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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDING JUNE 30, 1998
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER
------------------------
DOUBLECLICK INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 7319 13-3870996
(State of (Primary Standard I.R.S. Employer
Incorporation) Industrial Classification Identification
Code) Number)
</TABLE>
41 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10010
(212) 683-0001
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
KEVIN J. O'CONNOR
CHIEF EXECUTIVE OFFICER
DOUBLECLICK INC.
41 MADISON AVENUE, 32ND FLOOR
NEW YORK, NEW YORK 10010
(212) 683-0001
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------
Check whether the registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 June 30, 1998, there were 16,504,114 shares of the registrant's common
stock outstanding.
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<PAGE>
<TABLE>
<CAPTION>
PAGE
PART I FINANCIAL INFORMATION NUMBER
---------------
<S> <C> <C>
ITEM 1: Consolidated Financial Information:
Consolidated Balance Sheet as of December 31, 1997 and June 30, 1998
(unaudited with respect to June 30, 1998)............................. 3
Unaudited Consolidated Statement of Operations for the three and six
months ended June 30, 1997 and 1998................................... 4
Unaudited Consolidated Statement of Cash Flows for the six months
ended June 30, 1997 and 1998.......................................... 5
Notes to Unaudited Consolidated Financial Statements.................. 6
ITEM 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................. 8
PART II OTHER INFORMATION
ITEM 1: Legal Proceedings..................................................... 24
ITEM 2: Changes in Securities and Use of Proceeds............................. 24
ITEM 3: Defaults Upon Senior Securities....................................... 24
ITEM 4: Submission of Matters to a Vote of Security Holders................... 24
ITEM 5: Other Information..................................................... 24
ITEM 6: Exhibits and Reports on Form 8-K...................................... 24
ITEM 7: Signatures............................................................ 25
</TABLE>
2
<PAGE>
DOUBLECLICK INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED WITH RESPECT TO JUNE 30, 1998)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
-------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................................................... $ 2,671,845 $ 53,545,095
Short-term investments............................................................ 5,874,229 3,020,865
Accounts receivable, less allowance for doubtful accounts of $712,075 at December
31, 1997 and $957,409 at June 30, 1998.......................................... 10,489,256 19,923,682
Prepaid expenses and other current assets......................................... 355,841 715,851
-------------- --------------
Total current assets.......................................................... 19,391,171 77,205,493
Property and equipment, net....................................................... 1,997,326 6,084,803
Investments, at cost.............................................................. 254,926 537,187
Other assets...................................................................... 98,574 171,462
-------------- --------------
Total assets.................................................................. $ 21,741,997 $ 83,998,945
-------------- --------------
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.................................................................. $ 8,142,429 $ 12,884,580
Accrued expenses.................................................................. 3,408,542 5,911,645
Deferred revenues................................................................. 91,061 1,015,862
Deferred license and service fees................................................. 237,500 420,833
-------------- --------------
Total current liabilities..................................................... 11,879,532 20,232,920
Deferred license and service fees................................................. 462,500 343,750
Capital lease obligations......................................................... -- 215,144
STOCKHOLDERS' EQUITY:
Convertible preferred stock, par value $0.001; 40,000 shares authorized; issued
and outstanding 40,000 at December 31, 1997; none at June 30, 1998.............. 40 --
Common stock, par value $0.001; 40,000,000 shares authorized; issued and
outstanding 6,118,972 at December 31, 1997; 16,504,114 at June 30, 1998......... 6,119 16,504
Additional paid-in capital........................................................ 46,996,328 109,569,853
Cumulative translation adjustment................................................. (1,271) (45,457)
Deferred compensation............................................................. (1,056,773) (689,331)
Unrealized gain on marketable securities.......................................... -- 1,477
Accumulated deficit............................................................... (36,544,478) (45,645,915)
-------------- --------------
Total stockholders' equity.................................................... 9,399,965 63,207,131
-------------- --------------
Total liabilities and stockholders' equity.................................... $ 21,741,997 $ 83,998,945
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
3
<PAGE>
DOUBLECLICK INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
JUNE 30, 1997 JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998
------------- ------------- ------------- -------------
Revenues............................................. $ 6,138,373 $ 17,293,386 $ 11,467,742 $ 30,296,930
Cost of revenues..................................... 4,093,965 11,723,984 7,488,361 20,568,567
------------- ------------- ------------- -------------
Gross profit....................................... 2,044,408 5,569,402 3,979,381 9,728,363
------------- ------------- ------------- -------------
Operating expenses
Sales and marketing................................ 1,924,158 6,884,544 4,044,243 12,508,573
General and administrative......................... 1,018,551 2,621,478 1,770,974 4,970,080
Product development................................ 280,145 1,553,815 512,698 2,579,324
------------- ------------- ------------- -------------
Total operating expenses......................... 3,222,854 11,059,837 6,327,915 20,057,977
------------- ------------- ------------- -------------
Loss from operations................................. (1,178,446) (5,490,435) (2,348,534) (10,329,614)
Interest income...................................... -- 816,251 -- 1,228,177
Interest expense..................................... 51,299 -- 123,638 --
------------- ------------- ------------- -------------
Net loss............................................. $ (1,229,745) $ (4,674,184) $ (2,472,172) $ (9,101,437)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Basic and diluted net loss per share................. $ (0.11) $ (0.28) $ (0.22) $ (0.59)
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Weighted average shares used in basic and diluted net
loss per share calculation......................... 11,397,417 16,459,135 11,397,417 15,307,144
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
4
<PAGE>
DOUBLECLICK INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------------
<S> <C> <C>
JUNE 30, 1997 JUNE 30, 1998
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss........................................................................ $ (2,472,172) $ (9,101,437)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization................................................. 132,580 761,676
Amortization of deferred compensation expense................................. 17,975 367,442
Provision for bad debt debts.................................................. 100,000 245,334
Changes in operating assets and liabilities:
Accounts receivable......................................................... (1,487,380) (9,679,760)
Prepaid expenses and other current assets................................... (33,239) (432,896)
Accounts payable............................................................ 1,512,486 4,742,151
Accrued expenses............................................................ 451,064 2,490,350
Deferred revenue............................................................ (610,648) 989,384
-------------- --------------
Net cash used in operating activities..................................... (2,389,334) (9,617,756)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sales and maturities of short-term investments.................................. (5,629,907) 2,854,841
Investments..................................................................... -- (282,261)
Purchases of property and equipment............................................. (707,719) (4,621,258)
-------------- --------------
Net cash used in investing activities..................................... (6,337,626) (2,048,678)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net...................................... -- 62,560,222
Proceeds from exercise of common stock options.................................. 3,666 23,648
Proceeds from issuance of preferred stock, net.................................. 39,831,994 --
Redemption of common stock...................................................... (25,000,343) --
Advances from related party..................................................... 3,048,096 --
Repayment of advances from related party........................................ (1,385,832) --
-------------- --------------
Net cash provided by financing activities................................. 16,497,581 62,583,870
-------------- --------------
Effect of exchange rate changes on cash........................................... -- (44,186)
-------------- --------------
Net increase in cash and cash equivalents......................................... 7,770,621 50,873,250
Cash and cash equivalents at beginning of period.................................. -- 2,671,845
-------------- --------------
Cash and cash equivalents at end of period........................................ $ 7,770,621 $ 53,545,095
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
5
<PAGE>
DOUBLECLICK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1--SUMMARY OF OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF OPERATIONS
DoubleClick Inc. (together with its subsidiaries, the "Company") is a
leading provider of comprehensive Internet advertising solutions for
advertisers and Web publishers worldwide. The Company's technology and media
expertise enable it to dynamically deliver highly targeted, measurable and
cost-effective Internet advertising for advertisers and to increase ad sales
and improve ad space inventory management for Web publishers. The Company was
organized as a Delaware corporation on January 23, 1996 and commenced
operations on that date.
BASIS OF PRESENTATION
The unaudited consolidated financial statements included herein include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated. Investments in less
than 20% owned business partners, for whom the Company does not have the ability
to exercise significant influence and there is not a readily determinable market
value, are accounted for using the cost method of accounting. Dividends and
other distributions of earnings from investees, if any, are included in income
when declared.
The consolidated balance sheet as of June 30, 1998, the consolidated
statement of operations for the three and six months ended June 30, 1997 and
1998, and the consolidated statement of cash flows for the six months ended
June 30, 1997 and 1998 have been prepared by the Company, and are not
audited. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 1998 and for all
periods presented have been made. The consolidated balance sheet at December
31, 1997 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the Securities and Exchange
Commission's rules and regulations.
The unaudited consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial statements and
the notes thereto as included in the Company's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission on December 16, 1997,
as amended with the Securities and Exchange Commission through February 19,
1998 and its periodic filings with the Securities and Exchange Commission
thereafter. The results of operations for the three and six months ended June
30, 1998 are not necessarily indicative of the results to be expected for any
subsequent quarter or the entire year ending December 31, 1998.
MANAGEMENT'S USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.
6
<PAGE>
DOUBLECLICK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
NOTE 1--SUMMARY OF OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to credit risk
consist primarily of cash and cash equivalents, short-term investments and trade
receivables.
The Company performs ongoing credit evaluations of its customers and
generally does not require collateral. No single customer represented more
than 10% of revenues for the three and six months ended June 30, 1998. The
Company is subject to concentrations of credit risk and interest rate risk
related to its short-term investments. The Company's credit risk is managed
by limiting the amount of investments placed with any one issuer, investing
in money market funds, short term commercial paper, and A1 rated corporate
bonds with an average days to maturity of 33 days as of June 30, 1998.
BASIC AND DILUTED NET LOSS PER SHARE
Basic net loss per share is computed by dividing the net loss by the sum of
the weighted average number of shares of common stock and the shares resulting
from the conversion of the convertible preferred stock as though such conversion
occurred at the beginning of the period, less shares assumed to have been
redeemed in connection with the Company recapitalization of the Company in June
1997, as though such recapitalization also occurred at the beginning of the
period. Options to purchase shares of common stock could potentially dilute
basic earnings per share in the future and have not been included in the
computation of diluted net loss per share because to do so would have been
antidilutive for the periods presented.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income
(Statement 130). Statement 130 establishes standards for reporting and
disclosure of comprehensive income and its components (revenues, expenses,
gains, and losses) in a full set of general-purpose financial statements.
Statement 130, which is effective for fiscal years beginning after December 15,
1997, requires reclassification of financial statements for earlier periods to
be provided for comparative purposes. The implementation of the provisions of
Statement 130 do not have a significant impact on the Company's existing
disclosures.
In June 1997, the FASB issued SFAS No. 131, Disclosure About Segments of an
Enterprise and Related Information (Statement 131). Statement 131 establishes
standards for the way that public business enterprises report information about
operating segments. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. Statement 131 is
effective for fiscal years beginning after December 15, 1997. In the initial
year of application, comparative information for earlier years must be restated.
The Company anticipates that implementing the provisions of Statement 131 will
not have a significant impact on the Company's existing disclosures.
NOTE 2--PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is provided using
the straight-line method over the estimated useful life of the assets. Leasehold
improvements are amortized over the estimated
7
<PAGE>
DOUBLECLICK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
NOTE 2--PROPERTY AND EQUIPMENT (CONTINUED)
useful life of the assets. Leasehold improvements are amortized over their
estimated useful lives, or the term of leases, whichever is shorter.
<TABLE>
<CAPTION>
ESTIMATED DECEMBER 31, JUNE 30,
USEFUL LIFE 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Computer Equipment..................................................... 1-3 years $1,768,509 $ 5,723,938
Furniture and Fixtures................................................. 5 years 273,856 759,543
Leasehold Improvements................................................. 1-5 years 389,708 848,365
------------ ------------
2,432,073 7,331,846
Less accumulated depreciation and amortization......................... 434,747 1,247,043
------------ ------------
$1,997,326 $ 6,084,803
------------ ------------
</TABLE>
NOTE 3--STOCKHOLDERS' EQUITY
In February 1998, the Company completed an initial public offering of
4,025,000 shares of the Company's Common stock. Proceeds to the Company from
this initial public offering totaled approximately $62.5 million net of
offering costs of $1.1 million. Upon the closing of the initial public
offering, the Company's convertible preferred stock converted into 6,234,434
shares of common stock. Options to purchase 125,708 shares of common stock
were exercised during the six months ended June 30, 1998.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT OF 1993 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. SUCH STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THE
COMPANY'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 THAT MAY AFFECT FUTURE RESULTS" AND ELSEWHERE IN THIS REPORT.
OVERVIEW
DoubleClick is a leading provider of comprehensive Internet advertising
solutions for advertisers and Web publishers. The Company offers four distinct
Internet advertising solutions: (i) the DoubleClick Network, launched in March
1996; (ii) DoubleClick's DART Service, marketed to Web publishers since January
1997; (iii) DoubleClick Direct, an Internet-based direct marketing solution
introduced on a limited basis in September 1997; and (iv) DoubleClick Local, an
Internet advertising solution introduced in July 1998 which is designed to allow
regional and local advertisers to reach highly targeted regional and local
audiences. DoubleClick's proprietary DART technology, which dynamically matches
and delivers ads to a target audience within milliseconds, is the platform for
all of the Company's solutions.
The Company completed its initial public offering of 4,025,000 shares of
Common Stock, inclusive of 525,000 shares from the exercise of the
underwriters' over-allotment option, at a price of $17.00 per share on
February 25, 1998. The net proceeds of approximately $62.5 million from the
initial public offering were added to the working capital of the Company.
Pending use of the net proceeds, the Company has invested such funds in
short-term, interest bearing investment grade obligations.
The Company was founded in January 1996 by Kevin J. O'Connor, the Company's
Chief Executive Officer, Dwight A. Merriman, the Company's Chief Technical
Officer, and the DoubleClick Division of Poppe Tyson, a subsidiary of Bozell,
Jacobs, Kenyon & Eckhardt, Inc. ("Poppe Tyson"). The Company has grown from 13
employees as of March 31, 1996 to 311 employees as of June 30, 1998.
Beginning in the fourth quarter of 1996, substantially all of the
Company's revenues have been derived from the DoubleClick Network. The
Company offers advertising on the DoubleClick Network to third party
advertisers with pricing determined on a CPM (cost per thousand ads
delivered) basis. Discounts are offered based on a variety of factors,
including the duration and gross dollar amount of advertising campaigns.
Advertisements delivered by the Company are typically sold pursuant to
purchase order agreements, which are subject to cancellation. The Company's
revenues are received from the advertiser that orders the ad, and the Company
pays the Web publisher on whose Web site such advertisement is delivered a
service fee calculated as a percentage of such revenues, which amount is
included in cost of revenues. The Company is responsible for billing and
collecting for ads delivered on the DoubleClick Network, including
DoubleClick Local and DoubleClick Direct, and typically assumes the risk of
non-payment from advertisers. In addition, the Company earns service fees for
providing the DART Service to Web publishers. DoubleClick Direct advertising
is priced on a "cost-per-click", "cost-per-lead" and "cost-per-sale or
download" basis. To date, revenues from DoubleClick's DART Service,
DoubleClick Direct and DoubleClick Local have not been significant.
Advertising revenues are recognized in the period that the advertisement is
delivered, provided that no significant obligations remain and collection of the
resulting receivable is probable. The Company also sells sponsorship
advertising, which involves a greater degree of integration among the Company,
the
9
<PAGE>
advertiser and the Web sites on the DoubleClick Network. These sponsorships are
typically priced based on the length of time that the sponsorship runs, rather
than a CPM basis. Revenues relating to sponsorship advertising are recognized
ratably over the sponsorship period.
The Company expects that revenues generated from the DoubleClick Network
will continue to account for a substantial portion of the Company's revenues for
the foreseeable future. Moreover, ads delivered on Web sites of the top four Web
publishers in the DoubleClick Network, including AltaVista, accounted for
approximately 56.9% of the Company's revenues for the six months ended June 30,
1998. The Company typically enters into short-term contracts with Web publishers
for inclusion of their Web sites in the DoubleClick Network. The failure to
successfully market the DoubleClick Network, the loss of one or more of the Web
sites which account for a significant portion of the Company's revenues from the
DoubleClick Network, or any reduction in traffic on such Web sites could have a
material adverse effect on the Company's business, results of operations and
financial condition.
In December 1996, the Company entered into an agreement with Digital
Equipment Corporation ("Digital") (acquired by Compaq Computer Corp.
("Compaq") in June 1998) to be the exclusive third-party provider of
advertising services on specified pages within the AltaVista Web site. The
agreement was amended on January 7, 1998 to extend the term through December
1999 and to provide that the agreement would survive a change of control of
AltaVista or Digital, although notwithstanding either such provision, either
party may terminate the agreement upon 90 days' prior written notice. The
Company has recently commenced preliminary discussions with Compaq regarding
the Company's relationship and agreement with AltaVista. As a result of such
discussions, Compaq may elect, or notify the Company of its intention to
elect, to terminate the agreement or demand concessions or contractual terms
that are less favorable to the Company than the existing agreement. The
timing and outcome of such discussions are uncertain. The loss of AltaVista
as part of the DoubleClick Network, any reduction in traffic on or through
the AltaVista Web site, the termination of AltaVista's contract with the
Company or the negotiation of new terms to the agreement that are less
favorable to the Company would have a material adverse effect on the
Company's business, results of operations and financial condition. Compaq may
also change or limit the type of advertisers that are acceptable for the
AltaVista Web site, which could materially and adversely impact advertising
revenues. Any development materially affecting the business or financial
condition of AltaVista, including any consequences of the acquisition by
Compaq, the sale of AltaVista to a third party, or the entering into of a
strategic relationship with a third party with a dedicated ad sales force
could have a material adverse effect on the Company's business, results of
operations and financial condition.
DoubleClick pays AltaVista a service fee calculated as a percentage of the
revenues derived from the delivery of advertisements on or through the
AltaVista Web site. Revenues from advertisements delivered on or through the
AltaVista Web site were $8.6 million, or 49.4% of the Company's revenues and
$15.2 million, or 50.1% of the Company's revenues for the three and six months
ended June 30, 1998, respectively. No other web site or publisher accounted
for more than 10% of the Company's revenue for the three or six months ended
June 30, 1998.
The Company has incurred significant losses since its inception, and as
of June 30, 1998 had an accumulated deficit of $45.6 million, of which $20.6
million related to cumulative losses and $25.0 million related to the
redemption of shares of Common Stock from certain stockholders in connection
with the recapitalization of the Company that occurred simultaneously with
the completion of a private placement of the Company's securities in June
1997. In addition, the Company recorded deferred compensation of $1.5
million, which represented the difference between the exercise price and the
fair market value of the Company's Common Stock issuable upon the exercise of
certain stock options granted to employees. The deferred compensation is
being amortized over the vesting periods of the related options. Of the total
deferred compensation amount, $0.8 million has been amortized as of June 30,
1998. The Company believes that period-to-period comparisons of its operating
results are not meaningful and that the results for any period should not be
relied upon as an indication of future performance. The Company currently
expects to significantly increase its operating expenses in order to expand
its sales and marketing
10
<PAGE>
operations, to continue to expand internationally, to upgrade and enhance its
DART technology and to market and support its solutions. As a result of these
factors, there can be no assurance that the Company will not incur significant
losses on a quarterly and annual basis for the foreseeable future.
REVENUES
Revenues increased $11.2 million from $6.1 million for the three months
ended June 30, 1997 to $17.3 million, or 181.7%, for the three months ended
June 30, 1998. Revenues increased $18.8 million from $11.5 million for the
six months ended June 30, 1997 to $30.3 million, or 164.2%, for the six
months ended June 30, 1998. The increase in revenues, both in absolute
dollars and as a percentage of revenues, was due primarily to an increase in
the number of advertisers and ads delivered on the DoubleClick Network,
particularly ads delivered on or through the AltaVista Web site. Revenues
earned from advertisements delivered on or through the AltaVista Web site
were $8.6 million, or 49.4% of revenues and $15.2 million, or 50.1% of
revenues for the three and six months ended June 30, 1998, respectively,
compared to 38.7% and 37.6% of revenues for the three and six months ended
June 30, 1997. Approximately $2.0 million of such revenues for the three
months ended June 30, 1998 and $3.0 million of such revenues for the six
months ended June 30, 1998 resulted from sales of inventory on the AltaVista
Web site which was derived through an arrangement between AltaVista and
another search engine that expired on June 30, 1998. This revenue is
non-recurring. AltaVista is a significant part of the DoubleClick Network. No
other Web site accounted for more than 10.0% of revenues for the three or six
months ended June 30, 1998, and no one advertiser accounted for 10.0% of
revenues during the same periods. To date, the Company has not derived
significant revenues from its DART Service, DoubleClick Direct, DoubleClick
Local or international operations.
COST OF REVENUES
Cost of revenues consists primarily of service fees paid to Web
publishers for ads delivered to the Web sites on the DoubleClick Network.
Cost of revenues also includes other costs of delivering advertisements,
including depreciation of the ad delivery system and Internet access costs.
Gross margin was 33.3% and 32.2% for the three months ended June 30, 1997 and
1998, respectively. Gross margin was from 34.7% and 32.1% for the six months
ended June 30, 1997 and 1998, respectively. Gross margin decreased due to a
shift in the Company's revenue mix away from the sale of advertisements on a
commission basis. To the extent revenues from its DART service increase as a
percentage of total revenues, the Company anticipates that gross margin will
increase.
OPERATING EXPENSES
SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, commissions, advertising, maintenance of the Company's Web site,
trade show expenses, seminars and costs of marketing materials. Sales and
marketing expenses increased $5.0 million, or 257.8%, from $1.9 million for
the three months ended June 30, 1997, or 31.3% of revenues, to $6.9 million
or 39.8% of revenue for the three months ended June 30, 1998. Sales and
marketing expenses increased $8.5 million, or 209.3%, from $4.0 million for
the six months ended June 30, 1997, or 35.3% of revenues, to $12.5 million or
41.3% of revenue for the six months ended June 30, 1998. The increase in
absolute dollars was primarily attributable to the increase in sales
personnel, commissions associated with the increase in revenues, costs
associated with expanding international operations, and costs related to the
continued development and implementation of the Company's marketing and
branding campaigns. The increase in sales and marketing expenses as a
percentage of revenues resulted from such expenses increasing more rapidly
than revenues as the Company continued to build its sales and marketing
infrastructure. The Company expects sales and marketing expenses to increase
on an absolute dollar basis but decrease as a percentage of revenues as the
Company hires additional personnel, expands into new markets and continues to
promote the DoubleClick brand.
11
<PAGE>
GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of compensation and consulting expenses and related supplies and
materials. General and administrative expenses increased $1.6 million, or
157.4%, from $1.0 million for the three months ended June 30, 1997, or 16.6%
of revenues, to $2.6 million or 15.2% of revenues for the three months ended
June 30, 1998. General and administrative expenses increased $3.2 million, or
180.6%, from $1.8 million for the six months ended June 30, 1997, or 15.4% of
revenues, to $5.0 million or 16.4% of revenues for the six months ended June
30, 1998. The increase in absolute dollars and as a percentage of revenues
from the prior year six month period was primarily the result of expenses
related to increased personnel and professional service fees. The Company
expects general and administrative expenses to increase on an absolute dollar
basis but decrease as a percentage of revenues as the Company hires
additional personnel and incurs additional costs related to the growth of its
business and its operations as a public company.
PRODUCT DEVELOPMENT. Product development expenses consist primarily of
compensation and consulting expenses and enhancements to the DART technology.
To date, all product development costs have been expensed as incurred.
Product development expenses increased $1.3 million, or 454.6%, from $0.3
million for the three months ended June 30, 1997, or 4.6% of revenues, to
$1.6 million or 9.0% of revenue for the three months ended June 30, 1998.
Product development expenses increased $2.1 million, or 403.1%, from $0.5
million for the six months ended June 30, 1997, or 4.5% of revenues, to $2.6
million or 8.5% of revenue for the six months ended June 30, 1998. The
increase in absolute dollars was due primarily to increases in product
development personnel and consulting expenses. The increase in product
development expenses as a percentage of revenues resulted from such expenses
increasing more rapidly than revenues as the Company continued the
development of its DART technology, DoubleClick Direct and DoubleClick Local.
The Company believes that continued investment in product development is
critical to attaining its strategic objectives and, as a result, expects
product development expenses to increase on an absolute dollar basis but
remain relatively constant as a percentage of revenues.
INTEREST INCOME (EXPENSE)
Net interest income increased $867,550 from net interest expense of
$51,299 for the three months ended June 30, 1997 to net interest income of
$816,251 for the three months ended June 30, 1998. Net interest income
increased $1,351,815 from net interest expense of $123,638 for the six months
ended June 30, 1997 to net interest income of $1,228,177 for the six months
ended June 30, 1998. The increase in interest income was attributable to an
increase in cash, cash equivalents and short-term investments as a result of
the net proceeds received by the Company from its initial public offering of
Common stock in February 1998. Interest income in future periods may
fluctuate as a result of fluctuations in average cash balances maintained by
the Company and changes in the market rate of its investments.
NET LOSS
The Company's net loss increased $3.5 million, or $.17 per share, from $1.2
million for the three months ended June 30, 1997, or $0.11 per share, to $4.7
million for the three months ended June 30, 1998, or $0.28 per share.
The Company's net loss increased $6.6 million, or $.37 per share, from $2.5
million for the six months ended June 30, 1997, or $0.22 per share, to $9.1
million for the six months ended June 30, 1998, or $0.59 per share. The increase
in the net loss was primarily due to the hiring of additional personnel,
particularly in sales and marketing, and product development. The Company
expects to hire additional personnel and increase its spending for marketing and
other infrastructure needs.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has financed its operations through the
private placement of equity securities, borrowings from a related party, and its
initial public offering. In June 1997, the Company completed a private placement
of equity securities to new investors and received $39.8 million in net
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proceeds, of which $25.0 million was used to redeem shares of Common Stock
from certain stockholders. On December 30, 1997, $5,000,000 in borrowings
from a related party pursuant to a Convertible Promissory Note (the
"Convertible Note") was converted into 779,302 shares of the Company's Common
Stock. In February 1998, the Company received net proceeds of approximately
$62.5 million from the initial public offering of 4,025,000 shares of the
Company's Common Stock at a price of $17.00 per share.
Net cash used in operating activities was $2.4 million and $9.6 million for
the six months ended June 30, 1997 and 1998, respectively. Cash used in
operating activities for the six months ended June 30, 1998 resulted from net
operating losses and increases in accounts receivable and other current assets,
which were partially offset by increases in accounts payable, accrued expenses
and deferred revenues.
Net cash used in investing activities was $6.3 million and $2.0 million for
the six months ended June 30, 1997 and 1998, respectively. Cash used in
investing activities for the six months ended June 30, 1998 resulted from
purchases of property and equipment and investments, partially offset by
proceeds provided by the sales and maturities of short-term investments.
Net cash provided by financing activities was $16.5 million and $62.6
million for the six months ended June 30, 1997 and 1998, respectively. Cash
provided by financing activities for the six months ended June 30, 1998
consisted primarily of net proceeds received by the Company in connection with
the closing of its initial public offering in February 1998.
As of June 30, 1998, the Company had $53.5 million of cash and cash
equivalents and $3.0 million in short-term investments. The Company's principal
commitments consisted of obligations under operating and capital leases.
Although the Company has no material commitments for capital expenditures,
management anticipates that it will experience a substantial increase in its
capital expenditures and lease commitments consistent with its anticipated
growth in operations, infrastructure and personnel. The Company currently
anticipates that it will continue to experience significant growth in its
operating expenses for the foreseeable future and that its operating expenses
will be a material use of the Company's cash resources. The Company believes
that the existing cash and cash equivalents and short-term investments will be
sufficient to meet its anticipated cash needs for working capital and capital
expenditures for at least the next twelve months.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are coded
to accept or recognize only two digit entries in the date code field. These
systems and software products will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than two years, computer systems and/or software used by many companies and
governmental agencies may need to be upgraded to comply with such Year 2000
requirements.
The Company has made an assessment of its solutions and believes that its
solutions are Year 2000 compliant. However, the software and hardware
products used by Web publishers and advertisers using the Company's
solutions, software and hardware products used by the Company's vendors, as
well as software and hardware products used to operate the Internet and
certain public utilities, including telecommunications companies and electric
companies, may not be Year 2000 compliant, thereby disrupting the ability of
customers to utilize the Company's solutions. The Company is currently in the
process of evaluating the Year 2000 compliance of (i) the third-party
products used in its internal systems and (ii) the Company's major vendors.
The Company anticipates that the evaluation will be completed by the
first quarter of 1999. The Company does not believe that the costs of the
evaluation of Year 2000 compliance or to address any of its Year 2000
compliance issues will be material. However, the impact of the Year 2000
issues cannot be determined at this time. The failure by certain third
parties, particularly public utility companies and Web publishers, to address
their Year 2000 issues on a timely basis could have a material adverse effect
on the Company's business, results of operations or financial condition.
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITH THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934. SUCH STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THE FACTORS SET FORTH BELOW
AND ELSEWHERE IN THIS REPORT.
EXTREMELY LIMITED OPERATING HISTORY; HISTORY OF LOSSES; ANTICIPATION OF
CONTINUED LOSSES
The Company was incorporated in January 1996 and its prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies with extremely limited operating histories,
particularly companies in the new and rapidly evolving markets for the Internet
and Internet services, including the Internet advertising market. There can be
no assurance that the Company will be successful in addressing such risks.
Although the Company has experienced revenue growth in recent periods,
historical growth rates may not be sustained and are not necessarily indicative
of future operating results. Given the level of planned operating and capital
expenditures, the Company anticipates that it will continue to incur operating
losses at least through 1999. There can be no assurance that operating losses
will not increase in the future or that the Company will ever achieve or sustain
profitability. To the extent that revenues do not grow at anticipated rates,
that increases in operating expenses precede or are not
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subsequently followed by commensurate increases in revenues or that the Company
is unable to adjust operating expense levels accordingly, the Company's
business, results of operations and financial condition will be materially and
adversely affected.
DEPENDENCE ON ALTAVISTA
Revenues from advertisements delivered on or through the AltaVista Web
site represented 44.7% of the Company's revenues for the year ended December
31, 1997, and 49.4% and 50.1% of the Company's revenues for the three months
and six months ended June 30, 1998, respectively. In December 1996, the
Company entered into an agreement with Digital (acquired by Compaq in June
1998) to be the exclusive third-party provider of advertising services on
specified pages within the AltaVista Web site. The agreement was amended on
January 7, 1998 to extend the term through December 1999 and to provide that
the agreement would survive a change of control of AltaVista or Digital,
although, notwithstanding either such provision, either party may terminate
the agreement upon 90 days' prior written notice. The Company has recently
commenced preliminary discussions with Compaq regarding the Company's
relationship and agreement with AltaVista. As a result of such discussions,
Compaq may elect, or notify the Company of its intention to elect, to
terminate the agreement or demand concessions or contractual terms that are
less favorable to the Company than the existing agreement. The timing and
outcome of such discussions are uncertain. The loss of AltaVista as part of
the DoubleClick Network, any reduction in traffic on or through the AltaVista
Web site, the termination of AltaVista's contract with the Company or the
negotiation of new terms to the agreement that are less favorable to the
Company would have a material adverse effect on the Company's business,
results of operations and financial condition. Compaq may also change or
limit the type of advertisers that are acceptable for the AltaVista Web site,
which could materially and adversely impact advertising revenues. In
addition, any development materially affecting the business or financial
condition of AltaVista, including any consequences of the acquisition by
Compaq, the sale of AltaVista to a third party, or the entering into of a
strategic relationship with a third party with a dedicated ad sales force,
could have a material adverse effect on AltaVista's business or the Company's
relationship with AltaVista.
WEB PUBLISHER CONCENTRATION
Ads delivered on the Web sites of the top four Web publishers on the
DoubleClick Network, including AltaVista, accounted for approximately 56.9%
of the Company's revenues for the six months ended June 30, 1998 and
approximately 61.2% of the Company's revenues for the year ended December 31,
1997. The Company anticipates that a substantial portion of the Company's
future revenues will be derived from ads delivered on the Web sites of a
limited number of Web publishers. The Company typically enters into
short-term contracts with Web publishers for inclusion of their Web sites in
the DoubleClick Network. The loss of one or more of the Web sites which
account for a significant portion of the Company's revenues from the
DoubleClick Network or any reduction in traffic on such Web sites could have
a material adverse effect on the Company's business, results of operations
and financial condition. In addition, the loss of such Web sites may result
in the loss of advertisers or Web publishers from the DoubleClick Network,
which could have a material adverse effect on the Company's business, results
of operations and financial condition. Given the short-term nature of the
Company's contracts, the Company may, in the future, have to negotiate a new
contract or renewal which may have terms that are not as favorable to the
Company as its existing contract, and such renegotiations could have a
material adverse effect on the Company's business, results of operations and
financial condition.
RELIANCE ON THE DOUBLECLICK NETWORK
Since the third quarter of 1996, the Company's DoubleClick Network has
accounted for substantially all of the Company's revenues. Although the
Company's solutions consist of the DART Service, DoubleClick Direct and the
recently introduced DoubleClick Local, the Company expects that revenues
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generated from advertisements delivered to Web sites on the DoubleClick Network
will continue to account for a substantial portion of the Company's revenues for
the foreseeable future. The DoubleClick Network consists of Web sites of a
limited number of Web publishers that have contracted for the Company's
solutions pursuant to short-term agreements. There can be no assurance that such
Web publishers will remain associated with the DoubleClick Network, that the Web
sites on the DoubleClick Network will maintain consistent or increasing levels
of traffic over time, or that the Company will be able to timely or effectively
replace any exiting DoubleClick Network Web site with other Web sites with
comparable traffic patterns and user demographics. The failure of the Company to
successfully market the DoubleClick Network or the failure of the Web sites on
the DoubleClick Network to maintain consistent or increasing levels of traffic
would have a material adverse effect on the Company's business, results of
operations and financial condition.
DEPENDENCE ON A LIMITED NUMBER OF ADVERTISERS
The Company's revenues to date have been derived from a limited number of
customers which advertise on the DoubleClick Network and the Company expects
that a limited number of advertisers will continue to account for a significant
percentage of the Company's revenues for the foreseeable future. Although no one
advertiser accounted for more than 10.0% of the Company's total revenue during
the three month period ended June 30, 1998, the Company's top ten advertisers
accounted for an aggregate of 21.9% of the Company's revenues for the three
months ended June 30, 1998. Further, advertisements delivered by the Company are
typically sold pursuant to purchase order agreements which are subject to
cancellation. There can be no assurance that current advertisers will continue
to purchase advertising from the Company or that the Company will be able to
successfully attract additional advertisers. The loss of one or more of the
advertisers that represent a material portion of the revenues generated on the
DoubleClick Network could have a material adverse effect on the Company's
business, results of operations and financial condition. In addition, the
non-payment or late payment of amounts due by a significant advertiser could
have a material adverse effect on the Company's business, results of operations
and financial conditions.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company's results of operations may fluctuate significantly in the
future as a result of a variety of factors, many of which are beyond the
Company's control. These factors include the addition or loss of advertisers or
Web publishers that utilize the Company's solutions, the level of user traffic
and number of available impressions on or through the Web sites on the
DoubleClick Network, changes in service fees payable by the Company to Web
publishers, the introduction of new Internet advertising solutions by the
Company or its competitors, the amount and timing of capital expenditures and
other costs relating to the expansion of the Company's operations, the timing
and number of new hires, the mix of solutions provided, the mix of domestic and
international revenues, the incurrence of costs relating to acquisitions, demand
for, and market acceptance of, Internet advertising, seasonal trends in Internet
usage and advertising placements, advertisers' budgeting cycles, the commitment
of advertising budgets to Internet advertising, changes in pricing models for
Internet advertising, and general economic conditions.
For the foreseeable future, the Company's revenues will be directly
contingent on the level of user traffic and advertising activity on the Web
sites on the DoubleClick Network in a given period. Accordingly, future revenues
and results of operations are difficult to forecast. The Company plans to
continue to significantly increase its operating expenses in order to increase
its sales and marketing operations, to continue to expand internationally, to
upgrade and enhance its DART technology and to market and support its solutions.
To the extent that such expenses precede or are not subsequently followed by
increased revenues, the Company's business, results of operations and financial
condition would be materially and adversely affected. The Company may be unable
to adjust spending in a timely manner to compensate for any unexpected revenue
shortfall, and any significant shortfall in revenues in relation to
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the Company's expectations would have a material adverse effect on the Company's
business, results of operations and financial condition.
The Company has been, and expects in the future to be, subject to seasonal
fluctuations in the amount of Internet advertising revenues generated by the
Company, as advertisers historically spend less during the first calendar
quarter of each year. Additional seasonal patterns in Internet advertising
spending and other seasonal fluctuations may emerge as the market matures.
Due to all of the foregoing factors, the Company believes that
period-to-period comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.
Furthermore it is possible that in some future quarters the Company's results of
operations may fall below the expectations of securities analysts and investors.
In such event, the trading price of the Company's Common Stock would likely be
materially and adversely affected.
MANAGEMENT OF GROWTH
The Company has experienced rapid growth in its operations. This rapid
growth has placed, and is expected to continue to place, a significant strain on
the Company's managerial, operational and financial resources. The Company has
grown from 13 employees as of March 31, 1996 to 311 employees as of June 30,
1998. The Company expects that the number of its employees will continue to
increase for the foreseeable future. There can be no assurance that the
Company's systems, procedures, or controls will be adequate to support the
Company's expanding operations, or that the Company's management will be able to
achieve the rapid execution necessary to successfully offer its solutions and
implement its business plan. The Company's data center is currently located in
the Company's executive offices in New York, New York. The Company is
considering relocating its data operations into a new facility in New York, New
York. The inability to successfully manage such relocation would have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company's future results of operations will also depend on its
ability to expand its sales and marketing and customer support organizations
both domestically and internationally. The failure of the Company to manage its
growth effectively would have a material adverse effect on the Company's
business, results of operations and financial condition. Furthermore, the
Company's future performance may depend on the Company's ability to integrate
any acquired business, technologies, services or products, which, even if
successful, may take a significant period of time and expense, and may place a
significant strain on the Company's resources. If the Company is unable to
manage any such acquisition-based growth effectively, the Company's business,
results of operations and financial condition will be materially adversely
affected.
DEVELOPING MARKET; UNPROVEN ACCEPTANCE AND EFFECTIVENESS OF WEB ADVERTISING
The market for Internet advertising has only recently begun to develop, is
rapidly evolving and is characterized by an increasing number of market
entrants. As is typical in the case of a new and rapidly evolving industry,
demand and market acceptance for recently introduced products and services are
subject to a high level of uncertainty. Since the Company expects to derive
substantially all of its revenues in the foreseeable future from Internet
advertising solutions, the future success of the Company is highly dependent on
the increased use of the Internet as an advertising medium. The Internet as an
advertising medium has not been available for a sufficient period of time to
gauge its effectiveness as compared with traditional advertising media. Most of
the Company's current or potential advertising customers have limited or no
experience using the Internet as an advertising medium, have not devoted a
significant portion of their advertising expenditures to Internet advertising
and may not find Internet advertising to be effective for promoting their
products and services relative to advertising on traditional media. The adoption
of Internet advertising, particularly by those entities that have historically
relied upon traditional media for advertising, requires the acceptance of a new
way of conducting business and exchanging information. In addition, most of the
Company's current and potential Web publisher customers have
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limited or no experience in generating revenues from the sale of advertising
space on their Web sites. There can be no assurance that the market for Internet
advertising will continue to emerge or become sustainable. If the market fails
to develop or develops more slowly than expected, the Company's business,
results of operations and financial condition could be materially and adversely
affected.
There are no widely accepted standards for the measurement of the
effectiveness of Internet advertising, and there can be no assurance that such
standards will develop sufficiently to support Internet advertising as a
significant advertising medium. There also can be no assurance that the
Company's advertising customers will accept the Company's or other third-party
measurements of impressions on the Web sites of Web publishers utilizing the
Company's solutions, or that such measurements will not contain errors. In
addition, the effectiveness of Internet advertising is dependent upon the
accuracy of information contained in the databases used to target
advertisements. Like any database, there can be no assurance that the
information in the Company's database will be accurate or that advertisers will
be willing to have advertisements targeted by any database containing such
potential inaccuracies.
Further, there can be no assurance that advertisers will determine that
banner advertising, the delivery of which currently comprises substantially all
of the Company's revenues, is an effective or attractive advertising medium, and
there can be no assurance that the Company will effectively transition to any
other forms of Internet advertising should they develop and achieve market
acceptance. Moreover, "filter" software programs that limit or prevent
advertising from being delivered to a Web user's computer are available.
Widespread adoption of such software by users could have a material adverse
effect upon the commercial viability of Internet advertising, which would have a
material adverse effect on the Company's business, results of operations and
financial condition.
PRIVACY CONCERNS
The Company's DART technology uses cookies to limit the frequency with which
an ad is shown to the user. Cookies are bits of information keyed to a specific
server, file pathway or directory location that are stored on a user's hard
drive and passed to a Web site's server through the user's browser software.
Cookies can be placed on the user's hard drive without the user's knowledge or
consent, but are also removable by the user at any time through the modification
of the user's browser settings. Due to privacy concerns, some Internet
commentators, advocates and governmental bodies have suggested that the use of
cookies be limited or eliminated. In addition, certain currently available
Internet browsers allow a user to delete cookies or prevent cookies from being
stored on the user's hard drive. Any reduction or limitation in the use of
cookies could limit the effectiveness of ad targeting by the Company's DART
technology.
UNPROVEN BUSINESS MODEL
The Company's business model is to generate revenues solely by providing
Internet advertising solutions to advertisers and Web publishers. The profit
potential of the Company's business model is unproven, and, to be successful,
the Company must, among other things, develop and market solutions that achieve
broad market acceptance by advertisers and Web publishers. There can be no
assurance that Internet advertising, in general, or the Company's solutions, in
particular, will achieve broad market acceptance. The Company's ability to
generate significant revenues from advertisers will depend, in part, on the
development of a large base of Web publishers that utilize the Company's
solutions and have Web sites with adequate available ad space inventory, and
whose Web sites generate sufficient user traffic with demographic
characteristics that are attractive to such advertisers. Furthermore, there is
intense competition among sellers of Internet advertising and a variety of
related pricing models have developed, making it difficult to project future
levels of advertising revenues and applicable gross margins that can be
sustained by the Company or the Internet advertising industry in general.
Accordingly, no assurance can be given that the Company's business model will be
successful or that it can sustain revenue growth and maintain sufficient gross
margins.
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Market acceptance of DoubleClick Direct will depend, in large part, on the
adoption of the Internet as a direct marketing vehicle and the continued
emergence of Internet commerce. No assurance can be given that the Company's
cost-per-action pricing model for DoubleClick Direct will achieve market
acceptance by direct marketers, generate significant revenues, or provide
acceptable gross margins.
RISK OF SYSTEM FAILURE; YEAR 2000 COMPLIANCE
The Company's solutions utilize its DART technology, which resides on a
computer system located at the Company's headquarters in New York City. The
continuing and uninterrupted performance of such computer system is critical to
the success of the Company's business. Any system failure that causes
interruptions in the Company's ability to service its customers, including
failures that affect the ability of the Company to deliver advertisements
without significant delay to the viewer, could reduce customer satisfaction and,
if sustained or repeated, would reduce the attractiveness of the Company's
solutions to advertisers and Web publishers. An increase in the volume of
advertising delivered through the Company's servers could strain the capacity of
the software or hardware deployed by the Company, which could lead to slower
response time or system failures. To the extent that any capacity constraints
are not effectively addressed by the Company, such constraints would have a
material adverse effect on the Company's business, results of operations and
financial condition.
The Company's operations are dependent upon its ability to protect its
computer systems against damage from fire, power loss, telecommunications
failures, vandalism and other malicious acts, and similar unexpected adverse
events. In addition, failure of the Company's telecommunications providers to
provide the data communications capacity in the time frame required by the
Company for any reason could cause interruptions in the solutions provided by
the Company. Despite precautions taken by the Company, unanticipated problems
affecting the Company's systems have from time to time in the past caused, and
in the future could cause, interruptions in the delivery of the Company's
solutions. The Company has implemented redundancies for its system, and is
implementing a real-time back-up, off-site system capable of supporting its
operations in the event of a system failure. Any damage or failure that
interrupts or delays the Company's operations could have a material adverse
effect on the Company's business, results of operations and financial condition.
Many currently installed computer systems and software products are coded
to accept or recognize only two digit entries in the date code field. These
systems and software products will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than two years, computer systems and/or software used by many companies and
governmental agencies may need to be upgraded to comply with such Year 2000
requirements.
The Company has made an assessment of its solutions and believes that its
solutions are Year 2000 compliant. However, the software and hardware
products used by Web publishers and advertisers using the Company's
solutions, software and hardware products used by the Company's vendors, as
well as software and hardware products used to operate the Internet and
certain public utilities, including telecommunications companies and electric
companies, may not be Year 2000 compliant, thereby disrupting the ability of
customers to utilize the Company's solutions. The Company is currently in the
process of evaluating the Year 2000 compliance of (i) the third-party
products used in its internal systems and (ii) the Company's major vendors.
The Company anticipates that the evaluation will be completed by the
first quarter of 1999. The Company does not believe that the costs of the
evaluation of Year 2000 compliance or to address any of its Year 2000
compliance issues wil be material. However, the impact of the Year 2000
issues cannot be determined at this time. The failure by certain third
parties, particularly public utility companies and Web publishers, to address
their Year 2000 issues on a timely basis could have a material adverse effect
on the Company's business, results of operations or financial condition.
COMPETITION
The markets for Internet advertising and related products and services are
intensely competitive and such competition is expected to continue to increase.
There are no substantial barriers to entry in this market and the Company
believes that its ability to compete depends upon many factors within and beyond
its control, including the timing and market acceptance of new solutions and
enhancements to existing solutions developed by the Company and its competitors,
customer service and support, sales and marketing efforts, and the ease of use,
performance, price and reliability of the Company's solutions.
The Company competes for Internet advertising revenues with large Web
publishers and Web search engine companies, such as America Online, Yahoo!,
Excite, Lycos and Infoseek. Further, the DoubleClick Network competes with a
variety of Internet advertising networks, including 24/7 Media. In marketing the
DoubleClick Network and its DART Service to Web publishers, the Company also
competes with providers of ad servers and related services, including
NetGravity. The Company also encounters competition from a number of other
sources, including content aggregation companies, companies engaged in
advertising sales networks, advertising agencies, and other companies which
facilitate Internet advertising. Many of the Company'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 the Company. As a result, they
may be able to respond more quickly to new or emerging technologies and changes
in customer requirements, or to devote greater resources to the development,
promotion and sale of their products and services than the Company. Such
competitors may be able to undertake more extensive marketing campaigns, adopt
more aggressive pricing
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policies and make more attractive offers to potential employees, strategic
partners, advertisers and Web publishers. Further, there can be no assurance
that the Company's competitors will not develop Internet products or services
that are equal or superior to the solutions developed by the Company or that
achieve greater market acceptance than the Company's solutions. The Company also
expects that competition may increase as a result of industry consolidation. 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 the Company's
prospective advertising and Web publisher customers. Accordingly, it is possible
that new competitors or alliances among existing or potential competitors may
emerge and rapidly acquire significant market share. Increased competition is
likely to result in price reductions, reduced gross margins and loss of market
share, any of which would have a material adverse effect on the Company's
business, results of operations and financial condition. There can be no
assurance that the Company will be able to compete successfully against existing
or potential competitors or that competitive pressures will not have a material
adverse effect on the Company's business, results of operations and financial
condition.
The Internet, in general, and the Company, in particular, also must compete
for a share of advertisers' total advertising budgets with traditional
advertising media such as television, radio, cable and print. To the extent that
the Internet is perceived to be a limited or ineffective advertising medium,
advertisers may be reluctant to devote a significant portion of their
advertising budget to Internet advertising, which could limit the growth of
Internet advertising and would have a material adverse effect on the Company's
business, results of operations and financial condition.
RISKS RELATED TO ACQUISITIONS AND INVESTMENTS
A key component of the Company's growth strategy may be the acquisition
of, or investments in, complementary businesses, technologies, services or
products. The successful implementation of this strategy depends on the
Company's ability to identify suitable acquisition or investment candidates,
acquire or invest in such businesses, technologies, services or products on
acceptable terms and, with respect to acquisitions, integrate their
operations successfully with those of the Company. From time to time, the
Company has entered into discussions with various companies regarding
acquisition of, and/or investment in, their respective businesses,
technologies, services or products. However, the Company has no present
understandings, commitments or agreements with respect to any material
acquisition of, or investment in, other businesses, technologies, services of
products. There can be no assurance that the Company will be able to identify
suitable acquisition or investment candidates or that the Company will be
able to acquire or make an investment in such candidates on acceptable terms.
In addition, competition for these acquisition and investment targets likely
could also result in increased prices of acquisition and investment targets
and a diminished pool of businesses, technologies, services and products
available for acquisition or investment. Acquisitions also involve a number
of other risks, including adverse effects on the company's reported operating
results from increases in goodwill amortization, acquired in-process
technology, stock compensation expense and increased compensation expense
resulting from newly hired employees, the diversion of management attention,
potential disputes with the sellers of one or more acquired businesses,
technologies, services or products and the possible failure to retain key
acquired personnel. Furthermore, any acquired business could significantly
underperform relative to the Company's expectations. For all these reasons,
the Company's pursuit of an overall acquisition and investment strategy or
any individual acquisition or investment may have a material adverse effect
on the Company's business, results of operations and financial condition. To
the extent the Company chooses to use cash consideration for acquisitions or
investments, the Company may be required to obtain additional financing, and
there can be no assurance that such financing will be available on favorable
terms, if at all. As the Company issues stock to complete acquisitions,
existing stockholders will experience ownership dilution.
19
<PAGE>
DEPENDENCE ON KEY PERSONNEL
The Company's future success depends, in significant part, upon the
continued service of its key technical, sales and senior management personnel,
particularly Kevin J. O'Connor, Chief Executive Officer and Chairman of the
Board of Directors, Kevin P. Ryan, President and Chief Operating Officer and
Dwight A. Merriman, Chief Technical Officer, none of whom has entered into an
employment agreement with the Company. The loss of the services of one or more
of the Company's key personnel could have a material adverse effect on the
Company's business, results of operations and financial condition. The Company's
future success also depends on its continuing ability to attract and retain
highly qualified technical, sales and marketing, customer support, financial and
accounting, and managerial personnel. Competition for such personnel in the
Internet industry is intense, and there can be no assurance that the Company
will be able to retain its key personnel or that it can attract, assimilate or
retain other highly qualified personnel in the future. The Company has from time
to time in the past experienced, and expects to continue to experience in the
future, difficulty in hiring and retaining candidates with appropriate
qualifications.
DEPENDENCE ON THE WEB INFRASTRUCTURE
The Company'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. To the extent that the Web continues to experience increased
numbers of users, frequency of use or increased bandwidth requirements of users,
there can be no assurance that the Web infrastructure will continue to be able
to support the demands placed on it or that the performance or reliability of
the Web will not be adversely affected. Furthermore, the Web has experienced a
variety of outages and other delays as a result of damage to portions of its
infrastructure, and such outages and delays could adversely affect the Web sites
of Web publishers utilizing the Company's solutions and the level of traffic on
such Web sites on the DoubleClick Network. In addition, the Web could lose its
viability as a form of media due to delays in the development or adoption of new
standards and protocols (for example, the next-generation Internet protocol)
that can handle increased levels of activity. There can be no assurance that the
infrastructure or complementary products or services necessary to establish and
maintain the Web as a viable commercial medium will be developed, or, if they
are developed, that the Web will become a viable commercial medium for
advertisers. If the necessary infrastructure, standards or protocols or
complementary products, services or facilities are not developed, or if the Web
does not become a viable commercial medium, the Company's business, results of
operations and financial condition will be materially and adversely affected.
Even if such infrastructure, standards or protocols or complementary products,
services or facilities are developed, there can be no assurance that the Company
will not be required to incur substantial expenditures in order to adapt its
solutions to changing or emerging technologies, which could have a material
adverse effect on the Company's business, results of operations and financial
condition. Moreover, critical issues concerning the commercial use and
government regulation of the Internet (including security, cost, ease of use and
access, data privacy, intellectual property ownership and other legal liability
issues) remain unresolved and could materially and adversely impact both the
growth of the Internet and the Company's business, results of operations and
financial condition.
DEPENDENCE ON PROPRIETARY RIGHTS; RISK OF INFRINGEMENT
The Company regards its intellectual property as critical to its success,
and the Company relies upon patent, trademark, copyright and trade secret laws
in the United States and other jurisdictions to protect its proprietary rights.
The Company has filed two patent applications with the United States Patent and
Trademark Office to protect certain aspects of its technology. The Company
pursues the protection of its trademarks by applying to register the trademarks
in the United States and (based upon anticipated use)
20
<PAGE>
internationally, and is the owner of a registration for the DOUBLECLICK
trademark in the United States. There can be no assurance that any of the
Company's trademark registrations or patent applications will be approved or
granted and, if they are granted, that they will not be successfully challenged
by others or invalidated through administrative process or litigation. Further,
if the Company's trademark registrations are not approved or granted due to the
prior issuance of trademarks to third parties or for other reasons, there can be
no assurance that the Company would be able to enter into arrangements with such
third parties on commercially reasonable terms allowing the Company to continue
to use such trademarks. Patent, trademark, copyright and trade secret protection
may not be available in every country in which the Company's solutions are
distributed or made available. In addition, the Company seeks to protect its
proprietary rights through the use of confidentiality agreements with employees,
consultants, advisors and others. There can be no assurance that such agreements
will provide adequate protection for the Company's proprietary rights in the
event of any unauthorized use or disclosure, that employees of the Company,
consultants, advisors or others will maintain the confidentiality of such
proprietary information, or that such proprietary information will not otherwise
become known, or be independently developed, by competitors. The Company's DART
technology collects and utilizes data derived from user activity on the
DoubleClick Network and the Web sites of Web publishers using the Company's
solutions. This data is used for ad targeting and predicting ad performance.
Although the Company believes that it has the right to use such data and the
compilation of such data in the Company's database, there can be no assurance
that any trade secret, copyright or other protection will be available for such
information or that others will not claim rights to such information. Further,
pursuant to its contracts with Web publishers using the Company's solutions, the
Company is obligated to keep certain information regarding the Web publisher
confidential.
The Company has licensed in the past, and expects that it may license in the
future, elements of its trademarks, trade dress and similar proprietary rights
to third parties, including in connection with the establishment of its
international business relationships which may be controlled operationally by
such third parties. While the Company attempts to ensure that the quality of its
brand is maintained by such business partners, no assurances can be given that
such partners will not take actions that could materially and adversely affect
the value of the Company's proprietary rights or the reputation of its solutions
and technologies. The Company currently licenses certain aspects of its
predictive modeling technologies from a third party. The failure by the Company
to maintain this license, or to find a replacement for such technology in a
timely and cost-effective manner, could have a material adverse effect on the
Company's business, results of operations and financial condition.
Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related industries are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any proprietary rights of the Company or other companies
within the industry. There can be no assurance that the steps taken by the
Company to protect its proprietary rights will be adequate or that third parties
will not infringe or misappropriate the Company's proprietary rights. Any such
infringement or misappropriation, should it occur, could have a material adverse
effect on the Company's business, results of operations and financial condition.
Furthermore, there can be no assurance that the Company's business activities
will not infringe upon the proprietary rights of others, or that other parties
will not assert infringement claims against the Company. From time to time the
Company has been, and expects to continue to be, subject to claims in the
ordinary course of its business, including claims of alleged infringement of the
trademarks and other intellectual property rights of third parties by the
Company and its business partners. Although such claims have not resulted in
litigation or had a material adverse effect on the Company's business, results
of operations or financial condition, such claims and any resultant litigation,
should it occur, could subject the Company to significant liability for damages
and could result in invalidation of the Company's proprietary rights and, even
if not meritorious, could be time-consuming and expensive to defend, and could
result in the diversion of management time and attention, any of which could
have a material adverse effect on the Company's business, results of operations
and financial condition.
21
<PAGE>
RISKS ASSOCIATED WITH TECHNOLOGICAL CHANGE
The market in which the Company competes is characterized by rapidly
changing technology, evolving industry standards, frequent new product and
service announcements, introductions and enhancements, and changing customer
demands. These market characteristics are heightened by the emerging nature of
the Web and Internet advertising. Accordingly, the Company's future success will
depend on its ability to adapt to rapidly changing technologies, its ability to
adapt its solutions to meet evolving industry standards and its ability to
continually improve the performance, features and reliability of its solutions
in response to both changing customer demands and competitive product and
service offerings. The failure of the Company to successfully adapt to such
changes in a timely manner could have a material adverse effect on the Company's
business, results of operations and financial condition. Furthermore, there can
be no assurance that the Company will not experience difficulties that could
delay or prevent the successful design, development, testing, introduction or
marketing of solutions, or that any new solutions or enhancements to existing
solutions will adequately meet the requirements of its current and prospective
customers and achieve any degree of significant market acceptance. If the
Company is unable, for technological or other reasons, to develop and introduce
new solutions or enhancements to existing solutions in a timely manner or in
response to changing market conditions or customer requirements, or if its
solutions or enhancements contain errors or do not achieve a significant degree
of market acceptance, the Company's business, results of operations and
financial condition would be materially and adversely affected.
RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION
The Company has recently commenced operations in a number of international
markets and a component of the Company's strategy is to continue to expand its
international operations and international sales and marketing efforts. To date,
the Company has limited experience in developing localized versions of its
solutions and in marketing, selling and distributing its solutions
internationally. There can be no assurance that the Company will be able to
successfully market, sell and deliver its solutions in these markets. In Japan,
Iberoamerica (Spain, Portugal and Latin America), Italy and Scandinavia, the
Company is relying on its business partners for conducting operations,
establishing local networks, aggregating Web publishers and coordinating sales
and marketing efforts. The Company's agreements with its business partners have
terms ranging from two to four years. Accordingly, the Company's success in such
markets is directly dependent on the success of its business partners in such
activities. No assurance can be given that such business partners will be
successful or that such business partners will dedicate sufficient resources to
the business relationship. The failure of the Company's business partners to
successfully establish operations and sales and marketing efforts in such
markets could have a material adverse effect on the Company's business, results
of operations and financial condition.
There are certain risks inherent in doing business in international markets,
such as unexpected changes in regulatory requirements, potentially adverse tax
consequences, export restrictions, export controls relating to encryption
technology, tariffs and other trade barriers, difficulties in staffing and
managing foreign operations, political instability, fluctuations in currency
exchange rates, and seasonal reductions in business activity during the summer
months in Europe and certain other parts of the world, any of which could have a
material adverse effect on the success of the Company's international operations
and, consequently, on the Company's business, results of operations and
financial condition.
GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES
Due to concerns arising in connection with the increasing popularity and use
of the Web, a number of laws and regulations may be adopted covering issues such
as user privacy, pricing, characteristics, acceptable Web site and advertising
content, commercial activities, taxation and quality of products and services.
Such legislation could dampen the growth in use of the Web generally and
decrease the acceptance of the Web as a communications and commercial medium,
which could have a material adverse
22
<PAGE>
effect on the Company's business, results of operations and financial condition.
In addition, because the growing popularity and use of the Web has burdened the
existing telecommunications infrastructure and many areas with high Web use have
begun to experience interruptions in phone service, certain local telephone
carriers have petitioned governmental bodies to regulate Internet service
providers ("ISPs") and online service providers ("OSPs") in a manner similar to
long distance telephone carriers and to impose access fees on ISPs and OSPs. If
any of these petitions or the relief sought therein is granted, the costs of
communicating on the Web could increase substantially, potentially adversely
affecting the growth in use of the Web. Further, due to the global nature of the
Web, it is possible that, although transmissions relating to the Company's
solutions originate in the State of New York, the governments of other states or
foreign countries might attempt to regulate the Company's transmissions or levy
sales or other taxes relating to the Company's activities. There can be no
assurance that violations of local laws will not be alleged or charged by state
or foreign governments, that the Company might not unintentionally violate such
laws or that such laws will not be modified, or new laws enacted, in the future.
Any of the foregoing developments could have a material adverse effect on the
Company's business, results of operations and financial condition.
CONTROL BY PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS
The directors and executive officers and their affiliates beneficially own
approximately 37.4% of the outstanding Common Stock. As a result, these
stockholders will be able to exercise control over all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may have the
effect of delaying or preventing a change in control of the Company.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of significant amounts of Common Stock in the public market or the
perception that such sales will occur could materially and adversely affect the
market price of the Common Stock or the future ability of the Company to raise
capital through an offering of its equity securities. In connection with the
Company's initial public offering in February 1998, holders of 12,332,901 shares
of Common Stock entered into lock-up agreements whereby they agreed not to sell,
transfer or otherwise dispose of such shares of Common Stock until August 20,
1998. A substantial portion of these shares of Common Stock will be eligible for
immediate sale in the public market without restriction beginning on August 20,
1998. The owners of all locked up shares have experienced substantial
appreciation in the value of their shares relative to the price paid for them.
In the event that all or a significant portion of these stockholders elect to
sell their shares following the expiration of any restrictions on the sale of
such shares, the price of the Company's Common Stock could be materially
adversely affected, irrespective of the Company's operating performance.
POSSIBLE VOLATILITY OF STOCK PRICE
Prior to the Company's initial public offering in February 1998, there was
no public market for the Company's Common Stock. Due to the factors noted above,
the trading price of the Company's Common Stock is likely to continue to be
highly volatile and could be subject to wide fluctuations, particularly in
response to variations in quarterly results of operations, the gain or loss of
significant advertisers or Web publisher customers, changes in earning estimates
by analysts, announcements of technological innovations or new solutions by the
Company or its competitors, general conditions in Internet-related industries,
the respective market prices of companies in Internet-related industries and
other events or factors, many of which are beyond the Company's control. In
addition, the stock market, which has recently been at or near historic highs,
has experienced extreme price and volume fluctuations which have affected the
market price for many companies in industries similar or related to that of the
Company and which have been unrelated to the operating performance of these
companies. These market fluctuations may have a material adverse effect on the
market price of the Company's Common Stock. In the past, following periods of
volatility in
23
<PAGE>
the market price of a company's securities, securities class action litigation
has often been instituted against such a company. Such litigation could result
in substantial costs and a diversion of management's attention and resources,
which would have a material adverse effect on the Company's business, operating
results and financial condition. In addition, the possible sale of a significant
number of shares of the Company's Common Stock by the holders thereof may have
an adverse affect on the price of the Company's Common Stock.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Changes in Securities:
NONE
(b) Use of Proceeds
On February 19, 1998, the Securities and Exchange Commission declared
effective the Company's Registration Statement on Form S-1 (File No.
333-42323). Pursuant to this Registration Statement, and the Abbreviated
Registration Statement filed on February 19, 1998 pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended, on February 25,
1998, the Company completed the initial public offering of 4,025,000 shares
of its Common Stock at an initial public offering price of $17.00 per share
(the "Offering"). The Offering was managed by Goldman, Sachs & Co.,
BT Alex.Brown and Cowen & Company. Proceeds to the Company, after
calculation of the underwriters discount and commission, from the
Offering totaled approximately $62.5 million net of offering costs of
$1.1 million. None of the expenses incurred in the offering were direct
or indirect payments to directors, officers, general partners of the
issuer or their associates, to persons owning ten percent or more of any
class of equity securities of the issuer or to affiliates of the issuer.
During the six months ended June 30, 1998, the Company used $11.9 million
of the proceeds from the Offering toward general corporate purposes,
including working capital, and toward the expansion of the Company's
international operations and sales and marketing capabilities. None of
these expenses were direct or indirect payments to directors, officers,
general partners of the issuer or their associates, to persons owning ten
percent or more of any class of equity securities of the issuer or to
affiliates of the issuer.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
24
<PAGE>
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) The following exhibits are filed as part of this report:
11.1 Statement re: Computation of Basic and Diluted Net Loss Per
Share
27.1 Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the three
months ended March 31, 1998.
ITEM 7. SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
<TABLE>
<S> <C> <C>
DOUBLECLICK INC.
Date: July 14, 1998 By: /s/ JEFFREY EPSTEIN
-----------------------------------------
Jeffrey Epstein
CHIEF FINANCIAL OFFICER (PRINCIPAL
FINANCIAL OFFICER)
</TABLE>
25
<PAGE>
EXHIBIT 11.1
DOUBLECLICK INC.
COMPUTATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE
<TABLE>
<CAPTION>
NUMBER OF
COMMON AND
COMMON WEIGHTED
EQUIVALENT DAYS AVERAGE
SHARES OUTSTANDING SHARES
------------ ------------- -------------
<S> <C> <C> <C>
SIX MONTHS ENDED JUNE 30, 1997
Class A common stock outstanding at January 1, 1997, and exchange for
Common stock....................................................... 3,940,890 181 3,940,890
Class B common stock outstanding at January 1, 1997, and exchange for
Common stock....................................................... 5,118,228 181 5,118,228
Class C common stock outstanding at January 1, 1997, and exchange for
Common stock....................................................... 2 181 2
Assumed issuance and conversion of convertible preferred stock as of
January 1, 1997.................................................... 6,234,434 181 6,234,434
Assumed redemption of Class B and C Common stock from assumed
proceeds and conversion of convertible preferred stock............. (3,896,137) 181 (3,896,137)
-------------
Weighted average shares used in basic net loss per share
computation........................................................ 11,397,417
-------------
Net loss for the six months ended June 30, 1997...................... $ (2,472,172)
-------------
Basic and diluted net loss per share................................. $ (0.22)
-------------
SIX MONTHS ENDED JUNE 30, 1998
Common stock outstanding at January 1, 1998.......................... 6,118,972 181 6,118,972
Stock options exercised.............................................. 125,708 Various 62,854
Issuance of common stock............................................. 4,025,000 130 2,890,884
Issuance of common stock upon conversion of convertible preferred
stock upon February 20, 1998 initial public offering............... 6,234,434 130 4,477,770
Assumed issuance of conversion of convertible preferred stock for the
period from January 1, 1998 through February 20, 1998.............. 6,234,434 51 1,756,664
-------------
Weighted average shares used in basic net loss per share
computation........................................................ 15,307,144
-------------
Net loss for the six months ended June 30, 1998...................... $ (9,101,437)
-------------
Basic and diluted net loss per share................................. $ (0.59)
-------------
</TABLE>
<PAGE>
EXHIBIT 11.1
DOUBLECLICK INC.
COMPUTATION OF BASIC AND DILUTED NET LOSS PER COMMON SHARE
<TABLE>
<CAPTION>
NUMBER OF
COMMON AND
COMMON WEIGHTED
EQUIVALENT DAYS AVERAGE
SHARES OUTSTANDING SHARES
------------ ------------- -------------
<S> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 1997
Class A common stock outstanding at March 31, 1997, and exchange for
Common stock....................................................... 3,940,890 91 3,940,890
Class B common stock outstanding at March 31, 1997, and exchange for
Common stock....................................................... 5,118,228 91 5,118,228
Class C common stock outstanding at March 31, 1997, and exchange for
Common stock....................................................... 2 91 2
Assumed issuance and conversion of convertible preferred stock as of
March 31, 1997..................................................... 6,234,434 91 6,234,434
Assumed redemption of Class B and C Common stock from assumed
proceeds and conversion of convertible preferred stock............. (3,896,137) 91 (3,896,137)
-------------
Weighted average shares used in basic net loss per share
computation........................................................ 11,397,417
-------------
Net loss for the three months ended June 30, 1997.................... $ (1,229,745)
-------------
Basic and diluted net loss per share................................. $ (0.11)
-------------
THREE MONTHS ENDED JUNE 30, 1998
Common stock outstanding at March 31, 1998........................... 16,414,156 91 16,414,156
Stock options exercised.............................................. 89,958 Various 44,979
-------------
Weighted average shares used in basic net loss per share............. 16,459,135
-------------
Net loss for the three months ended June 30, 1998.................... $ (4,674,184)
-------------
Basic and diluted net loss per share................................. $ (0.28)
-------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> APR-01-1998 JAN-01-1998
<PERIOD-END> JUN-30-1998 JUN-30-1998
<CASH> 53,545,095 53,545,095
<SECURITIES> 3,020,865 3,020,865
<RECEIVABLES> 20,881,091 20,881,091
<ALLOWANCES> (957,409) (957,409)
<INVENTORY> 0 0
<CURRENT-ASSETS> 77,205,493 77,205,493
<PP&E> 7,331,846 7,331,846
<DEPRECIATION> (1,247,043) (1,247,043)
<TOTAL-ASSETS> 83,998,945 83,998,945
<CURRENT-LIABILITIES> 20,232,920 20,232,920
<BONDS> 0 0
0 0
0 0
<COMMON> 16,504 16,504
<OTHER-SE> 63,190,627 63,190,627
<TOTAL-LIABILITY-AND-EQUITY> 83,998,945 83,998,945
<SALES> 17,293,386 30,296,930
<TOTAL-REVENUES> 17,293,386 30,296,930
<CGS> 11,723,984 20,568,567
<TOTAL-COSTS> 11,723,984 20,568,567
<OTHER-EXPENSES> 11,059,837 20,057,977
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (4,674,184) (9,101,437)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (4,674,184) (9,101,437)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (4,674,184) (9,101,437)
<EPS-PRIMARY> (0.28) (0.59)
<EPS-DILUTED> (0.28) (0.59)
</TABLE>
