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CNET Networks Reports First Quarter 2006 Financial Results; Total Revenues of $83.4 Million; Free Cash Flow of $20.0 Million; 116.8 Million Monthly Unique Users.


SAN FRANCISCO San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden  -- CNET (body) CNET - Centre national d'Etudes des Telecommunications. The French national telecommunications research centre at Lannion.  Networks, Inc. (Nasdaq:CNET) today reported results for the first quarter ended March 31, 2006.

"As we start off 2006, we are pleased with the overall health of the business and believe that our long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 prospects only continue to improve," said Shelby Shelby, city (1990 pop. 14,669), seat of Cleveland co., W N.C., in a fertile piedmont farming (cotton, grain, soybeans, livestock) area; inc. 1843. There is dairy processing, and plastic and metal products, uphostered furniture, textiles and apparel, and chemicals  Bonnie bon·ny also bon·nie  
adj. bon·ni·er, bon·ni·est Scots
1. Physically attractive or appealing; pretty.

2. Excellent.
, chairman and chief executive officer of CNET Networks. "Although we are seeing more impact from transitions in our endemic endemic /en·dem·ic/ (en-dem´ik) present or usually prevalent in a population at all times.

en·dem·ic
adj.
1.
 categories in the first half of the year than we originally expected, we also continue to expand our audience and customer base as we grow our core brands and add new ones, positioning us well for the growing opportunity in Internet advertising Delivering ads to Internet users via Web sites, e-mail, ad-supported software and Internet-enabled cellphones. Also called an "ad network," Internet advertising organizations act as a middleman between the advertiser and the Web sites and software publishers that display the ads. ."

--Total revenues for the first quarter equaled $83.4 million, a 17 percent increase compared to revenues of $71.2 million for the same period of 2005.

--Operating income before depreciation, amortization and stock compensation expense was $9.2 million, a 47 percent increase compared to $6.2 million during the first quarter of 2005.

--The profit margin of operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 before depreciation, amortization and stock compensation expense increased to 11 percent from 9 percent during the first quarter of 2005.

--Excluding stock compensation expense in the first quarter of 2006, operating income equaled $1.7 million compared to $233,000 for the same period of 2005. On a reported basis, which includes $4.7 million of stock compensation expense in the first quarter of 2006, operating loss operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
 equaled $3.0 million during the quarter.

--Net cash provided by operating activities for the first quarter of 2006 was $28.3 million, up from $9.5 million in the first quarter of 2005. Free cash flow for the first quarter of 2006 was $20.0 million compared to $4.4 million in the year ago quarter. Free cash flow is defined as net cash provided by operating activities less capital expenditures.

--Excluding stock compensation expense and $1.3 million of gains on discontinued operations Discontinued operations

Divisions of a business that have been sold or written off and that no longer are maintained by the business.
 and investments, net income for the first quarter of 2006 was $2.3 million, or $0.01 per diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 share compared to a net loss of $365,000, or loss of $0.00 per diluted share, during the same period of 2005. On a reported basis, net loss for the first quarter of 2006 was $1.1 million, or a loss of $0.01 per diluted share. This compares with net income of $383,000, or $0.00 per diluted share during the first quarter of 2005.

--A reconciliation of non-GAAP measures used in this release to the most comparable GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
 measure and further information regarding the company's stock compensation expense, discontinued operations and unusual gains are included in the accompanying ac·com·pa·ny  
v. ac·com·pa·nied, ac·com·pa·ny·ing, ac·com·pa·nies

v.tr.
1. To be or go with as a companion.

2.
 "Operating Income Reconciliation" and "Reconciliation of Net Gain (Loss) from Unusual Items."

Business Review

--CNET Networks' global network of Internet Internet

Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the
 properties reached an average of 116.8 million unique monthly users during the first quarter of 2006(1), an increase of 10 percent from the first quarter of 2005. Average daily page views increased to over 98.7 million during the first quarter(1), up 4 percent from the year-ago quarter.

--As part of its effort to expand into new content categories with brands that engage passionate audiences, CNET Networks has recently added assets in the food category. The company acquired Chowhound chow·hound  
n. Slang
A person who enjoys eating.
, a thriving thrive  
intr.v. thrived or throve , thrived or thriv·en , thriv·ing, thrives
1. To make steady progress; prosper.

2.
 online community focused on the food and dining category. In addition, the company acquired the assets of Instant Comma, Inc., operators of Chow Magazine. CNET Networks will leverage the magazine's editorial expertise, including recipes Recipes by category
Albanian cuisine
Albanian vegetable pie: article,
Baked lamb and yogurt:
Baked leeks:
Bean Jahni soup:
Elli's veal or chicken with walnuts
, how-to's, and other food-related content to create an online destination for food enthusiasts, which will replace the magazine. The combination of Chowhound's passionate community and Chow's editorial expertise creates a strong platform from which CNET Networks can build a presence in the food and dining category in the coming months.

--CNET Networks announced several new partnerships this quarter that bring its original video programming to television viewers VIEWERS. Persons appointed by the courts to see and examine certain matters, and make a report of the facts together with their opinion to the court. In practice they are usually appointed to lay out roads and the like. Vide Experts.  nationwide. The deals illustrate the growing demand for original video programming that has already proven successful online, and underscore The underscore character (_) is often used to make file, field and variable names more readable when blank spaces are not allowed. For example, NOVEL_1A.DOC, FIRST_NAME and Start_Routine.

(character) underscore - _, ASCII 95.
 CNET and GameSpot's positions as the category-defining brands in technology and gaming, respectively.
--  CNET recently announced plans to launch "CNET TV," a
            video-on-demand (VOD) offering that packages a selection
            of CNET's popular video content for distribution on
            television and online. CNET TV will launch initially on TV
            in early June through partnerships with Cox
            Communications, TiVo, Inc., and TVN Entertainment, who
            will each offer the content through their own on-demand
            offerings. Online, CNET TV will launch in the second half
            of the year and will provide users a single destination
            where they can access all of CNET's original video
            content. The new destination will also take advantage of
            the interactive nature of the Web, giving users the
            ability to program the content based on topics of
            interest, engage with CNET's editorial personalities,
            build custom play lists they can share with friends, and
            click to buy products or read full reviews.

        --  In March, GameSpot announced that it would produce two
            original video series for Gameplay HD, the new gaming
            channel from VOOM HD Networks. The programming includes
            GameSpotting, a half-hour series of news, reviews and
            previews, and CinemAddicts, an hourly series featuring
            video games in a cohesive cinematic story.


--Webshots launched "Webshots This article or section may contain original research or unverified claims.

Please help Wikipedia by adding references. See the for details.
This article has been tagged since September 2007.
 CollegeLive," a feature that provides students from 4,100 colleges and universities in the US, UK and Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of  a place to plan parties and events, share and comment on photos after the events, and connect with others. Webshots members with a .edu See .edu.

(networking) edu - ("education") The top-level domain for educational establishments in the USA (and some other countries). E.g. "mit.edu". The UK equivalent is "ac.uk".
 email address See Internet address.  have access to a special Webshots-created section dedicated to their college, where students can share and view photos from students on their campus. Each college section can only be accessed with a .edu email address from that school, thereby allowing each college homepage See home page.  to reflect the true spirit of its student body.

--CNET Networks continues to focus on adding a broader segment of advertisers to the networks. During the first quarter, the company continued to expand its customer base and add new advertiser ad·ver·tise  
v. ad·ver·tised, ad·ver·tis·ing, ad·ver·tis·es

v.tr.
1. To make public announcement of, especially to proclaim the qualities or advantages of (a product or business) so as to increase
 segments across the network, such as Sara Lee
For the musician, see Sara Lee (musician). For the band, see SaraLee (band).


Sara Lee Corporation (NYSE: SLE) is a global consumer-goods company based in Downers Grove, Illinois, USA.
, BMW BMW
 in full Bayerische Motoren Werke AG

German automaker. Founded as an aircraft engine manufacturer in 1916, the company assumed the name Bayerische Motoren Werke and became known for its high-speed motorcycles in the 1920s.
, and Victoria's Secret For the Sonata Arctica single, see Victoria's Secret (song)

Victoria's Secret is an American retailer of high quality lingerie and beauty products.[2]
. In addition, approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 80 percent of the general consumer advertisers that did business with CNET Networks during 2005 continued to advertise with the company thus far in 2006.

--During the quarter, CNET Networks maintained momentum in winning prestigious awards and recognition.
--  In February, ad agency Avenue A/Razorfish released its
            second annual Digital Media Outlook Report with a new
            section titled "Best of the Web." CNET Networks was named
            Publisher of the Year in the Western Region and its CNET
            brand was named Publisher of the Year in the Technology
            Category.

        --  CNET was also nominated for a prestigious National
            Magazine Award in the General Excellence Online category.
            The category recognizes outstanding magazine Internet
            sites, as well as online-only magazines and Weblogs that
            have a significant amount of original content.

        --  In addition, this month award nominations for the 10th
            annual Webby Awards were announced by The International
            Academy of Digital Arts and Sciences, and CNET Networks
            picked up a total of 7 nominations -- more than any other
            company.


Business Outlook

For the second quarter of 2006, management anticipates total revenues of $88.5 million to $92 million. Including $5 million to $5.5 million in stock compensation expense, management estimates operating income between $900,000 and $4.4 million during the second quarter. Management expects operating income before depreciation, amortization and stock compensation expense of between $14 million and $18 million for the quarter. Excluding stock compensation expense of $0.03 to $0.04 per diluted share, the company anticipates second quarter earnings per diluted share to be in the range of $0.03 to $0.06. Including stock compensation expense, earnings per share is expected to be in the range of $0.00 to of $0.02 in the second quarter.

For the full-year 2006, management is revising its expectations. Management is now estimating total revenues to be in the range of $386 million and $403 million. Including $22 million to $24 million in stock compensation expense, management estimates operating income between $30.5 million and $38.5 million during 2006. Management expects operating income before depreciation, amortization and stock compensation expense to be between $86 million and $96 million. Excluding stock compensation expense of $0.13 to $0.14 per diluted share, earnings per diluted share is expected to be in the range of $0.31 and $0.37 for the year. Including stock compensation expense, earnings per share is expected to be in the range of $0.18 to $0.23 for the year.

More detailed guidance, as well as a table that reconciles operating income (loss) before depreciation, amortization, and stock compensation guidance to operating income (loss) guidance can be found on the "Guidance to the Investment Community" sheet that accompanies this press release.

Conference Call and Webcast

CNET Networks will host a conference call to discuss its first quarter 2006 financial results and business outlook beginning at 5:00 pm ET (2:00 pm PT), today, April 24, 2006. To listen to the discussion, please visit http://ir.cnetnetworks.com and click on the link provided for the webcast conference call or dial (800) 344-1035 (international dial-in: (706) 679-3076). A replay of the conference call will be available via webcast at the URL URL
 in full Uniform Resource Locator

Address of a resource on the Internet. The resource can be any type of file stored on a server, such as a Web page, a text file, a graphics file, or an application program.
 listed above or by calling (800) 642-1687 (international dial-in: (706) 645-9291) and entering the conference ID number 7912752. The company's past financial news releases, related financial and operating information, and access to all Securities and Exchange Commission filings, can also be accessed at http://ir.cnetnetworks.com.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.


This press release and its attachments include forward-looking for·ward-look·ing
adj.
Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan.

Adj. 1.
 information and statements that are subject to risks and uncertainties that could cause actual results to differ materially. These forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 include the statements under the sections entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 "Business Outlook" and "Guidance to the Investment Community" which sets forth our estimated financial performance for the second quarter and full year of 2006, and statements regarding our growth prospects and expectations regarding the future success of our products and services. In addition, management expects to provide forward-looking information statements on the conference call to be held shortly following the issuance of this release, which are also subject to risks and uncertainties that could cause actual results to differ materially. The forward-looking statements in this release and on the conference call are identified by the words "expect," "estimate," "target," "believe," "goal," "anticipate," "intend" and similar expressions or are otherwise identified in the context in which they are made as being forward-looking. These statements are only effective as of the date of this release and we undertake no duty to publicly update these forward-looking statements, whether as a result of new information, future developments or otherwise. The risks and uncertainties that could cause actual results to differ materially from those projected include: a lack of growth or a decrease in marketing spending on the Internet due to failure of marketers to adopt the Internet as an advertising medium at the rate that we currently anticipate; a lack of growth or decrease in marketing spending on CNET Networks' properties in particular, which could be prompted by competition from other media outlets, both on and off the Internet, dissatisfaction with CNET Networks' services, or economic difficulties in our clients' businesses; a decrease in user activity on our sites due to competition or other factors, which could reduce advertising revenue generated by such user activities; reduced consumer activity or manufacturer marketing due to product lifecycles Product lifecycle or product life cycle is the course of a product's sales and profits over time. The five stages of each product lifecycle are product development, introduction, growth, maturity and decline.  or product launch delays in the company's content categories, which include technology, games and entertainment, business and community; economic conditions such as weakness in corporate or consumer spending Consumer demand or consumption is also known as personal consumption expenditure. It is the largest part of aggregate demand or effective demand at the macroeconomic level. , which could prompt a reduction in overall advertising expenditures or expenditures specifically on our properties; the failure of existing advertisers to meet or renew their advertising commitments as we anticipate, which would cause us to not meet our financial projections; the failure to attract advertisers outside of our traditional technology and consumer electronics categories, which would cause us to not meet our financial projections; a continued decline in revenues from our print publications as advertising dollars shift to other media; the acquisition of businesses or the launch of new lines of business, which could decrease our cash position, increase operating expense Operating Expense

The essential things that a company must purchase in order to maintain business.

Notes:
For example, the payment of employees wages are an operating expense.

Also known as OPEX.
, and dilute di·lute
v.
To reduce a solution or mixture in concentration, quality, strength, or purity, as by adding water.

adj.
Thinned or weakened by diluting.
 operating margins Operating Margin

A ratio used to measure a company's pricing strategy and operating efficiency.

Calculated by:
; an increase in intellectual property licensing fees, which could increase operating expense, including amortization; the risk of future impairment Impairment

1. A reduction in a company's stated capital.

2. The total capital that is less than the par value of the company's capital stock.

Notes:
1. This is usually reduced because of poorly estimated losses or gains.

2.
 of our intangible assets Intangible Asset

An asset that is not physical in nature.

Notes:
Examples are things like copyrights, patents, intellectual property, and goodwill. These are the opposite of tangible assets.
, goodwill or investments based on a decline in our business or investments; an increase in the competitiveness of the market for qualified employees or changes in our stock price or volatility Volatility

1. A statistical measure of the tendency of a market or security to rise or fall sharply within a period of time.

2. A variable in option pricing formulas that denotes the extent to which the return of the underlying asset will fluctuate between now and the
, both of which could increase our estimated stock compensation expenses for 2006; and general risks associated with our business. For risks about CNET Networks' business, see its Annual Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December December: see month.  31, 2005 and subsequent Forms 10-Q and 8-K, including disclosures under the captions "Risk Factors" and "Management's Discussion and Analysis Management's discussion and analysis (MD&A)

A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial
 of Financial Conditions and Results of Operations," which are filed with the Securities and Exchange Commission and are available on the SEC's website at www.sec.gov See .gov and GovNet.

(networking) gov - The top-level domain for US government bodies.
.

About CNET Networks, Inc.

CNET Networks is a global media company with some of the most important and valuable brands on the Web targeting passionate audiences. The company's brands -- such as CNET, GameSpot GameSpot video gaming website that provides news, reviews, previews, downloads, and other information. The site was launched in May 1996 by Pete Deemer, Vince Broady, and Jon Epstein. , TV.com This article is about the current form of the service. For the predecessor to this website (before 2005), see TV Tome.

TV.com is a website owned by CNET Networks. The service replaced the popular TV Tome website.
, MP3.com, Webshots, BNET BNET Battle.net (Blizzard Entertainment)
bnet Bungie.net
BNET Bentley Intranet
BNET Billy Noguera Entertainment Group Inc.
BNET Britain-Nigeria Educational Trust
 and ZDNet -- serve the technology, games and entertainment, business, and community categories. CNET Networks was founded in 1993 and has always been "a different kind of media company" creating engaging media experiences through a combination of world-class world-class
adj.
1. Ranking among the foremost in the world; of an international standard of excellence; of the highest order: a world-class figure skater.

2.
 content and technology infrastructure.

(1) CNET Networks January January: see month.  2006 -- March 2006 (internal log data)
Consolidated Statements of Operations
Unaudited
(in thousands, except share and per share data)


                                                Three Months Ended
                                                    March 31,
                                           ---------------------------
                                               2006          2005
                                           ------------- -------------

Revenues                                   $     83,368  $     71,224

Operating expenses:
   Cost of revenues                              41,565        36,316
   Sales and marketing                           23,174        17,905
   General and administrative                    14,178        10,764
   Depreciation                                   4,731         3,915
   Amortization of intangible assets              2,721         2,091
                                           ------------- -------------
     Total operating expenses                    86,369        70,991

     Operating income (loss)                     (3,001)          233

Non-operating income (expense):
   Realized gains on investments                    882           568
   Interest income                                1,152           363
   Interest expense                                (659)         (780)
   Other                                            140           (85)
                                           ------------- -------------
      Total non-operating income (expense)        1,515            66
                                           ------------- -------------
     Income (loss) before income taxes           (1,486)          299

     Income tax expense (benefit)                    38            96
                                           ------------- -------------

     Income (loss) from continuing
      operations                                 (1,524)          203

     Discontinued operations
        Income from operations of
         discontinued operations                    422           180
                                           ------------- -------------


       Net income (loss)                   $     (1,102) $        383
                                           ============= =============


Basic net income per share                 $      (0.01) $       0.00
                                           ============= =============

Diluted net income per share               $      (0.01) $       0.00
                                           ============= =============

Shares used in calculating basic net
 income per share                           149,115,657   144,847,388
                                           ============= =============

Shares used in calculating diluted net
 income per share                           149,115,657   151,392,920
                                           ============= =============

(a) Stock compensation expense is included
     in the above expense categories:
    Cost of revenues                       $      1,897  $          -
    Sales and marketing                             886             -
    General and administrative                    1,944             -
                                           ------------- -------------
                                           $      4,727  $          -
                                           ============= =============

(a) On January 1, 2006, CNET Networks adopted Statement of Financial
    Accounting Standards No. 123 (revised 2004), "Share-Based Payment"
    ("SFAS 123(R)"). CNET Networks' financial statements as of and for
    the three months ended March 31, 2006 reflect the impact of SFAS
    123(R). Prior to adoption of SFAS 123(R), CNET Networks accounted
    for stock compensation under Accounting Principles Board Opinion
    No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). In
    accordance with APB 25, CNET Networks accounted for stock-based
    awards using the intrinsic value method. Since CNET Networks,
    adopted the modified prospective transition method, results for
    prior period have not been restated under the fair value method.
    Therefore, for periods prior to January 1, 2006, no stock-based
    compensation expense had been recognized in CNET Networks'
    statement of operations as the exercise price of options granted
    equaled the estimated fair market value of the underlying stock at
    date of grant.



Consolidated Balance Sheets
Unaudited
(in thousands, except share data)


                                              March 31,   December 31,
                                                2006         2005
                                            ------------ -------------
ASSETS
Current Assets:
  Cash and cash equivalents                 $    74,158  $     55,895
  Investments in marketable debt securities      52,270        41,591
  Accounts receivable, net                       64,903        85,312
  Other current assets                           12,633        13,299
                                            ------------ -------------
    Total current assets                        203,964       196,097

Restricted cash                                   2,248         2,248
Investments in marketable debt securities         9,833        12,432
Property and equipment, net                      60,289        56,891
Other assets                                     16,736        18,465
Intangible assets, net                           33,947        37,113
Goodwill                                        130,187       131,694
                                            ------------ -------------
    Total assets                            $   457,204  $    454,940
                                            ============ =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                          $     8,113  $      8,330
  Accrued liabilities                            45,660        50,887
  Current portion of long-term debt               2,629         2,652
                                            ------------ -------------
    Total current liabilities                    56,402        61,869

Non-current liabilities:
  Long-term debt                                139,114       139,114
  Other liabilities                                 761           794
                                            ------------ -------------
     Total liabilities                          196,277       201,777

Stockholders' equity:
  Common stock; $0.0001 par value;
   400,000,000 shares authorized;
   149,716,508 outstanding at March 31,
   2006 and 149,067,597 outstanding at
   December 31, 2005                                 15            15
  Additional paid-in-capital                  2,761,226     2,752,208
  Accumulated other comprehensive loss          (13,546)      (13,394)
  Treasury stock, at cost                       (30,453)      (30,453)
  Accumulated deficit                        (2,456,315)   (2,455,213)
                                            ------------ -------------
    Total stockholders' equity                  260,927       253,163
                                            ------------ -------------
    Total liabilities and stockholders'
     equity                                 $   457,204  $    454,940
                                            ============ =============



Statements of Cash Flows
Unaudited
(in thousands)


                                                    Three Months Ended
                                                        March 31,
                                                    ------------------
                                                      2006      2005
                                                   --------- ---------
Cash flows from operating activities:
Net Income (Loss)                                  $ (1,102) $    383
Adjustments to reconcile net income (loss) to net
 cash provided by operating activities:
  Depreciation and amortization                       7,452     6,050
  Stock compensation expense                          4,727         -
  Asset disposals                                        86         9
  Noncash interest expense                             (126)      143
  Allowance for doubtful accounts                       837       529
  Equity losses in investees                              -       207
 Gain on sale of business                              (507)        -
 Gain on sale of marketable securities and
  privately held investments                           (882)     (568)
Changes in operating assets and liabilities, net
 of acquisitions:
  Accounts receivable                                19,202     6,361
  Other assets                                        2,339      (148)
  Accounts payable                                     (217)      170
  Accrued liabilities                                (3,526)   (3,449)
  Other long-term liabilities                           (33)     (146)
                                                   --------- ---------
    Net cash provided by operating activities        28,250     9,541
                                                   --------- ---------

Cash flows from investing activities:
  Purchase of marketable debt securities            (18,043)   (2,403)
  Proceeds from sale of marketable debt securities   10,070     4,687
  Proceeds from sales of investments in privately
   held companies                                     3,032       568
  Investments in privately held companies               (31)     (850)
  Net cash paid for acquisitions                       (840)   (3,185)
  Capital expenditures                               (8,228)   (5,164)
                                                   --------- ---------
    Net cash used in investing activities           (14,040)   (6,347)
                                                   --------- ---------

Cash flows from financing activities:
  Net proceeds from exercise of options               3,895     2,573
  Net proceeds from employee stock purchase plan        398       330
  Proceeds from revolver borrowings                       -    10,000
  Principal payments on borrowings                        -   (10,013)
                                                   --------- ---------
    Net cash provided by financing activities         4,293     2,890
                                                   --------- ---------
Net increase (decrease) in cash and cash
 equivalents                                         18,503     6,084
Effect of exchange rate changes on cash and cash
 equivalents                                           (240)     (730)
Cash and cash equivalents at the beginning of the
 period                                              55,895    29,560
                                                   --------- ---------
Cash and cash equivalents at the end of the period $ 74,158  $ 34,914
                                                   ========= =========



Business Segments
Unaudited
(in thousands)


CNET's primary areas of measurement and decision-making include two
principal business segments. CNET has determined that its business
segments are U.S. Media and International Media. U.S. Media consists
of an online network focused on four content categories: personal
technology, games and entertainment, business and community.
International Media includes the delivery of online technology
information and several technology print publications in non-U.S.
markets. Management believes that segment operating income (loss)
before depreciation, amortization and stock compensation expenses is
an appropriate measure of evaluating the operating performance of the
company's segments. However, segment operating income (loss) before
depreciation, amortization and stock compensation expense should not
be considered a substitute for operating income, cash flows or other
measures of financial performance prepared in accordance with
generally accepted accounting principles.


                               U.S.   International
                              Media       Media      Other(1)   Total
                             -------- ------------- --------- --------
Three Months Ended
  March 31, 2006
    Revenues                 $67,783       $15,585  $      -  $83,368
    Operating expenses        57,355        16,835    12,179   86,369
                             --------      -------- --------- --------

     Operating income (loss) $10,428       $(1,250) $(12,179) $(3,001)
                             ========      ======== ========= ========

Three Months Ended
  March 31, 2005
    Revenues                 $58,816       $12,408  $      -  $71,224
    Operating expenses        49,467        15,518     6,006   70,991
                             --------      -------- --------- --------

     Operating income (loss) $ 9,349       $(3,110) $ (6,006) $   233
                             ========      ======== ========= ========

(1) For the three months ended March 31, 2006, Other represents
    operating expenses related to depreciation of $4,731, amortization
    of $2,721 and stock compensation expense of $4,727. For the three
    months ended March 31, 2005, Other represents operating expenses
    related to depreciation of $3,915 and amortization of $2,091.



Quarterly Statistical
Highlights
Unaudited


                                Q1-06   Q4-05   Q3-05   Q2-05   Q1-05
                               ------- ------- ------- ------- -------

Total Quarterly Revenue ($mm)  $ 83.4  $103.3  $ 81.9  $ 80.4  $ 71.2

Revenue Distribution (%)(a)
  Marketing Services               85%     89%     86%     86%     84%
  Licensing, Fees and User         15%     11%     14%     14%     16%

Advertiser Metrics
  CNET Networks Top 100 US
   Advertisers' Renewal Rate
   (Q-to-Q)                        96%    100%     97%     95%     97%
  CNET Networks Top 100 US
   Advertisers' % of Network
   Revenue                        53%     55%     55%     55%     56%

Select Business Metrics
  Network Unique Users (mm)     116.8   116.1   110.1   115.1   105.9
  Network Average Daily Page
   Views (mm)                    98.7   103.6    99.4    97.7    94.7

Balance Sheet Highlights ($mm)
  Cash                         $ 74.2  $ 55.9  $ 69.8  $ 42.2  $ 34.9
  Marketable Debt Securities     62.1    54.1    38.3    32.1    42.3
  Restricted Cash                 2.2     2.2     4.6    19.8    19.8
                               ------- ------- ------- ------- -------
  Total Cash and Equivalents   $138.5  $112.2  $112.7  $ 94.1  $ 97.0

  Total Debt                   $141.7  $141.8  $141.3  $146.4  $146.5

  Days Sales Outstanding (DSO)     70      71      66      67      72


(a) Due to the sale of Computer Shopper magazine on February 2, 2006,
    CNET Networks no longer reports publishing revenue. The company's
    international publishing revenue is now distributed in the
    marketing services and licensing, fee and user lines as described
    below:

    Marketing Services -- sales of advertisements on our Internet
     network through impression-based and activity-based advertising,
     and sales of advertisements in our print publications.

    Licensing, Fees and User -- licensing our product database, online
     content, subscriptions to online services, subscription and
     newsstand sales of print publications, and other paid services.



Guidance to the Investment Community


$ in millions, except    Q1-06     Q2-06 estimate    FY 2006 estimate
 per share               Actual       Low - High         Low - High
---------------------   -------    ---------------   ----------------
Total Revenues          $  83.4    $88.5 - $ 92.0    $386.0 - $ 403.0

Operating income before
 depreciation,
 amortization and stock
 compensation expense   $   9.2    $14.0 - $ 18.0    $ 86.0 - $  96.0

Depreciation expense      ($4.7)            ($5.5)             ($23.0)

Amortization expense      ($2.7)            ($2.6)             ($10.5)

Stock compensation
 expense                  ($4.7)   ($5.5)-  ($5.0)   ($24.0)-  ($22.0)

Operating income          ($3.0)   $ 0.9 - $  4.4    $ 30.5 - $  38.5

Interest income
 (expense), net         $   0.5    $          0.3    $            1.2

Other income (expense)  $   1.0             ($0.2)   $            0.4

Discontinued operations $   0.4                 -    $            0.4

Tax benefit (expense)     ($0.0)            ($0.7)              ($2.3)

GAAP EPS (including
 stock compensation
 expense)                ($0.01)   $0.00 - $ 0.02    $ 0.18 - $  0.23

Pro forma EPS
 (excluding stock
 compensation expense)  $  0.02    $0.03 - $ 0.06    $ 0.31 - $  0.37




Operating Income Reconciliation
(in thousands)


                                                    Three Months Ended
                                                         March 31,
                                                   -------------------
                                                     2006       2005
                                                   --------   --------
    Operating income (loss)                        $(3,001)   $   233
    Stock compensation expense                       4,727          -
    Depreciation                                     4,731      3,915
    Amortization of intangible assets                2,721      2,091
                                                   --------   --------
    Operating income before depreciation,
     amortization and stock compensation expense   $ 9,178    $ 6,239
                                                   ========   ========

(a) Stock compensation expense is included in the
     above expense categories:
    Cost of revenues                               $ 1,897    $     -
    Sales and marketing                                886          -
    General and administrative                       1,944          -
                                                   --------   --------
                                                   $ 4,727    $     -
                                                   ========   ========

(a) On January 1, 2006, CNET Networks adopted Statement of Financial
    Accounting Standards No. 123 (revised 2004), "Share-Based Payment"
    ("SFAS 123(R)"). CNET Networks' financial statements as of and for
    the three months ended March 31, 2006 reflect the impact of SFAS
    123(R). Prior to adoption of SFAS 123(R), CNET Networks accounted
    for stock compensation under Accounting Principles Board Opinion
    No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). In
    accordance with APB 25, CNET Networks accounted for stock-based
    awards using the intrinsic value method. Since CNET Networks,
    adopted the modified prospective transition method, results for
    prior period have not been restated under the fair value method.
    Therefore, for periods prior to January 1, 2006, no stock-based
    compensation expense had been recognized in CNET Networks'
    statement of operations as the exercise price of options granted
    equaled the estimated fair market value of the underlying stock at
    date of grant.

    We believe that "operating income before depreciation,
    amortization and stock compensation expense" is useful to
    management and investors as a supplement to our GAAP (accounting
    principles generally accepted in the United States) financial
    measures for evaluating the ability of the business to generate
    cash from operations. Depreciation and amortization are non-cash
    items and include within them amounts related to past transactions
    and expenditures that are not necessarily reflective of the
    current cash or capital requirements of the business. Stock
    compensation expense is a non-cash item that does not reflect upon
    the ability of the business to generate cash from operations.

    Management refers to "operating income before depreciation,
    amortization and stock compensation expense" in making operating
    decisions and for planning and compensation purposes. A limitation
    associated with this measure is that it does not reflect the costs
    of certain capitalized tangible and intangible assets used in
    generating revenue. Management compensates for these limitations
    by relying primarily on our GAAP financial measures, such as
    capital expenditures, and using "operating income before
    depreciation, amortization and stock compensation expense" only on
    a supplemental basis. Although depreciation and amortization are
    non-cash charges, the capitalized assets being depreciated and
    amortized will often have to be replaced in the future, and
    "operating income before depreciation and amortization" does not
    reflect any cash requirements for such replacements. This measure
    also does not take into account interest expense, or the cash
    requirements necessary to service interest or principal payments
    on our debt. Nor does the measure reflect changes in, or cash
    requirements for, our working capital needs. "Operating income
    before depreciation, amortization and stock compensation expense"
    should be considered in addition to, and not as a substitute for,
    other measures of financial performance prepared in accordance
    with GAAP.



Reconciliation of Net Gain (Loss) from Unusual Items
(in thousands, except share and per share data)


                                                Three Months Ended
                                                    March 31,
                                           ---------------------------
                                               2006          2005
                                           ------------- -------------

Net income (loss)                          $     (1,102) $        383
                                           ============= =============


 Stock compensation expense (1)            $      4,727  $          -
 Gain on privately held investments (2)            (882)         (568)
 Discontinued Operations (3)                       (422)         (180)

                                           ------------- -------------
 Effect on earnings from unusual items            3,423          (748)
                                           ------------- -------------

 Net income (loss) excluding unusual items $      2,321  $       (365)
                                           ============= =============
Diluted net income (loss) per share
 excluding unusual items                   $       0.01  $      (0.00)
                                           ============= =============
Shares used in calculating diluted net
 income (loss) per share                    155,980,475   151,392,920
                                           ============= =============

(1) During the three months ended March 31, 2006, the company recorded
    $4.7 million of stock compensation expense upon the adoption of
    SFAS 123(R). No amounts were recorded for stock compensation
    expense in 2005.

(2) The company recognized $882,000 and $568,000 of gains on sales of
    privately held investments during the three months ended March 31,
    2006 and 2005, respectively.

(3) On February 2, 2006, the company sold its Computer Shopper
    magazine business. The disposal of the business qualified for
    discontinued operations accounting under the provisions of SFAS
    144. As such revenues and expenses of this business in prior
    periods has been reclassified to conform to discontinued
    operations presentation. The company recognized income from
    discontinued operations of $422,000, which includes a $507,000
    gain associated with the sale, and $180,000 in the three months
    ended March 31, 2006 and 2005, respectively.

The company believes that this information is useful to investors
because these items are infrequent in nature and may affect the
comparability of the current quarter and full year results to other
quarter and full year results.



Free Cash Flow Reconciliation
(Unaudited)
(in thousands)

                                                   Three Months Ended
                                                       March 31,
                                                 ---------------------
                                                   2006         2005
                                                 --------     --------

Cash flow from operating activities              $28,250      $ 9,541
 Capital expenditures                             (8,228)      (5,164)
                                                 --------     --------
Free cash flow                                   $20,022      $ 4,377
                                                 ========     ========

Free Cash Flow is defined as net cash provided by operating activities
less capital expenditures. The company believes that free cash flow
provides useful information about the amount of cash generated by the
business after the purchase of property and equipment. A limitation of
free cash flow is that it does not represent the total increase or
decrease in the cash balance for the period. Free cash flow should be
considered in addition to, and not as a substitute for, other measures
of financial performance prepared in accordance with US GAAP.
COPYRIGHT 2006 Business Wire
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