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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
    For the quarterly period ended June 30, 2003
 
or
 
o
  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: 000-23709


DOUBLECLICK INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
     
 
DELAWARE
  13-3870996
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
  (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
 
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 REGISTRANT’S PRINCIPAL EXECUTIVE OFFICES)

      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 registrant’s Common Stock.




TABLE OF CONTENTS

PART 1: FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
THIRD AMENDMENT OF LEASE
FOURTH AMENDMENT OF LEASE
AGREEMENT OF LEASE
CERTIFICATION
CERTIFICATION
CERTIFICATION
CERTIFICATION


Table of Contents

DOUBLECLICK INC.

INDEX TO FORM 10-Q
                 
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:     Management’s 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  

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Table of Contents

PART 1:     FINANCIAL INFORMATION

 
Item 1: Financial Statements (Unaudited)

DOUBLECLICK INC.

 
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share amounts)
                   
June 30, December 31,
2003 2002


ASSETS
CURRENT ASSETS:
               
Cash and cash equivalents
  $ 316,965     $ 123,671  
Restricted cash
    42,061       2,500  
Investments in marketable securities
    214,975       306,974  
Accounts receivable, net of allowances of $9,028 and $13,704, respectively
    47,503       48,850  
Prepaid expenses and other current assets
    20,467       24,324  
     
     
 
 
Total current assets
    641,971       506,319  
Restricted cash
    13,841       22,591  
Investment in marketable securities
    285,312       294,249  
Property and equipment, net
    89,919       98,545  
Goodwill
    25,711       20,572  
Intangible assets, net
    8,499       13,378  
Investment in affiliates
    10,435       12,125  
Other assets
    11,531       9,128  
     
     
 
 
Total assets
  $ 1,087,219     $ 976,907  
     
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
               
Accounts payable
  $ 4,706     $ 7,218  
Accrued expenses and other current liabilities
    144,519       117,320  
Current portion of capital lease obligations
    3,135       6,163  
Convertible subordinated notes — 4.75% Coupon, due 2006
    154,800        
Deferred revenue
    10,609       6,245  
     
     
 
 
Total current liabilities
    317,769       136,946  
Convertible subordinated notes — Zero Coupon, due 2023
    135,000        
Convertible subordinated notes — 4.75% Coupon, due 2006
          154,800  
Long term portion of capital lease obligations
    65       852  
Other long term liabilities
    11,316       73,747  
STOCKHOLDERS’ EQUITY:
               
Preferred stock, par value $0.001; 5,000,000 shares authorized, none outstanding
           
Common stock, par value $0.001; 400,000,000 shares authorized, 138,861,683 and 137,854,385 shares issued, respectively
    139       138  
Treasury stock, 1,680,670 shares
    (8,949 )     (8,949 )
Additional paid-in capital
    1,284,631       1,281,244  
Accumulated deficit
    (659,704 )     (666,441 )
Other accumulated comprehensive income
    6,952       4,570  
     
     
 
 
Total stockholders’ equity
    623,069       610,562  
     
     
 
 
Total liabilities and stockholders’ equity
  $ 1,087,219     $ 976,907  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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DOUBLECLICK INC.

 
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
                                       
Three Months Ended Six Months Ended
June 30, June 30,


2003 2002 2003 2002




Revenue
  $ 63,556     $ 75,651     $ 123,610     $ 159,307  
Cost of revenue
    22,448       27,866       44,395       59,865  
     
     
     
     
 
 
Gross profit
    41,108       47,785       79,215       99,442  
Operating expenses:
                               
 
Sales and marketing
    20,852       25,639       40,508       55,460  
 
General and administrative
    8,360       12,056       17,226       24,083  
 
Product development
    8,528       10,418       16,573       21,320  
 
Amortization of other intangibles
    1,240       3,010       3,319       6,154  
 
Restructuring (credits) charges
    (6,871 )     7,318       (6,871 )     8,758  
     
     
     
     
 
     
Total operating expenses
    32,109       58,441       70,755       115,775  
Income (loss) from operations
    8,999       (10,656 )     8,460       (16,333 )
Other income (expense)
                               
 
Equity in (losses) income of affiliates
    (1,048 )     159       (2,313 )     219  
 
Gain on sale of businesses, net
          11,881             10,509  
 
Interest and other, net
    2,589       2,806       5,632       6,198  
 
Loss from early extinguishment of debt
    (4,406 )           (4,406 )      
     
     
     
     
 
   
Total other income (expense)
    (2,865 )     14,846       (1,087 )     16,926  
Income before income taxes
    6,134       4,190       7,373       593  
Provision for income taxes
    (303 )     (766 )     (636 )     (3,400 )
     
     
     
     
 
Income (loss) before minority interest
    5,831       3,424       6,737       (2,807 )
Minority interest in results of consolidated subsidiaries
          650             837  
     
     
     
     
 
Net income (loss)
  $ 5,831     $ 4,074     $ 6,737     $ (1,970 )
     
     
     
     
 
Basic net income (loss) per share
  $ 0.04     $ 0.03     $ 0.05     $ (0.01 )
     
     
     
     
 
Weighted average shares used in basic net income (loss) per share
    136,922       136,173       136,679       135,696  
     
     
     
     
 
Diluted net income (loss) per share
  $ 0.04     $ 0.03     $ 0.05     $ (0.01 )
     
     
     
     
 
Weighted average shares used in diluted net income (loss) per share
    140,434       139,323       139,597       135,696  
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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DOUBLECLICK INC.

 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
                       
Six Months Ended
June 30,

2003 2002


CASH FLOWS FROM OPERATING ACTIVITIES
               
 
Net income (loss)
  $ 6,737     $ (1,970 )
 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
   
Depreciation and leasehold amortization
    20,353       20,972  
   
Amortization of intangible assets
    4,980       7,038  
   
Equity in losses (income) of affiliates
    2,313       (219 )
   
Gain on sale of businesses, net
          (11,881 )
   
Other non-cash items
    5,608       4,591  
   
Provisions for bad debts and advertiser discounts
    3,258       9,639  
   
Changes in operating assets and liabilities, net of the effect of acquisitions and dispositions:
               
   
Accounts receivable
    (71 )     8,991  
   
Prepaid expenses and other assets
    3,892       2,071  
   
Accounts payable
    (3,677 )     (9,921 )
   
Lease termination payment
    (14,400 )      
   
Accrued expenses and other liabilities
    (28,829 )     (12,105 )
   
Deferred revenue
    4,184       675  
     
     
 
     
Net cash provided by operating activities
    4,348       17,881  
CASH FLOWS FROM INVESTING ACTIVITIES
               
 
Purchases of investments in marketable securities
    (236,195 )     (233,987 )
 
Maturities of investments in marketable securities
    335,139       225,329  
 
Restricted cash
    (30,811 )      
 
Purchases of property and equipment
    (11,227 )     (6,016 )
 
Acquisition of businesses and intangible assets, net of cash acquired
    (2,757 )     (5,178 )
 
Proceeds from sale of businesses
          13,960  
 
Proceeds from sale of investment in affiliates
    656        
 
Proceeds from sale of intangible asset, net
    900        
     
     
 
     
Net cash provided by (used in) investing activities
    55,705       (5,892 )
CASH FLOWS FROM FINANCING ACTIVITIES
               
 
Proceeds from the issuance of common stock
    335       761  
 
Proceeds from the exercise of stock options
    1,931       3,116  
 
Proceeds from issuance of convertible subordinated notes, net
    131,963        
 
Payments under capital lease obligations
    (3,681 )     (12,575 )
 
Other
          (1,000 )
     
     
 
     
Net cash provided by (used in) financing activities
    130,548       (9,698 )
Effect of exchange rate changes on cash and cash equivalents
    2,693       5,294  
     
     
 
Net increase in cash and cash equivalents
    193,294       7,585  
Cash and cash equivalents at beginning of period
  $ 123,671     $ 99,511  
     
     
 
Cash and cash equivalents at end of period
  $ 316,965     $ 107,096  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

DOUBLECLICK INC.

 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

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, DoubleClick’s 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 DoubleClick’s 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 DoubleClick’s new Data Management division. This division was formed as a result of DoubleClick’s 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

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DOUBLECLICK INC.

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

(Unaudited)

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.

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DOUBLECLICK INC.

NOTES TO THE FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      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 asset’s 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.

 
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