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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 March 31, 2005
 
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)
111 Eighth Avenue, 10th Floor
New York, New York 10011
(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 May 9, 2005 there were 126,131,699 outstanding shares of the registrant’s Common Stock.



DOUBLECLICK INC.
INDEX TO FORM 10-Q
             
PART I:  FINANCIAL INFORMATION
Item 1:
 
Financial Statements (unaudited)
       
        2  
        3  
        4  
        5  
      21  
      32  
      48  
 
 PART II:  OTHER INFORMATION
      48  
      49  
 EX-10.1: 2005 CORPORATE BONUS PLAN
 EX-10.2: FIRST AMENDMENT TO LEASE
 EX-31.1: CERTIFICATION
 EX-31.2: CERTIFICATION
 EX-32.1: CERTIFICATION
 EX-32.2: CERTIFICATION

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PART 1:     FINANCIAL INFORMATION
Item 1:     Financial Statements (unaudited)
DOUBLECLICK INC.
CONSOLIDATED BALANCE SHEETS
                   
    March 31,   December 31,
    2005   2004
         
    (Unaudited, in thousands,
    except share amounts)
ASSETS
CURRENT ASSETS:
               
Cash and cash equivalents
  $ 120,016     $ 126,135  
Investments in marketable securities
    295,515       264,332  
Restricted cash
    1,635       3,635  
Accounts receivable, net of allowances of $8,670 and $10,051, respectively
    79,746       84,165  
Prepaid expenses and other current assets
    14,409       12,257  
             
 
Total current assets
    511,321       490,524  
Investment in marketable securities
    108,509       146,552  
Restricted cash
    11,668       11,668  
Property and equipment, net
    80,391       77,821  
Goodwill
    72,727       72,948  
Intangible assets, net
    19,513       22,395  
Investment in affiliates
    5,673       5,772  
Other assets
    13,645       13,749  
             
 
Total assets
  $ 823,447     $ 841,429  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
               
Accounts payable
    26,614       34,964  
Accrued expenses and other current liabilities
    48,431       56,844  
Deferred revenue
    13,563       13,687  
             
 
Total current liabilities
    88,608       105,495  
Convertible subordinated notes — Zero Coupon, due 2023
    135,000       135,000  
Other long term liabilities
    20,377       20,570  
             
 
Total liabilities
    243,985       261,065  
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, 140,942,901 and 140,564,907 shares issued, respectively
    141       141  
Treasury stock, 14,864,925 shares
    (109,223 )     (109,223 )
Additional paid-in capital
    1,296,807       1,294,510  
Accumulated deficit
    (612,930 )     (612,013 )
Other accumulated comprehensive income
    4,667       6,949  
             
 
Total stockholders’ equity
    579,462       580,364  
             
 
Total liabilities and stockholders’ equity
  $ 823,447     $ 841,429  
             
The accompanying notes are an integral part of these consolidated financial statements.

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DOUBLECLICK INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
                     
    Three Months Ended
    March 31,
     
    2005   2004
         
    (Unaudited, in
    thousands,
    except per share
    amounts)
Revenue
  $ 76,346     $ 68,047  
Cost of revenue
    23,380       22,565  
             
 
Gross profit
    52,966       45,482  
Operating expenses:
               
 
Sales and marketing
    29,053       25,650  
 
General and administrative
    11,507       8,074  
 
Product development
    14,503       8,491  
 
Amortization of intangibles
    1,640       637  
             
   
Total operating expenses
    56,703       42,852  
Income (loss) from operations
    (3,737 )     2,630  
Other income (expense)
               
 
Equity in losses of affiliates
    (88 )     (186 )
 
Gain on distribution from affiliate
          2,400  
 
Interest and other, net
    3,291       3,474  
             
   
Total other income
    3,203       5,688  
Income (loss) before income taxes
    (534 )     8,318  
Provision for income taxes
    383       625  
             
Net income (loss)
  $ (917 )   $ 7,693  
             
Basic net income (loss) per share
  $ (0.01 )   $ 0.06  
             
Weighted average shares used in basic net income (loss) per share
    125,914       137,099  
             
Diluted net income (loss) per share
  $ (0.01 )   $ 0.05  
             
Weighted average shares used in diluted net income (loss) per share
    125,914       151,384  
             
The accompanying notes are an integral part of these consolidated financial statements.

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DOUBLECLICK INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
                       
    Three Months Ended
    March 31,
     
    2005   2004
         
    (Unaudited, in
    thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
               
 
Net income (loss)
  $ (917 )   $ 7,693  
 
Adjustments to reconcile net income (loss) to net cash used in operating activities
               
   
Depreciation and leasehold amortization
    5,598       7,445  
   
Amortization of intangible assets
    2,854       1,512  
   
Equity in losses of affiliates
    88       186  
   
Gain on distribution from affiliate
          (2,400 )
   
Other non-cash items
    1,046       897  
   
Provisions for bad debts and advertiser discounts
    1,164       2,574  
   
Changes in operating assets and liabilities, net of the effect of acquisitions:
               
     
Accounts receivable
    2,900       (5,434 )
     
Prepaid expenses and other assets
    (2,168 )     (1,884 )
     
Accounts payable
    (8,350 )     1,210  
     
Lease termination and related payments
          (7,625 )
     
Accrued expenses and other liabilities
    (3,772 )     (13,007 )
     
Deferred revenue
    (124 )     1,482  
             
   
Net cash used in operating activities
    (1,681 )     (7,351 )
CASH FLOWS FROM INVESTING ACTIVITIES
               
 
Purchases of investments in marketable securities
    (29,115 )     (74,400 )
 
Maturities of investments in marketable securities
    35,208       51,520  
 
Restricted cash
    2,000       12,100  
 
Purchases of property and equipment
    (6,290 )     (6,069 )
 
Acquisition of businesses, net of cash acquired
    (6,575 )     (22,445 )
 
Proceeds from distribution from affiliate
          2,400  
 
Investment in Abacus Deutschland
          (471 )
             
   
Net cash used in investing activities
    (4,772 )     (37,365 )
CASH FLOWS FROM FINANCING ACTIVITIES
               
 
Proceeds from the issuance of common stock
    1,251       2,443  
 
Purchases of treasury stock
          (20,439 )
 
Payments under capital lease obligations
          (179 )
             
   
Net cash provided by (used in) financing activities
    1,251       (18,175 )
Effect of exchange rate changes on cash and cash equivalents
    (917 )     662  
             
Net decrease in cash and cash equivalents
    (6,119 )     (62,229 )
Cash and cash equivalents at beginning of period
  $ 126,135     $ 183,484  
             
Cash and cash equivalents at end of period
  $ 120,016     $ 121,255  
             
The accompanying notes are an integral part of these consolidated financial statements.

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DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(unaudited)
Note 1 — Description of Business and Significant Accounting Policies
Description of Business
      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, DoubleClick’s 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. DoubleClick’s Ad Management division primarily consists of the DART for Publishers Service, the DART for Advertisers Service and the DART Enterprise ad serving software product. DoubleClick’s Marketing Automation division primarily consists of email products based on DoubleClick’s 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).
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, 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

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DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
March 31, 2005
(unaudited)
Consolidated Financial Statements of DoubleClick included in DoubleClick’s Annual Report on Form 10-K for the year ended December 31, 2004.
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 DoubleClick’s 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 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.
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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DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
March 31, 2005
(unaudited)
Revenue Recognition
      DoubleClick’s 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 DoubleClick’s Ad Management, Marketing Automation and Performics products and services. Revenues derived from DoubleClick’s 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 DoubleClick’s 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 customer’s 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
      Product development expenses consist primarily of compensation and related benefits, consulting fees and other operating expenses associated with DoubleClick’s 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 product’s 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 DoubleClick’s products and general release have substantially coincided. As a result, DoubleClick has not capitalized any software development costs.

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DOUBLECLICK INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
March 31, 2005
(unaudited)
Issuance of Stock by Affiliates
      Changes in DoubleClick’s 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.”
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 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.
Foreign Currency
      The functional currencies of DoubleClick’s 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.

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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, DoubleClick’s 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.

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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.
      DoubleClick’s 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.
Use of Estimates
&nbs