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

VALUECLICK, INC.

RECONCILIATION OF GAAP INCOME FROM CONTINUING OPERATIONS TO

NON-GAAP DILUTED NET INCOME PER COMMON SHARE (Note 1)

(In thousands)
 
Three-month Period Nine-month Period
Ended September 30, Ended September 30,
2012   2011 2012   2011
(Unaudited) (Unaudited)
Income from continuing operations $ 20,904 $ 36,048 $ 59,803 $ 66,168
Stock-based compensation 5,556 3,715 17,390 8,246
Amortization of acquired intangible assets included in

cost of revenue
2,519 2,197 7,504 7,135
Amortization of acquired intangible assets included in

operating expenses
5,782 4,222 18,427 10,319
Tax impact of above items (5,196 ) (3,609 ) (15,461 ) (9,684 )
Non-GAAP net income $ 29,565   $ 42,573   $ 87,663   $ 82,184  
Non-GAAP diluted net income per common share $ 0.39   $ 0.52   $ 1.10   $ 1.01  
Weighted-average shares used to compute non-GAAP

diluted net income per common share
76,513   81,277   79,640   80,992  
 

Note 1 - “Non-GAAP diluted net income per common share” (GAAP diluted income from continuing operations per common share before the impact of stock-based compensation and amortization of intangibles) included in this press release is a non-GAAP financial measure.

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