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The following
two in-process research and development projects were acquired
in the acquisition of Red Brick:
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Red
Brick Warehouse (“Warehouse”) a high-performance,
client/server RDBMS software product specifically designed
for data warehousing, data mart, data mining, and OLAP
applications. Warehouse has been Red Brick’s core product
and, as of December 31, 1998 (the “Valuation Date”), was
being sold as version 5.1, which was released in January
1998. We released Informix Red Brick Warehouse version
5.1.7 on schedule during May 1999. |
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Red
Brick Formation (“Formation”) an ETML (Extract,
Transfer, Move, Load) product which was originally released
as version 1.3 in September 1998 (the current version
as of the Valuation Date). Formation is considered to
be in the early stages of its product life cycle. New
features and functionality are currently under development
and will be added in subsequent releases. We released
Red Brick version 1.4 on schedule during May 1999 and
we are currently in the process of evaluating the future
use of Formation version 2.0 due to the acquisition of
similar technology as a result of the pending merger with
Ardent. |
The fair
value of the in-process technology was based on a discounted
cash flow model, similar to the traditional Income Approach.
The Income Approach involves five steps: (1) the annual after-tax
cash flows the asset will generate over its remaining useful
life are estimated;
(2)
these cash flows are converted to their present value equivalents
using a required rate of return which accounts for the relative
risk of not realizing the annual cash flows and for the time
value of money; (3) the residual value, if any, of the asset
at the end of its remaining useful life is estimated; (4)
the estimated residual value is converted to its present value
equivalent; and (5) the present value of the estimated annual
after-tax cash flows is added to the present value of the
residual value to obtain an estimate of the asset’s fair value.
The discount rate used in discounting the estimated cash flows
is based on the risks associated with achieving such estimated
cash flows upon successful completion of the acquired projects.
Associated risks include the inherent difficulties and uncertainties
in completing each project and thereby achieving technological
feasibility, and risks related to the impact of potential
changes in market conditions and technology.
In developing
cash flow estimates, revenues were forecasted based on relevant
factors, including aggregate revenue growth rates for the
business as a whole, characteristics of the potential market
for the technology and the anticipated life of the underlying
technology. Projected annual revenues for the Warehouse and
Formation projects were assumed to increase from product release
through 2000, decline slightly in 2001 and decline significantly
in 2002 which is estimated to be the end of the in-process
tech-nology’s economic life. Cost of software distribution
and services, sales and marketing expense, research and development
expense and general and administrative expense were estimated
as a percentage of revenues throughout the forecast period.
Gross profit was assumed to be between 74% and 80% for both
the Warehouse project and the Formation project.
As certain
other assets contribute to the cash flow attributable to the
two projects, returns to these other assets or capital charges
were calculated and deducted from the after-tax operating
income to isolate the cash flow solely attributable to the
two projects. Accordingly, returns were deducted for working
capital, fixed assets (i.e. property and equipment) and the
workforce in place. Informix then discounted the estimated
cash flows attributable to Warehouse and Formation using a
18.0% discount rate.
The
fair value of the in-process research and development was
allocated as approximately $2.0 million and $0.6 million to
the Warehouse and Formation projects, respectively. The acquisition
of Red Brick was a tax-free reorganization under the Internal
Revenue Code. Therefore, the charge for in-process research
and development and amortization of acquired intangible assets
is not deductible for income tax purposes.
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