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