To: Q. who wrote (156 ) 1/1/2001 6:32:32 PM From: RockyBalboa Respond to of 289 VCLK .... Here is a comment from mid Dec: biz.yahoo.com "Shares of ValueClick (Nasdaq: VCLK - news) have fallen 81% since their March 31 offering price. ValueClick, which specializes in providing Internet advertising for online retailers, has $118 million cash on hand and is turning a small profit. The firm's revenue is expected to more than double to $43 million in fiscal 2000 and increase to $57 million in 2001. Long-range profit forecasts are often off the mark, but it is worth noting that ValueClick sells for just nine times 2002 estimated profits." I notice that they do some acquisitions which imply issuing common shares:biz.yahoo.com (http://biz.yahoo.com/bw/001102/ca_valuecl.html) Under the terms of the acquisition, shareholders of Click Agents received 5.3 million shares of ValueClick stock. The acquisition will be accounted for as a pooling of interests. biz.yahoo.com Under the terms of the agreement, Z Media shareholders will receive approximately 2.7 million shares of ValueClick stock, valued at the time of signing at approximately $11.7 million. Z Media's outstanding employee stock options will convert to options to purchase approximately 457,000 shares of ValueClick common stock.biz.yahoo.com Under the terms of the agreement, ValueClick is paying $800,000/825,000 and issuing 750,000 shares of its Common Stock in exchange for all shares of onResponse.com. ValueClick has also agreed to an earn-out payable in ValueClick stock, based on the revenue and earnings performance of onResponse.com during 2001 and 2002, with a maximum payment of $16.6 million in stock and a minimum payment of zero. additionally (from the 8-K) - $1.0 million in cash payments to a member of Bach systems' management with a residual equity interest, and; - transaction costs estimated at approximately $200,000, which include legal fees,... *Joseph Averbach and Scott Averbach agree that the earn-out consideration shall be divided between them on the basis of 63.33% being distributed to Scott and 36.67% being distributed to Joseph and that such allocation shall not constitute a transfer of any rights. biz.yahoo.com "In September 2000, the Company purchased intangible assets, consisting primarily of core technologies, of StraightUP!, Inc. for a net purchase price of $395,000." (10-Q) And there is holding in Valuekick Japan: GAIN ON THE SALE OF VALUECLICK JAPAN STOCK In May 2000 ValueClick Japan, our majority owned subsidiary, completed its initial public offering on Japan's "Mothers Market" in which it sold 1,000 shares of its Common Stock at $27,822 per share. During September 2000, we sold 73 shares of our ValueClick Japan holdings for aggregate proceeds of $1.2 million and a resulting gain of $1.1 million. We maintained majority interest in ValueClick Japan with 53.29% ownership subsequent to the sale of these shares.