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The Company
recorded a charge of $2.8 million for accrued merger and integration
costs. This amount included $1.2 million for financial advisor,
legal and accounting fees related to the merger and $1.6 million
for costs associated with combining the operations of the
two companies including expenditures of $0.7 million for severance
and related costs, $0.4 million for closure of facilities
and $0.5 million for the write-off of redundant assets and
other costs. As of December 31, 1999, $1.1 million had been
paid for financial advisor, legal and accounting fees, $0.2
million had been paid for severance and related costs and
$0.2 million had been charged for the write-off of redundant
assets.
The
Merger was accounted for as a pooling-of-interests combination
and, accordingly, the consolidated financial statements for
periods prior to the combination have been restated to include
the accounts and results of operations of Cloudscape. The
results of operations previously reported by the separate
enterprises and the combined amounts presented in the accompanying
consolidated financial statements are summarized below.
No adjustments
were necessary to conform accounting policies of the combined
entities.
On December
31, 1998, the Company acquired Red Brick Systems, Inc. (“Red
Brick”), a provider of scalable decision support solutions
for data warehousing, data marts, OLAP and data mining. Under
terms of the acquisition, the Company issued approximately
7.6 million shares of its Common Stock in exchange for all
outstanding shares of Red Brick Common Stock. In addition,
the Company issued options to purchase approximately 2.5 million
shares
of the Company’s Common Stock in exchange for outstanding
unvested options to purchase Red Brick common stock. The acquisition
was accounted for using the purchase method of accounting,
and a summary of the purchase price for the acquisition is
as follows (in thousands):
The
purchase price was allocated as follows:
In-process
research and development represents the fair value of technologies
acquired for use in the Company’s own development efforts.
The Company determined the amount of the purchase price to
be allocated to in-process research and development based
on an independent appraisal of certain intangible assets which
indicated that approximately $2.6 million of the acquired
intangible assets consisted of in-process research and development
that had not yet reached technological feasibility and had
no alternative future uses. Accordingly, the Company recorded
a charge to operations of $2.6 million in the fourth quarter
of fiscal 1998. The remaining intangible assets acquired,
with an assigned value of approximately $35.2 million, were
included in “Intangible Assets” in the accompanying consolidated
balance sheets, and are being amortized over three to five
years.
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