Prepared by MERRILL CORPORATION

Delaware		77-0495335
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4360 PARK TERRACE DRIVE, SUITE 100
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices, including zip code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes /x/ No / /

The number of shares of the Registrant's common stock outstanding as of November 13, 2001 was 51,935,322.

VALUECLICK, INC.

INDEX TO FORM 10-Q FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

VALUECLICK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the results for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full fiscal year or for any future period. As required by the Securities and Exchange Commission (the "SEC") under Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements and related footnotes have been condensed and do not contain certain information that may be included in the Company's annual consolidated financial statements and footnotes thereto. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, Form 10-Q's for the periods ended June 30, 2001 and March 31, 2001, and the Company's registration statement on Form S-4, as amended, originally filed with the SEC on July 20, 2001 and declared effective by the SEC on September 27, 2001.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries from the dates of their respective acquisitions, acquisition of majority voting control or date of formation, for business combinations accounted for as pooling-of-interests. As discussed in Note 3, the Company's mergers with ClickAgents.com, Inc. ("ClickAgents") and Z Media, Inc. ("Z Media"), were accounted for as pooling-of-interests and the financial results of the Company, ClickAgents and Z Media have been combined for the historical periods presented.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Account Standards (SFAS) No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 establishes standards for accounting and reporting requirements for business combinations initiated after June 30, 2001. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Upon adoption of SFAS No. 142, goodwill will be tested at the reporting unit annually and whenever events or circumstances occur indicating that goodwill might be impaired. Amortization of goodwill, including goodwill recorded in past business combinations, will cease. The adoption date for us will be January 1, 2002 and management is still assessing what the impact of SFAS No. 141 and No. 142 will be on the Company's results of operations and financial position.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of. This Statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This Statement also supersedes the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for segments of a business to be disposed of. This Statement also amends ARB No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a temporarily controlled subsidiary. The

adoption date for SFAS No. 144 will be January 1, 2002 and management is still assessing the impact on the Company's results of operations and financial position.

On February 28, 2000, the Company consummated an investment by DoubleClick under a common stock and warrant purchase agreement (the "Agreement") entered into on January 11, 2000 whereby DoubleClick acquired 7,878,562 shares of the Company's common stock for an estimated purchase price of $12.16 per share to be paid in cash of $10.0 million and 732,860 shares of DoubleClick common stock. The shares of DoubleClick common stock were valued at approximately $85.8 million for accounting purposes based on an average price of $117.07 per share for the public announcement date of January 13, 2000 and the 5 trading days before and 5 trading days thereafter. Under the Agreement, the Company also issued a warrant to DoubleClick to acquire additional shares of the Company's common stock at $21.76 per share payable in DoubleClick common stock which is exercisable for that number of shares that would result in DoubleClick owning 45% of the Company's outstanding common stock on a fully diluted basis. The warrant was exercisable for the 15-month period commencing on February 28, 2000 and it expired under its terms unexercised in May 2001.

The Company has accounted for the investment in DoubleClick common stock as an available for sale investment in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 115 "Accounting For Certain Investments in Debt and Equity Securities," whereby the investment is carried at market value with unrealized holding gains and losses from increases and decreases in market value being recorded as a separate component of stockholders' equity until realized.

During May 2000, the Company sold 165,000 shares of its DoubleClick common stock for cash proceeds of $10.3 million. The sale of these shares resulted in a realized non-cash loss of $9.0 million.

In December 2000, the Company's management made an assessment that the decline in market value of the remaining DoubleClick stock was other than temporary. Accordingly, in 2000 the Company recorded a non-cash charge to operations of $60.2 million representing the unrealized holding losses previously accounted for as a separate component of stockholders' equity.

During April 2001, the Company sold its remaining 567,860 shares of its DoubleClick common stock for cash proceeds of $6.9 million. The sale of these shares resulted in a realized gain of $701,000.

On December 8, 2000 the Company consummated its merger with ClickAgents. In connection with the merger, the Company issued an aggregate of 4,906,071 shares of its Common Stock in exchange for all outstanding shares of ClickAgents and reserved 427,237 additional shares of Common Stock for issuance upon exercise of outstanding employee stock options of ClickAgents.

On January 31, 2001, the Company consummated its merger with Z Media. In connection with the merger, the Company issued an aggregate of 2,727,678 shares of its Common Stock in exchange for all outstanding shares of Z Media and reserved 419,366 additional shares of Common Stock for issuance upon exercise of outstanding employee stock options of Z Media.

The Company accounted for the mergers as pooling-of-interests, and as such, the condensed consolidated financial statements as of and for the three-month and nine-month periods ended September 30, 2001 have been restated to combine ClickAgents' and Z Media's financial data as if both entities had always been a part of the Company.

Merger-related costs of $141,000 and $1,121,000 included in the condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2001, respectively, were comprised primarily of direct transaction costs related to the Z Media merger.

On November 20, 2000, the Company completed its acquisition of Bach Systems, Inc. ("Bach Systems"). The Company accounted for the acquisition under the purchase method. Accordingly, the results of Bach Systems' operations are included in the Company's condensed consolidated financial statements from the date of acquisition. The aggregate consideration constituting the purchase price was approximately $5.1 million. The excess purchase price over the fair value of the tangible net assets acquired of approximately $3.9 million at the closing date was allocated to identifiable intangible assets, including goodwill, and is being amortized over three to five years.

The consideration may increase by up to an additional $12.5 million depending on the actual amount of potential earnout payments. The potential earnout would be paid out in common stock over the eight successive calendar quarters after the closing date if certain revenue and income before taxes, as defined, milestones are achieved. These earnout opportunities will be included in the purchase price for accounting purposes when the outcome of the contingency is determinable beyond a reasonable doubt. For the nine-month period ended September 30, 2001, the Company has paid out an aggregate of 550,000 shares of the Company's common stock with a fair market value at the date issued of $1,106,000. As of September 30, 2001, maximum future contingencies related to the earnout, as determinable beyond a reasonable doubt, aggregated approximately 260,000 shares.

Accounts receivable are stated net of an allowance for doubtful accounts of $1,759,000 and $1,429,000 at December 31, 2000 and September 30, 2001, respectively.

	December 31, 2000			September 30, 2001
Computer equipment and purchased software	$	3,012,000		$	4,641,000
Furniture and equipment		983,000			983,000
Vehicles		56,000			56,000
Leasehold improvements		242,000			242,000

		4,293,000			5,922,000
Less: accumulated depreciation and amortization		(1,058,000	)		(2,184,000	)

	$	3,235,000		$	3,738,000

Intangible assets are comprised primarily of goodwill, which represents the excess of the cost of the acquired business over the net assets acquired, and purchased technologies and are being amortized on a straight-line basis over 3 to 5 years. Intangible assets are stated net of accumulated amortization of $1,502,000 and $2,871,000 at December 31, 2000 and September 30, 2001, respectively.

The carrying amounts of intangible assets are reviewed if the facts and circumstances indicate potential impairment of their carrying value. If this review indicates that intangible assets are not recoverable, as determined based on the undiscounted cash flows of the entity acquired over the

remaining amortization period, the Company's carrying values related to the intangible assets are reduced to the fair value of the assets.

Short-term investments as of September 30, 2001consist primarily of marketable debt securities in high-grade corporate and government securities with maturities of less than two years and marketable equity securities in Mediaplex, Inc. common stock. We classify all of our investments as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported in a separate component of shareholders' equity. As of September 30, 2001, unrealized gains in our investments in marketable securities aggregated $859,000.

On February 22, 2001, a complaint was filed in Los Angeles Superior Court (Case No. BC245538) against the Company, its subsidiary ClickAgents, and the two founders of ClickAgents, both of whom remain employees of ClickAgents. The plaintiff, Adam Powell, alleges that the founders of ClickAgents entered into a joint venture agreement and other related agreements with him in early 1999, and that the founders and ClickAgents breached those agreements in July 1999 when the plaintiff's relationship with ClickAgents was terminated. The plaintiff also asserted various other causes of action, including fraud, breach of fiduciary duty, and conversion, arising from the same set of allegations. The plaintiff claims he is entitled to a percentage of ClickAgents' profits and a percentage of the merger consideration from ValueClick, which the plaintiff estimated in his complaint to exceed $11 million, and to other equitable relief, including appointment of a receiver. On May 4, 2001, the plaintiff filed a First Amended Complaint, removing some of his causes of actions and adding Chase Mellon Shareholder Services, LLC, ValueClick's transfer agent and registrar, as a new defendant.

On May 25, 2001, ValueClick and ClickAgents jointly filed a demurrer and motion to strike with the court. On June 15, 2001, the court granted in part ValueClick's and ClickAgents' jointly filed demurrer and dismissed all claims against ValueClick and ClickAgents and ordered the plaintiff to file an amended complaint against the remaining individual defendants in the case. On July 18, 2001 the plaintiff filed a petition for a writ of mandate requesting that the Court of Appeals vacate the court's order to dismiss ValueClick and ClickAgents. The Court of Appeals summarily denied that petition on August 7, 2001. The plaintiff has since appealed the Superior Court's ruling. In addition, on or about July 30, 2001, the plaintiff filed a Second Amended Complaint, removing all of his claims against ValueClick and ClickAgents. The case (but not the appeal), including responsive pleadings to the Second Amended Complaint, is currently stayed pending the outcome of private mediation. A trail date of July 31, 2002 has been set.

ValueClick continues to believe that the plaintiff's allegations are without merit and intends to vigorously defend itself. ValueClick has not recorded an accrual related to damages, if any, resulting from this case, as an unfavorable outcome is, in management's opinion, not probable.

After the Company completed its initial public offering, the Company's authorized capital consists of 120,000,000 shares of capital stock (100,000,000 shares of Common Stock at a par value of $0.001 per share and 20,000,000 shares of Preferred Stock at a par value of $0.001 per share) of which 36,430,625 and 37,061,322 shares of Common Stock were outstanding at December 31, 2000 and September 30, 2001, respectively.

Basic loss per share represents net loss divided by the weighted-average number of common shares outstanding for the period. Diluted loss per share represents net loss divided by the weighted-average number of shares outstanding, inclusive of the impact of common stock equivalents unless anti-dilutive.

	Three-month period ended September 30,
	2000	2001
Weighted average shares used in basic computation	35,662,000	36,526,000
Dilutive stock options and unvested restricted stock	1,633,000	—

Weighted average shares used in diluted computation	37,295,000	36,526,000

Options to purchase 1.2 million and 2.0 million weighted shares of common stock at prices ranging from $0.07 to $11.00 were outstanding during the three-month periods ended September 30, 2000 and 2001, respectively, but were not included in the diluted computation because the proceeds from the options' exercise prices combined with the related unamortized stock compensation expense was greater than the proceeds using the average market price of the common shares during these periods and, therefore, the options were anti-dilutive. Options to purchase 1.1 million weighted shares of common stock at prices ranging from $0.07 to $2.17 were outstanding during the three-month period ended September 30, 2001, but were not included in the diluted computation because the options were anti-dilutive, as the Company incurred a net loss.

	Nine-month period ended September 30,
	2000	2001
Weighted average shares used in basic computation	30,828,000	36,488,000
Dilutive stock options and unvested restricted stock	1,689,000	—

Weighted average shares used in diluted computation	32,517,000	36,488,000

Options to purchase 833,000 and 1.5 million weighted shares of common stock at prices ranging from $0.07 to $11.00 were outstanding during the nine-month periods ended September 30, 2000 and 2001, respectively, but were not included in the diluted computation because the proceeds from the options' exercise prices combined with the related unamortized stock compensation expense was greater than the proceeds using the average market price of the common shares during these periods and, therefore, the options were anti-dilutive. Options to purchase 1.4 million weighted shares of common stock at prices ranging from $0.07 to $4.25 were outstanding during the nine-month period ended September 30, 2001, but were not included in the diluted computation because the options were anti-dilutive, as the Company incurred a net loss.

The Company operates in one industry segment, the Internet advertising business, and as such has no other separate reportable segments.

The Company's operations are domiciled in the United States with operations in Japan through its majority owned subsidiary, ValueClick Japan, and with operations in Europe through its wholly owned subsidiaries, ValueClick Europe, Ltd., ValueClick SARL (France) and ValueClick GMBH (Germany). Other international subsidiaries included ValueClick Canada, Inc. and ValueClick Limitado (Brazil), which were discontinued during the second quarter ended June 30, 2001. The Company's geographic information is as follows:

	Nine-month Period Ended September 30, 2001
	Revenues		Income (loss) from Operations			Long-Lived Assets as of September 30, 2001
United States	$	20,674,000	$	(8,674,000	)	$	9,547,000
Japan		8,061,000		518,000			1,262,000
Europe		3,863,000		(163,000	)		121,000
Other		67,000		(269,000	)		24,000

Total	$	32,665,000	$	(8,588,000	)	$	10,954,000

	Nine-month Period Ended September 30, 2000
	Revenues		Income (loss) from Operations			Long-Lived Assets as of September 30, 2000
United States	$	38,365,000	$	(1,487,000	)	$	5,805,000
Japan		8,036,000		1,006,000			390,000
Europe		1,001,000		(291,000	)		138,000
Other		—		(161,000	)		33,000

Total	$	47,402,000	$	(933,000	)	$	9,366,000

For the nine-month periods ended September 30, 2001 and 2000, no customer comprised greater than 10% of the Company's revenues.

On October 19, 2001, the Company completed its acquisition of Mediaplex, Inc. ("Mediaplex"). Under the terms of the merger agreement, Mars Acquisition Corp., a wholly-owned subsidiary of the Company, was merged with and into Mediaplex and Mediaplex survived as a wholly-owned subsidiary of the Company. Mediaplex serves the marketing communications industry with technology solutions for digital messaging, support services that maximize campaign return, and infrastructure tools to ensure effective program implementation.

Under the terms of the merger agreement, approved by both boards of directors and stockholders, Mediaplex stockholders will receive .4113 shares of the Company common stock for each share of Mediaplex common stock. The Company will issue a total of approximately 14.9 million shares of its common stock for all the outstanding stock of Mediaplex. In addition, based on shares of Mediaplex common stock underlying its outstanding stock options as of the record date and the exchange ratio, options to purchase approximately 3.5 million additional shares of the Company's common stock will be assumed by the Company.

The Company intends to account for the merger under the purchase method of accounting. The results of operations for Mediaplex will be included in the Company's consolidated statements of operations from the date of acquisition. Mediaplex common stock traded on the Nasdaq National Market under the symbol "MPLX" prior to the merger.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Report contains forward-looking statements based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. The section entitled "Risk Factors" set forth in this Form 10-Q and similar discussions in our Annual Report on Form 10-K for the year ended December 31, 2000 and our prospectus filed with the SEC on March 31, 2000 and in our other SEC filings including our Registration Statement on Form S-4, as amended, originally filed with the Securities and Exchange Commission on July 20, 2001 and declared effective by the Securities and Exchange Commission on September 27, 2001, discuss some of the important risk factors that may affect our business, results of operations and financial condition. You should carefully consider those risks, in addition to the other information in this Report and in our other filings with the SEC, before deciding to invest in our company or to maintain or increase your investment. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The information contained in this Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Report and in our other reports filed with the SEC that discuss our business in greater detail and advise interested parties of certain risks, uncertainties and other factors that may affect our business, results of operations or financial condition.

We focus on performance-based Internet advertising solutions, known as cost-per-click, or CPC, cost-per-action, or CPA, and cost-per-lead, or CPL, in which an advertiser only pays us, and we in turn only pay a publisher of a Web site when an Internet user clicks on an advertiser's banner advertisement or performs an action, as specifically defined in each campaign. We provide our advertising customers, primarily direct marketing companies, an Internet advertising alternative to the cost-per-thousand-impressions, or CPM, model, in which advertisers pay whenever their banner ads are displayed. Our solution provides publishers of over 20,000 small-to medium-sized Web sites the opportunity to generate advertising revenues. We also provide publishers of large Web sites the ability to capture incremental revenues from their unsold advertising inventory.

Our Internet advertising business began in July 1997, as a line of business within Web-Ignite Corporation. In May 1998, the Internet advertising business of Web-Ignite was transferred to ValueClick, LLC, a newly-formed California limited liability company controlled by Web-Ignite's sole stockholder. On December 31, 1998, ValueClick, LLC reorganized as ValueClick, Inc., a Delaware corporation.

We generate revenues by delivering banner and text-link advertisements to Web sites in the ValueClick network. Pricing of our advertising is on a CPC, CPA and CPL basis and varies depending on whether advertising is delivered across our entire network or across targeted categories within our network. During 2001, approximately 68% of our revenues were derived from banner advertising delivered across our entire network. We sell our services through our sales and marketing staff located in Westlake Village, San Francisco and Fremont, California; New York, New York; West Palm Beach, Florida; Tokyo and Osaka, Japan; London, England; Paris, France; and, Munich, Germany. The

advertisements we deliver are sold under short-term agreements that are subject to cancellation. We recognize revenues in the month that clicks or actions from clicks on delivered advertisements occur or when a customer lead is delivered, provided that no significant obligations on our part remain and collection of the related receivable is probable. To date, our agreements have not required a guaranteed minimum number of clicks or actions. We pay each Web site in our network a price-per-click or price-per-action, which is based upon the respective volume delivered by the Web site in a given month. These payments made to Web publishers are included in the cost of revenues. Our agreements with Web publishers are also subject to cancellation.

We operate in one industry segment, the performance based Internet advertising industry, and as such have no other separate reportable industry segments.

In December 2000 and January 2001, we completed our mergers with ClickAgents.com, Inc. and Z Media, Inc., respectively. The mergers were accounted for using the pooling-of-interests method and accordingly, the financial information for all periods have been restated to combine our results with the results of ClickAgents and Z Media.

Our operations are domiciled in the United States with operations in Japan through our majority owned subsidiary, ValueClick Japan and with operations in Europe through our wholly owned subsidiaries, ValueClick Europe, Ltd., ValueClick SARL (France) and ValueClick GMBH (Germany). Other international subsidiaries included ValueClick Canada, Inc. and ValueClick Limitado (Brazil), which were discontinued during the quarter ended June 30, 2001.

RESULTS OF OPERATIONS—THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2001 COMPARED TO SEPTEMBER 30, 2000

Our revenues are derived primarily from the sale of clicks on advertisements delivered through the ValueClick and ClickAgents networks, actions delivered through Bach Systems' onResponse.com network and leads generated through the Z Media network. We charge each advertiser an amount based on the number of times users click on the advertiser's banner ad, the number of times users perform actions, as defined by each specific contract, on the advertiser's Website or the number of leads generated based on the interest in the advertiser's Website. Net revenues for the three-month period ended September 30, 2001 were $10.3 million compared to $15.7 million for the same period in 2000, a decrease of $5.4 million or 34.4%. The revenue decline for the 2001 period was attributable primarily to the continued softness in the overall media market, due in part to the continued decline in advertising from electronic commerce and other Internet customers, the September 11, 2001 terrorist attacks in the United States and the aftermath therefrom and the general economic slowdown, partially offset by increased revenues from our European operations and the inclusion of Bach Systems' onResponse.com business in 2001.

The ValueClick worldwide network delivered approximately 21.2 million click-throughs, 1.8 million actions and 8.2 million leads during the third quarter of 2001, compared to approximately 29.6 million click-throughs and 7.4 million leads during the corresponding period in 2000. The Company also delivered more than 13.2 billion ad impressions from our DYNAMO ad delivery system during the third quarter of 2001. The decrease in CPC sales volume and decrease in the average price per click and average price per lead for the three-month period ended September 30, 2001 compared to the same period in 2000 was offset by the increase in CPL sales volume and inclusion of our CPA product in the 2001 period.

Cost of revenues consists primarily of amounts we pay to Web site publishers on the ValueClick consolidated networks. We pay these publishers on either a CPC, CPA or CPL basis. Cost of revenues also includes depreciation costs of the advertising delivery system and Internet access costs. Cost of revenues was $4.6 million for the three-month period ended September 30, 2001 compared to $7.4 million for the same period in 2000, a decrease of $2.8 million or 37.5%. The decrease in cost of revenues was directly attributable to the decreased delivery of advertisements. Gross profit margin increased to 55.2% in the third quarter of 2001 from 53.0% in 2000. The increase in gross margin was primarily due to a decrease in the average cost per click and the change in product mix for the three-month period ended September 30, 2001 compared to the same period in 2000.

Sales and marketing expenses consist primarily of compensation (including commissions), travel, advertising, trade show costs and costs of marketing materials. Sales and marketing expenses were $2.7 million for the three-month period ended September 30, 2001 compared to $2.9 million for the same period in 2000, a decrease of $235,000 or 8.1%. The decrease in sales and marketing expenses was the result of decreased advertising, public relations and other marketing activities incurred in the 2001 period.

General and administrative expenses consist primarily of facilities costs, executive and supporting personnel compensation and professional service fees. General and administrative expenses were $3.3 million for the three-month period ended September 30, 2001 compared to $3.9 million for the same period in 2000, a decrease of $552,000 or 14.3%. The decrease in general and administrative expenses was a direct result of management's efforts to scale such costs in line with the decreased revenue production, as well as synergistic cost savings associated with the ClickAgents and Z Media mergers.

Product development costs include expenses for the development of new technologies designed to enhance the performance of our service, including the compensation and related expenses for our software engineering department, as well as costs for contracted services and supplies. To date, all product development costs have been expensed as incurred. Product development expenses for the three-month period ended September 30, 2001 were $807,000 compared to $1.4 million for the same period in 2000, a decrease of $609,000 or 43.0%. The decrease was due primarily to the decrease in the number of technology support personnel from the same period in 2000, as well as synergistic cost savings associated with the ClickAgents merger. Though expenses in this area have reduced, we believe that continued investment in product development is critical to attaining our strategic objectives.

Deferred stock-based compensation included in the accompanying balance sheets reflect the difference between the deemed fair value of our common stock for financial accounting purposes and the exercise price of options on the date the options were granted. Stock-based compensation for the three-month period ended September 30, 2001 amounted to $542,000, which relates to the amortization of existing deferred compensation recorded in prior periods for stock options and restricted shares. The decrease in stock-based compensation from $1.2 million for the three-month period ended September 30, 2000 relates to our amortization method that proportionally charges to expense the deferred stock-based compensation as options vest.

Amortization of intangibles and acquired software represents principally the amortization of acquired software purchased from a founding stockholder in May 1998, goodwill created as a result of the acquisitions of Bach Systems in November 2000, the majority interest in ValueClick Japan in August 1999 and software acquired from StraightUP!, Inc. in September 2000. The increase in the current period represents the amortization of Bach Systems goodwill not included in 2000.

In accordance with SFAS 142, we will cease to amortize goodwill when the statement is applied in its entirety in 2002. Management is still assessing any additional impact of the adoption of SFAS 142 on the Company's results of operations and financial position.

Merger-related costs represent direct transaction costs incurred related to the pooling-of-interests with ClickAgents consummated in December 2001.

Interest income, net principally consists of interest earned on our marketable debt securities in 2001 and cash and cash equivalents in 2000 and is net of interest paid on debt obligations. Interest income was $1.2 million for the three-month period ended September 30, 2001 compared to $1.4 million during the same period in 2000. The decrease in interest income reflects decreasing average investment yields due to declines in interest rates during the three-month period ended September 30, 2001 compared to the 2000 period. Interest income in future periods may fluctuate in correlation with the average cash and investment balances we maintain and as a result of changes in the market rates of our investments.

For the three-month period ended September 30, 2001, our provision for Federal, state and foreign income taxes amounted to $175,000, compared to $1.0 million for the same period in 2000. Income taxes for interim periods are computed using the effective tax rate estimated to be applicable for the full fiscal year, which is subject to our ongoing review and evaluation. The provision for income taxes reflects certain non-deductible expenses, including the stock-based compensation charges and goodwill amortization.

Minority share of loss of ValueClick Japan was $264,000 for the three-month period ended September 30, 2001, compared to a minority share of income of $129,000 for the same period in 2000. We account for our interest in ValueClick Japan on a consolidated basis for financial reporting purposes, resulting in a minority interest in the net income achieved by ValueClick Japan.

RESULTS OF OPERATIONS—NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2001 COMPARED TO SEPTEMBER 30, 2000

Net revenues for the nine-month period ended September 30, 2001 were $32.7 million compared to $47.4 million for the same period in 2000, a decrease of $14.7 million or 31.0%. The revenue decline for the nine-month period ended September 30, 2001 was attributable primarily to the continued softness in the overall media market, due in part to the continued decline in advertising from electronic commerce and other Internet customers, the September 11, 2001 terrorist attacks in the United States

and the aftermath therefrom and the general economic slowdown, partially offset by increased revenues from our European operations and the inclusion of Bach Systems' onResponse.com business in 2001.

The ValueClick worldwide network delivered approximately 59.1 million click-throughs, 5.7 million actions and 24.9 million leads during the nine-month period ended September 30, 2001, compared to approximately 99.6 million click-throughs and 18.4 million leads during the corresponding period in 2000. The Company also delivered more than 31.1 billion ad impressions from our DYNAMO ad delivery system during the nine-month period ended September 30, 2001. The decrease in CPC sales volume and decrease in the average price per click and average price per lead for the nine-month period ended September 30, 2001 compared to the same period in 2000 was offset by the increase in CPL sales volume and inclusion of our CPA product in the 2001 period.

Cost of revenues was $15.5 million for the nine-month period ended September 30, 2001 compared to $23.7 million for the same period in 2000, a decrease of $8.2 million or 34.6%. The decrease in cost of revenues was directly attributable to the decreased delivery of advertisements. Gross profit margin increased to 52.6% in the nine-month period ended September 30, 2001 from 49.9% in 2000. The increase in gross margin was primarily due to a decrease in the average cost per click and the change in product mix for the nine-month period ended September 30, 2001 compared to the same period in 2000.

Sales and marketing expenses for the nine-month period ended September 30, 2001 were $8.4 million compared to $7.7 million for the same period in 2000, an increase of $753,000 or 9.8%. The increase in sales and marketing expenses was due primarily to the addition of sales and marketing personnel and to increased advertising, public relations and other sales and marketing activities in the first three months of 2001 compared to 2000.

General and administrative expenses for the nine-month period ended September 30, 2001 were $10.0 million compared to $9.0 million for the same period in 2000, an increase of $1.0 million or 10.5%. The increase in general and administrative expenses was due primarily to the addition of executive and administrative employees in the first three months of 2001 compared to 2000.

We also have incurred related expenses associated with hiring additional personnel, expanding our corporate offices to accommodate our increased personnel and other professional service expenses incurred as a public company that were not incurred fully in the 2000 period.

Product development expenses for the nine-month period ended September 30, 2001 were $2.7 million compared to $3.3 million for the same period in 2000, a decrease of $588,000 or 17.8%. The decrease was due primarily to the decrease in the number of technology support personnel from the same period in 2000.

Stock-based compensation for the nine-month period ended September 30, 2001 amounted to $2.2 million, which relates to the amortization of existing deferred compensation recorded in prior periods for stock options and restricted shares. The decrease in stock-based compensation from

$3.9 million for the nine-month period ended September 30, 2000 relates to our amortization method that proportionally charges to expense the deferred stock compensation as options vest.

Merger-related costs represent direct transaction costs incurred related to the pooling-of-interests with ClickAgents and Z Media consummated in December 2000 and January 2001, respectively.

Interest income was $3.7 million for the nine-month period ended September 30, 2001 compared to $2.7 million for the same period in 2000. The increase is attributable to the increased balances of cash and cash equivalents throughout the nine-month period ended September 30, 2001, primarily resulting from the proceeds we received from our initial public stock offering effective in late March 2000, offset by the decreasing average investment yields due to declines in interest rates during the 2001 period.

For the nine-month period ended September 30, 2001, our provision for Federal, state and foreign income taxes amounted to $155,000, compared to $4.8 million for the same period in 2000. Income taxes for interim periods are computed using the effective tax rate estimated to be applicable for the full fiscal year, which is subject to our ongoing review and evaluation. The provision for income taxes reflects certain non-deductible expenses, including the stock-based compensation charges and goodwill amortization.

Minority share of loss of ValueClick Japan was $225,000 for the nine-month period ended September 30, 2001, compared to a minority share of income of $283,000 for the same period in 2000. We account for our interest in ValueClick Japan on a consolidated basis for financial reporting purposes, resulting in a minority interest in the net income achieved by ValueClick Japan.

We have historically financed our operations through working capital generated from operations and equity financings. Net cash used in operating activities was $2.9 million for the nine-month period ended September 30, 2001, representing primarily the timing of payments for taxes and other current obligations.

The net cash used in investing activities for the nine-month period ended September 30, 2001 was $86.6 million, representing $91.9 million of purchases of marketable securities and treasury stock and

$1.6 million of cash used to purchase property and equipment partially off-set by $6.9 million of proceeds received from the sale of marketable securities.

Net cash provided by financing activities was $780,000 for the nine-month period ended September 30, 2001 and resulted primarily from the utilization of a short-term line of credit by ValueClick Japan.

On October 21, 2000, we executed a loan and security agreement for a $2.5 million revolving credit line to be used for general working capital. Interest on the outstanding balances accrues at an annual rate of one percentage point above the bank's prime rate. As of September 30, 2001, the bank's prime rate was 6.0%. The credit facility, as amended, contains no restrictive covenants. In exchange for the credit facility, we granted the bank a first priority security interest in our goods and equipment, accounts receivables and intellectual property. At September 30, 2001, we had no outstanding borrowings against this credit line.

We also have a 150 million Japanese Yen (approximately $1.3 million at September 30, 2001) revolving credit line with two separate banks, to be used for short-term financing needs in Japan. Interest on the outstanding balances accrues at prevailing interest rates (1.375% as of September 30, 2001). The credit facility contains no restrictive covenants and is unsecured. At September 30, 2001, there was $837,000 of outstanding borrowings against this credit line. These borrowings were fully repaid in October 2001.

In May 2000, we entered into a loan and security agreement with Bank of America for a $200,000 revolving line of credit. Interest on outstanding balances accrues at an annual rate of one percentage point above the Bank's Prime Rate (6.0% at September 30, 2001). The outstanding balance as of December 31, 2000 of $101,000 was paid on January 31, 2001 and we currently have no outstanding borrowings against this credit line.

We periodically evaluate possible acquisitions as vehicles to enhance future growth by expanding our product offerings or extending our geographical reach. We would expect to finance any such potential investment through some combination of cash on hand and the issuance of common stock to sellers.

We believe that our existing cash and cash equivalents and our available bank credit are sufficient to meet our anticipated cash needs for working capital and capital expenditures for the next 12 months.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." FASB expects to release SFAS No. 142 in the last half of July 2001. SFAS No. 141 establishes standards for accounting and reporting requirements for business combinations initiated after June 30, 2001. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Upon adoption of SFAS No. 142, goodwill will be tested at the reporting unit annually and whenever events or circumstances occur indicating that goodwill might be impaired. Amortization of goodwill, including goodwill recorded in past business combinations, will cease. The adoption date for us will be January 1, 2002 and management is still assessing what the impact of SFAS No. 141 and No. 142 will be on the Company's results of operations and financial position.

"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This Statement also supersedes the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for segments of a business to be disposed of. This Statement also amends ARB No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a temporarily controlled subsidiary. The adoption date for SFAS No. 144 will be January 1, 2002.

BEFORE DECIDING TO INVEST IN OUR COMPANY OR TO MAINTAIN OR INCREASE YOUR INVESTMENT, YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, IN ADDITION TO THE OTHER INFORMATION IN THIS REPORT AND OUR OTHER FILINGS WITH THE SEC. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO AFFECT OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, IT COULD SERIOUSLY HARM OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS. IN SUCH CASE, THE MARKET PRICE FOR OUR COMMON STOCK COULD DECLINE AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

IF BANNER ADVERTISING ON THE INTERNET LOSES ITS APPEAL TO DIRECT MARKETING COMPANIES, OUR REVENUES COULD DECLINE.

We currently derive approximately 68% of our revenues by delivering banner advertisements that generate click-throughs to our advertisers' Web sites. This business model may not continue to be effective in the future for a number of reasons, including the following:—click rates have always been low and may decline as the number of banner advertisements on the Web increases;—Internet users can install "filter" software programs which allow them to prevent banner advertisements from appearing on their screens;—banner advertisements are, by their nature, limited in content relative to other media;—direct marketing companies may be reluctant or slow to adopt banner advertising that replaces, limits or competes with their existing direct marketing efforts; and—direct marketing companies may prefer other forms of Internet advertising, including permission-based e-mail. If the number of direct marketing companies who purchase banner clicks from us does not continue to grow, we may experience difficulty in attracting publishers, and our revenues could decline.

IF OUR BUSINESS MODEL IS NOT ACCEPTED BY INTERNET ADVERTISERS OR WEB PUBLISHERS, OUR REVENUES COULD DECLINE.

We conduct primarily all of our business on a cost-per-click, or CPC, cost-per-action, or CPA, or cost-per-lead, or CPL, pricing model. These business models are relatively new and much less common than the cost-per-thousand impressions, or CPM, pricing model, which many other Internet advertising companies use. Our ability to generate significant revenue from advertisers will depend, in part, on our ability to demonstrate the effectiveness of our pricing models to advertisers, many of which may be more accustomed to the CPM pricing model, and to Web publishers; and attract and retain advertisers and Web publishers by differentiating our technology and services from those of our competitors. One component of our strategy is to enhance advertisers' ability to measure their return on investment and track the performance and effectiveness of their advertising campaigns. However, we have limited experience in implementing our strategy. To date, few advertisers have taken advantage of the most sophisticated tool we offer for tracking Internet users' activities after they have reached advertisers' Web sites. We cannot assure you that our strategy will succeed. Intense competition among Web sites and Internet advertising services has led to the proliferation of a number of alternative pricing models for Internet advertising. These alternatives, and the likelihood that additional pricing alternatives will be introduced, make it difficult for us to project the levels of advertising revenues or the margins that

we, or the Internet advertising industry in general, will realize in the future. Moreover, an increase in the amount of advertising on the Web may result in a decline in click rates. Since we predominantly rely on a performance-based pricing model to generate revenues, any decline in click rates may make our pricing models less viable or less attractive solutions for Web publishers and advertisers.

OUR REVENUES COULD DECLINE IF WE FAIL TO EFFECTIVELY MANAGE OUR EXISTING ADVERTISING SPACE AND OUR GROWTH COULD BE IMPEDED IF WE FAIL TO ACQUIRE NEW ADVERTISING SPACE.

Our success depends in part on our ability to effectively manage our existing advertising space. The Web sites that list their unsold advertising space with us are not bound by long-term contracts that ensure us a consistent supply of advertising space, which we refer to as inventory. In addition, Web sites can change the amount of inventory they make available to us at any time. If a Web site publisher decides not to make advertising space from its Web sites available to us, we may not be able to replace this advertising space with advertising space from other Web sites that have comparable traffic patterns and user demographics quickly enough to fulfill our advertisers' requests. This could result in lost revenues. We expect that our customers' requirements will become more sophisticated as the Web matures as an advertising medium. If we fail to manage our existing advertising space effectively in order to meet our customers' changing requirements, our revenues could decline. Our growth depends on our ability to expand our advertising inventory. In order to attract new customers, we must maintain a consistent supply of attractive advertising space. We intend to expand our advertising inventory by selectively adding to our network new Web sites that offer attractive demographics, innovative and quality content and growing Web user traffic. Our ability to attract new Web sites to the ValueClick network and to retain Web sites currently in our network will depend on various factors, some of which are beyond our control. These factors include our ability to introduce new and innovative product lines and services, our ability to efficiently manage our existing advertising inventory, our pricing policies and the cost-efficiency to Web publishers of outsourcing their advertising sales. In addition, the number of competing Internet advertising networks that purchase advertising inventory from small- to medium-sized Web sites continues to increase. We cannot assure you that the size of our inventory will increase or even remain constant in the future.

WE MAY FACE INTELLECTUAL PROPERTY DISPUTES THAT ARE COSTLY OR COULD HINDER OR PREVENT OUR ABILITY TO DELIVER ADVERTISEMENTS OVER THE INTERNET.

We may be subject to disputes and legal actions alleging intellectual property infringement, unfair competition or similar claims against us. One of our principal competitors, DoubleClick, was awarded a patent on certain aspects of ad-delivery technology, including the ability to target the delivery of ads over a network such as the Internet and the ability to compile statistics on individual Web users and the use of those statistics to target ads. DoubleClick has previously brought lawsuits against other companies in our industry on the basis of this patent. We have, however, entered into an agreement with DoubleClick to use its DART technology, and DoubleClick has agreed to not sue or threaten to sue us or any of our customers, affiliates or licensees, in connection with its patent, so long as DoubleClick or any of its subsidiaries hold at least five percent of our capital stock, including options to purchase common stock, on a fully diluted basis.

Other companies may apply for or be awarded patents or have other intellectual property rights covering aspects of our technology or business. In 2000, 24/7 Media was awarded a patent relating to its technology for delivering content and advertising information over the Internet. Our failure to prevail in any litigation with any party asserting intellectual property infringement could result in substantial monetary damages, including: damages for past infringement, which could be tripled if a court determines that the infringement was willful; an injunction requiring us to stop offering our services in their current form; the need to redesign our systems; or the need to pay significant license fees in order to use technology belonging to third parties.

IF WE FAIL TO KEEP PACE WITH RAPIDLY CHANGING TECHNOLOGIES, WE COULD LOSE CUSTOMERS OR ADVERTISING INVENTORY.

The Internet advertising market is characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions and changing customer demands. The introduction of new products and services embodying new technologies and the emergence of new industry standards and practices can render existing products and services obsolete and unmarketable or require unanticipated investments in research and development. Our success will depend on our ability to adapt to rapidly changing technologies, to enhance existing solutions and to develop and introduce a variety of new solutions to address our customers' changing demands. For example, advertisers are increasingly requiring Internet advertising networks to have the ability to deliver advertisements utilizing new formats that surpass stationary images and incorporate rich media, such as video and audio, interactivity, and more precise consumer targeting techniques. Our system does not support some types of advertising formats, such as video and audio, and many of the Web sites in our network have not implemented systems to allow rich media advertisements. In addition, an increase in the bandwidth of Internet access resulting in faster data delivery may provide new products and services that will take advantage of this expansion in delivery capability. If we fail to adapt successfully to developments such as these, we could lose customers or advertising inventory. We purchase most of the software we use in our business from third parties. We intend to continue to acquire technology necessary for us to conduct our business from third parties. We cannot assure you that, in the future, these technologies will be available on commercially reasonable terms, or at all. We may also experience difficulties that could delay or prevent the successful design, development, introduction or marketing of new solutions. Any new solution or enhancement we develop will need to meet the requirements of our current and prospective customers and may not achieve significant market acceptance. If we fail to keep pace with technological developments and the introduction of new industry and technology standards on a cost-effective basis, our expenses could increase, and we could lose customers or advertising inventory.

IF THE TECHNOLOGY WE CURRENTLY USE TO TARGET THE DELIVERY OF BANNERS AND TO PREVENT FRAUD ON OUR NETWORK IS RESTRICTED OR BECOMES SUBJECT TO REGULATION, OUR EXPENSES COULD INCREASE AND WE COULD LOSE CUSTOMERS OR ADVERTISING INVENTORY.

Web sites typically place small files of information, commonly known as "cookies," on an Internet user's hard drive, generally without the user's knowledge or consent. Cookie information is passed to the Web site through the Internet user's browser software. We currently use cookies to track an Internet user's movement through the advertiser's Web site and to monitor and prevent potentially fraudulent activity on our network. We do not share, collect or sell any other information concerning Internet users. Most currently available Internet browsers allow Internet users to modify their browser settings to prevent cookies from being stored on their hard drive, and some users currently do so. Internet users can also delete cookies from their hard drives at any time. Some Internet commentators and privacy advocates have suggested limiting or eliminating the use of cookies, and legislation has been introduced in some jurisdictions to regulate the use of cookie technology. The effectiveness of our technology could be limited by any reduction or limitation in the use of cookies. If the use or effectiveness of cookies is limited, we would have to switch to other technologies in order to gather demographic and behavioral information. While such technologies currently exist, they are substantially less effective than cookies. We would also have to develop or acquire other technology to prevent fraud. Replacement of cookies could require significant reengineering time and resources, might not be completed in time to avoid losing customers or advertising inventory, and might not be commercially feasible. Our use of cookie technology or any other technologies designed to collect Internet usage information may subject us to litigation or investigations in the future. Any litigation or government

action against us could be costly and time-consuming, could require us to change our business practices and could divert management's attention.

CHANGES IN LAWS AND STANDARDS RELATING TO DATA COLLECTION AND USE PRACTICES AND THE PRIVACY OF INTERNET USERS AND OTHER INDIVIDUALS COULD HARM OUR BUSINESS.

Recently, growing public concern regarding privacy and the collection, distribution and use of information about Internet users has led to increased federal and state scrutiny and legislative and regulatory activity concerning data collection and use practices. Various federal and state governments and agencies have recently proposed limitations on the collection and use of information regarding Internet users. In October 1998, the European Union adopted a directive that limits the collection and use of information regarding Internet users in Europe. In addition to government activity, a number of industry and privacy advocacy groups are considering various new, additional or different self-regulatory standards. This focus, and any legislation, regulations or standards promulgated, may impact us adversely. Although our compliance with applicable federal and state laws, regulations and industry guidelines has not had a material adverse effect on us, governments, trade associations and industry self-regulatory groups may enact more burdensome laws, regulations and guidelines, including consumer privacy laws, affecting us and our clients. Since many of the proposed laws or regulations are just being developed, and a consensus on privacy and data usage has not been reached, we cannot yet determine the impact these regulations may have on our business. However, these regulations and guidelines could materially and adversely affect our business.

CHANGES IN GOVERNMENT REGULATION COULD DECREASE DEMAND FOR OUR SERVICES AND INCREASE OUR COSTS OF DOING BUSINESS.

Laws and regulations that apply to Internet communications, commerce and advertising are becoming more prevalent. These regulations could affect the costs of communicating on the Web and adversely affect the demand for our advertising solutions or otherwise harm our business, results of operations and financial condition. Recently, the United States Congress enacted Internet legislation regarding children's privacy, copyrights and taxation. Other laws and regulations may be adopted, and may address issues such as user privacy, pricing, acceptable content, taxation and quality of products and services. This legislation could hinder growth in the use of the Web generally and decrease the acceptance of the Web as a communications, commercial and advertising medium. In addition, the growing use of the Web has burdened the existing telecommunications infrastructure and has, at times, caused interruptions in telephone service. Legislation has been proposed recently to prohibit the sending of unsolicited commercial e-mail. We have a consent-based email delivery business that we believe should not, as a matter of policy, be affected by this kind of legislation. However, it is possible that legislation will be passed that requires us to change our current practices, or subject us to increased possibility of legal liability for our practices. Due to the global nature of the Web, it is possible that, although our transmissions currently originate in California, Florida and Japan, the governments of other states or foreign countries might attempt to regulate our transmissions or levy sales or other taxes relating to our activities. The laws governing the Internet remain largely unsettled, even in areas where there has been some legislative action. It may take years to determine whether and how existing laws, including those governing intellectual property, privacy, libel and taxation, apply to the Internet and Internet advertising. In addition, the growth and development of the market for Internet commerce may prompt calls for more stringent consumer protection laws, both in the United States and abroad, that may impose additional burdens on companies conducting business over the Internet. Our business, results of operations and financial condition could be materially and adversely affected by the adoption or modification of laws or regulations relating to the Internet, or the application of existing laws to the Internet or Internet-based advertising.

WE COULD LOSE CUSTOMERS OR ADVERTISING INVENTORY IF WE FAIL TO MEASURE CLICKS ON BANNER ADVERTISEMENTS IN A MANNER THAT IS ACCEPTABLE TO OUR ADVERTISERS AND WEB PUBLISHERS.

We earn advertising revenues and make payments to Web publishers based on the number of clicks on advertisements delivered on our network. Advertisers' and Web publishers' willingness to use our services and join our network will depend on the extent to which they perceive our measurements of clicks to be accurate and reliable. Advertisers and Web publishers often maintain their own technologies and methodologies for counting clicks, and from time to time we have had to resolve differences between our measurements and theirs. Any significant dispute over the proper measurement of clicks or other user responses to advertisements could cause us to lose customers or advertising inventory.

IF WE FAIL TO COMPETE EFFECTIVELY AGAINST OTHER INTERNET ADVERTISING COMPANIES, WE COULD LOSE CUSTOMERS OR ADVERTISING INVENTORY AND OUR REVENUES COULD DECLINE.

The market for Internet advertising and related services is intensely competitive. We expect this competition to continue to increase because there are no significant barriers to entry. Increased competition may result in price reductions for advertising space, reduced margins and loss of our market share. Our principal competitors are other companies that provide advertisers with performance-based Internet advertising solutions, such as cost-per-click, or CPC, cost-per-lead, or CPL, and cost-per-action, or CPA. We directly compete with a number of competitors in the CPC market segment, such as Advertising.com and Datacomm. We also compete in the performance-based marketing segment with CPL and CPA performance-based companies such as DirectLeads and CommissionJunction. We also compete with other Internet advertising networks that focus on the traditional CPM model, including DoubleClick, Engage and 24/7 Media. Unlike us, these companies primarily deal with publishers of large Web sites and advertisers seeking increased brand recognition. These companies have longer operating histories, greater name recognition and have greater financial and marketing resources than we do. DoubleClick is a principal stockholder of ValueClick. Competition for advertising placements among current and future suppliers of Internet navigational and informational services, high-traffic Web sites and ISPs, as well as competition with other media for advertising placements, could result in significant price competition and reductions in advertising revenues. In addition, as we expand the scope of our Web services, we may compete with a greater number of Web publishers and other media companies across an increasing range of different Web services, including in vertical markets where competitors may have advantages in expertise, brand recognition and other areas. If existing or future competitors develop or offer services that provide significant performance, price, creative or other advantages over those offered by us, our business, result of operations and financial condition would be negatively affected. We also compete with traditional advertising media, such as direct mail, television, radio, cable and print, for a share of advertisers' total advertising budgets. Many of our current and potential competitors enjoy competitive advantages over us, such as longer operating histories, greater name recognition, larger customer bases, greater access to advertising space on high-traffic Web sites, and significantly greater financial, technical and marketing resources. We may not be able to compete successfully. If we fail to compete successfully, we could lose customers or advertising inventory and our revenues could decline.

OUR REVENUE GROWTH DEPENDS ON THE CONTINUED GROWTH OF INTERNET USAGE AND INFRASTRUCTURE.

Our business and financial results depend on continued growth in the use of the Internet. Internet usage may be inhibited for a number of reasons, such as: inadequate network infrastructure; security concerns; inconsistent quality of service; and unavailability of cost-effective, high-speed service. If Internet usage grows, its infrastructure may not be able to support the demands placed on it and its

performance and reliability may decline. In addition, Web sites have experienced interruptions in their service as a result of outages and other delays occurring throughout the Internet network infrastructure, and as a result of sabotage, such as the recent electronic attacks designed to interrupt service on many Web sites. The Internet could lose its viability as a commercial medium due to delays in the development or adoption of new technology required to accommodate increased levels of Internet activity. If use of the Internet does not continue to grow, or if the Internet infrastructure does not effectively support its growth, our revenues could be materially and adversely affected.

OUR LONG-TERM SUCCESS MAY DEPEND ON THE DEVELOPMENT OF E-COMMERCE BECAUSE MANY OF OUR CUSTOMERS' ADVERTISEMENTS RELATE TO ONLINE PURCHASING.

Because many of our customers' advertisements encourage online purchasing, our long-term success may depend in part on the growth and market acceptance of e-commerce. Our business would be adversely affected if the growth or acceptance of e-commerce does not develop, or develops more slowly than expected. A number of factors outside of our control could hinder the development of e-commerce, including the following: the network infrastructure necessary for substantial growth in Internet usage may not develop adequately or its performance and reliability may decline; insufficient availability of telecommunication services or changes in telecommunication services could result in inconsistent quality of service or slower response times on the Internet; and negative publicity and consumer concern surrounding the security of e-commerce could impede its acceptance and growth. In particular, any well-publicized compromise of security involving Web-based transactions could deter people from purchasing items on the Internet, clicking on advertisements, or using the Internet generally, any of which could cause us to lose customers and advertising inventory and could materially, adversely effect our revenues.

Our future success is substantially dependent on the continued service of our key senior management, technical and sales personnel and in particular our Chairman and Chief Executive Officer, James R. Zarley and our Chief Operating Officer, Sam Paisley. Our employment agreements with our key personnel are short-term and on an at-will basis. We do not have key-person insurance on any of our employees. The loss of the services of any member of our management team, or of any other key employees, could divert management's time and attention, increase our expenses and adversely affect our ability to conduct our business efficiently. Our future success also depends on our continuing ability to attract, retain and motivate highly skilled employees. Competition for employees in our industry is intense. We may be unable to retain our key employees or attract, assimilate or retain other highly qualified employees in the future. We have experienced difficulty from time to time in attracting the personnel necessary to support the growth of our business, and we may experience similar difficulties in the future.

DOUBLECLICK WILL HAVE SIGNIFICANT INFLUENCE OVER OUR BUSINESS, AND IT MAY HAVE INTERESTS THAT ARE DIFFERENT FROM, OR IN ADDITION TO, YOURS.

DoubleClick, which is one of our competitors, currently owns approximately 15.3% of our utstanding common stock. DoubleClick has the right to maintain its percentage ownership if we issue new securities, other than in a public offering or under other specified exceptions, until February 28, 2003. As a result of its share ownership, board representation and other rights, DoubleClick will be able to exert substantial influence over our management and affairs. DoubleClick may have interests that are different from, or in addition to, your interests. Because we have agreed to enter into an agreement to use DoubleClick's DART services in our business and have generally agreed to use DoubleClick rather than other providers of services similar to those that DoubleClick makes available, and because we may have additional commercial relationships with DoubleClick in the future, conflicts of interest could arise with respect to the nature, quality and pricing of services that DoubleClick

provides to us. DoubleClick has designated one member of our board of directors. In addition, the holders of approximately 29.3% of our outstanding common stock have agreed to vote their shares in favor of a specified number of DoubleClick's nominees to our board of directors, depending on DoubleClick's percentage ownership of our common stock. Because DoubleClick provides Internet advertising services that compete with ours, conflicts of interest could arise for DoubleClick's representatives on our board of directors. We have not implemented specific policies with respect to these potential conflicts of interest, which could be resolved in a manner adverse to us.

DOUBLECLICK MAY BE ABLE TO CAUSE A SALE OF OUR COMPANY, EVEN IF IT IS NOT FAVORED BY OUR STOCKHOLDERS, OR PREVENT A TAKEOVER OF OUR COMPANY EVEN IF SUCH A TRANSACTION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS.

As long as DoubleClick continues to own 10% of our common stock on a fully diluted basis, we must obtain DoubleClick's consent before we take specified actions such as issuing securities to any company that competes with DoubleClick and implementing any anti-takeover provision. DoubleClick has agreed to standstill provisions under which it would not acquire more than 45% ownership of ValueClick on a fully diluted basis for a period of three years, from February 2001, but after that time it may acquire additional shares of our common stock. These standstill provisions would terminate upon the announcement or commencement of a tender or exchange offer to acquire shares of our common stock which would result in the offeror owning 50% or more of our common stock. Due to DoubleClick's ownership and contractual rights, we may be unable to prevent a sale of our company that DoubleClick favors, even if it is not favored by our other stockholders, and it may be difficult for our stockholders to receive a control premium in any sale of our company. DoubleClick may be able to prevent or impede a change of control transaction that our other stockholders favor. DoubleClick is our largest stockholder and as long as it owns 10% of our common stock on a fully diluted basis, it will have the right to receive prior notice of, and will have the opportunity to respond to, a proposed sale of our company or an unsolicited offer to buy our company. These rights may discourage third-party offers for our company.

SYSTEM FAILURES COULD SIGNIFICANTLY DISRUPT OUR OPERATIONS, WHICH COULD CAUSE US TO LOSE CUSTOMERS OR ADVERTISING INVENTORY.

Our success depends on the continuing and uninterrupted performance of our systems. Sustained or repeated system failures that interrupt our ability to provide our services to our customers, including failures affecting our ability to deliver advertisements quickly and accurately and to process users' responses to advertisements, would reduce significantly the attractiveness of our solutions to advertisers and Web publishers. Our business, results of operations and financial condition could be materially and adversely affected by any damage or failure that interrupts or delays our operations. Our computer systems are vulnerable to damage from a variety of sources, including telecommunications failures, malicious human acts and natural disasters. We lease server space in Los Angeles, California; Boca Raton, Florida; and Tokyo, Japan. Therefore, any of the above factors affecting the Los Angeles, Boca Raton or Tokyo areas would substantially harm our business. Moreover, despite network security measures, our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems in part because we cannot control the maintenance and operation of our third-party data centers. Despite the precautions we have taken, unanticipated problems affecting our systems could cause interruptions in the delivery of our solutions in the future. Our data storage centers incorporate redundant systems, consisting of additional servers, but our primary system does not switch over to our backup system automatically. Our insurance policies may not adequately compensate us for any losses that may occur due to any failures in our systems.

Our future success depends in part on the efficient performance of our software and technology, as well as the efficient performance of the systems of third parties. As the numbers of Web pages and

Internet users increase, our services and infrastructure may not be able to grow to meet the demand. A sudden and unexpected increase in the volume of advertising delivered through our servers or in click rates could strain the capacity of the software or hardware that we have deployed. Any capacity constraints we experience could lead to slower response times or system failures and adversely affect the availability of advertisements, the number of advertising views delivered and the level of user responses received, which would harm our revenues. To the extent that we do not effectively address capacity constraints or system failures, our business, results of operations and financial condition could be harmed substantially. We also depend on the Internet service providers, or ISPs, that provide consumers with access to the Web sites on which our customers' advertisements appear. Internet users have occasionally experienced difficulties connecting to the Web due to failures of their ISPs' systems. Any disruption in Internet access provided by ISPs or failures by ISPs to handle the higher volumes of traffic expected in the future could materially and adversely affect our revenues.

IT MAY BE DIFFICULT FOR YOU TO EVALUATE OUR BUSINESS AND YOUR INVESTMENT BECAUSE WE HAVE A LIMITED OPERATING HISTORY.

Because we have a limited operating history, it may be difficult to evaluate our business and prospects. You should consider our prospects in light of the risks, expenses and difficulties frequently encountered by early-stage companies in the rapidly-changing Internet market. These risks include our ability to: maintain and increase our inventory of advertising space on Web sites; maintain and increase the number of advertisers that use our products and services and offer banner advertisements that generate significant response rates; continue to expand the number of products and services we offer and the capacity of our systems; continue to increase the acceptance of the CPC pricing model; and adapt to changes in Web advertisers' promotional needs and policies, and the technologies used to generate Web advertisements. If we are unsuccessful in addressing these risks and uncertainties, our business, results of operations and financial condition could be materially and adversely affected.

IT MAY BE DIFFICULT TO PREDICT OUR FINANCIAL PERFORMANCE BECAUSE OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE.

Our revenues and operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our results of operations as an indication of our future performance. Our results of operations may fall below the expectations of market analysts and investors in some future periods. If this happens, the market price of our common stock may fall. The factors that may affect our quarterly operating results include: fluctuations in demand for our advertising solutions; fluctuations in click rates; fluctuations in the amount of available advertising space, or views, on Web sites in our network; the timing and amount of sales and marketing expenses incurred to attract new advertisers; fluctuations in sales of different types of advertising, for example, the amount of advertising sold at higher rates rather than lower rates; changes in our pricing policies, the pricing policies of our competitors or the pricing policies for advertising on the Internet generally; timing differences at the end of each quarter between our payments to Web publishers for a given set of clicks and our collection of advertising revenue for those clicks; and costs related to acquisitions of technology or businesses. Expenditures by advertisers also tend to be cyclical, reflecting overall economic conditions as well as budgeting and buying patterns. Any decline in the economic prospects of advertisers or the economy generally may alter current or prospective advertisers' spending priorities, or may increase the time it takes us to close sales with advertisers, and could materially and adversely affect our business, results of operations and financial condition.

We believe that our revenues will be subject to seasonal fluctuations because advertisers generally place fewer advertisements during the first and third calendar quarters of each year. Additional seasonal patterns in Internet advertisers' spending may emerge as the industry matures.

OUR FUTURE REVENUES AND OPERATING RESULTS ARE DIFFICULT TO FORECAST AND MANY OF OUR EXPENSES ARE FIXED.

Our current and future expense estimates are based, in large part, on our estimates of future revenues and on our investment plans. In particular, we plan to increase our operating expenses significantly in order to expand our sales and marketing operations; enhance our technology and software solutions; acquire additional advertising inventory; enhance our advertising management platform; and continue our international expansion. Most of our expenses are fixed in the short term. We may be unable to reduce spending if our revenues are lower than expected. Any significant shortfall in revenues in relation to our expectations could materially and adversely affect our cash flows.

IF WE FAIL TO MANAGE OUR GROWTH EFFECTIVELY, OUR EXPENSES COULD INCREASE AND OUR MANAGEMENT'S TIME AND ATTENTION COULD BE DIVERTED.

As we continue to increase the scope of our operations, we will need an effective planning and management process to implement our business plan successfully in the rapidly evolving Internet advertising market. Our business, results of operations and financial condition will be substantially harmed if we are unable to manage our expanding operations effectively. We plan to continue to expand our sales and marketing, customer support and research and development organizations. Past growth has placed, and any future growth will continue to place, a significant strain on our management systems and resources. We have recently implemented a new financial reporting system and expect that we will need to continue to improve our financial and managerial controls and our reporting systems and procedures. In addition, we will need to expand, train and manage our work force. Our failure to manage our growth effectively could increase our expenses and divert management's time and attention.

IF WE DO NOT SUCCESSFULLY DEVELOP OUR INTERNATIONAL STRATEGY, OUR REVENUES AND CASH FLOWS AND THE GROWTH OF OUR BUSINESS COULD BE HARMED.

We initiated operations, through joint ventures and wholly-owned subsidiaries or divisions, in Japan in 1998, in the United Kingdom in 1999, and France, Germany, Brazil and Canada in 2000. Subsequently, we discontinued operations in Brazil and Canada in 2001. Our foreign operations subject us to foreign currency exchange risks. We currently do not utilize hedging instruments to mitigate foreign exchange risks.

Our international expansion will subject us to additional foreign currency exchange risks and will require management attention and resources. We expect to pursue expansion through a number of international alliances and to rely extensively on these business partners initially to conduct operations, establish local networks, register Web sites as affiliates and coordinate sales and marketing efforts. Our success in these markets will depend on the success of our business partners and their willingness to dedicate sufficient resources to our relationships. We cannot assure you that we will be successful in our efforts overseas. International operations are subject to other inherent risks, including:

Our failure to address these risks adequately could materially and adversely affect our business, results of operations and financial condition.

WE MAY BE LIABLE FOR CONTENT DISPLAYED ON THE WEB SITES OF OUR PUBLISHERS WHICH COULD INCREASE OUR EXPENSES.

We may be liable to third parties for content in the advertising we deliver if the artwork, text or other content involved violates copyright, trademark, or other intellectual property rights of third parties or if the content is defamatory. Any claims or counterclaims could be time-consuming, result in costly litigation or divert management's attention.

DELAWARE LAW CONTAINS ANTI-TAKEOVER PROVISIONS THAT COULD DETER TAKEOVER ATTEMPTS, EVEN IF SUCH TRANSACTIONS WOULD BE BENEFICIAL TO OUR STOCKHOLDERS.

Provisions of Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. Section 203 of the Delaware General Corporation Law may make the acquisition of ValueClick and the removal of incumbent officers and directors more difficult by prohibiting stockholders holding 15% or more of our outstanding voting stock from acquiring ValueClick without the Board's consent for at least three years from the date they first hold 15% or more of the voting stock. DoubleClick is not subject to this provision of Delaware law with respect to its investment in ValueClick.

The primary objective of our investment activities is to preserve capital while at the same time maximizing yields without significantly increasing risk. Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. We have not used derivative financial instruments in our investment portfolio. We place our investments with high-quality issuers and, by policy, limit the amount of credit exposure to any one issuer. Our investments in marketable securities consist primarily of high-grade corporate and government securities with maturities of less than two years. As of September 30, 2001, our investments in marketable securities had a weighted-average time to maturity of approximately 288 days. Investments purchased with an original maturity of three months or less are considered to be cash equivalents. We classify all of our investments as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported in a separate component of shareholders' equity. As of September 30, 2001, unrealized gains in our investments in marketable securities aggregated $859,000. During the three-month period ended September 30, 2001, our investments in marketable securities yielded an effective interest rate of 5.08%.

Our investment in ValueClick Japan subjects us to foreign currency exchange risks as ValueClick Japan denominates its transactions in the Japanese Yen. Our exposure is limited to the extent of the amount of ValueClick Japan's net assets which totaled $24.2 million at September 30, 2001. We also will have foreign currency exchange risks for ValueClick Europe, which denominates its transactions in U.K. pounds. Historically, we have not hedged our exposure to exchange rate fluctuations. Accordingly, we may experience economic loss and a negative impact on earnings or equity as a result of foreign currency exchange rate fluctuations. For all of our other advertising services provided in foreign countries, including Canada, Australia, Belgium, China, England, France, Mexico and Spain, the transactions are denominated in U.S. dollars and we generally receive payment from these foreign customers prior to delivering our services.

As part of the consideration for DoubleClick's investment in our company, we received 732,860 shares of DoubleClick common stock valued at approximately $85.8 million. During 2000, we sold 165,000 shares of the DoubleClick common stock for cash proceeds of $10.3 million. The sale of these shares resulted in a realized non-cash loss of $9.0 million. In December 2000, we made an assessment that the decline in market value of the remaining DoubleClick stock was other than temporary. Accordingly, in December 2000, we recorded a non-cash charge to operations of $60.2 million representing the unrealized holding losses previously accounted for a separate component of stockholders' equity.

During April 2001, we sold our remaining 567,860 shares of DoubleClick common stock for cash proceeds of $6.9 million. The sale of these shares resulted in a realized gain of $701,000.

On February 22, 2001, a complaint was filed in Los Angeles Superior Court (Case No. BC245538) against ValueClick, its subsidiary ClickAgents, and the two founders of ClickAgents, both of whom remain employees of ClickAgents. The plaintiff, Adam Powell, alleges that the founders of ClickAgents entered into a joint venture agreement and other related agreements with him in early 1999, and that the founders and ClickAgents breached those agreements in July 1999 when the plaintiff's relationship with ClickAgents was terminated. The plaintiff also asserted various other causes of action, including fraud, breach of fiduciary duty, and conversion, arising from the same set of allegations. The plaintiff claims he is entitled to a percentage of ClickAgents' profits and a percentage of the merger consideration from ValueClick, which the plaintiff estimated in his complaint to exceed $11 million, and to other equitable relief, including appointment of a receiver. On May 4, 2001, the plaintiff filed a First Amended Complaint, removing some of his causes of actions and adding Chase Mellon Shareholder Services, LLC, ValueClick's transfer agent and registrar, as a new defendant.

On October 19, 2001, Valueclick completed its acquisition of Mediaplex, Inc. ("Mediaplex"). Under the terms of the merger agreement, Mars Acquisition Corp., a wholly-owned subsidiary of ValueClick, was merged with and into Mediaplex and Mediaplex survived as a wholly-owned subsidiary of ValueClick.

Under the terms of the merger agreement, approved by both boards of directors and stockholders, Mediaplex stockholders will receive .4113 shares of ValueClick common stock for each share of Mediaplex common stock. ValueClick will issue a total of approximately 14.9 million shares of its common stock for all the outstanding stock of Mediaplex. In addition, based on shares of Mediaplex common stock underlying its outstanding stock options as of the record date and the exchange ratio, options to purchase approximately 3.5 million additional shares of ValueClick common stock will be assumed by ValueClick.

ValueClick intends to account for the merger under the purchase method of accounting. The results of operations for Mediaplex will be included in ValueClick's consolidated statements of operations from the date of acquisition. Mediaplex common stock traded on the Nasdaq National Market under the symbol "MPLX" prior to the merger.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets as of December 31, 2000 and September 30, 2001 (unaudited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three-month Periods Ended September 30, 2000 and 2001 (unaudited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Nine-month Periods Ended September 30, 2000 and 2001 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine-month Periods Ended September 30, 2000 and 2001 (unaudited)	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	31
PART II.	OTHER INFORMATION AND SIGNATURES
Item 1.	Legal Proceedings	32
Item 5.	Other Information	32
Item 6.	Exhibits and Reports on Form 8-K	33
Signatures		34

			December 31, 2000			September 30, 2001
						(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	121,204,000		$	31,189,000
	Short-term investments			6,246,000			92,290,000
	Accounts receivable, net			12,974,000			7,976,000
	Prepaid expenses and other current assets			1,085,000			1,060,000
	Deferred tax assets			1,373,000			1,103,000

		Total current assets		142,882,000			133,618,000

	Property and equipment, net			3,235,000			3,738,000
	Intangible assets, net			7,427,000			7,216,000
	Other assets			506,000			1,322,000

TOTAL ASSETS			$	154,050,000		$	145,894,000

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses		$	10,461,000		$	7,003,000
	Income taxes payable			2,828,000			113,000
	Deferred revenue			446,000			267,000
	Note payable, current portion			111,000			847,000

		Total current liabilities		13,846,000			8,230,000

LONG-TERM LIABILITIES				13,000			6,000
MINORITY INTEREST IN SUBSIDIARY				12,698,000			12,473,000
STOCKHOLDERS' EQUITY:
	Preferred stock			—			—
	Common stock			37,000			38,000
	Additional paid-in capital			190,595,000			191,092,000
	Treasury stock, at cost			(574,000	)		(799,000	)
	Deferred stock compensation			(4,529,000	)		(1,712,000	)
	Accumulated deficit			(56,416,000	)		(60,889,000	)
	Accumulated other comprehensive loss			(1,620,000	)		(2,545,000	)

		Total stockholders' equity		127,493,000			125,185,000

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	154,050,000		$	145,894,000

			Three-Month Period Ended September 30,
			2000			2001
Revenues			$	15,687,000		$	10,289,000
Cost of revenues				7,369,000			4,607,000

	Gross profit			8,318,000			5,682,000

Operating expenses:
	Sales and marketing (excludes stock-based compensation of $385,000 and $171,000 for 2000 and 2001, respectively)			2,915,000			2,680,000
	General and administrative (excludes stock-based compensation of $630,000 and $279,000 for 2000 and 2001, respectively)			3,872,000			3,320,000
	Product development			1,416,000			807,000
	Stock-based compensation (excludes stock-based compensation of $208,000 and $92,000 for 2000 and 2001, respectively)			1,223,000			542,000
	Amortization of intangible assets			225,000			453,000
	Merger-related costs			—			141,000

		Total operating expenses		9,651,000			7,943,000

Loss from operations				(1,333,000	)		(2,261,000	)
Interest income, net				1,401,000			1,162,000
Gain on sale of subsidiary stock				1,076,000			—
Foreign currency transaction loss				—			(387,000	)

Income (loss) before income taxes and minority interest				1,144,000			(1,486,000	)
Provision for income taxes				1,007,000			175,000

Income (loss) before minority interest				137,000			(1,661,000	)
Minority share of (income) loss of subsidiary				(129,000	)		264,000

Net income (loss)			$	8,000		$	(1,397,000	)

Net income (loss) per common share:
	Basic		$	0.00		$	(0.04	)
	Diluted		$	0.00		$	(0.04	)

Shares used to calculate net income (loss) per common share:
	Basic			35,662,000			36,526,000
	Diluted			37,295,000			36,526,000

Net income (loss)			$	8,000		$	(1,397,000	)
Other comprehensive income (expense):
	Foreign currency translation adjustment			(381,000	)		1,063,000
	Unrealized gain (loss) on marketable securities			(2,086,000	)		367,000

Comprehensive income (loss)			$	(2,459,000	)	$	33,000

			Nine-Month Period Ended September 30,
			2000			2001
Revenues			$	47,402,000		$	32,665,000
Cost of revenues				23,725,000			15,482,000

	Gross profit			23,677,000			17,183,000

Operating expenses:
	Sales and marketing (excludes stock-based compensation of $1,234,000 and $680,000 for 2000 and 2001, respectively)			7,681,000			8,434,000
	General and administrative (excludes stock-based compensation of $2,017,000 and $1,111,000 for 2000 and 2001, respectively)			9,049,000			10,002,000
	Product development (excludes stock-based compensation of $666,000 and $367,000 for 2000 and 2001, respectively)			3,290,000			2,702,000
	Stock-based compensation			3,917,000			2,158,000
	Amortization of intangible assets			673,000			1,354,000
	Merger-related costs			—			1,121,000

		Total operating expenses		24,610,000			25,771,000

Loss from operations				(933,000	)		(8,588,000	)
Interest income, net				2,661,000			3,726,000
Gain (loss) on sale of marketable securities				(9,006,000	)		701,000
Gain from subsidiary stock issuance				13,656,000			—
Gain on sale of subsidiary stock				1,076,000			—
Foreign currency transaction loss				—			(382,000	)

Income (loss) before income taxes and minority interest				7,454,000			(4,543,000	)
Provision for income taxes				4,830,000			155,000

Income (loss) before minority interest				2,624,000			(4,698,000	)
Minority share of (income) loss of subsidiary				(283,000	)		225,000

Net income (loss)			$	2,341,000		$	(4,473,000	)

Net income (loss) per common share:
	Basic		$	0.08		$	(0.12	)
	Diluted		$	0.07		$	(0.12	)

Shares used to calculate net income (loss) per common share:
	Basic			30,828,000			36,488,000
	Diluted			32,517,000			36,488,000

Net income (loss)			$	2,341,000		$	(4,473,000	)
Other comprehensive income (expense):
	Foreign currency translation adjustment			(88,000	)		(1,292,000	)
	Unrealized gain (loss) on marketable securities			(29,240,000	)		367,000

Comprehensive loss			$	(26,987,000	)	$	(5,398,000	)

			Nine-month period ended September 30,
			2000			2001
Net cash provided by (used in) operating activities				3,376,000			(2,865,000	)

Cash flows from investing activities:
	Purchases of property and equipment			(1,507,000	)		(1,631,000	)
	Purchases of intangible assets			(574,000	)		(51,000	)
	Proceeds from the sale of marketable equity securities			11,507,000			6,948,000
	Purchase of marketable equity securities			—			(1,611,000	)
	Purchase of marketable debt securities			—			(90,068,000	)
	Purchase of treasury stock			—			(225,000	)

Net cash provided by (used in) investing activities				9,426,000			(86,638,000	)

Cash flows from financing activities:
	Net proceeds from the sale of common stock			68,559,000			—
	Net proceeds from the subsidiary stock issuance			25,425,000			—
	Proceeds from the DoubleClick transaction			10,000,000			—
	Proceeds (repayments) on short-term debt			(147,000	)		736,000
	Repayments on note payable			(8,000	)		(7,000	)
	Proceeds from the exercises of common stock options			326,000			51,000

		Net cash provided by financing activities		104,155,000			780,000

		Effect of currency translations		(88,000	)		(1,292,000	)

Net increase (decrease) in cash and cash equivalents				118,127,000			(90,015,000	)
Cash and cash equivalents, beginning of period				3,681,000			121,204,000

Cash and cash equivalents, end of period			$	121,808,000		$	31,189,000

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTIING AND FINANCING TRANSACTIONS:
	Issuance of common stock for DoubleClick common stock		$	85,796,000		$	—

	Issuance of common stock for earnout provision of purchase business combination		$	—		$	1,106,000

2.1*		Agreement and Plan of Merger, dated as of July 1, 2001, by and among ValueClick, Inc., Mars Acquisition Corporation and Mediaplex, Inc.
10.1*		Form of Voting Agreement by and between Mediaplex, Inc. and ValueClick, Inc. stockholders.
10.2*		Voting Agreement, dated July 1, 2001, between ValueClick, Inc. and Gregory R. Raifman.
10.3*		Voting Agreement, dated July 1, 2001, between ValueClick, Inc. and Jon L. Edwards.
10.4*		Voting Agreement, dated July 1, 2001, between ValueClick, Inc. and Pequot Offshore Private Equity Fund, Inc.
10.5*		Voting Agreement, dated July 1, 2001, between ValueClick, Inc. and Pequot Private Equity Fund, L.P.
10.6*		Voting Agreement, dated July 1, 2001, between ValueClick, Inc. and McCann-Erickson Worldwide.
10.7*		Form of Board Composition Agreement between ValueClick, Inc. and Mediaplex, Inc.
10.8*		Form of Consulting Agreement between ValueClick, Inc. and Gregory Raifmain.

	VALUECLICK, INC. (Registrant)
	By:	/s/ KURT A. JOHNSON Kurt A. Johnson Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: November 13, 2001