-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rb69WhVv5AQBSAxMZXi3k5cprCuhXQOtmFW0XiW6Var6sOtdIYUDARwFtZq2P1sv Vtb4hyU6sGUZ3Xx9pC7L7w== 0000950117-00-000587.txt : 20000313 0000950117-00-000587.hdr.sgml : 20000313 ACCESSION NUMBER: 0000950117-00-000587 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991229 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUBLECLICK INC CENTRAL INDEX KEY: 0001049480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 133870996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23709 FILM NUMBER: 566271 BUSINESS ADDRESS: STREET 1: 450 W 33RD ST STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2126830001 MAIL ADDRESS: STREET 1: 450 W 33RD ST CITY: NEW YORK STATE: NY ZIP: 10001 8-K/A 1 DOUBLECLICK INC. 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) DECEMBER 29, 1999 ------------------------------- DOUBLECLICK INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) DELAWARE 000-23709 13-3870996 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
450 WEST 33RD STREET, NEW YORK, NEW YORK 10001 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212)683-0001 ----------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on January 13, 2000. ITEM 2 Acquisition or Disposition of Assets On December 29, 1999 DoubleClick Inc. (the "Company") acquired the 90.7% of the outstanding shares of DoubleClick Scandinavia AB ("DoubleClick Scandinavia") it did not previously own under the terms of the Agreement on the Sale and Purchase of Shares, dated as of December 17, 1999. In the transaction, the shares of DoubleClick Scandinavia not owned by the Company were exchanged for an aggregate of approximately 862,000 shares of Company common stock. Additional shares of Company common stock are contingently issuable in March 2001 and 2002. The minimum value of these additional shares that will be issued under the agreement is approximately $32.0 million and the maximum value of the contingently issuable shares is approximately $60.0 million. The terms of the transaction were determined through arms-length negotiations between the Company and the DoubleClick Scandinavia shareholders. Copies of the Company's press release announcing the transaction and describing DoubleClick Scandinavia's business, which the Company intends to continue, are incorporated herein by reference and included as Exhibit 99.1 hereto. Item 7 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. The following appear as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated into this document by reference: (i) Consolidated balance sheet of DoubleClick Scandinavia AB and its subsidiaries as of December 29, 1999, and the related consolidated statement of operations and cash flows for the period January 1, 1999 through December 29, 1999. (b) Pro Forma Financial Information. The following appear as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated into this document by reference: (i) Unaudited condensed combined pro forma statement of operations for the period January 1, 1999 through December 29, 1999. (c) Exhibits. The following documents are filed as exhibits to this report: 2.1* Agreement for the Sale and Purchase of Shares, dated as of December 17, 1999, between DoubleClick Inc. and the Sellers listed on Appendix 1 thereto. 23.1 Consent of Independent Accountants 99.1* Press Release dated December 22, 1999. 99.2 Consolidated balance sheet of DoubleClick Scandinavia AB and its subsidiaries as of December 29, 1999, and the related consolidated statements of operations and cash flows for the period January 1, 1999 through December 29, 1999. 99.3 Unaudited condensed combined pro forma statement of operations for the period January 1, 1999 through December 29, 1999. - ------------------- * Previously Filed. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DOUBLECLICK INC. Date: March 10, 2000 By: /s/ Kevin P. Ryan ------------------------------- Name: Kevin P. Ryan Title: President and Chief Operating Officer 3 EXHIBIT INDEX
Exhibit 2.1* Agreement for the Sale and Purchase of Shares, dated as of December 17, 1999, between DoubleClick Inc. and the Sellers listed on Appendix 1 thereto. 23.1 Consent of Independent Accountants 99.1* Press Release dated December 22, 1999. 99.2 Consolidated balance sheet of DoubleClick Scandinavia AB and its subsidiaries as of December 29, 1999, and the related consolidated statements of operations and cash flows for the period January 1, 1999 through December 29, 1999. 99.3 Unaudited condensed combined pro forma statement of operations for the period January 1, 1999 through December 29, 1999. - -------------------- * Previously Filed.
4 EX-23 2 EXHIBIT 23.1 Consent of Independent Accountants We consent to the incorporation by reference in the registration statements (No. 333-78959 and No. 333-31826) on Form S-3 and (No. 333-48277, No. 333-90653, No. 333-91661, No. 333-95105, and No. 333-30726) on Form S-8 of DoubleClick Inc. of our report dated March 7, 2000, with respect to the consolidated balance sheet of DoubleClick Scandinavia AB and subsidiaries as of December 29, 1999, and the related consolidated statement of operations and cash flows for the period then ended which report appears in the Form 8-K/A of DoubleClick Inc. dated March 10, 2000. /s/ PricewaterhouseCoopers Stockholm, Sweden 10 March 2000 EX-99 3 EXHIBIT 99.2 DOUBLECLICK SCANDINAVIA AB INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of PricewaterhouseCoopers, Independent Accountants 1 Consolidated Statement of Operations for the period from 1 January 1999 to 29 December 1999 2 Consolidated Balance Sheet as of 29 December 1999 3 Consolidated Statement of Cash Flows for the period from 1 January 1999 to 29 December 1999 5 Notes to the Consolidated Financial Statements 6
REPORT OF INDEPENDENT ACCOUNTANTS TO THE BOARD OF DIRECTORS OF DOUBLECLICK SCANDINAVIA AB We have audited the accompanying consolidated balance sheet of DoubleClick Scandinavia AB and its subsidiaries as of 29 December 1999, and the related consolidated statement of operations and of cash flows for the period from 1 January 1999 to 29 December 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DoubleClick Scandinavia AB and its subsidiaries at 29 December 1999, and the results of their operations and their cash flows for the period from 1 January 1999 to 29 December 1999, in conformity with accounting standards generally accepted in Sweden. PRICEWATERHOUSECOOPERS Stockholm, Sweden 7 MARCH 2000 DOUBLECLICK SCANDINAVIA AB CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD FROM 1 JANUARY TO 29 DECEMBER 1999 (IN THOUSANDS OF SEK) - -------------------------------------------------------------------------------- OPERATING INCOME Net revenues - Note 2 64,689 Cost of revenues (44,615) -------------- GROSS PROFIT 20,074 OPERATING EXPENSES Other external costs (10,435) Personnel costs - Note 3 (22,578) Depreciation and write-downs of tangible fixed assets (801) Other operating expenses (467) -------------- LOSS FROM OPERATIONS (14,207) RESULT FROM FINANCIAL INVESTMENTS Interest income and similar profit/loss items 356 Other expenses and similar profit/loss items (242) Other financial income 18 -------------- LOSS AFTER FINANCIAL ITEMS (14,075) - -------------------------------------------------------------------------------- LOSS FOR THE YEAR (14,075) - --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements. DOUBLECLICK SCANDINAVIA AB CONSOLIDATED BALANCE SHEET 29 DECEMBER 1999 (IN THOUSANDS OF SEK) - -------------------------------------------------------------------------------- ASSETS TANGIBLE FIXED ASSETS Equipment, tools, fixtures and fittings - Note 5 1,961 ----------------- TOTAL FIXED ASSETS 1,961 CURRENT ASSETS CURRENT RECEIVABLES Accounts receivable - trade 17,552 Other receivables 116 Prepaid expenses and accrued income - Note 7 550 ----------------- TOTAL CURRENT RECEIVABLES 18,218 CASH AND BANK BALANCES 20,047 TOTAL CURRENT ASSETS 38,265 - -------------------------------------------------------------------------------- TOTAL ASSETS 40,226 - --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements. DOUBLECLICK SCANDINAVIA AB CONSOLIDATED BALANCE SHEET 29 DECEMBER 1999 (IN THOUSANDS OF SEK) - -------------------------------------------------------------------------------- EQUITY AND LIABILITIES EQUITY - Note 8 RESTRICTED EQUITY Share capital (821,000 shares of par value 2 SEK each) 1,642 Other restricted reserves 13,907 NON-RESTRICTED EQUITY / ACCUMULATED DEFICIT Loss brought forward (12,589) Loss for the period ended 29 December 1999 (14,075) ------------------- TOTAL EQUITY (11,115) CURRENT LIABILITIES Advance payments from customers 12,636 Accounts payable - trade 7,405 Liability to DoubleClick Inc. 8,438 Loan from minority shareholders 734 Other liabilities 5,111 Accrued expenses - Note 10 17,017 ------------------- TOTAL CURRENT LIABILITIES 51,341 - -------------------------------------------------------------------------------- TOTAL EQUITY AND LIABILITIES 40,226 - -------------------------------------------------------------------------------- PLEDGED ASSETS AND CONTINGENT LIABILITIES PLEDGED ASSETS None CONTINGENT LIABILITIES None
The accompanying notes are an integral part of these consolidated financial statements. DOUBLECLICK SCANDINAVIA AB CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD FROM 1 JANUARY TO 29 DECEMBER 1999 (IN THOUSANDS OF SEK) - -------------------------------------------------------------------------------- OPERATING ACTIVITIES Loss after financial items (14,075) Adjustments to reconcile net loss to cash used in operating activities Depreciation 801 Interest income (356) Interest expense 242 Translation difference (460) ----------------- (13,848) Interest paid (302) Taxes paid (4) NET CASH FROM OPERATING ACTIVITIES BEFORE ADJUSTMENTS FOR CHANGES IN WORKING CAPITAL (14,154) CHANGES IN WORKING CAPITAL Increase in accounts receivable - trade (11,133) Current operating receivables 402 Decrease in accounts payable - trade 7,899 Current operating liabilities 27,248 ----------------- NET CASH FROM OPERATING ACTIVITIES 10,262 INVESTING ACTIVITIES Purchases of tangible assets - Note 5 (1,325) Interest received 356 ----------------- NET CASH USED IN INVESTING ACTIVITIES (969) NET INCREASE IN CASH AND CASH EQUIVALENTS 9,293 Cash and cash equivalents at the beginning of the year 10,754 - ---------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT 29 DECEMBER 1999 20,047 - ----------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements. DOUBLECLICK SCANDINAVIA AB NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS DoubleClick Scandinavia AB and its subsidiaries (the "Company") provides comprehensive interactive advertising solutions to advertisers, ad agencies and Web publishers. BASIS OF PRESENTATION On 29 December 1999 the Company was acquired by DoubleClick Inc. in a business combination accounted for using the purchase method. In the transaction, the shares of DoubleClick Scandinavia AB not owned by DoubleClick were exchanged for an aggregate of approximately 862,000 shares of DoubleClick Inc. common stock. Additional shares of common stock are contingently issuable in March 2001 and 2002. The maximum value of the contingently issuable shares is approximately USD 60 million. The results of operations for the period from 29 December 1999 to 31 December 1999 and amounts recorded from the application of the purchase method are not reflected in the accompanying consolidated financial statements as of, and for the period ended 29 December 1999. ACCOUNTING PRINCIPLES The accounting principles applied are in accordance with the Swedish Annual Accounts Act, as well as the recommendations and statements from the Swedish Accounting Standard Board, the Swedish Financial Accounting Standard Council and the Swedish Institute of Authorized Public Accountants (FAR). The accounting principles applied by DoubleClick Scandinavia AB are substantially the same as those provided by accounting principles generally accepted in the United States and therefore there are no reconciling items to these financial statements. The following valuation and recalculation principles were applied to the financial statements: CONSOLIDATED FINANCIAL STATEMENTS Subsidiaries, which are those companies in which the Company, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has power to exercise control over the operations, have been consolidated. Subsidiaries are consolidated from the date on which effective control is transferred to the group and are no longer consolidated from the date of disposal. All intercompany transactions, balances and unrealized surplus and deficits on transactions between group companies have been eliminated. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Company. REVENUE RECOGNITION Revenues are derived primarily from the sale and delivery of advertising impressions through third-party Web sites within the DoubleClick Scandinavia AB network (the "network"). Revenues are recognized in the period the advertising impressions are delivered provided collection of the resulting receivable is reasonably assured. The Company becomes obligated to make payments to third-party Web sites, which have contracted with the Company to be part of the network in the period the advertising impressions are delivered. Such expenses are classified as cost of revenues in the consolidated statement of operations. DOUBLECLICK SCANDINAVIA AB NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- RECEIVABLES Trade receivables are carried at anticipated realizable value. An estimate is made for doubtful receivables based on a review of all outstanding amounts at 29 December 1999. Bad debts are written off during the year in which they are identified. FOREIGN CURRENCIES Income statements of foreign entities are translated into the Swedish krona (SEK), the Company's reporting currency, at average exchange rates for the period and the balance sheet is translated at the exchange rates ruling on 29 December 1999. Exchange differences arising from the retranslation of the net investment in foreign subsidiary undertakings are taken to translation reserve in shareholders' equity. Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transactions; gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the statement of operations. Such balances are translated at period-end exchange rates. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future consequences attributable to 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 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 for the amount of deferred tax assets that, based on available evidence, realization is not assured. FIXED ASSETS All fixed assets are initially recorded at cost. Depreciation is calculated on the straight-line method to write off the cost of each assets, or the revalued amounts, to their residual values over their estimated useful life as follows: Equipment, tools, fixtures and fittings 3 years
CASH AND CASH EQUIVALENTS For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand and deposits held at call with banks. DOUBLECLICK SCANDINAVIA AB NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 2 - NET REVENUES 1999 kSEK NET SALES IN NORDIC REGION 64,689
The directors have decided that the Company does not have any separately reportable segments. NOTE 3 - PERSONNEL COSTS 1999 kSEK Salary and social security costs 21,168 Other personnel costs 1,410 ---------------- TOTAL 22,578
1) AVERAGE NUMBER OF EMPLOYEES TOTAL EMPLOYEES OF WHICH MEN TOTAL 51 59%
2) SALARIES, OTHER REMUNERATION AND SOCIAL SECURITY COSTS
1999 kSEK SALARIES AND SOCIAL SECURITY OTHER COSTS (OF WHICH REMUNERATION PENSION COSTS) TOTAL 16 956 4,212 (1,402)
3) SALARIES AND OTHER REMUNERATION SPLIT BETWEEN THE BOARD OF DIRECTORS (INCLUDING THE MANAGING DIRECTOR) AND OTHER EMPLOYEES
1999 kSEK --------------------------------------- BOARD OF DIRECTORS AND MD (OF WHICH OTHER EMPLOYEES BONUS ETC) TOTAL 3 859 13,097 (10)
kSEK 402 of the Company's pension costs refer to the Board and the Managing Director. DOUBLECLICK SCANDINAVIA AB NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - --------------------------------------------------------------------------------
NOTE 4 - TAXATION 1999 kSEK All group companies have accumulated deficits and their losses carried forward are shown below: DoubleClick Scandinavia AB 6,515 DoubleClick Denmark A/S 4,858 DoubleClick Norway AS 5,555 DoubleClick D.A.R.T. Online Advertising AB 5,168 ------------------ TOTAL 22,096
No income tax has been provided during the period as the Company has no taxable profit. As of 29 December 1999, the Company had unutilized tax losses of approximately kSEK 22,096 available to offset against future taxable income. In Norway the losses carried forward must be used within ten years. In Denmark the losses carried forward must be used within five years. In Finland the losses carried forward must be used within ten years. As a result of the change in ownership an application must be filed with tax authorities and be approved to be able to use the Finnish loss carry forward.
NOTE 5 - TANGIBLE FIXED ASSETS 1999 kSEK EQUIPMENT, TOOLS, FIXTURES AND INSTALLATIONS ACQUISITION VALUE Acquisition value opening balance 1,819 Purchases (including cost of improvements) 1,325 Sales/disposals (86) Reclassification (78) ------------------ ACCUMULATED ACQUISITION VALUE CLOSING BALANCE 2,980 ACCUMULATED DEPRECIATION ACCORDING TO PLAN Depreciation opening balance (298) Depreciation according to plan for the year (751) Sales/disposals 27 Reclassifications 3 ------------------ ACCUMULATED DEPRECIATION ACCORDING TO PLAN CLOSING BALANCE (1,019) ------------------ NET BOOK VALUE ACCORDING TO PLAN CLOSING BALANCE 1,961
During the period the Company acquired equipment with an aggregated cost of kSEK 1,325. All equipment was paid for in cash. DOUBLECLICK SCANDINAVIA AB NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 6 - SHARES IN GROUP COMPANIES SHARES IN THE GROUP COMPANIES
- --------------------------------------------------------------------------------------------------------------- NAME OF COMPANIES REGISTRATION REGISTERED EXTENT OF HOLDING NET NUMBER OFFICE EQUITY - --------------------------------------------------------------------------------------------------------------- NUMBER OF SHARE OF SHARES CAPITAL IN % - --------------------------------------------------------------------------------------------------------------- DoubleClick Denmark A/S 249486 Copenhagen 633,333 63.3 (3,965) - --------------------------------------------------------------------------------------------------------------- DoubleClick D.A.R.T. Online Advertising AB 713688 Helsinki 182 91.0 (4,380) - --------------------------------------------------------------------------------------------------------------- DoubleClick Norway A/S 97998016 Oslo 4,550 91.0 (4,970) - --------------------------------------------------------------------------------------------------------------- DoubleClick Sweden AB 556575-3943 Stockholm 10,000 100.0 1,000 - ---------------------------------------------------------------------------------------------------------------
During the period the group incorporated a new subsidiary, DC Sweden AB, (100% owned) in amount of MSEK 1 cash to equity. NOTE 7 - PREPAID EXPENSES AND ACCRUED INCOME
1999 kSEK Prepaid rent 127 Other items 423 ------ TOTAL 550
NOTE 8 - SHAREHOLDERS' EQUITY
SHARE RESTRICTED NON-RESTRICTED CAPITAL RESERVES RESERVES OPENING BALANCE 1,642 13,960 (12,074) Transfers between statutory and non-restricted (53) 53 equity Net profit/loss for the year (14,075) Translation difference (568) CLOSING BALANCE 1,642 13,907 (26,664)
NOTE 9 - MINORITY INTEREST As the minority shareholders were not able to undertake the loss incurred in the subsidiaries, the group is committed to cover all the losses. Consequently, the directors considered it was appropriate that the minority shareholders shared the losses up to their equity holding in the subsidiaries and no minority interest is recognized on the balance sheet until the group's effort is recovered by profits generated in the subsidiaries. DOUBLECLICK SCANDINAVIA AB NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 10 - ACCRUED EXPENSES
1999 kSEK Accruals on service costs 13,794 Consulting income 199 Accrued salaries and other personnel costs 1,706 Accrued social security costs 513 Other items 805 ---------------- TOTAL 17,017 NOTE 11 - OPERATING LEASES 1999 kSEK FUTURE MINIMUM PAYMENTS 2000 1,175 2001 1,204 2002 1,041 2003 797 2004 and after 603 ---------------- TOTAL 4,820 Total rent expense for all leases during 1999 776
NOTE 12 - POST BALANCE SHEET EVENT On 17 January 2000, an extra shareholders' meeting was held to accept the resignation of the members of board of directors. At the same time, new members of board of directors of the group were appointed. * * * * EX-99 4 EXHIBIT 99.3 DOUBLECLICK INC. UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS FOR THE PERIOD ENDED DECEMBER 29, 1999 (In thousands, except per share amounts)
Historical Pro Forma ---------------------------- ---------------------- DoubleClick (Unaudited) DoubleClick Scandinavia Adjustments Combined ----------- ----------- ----------- -------- Revenues $ 258,294 $ 7,764 $ (1,862) $ 264,195 Cost of Revenues 107,156 5,401 (1,829) 110,728 --------- --------- --------- --------- Gross Profit 151,138 2,362 (33) 153,467 Operating expenses Selling & Marketing 103,578 3,745 30,537 137,860 General & Administrative 36,306 405 36,711 Research & Development 28,364 -- 28,364 Facility Relocation and Other 41,605 -- 41,605 --------- --------- --------- --------- Total operating expenses 209,853 4,150 30,537 244,540 Loss from operations (58,715) (1,788) (30,570) (91,073) Interest and other, net 11,481 -- 11,481 --------- --------- --------- --------- Loss before income taxes (47,234) (1,788) (30,570) (79,592) Provision for income taxes 8,587 -- 8,587 --------- --------- --------- --------- Net loss $ (55,821) $ (1,788) $ (30,570) $ (88,179) ========= ========= ========= ========= Basic and diluted net loss per common share $ (0.51) $ (0.80) ========= ========= Weighted average shares used in basic and diluted net loss per share calculation 109,756 110,604 ========= =========
See accompanying notes. DOUBLECLICK INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS DECEMBER 29, 1999 NOTE 1 - The unaudited pro forma condensed combined statement of operations gives the effect of the acquisition of DoubleClick Scandinavia AB ("DoubleClick Scandinavia") as if it was consummated at the beginning of the period presented. The pro forma information is presented for illustrative purposes only and does not purport to be indicative of the operating results that would have actually occurred if the transaction had been in effect on January 1, 1999, nor is it indicative of the future operating results of DoubleClick Inc. ("DoubleClick"). The pro forma adjustments are based upon information and assumptions available at the time of filing this Form 8-K/A. The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with the historical consolidated financial statements and related notes of DoubleClick and DoubleClick Scandinavia. NOTE 2 - Pro forma adjustments to reflect the acquisition of DoubleClick Scandinavia give effect to the following: a) Amortization of intangibles for the period January 1, 1999 through December 29, 1999 and b) The elimination of technology service fees paid by DoubleClick Scandinavia to DoubleClick and sales commissions paid by DoubleClick to DoubleClick Scandinavia. NOTE 3 - Pro forma net loss per share is computed by including the shares issued for DoubleClick Scandinavia in the computation of the weighted average shares outstanding as if they were outstanding from January 1, 1999. NOTE 4 - Certain reclassifications have been made to the historical statement of operations for DoubleClick Scandinavia in order to conform to DoubleClick's presentation. In April 1999 and January 2000, DoubleClick effected two-for-one stock splits in the form of 100 percent stock dividends and accordingly all share and per share amounts have been restated. NOTE 5 - The statement of operations of DoubleClick Scandinavia was translated from Swedish krona to the U.S. dollar using the average exchange rate for the period. -----END PRIVACY-ENHANCED MESSAGE-----