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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Commission
Ended December 31, 1999 Filed Number 000-23709
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DOUBLECLICK INC.
401(k) RETIREMENT SAVINGS PLAN
(Name of Plan)
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DOUBLECLICK INC.
450 West 33rd Street
New York, New York 10001
(Name of Issuer of Securities held pursuant to Plan and
address of its principal executive office.)
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DOUBLECLICK INC. 401(K)
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND 1998
<PAGE>
DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accounts 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1999 4
Notes to Financial Statements 5-8
Supplemental Schedule:*
Schedule I - Schedule of Assets Held for Investment Purposes 9
</TABLE>
*Other schedules required by 29 CFR 2520.103-10 of the Department of Labor Rules
and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
DoubleClick Inc. 401(k) Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the DoubleClick Inc. 401(k) Retirement Savings Plan (the "Plan") at December
31, 1999 and 1998, and the changes in net assets available for benefits for the
year ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
New York, New York
June 27, 2000
2
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DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value $6,272,451 $1,919,324
Receivables:
Employer contribution 29,784 --
Participant contributions 104,226 56,848
---------- ----------
Total receivables 134,010 56,848
Participant loans 14,601 2,136
---------- ----------
Net assets available for benefits $6,421,062 $1,978,308
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</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
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<TABLE>
<CAPTION>
1999
----
<S> <C>
ADDITIONS
Contributions:
Participant $2,883,788
Employer 152,180
----------
TOTAL CONTRIBUTIONS 3,035,968
----------
Investment income:
Interest and dividends 30,249
Net realized and unrealized appreciation in
fair value of investments 1,524,242
----------
TOTAL INVESTMENT INCOME 1,554,491
----------
TOTAL ADDITIONS 4,590,459
DEDUCTIONS
Benefits paid to Plan participants 147,705
----------
TOTAL DEDUCTIONS 147,705
----------
NET INCREASE 4,442,754
Net assets available for benefits:
Beginning of year 1,978,308
----------
End of year $6,421,062
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF THE PLAN
The following description of the DoubleClick Inc. 401(k) Retirement Savings
Plan (the "Plan") provides only general information. Participants should
refer to the 401(k) Plan Document for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined contribution plan established January 1, 1997,
covering eligible employees of DoubleClick Inc. (the "Company"), the Plan's
sponsor. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The Plan is administered by the
Company's Director of Compensation and Benefits.
PARTICIPANT ACCOUNTS
A separate account is established and maintained for each Plan participant.
Contributions are invested in one or more investment options, as directed
by the participant. Income earned and net appreciation or depreciation on
Plan investments, for a given investment, are allocated in proportion to
the participants' account balances in that fund. On a daily basis, a
participant may elect to transfer all or a portion of his or her account
balance in a given investment to one or more of the other investments.
INVESTMENT OPTIONS
Participants may direct contributions in the following investment options:
CHASE VISTA U.S. GOVERNMENT MONEY MARKET FUND
Funds are invested in debt securities issued or guaranteed by the U.S.
Treasury, agencies or authorities of the U.S. Government, and repurchase
agreements.
CHASE VISTA BALANCED FUND A
Funds are invested in both equity and debt securities. Most of the fund's
equity securities are in well known, established companies with market
capitalizations of at least $200 million and are traded on established
securities markets. The fund's debt securities include on-convertible
corporate debt and U.S. Government debt securities.
CHASE VISTA EQUITY INCOME FUND A
Funds are invested primarily in dividend-paying equity securities,
including common stock, preferred stock and securities that are convertible
into common stock.
CHASE VISTA GROWTH & INCOME FUND A
Funds are invested in common stocks with a broad range of market
capitalizations.
CHASE VISTA SMALL CAP OPPORTUNITIES FUND
The fund normally invests at least 80% of its assets in equity securities,
at least 65% of which are issued by Companies with market capitalizations
of up to $1 billion.
DREYFUS A BONDS PLUS INC. FUND
Funds are invested in obligations of corporations, including short-,
intermediate- and long-term obligations, that are rated "A" or better by
Moody's Investors Service, Inc. or Standard & Poor's Ratings Group and in
obligations guaranteed by the U.S. Government and its agencies.
5
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DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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JANUS FUND
Funds are invested primarily in common stocks selected for their growth
potential. Although the fund can invest in companies of any size, it
generally invests in larger, more established companies.
JANUS WORLDWIDE FUND
Funds are invested in common stocks of companies of any size throughout the
world. This fund normally invests in issuers from at least five different
countries, including the United States.
VANGUARD S&P 500 INDEX FUND
Vanguard S&P 500 Index Fund seeks investment results that correspond with
price and yield performance of the S&P 500 index.
DOUBLECLICK INC. COMMON STOCK
Funds are invested in common stock of the Company.
CONTRIBUTIONS
From January 1, 1999 to October 26, 1999, Plan participants were able to
contribute up to 15% of their earnings on a pre-tax basis. Beginning
October 27, 1999, the maximum employee contribution was changed to 20% of
pre-tax compensation. During 1999, the maximum pre-tax contribution allowed
by the Internal Revenue Code was $10,000.
Prior to October 27, 1999, the Company did not make contributions on behalf
of the participants. Beginning October 27, 1999, the Company began to
contribute an amount equal to 50% of the first 6% of a participants
contribution.
VESTING
Participants are fully vested in their contributions and actual earnings
thereon. Contributions by the Company become one-half vested to the
participant after one year of employment and fully vested after two years
of employment. The plan provides that forfeitures, the unvested portion of
employer contributions for terminated participants, will serve to reduce
future Company contributions.
PAYMENT OF BENEFITS
Upon retirement, disability, death or termination of employment,
participants' account balances are distributed to the participants in the
form of a lump-sum amount equal to the value of their accounts, or fixed or
variable installments over the lives of the participants and their
beneficiaries. Participants are allowed to withdraw certain portions of
their vested contributions under certain circumstances, subject to penalty.
PARTICIPANT LOANS
Participants may borrow from their accounts a minimum of $1,000 up to a
maximum of $50,000, or 50% of their vested balance, whichever is the
lesser. Loan terms range from one to five years or up to fifteen years for
loans used to purchase a primary residence. Loans are secured by the
balance in the participant's account and the interest rate is determined by
prime plus 1% at time of loan. Principal and interest is paid ratably
through bi-weekly payroll deductions.
6
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DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Plan have been prepared in accordance with
accounting principles generally accepted in the United States.
INVESTMENT VALUATION
The Plan's investments in mutual funds are stated at market value based on
the latest quoted net asset value per share in an active market.
Participant loans are valued at cost, which approximates fair value.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits and disclosures at the date of the financial statements and the
reported amounts of total additions and deductions in the statement of
changes in net assets available for benefits. Actual results could differ
from those estimates.
INCOME RECOGNITION
Dividend and interest income are recorded as earned. Unrealized
appreciation or depreciation on investments is accrued.
ADMINISTRATIVE EXPENSES
All administrative expenses of the Plan, including custodian fees and
brokers' commissions, are paid by the Company.
3. INVESTMENTS
As of December 31, 1999 and 1998, the Plan's investments were as follows:
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Chase Vista U.S. Government Money Market Fund $ 191,961 $ 16,784
Chase Vista Balanced Fund A 282,893 137,679*
Chase Vista Equity Income Fund A 496,230* 372,401*
Chase Vista Growth & Income Fund A 537,279* 224,465*
Janus Fund 1,227,821* 242,354*
Janus Worldwide Fund 2,207,811* 862,004*
Vanguard S&P 500 Index Fund 431,826* --
DoubleClick Inc. Common Stock 655,957* --
Chase Vista Small Cap Opportunities Fund 86,927 --
Dreyfus A Bonds Plus Inc. Fund 153,746 63,637
---------- ----------
$6,272,451 $1,919,324
========== ==========
</TABLE>
*Represents 5% or more of the Plan's net assets.
7
<PAGE>
DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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4. PLAN TERMINATION
While the Company has not expressed an intent to terminate the Plan, it
reserves the right to amend or terminate the Plan at anytime, subject to
the requirements and penalties of ERISA. No such amendment shall have the
effect of diverting the whole, or any part, of the assets or income of the
Plan for purposes other than for the exclusive benefit of participants and
their beneficiaries.
5. TAX STATUS
The Internal Revenue Service determined and informed the Trustee by a
letter dated June 6, 1991, that the prototype Plan is designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The
Plan has not received an individual determination letter in relation to the
adoption of the Trustees prototype plan. However, the Plan administrator
believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
6. RECONCILIATION TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
------------- -------------
<S> <C> <C>
Net assets available for benefits per the $6,421,062 $1,978,308
financial statements
Less: Amounts requested by participants to be
withdrawn from the Plan but have not yet
been paid (16,757) --
---------- ----------
Net assets available for benefits per the
Form 5500 $6,404,305 $1,978,308
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1999
-------------
<S> <C>
Benefits paid to participants per the financial statements $147,705
Add: Amounts requested by participants to be
withdrawn from the Plan but have not yet
been paid 16,757
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Benefits paid to participants per the Form 5500 $164,462
========
</TABLE>
8
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DOUBLECLICK INC. 401(K) RETIREMENT SAVINGS PLAN
ITEM 27A FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
SCHEDULE I
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<TABLE>
<CAPTION>
DESCRIPTION OF CURRENT
IDENTITY OF ISSUE INVESTMENT UNITS VALUE
----------------- ---------- ----- -------
<S> <C> <C> <C>
* Chase Vista U.S. Government
Money Market Fund Mutual Fund 191,961 $191,961
* DoubleClick Inc. Common Stock Common Stock 2,592 655,957
* Chase Vista Balanced Fund A Mutual Fund 18,310 282,893
Vanguard S&P 500 Index Fund Mutual Fund 3,191 431,826
* Chase Vista Equity Income Fund A Mutual Fund 25,087 496,230
* Chase Vista Small Cap
Opportunities Fund Mutual Fund 4,404 86,927
* Chase Vista Growth &
Income Fund A Mutual Fund 13,640 537,279
Dreyfus A Bonds Plus Inc. Fund Mutual Fund 11,474 153,746
Janus Fund Mutual Fund 27,856 1,227,821
Janus Worldwide Fund Mutual Fund 28,887 2,207,811
----------
TOTAL INVESTMENTS $6,272,451
==========
* Participant Loans Interest Rate Charged
in 1999: prime + 1%
Range of Maturity: 1-5 years $14,601
==========
</TABLE>
*Denotes party in interest.
9
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EXHIBITS
The following Exhibit is being filed with this Annual Report on Form 11-K:
(23) Consent of Experts and Counsel:
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
DoubleClick Inc., the administrator of the DoubleClick Inc. 401(k) Retirement
Savings Plan, has duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
DOUBLECLICK INC. 401(k) RETIREMENT
SAVINGS PLAN
/s/ Elizabeth Wang
----------------------------------
By: Elizabeth Wang, Esq.
Vice President and General Counsel
DoubleClick Inc.
June 30, 2000
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Number Description
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<S> <C>
23.1 Consent of PricewaterhouseCoopers LLP
</TABLE>
