To: Bill Harmond who wrote (12882 ) 7/17/1998 9:12:00 PM From: W. Luther Read Replies (2) | Respond to of 27307
Have you looked at YHOO's 10Q which came out today(I think)? I've copied an excerpt below. I have a question about the Viaweb acquisition, in which they wrote off $44.1 million of the $48.6 million purchase price as "in-process R&D"...in doing so, they took a one-time non-recurring charge...as an alternative, since the transaction was accounted for using purchase accounting, they could have set up the $44.1 million as goodwill and amortized it against future earnings...it seems to me that would have been the proper approach, under the assumption that the acquisition will generate future earnings(if not, why buy it?)...perhaps I'm missing something -- if so perhaps someone could enlighten me! Cheers, Wade ps -- fwiw, I'm neither long nor short YHOO at this point, although I closed out a long position a couple of weeks ago NOTE 4 - ACQUISITION OF VIAWEB INC. On June 10, 1998, the Company completed the acquisition of all outstanding shares of Viaweb Inc. ("Viaweb"), a provider of software and services for hosting online stores, through the issuance of 393,591 pre-split shares of Yahoo! Common Stock. All outstanding options to purchase Viaweb common stock were converted into options to purchase 61,126 pre-split shares of Yahoo! Common Stock. The acquisition was accounted for as a purchase in accordance with APB Opinion No. 16. Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of the acquisition. Results of operations for Viaweb have been included with those of the Company for periods subsequent to the date of acquisition. Pro forma net revenues, net loss, and net loss per share for the three and six months ended June 30, 1998 and 1997, giving effect to Viaweb's historical results of operations, were not materially different from the Company's results, as reported. The total purchase price of the acquisition was $48,559,000 including acquisition expenses of $1,750,000. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows: <TABLE> <CAPTION> <S> <C> In-process research and development $44,100,000 Technology and other intangible assets 4,232,000 Tangible assets acquired 571,000 Liabilities assumed (344,000) ----------- $48,559,000 ----------- ----------- </TABLE> Based on a third-party appraisal, management determined that $44,100,000 of the purchase price represented acquired in-process research and development that had not yet 7 <PAGE> reached technological feasibility and had no alternative future use. This amount was expensed during the quarter ended June 30, 1998 as a nonrecurring charge upon consummation of the acquisition. Beginning in June 1998, the Company is amortizing the purchased technology and other intangible assets over an estimated useful life of three years. Amortization expense of purchased technology and other intangible assets was $117,000 during the quarter ended June 30, 1998.