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Technology Stocks : Amazon.com, Inc. (AMZN) -- Ignore unavailable to you. Want to Upgrade?


To: Glenn D. Rudolph who wrote (11472)7/23/1998 8:31:00 AM
From: llamaphlegm  Respond to of 164684
 
A useful TMF post (can't believe I would say that)

Subject: Re: Amortization vs. non-recurring charge
Number: of 5018
Author: CouchPoDATO
read profile | no interview
Date: 7/23/98 2:11 AM (ET)

Rimpinths asked:
Can anybody explain the contrast in these two accounting methods?

From Yahoo's Second Quarter Results:
Pro forma net income for the second quarter of 1998 was $8.1 million, or $0.15 per share
diluted, before the effect of a $44.1 million non-recurring charge for in-process R&D
purchased in the acquisition of Viaweb Inc.

From Amazon's Second Quarter Results:
On a GAAP basis, reported net loss was $0.44 per share and included $5.4 million of
amortization of goodwill and other purchased intangibles, arising primarily from three April
1998 acquisitions: Bookpages Ltd., Telebook Inc., and Internet Movie Database Ltd.

It seems to me that a similar transaction occurred in both cases. So why does Amazon
amortize an acquisition, while Yahoo considers it a non-recurring charge?

I really need to start getting paid for this stuff. I used to bill my clients $300/hour and you're all
getting it for free!

All the amatuer guesses as to why Amazon recorded an acquisition one way and Yahoo another
have been incorrect. The only correct statement so far has been from Yahoo's CEO, "the
accountants made me do it!"

Let me try to give ya'all the skinny. But, before I do, please realize that the concepts and rules
surrounding purchase accounting are very complex. I'm going to try to give you a brief
explanation, so please don't go shoot yourself in the foot with the ammo I'm providing (there was a
good reason why my clients paid me $300/hour - I'm really smart!!!).

First Yahoo!:
1. R&D expenses are expensed as incurred.

2. Once "technological feasibilty" (a very complicated definition I won't get into - but it basically
means the point when your R&D leads to an actual product) is reached, further expenditures are
capitalized and amortized.

3. When you acquire a company that has ongoing R&D efforts that the acquirer intends to continue,
you must value this "in-process R&D" and determine if it has reached "technological feasibility" as
defined by the acquirer. The valuation can be done several ways (i.e., how much the acquired
company actual spent, how much the acquiring company would've had to spend to do it
themselves) and is usually supported by a formal, 3rd-party appraisal. Once the value is
determined, the amount is recorded as an asset acquired and immediately amortized (since R&D
before "technological feasibility" is expensed and not capitalized).

This is what happened in Yahoo's acquisition of ViaWeb. Even if ViaWeb had determined that their
R&D efforts had reached "technological feasibility", the acquirer may have a different intent for the
R&D (i.e., the product is used as a component of a greater product development effort that has not
reached technological feasibility). This write-off method, which is very advantagous to the acquirer
since the costs from an acquisition often flows through the income statement in one shot and the
benefit continues over time (also Wall St. has learned to ignore these one-time charges). This
method has been very popular over the past 10 years. Some very large acquisitions have occurred
where up to 90% of the purchase price has been writen off the balance sheet in one quarter (and
therefore, not affecting future earnings). It's a sweet deal if you can classify an acquisition this way,
and accountants are paid huge fees to support it.

Now Amazon.com:
1. In applying purchase accounting, you identify all tangible (fixed assets, A/R, inventory, etc.) and
intangible (customer lists, in-process R&D, etc.) assets acquired (net of liabilities). If the
consideration paid is in excess of the amount of net assets acquired, it is recorded as goodwill and
amortized over the useful life (the SEC gives guidance on what exact life to use).

2. Since internet-based companies have very few tangible assets (just like Amazon), most of the
purchase price will be allocated to intangibles and goodwill.

That's it! Pretty simple, huh? No, there is no consideration of whether the transaction will cause
negative equity, and no consideration of which is more advantagous. Rules are rules (and there's a
bunch when it comes to acquisitions).

I believe that Amazon's acquisitions were made primarily with stock, however that does not effect
the way the rules are applied. What it does mean is that this entire deal is a non-cash item. That's
significant in analyzing the earnings release, especially since cash is king for a start up. Also keep in
mind that interest expense, although it was a big number, is also a non-cash item for the time being.

Amazon is not, although some have implied otherwise, playing with the numbers. As I see it, all of
Amazon's accounting is very straight forward and proper.

CouchPoDATO

P.S. All further accounting advice will be provided on a fee basis only. I require a retainer, and no, I
will not accept AMZN shares as payment!



To: Glenn D. Rudolph who wrote (11472)7/23/1998 8:35:00 AM
From: llamaphlegm  Respond to of 164684
 
more foolishness:

Subject: DG and Amazon selling ads
Number: of 5019
Author: Rimpinths
no profile | no interview
Date: 7/23/98 3:53 AM (ET)

David Gardner's argument regarding Amazon selling high-margin advertising is nothing new. He's
started saying this last October in a Fool Portfolio Report:

A primary bearish argument involves stating that the company's average-looking gross
margins (the gross profits as a percentage of sales) are going to drop as price wars set in and
Amazon's business becomes commoditized. But we believe strongly, and state emphatically,
that Amazon will incorporate advertising revenues into its future business model. This will
increase margins beyond what you'd expect in the traditional bookselling business. Because
it's not yet "visible," this expectation cannot be gleaned from any reference to past numbers,
for those investing using a rear-view mirror. But driving forward using the rear-view mirror
-- or should I say, shorting forward using the rear-view mirror -- seems a hazardous modus
operandi.

Indeed, Amazon should earn HIGHLY TARGETED, high "CPM" advertising rates. It
presently earns zero dollars this way, now. But as the guys in Seattle continue to gather more
information about repeat customers like me, and continue to make their site THE place to
buy books (as they clearly have -- and then eventually, I think, other stuff), you'll find a
higher-margin new-world business model evolving out of what many skeptics seem to regard
as a dull, low-margin, commodity business.
fool.com

Of course, nine months later, Amazon has still not made any announcements regarding selling
advertisements. Since then, they only new thing that's evolved out of Amazon's "dull, low-margin,
commodity business" is an even lower margin commodity business, music.

The best response to David's argument was made by a poster named "MarkRogo" who earned the
post of the day on 10/31/97 (when TMF only existed on AOL). As for me, I'm off to bed,
MarkRogo will be taking over for the rest of this post:

First of all, I'm glad David and Tom know that Amazon will have advertising as part of its
business model when the company has not announced they will.

Second of all, I don't think David and Tom are fully in tune with the trends in Internet
advertising, particularly banner ads.

Currently, banner ads are sold for $20-40 per thousand on most well-known sites. Some are
sold up to $70-80 per thousand. Typically, volume deals with price-sensitive advertisers (i.e.
companies not named Intel and Microsoft) are in the $20 range.

In the meantime, FlyCast, AdBot and others are wholesaling out excess inventory (by the
way, no advertising-based site is selling anywhere near half its inventory) at prices as low as
$1 per thousand.

Information coming from every site but the necessarily biased Internet Advertising Bureau
indicates that banner ads are very ineffective with very low awareness ratings and very low
clickthrough ratings.

Because of this, many people in the business believe banner ad rates will fall as much as
50-90% from today's prevailing standards in the $20-30 range.

Even if this is not true, let us say Amazon will sell 1 million impressions per day at $20 per
thousand, for $20,000 of daily revenue. Over a year, this will be worth $8 million in sales.
These sales are high margin but hardly costless. If they are 75% margin, they would be worth
about .33 per share at some point in the future when they could sell that much advertising,
which is something on the order of what ESPNet sells right now (a huge, almost totally
ad-based site that sells advertising as its business model).

No matter how targeted, there are a finite number of impressions on Amazon to begin with
and a very finite ability to sell those impressions for high dollar figures. Not to mention the
possible backlash among Amazon's users from being bombarded by mutual fund ads,
Microsoft ads, Gatorade ads, and Lord-knows-what-else ads.

Even if Amazon could do $1 per share in ad revenue in 2002 (five years hence), there is no
doubt that declining prices paid for books will further squeeze margins on Amazon's primary
source of revenue: book sales. The cutthroat competition between Barnes and Noble and
Amazon (and to a lesser extent CUC's book biz) is going to worsen immensely when Borders
enters the market... This doesn't even figure in the countless smaller online bookstores that
will go niche to survive among the giants. Let's say this money losing company eeks out $1
per share in profit from book sales in 2002. Again, this strikes me as very optimistic.

Total earnings in 2002, $2 per share. At a multiple of 30, the stock should be worth about
$60, 5 years from now. Paying for some mythical earnings that may materialize in the future
and paying for them today, without any discounting, is ludicrous. This stock is a sell on price
alone -- it is fully valued for the foreseeable future. It is almost certainly a short for
speculators (although David's notion of not shorting what he calls "open situations" is a
good one; I got killed on Yahoo not following that advice).

If the stock continues to trend higher, it becomes a more likely short, however. The release of
shares into the market from insiders and the bursting of the speculative bubble will doubtless
bring the price back a bit closer to earth. Here, the discussion of the Netscape situation is
particularly valuable. [Indeed, ask yourself why Amazon is valued at about 1/2 Netscape's
valuation right now when all of Netscape's revenue has huge gross margins and
Netscape has 3x the revenue of Amazon.... I really Netscape has much higher development
costs, but much, much lower production costs.]

I can see holding the stock here only on the belief that Amazon will eventually become the
dominant consumer bookseller on the planet, selling more total books than a Barnes or
Borders.

No position, but baffled,
Mark