PRESSROOM

ValueClick announces second quarter 2006 results; revenue, adjusted-EBITDA & diluted net income per common share exceed guidance; company raises 2006 guidance

ValueClick, Inc. (Nasdaq: VCLK) today reported financial results

for the second quarter ended June 30, 2006. Revenue,

adjusted-EBITDA(1), and diluted net income per common share for the

quarter exceeded previously issued guidance and included record levels

of revenue and adjusted-EBITDA. Based on its second quarter

performance and outlook, ValueClick also raised its guidance for

fiscal year 2006.

"ValueClick's scale and leadership in key performance-based online

marketing services generated another successful quarter of growth and

profitability, including 35 percent year-over-year organic revenue

growth," said James Zarley, chairman and chief executive officer of

ValueClick. "Our increased 2006 guidance and the year-to-date

repurchase of close to seven percent of the Company's total shares

outstanding illustrate our confidence in ValueClick's competitive

position and growth opportunity."

Revenue for the second quarter of 2006 was a record $130.0

million, $10 million above the Company's previously issued guidance

range of $118-$120 million and an increase of $75.4 million, or 138

percent, from $54.6 million for the second quarter of 2005. Second

quarter 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 one

month of operations from E-Babylon.

Income before income taxes for the second quarter of 2006 was a

record $27.2 million, compared to $12.1 million for the second quarter

of 2005. Second quarter 2006 income before income taxes includes $3.2

million of stock-based compensation expense, due primarily to the

Company's adoption of Statement of Financial Accounting Standards

(SFAS) 123R on January 1, 2006, compared to $45,000 for the second

quarter of 2005. Second quarter 2006 income before income taxes also

includes net proceeds of $1.9 million related to a favorable legal

settlement.

Adjusted-EBITDA for the second quarter of 2006 was a record $36.0

million, 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 per

diluted common share, for the second quarter of 2005. Second quarter

2006 net income includes $2.3 million of stock-based compensation

expense, net of tax, largely due to the Company's adoption of SFAS

123R. This stock-based compensation expense reduced second quarter

2006 diluted net income per common share by $0.02.

The consolidated balance sheet as of June 30, 2006 includes $188

million in cash, cash equivalents and marketable securities, $568

million in total stockholders' equity and no long-term debt. During

the second quarter, ValueClick repurchased 5.9 million shares of the

Company's outstanding common stock for $88.4 million. Year-to-date

through July 31, 2006, the Company has repurchased 6.9 million shares

of its outstanding common stock for $103.4 million.

Business Outlook

The following statements are based on current expectations. These

statements are forward-looking, and actual results may differ

materially. These statements do not include the potential impact of

any mergers, acquisitions or other business combinations that may be

completed after the date of this release. Actual stock-based

compensation expense may differ from these estimates based on the

timing and amount of options granted, the assumptions used in option

valuation and other factors.

Based on its second quarter results and outlook for 2006,

ValueClick is raising its fiscal year 2006 guidance ranges, issued

previously 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 per

common share includes a deduction in the range of $0.09 to $0.10 per

share for stock-based compensation expense.

Additionally, ValueClick is announcing guidance for the third

quarter 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 been

reduced by $0.02 per share for stock-based compensation expense, and

third quarter and full year 2006 diluted net income per common share

guidance assumes an effective tax rate of 46.4 percent.

Conference Call Today

James Zarley, chairman and chief executive officer, and Sam

Paisley, chief administrative officer, will present an overview of the

results and other factors affecting financial performance for the

second quarter during a webcast on August 1, 2006 at 1:30PM PT.

Investors and analysts may obtain dial-in information through

StreetEvents (www.streetevents.com).

The live webcast and other information of potential interest to

investors will be available to the public in the Investor Relations

section of the Company's website (www.valueclick.com). Replay

information will be available for seven days after the call and may be

accessed at 888-203-1112 for domestic callers and 719-457-0820 for

international callers. The passcode is 6522400.

About ValueClick

ValueClick, Inc. (Nasdaq: VCLK) is one of the world's largest

integrated online marketing companies, offering comprehensive and

scalable solutions to deliver cost-effective customer acquisition for

advertisers and transparent revenue streams for publishers.

ValueClick's performance-based solutions allow its customers to reach

their potential through multiple online marketing channels, including

affiliate 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 visit
www.valueclick.com.

This release contains forward-looking statements that involve

risks and uncertainties, including, but not limited to, ValueClick's

ability to successfully integrate its recently completed Fastclick and

Webclients acquisitions, trends in online advertising spending and

estimates of future online performance-based advertising. Actual

results may differ materially from the results predicted, and reported

results should not be considered an indication of future performance.

Important factors that could cause actual results to differ materially

from those expressed or implied in the forward-looking statements are

detailed under "Risk Factors" and elsewhere in filings with the

Securities and Exchange Commission made from time to time by

ValueClick, including: its Annual Report on Form 10-K filed on March

31, 2006 and an amendment to its Annual Report on Form 10-K/A filed on

April 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; other

current reports on Form 8-K; its amended registration statement on

Form S-4 filed on September 27, 2005; and its final prospectus on Form

424B3 filed on September 28, 2005. Other factors that could cause

actual results to differ materially from those expressed or implied in

the forward-looking statements include, but are not limited to, the

risk that market demand for online advertising, and performance-based

online advertising in particular, will not grow as rapidly as

predicted. ValueClick undertakes no obligation to release publicly any

revisions to any forward-looking statements to reflect events or

circumstances after the date hereof or to reflect the occurrence of

unanticipated events.

(1) Adjusted-EBITDA is defined as GAAP (Generally Accepted

Accounting Principles) net income before interest, income taxes,

depreciation, amortization, and stock-based compensation. Please see

the attached schedule for a reconciliation of GAAP net income to

adjusted-EBITDA, and a discussion of why the Company believes

adjusted-EBITDA is a useful financial measure to investors and how

Company 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.


CONTACT: ValueClick, Inc.


Gary J. Fuges, CFA, 818-575-4677



SOURCE: ValueClick, Inc.