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7
Goodwill
The Company's
acquisition of the business of Trimark Securities, L.P. during 1995 was
recorded under the purchase method and the carrying values of the assets
and liabilities acquired were adjusted to their fair market values as
of the acquisition date. The excess of the purchase price over the fair
value of the net assets acquired of $13,960,195 was recorded as goodwill
and is being amortized over a period of 10 years. In connection with the
acquisition, the Company entered into an agreement which entitles the
former owners to receive additional consideration during the five years
immediately subsequent to the acquisition, equal to 10% of Trimark's pre-tax
earnings, before amortization of goodwill and depreciation on fixed assets
initially purchased. The additional consideration represents contingent
consideration to be paid in connection with the Trimark acquisition. All
amounts paid under this arrangement are being capitalized as additional
purchase price (goodwill) and amortized over the remainder of the original
ten-year amortization period.
Pursuant to an agreement
effective November 17, 1997, Trimark purchased the business and the related
fixed assets of Tradetech Securities, L.P. ("Tradetech"), an Illinois
Limited Partnership, in exchange for $750,000 in cash and contingent consideration.
Tradetech was a direct competitor of Trimark operating as a market maker
in listed stocks and, after the acquisition, its business and operations
were integrated into Trimark's. The acquisition was accounted for under
the purchase method and the carrying values of the assets acquired were
adjusted to their fair market values as of the acquisition date. The excess
of the purchase price over the fair value of the assets acquired of $400,000
was recorded as goodwill and is being amortized over a period of five
years.
In connection with
the acquisition, Trimark entered into an agreement with Tradetech which
entitles Tradetech to additional consideration equal to 10% of Trimark's
pretax earnings during the period from the acquisition date through December
31, 2000 (the "Earnout Period"). All amounts paid under this arrangement
will be capitalized as additional purchase price (goodwill) and amortized
over the remainder of the original five-year amortization period.
The total contingent
consideration paid and recorded as goodwill by the Company was as follows:
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