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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 March 31, 2005 |
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or |
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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.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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13-3870996 |
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) |
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(I.R.S. EMPLOYER
IDENTIFICATION NUMBER) |
111 Eighth Avenue, 10th Floor
New York, New York 10011
(212) 683-0001
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANTS 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 May 9, 2005 there were 126,131,699 outstanding shares
of the registrants Common Stock.
DOUBLECLICK INC.
INDEX TO FORM 10-Q
1
PART 1: FINANCIAL
INFORMATION
Item 1: Financial
Statements (unaudited)
DOUBLECLICK INC.
CONSOLIDATED BALANCE SHEETS
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March 31, | |
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December 31, | |
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2005 | |
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2004 | |
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(Unaudited, in thousands, | |
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except share amounts) | |
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ASSETS |
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CURRENT ASSETS:
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Cash and cash equivalents
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$ |
120,016 |
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$ |
126,135 |
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Investments in marketable securities
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295,515 |
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264,332 |
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Restricted cash
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1,635 |
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3,635 |
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Accounts receivable, net of allowances of $8,670 and $10,051,
respectively
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79,746 |
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84,165 |
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Prepaid expenses and other current assets
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14,409 |
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12,257 |
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Total current assets
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511,321 |
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490,524 |
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Investment in marketable securities
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108,509 |
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146,552 |
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Restricted cash
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11,668 |
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11,668 |
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Property and equipment, net
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80,391 |
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77,821 |
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Goodwill
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72,727 |
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72,948 |
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Intangible assets, net
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19,513 |
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22,395 |
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Investment in affiliates
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5,673 |
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5,772 |
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Other assets
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13,645 |
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13,749 |
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Total assets
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$ |
823,447 |
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$ |
841,429 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES:
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Accounts payable
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26,614 |
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34,964 |
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Accrued expenses and other current liabilities
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48,431 |
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56,844 |
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Deferred revenue
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13,563 |
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13,687 |
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Total current liabilities
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88,608 |
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105,495 |
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Convertible subordinated notes Zero Coupon, due 2023
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135,000 |
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135,000 |
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Other long term liabilities
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20,377 |
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20,570 |
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Total liabilities
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243,985 |
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261,065 |
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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 $0.001; 400,000,000 shares
authorized, 140,942,901 and 140,564,907 shares issued,
respectively
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141 |
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141 |
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Treasury stock, 14,864,925 shares
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(109,223 |
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(109,223 |
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Additional paid-in capital
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1,296,807 |
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1,294,510 |
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Accumulated deficit
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(612,930 |
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(612,013 |
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Other accumulated comprehensive income
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4,667 |
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6,949 |
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Total stockholders equity
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579,462 |
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580,364 |
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Total liabilities and stockholders equity
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$ |
823,447 |
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$ |
841,429 |
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The accompanying notes are an integral part of these
consolidated financial statements.
2
DOUBLECLICK INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended | |
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March 31, | |
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2005 | |
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2004 | |
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(Unaudited, in | |
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thousands, | |
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except per share | |
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amounts) | |
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Revenue
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$ |
76,346 |
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$ |
68,047 |
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Cost of revenue
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23,380 |
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22,565 |
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Gross profit
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52,966 |
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45,482 |
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Operating expenses:
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Sales and marketing
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29,053 |
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25,650 |
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General and administrative
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11,507 |
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8,074 |
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Product development
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14,503 |
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8,491 |
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Amortization of intangibles
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1,640 |
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637 |
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Total operating expenses
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56,703 |
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42,852 |
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Income (loss) from operations
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(3,737 |
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2,630 |
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Other income (expense)
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Equity in losses of affiliates
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(88 |
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(186 |
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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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3,291 |
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3,474 |
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Total other income
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3,203 |
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5,688 |
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Income (loss) before income taxes
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(534 |
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8,318 |
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Provision for income taxes
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383 |
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625 |
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Net income (loss)
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$ |
(917 |
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$ |
7,693 |
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Basic net income (loss) per share
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$ |
(0.01 |
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$ |
0.06 |
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Weighted average shares used in basic net income (loss) per share
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125,914 |
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137,099 |
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Diluted net income (loss) per share
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$ |
(0.01 |
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$ |
0.05 |
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Weighted average shares used in diluted net income (loss) per
share
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125,914 |
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151,384 |
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The accompanying notes are an integral part of these
consolidated financial statements.
3
DOUBLECLICK INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended | |
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March 31, | |
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2005 | |
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2004 | |
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(Unaudited, in | |
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thousands) | |
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income (loss)
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$ |
(917 |
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$ |
7,693 |
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Adjustments to reconcile net income (loss) to net cash used in
operating activities
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Depreciation and leasehold amortization
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5,598 |
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7,445 |
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Amortization of intangible assets
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2,854 |
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1,512 |
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Equity in losses of affiliates
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88 |
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186 |
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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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1,046 |
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897 |
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Provisions for bad debts and advertiser discounts
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1,164 |
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2,574 |
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Changes in operating assets and liabilities, net of the effect
of acquisitions:
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Accounts receivable
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2,900 |
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(5,434 |
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Prepaid expenses and other assets
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(2,168 |
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(1,884 |
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Accounts payable
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(8,350 |
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1,210 |
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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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(3,772 |
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(13,007 |
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Deferred revenue
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(124 |
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1,482 |
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Net cash used in operating activities
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(1,681 |
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(7,351 |
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchases of investments in marketable securities
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(29,115 |
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(74,400 |
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Maturities of investments in marketable securities
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35,208 |
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51,520 |
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Restricted cash
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2,000 |
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12,100 |
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Purchases of property and equipment
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(6,290 |
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(6,069 |
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Acquisition of businesses, net of cash acquired
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(6,575 |
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(22,445 |
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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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Net cash used in investing activities
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(4,772 |
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(37,365 |
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from the issuance of common stock
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1,251 |
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2,443 |
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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 |
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Net cash provided by (used in) financing activities
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1,251 |
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(18,175 |
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Effect of exchange rate changes on cash and cash equivalents
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(917 |
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662 |
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Net decrease in cash and cash equivalents
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(6,119 |
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(62,229 |
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Cash and cash equivalents at beginning of period
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$ |
126,135 |
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$ |
183,484 |
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Cash and cash equivalents at end of period
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$ |
120,016 |
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$ |
121,255 |
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The accompanying notes are an integral part of these
consolidated financial statements.
4
DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(unaudited)
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| Note 1 |
Description of Business and Significant Accounting
Policies |
DoubleClick is a leading provider of technology and data
products and services used by advertising agencies, marketers
and Web publishers to plan, execute and analyze their marketing
programs. Combining technology and data expertise,
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, Marketing Automation and Performics divisions.
DoubleClicks Ad Management division primarily consists of
the DART for Publishers Service, the DART for Advertisers
Service and the DART Enterprise ad serving software product.
DoubleClicks Marketing Automation division primarily
consists of email products based on DoubleClicks DARTmail
Service and its Enterprise Marketing Solutions, or EMS, business
which consists of its campaign management and marketing resource
management, or MRM, products. Following the acquisition of
Performics Inc. in June 2004, DoubleClick created a third
division within TechSolutions which offers search engine
marketing and affiliate marketing solutions.
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 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.
On October 31, 2004, DoubleClick announced that it retained
Lazard Freres & Co. to explore strategic options for
the business to achieve greater shareholder value. On
April 23, 2005, DoubleClick signed a definitive agreement
to be acquired by an affiliate of the private equity investment
firms of Hellman & Friedman LLC and JMI Equity (See
Note 12).
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, 2004 has
been derived from, but does not include all the disclosures
contained in, the audited Consolidated Financial Statements for
the year ended December 31, 2004. The accompanying
Consolidated Financial Statements should be read in conjunction
with the audited
5
DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
March 31, 2005
(unaudited)
Consolidated Financial Statements of DoubleClick included in
DoubleClicks Annual Report on Form 10-K for the year
ended December 31, 2004.
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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 investment grade government and
corporate debt securities and are classified as current or
non-current assets depending on their dates of maturity. As of
March 31, 2005, 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 DoubleClicks automated clearinghouse payment function.
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.
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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 2005.
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.
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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.
6
DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
March 31, 2005
(unaudited)
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.
TechSolutions. Revenues include fees earned from the use
of DoubleClicks Ad Management, Marketing Automation and
Performics 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.
Performics search and affiliate marketing revenues are
recognized when a contract has been signed, services have been
rendered, the related fee is fixed and determinable, and
collection of the fee is reasonably assured. Performics revenues
are recorded on a net basis, exclusive of pass
through charges when acting as an agent on behalf of its
clients with respect to such costs.
For DoubleClicks licensed ad serving, campaign management
and marketing resource 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 revenues are recognized in the period
that the product is completed and delivered, provided that
collection is reasonably assured. Database development fees are
deferred and recognized ratably over the expected term of the
customer relationship. Database management revenues are
recognized as the services are provided.
Product development expenses consist primarily of compensation
and related benefits, consulting fees and other operating
expenses associated with DoubleClicks 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.
7
DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
March 31, 2005
(unaudited)
|
|
|
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 Statements of Operations,
except for any transactions that must be recorded directly to
equity in accordance with the provisions of
SAB No. 51, Accounting for Sales of Stock of a
Subsidiary.
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 tax 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 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.
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
No. 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 (SFAS 123), 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 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 123,
Accounting for Stock-Based Compensation. This
amendment requires prominent disclosure in both annual and
interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results.
8
DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
March 31, 2005
(unaudited)
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 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, | |
| |
|
| |
| |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
| |
|
(In thousands, except | |
| |
|
per share amounts) | |
|
Net income (loss)
|
|
|
|
|
|
|
|
|
| |
As reported
|
|
$ |
(917 |
) |
|
$ |
7,693 |
|
| |
Pro forma per SFAS 123
|
|
$ |
(4,822 |
) |
|
$ |
403 |
|
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
| |
As reported
|
|
$ |
(0.01 |
) |
|
$ |
0.06 |
|
| |
Pro forma per SFAS 123
|
|
$ |
(0.04 |
) |
|
$ |
0.00 |
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
| |
As reported
|
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
| |
Pro forma per SFAS 123
|
|
$ |
(0.04 |
) |
|
$ |
0.00 |
|
The weighted average per share fair value of options granted
during the first quarter of 2005 and 2004 were $4.01 and $6.15,
respectively, on the grant date with the following weighted
average assumptions:
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
| |
|
March 31, | |
| |
|
| |
| |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
|
Expected dividend yield
|
|
|
0% |
|
|
|
0% |
|
|
Risk-free interest rate
|
|
|
3.72% |
|
|
|
2.99% |
|
|
Expected life
|
|
|
5.0 years |
|
|
|
4.5 years |
|
|
Volatility
|
|
|
55% |
|
|
|
65% |
|
The pro forma impact of options on the net income (loss) for the
first quarter of 2005 and 2004 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.
9
DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
March 31, 2005
(unaudited)
|
|
|
Basic and Diluted Net Income (Loss) Per Share |
Basic net income (loss) per share excludes the effect of
potentially dilutive securities and is computed by dividing the
net income (loss) available to shareholders by the
weighted-average number of shares outstanding for the reporting
period. Diluted net income (loss) per share adjusts this
calculation to reflect the impact of outstanding convertible
securities and stock options to the extent that their inclusion
would have a dilutive effect on net income (loss) per share for
the reporting period.
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
| |
|
March 31, | |
| |
|
| |
| |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
| |
|
(In thousands, except | |
| |
|
per share amounts) | |
|
Net income (loss)
|
|
$ |
(917 |
) |
|
$ |
7,693 |
|
| |
|
|
|
|
|
|
|
Weighted average basic shares outstanding
|
|
|
125,914 |
|
|
|
137,099 |
|
|
Effect of dilutive securities: stock options
|
|
|
|
|
|
|
3,985 |
|
|
Convertible subordinated notes Zero Coupon, due 2023
|
|
|
|
|
|
|
10,300 |
|
| |
|
|
|
|
|
|
|
Weighted average diluted shares outstanding
|
|
|
125,914 |
|
|
|
151,384 |
|
| |
|
|
|
|
|
|
|
Basic net income (loss) per share
|
|
$ |
(0.01 |
) |
|
$ |
0.06 |
|
| |
|
|
|
|
|
|
|
Diluted net income (loss) per share
|
|
$ |
(0.01 |
) |
|
$ |
0.05 |
|
| |
|
|
|
|
|
|
At March 31, 2005 and 2004 outstanding options of
approximately 20.0 million and 9.8 million,
respectively, to purchase shares of common stock were not
included in the computation of diluted net income (loss) per
share because to do so would have had an antidilutive effect for
the periods presented. Similarly, the computation of diluted
earnings per share at March 31, 2005, excludes the effect
of 10.3 million shares issuable upon conversion of the Zero
Coupon Convertible Subordinated Notes due 2023.
|
|
|
Concentrations of Credit Risk |
Financial instruments that potentially subject DoubleClick to
concentrations of credit risk consist primarily of cash and cash
equivalents, investments in marketable securities and accounts
receivable.
Credit is extended to customers based on an evaluation of their
financial condition and collateral is not required. DoubleClick
performs ongoing credit assessments of its customers and
maintains an allowance for doubtful accounts.
DoubleClicks financial instruments consist of cash and
cash equivalents, investments in marketable securities,
restricted cash, accounts receivable, accounts payable, accrued
expenses and convertible subordinated notes. At March 31,
2005 and December 31, 2004, the fair value of these
instruments approximated their financial statement-carrying
amount with the exception of the convertible subordinated notes.
The Zero Coupon Convertible Subordinated Notes due 2023 had an
estimated fair value of $123.4 million and
$126.3 million at March 31, 2005 and December 31,
2004, respectively.
&nbs