To: Glenn D. Rudolph who wrote (23110 ) 10/26/1998 8:27:00 PM From: Glenn D. Rudolph Read Replies (1) | Respond to of 164684
I left off the notes: 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.