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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2001, 2000 and 1999
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, the Company determined that it would not pursue development of technologies acquired
in certain previous acquisitions due to changes in market factors and the Company's business. The Company therefore recorded charges
totaling $40.7 million to reduce the remaining book value of any core technology intangible assets recorded in connection with these
acquisitions, along with related goodwill amounts, to zero.
In connection with the sale of certain assets related to the Liaison enterprise solution business of Locus Dialogue, the Company recorded a
charge of $64.7 million, reflecting an impairment in the assembled workforce, core technology intangible asset and related goodwill. Based on
future estimated cash flows from the Liaison enterprise solution business assets, the Company wrote down the core technology and related
goodwill to $500,000.
The Company recorded an impairment loss on intangible assets during 2000 of approximately $9.0 million. This impairment is comprised
of $8.5 million of charges related to goodwill and $451,000 of core technology and assembled workforce. The impairment includes the write
off of goodwill of $6.1 million from the acquisition of Zephyr Software, Inc. (Zephyr). The primary assets acquired from Zephyr were
technology, knowledge of the Indian market by the two co founders, access to scarce programming talent and the development center located
in India. The technology acquired from Zephyr has been abandoned as it has no future use or value to the Company and the Company has
postponed indefinitely plans to launch its services in India. The impairment also includes goodwill, core technology and assembled workforce
of $2.6 million from the acquisition of Outpost Networks, Inc. (Outpost). The technology acquired from Outpost has been replaced with
technology acquired in other acquisitions in 2000 and is no longer in use. Additionally, transaction revenue and customer value of $226,000
from the acquisition of Haggle Online (Haggle) and an assembled workforce of $45,000 from the acquisition of Dogpile, LLC (Dogpile) were
determined to be impaired. No future cash flows from the Haggle transaction and customer value are expected and the Company received no
transaction revenue in the year ended December 31, 2000. The two employees that joined the Company from Dogpile are no longer employed
with the Company.
Note 6: Stockholders' Equity
Authorized and Outstanding Shares:
The Board of Directors approved a two for one stock split of the Company's common stock
effected on January 5, 2000 and another stock split was effected on April 6, 2000. On April 3, 2000, the stockholders of the Company approved
an amendment to the Company's Certificate of Incorporation to increase the number of authorized common stock to 900,000,000 shares.
On September 10, 2001, the Company repurchased approximately 21.7 million shares of its common stock from Vulcan Ventures Inc. at a
discounted purchase price of $1.05 per share in a privately negotiated block transaction. The closing price of the common stock on the date of
purchase was $1.40. The Company retired the repurchased shares.
Stock Incentive Plans:
The Company's stock plans provide employees (including officers and directors who are employees) of the
Company an opportunity to purchase shares of stock pursuant to options which may qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the Code), and employees, officers, directors, independent contractors and consultants of the