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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/29/04 Google Inc. S-1 26:5.5M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.88M
2: EX-2.01 Merger Agreement and Plan of Reorganization HTML 507K
3: EX-3.01 Amended and Restated Certificate of Incorporation HTML 101K
4: EX-3.02 Bylaws of Registrant HTML 134K
5: EX-4.01 Third Amended and Restated Investor Rights HTML 114K
Agreement
6: EX-10.01 Form of Indemnification Agreement HTML 59K
7: EX-10.02 1998 Stock Plan, as Amended, and Form of Stock HTML 144K
Option Agreement
8: EX-10.03 1999 Stock Option/Stock Incentive Plan HTML 262K
9: EX-10.04 2000 Stock Plan, as Amended, and Form of Stock HTML 153K
Option Agreement
10: EX-10.05 2003 Stock Plan, as Amended, and Form of Stock HTML 142K
Option Agreement
11: EX-10.06 2003 Stock Plan (No. 2), and Form of Stock Option HTML 180K
Agreement
12: EX-10.07 2003 Stock Plan (No. 3), and Form of Stock Option HTML 182K
Agreement
13: EX-10.08 2004 Stock Plan HTML 86K
14: EX-10.09 Google Technology Sublease Agreement Dated July 9, HTML 187K
2003
15: EX-10.09.1 Amendment No. 1 to Sublease Dated November 18, HTML 33K
2003
16: EX-10.09.2 Amendment No. 2 to Sublease Dated December 17, HTML 25K
2003
17: EX-10.09.3 Landlord-Subtenant Agreement Dated July 9,2003 HTML 81K
18: EX-10.09.4 Second Amendment to Commercial Lease Dated July 9, HTML 80K
2003
19: EX-10.09.5 Amendment to Commercial Lease Dated April 19, 2001 HTML 21K
20: EX-10.09.6 Lease Between the Goldman Sachs Group HTML 386K
21: EX-10.09.7 Nondisturbance and Attornment Agreement HTML 43K
22: EX-21.01 List of Subsidiaries of Registrant HTML 17K
23: EX-23.01 Consent of Ernst & Young LLP, Independent Auditors HTML 11K
24: EX-23.02 Consent of Ernst & Young LLP, Independent Auditors HTML 11K
25: EX-99.1 Significant Subsidary Financial Statements of HTML 167K
Applied Semantics, Inc.
26: EX-99.3 Unaudited Pro Forma Combined Consolidated HTML 60K
Financial Information
| Unaudited Pro Forma Combined Consolidated Financial Information |
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
The following unaudited pro forma combined condensed consolidated statement of operations has been prepared to give effect to the acquisition of Applied Semantics, Inc. (ASI) by Google Inc. (Google) using the purchase method of accounting, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed consolidated income statement. This unaudited pro forma statement of operations was prepared as if the acquisition had been completed at January 1, 2003 by combining the respective historical statements of operations for both Google and ASI; the latter of which are presented in Exhibit 99.1 included elsewhere in this filing.
The unaudited pro forma combined condensed consolidated statement of operations is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have actually been reported had the acquisition occurred on January 1, 2003, nor are they necessarily indicative of future results of operations. The pro forma combined condensed consolidated statement of operations includes pro forma adjustments. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The acquisition was accounted for under the purchase method of accounting. The allocation of the purchase price was based upon the estimated fair value of the acquired assets and liabilities in accordance with Statement of Financial Accounting Standard (SFAS) No. 141, Business Combinations.
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| Year Ended December 31, 2003 (in thousands, except per share amounts) | ||||||||||||||||
| Google |
ASI |
Pro forma Adjustments |
Pro forma Combined | |||||||||||||
| Net revenues |
$ | 961,874 | $ | 2,819 | $ | — | $ | 964,693 | ||||||||
| Costs and expenses: |
||||||||||||||||
| Cost of revenues |
121,794 | 227 | 1,722 | (b) | 123,743 | |||||||||||
| Research and development |
91,228 | 526 | 91,754 | |||||||||||||
| Sales and marketing |
120,328 | 577 | 628 | (b) | 121,533 | |||||||||||
| General and administrative |
56,699 | 1,065 | 57,764 | |||||||||||||
| Stock-based compensation(1) |
229,361 | 29 | 203 | (b) | 229,593 | |||||||||||
| Total costs and expenses |
619,410 | 2,424 | 2,553 | 624,387 | ||||||||||||
| Income from operations |
342,464 | 395 | (2,553 | ) | 340,306 | |||||||||||
| Interest income, expense and other, net |
4,190 | (9 | ) | (141 | ) | (a) | 4,040 | |||||||||
| Income before income taxes |
346,654 | 386 | (2,694 | ) | 344,346 | |||||||||||
| Provision for income taxes |
241,006 | 154 | (1,886 | ) | (c) | 239,274 | ||||||||||
| Net income |
$ | 105,648 | $ | 232 | $ | (808 | ) | $ | 105,071 | |||||||
| Income per share—basic |
$ | 0.77 | $ | 0.76 | ||||||||||||
| Income per share—diluted |
$ | 0.41 | $ | 0.41 | ||||||||||||
| Shares used in per share calculation—basic |
137,697 | 138,153 | ||||||||||||||
| Shares used in per share calculation—diluted |
256,638 | 257,225 | ||||||||||||||
(1) Stock-based compensation, consisting of amortization of deferred stock-based compensation and the fair value of options and warrants issued to non-employees for services rendered, is allocated as followed: | ||||||||||||||||
| Google |
ASI |
Pro forma Adjustments |
Pro forma Combined | |||||||||||||
| Cost of revenues |
$ | 8,557 | $ | — | $ | 16 | $ | 8,573 | ||||||||
| Research and development |
138,378 | — | 23 | 138,401 | ||||||||||||
| Sales and marketing |
44,607 | — | 104 | 44,711 | ||||||||||||
| General and administrative |
37,819 | 29 | 60 | 37,908 | ||||||||||||
| $ | 229,361 | $ | 29 | $ | 203 | $ | 229,593 | |||||||||
Pro Forma Adjustments
See Notes to Unaudited Pro forma Combined Condensed Consolidated Statement of Operations
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| a) | To reflect decrease in interest income resulting from cash payment of $41.5 million for the acquisition. |
| b) | To eliminate the amortization of ASI historical deferred compensation and reflect amortization of the amortizable intangible assets and deferred compensation resulting from the acquisition. The weighted average life of amortizable intangible assets approximates 3 years and the remaining vesting period of unvested employee stock options approximates 2 years. |
| c) | To adjust the provision for taxes to reflect the impact of ASI’s net income and the pro forma adjustments. |
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
1. Basis of Pro Forma Presentation
The unaudited pro forma combined condensed statement of operations of Google and ASI for the year ended December 31, 2003 is presented as if the transaction had been consummated on January 1, 2003. The unaudited pro forma combined condensed statement of operations for the twelve months ended December 31, 2003 combines the results of operations of Google and ASI for the fiscal year ended December 31, 2003.
The total purchase price was $102.4 million. The fair value of Google stock options to be issued was determined using the Black-Scholes option-pricing model. For the unvested options assumed, the intrinsic value was recorded as unearned stock-based compensation and will be amortized as compensation expense on an accelerated basis over the related vesting periods of one to forty-seven months contingent upon each stockholder’s continued employment with the Company. The total purchase price of the ASI acquisition is as follows (in thousands):
| Cash consideration (including $350K of merger related costs) |
$ | 41,451 | |
| Fair value of Google common stock issued |
47,383 | ||
| Fair value of options issued to purchase Google common stock |
13,603 | ||
| Aggregate purchase price |
$ | 102,437 | |
The total purchase price is allocated to ASI’s net tangible and intangible assets based upon their estimated fair value at the merger date. The purchase price allocation is as follows (in thousands):
| Goodwill |
$ | 84,192 | ||
| Identified intangible assets |
20,700 | |||
| Deferred stock-based compensation |
1,933 | |||
| Net tangible assets |
3,612 | |||
| Deferred tax liabilities |
(8,000 | ) | ||
| Aggregate purchase price |
$ | 102,437 | ||
$84.2 million has been allocated to Goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Asset”, goodwill will not be amortized and will be tested for impairment at least annually.
Identified intangible assets acquired were valued using assistance from an appraiser. Identified intangible assets are comprised of the following (in thousands):
| Fair Value |
Estimated Useful Life | ||||
| Developed Technology |
$ | 16,600 | 3 years | ||
| Customer contracts |
$ | 3,700 | 2 years | ||
| Trademark |
$ | 200 | 3 years | ||
| Non-compete agreement |
$ | 200 | 2 years | ||
2. Pro Forma Combined Net Income Per Share
Shares used to calculate unaudited pro forma net income per basic share were computed by adding 1,825,226 shares issued in exchange for the outstanding ASI shares to Google’s weighted average shares outstanding. Shares used to calculate unaudited pro forma net income per diluted share were computed by adding 1,826,000 shares and xxx,000 options (using the treasury stock method) issued as part of the acquisition.
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/29/04 | 10-12G | ||
| 12/31/03 | ||||
| 1/1/03 | ||||
| List all Filings | ||||