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ValueClick Q4 2005 Earnings Conference Call Transcript (VCLK)

February 27, 2006

Executives

James R. Zarley, Chairman and Chief Executive Officer

Sam Paisley, Chief Administrative Officer

Scott H. Ray, Chief Financial Officer

Gary Fuges, Manager Investor Relations.

Analysts

Kyle Evans, Stevens Inc.

Mark Mahaney, Citigroup

Eric Martinuzzi, Craig-Hallum

Martin Pyykkonen, Hoefer & Arnett

Imran Kahn, JP Morgan

Youssef Squali, Jefferies & Co.

William Morrison, JMP Securities

Sasa Zorovic, Oppenheimer

Chad Bartley, Pacific Crest

Aaron Kessler, Piper Jaffray

Mark Bacurin, Robert W. Baird.

Presentation

Gary Fuges, Manager Investor Relations.

Thank you Sean. Good afternoon and welcome to ValueClick’s 4th quarter 2005 and fiscal year 2005 financial results conference call. Joining me on the call today is James Zarley, ValueClick’s Chairman and Chief Executive Officer, Sam Paisley, Chief Administrative Office and Scott Ray, Chief Financial Officer.

Before we begin today’s call contains forward looking statements that involve risks and uncertainties including but not limited to ValueClick’s ability to successfully integrate it’s recently completed FastClick and WebClient’s mergers, trends in online advertising spending and estimates of future online performance based advertising. Actual results may differ materially from results predicted and reported results should not be considered an indication of future performance. Important factors that could cause actual results to differ materially from those expressed or implied in the forward looking statements are detailed under the risk factors section and elsewhere in the filings with the SEC made from time to time by ValueClick including its annual report on form 10K filed on march 31, 2005, recent quarterly reports on form 10Q, its current report on form 8K, filed today, other current reports on form 8K and its amended registration statements on form S4, filed on September 27th, 2005 and the final prospectus on form 424b3, filed on September 28, 2005. other factors that could cause actual results to differ materially from those expressed or implied in the forward looking statements include but are not limited to the risks that market demand for online advertising in general and performance based online advertising in particular will not grow as rapidly as predicted. ValueClick undertakes no obligation to release publicly any revisions to any forward looking statements to reflect events or circumstances after the dates hereof or to reflect the occurrence of unanticipated events. With that, I’d like to turn the call over the Jim Zarley. Jim?

Jim Zarley, Chairman and CEO.

Thanks Gary. Good afternoon and thanks for joining us for ValueClick’s Q4 2005 conference call. I’ll start with reviewing the quarter’s highlights and then Sam will review the quarter’s financial details. I’ll return to give you some final thoughts and then we’ll take your questions.

ValueClick’s finished another successful year with a strong fourth quarter. We delivered revenue in the high end of our guidance range and profitability that exceeded our guidance for EBITDA, adjusted EBITDA and EPS. This was another strong quarter for the company in virtually every segment of our businesses. Revenue increased 114% year over year to $116.6 million at the high end of our guidance range of $112 and $117 million. Our media segment had strength in display ads and lead generation campaigns, which was driven in part by synergies related to our recent acquisitions of WebClient and FastClick.

marketing had another strong quarter that benefited from the continued growth of US and European e-commerce. Gross profit was 66.3% in the quarter, above the 55-56% range we discussed on our previous earnings call. Q4 was the first quarter that FastClick contributed to our P&L. we expect gross margin to continue to grow moderately as we improve FastClick’s gross margins. Our revenue and gross profits performance translated into strong profitability. Operating income increased 58% year over year, to 23.1 million, with an operating margin of 20%. This compared favorably to the 4th quarter of 2004 pro forma operating margin of 16%.

Adjusted EBITDA was $33.7 million, $3.7 million above the high end of our guidance of $28-$30 million with adjusted EBITDA margins of 29%. This compares favorably to the fourth quarter 2004 pro forma adjusted EBITDA margin of 26%.

An earnings per share of $.13 was a penny above our guidance of $.12. Due to the strength of the quarter and our outlook for 2006, we’re increasing our ranges, on our revenues and our adjusted EBITDA guidance for the year. Before I discuss the highlights of our business segments I’d like to take a moment on the announcement we made today regarding income taxes. Sam will give you more details on this subject during his part of this call, but I want to make it clear that this is not an operations issue. The company’s fundamentals remain strong and are not impacted by this complicated tax matter.

Now lets’ review the 4th quarter highlights for these three business segments.

The media segment had another successful quarter with 177% year over year growth.

Our display business, which includes both FastClick media and FastClick media network and ValueClick and our lead generation business performed well and made good progress on capturing the synergies among our media businesses.

We made significant progress integrating FastClick and our existing display ad network into the US media segment. After consolidating the operational structure and processes between valueclick media and FastClick we’re now completing integration of their technologies to take advantage of the best that each platform has to offer.

By the end of this quarter, we expect to be operating one display ad network under one brand. This is a major step in capturing the synergy opportunities that FastClick has to offer and we’ll have more to say about this later in the quarter.

You can see the scale of our display ad network in January 2006 report, lists ValueClick media and fastclick as number three in its ad focused top 50 list, with approximately 113 million unique users, AOL and Yahoo.

has gotten off to a fast start and is leveraging our media sales force and publishing network to fulfill their lead generation campaigns. In the quarter we began consolidating the US media legacy lead generation business into WebClient. WebClient’s team now leads the ValueClick media lead generation business and we are consolidating our media lead generation campaigns into the WebClient technology platform. We believe our lead generation business, which includes WebClient and high speed media, has become the leader and a major player in this space, generating millions of leads per month.

While recent acquisitions have made Europe a smaller part of our overall revenue mix, I’m please to say that our European operations also has a good quarter with 32% year over year growth. Growth in both European media and affiliate marketing exceeded the growth of their US counterparts.

I’d also like to update you on pricefinder. Pricefinder continues to perform well in Europe as we continue to ramp our operations in France and Germany to compliment our more established UK and Swedish markets. Our US site continues to add paying customers and traffic and while we’re still in the infancy, pricefinder US had over 850,000 unique users on the site in December.

In affiliate marketing, reported revenue increased 24% year over year. Worldwide affiliate marketing revenue increased 30% year over year. marketing continues to grow along with online commerce the key driver of affiliate marketing continues to be transactional volume from existing clients as well as new client signups.

In the quarter, we entered into a multiyear contract with eBay for both our commission junction affiliate marketing and media technology businesses.

Technology also had a strong quarter and as I said the last call, we continue to expect moderate growth and strong margins in our tech segments throughout 2006.

I’ll turn the call over to Sam who will provide you with more detail on our fourth quarter financial performance. Sam?

Sam Paisley, Chief Administrative Officer

Thanks Jim. Before I discuss our financial results, I want to mention that the fourth quarter 2005 results include full quarter’s activity from e-Babylon and WebClient, which were both acquired in June, 2005 and FastClick which was acquired in late September 2005. The following results for Q4 2005 are preliminary and unaudited and are subject to adjustment based on the results of our auditors year end procedures.

In the 4th quarter of 2005, ValueClick generated $116.6 million in revenue from our consolidated operations, an increase of 114% over Q4 2004 revenue of $54.4 million and at the high end of our guidance range of $112-$117 million. Pro forma organic growth which includes a historical performance of the acquisitions I previously mentioned, was approximately 20%, year over year. Gross profits were $77.3 million for the 4th quarter of 2005, an increase of 96%, compared with gross profits of $39.4 million for Q4 2004. This increase results from overall revenue growth.

For the 4th quarter of 2005 overall gross margin was 66.3%, vs. 72.4% in the 4th quarter of 2004. The lower gross margin in Q4 2005 was primarily due to the inclusion of FastClick’s operations for the entire quarter which generates a gross margin which, although improving, was less than the company’s overall average. Actual gross margin performance was above our expectations for both the company overall as well as FastClick and the quarter.

Operating expenses excluding non-cash stock compensation and amortization expense totaled $46.1 million or 39% of revenue in the 4th quarter of 2005 compared to $23.2 million or 43% of revenue in Q4 2004. These operating expenses increased 98% year over year, primarily due to additional marketing expenses but supported revenue growth of 114%.

Sales and marketing expense was $26.5 million in the fourth quarter of 2005, compared to $11.6 million in Q4 2004. The $14.9 million increase is primarily due to the inclusion of WebClient, FastClick and e-Babylon for a full quarter in 2005.

The percentage of sales and marketing expense to revenue was 23% in the fourth quarter of 2005, vs. 21% in 2004, due to additional advertising and marketing expense supporting the growth of our PriceFinder, e-commerce, promotional and vertical marketing sites and European growth initiatives in 2005, but improved from the 27% ratio in Q3 2005.

As a percentage of revenue, both general and administrative and technology expenses improved in Q4 2005 vs. 2004. General and administrative expense was $13 million or 11% of revenue in the 4th quarter of 2005, compared to $7.6 million or 14% of revenue in 2004. Technology expense was $6.6 million in the fourth quarter of 2005, or 6% of revenue, compared to $4 million or 7% of revenue in 2004.

Stock based compensation was $1.9 million in Q4 2005, compared to $203,000 in 2004. This increase is due primarily to the inclusion of additional stock-based compensation from the FastClick acquisition.

Amortization of intangible assets was $6.4 million during Q4 2005 compared to $1.3 million in ’04. The increase is primarily due to the amortization of tangible assets acquired in the FastClick, WebClient and e-Babylon transactions. We anticipate amortization expense will be approximately $21-$22 million for the full year 2006 due to the inclusion of the amortization of intangible assets from these acquisitions.

As the result of the performance previously mentioned, the company generated operating income of $23.1 million in Q4 2005, a 58% increased compared to operating income of $14.7 million in ’04.

Net interest and other income was $1.6 million for Q4 ’05, compared to $1.2 million in Q4 ’04, due primarily to improved investment yields on our marketable securities portfolio.

Income tax for Q4 2005 was $11.2 million with an effective tax rate of approximately 45% and a full year tax rate of approximately 43%.

These figures result in net income for Q4 ’05 of $13.6 million or $.13 per share, based on a weighted average number of 105.3 million fully diluted shares outstanding.

This exceeds our previous guidance of $.12 per share.

As described in greater detail in our press release, net income before interest, taxes, depreciation, amortization and stock-based compensation or adjusted EBITDA, was $33.7 million for Q4 2005, above the high end of our guidance range of $28-$30 million. Q4 ’05 adjusted EBITDA increased 9% for Q4 2004 adjusted EBITDA of $17.7 million.

Due to required implementation in Q1 of ’06 of financial accounting standard 123R relating to stock compensation expense, we will discontinue EBITDA guidance and replace it with adjusted EBITDA guidance to provide a historically comparable profitability metric.

I will now make a few comments on the performance of our media affiliated marketing, technology and business segments.

E-segm4ent revenue increased 177% to $90.8 million in Q4 ’05 compared to $32.8 million in ’04, primarily due to strong performance by US media products and the inclusion of a full quarter of operations of FastClick, WebClient and e-Babylon. company revenue was nil in both periods.

Gross margins were approximately 58% in Q4 ’05, compared to 59% in Q4 ’04, primarily due to a greater mix of lower margin FastClick in Q4 ’05, offset by higher margin lead generation products in the US and gross margin I improvement in Europe.

Affiliated marketing revenue increased 24% to $22 million in the 4th quarter of 2005, compared to $17.8 milling in 2004. company revenue was approximately $1.8 million in Q4 ’05 and $1.4 million in Q4 ’04. Affiliate marketing gross margins improved to approximately 90% in the 4th quarter of 2005, compared to 88% in 2004, primarily through the operating leverage of our consolidated affiliated marketing infrastructure, supporting higher revenue levels and increases in our company revenue.

Technology revenue increased 5% to $5.9 million in Q4 ’05, compared to $5.6 million in ’04. Inter company revenue on these amounts was approximately $300,000 in Q4 ’05 and $500,000 in Q4 ’04. Technology gross margins improved to 79% in Q4 ’05 from 76% in 2004.

Our consolidated revenue for fiscal year ’05 was $304 million, an increase of 80% over 2004. We achieved income from operations of $64.4 million, a pre-tax margin of 23% $.44 per full diluted share and adjusted EBITDA of $85.6 million for the full year 2005.

The consolidated balance sheet remains strong on approximately $241 million in net cash, cash equivalents and marketable securities and no long term debt as of December 31, 2005.

Capital expenditures were approximately $3 million in Q4 ’05, and $9 million for the 12 months ended December 31, 2005. We anticipate capital expenditures will be in the range of $8-$9 million for full year 2006.

Based on our outlook and Q4 2005 financial performance, we are increasing our guidance ranges from 2006 revenue and adjusted EBITDA, issued previously on November 1, 2005, and issuing Q1 2006 guidance. For the first quarter of 2006, ValueClick anticipates revenue in the range of $110-$120 million, with the midpoint of guidance representing a 116% increase for first quarter 2005 reported revenue.

Revenue in the range of $110 million -$112 million with the midpoint of guidance representing 116% increase from Q1 2005 reported revenue. We expect adjusted EBITDA in the range of $27-$28 million for Q1 ’06. For fiscal year ’06, we expect revenue of approximately $490-$500 million, which represents 63% growth between 2005 reported revenue and the midpoint of our 2006 revenue guidance.

Organic growth is anticipated to be approximately 22%, between pro forma 2005 revenue and the midpoint of our 2006 guidance.

We expect adjusted EBITDA in the range of $125-$130 million for full year 2006.

The full year ’06 guidance assumes approximately $21-$22 million in amortization and intangibles and $8 million in depreciation.

The company is postponing its 2006 EPS guidance, pending its determination of the impact of expensing stock options under statement of the financial accounting standards 123R. ValueClick anticipates providing EPS guidance on or before announcing its financial results for Q1 ’06.

Finally, I’d like to provide some comments on our announcement today regarding the financial statement restatement we will be making relative to our 2004 income tax adjustment.

The details are well covered in our form 8K file today with the SEC and are summarized in our press release.

The company took steps during 2005 to expand internal controls relating to accounting fro income taxes. We have increased our staff resources in this area and have engaged external experts to provide in-depth review and detailed studies of the most complicated area of our tax provision calculation.

Let’s talk about tax treatment. Obviously we have spent considerable time and resources in income tax matter. And we have gained substantial insight about the least favorable and most favorable outcomes regarding the income tax deductions available from our purchase and our carry-forwards. This is a complex area where the tax court history is limited and we have consulted with specialized tax counsel on our position.

The company believes it has a significant opportunity to establish that it is entitled to the full benefit of these NOLs. However, there can be no assurance such benefits will actually be realized. As Jim mentioned earlier and as stated in the press release and 8K, this has no impact on previously report revenue, operating income, pre-tax income, cash flows, EBITDA or adjusted EBITDA for any previously re0ported period. The fundamentals of our businesses remain strong.

I will now turn the call back over to Jim for some closing comments.

Jim Zarley, Chairman and CEO.

Thanks Sam. And thank you to everyone for joining us on the call today.

2005 was another year of strong financial performance for the company. We generated $304 million in reported revenue and adjusted EBITDA of over $85 million. We’re positioned to generate 20-23% organic growth in 2006 and a half million dollars in revenue with continue healthy margins.

In 2005, we also made 2 strategic acquisitions that position our company as one of the largest, most diversified online marketing service companies in the industry.

Consider the breadth of scale and solutions we have in place today.

Our ValueClick media FastClick network is the largest, independent online display ad network. Our lead generation business, lead by WebClient and high speed media is one of the largest providers of lead generation campaigns in the industry. And commission junction is one of the industry’s affiliate marketing service provider for company’s seeking ongoing programs that generate sales and leads.

This solution set makes us a meaningful partner for both advertisers and publishers, helping them to monetize the online channel sufficiently and with great scale.

For 2006, we expect that we’ll further integrate the solution set. Some of the initiatives that we’re working on for this year include completing the technology platform integration and single brand initiatives for ValueClick media and FastClick and increasing the overall gross margin of the display business to approach the pre-FastClick gross margins. Completing the consolidation of media’s lead generation campaigns onto the WebClient’s platform, expanding our affiliate marketing footprint in Europe, including launching commission junction in Sweden during the first half of the year. Expanding our lead generation campaigns into Europe and continuing to drive the expansion of PriceFinder.

On the M&A front, we will continue to look for those companies that fit our strategic framework at valuations that are to our shareholders. I believe that we will continue to consolidate our segment where it makes the most sense, without deviating from our current business model.

While 2005 was another great year for ValueClick, we believe there are even greater opportunities ahead.

Now I’d like to turn the call over to the operator to take your questions. Operator?

Question-and-Answer Session

Operator:

The first question comes from Yousef Squali, with Jeffries & Company.

Yousef Squali.

I have a couple of questions. First, could you, in looking at you guidance could you tell us what the implied growth for the media and the affiliate marketing business is. And second, I seem to recall that on your Q3 all you had guided for a path rate in Q4 about 41%, you cam in about 45%. Can you just explain what the delta there was?

Jim Zarley.

Yousef, let me first respond to the growth. I think we’re guiding in the range of 20-22% organic growth in 2006.

Yousef Squali.

That’s an aggregate.

Jim Zarley.

I’m sorry?

Yousef Squali.

That’s an aggregate, right?

Jim Zarley.

Yes.

Yousef Squali.

I’m just trying to see what the implied growth rate for media and affiliate marketing is.

Sam Paisley.

Yousef, this is Sam. The growth in media is in the 21% range and the growth in affiliate marketing for 2006 is expected to be in the 22% range.

Yousef Squali.

Okay.

Jim Zarley.

The other question was on?

Yousef Squali.

I find that in Q3 you had guided to a different number.

Jim Zarley.

It’s not unusual that the fourth quarter you’ll occasionally end up with discrete adjustments relative to year end tax .

Sam Paisley.

And the differential between the full year rate and the 45% we realized in the 4th quarter is that $500,000 impact in the 4th quarter which is related to those items.

Yousef Squali.

Okay. And then lastly if I may, on FastClick in particular, can you tell us what the revenue there was and what kind of gross margin they had during the quarter?

Jim Zarley.

Well, I don’t really talk specifically about margins. The growth was actually pretty much spot on with our expectations.

Sam Paisley.

In particular I think a lot of that had to do with the fact that we did a great job in making inventory available for our other units and as Jim and I had mentioned earlier on the call, they are making progress in improving margins.

Yousef Squali.

Okay. Thanks a lot.

Operator:

The next question comes from Mark Mahaney with Citigroup.

Mark Mahaney.

Thank you. Just 2 questions. First on the FastClick integration, any comments on the sell-through rates relatives to the inventory that they carry? Any impact you’ve seen on that? And secondly, any more details on the eBay renewal, not the specifics, but the length of the renewal? Any way you can qualitatively compare with the deal that you had with empire? Thank you.

Jim Zarley.

Mark, the sell-through between ValueClick media and FastClick we got some great success in the 4th quarter whereby the scale and breadth of the network that FastClick had was being utilized by ValueClick sales force as they were selling campaigns throughout the 4th quarter and that helped on both sides. In so far as Ebay is concerned, it’s a 3 year agreement for both the affiliate marketing as well as our technology group mediaplex and there was some give on our part as far as pricing, but we d0on’t believe that it’s significant to the points that it would jeopardize anything that would drive . As you know we’ve raised our guidance for the remaining part of 2006.

Mark Mahaney.

Alright, thank you very much.

Operator:

The next question comes from Iman Kahn, with JP Morgan.

Iman Kahn.

A couple of questions. First, Sam a housekeeping question. I was wondering if you could give us a sense of how you think the tax rate for ’06? And secondly can you talk a little bit about, you talk about FastClick…I was wondering if you could give us some color like how should we think of what the market will be over the next 4 quarters and secondly if you can talk a little bit at a high level in terms of when customers choose FastClick or ad networks vs. competitive advertising.com what is the that you’re deals? Thanks.

Jim Zarley.

I’ll try and deal with the tax rate questions and may be a little bit on the FastClick and I’ll let Jim handle the third part of the question. In terms of tax rate, we are planning for a little bit of an increase in terms of what we had originally thought about relative to ’06. We expect the effective rate is going to be in the range of 42-42.5%. and on the FastClick guidance, and there’s one caution her I guess, as Jim mentioned on the call we are vantaging that organization to be very connected with ValueClick media and the integration activities are proceeding very rapidly. As we move throughout the year there’s going to be a little bit of…it will be difficult to speak specifically on discreet margins for FastClick. But that having been said, the original expectation was to have improvement from 35% to a 45% level and with respect to where they stand today, we feel they’re on track with the progress we counted on in our original guidance.

Sam Paisley.

The third part of the question, the way that the two operations are working now, they’re really actually functioning as one organization, but the breadth of the traffic that we have is really being complimentary to both sides where ValueClick was more focused on the branding component, FastClick was focused on the DM component and the two together with the sales force being able to sell both sides of the aisle if you will, has really given us more visibility into the market from advertisers.

Imran Kahn.

One last question if I may, can you comment on what was the organic growth in Q4 in FastClick and other acquisition? Thanks.

Jim Zarley.

What we said in terms of organic growth for the quarter, it was 20% and given what you’ve observed and the comments that I made about the technology segment, affiliate marketing and media were in the range of 20-24% between the two of them.

Imran Kahn.

Okay, thank you.

Operator:

We’ll go next to Aaron Kessler with USB/Piper Jaffrey.

Aaron Kessler.

Hi a couple of questions. One operating expense for the quarter in terms of sales and marketing and R&D are well below expectations throughout 2006, a higher EBITDA number, are you assuming higher expense there? And on the ad networks business are you seeing any increased traction with branded advertising? What are prices like there and any increased competition for web publishers?

Jim Zarley.

With respect to the question on the operating margin, we are trying to be a bit conservative relative to the 2006 guidance. Obviously we are very aware of the fact that you have to pay attention to our publisher networks and treat them fairly and obviously we have some plans on the FastClick side in that regard and we want to be sure that we can move very cautiously on the long term progress we want to make in that area. And the other aspect is we really feel strongly about the promise in our PriceFinder brand and we want to be sure that the guidance affords us the ability to really do something to promote that brand not only in Europe where they’re expanding but also to continue to watch its presence in the Us market. What was the next part of the question?

Aaron Kessler.

I was asking any increased competition for your web publisher inventory from other ad networks out there?

Jim Zarley.

No, I mean if you know, there’ s a lot of conjecture about what’s going on with the some of the larger players in launching networks and all indications from our operations team is that we’re not feeling any specific pressure in that area and the network activities are going along well.

Aaron Kessler.

Great, thank you.

Operator:

Kyle Evans with Stevens Incorporated has our next question.

Kyle Evans.

If you’re not seeing any real pressure on the supply side, I’m asking you to theorize here, is that because the amount of publishing pages is rising up to meet the increasing demand or is that because maybe some of the smaller networks that are more representation type structures in between using the large networks are the ones that are ? And I’m going to follow up on affiliate marketing.

Sam Paisley.

Well, honestly we believe there’s strength in scale in the network game and you heard Jim’s comments on what our measurement yields across our display ad network relative to some of the other parties that would be large holders of inventory. I think that puts us in a position of competitive advantage, specifically what that might mean to smaller players, it’s hard to say if you will. They’re still out there you still hear their names but we’re real focused on leveraging the real franchise we feel we’re developing in putting FastClick media together.

Kyle Evans.

Okay. And on affiliate marketing can you talk about the competitive landscape; any impact as a result of the eBay commission structure change and maybe also any new merchant addition updates? I know Jim always likes me to ask that question.

Jim Zarley.

I still have a leash on my neck when it comes…but anyway, I got some initial feedback, and when we talked last quarter it was pretty early in the game and we couldn’t tell what impact the change in eBay’s payment structure would have. It is having some effect on us, although I don’t believe it’s enough for us to be concerned about, about our numbers for ’06. in fact, like I said earlier… the other thing that we still don’t have a good read on, however, is the way that the vendors will continue to get ongoing revenue as transactions take place. But there is some impact to the initial quarter that this thing has been out.

Kyle Evans.

Okay.

Operator:

Go next to Bill Morrison with JMP Securities.

Bill Morrison.

Hi thanks. Jim, from looking at your stock valuation relative to some of our competitors its looking increasingly inexpensive and in the past you haven’t been shy about buying back stock. I believe that you still have some left on your current program. I guess I was wondering if you could give us an update on where you’re at. Did you buy stock in the quarter and when can we expect you to get more aggressive on that front? And then secondly, I probably missed it in the call, can you just update me on what your cash was at the end of the quarter?

Jim Zarley.

The second part of that question, Bill again?

Bill Morrison.

The second part was cash and equivalents at the end of the quarter.

Sam paisley.

That’s a quick question, its $241 million.

Jim Zarley.

And the housekeeping question n the stock buyback program is that we’ve had one in place for some time. And the availability there still stands at about $21 million.

Sam Paisley.

But Bill, I’d also add that this has been an area of discussion. Until we can release our whole financials, we’re not going to be able to do anything, but it has been part of our discussion and I wouldn’t rule it out, let’s put it that way.

Bill Morrison.

And did you look out on the landscape; you haven’t had an acquisition since FastClick. What do you see? Is there any one particular area that looks interesting to you guys on the interactive marketing landscape?

Jim Zarley.

Bill, you’re getting spoiled, you know. We just bought this thing 4 months ago.

Sam Paisley.

It’s not like it’s not delivering, Bill.

Jim Zarley.

Seriously, I think the landscape right now Bill is getting a little bit tight around this area. And some of the businesses that we have had on our radar screen in the past have been bought by other companies. In the shopping arena, I think we’ve said we have some interest there, most of those companies now have been acquired. In the affiliate space, the one that was really on our radar screen here in the US has been acquired recently and the one that we were really interested in Europe has done its own idea. So some of these opportunities have gone away, primarily because like you said earlier, the trading multiples were much higher than our current trading multiple. But I still would believe that, like you have seen in past years that we’ll do some more acquisitions in 2006.

Bill Morrison.

Thanks.

Operator:

Our next question comes from Mark Bacurin with Robert W. Baird.

Mark Bacurin.

Good afternoon. On the FastClick growth margin goals of about 1,000 basis points, could you just comment specifically on what the main actions are that you’re taking there? And maybe bucket for us how much of it is trying to go back and reprice web publishers revenue sharing vs. just overall better scale of management on the networks?

Jim Zarley.

There’s really several initiatives that are taking place. First, we’re trying to make sure that for value publishers we’re certain that we don’t cause them to lose any money in this process. So, part of those actions would be making sure that we lay down some sort of guaranteed performance for them. And this is traffic that we have certainty about our ability to deliver. The second piece of it would be to grandfather for the time being our publishers; the new publishers are coming in under a different pricing program. And then the third component would be to go back through that portion of the network that is not qualified, that I described to you, and filter through and determine what is the most productive part and then try and include them into the first phase, which is the most obvious; making sure that they would not make less on traffic that we have certainty and ability to fulfill.

And then the last piece of it is really to take that low performing component and change the economics. So that’s what I see as the…we said when we came together with FastClick that this is a program that will take some time. We believe it will take us through the end of this year to really achieve our ultimate goal and that’s 10% improvement over gross margin.

Mark Bacurin.

And the ten percentage points of improvement, you’re comfortable you can do that even grandfathering in existing publishers under the old revenue sharing model? Or do you anticipate at some point having to change that sharing and then I guess, if you have raised any prices thus far or reduced the sharing amount, have you seen any churn of any web publisher relationships?

Jim Zarley.

No, we haven’t, we haven’t seen any churn but we haven’t been…we’ve increased the margins but we haven’t been aggressive in going to the installed base and just changing there economics, either. So that component I was speaking of where we are .

Sam Paisley.

Let me pick up on that. Two elements of the fastclick situation before we came on the scene, that you should be aware of, they were in a position where they were trying to move aggressively away from an ad unit that kind of was their mainstream called the pop, into broader based display ad units. And in the process of that transition they’d become very aggressive on pricing and were offering a price that was at a discount to what we felt was fair for that inventory. In the integration activities with valueclick media, it puts us in a position to still offer the units that work for advertisers, but maybe for ourselves a little bit better position in terms of strength relative to getting a better price for the nature of that ad unit, relative to the inventory. The other aspect of this equation is that FastClick had a great deal of inventory available to it on its network that was unsold. In the early days of the integration, we had a lot of engagement with some of the other folks on the ValueClick media and other parts of our media business to really do a better job of providing greater opportunities to the publishers to get some of that inventory sold through. What we’ve been very focused on doing, what Jim alluded to earlier about fairness to the publishers, is to really begin to talk to them about the effective CPM that they’re yielding for their ad units. In that regard, I think that it’s something that indeed the publishers…is of interest to them, it’s a metric that they use on other networks to really make decisions about how they’re going to allocate their inventory and it’s one where we believe we’re making some real progress with FastClick network and having them understand that not only can they get a fair ECPM from our team, but also be in a position where the paycheck they receive from us on a monthly basis is larger than the one pre-acquisition.

Mark Bacurin.

That’s great, thanks for the extra color there. And one follow up question. The increase in guidance, are there any specific areas that you see as you look out in the budgeting process, etc. that lead you to be more comfortable in raising the numbers?

Jim Zarley.

I think part, is when we first started putting the numbers together we were just wrapping up the third quarter of ’05. And as time has marched on and we’ve done this FastClick and WebClient transaction we felt that there’s just more confidence in our ability to hit the half billion range and also about our cost structure and our ability to determine a little more of the EBITDA.

Mark Bacurin.

Great, thank you.

Operator:

We’ll go next to Stewart Barry with ThinkEquity.

Stewart Barry.

Good afternoon. What were international revenues during the quarter and did they grow faster than the US? Increase in advertising products and opportunities brought on by the acquisitions this year, have you undergone any type of efforts to centralize your sales efforts to better market and cross-sell the products? And finally, where do you stand on your ability to sell rich media or I guess I should say video advertising in your display business?

Jim Zarley.

Let me respond Stewart to the second part of your question first as Sam is getting the numbers. I believe that…I’m sorry, could you repeat the question again?

Stewart Barry.

International revenues growing faster than here. The second question was you’ve acquired additional advertising products, can offer advertisers more opportunities and have you kind of undergone an effort to centralize the sales force?

Jim Zarley.

The answer to the consolidation, since the acquisition of FastClick and WebClient we’ve integrated the sales force of FastClick and ValueClick media into one sales engine. And WebClient, since they have taken over the lead generation component, the sales force that is selling display ads is also selling a WebClient component. On the media segment, lead generation and display ads are all being sold by the same sales force today.

Sam Paisley.

And on your question on the revenue split, about $15 million of the $116.6 million in revenue in Q4 was attributable to Europe and the growth rate in Europe was about 32%. So it puts the US growth rate just a tick under 20.

Stewart Barry.

Okay. And then, do you have plans to offer video advertising in your ad network?

Jim Zarley.

If what you’re talking about are richmedia ad units playout not unlike a TV commercial, we have sold those in the past for some time, quite frankly. And obviously, it is a part of the branding activities we do. We do have campaigns and they’re nice large campaigns, but I wouldn’t say it’s becoming a significant part of our overall revenue base. It’s still something from our perspective that’s yet to happen, but more people are experimenting.

Stewart Barry.

Thanks very much.

Operator:

We’ll go next to Martin Pyykkonen with Hoefer & Arnett.

Martin Pyykkonen.

Thanks. A couple of questions going forward. Just the color on the overall environment as you look forward not only in the current quarter but through the balance of 2006 in terms of revenue growth rate. How much of that might be pricing driven vs. overall volume driven? And secondly, we’re 2/3 through the quarter here, any other color you can provide on the business trends in Q1, you know seasonality has been talked about a lot in the industry and you’re driving right now in terms of revenue … I’m wondering if you could add some more color on that. And then on the EBITDA guidance for 2006, if you could cut through some of the details and provide some insight on how much of that is gross margin driven vs. more of an operating margin driven from a sales and marketing? Thanks.

Sam Paisley.

So three parts, pricing, seasonality, and EBITDA margin improvement. I’ll try to hit on these and then Jim can maybe chime in as well.

I’ll take the seasonality first. With respect to the seasonality you can see it in what our expectations are for the first quarter. We said $110-$112 million against $116.6 in the fourth quarter and we don’t consider that to be unusual seasonality as we face it today in 2006. It’s not unlike us to expect a little bit of a downdraught in the first quarter from a strong 4th quarter. In terms of pricing relative to our expectations and the guidance, this kind of runs to something that Jim and I have said earlier in the call, that is that the 2006 forecast does have a bit of conservatism in it and probably one of the aspects of conservatism is the fact that we’re not expecting price expansion to hit the revenue number. And so therefore, with regard…to tie that into the EBITDA question, aside from some of the initiatives that are specific to integration activities like FastClick, we’re not expecting a great deal of margin expansion at the gross margin level that would be relying on pricing to hit that goal. I think we’ve demonstrated to ourselves that after acquisitions we have been able to move pretty quickly to cull out the cost synergies that are the opportunities in those deals and we do believe that’s part of what you see in the EBITDA performance in the fourth quarter of 2005 and obviously that’s something that carries into expectations for 2006. and I think those expectations, coupled with the fact that the expansion of the brand, the spending to advertise and expand a brand like PriceFinder and how strongly and aggressively you push expansion initiatives in Europe and so forth, some of that becomes discretionary depending on how the topline performance is moving on. So that discretionary element gives us some flexibility with regard to the EBITDA margin guidance. I should say adjusted EBITDA margin guidance.

Martin Pyykkonen.

And just a follow up on the seasonality, expecting back in November, early December as far as Q1 in terms of any softer than you thought at that time or as expected?

Jim Zarley.

I would say about the same.

Operator:

Our next question comes from Matt Hedberg with Craig-Hallum.

Matt Hedberg.

Good afternoon guys. This is Matt in for Eric Martinuzzi. I’m wondering can you give us any commentary on progress in Asia, more specifically China?

Jim Zarley.

Actually, we did spend some time on the ground in China in the 4th quarter of 2005. We’re still…our conclusion was that there’s a grand opportunity in that market, we also concluded that we need a local partner to really even get started and obviously we always choose our partners carefully. And, we have concluded that we’d rather do that sooner rather than later. A lot of that also interacts with our plans concerning significant customers and so that’s a lot of moving parts, if you will. Partner candidates, the strength and conviction of some of our customers and how aggressively they want us to move there. So we’re going to move deliberately if you will. I expect that’s going to be happening throughout the course of 2006, but you’re not going to necessarily see immediate action in that area. But we are moving forward and we need to be in that market and we need to be there sooner rather than later.

Matt Hedberg.

In terms of cash flow from operations in the quarter.

Sam Paisley.

I do not have that number yet.

Matt Hedberg.

And one last question on S-Ox. Was there any sort of material findings there for this quarter?

Jim Zarley.

The S-Ox work is continuous and the other obvious thing that we’ve talked about is quiet a bit of commitment to expanding our controls in the income tax area throughout 2005.

Matt Hedberg.

Thank you.

Operator:

Christa Quarles with Thomas Weisel has our next question.

Christa Quarles.

Hi, first question is just sort of a macro one about the European marketplace. We’ve seen some softness if you will from the Googles and Yahoos of the world on the international side. I was just wondering from PriceFinder’s perspective as well as Europe, what you’re seeing in the market…particular in the UK. And then I have some follow-ups.

Jim Zarley.

I’ll let Sam speak to some specific numbers. But in general, I think maybe the difference that we’re experiencing in Europe is that we have not been as deeply in some of these markets as some of the companies you mentioned. We’re still experiencing a pretty significant growth. If you look at the expansion we made into both France and Germany alone in 2005, we started both our commission junction product and the PriceFinder product in both those countries. So our outlook for Europe is fairly significant growth throughout 2006 and then on the PriceFinder side, we are looking to have some additional investments in the UK market, which will continue to have fairly significant growth for that product. In Sweden, we’ve never been there for commission junction; we’ll be launching that sometime in the first half. I would expect our growth overall in Europe to continue to be pretty significant.

Christa Quarles.

Do you expect trade doublers to be much of an issue in that market?

Jim Zarley.

Trade Doublers is a great competitor and a good company, but because we haven’t been in these markets like Germany and France, it’s new. It gives the client base another alternative and for us as a company, because we made that investment in 2005, it still is going to represent pretty significant growth for us. I just see it as upside for us in 2006. Let me give you a couple of observations from the numbers, Christa. We had a very strong 4th quarter in Europe across the board and the growth rate of PriceFinder in Europe still continues to be quite attractive. With respect to affiliate marketing in Europe for the full year, our growth rate was in excess of 50%, year over year and the 4th quarter of 2005 was the best quarter we had. And a lot of that was really fueled by the fact that we’ve taken the product to new geographies.

Christa Quarles.

And then the follow up questions, as I look at Q1 guidance according to my estimates the pro forma growth rate is about 18% at the midpoint. A, is that right or wrong and B, where do you expect the acceleration throughout the duration of the year? And the second question is just, the technology topline seems quite a bit lower, 70 basis points lower than Q4. Based on your comments about the integration of the 2 technologies, I was just curious there; did you hold back on some investments in Q4? Thanks.

Jim Zarley.

With respect to the first question on arithmetic, you’re astute as always Christa. With respect to growth rates throughout the year, the first quarter is the one with probably the low point of the year with respect to year over year growth rates for each of the quarters.

Christa Quarles.

So any color on improvements in FastClick or do you expect it to be fairly broad based?

Sam Paisley.

Keep in mind that we continue a couple of things. Number one, keep in mind that the watch of affiliate marketing in Germany and France is something that occurred over the last 12 months or so and we’re now beginning to get traction there. We’re also taking PriceFinder into new venues, we’ve got them into again France and Germany and there’s something to be said for the fact that the scale of the offices we’ve have teams being able to leverage and establish presence on the ground. And the other aspect is that as Jim observed on the call, PriceFinder continues to do well generating traffic to its site in the US and yet we’re still very early on in terms of the revenue potential that’s there and obviously the expectations for that particularly name in the US market grow over the 2006 forecast horizon.

Jim Zarley.

The final part of that would be that we still are in the process of integrating the FastClick/ValueClick technologies. We think there’s additional synergies that will come when we get under one brand, one technology. And there’s also some potential lift that’s coming out of our lead generation division, WebClient, high speed media, since we are transferring the ValueClick lead generation business into their technology, that it is beginning to give us additional lift. So throughout the rest of the year, we think that will pick up and be greater.

Christa Quarles.

Okay, thanks.

Operator:

We’ll go next to Sasa Zorovic with Oppenheimer.

Sasa Zorovic.

Thank you, my first question would be regarding

Jim Zarley.

Sasa, I’m sorry. I apologize for doing this, but the line was completely garbled when you asked your question on our end. Could you re pose your question?

Sasa Zorovic.

Okay, let me try this again. Regarding your balance sheet, could you provide us with some of the information, anything we would find surprising, anything regarding additional assets, or sales outstanding or anything like that which wouldn’t fit with the trends that we have otherwise seen either sequentially or in a year over basis that would be consistent with the fourth quarter?

Jim Zarley.

In terms of the balance sheet overall, you can gauge from what we said about cash and marketable securities, that we continue to generate cash each and every quarter and it’s adding to our cash reserves. I think the only thing that I can say about the balance sheet in terms of what will be different is that obviously you can see in our press release that we tried to anticipate and give some estimated numbers on this restatement. And in some ways, it’s a pretty simple story. We took a in the fourth quarter of last year to realize a write up of deferred tax assets and after long deliberations and a lot of information and what we believe is a righteous conclusion, we now have to reduce the value of those assets. And what it does to the balance sheet it shown in the press release; we’re reducing the deferred tax assets by about $45 million. We’re taking back the benefit of originally writing up those assets, which is about a $55 million adjustment, and then the rest an increase in our taxes payable for deductions that have already been claimed on returns that haven’t been settled as yet. So, that’s about as much as I can tell you in terms of the things that are different and the rest of the, I guess what I’d call operating metrics on the construction of our balance sheet, would still hold to be true and since we completed the FastClick acquisition at the end of September, the effects of the purchase accounting on FastClick are already on the balance sheet and fully comprehensible, if you will. The only change that you would mention would be the anticipated estimated change or relative to this restatement which I think is pretty well articulated in our earnings announcement.

Sasa Zorovic.

Then my question would be regarding, basically what you were mentioning about your acquisition, there will continue to be acquisitions in ’06, but given the fact that you did purchase FastClick about 4 months ago…something in the timing what would be the types of things that you like or would look at to acquire in terms of markets or technologies or customers or things like that? What is your thinking about those things at the moment?

Jim Zarley.

We’ve spoken to this in the past. Today we think that we have some very good coverage in the media segment with both display and lead generation products. We think we have some very good coverage in the affiliate marketing space, although if there were an opportunity in affiliate marketing we would look at continuing to get additional marketshare. We think those are limited opportunities. And then on the comparison shopping side, which is more of a consumer product, if there were opportunities there, we would expand and acquire in that area. We think most of those opportunities, at least for the time being, are probably a bit out of reach. What we look for is a model where we have stickiness to the customer base, much the way we have in our lead gen and in comparison shopping and in affiliate marketing businesses. So, that would be the type of thing that we would look for. Something that is complimentary to what we are currently doing. So I think that’s kind of the direction you’ll see us go.

Sasa Zorovic.

Okay. And finally you also sort of mentioned briefly was a potential large player you think about Google entering , who would you now that you are the third largest network? You have strengthened your competitive positioning and how you are going to strengthen it here. Sort of articulate this value proposition again for somebody like that coming in.

Jim Zarley.

For the most part, almost everything that we do has an ROI component to it. So, unlike say just a keyword search product, we are working very closely with the advertisers and the publishers for that matter and really hitting the messages that our advertisers are looking for. So I think that’s a key differentiator. The other thing that is becoming more and more of a key differentiator as we are working with advertisers is that we have more than just one solution for them. That they’re using us affiliate marketing in the case that they’re actually trying to sell their goods and in many cases they’re also using us to generate leads for them. And the display network as well. I think as time goes while this is somewhat early in the game, that you’ll see more and more of this type of client in the ValueClick space, where they’re using multiple channels to generate sales and leads.

Sasa Zorovic.

Thank you.

Operator:

Chad Bartley with Pacific Crest.

Chad Bartley.

Hi, thank you. One question on FastClick, going back to your comment saying performance is pretty much spot on in the quarter. I think you guys quoted about $22 million in revenue can you help me there is I’m in the range? As far as European revenue contribution in the quarter of about $15 million, is all of that in the media segment? And then can you guys go so far as to break that down as marketing vs. media? And then finally, I thought it was worth a shot, as far as EPS, if we look at it on an apples to apples basis vs. that $.13 number, can you give us a sense of what it might look like in Q1 under the older accounting standards? Thanks.

Jim Zarley.

These are pretty detailed questions. So with respect to FastClick and $22 million in revenue expectation, indeed that’s what we expect and we’re pretty much spot on with that number. With respect to EPS, that’s going to be a tougher part of the question because we still have not decided specifically about the structure of our benefit plan relative to . We are beginning to formulate a better idea of what the expense number will be, but we haven’t really overlaid what we’re thinking about relative to changing the plan. And that’s a pretty sensitive part of the overall balances. That’s really why we’ve delayed.

Chad Bartley.

Okay and then any color on the European revenue of $15 in the quarter will be helpful.

Sam Paisley.

In terms of growth rates, is that what you were asking?

Chad Bartley.

I’m just curious, I wanted to confirm is $15 million in fact all in the media segment that you report and as I understand it there’s actually some European affiliate marketing technology factored in there. So just curious if you could breakdown that $15 million number or is that something we should expect to see in your 10K or something like that?

Jim Zarley.

I’m not sure I have the affiliate marketing number in Europe. The European revenues were $15 million for the quarter, 4th quarter 2005 and.

Sam Paisley.

It looks like European affiliate marketing was in the neighborhood of $4 million; we’ve had to work with that. The European ad serving business technology business was in the neighborhood of $800,000.

Chad Bartley.

Okay. Thanks guys. I appreciate it.

Operator:

Thank you, please go ahead. Do you have any concluding remarks?

Jim Zarley.

We just wanted to thank everybody for being on the call and we look forward to talking to you next quarter.

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Source: ValueClick Q4 2005 Earnings Conference Call Transcript (VCLK)
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