Table of Contents
require only the collateral securing the note for repayment. In the event that the collateral was insufficient to repay the note and accrued interest
at maturity, and the officer remained employed by us through the maturity date, then we would forgive the difference between the fair market
value of the collateral and the principal plus accrued interest and make a cash distribution to the officer sufficient to cover his resulting tax
liability from the forgiveness of the debt. Since this officer remained employed by us through the maturity date, we have written off the entire
amount of the note, plus accrued interest, less the value of the collateral, and have accrued his related tax liability.
Amortization of Intangibles.
Amortization of intangibles includes amortization of goodwill, core technology, purchased domain names,
trademarks, contract lists and assembled workforce. Amortization of intangibles was $236.7 million in the year ended December 31, 2001,
compared to $171.3 million in the year ended December 31, 2000 and $42.8 million in the year ended December 31, 1999. The increases are a
result of amortization of intangibles recorded from the acquisitions of Locus Dialogue in January 2001, The boxLot Company in December
2000, iJapan technology in September 2000, TDLI.com and Orchest in August 2000, IQorder in July 2000 and Saraide and Millet Software in
Impairment of Intangibles.
During the year ended December 31, 2001, we determined that the values of certain intangible assets
associated with previous acquisitions were impaired. A total of $107.7 million of impairment charges were recorded during the year ended
December 31, 2001. This amount is included in Impairment of intangibles in the accompanying consolidated statements of operations and is
comprised of $2.8 million of charges related to assembled workforce, $40.7 million of charges related to abandoned technology and related
goodwill amounts and $64.2 million related to writedowns of the core technology and associated goodwill from the sale of certain assets of
During the year ended December 31, 2000, we recorded an impairment loss on intangible assets of approximately $9.0 million. This
impairment was comprised of $8.5 million of charges related to goodwill and $451,000 of core technology and assembled workforce. The
impairment included the write off of goodwill of $6.1 million from the acquisition of Zephyr Software, Inc. The impairment included goodwill,
core technology and assembled workforce of $2.6 million from the acquisition of Outpost Networks, Inc. Additionally, transaction revenue and
customer value of $226,000 from the acquisition of Haggle Online and an assembled workforce of $45,000 from the acquisition of Dogpile,
LLC were determined to be impaired.
The assembled workforce intangible impairment charges of $2.8 million recorded during the year ended December 31, 2001 are
associated with several previous acquisitions for which we determined, based on substantial declines in the acquired workforce, that the fair
values assigned to these assets were less than the recorded amounts. As such, we determined the fair value of the remaining workforce
intangible using the same assumptions used to estimate the fair value at the respective acquisition dates, and recorded a charge to reduce the
related assembled workforce intangible assets to their estimated fair values as of December 31, 2001.
Also during the year ended December 31, 2001, we determined that we would not pursue development of technologies acquired in certain
previous acquisitions due to changes in market factors and our business. We therefore recorded charges totaling $40.7 million to write off the
remaining book value of any core technology intangible assets recorded in connection with these acquisitions which related to abandoned
technology, along with related goodwill.
In connection with the sale of certain assets related to the Liaison enterprise solution business of Locus Dialogue, we recorded a charge of
$64.2 million, reflecting an impairment in the core technology intangible asset and related goodwill. Based on future estimated cash flows from
the Liaison enterprise solution business to be received after the asset sale, we determined the estimated fair value of the core technology and
related goodwill totaled $500,000. The charge recorded during the year ended December 31, 2001 reduces the carrying amounts of these
intangible assets to this estimated fair value as of the date of the asset sale.