Overstock.com 2005 Annual Report Download - page 93

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Overstock.com, Inc.
Notes to Consolidated Financial Statements (Continued)
8. ACQUISITIONS (Continued)
Purchase Price Allocations
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on July 1, 2005. The
initial purchase price allocations may be adjusted within one year of the purchase date for changes in estimates of the fair value of
assets acquired and liabilities assumed (in thousands):
July 1,
2005
Cash $ 491
Current assets 986
Property and equipment 263
Goodwill 10,385
Intangible assets 14,313
Other assets 9
Assets acquired 26,447
Liabilities assumed (1,336)
Net assets acquired $ 25,111
The excess of the purchase price over the fair values of assets acquired and liabilities assumed was allocated to goodwill. Any
required earn out payments would further increase goodwill at the time the target operating results for the next four years are
successfully achieved. Of the $10.4 million recorded in goodwill, the full amount is expected to be deductible for tax purposes, to the
extent the Company has sufficient taxable income in the future.
The amounts allocated to intangible assets, and their estimated useful lives, was determined by management with the assistance
of an independent appraisal and were attributed to the following categories (in thousands):
Years
Enterprise information system $ 860 5
Customer list 2,339 4
Supplier contracts 6,271 12
Web sites and destination portal 2,887 5
Non-competition agreements 1,956 2
$ 14,313
During the year ended December 31, 2005, the Company recorded amortization expense attributable to the above intangible
assets of approximately $1.3 million.
Pro forma results of operations have not been presented because the effect of the acquisition was not material to the results of
prior periods presented.
F-23