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EBAY » Topics » Acquisitions and joint ventures could result in operating difficulties, dilution, and other harmful consequences.

This excerpt taken from the EBAY 10-Q filed Apr 28, 2009.

Acquisitions and joint ventures could result in operating difficulties, dilution, and other harmful consequences.

We have acquired a number of businesses in the past, including, most recently, Bill Me Later in the United States and Den Blå Avis and BilBasen, classified businesses in Denmark. In April 2009, we announced our intention to acquire Gmarket in Korea. We expect to continue to evaluate and consider a wide array of potential strategic transactions, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:

 

  •  

diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the number, size and varying scope of our recent acquisitions;

 

  •  

declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;

 

  •  

the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;

 

39

  •  

the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;

 

  •  

in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;

 

  •  

in some cases, the need to transition operations, users, and customers onto our existing platforms; and

 

  •  

liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.

Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in connection with the Skype transaction, we recorded a goodwill impairment charge of approximately $1.4 billion in our financial statements during 2007. Future acquisitions or mergers may require us to issue additional equity securities, spend our cash, or incur debt, liabilities, amortization expenses related to intangible assets or write-offs of goodwill, any of which could reduce our profitability and harm our business.

In addition, we have made certain investments, including through joint ventures, in which we have a minority equity interest and lack management and operational control. These investments may involve risks. For example, the controlling joint venture partner in a joint venture investment may have business interests, strategies or goals that are inconsistent with ours, and business decisions or other actions or omissions of the controlling joint venture partner or the joint venture company may result in harm to our reputation or adversely affect the value of our investment in the joint venture.

These excerpts taken from the EBAY 10-K filed Feb 20, 2009.
Acquisitions and joint ventures could result in operating difficulties, dilution, and other harmful consequences.
 
We have acquired a number of businesses in the past, including, most recently, Bill Me Later, Inc. in the United States and Den Blå Avis and BilBasen, classified businesses in Denmark. We expect to continue to evaluate and consider a wide array of potential strategic transactions, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:
 
  •  diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the large number and size and varying scope of our recent acquisitions;
 
  •  declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;
 
  •  the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;


28

Table of Contents

 
  •  the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;
 
  •  in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;
 
  •  in some cases, the need to transition operations, users, and customers onto our existing platforms; and
 
  •  liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.
 
Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in connection with the Skype transaction, we recorded a goodwill impairment charge of approximately $1.4 billion in our financial statements during 2007. Future acquisitions or mergers may require us to issue additional equity securities, spend our cash, or incur debt, liabilities, amortization expenses related to intangible assets or write-offs of goodwill, any of which could reduce our profitability and harm our business.
 
In addition, we have made certain investments, including through joint ventures, in which we have a minority equity interest and lack management and operational control. These investments may involve risks. For example, the controlling joint venture partner in a joint venture investment may have business interests, strategies or goals that are inconsistent with ours, and business decisions or other actions or omissions of the controlling joint venture partner or the joint venture company may result in harm to our reputation or adversely affect the value of our investment in the joint venture.
 
Acquisitions
and joint ventures could result in operating difficulties,
dilution, and other harmful consequences.


 



We have acquired a number of businesses in the past, including,
most recently, Bill Me Later, Inc. in the United States and
Den Blå Avis and BilBasen, classified businesses in
Denmark. We expect to continue to evaluate and consider a wide
array of potential strategic transactions, including business
combinations, acquisitions and dispositions of businesses,
technologies, services, products and other assets. At any given
time we may be engaged in discussions or negotiations with
respect to one or more of these types of transactions. Any of
these transactions could be material to our financial condition
and results of operations. The process of integrating any
acquired business may create unforeseen operating difficulties
and expenditures and is itself risky. The areas where we may
face difficulties include:


 




































  • 
diversion of management time, as well as a shift of focus from
operating the businesses to issues related to integration and
administration, particularly given the large number and size and
varying scope of our recent acquisitions;
 
  • 
declining employee morale and retention issues resulting from
changes in, or acceleration of, compensation, or changes in
management, reporting relationships, future prospects, or the
direction of the business;
 
  • 
the need to integrate each company’s accounting,
management, information, human resource and other administrative
systems to permit effective management, and the lack of control
if such integration is delayed or not implemented;





28




Table of Contents





 














































  • 
the need to implement controls, procedures and policies
appropriate for a larger public company at companies that prior
to acquisition had lacked such controls, procedures and policies;
 
  • 
in the case of foreign acquisitions, the need to integrate
operations across different cultures and languages and to
address the particular economic, currency, political, and
regulatory risks associated with specific countries;
 
  • 
in some cases, the need to transition operations, users, and
customers onto our existing platforms; and
 
  • 
liability for activities of the acquired company before the
acquisition, including violations of laws, rules and
regulations, commercial disputes, tax liabilities and other
known and unknown liabilities.


 



Moreover, we may not realize the anticipated benefits of any or
all of our acquisitions, or may not realize them in the time
frame expected. For example, in connection with the Skype
transaction, we recorded a goodwill impairment charge of
approximately $1.4 billion in our financial statements
during 2007. Future acquisitions or mergers may require us to
issue additional equity securities, spend our cash, or incur
debt, liabilities, amortization expenses related to intangible
assets or write-offs of goodwill, any of which could reduce our
profitability and harm our business.


 



In addition, we have made certain investments, including through
joint ventures, in which we have a minority equity interest and
lack management and operational control. These investments may
involve risks. For example, the controlling joint venture
partner in a joint venture investment may have business
interests, strategies or goals that are inconsistent with ours,
and business decisions or other actions or omissions of the
controlling joint venture partner or the joint venture company
may result in harm to our reputation or adversely affect the
value of our investment in the joint venture.


 




This excerpt taken from the EBAY 10-Q filed Oct 23, 2008.
Acquisitions and joint ventures could result in operating difficulties, dilution, and other harmful consequences.
 
We have acquired a number of businesses in the past, including, most recently, Den Blå Avis and Bilbasen, classified businesses in Denmark. We also recently announced that we have agreed to acquire Bill Me Later, Inc. We expect to continue to evaluate and consider a wide array of potential strategic transactions, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:
 
  •  diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the large number and size and varying scope of our recent acquisitions;


50

Table of Contents

 
  •  declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;
 
  •  the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
 
  •  the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;
 
  •  in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;
 
  •  in some cases, the need to transition operations, users, and customers onto our existing platforms; and
 
  •  liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.
 
Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in connection with the Skype transaction, we recorded a goodwill impairment charge of approximately $1.4 billion in our financial statements during 2007. Future acquisitions or mergers may require us to issue additional equity securities, spend our cash, or incur debt, liabilities, amortization expenses related to intangible assets or write-offs of goodwill, any of which could reduce our profitability and harm our business.
 
In addition, we have made investments in certain joint ventures in which we have a minority equity interest and lack management and operational control. These investments in joint ventures may involve risks, including the risk that the controlling joint venture partner may have business interests, strategies or goals that are inconsistent with ours, and the risk that business decisions or other actions or omissions of the controlling joint venture partner or the joint venture company may result in harm to our reputation or adversely affect the value of our investment in the joint venture.
 
This excerpt taken from the EBAY 10-Q filed Jul 24, 2008.
Acquisitions and joint ventures could result in operating difficulties, dilution, and other harmful consequences.
 
We have acquired a number of businesses in the past, including, most recently, Fraud Sciences Ltd.. We expect to continue to evaluate and consider a wide array of potential strategic transactions, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:
 
  •  diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the large number and size and varying scope of our recent acquisitions;
 
  •  declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;
 
  •  the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
 
  •  the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;
 
  •  in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;
 
  •  in some cases, the need to transition operations, users, and customers onto our existing platforms; and
 
  •  liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.


48

Table of Contents

 
Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in connection with the Skype transaction, we recorded a goodwill impairment charge of approximately $1.4 billion in our financial statements during 2007. Future acquisitions or mergers may result in a need to issue additional equity securities, spend our cash, or incur debt, liabilities, amortization expenses related to intangible assets or write-offs of goodwill, any of which could reduce our profitability and harm our business.
 
In addition, we have made investments in certain joint ventures in which we have a minority equity interest, and lack management and operational control. These investments in joint ventures may involve risks, including the risk that the controlling joint venture partner may have business interests, strategies or goals that are inconsistent with ours, and the risk that business decisions or other actions or omissions of the controlling joint venture partner or the joint venture company may result in harm to our reputation or adversely affect the value of our investment in the joint venture.
 
This excerpt taken from the EBAY 10-Q filed Apr 24, 2008.
Acquisitions and joint ventures could result in operating difficulties, dilution, and other harmful consequences.
 
We have acquired a number of businesses in the past, including, most recently, Fraud Sciences Ltd. and StumbleUpon. We expect to continue to evaluate and consider a wide array of potential strategic transactions, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:
 
  •  diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the large number and size and varying scope of our recent acquisitions;
 
  •  declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;
 
  •  the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
 
  •  the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;


46

Table of Contents

 
  •  in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;
 
  •  in some cases, the need to transition operations, users, and customers onto our existing platforms; and
 
  •  liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.
 
Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in connection with the Skype transaction, we recorded a goodwill impairment charge of approximately $1.4 billion in our financial statements during 2007. Future acquisitions or mergers may result in a need to issue additional equity securities, spend our cash, or incur debt, liabilities, amortization expenses related to intangible assets or write-offs of goodwill, any of which could reduce our profitability and harm our business.
 
In addition, we have made investments in certain joint ventures in which we have a minority equity interest, and lack management and operational control. These investments in joint ventures may involve risks, including the risk that the controlling joint venture partner may have business interests, strategies or goals that are inconsistent with ours, and the risk that business decisions or other actions or omissions of the controlling joint venture partner or the joint venture company may result in harm to our reputation or adversely affect the value of our investment in the joint venture.
 
This excerpt taken from the EBAY 10-Q filed Apr 24, 2008.
Acquisitions and joint ventures could result in operating difficulties, dilution, and other harmful consequences.
 
We have acquired a number of businesses in the past, including, most recently, Fraud Sciences Ltd. and StumbleUpon. We expect to continue to evaluate and consider a wide array of potential strategic transactions, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:
 
  •  diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the large number and size and varying scope of our recent acquisitions;
 
  •  declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;
 
  •  the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
 
  •  the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;


46

Table of Contents

 
  •  in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;
 
  •  in some cases, the need to transition operations, users, and customers onto our existing platforms; and
 
  •  liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.
 
Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in connection with the Skype transaction, we recorded a goodwill impairment charge of approximately $1.4 billion in our financial statements during 2007. Future acquisitions or mergers may result in a need to issue additional equity securities, spend our cash, or incur debt, liabilities, amortization expenses related to intangible assets or write-offs of goodwill, any of which could reduce our profitability and harm our business.
 
In addition, we have made investments in certain joint ventures in which we have a minority equity interest, and lack management and operational control. These investments in joint ventures may involve risks, including the risk that the controlling joint venture partner may have business interests, strategies or goals that are inconsistent with ours, and the risk that business decisions or other actions or omissions of the controlling joint venture partner or the joint venture company may result in harm to our reputation or adversely affect the value of our investment in the joint venture.
 
These excerpts taken from the EBAY 10-K filed Feb 29, 2008.
Acquisitions and joint ventures could result in operating difficulties, dilution, and other harmful consequences.
 
We have acquired a number of businesses in the past, including, most recently, Fraud Sciences Ltd. and StumbleUpon. We expect to continue to evaluate and consider a wide array of potential strategic transactions, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets. At any given time we may be engaged in discussions or negotiations with respect to one or more of these types of transactions. Any of these transactions could be material to our financial condition and results of operations. The process of integrating any acquired business may create unforeseen operating difficulties and expenditures and is itself risky. The areas where we may face difficulties include:
 
  •  diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the large number and size and varying scope of our recent acquisitions;
 
  •  declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;
 
  •  the need to integrate each company’s accounting, management, information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
 
  •  the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;
 
  •  in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries;
 
  •  in some cases, the need to transition operations, users, and customers onto our existing platforms; and
 
  •  liability for activities of the acquired company before the acquisition, including violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.
 
Moreover, we may not realize the anticipated benefits of any or all of our acquisitions, or may not realize them in the time frame expected. For example, in connection with the Skype transaction, we recorded a goodwill impairment charge of approximately $1.4 billion in our financial statements during 2007. Future acquisitions or mergers may result in a need to issue additional equity securities, spend our cash, or incur debt, liabilities, amortization expenses related to intangible assets or write-offs of goodwill, any of which could reduce our profitability and harm our business.
 
In addition, we have made investments in certain joint ventures in which we have a minority equity interest, and lack management and operational control. These investments in joint ventures may involve risks, including the risk that the controlling joint venture partner may have business interests, strategies or goals that are inconsistent with ours, and the risk that business decisions or other actions or omissions of the controlling joint venture partner or the joint venture company may result in harm to our reputation or adversely affect the value of our investment in the joint venture.
 
Acquisitions
and joint ventures could result in operating difficulties,
dilution, and other harmful consequences.


 



We have acquired a number of businesses in the past, including,
most recently, Fraud Sciences Ltd. and StumbleUpon. We expect to
continue to evaluate and consider a wide array of potential
strategic transactions, including business combinations,
acquisitions and dispositions of businesses, technologies,
services, products and other assets. At any given time we may be
engaged in discussions or negotiations with respect to one or
more of these types of transactions. Any of these transactions
could be material to our financial condition and results of
operations. The process of integrating any acquired business may
create unforeseen operating difficulties and expenditures and is
itself risky. The areas where we may face difficulties include:


 












































































  • 
diversion of management time, as well as a shift of focus from
operating the businesses to issues related to integration and
administration, particularly given the large number and size and
varying scope of our recent acquisitions;
 
  • 
declining employee morale and retention issues resulting from
changes in, or acceleration of, compensation, or changes in
management, reporting relationships, future prospects, or the
direction of the business;
 
  • 
the need to integrate each company’s accounting,
management, information, human resource and other administrative
systems to permit effective management, and the lack of control
if such integration is delayed or not implemented;
 
  • 
the need to implement controls, procedures and policies
appropriate for a larger public company at companies that prior
to acquisition had lacked such controls, procedures and policies;
 
  • 
in the case of foreign acquisitions, the need to integrate
operations across different cultures and languages and to
address the particular economic, currency, political, and
regulatory risks associated with specific countries;
 
  • 
in some cases, the need to transition operations, users, and
customers onto our existing platforms; and
 
  • 
liability for activities of the acquired company before the
acquisition, including violations of laws, rules and
regulations, commercial disputes, tax liabilities and other
known and unknown liabilities.


 



Moreover, we may not realize the anticipated benefits of any or
all of our acquisitions, or may not realize them in the time
frame expected. For example, in connection with the Skype
transaction, we recorded a goodwill impairment charge of
approximately $1.4 billion in our financial statements
during 2007. Future acquisitions or mergers may result in a need
to issue additional equity securities, spend our cash, or incur
debt, liabilities, amortization expenses related to intangible
assets or write-offs of goodwill, any of which could reduce our
profitability and harm our business.


 



In addition, we have made investments in certain joint ventures
in which we have a minority equity interest, and lack management
and operational control. These investments in joint ventures may
involve risks, including the risk that the controlling joint
venture partner may have business interests, strategies or goals
that are inconsistent with ours, and the risk that business
decisions or other actions or omissions of the controlling joint
venture partner or the joint venture company may result in harm
to our reputation or adversely affect the value of our
investment in the joint venture.


 




EXCERPTS ON THIS PAGE:

10-Q
Apr 28, 2009
10-K (2 sections)
Feb 20, 2009
10-Q
Oct 23, 2008
10-Q
Jul 24, 2008
10-Q
Apr 24, 2008
10-Q
Apr 24, 2008
10-K (2 sections)
Feb 29, 2008

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