UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2008
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-50726
Google Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 77-0493581 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offices)
(Zip Code)
(650) 253-0000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨
Non-accelerated filer (Do not check if a smaller reporting company) ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
At April 30, 2008, there were 238,581,338 shares of Google’s Class A common stock outstanding and 75,511,505 shares of Google’s Class B common stock outstanding.
GOOGLE INC.
| Page No. | ||||
| PART I. FINANCIAL INFORMATION | ||||
| Item 1 |
||||
| Consolidated Balance Sheets—December 31, 2007 and March 31, 2008 (unaudited) |
3 | |||
| Consolidated Statements of Income—Three Months Ended March 31, 2007 and 2008 (unaudited) |
4 | |||
| Consolidated Statements of Cash Flows—Three Months Ended March 31, 2007 and 2008 (unaudited) |
5 | |||
| 6 | ||||
| Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 | ||
| Item 3 |
34 | |||
| Item 4 |
35 | |||
| PART II. OTHER INFORMATION | ||||
| Item 1 |
36 | |||
| Item 1A |
36 | |||
| Item 2 |
47 | |||
| Item 6 |
48 | |||
| 49 | ||||
| 50 | ||||
| Certifications |
||||
2
| ITEM 1. | FINANCIAL STATEMENTS |
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value per share)
| As of December 31, 2007 |
As of March 31, 2008 | |||||
| (unaudited) | ||||||
| Assets |
||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ | 6,081,593 | $ | 6,519,749 | ||
| Marketable securities |
8,137,020 | 5,614,759 | ||||
| Accounts receivable, net of allowance of $32,887 and $50,278 |
2,162,521 | 2,560,909 | ||||
| Deferred income taxes, net |
68,538 | 71,722 | ||||
| Income taxes receivable |
145,253 | — | ||||
| Prepaid revenue share, expenses and other assets |
694,213 | 697,792 | ||||
| Total current assets |
17,289,138 | 15,464,931 | ||||
| Prepaid revenue share, expenses and other assets, non-current |
168,530 | 190,402 | ||||
| Deferred income taxes, net, non-current |
33,219 | 155,588 | ||||
| Non-marketable equity securities |
1,059,694 | 1,056,966 | ||||
| Property and equipment, net |
4,039,261 | 4,741,724 | ||||
| Intangible assets, net |
446,596 | 1,203,972 | ||||
| Goodwill |
2,299,368 | 4,791,399 | ||||
| Total assets |
$ | 25,335,806 | $ | 27,604,982 | ||
| Liabilities and Stockholders’ Equity |
||||||
| Current liabilities: |
||||||
| Accounts payable |
$ | 282,106 | $ | 358,122 | ||
| Accrued compensation and benefits |
588,390 | 458,188 | ||||
| Accrued expenses and other current liabilities |
465,032 | 746,905 | ||||
| Accrued revenue share |
522,001 | 525,764 | ||||
| Deferred revenue |
178,073 | 194,066 | ||||
| Income taxes payable |
— | 177,430 | ||||
| Total current liabilities |
2,035,602 | 2,460,475 | ||||
| Deferred revenue, non-current |
30,249 | 31,748 | ||||
| Income taxes payable, non-current |
478,372 | 633,022 | ||||
| Other long-term liabilities |
101,904 | 142,202 | ||||
| Commitments and contingencies |
||||||
| Stockholders’ equity: |
||||||
| Convertible preferred stock, $0.001 par value, 100,000 shares authorized; no shares issued and outstanding |
— | — | ||||
| Class A and Class B common stock, $0.001 par value: 9,000,000 shares authorized; 312,917 (Class A 236,097, Class B 76,820) and par value of $313 (Class A $236, Class B $77) and 313,724 (Class A 238,142, Class B 75,582) and par value of $314 (Class A $238, Class B $76) shares issued and outstanding, excluding 361 (Class A 336, Class B 25) and 228 (Class A 215, Class B 13) shares subject to repurchase at December 31, 2007 and March 31, 2008 |
313 | 314 | ||||
| Additional paid-in capital |
13,241,221 | 13,561,948 | ||||
| Accumulated other comprehensive income |
113,373 | 133,415 | ||||
| Retained earnings |
9,334,772 | 10,641,858 | ||||
| Total stockholders’ equity |
22,689,679 | 24,337,535 | ||||
| Total liabilities and stockholders’ equity |
$ | 25,335,806 | $ | 27,604,982 | ||
See accompanying notes.
3
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
| Three Months Ended March 31, | ||||||
| 2007 | 2008 | |||||
| (unaudited) | ||||||
| Revenues |
$ | 3,663,971 | $ | 5,186,043 | ||
| Costs and expenses: |
||||||
| Cost of revenues (including stock-based compensation expense of $4,389 and $9,148) |
1,470,426 | 2,110,536 | ||||
| Research and development (including stock-based compensation expense of $120,787 and $193,800) |
408,384 | 673,069 | ||||
| Sales and marketing (including stock-based compensation expense of $27,250 and $42,576) |
302,552 | 446,898 | ||||
| General and administrative (including stock-based compensation expense of $31,440 and $35,255) |
261,400 | 409,305 | ||||
| Total costs and expenses |
2,442,762 | 3,639,808 | ||||
| Income from operations |
1,221,209 | 1,546,235 | ||||
| Interest income and other, net |
130,728 | 167,343 | ||||
| Income before income taxes |
1,351,937 | 1,713,578 | ||||
| Provision for income taxes |
349,775 | 406,492 | ||||
| Net income |
$ | 1,002,162 | $ | 1,307,086 | ||
| Net income per share of Class A and Class B common stock: |
||||||
| Basic |
$ | 3.24 | $ | 4.17 | ||
| Diluted |
$ | 3.18 | $ | 4.12 | ||
See accompanying notes.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Three Months Ended March 31, |
||||||||
| 2007 | 2008 | |||||||
| (unaudited) | ||||||||
| Operating activities |
||||||||
| Net income |
$ | 1,002,162 | $ | 1,307,086 | ||||
| Adjustments: |
||||||||
| Depreciation and amortization of property and equipment |
170,289 | 280,564 | ||||||
| Amortization of intangibles and other |
34,703 | 55,960 | ||||||
| Stock-based compensation |
183,866 | 280,779 | ||||||
| Excess tax benefits from stock-based award activity |
(74,084 | ) | (51,101 | ) | ||||
| Deferred income taxes |
(61,402 | ) | (38,214 | ) | ||||
| Other, net |
(6,386 | ) | (44,903 | ) | ||||
| Changes in assets and liabilities, net of effects of acquisitions: |
||||||||
| Accounts receivable |
(153,562 | ) | (223,493 | ) | ||||
| Income taxes, net |
399,104 | 438,175 | ||||||
| Prepaid revenue share, expenses and other assets |
(185,478 | ) | (41,584 | ) | ||||
| Accounts payable |
(29,256 | ) | 53,784 | |||||
| Accrued expenses and other liabilities |
(139,886 | ) | (234,277 | ) | ||||
| Accrued revenue share |
77,864 | (10,124 | ) | |||||
| Deferred revenue |
1,659 | 6,794 | ||||||
| Net cash provided by operating activities |
1,219,593 | 1,779,446 | ||||||
| Investing activities |
||||||||
| Purchases of property and equipment |
(596,893 | ) | (841,597 | ) | ||||
| Purchases of marketable securities |
(5,225,160 | ) | (2,819,512 | ) | ||||
| Maturities and sales of marketable securities |
5,079,364 | 5,379,228 | ||||||
| Acquisitions, net of cash acquired, and purchases of intangible and other assets |
(34,441 | ) | (3,125,113 | ) | ||||
| Net cash used in investing activities |
(777,130 | ) | (1,406,994 | ) | ||||
| Financing activities |
||||||||
| Net proceeds (payments) related to stock-based award activity |
14,426 | (22,445 | ) | |||||
| Excess tax benefits from stock-based award activity |
74,084 | 51,101 | ||||||
| Net cash provided by financing activities |
88,510 | 28,656 | ||||||
| Effect of exchange rate changes on cash and cash equivalents |
5,696 | 37,048 | ||||||
| Net increase in cash and cash equivalents |
536,669 | 438,156 | ||||||
| Cash and cash equivalents at beginning of year |
3,544,671 | 6,081,593 | ||||||
| Cash and cash equivalents at end of period |
$ | 4,081,340 | $ | 6,519,749 | ||||
| Supplemental disclosures of cash flow information |
||||||||
| Cash paid for interest |
$ | 342 | $ | 387 | ||||
| Cash paid for income taxes |
$ | 12,774 | $ | 12,091 | ||||
See accompanying notes.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Google Inc. and Summary of Significant Accounting Policies
Nature of Operations
We were incorporated in California in September 1998. We were re-incorporated in the State of Delaware in August 2003. We provide highly targeted advertising and global internet search solutions as well as intranet solutions via an enterprise search appliance.
Basis of Consolidation
The Consolidated Financial Statements include the accounts of Google and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
Unaudited Interim Financial Information
The accompanying Consolidated Balance Sheet as of March 31, 2008, the Consolidated Statements of Income for the three months ended March 31, 2007 and 2008, and the Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2008 are unaudited. These unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of March 31, 2008, our results of operations for the three months ended March 31, 2007 and 2008, and our cash flows for the three months ended March 31, 2007 and 2008. The results of operations for the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the year ending December 31, 2008.
These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our 2007 Annual Report on Form 10-K filed on February 15, 2008.
Use of Estimates
The preparation of interim Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, bad debt and sales allowances, fair values of marketable and non-marketable securities, fair values of prepaid revenue share, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of options to purchase our common stock, and income taxes, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Effect of Recent Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. This statement is effective for us beginning January 1, 2009. We are currently evaluating the potential impact of the adoption of SFAS 141R on our consolidated financial position, results of operations and cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This statement is effective for us beginning January 1, 2009. We are currently evaluating the potential impact of the adoption of SFAS 160 on our consolidated financial position, results of operations and cash flows.
6
In February 2008, the FASB issued Financial Staff Positions (“FSP”) FAS 157-2, Effective Date of FASB Statement No. 157 (“FSP FAS 157-2”), which delays the effective date of SFAS No. 157, Fair Value Measurement (“SFAS 157”), for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP FAS 157-2 partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. FSP FAS 157-2 is effective for us beginning January 1, 2009. We are currently evaluating the potential impact of the adoption of those provisions of SFAS 157, for which effectiveness was delayed by FSP SFAS 157-2, on our consolidated financial position and results of operations.
7
Note 2. Net Income per Share of Class A and Class B common stock
The following table sets forth the computation of basic and diluted net income per share of Class A and Class B common stock (in thousands, except per share amounts, unaudited):
| For the Three Months Ended March 31, |
||||||||||||||||
| 2007 | 2008 | |||||||||||||||
| (unaudited) | ||||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic net income per share: |
||||||||||||||||
| Numerator: |
||||||||||||||||
| Allocation of undistributed earnings |
$ | 740,449 | $ | 261,713 | $ | 989,006 | $ | 318,080 | ||||||||
| Denominator: |
||||||||||||||||
| Weighted average common shares outstanding |
229,432 | 80,994 | 237,185 | 76,219 | ||||||||||||
| Less: Weighted average unvested common shares subject to repurchase or cancellation |
(894 | ) | (217 | ) | (256 | ) | (19 | ) | ||||||||
| Number of shares used in per share computations |
228,538 | 80,777 | 236,929 | 76,200 | ||||||||||||
| Basic net income per share |
$ | 3.24 | $ | 3.24 | $ | 4.17 | $ | 4.17 | ||||||||
| Diluted net income per share: |
||||||||||||||||
| Numerator: |
||||||||||||||||
| Allocation of undistributed earnings for basic computation |
$ | 740,449 | $ | 261,713 | $ | 989,006 | $ | 318,080 | ||||||||
| Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares |
261,713 | — | 318,080 | — | ||||||||||||
| Reallocation of undistributed earnings to Class B shares |
— | (1,330 | ) | — | (2,868 | ) | ||||||||||
| Allocation of undistributed earnings |
$ | 1,002,162 | $ | 260,383 | $ | 1,307,086 | $ | 315,212 | ||||||||
| Denominator: |
||||||||||||||||
| Number of shares used in basic computation |
228,538 | |||||||||||||||