on-premise software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual licenses or subscribe to time-based licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Revenue from distinct on-premise or time-based licenses is recognized upfront at the point in time when the software is made available to the customer as this is the point the user of the software can direct the use of and obtain substantially all of the remaining benefits from the software license.

Solutions Reporting Templates provide customers with one or more “Software Components” of the Company’s Regulatory Solutions software that are being licensed by a customer. Solutions Reporting Template contracts include two performance obligations: a term license to the on- premise software, and associated maintenance to provide technical support, bug fixes, and unspecified updates on a stand-ready basis.

When contracted with customers for on-premise use, license and solution revenue is recognized at a point in time when control is passed to the customer upon receipt of the license and solution. License maintenance and solution maintenance revenue is recognized over the contract term.

Cloud Services

The Company offers cloud services arrangements whereby the software is hosted and managed for certain customers. When contracted simultaneously with the Company’s software, there is a single performance obligation of the Company to maintain the use of the software. Revenue is recognized for such arrangements ratably over the duration of the contact.

 

18


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Consulting Services

Consulting is comprised of two types of services, implementation, and training. Implementation consists of services to implement the Company’s software for the client, including software installation, environment set-up, configuration of data sources, and models for uploading into the software, systems testing, and user testing. The Company offers training sessions for client users. Consulting services are typically billed on a time and expense basis. These are provided based on hourly or daily rates and revenue is recognized based on actual hours incurred. The Company also offers fixed price contract agreements and revenue is recognized using the input method to measure progress towards complete satisfaction of the services, because the customer simultaneously receives and consumes the benefits provided by the Company. In contracts with multiple performance obligations, we account for individual performance obligations separately if they are distinct. The input method is based upon hours consumed relevant to the total project.

For certain Regulatory Solutions, the Company allocates the transaction price to each performance obligation based on our relative standalone selling price out of total consideration of the contract. Standalone selling price is determined utilizing observable prices to the extent available based on a grouping of recent contracts with similar performance obligations. If the standalone selling price for a performance obligation is not directly observable, we use an estimate based on observable inputs.

For certain Capital Market Solutions, the Company determines standalone selling prices for professional services and software maintenance services for perpetual licenses using observable pricing as these are sold separately to its customers. As pricing for perpetual and time-based licenses is highly variable, the Company applies the residual approach when determining the standalone selling price of the perpetual license and time-based license and maintenance services bundle and does so by deducting the sum of the observable standalone selling prices of the other performance obligations in the contract from the transaction price.

Disaggregated Revenue Information

The following table provides the timing of revenue recognition of disaggregated revenue:

 

     (USD 000)  

December 31,

   2022      2021  

Over time

     393,615        206,591  

Point in time

     120,110        87,018  
  

 

 

    

 

 

 
     513,725        293,609  
  

 

 

    

 

 

 

Deferred Contract Costs

The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining customer contracts. Costs related to the initial signing of contracts are amortized over the average customer life, which has been estimated to be five years. The Company determined the period of benefit by taking into consideration the length of terms in its customer contracts, including renewals and extensions, the average customer life, and the expected useful life of the Company’s technology. Amounts expected to be recognized within one year of the balance sheet date are recorded as deferred contract costs, and the remaining portion is recorded as deferred contract costs, non-current in the consolidated balance sheets.

Amortization expense is included in selling, general, and administrative expense in the consolidated statements of operations.

 

19


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

The following table represents a roll forward of the Company’s deferred contract costs:

 

     (USD 000)  

Balance, December 31, 2020

     1,079  
  

 

 

 

Additions to deferred contract costs

     7,870  

Amortization of deferred contract costs

     (675
  

 

 

 

Balance, December 31, 2021

     8,274  
  

 

 

 

Additions to deferred contract costs

     9,163  

Amortization of deferred contract costs

     (2,625
  

 

 

 

Balance, December 31, 2022

     14,812  
  

 

 

 

Contract Assets (Unbilled Receivables) and Contract Liabilities (Deferred Revenue)

The Company records unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as the Company has an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. The Company records contract assets as amounts related to the contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced. The Contract asset balance was $158.4 million and $148.0 million as of December 31, 2022 and 2021, respectively, of which $126.3 million and $103.1 million are included in current assets as of December 31, 2022 and 2021, respectively. The remaining balance is presented within long term assets.

The Company records contract liabilities to deferred revenue when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts.

The following table represents a rollforward of the Company’s contract liabilities (deferred revenue):

 

     (USD 000)  

Balance, December 31, 2020

     5,304  
  

 

 

 

On acquisition of Calypso

     65,277  

Additions to deferred revenue

     307,887  

Reduction of deferred revenue

     (214,790
  

 

 

 

Balance, December 31, 2021

     163,678  
  

 

 

 

Additions to deferred revenue

     436,950  

Reduction of deferred revenue

     (411,407
  

 

 

 

Balance, December 31, 2022

     189,221  
  

 

 

 

Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as deferred revenue, net of current portion on the accompanying balance sheets.

Leases

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company applies a single recognition and measurement approach for all leases, except for short-term and low-value leases. The Company recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

 

20


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Right-of-use assets

The Company recognizes right-of-use assets at the commencement date of the lease. Right-of- use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Amortization of the right- of-use asset is calculated as the difference between the predetermined straight-line rent expense and the imputed interest on the lease liability.

Lease liabilities

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of Properties i.e., those leases that have a term of 12 months or less from the commencement date and do not contain a purchase option. The Company also applies the lease of low-value assets recognition exemption to leases that are low in value. Both of the above type of lease payments are recognized as expenses on a straight-line basis over the lease term.

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. The Company’s annual impairment assessment is performed at the end of each fiscal year or performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles – Goodwill and Other state that if an indicator of impairment exists then an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASC 350 also states that a reporting unit with a $0 or negative carrying amount is not required to perform a qualitative assessment. The Merger resulted in an acquisition of Goodwill of $1,125.0 million in 2020, which was increased by $0.4 million in 2021 due to the forfeiture of SARs. Further upon the Acquisition of Calypso, additional Goodwill of $2,554.3 million was recognized.

The Company analyzed its operational structure for the purpose of identifying reporting units in accordance with ASC 350 and determined that the Company’s operations comprise a single reporting unit. There were no indicators of impairment during the year and hence, the Company performed only the annual evaluation of the impairment. Such evaluation did not result in any impairment charge during the year ended December 31, 2022 and 2021.

 

21


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Intangible Assets

Definite-lived intangible assets are amortized over their respective estimated useful lives to their estimated residual values, in a pattern that reflects when the economic benefits will be consumed and are reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement. The Company reviews intangible assets subject to amortization for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized in an amount by which the carrying amount of the asset exceeds its fair value.

No impairment loss was recognized for intangible assets with definite lives during the year ended December 31, 2022 and 2021.

Intangible assets are amortized on a straight-line basis over their useful finite economic lives, as noted below, and are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The assessed useful life of customer relationships requires a high degree of management judgment and estimation. Such estimates are, in part, predicated upon assumed attrition and growth rates applicable to existing customers at the time of acquisition. If actual results deviate from these assumptions, it could result in an impairment or change in the estimated useful life that could have a material impact on future operating results.

 

            (USD 000)  

December 31,

   Useful lives      2022      2021  

Trademark

     8-10 years        130,763        130,616  

Developed technology

     5-7 years        391,223        372,639  

Customer relationships

     18-21 years        1,675,053        1,688,273  

Purchased software

     1.5-5 years        3,900        1,475  
     

 

 

    

 

 

 
        2,200,939        2,193,003  

Less: accumulated amortization

        (257,319      (98,591
     

 

 

    

 

 

 
        1,943,620        2,094,412  
     

 

 

    

 

 

 

Amortization on Intangible assets for the year ended December 31, 2022 and 2021 is $159.6 million and $95.2 million, respectively. The expected amortization expense for each of the fiscal years 2023 through 2027 and for periods thereafter is as follows:

 

Year ending December 31,

   (USD 000)  

2023

     162,820  

2024

     162,729  

2025

     162,469  

2026

     162,187  

2027

     138,822  

Thereafter

     1,154,593  
  

 

 

 

Total Intangible Assets, Net

     1,943,620  
  

 

 

 

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22


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

3. Purchase Accounting and Business Acquisition

The following table summarizes the fair values of the assets acquired and liabilities assumed on July 22, 2021, in connection with the Acquisition of the Calypso Group and is inclusive of all related acquisition accounting in the Company’s consolidated financial statements:

 

     (USD 000)  

Assets

  

Cash

     58,333  

Restricted Cash

     1,049  

Accounts receivable

     21,286  

Unbilled receivable

     108,885  

Prepaid expenses and other current assets

     6,496  

Prepaid income taxes

     10,547  

Property and equipment, net

     6,379  

Intangible assets- Purchased software

     1,473  

Intangible assets

     1,583,700  

Right of use assets

     21,417  

Goodwill

     2,554,292  

Other assets

     5,484  

Deferred tax assets

     1,655  
  

 

 

 

Total Assets Acquired

     4,380,996  
  

 

 

 

Liabilities

  

Accounts payable

     3,466  

Deferred revenue

     65,277  

Accrued expenses

     37,897  

Income tax payable

     639  

Other long-term reserves

     1,875  

Other liabilities

     318  

Lease liabilities

     21,173  

Deferred tax liabilities

     356,889  
  

 

 

 

Total Liabilities Assumed

     487,534  
  

 

 

 

Total Purchase Consideration

     3,893,462  
  

 

 

 

The purchase price for the Acquisition was allocated to intangible assets as follows: $80.0 million of trademarks, amortizable over a period of eight years, $1,247.5 million of customer relationships, amortizable over a period of twenty-one years, and $256.2 million of developed technology, amortized over a period of six years. The fair value of the acquired customer relations was determined using an excess earnings method. The fair value of the trademarks and developed technology was determined using a relief from royalty method.

The Acquisition resulted in the recognition of $2,554.3 million of goodwill. Goodwill largely consisted of the value of the acquired assembled workforce, the fair value of expected synergies, not including those available to market participants and premiums paid by the merging entity. As part of the purchase accounting, the Company recognized deferred tax liabilities resulting from temporary differences between the book and tax basis of acquired intangible assets.

 

23


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Transaction costs included in the accompanying consolidated statements of operations is $1.1 million and $6.6 million for the year ended December 31, 2022 and 2021, respectively.

During the year ended December 31, 2021, the Company adopted ASU 2021-08, which enables the Company to recognize deferred revenue acquired in a business combination as if it had originated from the contract. This accounting treatment was applied to the deferred revenue acquired in the Calypso Group acquisition.

4. Concentration of Risks Related to Credit, Foreign Operations, and Foreign Currencies

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, deposits with banks and financial institutions including restricted balances as well as exposure to customers including accounts receivables and unbilled receivable. The Company maintains cash balances in several United States financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per institution. Beyond the United States of America, the Company has cash balances covered by comparable insurance based on local regulations. From time to time, the Company’s balances may exceed these limits however balances are held with financial institutions with high credit standing.

The Company performs ongoing evaluations of its customers’ financial condition and maintains an allowance for uncollectible accounts receivable based upon the expected collectability of all accounts receivable, using the provision matrix and the specific identification method. The Company does not require collateral from its customers. The Company is not able to predict changes in the financial stability of its customers. In cases when a delinquency in payments occurs, the Company may withhold services delivery under current implementation, discontinue support or limit the right to use its software.

As of December 31, 2022, and 2021, there is no geographical concentration of credit risk as the Company’s customer base is internationally dispersed and no individual customer represents more than 10% of the Company’s outstanding trade and other unbilled receivables balances or more than 10% of the Company’s revenue in any of the periods presented.

At December 31, 2022 and 2021, geographic concentrations of net assets by countries outside the United States were as follows:

 

     (USD 000)  

December 31,

   2022      2021  

United Kingdom

     35,429        20,992  

Netherlands

     207,775        230,663  

Singapore

     14,662        14,380  
  

 

 

    

 

 

 
     257,866        266,035  
  

 

 

    

 

 

 

The Company is also subject to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of the foreign affiliates and intercompany loans, as well as transactions denominated in foreign currencies.

 

24


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

5. Property and Equipment, Net

Property and equipment, net is summarized as follows:

 

     (USD 000)  

December 31,

   2022      2021  

Furniture and fixtures

     602        617  

Computer equipment

     6,450        5,447  

Leasehold improvements

     5,383        4,300  
  

 

 

    

 

 

 
     12,435        10,364  

Accumulated Impairment

     (1,201      —    

Accumulated depreciation

     (2,489      (1,870
  

 

 

    

 

 

 
     8,745        8,494  
  

 

 

    

 

 

 

Depreciation and amortization expense related to property and equipment for the year ended December 31, 2022 and 2021 amounted to $3.2 million and $2.0 million, respectively.

6. Leases

The Company has lease contracts for its office premises which are operating in nature as per ASC 842. Leases of property generally have lease terms between 12 months to 10 years depending upon the importance of a particular location and other factors such as the number of customers and employees in that country. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets.

The Company applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases. Set out below are the carrying amounts of right-of-use assets recognized for operating leases and the movements during the years then ended:

 

(USD 000)

   2022      2021  

As at January 1,

     29,967        —    

Effect of adoption of ASC 842 Leases at January 1, 2021

     —          9,258  

On account of acquisition of Calypso

     —          21,417  

RoU assets obtained in exchange for new operating lease liabilities

     2,907        2,742  

Termination of lease

     (1,740      —    

Remeasurement of lease term

     (2,888      —    

Impairment of RoU assets

     (5,735      —    

Amortization for the year

     (5,474      (3,450
  

 

 

    

 

 

 

As of December 31,

     17,037        29,967  
  

 

 

    

 

 

 

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25


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Set out below are the carrying amounts of operating lease liabilities (included under interest-bearing loans and borrowings) and the movements during the period:

 

     (USD 000)  
     2022      2021  

As at January 1,

     29,916        —    

Effect of adoption of ASC 842 Leases at January 1, 2021

     —          9,097  

On account of acquisition of Calypso

     —          21,172  

Additions on account of new lease contracts

     2,907        2,742  

Termination of lease

     (1,766      —    

Remeasurement of lease term

     (2,888      —    

Accretion of interest

     2,055        1,375  

Payment of lease liabilities

     (7,393      (4,470
  

 

 

    

 

 

 

As of December 31,

     22,831        29,916  
  

 

 

    

 

 

 

Less: current portion

     4,954        5,390  
  

 

 

    

 

 

 

Total non-current lease liabilities

     17,877        24,526  
  

 

 

    

 

 

 

The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter:

 

Year ending December 31,

   (USD 000)  

2023

     6,466  

2024

     6,449  

2025

     4,684  

2026

     3,828  

2027

     2,752  

Thereafter

     2,777  
  

 

 

 

Total Operating lease payments

     26,956  
  

 

 

 

Imputed Interest

     (4,125
  

 

 

 

Total

     22,831  
  

 

 

 

The following table presents the weighted-average lease term and discount rate for operating leases:

 

     (USD 000)  
     2022     2021  

Weighted-average remaining lease term

     4.58 years       5.88 years  

Weighted-average discount rate

     7.48     7.31
  

 

 

   

 

 

 

Amortization and interest expense on the Capitalized Operating leases for the year ended December 31, 2022 and 2021, amounted to $7.5 million and $4.8 million, respectively.

The Company has non-cancellable minimum operating lease commitments for short-term leases and low-value assets as of December 31, 2022 and 2021 totaling $0.07 million and $0.7 million respectively.

 

26


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Impairment of Leases and related assets

During the year ended December 31, 2022, the Company decided to exit and seek sublease for two leased facilities predominately due to a remote work model for a significant number of employees arising from the COVID-19 pandemic and synergies arising from the Acquisition. The Company recorded a non-cash impairment charge of $5.7 million related to operating lease right- of-use assets for the affected facilities and an impairment charge of $1.2 million for associated leasehold improvements. The impairment was determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment. The fair value of the right-of-use asset was based on the estimated sublease income for the affected facilities taking into consideration the time it will take to obtain a sublease tenant, the applicable discount rate and the sublease rate which represents Level 3 unobservable inputs. The impairment is presented in the Re-organization costs on the Consolidated Statements of Operations. No impairment was recorded during the year ended December 31, 2021.

Sublease

During 2022, the Company sub-leased office space where the Company is the tenant to several surplus non-cancellable leases. Total sublease income for the years ended December 31, 2022 and 2021 was $1.0 million and $0, respectively. Total estimated aggregate sublease income to be received over the term of the sub-lease arrangement from January 01, 2023 and ending August 31, 2029 amount to $6.9 million.

7. Long-Term Debt and Line-of-Credit

On December 3, 2020, in relation to the Merger, Group entered into a term loan agreement with the principal amount of $500.0 million (the “Term loan”). The loan matures on December 3, 2027 and requires quarterly principal payments of $1.3 million and interest payments of 7.50% on the outstanding principal amount. In connection with the term loan agreement, Group incurred $14.3 million of debt issuance costs.

In connection with the Acquisition, Group increased its existing term loan agreement by $1,650.0 million including $100.0 million of Delayed Draw Term Loan (DDTL) with the same maturity date of December 3, 2027. As of the year ended December 31, 2021, Group had drawn $1,550.0 million towards term loan and DDTL was not drawn. The quarterly principal payments were revised to $5.1 million and interest rate was reduced by 50bps to 7.00% on the outstanding principal amount. The interest rate applicable is made up of two components which are LIBOR with a floor of 1% and a credit spread of 6%. During the year ended December 31, 2022, Group paid off principal to the extent of $20.48 million and credit spread ranged between 6% to 5.75% depending upon Group’s leverage ratio.

Until such time that the DDTL is utilized, a commitment fee of 1.00% is payable on the committed amount of $100.0 million. As of December 31, 2022 and 2021, Group has no outstanding borrowings against the DDTL.

During the year ended December 31, 2021, Group evaluated the amendment to the debt arrangement in accordance with ASC 470-50, Debt – Modifications and Extinguishments, and determined it represented a modification. Group incurred $33.8 million of debt issuance costs for increase in limits which are recognized as deferred financing costs offsetting the debt balance and amortized as interest expense through the maturity date.

 

27


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Principal payments required to be made under the terms of the term loan agreement are as follows:

 

Year ending December 31, 2022

   (USD 000)  

2023

     20,475  

2024

     20,475  

2025

     20,475  

2026

     20,475  

2027

     20,475  

Thereafter

     1,914,413  
  

 

 

 
     2,016,788  
  

 

 

 

The loan balance reported in the consolidated balance sheet is presented net of the unamortized balance of debt issuance costs of $37.8 million and $45.7 million as of December 31, 2022 and 2021, respectively. Amortization of these costs is calculated by the straight-line method, which approximates the effective interest method, and reported as interest expense in the accompanying statements of operations. The interest expense representing amortization of loan issuance costs for the year ended December 31, 2022 and 2021 was $7.9 million and $4.5 million, respectively.

Group also maintains a $150.0 million revolving credit facility (RCF) which matures on December 3, 2025. Interest on amounts borrowed are payable at the same rate as applicable to the Term loan and, until the facility is utilized, there is a commitment fee of 0.50% is payable on the total amount of the facility. As of December 31, 2022 and 2021, Group has no outstanding borrowings against the facility.

The term loan and credit facilities are subject to certain financial and affirmative covenants. As of December 31, 2022 and 2021, Group was in compliance with all required covenants. The term loan and credit facilities are secured by the assets of Group.

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28


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

8. Capital Structure

Pursuant to the Merger, all issued and outstanding equity of Group (the Equity Instruments) was canceled and converted into the right to receive Merger Consideration as defined in the Agreement. The Equity Instruments included Series A-1 Preferred Stock, Class A Voting Common Stock, Class B Non-Voting Common Stock, and options to acquire Class B Non-Voting Common Stock. Certain holders of Class A Voting Common Stock and Class B Non-Voting Common Stock (the Rollover Securities) agreed to rollover their securities into the acquiring structure. This was accomplished on December 3, 2020 through a contribution of the Rollover Securities to Adenza Parent, L.P. (the Ultimate Parent) in exchange for partnership units in the Ultimate Parent. The Ultimate Parent contributed the Rollover Securities to the Company and further to Project Agile Parent, LLC, and the Rollover Securities were cancelled in connection with the Merger (without the payment of further consideration therefor).

In connection with the Acquisition, the Company received capital amounting to $2,350.0 million from the Ultimate Parent to complete the acquisition of the Calypso Group. Additionally, certain shareholders of the Calypso Group agreed to rollover their securities amounting to $17.8 million into shares in the Ultimate Parent and this was accomplished in the same manner as described above on July 22, 2021.

During the year ended December 31, 2021, additional capital contributions were made to the Company by the Ultimate Parent amounting to $72.2 million.

8.1 Number and Type of shares of the Capital Stock

As of December 31, the Company’s capital structure is summarized as follows:

8.1.A Class C Common Stock

 

Class C Common Stock

   2022      2021  

Authorized

          100,000             100,000  

Outstanding

     23,989        24,028  

Par

   $ 0.001      $ 0.001  

Aggregate liquidation value

   $ 2,764,221      $ 2,508,344  
  

 

 

    

 

 

 

8.1.B Class A Common Stock

 

Class A Common Stock

   2022      2021  

Authorized

          100,000             100,000  

Outstanding

     10,416        10,416  

Par

   $ 0.001      $ 0.001  

Aggregate liquidation value

   $ 1,317,321      $ 1,176,121  
  

 

 

    

 

 

 

8.1.C Class B Common Stock

 

Class B Common Stock

   2022      2021  

Authorized

     11,000,000        11,000,000  

Outstanding

     8,857,511        8,857,511  

Par

   $ 0.001      $ 0.001  
  

 

 

    

 

 

 

 

29


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

8.1.D Class D Common Stock

 

Class D Common Stock

   2022      2021  

Authorized

     100,000,000        100,000,000  

Outstanding

     7,019,028        6,378,538  

Par

   $ 0.001      $ 0.001  
  

 

 

    

 

 

 

8.2 Terms and conditions of the Common Stock

Dividend rights

Class C Common Stock

When and as declared by the Board and to the extent permitted under the General Corporation Law of Delaware, holders of Class C Common Stock are entitled to preferential dividends. Dividends on each share of Class C Common Stock accrue on a daily basis at the rate of 10% per annum on the sum of the Liquidation Value thereof ($100,000.00 per share) plus all accumulated and unpaid dividends thereon from and including the date of issuance of such share to and including the first to occur of (i) the date on which the Liquidation Value of such share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation, dissolution or winding up of the Company or the redemption or repurchase of such share by the Company or (ii) the date on which such share is otherwise acquired by the Company. Such dividends accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends and such dividends shall be cumulative such that all accrued but unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends may be declared or paid with respect to any shares of Class A Common Stock, Class B Common Stock, or Class D Common Stock.

To the extent not paid on the last business day of March, June, September and December of each year, beginning September 30, 2021, all dividends that have accrued on each share of Class C Common Stock outstanding during the relevant three-month period are accumulated and shall remain accumulated dividends with respect to such share until paid to the holder thereof.

Class A Common Stock

When and as declared by the Board and to the extent permitted under the General Corporation Law of Delaware, holders of Class A Common Stock are entitled to preferential dividends (subject to the preference rights of the Class C Common Stock). Dividends on each share of Class A Common Stock accrue on a daily basis at the rate of 11.5% per annum on the sum of the Liquidation Value thereof ($100,000.00 per share) plus all accumulated and unpaid dividends thereon from and including the date of issuance of such share to and including the first to occur of (i) the date on which the Liquidation Value of such share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation, dissolution or winding up of the Company or the redemption or repurchase of such share by the Company or (ii) the date on which such share is otherwise acquired by the Company. Such dividends accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends and such dividends shall be cumulative such that all accrued but unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends may be declared or paid with respect to any shares of Class B Common Stock or Class D Common Stock.

 

30


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

To the extent not paid on the last business day of March, June, September and December of each year, beginning December 31, 2020, all dividends that have accrued on each share of Class A Common Stock outstanding during the relevant three-month period are accumulated and shall remain accumulated dividends with respect to such share until paid to the holder thereof.

Class B Common Stock

Holders of Class B Common Stock are entitled to receive, ratably, on a per share basis and pari passu with holders of Class D Common Stock, such dividends as may be declared by the Board from time to time out of funds legally available therefor. The rights of holders of Class B Common Stock to receive dividends are subject to the provisions of the Class A Common Stock and Class C Common Stock. If and when dividends on the shares of Class B Common Stock are declared and payable from time to time by the Board, the holders of shares of Class B Common Stock shall be entitled to share equally, on a per share basis and pari passu with holders of Class D Common Stock, in such dividends.

Class D Common Stock

Holders of Class D Common Stock are entitled to receive, ratably, on a per share basis and pari passu with holders of Class B Common Stock, such dividends as may be declared by the Board from time to time out of funds legally available therefor. The rights of holders of Class D Common Stock to receive dividends are subject to the provisions of the Class A Common Stock and Class C Common Stock. If and when dividends on the shares of Class D Common Stock are declared and payable from time to time by the Board, the holders of shares of Class D Common Stock shall be entitled to share equally, on a per share basis and pari passu with holders of Class B Common Stock, in such dividends.

Liquidation Preference

Class C Common Stock

Upon any liquidation, dissolution or winding up of the Company (whether voluntary or involuntary), including any merger or similar transaction under the General Corporation Law of the State of Delaware, each holder of Class C Common Stock is entitled to be paid, before any distribution or payment is made upon any shares of Class A Common Stock, Class B Common Stock, or Class D Common Stock, an amount in cash equal to the aggregate Liquidation Value of all shares of Class C Common Stock held by such holder (plus all accrued and unpaid dividends thereon), and the holders of Class C Common Stock shall not be entitled to any further payment.

Class A Common Stock

Upon any liquidation, dissolution or winding up of the Company (whether voluntary or involuntary), including any merger or similar transaction under the General Corporation Law of the State of Delaware, each holder of Class A Common Stock is entitled to be paid, before any distribution or payment is made upon any shares of Class B Common Stock or Class D Common Stock, but subject to the preference of the Class C Common Stock, an amount in cash equal to the aggregate Liquidation Value of all shares of Class A Common Stock held by such holder (plus all accrued and unpaid dividends thereon), and the holders of Class A Common Stock shall not be entitled to any further payment.

 

31


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Class B Common Stock

Subject to the provisions of the Class A Common Stock and Class C Common Stock, in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, including any merger or similar transaction under the General Corporation Law of the State of Delaware, the holders of Class B Common Stock are entitled to receive, ratably, on a per share basis and pari passu with the holders of Class D Common Stock, all of the remaining assets of the Company available for distribution to its stockholders.

Class D Common Stock

Subject to the provisions of the Class A Common Stock and Class C Common Stock, in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, including any merger or similar transaction under the General Corporation Law of the State of Delaware, the holders of Class D Common Stock are entitled to receive, ratably, on a per share basis and pari passu with the holders of Class B Common Stock, all of the remaining assets of the Company available for distribution to its stockholders.

Voting Rights

Each class of Common Stock is treated equally and entitled to one vote per share on all matters to be voted on by the Company’s stockholders.

Redemption Rights

None of the shares of Common Stock are redeemable at the option of the holder.

So long as any Class A Common Stock remains outstanding, without the prior written consent of the holders of a majority of the Class A Common Stock at the time such action is taken, the Company shall not, redeem, purchase or otherwise acquire directly or indirectly any shares of Class B Common Stock or Class D Common Stock, nor shall the Company directly or indirectly pay or declare any dividend or make any distribution upon any shares of Class B Common Stock or Class D Common Stock.

So long as any Class C Common Stock remains outstanding, without the prior written consent of the holders of a majority of the Class C Common Stock at the time such action is taken, the Company shall not, redeem, purchase or otherwise acquire directly or indirectly any shares of Class A Common Stock, Class B Common Stock, or Class D Common Stock, nor shall the Company directly or indirectly pay or declare any dividend or make any distribution upon any shares of Class A Common Stock, Class B Common Stock, or Class D Common Stock.

Notwithstanding the foregoing, the Company may redeem or repurchase shares of Common Stock from present or former employees, directors or consultants of the Company, usually when they leave the employment in the Company, in accordance with the provisions of the equity repurchase agreements entered into with such employees, directors or consultants approved by the Board.

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32


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

9. Management incentive plan

9.1 Pre-Merger Management incentive plan

Stock Appreciation Rights

Pursuant to the Amended and Restated AxiomSL 2017 Equity Incentive Plan, the Company granted SARs to employees in 2019 and 2018. The SARs vested over a period of three years and upon the occurrence of a milestone event, such as a merger with a person or group resulting in a change of control of the Company. In December 2020, in relation to the Merger, 2,986,955 SAR units had a payment of 50% of the per share of $9.04 less the Base Price identified in the applicable SAR Agreement of approximately $2.37 per share. In December 2021, the remaining 50% of the SAR’s balance was paid, reduced by forfeitures and accelerated payments.

Total SARs and other stock-based awards expense recognized in the Company’s consolidated statements of operations is $0 and $18.5 million for the year ended December 31, 2022 and 2021, respectively.

9.2 New Management incentive plan

Adenza Parent L.P., the ultimate Parent, implemented the Amended and Restated Adenza Parent, L.P. Incentive Equity Plan and the Adenza Parent, L.P. Equity Appreciation Rights Plan (collectively, the “Plan”) pursuant to which Adenza Parent issues awards of incentive equity to employees of the Company and its direct and indirect subsidiaries. Pursuant to the Plan, incentive equity may be issued in the form of Class B Units of Adenza Parent (“Class B PIUs”) or Class B equity appreciation rights (“Class B EARs” and collectively with the Class B PIUs, the “Awards”). Adenza Parent issued Class B PIUs and Class B EARs to certain employees and directors of Adenza Parent (“the Participants”) for no cash consideration in March and April 2021 and again in December 2021. Since the value of these Awards was immaterial at the time of the grant, there is no compensation expense recognized during the year ended December 31, 2021. The estimated valuation of the awards was determined using a discounted cash flow analysis.

A summary of activity is as follows:

 

     Class B EARs      Class B PIUs      Total  

December 31, 2020

     —          87,138        87,138  

Granted

     1,558,099        8,613,550        10,171,649  

Cancelations

     —          (1,214,709      (1,214,709
  

 

 

    

 

 

    

 

 

 

December 31, 2021

     1,558,099        7,485,979        9,044,078  
  

 

 

    

 

 

    

 

 

 

Granted

     316,445        769,404        1,085,849  

Cancelations

     (91,232      (671,842      (763,074
  

 

 

    

 

 

    

 

 

 

December 31, 2022

     1,783,312        7,583,541        9,366,853  
  

 

 

    

 

 

    

 

 

 

Class B PIUs are equity in Adenza Parent. Subject to a participation threshold, if any, each holder of Class B PIUs is entitled to its pro rata share of proceeds from a Change in Control of Adenza Parent after satisfaction of all liabilities and payment to the holders of Class A Units of the Class A Unreturned Capital and Class A Unpaid Yield, each as defined in the Second Amended and Restated Limited Partnership Agreement of Adenza Parent.

 

33


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

The Class B EARs have a financial right to consideration upon a Change in Control. The Class B EARs are not actual equity interests in the Adenza Parent or any entity but represent a hypothetical unit of measurement maintained by the Adenza Parent in a bookkeeping account for the Participant’s benefit, entitling the Participant to a cash payment subject to the terms and conditions of the Plan and assuming for these purposes that each Class B EAR is economically equivalent to one Class B PIU.

The Awards are subject to certain restrictions, including vesting restrictions, transferability restrictions, repurchase rights, and rights of first refusal. Some or all of the Awards may be subject to cancellation or repurchase upon the Participant’s termination of employment with the Company.

Awards granted in March and April 2021 were subject to two types of vesting:

 

1.

Type I – time-based vesting – 25% of the Awards would vest on the first anniversary of the acquisition of AxiomSL by Thoma Bravo (i.e., December 3, 2021), and the remaining 75% of the Type I Awards will vest in equal amounts monthly over the next thirty-six (36) months.

 

2.

Type II – performance-based vesting - These Awards will vest depending upon Adenza meeting the EBITDA-based targets set by the Board for the relevant years 2021-2024. If the EBITDA-based target for a period is met, then 25% of the Type II Awards will vest as of December 31 of the relevant year.

Holders of Awards issued in March and April 2021 were offered the option to switch to the following vesting terms, which applied to all Awards issued in December 2021 and all awards issued in 2022, except for those under the Sales Vesting Plan described below. Some holders opted to switch to the terms of the awards issued in December 2021 however the value of both the awards is insignificant resulting in no impact on consolidated statements of operations.

Vesting can be divided into 3 types that are as follows:

 

1.

Type I - time-based vesting - 25% of Type I Awards will vest on the first anniversary of the acquisition of Calypso by Thoma Bravo (i.e., July 22, 2022), and the remaining 75% of the Type I Awards will vest in equal amounts daily over the next thirty-six (36) months.

 

2.

Type II - performance-based vesting - These Awards will vest depending upon Adenza meeting the EBITDA-based targets set by the Board for the relevant years 2022-2025. If the EBITDA-based target for a period is met, then 25% of the Type II Awards will vest as of December 31 of the relevant year.

 

3.

Type Ill - will vest upon a change of control.

Participants may have the right to acceleration upon a Change in Control, as set forth in the applicable Grant Agreement. Upon termination of employment, unvested Awards are cancelled. Vested awards may be subject to cancelation or repurchase, depending on the terms of the applicable Grant Agreement and the circumstances of the Participant’s termination.

The remainder of this page intentionally left blank.

 

34


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

In May 2022, the Ultimate Parent issued Awards to Participants who are Sales Executives of the Company and its direct and indirect subsidiaries (the “Sales Vesting Plan”). Each Award is divided into three equal annual tranches. Vesting is determined based on each Participant’s sales quota as set forth in the Participant’s Sales Compensation Plan, and is determined as follows:

 

  1.

0% to 65% Quota Achievement: No vesting of the annual tranche. All amounts in the annual tranche are forfeited.

 

  2.

65% to 80% Quota Achievement: No vesting of the annual tranche, however 40% of the annual tranche carries over to the next year.

 

  3.

80% to 100% Quota Achievement: Minimum 40% vesting of the annual tranche. The remaining 60% vests based on proportionate achievement between 80% and 100%. Unvested amounts carryover to the following year.

Quota overachievement entitles the Participant to additional vesting from the subsequent year’s tranche. Amounts carried-over from a prior year tranche are available for the next year only.

Awards granted under the Sales Vesting Plan are subject to the same restrictions and other terms and conditions as the other vesting plans.

10. Contingencies

The Company, from time to time, may be involved in various claims and lawsuits, both for and against the Company, arising in the normal course of business. Management believes that any financial responsibility that may be incurred in settlement of such claims and lawsuits would not be material to the Company’s financial position, operations, and cash flows.

11. Re-organization costs

Re-organization costs are summarized below:

 

(USD 000)

   Year ended
December 31,
2022
     Year ended
December 31,
2021
 

Restructure - Severance and office relocation on account of Axiom & Calypso merger and Russia operations windup

     5,433        8,638  

One time projects - Internal entities reorganization post-merger and other realignment projects

     3,038        —    

Systems - Implementation of Finance and Customer Relationship Management systems

     1,487        819  

Others - Calypso acquisition and Cyber security

     1,199        —    

Impairment of Right of Use Asset

     5,725        —    

Impairment of Leasehold improvement

     1,201        —    
  

 

 

    

 

 

 
     18,083        9,457  
  

 

 

    

 

 

 

 

35


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

12. Income Taxes

The Benefit for income taxes for the year ended December 31, 2022 and 2021 is summarized as follows:

 

(USD 000)

   Year ended
December 31,
2022
     Year ended
December 31,
2021
 

Current tax

     

Federal

     26,349        6,317  

State and local

     3,209        1,761  

Foreign

     12,206        9,338  
  

 

 

    

 

 

 

Total Current

     41,764        17,416  
  

 

 

    

 

 

 

Deferred tax

     

Federal

     (53,444      (26,161

State and local

     (11,607      (18,094

Foreign

     (1,824      (5,365
  

 

 

    

 

 

 

Total Deferred

     (66,875      (49,620
  

 

 

    

 

 

 

Total Income Tax Benefit

     (25,111      (32,204
  

 

 

    

 

 

 

The effective income tax rate differs from the amount computed by applying the U.S. federal statutory income tax rate to income before income taxes approximately as follows:

 

     (USD 000)  

December 31,

   2022      2021  

Loss before tax

     (69,437      (104,922

Income tax benefit at statutory rate of 21%

     (14,582      (22,034

State and local income taxes net of federal tax benefit

     (6,635      (13,182

Non-deductible/non-taxable items:

     

Transaction costs

     —          1,652  

Non-deductible foreign exchange loss

     —          2,470  

Stock based compensation

     —          583  

Non-taxable income and gains or non-deductible losses

     (101      —    

Non-deductible expenses

     125        119  

Tax credits related to research activity

     (1,307      (1,297

Effect of U.S. tax inclusion from foreign subsidiaries

     669        204  

Deduction allowed for export sales and services

     (4,695      (3,028

Foreign tax rate differential

     (731      1,285  

Withholding and other taxes — net

     3,311        435  

Prior period, rate changes, and other adjustments

     (438      365  

Unrecognized tax position

     (829      269  

Change in valuation allowance

     117        29  

Other adjustments

     (15      (74
  

 

 

    

 

 

 

Income tax benefit

     (25,111      (32,204
  

 

 

    

 

 

 

 

36


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

December 31,

   2022     2021  

Income tax benefit at statutory rate of 21%

     21     21

State and local income taxes net of federal tax benefit

     9.56     12.56

Non-deductible/non-taxable items:

    

Transaction costs

     —         (1.58 %) 

Non-deductible foreign exchange loss

     —         (2.36 %) 

Stock based compensation

     —         (0.56 %) 

Non-taxable income and gains or non-deductible losses

     0.15     0.00

Non-deductible expenses

     (0.18 %)      (0.11 %) 

Tax credits related to research activity

     1.88     1.24

Effect of U.S. tax inclusion from foreign subsidiaries

     (0.96 %)      (0.19 %) 

Deduction allowed for export sales and services

     6.76     2.89

Foreign tax rate differential

     1.05     (1.22 %) 

Withholding and other taxes — net

     (4.77 %)      (0.41 %) 

Prior period, rate changes, and other adjustments

     0.63     (0.35 %) 

Unrecognized tax position

     1.19     (0.26 %) 

Change in valuation allowance

     (0.17 %)      (0.03 %) 

Other adjustments

     0.02     0.07
  

 

 

   

 

 

 

Income tax benefit

     36.16     30.69
  

 

 

   

 

 

 

The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2022 and 2021, are presented below:

 

     (USD 000)  

December 31,

   2022      2021  

Deferred Tax Assets

     

Net operating loss, interest, and tax credit carryforwards

     56,740        33,442  

Accruals and reserves

     3,607        7,370  

Transaction costs

     1,688        1,879  

Lease liabilities

     5,328        7,016  

Other

     47        21  
  

 

 

    

 

 

 

Total Deferred Tax Assets

     67,410        49,728  
  

 

 

    

 

 

 

Deferred Tax Liabilities

     

Depreciation and amortization

     (408,520      (455,855

Deferred revenue

     (253      (325

Capitalized expenses

     (3,015      (1,038

Right of use assets

     (3,885      (6,945

Other

     (83      (82
  

 

 

    

 

 

 

Total Deferred Tax Liabilities

     (415,756      (464,245
  

 

 

    

 

 

 

Gross Deferred Tax Liabilities

     (348,346      (414,517

Valuation allowance

     (7,496      (9,864
  

 

 

    

 

 

 

Net Deferred Tax Liabilities

     (355,842      (424,381
  

 

 

    

 

 

 

The Company’s effective tax rate differs from the statutory tax rate primarily due to state taxes, non-deductible expenses and losses, foreign rate differential, Foreign Derived Intangible Income (FDII) deduction, Global Intangible Low-Taxed Income (GILTI) inclusion, and credits and incentives.

 

37


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

The Company generally considers the earnings of its foreign subsidiaries to be indefinitely invested outside the United States and estimates that future domestic cash generation will be sufficient to meet future domestic cash needs. However, there are certain limited jurisdictions from where the company does plan to distribute its unremitted earnings. The Company has estimated that no additional material tax provisions are required for the planned remittances from those jurisdictions in the foreseeable future. As of December 31, 2022 and 2021, taxes are generally not provided on income of the Company’s foreign subsidiaries. If, in the future, the foreign earnings are repatriated to the United States, or if the Company determines that the earnings will be remitted in the foreseeable future, additional tax provisions may be required. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the weight of all available evidence, which includes the historical operating performance and the recorded cumulative losses or credits in prior fiscal periods, management does not believe that it is more likely than not that the Company will realize its net deferred tax assets in its Netherland holdings subsidiary as of December 31, 2022 and 2021, and its unused R&D credits in the state of California as of December 31, 2022 and 2021. As a result, a valuation allowance of $7.5 million and $9.9 million has been provided as of December 31, 2022 and 2021, respectively. The valuation allowance decreased by $2.4 million from December 31, 2021.

As of December 31, 2022, the Company’s net operating loss carryforwards primarily relate to state tax loss carryforwards that will begin to expire in 2035 if not utilized. As of December 31, 2022 and 2021, the Company had nil federal net operating loss carryforwards, and net operating loss carryforwards for various state tax purposes of approximately $9.3 million and $6.1 million respectively. The Company’s Netherlands holdings subsidiary has loss carryforwards of $1.5 million and $1.0 million as of December 31, 2022 and 2021, which may be carried forward indefinitely.

US GAAP provides that the tax effects from uncertain tax positions can be recognized in the financial statements only if the position is more likely than not of being sustained on audit, based on the technical merits of the position. On December 31, 2022 and 2021, the Company had $4.5 million and $4.9 million of unrecognized benefits recorded, respectively.

The Company recognizes interest and penalties related to uncertain tax positions in its income tax provision. On December 31, 2022 and 2021, approximately $0.1 million and $0.4 million of interest and penalties related to uncertain tax positions was accrued.

The Company does not expect any material changes in the amount of unrecognized tax benefits within the next twelve months.

The Company files income tax returns in the United States, various state jurisdictions, and various foreign jurisdictions. The United States, state, and foreign jurisdictions have statutes of limitations that generally range from three to five years. To the extent utilized in future years’ tax returns, net operating loss carryforwards as of December 31, 2022 and 2021 will remain subject to examination until the respective tax year is closed.

 

38


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

 

Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for United States tax purposes effective January 1, 2022. The mandatory capitalization requirement increased the deferred tax assets and the cash tax liabilities of the Company. On August 16, 2022, Congress passed the Inflation Reduction Act of 2022. Management does not anticipate the tax provisions of the newly introduced act to impact the financial position of the Company and will continue to monitor as new information and guidance becomes available.

13. Subsequent Events

The Company evaluated events occurred after December 31, 2022 through August 15, 2023, the date when the consolidated financial statements were available to be issued, and there are no subsequent events that met recognition or disclosure criteria, other than as disclosed below:

On June 10, 2023, Adenza Parent, L.P. entered into a definitive Agreement and Plan of Merger to sell the entire share capital of the Company to Nasdaq, Inc. a technology company serving the global financial system. Completion is subject to various regulatory and anti-trust reviews and approvals.

The remainder of this page intentionally left blank.

 

39

EX-99.2

Exhibit 99.2

Adenza Holdings, Inc. and Subsidiaries

Consolidated Financial Statements

as of and for the three and nine-months ended

September 30, 2023 and 2022

BDO USA, P.A., a Delaware professional service corporation, is the U.S. member

of BDO International Limited, a UK company limited by guarantee, and forms

part of the international BDO network of independent member firms.


Adenza Holdings, Inc. and Subsidiaries

 

Consolidated Financial Statements

as of and for the three and nine-months ended September 30, 2023 and 2022


Adenza Holdings, Inc. and Subsidiaries

Contents

 

 

Consolidated Financial Statements (unaudited)

  

Consolidated Balance Sheets
as of September 30, 2023 and December 31, 2022

     4  

Consolidated Statements of Operations
for the three and nine months ended September 30, 2023 and 2022

     6  

Consolidated Statements of Comprehensive Loss
for the three and nine months ended September 30, 2023 and 2022

     7  

Consolidated Statements of Changes in Stockholders’ Equity
for the three and nine months ended September 30, 2023 and 2022

     8  

Consolidated Statements of Cash Flows
for the nine months ended September 30, 2023 and 2022

     10  

Notes to Consolidated Financial Statements

     12-34  

 

3


Adenza Holdings, Inc. and Subsidiaries

Consolidated Balance Sheet

 

 

(USD 000)

   September 30, 2023
(unaudited)
     December 31, 2022  

Assets

     

Current Assets

     

Cash and cash equivalents

     110,965        185,469  

Restricted cash

     913        916  

Accounts receivable, net

     68,618        125,991  

Unbilled receivables

     116,390        126,273  

Prepaid expenses and other current assets

     10,423        10,469  

Deferred contract costs

     4,882        3,618  

Prepaid income taxes

     6,157        5,724  
  

 

 

    

 

 

 

Total Current Assets

     318,348        458,460  

Unbilled receivables, noncurrent

     43,888        32,155  

Goodwill

     3,679,682        3,679,682  

Intangible assets, net

     1,835,524        1,943,620  

Property and equipment, net

     7,759        8,745  

Right-of-use assets

     15,312        17,037  

Due from related parties

     27        —    

Deferred contract costs, noncurrent

     13,060        11,194  

Deferred tax assets

     3,127        2,865  

Restricted Cash

     986        986  

Prepaid expenses

     —          327  

Equity Investment

     3,711        2,498  

Other long-term assets

     2,448        2,220  
  

 

 

    

 

 

 

Total Assets

     5,923,872        6,159,789  
  

 

 

    

 

 

 

The remainder of this page intentionally left blank.

 

4


Adenza Holdings, Inc. and Subsidiaries

Consolidated Balance Sheet

 

 

(USD 000, except share amounts)

   September 30, 2023
(unaudited)
    December 31, 2022  

Liabilities and Stockholders’ Equity

    

Current Liabilities

    

Current maturities of long-term debt

     21,101       21,027  

Accounts payable

     4,843       6,363  

Income taxes payable

     12       9,540  

Accrued expenses

     55,492       54,750  

Deferred revenue

     107,874       176,949  

Lease liabilities

     6,006       4,954  
  

 

 

   

 

 

 

Total Current Liabilities

     195,328       273,583  

Long-term debt, less current maturities

     1,949,038       1,958,471  

Lease liabilities

     14,492       17,877  

Other long-term liabilities

     2,592       2,597  

Deferred revenue, net of current portion

     2,004       12,272  

Deferred tax liabilities

     295,203       358,707  
  

 

 

   

 

 

 

Total Liabilities

     2,458,657       2,623,507  
  

 

 

   

 

 

 

Contingencies (Note 9)

    

Stockholders’ Equity

    

Capital Structure

    

Class C common Shares, $0.001 par value, 100,000 shares authorized, 23,986 and 23,989 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively, aggregate liquidation value $2,975,822 as of September 30, 2023

     —       —  

Class A common Shares, $0.001 par value, 100,000 shares authorized, 10,416 shares issued and outstanding as of September 30, 2023 and December 31, 2022, aggregate liquidation value $1,433,908 as of September 30, 2023

     —       —  

Class B common Shares, $0.001 par value, 11,000,000 shares authorized, 8,857,511 shares issued and outstanding as of September 30, 2023 and December 31, 2022

     9       9  

Class D common Shares, $0.001 par value, 100,000,000 shares authorized, 7,400,145 and 7,019,028 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

     7       7  

Additional paid-in capital

     3,704,793       3,705,119  

Accumulated deficit

     (202,555     (134,384

Accumulated other comprehensive income

     (37,039     (34,469
  

 

 

   

 

 

 

Total Stockholders’ Equity

     3,465,215       3,536,282  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

     5,923,872       6,159,789  
  

 

 

   

 

 

 

 

*

Represents value less than $1,000

The accompanying notes are an integral part

of these consolidated financial statements.

 

5


Adenza Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (unaudited)

 

 

     Quarter ended     Nine months ended  

(USD 000)

   September 30,
2023
(unaudited)
    September 30,
2022
(unaudited)
    September 30,
2023
(unaudited)
    September 30,
2022
(unaudited)
 

Net Sales

     138,300       126,362       393,019       384,503  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of sales

     27,902       24,338       83,575       73,834  

Amortization of Developed Technology

     16,461       15,401       48,479       45,519  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     93,937       86,623       260,965       265,150  
  

 

 

   

 

 

   

 

 

   

 

 

 

Research and development

     14,418       13,184       42,889       43,798  

Selling, general, and administrative

     21,135       18,246       61,556       58,899  

Depreciation and amortization

     25,703       25,223       77,055       76,393  

Re-organization costs (Note 10)

     760       2,588       4,852       14,114  

Transaction Costs

     1,757       36       4,729       1,064  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from Operations

     30,164       27,346       69,884       70,882  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Expense/ (Income)

        

Interest expense

     59,245       44,833       170,701       121,480  

Interest income

     (810     (72     (2,013     (476

(Gain)/ loss on foreign currency transactions

     (126     2,315       1,522       7,071  

Other Income

     (569     (307     (2,464     (559
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss Before Provision for Income Taxes

     (27,576     (19,423     (97,862     (56,634

Benefit for Income Taxes (Note 11)

     (8,662     (4,671     (29,691     (13,619
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

     (18,914     (14,752     (68,171     (43,015
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

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6


Adenza Holdings, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Loss (unaudited)

 

 

     Quarter ended     Nine months ended  

(USD 000)

   September 30,
2023
(unaudited)
    September 30,
2022
(unaudited)
    September 30,
2023
(unaudited)
    September 30,
2022
(unaudited)
 

Net Loss

     (18,914     (14,752     (68,171     (43,015

Other Comprehensive Expense

        

Unrealized loss on foreign currency translation

     (7,189     (19,750     (2,570     (41,664
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive Loss

     (26,103     (34,502     (70,741     (84,679
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

The remainder of this page intentionally left blank.

 

7


Adenza Holdings, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

 

 

(USD 000)

   Class C
common Shares
     Class A
common Shares
    Class B
common Shares
     Class D
common Shares
     Additional
Paid-In Capital
     Accumulated
Deficit
    Accumulated
Other
Comprehensive
(Loss) Income
    Total  

Opening Balance, June 30, 2023

     —          —       9        7        3,704,793        (183,641     (29,850     3,491,318  

Net loss

     —          —         —          —          —          (18,914     —         (18,914

Unrealized loss on currency translation

     —          —         —          —          —          —         (7,189     (7,189
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, September 30, 2023

     —          —       9        7        3,704,793        (202,555     (37,039     3,465,215  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

 

(USD 000)

   Class C
common Shares
    Class A
common Shares
    Class B
common Shares
     Class D
common Shares
    Additional
Paid-In Capital
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
(Loss) Income
    Total  

Opening Balance, June 30, 2022

     —       —       9        7       3,706,070       (118,321     (38,163     3,549,602  

Shares issued

     —         —         —          —       —       —         —         —  

Net loss

     —         —         —          —         —         (14,752     —         (14,752

Repurchase of co-invest shares

     —       —         —          —         (87     —         —         (87

Unrealized loss on currency translation

     —         —         —          —         —         —         (19,750     (19,750
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2022

     —       —       9        7       3,705,983       (133,073     (57,913     3,515,013  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

Represents value less than $1000

The remainder of this page intentionally left blank.

 

8


Adenza Holdings, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

 

 

(USD 000)

   Class C
common Shares
    Class A
common Shares
    Class B
common Shares
     Class D
common Shares
     Additional
Paid-In Capital
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
(Loss) Income
    Total  

Opening Balance, December 31, 2022

     —       —       9        7        3,705,119       (134,384     (34,469     3,536,282  

Net loss

     —         —         —          —          —         (68,171     —         (68,171

Repurchase of co-invest shares

     —       —         —          —          (326     —         —         (326

Unrealized loss on currency translation

     —         —         —          —          —         —         (2,570     (2,570
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2023

       —       9        7        3,704,793       (202,555     (37,039     3,465,215  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(USD 000)

   Class C
common Shares
    Class A
common Shares
    Class B
common Shares
     Class D
common Shares
    Additional
Paid-In Capital
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
(Loss) Income
    Total  

Opening Balance, December 31, 2021

     —       —       9        7       3,709,405       (90,058     (16,249     3,603,114  

Shares issued

     —       —         —          —       —       —         —         —  

Net loss

     —         —         —          —         —         (43,015     —         (43,015

Repurchase of co-invest shares

     —       —         —          —         (3,422     —         —         (3,422

Unrealized loss on currency translation

     —         —         —          —         —         —         (41,664     (41,664
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, September 30, 2022

     —       —       9        7       3,705,983       (133,073     (57,913     3,515,013  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

Represents value less than $1,000

The accompanying notes are an integral part

of these consolidated financial statements.

The remainder of this page intentionally left blank.

 

9


Adenza Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

 

 

(USD 000)

   Nine months ended
September 30, 2023
    Nine months ended
September 30, 2022
 

Cash Flows from Operating Activities

    

Net loss

     (68,171     (43,015

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization of property and equipment

     2,342       2,370  

Amortization of debt issuance costs

     5,923       5,923  

Amortization of deferred contract costs

     3,220       1,813  

Amortization of intangible assets

     123,192       119,542  

Impairment of leasehold improvement

     —         1,113  

Impairment of right-of-use assets

       3,650  

Deferred income tax

     (63,383     (50,765

Changes in assets decrease / (increase):

    

Accounts receivable

     57,363       24,062  

Unbilled receivables

     (1,953     (25,394

Prepaid expenses and other current assets

     1,060       (39

Deferred contract costs

     (6,380     (6,216

Prepaid income taxes

     (515     6,898  

Other assets

     (1,478     47  

Intercompany with related party

     (27     (55

Changes in liabilities increase / (decrease):

    

Accounts payable

     (1,525     (19

Income taxes payable

     (9,440     3,222  

Accrued expenses

     655       (8,771

Other long-term liabilities

     (1,219     (910

Deferred revenue

     (78,952     (62,008
  

 

 

   

 

 

 

Net Cash Used in Operating Activities

     (39,288     (28,552
  

 

 

   

 

 

 

Cash Flows from Investing Activities

    

Capitalized software development costs

     (16,788     (16,146

Capitalized software implementation costs and other intangibles

     (260     (145

Purchase and disposal of property and equipment

     (2,067     (1,782
  

 

 

   

 

 

 

Net Cash Used in Investing Activities

     (19,115     (18,073
  

 

 

   

 

 

 

Cash Flows from Financing Activities

    

Repurchase of common shares

     (326     (3,422

Payments of debt

     (15,356     (15,356
  

 

 

   

 

 

 

Net Cash Used in Financing Activities

     (15,682     (18,778
  

 

 

   

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash

     (422     (8,982
  

 

 

   

 

 

 

Net Decrease in Cash and Cash Equivalents and Restricted Cash

     (74,507     (74,385

Cash and Cash Equivalents and Restricted Cash, beginning of period

     187,371       191,848  
  

 

 

   

 

 

 

Cash and Cash Equivalents and Restricted Cash, end of period

     112,864       117,463  
  

 

 

   

 

 

 

 

10


Adenza Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

 

 

(USD 000)

   Nine months ended
September 30, 2023
    Nine months ended
September 30, 2022
 

Supplemental Disclosure of Cash Flow Information

    

Increase in lease liabilities from obtaining right-of-use assets

     2,024       2,866  

Reduction in lease liabilities due to remeasurement and termination

     (122     (1,764

Cash paid during the period for income taxes

     42,985       26,568  

Cash paid during the period for interest

     164,686       115,642  
  

 

 

   

 

 

 

Reconciliation of Cash and Cash Equivalents and Restricted Cash

 

(USD 000)

   Nine months ended
September 30, 2023
     Nine months ended
September 30, 2022
 

Cash and cash equivalents

     110,965        116,119  

Current, Restricted cash

     913        358  

Non-current, Restricted cash

     986        986  
  

 

 

    

 

 

 

Total Cash and Cash Equivalents and Restricted Cash

     112,864        117,463  
  

 

 

    

 

 

 

The accompanying notes are an integral part

of these consolidated financial statements.

The remainder of this page intentionally left blank.

 

11


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

1. Nature of Operations and Principles of Consolidation

Business Activity

Adenza Holdings, Inc. and Subsidiaries (collectively, the Company) provide software solutions for enterprise risk management, data management, regulatory reporting, and compliance requirements of financial institutions. The Company’s software provides a comprehensive solution for all levels of regulatory and management financial reporting, and complete integration, and provides a data-warehousing platform for risk data, market data, front/middle/back-office data, reference data, and operational loss data. It enables clients to automate and streamline business operations while optimizing processes, systems, data enrichment, and transparency to enhance decision-making and reduce operational costs. This is offered on-premises or in a software-as-a-service model.

Consulting services of the Company include systems specification, design, resource scheduling, project management, and regulatory reporting and integration.

On June 10, 2023, Adenza Parent, L.P. (“Adenza Parent”), the ultimate holding company entered into a definitive Agreement and Plan of Merger to sell the entire share capital of the Company to NASDAQ, Inc., a technology company serving the global financial system.

On November 1, 2023, NASDAQ, Inc. completed the acquisition of the Company.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

The consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand (USD 000), except when otherwise indicated. The consolidated financial statements provide comparative information for the previous period. In the opinion of management, the accompanying unaudited Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of and for the three and nine month periods ended September 30, 2023 and 2022. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Certain amounts in prior year’s financial statements have been reclassified to conform to current year’s financial presentation.

 

12


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates, judgments, and assumptions in these consolidated financial statements include those related to the valuation of goodwill and intangible assets, useful lives of assets for calculating depreciation and amortization, valuation of long-lived assets, allowances for doubtful accounts, valuation of deferred tax assets, provisions for uncertain tax positions, assumptions used for the valuation of stock-based compensation, and in the allocation of a transaction price to distinct performance obligations in connection with revenue recognition.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows:

Level 1 - Valuations are based on quoted prices for identical assets and liabilities in active markets.

Level 2 - Valuations are based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Valuations are based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

At September 30, 2023 and December 31, 2022, the fair value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, unbilled receivable, accounts payable, and accrued expenses, approximated book value due to the short maturity of these instruments. The carrying amount of restricted cash approximates fair value because, as the restrictions expire, the carrying value represents the amount that the Company will receive. Liabilities are shown net of any discounts.

At September 30, 2023 and December 31, 2022, the Company does not have assets or liabilities required to be measured at fair value in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents are related to funds deposited into money market funds and other short-term certificates of deposit.

Restricted Cash

Amounts included in restricted cash as of September 30, 2023 and December 31, 2022 pertain to certain customer and lease deposits.

 

13


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Accounts Receivable

Accounts receivable consists of trade receivables recorded at the original invoice amount less an estimate made for uncollectible accounts. The Company analyzes the collectability of trade accounts receivable by considering historical bad debts, client creditworthiness, current economic trends, changes in client payment terms, and collection trends when evaluating the adequacy of the allowance for doubtful accounts. Any change in the assumptions used in analyzing a specific account receivable may result in an allowance for doubtful accounts being recognized in the period in which the change occurs. Trade receivables are net of allowances for doubtful accounts of $1.2 million and $1.1 million as of September 30, 2023 and December 31, 2022, respectively. In certain instances, in accordance with ASC 606, the Company will not recognize revenue when there is uncertainty as to the collectability of amounts due under the contract. Such occurrences have been infrequent and immaterial to the consolidated financial statements.

Property and Equipment

Property and equipment are stated at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives of the respective assets. Furniture and fixtures, computer equipment, and leasehold improvements are depreciated over the shorter of the remaining term of the related lease or the estimated economic useful life of the improvement.

Foreign Currency Translation

For all foreign operations, the functional currency is their respective local currency. Transactions in foreign currencies are translated into the respective functional currencies using the exchange rates prevailing at the dates of the transactions. Foreign exchange differences arising from the settlement of such transactions and from the translation at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in Consolidated statements of operations.

Assets and liabilities of these operations are translated into U.S. dollars using the exchange rates in effect at the consolidated balance sheet date. Consolidated statements of operations accounts are translated at the average rate of exchange prevailing during the nine months ended September 30, 2023 and 2022. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss.

Impairment of Long-Lived Assets

Long-lived assets consist primarily of Intangibles, property and equipment. The Company evaluates these long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.

 

14


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. No impairment loss was recorded for the nine months ended September 30, 2023 and 2022.

Equity Investment

Associates are those entities over which the Company has significant influence (defined as the ability to participate in the financial and operating decisions of the investee but not control over those policies) but are not subsidiaries. The results of associates are incorporated in these consolidated financial statements using the equity method of accounting, under which investments in associates are carried in the consolidated Balance sheet at cost as adjusted for post-acquisition changes in the Company’s share of net assets of the associate less any impairment in the value of individual investments.

In connection with the Company’s acquisition of Calypso Group Lux S.C.A in March of 2021 (“the Acquisition”), an investment in Sernova Financials Limited (“Sernova”) was acquired at a value of $2.4 million for 19.5% of outstanding share capital. In accordance with the Share subscription agreement, on October 18, 2023, the Company executed an agreement (“the redemption agreement”) requiring Sernova to redeem the Company’s shares, with the redemption expected to be completed in multiple tranches by the third quarter of 2024. The amount to be received from the redemption will be the original investment in Sernova plus dividends at the rate of 8% from the date of investment until the relevant redemption date on any amount of unredeemed investment. In accordance with the ASC 323, the investment is carried at investment value plus dividend accrued. The Company has recognized dividend income of $0.1 million and $1.2 million during the three and nine months ended September 30, 2023, respectively.

There is also a Subscription agreement between Adenza Inc. (previously known as Calypso Technology Inc.) and Sernova wherein Adenza Inc. provides cloud-hosted software to Sernova, which Sernova uses for the sole purpose of providing a fully managed service to its end clients. Sernova pays subscription fees to Adenza Inc. for using the cloud-hosted software and such subscription fees are a percentage of the fee charged by Sernova to its end clients.

The subscription fee percentage is 50% of Sernova’s revenue from its customers up to $6.0 million annually and then it reduces by 5% for each incremental million-dollar annual revenue up to 35% for revenue above $8.0 million. For the nine months ended September 30, 2023 and 2022, the Company recorded subscription revenue of $3.5 million and $3.3 million, respectively, and for the three months ended September 30, 2023 and 2022 $1.0 million for each period. The Company had unbilled receivables outstanding of $1.0 million and $0.9 million as of September 30, 2023 and December 31, 2022, respectively.

Accumulated Other Comprehensive Income

FASB ASC Topic 220, Reporting Comprehensive Income, establishes rules for the reporting of comprehensive income and its components. Comprehensive income is defined as all changes in equity from non-owner sources. For the Company, comprehensive loss consists of net loss and changes in the cumulative foreign currency translation adjustments.

 

15


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Stock-Compensation. Under the fair value recognition provisions of this accounting guidance, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period.

As stock-based compensation expense recognized in the Company’s consolidated statements of operations is based on awards ultimately expected to vest, the amount of expense has been reduced for forfeitures as they occur, as permitted under FASB ASC Topic 718.

Incentive plan

Adenza Parent, L.P. (“Adenza Parent”), the ultimate holding company, implemented a management incentive plan in which it issues Class B Units of Adenza Parent (“Class B PIUs”) or Class B equity appreciation rights (the “Class B EARs” and collectively with the Class B PIUs, the “Awards”) to the Company’s employees for the performance of services. In 2023, 2022 and 2021, Adenza Parent granted the awards to certain employees (“the Participants”).

Since the value of these awards were estimated to be insignificant at the time of the grant, there is no stock based compensation recognized within the Company’s consolidated statements of operations. The fair value was arrived using a discounted cash flow analysis and the market implications of the Merger transaction.

Developed Technology

The Company’s Developed technology includes the costs of internally developed software technology and software technology purchased through acquisition. In accordance with FASB ASC Topic 985, Software, the Company capitalizes costs incurred to develop software once technological feasibility has been reached which for the Company is defined as the earlier of when a detailed program plan is established, or a working model is created. Capitalized costs include costs to design the software configuration and interfaces, coding, installation, and testing, as well as development costs related to software enhancements that add functionality.

During the nine months ended September 30, 2023 and 2022, the Company capitalized such costs of $16.8 million and $16.1 million, respectively, and during the three months ended September 30, 2023 and 2022 such capitalized costs amounted to $5.0 million and $5.2 million, respectively. These capitalized costs are amortized over the software’s expected useful life, which is generally five years. Amortization expense related to the Developed technology for the nine months ended September 30, 2023 and 2022 amounted to $48.5 million and $45.5 million, respectively and for three months ended September 30, 2023 and 2022 amounted to $16.4 million and $15.4 million, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between financial statements carrying amounts of assets and liabilities and their respective tax basis. Deferred taxes are calculated using currently enacted income tax rates for the year in which they are recognized. The effect of a change in income tax rates on deferred tax asset and liability balances is recognized in income in the period that includes the enactment of such rate change. A valuation allowance, if necessary, is recorded against deferred tax assets if utilization is not likely.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Should tax laws change, the Company’s tax expense and cash flows could be materially impacted.

 

16


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

401(k) Retirement Plan

Two subsidiaries of the Company in the United States maintain a qualified 401(k) plan for its eligible employees, who may elect to contribute voluntarily through payroll deductions, subject to certain statutory limitations as mentioned in the table below. One of the subsidiaries has elected to provide for a matching contribution while the other subsidiary has elected to not provide for a matching contribution. The Company contributed $0.5 million and $0.4 million towards employer contributions for the nine months ended September 30, 2023 and 2022, respectively.

 

     (USD 000)  

Year

   Basic Contribution Limit      Catch-Up Contribution (50 or older)  

2023

     22.5        7.5  

2022

     20.5        6.5  

Revenue Recognition

The Company derives substantially all of its revenues from selling licenses and maintenance for a fixed fee, and from providing consulting services. The Company’s agreements for licenses and maintenance generally have annual or multi-year terms. The Company typically invoices customers annually at the beginning of each annual contract period but may also invoice customers on a quarterly or monthly basis. Payments are generally due and payable upon receipt of invoice by the Company’s customers or within 30 days of the stated billing date.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

 

   

Identify the contract with a customer.

 

   

Identify the performance obligations in the contract.

 

   

Determine the transaction price.

 

   

Allocate the transaction price to performance obligations in the contract.

 

   

Recognize revenue as the performance obligation is satisfied.

The Company’s contracts may include one or any combination of the following products and services.

License and Solutions Reporting Templates

Licenses for on-premise software provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual licenses or subscribe to time-based licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Revenue from distinct on-premise or time-based licenses is recognized upfront at the point in time when the software is made available to the customer as this is the point the user of the software can direct the use of and obtain substantially all of the remaining benefits from the software license.

Solutions Reporting Templates provide customers with one or more “Software Components” of the Company’s Regulatory Solutions software that are being licensed by a customer. Solutions Reporting Template contracts include two performance obligations: a term license to the on-premise software, and associated maintenance to provide technical support, bug fixes, and unspecified updates on a stand-ready basis.

 

17


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

When contracted with customers for on-premise use, license and solution revenue is recognized at a point in time when control is passed to the customer upon receipt of the license and solution. License maintenance and solution maintenance revenue is recognized over the contract term.

Cloud Services

The Company offers cloud services arrangements whereby the software is hosted and managed for certain customers. When contracted simultaneously with the Company’s software, there is a single performance obligation of the Company to maintain the use of the software. Revenue is recognized for such arrangements ratably over the duration of the contact.

Consulting Services

Consulting is comprised of two types of services, implementation, and training. Implementation consists of services to implement the Company’s software for the client, including software installation, environment set-up, configuration of data sources, and models for uploading into the software, systems testing, and user testing. The Company offers training sessions for client users. Consulting services are typically billed on a time and expense basis. These are provided based on hourly or daily rates and revenue is recognized based on actual hours incurred. The Company also offers fixed price contract agreements and revenue is recognized using the input method to measure progress towards complete satisfaction of the services, because the customer simultaneously receives and consumes the benefits provided by the Company. In contracts with multiple performance obligations, we account for individual performance obligations separately if they are distinct. The input method is based upon hours consumed relevant to the total project.

For certain Regulatory Solutions, the Company allocates the transaction price to each performance obligation based on our relative standalone selling price out of total consideration of the contract. Standalone selling price is determined utilizing observable prices to the extent available based on a grouping of recent contracts with similar performance obligations. If the standalone selling price for a performance obligation is not directly observable, we use an estimate based on observable inputs.

For certain Capital Market Solutions, the Company determines standalone selling prices for professional services and software maintenance services for perpetual licenses using observable pricing as these are sold separately to its customers. As pricing for perpetual and time-based licenses is highly variable, the Company applies the residual approach when determining the standalone selling price of the perpetual license and time-based license and maintenance services bundle and does so by deducting the sum of the observable standalone selling prices of the other performance obligations in the contract from the transaction price.

Disaggregated Revenue Information

The following table provides the timing of revenue recognition of disaggregated revenue:

 

(USD 000)

   Quarter ended      Nine months ended  

Nine months ended September 30

   September
30, 2023
     September
30, 2022
     September
30, 2023
     September
30, 2022
 

Over time

     108,654        99,474        323,093        297,256  

Point in time

     29,646        26,888        69,926        87,247  
  

 

 

    

 

 

    

 

 

    

 

 

 
     138,300        126,362        393,019        384,503  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

18


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Deferred Contract Costs

The Company capitalizes commission expenses paid to internal sales personnel that are incremental to obtaining customer contracts. Costs related to the initial signing of contracts are amortized over the average customer life, which has been estimated to be five years. The Company determined the period of benefit by taking into consideration the length of terms in its customer contracts, including renewals and extensions, the average customer life, and the expected useful life of the Company’s technology. Amounts expected to be recognized within one year of the balance sheet date are recorded as deferred contract costs, and the remaining portion is recorded as deferred contract costs, non-current in the consolidated balance sheets.

Amortization expense is included in selling, general, and administrative expense in the consolidated statements of operations.

The following table represents a roll forward of the Company’s deferred contract costs:

 

     (USD 000)  

Balance, December 31, 2022

     14,812  
  

 

 

 

Additions to deferred contract costs

     6,350  

Amortization of deferred contract costs

     (3,220
  

 

 

 

Balance, September 30, 2023

     17,942  
  

 

 

 

Contract Assets (Unbilled Receivables) and Contract Liabilities (Deferred Revenue)

The Company records unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as the Company has an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. The Company records contract assets as amounts related to the contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced. The Contract asset balance was $160.3 million and $158.4 million as of September 30, 2023 and December 31, 2022, respectively, of which $116.4 million and $126.3 million are included in current assets as of September 30, 2023 and December 31, 2022, respectively. The remaining balance is presented within long term assets.

The Company records contract liabilities to deferred revenue when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts.

The following table represents a rollforward of the Company’s contract liabilities (deferred revenue):

 

     (USD 000)  

Balance, December 31, 2022

     189,221  
  

 

 

 

Additions to deferred revenue

     255,225  

Reduction of deferred revenue

     (334,568
  

 

 

 

Balance, September 30, 2023

     109,878  
  

 

 

 

Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as deferred revenue, net of current portion on the accompanying balance sheets.

 

19


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Leases

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company applies a single recognition and measurement approach for all leases, except for short-term and low-value leases. The Company recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Company recognizes right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Amortization of the right-of-use asset is calculated as the difference between the predetermined straight-line rent expense and the imputed interest on the lease liability.

Lease liabilities

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate.

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of Properties i.e., those leases that have a term of 12 months or less from the commencement date and do not contain a purchase option. The Company also applies the lease of low-value assets recognition exemption to leases that are low in value. Both of the above type of lease payments are recognized as expenses on a straight-line basis over the lease term.

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20


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. The Company’s annual impairment assessment is performed at the end of each fiscal year or performed at other times if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ASC 350, Intangibles – Goodwill and Other state that if an indicator of impairment exists then an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASC 350 also states that a reporting unit with a $0 or negative carrying amount is not required to perform a qualitative assessment.

The Company analyzed its operational structure for the purpose of identifying reporting units in accordance with ASC 350 and determined that the Company’s operations comprise a single reporting unit. There were no indicators of impairment during the nine months ended September 30, 2023 and 2022. The carrying value of Goodwill as of September 30, 2023 and December 31, 2022 was $3,679.7 million.

Intangible Assets

Definite-lived intangible assets are amortized over their respective estimated useful lives to their estimated residual values, in a pattern that reflects when the economic benefits will be consumed and are reviewed for impairment under the provisions of ASC 360-10-35, Property, Plant and Equipment/Overall/Subsequent Measurement. The Company reviews intangible assets subject to amortization for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized in an amount by which the carrying amount of the asset exceeds its fair value.

No impairment loss was recognized for intangible assets with definite lives during the nine months ended September 30, 2023 and 2022.

Intangible assets are amortized on a straight-line basis over their useful finite economic lives, as noted below, and are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The assessed useful life of customer relationships requires a high degree of management judgment and estimation. Such estimates are, in part, predicated upon assumed attrition and growth rates applicable to existing customers at the time of acquisition. If actual results deviate from these assumptions, it could result in an impairment or change in the estimated useful life that could have a material impact on future operating results.

 

 

                   (USD 000)  
     Useful lives      September 30,
2023
     December 31, 2022  

Trademark

     8-10 years        130,972        130,763  

Developed technology

     5-7 years        407,497        391,223  

Customer relationships

     18-21 years        1,671,822        1,675,053  

Purchased software

     1.5-5 years        4,894        3,900  
     

 

 

    

 

 

 
        2,215,185        2,200,939  

Less: accumulated amortization

        (379,661      (257,319
     

 

 

    

 

 

 
        1,835,524        1,943,620  
     

 

 

    

 

 

 

Amortization on Intangible assets for the nine months ended September 30, 2023 and 2022 is $123.2 million and $119.5 million, respectively, and for the three months ended September 30, 2023 and 2022 is $41.4 million and $39.9 million, respectively.

 

21


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

The expected amortization expense for each of the fiscal years 2023 through 2027 and for periods thereafter is as follows:

 

Year ending December 31,

   (USD 000)  

2023 – From October 1 to December 31

     42,061  

2024

     166,000  

2025

     165,647  

2026

     165,293  

2027

     142,004  

Thereafter

     1,154,519  
  

 

 

 

Total Intangible Assets, Net

     1,835,524  
  

 

 

 

3. Concentration of Risks Related to Credit, Foreign Operations, and Foreign Currencies

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, deposits with banks and financial institutions including restricted balances as well as exposure to customers including accounts receivables and unbilled receivable. The Company maintains cash balances in several United States financial institutions, which are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per institution. Beyond the United States of America, the Company has cash balances covered by comparable insurance based on local regulations. From time to time, the Company’s balances may exceed these limits however balances are held with financial institutions with high credit standing.

The Company performs ongoing evaluations of its customers’ financial condition and maintains an allowance for uncollectible accounts receivable based upon the expected collectability of all accounts receivable, using the provision matrix and the specific identification method. The Company does not require collateral from its customers. The Company is not able to predict changes in the financial stability of its customers. In cases when a delinquency in payments occurs, the Company may withhold services delivery under current implementation, discontinue support or limit the right to use its software.

As of September 30, 2023 and December 31, 2022, there is no geographical concentration of credit risk as the Company’s customer base is internationally dispersed and no individual customer represents more than 10% of the Company’s outstanding trade and other unbilled receivables balances or more than 10% of the Company’s revenue in any of the periods presented.

Geographic concentrations of net assets by countries outside the United States were as follows:

 

            (USD 000)  
     September 30, 2023      December 31, 2022  

United Kingdom

     48,055        35,429  

Netherlands

     193,982        207,775  

Singapore

     13,712        14,662  
  

 

 

    

 

 

 
     255,749        257,866  
  

 

 

    

 

 

 

The Company is also subject to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of the foreign affiliates and intercompany loans, as well as transactions denominated in foreign currencies.

 

22


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

4. Property and Equipment, Net

Property and equipment, net is summarized as follows:

 

            (USD 000)  
     September 30, 2023      December 31, 2022  

Furniture and fixtures

     619        602  

Computer equipment

     6,881        6,450  

Leasehold improvements

     6,225        5,383  
  

 

 

    

 

 

 
     13,725        12,435  

Accumulated Impairment

     (1,201      (1,201

Accumulated depreciation

     (4,765      (2,489
  

 

 

    

 

 

 
     7,759        8,745  
  

 

 

    

 

 

 

Depreciation and amortization expense related to property and equipment for the nine months ended September 30, 2023 and September 30, 2022 amounted to $2.3 million and $2.4 million, and for the three months ended September 30, 2023 and September 30, 2022 amounted to $0.8 million and $0.7 million, respectively.

5. Leases

The Company has lease contracts for its office premises which are operating in nature as per ASC 842. Leases of property generally have lease terms between 12 months to 10 years depending upon the importance of a particular location and other factors such as the number of customers and employees in that country. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets.

The Company applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases. Set out below are the carrying amounts of right-of-use (RoU) assets recognized for operating leases and the movements during the years then ended:

 

(USD 000)

   September 30, 2023      December 31, 2022  

As of January 1,

     17,037        29,967  

RoU assets obtained in exchange for new operating lease liabilities

     2,024        2,907  

Termination of lease

     (22      (1,740

Remeasurement of lease term

     (101      (2,888

Impairment of RoU assets

     —          (5,735

Amortization for the year

     (3,626      (5,474
  

 

 

    

 

 

 

Ending balance

     15,312        17,037  
  

 

 

    

 

 

 

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23


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Set out below are the carrying amounts of operating lease liabilities (included under interest-bearing loans and borrowings) and the movements during the period:

 

     (USD 000)  
     September 30, 2023      December 31, 2022  

As of January 1,

     22,831        29,916  

Additions on account of new lease contracts

     2,024        2,907  

Termination of lease

     (20      (1,766

Remeasurement of lease term

     (101      (2,888

Accretion of interest

     1,262        2,055  

Payment of lease liabilities

     (5,498      (7,393
  

 

 

    

 

 

 

Ending balance

     20,498        22,831  
  

 

 

    

 

 

 

Less: current portion

     6,006        4,954  
  

 

 

    

 

 

 

Total non-current lease liabilities

     14,492        17,877  
  

 

 

    

 

 

 

The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter:

 

Year ending December 31,

   (USD 000)  

2023 – October 1 to December 31

     1,168  

2024

     6,980  

2025

     5,214  

2026

     4,379  

2027

     3,326  

Thereafter

     3,012  
  

 

 

 

Total Operating lease payments

     24,079  
  

 

 

 

Imputed Interest

     (3,581
  

 

 

 

Total

     20,498  
  

 

 

 

The following table presents the weighted-average lease term and discount rate for operating leases:

 

      (USD 000)  
     September 30, 2023     December 31, 2022  

Weighted-average remaining lease term

     4.21 years       4.58 years  

Weighted-average discount rate

     7.85     7.48
  

 

 

   

 

 

 

Amortization and interest expense on the Capitalized Operating leases for the nine months ended September 30, 2023 and 2022 amounted to $4.9 million and $6.0 million, respectively, and for the three months ended September 30, 2023 and 2022 amounted to $1.7 million and $1.9 million, respectively.

The Company has non-cancellable minimum operating lease commitments for short-term leases and low-value assets as of September 30, 2023 and December 31, 2022 totaling $0.2 million and $0.07 million, respectively.

 

24


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Impairment of Leases and related assets

During the nine months ended September 30, 2022, the Company decided to exit and seek sublease for one of its leased facilities predominately due to a remote work model for a significant number of employees arising from the COVID-19 pandemic and synergies arising from the Acquisition. During the nine-month period ended September 30, 2022, the Company recorded a non-cash impairment charge of $3.6 million related to operating lease right-of-use assets and an impairment charge of $1.1 million for associated leasehold improvements. No impairment was recorded during the three months ended September 30, 2022 and for the corresponding periods in the current year. The impairment was determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment. The fair value of the right-of-use asset was based on the estimated sublease income for the affected facilities taking into consideration the time it will take to obtain a sublease tenant, the applicable discount rate and the sublease rate which represents Level 3 unobservable inputs. The impairment is presented in the Re-organization costs on the Consolidated Statements of Operations.

Sublease

The Company sub-leased office spaces where the Company is the tenant to several surplus non-cancellable leases. Total sublease income for the nine months ended September 30, 2023 and September 30, 2022 was $1.2 million and $0.3 million, respectively, and for the three months ended September 30, 2023 and September 30, 2022 was $0.4 million and $0.2 million, respectively. Total estimated aggregate sublease income to be received over the term of the sub-lease arrangement from October 1,2023 and ending August 31,2029 amounts to $5.8 million.

6. Long-Term Debt and Line-of-Credit

In 2020, the Company entered into a term loan agreement with the principal amount of $500.0 million (the “Term loan”). The loan matures on December 3, 2027 and requires quarterly principal payments of $1.3 million and interest payments of 7.50% on the outstanding principal amount. In connection with the term loan agreement, the Company incurred $14.3 million of debt issuance costs.

In 2021, the Company increased its existing term loan agreement by $1,550.0 million with the same maturity date of December 3, 2027. As of September 30, 2023, the Company had fully drawn the term loan. The quarterly principal payments were revised to $5.1 million and interest rate was reduced by 50bps to 7.00% on the outstanding principal amount. The interest rate applicable is made up of two components which are LIBOR with a floor of 1% and a credit spread of 6%. During the nine months ended September 30, 2023 and 2022, the Company paid off principal to the extent of $15.4 million in each period and credit spread ranged between 6% to 5.75% depending upon the Company’s leverage ratio.

In 2021, a Delayed Draw Term Loan facility (DDTL) of $100.0 million was added to the term loan agreement with a term of 2 years. Until such time that the DDTL is utilized, a commitment fee of 1.00% is payable on the committed amount of $100.0 million. As of December 31, 2022, the Company has no outstanding borrowings against the DDTL. During July 2023, the tenure of the DDTL expired and no further commitment fee is payable on the DDTL.

During 2021, the Company incurred $33.8 million of debt issuance costs for the increase in limits which are recognized as deferred financing costs offsetting the debt balance and amortized as interest expense through the maturity date.

 

25


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Principal payments required to be made under the terms of the term loan agreement are as follows:

 

Year ending December 31

   (USD 000)  

2023 – From October 1 to December 31

     5,119  

2024

     20,475  

2025

     20,475  

2026

     20,475  

2027

     20,475  

Thereafter

     1,914,412  
  

 

 

 
     2,001,431  
  

 

 

 

The loan balance reported in the consolidated balance sheet is presented net of the unamortized balance of debt issuance costs of $31.9 million and $37.8 million as of September 30, 2023 and December 31, 2022, respectively. Amortization of these costs is calculated by the straight-line method, which approximates the effective interest method, and reported as interest expense in the accompanying statements of operations. The interest expense representing amortization of loan issuance costs for the nine months ended September 30, 2023 and 2022 was $5.9 million in each period and for three months ended September 30, 2023 and 2022 was $1.9 million in each period.

The Company also maintains a $150.0 million revolving credit facility (RCF) which matures on December 3, 2025. Interest on amounts borrowed are payable at the same rate as applicable to the Term loan and, until the facility is utilized, there is a commitment fee of 0.50% is payable on the total amount of the facility. As of September 30, 2023 and December 31, 2022, the Company has no outstanding borrowings against the facility.

The term loan and credit facilities are subject to certain financial and affirmative covenants. As of September 30, 2023 and December 31, 2022, the Company was in compliance with all required covenants. The term loan and credit facilities are secured by the assets of Group.

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26


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

7. Capital Structure

7.1 Number and Type of shares of the Capital Stock

As of September 30, 2023 and December 31, 2022, the Company’s capital structure is summarized as follows:

7.1.A Class C Common Stock

 

Class C Common Stock

   September 30, 2023      December 31, 2022  

Authorized

     100,000        100,000  

Outstanding

     23,986        23,989  

Par

   $ 0.001      $ 0.001  

Aggregate liquidation value

   $ 2,975,822      $ 2,764,221  
  

 

 

    

 

 

 

7.1.B Class A Common Stock

 

Class A Common Stock

   September 30, 2023      December 31, 2022  

Authorized

     100,000        100,000  

Outstanding

     10,416        10,416  

Par

   $ 0.001      $ 0.001  

Aggregate liquidation value

   $ 1,433,908      $ 1,317,321  
  

 

 

    

 

 

 

7.1.C Class B Common Stock

 

Class B Common Stock

   September 30, 2023      December 31, 2022  

Authorized

     11,000,000        11,000,000  

Outstanding

     8,857,511        8,857,511  

Par

   $ 0.001      $ 0.001  
  

 

 

    

 

 

 

7.1.D Class D Common Stock

 

Class D Common Stock

   September 30, 2023      December 31, 2022  

Authorized

     100,000,000        100,000,000  

Outstanding

     7,400,145        7,019,028  

Par

   $ 0.001      $ 0.001  
  

 

 

    

 

 

 

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27


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

7.2 Terms and conditions of the Common Stock

Dividend rights

Class C Common Stock

When and as declared by the Board and to the extent permitted under the General Corporation Law of Delaware, holders of Class C Common Stock are entitled to preferential dividends. Dividends on each share of Class C Common Stock accrue on a daily basis at the rate of 10% per annum on the sum of the Liquidation Value thereof ($100,000.00 per share) plus all accumulated and unpaid dividends thereon from and including the date of issuance of such share to and including the first to occur of (i) the date on which the Liquidation Value of such share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation, dissolution or winding up of the Company or the redemption or repurchase of such share by the Company or (ii) the date on which such share is otherwise acquired by the Company. Such dividends accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends and such dividends shall be cumulative such that all accrued but unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends may be declared or paid with respect to any shares of Class A Common Stock, Class B Common Stock, or Class D Common Stock.

To the extent not paid on the last business day of March, June, September and December of each year, beginning September 30, 2021, all dividends that have accrued on each share of Class C Common Stock outstanding during the relevant three-month period are accumulated and shall remain accumulated dividends with respect to such share until paid to the holder thereof.

Class A Common Stock

When and as declared by the Board and to the extent permitted under the General Corporation Law of Delaware, holders of Class A Common Stock are entitled to preferential dividends (subject to the preference rights of the Class C Common Stock). Dividends on each share of Class A Common Stock accrue on a daily basis at the rate of 11.5% per annum on the sum of the Liquidation Value thereof ($100,000.00 per share) plus all accumulated and unpaid dividends thereon from and including the date of issuance of such share to and including the first to occur of (i) the date on which the Liquidation Value of such share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof in connection with the liquidation, dissolution or winding up of the Company or the redemption or repurchase of such share by the Company or (ii) the date on which such share is otherwise acquired by the Company. Such dividends accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends and such dividends shall be cumulative such that all accrued but unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends may be declared or paid with respect to any shares of Class B Common Stock or Class D Common Stock.

To the extent not paid on the last business day of March, June, September and December of each year, beginning December 31, 2020, all dividends that have accrued on each share of Class A Common Stock outstanding during the relevant three-month period are accumulated and shall remain accumulated dividends with respect to such share until paid to the holder thereof.

 

28


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Class B Common Stock

Holders of Class B Common Stock are entitled to receive, ratably, on a per share basis and pari passu with holders of Class D Common Stock, such dividends as may be declared by the Board from time to time out of funds legally available therefor. The rights of holders of Class B Common Stock to receive dividends are subject to the provisions of the Class A Common Stock and Class C Common Stock. If and when dividends on the shares of Class B Common Stock are declared and payable from time to time by the Board, the holders of shares of Class B Common Stock shall be entitled to share equally, on a per share basis and pari passu with holders of Class D Common Stock, in such dividends.

Class D Common Stock

Holders of Class D Common Stock are entitled to receive, ratably, on a per share basis and pari passu with holders of Class B Common Stock, such dividends as may be declared by the Board from time to time out of funds legally available therefor. The rights of holders of Class D Common Stock to receive dividends are subject to the provisions of the Class A Common Stock and Class C Common Stock. If and when dividends on the shares of Class D Common Stock are declared and payable from time to time by the Board, the holders of shares of Class D Common Stock shall be entitled to share equally, on a per share basis and pari passu with holders of Class B Common Stock, in such dividends.

Liquidation Preference

Class C Common Stock

Upon any liquidation, dissolution or winding up of the Company (whether voluntary or involuntary), including any merger or similar transaction under the General Corporation Law of the State of Delaware, each holder of Class C Common Stock is entitled to be paid, before any distribution or payment is made upon any shares of Class A Common Stock, Class B Common Stock, or Class D Common Stock, an amount in cash equal to the aggregate Liquidation Value of all shares of Class C Common Stock held by such holder (plus all accrued and unpaid dividends thereon), and the holders of Class C Common Stock shall not be entitled to any further payment.

Class A Common Stock

Upon any liquidation, dissolution or winding up of the Company (whether voluntary or involuntary), including any merger or similar transaction under the General Corporation Law of the State of Delaware, each holder of Class A Common Stock is entitled to be paid, before any distribution or payment is made upon any shares of Class B Common Stock or Class D Common Stock, but subject to the preference of the Class C Common Stock, an amount in cash equal to the aggregate Liquidation Value of all shares of Class A Common Stock held by such holder (plus all accrued and unpaid dividends thereon), and the holders of Class A Common Stock shall not be entitled to any further payment.

Class B Common Stock

Subject to the provisions of the Class A Common Stock and Class C Common Stock, in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, including any merger or similar transaction under the General Corporation Law of the State of Delaware, the holders of Class B Common Stock are entitled to receive, ratably, on a per share basis and pari passu with the holders of Class D Common Stock, all of the remaining assets of the Company available for distribution to its stockholders.

 

29


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

Class D Common Stock

Subject to the provisions of the Class A Common Stock and Class C Common Stock, in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, including any merger or similar transaction under the General Corporation Law of the State of Delaware, the holders of Class D Common Stock are entitled to receive, ratably, on a per share basis and pari passu with the holders of Class B Common Stock, all of the remaining assets of the Company available for distribution to its stockholders.

Voting Rights

Each class of Common Stock is treated equally and entitled to one vote per share on all matters to be voted on by the Company’s stockholders.

Redemption Rights

None of the shares of Common Stock are redeemable at the option of the holder.

So long as any Class A Common Stock remains outstanding, without the prior written consent of the holders of a majority of the Class A Common Stock at the time such action is taken, the Company shall not, redeem, purchase or otherwise acquire directly or indirectly any shares of Class B Common Stock or Class D Common Stock, nor shall the Company directly or indirectly pay or declare any dividend or make any distribution upon any shares of Class B Common Stock or Class D Common Stock.

So long as any Class C Common Stock remains outstanding, without the prior written consent of the holders of a majority of the Class C Common Stock at the time such action is taken, the Company shall not, redeem, purchase or otherwise acquire directly or indirectly any shares of Class A Common Stock, Class B Common Stock, or Class D Common Stock, nor shall the Company directly or indirectly pay or declare any dividend or make any distribution upon any shares of Class A Common Stock, Class B Common Stock, or Class D Common Stock.

Notwithstanding the foregoing, the Company may redeem or repurchase shares of Common Stock from present or former employees, directors or consultants of the Company, usually when they leave the employment in the Company, in accordance with the provisions of the equity repurchase agreements entered into with such employees, directors or consultants approved by the Board.

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30


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

8. Management incentive plan

Adenza Parent L.P., the ultimate Parent, implemented the Amended and Restated Adenza Parent, L.P. Incentive Equity Plan and the Adenza Parent, L.P. Equity Appreciation Rights Plan (collectively, the “Plan”) pursuant to which Adenza Parent issues awards of incentive equity to employees of the Company and its direct and indirect subsidiaries. Pursuant to the Plan, incentive equity may be issued in the form of Class B Units of Adenza Parent (“Class B PIUs”) or Class B equity appreciation rights (“Class B EARs” and collectively with the Class B PIUs, the “Awards”). Adenza Parent issued Class B PIUs and Class B EARs to certain employees and directors of Adenza Parent (“the Participants”) for no cash consideration in March and April 2021 and again in December 2021. Since the value of these Awards was immaterial at the time of the grant, there is no compensation expense recognized during nine months ended September 30, 2023 and 2022 and three months ended September 30, 2023 and 2022. The estimated valuation of the awards was determined using a discounted cash flow analysis.

A summary of activity is as follows:

 

     Class B EARs      Class B PIUs      Total  

December 31, 2022

     1,783,312        7,583,541        9,366,853  

Granted

     392,211        381,117        773,328  

Cancelations

     (17,983      (22,628      (40,611
  

 

 

    

 

 

    

 

 

 

September 30, 2023

     2,157,540        7,942,030        10,099,570  
  

 

 

    

 

 

    

 

 

 

December 31, 2021

     1,558,099        7,485,979        9,044,078  

Granted

     316,445        769,404        1,085,849  

Cancelations

     (88,882      (525,593      (614,475
  

 

 

    

 

 

    

 

 

 

September 30, 2022

     1,785,662        7,729,790        9,515,452  
  

 

 

    

 

 

    

 

 

 

June 30, 2023

     2,159,861        7,942,030        10,101,891  

Granted

     —          —          —    

Cancelations

     (2,321      —          (2,321
  

 

 

    

 

 

    

 

 

 

September 30, 2023

     2,157,540        7,942,030        10,099,570  
  

 

 

    

 

 

    

 

 

 

June 30, 2022

     1,866,429        7,769,894        9,636,323  

Granted

     —          87,095        87,095  

Cancelations

     (80,767      (127,199      (207,966
  

 

 

    

 

 

    

 

 

 

September 30, 2022

     1,785,662        7,729,790        9,515,452  
  

 

 

    

 

 

    

 

 

 

Class B PIUs are equity in Adenza Parent. Subject to a participation threshold, if any, each holder of Class B PIUs is entitled to its pro rata share of proceeds from a Change in Control of Adenza Parent after satisfaction of all liabilities and payment to the holders of Class A Units of the Class A Unreturned Capital and Class A Unpaid Yield, each as defined in the Second Amended and Restated Limited Partnership Agreement of Adenza Parent.

 

31


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

The Class B EARs have a financial right to consideration upon a Change in Control. The Class B EARs are not actual equity interests in the Adenza Parent or any entity but represent a hypothetical unit of measurement maintained by the Adenza Parent in a bookkeeping account for the Participant’s benefit, entitling the Participant to a cash payment subject to the terms and conditions of the Plan and assuming for these purposes that each Class B EAR is economically equivalent to one Class B PIU.

The Awards are subject to certain restrictions, including vesting restrictions, transferability restrictions, repurchase rights, and rights of first refusal. Some or all of the Awards may be subject to cancellation or repurchase upon the Participant’s termination of employment with the Company.

Awards granted in March and April 2021 were subject to two types of vesting:

 

1.

Type I – time-based vesting – 25% of the Awards would vest on the first anniversary of the acquisition of AxiomSL by Thoma Bravo (i.e., December 3, 2021), and the remaining 75% of the Type I Awards will vest in equal amounts monthly over the next thirty-six (36) months.

 

2.

Type II – performance-based vesting - These Awards will vest depending upon Adenza meeting the EBITDA-based targets set by the Board for the relevant years 2021-2024. If the EBITDA-based target for a period is met, then 25% of the Type II Awards will vest as of December 31 of the relevant year.

Holders of Awards issued in March and April 2021 were offered the option to switch to the following vesting terms, which applied to all Awards issued in December 2021 and all awards issued in 2022, except for those under the Sales Vesting Plan described below. Some holders opted to switch to the terms of the awards issued in December 2021 however the value of both the awards is insignificant resulting in no impact on consolidated statements of operations.

Vesting can be divided into 3 types that are as follows:

 

1.

Type I - time-based vesting - 25% of Type I Awards will vest on the first anniversary of the acquisition of Calypso by Thoma Bravo (i.e., July 22, 2022), and the remaining 75% of the Type I Awards will vest in equal amounts daily over the next thirty-six (36) months.

 

2.

Type II - performance-based vesting - These Awards will vest depending upon Adenza meeting the EBITDA-based targets set by the Board for the relevant years 2022-2025. If the EBITDA-based target for a period is met, then 25% of the Type II Awards will vest as of December 31 of the relevant year.

 

3.

Type Ill - will vest upon a change of control.

Participants may have the right to acceleration upon a Change in Control, as set forth in the applicable Grant Agreement. Upon termination of employment, unvested Awards are cancelled. Vested awards may be subject to cancelation or repurchase, depending on the terms of the applicable Grant Agreement and the circumstances of the Participant’s termination.

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32


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

In May 2022, the Ultimate Parent issued Awards to Participants who are Sales Executives of the Company and its direct and indirect subsidiaries (the “Sales Vesting Plan”). Each Award is divided into three equal annual tranches. Vesting is determined based on each Participant’s sales quota as set forth in the Participant’s Sales Compensation Plan, and is determined as follows:

 

  1.

0% to 65% Quota Achievement: No vesting of the annual tranche. All amounts in the annual tranche are forfeited.

 

  2.

65% to 80% Quota Achievement: No vesting of the annual tranche, however 40% of the annual tranche carries over to the next year.

 

  3.

80% to 100% Quota Achievement: Minimum 40% vesting of the annual tranche. The remaining 60% vests based on proportionate achievement between 80% and 100%. Unvested amounts carryover to the following year.

Quota overachievement entitles the Participant to additional vesting from the subsequent year’s tranche. Amounts carried-over from a prior year tranche are available for the next year only.

Awards granted under the Sales Vesting Plan are subject to the same restrictions and other terms and conditions as the other vesting plans.

9. Contingencies

The Company, from time to time, may be involved in various claims and lawsuits, both for and against the Company, arising in the normal course of business. Management believes that any financial responsibility that may be incurred in settlement of such claims and lawsuits would not be material to the Company’s financial position, operations, and cash flows.

10. Re-organization costs

Re-organization costs are summarized below:

 

     Nine months ended  

(USD 000)

   September 30,
2023
     September 30,
2022
 

Restructure - Severance and office relocation on account of Axiom & Calypso merger, Russia operations windup and NASDAQ, Inc. acquisitions related cost

     118        4,434  

One time projects - Internal entities reorganization post-merger and other realignment projects

     3,124        1,789  

Systems - Implementation of Finance and Customer Relationship Management systems

     1,412        2,610  

Others - Calypso acquisition and Cyber security

     198        528  

Impairment of Right of Use Asset

     —          3,640  

Impairment of Leasehold improvement

     —          1,113  
  

 

 

    

 

 

 
     4,852        14,114  
  

 

 

    

 

 

 

 

33


Adenza Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

 

 

11. Income Taxes

The Company determines the tax provision for interim periods using an estimate of its annual effective tax rate. Each quarter, the Company updates its estimate of annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment.

The Company’s effective tax rate increased from 24.05% during the three and nine months ended September 30, 2022, to 31.41% and 30.34% during the three and nine months ended September 30, 2023. The Company recorded income tax benefit of $8.7 and $29.7 million for the three and nine months ended September 30, 2023 and $4.7 and $13.6 million for the three and nine months ended September 30, 2022. The increase in income tax benefit was primarily a result of an increase in pre-tax loss and in the projected annual effective tax rate during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022. The increase in the projected annual effective tax rate is driven, primarily, by an increase in the projected foreign derived intangible income benefit and creditability of foreign withholding taxes. The benefit is partially offset by an increase in the statutory tax rate in the UK effective April 1, 2023, and a projected reduction in GILTI and research tax credits.

Effective for taxable years beginning after December 31, 2021, Internal Code Section 174, Amortization of Research and Experimental Expenditures, provides that research and experimentation expenses can no longer be currently deducted, and instead are required to be capitalized. Such capitalized expenses are to be amortized over a period of five and fifteen years for the U.S. and foreign research, respectively. Although this change has no impact on the income statement due to offsetting current tax expense with corresponding deferred tax benefit, the change has resulted in an increase in the current and deferred tax balances as of September 30, 2023 and 2022.

12. Subsequent Events

The Company evaluated events occurred after September 30, 2023 through November 16, 2023, the date when the consolidated financial statements were available to be issued, and there are no subsequent events that met recognition or disclosure criteria, other than as disclosed below:

On November 1, 2023, NASDAQ, Inc. completed the acquisition of the Company. Pursuant to the merger of ARGUS Merger Sub 1, Inc. with and into the Company, and the subsequent merger of the Company with and into ARGUS Merger Sub 2, LLC (now named Adenza Holdings, LLC), the Company was discontinued as of November 1, 2023, with Adenza Holdings, LLC as its successor-in-interest. Further, the term loan was repaid in full on November 1, 2023 in connection with the acquisition of the Company by NASDAQ, Inc.

The remainder of this page intentionally left blank.

 

34

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information combines the historical condensed consolidated balance sheet and statement of income of Nasdaq, Inc. (the “Company” or “Nasdaq”) and the historical consolidated balance sheet and statement of operations of Adenza Holdings, Inc. and subsidiaries (“Adenza”), after giving effect to the Acquisition (as defined in Note 1 – Description of the Acquisition and Financing Transactions) and the pro forma effects of certain assumptions and adjustments described in “Notes to the Unaudited Pro Forma Condensed Combined Financial Information” below.

On November 1, 2023, we completed the acquisition of Adenza. At closing, 85.6 million shares of Nasdaq common stock, at a closing price of $48.71 per share, were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq.

The unaudited pro forma condensed combined financial information has been prepared to give effect to the following:

 

   

Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 805, Business Combinations (“ASC 805”) where the assets and liabilities of Adenza will be recorded by Nasdaq at their respective fair values as of the date the Acquisition was completed;

 

   

Adjustments to conform financial statement presentation of Adenza to those of Nasdaq, based upon preliminary assessment by Nasdaq;

 

   

Adjustments to reflect the following variable-rate financing transactions (collectively, the “Variable-Rate Financing Transactions”) and other related adjustments:

 

   

Nasdaq’s commercial paper issuances; and

 

   

Nasdaq’s term loan facility;

 

   

The transfer of purchase consideration comprised of approximately $5,770 million in cash (which is subject to customary post-closing adjustments) and 85,608,414 shares of Nasdaq common stock issued, in exchange for the right, title, and interest in and to all the outstanding shares of Adenza; and

 

   

Adjustments to reflect transaction costs in connection with the Acquisition.

The Variable-Rate Financing Transactions along with Nasdaq’s offerings of U.S. dollar denominated and Euro denominated senior notes issued in June 2023 (as discussed in Note 1 – Description of the Acquisition and Financing Transactions) are collectively referred to as the “Financing Transactions.”

The following unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of income for the year ended December 31, 2022 and the nine months ended September 30, 2023 are derived from and should be read in conjunction with (a) Nasdaq’s (i) audited historical consolidated financial statements filed in the Annual Report on Form 10-K of Nasdaq for the year ended December 31, 2022 and (ii) unaudited interim condensed consolidated financial statements filed in the Quarterly Report on Form 10-Q of Nasdaq for the nine months ended September 30, 2023 and (b) Adenza’s (i) audited historical consolidated financial statements for the year ended December 31, 2022 and (ii) unaudited interim consolidated financial statements for the nine months ended September 30, 2023. The unaudited pro forma condensed combined financial information gives effect to the Acquisition and the Variable-Rate Financing Transactions as if they had occurred on (i) September 30, 2023 for purposes of the unaudited pro forma condensed combined balance sheet, and (ii) January 1, 2022 for purposes of the unaudited pro forma condensed combined statements of income for the year ended December 31, 2022 and the nine months ended September 30, 2023.

The unaudited pro forma financial information has been derived from the financial statements of Nasdaq and Adenza after giving pro forma effect to the Acquisition and the Variable-Rate Financing Transactions. The unaudited pro forma condensed combined financial statements have been prepared by Nasdaq’s management for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations that would have been realized had the Acquisition and the Variable-Rate Financing Transactions occurred on the dates

 

1


indicated, nor are they meant to be indicative of any future consolidated financial position or future results of operations that Nasdaq will experience. Pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements are based on available information and certain assumptions that we believe are reasonable and supportable, and do not reflect any cost savings, operating synergies or revenue synergies that may result from the Acquisition or the costs to achieve such synergies. The financial statements of Adenza used to prepare the unaudited pro forma condensed combined statements of income were prepared for the purpose of the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2023.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under U.S. GAAP, which requires all of the following steps: (a) identifying the acquirer; (b) determining the acquisition date; (c) recognizing and measuring the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; and (d) recognizing and measuring goodwill or a gain from a bargain purchase. For the Acquisition, Nasdaq is determined to be the accounting acquirer of Adenza. The identifiable assets acquired, and liabilities assumed, and goodwill are measured and recorded at their acquisition date fair value, with limited exceptions. The results of operations for the combined company will be reported prospectively after the Acquisition date. Nasdaq intends to finalize the valuations, other studies, and the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the Acquisition. The assets and liabilities of Adenza have been measured based on various preliminary estimates using assumptions that Nasdaq believes are reasonable based on information that is currently available. Accordingly, actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information and the differences may be material. We therefore caution you not to place undue reliance on the unaudited pro forma condensed combined financial information. An initial review of the accounting policies was completed to determine material differences and Nasdaq will continue to review the accounting policies and practices of Adenza, and as a result, may identify differences between the accounting policies and practices of the two companies that, when conformed, could have an impact on the financial statements of the Company after giving effect to the Acquisition.

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.

 

2


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2023

($ in millions)

 

           (Note 3)     (Note 5)        
     Nasdaq
Historical
As of
September 30,
2023
    Adenza
Reclassed
As of
September 30,
2023
    Transaction
Accounting
Adjustments –
Acquisition
    Transaction
Accounting
Adjustments –
Financing
    Pro Forma
Combined
 

Assets

          

Current assets:

          

Cash and cash equivalents

   $ 5,340     $ 111     $ (5,982 ) (a)(b)    $ 797  (a)    $ 266  

Restricted cash and cash equivalents

     25       1       —         —         26  

Default funds and margin deposits

     5,935       —         —         —         5,935  

Financial investments

     272       —         —         —         272  

Receivables, net

     595       185       —         —         780  

Other current assets

     184       21       (5 ) (c)      —         200  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     12,351       318       (5,987     797       7,479  

Property and equipment, net

     542       8       —         —         550  

Goodwill

     7,988       3,680       2,148  (d)      —         13,816  

Intangible assets, net

     2,446       1,836       3,244  (e)      —         7,526  

Operating lease assets

     397       15       —         —         412  

Other non-current assets

     626       67       (13 ) (c)      —         680  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 24,350     $ 5,924     $ (608   $ 797     $ 30,463  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

          

Current liabilities:

          

Accounts payable and accrued expenses

   $ 286     $ 60     $ —       $ —       $ 346  

Section 31 fees payable to SEC

     19       —         —         —         19  

Accrued personnel costs

     211       —         —         —         211  

Deferred revenue

     451       108       —         —         559  

Other current liabilities

     146       6       —         —         152  

Default funds and margin deposits

     5,935       —         —         —         5,935  

Short-term debt

     —         21       (21 ) (f)      200  (i)      200  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     7,048       195       (21     200       7,422  

Long-term debt

     9,703       1,949       (1,949 ) (f)      597  (i)      10,300  

Deferred tax liabilities, net

     509       295       817  (g)      —         1,621  

Operating lease liabilities

     412       14       —         —         426  

Other non-current liabilities

     199       5       —         —         204  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     17,871       2,458       (1,153     797       19,973  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Commitments and contingencies

          

Equity

          

Nasdaq stockholders’ equity:

          

Common stock, $0.01 par value

     5       —         (h)      —         6  

Additional paid-in capital

     1,394       3,705       464  (h)      —         5,563  

Common stock in treasury, at cost

     (585     —           —         (585

Accumulated other comprehensive loss

     (2,102     (37     37  (h)      —         (2,102

Retained earnings

     7,755       (202     43  (b)(h)      —         7,596  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Nasdaq stockholders’ equity

     6,467       3,466       545       —         10,478  

Noncontrolling interests

     12       —         —         —         12  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

     6,479       3,466       545       —         10,490  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

   $ 24,350     $ 5,924     $ (608   $ 797     $ 30,463  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

 

3


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the Year Ended December 31, 2022

($ in millions, except per share data)

 

           (Note 3)     (Note 6)  
     Nasdaq
Historical
Year Ended
December 31,
2022
    Adenza
Reclassed
Year Ended
December 31,
2022
    Transaction
Accounting
Adjustments –
Acquisition
    Transaction
Accounting
Adjustments –
Financing
    Pro Forma
Combined
 

Revenue: