U.S. SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended June 30, 2003 | ||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to | ||
Commission file number: 000-23709
DOUBLECLICK INC.
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DELAWARE
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13-3870996 | |
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(I.R.S. EMPLOYER IDENTIFICATION NUMBER) |
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450 WEST 33RD STREET, 16TH FLOOR NEW YORK, NEW YORK 10001 (212) 683-0001 (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANTS PRINCIPAL EXECUTIVE OFFICES) |
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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 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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
As of August 8, 2003 there were 137,358,474 outstanding shares of the registrants Common Stock.
DOUBLECLICK INC.
| PART I: FINANCIAL INFORMATION | ||||||||
| Item 1: | Financial Statements (unaudited) | |||||||
| Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 | 2 | |||||||
| Consolidated Statements of Operations for the three months and six months ended June 30, 2003 and 2002 | 3 | |||||||
| Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002 | 4 | |||||||
| Notes to Consolidated Financial Statements | 5 | |||||||
| Item 2: | Managements Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||||||
| Item 3: | Quantitative and Qualitative Disclosures about Market Risk | 38 | ||||||
| Item 4: | Controls and Procedures | 53 | ||||||
| PART II: OTHER INFORMATION | ||||||||
| Item 1: | Legal Proceedings | 53 | ||||||
| Item 2: | Changes in Securities and Use of Proceeds | 54 | ||||||
| Item 4: | Submission of Matters to a Vote of Security Holders | 54 | ||||||
| Item 5: | Other Information | 54 | ||||||
| Item 6: | Exhibits and Reports on Form 8-K | 55 | ||||||
1
PART 1: FINANCIAL INFORMATION
| Item 1: | Financial Statements (Unaudited) |
DOUBLECLICK INC.
| June 30, | December 31, | ||||||||
| 2003 | 2002 | ||||||||
| ASSETS | |||||||||
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CURRENT ASSETS:
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Cash and cash equivalents
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$ | 316,965 | $ | 123,671 | |||||
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Restricted cash
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42,061 | 2,500 | |||||||
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Investments in marketable securities
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214,975 | 306,974 | |||||||
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Accounts receivable, net of allowances of $9,028
and $13,704, respectively
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47,503 | 48,850 | |||||||
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Prepaid expenses and other current assets
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20,467 | 24,324 | |||||||
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Total current assets
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641,971 | 506,319 | |||||||
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Restricted cash
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13,841 | 22,591 | |||||||
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Investment in marketable securities
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285,312 | 294,249 | |||||||
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Property and equipment, net
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89,919 | 98,545 | |||||||
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Goodwill
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25,711 | 20,572 | |||||||
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Intangible assets, net
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8,499 | 13,378 | |||||||
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Investment in affiliates
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10,435 | 12,125 | |||||||
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Other assets
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11,531 | 9,128 | |||||||
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Total assets
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$ | 1,087,219 | $ | 976,907 | |||||
| LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||
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CURRENT LIABILITIES:
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Accounts payable
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$ | 4,706 | $ | 7,218 | |||||
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Accrued expenses and other current liabilities
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144,519 | 117,320 | |||||||
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Current portion of capital lease obligations
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3,135 | 6,163 | |||||||
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Convertible subordinated notes 4.75%
Coupon, due 2006
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154,800 | | |||||||
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Deferred revenue
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10,609 | 6,245 | |||||||
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Total current liabilities
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317,769 | 136,946 | |||||||
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Convertible subordinated notes Zero
Coupon, due 2023
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135,000 | | |||||||
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Convertible subordinated notes 4.75%
Coupon, due 2006
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| 154,800 | |||||||
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Long term portion of capital lease obligations
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65 | 852 | |||||||
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Other long term liabilities
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11,316 | 73,747 | |||||||
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STOCKHOLDERS EQUITY:
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Preferred stock, par value $0.001; 5,000,000
shares authorized, none outstanding
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Common stock, par value $0.001; 400,000,000
shares authorized, 138,861,683 and 137,854,385 shares issued,
respectively
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139 | 138 | |||||||
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Treasury stock, 1,680,670 shares
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(8,949 | ) | (8,949 | ) | |||||
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Additional paid-in capital
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1,284,631 | 1,281,244 | |||||||
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Accumulated deficit
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(659,704 | ) | (666,441 | ) | |||||
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Other accumulated comprehensive income
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6,952 | 4,570 | |||||||
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Total stockholders equity
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623,069 | 610,562 | |||||||
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Total liabilities and stockholders equity
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$ | 1,087,219 | $ | 976,907 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
2
DOUBLECLICK INC.
| Three Months Ended | Six Months Ended | ||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||||
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Revenue
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$ | 63,556 | $ | 75,651 | $ | 123,610 | $ | 159,307 | |||||||||||
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Cost of revenue
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22,448 | 27,866 | 44,395 | 59,865 | |||||||||||||||
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Gross profit
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41,108 | 47,785 | 79,215 | 99,442 | |||||||||||||||
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Operating expenses:
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Sales and marketing
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20,852 | 25,639 | 40,508 | 55,460 | |||||||||||||||
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General and administrative
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8,360 | 12,056 | 17,226 | 24,083 | |||||||||||||||
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Product development
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8,528 | 10,418 | 16,573 | 21,320 | |||||||||||||||
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Amortization of other intangibles
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1,240 | 3,010 | 3,319 | 6,154 | |||||||||||||||
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Restructuring (credits) charges
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(6,871 | ) | 7,318 | (6,871 | ) | 8,758 | |||||||||||||
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Total operating expenses
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32,109 | 58,441 | 70,755 | 115,775 | |||||||||||||||
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Income (loss) from operations
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8,999 | (10,656 | ) | 8,460 | (16,333 | ) | |||||||||||||
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Other income (expense)
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Equity in (losses) income of affiliates
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(1,048 | ) | 159 | (2,313 | ) | 219 | |||||||||||||
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Gain on sale of businesses, net
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| 11,881 | | 10,509 | |||||||||||||||
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Interest and other, net
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2,589 | 2,806 | 5,632 | 6,198 | |||||||||||||||
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Loss from early extinguishment of debt
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(4,406 | ) | | (4,406 | ) | | |||||||||||||
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Total other income (expense)
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(2,865 | ) | 14,846 | (1,087 | ) | 16,926 | |||||||||||||
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Income before income taxes
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6,134 | 4,190 | 7,373 | 593 | |||||||||||||||
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Provision for income taxes
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(303 | ) | (766 | ) | (636 | ) | (3,400 | ) | |||||||||||
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Income (loss) before minority interest
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5,831 | 3,424 | 6,737 | (2,807 | ) | ||||||||||||||
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Minority interest in results of consolidated
subsidiaries
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| 650 | | 837 | |||||||||||||||
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Net income (loss)
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$ | 5,831 | $ | 4,074 | $ | 6,737 | $ | (1,970 | ) | ||||||||||
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Basic net income (loss) per share
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$ | 0.04 | $ | 0.03 | $ | 0.05 | $ | (0.01 | ) | ||||||||||
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Weighted average shares used in basic net income
(loss) per share
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136,922 | 136,173 | 136,679 | 135,696 | |||||||||||||||
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Diluted net income (loss) per share
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$ | 0.04 | $ | 0.03 | $ | 0.05 | $ | (0.01 | ) | ||||||||||
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Weighted average shares used in diluted net
income (loss) per share
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140,434 | 139,323 | 139,597 | 135,696 | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
DOUBLECLICK INC.
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2003 | 2002 | ||||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income (loss)
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$ | 6,737 | $ | (1,970 | ) | ||||||
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Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
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Depreciation and leasehold amortization
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20,353 | 20,972 | |||||||||
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Amortization of intangible assets
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4,980 | 7,038 | |||||||||
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Equity in losses (income) of affiliates
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2,313 | (219 | ) | ||||||||
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Gain on sale of businesses, net
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| (11,881 | ) | ||||||||
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Other non-cash items
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5,608 | 4,591 | |||||||||
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Provisions for bad debts and advertiser discounts
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3,258 | 9,639 | |||||||||
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Changes in operating assets and liabilities, net
of the effect of acquisitions and dispositions:
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Accounts receivable
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(71 | ) | 8,991 | ||||||||
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Prepaid expenses and other assets
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3,892 | 2,071 | |||||||||
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Accounts payable
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(3,677 | ) | (9,921 | ) | |||||||
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Lease termination payment
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(14,400 | ) | | ||||||||
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Accrued expenses and other liabilities
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(28,829 | ) | (12,105 | ) | |||||||
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Deferred revenue
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4,184 | 675 | |||||||||
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Net cash provided by operating activities
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4,348 | 17,881 | |||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchases of investments in marketable securities
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(236,195 | ) | (233,987 | ) | |||||||
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Maturities of investments in marketable securities
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335,139 | 225,329 | |||||||||
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Restricted cash
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(30,811 | ) | | ||||||||
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Purchases of property and equipment
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(11,227 | ) | (6,016 | ) | |||||||
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Acquisition of businesses and intangible assets,
net of cash acquired
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(2,757 | ) | (5,178 | ) | |||||||
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Proceeds from sale of businesses
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| 13,960 | |||||||||
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Proceeds from sale of investment in affiliates
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656 | | |||||||||
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Proceeds from sale of intangible asset, net
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900 | | |||||||||
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Net cash provided by (used in) investing
activities
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55,705 | (5,892 | ) | ||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from the issuance of common stock
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335 | 761 | |||||||||
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Proceeds from the exercise of stock options
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1,931 | 3,116 | |||||||||
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Proceeds from issuance of convertible
subordinated notes, net
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131,963 | | |||||||||
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Payments under capital lease obligations
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(3,681 | ) | (12,575 | ) | |||||||
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Other
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| (1,000 | ) | ||||||||
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Net cash provided by (used in) financing
activities
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130,548 | (9,698 | ) | ||||||||
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Effect of exchange rate changes on cash and cash
equivalents
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2,693 | 5,294 | |||||||||
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Net increase in cash and cash equivalents
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193,294 | 7,585 | |||||||||
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Cash and cash equivalents at beginning of period
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$ | 123,671 | $ | 99,511 | |||||||
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Cash and cash equivalents at end of period
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$ | 316,965 | $ | 107,096 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
DOUBLECLICK INC.
Note 1 Description of Business and Significant Accounting Policies
| Description of business |
DoubleClick is a leading provider of products and services used by direct marketers, Web publishers and advertisers to plan, execute and analyze their marketing programs. Combining marketing technology and data expertise, DoubleClicks products and services help its customers to optimize their advertising and marketing campaigns online and through direct mail. DoubleClick offers a broad array of marketing technology and data products and services to its customers to allow them to address a full range of the marketing process, from pre-campaign planning and testing, to execution, measurement and campaign refinements.
DoubleClick derives its revenues from two business segments: Technology (or TechSolutions) and Data. DoubleClick TechSolutions includes its ad management products, consisting of the DART for Publishers Service, the DART Enterprise ad serving software product, the DART for Advertisers Service, a suite of email products based on DoubleClicks DARTmail Service and campaign management and analytics products and services. DoubleClick Data includes its Abacus division, which utilizes the information contributed to the proprietary Abacus database by Abacus Alliance members to make direct marketing more effective for Abacus Alliance members and other clients. Going forward, the Data segment will include DoubleClicks new Data Management division. This division was formed as a result of DoubleClicks acquisition of Computer Strategy Coordinators, Inc., a data management company, which was completed on June 30, 2003.
During 2002, through a series of transactions, DoubleClick divested of its media businesses and as a result no longer reports a DoubleClick Media segment.
| Basis of presentation |
The accompanying consolidated financial statements include the accounts of DoubleClick, its wholly owned subsidiaries, and subsidiaries over which it exercises a controlling financial interest. All significant intercompany transactions and balances have been eliminated. Investments in entities in which DoubleClick does not have a controlling financial interest, but over which it has significant influence are accounted for using the equity method. Investments in which DoubleClick does not have the ability to exercise significant influence are accounted for using the cost method.
The accompanying interim consolidated financial statements have been prepared in accordance with the rules and regulations of Securities and Exchange Commission. The accompanying interim consolidated financial statements are unaudited, but in the opinion of management, contain all the normal, recurring adjustments considered necessary to present fairly the financial position, the results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles applicable to interim periods. Results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period.
The consolidated balance sheet at December 31, 2002 has been derived from, but does not include all the disclosures contained in, the audited consolidated financial statements for the year ended December 31, 2002. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements of DoubleClick for the year ended December 31, 2002.
| Recent Developments |
On July 16, 2003, DoubleClick agreed to terminate the remaining portion of the lease for its New York headquarters. Total costs in connection with this termination and other exit costs are expected to be approximately $43.6, of which approximately $40.9 million was accrued for as of June 30, 2003. The majority
5
NOTES TO THE FINANCIAL STATEMENTS (Continued)
of the remaining $2.7 million of payments will be expensed in the third quarter of 2003 and will be offset by the reversal of a deferred rent liability of approximately $1.6 million. DoubleClick expects to render the $43.6 million of payments throughout the remainder of 2003. Prior to this agreement, DoubleClick had terminated a portion of this lease during the second quarter of 2003 and made a cash payment of approximately $14.4 million (such amount is not included in the previously mentioned $43.6 million of payments). DoubleClick plans to relocate to its new headquarters in December 2003. As a result of this relocation, DoubleClick has accelerated the amortization of its leasehold improvements and furniture and fixtures at its New York headquarters due to the change in useful life of these assets. As of June 30, 2003, DoubleClick had placed approximately $26.9 million of the $43.6 million in escrow pending the satisfaction of certain conditions.
These funds are included as a component of Restricted cash within current assets on the Consolidated Balance Sheets.
| Cash and cash equivalents, investments in marketable securities and restricted cash |
Cash and cash equivalents represent cash and highly liquid investments with a remaining contractual maturity at the date of purchase of three months or less.
Marketable securities consist of government and corporate debt securities and are classified as current or non-current assets depending on their dates of maturity. As of June 30, 2003, all marketable securities included in non-current assets have maturities greater than one year.
DoubleClick classifies its investments in marketable securities as available-for-sale. Accordingly, these investments are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders equity. DoubleClick recognizes gains and losses when these securities are sold using the specific identification method. DoubleClick has not recognized any material gains or losses from the sale of its investments in marketable securities.
Restricted cash primarily represents amounts placed in escrow relating to a lease termination agreement and funds to cover office lease security deposits and our automated clearinghouse payment function. As of June 30, 2003, approximately $26.9 million of the current portion of restricted cash relates to the lease termination agreement for the remaining portion of our New York headquarters.
| Property and equipment |
Property and equipment is recorded at cost and depreciated using the straight-line method over the shorter of the estimated life of the asset or the lease term. As required by SOP 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use, DoubleClick capitalizes certain computer software developed or obtained for internal use. Capitalized software is depreciated using the straight-line method over the estimated life of the software, generally three to five years.
| Goodwill and intangible assets |
DoubleClick records as goodwill the excess of purchase price over the fair value of the identifiable net assets acquired. Statements of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, prescribes a two-step process for impairment testing of goodwill, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. DoubleClick has elected to perform its annual analysis during the fourth quarter of each fiscal year as of October 1st. No indicators of impairment were identified during the first and second quarters of 2003.
6
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Intangible assets include patents, trademarks, customer lists and purchased technology. Such intangible assets are amortized on a straight-line basis over their estimated useful lives, which are generally two to five years.
| Impairment of long-lived assets |
DoubleClick assesses the recoverability of long-lived assets, including intangible assets, held and used whenever events or changes in circumstances indicate that future cash flows, undiscounted and without interest charges, expected to be generated by an assets disposition or use may not be sufficient to support its carrying amount. If such undiscounted cash flows are not sufficient to support the recorded value of assets, an impairment loss is recognized to reduce the carrying value of long-lived assets to their estimated fair value.