INTERCONTINENTALEXCHANGE, INC.
Filed by IntercontinentalExchange, Inc.
(Commission File No. 001-32671)
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company:
The New York Board of Trade, Inc.
(Commission File No. 132-02604)
Date: September 15, 2006
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EARNINGS RELEASE |
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Contact: |
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Kelly Loeffler, VP, Investor and Public Relations
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Ellen Resnick |
IntercontinentalExchange
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Crystal Clear Communications |
770-857-4726
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773-929-9292 (o); 312-399-9295 (c) |
kelly.loeffler@theice.com
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eresnick@crystalclearPR.com |
IntercontinentalExchange, Inc. Reports Third Quarter 2006 Diluted EPS of $0.73,
Revenue Increase of 109%, Net Income Increase of 160%
Third Consecutive Record Quarter for Revenue, Net Income,
Operating Margin and Trading Volume
ATLANTA, GA (November 2, 2006) IntercontinentalExchange (NYSE: ICE) today reported a third
consecutive quarter of record results in revenue, net income and operating margin driven by record
trading volume for the third quarter ended September 30, 2006. ICE reported consolidated revenues
of $94.7 million, a 109.2% increase compared to the third quarter of 2005. Consolidated operating
income rose to $65.4 million, a 163.0% increase compared to the third quarter of 2005, and produced
an operating margin of 69.1%. Third quarter 2006 consolidated net income rose 159.5% over the
prior third quarter to $43.6 million, and diluted earnings per share in the third quarter were
$0.73.
Average daily volume (ADV) for ICE Futures, the companys futures business segment, in the third
quarter of 2006 increased 125.1% to 412,993 contracts, compared to ADV of 183,481 contracts in the
third quarter of 2005. Average daily commissions for ICEs over-the-counter (OTC) segment for the
third quarter of 2006 increased 95.3% to $737,967 compared to $377,815 per day in the third quarter
of 2005. Average daily commissions reflect daily trading activity in the companys OTC markets.
These record results demonstrate ICEs continued leadership in the electronic energy markets
across futures and OTC segments. Market participants are increasingly relying on our global energy
markets for their hedging and risk management needs. We continue to expand our products and
technology platform to meet the demand for access to our liquid and transparent markets, said ICE
Chairman and CEO Jeffrey C. Sprecher. In addition to producing exceptional growth, our expanding
operating margins reflect our strong commitment to financial discipline.
We are moving forward under our agreement reached in September to acquire the New York Board of
Trade, and look forward to joining together with this very highly respected
1
U.S. futures exchange
to form a leading global commodity marketplace, Sprecher continued. We are pleased with the
progress on the acquisition to date, and we believe that the merger between ICE and NYBOT will
create a winning combination for customers and stakeholders.
Third-Quarter Results
For the third quarter of 2006, ICEs consolidated revenues were $94.7 million, an increase of
109.2% compared to $45.2 million in revenues in the third quarter of 2005, and a 28.6% increase
compared to the second quarter of 2006. Consolidated transaction revenues totaled $83.9 million,
for an increase of 106.4% compared to $40.7 million in the third quarter of 2005. Transaction
revenues accounted for 88.7% of consolidated revenues in the third quarter of 2006. Consolidated
market data revenues increased 161.5% to $9.7 million, compared to the prior years third quarter
market data revenues of $3.7 million following a revision to market data pricing earlier this year.
Approximately 58% of ICEs third quarter revenues were derived from North America.
Third quarter 2006 transaction revenues in ICEs OTC business segment increased 89.9% to $46.7
million compared to $24.6 million in the third quarter of 2005. Contract volume in ICEs cleared
OTC markets increased 144.1% to a record 37.1 million contracts in the third quarter, compared to
15.2 million contracts in the same period of 2005. ICE introduced 13 new cleared OTC contracts
during the third quarter, following the launch of 43 cleared contracts in the first half of 2006,
bringing ICEs total cleared OTC contracts to more than 80 products. Revenue generated by the new
cleared OTC contracts introduced in 2006 accounted for $2.1 million of OTC transaction revenue in
the third quarter of 2006. The OTC business segment accounted for 55.7% of third quarter 2006
consolidated transaction revenues.
Transaction revenues for ICEs futures segment totaled $37.2 million, an increase of 131.8% over
futures transaction revenues of $16.0 million in the third quarter last year. Growth was driven by
strong increases in contract volume, a price adjustment in the second quarter, as well as new
contracts and new participants in ICE Futures regulated electronic markets. The futures segment
accounted for 44.3% of third quarter 2006 consolidated transaction revenues.
Consolidated operating expenses during the third quarter of 2006 totaled $29.3 million, an increase
of 43.6% compared to $20.4 million for the third quarter of 2005. The primary increase in third
quarter 2006 expenses resulted from an increase in patent royalty payments relating to futures as
contract volume rose. In the third quarter of 2006, royalty payments and accruals totaled $3.2
million compared to $0.6 million in the third quarter of 2005. The Wagner patent will expire in
February 2007, and ICEs royalty payments and expenses will cease at that time. In addition, the
non-cash compensation costs relating to ICEs adoption on January 1, 2006 of SFAS 123R resulted in
a stock-based non-cash compensation expense of $1.9 million in the third quarter of 2006 compared
to $0.4 million in the same period of 2005.
Third quarter 2006 consolidated operating income was $65.4 million, an increase of 163.0% compared
to $24.9 million in the prior years third quarter. Operating margin in the third quarter of 2006
was 69.1%, a substantial increase from 54.9% in last years third quarter.
Consolidated net income in the third quarter of 2006 was $43.6 million, an increase of 159.5%
compared to net income of $16.8 million for the third quarter of 2005. Diluted
2
earnings per share
were $0.73 in the third quarter of 2006, which was based on 59.6 million diluted weighted average
common shares outstanding.
Consolidated cash flows from operations were $45.4 million in the third quarter of 2006 compared to
$13.3 million in the same period in the prior year. Capital expenditures in the third quarter of
2006 totaled $4.0 million, which was flat compared to the third quarter of 2005. Capitalized
software development costs totaled $1.5 million in the third quarter of 2006, compared to $1.4
million in the same period in the prior year. Unrestricted cash and investments were $248.2
million as of September 30, 2006, compared to $133.5 million as of December 31, 2005. ICE ended
the third quarter with no debt.
Business Update
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Pending required regulatory and membership approvals, ICE expects the closing of the
merger with the NYBOT to occur in the first quarter of 2007. ICE filed its Registration
Statement on Form S-4 (Reg. No. 333-138312) relating to the merger with NYBOT with the
Securities and Exchange Commission on October 31, 2006 (See Important Merger Information
below). The NYBOT membership is expected to vote on the transaction in December 2006 or
January 2007. |
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This morning, ICE announced in its monthly volume press release, October ADV in its
futures segment totaled 471,268 contracts, an increase of 157% over October 2005. Average
daily commissions in its OTC segment were $849,454 in October, an increase of 159% over
October 2005. |
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Non-cash compensation expenses for fiscal 2006 are expected to total $9.2 million -
$9.7million. |
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Wagner patent expenses may continue to increase if U.S. futures volume increases. The
total expense from royalty payments and the amortization are expected to be in the range
of $11.1 million- $11.6 million for fiscal 2006. |
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ICE expects a fiscal 2006 consolidated tax rate in the range of 35-36%. |
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ICE expects the year-end diluted share count to be in the
range of 59.5 60.0 million shares, and expects the fourth quarter 2006 diluted share count to be in the range of 59.9
60.4 million shares. |
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Capital expenditure expectations for the fiscal year 2007 are in the range of $15
million $20 million. |
Earnings Conference Call Information
ICE will hold a conference call today, November 2, at 8:30 a.m. ET to present its third quarter
results. The call will be broadcast live over the Internet via the Investor Resources page on the
companys website at www.theice.com. A brief slideshow will be available on the website in
conjunction with the earnings call. The call will be temporarily archived on the companys
website. Historical futures volume and OTC commission data can be found at:
https://www.theice.com/marketdata/recordsAndVolumes/volumes2006.jsp
About IntercontinentalExchange
IntercontinentalExchange® (NYSE: ICE) operates the leading global, electronic
marketplace for trading both futures and OTC energy contracts. ICE offers a range of contracts
based on crude oil and refined products, natural gas, power and emissions. ICE conducts its futures
markets through its regulated London-based subsidiary, ICE Futures, Europes leading energy
exchange. ICE Futures offers liquid markets in the worlds leading oil benchmarks: Brent Crude
futures and West Texas Intermediate (WTI)
Crude futures, as well as the leading heating oil futures contract by traded volume. ICE
introduced the
concept of cleared OTC energy contracts and today offers the most liquid and
transparent electronic OTC market in North America. ICE also offers a range of risk management and
trading support services, including customized energy market data offerings through its ICE Data
business unit and electronic trade confirmations. ICE was added to the Russell 1000®
Index on June 30, 2006. Headquartered in Atlanta, ICE also has offices in Calgary, Chicago,
Houston, London, New York and Singapore, with regional telecommunications hubs in Chicago, New
York, London and Singapore. For more information, please visit www.theice.com.
3
Forward-Looking Statements
Certain statements in this press release may contain forward-looking information regarding ICE,
NYBOT and the combined company after the completion of the merger and are intended to be covered by
the safe harbor for forward-looking statements provided by the Private Securities Litigation
Reform Act of 1995. These statements include, but are not limited to: our business environment;
increasing competition; technological developments; adjustments to commission rates; expectations
of various costs; our belief that cash flows will be sufficient to fund our working capital needs
and capital expenditures at least through the end of 2007; our ability to increase the connectivity
to our marketplace; expansion of our market data business; development of new products and
services; pursuit of strategic acquisitions and alliances on a timely, cost-effective basis;
maintaining existing market participants and attracting new ones; protection of our intellectual
property rights and our ability to not violate the intellectual property rights of others; changes
in domestic and foreign regulations or government policy; adverse litigation results; our belief in
our electronic platform and disaster recovery system technologies and the ability to gain access to
comparable products and services if our key technology contracts were terminated; and the benefits
of the merger involving ICE and NYBOT, including future strategic and financial benefits, the
plans, objectives, expectations and intentions of ICE following the completion of the merger.
The following factors, among others, could cause actual results to differ from those as set forth
in the forward-looking statements: the ability to obtain governmental approvals and rulings on or
regarding the transaction with NYBOT; the failure of NYBOT members to approve the merger; the risk
that the businesses will not be integrated successfully; the risk that the revenue opportunities,
cost savings and other anticipated synergies from the merger may not be fully realized or may take
longer to realize than expected; disruption from the merger making it difficult to maintain
relationships with customers and employees; competition and its effect on pricing, spending and
third-party relationships and revenues; social and political issues such as war, political unrest
or terrorism; general economic conditions and normal business uncertainty. Additional risks and
factors are identified in ICEs filings with the SEC, including ICEs Quarterly Report on Form 10-Q
for the quarter ended June 30, 2006 and ICEs Registration Statement on Form S-4 (Reg. No.
333-138312) for the merger with NYBOT. These filings are also available in the Investor Resources
section of our website. All forward-looking statements in this press release are based on
information known to us on the date hereof, and we undertake no obligation to publicly update any
forward-looking statements.
You should not place undue reliance on forward-looking statements, which speak only as of the date
of this report. Except for any obligations to disclose material information under the Federal
securities laws, ICE undertakes no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date of this report.
Important Merger Information
In connection with the proposed merger, ICE has filed certain relevant documents with the SEC,
including a Registration Statement on Form S-4, and intends to file additional relevant materials
with the SEC and a prospectus/ proxy statement regarding the proposed transaction. INVESTORS ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE PROSPECTUS/PROXY STATEMENT REGARDING THE
TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free
copy of the Registration Statement and the prospectus/proxy statement, as well as other filings
containing information about ICE and NYBOT, without charge, at the SECs website
(http://www.sec.gov). Copies of the Registration Statement and the prospectus/proxy statement will
also be available, without charge, once they are printed in final form by directing a request to
ICE at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia 30328, Attention: Investor Relations; or
by emailing a request to ir@theice.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy the
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale
or solicitation would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
4
Condensed Consolidated Unaudited Financial Statements
INTERCONTINENTALEXCHANGE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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Three Months Ended Sept. 30, |
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2006 |
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2005 |
Revenues: |
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Transaction fees, net |
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$ |
83,937 |
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$ |
40,659 |
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Market data fees |
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9,749 |
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3,728 |
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Other |
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976 |
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858 |
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Total revenues |
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94,662 |
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45,245 |
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Operating expenses: |
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Compensation and benefits |
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12,987 |
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9,416 |
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Professional services |
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2,798 |
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2,424 |
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Patent royalty expense |
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3,151 |
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603 |
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Selling, general and administrative |
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7,017 |
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4,268 |
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Depreciation and amortization |
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3,327 |
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3,673 |
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Total operating expenses |
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29,280 |
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20,384 |
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Operating income |
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65,382 |
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24,861 |
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Other income (expense): |
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Interest income |
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2,956 |
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682 |
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Interest expense |
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(56 |
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(172 |
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Other income (expense), net |
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(169 |
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205 |
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Total other income, net |
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2,731 |
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715 |
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Income before income taxes |
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68,113 |
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25,576 |
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Income tax expense |
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24,467 |
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8,755 |
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Net income |
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$ |
43,646 |
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$ |
16,821 |
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Redemption adjustments to redeemable stock put |
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(14,065 |
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Net income available to common shareholders |
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$ |
43,646 |
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$ |
2,756 |
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Earnings per common share: |
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Basic |
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$ |
0.77 |
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$ |
0.05 |
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Diluted |
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$ |
0.73 |
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$ |
0.05 |
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Weighted average common shares outstanding: |
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Basic |
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56,792 |
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52,915 |
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Diluted |
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59,612 |
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54,200 |
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5
INTERCONTINENTALEXCHANGE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEET
(IN THOUSANDS)
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Sept. 30, |
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2006 |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
70,182 |
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Restricted cash |
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15,664 |
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Short-term investments |
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178,028 |
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Customer accounts receivable: |
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Trade, net of allowance for doubtful accounts |
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36,431 |
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Related-parties |
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268 |
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Assets held for sale |
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3,698 |
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Prepaid expenses and other current assets |
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7,120 |
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Total current assets |
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311,391 |
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Property and equipment, net |
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22,395 |
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Other noncurrent assets: |
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Goodwill, net |
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79,574 |
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Other intangible assets, net |
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1,585 |
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Other noncurrent assets |
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5,905 |
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Total other noncurrent assets |
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87,064 |
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Total assets |
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$ |
420,850 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
799 |
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Accrued salaries and benefits |
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12,705 |
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Accrued liabilities |
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11,511 |
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Income taxes payable |
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7,137 |
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Current deferred tax liability, net |
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347 |
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Deferred revenue |
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2,817 |
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Total current liabilities |
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35,316 |
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Noncurrent liabilities: |
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Noncurrent deferred tax liability, net |
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4,331 |
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Other noncurrent liabilities |
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1,770 |
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Total noncurrent liabilities |
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6,101 |
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Total liabilities |
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41,417 |
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SHAREHOLDERS EQUITY: |
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Common stock |
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588 |
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Treasury stock, at cost |
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(9,400 |
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Additional paid-in capital |
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218,792 |
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Retained earnings |
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142,187 |
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Accumulated other comprehensive income |
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27,266 |
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Total shareholders equity |
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379,433 |
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Total liabilities and shareholders equity |
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$ |
420,850 |
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6