UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined balance sheet as of June 30, 2005 and the
unaudited pro forma condensed combined statements of income for the year ended December 31, 2004
and the six months ended June 30, 2005 are based on the historical financial statements of eBay Inc. and
Skype Technologies S.A. after giving effect to eBays acquisition of Skype using the purchase method of accounting
and applying the assumptions and adjustments described in the accompanying notes to the unaudited
pro forma condensed combined financial statements as if such acquisition had occurred as of June
30, 2005, for pro forma balance sheet purposes and as of January 1, 2004, for pro forma income
statement purposes.
The acquisition has been accounted for under the purchase method of accounting in accordance
with Statement of Financial Accounting Standards (SFAS) No. 141,
Business Combinations
. Under
the purchase method of accounting, the total estimated purchase price, calculated as described in
Note 1 to these unaudited pro forma condensed combined financial statements, is allocated to the
net tangible and intangible assets acquired and liabilities assumed of Skype in connection with the
acquisition, based on their estimated fair values. Management has made a preliminary allocation of
the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed
based on various preliminary estimates. The allocation of the estimated purchase price is
preliminary pending finalization of those estimates and analyses. Final purchase accounting
adjustments may differ materially from the pro forma adjustments presented herein.
The unaudited pro forma condensed combined financial statements have been prepared by
management for illustrative purposes only and are not necessarily indicative of the condensed
consolidated financial position or results of operation in future periods or the results that
actually would have been realized had eBay and Skype been a combined company during the specified
periods. Certain reclassification adjustments have been made in the presentation of the Skype
historical amounts to conform Skypes financial statement basis of presentation to that followed by
eBay. The pro forma adjustments are based on the preliminary information available at the time of
the preparation of this document. The unaudited pro forma condensed combined financial statements,
including the notes thereto, are qualified in their entirety by reference to, and should be read in
conjunction with, eBays historical consolidated financial statements included in its Annual Report
on Form 10-K for the year ended December 31, 2004 and in its Form 10-Q for the six months ended
June 30, 2005, and Skypes historical consolidated financial statements for the year ended December
31, 2004 and for the six months ended June 30, 2005, which are included as Exhibits 99.2 and 99.3,
respectively, to this Form 8-K/A.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF EBAY AND SKYPE
As of June 30, 2005
(In thousands)
Historical
Pro Forma
eBay
Skype
Adjustments
Combined
ASSETS
Current assets:
Cash and cash equivalents
$
1,855,649
$
20,883
$
(1,251,226
)(a)
$
625,306
Short-term investments
896,951
896,951
Accounts receivable, net
269,641
6,117
(1,522
)(j)
274,236
Funds receivable from customers
200,171
200,171
Restricted cash and investments
32,077
32,077
Other current assets
435,339
2,995
438,334
Total current assets
3,689,828
29,995
(1,252,748
)
2,467,075
Long-term investments
1,064,260
1,064,260
Property and equipment, net
745,257
532
745,789
Goodwill
3,119,969
2,324,522
(b)
5,444,491
Intangible assets, net
387,366
280,300
(b)
667,666
Other assets
26,442
98
26,540
$
9,033,122
$
30,625
$
1,352,074
$
10,415,821
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable
$
41,686
$
10,419
$
$
52,105
Funds payable and amounts due to customers
507,731
(1,522
)(j)
506,209
Accrued expenses and other current liabilities
454,186
2,503
14,863
(c)
471,552
Deferred revenue and customer advances
42,079
13,005
55,084
Income taxes payable
141,136
141,136
Total current liabilities
1,186,818
25,927
13,341
1,226,086
Deferred tax liabilities, net
242,697
71,474
(d)
314,171
Other liabilities
34,486
34,486
Total liabilities
1,464,001
25,927
84,815
$
1,574,743
Stockholders equity:
Convertible Preferred Stock
478
(478
)(e)
Common Stock
1,354
475
(475
)(e)
2,617
1,263
(f)
Additional paid-in capital
5,224,526
34,609
(34,609
)(e)
6,550,469
1,261,312
(f)
64,631
(f)
Unearned stock-based compensation
(1,363
)
(8,367
)
8,367
(e)
(56,612
)
(55,249
)(g)
Retained earnings (accumulated deficit)
2,182,319
(22,653
)
22,653
(e)
2,182,319
Accumulated other comprehensive income
162,285
156
(156
)(e)
162,285
Total stockholders equity
7,569,121
4,698
1,267,259
8,841,078
$
9,033,122
$
30,625
$
1,352,074
$
10,415,821
The accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements are an
integral part of these financial statements.
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME OF EBAY AND SKYPE
For the year ended December 31, 2004
(In thousands, except for per share data)
Historical
Pro Forma
eBay
Skype
Adjustments
Combined
Net revenues
$
3,271,309
$
6,225
$
$
3,277,534
Cost of net revenues
614,415
6,714
3,294
(g)
624,423
Gross profit
2,656,894
(489
)
(3,294
)
2,653,111
Operating expenses:
Sales and marketing
857,874
1,652
19,646
(g)
879,172
Product development
240,647
2,235
8,110
(g)
250,992
General and administrative
415,725
7,264
6,455
(g)
429,444
Payroll tax on employee stock options
17,479
17,479
Amortization of acquired intangible assets
65,927
59,100
(h)
125,027
Total operating expenses
1,597,652
11,151
93,311
1,702,114
Income (loss) from operations
1,059,242
(11,640
)
(96,605
)
950,997
Interest and other income, net
77,867
163
(20,770
)(a)
57,260
Interest expense
(8,879
)
(8,879
)
Income (loss) before income taxes and
minority interests
1,128,230
(11,477
)
(117,375
)
999,378
Provision for income taxes
(343,885
)
(125
)
35,659
(i)
(308,351
)
Minority interests
(6,122
)
(6,122
)
Net income (loss)
$
778,223
$
(11,602
)
$
(81,716
)
$
684,905
Net income per share:
Basic
$
0.59
$
0.51
Diluted
$
0.57
$
0.49
Weighted average shares:
Basic
1,319,458
32,806
1,352,264
Diluted
1,367,720
33,620
1,401,340
The accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements are an
integral part of these financial statements.
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME OF EBAY AND SKYPE
For the six months ended June 30, 2005
(In thousands, except for per share data)
Historical
Pro Forma
eBay
Skype
Adjustments
Combined
Net revenues
$
2,118,027
$
23,716
$
(398
)(j)
$
2,141,345
Cost of net revenues
378,209
17,532
701
(g)
395,694
(398
)(j)
(350
)(k)
Gross profit
1,739,818
6,184
(351
)
1,745,651
Operating expenses:
Sales and marketing
558,493
5,296
4,288
(g)
566,867
(1,210
)(k)
Product development
145,428
3,501
1,505
(g)
148,550
(1,884
)(k)
General and administrative
265,729
5,557
1,295
(g)
270,773
(1,808
)(k)
Payroll tax on employee stock options
7,291
7,291
Amortization of acquired intangible assets
48,317
29,150
(h)
77,467
Total operating expenses
1,025,258
14,354
31,336
1,070,948
Income (loss) from operations
714,560
(8,170
)
(31,687
)
674,703
Interest and other income, net
54,928
297
(15,828
)(a)
39,397
Interest expense
(2,125
)
(2,125
)
Income (loss) before income taxes and
minority interests
767,363
(7,873
)
(47,515
)
711,975
Provision for income taxes
(219,466
)
(165
)
14,435
(i)
(205,196
)
Minority interests
(46
)
(46
)
Net income (loss)
$
547,851
$
(8,038
)
$
(33,080
)
$
506,733
Net income per share:
Basic
$
0.41
$
0.37
Diluted
$
0.40
$
0.36
Weighted average shares:
Basic
1,347,429
32,806
1,380,235
Diluted
1,380,736
34,104
1,414,840
The accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements are an
integral part of these financial statements.
4
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
1. Basis of Pro Forma Presentation
On October 14, 2005, eBay completed the acquisition of Skype Technologies, S.A., a global internet communications
company. The total estimated purchase price of approximately $2.6 billion includes cash of $1.3
billion and 32.8 million shares of common stock valued at $1.3 billion, plus potential
performance-based payments of up to $1.4 billion. In addition, eBay agreed to assume Skypes stock
options outstanding as of the closing date and convert them into options to acquire approximately
1.9 million shares of eBays common stock.
The unaudited pro forma condensed combined balance sheet at June 30, 2005 is presented to give
effect to eBays acquisition of Skype as if the transaction had been consummated on that date. The
unaudited pro forma condensed combined balance sheet at June 30, 2005 has been prepared by
combining the historical unaudited consolidated balance sheet data of eBay and Skype as of June 30,
2005 to give effect to eBays acquisition of Skype using the purchase method of accounting and
apply the assumptions and adjustments described in the accompanying notes to the unaudited pro
forma condensed combined financial statements. The unaudited pro forma condensed combined
statements of income of eBay and Skype for the year ended December 31, 2004 and the six-months
ended June 30, 2005 are presented as if eBays acquisition of Skype had been consummated on January
1, 2004. The unaudited pro forma condensed combined statements of income of eBay and Skype for
the year ended December 31, 2004 and the six-months ended June 30, 2005 have been prepared using
the historical consolidated statements of income data of eBay and Skype for the year ended
December 31, 2004 and the six-months ended June 30, 2005 and giving effect to eBays acquisition
of Skype using the purchase method of accounting and applying the assumptions and adjustments
described in the accompanying notes to these unaudited pro forma condensed combined financial
statements.
2. Preliminary Purchase Price
The unaudited pro forma condensed combined financial statements reflect an estimated purchase
price of approximately $2.6 billion, which was comprised of approximately $1.3 billion in cash and
the value of approximately 32.8 million shares of eBay common stock. For accounting purposes, the
stock portion of the initial consideration is valued at approximately $1.3 billion based on the
average closing price of our common stock surrounding the acquisition announcement date of
September 12, 2005. The preliminary fair value of the options assumed was determined
using the Black-Sholes model. The estimated total purchase price of the proposed Skype
acquisition is as follows (in thousands):
Cash
$
1,251,226
Fair value of eBay common stock to be issued
1,262,575
Estimated fair value of assumed options
64,631
Direct transaction costs
14,863
Total preliminary estimated purchase price
$
2,593,295
In addition to the initial consideration, the maximum amount potentially payable under the
performance-based earn out is approximately
1.1 billion, or approximately $1.4 billion, and is
payable in cash or common stock, at eBays discretion. The earn-out payments are contingent upon
Skype achieving certain net revenue and gross margin-based targets, gross profit-based targets and
active user targets. Base earn out payments of up to an aggregate of approximately
877 million,
or approximately $1.05 billion, weighted equally among the three targets, is payable if the targets
are achieved over any four-quarter period commencing on January 1, 2006 through June 30, 2009.
Additional bonus earn out payments of up to an aggregate of approximately
292 million, or
approximately $351 million, weighted equally among the three targets, would be payable if Skype
exceeds the targets during the calendar year 2008. Any contingent earn out payments made will be
accounted for as additional purchase price and will increase goodwill. Any contingent earn out
payments are to be paid in Euros, the Dollar amounts set forth above are based on the exchange
rate of
1 to $1.20 as of October 12, 2005.
Under the purchase method of accounting, the total estimated purchase price as shown in the
table above is allocated to Skypes net tangible and identifiable intangible assets based on their
estimated fair values as of October 14, 2005. The allocation of the purchase price is preliminary
pending the completion of various analyses and the finalization of estimates. The allocation of
the preliminary purchase price and the estimated useful lives and first year amortization on an
annualized basis associated with certain assets is as follows (in thousands):
First Year
Estimated
Amount
Amortization
Useful Life
Net Assets
$
4,698
$
n/a
Identifiable intangible assets
Registered user base
27,700
5,540
5 years
Existing technology
8,000
4,000
2 years
Trade name
243,800
48,760
5 years
Network access agreements
800
800
1 year
Deferred tax liabilities
(71,474
)
n/a
Deferred stock-based compensation
55,249
37,505
3 years
Goodwill
2,324,522
n/a
Total preliminary estimated purchase price
$
2,593,295
$
96,605
5
A preliminary estimate of $280.3 million has been allocated to amortizable intangible assets
consisting of registered user base, access and termination agreements, existing technology and
trade names with useful lives not exceeding five years.
Deferred tax liabilities of $71.5 million include tax effects of fair value adjustments
related to identifiable intangible assets. Upon finalization of the combined companys legal
entity structure additional adjustments to deferred taxes may be required.
Deferred stock-based compensation of $55.2 million represents the portion of the estimated
intrinsic value, measured as of October 14, 2005, of Skype employee stock options
related to future services that were assumed, as well as the fair value for consultant options assumed which have an estimated weighted average remaining
vesting period of approximately 3 years.
A preliminary estimate of $2.3 billion has been allocated to goodwill. Goodwill represents
the excess of the purchase price over the fair value of the underlying net tangible and
identifiable intangible assets. In accordance with SFAS No. 142,
Goodwill and Other Intangible
Assets
, goodwill will not be amortized but instead will be tested for impairment at least annually
(more frequently if certain indicators are present). In the event that the management of the
combined company determined that the value of goodwill has become impaired, the combined company
will incur an accounting charge for the amount of impairment during the fiscal quarter in which the
determination is made.
3. Pro Forma Adjustments
The accompanying unaudited pro forma condensed combined financial statements have been
prepared as if the acquisition was completed on June 30, 2005 for balance sheet purposes and on
January 1, 2004 for statements of income purposes and reflect the following pro forma adjustments:
(a)
To reflect the estimated cash portion of the purchase price and resulting decrease in
interest income based on the weighted average rate of return for the
periods presented.
(b)
To establish amortizable intangible assets and goodwill resulting from
the acquisition.
(c)
To record estimated direct transaction costs incurred by eBay.
(d)
To record deferred tax liability related to identifiable non-goodwill intangible assets
at the applicable local statutory rate.
(e)
To eliminate the historical stockholders equity of Skype.
(f)
To record the estimated fair value of eBays shares of common stock issued and assumed
options in the acquisition.
(g)
To record the deferred compensation based on the intrinsic value related to Skypes
unvested employee stock option assumed in connection with the acquisition and the fair
value related to Skypes consultants options assumed in connection with the acquisition and
to reflect the amortization of the deferred compensation calculated using an accelerated
amortization method. The weighted average remaining vesting period of unvested stock
options approximates 3 years.
(h)
To record amortization of the intangible assets resulting from the
acquisition.
(i)
To record the income tax impact on pro forma adjustments at the statutory tax rate.
(j)
To eliminate intercompany revenue, expenses and balance sheet amounts arising from
transactions between Skype and eBay.
(k)
To eliminate the historical deferred compensation expense recorded by Skype related to
employee and consultant options.
Certain reclassifications have been made to conform Skypes historical financial statement presentation
to eBays financial statement presentation.
4. Pro Forma Combined Net Income Per Share
Shares used to calculate unaudited pro forma net income per basic share were computed by
adding 32.8 million shares issued as a result of the transaction to eBays weighted
average shares outstanding. Shares used to calculate unaudited pro forma net income per diluted
share were computed by adding 32.8 million shares and approximately 0.8 and 1.3 million equivalent
shares related to options assumed for the periods ended December 31, 2004 and June 30, 2005,
respectively, (using the treasury stock method) to eBays weighted average shares outstanding.