Attached files
| file | filename |
|---|---|
| EX-99.1 - Uber Technologies, Inc | e19525_ex99-1.htm |
| 8-K - Uber Technologies, Inc | e19525_uber-8k.htm |
UBER
TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Overview
On January 21, 2020, Uber Technologies, Inc. (“Uber”) completed the divestiture of Uber’s food delivery operations in India (“Uber Eats India”) pursuant to a definitive agreement with Zomato Media Private Limited (“Zomato”) in exchange for compulsorily convertible cumulative preference shares of Zomato convertible into ordinary shares representing, when converted, 9.99% of the voting capital of Zomato.
Basis of Presentation
The following unaudited pro forma condensed consolidated financial statements were derived from our historical consolidated financial statements and are being presented to give effect to the following:
| (i) | the divestiture of the Uber Eats India (“the Divestiture”) operations’ financial results to reflect our continuing operations; and |
| (ii) | the components of the consideration received in the Divestiture and the resulting gain from the Divestiture. |
The unaudited pro forma condensed consolidated financial statements are based on currently available information and assumptions that management believes are reasonable. The pro forma adjustments reflect the impact of events directly attributable to the Divestiture, that are factually supportable, and for purposes of the unaudited pro forma condensed consolidated statements of operations, expected to have a continuing impact on Uber.
The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2018 and the nine months ended September 30, 2019 reflect our results of operations as if the Divestiture had occurred on January 1, 2018. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2019 gives effect to the Divestiture as if it had occurred on that date.
The unaudited pro forma condensed consolidated financial statements are intended for illustrative purposes only, and do not necessarily indicate our results of operations that would have been achieved if the Divestiture had occurred on January 1, 2018, nor is it indicative of our future results of operations or balance sheet had the Divestiture been completed on the dates assumed.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with:
| ● | Our audited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2018, included in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 13, 2019; and |
| ● | Our unaudited condensed consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2019. |
UBER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except share amounts which are reflected in thousands, and per share amounts)
| For the Nine Months Ended September 30, 2019 | ||||||||||||
| Uber Technologies, Inc. | Divestiture of Uber Eats India | Pro Forma | ||||||||||
| Revenue | $ | 10,078 | $ | (28 | )(a) | $ | 10,050 | |||||
| Costs and expenses | ||||||||||||
| Cost of revenue, exclusive of depreciation and amortization shown separately below | 5,281 | (122 | )(a) | 5,159 | ||||||||
| Operations and support | 1,796 | (39 | )(a) | 1,757 | ||||||||
| Sales and marketing | 3,375 | (102 | )(a) | 3,273 | ||||||||
| Research and development | 4,228 | (3 | )(a) | 4,225 | ||||||||
| General and administrative | 2,652 | — | 2,652 | |||||||||
| Depreciation and amortization | 371 | (6 | )(a) | 365 | ||||||||
| Total costs and expenses | 17,703 | (272 | ) | 17,431 | ||||||||
| Loss from operations | (7,625 | ) | 244 | (7,381 | ) | |||||||
| Interest expense | (458 | ) | — | (458 | ) | |||||||
| Other income, net | 707 | — | 707 | |||||||||
| Income (loss) before income taxes and loss from equity method investment | (7,376 | ) | 244 | (7,132 | ) | |||||||
| Provision for income taxes | 20 | — | (b) | 20 | ||||||||
| Loss from equity method investment, net of tax | (25 | ) | — | (25 | ) | |||||||
| Net income (loss) including non-controlling interests | (7,421 | ) | 244 | (7,177 | ) | |||||||
| Less: net loss attributable to non-controlling interest, net of tax | (11 | ) | — | (11 | ) | |||||||
| Net income (loss) attributable to Uber Technologies, Inc. | $ | (7,410 | ) | $ | 244 | $ | (7,166 | ) | ||||
| Net income (loss) per share attributable to Uber Technologies, Inc. common stockholders: | ||||||||||||
| Basic | $ | (6.79 | ) | $ | (6.56 | ) | ||||||
| Diluted | $ | (6.79 | ) | $ | (6.56 | ) | ||||||
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | ||||||||||||
| Basic | 1,092,241 | 1,092,241 | ||||||||||
| Diluted | 1,092,241 | 1,092,241 | ||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements
UBER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except share amounts which are reflected in thousands, and per share amounts)
| For the Year Ended December 31, 2018 | ||||||||||||
| Uber Technologies, Inc. | Divestiture of Uber Eats India | Pro Forma | ||||||||||
| Revenue | $ | 11,270 | $ | 1 | (a) | $ | 11,271 | |||||
| Costs and expenses | ||||||||||||
| Cost of revenue, exclusive of depreciation and amortization shown separately below | 5,623 | (78 | )(a) | 5,545 | ||||||||
| Operations and support | 1,516 | (19 | )(a) | 1,497 | ||||||||
| Sales and marketing | 3,151 | (39 | )(a) | 3,112 | ||||||||
| Research and development | 1,505 | (1 | )(a) | 1,504 | ||||||||
| General and administrative | 2,082 | — | 2,082 | |||||||||
| Depreciation and amortization | 426 | (1 | )(a) | 425 | ||||||||
| Total costs and expenses | 14,303 | (138 | ) | 14,165 | ||||||||
| Loss from operations | (3,033 | ) | 139 | (2,894 | ) | |||||||
| Interest expense | (648 | ) | — | (648 | ) | |||||||
| Other income, net | 4,993 | — | 4,993 | |||||||||
| Income before income taxes and loss from equity method investment | 1,312 | 139 | 1,451 | |||||||||
| Provision for income taxes | 283 | — | (b) | 283 | ||||||||
| Loss from equity method investment, net of tax | (42 | ) | — | (42 | ) | |||||||
| Net income including redeemable non-controlling interest | 987 | 139 | 1,126 | |||||||||
| Less: net loss attributable to redeemable non-controlling interest, net of tax | (10 | ) | — | (10 | ) | |||||||
| Net income attributable to Uber Technologies, Inc. | $ | 997 | $ | 139 | $ | 1,136 | ||||||
| Net income per share attributable to Uber Technologies, Inc. common stockholders: | ||||||||||||
| Basic | $ | — | $ | 0.03 | (c) | |||||||
| Diluted | $ | — | $ | 0.02 | (c) | |||||||
| Weighted-average shares used to compute net income per share attributable to common stockholders: | ||||||||||||
| Basic | 443,368 | 443,368 | ||||||||||
| Diluted | 478,999 | 478,999 | ||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements
UBER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in millions, except share amounts which are reflected in thousands, and per share amounts)
| As of September 30, 2019 | ||||||||||||||||
| Pro Forma Adjustments | ||||||||||||||||
| Uber Technologies, Inc. | Divestiture of Uber Eats India | Other | Pro Forma | |||||||||||||
| Assets | ||||||||||||||||
| Cash and cash equivalents | $ | 12,650 | $ | — | $ | — | $ | 12,650 | ||||||||
| Restricted cash and cash equivalents | 33 | — | — | 33 | ||||||||||||
| Accounts receivable, net of allowance of $34 and $39, respectively | 1,154 | (4 | )(a) | — | 1,150 | |||||||||||
| Prepaid expenses and other current assets | 1,316 | (2 | )(a) | — | 1,314 | |||||||||||
| Total current assets | 15,153 | (6 | ) | — | 15,147 | |||||||||||
| Restricted cash and cash equivalents | 1,958 | — | — | 1,958 | ||||||||||||
| Investments | 10,412 | — | 172 | (d) | 10,584 | |||||||||||
| Equity method investments | 1,393 | — | — | 1,393 | ||||||||||||
| Property and equipment, net | 1,537 | — | — | 1,537 | ||||||||||||
| Operating lease right-of-use assets | 1,538 | — | — | 1,538 | ||||||||||||
| Intangible assets, net | 74 | — | — | 74 | ||||||||||||
| Goodwill | 167 | — | — | 167 | ||||||||||||
| Other assets | 60 | — | — | 60 | ||||||||||||
| Total assets | $ | 32,292 | $ | (6 | ) | $ | 172 | $ | 32,458 | |||||||
| Liabilities, mezzanine equity and stockholders’ equity | ||||||||||||||||
| Accounts payable | $ | 126 | $ | — | $ | — | $ | 126 | ||||||||
| Short-term insurance reserves | 1,023 | — | — | 1,023 | ||||||||||||
| Operating lease liabilities, current | 197 | — | — | 197 | ||||||||||||
| Accrued and other current liabilities | 4,026 | (10 | )(a) | 21 | (e)(f) | 4,037 | ||||||||||
| Total current liabilities | 5,372 | (10 | ) | 21 | 5,383 | |||||||||||
| Long-term insurance reserves | 2,271 | — | — | 2,271 | ||||||||||||
| Long-term debt, net of current portion | 5,711 | — | — | 5,711 | ||||||||||||
| Operating lease liabilities, non-current | 1,459 | — | — | 1,459 | ||||||||||||
| Other long-term liabilities | 1,428 | — | 12 | (f) | 1,440 | |||||||||||
| Total liabilities | 16,241 | (10 | ) | 33 | 16,264 | |||||||||||
| Mezzanine equity | ||||||||||||||||
| Redeemable non-controlling interest | 309 | — | — | 309 | ||||||||||||
| Stockholders’ equity | ||||||||||||||||
| Common stock, $0.00001 par value, 2,696,114 and 5,000,000 shares authorized, 457,189 and 1,703,630 shares issued and outstanding, respectively | — | — | — | — | ||||||||||||
| Additional paid-in capital | 30,513 | — | — | 30,513 | ||||||||||||
| Accumulated other comprehensive loss | (185 | ) | — | — | (185 | ) | ||||||||||
| Accumulated deficit | (15,266 | ) | — | 143 | (g) | (15,123 | ) | |||||||||
| Total stockholders’ equity | 15,062 | — | 143 | 15,205 | ||||||||||||
| Non-redeemable non-controlling interests | 680 | — | — | 680 | ||||||||||||
| Total equity | 15,742 | — | 143 | 15,885 | ||||||||||||
| Total liabilities, mezzanine equity and equity | $ | 32,292 | $ | (10 | ) | $ | 176 | $ | 32,458 | |||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The
pro forma adjustments are based on estimates and assumptions that management believes are reasonable. These pro forma adjustments
include those adjustments that are directly attributable to the Divestiture, factually supportable, and for purposes of the unaudited
pro forma condensed consolidated statements of operations, expected to have a continuing impact. These pro forma adjustments are
described below:
| (a) | Represents the operations, assets and liabilities of Uber Eats India (excluding corporate overhead expenses not specifically related to Uber Eats India). |
Unaudited Pro Forma Condensed
Consolidated Statements of Operations
| (b) | The income tax impact on the pro forma adjustments is not material due to the pre-tax loss position of the Uber Eats India operations. |
| (c) | The
following table reflects the calculation of net income and pro forma net income attributable to common stockholders for use in
the determination of net income and pro forma net income per share, respectively, for the year ended December 31, 2018 (in millions): |
| For the Year Ended December 31, 2018 | ||||||||
| Uber Technologies, Inc. | Pro Forma | |||||||
| Net income attributable to Uber Technologies, Inc. common shareholders: | ||||||||
| Net income including non-controlling interests | $ | 987 | $ | 1,126 | ||||
| Less: net loss attributable to redeemable non-controlling interest, net of tax | 10 | 10 | ||||||
| Less: noncumulative dividends to preferred stockholders | (997 | ) | (1,100 | ) | ||||
| Less: undistributed earnings to participating securities | — | (24 | ) | |||||
| Net income attributable to common stockholders - basic and diluted | $ | — | $ | 12 | ||||
Unaudited Pro Forma Condensed
Consolidated Balance Sheet
| (d) | Represents the estimated fair value of the consideration received upon completion of the Divestiture. |
| (e) | The amount reflects $11 million of accrued expenses related to the estimated transaction costs associated with the Divestiture and $4 million related to the settlement of outstanding assets and liabilities of the Uber Eats India operations that are not transferred in the Divestiture. | |
| (f) | Represents $18 million of consideration received and allocated to a three year trademark license granted to Zomato in connection with the Divestiture, of which $6 million is included in accrued and other current liabilities and $12 million is included in other long-term liabilities. This amount will be recognized on a straight-line basis over the term of the license in other income, net in the consolidated statements of operations. |
| (g) | The estimated gain on the Divestiture of $143 million, net of tax, is reflected in accumulated deficit. The estimated gain on the Divestiture has not been reflected in the unaudited pro forma condensed consolidated statements of operations. The actual net gain on the transaction will be recorded in our financial statements for the first quarter of 2020 and may differ from the current estimate. |