-----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, EEoiv4t4otKcfYTqb938t/SQOP0o2yJccxzaOKxFmmgGGjqhwA8ql94YLIrqRkQi 8DcJXOz4E7/+AnDDEXvBWg== 0000950117-01-501636.txt : 20020410 0000950117-01-501636.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950117-01-501636 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23709 FILM NUMBER: 1791282 BUSINESS ADDRESS: STREET 1: 450 W 33RD ST STREET 2: 16TH FL CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2126830001 MAIL ADDRESS: STREET 1: 450 W 33RD ST STREET 2: 16TH FL CITY: NEW YORK STATE: NY ZIP: 10001 10-Q 1 a31619.txt DOUBLECLICK 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2001 OR [ ] 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 (IRS Employer Incorporation or Organization) Identification Number) 450 WEST 33RD STREET, 16TH FLOOR NEW YORK, NEW YORK 10001 (212) 683-0001 (Address, Including Zip Code and Telephone Number, Including Area Code of Registrant's Principal Executive Offices)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [x] No [ ] As of November 1, 2001 there were 133,812,056 shares of the registrant's common stock outstanding, including 207,325 shares exchangeable into shares of the registrant's common stock, which were issued in connection with the registrant's acquisition of FloNetwork Inc. DOUBLECLICK INC. INDEX TO FORM 10-Q PART I: FINANCIAL INFORMATION Item 1: Financial Statements (unaudited) Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000................................................................... 3 Consolidated Statements of Operations for the three and nine months ended September 30, 2001 and 2000....................................... 4 Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and 2000............................................ 5 Notes to Consolidated Financial Statements............................................ 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations................................................. 18 Item 3: Quantitative and Qualitative Disclosures about Market Risk................................................................... 31 PART II: OTHER INFORMATION Item 1: Legal Proceedings..................................................................... 45 Item 5: Other Information..................................................................... 45 Item 6: Exhibits and Reports on Form 8-K...................................................... 46
ii Item 1. Financial Statements DOUBLECLICK INC. CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands except share amounts)
September 30, December 31, 2001 2000 ------------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents....................................................... $ 185,932 $ 193,682 Investments in marketable securities............................................ 379,512 422,495 Accounts receivable, net of allowances of $29,143 and $26,715, respectively..... 80,502 120,029 Prepaid expenses and other current assets....................................... 41,295 36,934 ---------- ---------- Total current assets......................................................... 687,241 773,140 Investments in marketable securities............................................ 213,038 257,199 Property and equipment, net..................................................... 166,265 168,192 Goodwill, net................................................................... 63,581 46,256 Intangible assets, net.......................................................... 18,518 6,519 Investments in affiliates....................................................... 16,696 37,457 Other assets.................................................................... 9,579 9,780 ---------- ---------- Total assets................................................................. $1,174,918 $1,298,543 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable................................................................ $ 41,265 $ 81,038 Accrued expenses and other current liabilities.................................. 80,909 96,002 Deferred revenue................................................................ 20,057 33,590 ---------- ---------- Total current liabilities.................................................... 142,231 210,630 Long-term obligations and notes................................................. 18,044 15,609 Convertible subordinated notes.................................................. 229,700 250,000 Minority interest............................................................... 20,086 5,247 STOCKHOLDERS' EQUITY: Common stock, par value $0.001; 400,000,000 shares authorized, 134,491,569 and 123,728,169 shares issued, respectively......................................................... 134 124 Treasury stock, 765,000 and 160,283 shares, respectively........................ (4,464) (18,419) Additional paid-in capital...................................................... 1,264,412 1,116,172 Deferred compensation........................................................... - (236) Accumulated deficit............................................................. (484,528) (265,812) Other accumulated comprehensive loss............................................ (10,697) (14,772) ----------- ----------- Total stockholders' equity................................................... 764,857 817,057 ---------- ---------- Total liabilities and stockholders' equity................................... $1,174,918 $1,298,543 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements 3 DOUBLECLICK INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- ------------------------------- 2001 2000 2001 2000 --------- --------- --------- --------- Revenue..................................................... $ 92,693 $ 135,169 $ 309,498 $ 373,312 Cost of revenue............................................. 39,888 57,216 136,620 169,232 --------- --------- --------- --------- Gross profit............................................. 52,805 77,953 172,878 204,080 Operating expenses: Sales and marketing (inclusive of non-cash compensation of $nil, $7,862, $15,233 and $17,616, respectively)....... 40,784 60,939 148,170 166,354 General and administrative (inclusive of non-cash compensation of $nil, $63, $259 and $164, respectively) 16,375 20,815 52,790 63,815 Product development......................................... 14,036 12,179 42,472 33,030 Amortization of intangibles................................. 16,449 14,067 42,358 32,605 Goodwill impairment......................................... 63,287 - 63,287 - Purchased in-process research and development............... - - 1,300 - Restructuring charge........................................ 5,259 - 35,939 - --------- --------- --------- --------- Total operating expenses............................... 156,190 108,000 386,316 295,804 Loss from operations (103,385) (30,047) (213,438) (91,724) Other income (expense): Equity in earnings (losses) of affiliates................ (557) 374 (2,599) (4,385) Gain on equity transactions of affiliates, net........... - 20,727 1,924 29,676 Impairment of equity investment.......................... (11,735) - (11,735) - Write-down of warrant.................................... - (18,650) - (18,650) Interest and other, net.................................. 7,012 16,272 18,949 34,885 --------- --------- --------- --------- Total other income (expense)................................ (5,280) 18,723 6,539 41,526 Loss before income taxes.................................... (108,665) (11,324) (206,899) (50,198) Benefit (provision) for income taxes........................ 1,483 147 (269) (1,485) --------- --------- ---------- ---------- Loss before minority interest............................... (107,182) (11,177) (207,168) (51,683) Minority interest........................................... 74 453 1,718 453 --------- --------- --------- --------- Net loss before extraordinary item.......................... (107,108) (10,724) (205,450) (51,230) Extraordinary gain on early extinguishment of debt, net of taxes of $2,784.......................................... 3,645 - 3,645 - Net loss.................................................... $(103,463) $ (10,724) $(201,805) $ (51,230) ========= ========= ========= ========= Basic and diluted net loss per share before extraordinary item $ (0.80) $ (0.09) $ (1.57) $ (0.43) ========= ========= ========= ========= Basic and diluted net loss per share........................ $ (0.77) $ (0.09) $ (1.54) $ (0.43) ========= ========= ========= ========= Weighted-average shares used in net loss per share-basic and diluted.............................. 134,300 122,621 130,869 120,517 ========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements 4 DOUBLECLICK INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands)
Nine Months Ended September 30, ------------------ 2001 2000 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net loss................................................................. $(201,805) (51,230) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and leasehold amortization............................... 39,710 23,020 Amortization of intangible assets..................................... 42,745 32,605 Equity in losses of affiliates........................................ 2,599 4,385 Gain on equity transactions of affiliates, net........................ (1,924) (29,676) Impairment of equity investment....................................... 11,735 - Goodwill impairment................................................... 63,287 - Write-down of warrant................................................. - 18,650 Write-down of investment and other non-cash charges................... 7,265 - Write-off of purchased in-process research and development............ 1,300 - Income tax benefit from the exercise of stock options................. 120 - Gain on early extinguishment of debt.................................. (6,429) - Minority interest..................................................... (1,718) (453) Non-cash restructuring charge......................................... 14,004 - Non-cash compensation................................................. 15,492 17,780 Provision for bad debts and advertiser credits........................ 24,096 37,261 Changes in operating assets and liabilities: Accounts receivable................................................... 22,823 (73,476) Prepaid expenses and other assets..................................... (4,698) (22,411) Accounts payable...................................................... (23,789) 36,649 Accrued expenses and other liabilities................................ (7,641) 31,151 Deferred revenue...................................................... (15,177) 7,365 -------- ------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES................. (18,005) 31,620 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of investments in marketable securities........................ (341,086) (392,949) Maturities of investments in marketable securities....................... 437,009 25,828 Purchases of property, plant and equipment............................... (56,986) (102,704) Security deposits........................................................ - (5,820) Acquisitions of businesses and intangible assets, net of cash acquired... (39,992) (21,165) Investments in affiliates and other...................................... (963) (12,760) -------- -------- NET CASH USED IN INVESTING ACTIVITIES............................... (2,018) (509,570) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issuance of common stock net of issuance costs......... 2,363 502,918 Proceeds from the exercise of stock options and the issuance of warrants. 6,201 49,643 Proceeds from the issuance of notes payable.............................. 510 - Proceeds from the issuance of stock by affiliate......................... 25,380 5,614 Repurchase of convertible debt........................................... (12,958) - Purchase of treasury stock............................................... (2,976) - Payment of notes and capital lease obligations........................... (3,184) (448) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES........................... 15,336 557,727 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS............. (3,063) (177) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................... (7,750) 79,600 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD......................... 193,682 119,238 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD............................... $185,932 $198,838 ======== ========
The accompanying notes are an integral part of these consolidated financial statements 5 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of business DoubleClick Inc., together with its subsidiaries ("DoubleClick"), is a leading provider of products and services that enable publishers, advertisers, direct marketers and merchants to market to consumers in the digital world. DoubleClick offers a broad range of media, technology, data and research products and services to its customers to allow them to address all aspects of the digital marketing process, from pre-campaign, to execution, measurement and campaign refinements. Combining media, data and technological expertise, DoubleClick's products and services help its customers optimize their advertising and marketing campaigns on the Internet and through other media. DoubleClick derives its revenues from three business units: Technology (or "TechSolutions"), Media and Data based on the types of services provided. DoubleClick TechSolutions consists of the DART-based service bureau offering, the AdServer family of software products and a suite of email technology services. DoubleClick Media consists of the worldwide DoubleClick networks, which provide fully outsourced and effective ad sales and related services to a worldwide group of advertisers and publishers. DoubleClick Data includes its Abacus division that utilizes the information contributed to the proprietary Abacus database by Abacus Alliance members to make both online and offline direct marketing more efficient for Abacus Alliance members and other clients. DoubleClick Data also includes Diameter, DoubleClick's research division, an online research business that offers a complete suite of research tools, providing media intelligence, audience measurement and advertising effectiveness products. 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 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 are unaudited, but in the opinion of management, contain all the adjustments (consisting of those of a normal, recurring nature) 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 accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements of DoubleClick for the year ended December 31, 2000. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. Basic and diluted net loss per share Basic net loss per common share excludes the effect of potentially dilutive securities and is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding for the reporting period. Diluted net loss per share adjusts this calculation to reflect the impact of outstanding convertible securities, stock options and other potentially dilutive financial instruments to the extent that their inclusion would have a dilutive effect on net loss per share for the reporting period. At September 30, 2001 and 2000, outstanding options of approximately 22.4 million and 22.7 million, respectively, to purchase shares of common stock were not included in the computation of diluted net loss per share because to do so would have had an antidilutive effect for the periods presented. Similarly, the computation of diluted net loss per share excludes the effect of 5,568,479 shares issuable upon conversion of $229.7 million, 4.75% Convertible Subordinated Notes due 2006, since their inclusion would also have had an antidilutive effect. As a result, the basic and diluted net loss per share amounts are equal for all periods presented. 6 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (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 Staff Accounting Bulletin ("SAB") No. 51. 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. New accounting pronouncements In July 2001, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." SFAS No. 141 establishes new standards for accounting and reporting requirements for business combinations and requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method is prohibited. SFAS No. 142 establishes new standards for goodwill acquired in a business combination, eliminates amortization of goodwill and sets forth methods to periodically evaluate goodwill for impairment. Intangible assets with a determinable useful life will continue to be amortized over that life. SFAS 141 and 142 are effective for business combinations completed after June 30, 2001. DoubleClick will adopt these statements on January 1, 2002; however, as noted above, certain provisions of these new standards may also apply to any acquisitions concluded subsequent to June 30, 2001. Management is in the process of evaluating the effect that the adoption of the remaining provisions of SFAS No. 142 will have on DoubleClick's results of operations and financial position. In June 1998 the FASB issued SFAS No. 133, "Accounting for Derivative Financial Instruments and Hedging Activities", which had an initial adoption date of January 1, 2000. In June 1999, the FASB issued SFAS No. 137, which delayed the effective date for implementing SFAS No. 133 until the beginning of 2001. In June 2000, the FASB issued SFAS No. 138, which amended certain provisions of SFAS No. 133 with the objective of easing the implementation difficulties expected to arise on the adoption of the statement. DoubleClick adopted SFAS No. 133 effective January 1, 2001. The adoption of SFAS No. 133 had no material impact on DoubleClick's financial condition or results of operations. NOTE 2 - BUSINESS COMBINATIONS FloNetwork Inc. On April 23, 2001, DoubleClick completed its acquisition of FloNetwork Inc. ("FloNetwork"), a privately-held provider of email technology services. In the transaction, which has been accounted for as a purchase, DoubleClick acquired all of the outstanding shares, option and warrants of FloNetwork in exchange for $17.1 million in cash, DoubleClick common stock valued at $30.7 million and stock options and warrants to acquire DoubleClick common stock valued at $3.8 million. The value of the approximately 2,800,000 shares of DoubleClick common stock issued was determined based on the average market price of DoubleClick common stock, as quoted on the Nasdaq National Market, for the day immediately prior to, the day of, and the day immediately after the number of shares and cash consideration due to FloNetwork shareholders became irrevocably fixed pursuant to the agreement under which FloNetwork was acquired. The FloNetwork options and warrants assumed by DoubleClick as the result of this merger converted into options and warrants to acquire approximately 430,000 shares of DoubleClick common stock 7 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) and have been valued using the Black-Scholes option pricing model with the following weighted-average assumptions: Expected dividend yield 0.0% Risk-free interest rate 4.5% Expected life (in years) 4.1 Volatility 115%
The aggregate purchase price of $52.7 million, which includes approximately $1.1 million of direct acquisition costs, has been allocated to the assets acquired and the liabilities assumed according to their fair values at the date of acquisition as follows: Current assets $ 5.4 Acquired in-process research and development 1.3 Other intangible assets 6.5 Goodwill 45.0 Other non-current assets 3.3 ----- Total assets acquired $61.5 Current liabilities $(8.8) ----- Total liabilities assumed $(8.8) Net assets acquired $52.7 =====
On the basis of fair value appraisals, approximately $4.3 million of the purchase price has been allocated to acquired technology, $2.2 million to customer lists and $1.3 million to purchased in-process research and development. The amounts allocated to customer lists and acquired technology are being amortized on a straight-line basis over 2 and 3 years, respectively. The amounts attributed to in-process research and development projects have been charged to operations as they had not reached technological feasibility as of the date of acquisition and were determined to have no alternative future uses. DoubleClick has also recorded approximately $45.0 million in goodwill, which represents the remainder of the excess of the purchase price over the fair value of net assets acquired. This goodwill is not tax deductible and is being amortized on a straight-line basis over three years. The results of operations for FloNetwork have been included in DoubleClick's consolidated statements of operations from the date of acquisition. @plan.inc On February 2, 2001, DoubleClick completed its acquisition of @plan.inc ("@plan"), a leading provider of online market research planning systems. In the transaction, which has been accounted for as a purchase, DoubleClick acquired all of the outstanding shares, options and warrants of @plan in exchange for $39.1 million in cash, DoubleClick common stock valued at $48.7 million, and stock options and warrants to acquire DoubleClick common stock valued at approximately $15.7 million. The value of the approximately 3,200,000 shares of common stock issued was determined based on the average market price of DoubleClick common stock, as quoted on the Nasdaq national market, for the day immediately prior to and the day of the final determination of the number of shares and cash consideration due to @plan shareholders became irrevocably fixed pursuant to the agreement under which @plan was acquired. The @plan options and warrants assumed by DoubleClick as the result of the merger converted into options and warrants to acquire approximately 1,200,000 shares of DoubleClick common stock and have been valued using the Black-Scholes option pricing model with the following weighted-average assumptions: 8 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) Expected dividend yield 0.0% Risk-free interest rate 6.1% Expected life (in years) 4.3 Volatility 107%
The aggregate purchase price of $104.3 million, which includes approximately $0.8 million of direct acquisition costs, has been allocated to the assets acquired and the liabilities assumed based on their respective fair values at the date of acquisition as follows: Cash $ 26.6 Other current assets 3.5 Goodwill 79.1 Other non-current assets 0.8 ------ Total assets acquired $110.0 Current liabilities $ (5.7) ------ Total liabilities assumed $ (5.7) Net assets acquired $104.3 ======
DoubleClick has recorded approximately $79.1 million in goodwill, which represents the excess of the purchase price over the fair value of net assets acquired. This goodwill is not tax-deductible and is being amortized on a straight-line basis over three years. The results of operations for @plan have been included in DoubleClick's consolidated statements of operations from the date of acquisition. In the third quarter of 2001, DoubleClick took an impairment charge related to its investment in @plan. See Note 6, "Goodwill impairment." The following pro forma results of operations have been prepared assuming that the acquisition of FloNetwork and @plan occurred at the beginning of the respective periods presented. This pro forma financial information should not be considered indicative of the actual results that would have been achieved had the acquisitions been consummated on the dates indicated and does not purport to indicate results of operations as of any future date or any future period. 9 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited)
Nine months ended September 30, ------------------------------- 2001 2000 ---- ---- (in thousands, except per share amounts) Revenues $ 317,693 $390,555 Amortization of intangible assets 50,265 65,116 Net loss $(213,888) $(97,604) Net loss per basic and diluted share (1.61) (0.77)
DoubleClick Japan In July 2000, DoubleClick contributed its wholly-owned subsidiary , NetGravity Japan, to its affiliate DoubleClick Japan in return for an additional 27% ownership interest in DoubleClick Japan. In addition to increasing DoubleClick's equity interest to approximately 37%, the agreement with DoubleClick Japan enables it to elect a majority of the seats on DoubleClick Japan's Board of Directors and exercise a controlling financial interest in its operations. Accordingly, DoubleClick has consolidated the net assets and results of operations of DoubleClick Japan as of the date of the transfer. As DoubleClick Japan's net assets and results and operations had not previously been consolidated in DoubleClick's financial statements, this simultaneous transfer and acquisition was treated as a partial sale of DoubleClick's interest in NetGravity and a step acquisition of an additional equity interest in DoubleClick Japan. Full reverse acquisition accounting was applied and a $20.7 million gain recognized to the extent that NetGravity Japan was deemed sold to the minority shareholders of DoubleClick Japan. This gain has been included in "Gain on equity transactions of affililates, net" in the consolidated statements of operations. Goodwill of $21.3 million was recorded to reflect the proportionate step-up in DoubleClick Japan's net assets as the result of the reverse acquisition. Subsequent to the transfer of NetGravity Japan described above, DoubleClick made an additional investment of $5.4 million in DoubleClick Japan, which increased its interest to approximately 43%. This transaction has been accounted for as a step acquisition and DoubleClick has recorded approximately $0.7 million of goodwill, which represents the excess of its additional investment over the fair value of the incremental assets acquired. NOTE 3 - INVESTMENT IN VALUECLICK, INC. DoubleClick's investment in ValueClick, Inc. ("ValueClick") is accounted for under the equity method. DoubleClick records its proportionate share of ValueClick's net income or loss and the amortization of goodwill associated with this investment in "Equity in losses of affiliates" in the consolidated statements of operations. This goodwill is being amortized on a straight-line basis over three years. In the first quarter of 2000, DoubleClick recorded the effects of ValueClick's initial public offering of 4.0 million shares of common stock at $19.00 per share. ValueClick's net proceeds, after deducting underwriting discounts, commissions and direct offering costs, were approximately $68.6 million. As a result of this offering, DoubleClick's ownership interest was reduced from 33.0% to 28.1% and the value of its proportionate share of ValueClick's net assets increased. DoubleClick recorded an increase in the value of its investment in ValueClick of $12.9 million, reduced the carrying amount of treasury stock to approximately $23.8 million and recognized a gain of approximately $8.9 million. This gain has been included in "Gain on equity transactions of affiliates, net" in the consolidated statements of operations. In the third quarter of 2000, DoubleClick management determined that the remaining exercise period of its warrant to purchase approximately 10.8 million additional common shares of ValueClick was not a sufficient period to allow for the price of ValueClick common stock to move above the warrant's strike price. The application of an option pricing model confirmed that the estimated fair value of the ValueClick warrant was negligible. As a result, 10 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) DoubleClick wrote off the entire value of the warrant and recognized an impairment charge of approximately $18.7 million. This charge has been recorded in "Write-down of warrant" in the consolidated statements of operations. In the third quarter of 2000, DoubleClick recognized its proportionate share of the gain resulting from the initial public offering of ValueClick Japan, a consolidated subsidiary of ValueClick. Pursuant to SAB 51, ValueClick recognized a gain to the extent that a portion of its interest was deemed sold through the offering at a price higher than its original basis. DoubleClick's proportionate share of this gain, approximately $3.9 million, has been included in "Equity in losses of affiliates" in the consolidated statements of operations. In the first quarter of 2001, DoubleClick recorded the effects of ValueClick's issuance of approximately 5.7 million shares to complete a purchase acquisition of Bach Systems, Inc. ("Bach Systems") and to consummate a pooling of interests merger with ClickAgents.com, Inc. ("ClickAgents"). DoubleClick has treated the ValueClick's pooling with ClickAgents as a book value purchase of ClickAgents by ValueClick. As a result of these transactions, DoubleClick's ownership interest was reduced from 28.1% to 23.5% and the value of its proportionate share of ValueClick's net assets decreased. DoubleClick recorded a decrease in the value of its investment in ValueClick of $3.8 million, reduced the carrying value of treasury stock to approximately $15.3 million and recognized a loss of approximately $3.8 million. This loss has been included in Gain on equity transactions of affiliates, net" in the consolidated statements of operations. Under the terms of the purchase agreement, ValueClick may issue additional shares of common stock to the former shareholders of Bach Systems if certain performance objectives are achieved over the eight quarters following the closing date. To date, ValueClick has not recorded any additional consideration related to this contingency. In the second quarter of 2001, DoubleClick recorded the effects of ValueClick's issuance of approximately 2.7 million shares to complete its pooling of interest merger with Z Media, Inc. As a result of the merger, DoubleClick's ownership interest in ValueClick was reduced from 23.5% to 21.7% and the value of its proportionate share of ValueClick's net assets decreased. Pursuant to its accounting policy, DoubleClick recorded a decrease in the value of its investment in ValueClick of $1.8 million, reduced the carrying amount of treasury stock to $14.2 million and recognized a loss of approximately $1.5 million. This loss has been included in "Gain on equity transactions of affiliates, net" in the consolidated statements of operations. In the second quarter of 2001, ValueClick sold the remaining 567,860 shares of DoubleClick common stock it owned to third parties. DoubleClick recorded an increase in the value of its investment in ValueClick of approximately $1.5 million, which was equal to its proportionate share of the cash proceeds from the sale. Also as a result of this transaction, DoubleClick reduced the carrying amount of treasury stock to zero and recognized a charge to retained earnings of approximately $12.7 million, which represented the difference between the treasury shares' original basis and the cash proceeds from the sale. In response to the prolonged downturn of the economy in general, and the continued weakness in aggregate online advertising spending in particular, DoubleClick management undertook a review of the recoverability of certain of its investments in the third quarter of 2001. Noting the continued fall in the price of ValueClick stock, management determined that its investment in ValueClick was impaired. Consequently, DoubleClick wrote down its investment in ValueClick and recognized an impairment charge of approximately $11.7 million, which represented the difference between DoubleClick's carrying value and the estimated fair value of its investment in ValueClick. The estimated fair value of DoubleClick's investment in ValueClick was determined based on the closing market price of ValueClick stock on September 30, 2001. DoubleClick has recorded a full valuation allowance against the net deferred tax asset associated with its investment in ValueClick. For the three and nine month periods ended September 30, 2001, DoubleClick recognized approximately $0.2 million and $0.7 million, respectively of goodwill amortization associated with its investment in ValueClick. For the three and nine month periods ended September 30, 2000, such amortization totaled approximately $2.9 million and $7.0 million, respectively. As the result of the impairment charge incurred in the third quarter of 2001, all of the 11 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) remaining goodwill associated with DoubleClick's investment in ValueClick has been written off. Accordingly, DoubleClick will recognize no additional goodwill amortization expense related to this investment. NOTE 4 - WRITE-DOWN OF INVESTMENT IN AFFILIATE As a result of the significant decline in the market value of Internet-based companies and the decreasing access of these companies to public and private financing, management initiated an assessment of the carrying values of certain of its investments in affiliates in the second quarter of 2001. In the course of its analysis, DoubleClick determined that the carrying value of its cost-method investee Return Path was no longer recoverable. As a consequence, DoubleClick wrote off its entire investment in Return Path and recognized an impairment charge of $4.5 million in the second quarter of 2001. This charge has been included in "Interest and other, net" in the consolidated statements of operations. NOTE 5 - INITIAL PUBLIC OFFERING OF DOUBLECLICK JAPAN On April 25th, 2001, DoubleClick's consolidated subsidiary, DoubleClick Japan, completed its initial public offering of common stock on the Nasdaq Japan Market, issuing 23,456 shares at approximately $1,236 per share. DoubleClick Japan's net proceeds, after deducting underwriting discounts, commissions and direct offering costs, were approximately $25.4 million. As a result of this offering, DoubleClick's ownership interest in DoubleClick Japan decreased from 43.2% to 38.2%. DoubleClick recorded a $16.6 million increase in minority interest, reduced the carrying amount of the goodwill associated with its acquisition of DoubleClick Japan by $1.6 million and recognized a gain of approximately $7.2 million, which represented the incremental increase in consolidated net equity related to its proportionate share of the proceeds from DoubleClick Japan's stock offering. Pursuant to Accounting Principles Board Opinion No. 23, no deferred taxes have been recorded related to this gain as it is considered permanently reinvested in DoubleClick Japan. This gain has been included in "Gain on equity transactions of affiliates, net" in the consolidated statements of operations. NOTE 6 - GOODWILL IMPAIRMENT The persistence of unfavorable economic conditions led DoubleClick management to undertake a review of the recoverability of certain of its investments in the third quarter of 2001. As a result of significantly lower-than-expected revenues generated to date and considerably reduced estimates of future performance, management concluded that its investments in @plan and Flashbase were impaired. Accordingly, DoubleClick recognized an approximately $63.3 million impairment charge equal to the difference between its investments in and the estimated fair value of these entities in the third quarter of 2001. Of this amount, approximately $53.3 million related to @plan and $10.0 million related to Flashbase. In the second quarter of 2001, management reviewed the recoverability of its investments in @plan and Flashbase. As @plan had only been acquired in February of 2001, management believed that it did not, at that time, have enough operational experience with this investment to determine that it was impaired. In connection with the restructuring activities undertaken in the beginning of 2001, DoubleClick reorganized its sweepstakes offering with the expectation that Flashbase would, through the improved visibility of its product line and a streamlined cost structure, continue to represent a viable component of its business despite lower-than-expected revenues generated to date. As of the end of the second quarter of 2001, management did not believe, given the reorganization and Flashbase's budgeted forecasts, that this investment was impaired. At the end of the third quarter, as this investment's results mirrored general economic trends and fell well short of projections, the decision was ultimately made to devote resources away from the sweepstakes offering and towards more profitable lines of business. It was at this time that management concluded its investment in Flashbase was impaired. The amount of the goodwill impairment was calculated based on discounted analyses of these entities' expected future cash flows, which were no longer deemed adequate to support the value of the goodwill associated with these investments. In both cases, sharply-reduced estimates of anticipated revenue growth and operating results, triggered primarily by the continued softness in aggregate on-line advertising spending, generated correspondingly lowered expectations of future cash flows and formed the basis for the recording of the charge in the third quarter of 2001. 12 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) These entities' expected future cash flows and terminal values are based on management's budgeted forecasts and estimates. In its calculation to determine the impairment charge for its investment in @plan, DoubleClick used a discount rate of 15% and assumed a remaining useful life of 2.5 years, which represented the remaining useful life of the goodwill associated with this investment. In its calculation to determine the impairment charge for Flashbase, DoubleClick used a discount rate of 15% and a useful life of 1.75 years, which represented the remaining useful life of the goodwill associated with this investment. NOTE 7 - NON-CASH COMPENSATION Non-cash compensation consists primarily of the additional consideration payable to certain former shareholders of DoubleClick Scandinavia. Additional shares of DoubleClick common stock were to be contingently issuable in March 2002 based upon the continued employment of the former shareholders and the attainment of specific revenue objectives for the for the year ended December 31, 2001. In May 2001, DoubleClick agreed to pay the former shareholders approximately $18.0 million in DoubleClick common stock, which was equal to the minimum consideration they were entitled to receive under the terms of the original agreement. As of March 31, 2001, DoubleClick had accrued approximately $7.5 million in compensation expense related to these payments. The remaining unexpensed portion of the contingent consideration, approximately $10.5 million, has been charged to earnings and included in "Sales and marketing" in the consolidated statements of operations. NOTE 8 - CONVERTIBLE SUBORDINATED NOTES In the third quarter of 2001, DoubleClick repurchased $20.3 million of its outstanding 4.75% Convertible Subordinated Notes for approximately $13.6 million in cash. DoubleClick wrote off approximately $0.3 million in deferred issuance costs and recognized an extraordinary gain of approximately $3.6 million, net of taxes of approximately $2.8 million,as the result of the early retirement of this debt. NOTE 9 - STOCKHOLDERS' EQUITY On September 17, 2001, DoubleClick announced that its Board of Directors authorized a stock repurchase program that will permit the repurchase of up to $100 million of outstanding DoubleClick common stock over a one-year period. In the third quarter of 2001, DoubleClick purchased 765,000 shares of its common stock at an average price of $5.84 per share. Pursuant to underwriting agreement dated February 17, 2000, DoubleClick completed a public offering of 7,500,000 shares of its common stock, of which DoubleClick sold 5,733,411 shares and certain stockholders sold 1,766,589 shares. DoubleClick's net proceeds were approximately $502.9 million, after deducting underwriting discounts, commissions and offering expenses. In January 2000, DoubleClick effected a two-for-one stock split in the form of a 100 percent stock dividend, which was approved for shareholders of record as of December 31, 1999. NOTE 10 - RESTRUCTURING AND OTHER CHARGES 2000 Restructuring In December 2000, management took certain actions to reduce employee headcount in order to better align its sales, development and administrative organization. This involved the involuntary terminations of approximately 180 employees. As a consequence, DoubleClick recorded a $2.4 million charge to operations during the fourth quarter of 2000 related to payments for severance as well as the costs of outplacement services and the provision of continued benefits to terminated personnel. As of September 30, 2001, all of the $2.4 million charge had been paid. 2001 Restructuring 13 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) In March 2001 management took additional steps to further increase operational efficiencies and bring costs in line with revenues. These measures included the involuntary terminations of approximately 230 employees, primarily from DoubleClick's Media operations, as well as the consolidation of some of its leased office space and the closure of several of its offices. As a result, DoubleClick recorded a $29.1million charge to operations during the first quarter of 2001. This charge included approximately $3.7 million for severance-related payments to terminated employees, approximately $9.3 million for the accrual of future lease costs (net of estimated sublease income and deferred rent liabilities previously recorded), approximately $15.2 million for the write-off of fixed assets situated in office locations that were closed or consolidated, and approximately $0.9 million in other exit costs. These fixed asset impairments arose primarily from the write-off of the carrying values of leasehold improvements in offices that were abandoned as part of the restructuring activities. In connection with the restructuring initiatives begun in March 2001, DoubleClick recorded additional provisions totaling $1.6 million in the second quarter of 2001. This charge included estimated costs of approximately $182,000 for severance costs associated with a further work force reduction of 15 employees, approximately $629,000 in additional fixed asset write-offs, and approximately $440,000 thousand in consulting and professional fees related to the restructuring activities and approximately $396,000 in personnel-related costs associated with the decision to move the TechSolutions customer support department from New York to Colorado. As part of its ongoing restructuring activities, DoubleClick recorded restructuring provisions totaling $5.3million in the third quarter of 2001. These measures included the involuntary terminations of approximately 170 employees, primarily from DoubleClick's TechSolutions division. This charge included estimated costs of approximately $3.1 million for severance costs associated with this additional work force reduction, approximately $1.6 million in future lease costs, and approximately $0.6 million in other exit costs. Of the $35.9 million charge recorded in 2001, approximately $7.8 million and $2.7 million remain accrued in "Accrued expenses and other current liabilities" and "Long-term obligations and notes", respectively, as of September 30, 2001. DoubleClick expects to pay the remainder of the severance-related costs in fiscal 2001.
Fixed asset Future Other write- lease exit Severance off costs costs Total ------------------------------------------------------------ 2000 restructuring Balance at January 1, 2001 $ 1,172 $ -- $ -- $ -- $ 1,172 Cash expenditures (1,172) -- -- -- (1,172) Non-cash charges -- -- -- -- -- ------- -------- ------- ------- -------- Balance at June 30, 2001 $ -- $ -- $ -- $ -- $ -- ======= ======== ======= ======= ======== 2001 restructuring Restructuring charge $ 6,920 $ 15,798 $10,864 $ 2,357 $ 35,939 Cash expenditures (6,272) -- (3,960) (1,196) (11,428) Reversal of deferred rent liability -- -- 2,409 -- 2,409 Non-cash charges -- (15,798) -- (615) (16,413) ------- -------- ------- ------- -------- Balance at September 30, 2001 $ 648 $ -- $ 9,313 $ 546 $ 10,507 ======= ======== ======= ======= ========
14 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) NOTE 11 - INTEREST AND OTHER, NET The following summarizes the components of interest and other, net
Three months ended Nine months ended September 30, September 30, --------------------- -------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Interest income $10,167 $14,472 $34,684 $40,369 Interest expense (3,225) (3,027) (9,690) (8,999) Return Path write-down -- -- (4,500) -- AltaVista contract termination fees -- 5,000 -- 5,000 Other 70 (173) (1,545) (1,485) ------- ------- ------- ------- $ 7,012 $16,272 $18,949 $34,885 ======= ======= ======= =======
NOTE 12 - SEGMENT REPORTING DoubleClick is organized into three segments: Technology, Media and Data. Revenues and gross profit by segment are as follows:
Three months ended September 30, 2001 Three months ended September 30, 2000 Technology Media Data Total Technology Media Data Total ---------- ----- ---- ----- ---------- ----- ---- ----- Revenue $48,533 $22,249 $24,130 $94,912 $53,493 $64,264 $24,020 $141,777 Intersegment elimination (1,858) -- (361) (2,219) (6,541) -- (67) (6,608) ------- ------- ------- ------- ------- ------- ------- -------- Revenue from external customers $46,675 $22,249 $23,769 $92,693 $46,952 $64,264 $23,953 $135,169 ======= ======= ======= ======= ======= ======= ======= ======== Segment gross profit $29,309 $ 6,289 $17,334 $52,932 $38,798 $21,089 $18,066 $ 77,953 ======= ======= ======= ======= ======= ======= ======= ======== Research consulting fees (127) -- ------- -------- Consolidated gross profit $52,805 $ 77,953 ======= ========
15 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited)
Nine months ended September 30, 2001 Nine months ended September 30, 2000 Technology Media Data Total Technology Media Data Total ---------- ----- ---- ----- ---------- ----- ---- ----- Revenue $155,249 $102,142 $61,683 $319,074 $141,921 $193,443 $54,538 $389,902 Intersegment elimination (8,997) -- (579) (9,576) (16,523) -- (67) (16,590) -------- -------- ------- -------- -------- -------- ------- -------- Revenue from external customers $146,252 $102,142 $61,104 $309,498 $125,398 $193,443 $54,471 $373,312 ======== ======== ======= ======== ======== ======== ======= ======== Segment gross profit $ 99,199 $ 32,956 $40,880 $173,035 $100,886 $ 65,260 $37,934 $204,080 ======== ======== ======= ======== ======== ======== ======= ======== Research consulting fees (157) -- -------- -------- Consolidated gross profit $172,878 $204,080 ======== ========
The accounting policies of DoubleClick's segments are the same as those described in the summary of significant accounting policies. Intersegment revenues, which relate primarily to DART and Data transfer fees and the research consulting fees charged by Diameter, are valued at approximately the same rates charged to external customers. DART and Data transfer fees are recognized as revenue by TechSolutions and Data, respectively, and as costs of revenue by DoubleClick's other business units in the computation of segment gross profit. Correspondingly, these transfer fees have no net impact on the determination of consolidated gross profit. The revenues generated from intersegment research consulting services are included as a component of Data's gross profit and are classified as operating expenses of DoubleClick's other business units. All such intersegment amounts are eliminated in the consolidated statements of operations. NOTE 13 - COMPREHENSIVE LOSS Comprehensive loss consists of net loss, unrealized gains and losses on marketable securities and foreign currency translation adjustments. Comprehensive loss was $98.8 million and $8.0 million for the three months ended September 30, 2001 and 2000, respectively. For the nine months ended September 30, 2001 and 2000, comprehensive loss was $197.7 million and $49.3 million, respectively. NOTE 14 - CONTINGENCIES Several civil litigations related to DoubleClick's online data collection practices are currently pending against DoubleClick. These proceedings seek remedies, including damages, of an indeterminable nature and amount, and allege variously that DoubleClick has unlawfully obtained and used customers' personal information. DoubleClick vigorously contests these allegations. On March 28, 2001, all federal data collection cases against DoubleClick were dismissed by Judge Buchwald in the Southern District of New York. The plantiffs have noticed their appeals to the Second Circuit Court of Appeals. Several proceedings remain pending in state court. In addition, beginning in May 2001, a number of substantially identical class action complaints alleging violations of federal securities laws in connection with DoubleClick's initial public offering were filed in the United States District Court for the Southern District of New York naming as defendents DoubleClick, certain of its officers and directors and certain underwriters of DoubleClick's initial public offering. These cases are in their early stages; however, DoubleClick intends to dispute these allegations and defend these lawsuits vigorously. There have been a number of political, legislative, regulatory and other developments relating to online data collection that have received widespread media attention. These developments may negatively affect the outcomes of related legal proceedings and encourage the commencement of additional similar proceedings. Additionally, DoubleClick received a letter from the Federal Trade Commission ("FTC"), dated February 8, 2000, in which the FTC notified DoubleClick that they were conducting an inquiry into DoubleClick's business practices to determine whether, in collecting and maintaining information concerning Internet users, DoubleClick engaged in unfair or deceptive practices. In January 2001, the FTC closed its inquiry into DoubleClick's ad serving and data collection practices without recommending any further action. In addition, DoubleClick's ad serving and data collection practices are also the subject of inquiries by the attorneys general of several states. DoubleClick is cooperating fully with all such inquiries by the various states. DoubleClick may receive additional regulatory inquiries and intends to cooperate fully. It is impossible to predict the outcome of such events on pending litigation or the results of the litigation itself, all of which may have a material adverse effect on DoubleClick's business, financial condition and results of operations. Determinations of liability against other companies that are defendants in similar actions, even if such rulings are not final, could adversely affect the legal proceedings against DoubleClick and its affiliates and could encourage an increase in the number of such claims. DoubleClick believes that, notwithstanding the quality of defenses available, it is possible that our financial condition and results of operations could be materially adversely effected by the ultimate outcome of the pending litigation. As of September 30, 2001, no provision has been made for any damages that may result upon the resolution of these uncertainties as the loss or range of loss cannot be reasonably estimated. NOTE 15 - RECENT DEVELOPMENTS On June 1, 2001, DoubleClick announced the signing of an agreement, which was amended and restated on October 10, 2001, to acquire MessageMedia, Inc., a provider of permission-based, email marketing and messaging solutions. In the transaction, which will be accounted for as a purchase, DoubleClick will acquire all the outstanding shares, options and warrants of MessageMedia in exchange for 1,000,000 shares of DoubleClick common stock. All outstanding options and warrants to acquire shares of MessageMedia common stock will be assumed by 16 DOUBLECLICK INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (Unaudited) DoubleClick and converted into options and warrants to acquire DoubleClick common stock. In addition, DoubleClick has agreed to provide $1.5 million in bridge financing to satisfy MessageMedia's ongoing operating requirements. This transaction is subject to customary closing conditions, including MessageMedia shareholder approval. DoubleClick anticipates that this merger will be consummated prior to January 9, 2002. On November 13, 2001, DoubleClick announced that it had entered into an agreement to sell its European media business to AdLINK Internet Media AG ("AdLINK"). Under the terms of the pending transaction, AdLINK would acquire the Company's European media business for a value of $27.6 million in cash plus the assumption of certain liabilities associated with the Company's European media business. In addition, DoubleClick will receive reimbursement from AdLINK for certain restructuring costs to be incurred. The Company also entered into an option agreement with United Internet AG ("United Internet"), AdLINK's largest shareholder, under which United Internet would have the option to sell 15% of AdLINK's shares to the Company in exchange for $32.1 million. When this option is exercised, the Company will then have an option, exercisable under certain conditions, to acquire an additional 21% of AdLINK's shares from United Internet at no additional cost. In addition, DoubleClick will be represented on the AdLINK Board at the close of this transaction. The transaction is subject to approval of AdLINK shareholders and is expected to close in the first quarter of 2002. 17 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations DOUBLECLICK INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of the financial condition and results of operations of DoubleClick contains forward-looking statements relating to future events and the future performance of DoubleClick within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Stockholders are cautioned that such statements involve risks and uncertainties. DoubleClick's actual results and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this report and in DoubleClick's other public filings with the Securities and Exchange Commission. It is routine for internal projections and expectations to change as the year or each quarter in the year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we may not inform you if they do. Our company policy is generally to provide our expectations only once per quarter, but we may choose to not update that information until the next quarter even if circumstances change. OVERVIEW We are a leading provider of products and services that enable publishers, advertisers, direct markets and merchants to market to consumers in the digital world. We offer a broad range of media, technology, data and research products and services to our customers to allow them to address all facets of the digital marketing process, from pre-campaign, to execution, measurement and campaign refinements. Combining media, data and technological expertise, our products and services help our customers optimize their advertising and marketing campaigns on the Internet and through other media. Our service and product offerings are grouped into three segments: o DoubleClick Technology Solutions ("Technology" or "TechSolutions"); o DoubleClick Media ("Media"); and o DoubleClick Data ("Data"); RECENT ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." SFAS No. 141 establishes new standards for accounting and reporting requirements for business combinations and requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Use of the pooling of interests method is prohibited. SFAS No. 142 establishes new standards for goodwill acquired in a business combination, eliminates the amortization of goodwill and sets forth methods to periodically evaluate goodwill for impairment. Intangible assets with a determinable useful life will continue to be amortized over that life. SFAS No. 141 and SFAS No. 142 are effective for business combinations completed after June 30, 2001. DoubleClick will adopt these statements on January 1, 2002; however, as noted above, certain provisions of these new standards may also apply to any acquisitions concluded subsequent to June 30, 2001. Management is in the process of evaluating the effect that the adoption of the provisions of SFAS No. 142 will have on DoubleClick's results of operations and financial position. BUSINESS COMBINATIONS On April 23, 2001, DoubleClick competed its acquisition of FloNetwork Inc. ("FloNetwork"), a privately-held provider of email technology services. In the transaction, which has been accounted for as a purchase, DoubleClick acquired all of the outstanding shares, option and warrants of FloNetwork in exchange for $17.1 million in cash, approximately 2,800,000 shares of DoubleClick common stock valued at $30.7 million and stock options and warrants to acquire DoubleClick common stock valued at $3.8 million. The aggregate purchase price of $52.7 million, which includes approximately $1.1 million of direct acquisition costs, has been allocated to the assets 18 acquired and the liabilities assumed according to their fair values at the date of acquisition. On the basis of fair value appraisals, approximately $4.3 million of the purchase price has been allocated to acquired technology, $2.2 million to customer lists and $1.3 million to purchased in-process research and development. The amounts allocated to customer lists and acquired technology are being amortized on a straight-line basis over 2 and 3 years, respectively. The amounts attributed to in-process research and development projects have been charged to operations as they had not reached technological feasibility as of the date of acquisition and were determined to have no alternative future uses. DoubleClick has also recorded approximately $45.0 million in goodwill, which represents the remainder of the excess of the purchase price over the fair value of net assets acquired. This goodwill is being amortized on a straight-line basis over three years. In accordance with SFAS No. 142, DoubleClick will cease to amortize this goodwill when the statement is applied in its entirety in 2002. On February 2, 2001, DoubleClick completed its acquisition of @plan.inc ("@plan"), a leading provider of online market research planning systems. In the transaction, which has been accounted for as a purchase, DoubleClick acquired all of the outstanding shares, options and warrants of @plan in exchange for $39.1 million in cash, approximately 3,200,000 shares of DoubleClick common stock valued at $48.7 million, and stock options and warrants to acquire DoubleClick common stock valued at approximately $15.7 million. The aggregate purchase price of $104.3 million, which includes approximately $0.8 million of direct acquisition costs, has been allocated to the assets acquired and the liabilities assumed based on their respective fair values at the date of acquisition. DoubleClick has recorded approximately $79.1 million in goodwill, which represents the excess of the purchase price over the fair value of net assets acquired. This goodwill is being amortized on a straight-line basis over three years. In accordance with SFAS No. 142, DoubleClick will cease to amortize this goodwill when the statement is applied in its entirety in 2002. On June 1, 2001, DoubleClick announced the signing of an agreement, which was amended and restated on October 10, 2001, to acquire MessageMedia, Inc., a provider of permission-based, email marketing and messaging solutions. In the transaction, which will be accounted for as a purchase, DoubleClick will acquire all the outstanding shares, options and warrants of MessageMedia in exchange for approximately 1,000,000 shares of DoubleClick common stock. All outstanding options and warrants to acquire shares of MessageMedia common stock will be assumed by DoubleClick and converted into options and warrants to acquire DoubleClick common stock. In addition, DoubleClick agreed to provide $1.5 million in bridge financing to satisfy MessageMedia's ongoing operating requirements. This transaction is subject to customary closing conditions, including MessageMedia stockholder approval. DoubleClick anticipates that this merger will be consummated prior to January 9, 2002. On November 13, 2001, DoubleClick announced that it had entered into an agreement to sell its European media business to AdLINK Internet Media AG ("AdLINK"). Under the terms of the pending transaction, AdLINK would acquire the Company's European media business for a value of $27.6 million in cash plus the assumption of certain liabilities associated with the Company's European media business. In addition, DoubleClick will receive reimbursement from AdLINK for certain restructuring costs to be incurred. The Company also entered into an option agreement with United Internet AG ("United Internet"), AdLINK's largest shareholder, under which United Internet would have the option to sell 15% of AdLINK's shares to the Company in exchange for $32.1 million. When this option is exercised, the Company will then have an option, exercisable under certain conditions, to acquire an additional 21% of AdLINK's shares from United Internet at no additional cost. In addition, DoubleClick will be represented on the AdLINK Board at the close of this transaction. The transaction is subject to approval of AdLINK shareholders and is expected to close in the first quarter of 2002. THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2000
Three months ended September 30, 2001 Three months ended September 30, 2000 Technology Media Data Total Technology Media Data Total ---------- ----- ---- ----- ---------- ----- ---- ----- Revenue $48,533 $22,249 $24,130 $94,912 $53,493 $64,264 $24,020 $141,777 Intersegment elimination (1,858) - (361) (2,219) (6,541) - (67) (6,608) ------- ------- ------- ------- ------- ------- ------- -------- Revenue from external customers $46,675 $22,249 $23,769 $92,693 $46,952 $64,264 $23,953 $135,169 ======= ======= ======= ======= ======= ======= ======= ========
19 Segment gross profit $29,309 $ 6,289 $17,334 $52,932 $38,798 $21,089 $18,066 $77,953 ======= ======= ======= ======= ======= ======= ======= ======== Research con- sulting fees (127) - ------- -------- Consolidated gross profit $52,805 $77,953 ======= ========
DoubleClick TechSolutions DoubleClick TechSolutions revenue is derived primarily from sales of our DART, AdServer and email technology services. DoubleClick TechSolutions cost of revenue includes costs associated with the delivery of advertisements, including Internet access costs, depreciation of the ad and email delivery systems, facilities, and personnel-related costs incurred to operate and support our ad and email delivery products. DoubleClick TechSolutions revenue decreased 9.3% to $48.5 million for the three months ended September 30, 2001 from $53.5 million for the three months ended September 30, 2000. DoubleClick TechSolutions gross margin was 60.4% for the three months ended September 30, 2001 and 72.5% for the three months ended September 30, 2000. The decrease in TechSolutions revenue was primarily attributable to general economic concerns and continuing weakness of aggregate on-line advertising spending that affected DoubleClick Media results. These trends exerted increasing downward pressure on TechSolutions ad delivery revenues, which was partially offset by volume increases associated with its email delivery systems. The decrease in DoubleClick Media revenue reflected in large part the decline in overall online advertising spending. In response to the continued deterioration of general economic conditions, many companies, particularly Internet-related companies, have significantly scaled back their advertising and marketing budgets, which has had a correspondingly negative impact on aggregate online advertising spending. While it is impossible to determine the duration or severity of this downturn, we do not expect substantive growth in DoubleClick Media revenue to occur until economic concerns subside and the Internet advertising industry achieves a more meaningful balance between supply and demand for advertising inventory. To the extent that the TechSolutions and Media divisions are interrelated, we expect those factors to have a similar, but less severe, impact on TechSolutions revenue for at least the remainder of 2001. The decline in gross margin resulted primarily from higher fixed costs associated with ad and email delivery hardware and a decrease in the fee charged to DoubleClick Media for the provision of technology support. DoubleClick Media DoubleClick Media revenue is derived primarily from the sale and delivery of advertising impressions through third-party Web sites comprising the worldwide DoubleClick Media networks. DoubleClick Media cost of revenue consists primarily of service fees paid to Web publishers for impressions delivered on our worldwide networks, the costs of ad delivery and technology support provided by DoubleClick TechSolutions. Revenue for DoubleClick Media decreased 65.5% to $22.2 million for the three months ended September 30, 2001 from $64.3 million for the three months ended September 30, 2000. DoubleClick Media gross margin was 28.2% for the three months ended September 30, 2001 and 32.8% for the three months ended September 30, 2000. The decrease in DoubleClick Media revenue reflected in large part the decline in overall online advertising spending. In response to the continued deterioration of general economic conditions, many companies, particularly Internet-related companies, have significantly scaled back their advertising and marketing budgets, which has had a correspondingly negative impact on aggregate online advertising spending. While it is impossible to determine the duration or severity of this downturn, we do not expect substantive growth in DoubleClick Media revenue to occur until economic concerns subside and the Internet advertising industry achieves a more meaningful balance between supply and demand for advertising inventory. DoubleClick Media revenue also decreased due to a reduction in the number of advertising impressions delivered to users of the AltaVista Web site. Gross margin decreased due to increased levels of price competition and increases in the amount of unsold inventory, which diluted the effective price of delivered advertising impressions. This decrease was partially offset by lower average site fees remitted to publishers and a reduction in the cost of technology support provided by DoubleClick TechSolutions. 20 DoubleClick Media revenue derived from advertising impressions delivered to users of the AltaVista Web site was $0.1 million, or 0.5% of DoubleClick Media revenue for the three months ended September 30, 2001, compared to $7.6 million, or 11.8% of revenue for the three months ended September 30, 2000. Because of specific contractual terms unique to AltaVista, we recognize revenue from sales commissions, billing and collection fees and DART service fees derived from the sale and delivery of ads on the AltaVista Web site and associated services. On August 7, 2000, we announced a restructuring of our Advertising Services Agreement with AltaVista ("New Agreement"). Pursuant to the New Agreement, AltaVista assumed lead ad sales responsibility for domestic advertisers in the first quarter of 2001, and will assume lead ad sales responsibility for international advertisers by December 2001, subject to AltaVista's right to assume lead responsibility sooner in certain international markets. After AltaVista assumes lead ad responsibility in a market, DoubleClick will have the right to sell ads on the AltaVista Web sites in that market on a non-exclusive basis, as part of DoubleClick's worldwide ad networks, through December 31, 2004. In addition, under the New Agreement, the DART for Publishers Service will serve ads on AltaVista's Web sites through December 31, 2004 with the ads required to be served through the DART for Publishers Service declining in each year of the agreement, subject to certain minimums. The DART for Advertisers Service will serve the majority of AltaVista'a online advertising campaigns through December 2004. As a result of the New Agreement, DoubleClick Media expects that its revenues and related cash flows derived from advertising impressions delivered to users of the AltaVista Web site will continue to decline as the agreement's provisions are implemented. On November 13, 2001, DoubleClick entered into an agreement to sell its European media business to AdLINK Internet Media AG. DoubleClick estimates that, excluding its European media business media revenues would have been approximately $17 million and $54 million for the three months ended September 30, 2001 and 2000, respectively. On a similar basis, DoubleClick's gross profit would have been approximately $5 million and $17 million for the three months ended September 30, 2001 and 2000, respectively. DoubleClick anticipates decreases in the absolute dollar amounts of both revenues and gross profits subsequent to the consummation of this transaction in the first quarter of 2002. DoubleClick Data DoubleClick Data revenue has historically been derived primarily from its Abacus division, which provides services such as prospecting lists, housefile scoring, list optimization, and marketing research services to the direct and online marketing industry. Following the acquisition of @plan in February 2001, we created Diameter, a separate research division within DoubleClick Data designed to offer market research analysis tools that provide advertisers, brand marketers and e-businesses with analyses of online advertising campaigns, consumer behavior and purchasing patterns. Diameter's revenue is derived primarily from the sale of annual subscriptions to its market research systems and market research consulting. DoubleClick Data cost of revenue includes expenses associated with creating, maintaining and updating the Abacus and Diameter databases as well as the technical infrastructure to produce our products and services. DoubleClick Data revenue was essentially unchanged at $24.1 million for the three months ended September 30, 2001 compared with $24.0 million for the three months ended September 30, 2000. Gross margin declined from 75.2% for the three months ended September 30, 2000 to 71.8% for the three months ended September 30, 2001. These results reflected a slight decrease in revenues generated by our Abacus division, which was more than offset by the impact of the acquisition of @plan. The decline in gross margin was due primarily to higher fixed costs associated with DoubleClick Data's data collection as well as the amortization of acquired email lists. As Abacus' results generally mirror that of the direct marketing industry in general, the continued deterioration of general economic conditions could cause a decrease in overall consumer spending and have a correspondingly negative impact on DoubleClick Data results. OPERATING EXPENSES Sales and marketing Sales and marketing expenses consist primarily of compensation and related benefits, sales commissions, general marketing costs, advertising, bad debt expense, and other operating expenses associated with the sales and marketing departments. Sales and marketing expenses were $40.8 million, or 44.0% of revenue for the three months ended September 30, 2001 and $60.9 million, or 45.1% of revenue for the three months ended September 30, 2000. The decrease in sales and marketing expense was primarily attributable to reductions in personnel-related costs and marketing expenditures, coupled with the elimination of the non-cash compensation expense due to the former shareholders of DoubleClick Scandinavia as the result of the accelerated payment of their remaining contingent consideration in the second quarter of 2001. We expect sales and marketing expenses to continue to decrease in absolute dollars as the result of this reduction in non-cash compensation expense and the realization of increased 21 operational efficiencies from the ongoing headcount rationalizations undertaken as part of our restructuring activities in 2001. General and administrative General and administrative expenses consist primarily of compensation and related benefits, professional services fees and facility-related costs. General and administrative expenses were $16.4 million, or 17.7% of revenue for the three months ended September 30, 2001, and $20.8, or 15.4% of revenue for the three months ended September 30, 2000. The decrease in the absolute dollar amount of general and administrative expense was primarily the result of overall reductions in professional services fees, personnel-related costs and recruiting expenses. Decreased professional services fees resulted in part from a reduction in consulting fees associated with system conversion and integration. We expect general and administrative fees to continue to decline in absolute dollars due to restructuring-related cost savings and decreases in other general operating costs. Product development Product development expenses consist primarily of compensation and related benefits, consulting fees, and other operating expenses associated with the product development departments. To date, all product development costs have been expensed as incurred. Product development expenses were $14.0 million, or 15.1% of revenue for the three months ended September 30, 2001 and $12.2 million, or 9.0% of revenue for the three months ended September 30, 2000. The increase in product development expenses were primarily the result of growth-related increases in compensation and related benefits for product development personnel, which were partially offset by reductions in professional fees and recruiting costs. Although we will continue to concentrate on the efficient allocation of our personnel resources and reduce our reliance on external consultants, we believe that on-going investment in product development is critical to the attainment of our strategic objectives and, as a result, expect product development expenses to remain relatively constant in absolute dollars. Amortization of intangible assets Amortization of intangible assets consists primarily of goodwill amortization. Amortization expense was $16.4 million for the three months ended September 30, 2001 and $14.1 million for the three months ended September 30, 2000. The increase was primarily the result of the amortization of goodwill associated with our acquisitions of @plan, DoubleClick Japan and FloNetwork, partially offset by reductions in amortization expense related to DoubleClick Scandinavia and DoubleClick Iberoamerica as the result of their impairment write-downs in the fourth quarter of 2000. Goodwill impairment As noted above, the persistence of unfavorable economic conditions led DoubleClick management to undertake a review of the recoverability of certain of its investments in the third quarter of 2001. As a result of significantly lower-than-expected revenues generated to date and considerably reduced estimates of future performance, management concluded that that its investments in @plan and Flashbase were impaired. Accordingly, DoubleClick recognized an approximately $63.3 million impairment charge equal to the difference between its investments in and the estimated fair value of these entities in the third quarter of 2001. Of this amount, approximately $53.3 million related to @plan and $10.0 million related to Flashbase. In the second quarter of 2001, management reviewed the recoverability of its investments in @plan and Flashbase. As @plan had only been acquired in February of 2001, management believed that it did not, at that time, have enough operational experience with this investment to determine that it was impaired. In connection with the restructuring activities undertaken in the beginning of 2001, DoubleClick reorganized its sweepstakes offering with the expectation that Flashbase would, through the improved visibility of its product line and a streamlined cost structure, continue to represent a viable component of its business despite lower-than-expected revenues generated to date. As of the end of the second quarter of 2001, management did not believe, given the reorganization and Flashbase's budgeted forecasts, that this investment was impaired. At the end of the 22 third quarter, as this investment's results mirrored general economic trends and fell well short of projections, the decision was ultimately made to devote resources away from the sweepstakes offering and towards more profitable lines of business. It was at this time that management concluded its investment in Flashbase was impaired. The amount of the goodwill impairment was calculated based on discounted analyses of these entities' expected future cash flows, which were no longer deemed adequate to support the value of the goodwill associated with these investments. In both cases, sharply-reduced estimates of anticipated revenue growth and operating results, triggered primarily by the continued softness in aggregate on-line advertising spending, generated correspondingly lowered expectations of future cash flows and formed the basis for the recording of the charge in the third quarter of 2001. These entities' expected future cash flows and terminal values are based on management's budgeted forecasts and estimates. To the extent that these entities' results fall short of DoubleClick's revised projections, additional impairment charges could be incurred. DoubleClick incurred no impairment charges for the three months ended September 30, 2000. DoubleClick continues to evaluate its acquired intangible assets for evidence of impairment. If economic conditions continue to deteriorate and/or our investments do not perform in line with expectations, additional impairment charges related to our acquired intangible assets could be recorded in future periods. Restructuring and other charges As part of its ongoing restructuring activities, DoubleClick recorded additional provisions totaling approximately $5.3 million in the third quarter of 2001. These measures included the involuntary terminations of approximately 170 employees, primarily from our TechSolutions division. This charge included estimated costs of approximately $3.1 million for severance costs associated with this additional work force reduction, approximately $1.6 million in future lease costs, and approximately $0.6 million in other exit costs. DoubleClick expects to achieve annualized savings of approximately $27 million in personnel- and facility-related expenses as result of the restructuring initiatives undertaken in 2001. A majority of these reductions will be realized in cash savings and are expected to primarily impact sales and marketing and general and administrative expenses. DoubleClick began to recognize the full effect of these cost saving in the second quarter of 2001. Of the remaining $10.5million in cash outlays related to the 2001 restructuring activities, we expect to pay approximately $3.2 million in the remainder of 2001, approximately $4.9 million in 2002 and approximately $2.4 million in 2003 and the years thereafter. We anticipate that these outlays will be funded from available sources of liquidity. However, there can be no assurance that such cost reductions can be sustained or that the estimated costs of such actions will not change. We incurred no restructuring charges for the three months ended September 30, 2000. We are continuing to review our operational performance and anticipate incurring additional restructuring charges in the fourth quarter of 2001, principally related to further headcount reductions. Loss from operations Our operating loss was $103.4 million for the three months ended September 30, 2001 and $30.0 million for the three months ended September 30, 2000. The increase in operating loss was primarily attributable to the decrease in revenues, the occurrence of certain non-recurring charges, including goodwill impairment and restructuring charges, and the increase in the amortization of intangible assets discussed above. We plan to continue to grow and expand portions of our business and therefore anticipate that we may incur future losses from operations. We continue to focus on productivity and will manage our headcount accordingly as our business conditions require. Equity in (losses) earnings of affiliates Equity in losses of affiliates was $0.6 million for the three months ended September 30, 2001. Equity in earnings of affiliates was $0.4 million for the three months ended September 30, 2000. The equity in earnings for the three months ended September 30, 2000 was primarily related to DoubleClick's proportionate share of the gain recognized by ValueClick following the initial public offering of its consolidated subsidiary, ValueClick Japan. Following our impairment write-down of the goodwill related to our investment in ValueClick in the fourth quarter of 2000, amortization expense associated with this investment decreased from $2.9 million for the three months ended September 30, 2000 to $0.2 million for the three months ended September 30, 2001. 23 Gain on the equity transactions of affiliates, net In the third quarter of 2000, DoubleClick contributed its wholly-owned subsidiary, NetGravity Japan, to its affiliate DoubleClick Japan in return for an additional 27% ownership interest in DoubleClick Japan. This simultaneous transfer and acquisition was treated as a partial sale of DoubleClick's interest in NetGravity and a step acquisition of an additional equity interest in DoubleClick Japan. Full reverse acquisition accounting was applied and a $20.7 million gain recognized to the extent that NetGravity Japan was deemed sold to the minority shareholders of DoubleClick Japan. There was no such activity for the three months ended September 30, 2000. We expect to recognize additional losses associated with the dilution of our ownership interest in ValueClick as the result of this company's merger with Mediaplex in October 2001. Although we cannot assess their likelihood, we would also expect to recognize losses related to our investment in ValueClick to the extent that the former shareholders of Bach Systems, Inc., a company ValueClick acquired in the first quarter of 2001, achieve defined performance objectives and are entitled to receive additional shares of common stock pursuant to the terms of the purchase agreement between the two companies. Impairment of equity investment In response to the prolonged downturn of the economy in general, and the continued weakness in aggregate online advertising spending in particular, DoubleClick management undertook a review of the recoverability of certain of its investments in the third quarter of 2001. Noting the continued fall in the price of ValueClick stock, management determined that its investment in ValueClick was impaired. Consequently, DoubleClick wrote down its investment in ValueClick and recognized an impairment charge of approximately $11.7 million, which represented the difference between DoubleClick's carrying value and the estimated fair value of its investment in ValueClick. There were no such charges incurred for the three months ended September 30, 2000. Write-down of warrant In the third quarter of 2000, DoubleClick management determined that the remaining exercise period of its warrant to purchase approximately 10.8 million additional common shares of ValueClick was not a sufficient period to allow for the price of ValueClick common stock to move above the warrant's strike price. The application of an option pricing model confirmed that the estimated fair value of the ValueClick warrant was negligible. As a result, DoubleClick wrote off the entire value of the warrant and recognized an impairment charge of approximately $18.7 million. There were no such charges incurred for the three months ended September 30, 2001. Interest and other, net Interest and other, net was $7.0 million for the three months ended September 30, 2001 and $16.3 million for the three months ended September 30, 2000. Interest and other, net included $10.2 million of interest income for the three months ended September 30, 2001, partially offset by $3.2 million in interest expense. For the three months ended September 30, 2000, Interest and other, net included $14.5 million in interest income and income of approximately $5.0 million related to contract termination fees associated with the restructuring of our Advertising Services Agreement with AltaVista in fiscal 2000. These amounts were partially offset by interest expense of $3.0 million. The decrease in interest income was primarily attributable to decreases in the average quarterly balances of our investments in marketable securities and decreases in average investment yields due to declines in interest rates. Interest and other, net in future periods may fluctuate in correlation with the average cash, investment and debt balances we maintain and as a result of changes in the market rate of our investments. Income taxes The benefit for income taxes for the three month period ended September 30, 2001 relates principally to the recognition of current year tax losses offsetting the tax provision recorded with regard to the early extinguishment of debt. This benefit is net of taxes recorded on foreign operations and state and local taxes. The net benefit for income taxes does not reflect the recognition of other historical tax losses due to limitations and uncertainty surrounding our prospective realization of the benefit. The provision for income taxes for the three month period ended September 30, 2000 relates primarily to taxes on the earnings of certain of our foreign subsidiaries offset by a change in estimated tax refunds receivable. 24 Extraordinary gain on the extinguishment of debt In the third quarter of 2001, DoubleClick repurchased $20.3 million of its outstanding 4.75% Convertible Subordinated Notes for approximately $13.6 million in cash. DoubleClick wrote off approximately $0.3 million in deferred issuance costs and recognized an extraordinary gain of approximately $3.6 million, net of taxes of approximately $2.8 million, as the result of the early retirement of this debt. There were no such extraordinary items for the three months ended September 30, 2000. NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000
Nine months ended September 30, 2001 Nine months ended September 30, 2000 Technology Media Data Total Technology Media Data Total ---------- ----- ---- ----- ---------- ----- ---- ---- Revenue $155,249 $102,142 $61,683 $319,074 $141,921 $193,443 $54,538 $389,902 Intersegment elimination (8,997) - (579) (9,576) (16,523) - (67) (16,590) --------- --------- ------- -------- -------- -------- ------- -------- Revenue from external customers $146,252 $102,142 $61,104 $309,498 $125,398 $193,443 $54,471 $373,312 ========= ========= ======= ======== ======== ======== ======= ======== Segment gross profit $ 99,199 $ 32,956 $40,880 $173,035 $100,886 $ 65,260 $37,934 $204,080 ========= ========= ======= ======== ======== ======== ======= ======== Research con- sulting fees (157) - -------- -------- Consolidated gross profit $172,878 $204,080 ======== ========
DoubleClick TechSolutions DoubleClick TechSolutions revenue increased 9.4% to $155.2 million for the nine months ended September 30, 2001 from $141.9 million for the nine months ended September 30, 2000. DoubleClick TechSolutions gross margin was 63.9% for the nine months ended September 30, 2001 and 71.2% for the nine months ended September 30, 2000. The increase in TechSolutions revenue was primarily attributable to an increased volume of impressions delivered to existing clients coupled with volume increases associated with its email delivery services. However, the general economic concerns and the continuing weakness of aggregate on-line advertising spending that affected DoubleClick Media results exerted increasing downward pressure on TechSolutions ad delivery revenues. The decrease in DoubleClick Media revenue reflected in large part the decline in overall online advertising spending. In response to the continued deterioration of general economic conditions, many companies, particularly Internet- 25 related companies, have significantly scaled back their advertising and marketing budgets, which has had a correspondingly negative impact on aggregate online advertising spending. While it is impossible to determine the duration or severity of this downturn, we do not expect substantive growth in DoubleClick Media revenue to occur until economic concerns subside and the Internet advertising industry achieves a more meaningful balance between supply and demand for advertising inventory. To the extent that the TechSolutions and Media divisions are interrelated, we expect those factors to have a similar, but less severe, impact on TechSolutions revenue for at least the remainder of 2001. The decline in gross margin resulted primarily from higher fixed costs associated with ad and email delivery hardware and a decrease in the fee charged to DoubleClick Media for the provision of technology support. DoubleClick Media Revenue for DoubleClick Media decreased 47.2% to $102.1 million for the nine months ended September 30, 2001 from $193.4 million for the nine months ended September 30, 2000. DoubleClick Media gross margin was 32.3% for the nine months ended September 30, 2001 and 33.7% for the nine months ended September 30, 2000. The decrease in DoubleClick Media revenue reflected in large part the decline in overall online advertising spending. In response to the continued deterioration of general economic conditions, many companies, particularly Internet-related companies, have significantly scaled back their advertising and marketing budgets, which has had a correspondingly negative impact on aggregate online advertising spending. While it is impossible to determine the duration or severity of this downturn, we do not expect substantive growth in DoubleClick Media revenue to occur until economic concerns subside and the Internet advertising industry achieves a more meaningful balance between supply and demand for advertising inventory. DoubleClick Media revenue also decreased due to a reduction in the number of advertising impressions delivered to users of the AltaVista Web site. Gross margin decreased due to increased levels of price competition and increases in the amount of unsold inventory, which diluted the effective price of delivered advertising impressions. This decrease was partially offset by lower average site fees remitted to publishers and a reduction in the cost of technology support provided by DoubleClick TechSolutions. DoubleClick Media revenue derived from advertising impressions delivered to users of the AltaVista Web site was $8.0 million, or 7.8% of DoubleClick Media revenue for the nine months ended September 30, 2001, compared to $23.2 million, or 12.0% of revenue for the six months ended September 30, 2000. On November 13, 2001, DoubleClick entered into an agreement to sell its European media business to AdLINK Internet Media AG. Excluding its European media business media revenues would have been approximately $80 million and $156 million for the nine months ended September 30, 2001 and 2000, respectively. On a similar basis, DoubleClick's gross profit would have been approximately $24 million and $52 million for the nine months ended September 30, 2001 and 2000, respectively. DoubleClick anticipates decreases in the absolute dollar amounts of both revenues and gross profits subsequent to the consummation of this transaction in the first quarter of 2002. DoubleClick Data DoubleClick Data revenue increased 13.2% to $61.7 million for the nine months ended September 30, 2001 from $54.5 million for the nine months ended September 30, 2000. Gross margin declined from 69.6% for the nine months ended September 30, 2000 to 66.3% for the nine months ended September 30, 2001. The increase in DoubleClick Data revenue reflected the impact of the acquisition of @plan as well as the growth in Abacus' B2B alliance. The decline in gross margin was due primarily to higher fixed costs associated with DoubleClick Data's data collection as well as the amortization of acquired email lists. As Abacus' results generally mirror that of the direct marketing industry in general, the continued deterioration of general economic conditions could cause a decrease in overall consumer spending and have a correspondingly negative impact on DoubleClick Data results. OPERATING EXPENSES Sales and marketing Sales and marketing expenses consist primarily of compensation and related benefits, sales commissions, general marketing costs, advertising, bad debt expense, and other operating expenses associated with the sales and marketing departments. Sales and marketing expenses were $148.2 million, or 47.9% of revenue for the nine months ended September 30, 2001 and $166.4 million, or 44.6% of revenue for the nine months ended September 30, 2000. The decrease in sales and marketing expense was primarily attributable to reductions in personnel-related costs and marketing expenditures, coupled with the elimination of the non-cash compensation expense due to the former shareholders of DoubleClick Scandinavia as the result of the accelerated payment of their remaining 26 contingent consideration in the second quarter of 2001. We expect sales and marketing expenses to continue to decrease in absolute dollars as the result of this reduction in non-cash compensation expense and the realization of increased operational efficiencies from the ongoing headcount rationalizations undertaken as part of our restructuring activities in 2001. General and administrative General and administrative expenses consist primarily of compensation and related benefits, professional services fees and facility-related costs. General and administrative expenses were $52.8 million, or 17.1% of revenue for the nine months ended September 30, 2001 and $63.8 million, or 17.1% of revenue for the nine months ended September 30, 2000. The decrease in the absolute dollar amount of general and administrative expense was primarily the result of overall reductions in professional services fees, personnel-related costs and recruiting expenses. Decreased professional services fees resulted in part from a reduction in consulting fees associated with system conversion and integration. We expect general and administrative fees to continue to decline in absolute dollars due to restructuring-related cost savings and decreases in other general operating costs. Product development Product development consist primarily of compensation and related benefits, consulting fees, and other operating expenses associated with the product development departments. To date, all product development costs have been expensed as incurred. Product development expenses were $42.5 million, or 13.7% of revenue for the nine months ended September 30, 2001 and $33.0 million, or 8.8% of revenues for the nine months ended September 30, 2000. The increase in product development expenses were primarily the result of growth-related increases in compensation and related benefits for product development personnel, which were partially offset by reductions in professional fees and recruiting costs. Although we will continue to concentrate on the efficient allocation of our personnel resources and reduce our reliance on external consultants, we believe that on-going investment in product development is critical to the attainment of our strategic objectives and, as a result, expect product development expenses to remain relatively constant in absolute dollars. Amortization of intangible assets Amortization of intangible assets consists primarily of goodwill amortization. Amortization expense was $42.4 million for the nine months ended September 30, 2001 and $32.6 million for the nine months ended September 30, 2000. The increase was primarily the result of the amortization of goodwill associated with our acquisitions of @plan, DoubleClick Japan and FloNetwork, partially offset by reductions in amortization expense related to DoubleClick Scandinavia and DoubleClick Iberoamerica as the result of their impairment write-downs in the fourth quarter of 2000. Goodwill impairment As noted above, the persistence of unfavorable economic conditions led DoubleClick management to undertake a review of the recoverability of certain of its investments in the third quarter of 2001. As a result of significantly lower-than-expected revenues generated to date and considerably reduced estimates of future performance, management concluded that its investments in @plan and Flashbase were impaired. Accordingly, DoubleClick recognized an approximately $63.3 million impairment charge equal to the difference between its investments in and the estimated fair value of these entities in the third quarter of 2001. Of this amount, approximately $53.3 million related to @plan and $10.0 million related to Flashbase. In the second quarter of 2001, management reviewed the recoverability of its investments in @plan and Flashbase. As @plan had only been acquired in February of 2001, management believed that it did not, at that time, have enough operational experience with this investment to determine that it was impaired. In connection with the restructuring activities undertaken in the beginning of 2001, DoubleClick reorganized its sweepstakes offering with the expectation that Flashbase would, through the improved visibility of its product line 27 and a streamlined cost structure, continue to represent a viable component of its business despite lower-than-expected revenues generated to date. As of the end of the second quarter of 2001, management did not believe, given the reorganization and Flashbase's budgeted forecasts, that this investment was impaired. At the end of the third quarter, as this investment's results mirrored general economic trends and fell well short of projections, the decision was ultimately made to devote resources away from the sweepstakes offering and towards more profitable lines of business. It was at this time that management concluded its investment in Flashbase was impaired. The amount of the goodwill impairment was calculated based on discounted analyses of these entities' expected future cash flows, which were no longer deemed adequate to support the value of the goodwill associated with these investments. In both cases, sharply-reduced estimates of anticipated revenue growth and operating results, triggered primarily by the continued softness in aggregate on-line advertising spending, generated correspondingly lowered expectations of future cash flows and formed the basis for the recording of the charge in the third quarter of 2001. These entities' expected future cash flows and terminal values are based on management's budgeted forecasts and estimates. To the extent that these entities' results fall short of DoubleClick's revised projections, additional impairment charges could be incurred. DoubleClick incurred no such impairment charges for the nine months ended September 30, 2000. DoubleClick continues to evaluate its acquired intangible assets for evidence of impairment. If economic conditions continue to deteriorate and/or our investments do not perform in line with expectations, additional impairment charges related to our acquired intangible assets could be recorded in future periods. Purchased in-process research and development In connection with our acquisition of FloNetwork in April, 2000, $1.3 million of the purchase price was allocated to in-process research and development projects and charged to operations as the projects had not reached technological feasibility as of the date of acquisition and were determined to have no alternative future uses. DoubleClick incurred no such charges for the nine months ended September 30, 2000. Restructuring and other charges In the first three quarters of 2001, our management took certain actions to further increase operational efficiencies and bring costs in line with revenues. These measures included the involuntary terminations of approximately 415 employees, primarily from our Media and TechSolutions divisions, as well as the consolidation of some of our leased office space and the closure of several of our offices. As a consequence, we recorded a $35.9 million charge to operations during the nine months of 2001. This charge included approximately $6.9 million for severance-related payments to terminated employees, approximately $10.9 million for the accrual of future lease costs (net of estimated sublease income and deferred rent liabilities previously recorded), approximately $15.8 million for the write-off of fixed assets situated in office locations that were closed or consolidated, and approximately $2.3 million in other exit costs, which included consulting and professional fees related to the restructuring activities and expenses associated with the decision to move the TechSolutions customer support department from New York to Colorado. DoubleClick expects to achieve annualized savings of approximately $27 million in personnel- and facility-related expenses as result of the restructuring initiatives undertaken in 2001. A majority of these reductions will be realized in cash savings and are expected to primarily impact sales and marketing and general and administrative expenses. DoubleClick began to recognize the full effect of these cost saving in the second quarter of 2001. Of the remaining $10.5 million in cash outlays related to the 2001 restructuring activities, we expect to pay approximately $3.2 million in the remainder of 2001, approximately $4.9 million in 2002 and approximately $2.4 million in 2003 and the years thereafter. We anticipate that these outlays will be funded from available sources of liquidity, However, there can be no assurance that such cost reductions can be sustained or that the estimated costs of such actions will not change. We incurred no restructuring charges for the nine months ended September 30, 2000. We are continuing to review our operational performance and anticipate incurring additional restructuring charges in the fourth quarter of 2001, principally related to further headcount reductions. Loss from operations 28 Our operating loss was $213.4 million for the nine months ended September 30, 2001 and $91.7 million for the nine months ended September 30, 2000. The increase in operating loss was primarily attributable to the decrease in revenues, the incurrence of certain non-recurring charges, including goodwill impairment and restructuring charges, and the increase in the amortization of intangible assets discussed above. We plan to continue to grow and expand portions of our business and therefore anticipate that we may incur future losses from operations. We continue to focus on productivity and will manage our headcount accordingly as our business conditions require. Equity in losses of affiliates Equity in losses of affiliates was $2.6 million for the nine months September 30, 2001 and $4.4 million for the nine months ended September 30, 2000. Included in equity in losses of affiliates for the nine months ended September 30, 2000 was $3.8 million of non-recurring income related to DoubleClick's proportionate share of the gain recognized by ValueClick following the initial public offering of its consolidated subsidiary, ValueClick Japan. The decrease in equity in losses of affiliates was primarily the result of a reduction in the amount of amortization expense associated with our investment in ValueClick. Following our impairment write-down of the goodwill related to our investment in ValueClick in the fourth quarter of 2000, amortization expense associated with this investment decreased from $7.0 million for the nine months ended September 30, 2000 to $0.7 million for the nine months ended September 30, 2001. Gain on the equity transactions of affiliates, net For the nine months ended September 30, 2001, we recognized a gain of approximately $7.2 million from the initial public offering of our consolidated subsidiary DoubleClick Japan, which was partially offset by a loss of approximately $5.3 million related to the decrease in value of our proportionate share of the net assets of our equity-method investee ValueClick following the consummation of business combinations with ClickAgents.com. For the nine months ended September 30, 2000, we recognized an approximately $8.9 million gain related to the increase in the value of our investment as the result of ValueClick's initial public offering and an approximately $20.7 million gain through partial sale our interest in NetGravity to the minority shareholders of DoubleClick Japan. We expect to recognize additional losses associated with the dilution of our ownership interest in ValueClick as the result of this company's merger with Mediaplex in October 2001. Although we cannot assess their likelihood, we would also expect to recognize losses related to our investment in ValueClick to the extent that the former shareholders of Bach Systems, Inc., a company ValueClick acquired in the first quarter of 2001, achieve defined performance objectives and are entitled to receive additional shares of common stock pursuant to the terms of the purchase agreement between the two companies. Impairment of equity investment In response to the prolonged downturn of the economy in general, and the continued weakness in aggregate online advertising spending in particular, DoubleClick management undertook a review of the recoverability of certain of its investments in the third quarter of 2001. Noting the continued fall in the price of ValueClick stock, management determined that its investment in ValueClick was impaired. Consequently, DoubleClick wrote down its investment in ValueClick and recognized an impairment charge of approximately $11.7 million, which represented the difference between DoubleClick's carrying value and the estimated fair value of its investment in ValueClick. There were no such charges incurred for the nine months ended September 30, 2000. Write-down of warrant In the third quarter of 2000, DoubleClick management determined that the remaining exercise period of its warrant to purchase approximately 10.8 million additional common shares of ValueClick was not a sufficient period to allow for the price of ValueClick common stock to move above the warrant's strike price. The application of an option pricing model confirmed that the estimated fair value of the ValueClick warrant was negligible. As a result, DoubleClick wrote off the entire value of the warrant and recognized an impairment charge of approximately $18.7 million. There were no such charges incurred for the nine months ended September 30, 2001. 29 Interest and other, net Interest and other, net was $18.9 million for the nine months ended September 30, 2001 and $34.9 million for the nine months ended September 30, 2000. Interest and other, net included $34.7 million of interest income for the nine months ended September 30, 2001, partially offset by $9.7 million in interest expense and a $4.5 million impairment charge related to the write-off of our investment in our cost-method investee Return Path. For the nine months ended September 30, 2000, Interest and other, net included $40.4 million in interest income and income of approximately $5.0 million related to contract termination fees associated with the restructuring of our Advertising Services Agreement with AltaVista in fiscal 2000. These amounts were partially offset by interest expense of $6.0 million. The decrease in interest income was primarily attributable to decreases in the average quarterly balances of our investments in marketable securities and decreases in average investment yields due to declines in interest rates. Interest and other, net in future periods may fluctuate in correlation with the average cash, investment and debt balances we maintain and as a result of changes in the market rate of our investments. Income taxes The provision for income taxes does not reflect the benefit of our historical losses due to limitations and uncertainty surrounding our prospective realization of the benefit. The provision for income taxes recorded for the nine months ended September 30, 2001 relates to taxes on the earnings of certain of our foreign subsidiaries. For the nine months ended September 30, 2000, the provision for income taxes primarily relates to taxes on the earnings of certain of our foreign subsidiaries and a change in estimated tax refunds receivable. Extraordinary gain on the extinguishment of debt In the third quarter of 2001, DoubleClick repurchased $20.3 million of its outstanding 4.75% Convertible Subordinated Notes for approximately $13.6 million in cash. DoubleClick wrote off approximately $0.3 million in deferred issuance costs and recognized an extraordinary gain of approximately $3.6 million, net of taxes of approximately $2.8 million, as the result of the early retirement of this debt. There were no such extraordinary items for the nine months ended September 30, 2000. Liquidity and capital resources Since inception we have financed our operations primarily through private placements of equity securities and public offerings of our common stock and Convertible Subordinated Notes. Operating activities used $18.0 million for the nine months ended September 30, 2001 and generated $31.6 million for the nine months ended September 30, 2000. The decrease in cash provided by operating activities resulted from an increase in net loss, excluding non-cash items, and decreases in accounts payable and accrued liabilities, partially offset by decreases in accounts receivable. Investing activities used $2.0 million for the nine months ended September 30, 2001 and $509.6 million for the nine months ended September 30, 2000. Cash used in investing activities for the nine months ended September 30, 2001 resulted primarily from purchases of equipment and the acquisition of business and intangible assets, partially offset by the maturity of some of our investments in marketable securities. Cash used in investing activities for the nine months ended September 30, 2000 resulted principally from the investment of the proceeds of our common stock issuance in marketable securities, but also consisted of purchases of equipment and the acquisition of business and intangible assets. Net cash provided by financing activities was $15.3 million for the nine months ended September 30, 2001 and $557.7 million for the nine months ended September 30, 2000. Cash generated by financing activities for the nine months ended September 30, 2001 resulted primarily from the initial public offering of our consolidated subsidiary DoubleClick Japan and the proceeds from the exercise of stock options, partially offset by cash payments for debt and stock repurchases. For the nine months ended September 30, 2000, cash generated by financing activities consisted chiefly of the net proceeds of our public offering of common stock. As of September 30, 2001, we had $185.9 million in cash and cash equivalents and $592.6 million in investments in marketable securities. As of September 30, 2001, our principal commitments consisted of our Convertible Subordinated Notes and our obligations under operating and capital leases. Although we have no material commitments for capital expenditures, we continue to anticipate that our capital expenditures and lease commitments will be a material use of our cash resources consistent with the levels of our operations, infrastructure and personnel. In September 2001, our Board of Directors authorized a stock repurchase plan that will permit the 30 repurchase of up to $100 million of DoubleClick common stock over a one-year period. DoubleClick purchased 765,000 shares of its common stock at an average price of $5.84 per share during the quarter ended September 30, 2001. Pursuant to an underwriting agreement dated February 17, 2000, we completed a public offering of 7,500,000 shares of our common stock, of which we sold 5,733,411 shares and certain stockholders sold 1,766,589 shares. Our net proceeds were approximately $502.9 million after deducting underwriting discounts, commissions and offering expenses. We believe that our existing cash and cash equivalents and investments in marketable securities will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. ITEM 3. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK Interest rate risk The primary objective of our investment activities is to preserve capital while at the same time maximizing yields without significantly increasing risk. To achieve this objective, we maintain our portfolio of cash equivalents and marketable securities in a variety of government and corporate obligations and money market funds. As of September 30, 2001, our investments in marketable securities had a weighted-average time to maturity of approximately 233 days. The following table presents the amounts of our financial instruments that are subject to interest rate risk by expected maturity and average interest rates as of September 30, 2001.
Time to maturity -------------------------------------------------------------- One year One to Two to Greater than or less two years four years four years Fair value ------- --------- ---------- ---------- ---------- Cash and cash equivalents $185,932 - - - $185,932 Average interest rate 1.98% Fixed-rate investments in marketable securities $379,512 $213,038 - - $592,550 Average interest rate 6.17% 4.60% Convertible Subordinated Notes - - - $229,700 $157,482 Average interest rate 4.75%
We did not hold derivative financial instruments as of September 30, 2001 and have never held these instruments in the past. Foreign currency risk We transact business in a variety of foreign countries and are thus subject to exposure from adverse movements in foreign currency exchange rates. This exposure is primarily related to revenue and operating expenses denominated in European and Asian currencies. The effect of foreign exchange fluctuations on our operations for the nine months ended September 30, 2001 was not material. We do not use derivative financial instruments to hedge operating activities denominated in foreign currencies. We assess the need to utilize such instruments to hedge currency exposures on an ongoing basis. As of September 30, 2001, we had $50.6 million in cash and cash equivalents denominated in foreign currencies. The introduction of the euro has not had a material impact on how we conduct business and we do not anticipate any changes in how we conduct business as the result of increased price transparency. Our international business is subject to risks typical of an international business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange volatility. Accordingly, our future results could be materially and adversely affected by changes in these or other factors. 31 RISK FACTORS An investment in our company involves a high degree of risk. You should carefully consider the risks below, together with the other information contained in this report, before you decide to invest in our company. If any of the following risks actually occur, our business, results of operations and financial condition could be harmed, the trading price of our common stock could decline, and you could lose all or part of your investment. Risks Relating to DoubleClick and its Business DoubleClick has a limited operating history and its future financial results may fluctuate, which may cause its stock price to decline. DoubleClick was incorporated in January 1996 and has a limited operating history. An investor in DoubleClick's common stock must consider the risks and difficulties frequently encountered by companies in new and rapidly evolving industries, including the digital marketing industry. DoubleClick's risks include: o ability to sustain historical revenue growth rates; o ability to manage DoubleClick's operations; o competition; o attracting, retaining and motivating qualified personnel; o maintaining DoubleClick's current and developing new, strategic relationships with Web publishers; o ability to anticipate and adapt to the changing Internet advertising and direct marketing industries; o ability to develop and introduce new products and services, and continue to develop and upgrade technology; o attracting and retaining a large number of advertisers from a variety of industries; and o relying on the DoubleClick networks. DoubleClick also depends on the use of the Internet for advertising and as a communications medium, the demand for advertising services in general, and on general economic conditions. DoubleClick cannot assure you that DoubleClick's business strategy will be successful or that DoubleClick will successfully address these risks. If DoubleClick is unsuccessful in addressing these risks, DoubleClick's revenues may decline or may not grow in accordance with its business model and may fall short of expectations of market analysts and investors, which could negatively affect the price of DoubleClick's stock. DoubleClick has a history of losses and anticipates continued losses. DoubleClick has incurred net losses each year since inception, including net losses of $156.0 million and $55.8 million for the years ended December 31, 2000 and 1999, respectively. For the nine months ended September 30, 2001, DoubleClick incurred a net loss of $201.8 million and, as of September 30, 2001, DoubleClick's accumulated deficit was $484.5 million. DoubleClick has not achieved profitability on an annual basis and expects to incur operating losses in the future. DoubleClick expects to continue to incur significant operating and capital expenditures and, as a result, DoubleClick will need to generate significant revenue to achieve and maintain profitability. DoubleClick cannot assure you that it will generate sufficient revenue to achieve or sustain profitability. Even if DoubleClick does achieve profitability, it cannot assure you that it can sustain or increase profitability on a quarterly or annual basis in the future. If revenue does not meet DoubleClick's expectations, or if operating expenses exceed what DoubleClick anticipates or cannot be reduced accordingly, DoubleClick's business, 32 results of operations and financial condition will be materially and adversely affected. DoubleClick derives a significant portion of its revenue from advertisements and advertising services, which revenues tend to be cyclical and dependent on the economic prospects of advertisers and the economy in general. A continued decrease in expenditures by advertisers or a downturn in the economy could cause DoubleClick's revenues to decline significantly in any given period. DoubleClick derives, and expects to continue to derive for the foreseeable future, a large portion of its revenue from advertisements it delivers to Web sites on its DoubleClick networks and from the technologies and services it provides to Web publishers, advertisers and agencies. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions as well as budgeting and buying patterns. The overall market for advertising, including Internet advertising, has been characterized in recent quarters by increasing softness of demand, lower prices for advertisements, the reduction or cancellation of advertising contracts, an increased risk of uncollectible receivables from advertisers and the reduction of marketing and advertising budgets, especially by Internet-related companies. As a result of these reductions, advertising spending across traditional media, as well as the Internet, has decreased. DoubleClick cannot assure you that further reductions will not occur. In an environment where the supply of advertising inventory exceeds advertisers' demand, the price of advertising on the Internet tends to fall. This situation adversely affects the revenue outlook for DoubleClick Media. Under these circumstances, Web publishers tend to remove ad space from their Web sites in an effort to correct the supply-demand imbalance; other publishers may cut back on their Web presence or go out of business. Faced with smaller budgets, advertisers and ad agencies purchase less advertising inventory and tend not to experiment with newer advertising media, like the Internet. As a consequence of both actions, the number of ad impressions delivered by DoubleClick TechSolutions may grow more slowly or decline. Since revenues for DoubleClick TechSolutions are generated from the number of ad impressions delivered, a slowdown in growth or a decline would adversely affect its revenues. Similar pressures are faced by DoubleClick Data and DoubleClick's businesses outside of the United States. DoubleClick cannot assure you that further reductions in advertising spending will not occur. DoubleClick also cannot assure you that if economic conditions improve, marketing budgets and advertising spending will increase from current levels. A continued decline in the economic prospects of advertisers or the economy in general could alter current or prospective advertisers' spending priorities or increase the time it takes to close a sale with a customer. As a result, DoubleClick's revenues from advertisements and advertising services may decline significantly in any given period. DoubleClick does not always maintain long-term agreements with its customers and may be unable to retain customers, attract new customers or replace departing customers with customers that can provide comparable revenues. Many of DoubleClick's contracts with its customers are short-term. DoubleClick cannot assure you that its customers will remain associated with the DoubleClick networks or continue to use DoubleClick's products and services, or that DoubleClick will be able to replace in a timely or effective manner departing customers with new customers that generate comparable revenues. Further, DoubleClick cannot assure you that its customers will continue to generate consistent amounts of revenues over time. DoubleClick's failure to develop and sustain long-term relationships with its customers would materially and adversely affect DoubleClick's results of operations. DoubleClick's customers continue to experience business conditions that could adversely affect DoubleClick's business. DoubleClick's customers, in particular Internet-related companies, have experienced and may continue to experience difficulty raising capital and supporting their current operations and implementing their business plans, or may be anticipating such difficulties and, therefore, may elect to scale back the resources they devote to advertising in general and DoubleClick's offerings in particular. Many other companies in the Internet industry have depleted their available capital and could cease operations or file for bankruptcy protection. These customers may not be able to discharge their payment and other obligations to DoubleClick. The non-payment or late payment of amounts due to DoubleClick from its customers could negatively impact DoubleClick's financial condition. If the 33 current environment for Internet advertising and for Internet-related companies does not improve, DoubleClick's business, results of operations and financial condition could be materially adversely affected. The rapid expansion of DoubleClick's products and services, industry shifts and other changes have strained its managerial, operational, financial and information system resources. In recent years, DoubleClick has had to respond to significant changes in its industry. As a result, DoubleClick has experienced rapid expansion of product and service offerings, industry shifts and other changes that have increased the complexity of DoubleClick's business and placed considerable demands on DoubleClick's managerial, operational and financial resources. DoubleClick continues to increase the scope of its product and service offerings both domestically and internationally and to deploy DoubleClick's resources in accordance with changing business conditions and opportunities. To continue to successfully implement DoubleClick's business plan in DoubleClick's rapidly changing industry requires effective planning and management processes. DoubleClick expects that it will need to continue to improve its financial and managerial controls and reporting systems and procedures and will need to continue to train and manage its workforce. DoubleClick cannot assure you that management will be effective in attracting and retaining qualified personnel, integrating acquired businesses or otherwise responding to new business conditions. DoubleClick also cannot assure you that its information systems, procedures or controls will be adequate to support DoubleClick's operations or that DoubleClick's management will be able to achieve the rapid execution necessary to offer DoubleClick's products and services and implement DoubleClick's business plan successfully. DoubleClick's inability to effectively respond to changing business conditions could materially and adversely affect DoubleClick's business, financial condition and results of operations. DoubleClick's business model is unproven, and DoubleClick may not be able to generate profits from many of its products and services. A significant part of DoubleClick's business model is to generate revenue by providing digital marketing solutions to advertisers, ad agencies and Web publishers. The profit potential for DoubleClick's business model has not yet been proven, and DoubleClick has not yet achieved full-year profitability. The profitability of DoubleClick's business model is subject to external and internal factors. Any single factor or combination of factors could limit the profit potential, long term and short term, of DoubleClick's business model. Like other businesses in the advertising and marketing sector, DoubleClick's revenue outlook is sensitive to downturns in the economy followed by declines in advertisers' marketing budgets. The profit potential of DoubleClick's business model is also subject to the acceptance of its products and services by marketers, advertisers, ad agencies and publishers. Digital marketing remains a new discipline. Intensive marketing and sales efforts may be necessary to educate prospective customers regarding the uses and benefits of, and to generate demand for, DoubleClick's products and services. Enterprises may be reluctant or slow to adopt a new approach that may replace existing techniques, or may feel that DoubleClick's offerings fall short of their needs. If these outcomes occur, it would have an adverse effect on the profit potential of DoubleClick's business model. Internal factors also influence the profit potential of DoubleClick's business model. In order to be profitable, DoubleClick's revenue must exceed the expense incurred by DoubleClick to run its technology infrastructure, research and development, sales and marketing, and all other operations. However, DoubleClick cannot assure you that the expenses associated with even the most efficient operation of its business will yield profits, or that DoubleClick will be able to manage its business for optimal efficiency and cost containment. The failure of DoubleClick to achieve these results would adversely affect the profit potential of DoubleClick's business model. Disruption of DoubleClick's services due to unanticipated problems or failures could harm DoubleClick's business. DoubleClick's DART technology resides in DoubleClick's data centers in New York City, New Jersey, Virginia, California and Colorado, and in Europe, Asia and Latin America. Continuing and uninterrupted performance of DoubleClick's technology is critical to DoubleClick's success. Customers may become dissatisfied by any system failure that interrupts DoubleClick's ability to provide DoubleClick's services to them, including failures affecting DoubleClick's ability to deliver advertisements without significant delay to the viewer. Sustained or repeated system failures would reduce the attractiveness of DoubleClick's solutions to its customers and result in 34 contract terminations, fee rebates and makegoods, thereby reducing revenue. Slower response time or system failures may also result from straining the capacity of DoubleClick's technology due to an increase in the volume of advertising delivered through DoubleClick's servers. To the extent that DoubleClick does not effectively address any capacity constraints or system failures, DoubleClick's business, results of operations and financial condition could be materially and adversely affected. DoubleClick's operations are dependent on DoubleClick's ability to protect DoubleClick's computer systems against damage from fire, power loss, water damage, telecommunications failures, vandalism and other malicious acts, and similar unexpected adverse events. In addition, interruptions in DoubleClick's solutions could result from the failure of DoubleClick's telecommunications providers to provide the necessary data communications capacity in the time frame DoubleClick requires. Unanticipated problems affecting DoubleClick's systems have from time to time in the past caused, and in the future could cause, interruptions in the delivery of DoubleClick's solutions. DoubleClick's business, results of operations and financial condition could be materially and adversely affected by any damage or failure that interrupts, or delays or destroys DoubleClick's operations. Misappropriation of confidential information maintained by DoubleClick could harm DoubleClick's business and results of operations. DoubleClick currently retains highly confidential information of its customers in a secure database server. Although DoubleClick observes security measures throughout DoubleClick's operations, DoubleClick cannot assure you that it will be able to prevent unauthorized individuals from gaining access to this database server. Any unauthorized access to DoubleClick's servers, or abuse by DoubleClick's employees, could result in the theft of confidential customer information. If confidential customer information is compromised, DoubleClick could lose customers or become subject to litigation and its reputation could be harmed, any of which could materially and adversely affect DoubleClick's business and results of operations. Competition in Internet advertising, direct marketing and related products and services is intense, and DoubleClick may not be able to compete successfully. The market for digital marketing products and services is very competitive. DoubleClick expects this competition to continue because there are low barriers to entry. Also, industry consolidation may lead to stronger, better capitalized entities against which DoubleClick must compete. DoubleClick expects that it will encounter additional competition from new sources as DoubleClick expands its products and services offerings. DoubleClick believes that its ability to compete depends on many factors both within and beyond DoubleClick's control, including the following: o the features, performance, price and reliability of products and services offered either by DoubleClick or DoubleClick's competitors; o the launch timing and market success of products and services developed either by DoubleClick or DoubleClick's competitors; o DoubleClick's ability to adapt and scale its products and services, and to develop and introduce new products and services that respond to market needs; o DoubleClick's ability to adapt to evolving technology and industry standards; o DoubleClick's customer service and support efforts; o DoubleClick's sales and marketing efforts; and o the relative impact of general economic and industry conditions on either DoubleClick or DoubleClick's competitors. DoubleClick's divisions face competition from a variety of sources. DoubleClick TechSolutions competes 35 with providers of software and service bureau solutions for the delivery of Web ads and email for Web publishers and advertisers. DoubleClick Media competes with large Web publishers, Web portals, Internet advertising networks and providers of email list services. Abacus competes with direct mail and email list providers, and providers of information products and marketing research services to the direct marketing industry. Diameter competes with Web ratings companies, providers of Web advertising management, online research and consulting services and providers of syndicated market research in traditional publishing. DoubleClick also competes indirectly with others, such as providers of customer relationship management services, content aggregation companies, companies engaged in advertising sales networks, advertising agencies and other companies that facilitate digital marketing. Many of DoubleClick's existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than DoubleClick. These factors could allow them to compete more effectively than DoubleClick, including devoting greater resources to the development, promotion and sale of their products and services, engaging in more extensive research and development, undertaking more far-reaching marketing campaigns, adopting more aggressive pricing policies and making more attractive offers to existing and potential employees, strategic partners, advertisers, direct marketers and Web publishers. DoubleClick cannot assure you that its competitors will not develop products or services that are equal or superior to DoubleClick's solutions or that achieve greater acceptance than DoubleClick's solutions. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products or services to address the needs of DoubleClick's prospective advertising, ad agency and Web publisher customers. As a result, it is possible that new competitors may emerge and rapidly acquire significant market share. Increased competition may result in price reductions, reduced gross margins and loss of market share. DoubleClick cannot assure you that it will be able to compete successfully or that competitive pressures will not materially and adversely affect DoubleClick's business, results of operations or financial condition. DoubleClick's quarterly operating results are subject to significant fluctuations and you should not rely on them as an indication of future operating performance. DoubleClick's revenue and results of operations may fluctuate significantly in the future as a result of a variety of factors, many of which are beyond DoubleClick's control. These factors include: o advertiser, Web publisher and direct marketer demand for DoubleClick's solutions; o Internet user traffic levels; o number and size of ad units per page on DoubleClick's customers' Web sites; o pricing trends for advertising inventory on DoubleClick's networks, and for the portion payable to the Web publishers in DoubleClick's networks; o the introduction of new products or services by us or DoubleClick's competitors; o variations in the levels of capital, operating expenditures and other costs relating to DoubleClick's operations; o general seasonal and cyclical fluctuations; and o general industry and economic conditions. DoubleClick may not be able to adjust spending quickly enough to offset any unexpected revenue shortfall. DoubleClick's operating expenses include upgrading and enhancing DoubleClick's DART technology, expanding DoubleClick's product and service offerings, marketing and supporting DoubleClick's solutions, and supporting DoubleClick's sales and marketing operations. If DoubleClick has a shortfall in revenue in relation to its expenses, or if its expenses exceed revenue, then DoubleClick's business, results of operations and financial condition could be 36 materially and adversely affected. These results would likely affect the market price of DoubleClick's common stock in a manner which may be unrelated to DoubleClick's long-term operating performance. DoubleClick's business is subject to seasonal fluctuations. Advertisers generally place fewer advertisements during the first and third calendar quarters of each year, which directly affects the DoubleClick Media and DoubleClick TechSolutions businesses and the direct marketing industry generally mails substantially more marketing materials in the third calendar quarter, which directly affects the DoubleClick Data business. Further, Internet user traffic typically drops during the summer months, which reduces the amount of advertising to sell and deliver. As a result, DoubleClick believes that period-to-period comparisons of DoubleClick's results of operations may not be meaningful. You should not rely on past periods as indicators of future performance. It is possible that in some future periods DoubleClick's results of operations may be below the expectations of public market analysts and investors. In this event, the price of DoubleClick's common stock may fall. If DoubleClick is unable to continue to grow through acquisitions of or investments in other companies, its revenue may decline or fail to grow. DoubleClick's business has expanded rapidly in part as a result of acquisitions or investments in other companies, including the acquisitions of Abacus Direct, NetGravity, @plan and FloNetwork. On October 10, 2001 DoubleClick entered into an amended and restated merger agreement with MessageMedia, Inc. pursuant to which DoubleClick has agreed to acquire MessageMedia. This acquisition is expected to close in the fourth quarter of 2001. DoubleClick may seek to acquire or make investments in other complementary businesses, products, services or technologies as a means to grow its business. From time to time DoubleClick has had discussions with other companies regarding its acquiring, or investing in, their businesses, products, services or technologies. DoubleClick cannot assure you that it will be able to identify other suitable acquisition or investment candidates. Even if DoubleClick does identify suitable candidates, DoubleClick cannot assure you that it will be able to make other acquisitions or investments on commercially acceptable terms, if at all. Even if DoubleClick agrees to buy a company, DoubleClick cannot assure you that it will be successful in consummating the purchase. Reasons for failing to consummate a purchase could include DoubleClick's refusal to increase the agreed upon purchase price to match an offer made by a subsequent competing bidder. If DoubleClick is unable to continue to expand through acquisitions, its revenue may decline or fail to grow. DoubleClick may not manage the integration of acquired companies successfully or achieve desired results. As a part of DoubleClick's business strategy, DoubleClick could enter into a number of business combinations and acquisitions. Acquisitions are accompanied by a number of risks, including: o the difficulty of assimilating the operations and personnel of the acquired companies; o the potential disruption of the ongoing businesses and distraction of management of DoubleClick and the acquired companies; o the difficulty of incorporating acquired technology and rights into DoubleClick's products and services; o unanticipated expenses related to technology and other integration; o difficulties in maintaining uniform standards, controls, procedures and policies; o the impairment of relationships with employees and customers as a result of any integration of new management personnel; o the inability to develop new products and services that combine the knowledge and resources of DoubleClick and its acquired businesses or the failure for a demand to develop for the combined 37 companies' new products and services; o potential failure to achieve additional sales and enhance DoubleClick's customer base through cross-marketing of the combined company's products to new and existing customers; and o potential unknown liabilities associated with acquired businesses. DoubleClick may not succeed in addressing these risks or other problems encountered in connection with these business combinations and acquisitions. If so, these risks and problems could disrupt DoubleClick's ongoing business, distract DoubleClick's management and employees, increase DoubleClick's expenses and adversely affect DoubleClick's results of operations due to accounting requirements such as amortization of goodwill. Furthermore, DoubleClick may incur debt or issue equity securities to pay for any future acquisitions. The issuance of equity securities could be dilutive to DoubleClick's existing stockholders. DoubleClick depends on third-party Internet and telecommunications providers, over whom DoubleClick has no control, to operate DoubleClick's services. Interruptions in DoubleClick's services caused by one of these providers could have an adverse effect on revenue and securing alternate sources of these services could significantly increase expenses. DoubleClick depends heavily on several third-party providers of Internet and related telecommunication services, including hosting and co-location facilities, in operating DoubleClick's products and services. These companies may not continue to provide services to DoubleClick without disruptions in service, at the current cost or at all. The costs associated with any transition to a new service provider would be substantial, requiring DoubleClick to reengineer its computer systems and telecommunications infrastructure to accommodate a new service provider. This process would be both expensive and time-consuming. In addition, failure of DoubleClick's Internet and related telecommunications providers to provide the data communications capacity in the time frame required by DoubleClick could cause interruptions in the services DoubleClick provides. Unanticipated problems affecting DoubleClick's computer and telecommunications systems in the future could cause interruptions in the delivery of DoubleClick's services, causing a loss of revenue and potential loss of customers. DoubleClick is dependent on key personnel and on key employee retention and recruiting for DoubleClick's future success. DoubleClick's future success depends to a significant extent on the continued service of DoubleClick's key technical, sales and senior management personnel. DoubleClick does not have employment agreements with most of these executives and does not maintain key person life insurance on any of these executives. The loss of the services of one or more of DoubleClick's key employees could significantly delay or prevent the achievement of DoubleClick's product development and other business objectives, including acquisitions, and could harm DoubleClick's business. DoubleClick's future success also depends on DoubleClick's continuing ability to attract, retain and motivate highly skilled employees for key positions. There is competition for qualified employees in DoubleClick's industry. DoubleClick may be unable to retain DoubleClick's key employees or attract, assimilate or retain other highly qualified employees in the future. DoubleClick has from time to time in the past experienced, and DoubleClick expects to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If DoubleClick fails to adequately protect its intellectual property, DoubleClick could lose its intellectual property rights. DoubleClick's success and ability to effectively compete are substantially dependent on the protection of DoubleClick's proprietary technologies and DoubleClick's trademarks, which DoubleClick protects through a combination of patent, trademark, copyright, trade secret, unfair competition and contract law. DoubleClick cannot assure you that any of DoubleClick's proprietary rights will be viable or of value in the future. In September 1999, the U.S. Patent and Trademark Office issued to DoubleClick a patent that covers DoubleClick's DART technology. DoubleClick owns other patents, and has patent applications pending, for its technology. DoubleClick cannot assure you that patents applied for will be issued or that patents issued or acquired 38 by DoubleClick now or in the future will be valid and enforceable, or provide DoubleClick with any meaningful protection. DoubleClick also has rights in the trademarks that it uses to market DoubleClick's solutions. These trademarks include DOUBLECLICK(R), DART(R), DARTMAIL(R) and ABACUS(R). DoubleClick has applied to register DoubleClick's trademarks in the United States and internationally. DoubleClick cannot assure you that any of DoubleClick's current or future trademark applications will be approved. Even if they are approved, these trademarks may be successfully challenged by others or invalidated. If DoubleClick's trademark registrations are not approved because third parties own these trademarks, DoubleClick's use of these trademarks will be restricted unless DoubleClick enters into arrangements with these parties which may be unavailable on commercially reasonable terms, if at all. DoubleClick also enters into confidentiality, proprietary rights and license agreements, as appropriate, with DoubleClick's employees, consultants and business partners, and generally controls access to and distribution of DoubleClick's technologies, documentation and other proprietary information. Despite these efforts, DoubleClick cannot be certain that the steps DoubleClick takes to prevent unauthorized use of DoubleClick's proprietary rights are sufficient to prevent misappropriation of DoubleClick's solutions or technologies, particularly in foreign countries where laws or law enforcement practices may not protect DoubleClick's proprietary rights as fully as in the United States. In addition, DoubleClick cannot assure you that DoubleClick will be able to adequately enforce the contractual arrangements that it has entered into to protect DoubleClick's proprietary technologies. If DoubleClick loses its intellectual property rights, this could have a material and adverse impact on its business, financial condition and results of operations. If DoubleClick faces a claim of intellectual property infringement by a third party, DoubleClick may be liable for damages and be required to make changes to its technology or business. Third parties may assert infringement claims against DoubleClick, which could adversely affect DoubleClick's reputation and the value of DoubleClick's proprietary rights. From time to time DoubleClick has been, and DoubleClick expects to continue to be, subject to claims in the ordinary course of DoubleClick's business, including claims of alleged infringement of the patents, trademarks and other intellectual property rights of third parties by DoubleClick or DoubleClick's customers. In particular, DoubleClick does not conduct exhaustive patent searches to determine whether DoubleClick's technology infringes patents held by others. In addition, the protection of proprietary rights in Internet-related industries is inherently uncertain due to the rapidly evolving technological environment. As such, there may be numerous patent applications pending, many of which are confidential when filed, that provide for technologies similar to DoubleClick's. Third party infringement claims and any resultant litigation, should it occur, could subject DoubleClick to significant liability for damages, restrict DoubleClick from using DoubleClick's technology or operating its business generally, or require changes to be made to DoubleClick's technology. Even if DoubleClick prevails, litigation is time-consuming and expensive to defend and would result in the diversion of management's time and attention. Any claims from third parties may also result in limitations on DoubleClick's ability to use the intellectual property subject to these claims unless DoubleClick is able to enter into royalty, licensing or other similar agreements with the third parties asserting these claims. Such agreements, if required, may be unavailable on terms acceptable to DoubleClick, or at all. If DoubleClick is unable to enter into these types of agreements, DoubleClick would be required to either cease offering the subject product or change the technology underlying the applicable product. If a successful claim of infringement is brought against DoubleClick and DoubleClick fails to develop non-infringing technology or to license the infringed or similar technology on a timely basis, it could materially adversely affect DoubleClick's business, financial condition and results of operations. DoubleClick's business may be materially adversely affected by lawsuits related to privacy and DoubleClick's business practices. DoubleClick is a defendant in several pending lawsuits alleging, among other things, that DoubleClick unlawfully obtains and uses Internet users' personal information and that DoubleClick's use of cookies violates various laws. DoubleClick is the subject of an inquiry involving the attorneys general of several states relating to DoubleClick's practices in the collection, maintenance and use of information about, and DoubleClick's disclosure of 39 these information practices to, Internet users. DoubleClick may in the future receive additional regulatory inquiries and DoubleClick intends to cooperate fully. Class action litigation and regulatory inquiries of these types are often expensive and time consuming and their outcome is uncertain. DoubleClick cannot quantify the amount of monetary or human resources that DoubleClick will be required to use to defend itself in these proceedings. DoubleClick may need to spend significant amounts on its legal defense, senior management may be required to divert their attention from other portions of DoubleClick's business, new product launches may be deferred or canceled as a result of these proceedings, and DoubleClick may be required to make changes to DoubleClick's present and planned products or services, any of which could materially and adversely affect DoubleClick's business, financial condition and results of operations. If, as a result of any of these proceedings, a judgment is rendered or a decree is entered against DoubleClick, it may materially and adversely affect DoubleClick's business, financial condition and results of operations. DoubleClick's business depends in part on successful adaptation of its business to international markets, in which DoubleClick has limited experience. Failure to successfully manage the risks of international operations and sales and marketing efforts would harm DoubleClick's results of operations and financial condition. DoubleClick has operations in a number of countries. DoubleClick has limited experience in developing localized versions of DoubleClick's solutions and in marketing, selling and distributing DoubleClick's solutions internationally. DoubleClick sells its products and services through DoubleClick's directly and indirectly owned subsidiaries in Australia, the Benelux countries, Canada, France, Germany, Spain, Ireland, Italy, Scandinavia and the United Kingdom. DoubleClick also operates its media business through business partners in Japan and Asia (Hong Kong, Taiwan, Korea, China and Singapore) and generally operates its technology business through its directly or indirectly owned subsidiaries in these jurisdictions. A great deal of DoubleClick's success in these markets is directly dependent on the success of DoubleClick's business partners and their dedication of sufficient resources to DoubleClick's relationship. DoubleClick's international operations are subject to other inherent risks, including: o the high cost of maintaining international operations; o uncertain demand for DoubleClick's products and services; o the impact of recessions in economies outside the United States; o changes in regulatory requirements; o more restrictive data protection regulation; o reduced protection for intellectual property rights in some countries; o potentially adverse tax consequences; o difficulties and costs of staffing and managing foreign operations; o political and economic instability; o fluctuations in currency exchange rates; and o seasonal fluctuations in Internet usage. These risks may have a material and adverse impact on the business, results of operations and financial condition of DoubleClick's operations in a particular country and could result in a decision by DoubleClick to reduce or discontinue operations in that country. The combined impact of these risks in each country may also materially and adversely affect the business, results of operations and financial condition of DoubleClick as a whole. 40 Anti-takeover provisions in DoubleClick's charter documents and Delaware law may make it difficult for a third party to acquire DoubleClick, which could negatively impact the share price for DoubleClick's common stock. Some of the provisions of DoubleClick's certificate of incorporation, DoubleClick's bylaws and Delaware law could, together or separately: o discourage potential acquisition proposals; o delay or prevent a change in control; or o impede the ability of DoubleClick's stockholders to change the composition of DoubleClick's board of directors in any one year. As a result, it could be more difficult to acquire DoubleClick, even if doing so might be beneficial to DoubleClick's stockholders. Difficulty in acquiring DoubleClick could, in turn, limit the price that investors might be willing to pay in the future for shares of DoubleClick's common stock. DoubleClick's stock price may experience extreme price and volume fluctuations, and this volatility could result in DoubleClick becoming subject to securities litigation, which is expensive and could result in a diversion of resources. The market price of DoubleClick's common stock has fluctuated in the past and is likely to continue to be highly volatile and subject to wide fluctuations. In addition, the stock market has experienced extreme price and volume fluctuations. Investors may be unable to resell their shares of DoubleClick's common stock at or above their purchase price. Additionally, in the past, following periods of volatility in the market price of a particular company's securities, securities class action litigation has often been brought against that company. Many companies in DoubleClick's industry have been subject to this type of litigation in the past. DoubleClick may also become involved in this type of litigation. Litigation is often expensive and diverts management's attention and resources, which could materially and adversely affect DoubleClick's business, financial condition and results of operations. Future sales of DoubleClick's common stock may affect the market price of DoubleClick's common stock. As of September 30, 2001, DoubleClick had 133,726,569 shares of common stock outstanding, excluding 22,418,060 shares subject to options outstanding as of such date under DoubleClick's stock option plans that are exercisable at prices ranging from $0.03 to $124.56 per share. DoubleClick cannot predict the effect, if any, that future sales of common stock or the availability of shares of common stock for future sale, will have on the market price of DoubleClick's common stock prevailing from time to time. Sales of substantial amounts of common stock (including shares included in such registration statements issued upon the exercise of stock options), or the perception that such sales could occur, may materially reduce prevailing market prices for DoubleClick's common stock. Risks Related to DoubleClick's Industry The occurrence of extraordinary events, such as the attack on the World Trade Center and the Pentagon, may substantially decrease the use of and demand for advertising over the Internet, which may significantly decrease DoubleClick's revenues. The occurrence of an extraordinary event may prompt Web publishers to remove third-party advertisements from their Web sites for an unknown length of time as a result of the event. For example, immediately after the attack on the World Trade Center and the Pentagon, many Web publishers removed advertisements to protect the integrity of the presentation of the news. In some cases, advertisers cancelled purchases. In addition, some Web publishers donated advertising space to charity organizations appealing for aid for the victims of the attacks. Any 41 additional occurrences of terrorist attacks or other extraordinary events that capture significant attention worldwide may result in similar reductions in the use of and demand for advertising on the Internet and may significantly decrease DoubleClick's revenue for an indefinite period of time. Advertisers may be reluctant to devote a portion of their budgets to Internet advertising and digital marketing solutions. Companies doing business on the Internet, including DoubleClick, must compete with traditional advertising media, including television, radio, cable and print, for a share of advertisers' total marketing budgets. Potential customers may be reluctant to devote a significant portion of their marketing budget to Internet advertising or digital marketing solutions if they perceive the Internet to be a limited or ineffective marketing medium. Any shift in marketing budgets away from Internet advertising spending or digital marketing solutions could materially and adversely affect DoubleClick's business, results of operations or financial condition. The lack of appropriate advertising measurement standards or tools may cause DoubleClick to lose customers or prevent DoubleClick from charging a sufficient amount for its products and services. Because digital marketing remains a new discipline, there are currently no generally accepted methods or tools for measuring the efficacy of digital marketing, as there are for advertising in television, radio, cable and print. Many traditional advertisers may be reluctant to spend sizable portions of their budget on digital marketing until there exist widely accepted methods and tools that measure the efficacy of their campaigns. DoubleClick's customers may also challenge or refuse to accept DoubleClick's research and reporting offerings. A competitor's research and reporting offerings may gain broader acceptance. DoubleClick could lose customers or fail to gain customers if its products and services do not utilize the generally accepted measuring methods and tools. Further, new measurement standards and tools could require DoubleClick to change its business and the means used to charge its customers, which could result in a loss of customer revenues. Even if DoubleClick's products and services become widely accepted, DoubleClick may find that the profit potential of its research and reporting offerings is limited, and that spending by traditional advertisers does not appreciably increase as a result. New laws in the United States and internationally could harm DoubleClick's business. Laws applicable to Internet communications, e-commerce, Internet advertising, data protection and direct marketing are becoming more prevalent in the United States and worldwide. For example, various U.S. state and foreign governments may attempt to regulate DoubleClick's ad delivery or levy sales or other taxes on DoubleClick's activities. In addition, the laws governing the Internet remain largely unsettled, even in areas where there has been some legislative action. It is difficult to determine whether and how existing laws such as those governing intellectual property, data protection, libel and taxation apply to the Internet, Internet advertising and DoubleClick's business. The growth and development of Internet commerce may prompt calls for more stringent consumer protection laws, both in the United States and abroad. These proposals may seek to impose additional burdens on companies conducting business over the Internet. In particular, new limitations on the collection and use of information relating to Internet users are currently being considered by legislatures and regulatory agencies in the United States and internationally. DoubleClick is unable to predict whether any particular proposal will pass, or the nature of the limitations in those proposals. Since many of the proposals are in their development stage, DoubleClick cannot yet determine the impact these may have on DoubleClick's business. In addition, it is possible that changes to existing law, including both amendments to existing law and new interpretations of existing law, could have a material and adverse impact on DoubleClick's business, financial condition and results of operations. The following are examples of proposals currently being considered in the United States and internationally: 42 o Legislation has been proposed in some jurisdictions to regulate the use of cookie technology. DoubleClick's technology uses cookies for ad targeting and reporting, among other things. It is possible that the changes required for compliance are commercially unfeasible, or that DoubleClick is simply unable to comply and, therefore, may be required to discontinue the relevant business practice. o Data protection officials in certain European countries have voiced the opinion that an Internet protocol address is personally-identifiable information. In those countries in which this opinion prevails, the applicable national data protection law could be interpreted to subject DoubleClick to a more restrictive regulatory regime. DoubleClick cannot assure you that its current policies and procedures would meet more restrictive standards. The cost of such compliance could be material and DoubleClick may not be able to comply with the applicable national regulations in a timely or cost-effective manner. o Legislation has been proposed to prohibit the sending of 'unsolicited commercial email' or 'spam.' It is possible that legislation will be passed that requires DoubleClick to change its current practices, or subject DoubleClick to increased legal liability for its consent-based email delivery and list services business. o Legislation is under consideration that would regulate the practice of online preference marketing, as practiced by DoubleClick and other Network Advertising Initiative member companies. Such legislation, if passed, could require DoubleClick to change or discontinue its plans for online preference marketing services. The changes DoubleClick may be required to make could diminish the market acceptance of DoubleClick's offerings. o The Federal Trade Commission is currently reviewing the need to regulate the manner in which offline information about consumers is collected and used by businesses. The value of the Abacus database, and the future viability of the DoubleClick business, could be adversely affected by legislation or regulation that limits the manner in which offline information about consumers is collected and used. Any legislation enacted or regulation issued could dampen the growth and acceptance of the digital marketing industry in general and of DoubleClick's offering in particular. In response to evolving legal requirements, DoubleClick may be compelled to change or discontinue an existing offering, business, or business model, or to cancel a proposed offering or new business. Any of these circumstances could have a material and adverse impact on DoubleClick's business, financial condition and results of operations. These changes could also require DoubleClick to incur significant expenses, and DoubleClick may not find itself able to replace the revenue lost as a consequence of the changes. DoubleClick is a member of the Network Advertising Initiative and the Direct Marketing Association, both industry self-regulatory organizations. DoubleClick cannot assure you that these organizations will not adopt additional, more burdensome guidelines, which could materially and adversely affect the business, financial condition and results of operations of DoubleClick. Demand for DoubleClick's products and services may decline due to the proliferation of software designed to prevent the delivery of Internet advertising or block the use of cookies. DoubleClick's business may be adversely affected by the adoption by computer users of technologies that harm the performance of DoubleClick's products and services. For example, computer users may use software designed to filter or prevent the delivery of Internet advertising, or Internet browsers set to block the use of cookies. DoubleClick cannot assure you that the number of computer users who employ these or other similar technologies will not increase, thereby diminishing the efficacy of DoubleClick's products and services. In the case that one or more of these technologies are widely adopted, demand for DoubleClick's products and services would decline. DoubleClick's business may suffer if the Web infrastructure is unable to effectively support the growth in demand placed on it. 43 DoubleClick's success will depend, in large part, upon the maintenance of the Web infrastructure, such as a reliable network backbone with the necessary speed, data capacity and security and timely development of enabling products such as high speed modems, for providing reliable Web access and services and improved content. DoubleClick cannot assure you that the Web infrastructure will continue to effectively support the demands placed on it as the Web continues to experience increased numbers of users, frequency of use or increased bandwidth requirements of users. Even if the necessary infrastructure or technologies are developed, DoubleClick may have to spend considerable amounts to adapt DoubleClick's solutions accordingly. Furthermore, the Web has experienced a variety of outages and other delays due to damage to portions of its infrastructure. These outages and delays could impact the Web sites of Web publishers using DoubleClick's solutions and the level of user traffic on Web sites on DoubleClick's DoubleClick networks. DoubleClick Data is dependent on the success of the direct marketing industry for its future success. The future success of DoubleClick Data is dependent in large part on the continued demand for DoubleClick's services from the direct marketing industry, including the catalog industry, as well as the continued willingness of catalog operators to contribute their data to DoubleClick. Most of DoubleClick's Abacus customers are large consumer merchandise catalog operators in the United States. A significant downturn in the direct marketing industry generally, including the catalog industry, or withdrawal by a substantial number of catalog operators from the Abacus Alliance, would have a material adverse effect on DoubleClick's business, financial condition and results of operations. Many industry experts predict that electronic commerce, including the purchase of merchandise and the exchange of information via the Internet or other media, will increase significantly in the future. To the extent this increase occurs, companies that now rely on catalogs or other direct marketing avenues to market their products may reallocate resources toward these new direct marketing channels and away from catalog-related marketing or other direct marketing avenues, which could adversely affect demand for some DoubleClick Data services. In addition, the effectiveness of direct mail as a marketing tool may decrease as a result of consumer saturation and increased consumer resistance to direct mail in general. Increases in postal rates and paper prices could harm DoubleClick Data. The direct marketing activities of DoubleClick's Abacus Alliance customers are adversely affected by postal rate increases, especially increases that are imposed without sufficient advance notice to allow adjustments to be made to marketing budgets. Higher postal rates may result in fewer mailings of direct marketing materials, with a corresponding decline in the need for some of the direct marketing services offered by DoubleClick. Increased postal rates can also lead to pressure from DoubleClick's customers to reduce DoubleClick's prices for its services in order to offset any postal rate increase. Higher paper prices may also cause catalog companies to conduct fewer or smaller mailings which could cause a corresponding decline in the need for DoubleClick's services. DoubleClick's customers may aggressively seek price reductions for DoubleClick's services to offset any increased materials cost. Any of these occurrences could materially and adversely affect the business, financial condition and results of operations of DoubleClick's Abacus business. 44 PART II: OTHER INFORMATION Item 1. Legal Proceedings Following the announcement of our proposed merger with NetGravity on July 27, 1999, a complaint was filed in the San Mateo County, California, Superior Court against NetGravity and several of its directors. The complaint alleges that the directors of NetGravity breached their fiduciary duties to NetGravity's stockholders in connection with the negotiation of the proposed merger. The complaint asked the court to enjoin the consummation of the merger, or, alternatively, sought to rescind the merger or an award of unspecified damages from the defendants in the event the merger was consummated. We believe the claims asserted in this complaint are without merit and vigorously contest them. We are a defendant in 20 lawsuits concerning Internet user privacy and our data collection and other business practices. These lawsuits were filed throughout 2000. 18 of these actions are styled as class actions, one action is brought on behalf of the general public of the State of California and one is brought against us and ClearStation, Inc. on behalf of the State of Illinois by the State's Attorney of Cook County, Illinois. The actions seek, among other things, injunctive relief, civil penalties and unspecified damages. Five of the actions were filed in California state court, 13 in federal court, one in Texas state court and one in Illinois state court. On March 31, 2000, the plaintiff in one of the California state court proceedings filed a petition, ordered by the court on May 11, 2000, to coordinate the four actions then pending in the California state courts. The Judicial Panel on Multidistrict Litigation granted our motions to transfer, coordinate and consolidate all thirteen federal actions before Judge Buchwald in the Southern District of New York. On March 28, 2001, Judge Buchwald dismissed all federal lawsuits against DoubleClick. The plaintiffs have noticed their appeal to the Second Circuit Court of Appeals. We believe that these lawsuits are without merit and we intend to vigorously defend ourselves against them. Additionally, we received a letter from the Federal Trade Commission ("FTC"), dated February 8, 2000, in which the FTC notified us that they were conducting an inquiry into our business practices to determine whether, in collecting and maintaining information concerning Internet users, we have engaged in unfair or deceptive practices. In January 2001, the Federal Trade Commission closed its inquiry into our ad serving and data collection practices without recommending any further action. Our ad serving and data collection practices are also the subject of inquiries by the attorneys general of several states. We are cooperating fully with all such inquiries. We may receive additional regulatory inquiries and intend to cooperate fully. Beginning in May 2001, a number of substantially identical class action complaints alleging violations of the federal securities laws were filed in the United States District Court for the Southern District of New York naming as defendants DoubleClick, certain of its officers and directors and certain underwriters of DoubleClick's initial public offering. The complaints allege, among other things, that certain alleged compensation arrangements entered into by the underwriters (such as commission payments or stock stabilization practices) were not properly disclosed in the registration statement for the initial public offering. DoubleClick and some of its officers and directors are named in the suit pursuant to Section 11 of the Securities Act of 1933. Additionally, a single complaint includes a claim against DoubleClick and some of its officers and directors under Section 10(b) of the Securities Exchange Act of 1934. Similar complaints have been filed against more than 100 other issuers that had initial public offerings since 1998. These lawsuits have been coordinated for pre-trial purposes with a number of lawsuits filed against other companies and underwriters. DoubleClick intends to defend these actions vigorously, however, due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the litigation. An unfavorable outcome in litigation could materially and adversely affect DoubleClick's business, financial condition and results of operations. Item 5. Other Information Our Chief Technology Officer and a director, Dwight Merriman, has informed us that, in order to diversify his investment portfolio while avoiding conflicts of interest or the appearance of any such conflict that might arise 45 from his position with the company, he has established a written plan in accordance with SEC Rule 10b5-1 for gradually liquidating a portion of his holdings of our common stock. In particular, we have been notified that during the period that commenced on September 13, 2001 and will end on September 5, 2002, Mr. Merriman intends to sell a fixed number of shares of common stock on a weekly basis if the share price exceeds a specified price. The plan provides for the sale on specified dates during the term of 5,000 shares each week, other than the last ten weeks when 4,000 shares will be sold. Item 6. Exhibits and Report on Form 8-K (a) The following exhibit is filed as part of this report: 10.01 -- Severance Agreement with Jeffrey Epstein. (b) Reports on Form 8-K We filed a Current Report on Form 8-K, Item 5, on October 16, 2001, attaching our Amended and Restated Agreement and Plan of Merger and Reorganization with MessageMedia, Inc. and attaching the press release that announced the revised terms of our agreement to acquire MessageMedia, Inc. 46 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: November 14, 2001 By: /s/ Thomas Etergino ------------------------------------ Thomas Etergino Vice President of Corporate Finance (Chief Accounting Officer and Duly Authorized Officer) EXHIBIT INDEX
Number Description - ------ ----------- 10.01 Severance Agreement with Jeffrey Epstein
STATEMENT OF DIFFERENCES ------------------------ The section symbol shall be expressed as ............................. 'SS' EX-10 3 ex10-1.txt EXHIBIT 10.1 Exhibit 10.01 20 August 2001 Jeffrey Epstein 107 Canoe Hill Road New Canaan, CT 06840 Re: Your New Capacity at DoubleClick -------------------------------- Dear Jeff: This letter agreement will confirm our understandings and obligations in connection with your separation from DoubleClick Inc. As used in this letter agreement, "DoubleClick" is defined to include, as appropriate, DoubleClick Inc., any directly or indirectly held subsidiary, any affiliated entity, and any successor to any of the foregoing. Resignation. You hereby resign, effective 24 August 2001, from your position as Executive Vice President, Corporate Development, and any other currently-held positions with DoubleClick. This letter agreement confirms that your authority and responsibility for any DoubleClick "policymaking function" (as that term is used in Rule 16a-1 to the Rules and Regulations to the Securities Exchange Act of 1934) immediately ceases upon your resignation from these positions. From 24 August 2001 through the Termination Date (as defined below), you will continue to be employed by DoubleClick and will assist in those special projects as may be designated by DoubleClick's Chief Executive Officer and reasonably acceptable to you. DoubleClick acknowledges that you will be able to serve in your new capacity without being present in DoubleClick's offices on a daily basis. Separation Pay. In lieu of a notice period and in consideration for your agreeing to the terms of this agreement, you will receive your regular salary at your current base rate of pay for the period from today until 01 March 2002 (the "Termination Date"). In addition, on or before 01 April 2002, you will receive 8/12 of your full-year 2001 bonus paid at target. All payments will be less (x) customary deductions and (y) withholding. Stock Sales. Immediately following your resignation, DoubleClick will, to the extent necessary, file to remove you as a Section 16 reporting officer. You acknowledge that you are familiar with the trading and reporting requirements applicable to a former Section 16 reporting officer. Until the Termination Date, Jeffrey Epstein 20 August 2001 Page 2 you agree to continue to abide by DoubleClick's insider trading policies, for which purposes you shall remain a "Listed Employee." Following the Termination Date until 2 January 2003, you agree to notify DoubleClick in advance of any planned stock sales, although it is acknowledged that you will no longer be subject to DoubleClick's insider trading policies following the Termination Date. Stock Options. This letter agreement confirms that all stock options granted to you by DoubleClick prior to the date of this letter will continue to vest according to their respective terms through the Termination Date. Release of Claims. On or promptly following the Termination Date, DoubleClick hereby agrees to execute the release attached hereto as Exhibit A, and you hereby agree to execute the release attached hereto as Exhibit B. You acknowledge and agree that DoubleClick's obligation to pay any separation pay to you hereunder (other than salary continuation) is expressly contingent upon your execution of the release attached as Exhibit B (provided that DoubleClick concurrently executes the release attached as Exhibit A). Confidentiality. You shall keep the terms and conditions of this agreement strictly confidential. You shall not disclose the terms of this agreement, except to your tax, finance, or legal advisors, or to your immediate family members, or to potential new employers, each of whom will also have an obligation of confidentiality. You further recognize and reaffirm that the Employee Covenant of Confidentiality and the Employee Proprietary Information and Inventions Agreement you signed pursuant to your employment with DoubleClick continue in full force and effect. You agree that you will never disclose DoubleClick trade secret or proprietary information, including but not limited to information in its databases, technical or scientific information relating to current or future products, services, or research, business or marketing plans or projections, earnings and other financial data, personnel information, including executive and organizational changes, software, computer systems and programs, and policies and procedures of DoubleClick. Return of Company Property. By signing below, you agree that you will use your best efforts to return to DoubleClick, on or before the Termination Date, any documents (including electronic documents, disks, and files) that you received and/or created as part of your employment with DoubleClick and that remain in your possession, custody or control, and you further agree that you will not, to the best of your knowledge and belief, have retained (yourself or through an agent) any copies thereof. You further agree that you will use your best efforts to return, on or before the Termination Date, all tangible company property that remains in your possession, custody or control, including but not limited to company-sponsored credit cards and/or calling cards, keys, badges, and any other company property . As partial consideration of this agreement, DoubleClick will transfer ownership of your cellular telephone and Jeffrey Epstein 20 August 2001 Page 3 laptop computer. You agree and understand that your material compliance with the requirements of this paragraph is an express condition to your entitlement to the Separation Pay (other than salary continuation) set forth above. We acknowledge that you will vacate your office following the date of this letter agreement, and that you may remove your personal belongings from the company premises at your convenience. You agree that DoubleClick may, at its discretion, examine all documents and other materials that you have designated as personal, prior to their removal from the company premises. Outplacement. DoubleClick will pay for outplacement services with the company's selected vendor with maximum coverage of $10,000 or six months. The six month period will commence at your discretion. Non-Solicitation. You agree that, for a period of one year from your Termination Date, you may not solicit any DoubleClick employee on behalf of another employer or encourage any DoubleClick employee to leave the company. Similarly, you agree that, for the same one-year period, you may not solicit any DoubleClick account, on your behalf or on behalf of any other individual or entity, for the purpose of engaging in "DoubleClick Competitive Business" (as defined in the following paragraph). Non-Competition. You agree that, for a period of one year following your Termination Date, you may not, as an employee, agent, consultant, advisor, independent contractor, partner, officer, director, stockholder, owner, co-venturer, principal, investor, lender, or guarantor of any corporation, partnership, or other entity, or in any other capacity, directly or indirectly: (a) engage in any business in which DoubleClick, as of the Termination Date, is engaged or, to your knowledge, proposes to engage, in each case as a material part of DoubleClick's business ("DoubleClick Competitive Business"); (b) authorize your name to be used in connection with a DoubleClick Competitive Business; or (c) acquire any debt, equity, or other ownership interest in any person or entity engaged, to your knowledge, in a DoubleClick Competitive Business, except that you may own, in the aggregate, not more than one percent (1%) of the outstanding equity of any publicly-traded entity that is engaged in a DoubleClick Competitive Business as a material part of such entity's business. You hereby acknowledge that the scope of this non-competition obligation is fair and reasonable, and is given in consideration of the other benefits set forth in this letter agreement. Duty to Cooperate. You agree to cooperate with DoubleClick, on reasonable request and at DoubleClick's sole expense, in providing truthful testimony or information with respect to all inquiries or investigations, claims and litigation pertaining to DoubleClick. You will not be required to be a signatory related to the accuracy of the company's financial statements for any period after 30 June 2001. Jeffrey Epstein 20 August 2001 Page 4 Indemnification. DoubleClick hereby confirms that, with respect to any matter in which (i) you are named as a defendant or (ii) your actions as an officer or employee of DoubleClick are at issue, you will remain entitled to all indemnification and related protections currently extended to DoubleClick's officers under its certificate of incorporation and bylaws. However, DoubleClick will not (except to the extent otherwise currently provided in DoubleClick's certificate of incorporation or bylaws) be obligated to indemnify or defend you in any instance in which DoubleClick, in its reasonable discretion exercised in good faith, believes that you have been involved in an act of fraud, gross negligence or willful misconduct. This letter agreement confirms that you will continue to be covered under DoubleClick's directors' and officers' insurance for matters occurring during your tenure as an officer or employee of DoubleClick Inc. or as a director of its affiliated entities. Non-Disparagement. DoubleClick agrees not to disparage your professional or personal reputation. Similarly, you agree not to disparage DoubleClick or the professional or personal reputation of any DoubleClick representative. An internal announcement and press release will be drafted for your advance review. You and DoubleClick agree to respond to inquiries about your departure with a mutually agreed upon statement. Notwithstanding the foregoing, you agree not to respond to press inquiries about your separation from DoubleClick without DoubleClick's prior agreement. If a prospective employer contacts DoubleClick regarding your employment, a senior executive of DoubleClick will provide a positive account of your service to DoubleClick. Otherwise, only title and dates of employment will be released without your advance written consent. Benefits. You are entitled to the following benefits: You will receive payment for any accrued but unused Paid Time Off days. You will receive any entitlement under DoubleClick's 401(k) plan in accordance with the terms of the plan as applied to all covered employees. You will be refunded the post-tax value of your cash balance from contributions, if any, to the Employee Stock Purchase Plan. You will be reimbursed for any usual and ordinary business expenses incurred in connection with your employment in accordance with DoubleClick's expense policy. You will be entitled to retain, and exercise, all stock options vested on or before the Termination Date in accordance with the terms expressed in the respective notices of grant of stock option. Your entitlement to stock option vesting shall cease completely as of that date. Your benefits and coverages under the medical insurance arrangements to which you are subject as of the date of this agreement will continue, under the current terms and conditions, through the Termination Date, on which date such benefits and coverages will cease and you will be eligible to continue such benefits and coverages at your expense pursuant to the federal law known as COBRA. You will be receiving more detailed information concerning your option to continue your health coverage under separate cover. Other than the foregoing benefits and the Separation Pay set forth above, you will not be entitled to any form of payment or benefit. Jeffrey Epstein 20 August 2001 Page 5 Entire Agreement/Choice of Law/Severability. This agreement contains the entire agreement between the parties, and shall be governed by the laws of the State of New York without giving effect to its principles of conflicts of law. You hereby agree that you are subject to the jurisdiction of the courts of the State of New York. This agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. Should any provision of this agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed not to be part of this agreement. Acknowledgment. You acknowledge by signing this agreement that you have read it in its entirety, understand all of its terms and conditions, and knowingly and voluntarily assent to those terms and conditions. Any alterations to this agreement shall not affect its terms; your signature shall be deemed an acceptance of its terms without modification. You further acknowledge that you have been advised of your right to consult with counsel in connection with this agreement. You have 21 days to consider this agreement (a period which you may waive) before signing it and returning it. In addition, if you sign and return this agreement, you have seven days after signing it to revoke your release and waiver of claims under the ADEA by notifying me, in writing. You understand that, in the event you revoke your release of claims under the ADEA, DoubleClick will be relieved of its obligation to provide you the Separation Pay. Therefore, the promise to provide to you the Separation Pay will take effect eight days after you return this signed agreement (assuming you do not revoke your release of ADEA claims). Jeffrey Epstein 20 August 2001 Page 6 To signify your acceptance of these terms, please sign and date this agreement in the space provided and return the original to me. Very truly yours, DoubleClick Inc. By: /s/ Brian Schipper ------------------------------------ Brian Schipper Sr. Vice President Human Resources AGREED TO AND ACCEPTED: /s/ Jeffrey Epstein - ----------------------------------- Jeffrey Epstein August 20, 2001 - ----------------------------------- Date Exhibit A RELEASE OF CLAIMS BY DOUBLECLICK INC. For good and valuable consideration, DoubleClick Inc., on its own behalf and on behalf of any present and former subsidiaries, divisions, departments, affiliated entities, predecessors, partners, joint venturers, directors, officers, shareholders, agents, employees, successors, and assigns (collectively referred to hereinafter as "DoubleClick") waives, releases, and discharges Jeffrey Epstein, any spouse, heirs, legal representatives and assigns (collectively, "Epstein"), from any and all claims, rights, demands, debts, obligations, damages or accountings of whatever nature which it may have, may have had, or, in the future, may believe it had, against Epstein arising prior to the date of its signing this release, whether known or unknown, asserted or unasserted other than acts or conduct constituting fraud or intentional misconduct, including but not limited to: (a) all claims and liability for any acts that violated or may have violated its rights under any contract, tort, or other common law, any federal, state or local law, or any other duty or obligation of any kind; (b) all liability for any claims whatsoever which were or may have been alleged against or imputed to Epstein by DoubleClick or anyone acting on Epstein's behalf; (c) all rights to or claims for wages, commissions, monetary or equitable relief, or compensatory, punitive, or liquidated damages, or reemployment or reinstatement in any position; and (d) all rights to or claims for attorneys' fees, costs, or disbursements. Notwithstanding the foregoing, this release shall not apply to claims based on, or preserved by, the 13 August 2001 letter agreement between Epstein and DoubleClick. DOUBLECLICK INC. By: ----------------------- Brian Schipper Senior Vice President, Human Resources March 1, 2002 Exhibit B RELEASE OF CLAIMS BY JEFFREY EPSTEIN For good and valuable consideration, I, on my own behalf and on behalf of any spouse, heirs, legal representatives and assigns, waive, release, and discharge DoubleClick Inc., its present and former subsidiaries, divisions, departments, affiliated entities, predecessors, partners, joint venturers, directors, officers, shareholders, agents, employees, successors, and assigns (collectively referred to hereinafter as "DoubleClick") from any and all claims, rights, demands, debts, obligations, damages or accountings of whatever nature which I may have, may have had, or, in the future, may believe I had, against DoubleClick arising prior to the date of my signing this release, whether known or unknown, asserted or unasserted other than acts or conduct constituting fraud or intentional misconduct, including but not limited to: (a) all claims and liability for any acts that violated or may have violated my rights under any contract, tort, or other common law, any federal, state, or local fair employment practices or civil rights law or regulation, any employee relations statute, executive order, law, regulation, or ordinance, any workers compensation law, or any other duty or obligation of any kind, including but not limited to rights created by 42 U.S.C. 'SS' 1981, Title VII of the Civil Rights Act of 1964 ("Title VII"), the Age Discrimination in Employment Act ("ADEA"), the Americans with Disabilities Act ("ADA"), and all other federal, state, and local laws prohibiting employment discrimination of whatever kind or nature; (b) all liability for any claims whatsoever which were or may have been alleged against or imputed to DoubleClick by me or anyone acting on my behalf; (c) all rights to or claims for wages, commissions, monetary or equitable relief, or compensatory, punitive, or liquidated damages, or reemployment or reinstatement in any position; and (d) all rights to or claims for attorneys' fees, costs, or disbursements. Notwithstanding the foregoing, this release shall not apply to claims based on, or preserved by, the 13 August 2001 letter agreement between myself and DoubleClick. ------------------------ Jeffrey Epstein March 1, 2002 -----END PRIVACY-ENHANCED MESSAGE-----