-----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, Hs+Owxc1GVNBA18dnFJ7A1ZeDr170NQ39hbpKHwI/nigrRsm/yT2Q+0L7VCOqIK6 EufLCMBFbuzXn0lXCpjIrg== 0000950117-02-001597.txt : 20020702 0000950117-02-001597.hdr.sgml : 20020702 20020701171837 ACCESSION NUMBER: 0000950117-02-001597 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 DATE AS OF CHANGE: 20020701 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23709 FILM NUMBER: 02694254 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 11-K 1 a32948.txt DOUBLECLICK, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year Commission Ended December 31, 2001 File Number 000-23709 ----------------------- --------------------- DOUBLECLICK INC. 401(k) PLAN (Name of Plan) ----------------------- DOUBLECLICK INC. 450 WEST 33RD STREET, 16TH FLOOR NEW YORK, NEW YORK 10001 (212) 683-0001 (Name of Issuer of Securities held pursuant to Plan and address of its principal executive office.) ================================================================================ DoubleClick Inc. 401(k) Plan Index to Financial Statements and Supplemental Schedules December 31, 2001 and 2000
Page Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits As of December 31, 2001 and 2000 2 Statement of Changes in Net Assets Available for Benefits For the year ended December 31, 2001 3 Notes to Financial Statements 4-8 Supplemental Schedules:* Schedule I - Schedule H - Item 4i - Schedule of Assets (Held at End of Year) As of December 31, 2001 9 Schedule II - Schedule of Nonexempt Transactions For the year ended December 31, 2001 10
*Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Report of Independent Accountants To the Participants and Administrator of the DoubleClick Inc. 401(k) Plan: In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the DoubleClick Inc. 401(k) Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and the significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held at End of Year as of December 31, 2001 and Nonexempt Transactions for the year ended December 31, 2001 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. The supplemental Schedule H, line 4i - Schedule of Assets (Held at End of Year) that accompanies the Plan's financial statements does not disclose the historical cost of certain nonparticipant directed plan assets held by the Plan trustee. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Security Act of 1974. /s/ PricewaterhouseCoopers LLP - ----------------------------- PricewaterhouseCoopers LLP New York, New York June 25, 2002 1 DoubleClick Inc. 401(k) Plan Statements of Net Assets Available for Benefits As of December 31, 2001 and 2000
Assets 2001 2000 Investments, at fair value: Mutual funds $12,422,064 $10,161,743 DoubleClick Inc. common stock 4,900,098 1,690,569 Money market funds 1,490,842 1,758,059 Participant loans 133,782 125,546 ----------- ----------- Total investments 18,946,786 13,735,917 Receivables: Employer contributions 56,740 85,500 Employee contributions 142,840 259,955 ----------- ----------- Total receivables 199,580 345,455 ----------- ----------- Net assets available for benefits $19,146,366 $14,081,372 ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements. 2 DoubleClick Inc. 401(k) Plan Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2001
2001 Additions: Investment income (loss): Interest and dividends $ 56,281 Net realized and unrealized depreciation in fair value of investments (2,238,401) ----------- Total investment loss (2,182,120) ----------- Contributions: Employer 2,846,460 Employee 7,494,253 Rollover 931,426 ----------- Total contributions 11,272,139 ----------- Total additions 9,090,019 ----------- Deductions: Benefits paid to participants 4,023,375 Administrative expenses 1,650 ----------- Total deductions 4,025,025 ----------- Net increase $ 5,064,994 Net assets available for benefits: Beginning of year 14,081,372 ----------- End of year $19,146,366 ===========
The accompanying notes are an integral part of these financial statements. 3 DoubleClick Inc. 401(k) Plan Notes to Financial Statements December 31, 2001 and 2000 1. Description of the Plan The following description of the DoubleClick Inc. 401(k) Plan (the "Plan") provides only general information. Participants should refer to the 401(k) Plan document for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan established January 1, 1997, covering eligible employees of DoubleClick Inc. (the "Company"), the Plan's sponsor. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the Company. Participant Accounts A separate account is established and maintained for each Plan participant. Contributions are invested in one or more investment options, as directed by the participant. Income earned and net appreciation or depreciation on Plan investments, for a given investment, are allocated in proportion to the participants' account balances in that fund. On a daily basis, a participant may elect to transfer all or a portion of his or her account balance in a given investment to one or more of the Plan's other investments. However, employer contributions in DoubleClick common stock may only be transferred upon termination of employment. Transfers of employee contributions in DoubleClick are subject to blackout periods. Contributions Plan participants are able to contribute to the Plan up to 20% of their pre-tax earnings. During 2001, the maximum pre-tax contribution allowed by the Internal Revenue Code was $10,500. The Company contributes an amount equal to 50% of the first 6% of a participant's contribution in DoubleClick common stock. Vesting Participants are fully vested in their contributions and actual earnings thereon. For participants employed by the Company prior to January 1, 2000, contributions by the Company become one-half vested to the participant after one year of service and fully vested after two years of service. For participants employed by the Company after December 31, 1999, contributions by the Company become fully vested after two years of employment. The Plan provides that forfeitures, the unvested portion of Company contributions for terminated participants, will serve to reduce future Company contributions. 4 DoubleClick Inc. 401(k) Plan Notes to Financial Statements December 31, 2001 and 2000 Payment of Benefits Upon retirement, disability, death or termination of employment, participants' account balances are distributed to the participants in the form of a lump-sum amount equal to the value of the accounts, or installments over a period not to exceed the lives of the participants and their beneficiaries. Participants are allowed to withdraw certain portions of their vested contributions under circumstances, subject to penalty. Participant loans Participants may borrow from their accounts a minimum of $1,000 up to a maximum of the lesser of $50,000, or 50% of their vested balances. Loan terms range from one to five years or up to ten years for loans used to purchase a primary residence. Loans are secured by the balances in participants' accounts and the interest rate is determined by prime +1% at the time of the loan. Principal and interest is paid ratably through semi-monthly payroll deductions. 2. Summary of Significant Accounting Policies Basis of presentation The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States. Investment valuation The Plan's investments in mutual funds are stated at market value based on the latest quoted net asset value per share in an active market. The Plan's investment in DoubleClick common stock is stated at market value as determined by the latest quoted market prices. Participant loans are valued at cost, which approximates fair value. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosures at the date of the financial statements and the reported amounts of total additions and deductions in the statement of changes in net assets available for benefits. Actual results could differ from those estimates. The Plan invests in mutual funds that hold various securities including U.S. Government securities, corporate debt instruments and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and 5 DoubleClick Inc. 401(k) Plan Notes to Financial Statements December 31, 2001 and 2000 the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. Income recognition Dividend and interest income are recorded as earned. Unrealized appreciation or depreciation of investments is accrued. Administrative expenses The Company pays substantially all expenses, including custodian fees and brokers commissions, incurred in the management and administration of the Plan. 3. Investments As of December 31, 2001, the plan's investments were as follows: Smith Barney Money Market Fund $ 1,490,842* Dreyfus Basic GNMA Fund 130,179 Dreyfus Premier Core Value Fund 1,110,573* Dreyfus Founders Discovery Fund 1,147,407* Dreyfus Founders Growth Fund 1,456,542* Dreyfus Emerging Markets Fund 608,885 Invesco Select Income Fund 109,421 Invesco Telecommunications Fund 581,049 Janus Enterprise Fund 1,241,684* Janus Worldwide Fund 2,291,253* Neuberger Berman Genesis Trust Fund 845,759 Citi S&P 500 Index Fund 1,612,188* Scudder International Fund 843,389 Stein Roe Intermediate Bond Fund 300,879 Credit Suisse Global Fixed Income Fund 142,856 DoubleClick Inc. Common Stock 4,900,098* ----------- $18,813,004 =========== 6 DoubleClick Inc. 401(k) Plan Notes to Financial Statements December 31, 2001 and 2000 As of December 31, 2000, the Plan's investments were as follows: Smith Barney Money Market Fund $ 1,758,059* Dreyfus Basic GNMA Fund 66,689 Dreyfus Premier Core Value Fund 601,218 Dreyfus Founders Discovery Fund 839,225* Dreyfus Founders Growth Fund 1,032,241* Invesco Select Income Fund 66,511 Invesco Telecommunications Fund 756,073* Janus Enterprise Fund 1,336,880* Janus Worldwide Fund 2,404,767* Pilgrim Worldwide Emerging Market Fund 394,206 Neuberger Berman Genesis Trust Fund 480,744 Citi S&P 500 Index Fund 1,178,080* Scudder International Fund 809,632* Stein Roe Intermediate Bond Fund 119,356 Credit Suisse Global Fixed Income Fund 76,121 DoubleClick Inc. Common Stock 1,690,569* ----------- $13,610,371 =========== *Represents 5% or more of the Plan's net assets 4. Nonparticipant-Directed Investments Participants at their discretion may invest their contributions in any or all of the sixteen investment fund options offered under the Plan. However, the Employer's contributions to the Plan are automatically invested in the DoubleClick Inc. Common Stock Fund (the "Stock Fund"). As of December 31, 2001 and 2000, the net assets of the Stock Fund were $4,900,098 and $1,690,569, respectively. The components of the changes in net assets relating to the Stock Fund are as follows: Year ended December 31, 2001 Changes in net assets Net appreciation $ 246,127 Contributions 3,517,716 Benefit payments (490,451) Transfers (63,863) ---------- $3,209,529 ========== 7 DoubleClick Inc. 401(k) Plan Notes to Financial Statements December 31, 2001 and 2000 5. Plan Termination While the Company has not expressed an interest to terminate the Plan, it reserves the right to amend or terminate the Plan at any time, subject to the requirements and penalties of ERISA. No such amendment shall have the effect of diverting the whole, or any part, of the assets or income of the Plan for purposes other than for the exclusive benefit of participants and their beneficiaries. 6. Change in Trustee The Company changed trustees from Citistreet to Prudential Financial, Inc. in December of 2001. 7. Tax Status The Internal Revenue Service determined and informed the Trustee by a letter dated June 6, 1991, that the prototype Plan is designed in accordance with the applicable sections of the Internal Revenue Code. The plan has not received an individual determination letter in relation to the adoption of the Trustee's prototype plan. However, the Plan administrator believes that the Plan is designed and is currently being operated in a compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 8. Nonexempt transactions For the year ended December 31, 2001, $897,314 of Plan contributions were not remitted to the Plan within the time frame specified by Department of Labor Regulation 29 CFR 2510.3-102. These contributions were subsequently remitted to the Plan by the Company. Such non-timely remittances are deemed as prohibited transactions by the Department of Labor. 9. Related Party Transactions Certain Plan investments are shares of mutual funds managed by Citistreet and Salomon Smith Barney. Citistreet, a joint venture between State Street Bank and Salomon Smith Barney, was the trustee as defined by the plan, and therefore, such transactions qualify as party in interest transactions. In addition, one of the investment options of the Plan consists of Common Stock of the Plan sponsor, DoubleClick Inc. 8 DoubleClick Inc. 401(k) Plan Schedule H - Item 4i Schedule of Assets (Held at End of Year) As of December 31, 2001 Schedule I
Current Identity of Issue Description of Investment Cost Value - ----------------- ------------------------- ---- ------- Smith Barney Money Market Fund* Mutual Fund ** $ 1,490,842 Dreyfus Basic GNMA Fund Mutual Fund ** 130,179 Dreyfus Premier Core Value Fund Mutual Fund ** 1,110,573 Dreyfus Founders Discovery Fund Mutual Fund ** 1,147,407 Dreyfus Founders Growth Fund Mutual Fund ** 1,456,542 Dreyfus Emerging Markets Fund Mutual Fund ** 608,885 Invesco Select Income Fund Mutual Fund ** 109,421 Invesco Telecommunications Fund Mutual Fund ** 581,049 Janus Enterprise Fund Mutual Fund ** 1,241,684 Janus Worldwide Fund Mutual Fund ** 2,291,253 Neuberger Berman Genesis Trust Fund Mutual Fund ** 845,759 Citi S&P 500 Index Fund* Mutual Fund ** 1,612,188 Scudder International Fund Mutual Fund ** 843,389 Stein Roe Intermediate Bond Fund Mutual Fund ** 300,879 Credit Suisse Global Fixed Income Fund Mutual Fund ** 142,856 DoubleClick Inc. Common Stock* Common Stock *** 4,900,098 ----------- Total Investments $18,813,004 =========== Participant Loans* Interest rate charged in 2001: prime +1% Range of Maturity: 1-5 years $ 133,782 ===========
* Denotes party in interest ** Cost information is not required for participant directed investments and therefore is not included. ***The Plan trustee was unable to provide historical cost information for this nonparticipant directed investment. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 9 DoubleClick Inc. 401(k) Plan Schedule of Nonexempt Transactions For the Year Ended December 31, 2001 Schedule II
Description of transactions Relationship to Plan Including Maturity Date, Current Identity of Employer, or Other Rate of Interest, Collateral, Value Party Involved Party In Interest Par or Maturity Value of Asset -------------- ----------------- --------------------- --------- DoubleClick Inc. Plan Sponsor Employee contributions not remitted timely to the trust $455,243* DoubleClick Inc. Plan Sponsor Employee contributions not remitted timely to the trust $442,071*
* These amounts represent the total contributions that were withheld from employees, but not remitted in a timely manner to the trust by the Plan Sponsor. 10 EXHIBITS The following Exhibit is being filed with this Annual Report on Form 11-K: (23) Consents of Experts and Counsel: 23.1 Consent of PricewaterhouseCoopers LLP SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, DoubleClick Inc., the administrator of the DoubleClick Inc. 401(k) Plan, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. DOUBLECLICK INC. 401(k) PLAN /s/ Elizabeth Wang ----------------------------------------- By: Elizabeth Wang, Esq. Senior Vice President and General Counsel DoubleClick Inc. July 1, 2002 EX-23 3 ex23-1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-90653 and No. 333-95105) of DoubleClick Inc. of our report dated June 25, 2002 relating to the financial statements of DoubleClick Inc. 401(k) Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP New York, New York June 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----