NYSSA Forum Program (1999 - 2001)

 

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Amazon: Workshop for Analysts - Amazon Response References

The material copied below had been published on a web site maintained by the New York Society of Security Analysts ("NYSSA"), and was accessible from a link on a summary page for the Forum Program

This information was presented by Forum participant Lance E. Ettus, a NYSSA member, for reference in addressing the issues identified by the Workshop for Analysts in its December 7, 2000 letter to Amazon CEO Bezos.

 

AMAZON REFERENCES

Records Cited by Amazon in Its December 4, 2000 Response

to

Workshop Information Requests

 

Below are the references cited by Amazon in their December 4, 2000 response to the November 21, 2000 information requests of the Workshop for Analysts established by the NYSSA Forum, “Amazon: Responsibility for Investment Information.”  The references are presented by the item numbers of the information requests, and have been prepared by Workshop participants an exhibit to facilitate review of Amazon’s response.

 

 

1(a)(i) Amazon response:   Refer to our Net Sales section of Management’s Discussion and Analysis in our 1999 Form 10-K and our September 30, 2000 Form 10-Q.

 

1999 10k

Net Sales

 

                                 1999       % CHANGE      1998      % CHANGE      1997

                              ----------    --------    --------    --------    --------

                                                    (IN THOUSANDS)

Net sales...................  $1,639,839      169%      $609,819      313%      $147,787

 

     Net sales include the selling price of products sold by us, net of returns

and gift certificate discounts, and also include outbound shipping charges.

Shipping revenue was $239 million, $94.1 million and $24.8 million in 1999, 1998

and 1997, respectively. Net sales also include commissions from auctions and

zShops transactions, which include sales commissions, placement fees and fees

from payment service transactions.

 

     Growth in net sales in 1999 and 1998 reflects a significant increase in

units sold due to the growth of our customer base, repeat purchases from

existing customers, increased international sales, and the introduction of new

product offerings. These new product offerings include music and DVD/video in

June and November of 1998, respectively, toys and electronics in July 1999 and

home improvement, software and video games in November 1999. We increased our

issuance of promotional gift certificates to customers in 1999 to promote new

product lines, however, which partially offset such growth in net sales. The

Company had approximately 16.9 million, 6.2 million and 1.5 million cumulative

customer accounts as of December 31, 1999, 1998 and 1997, respectively. The

percentage of orders by repeat customers increased from 64% in the fourth

quarter of 1998 to 73% in the fourth quarter of 1999. The increase in net sales

in 1998 was also partially due to the launch of the UK and German focused Web

sites in October 1998.

 

                                       23

 

     Sales to customers outside of the US represented approximately 22%, 20% and

25% of net sales for the years ended December 31, 1999, 1998 and 1997,

respectively.

 

2000 10Q

Net Sales

 

  

    Net sales includes the selling price of products sold by us, less returns

and promotional gift certificates, and also includes outbound shipping charges

charged to our customers. Net product sales were $510.2 million and $301.3

million for the three months ended September 30, 2000 and 1999, and $1,468.5

million and $815.8 million for the nine months ended September 30, 2000 and

1999. Shipping revenue was $78.1 million and $53.3 million for the three months

ended September 30, 2000 and 1999, and $226.3 million and $146.4 million for the

nine months ended September 30, 2000 and 1999. Net sales also includes ACN

revenues of $49.6 million and $94.8 million for the three months and nine months

ended September 30, 2000. Although the ACN program formally commenced in the

fourth quarter of 1999, we earned advertising revenues prior to the ACN

program's existence during the first three quarters of 1999. These advertising

revenues totaled $1.2 million and $1.6 million for the three months and nine

months ended September 30, 1999. For the three months ended September 30, 2000,

ACN revenue recognized during the period consisted of consideration, either

received during the period or amortized from previously unearned revenue, in the

form of $28.7 million of cash, $20.1 million of equity securities of public

companies and $0.8 million of equity securities of private companies. For the

nine months ended September 30, 2000, ACN revenue recognized during the period

consisted of consideration, either received during the period or amortized from

   

 

                                       14

  

previously unearned revenue, in the form of $36.6 million of cash, $53.7 million

of equity securities of public companies and $4.5 million of equity securities

of private companies. A majority of the cash revenues recognized from the ACN

program for the three months and nine months ended September 30, 2000,

represents revenue associated with the sale of $19.6 million of inventory to

Toysrus.com at our cost, which did not exceed market. Future ACN revenue will be

affected by such factors as the health of our ACN partners, the ability to

successfully renew agreements with ACN partners and the terms of such renewals,

and the ability to successfully attract new ACN partners and the terms of any

such agreements. Growth in net sales for the three months and nine months ended

September 30, 2000, as compared to the comparable periods in 1999, is primarily

related to an increase in units sold due to the growth of our customer base,

repeat purchases from existing customers, the introduction of new product lines,

a favorable mix of customer discounts in our various product lines and increased

ACN and advertising-related revenues. Subsequent to September 30, 1999, we added

the new product lines of software, computer and video games, tools and hardware,

lawn and patio, and kitchen products. We expect that our net sales for the

fourth quarter of 2000 will be between $950 million and $1.05 billion and that

net sales for 2001 will be approximately $4 billion. Over the longer term, we

expect to average a double-digit percentage share of the online retail market

segment. However, any such projections are subject to substantial uncertainty.

See "Additional Factors That May Affect Future Results."

   

 

    At September 30, 2000, the number of customer accounts, which includes

customer accounts for marketplace services but excludes customer accounts of our

ACN partners, exceeded 25 million, compared with over 13 million at September

30, 1999.

 

    Sales to customers outside of the US, including export sales from our US

website and sales from our internationally focused Web sites located at

www.amazon.co.uk, www.amazon.de and www.amazon.fr, represented approximately 23%

and 25% of net sales for the three months ended September 30, 2000 and 1999, and

23% and 24% for the nine months ended September 30, 2000 and 1999.

 

1(b)(i) Amazon response: See 1.a.i. above and Note 1 of our 1999 Form 10-K, and Overview to Management’s Discussion and Analysis and Note 6 in our September 30, 2000 Form 10-Q.

 

1999 10K

NOTE 1 -- ACCOUNTING POLICIES

 

  Description of Business

 

     Amazon.com, Inc. (Amazon.com or the Company) was incorporated in July 1994

and opened its virtual doors on the Web in July 1995. Amazon.com is an Internet

retailer offering more than 18 million unique items in categories including

books, music, DVD/video, toys, electronics, software, video games and home

improvement products. Amazon.com offers a free electronic greeting card service

and also provides a community of online shoppers with an easy and safe way to

purchase and sell a large selection of products through Amazon.com Auctions and

zShops.

 

  Business Combinations and Investments

 

     For business combinations that have been accounted for under the purchase

method of accounting, the Company includes the results of operations of the

acquired business from the date of acquisition. Net assets of the companies

acquired are recorded at their fair value at the date of acquisition. The excess

of the purchase price over the fair value of tangible and identifiable

intangible net assets acquired is included in goodwill in the accompanying

consolidated balance sheets.

 

     One business combination in 1998 was accounted for under the pooling of

interests method of accounting. In this case, the assets, liabilities and

stockholders' equity of the acquired entity was combined with the Company's

respective accounts at recorded values. The consolidated financial statements

reflect the restatement of all periods presented to include the accounts of the

acquired entity accounted for under the pooling of interests method of

accounting. The historical results of the pooled entity reflect its actual

operating cost structures and, as a result, do not necessarily reflect the cost

structure of the newly combined entity. The historical results do not purport to

be indicative of future results.

 

     Investments in affiliated entities in which the Company has the ability to

exercise significant influence, but not control, of an investee, generally an

ownership interest of the voting stock of between 20% and 50%, are accounted for

under the equity method of accounting. Accordingly, under the equity method of

accounting, the Company's share of the investee's earnings or loss is included

in the consolidated statements of operations. The Company records its

investments in equity-method investees on the consolidated balance sheets as

"Investments in equity-method investees" and its share of the investees'

earnings or losses in "Equity in losses of equity-method investees." The portion

of the Company's investment in an equity-method investee that exceeds its claim

of the net assets of the investee, if any, is assigned to goodwill and amortized

over a period of three years. The goodwill amount, which was $24.8 million as of

December 31, 1999, is included in "Investments in equity-method investees" in

the accompanying consolidated balance sheets, and the amortization of the

goodwill is included in "Equity in losses of equity-method investees" in the

accompanying consolidated statements of operations.

 

     All other investments, which consist of investments for which the Company

does not have the ability to exercise significant influence, are accounted for

under the cost method of accounting. Dividends and other distributions of

earnings from other investees, if any, are included in income when declared. The

Company periodically evaluates the carrying value of its investments accounted

for under the cost method of accounting and as of December 31, 1999 and 1998,

such investments were recorded at the lower of cost or estimated net realizable

value.

 

2000 10Q

NOTE 6 -- UNEARNED REVENUE AND RELATED PARTY TRANSACTIONS

 

  

    Unearned revenue is recorded for the fair value of services to be performed

in future periods for Amazon Commerce Network (ACN) partners. ACN partners are

companies with which the Company has entered into strategic relationships. These

relationships have consisted of the Company entering into commercial agreements

that involve the sale of products and services by these companies on co-branded

sections of the Amazon Web site and other promotional services, such as

advertising placements and customer referrals. The Company has also made

minority investments in some of the companies with which it has entered into

such agreements. The fair value of services provided by the Company to these

partners is measured by the consideration paid to the Company by these ACN

partners, and has consisted of cash, equity securities of ACN partners or a

combination of the two. The Company holds equity securities of several of its

ACN partners, some of which are accounted for under the equity method. Fair

value of securities is generally determined at the date the agreement is

consummated. For securities of ACN partners that are public companies, the

Company generally determines fair value based on the quoted market price at

the time the Company enters into the underlying agreement, and adjusts such

market price appropriately if significant restrictions on marketability exist.

As an observable market price does not exist for equity securities of private

companies, estimates of fair value of such securities are more subjective than

for securities of public companies. For significant transactions involving

equity securities in private companies, the Company obtains and considers

independent, third-party valuations where appropriate. Such valuations use a

variety of methodologies to estimate fair value, including comparing the

security with securities of publicly traded companies in similar lines of

business, applying price multiples to estimated future operating results for the

private company, and then also estimating discounted cash flows for that

company. These valuations also reduce the fair value to account for restrictions

on control and marketability where appropriate. Using these valuations and other

information available to the Company, such as the Company's knowledge of the

industry and knowledge of specific information about the investee, the Company

determines the estimated fair value of the securities received. As required by

EITF 00-8, to the extent that equity securities received or modified after March

16, 2000 are subject to forfeiture or

   

                                       8

 

vesting provisions and no significant performance commitment exists upon signing

of the agreements, the fair value of the securities is determined as of the date

the respective forfeiture or vesting provisions lapse.

 

  

    Revenue is recognized over the period in which the service for

which consideration has been received is performed (generally one to three

years). During the three months and nine months ended September 30, 2000, the

Company recorded $49.6 million and $94.8 million, respectively, of revenue from

ACN partners. For the three months ended September 30, 2000, ACN revenue

recognized during the period consisted of consideration, either received during

the period or amortized from previously unearned revenue, in the form of $28.7

million of cash, $20.1 million of equity securities of public companies and $0.8

million of equity securities of private companies. For the nine months ended

September 30, 2000, ACN revenue recognized during the period consisted of

consideration, either received during the period or amortized from previously

unearned revenue, in the form of $36.6 million of cash, $53.7 million of equity

securities of public companies and $4.5 million of equity securities of private

companies.

   

 

    The Company accounts for several of its investments in ACN partners using

the equity method. During the three months and nine months ended September 30,

2000, the Company recorded $69.1 million and $266.9 million of equity-method

losses for investments in ACN partners.

  

    During the three months ended September 30, 2000, one of the Company's

equity-method investees, living.com, Inc. (living.com) declared bankruptcy. In

February 2000, the Company closed the purchase of shares of preferred stock of

living.com for $10 million in cash in connection with a commercial agreement

with living.com. The Company received additional living.com preferred stock with

an estimated fair value of $21 million in consideration for services to be

provided under the commercial agreement and recorded a total investment of $31

million and unearned revenue of $21 million. Through the date of living.com's

bankruptcy, the Company had recorded $16.9 million of equity-method losses and

had earned $0.9 million of revenue under the commercial agreement, resulting in

an investment balance at the date of living.com's bankruptcy of $14.1 million

(the difference between the $31 million initial total investment and the $16.9

million in equity-method losses) and an unearned revenue balance relating to the

commercial agreement of $20.1 million (the difference between the initial $21

million unearned revenue balance and the $0.9 million of revenue recognized). As

a result of the bankruptcy, the Company incurred a loss of $14.1 million, the

amount of its remaining investment balance in living.com at the time of the

bankruptcy. The Company also recorded a gain as a result of the termination of

the commercial agreement in the amount of $20.1 million, the amount of the

unearned revenue balance at the time of the bankruptcy. Both the gain and the

loss are included in "Non-cash investment gains and losses" in the accompanying

statement of operations.

 

2(a)(i) Amazon response:In our October 24, 2000 press release and conference call, we did not provide any guidance on operating cash flow as defined above.

 

Webcast of the conference call, including management discussions of  cash flow and analyst questions seeking clarification, is available on the Amazon web site at the following address:

 

<http://www.iredge.com/IREdge/IREdge.asp?c=002239&f=2009>

 

2(d) Amazon response: Refer to the Non-Cash Investment Gains and Losses, Net section of Management’s Discussion and Analysis in our September 30, 2000 Form 10-Q.

 

2000 10Q

Non-Cash Investment Gains and Losses, Net

 

    Non-cash investment gains and losses, net for the three months and nine

months ended September 30, 2000 includes net realized gains and losses on

investments described below during the three months ended September 30, 2000. We

had no comparable gains or losses on non-cash investments during the same

periods in 1999. We recorded a gain of $40.2 million upon the September 2000

acquisition of one of our equity-method investees, HomeGrocer, by Webvan Group,

Inc. (Webvan), representing the difference between our book value in the common

stock in HomeGrocer we held prior to the acquisition and the fair value of the

Webvan common stock we received upon closing of the transaction. Substantially

all of our investment in Webvan is now included in marketable securities. We

have recorded a net unrealized loss of $15.0 million as of September 30, 2000,

in accordance with Statement of Financial Accounting Standards No. 115,

representing the decline in the market value of the Webvan stock following the

close of the transaction. This unrealized loss is included in accumulated other

comprehensive loss.

 

  

    In February 2000, we closed the purchase of shares of preferred stock in

living.com for $10 million in cash in connection with a commercial agreement

with living.com. We received additional living.com preferred stock in

consideration for services to be provided under the commercial agreement, as

well as the right to nominate a member of the Board of Directors of living.com,

a right we never exercised. The balance sheet included with our press release

for the three months ended March 31, 2000 recorded the value of our equity

securities from living.com at approximately $93 million, and unearned revenue of

approximately $83 million based on an initial independent third party valuation.

After issuing our earnings release but prior to publishing our financial

statements in our Quarterly Report on Form 10-Q filing for the three months

ended March 31, 2000, and after learning of the pricing in a subsequent private

equity offering by living.com, we requested additional valuation work by the

independent third party which considered that pricing as well as revised and

updated forecasts from living.com management and other relevant information. Our

financial statements for the three months ended March 31, 2000, published in our

Quarterly Report on Form 10-Q, reflected our estimate of fair value of our

investment in living.com at $31 million and unearned revenue at $21 million. No

revenue was recognized from our commercial arrangement with living.com until

after the launch of the "Home living tab" on our Web site in May 2000. Through

the date of living.com's bankruptcy, we had recorded $16.9 million of

equity-method losses and had earned $0.9 million of revenue under the commercial

agreement, resulting in an investment balance at the date of living.com's

bankruptcy of $14.1 million (the difference between the $31 million initial

total investment and the $16.9 million in equity-method losses) and an unearned

revenue balance relating to the commercial agreement of $20.1 million (the

difference between the initial $21 million unearned revenue balance and the $0.9

million of revenue recognized). As a result of the bankruptcy, we incurred a

loss of $14.1 million, the amount of our remaining investment balance in

living.com at the time of the bankruptcy. We also recorded a gain as a result of

the termination of the commercial agreement in the amount of $20.1 million, the

amount of the unearned revenue balance at the time of the bankruptcy.

   

 

    During the three months ended September 30, 2000, we determined that the

declines in value from our accounting basis for two of our other investments

were other than temporary. We recognized non-cash losses totaling $33.8 million

to record our investments in Audible, Inc. and Nextcard at their current fair

values as of September 30, 2000. This amount is included in "Non-cash investment

gains and losses, net" in our statements of operations. In addition, at

September 30, 2000, "accumulated other comprehensive loss" on our balance sheet

includes approximately $66 million in unrealized losses on investments in public

companies. See Note 9 to the financial statements. We periodically evaluate

whether the declines in fair value of these investments are other than

temporary. This evaluation consists of a review by members of senior management

in finance, treasury, corporate development and our ACN group. For investments

with publicly quoted market prices, we compare the market price to our

accounting basis and, if the quoted market price is less than our accounting

basis for an extended period of time, we then consider additional factors to

determine whether the

 

                                       18

 

decline in fair value is other than temporary, such as the financial condition,

results of operations and operating trends for the company. We also review

publicly available information regarding the investee companies, including

reports from investment analysts. We also evaluate whether: 1) we have both the

intent and ability to hold the investment for a period of time sufficient to

allow for any anticipated recovery in fair value; 2) the decline in fair value

is attributable to specific adverse conditions affecting a particular

investment; 3) the decline is attributable to more general conditions, such as

conditions in an industry or geographic area; 4) the decline in fair value is

attributable to seasonal factors; 5) a debt security has been downgraded by a

rating agency; 6) the financial condition of the issuer has deteriorated; and 7)

if applicable, dividends have been reduced or eliminated, or scheduled interest

payments on debt securities have not been made. For investments in private

companies with no quoted market price, we consider similar qualitative factors

and also consider the implied value from any recent rounds of financing

completed by the investee as well as market prices of comparable public

companies. We require our private investees to deliver annual, quarterly and

monthly financial statements to assist us in reviewing relevant financial data

and to assist us in determining whether such data may indicate

other-than-temporary declines in fair value below our accounting basis.

 

3. Amazon response: Refer to our statement of cash flows, and Notes 3 and 6 in our 1999 Form 10-K  Also refer to our statement of cash flows included in our Form 10-Q for each quarter of 2000, our balance sheet as of September 30, 2000 and Notes 2, 4, 5 and 9 in our September 30, 2000 Form 10-Q.

 

1999 10K

NOTE 3 -- MARKETABLE SECURITIES

 

     The following tables summarize, by major security type, the Company's

marketable securities:

 

                                                           DECEMBER 31, 1999

                                          ---------------------------------------------------

                                                         GROSS         GROSS

                                          AMORTIZED    UNREALIZED    UNREALIZED    ESTIMATED

                                            COST         GAINS         LOSSES      FAIR VALUE

                                          ---------    ----------    ----------    ----------

                                                            (IN THOUSANDS)

Commercial paper and short-term

  obligations...........................  $ 74,203        $  8        $   (654)     $ 73,557

Corporate notes and bonds...............   105,282          --          (1,438)      103,844

Asset-backed and agency securities......   252,874         136          (5,343)      247,667

Treasury notes and bonds................   169,021          32          (4,895)      164,158

                                          --------        ----        --------      --------

                                          $601,380        $176        $(12,330)     $589,226

                                          ========        ====        ========      ========

 

                                                           DECEMBER 31, 1998

                                          ---------------------------------------------------

                                                         GROSS         GROSS

                                          AMORTIZED    UNREALIZED    UNREALIZED    ESTIMATED

                                            COST         GAINS         LOSSES      FAIR VALUE

                                          ---------    ----------    ----------    ----------

                                                            (IN THOUSANDS)

Commercial paper and short-term

  obligations...........................  $114,158       $   22        $  --        $114,180

Corporate notes and bonds...............    51,242          112           (3)         51,351

Asset-backed and agency securities......    83,611           98         (140)         83,569

Treasury notes and bonds................    88,952          230         (169)         89,013

Equity securities.......................     8,080        1,691           --           9,771

                                          --------       ------        -----        --------

                                          $346,043       $2,153        $(312)       $347,884

                                          ========       ======        =====        ========

 

     At December 31, 1999, the Company also had investments in noncurrent

available-for-sale equity securities included in "Other investments" (Note 6).

 

     The following table summarizes contractual maturities of the Company's

marketable securities as of December 31, 1999:

 

                                                         AMORTIZED    ESTIMATED

                                                           COST       FAIR VALUE

                                                         ---------    ----------

                                                             (IN THOUSANDS)

Due within one year....................................  $ 52,331      $ 51,943

Due after one year through five years..................   296,175       289,616

Asset-backed and agency securities with various

  maturities...........................................   252,874       247,667

                                                         --------      --------

                                                         $601,380      $589,226

                                                         ========      ========

 

     The gross realized gains and losses on sales of available-for-sale

securities were $6.7 million and $15.4 million, respectively, for the year ended

December 31, 1999. Gross realized gains and losses on sales of

available-for-sale securities were not significant for the years ended December

31, 1998 or 1997.

 

     Activity in unrealized gains (losses) on available-for-sale securities was

as follows:

 

                                                          FOR THE YEARS ENDED DECEMBER 31,

                                                         ----------------------------------

                                                            1999          1998        1997

                                                         ----------     --------     ------

                                                                   (IN THOUSANDS)

Unrealized holding gains (losses) arising during

  period...............................................   $(12,698)      $1,841        $--

Less: reclassification adjustment for losses included

  in net loss..........................................      8,693           --         --

                                                          --------       ------        ---

Net unrealized gains (losses) on available-for-sale

  securities...........................................   $ (4,005)      $1,841        $--

                                                          ========       ======        ===

 

1999 10K

NOTE 6 -- INVESTMENTS

 

     The Company has several equity-method investments included in "Investments

in equity-method investees" in the accompanying consolidated balance sheets. At

December 31, 1998, the Company's only equity-method investment was a 46%

ownership interest in drugstore.com, inc. (drugstore.com). In no cases does the

Company have the ability to control these investees. At December 31, 1999, the

Company's equity-method investees and the Company's approximate ownership

interest in each investee, based on outstanding shares, were as follows:

 

                                                            PERCENTAGE

                         COMPANY                            OWNERSHIP

                         -------                            ----------

Della.com.................................................     21.9%

drugstore.com.............................................     26.7%

Gear.com..................................................     49.0%

HomeGrocer.com............................................     28.0%

Kozmo.com.................................................     21.7%

Naxon Corporation.........................................     61.0%

Pets.com..................................................     48.4%

 

                                       45

                                AMAZON.COM, INC.

 

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

     Summarized balance sheet information of the Company's equity-method

investees is as follows:

 

2000 10Q

NOTE 2 -- MARKETABLE SECURITIES

 

    Marketable securities available for sale, at fair value, consist of the

following:

 

 

                                                                                      

                                                                            SEPTEMBER 30,       DECEMBER 31,

                                                                                 2000               1999

                                                                            -------------      -------------

                                                                                     (IN THOUSANDS)   

                   Asset-backed and agency securities ................      $      59,317      $     247,667

                   Commercial paper and short-term obligations .......              9,213             57,210

                   Treasury notes and bonds ..........................             73,886            164,158

                   Corporate notes and bonds .........................             12,653            103,844

                   Equity securities .................................             97,907                 --

                                                                            -------------      -------------

                             Total marketable securities .............      $     252,976      $     572,879

                                                                            =============      =============

 

 

    The Company's marketable securities consist primarily of A-rated or higher

short- to intermediate-term fixed income securities, as well as equity

securities.

 

2000 10Q

NOTE 4 -- INVESTMENTS IN EQUITY-METHOD INVESTEES

 

    The Company holds certain investments accounted for under the equity method.

The Company accounts for an investment under the equity method if the investment

gives the Company the ability to exercise significant influence, but not

control, over an investee. Significant influence is generally deemed to exist if

the Company has an ownership interest in the voting stock of the investee of

between 20% and 50%, although other factors, such as representation on the

investee's Board of Directors and the impact of commercial arrangements, are

considered in determining whether the equity method of accounting is

appropriate. The Company records its equity in the income or losses of these

investees generally one month in arrears for private companies and three months

in arrears for public companies.

 

    In September 2000, Webvan Group, Inc. (Webvan) completed the acquisition of

all of the outstanding common stock of one of the Company's equity-method

investees, HomeGrocer.com, Inc. (HomeGrocer), in exchange for common stock of

Webvan. The Company does not account for its resulting investment in Webvan

under the equity method because it does not have the ability to exercise

significant influence over Webvan. During the three months ended September 30,

2000, the Company recorded its Webvan common stock investment at its estimated

fair value at the date of closing of the transaction of $84.0 million, which was

determined by management after considering an independent estimate of value, and

recorded a gain of $40.2 million on its common stock investment in HomeGrocer

based on this estimated fair value. This gain is included in "Non-cash

investment gains and losses, net" in the accompanying statements of operations.

As of September 30, 2000, the Company still holds all of the Webvan common stock

it received in the transaction. Substantially all of the Company's investment in

Webvan is classified as an available-for-sale investment, is accounted for at

its quoted market price and is included in "Marketable securities" at September

30, 2000.

 

2000 10Q

NOTE 5 -- OTHER INVESTMENTS

 

    At September 30, 2000, "Other investments" included $41.2 million of

investments accounted for at cost and $32.1 million of investments in equity

securities with ready markets that are recorded at fair value and classified as

available-for-sale securities pursuant to SFAS No. 115. The cost of such

available-for-sale equity securities included in "Other investments" at

September 30, 2000 was $68.4 million, resulting in unrealized losses included in

"Accumulated other comprehensive loss" of $36.3 million.

 

    During the three months ended September 30, 2000, the Company determined

that the declines in value from the Company's accounting basis for two of its

investments were other than temporary. The Company recognized losses totaling

$33.8 million to record its investments in Audible, Inc. and Nextcard, Inc. at

their estimated current fair values as of September 30, 2000. This amount is

included in "Non-cash investment gains and losses, net" in the accompanying

statements of operations. Prior to September 30, 2000, unrealized losses from

these investments had been recorded in "Accumulated other comprehensive loss."

 

2000 10Q

NOTE 9 -- ACCUMULATED OTHER COMPREHENSIVE LOSS

 

    Accumulated other comprehensive loss consists of the following:

 

 

                                                                                      SEPTEMBER 30,        DECEMBER 31,

                                                                                           2000                1999

                                                                                      -------------       -------------

                                                                                               (IN THOUSANDS)

                   Unrealized loss on Ashford.com, Inc. common stock ...........      $     (36,329)      $          --

                   Unrealized loss on Webvan common stock ......................            (14,989)                 --

                   Unrealized loss on Sotheby's Holdings, Inc. common stock ....            (10,563)             (5,437)

                   Unrealized gains (losses) on other marketable

                   securities, net .............................................             (3,984)              3,273

                   Foreign currency related gains, net .........................                228                 455

                                                                                      -------------       -------------

                                                                                      $     (65,637)      $      (1,709)

                                                                                      =============       =============

 

4.       Amazon response: Refer to Note 11 of our June 30, 2000 Form 10-Q

 

Amazon’s June 30, 2000 Form 10-Q has notes only up to #10, and no reference could be found in any of those notes to the information requested.

 

 

Material dated between January 1999 and July 2001 was originally published on the web site of the New York Society of Security Analysts ("NYSSA"), and was provided by Gary Lutin as co-sponsor of a "Forum Program" conducted for public educational purposes with NYSSA's Committee for Corporate Governance and Shareholder Rights during that period. Material dated after July 2001 was not published by the NYSSA unless specifically indicated.

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