Filed today with the SEC this section is what counts:
"NOTES TO PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The pro forma combined condensed consolidated financial statements reflect the issuance of approximately 1,600,000 shares of Amazon.com common stock, par value $.01 per share ("Amazon.com Common Stock"), and the assumption of all outstanding options and warrants in connection with the acquisition of Junglee. The Junglee Merger was accounted for under the purchase method of accounting 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. Estimates of the fair values of the assets and liabilities of Junglee have been combined with the recorded values of the assets and liabilities of Amazon.com in the unaudited pro forma combined condensed consolidated financial statements.
PRO FORMA ADJUSTMENTS
(a) To reflect the issuance of approximately 1,600,000 shares of
Amazon.com Common Stock and the assumption of all outstanding
options and warrants in connection with the Junglee Merger, for
an aggregate purchase price of approximately $180 million,
including approximately $3 million of transaction costs.
(b) To eliminate the historical accumulated deficit of Junglee.
(c) To record the excess of the purchase price over the fair value of
assets and liabilities acquired in connection with the Junglee
Merger. The purchase price allocation is based on management's
estimates of the fair values of the tangible assets, intangible
assets and technology, which has not reached technological
feasibility and therefore, has no alternative future use. The
book value of tangible assets and liabilities acquired are
assumed to approximate fair value. The goodwill and substantially
all other purchased intangible assets will be amortized on a
straight line basis over approximately 3 years.
PRO FORMA NET LOSS PER SHARE
Basic pro forma earnings per share is computed using the weighted average number of Amazon.com common shares outstanding during the period plus shares of Amazon.com Common Stock issued in connection with the Junglee Merger, excluding Amazon.com Common Stock subject to repurchase. Diluted pro forma earnings per share is computed using the weighted average number of common and common equivalent shares outstanding during the period plus shares of Amazon.com Common Stock and common equivalent shares assumed in connection with the Junglee Merger. Common equivalent shares are excluded from the computation if their effect is antidilutive. Amazon.com Common Stock, options and warrants issued in connection with the Junglee Merger are assumed outstanding at the beginning of the period.
CONFORMING AND RECLASSIFICATION ADJUSTMENTS
There were no material adjustments required to conform the accounting policies of Amazon.com and Junglee. Certain amounts have been reclassified to conform to Amazon.com's financial statement presentation. There have been no significant intercompany transactions. "
Glenn |
