Doubleclick (DCLK) 8-K Unaudited Pro Forma Consolidated Financial Statements

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     On June 14, 2005, DoubleClick Inc. (“DoubleClick”) and its subsidiary, DoubleClick International TechSolutions Limited, entered into a purchase and sale agreement with Aprimo, Incorporated and its subsidiary, Aprimo UK Limited (collectively, “Aprimo”), pursuant to which DoubleClick sold to Aprimo substantially all of the assets and liabilities of DoubleClick’s Enterprise Marketing Solutions (“EMS”) business, including all of the capital stock of certain subsidiaries historically included in EMS. Aprimo paid $16.5 million in cash (subject to certain adjustments as described in the Agreement) for the EMS business.

     In connection with the transaction, DoubleClick and Aprimo entered into (i) a reseller agreement, pursuant to which DoubleClick may continue to resell certain of the EMS products as part of DoubleClick’s data management solutions, and (ii) an integration agreement, pursuant to which DoubleClick and Aprimo will work to integrate certain of the EMS products with DoubleClick’s DARTmail solution.

Pro Forma Financial Information

     The following unaudited pro forma condensed consolidated financial information has been prepared based on the historical financial statements of DoubleClick after giving effect to the sale to Aprimo of substantially all of the assets and liabilities related to EMS, and the assumptions and adjustments described in the accompanying notes to these unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated statements of operations give effect to the disposal of EMS by DoubleClick as if it had occurred on January 1, 2002 and the unaudited pro forma consolidated balance sheet gives effect to the disposal of EMS by DoubleClick as if it had occurred on March 31, 2005. The unaudited pro forma consolidated financial statements was derived by adjusting the historical financial statements of DoubleClick for the removal of assets, liabilities, revenues and expenses associated with EMS and the pro forma adjustments described in the footnotes.

     The unaudited pro forma condensed consolidated financial information, including the notes thereto, is qualified in its entirety by reference to, and should be read in conjunction with, the audited historical consolidated financial statements and notes thereto included in DoubleClick’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission on March 16, 2005, and the unaudited interim consolidated financial statements and notes thereto included in DoubleClick’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, as filed with the Securities and Exchange Commission on May 10, 2005.

     The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have actually been reported had the disposition occurred January 1, 2002 for statements of operation purposes and as of March 31, 2005 for balance sheet purposes, nor is it necessarily indicative of the future financial position or results of operations. The pro forma adjustments are based upon information and assumptions available at the time of the filing of this Current Report on Form 8-K.

DOUBLECLICK INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
As of March 31, 2005
(Unaudited, in thousands, except share amounts)

Historical			Pro Forma
DCLK	EMS	Adjustments	DCLK

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	120,016		$	—		$	16,500	(1)	$	136,516
Investments in marketable securities		295,515			—			—			295,515
Restricted cash		1,635			—			—			1,635
Accounts receivable, net		79,746			(2,796	)		—			76,950
Prepaid expenses and other current assets		14,409			(398	)		—			14,011
Total current assets		511,321			(3,194	)		16,500			524,627
Investment in marketable securities		108,509			—			—			108,509
Restricted cash		11,668			—			—			11,668
Property and equipment, net		80,391			(330	)		—			80,061
Goodwill		72,727			(14,213	)		—			58,514
Intangible assets, net		19,513			(1,009	)		—			18,504
Investment in affiliates		5,673			—			—			5,673
Other assets		13,645			—			—			13,645
Total assets	$	823,447		$	(18,746	)	$	16,500		$	821,201
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	26,614		$	—		$	—		$	26,614
Accrued expenses and other current liabilities		48,431			(738	)		2,100	(2) (3)		49,793
Deferred revenue		13,563			(3,952	)		—			9,611
Total current liabilities		88,608			(4,690	)		2,100			86,018
Convertible subordinated notes — Zero Coupon, due 2023		135,000			—			—			135,000
Other long term liabilities		20,377			—			—			20,377
Total liabilities		243,985			(4,690	)		2,100			241,395
STOCKHOLDERS’ EQUITY:
Preferred stock, par value $0.001; 5,000,000 shares authorized, none outstanding		—			—			—			—
Common stock, par value $0.001; 400,000,000 shares authorized, 140,564,907 shares issued		141			—			—			141
Treasury stock, 14,864,925 shares		(109,223	)		—			—			(109,223	)
Additional paid-in capital		1,296,807			—			—			1,296,807
Accumulated deficit		(612,930	)		(14,056	)		14,400	(4)		(612,586	)
Other accumulated comprehensive income		4,667			—			—			4,667
Total stockholders’ equity		579,462			(14,056	)		14,400			579,806
Total liabilities and stockholders’ equity	$	823,447		$	(18,746	)	$	16,500		$	821,201

The accompanying notes are an integral part of these financial statements.

DOUBLECLICK INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2005
(Unaudited, in thousands, except per share amounts)

	Historical								Pro Forma
	DCLK			EMS			Adjustments		DCLK
Revenue	$	76,346		$	(2,295	)	$	—	$	74,051
Cost of revenue		23,380			(354	)		—		23,026
Gross profit		52,966			(1,941	)		—		51,025
Operating expenses:
Sales and marketing		29,053			(602	)		—		28,451
General and administrative		11,507			85			—		11,592
Product development		14,503			(2,819	)		—		11,684
Amortization of intangibles		1,640			(499	)		—		1,141
Total operating expenses		56,703			(3,835	)		—		52,868
Income from operations		(3,737	)		1,894			—		(1,843	)
Other income (expense)
Equity in losses of affiliates		(88	)		—			—		(88	)
Interest and other, net		3,291			—			—		3,291
Total other income		3,203			—			—		3,203
Income before income taxes		(534	)		1,894			—		1,360
Provision for income taxes		383			—					383
Net income (loss)	$	(917	)	$	1,894		$	—	$	977
Basic net income (loss) per share	$	(0.01	)						$	0.01
Weighted average shares used in basic net income (loss) per share		125,914								125,914
Diluted net income (loss) per share	$	(0.01	)						$	0.01
Weighted average shares used in diluted net income (loss) per share		125,914								139,216

The accompanying notes are an integral part of these financial statements.

DOUBLECLICK INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2004
(Unaudited, in thousands, except per share amounts)

	Historical								Pro Forma
	DCLK			EMS			Adjustments		DCLK
Revenue	$	68,047		$	(1,202	)	$	—	$	66,845
Cost of revenue		22,565			(1,006	)		—		21,559
Gross profit		45,482			(196	)		—		45,286
Operating expenses:
Sales and marketing		25,650			(1,635	)		—		24,015
General and administrative		8,074			(25	)		—		8,049
Product development		8,491			(1,697	)		—		6,794
Amortization of intangibles		637			(36	)		—		601
Total operating expenses		42,852			(3,393	)		—		39,459
Income from operations		2,630			3,197			—		5,827
Other income (expense)
Equity in losses of affiliates		(186	)		—			—		(186	)
Gain on distribution from affiliates		2,400			—			—		2,400
Interest and other, net		3,474			—			—		3,474
Total other income		5,688			—			—		5,688
Income before income taxes		8,318			3,197			—		11,515
Provision for income taxes		625			—			—		625
Net income	$	7,693		$	3,197		$	—	$	10,890
Basic net income per share	$	0.06							$	0.08
Weighted average shares used in basic net income per share		137,099								137,099
Diluted net income per share	$	0.05							$	0.07
Weighted average shares used in diluted net income per share		151,384								151,384

The accompanying notes are an integral part of these financial statements.

DOUBLECLICK INC.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2004
(Unaudited, in thousands, except per share amounts)

	Historical								Pro Forma
	DCLK			EMS			Adjustments		DCLK
Revenue	$	301,623		$	(9,927	)	$	—	$	291,696
Cost of revenue		86,959			(3,986	)		—		82,973
Gross profit		214,664			(5,941	)		—		208,723
Operating expenses:
Sales and marketing		104,029			(5,452	)		—		98,577
General and administrative		35,864			(708	)		—		35,156
Product development		46,459			(8,887	)		—		37,572
Amortization of intangibles		5,228			(1,788	)		—		3,440
Impairment of goodwill and intangible assets		5,592			(5,592	)		—		—
Restructuring credits, net		(4,514	)		—			—		(4,514	)
Total operating expenses		192,658			(22,427	)		—		170,231
Income from operations		22,006			16,486			—		38,492
Other income (expense)
Equity in losses of affiliates		(1,299	)		—			—		(1,299	)
Gain on distribution from affiliates		2,400			—			—		2,400
Gain on sale of investment in affiliates		7,125			—			—		7,125
Interest and other, net		10,485			—			—		10,485
Total other income		18,711			—			—		18,711
Income before income taxes		40,717			16,486			—		57,203
Provision for income taxes		3,207			—			—		3,207
Net income	$	37,510		$	16,486		$	—	$	53,996
Basic net income per share	$	0.29							$	0.41
Weighted average shares used in basic net income per share		131,159								131,159
Diluted net income per share	$	0.26							$	0.37
Weighted average shares used in diluted net income per share		144,178								144,178

The accompanying notes are an integral part of these financial statements.

DOUBLECLICK INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2003
(Unaudited, in thousands, except per share amounts)

	Historical								Pro Forma
	DCLK			EMS			Adjustments		DCLK
Revenue	$	271,337		$	(6,430	)	$	—	$	264,907
Cost of revenue		94,131			(4,060	)		—		90,071
Gross profit		177,206			(2,370	)		—		174,836
Operating expenses:
Sales and marketing		92,308			(5,672	)		—		86,636
General and administrative		36,063			(287	)		—		35,776
Product development		39,180			(5,827	)		—		33,353
Amortization of intangibles		5,896			(131	)		—		5,765
Restructuring credits, net		(9,092	)		—			—		(9,092	)
Total operating expenses		164,355			(11,917	)		—		152,438
Income from operations		12,851			9,547			—		22,398
Other income (expense)
Equity in losses of affiliates		(2,551	)		—			—		(2,551	)
Loss on early extinguishment of debt		(4,406	)		—			—		(4,406	)
Interest and other, net		12,063			—			—		12,063
Total other income		5,106			—			—		5,106
Income before income taxes		17,957			9,547			—		27,504
Provision for income taxes		1,039			—					1,039
Net income	$	16,918		$	9,547		$	—	$	26,465
Basic net income per share	$	0.12							$	0.19
Weighted average shares used in basic net income per share		137,074								137,074
Diluted net income per share	$	0.11							$	0.18
Weighted average shares used in diluted net income per share		150,345								150,345

The accompanying notes are an integral part of these financial statements.

DOUBLECLICK INC.
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2002
(Unaudited, in thousands, except per share amounts)

	Historical								Pro Forma
	DCLK			EMS			Adjustments		DCLK
Revenue	$	300,198		$	(536	)	$	—	$	299,662
Restructuring charge		4,374			—			—		4,374
Cost of revenue		109,406			(564	)		—		108,842
Gross profit		186,418			28			—		186,446
Operating expenses:
Sales and marketing		101,527			(1,133	)		—		100,394
General and administrative		46,401			(213	)		—		46,188
Product development		39,790			(577	)		—		39,213
Amortization of intangibles		12,392			(30	)		—		12,362
Impairment of goodwill and intangible assets		47,077			—			—		47,077
Restructuring charges, net		94,011			—			—		94,011
Total operating expenses		341,198			(1,953	)		—		339,245
Loss from operations		(154,780	)		1,981			—		(152,799	)
Other income (expense)
Equity in losses of affiliates		(331	)		—					(331	)
Impairment of investments in affiliates		(14,147	)		—					(14,147	)
Gain on early extinguishment of debt		11,855			—					11,855
Gain on sale of investment in affiliates		7,880			—					7,880
Gain on sale of businesses, net		17,946			—					17,946
Interest and other, net		15,932			—					15,932
Total other income		39,135			—			—		39,135
Loss before income taxes		(115,645	)		1,981			—		(113,664	)
Provision for income taxes		4,794			—					4,794
Loss before minority interest		(120,439	)		1,981			—		(118,458	)
Minority interest in results of consolidated subsidiaries		2,549			—					2,549
Net loss	$	(117,890	)	$	1,981		$	—	$	(115,909	)
Basic net loss per share	$	(0.87	)						$	(0.85	)
Weighted average shares used in basic net loss per share		135,840								135,840
Diluted net income per share	$	(0.87	)						$	(0.85	)
Weighted average shares used in diluted net loss per share		135,840								135,840

The accompanying notes are an integral part of these financial statements.

DOUBLECLICK INC.

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — Basis of Pro Forma Presentation

     The pro forma condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

     The unaudited pro forma consolidated financial information of DoubleClick and EMS has been prepared based on the historical consolidated balance sheets of DoubleClick and EMS as of March 31, 2005 and the historical consolidated statements of operations for DoubleClick and EMS for the years ended December 31, 2004, 2003 and 2002, and the three months ended March 31, 2005 and 2004, after giving effect to the adjustments and assumptions described below.

     DoubleClick and EMS employ accounting policies that are in accordance with generally accepted accounting principles in the United States. In management’s opinion, all material adjustments necessary to reflect fairly the pro forma financial position and pro forma results of operations of DoubleClick and EMS have been made.

     The ongoing activity presented in these pro forma condensed consolidated financial statements represents DoubleClick’s Tech and Data divisions as well as its corporate assets, liabilities and expenses that will not be divested in the sale of EMS. This pro forma financial information is presented for illustrative purposes only, and is not necessarily indicative of the operating results and financial position that might have been achieved had the transaction described above occurred on the dates indicated, nor is it necessarily indicative of the operating results and financial position that may occur in the future.

NOTE 2 —Pro Forma Assumptions

     The consolidated financial information of EMS has been prepared based on the historical consolidated financial records of DoubleClick as of March 31, 2005 and for the years ended December 31, 2004, 2003 and 2002, and the three months ended March 31, 2005 and 2004, after giving effect to the following adjustments and assumptions:

• Corporate overhead has not been allocated to the EMS results of operations for any periods presented.

• Certain prepaid expenses and accrued liabilities that were historically recorded as part of the EMS business have not been included in the EMS financial statements because they relate to DoubleClick’s ongoing corporate operations.

• Cash and the associated investment income as well as accounts payable that were historically recorded as a part of the EMS business have not been included in the EMS financial statements because the balances will remain with DoubleClick.

     The accompanying unaudited pro forma consolidated financial information has been prepared as if the divestiture was completed on March 31, 2005 for balance sheet purposes and as of January 1, 2002 for statement of operations purposes and reflects the following pro forma adjustments.

Other pro forma adjustments:

(1) To reflect sale consideration of $16.5 million in cash from Aprimo.

(2) To record the estimated tax effect of pro forma adjustments considering management’s current expectations of available net operating losses and credits as well as our effective tax rate, including estimated tax expense associated with the gain on the disposition.

(3) To reflect the $0.6 million in estimated direct expenses of the transaction including legal and accounting fees.

(4) To reflect the net proceeds and resulting gain on the sale of assets sold to and the liabilities assumed by Aprimo.

Total consideration	$	16,500
Transaction costs		(600	)
Income Taxes		(1,500	)
Net total proceeds		14,400
Net assets acquired by Aprimo		(14,056	)
Pro forma net gain	$	344

NOTE 3 —Unaudited Pro Forma Earnings Per Share Data

     Basic and diluted pro forma earnings per share were calculated using the weighted average shares outstanding of DoubleClick for the years ended December 31, 2004, 2003 and 2002, and the three months ended March 31, 2004. For the three months ended March 31, 2005, pro forma weighted average dilutive shares include the effect of DoubleClick’s dilutive stock options and Convertible Subordinated Notes. These items were excluded from DoubleClick’s historical weighted average shares since their effect would have had an antidilutive effect for the period.

NOTE 4 —Contingencies

     In April 2002, a consolidated amended class action complaint alleging violation of the federal securities laws in connection with DoubleClick’s follow-on offerings was filed in the United States District Court for the Southern District of New York naming as defendants DoubleClick, some of its officers and directors and certain underwriters of DoubleClick’s follow-on offerings. Approximately 300 other issuers and their underwriters have had similar suits filed against them, all of which are included in a single coordinated proceeding in the Southern District of New York. In October 2002, the action was dismissed against the named officers and directors without prejudice. However, claims against DoubleClick remain. In July 2002, DoubleClick and the other issuers in the consolidated cases filed motions to dismiss the amended complaint for failure to state a claim, which was denied as to DoubleClick in February 2003.

     In June 2003, DoubleClick’s Board of Directors conditionally approved a proposed partial settlement with the plaintiffs in this matter. In June 2004, an agreement of settlement was submitted to the court for preliminary approval. The court granted the preliminary approval motion on February 15, 2005, subject to certain modifications. If the parties are able to agree upon the required modifications, and such modifications are acceptable to the court, notice will be given to all class members of the settlement, a “fairness” hearing will be held and if the court determines that the settlement is fair to the class members, the settlement will be approved. There can be no assurance that this proposed settlement would be approved and implemented in its current form, or at all. If this settlement is not finalized, DoubleClick intends to dispute these allegations and defend this lawsuit vigorously.

     DoubleClick is defending a class action lawsuit filed in September 2003 in the Court of Common Pleas in Allegheny County, Pennsylvania alleging, among other things, deceptive business practices, fraud, misrepresentation, invasion of privacy and right of association relating to allegedly deceptive content of online advertisement that plaintiffs assert we delivered to consumers. The action seeks, among other things, injunctive relief, compensatory and punitive damages and attorneys’ fees and costs. DoubleClick believes the claims in this case are without merit and intends to defend this action vigorously.

     On April 23, 2005, DoubleClick signed a definitive agreement to be acquired by an affiliate of the private equity investment firms of Hellman & Friedman LLC and JMI Equity. If the merger is terminated under certain circumstances, DoubleClick will be obligated to pay a termination fee of $28 million.

     On April 27, 2005, a purported class action lawsuit related to the merger was filed against DoubleClick, each of its directors, certain of its executive officers and Hellman & Freidman LLC and JMI Equity in the Supreme Court of the State of New York for the County of New York. The lawsuit alleges, among other things, that the merger consideration to be paid to DoubleClick’s stockholders in the merger is unfair and inadequate. In addition, the complaint alleges that DoubleClick’s directors violated their fiduciary duties by, among other things, failing to take all reasonable steps to assure the maximization of stockholder value, including the implementation of a bidding mechanism to foster a fair auction of DoubleClick to the highest bidder or the exploration of strategic alternatives that will return greater or equivalent short-term value to DoubleClick’s stockholders. The complaint seeks, among other relief, certifications of the lawsuit as a class action, a declaration that the merger is unfair, unjust and inequitable to our stockholders, an injunction preventing completion of the merger at a price that is not fair and equitable, compensatory damages to the class, attorneys’ fees and expenses, along with such other relief as the court might find just and proper. DoubleClick believes this lawsuit is without merit and plans to defend it vigorously.