ValueClick Announces Second Quarter 2006 Results; Revenue, Adjusted-EBITDA & Diluted Net Income per Common Share Exceed Guidance; Company Raises 2006 Guidance

"ValueClick's scale and leadership in key performance-based onlinemarketing services generated another successful quarter of growth andprofitability, including 35 percent year-over-year organic revenuegrowth," said James Zarley, chairman and chief executive officer ofValueClick. "Our increased 2006 guidance and the year-to-daterepurchase of close to seven percent of the Company's total sharesoutstanding illustrate our confidence in ValueClick's competitiveposition and growth opportunity."

Revenue for the second quarter of 2006 was a record $130.0million, $10 million above the Company's previously issued guidancerange of $118-$120 million and an increase of $75.4 million, or 138percent, from $54.6 million for the second quarter of 2005. Secondquarter 2006 results include a full quarter of operations from:E-Babylon and Webclients, both acquired in June 2005; and Fastclick,acquired in September 2005. Second quarter 2005 results include onemonth of operations from E-Babylon.

Income before income taxes for the second quarter of 2006 was arecord $27.2 million, compared to $12.1 million for the second quarterof 2005. Second quarter 2006 income before income taxes includes $3.2million of stock-based compensation expense, due primarily to theCompany's adoption of Statement of Financial Accounting Standards(SFAS) 123R on January 1, 2006, compared to $45,000 for the secondquarter of 2005. Second quarter 2006 income before income taxes alsoincludes net proceeds of $1.9 million related to a favorable legalsettlement.

Adjusted-EBITDA for the second quarter of 2006 was a record $36.0million, above the Company's previously issued guidance range of$29-$31 million and an increase of $22.3 million, or 163 percent, from$13.7 million for the second quarter of 2005.

Net income for the second quarter of 2006 was $14.4 million, or$0.14 per diluted common share, compared to $6.8 million, or $0.08 perdiluted common share, for the second quarter of 2005. Second quarter2006 net income includes $2.3 million of stock-based compensationexpense, net of tax, largely due to the Company's adoption of SFAS123R. This stock-based compensation expense reduced second quarter2006 diluted net income per common share by $0.02.

The consolidated balance sheet as of June 30, 2006 includes $188million in cash, cash equivalents and marketable securities, $568million in total stockholders' equity and no long-term debt. Duringthe second quarter, ValueClick repurchased 5.9 million shares of theCompany's outstanding common stock for $88.4 million. Year-to-datethrough July 31, 2006, the Company has repurchased 6.9 million sharesof its outstanding common stock for $103.4 million.

Business Outlook

The following statements are based on current expectations. Thesestatements are forward-looking, and actual results may differmaterially. These statements do not include the potential impact ofany mergers, acquisitions or other business combinations that may becompleted after the date of this release. Actual stock-basedcompensation expense may differ from these estimates based on thetiming and amount of options granted, the assumptions used in optionvaluation and other factors.

Based on its second quarter results and outlook for 2006,ValueClick is raising its fiscal year 2006 guidance ranges, issuedpreviously on May 8, 2006:

Fiscal Year 2006 Previous Guidance Updated Guidance
------------------------- -------------------- ----------------------
Revenue $495-$505 million $519-$529 million
------------------------- -------------------- ----------------------
Adjusted-EBITDA $128-$131 million $133-$137 million
------------------------- -------------------- ----------------------
Diluted net income per
common share $0.46-$0.48 $0.48-$0.54
------------------------- -------------------- ----------------------

ValueClick's full year 2006 guidance for diluted net income percommon share includes a deduction in the range of $0.09 to $0.10 pershare for stock-based compensation expense.

Additionally, ValueClick is announcing guidance for the thirdquarter of 2006:

Third Quarter 2006 Guidance
---------------------------------------- ------------------------
Revenue $133-$135 million
---------------------------------------- ------------------------
Adjusted-EBITDA $33-$35 million
---------------------------------------- ------------------------
Diluted net income per common share $0.14
---------------------------------------- ------------------------

Third quarter 2006 diluted net income per common share has beenreduced by $0.02 per share for stock-based compensation expense, andthird quarter and full year 2006 diluted net income per common shareguidance assumes an effective tax rate of 46.4 percent.

Conference Call Today

James Zarley, chairman and chief executive officer, and SamPaisley, chief administrative officer, will present an overview of theresults and other factors affecting financial performance for thesecond quarter during a webcast on August 1, 2006 at 1:30PM PT.Investors and analysts may obtain dial-in information throughStreetEvents (www.streetevents.com).

The live webcast and other information of potential interest toinvestors will be available to the public in the Investor Relationssection of the Company's website (www.valueclick.com). Replayinformation will be available for seven days after the call and may beaccessed at 888-203-1112 for domestic callers and 719-457-0820 forinternational callers. The passcode is 6522400.

About ValueClick

ValueClick, Inc. (Nasdaq: VCLK) is one of the world's largestintegrated online marketing companies, offering comprehensive andscalable solutions to deliver cost-effective customer acquisition foradvertisers and transparent revenue streams for publishers.ValueClick's performance-based solutions allow its customers to reachtheir potential through multiple online marketing channels, includingaffiliate and search marketing, display advertising, lead generation,ad serving and related technologies, and comparison shopping.ValueClick brands include Commission Junction, ValueClick Media,Mediaplex, and PriceRunner. For more information, please visitwww.valueclick.com.

This release contains forward-looking statements that involverisks and uncertainties, including, but not limited to, ValueClick'sability to successfully integrate its recently completed Fastclick andWebclients acquisitions, trends in online advertising spending andestimates of future online performance-based advertising. Actualresults may differ materially from the results predicted, and reportedresults should not be considered an indication of future performance.Important factors that could cause actual results to differ materiallyfrom those expressed or implied in the forward-looking statements aredetailed under "Risk Factors" and elsewhere in filings with theSecurities and Exchange Commission made from time to time byValueClick, including: its Annual Report on Form 10-K filed on March31, 2006 and an amendment to its Annual Report on Form 10-K/A filed onApril 21, 2006; its current report on Form 8-K filed on February 27,2006; recent quarterly reports on Form 10-Q and Form 10-Q/A; othercurrent reports on Form 8-K; its amended registration statement onForm S-4 filed on September 27, 2005; and its final prospectus on Form424B3 filed on September 28, 2005. Other factors that could causeactual results to differ materially from those expressed or implied inthe forward-looking statements include, but are not limited to, therisk that market demand for online advertising, and performance-basedonline advertising in particular, will not grow as rapidly aspredicted. ValueClick undertakes no obligation to release publicly anyrevisions to any forward-looking statements to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events.(1) Adjusted-EBITDA is defined as GAAP (Generally AcceptedAccounting Principles) net income before interest, income taxes,depreciation, amortization, and stock-based compensation. Please seethe attached schedule for a reconciliation of GAAP net income toadjusted-EBITDA, and a discussion of why the Company believesadjusted-EBITDA is a useful financial measure to investors and howCompany management uses this financial measure.
VALUECLICK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Three-month Period
Ended June 30,
------------------
2006 2005
--------- --------
(Unaudited)
(Note 1)

Revenue $130,028 $54,572
Cost of revenue 42,126 13,768
--------- --------
Gross profit 87,902 40,804
Operating expenses:
Sales and marketing (Note 2) 37,641 15,064
General and administrative (Note 2) 11,377 8,700
Technology (Note 2) 8,267 4,686
Amortization of intangible assets 5,450 1,448
Restructuring expense, net -- 206
--------- --------
Total operating expenses 62,735 30,104
--------- --------
Income from operations 25,167 10,700
Interest income, net 2,005 1,420
--------- --------
Income before income taxes 27,172 12,120
Income tax expense 12,728 5,353
--------- --------
Net income $14,444 $6,767
========= ========
Basic net income per common share $0.14 $0.08
========= ========
Weighted-average shares used to compute basic net
income per common share 101,265 82,641
========= ========
Diluted net income per common share $0.14 $0.08
========= ========
Weighted-average shares used to compute diluted
net income per common share 103,459 84,930
========= ========

Note 1 - The condensed consolidated statements of operations
include the results of E-Babylon, Webclients and Fastclick from the
beginning of the accounting period nearest to their acquisition
consummation dates (June 13, 2005, June 24, 2005 and September 29,
2005, respectively). Had these transactions been completed as of
January 1, 2005, on an unaudited pro-forma basis, revenue would have
been $96.1 million and net income would have been $8.0 million, or
$0.08 per diluted common share, for the three-month period ended June
30, 2005. These unaudited pro-forma results are for information
purposes only, are not necessarily indicative of what the actual
results would have been had the transactions occurred on January 1,
2005, and are not necessarily indicative of future results.

Note 2 - Includes stock-based compensation expense as
follows (the increase in 2006 compared to 2005 is
primarily due to the adoption of SFAS 123R): Three-month Period
Ended June 30,
--------------
2006 2005
--------------
(Unaudited)

Sales and marketing $1,173 $20
General and administrative 1,397 17
Technology 626 8
------- -----
Total stock-based compensation expense $3,196 $45
======== =====


VALUECLICK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Six-month Period
Ended June 30,
-------------------
2006 2005
--------- ---------
(Unaudited)
(Note 1)

Revenue $247,315 $105,986
Cost of revenue 81,363 27,073
--------- ---------
Gross profit 165,952 78,913
Operating expenses:
Sales and marketing (Note 2) 69,015 26,412
General and administrative (Note 2) 28,208 17,253
Technology (Note 2) 16,313 9,101
Amortization of intangible assets 11,105 2,685
Restructuring expense, net -- 4
--------- ---------
Total operating expenses 124,641 55,455
--------- ---------
Income from operations 41,311 23,458
Interest income, net 3,923 2,780
--------- ---------
Income before income taxes 45,234 26,238
Income tax expense 21,001 10,788
--------- ---------
Net income $24,233 $15,450
========= =========
Basic net income per common share $0.24 $0.19
========= =========
Weighted-average shares used to compute basic net
income per common share 101,643 82,471
========= =========
Diluted net income per common share $0.23 $0.18
========= =========
Weighted-average shares used to compute diluted
net income per common share 104,120 85,091
========= =========

Note 1 - The condensed consolidated statements of operations
include the results of E-Babylon, Webclients and Fastclick from the
beginning of the accounting period nearest to their acquisition
consummation dates (June 13, 2005, June 24, 2005 and September 29,
2005, respectively). Had these transactions been completed as of
January 1, 2005, on an unaudited pro-forma basis, revenue would have
been $190.0 million and net income would have been $16.3 million, or
$0.16 per diluted common share, for the six-month period ended June
30, 2005. These unaudited pro-forma results are for information
purposes only, are not necessarily indicative of what the actual
results would have been had the transactions occurred on January 1,
2005, and are not necessarily indicative of future results.

Note 2 - Includes stock-based compensation expense as
follows (the increase in 2006 compared to 2005 is
primarily due to the adoption of SFAS 123R): Six-month Period
Ended June 30,
---------------
2006 2005
---------------
(Unaudited)

Sales and marketing $2,449 $45
General and administrative 2,763 34
Technology 1,304 20
--------- -----
Total stock-based compensation expense $6,516 $99
========= =====


VALUECLICK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

June 30, December 31,
2006 2005
----------- ------------
(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents $48,398 $46,875
Marketable securities, at fair value 139,169 193,908
Accounts receivable, net 93,552 74,636
Other current assets 14,555 11,324
----------- -----------
Total current assets 295,674 326,743
Property and equipment, net 17,579 17,509
Goodwill 273,195 273,215
Intangible assets, net 91,360 102,245
Other assets 1,480 1,149
----------- -----------
TOTAL ASSETS $679,288 $720,861
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities 65,367 66,946
Non-current liabilities 45,802 35,372
----------- -----------
Total liabilities 111,169 102,318
Total stockholders' equity 568,119 618,543
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $679,288 $720,861
=========== ===========


VALUECLICK, INC.
RECONCILIATION OF NET INCOME TO ADJUSTED-EBITDA (Note 1)
(In thousands)

Three-month Period
Ended June 30,
-----------------
2006 2005
-----------------
(Unaudited)

Net Income $14,444 $6,767
Less interest income, net (2,005) (1,420)
Plus provision for income taxes 12,728 5,353
Plus amortization of intangible assets 5,450 1,448
Plus depreciation and leasehold amortization 2,220 1,528
Plus stock-based compensation 3,196 45
-------- --------
Adjusted-EBITDA $36,033 $13,721
======== ========


Six-month Period
Ended June 30,
-----------------
2006 2005
-----------------
(Unaudited)

Net Income $24,233 $15,450
Less interest income, net (3,923) (2,780)
Plus provision for income taxes 21,001 10,788
Plus amortization of intangible assets 11,105 2,685
Plus depreciation and leasehold amortization 4,469 3,063
Plus stock-based compensation 6,516 99
-------- --------
Adjusted-EBITDA $63,401 $29,305
======== ========

Note 1 - "Adjusted-EBITDA" (earnings before interest, income
taxes, depreciation, amortization, and stock-based compensation)
included in this press release is a non-GAAP financial measure.

Adjusted-EBITDA, as defined above, may not be similar to
adjusted-EBITDA measures used by other companies and is not a
measurement under GAAP. Management believes that adjusted-EBITDA
provides useful information to investors about the Company's
performance because it eliminates the effects of period-to-period
changes in costs associated with capital investments, income from
interest on the Company's cash and marketable securities, and
stock-based compensation expense which are not directly attributable
to the underlying performance of the Company's business operations.
Management uses adjusted-EBITDA in evaluating the overall performance
of the Company's business operations.

Though management finds adjusted-EBITDA useful for evaluating
aspects of the Company's business, its reliance on this measure is
limited because excluded items often have a material effect on the
Company's earnings and earnings per common share calculated in
accordance with GAAP. Therefore, management always uses
adjusted-EBITDA in conjunction with GAAP earnings and earnings per
common share measures. The Company believes that adjusted-EBITDA
provides investors with an additional tool for evaluating the
Company's core performance, which management uses in its own
evaluation of overall performance, and a base-line for assessing the
future earnings potential of the Company. While the GAAP results are
more complete, the Company prefers to allow investors to have this
supplemental metric since, with a reconciliation to GAAP, it may
provide greater insight into the Company's financial results.