U.S. SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended March 31, 2004 | ||
| or | ||
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o
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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.
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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) |
111 Eighth Avenue, 10th Floor
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 May 7, 2004 there were 135,695,404 outstanding shares of the registrants Common Stock.
DOUBLECLICK INC.
INDEX TO FORM 10-Q
| PART I: FINANCIAL INFORMATION | ||||||||
| 2 | ||||||||
| 2 | ||||||||
| 3 | ||||||||
| 4 | ||||||||
| 5 | ||||||||
| 17 | ||||||||
| 27 | ||||||||
| 41 | ||||||||
| PART II: OTHER INFORMATION | ||||||||
| 42 | ||||||||
| 43 | ||||||||
| 43 | ||||||||
| CERTIFICATION | ||||||||
| CERTIFICATION | ||||||||
| CERTIFICATION | ||||||||
| CERTIFICATION | ||||||||
1
PART 1: FINANCIAL INFORMATION
| Item 1: | Financial Statements (Unaudited) |
DOUBLECLICK INC.
| March 31, | December 31, | |||||||||
| 2004 | 2003 | |||||||||
| (Unaudited, in thousands, | ||||||||||
| except share amounts) | ||||||||||
| ASSETS | ||||||||||
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CURRENT ASSETS:
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||||||||||
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Cash and cash equivalents
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$ | 121,255 | $ | 183,484 | ||||||
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Investments in marketable securities
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151,616 | 151,898 | ||||||||
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Restricted cash
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4,228 | 16,328 | ||||||||
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Accounts receivable, net of allowances of $6,717
and $7,519, respectively
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55,840 | 51,491 | ||||||||
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Prepaid expenses and other current assets
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20,928 | 17,473 | ||||||||
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Total current assets
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353,867 | 420,674 | ||||||||
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Investment in marketable securities
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336,635 | 312,434 | ||||||||
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Restricted cash
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11,668 | 11,668 | ||||||||
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Property and equipment, net
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75,442 | 75,786 | ||||||||
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Goodwill
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33,474 | 18,658 | ||||||||
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Intangible assets, net
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16,570 | 10,847 | ||||||||
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Investment in affiliates
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19,406 | 13,422 | ||||||||
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Other assets
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13,863 | 14,408 | ||||||||
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Total assets
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$ | 860,925 | $ | 877,897 | ||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
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CURRENT LIABILITIES:
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||||||||||
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Accounts payable
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$ | 5,375 | $ | 4,164 | ||||||
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Accrued expenses and other current liabilities
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43,932 | 62,741 | ||||||||
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Capital lease obligations
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233 | 411 | ||||||||
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Deferred revenue
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10,940 | 8,188 | ||||||||
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Total current liabilities
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60,480 | 75,504 | ||||||||
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Convertible subordinated notes Zero
Coupon, due 2023
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135,000 | 135,000 | ||||||||
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Other long term liabilities
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27,150 | 27,046 | ||||||||
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STOCKHOLDERS EQUITY:
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||||||||||
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Preferred stock, par value $0.001;
5,000,000 shares authorized, none outstanding
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| | ||||||||
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Common stock, par value $0.001;
400,000,000 shares authorized, 140,039,930 and
139,329,875 shares issued, respectively
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140 | 139 | ||||||||
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Treasury stock, 3,742,425 and
1,846,170 shares, respectively
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(30,834 | ) | (10,396 | ) | ||||||
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Additional paid-in capital
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1,291,114 | 1,287,775 | ||||||||
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Accumulated deficit
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(641,830 | ) | (649,523 | ) | ||||||
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Other accumulated comprehensive income
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19,705 | 12,352 | ||||||||
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Total stockholders equity
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638,295 | 640,347 | ||||||||
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Total liabilities and stockholders equity
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$ | 860,925 | $ | 877,897 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
DOUBLECLICK INC.
| Three Months Ended | ||||||||||
| March 31, | ||||||||||
| 2004 | 2003 | |||||||||
| (Unaudited, in | ||||||||||
| thousands, except per | ||||||||||
| share amounts) | ||||||||||
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Revenue
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$ | 68,047 | $ | 60,054 | ||||||
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Cost of revenue
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22,565 | 21,947 | ||||||||
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Gross profit
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45,482 | 38,107 | ||||||||
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Operating expenses:
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||||||||||
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Sales and marketing
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25,650 | 19,656 | ||||||||
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General and administrative
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8,074 | 8,866 | ||||||||
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Product development
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8,491 | 8,045 | ||||||||
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Amortization of intangibles
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637 | 2,079 | ||||||||
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Total operating expenses
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42,852 | 38,646 | ||||||||
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Income (loss) from operations
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2,630 | (539 | ) | |||||||
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Other income (expense)
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||||||||||
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Equity in losses of affiliates
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(186 | ) | (1,265 | ) | ||||||
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Gain on distribution from affiliate
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2,400 | | ||||||||
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Interest and other, net
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3,474 | 3,043 | ||||||||
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Total other income
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5,688 | 1,778 | ||||||||
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Income before income taxes
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8,318 | 1,239 | ||||||||
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Provision for income taxes
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(625 | ) | (333 | ) | ||||||
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Net income
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$ | 7,693 | $ | 906 | ||||||
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Basic net income per share
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$ | 0.06 | $ | 0.01 | ||||||
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Weighted average shares used in basic net income
per share
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137,099 | 136,437 | ||||||||
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Diluted net income per share
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$ | 0.05 | $ | 0.01 | ||||||
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Weighted average shares used in diluted net
income per share
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141,084 | 138,760 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
DOUBLECLICK INC.
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2004 | 2003 | ||||||||||
| (Unaudited, in thousands) | |||||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income
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$ | 7,693 | $ | 906 | |||||||
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Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
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Depreciation and leasehold amortization
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7,445 | 10,189 | |||||||||
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Amortization of intangible assets
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1,512 | 2,949 | |||||||||
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Equity in losses of affiliates
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186 | 1,265 | |||||||||
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Gain on distribution from affiliate
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(2,400 | ) | | ||||||||
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Other non-cash items
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897 | 849 | |||||||||
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Provisions for bad debts and advertiser discounts
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2,574 | 1,879 | |||||||||
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Changes in operating assets and liabilities, net
of the effect of acquisitions:
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|||||||||||
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Accounts receivable
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(5,434 | ) | (52 | ) | |||||||
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Prepaid expenses and other assets
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(1,884 | ) | 3,347 | ||||||||
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Accounts payable
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1,210 | 667 | |||||||||
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Lease termination and related payments
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(7,625 | ) | | ||||||||
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Accrued expenses and other liabilities
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(13,007 | ) | (20,369 | ) | |||||||
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Deferred revenue
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1,482 | 3,285 | |||||||||
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Net cash (used in) provided by operating
activities
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(7,351 | ) | 4,915 | ||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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|||||||||||
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Purchases of investments in marketable securities
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(74,400 | ) | (130,079 | ) | |||||||
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Maturities of investments in marketable securities
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51,520 | 177,175 | |||||||||
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Restricted cash
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12,100 | (3,950 | ) | ||||||||
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Purchases of property and equipment
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(6,069 | ) | (8,197 | ) | |||||||
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Proceeds from distribution from affiliate
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2,400 | | |||||||||
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Investment in Abacus Deutschland
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(471 | ) | | ||||||||
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Acquisition of SmartPath, net of cash acquired
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(22,445 | ) | | ||||||||
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Proceeds from sale of investment in affiliates
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| 656 | |||||||||
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Net cash (used in) provided by investing
activities
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(37,365 | ) | 35,605 | ||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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|||||||||||
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Proceeds from the issuance of common stock
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1,974 | 335 | |||||||||
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Proceeds from the exercise of stock options
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469 | 575 | |||||||||
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Purchases of treasury stock
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(20,439 | ) | | ||||||||
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Payments under capital lease obligations
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(179 | ) | (1,791 | ) | |||||||
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Net cash used in financing activities
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(18,175 | ) | (881 | ) | |||||||
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Effect of exchange rate changes on cash and cash
equivalents
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662 | (109 | ) | ||||||||
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Net (decrease) increase in cash and cash
equivalents
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(62,229 | ) | 39,530 | ||||||||
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Cash and cash equivalents at beginning of period
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$ | 183,484 | $ | 123,671 | |||||||
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Cash and cash equivalents at end of period
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$ | 121,255 | $ | 163,201 | |||||||
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 technology and data marketing products used by direct marketers, Web publishers and advertisers. DoubleClicks solutions help its customers to optimize their advertising and marketing campaigns online and through direct mail. DoubleClick offers a broad array of technology and data products and services to its customers to allow them to address a full range of the marketing processes, from pre-campaign planning and testing, to execution, measurement and campaign refinements.
DoubleClick derives its revenues from two business segments: TechSolutions and Data. DoubleClick TechSolutions includes its ad management and marketing automation divisions. DoubleClicks ad management division includes products which consist primarily of the DART for Publishers Service, the DART for Advertisers Service, the DART Enterprise ad serving software product, and DART Motif. DoubleClicks marketing automation division includes products such as email products based on DoubleClicks DARTmail Service as well as campaign management and analytics products and services. As a result of its acquisition of SmartPath, Inc. (SmartPath), a marketing resource management software company in March 2004, DoubleClick began to offer marketing planning and operational management solutions as part of its marketing automation suite of products. DoubleClick Data includes its Abacus and Data Management divisions. Abacus 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. Data Management was formed as a result of DoubleClicks acquisition of Computer Strategy Coordinators, Inc., which was completed on June 30, 2003. Data Management offers direct marketers solutions for building and managing customer marketing databases, tools to plan, execute and measure multi-channel marketing campaigns, as well as list processing and data hygiene products and services.
| 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, 2003 has been derived from, but does not include all the disclosures contained in, the audited Consolidated Financial Statements for the year ended December 31, 2003. The accompanying Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements of DoubleClick for the year ended December 31, 2003.
5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 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 March 31, 2004, 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 funds used to cover office lease security deposits and our automated clearinghouse payment function.
| 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. 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 quarter of 2004.
Intangible assets include patents, trademarks, customer relationships, purchased technology and a covenant not to compete. 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.
| Revenue Recognition |
DoubleClicks revenues are presented net of a provision for advertiser credits, which is estimated and established in the period in which services are provided. These credits are generally issued in the event that solutions do not meet contractual specifications. Actual results could differ from these estimates.
6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
TechSolutions. Revenues include fees earned from the use of DoubleClicks ad management and marketing automation products and services. Revenues derived from DoubleClicks hosted, or Web-based, applications, including the DART for Publishers Service, the DART for Advertisers Service and DARTmail, are recognized in the period the advertising impressions or emails are delivered, provided collection of the resulting receivable is reasonably assured. DART Service activation fees are deferred and recognized ratably over the expected term of the customer relationship.
For DoubleClicks licensed ad serving and campaign management software solutions, revenues are recognized when product installation is complete, which generally occurs when customers begin utilizing the product, there is pervasive evidence of an arrangement, collection is reasonably assured, the fee is fixed or determinable and vendor-specific objective evidence exists to allocate the total fees to all elements of the arrangement. A portion of the initial ad serving software license fee is attributed to the customers right to receive, at no additional charge, software upgrades released during the subsequent twelve months. Revenues attributable to software upgrades are deferred and recognized ratably over the period covered by the software license agreement, which is generally one year.
Revenues from consulting services are recognized as the services are performed and customer-support revenues are deferred and recognized ratably over the period covered by the customer support agreement, which is generally one year.
Data. Abacus provides services to its clients that result in a deliverable product in the form of consumer and business prospect lists. Revenues are recognized when the product is shipped to the client, provided collection of the resulting receivable is reasonably assured. Data Management provides list processing, database development and database management services. List processing and database development revenues are recognized in the period that the product is completed and delivered, provided that collection is reasonably assured. Database management revenues are recognized as the services are provided.
| Product Development |
Product development expenses consist primarily of compensation and related benefits, consulting fees and other operating expenses associated with product development departments. The product development departments perform research and development, enhance and maintain existing products and provide quality assurance. Software development costs are required to be capitalized when a products technological feasibility has been established by completion of a working model of the product and ending when a product is available for general release to customers. To date, completion of a working model of DoubleClicks products and general release have substantially coincided. As a result, DoubleClick has not capitalized any software development costs.
| Issuance of Stock by Affiliates |
Changes in DoubleClicks interest in its affiliates arising as the result of their issuance of common stock are recorded as gains and losses in the Consolidated Statement of Operations, except for any transactions that must be recorded directly to equity in accordance with the provisions of SAB No. 51.
| Income Taxes |
DoubleClick uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and to operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available evidence, it is not more likely than not that some portion or all of the deferred tax assets will be realized.
| Foreign Currency |
The functional currencies of DoubleClicks foreign subsidiaries are their respective local currencies. The financial statements maintained in local currencies are translated to United States dollars using period-end rates of exchange for assets and liabilities and average rates during the period for revenues, cost of revenues and expenses. Translation gains and losses are accumulated as a separate component of stockholders equity. Net gains and losses from foreign currency transactions are included in the Consolidated Statements of Operations and were not significant during the periods presented.
| Equity-based Compensation |
DoubleClick accounts for its employee stock option plans under the intrinsic value method, in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations. Under APB 25, generally no compensation expense is recorded when the terms of the award are fixed and the exercise price of the employee stock option equals or exceeds the fair value of the underlying stock on the date of the grant. DoubleClick has adopted the disclosure-only requirements of SFAS No. 123, Accounting for Stock-Based Compensation which allows entities to continue to apply the provisions of APB No. 25 for transactions with employees and provide pro forma net income and pro forma earnings per share disclosures for employee stock grants made as if the fair value based method of accounting in SFAS No. 123 had been applied to these transactions.
In December 2002, the Financial Accounting Standards Board (the FASB) issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure which amends SFAS No. 123, Accounting for Stock-Based Compensation.
Had DoubleClick determined compensation expense of employee stock options based on the estimated fair value of the stock options at the grant date, consistent with the guidelines of SFAS No. 123, DoubleClicks net income would have decreased and net loss would have increased to the pro forma amounts indicated below:
| Three Months Ended | |||||||||
| March 31, | |||||||||
| 2004 | 2003 | ||||||||
| (In thousands, except | |||||||||
| per share amounts) | |||||||||
|
Net income (loss)
|
|||||||||
|
As reported
|
$ | 7,693 | $ | 906 | |||||
|
Pro forma per SFAS 123
|
403 | (23,592 | ) | ||||||
|
Basic net income (loss) per share:
|
|||||||||
|
As reported
|
$ | 0.06 | $ | 0.01 | |||||
|
Pro forma per SFAS 123
|
0.00 | (0.17 | ) | ||||||
|
Diluted net income (loss) per share:
|
|||||||||
|
as reported
|
$ | 0.05 | $ | 0.01 | |||||
|
Pro forma per SFAS 123
|
0.00 | (0.17 | ) | ||||||
8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The per share weighted average fair value of options granted for the three months ended March 31, 2004 and 2003 was $6.15 and $3.25, respectively, on the grant date with the following weighted average assumptions:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2004 | 2003 | |||||||
|
Expected dividend yield
|
0% | 0% | ||||||
|
Risk-free interest rate
|
2.99% | 2.91% | ||||||
|
Expected life
|
4.5 years | 4.5 years | ||||||
|
Volatility
|
65% | 60% | ||||||
The pro forma impact of options on the net income (loss) for the three months ended March 31, 2004 and 2003 is not representative of the effects on net income (loss) for future years, as future years will include the effects of additional years of stock option grants.
| Basic and Diluted Net Income Per Share |
Basic net income per share excludes the effect of potentially dilutive securities and is computed by dividing the net income available to common shareholders by the weighted-average number of common shares outstanding for the reporting period. Diluted net income per share adjusts this calculation to reflect the impact of outstanding convertible securi