Table of Contents
In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 142
and Other Intangible Assets,
which requires use of a non amortization approach to account for purchased goodwill and certain intangibles,
effective January 1, 2002. Under this non amortization approach, goodwill and certain intangibles will not be amortized into results of
operations, but instead will be reviewed annually for impairment and written down and charged to results of operations only in the periods in
which the recorded value of goodwill and certain intangibles is more than its fair value. We expect the adoption of this accounting standard will
have the impact of significantly reducing our amortization of goodwill and intangibles commencing January 1, 2002. As we have previously
disclosed, we expect to incur a non cash charge estimated to range from $100 million to $200 million, which will be recorded in the first
quarter of 2002 for the cumulative effect of adopting SFAS No. 142. We have retained an independent valuation firm to conduct the valuation
analysis pursuant to SFAS 142 and we expect to receive the results of their analysis by the end of April 2002. There can be no assurance that
the results of the analysis by this independent valuation firm will not result in a non cash charge less than or in excess, perhaps substantially, of
the amount previously estimated and disclosed by us.
Acquisition and Other Related Charges.
Acquisition and other related charges consist of in process research and development and other
charges related directly to acquisitions, such as professional fees for transactions accounted for as pooling of interests, prior to the adoption of
Statement of Financial Accounting Standards No. 141
. During the third quarter of 2001, a reduction of acquisition
costs accrued in 2000 was negotiated. The acquisition and related charges for the year ended December 31, 2001 included this acquisition
accrual adjustment, $600,000 of in process research and development charges in the purchase acquisition of Locus Dialogue, $200,000 of
severance pay to the former chief executive officer of Locus Dialogue and $300,000 of legal, accounting and other fees related to acquisitions.
Acquisition and related charges for the year ended December 31, 2000 of $124.0 million included $80.1 million of in process research and
development charges in the purchase acquisitions of Saraide, Millet Software and IQorder. Also included were costs incurred in the
acquisitions of Prio and Go2Net, which were accounted for as poolings of interests. Total acquisition and related charges in 1999 were $13.6
million. The acquisition and related charges in 1999 included $9.2 million of in process research and development charges in the purchase
acquisitions of eComLive, Union Street and the MyAgent technology. Also included were costs incurred in the acquisition of INEX, which
was accounted for as a pooling of interests.
Other charges consist of one time costs and/or charges that are not directly associated with other operating expense
classifications. Other charges for the year ended December 31, 2001 include a charge of $10.6 million in allowance for notes receivable and
employee loans, $2.4 million for settlement charges on litigation matters and $848,000 for the write off of a prepaid license for software that is
no longer being utilized. These amounts are offset by a reduction in the estimated liability for overtime wages accrual for past overtime worked
due of $2.4 million.
We were audited by the Department of Labor in February 2001. The Department of Labor determined that numerous employees, primarily
former employees of Go2Net, were improperly classified as exempt and should have been classified as non exempt. As a result, in the year
ended December 31, 2000, we recorded an estimated accrual in the amount of $3.0 million for the past wages due for overtime worked. Based
on the overtime questionnaires we have received from the applicable employees and a revision to the methodology used to calculate overtime
pay approved by the Department of Labor, we have revised our estimate for this liability to be $629,000, of which $507,000 has been paid
through December 31, 2001.
Other charges for the year ended December 31, 2000 includes settlement charges on two litigation matters of $1.7 million and $3.0 million
for an estimated liability for past overtime worked. Other charges for the year ended December 31, 1999 consist of charges associated with