e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-1158172
comScore, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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54-1955550 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
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11950 Democracy Drive, Suite 600 |
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Reston, VA
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20190 |
(Address of principal executive offices)
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(Zip Code) |
(703) 483-2000
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company o |
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date: As of May 8, 2009,
there were 29,975,426 shares of the
registrants common stock outstanding.
COMSCORE, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2009
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
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4 |
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Item 1. Financial Statements |
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4 |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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20 |
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Item 3. Quantitative and Qualitative Disclosure about Market Risk |
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32 |
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Item 4. Controls and Procedures |
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32 |
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PART II. OTHER INFORMATION |
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33 |
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Item 1. Legal Proceedings |
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33 |
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Item 1A. Risk Factors |
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33 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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47 |
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Item 3. Defaults Upon Senior Securities |
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49 |
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Item 4. Submission of Matters to a Vote of Security Holders |
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49 |
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Item 5. Other Information |
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49 |
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Item 6. Exhibits |
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49 |
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SIGNATURES |
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50 |
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EXHIBIT INDEX |
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51 |
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2
CAUTIONARY
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including the sections entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and
Qualitative Disclosure About Market Risk under Items 2 and 3, respectively, of Part I of this
report, and the sections entitled Legal Proceedings, Risk Factors, and Unregistered Sales of
Equity Securities and Use of Proceeds under Items 1, 1A and 2, respectively, of Part II of this
report, may contain forward-looking statements. These statements may relate to, but are not limited
to, expectations of future operating results or financial performance, capital expenditures,
introduction of new products, regulatory compliance, plans for growth and future operations, as
well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to
risks and uncertainties, some of which cannot be predicted or quantified. These risks and other
factors include, but are not limited to, those listed under the section entitled Risk Factors in
Item 1A of Part II of this Quarterly Report on Form 10-Q. In some cases, you can identify
forward-looking statements by terminology such as may, will, should, could, expect,
plan, anticipate, believe, estimate, predict, intend, potential, continue, seek
or the negative of these terms or other comparable terminology. These statements are only
predictions. Actual events and/or results may differ materially.
We believe that it is important to communicate our future expectations to our investors.
However, there may be events in the future that we are not able to accurately predict or control
and that may cause our actual results to differ materially from the expectations we describe in our
forward-looking statements. Except as required by applicable law, including the securities laws of
the United States and the rules and regulations of the SEC, we do not plan to publicly update or
revise any forward-looking statements, whether as a result of any new information, future events or
otherwise, other than through the filing of periodic reports in accordance with the Securities
Exchange Act of 1934, as amended. Investors and potential investors should not place undue reliance
on our forward-looking statements. Before you invest in our common stock, you should be aware that
the occurrence of any of the events described in the Risk Factors section and elsewhere in this
Quarterly Report on Form 10-Q could harm our business, prospects, operating results and financial
condition. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, performance or
achievements.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COMSCORE, INC.
CONSOLIDATED BALANCE SHEETS
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March 31, |
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December 31, |
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2009 |
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2008 |
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(Unaudited) |
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(In thousands, except share and per |
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share data) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
25,026 |
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$ |
34,297 |
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Short-term investments |
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45,039 |
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37,164 |
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Accounts receivable, net of allowances of $647 and $479, respectively |
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31,943 |
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29,947 |
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Prepaid expenses and other current assets |
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2,171 |
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1,871 |
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Deferred tax asset |
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10,717 |
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13,304 |
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Total current assets |
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114,896 |
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116,583 |
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Long-term investments |
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2,861 |
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3,497 |
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Property and equipment, net |
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18,354 |
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17,697 |
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Other non-current assets |
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130 |
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131 |
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Long-term deferred tax asset |
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15,090 |
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13,736 |
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Intangible assets, net |
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8,446 |
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8,805 |
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Goodwill |
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39,171 |
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39,114 |
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Total assets |
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$ |
198,948 |
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$ |
199,563 |
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Liabilities and stockholders equity |
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Current liabilities: |
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Accounts payable |
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$ |
1,389 |
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$ |
1,755 |
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Accrued expenses |
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6,707 |
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9,432 |
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Deferred revenues |
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43,935 |
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42,779 |
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Deferred rent |
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1,204 |
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1,049 |
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Capital lease obligations |
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740 |
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977 |
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Total current liabilities |
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53,975 |
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55,992 |
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Deferred rent, long-term |
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8,787 |
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8,691 |
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Deferred revenue, long-term |
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20 |
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Total liabilities |
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62,782 |
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64,683 |
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Commitments and contingencies |
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Stockholders equity: |
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Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at March 31, 2009 and
December 31, 2008; no shares issued or outstanding at March 31, 2009 and December 31, 2008 |
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Common stock, $0.001 par value per share; 100,000,000 shares authorized at March 31, 2009 and
December 31, 2008; 29,855,235 and 29,130,140 shares issued and outstanding at March 31, 2009 and
December 31, 2008, respectively |
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30 |
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29 |
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Treasury stock, 323,250 and 164,395 shares at cost, at March 31, 2009 and December 31, 2008, respectively |
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(2,341 |
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(1,265 |
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Additional paid-in capital |
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194,878 |
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192,612 |
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Accumulated other comprehensive loss |
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(1,024 |
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(842 |
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Accumulated deficit |
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(55,377 |
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(55,654 |
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Total stockholders equity |
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136,166 |
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134,880 |
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Total liabilities and stockholders equity |
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$ |
198,948 |
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$ |
199,563 |
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The accompanying notes are an integral part of these consolidated financial statements.
4
COMSCORE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
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Three Months Ended |
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March 31, |
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2009 |
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2008 |
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(Unaudited) |
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(In thousands except share |
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and per share data) |
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Revenues |
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$ |
30,624 |
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$ |
26,370 |
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Cost of revenues (excludes amortization of intangible assets resulting from acquisitions
shown below)(1) |
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10,036 |
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7,017 |
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Selling and marketing(1) |
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10,486 |
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8,945 |
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Research and development(1) |
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4,005 |
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3,070 |
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General and administrative(1) |
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4,507 |
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3,886 |
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Amortization of intangible assets resulting from acquisitions |
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320 |
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7 |
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Total expenses from operations |
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29,354 |
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22,925 |
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Income from operations |
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1,270 |
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3,445 |
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Interest income, net |
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175 |
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819 |
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Gain (loss) from foreign currency |
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12 |
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(55 |
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Income before income taxes |
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1,457 |
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4,209 |
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Provision for income taxes |
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(1,180 |
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(1,678 |
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Net income |
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$ |
277 |
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$ |
2,531 |
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Net income attributable to common stockholders per common share: |
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Basic |
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$ |
0.01 |
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$ |
0.09 |
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Diluted |
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$ |
0.01 |
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$ |
0.08 |
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Weighted-average number of shares used in per share calculation common stock: |
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Basic |
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29,477,369 |
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28,200,934 |
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Diluted |
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30,461,974 |
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29,998,490 |
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Net income attributable to common stockholders per common share subject to put: |
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Basic |
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$ |
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$ |
0.09 |
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Diluted |
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$ |
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$ |
0.08 |
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Weighted-average number of shares used in per share calculation common share subject to
put: |
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Basic and diluted |
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135,635 |
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(1) Amortization of stock-based compensation is included in the line items above as follows: |
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Cost of revenues |
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$ |
320 |
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$ |
141 |
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Selling and marketing |
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1,113 |
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421 |
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Research and development |
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238 |
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114 |
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General and administrative |
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629 |
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467 |
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Comprehensive income: |
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Net income |
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$ |
277 |
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$ |
2,531 |
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Other comprehensive income: |
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Foreign currency cumulative translation adjustment |
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(129 |
) |
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(77 |
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Unrealized
loss on marketable securities, net of tax effect of $34,000 for the
three months ended March 31, 2009 |
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(53 |
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(219 |
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Total comprehensive income |
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$ |
95 |
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$ |
2,235 |
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The accompanying notes are an integral part of these consolidated financial statements.
5
COMSCORE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended March 31, |
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2009 |
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2008 |
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(Unaudited) |
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(In thousands) |
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Operating activities |
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Net income |
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$ |
277 |
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$ |
2,531 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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1,511 |
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1,035 |
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Amortization of intangible assets resulting from acquisitions |
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320 |
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7 |
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Provisions for bad debts |
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271 |
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65 |
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Stock-based compensation |
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2,300 |
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1,143 |
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Amortization of deferred rent |
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(99 |
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(25 |
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Deferred tax provision |
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1,253 |
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1,613 |
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Loss on asset disposal |
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16 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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(2,423 |
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(1,467 |
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Prepaid expenses and other current assets |
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(307 |
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(326 |
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Other non-current assets |
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2 |
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Accounts payable, accrued expenses, and other liabilities |
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(2,544 |
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(648 |
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Deferred rent |
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350 |
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2,541 |
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Deferred revenues |
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1,299 |
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3,864 |
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Net cash provided by operating activities |
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2,224 |
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10,335 |
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Investing activities |
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Recovery of restricted cash |
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1,385 |
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Purchase of investments |
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(20,587 |
) |
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(51,793 |
) |
Sales and maturities of investments |
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13,262 |
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|
30,450 |
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Purchase of property and equipment |
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(2,854 |
) |
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(3,682 |
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Net cash used in investing activities |
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(10,179 |
) |
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(23,640 |
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Financing activities |
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Proceeds from the exercise of common stock options and warrants |
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123 |
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369 |
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Repurchase of common stock |
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(1,076 |
) |
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(965 |
) |
Principal payments on capital lease obligations |
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(237 |
) |
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(218 |
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Net cash used in financing activities |
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(1,190 |
) |
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(814 |
) |
Effect of exchange rate changes on cash |
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(126 |
) |
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(110 |
) |
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Net decrease in cash and cash equivalents |
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(9,271 |
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(14,229 |
) |
Cash and cash equivalents at beginning of period |
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34,297 |
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|
68,368 |
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Cash and cash equivalents at end of period |
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$ |
25,026 |
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$ |
54,139 |
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|
The accompanying notes are an integral part of these consolidated financial statements.
6
COMSCORE, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
comScore, Inc. (the Company), a Delaware corporation incorporated in August 1999, provides a
digital marketing intelligence platform that helps customers make better-informed business
decisions and implement more effective digital business strategies. The Companys products and
solutions offer customers insights into consumer behavior, including objective, detailed
information regarding usage of their online properties and those of their competitors, coupled with
information on consumer demographic characteristics, attitudes, lifestyles and offline behavior.
The Companys digital marketing intelligence platform is comprised of proprietary databases
and a computational infrastructure that measures, analyzes and reports on digital activity. The
foundation of the platform is data collected from a panel of more than two million Internet users
worldwide who have granted to the Company explicit permission to confidentially measure their
Internet usage patterns, online and certain offline buying behavior and other activities. By
applying advanced statistical methodologies to the panel data, the Company projects consumers
online behavior for the total online population and a wide variety of user categories.
On May 28, 2008, the Company acquired the outstanding stock of M:Metrics, Inc., a provider of
marketing and media intelligence for the mobile medium in the United States and internationally, to
expand its abilities to provide its customers a more robust solution for the mobile medium.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All significant intercompany transactions and accounts have been
eliminated upon consolidation. The Company consolidates investments where it has a controlling
financial interest as defined by Accounting Research Bulletin (ARB) No. 51, Consolidated
Financial Statements , as amended by Statement of Financial Accounting Standards (SFAS) No. 94,
Consolidation of all Majority-Owned Subsidiaries . The usual condition for controlling financial
interest is ownership of a majority of the voting interest and, therefore, as a general rule,
ownership, directly or indirectly, of more than 50% of the outstanding voting shares is a condition
indicating consolidation. For investments in variable interest entities, as defined by Financial
Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest
Entities , the Company would consolidate when it is determined to be the primary beneficiary of a
variable interest entity. The Company does not have any variable interest entities.
Unaudited Interim Financial Information
The condensed consolidated financial statements included in this quarterly report on Form
10-Q have been prepared by the Company without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (the SEC). Certain information and footnote disclosures
normally included in consolidated financial statements prepared in accordance with U.S. generally
accepted accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures contained in this quarterly report
comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended,
for a quarterly report on Form 10-Q and are adequate to make the information presented not
misleading. The condensed consolidated financial statements included herein, reflect all
adjustments (consisting of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the financial position, results of operations and cash flows
for the interim periods presented. These condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto contained in the
Companys Annual Report on Form 10-K for the year ended December 31, 2008 filed March 16, 2009 with
the Securities and Exchange Commission. The
results of operations for the three months ended March 31, 2009 are not necessarily indicative of
the results to be anticipated for the entire year ending December 31, 2009 or thereafter. All
references to March 31, 2009 and 2008 or to the three months ended March 31, 2009 and 2008 in the
notes to the consolidated financial statements are unaudited.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the reported amounts of revenue and expense during
the reporting periods. Significant estimates and assumptions are inherent in the analysis and the
measurement of deferred tax assets, the identification and quantification of income tax liabilities
due to uncertain tax positions, valuation of marketable securities, recoverability of intangible
assets, other long-lived assets and goodwill, and the determination of the allowance for doubtful
accounts. The Company bases its estimates on historical experience and assumptions that it believes
are reasonable. Actual results could differ from those estimates.
7
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Fair Value Measurements
SFAS No. 107, Disclosure about Fair Value of Financial Instruments, defines the fair value of
financial instruments as the amount at which the instrument could be exchanged in a current
transaction between willing parties. Cash equivalents, investments, accounts receivable, accounts
payable, accrued expenses and capital lease obligations reported in the consolidated balance sheets
equal or approximate their respective fair values.
As of January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements
(SFAS No. 157), except as it applied to the
nonfinancial assets and liabilities subject to FASB Staff Position
No. 157-2, Effective Date of FASB Statement No.
157, which the Company adopted effective January 1,
2009. SFAS No. 157 clarifies that fair value is an exit price, representing the amount
that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants. As such, fair value is a market-based measurement that should be
determined based on assumptions that market participants would use in pricing an asset or
liability. As a basis for considering such assumptions, SFAS No. 157 establishes a three-tier value
hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1
observable inputs such as quoted prices in active markets; Level 2 inputs other than the quoted
prices in active markets that are observable either directly or indirectly; Level 3 unobservable
inputs of which there is little or no market data, which require the Company to develop its own
assumptions. This hierarchy requires the Company to use observable market data, when available, and
to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the
Company measures its marketable securities at fair value and determines the appropriate
classification level for each reporting period. The Company is required to use significant
judgments to make this determination.
The Companys investment instruments are classified within Level 1 or Level 3 of the fair
value hierarchy. Level 1 investment instruments are valued using quoted market prices. Level 3
instruments are valued using valuation models, primarily discounted cash flow analyses. The types
of instruments valued based on quoted market prices in active markets include all U.S. government
and agency securities. Such instruments are generally classified within Level 1 of the fair value
hierarchy. The types of instruments valued based on significant unobservable inputs include certain
illiquid auction rate securities. Such instruments are classified within Level 3 of the fair value
hierarchy (see Note 4).
Cash and Cash Equivalents and Investments
Cash and cash equivalents consist of highly liquid investments with an original maturity of
three months or less at the time of purchase. Cash and cash equivalents consist primarily of bank
deposit accounts and certificates of deposit.
Investments, which consist principally of U.S. treasury bills, U.S. treasury notes and auction
rate securities, are stated at fair value. These securities are accounted for as available-for-sale
securities in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities. Realized gains and losses on available-for-sale securities are included in interest
income. Declines in value judged to be other-than-temporary, if any, on available-for-sale
securities are included in impairment of marketable securities on the Statement of Operations.
Interest and dividends on securities classified as available-for-sale are included in interest
income. The Company uses the specific identification method to compute realized gains and losses on
its investments.
The Company periodically evaluates whether any declines in the fair value of investments are
other-than-temporary. This evaluation consists of a review of several factors, including but not
limited to: the length of time and extent that a security has been in an unrealized loss position;
the near-term prospects for recovery of the market value of a security; and the intent and ability
of the Company to hold the security until the market value recovers. Declines in value below cost
for investments where it is considered probable that all contractual terms of the investment
will be satisfied, due primarily to changes in market demand, and not because of increased credit
risk, and where the Company intends and has the ability to hold the investment for a period of time
sufficient to allow a market recovery, are not assumed to be other-than-temporary.
Interest income on investments was $195,000 and $857,000 for the three months ended March 31,
2009 and 2008, respectively.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The
Company generally grants uncollateralized credit terms to its customers and maintains an allowance
for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on
managements judgment, which considers historical experience and specific knowledge of accounts
where collectability may not be probable. The Company makes provisions based on historical bad debt
experience, a specific review of all significant outstanding invoices and an assessment of general
economic conditions. If the financial condition of a customer deteriorates, resulting in an
impairment of its ability to make payments, additional allowances may be required.
8
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Property and
equipment is depreciated on a straight-line basis over the estimated useful lives of the assets,
ranging from three to five years. Assets under capital leases are recorded at their net present
value at the inception of the lease and are included in the appropriate asset category. Assets
under capital leases and leasehold improvements are amortized over the shorter of the related lease
terms or their useful lives. Replacements and major improvements are capitalized; maintenance and
repairs are charged to expense as incurred. Amortization of assets under capital leases is included
within the expense category on the Statement of Operations in which the asset is deployed.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of identifiable
assets acquired and liabilities assumed when other businesses are acquired. The allocation of the
purchase price to intangible assets and goodwill involves the extensive use of managements
estimates and assumptions, and the result of the allocation process can have a significant impact
on future operating results. The Company estimates the fair value of identifiable intangible assets
acquired using several different valuation approaches, including the replacement cost, income and
market approaches. The replacement cost approach is based on determining the discrete cost of
replacing or reproducing a specific asset. The Company generally uses the replacement cost approach
for estimating the value of acquired technology/methodology assets. The income approach converts
the anticipated economic benefits that the Company assumes will be realized from a given asset into
value. Under this approach, value is measured as the present worth of anticipated future net cash
flows generated by an asset. The Company generally uses the income approach to value customer
relationship assets and non-compete agreements. The market approach compares the acquired asset to
similar assets that have been sold. The Company generally uses the market approach to value
trademarks and brand assets.
Under SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), intangible assets with
finite lives are amortized over their useful lives while goodwill is not amortized but is evaluated
for potential impairment at least annually by comparing the fair value of a reporting unit to its
carrying value including goodwill recorded by the reporting unit. If the carrying value exceeds the
fair value, impairment is measured by comparing the implied fair value of the goodwill to its
carrying value, and any impairment determined is recorded in the current period. In accordance with
SFAS 142, all of the Companys goodwill is associated with one reporting unit. Accordingly, on an
annual basis the Company performs the impairment assessment for goodwill required under SFAS 142 at
the enterprise level. The Company completed its annual impairment analysis as of October 1st for
2008 and determined that there was no impairment of goodwill. There have been no indicators of
impairment suggesting that an interim assessment was necessary for goodwill since the October 1,
2008 test through March 31, 2009.
Intangible assets with finite lives are amortized using the straight-line method over the following
useful lives:
|
|
|
|
|
|
|
Useful Lives |
|
|
(Years) |
|
|
|
|
|
Acquired methodologies/technology |
|
|
5 to 7 |
|
Customer relationships |
|
|
7 |
|
Panel |
|
|
7 |
|
Intellectual property |
|
|
10 |
|
Impairment of Long-Lived Assets
Long-lived assets, including property and equipment, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount should be addressed pursuant
to SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144).
Pursuant to SFAS 144, impairment is determined by comparing the carrying value of these long-lived
assets to an estimate of the future undiscounted cash flows expected to result from the use of the
assets and eventual disposition. In the event an impairment exists, a loss is recognized based on
the amount by which the carrying value exceeds the fair value of the asset, which is generally
determined by using quoted market prices or valuation techniques such as the discounted present
value of expected future cash flows, appraisals, or other pricing models as appropriate. There were
no impairment charges recognized during the three months ended March 31, 2009 and 2008. In the
event that there are changes in the planned use of the Companys long-term assets or its expected
future undiscounted cash flows are reduced significantly, the Companys assessment of its ability
to recover the carrying value of these assets could change.
9
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Lease Accounting
The Company leases its facilities under operating leases, and accounts for those leases in
accordance with SFAS No. 13, Accounting for Leases. For facility leases that contain rent
escalations or rent concession provisions, the Company records the total rent payable during the
lease term on a straight-line basis over the term of the lease. The Company records the difference
between the rent paid and the straight-line rent as a deferred rent liability in the accompanying
consolidated balance sheets. Leasehold improvements funded by landlord incentives or allowances are
recorded as leasehold improvement assets and a deferred rent liability which is amortized as a
reduction of rent expense over the term of the lease
Foreign Currency Translation
The Company applies SFAS No. 52, Foreign Currency Translation, with respect to its
international operations. The functional currency of the Companys foreign subsidiaries is the
local currency. All assets and liabilities are translated at the current exchange rate as of the
end of the period, and revenues and expenses are translated at average exchange rates in effect
during the period. The gain or loss resulting from the process of translating foreign currency
financial statements into U.S. dollars is included as a component of other comprehensive income.
The Company realized a foreign currency transaction gain of $12,000 for the three months ended
March 31, 2009 and incurred a loss of $55,000 for the three months ended March 31, 2008. These gains and
losses are the result of transactions denominated in currencies other than the functional currency
of the Companys foreign subsidiaries.
Revenue Recognition
The Company recognizes revenues in accordance with Securities and Exchange Commission Staff
Accounting Bulletin (SAB) No. 104, Revenue Recognition (SAB 104). SAB 104 requires that four
basic criteria must be met prior to revenue recognition: (i) persuasive evidence of an arrangement
exists, (ii) delivery has occurred or the services have been rendered, (iii) the fee is fixed or
determinable and (iv) collection of the resulting receivable is reasonably assured.
The Company generates revenues by providing access to the Companys online database or
delivering information obtained from the database, usually in the form of periodic reports.
Revenues are typically recognized on a straight-line basis over the period in which access to data
or reports are provided, which generally ranges from three to 24 months.
Revenues are also generated through survey services under contracts ranging in term from two
months to one year. Survey services consist of survey and questionnaire design with subsequent data
collection, analysis and reporting. Revenues are recognized on a straight-line basis over the
estimated data collection period once the survey or questionnaire has been delivered. Any change in
the estimated data collection period results in an adjustment to revenues recognized in future
periods.
Certain of the Companys arrangements contain multiple elements, consisting of the various
services the Company offers. Multiple element arrangements typically consist of a subscription to
the Companys online database combined with customized services. These arrangements are accounted
for in accordance with Emerging Issues Task Force (EITF) Issue No. 00-21, Revenue Arrangements
with Multiple Deliverables . The Company has determined that there is not objective and reliable
evidence of fair value for any of its services and, therefore, accounts for all elements in
multiple elements arrangements as a single unit of accounting. Access to data under the
subscription element is generally provided shortly after the execution of the contract. However,
the initial delivery of customized services generally occurs subsequent to contract execution. The
Company recognizes the entire arrangement fee over the performance period of the last deliverable.
As a result, the total arrangement fee is recognized on a straight-line basis over the period
beginning with the commencement of the last customized service delivered.
Generally, contracts are non-refundable and non-cancelable. In the event a portion of a
contract is refundable, revenue recognition is delayed until the refund provisions lapse. A limited
number of customers have the right to cancel their contracts by providing a written notice of
cancellation. In the event that a customer cancels its contract, the customer is not entitled to a
refund for prior services, and will be charged for costs incurred plus services performed up to the
cancellation date.
Advance payments are recorded as deferred revenues until services are delivered or obligations
are met and revenue can be recognized. Deferred revenues represent the excess of amounts invoiced
over amounts recognized as revenues.
Stock-Based Compensation
The Company accounts for share-based compensation expense in accordance with SFAS No. 123
(revised 2005), Share-Based Payment (SFAS 123R). SFAS 123R requires the measurement and
recognition of compensation expense for share-based awards based on the estimated fair value on the
date of the grant. The Company estimates the fair value of each option award on the date of the
grant using the Black-Scholes option-pricing model. This model is affected by the Companys stock
price as well as estimates regarding a number of variables including expected stock price
volatility over the term of the award and projected employee stock option exercise behaviors. The
fair value of the restricted stock awards is determined based on the quoted market price of the
Companys common stock on the grant date. For stock-based awards subject to graded vesting, the
Company has utilized the straight-line ratable method for allocating compensation cost by period.
For the three months ended March 31, 2009 and 2008, the Company recorded stock-based compensation
expense of $2.3 million and $1.1 million, respectively, in accordance with SFAS 123R. Included
within stock-based compensation expense and liabilities for the three months ended March 31, 2009
was an accrual for $525,000 for compensation earned during that period. This accrual will be
settled with shares of restricted stock to be granted in 2010. As of December 31, 2008, there was
an accrual for $369,000 for compensation earned during 2008 that was settled with shares of
restricted stock granted in February 2009.
10
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Income Taxes
Income taxes are accounted for using the liability method in accordance with SFAS No. 109,
Accounting for Income Taxes . Deferred income taxes are provided for temporary differences in
recognizing certain income, expense and credit items for financial reporting purposes and tax
reporting purposes. Such deferred income taxes primarily relate to the difference between the tax
bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and
liabilities are measured by applying enacted statutory tax rates applicable to the future years in
which deferred tax assets or liabilities are expected to be settled or realized.
FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes , an
interpretation of SFAS No. 109, clarifies the accounting for income taxes by prescribing that a
company should use a more-likely-than not recognition threshold based on the technical merits of
the tax position taken. Tax provisions that meet the more-likely-than-not recognition threshold
should be measured as the largest amount of tax benefits, determined on a cumulative probability
basis, which is more likely than not to be realized upon ultimate settlement in the financial
statements. FIN 48 also provides guidance on derecognition, classification, interest and penalties,
accounting for interim periods, disclosure and transition, and explicitly excludes income taxes
from the scope of SFAS No. 5, Accounting for Contingencies. The Companys policy is to recognize
interest and penalties related to income tax matters in income tax expense.
Earnings Per Share
The Company computes earnings per share in accordance with the provisions of
SFAS No. 128, Earnings Per Share (SFAS 128). Under SFAS 128, entities with capital structures
that include classes of common stock with different dividend rates are required to apply the
two-class method of calculating earnings per share. In addition to the Companys common stock,
prior to April 2008, the Company had Common Stock Subject to Put outstanding that was
issued in connection with certain acquisitions. However, the additional contractual rights of such
Common Stock Subject to Put lapsed unexercised in April 2008, and such Common Stock Subject to Put
was reallocated as common stock following such time. Prior to the
lapse of the contractual rights, the Company calculated earnings
per share for its common stock and its Common Stock Subject to Put using a method akin to the
two-class method under SFAS128. Undistributed earnings were allocated to holders of common stock and
Common Stock Subject to Put on a pro rata basis. Total earnings allocated to each class of common
stock were then divided by the weighted-average number of shares outstanding for each class of
common stock to determine basic earnings per share. Diluted earnings per share for common stock
reflects the potential dilution that could result if securities or other contracts to issue common
stock were exercised or converted into common stock. Diluted earnings per share assumes the
exercise of stock options and warrants using the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Unaudited) |
|
|
|
(In thousands, except share and per share data) |
|
Net income |
|
$ |
277 |
|
|
$ |
2,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding-common stock, basic |
|
|
29,477,369 |
|
|
|
28,200,934 |
|
|
|
|
|
|
|
|
|
|
Dilutive effect of: |
|
|
|
|
|
|
|
|
Options to purchase common stock |
|
|
956,956 |
|
|
|
1,739,076 |
|
Unvested shares of restricted stock units |
|
|
24,637 |
|
|
|
37,877 |
|
Warrants to purchase common stock |
|
|
3,012 |
|
|
|
20,603 |
|
|
|
|
|
|
|
|
Weighted-average shares outstanding-common stock, diluted |
|
|
30,461,974 |
|
|
|
29,998,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share- common stock: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.01 |
|
|
$ |
0.09 |
|
Diluted |
|
$ |
0.01 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding-common stock subject to put: |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
135,635 |
|
Diluted |
|
|
|
|
|
|
135,635 |
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders per common share subject to put: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
|
|
|
$ |
0.09 |
|
Diluted |
|
$ |
|
|
|
$ |
0.08 |
|
11
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
The following is a summary of common stock equivalents for the securities outstanding during the
respective periods that have been excluded from the earnings per share calculations as their impact
was anti-dilutive.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2009 |
|
2008 |
|
|
(Unaudited) |
Stock options and restricted stock units
|
|
|
167,203 |
|
|
|
9,171 |
|
Common stock warrants
|
|
|
2,000 |
|
|
|
2,000 |
|
Recent Pronouncements
In April 2009, the FASB issued three Staff Positions that are intended to provide additional
application guidance and enhance disclosures about fair value measurements and impairments of
securities. FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for
the Asset or Liability has Significantly Decreased and Identifying Transactions that are Not
Orderly, clarifies the objective and method of fair value
measurement when there has been a
significant decrease in market activity for the asset being measured. FSP No. FAS 115-2,
Recognition and Presentation of Other-Than-Temporary Impairments, and FSP No. 124-2 establish a
new model for measuring other-than-temporary impairments for debt securities, including
establishing criteria for when to recognize a write-down through earnings versus other
comprehensive income. FSP No. FAS 107-1 and APB 28-1, Interim Disclosures About Fair Value of
Financial Instruments, extends the fair value disclosures required for all financial instruments
within the scope of SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to interim
periods. All of these FSPs are effective for interim and annual periods ending after June 15, 2009.
The Company is currently evaluating the potential impact of the adoption of FSP No. FAS 157-4, FSP
No. FAS 115-2 and FSP No. FAS 124-2 on its consolidated financial statements. FSP No. FAS 107-1 and
APB No. 28-1 may result in increased disclosures in the second quarter of 2009.
In December 2007, the FASB issued SFAS No. 141 (revised), Business Combinations
(SFAS 141(R)), which is intended to improve reporting by creating greater consistency in the
accounting and financial reporting of business combinations. SFAS 141(R) requires that the
acquiring entity in a business combination recognize all (and only) the assets and liabilities
assumed in the transaction, establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed, and requires the acquirer to disclose to
investors and other users all of the information that they need to evaluate and understand the
nature and financial effect of the business combination. In addition, SFAS 141(R) modifies the
accounting for transaction and restructuring costs. SFAS 141(R) is effective for business
combinations for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. After the effective date of SFAS 141(R),
all changes to tax uncertainties and deferred tax asset valuation allowances established in
business combination accounting should be recognized in accordance with SFAS 141(R), generally as
an adjustment to income tax expense. For the Companys acquisition of M:Metrics, Inc. (see Note 3),
the effects of changes outside of the measurement period (or within the measurement period if the
changes result from new information about facts that arose after the acquisition date) to deferred
tax asset valuation
allowances established in acquisition accounting will be recognized directly as an adjustment to
income tax expense. The adoption of SFAS 141( R) did not have a material impact on the
Companys consolidated results of operation or financial position.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of Accounting Research Bulletin No. 51 (SFAS No. 160).
SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries
held by parties other than the parent, the amount of the consolidated net income attributable to
the parent and to the noncontrolling interest, changes in a parents ownership interest, and the
valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated.
SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between
the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is
effective for fiscal years beginning after December 15, 2008. The Company adopted SFAS No. 160
effective January 1, 2009 and the adoption did not have a material impact on the Companys
consolidated financial statements.
3. Acquisition
On May 28, 2008, comScore completed its merger with M:Metrics, Inc. (M:Metrics), a provider
of marketing and media intelligence for the mobile medium in the United States and internationally,
pursuant to the Agreement and Plan of Merger dated May 28, 2008, (the Merger). Pursuant to the
Agreement and Plan of Merger, the Company acquired all the outstanding common stock of M:Metrics in
a cash transaction for approximately $46.0 million. The total preliminary purchase price of
$46.0 million is comprised of $44.3 million in cash consideration, $1.2 million in expenses paid on
M:Metrics behalf and estimated acquisition related transaction costs of approximately $480,000.
12
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
Acquisition-related transaction costs include legal and accounting fees, and other external costs
directly related to the Merger. In connection with the Merger, the Company exchanged the unvested
options for M:Metrics common stock for options for the purchase of 51,908 shares of comScore common
stock. In addition, $5.0 million of comScore restricted common stock was reserved for issuance
pursuant to the Merger and $4.72 million was issued to certain former M:Metrics employees that
continued as employees of comScore as of June 30, 2008. The estimated fair value of these options
and restricted stock will be recognized as compensation expense for post merger services. The
Company has included the financial results of M: Metrics in its consolidated financial statements
since May 28, 2008, the date of acquisition.
The Company believes the Merger with M:Metrics supports the Companys long-term strategic
direction and that the demands in the digital marketing intelligence industry continue to
accelerate at a rapid pace as advertising moves to new digital mediums. In evaluating the
acquisition of M:Metrics, the Company focused primarily on the businesss revenues and customer
base, the strategic fit of the businesss product line with the Companys existing product
offerings, and opportunities for cost reductions and other synergies, rather than on the businesss
tangible or intangible assets, such as its property and equipment. As a result, the fair value of
the acquired assets corresponds to a relatively smaller portion of the acquisition price, with the
Company recording a substantial amount of goodwill associated with the acquisition.
The Merger was accounted for under the purchase method of accounting in accordance with
SFAS No. 141, Business Combinations (SFAS 141). Assets acquired and liabilities assumed were
recorded at their estimated fair values as of May 28, 2008. Under the purchase method of
accounting, the total estimated purchase price is allocated to M:Metrics net tangible and
intangible assets based on their estimated fair values as of May 28, 2008, the effective date of
the Merger. The preliminary estimated purchase price allocation as shown in the table below was
based on managements preliminary valuation, which was based on estimates and assumptions that are
subject to change. We are awaiting additional information about assets acquired and liabilities
assumed that may result in an adjustment to the preliminary purchase price. The preliminary
purchase price was allocated as follows (in thousands):
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,554 |
|
Accounts receivable |
|
|
2,010 |
|
Prepaid expenses and other current assets |
|
|
226 |
|
Property and equipment |
|
|
464 |
|
Other long term assets |
|
|
85 |
|
Deferred tax assets, net |
|
|
3,667 |
|
Accounts payable |
|
|
(865 |
) |
Other accrued liabilities |
|
|
(3,469 |
) |
Deferred revenue |
|
|
(5,473 |
) |
Other long-term liabilities |
|
|
(145 |
) |
|
|
|
|
|
|
|
|
|
Net tangible liabilities to be acquired |
|
|
(1,946 |
) |
Definite-lived intangible assets acquired |
|
|
10,160 |
|
Goodwill |
|
|
37,806 |
|
|
|
|
|
|
|
|
|
|
Total estimated purchase price |
|
$ |
46,020 |
|
|
|
|
|
Included in the preliminary purchase price allocation were $9.6 million of deferred tax assets
and $3.6 million of deferred tax liabilities initially offset by a full valuation allowance of
$6.0 million. In connection with the reduction of the deferred tax asset valuation allowance
recorded as of December 31, 2008 (see Note 7), the Company recorded a $3.7 million reduction in the
valuation allowance recorded for the acquired deferred tax assets of M:Metrics with a corresponding
reduction of goodwill.
Of the total estimated purchase price, a preliminary estimate of $1.9 million has been
allocated to net tangible liabilities to be acquired, and $10.2 million has been allocated to
definite-lived intangible assets acquired. Definite-lived intangible assets of $10.2 million
consist of the
value assigned to M:Metrics customer relationships of $3.2 million, intellectual property of
$2.6 million, developed and core technology of $2.5 million and panel of $1.9 million. The useful
lives range from five to ten years (see Note 2). Goodwill represents the excess of the purchase
price of an acquired business over the fair value of the net tangible and intangible assets
acquired. Goodwill is not deductible for tax purposes.
In connection with the preliminary purchase price allocation, the estimated fair value of the
deferred revenue assumed from M:Metrics in connection with the Merger was determined utilizing a
cost build-up approach. The cost build-up approach determines fair value by estimating the costs
relating to fulfilling the assumed contractual obligations plus a market profit margin. The present
value of the sum of the costs and operating profit approximates the amount that the Company would
be required to pay a third party to assume the obligations. The estimated costs to fulfill the
obligation were based on the historical direct costs related to providing the services.
4. Investments and Fair Value Measurements
As of March 31, 2009 and December 31, 2008, the Company had $2.9 million invested in auction
rate securities, all of which are classified as long-term investments on its consolidated balance
sheets.
Auction rate securities are generally long-term debt instruments that provide liquidity
through a Dutch auction process that resets the applicable interest rate at pre-determined calendar
intervals, generally every 28 days. This mechanism typically allows existing investors to rollover
their holdings and to continue to own their respective securities or liquidate their holdings by
selling their securities at par value. These
13
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
securities often are insured against loss of principal
and interest by bond insurers. In prior years, the Company invested in these securities for short
periods of time as part of its investment policy. However, the uncertainties in the credit markets
have prevented the Company and other investors from liquidating holdings of certain auction rate
securities in recent auctions because the amount of securities submitted for sale has exceeded the
amount of purchase orders. Accordingly, the Company continues to hold these long-term securities
and is due interest at a higher rate than similar securities for which auctions have cleared.
As of March 31, 2009 and December 31, 2008, five auction rate securities with a par value of
$5.1 million had failed their most recent auction and are considered illiquid. As there is no
active market for these investments, the Company values its auction rate securities using a
discounted cash flow model that takes into consideration the securities coupon rate, the discount
rate and the expected date liquidity will be restored. The discount rate reflects the financial
condition of the issuers and the bond insurers and incorporates a discount for illiquidity. As of
March 31, 2009 and December 31, 2008, the estimated fair value of the auction rate securities was
below cost, or par value, resulting in an unrealized loss.
During the year ended December 31, 2008, the length of time and the extent to which the
auction rate securities were valued below cost both increased significantly. As of December 31,
2008, the credit ratings of the issuers had deteriorated to a range of A- to B and the bond
insurers saw similar downgrades to a range of BBB to C. As a result, the Company concluded that the
unrealized losses on its auction rate securities at December 31, 2008 represented an
other-than-temporary impairment and recorded a charge $2.2 million in earnings. During the three
months ended March 31, 2009, the auction rate securities continued to fail at auction and remain at
an unrealized loss position. However, credit spreads and credit ratings of the issues and bond
insurers were more stable during that quarter. As of March 31, 2009, based on the
Companys updated valuation, no further adjustments to the carrying value of these investments was
necessary.
The Company is unsure as to when the liquidity issues relating to these investments will
improve. Accordingly, the Company classified these securities as non-current as of March 31, 2009
and December 31, 2008. If the credit ratings of the issuers, the bond insurers or the collateral
deteriorate further, the Company may further adjust the carrying value of these investments.
Marketable securities, which are classified as available-for-sale, are summarized below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Aggregate |
|
|
Classification on Balance Sheet |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Short-Term |
|
|
Long-Term |
|
|
|
Cost |
|
|
Gain |
|
|
Loss |
|
|
Value |
|
|
Investments |
|
|
Investments |
|
|
|
(Unaudited) |
|
|
|
(In thousands) |
|
As of March 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury bills |
|
$ |
16,446 |
|
|
$ |
40 |
|
|
$ |
|
|
|
$ |
16,486 |
|
|
$ |
16,486 |
|
|
$ |
|
|
U.S. treasury notes |
|
|
28,505 |
|
|
|
48 |
|
|
|
|
|
|
|
28,553 |
|
|
|
28,553 |
|
|
|
|
|
Auction rate securities |
|
|
2,861 |
|
|
|
|
|
|
|
|
|
|
|
2,861 |
|
|
|
|
|
|
|
2,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47,812 |
|
|
$ |
88 |
|
|
$ |
|
|
|
$ |
47,900 |
|
|
$ |
45,039 |
|
|
$ |
2,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
Aggregate |
|
|
Classification on Balance Sheet |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Short-Term |
|
|
Long-Term |
|
|
|
Cost |
|
|
Gain |
|
|
Loss |
|
|
Value |
|
|
Investments |
|
|
Investments |
|
|
|
(In thousands) |
|
As of December 31, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury bills |
|
$ |
24,931 |
|
|
$ |
55 |
|
|
$ |
|
|
|
$ |
24,986 |
|
|
$ |
24,986 |
|
|
$ |
|
|
U.S. treasury notes |
|
|
12,694 |
|
|
|
120 |
|
|
|
|
|
|
|
12,814 |
|
|
|
12,178 |
|
|
|
636 |
|
Auction rate securities |
|
|
2,861 |
|
|
|
|
|
|
|
|
|
|
|
2,861 |
|
|
|
|
|
|
|
2,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
40,486 |
|
|
$ |
175 |
|
|
$ |
|
|
|
$ |
40,661 |
|
|
$ |
37,164 |
|
|
$ |
3,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no gross unrealized losses related to available-for-sale securities as of March 31,
2009 and December 31, 2008 other than the auction rate securities, for which the unrealized loss
was deemed other- than- temporary and included in earnings during 2008.
The fair value hierarchy of the Companys marketable securities at fair value as of March 31,
2009 and December 31, 2008 is as follows:
14
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at |
|
|
|
|
|
|
|
Reporting Date Using |
|
|
|
|
|
|
|
Quoted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active |
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
for |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
March 31, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
(Unaudited) |
|
|
|
(In thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury bills |
|
$ |
16,486 |
|
|
$ |
16,486 |
|
|
$ |
|
|
|
$ |
|
|
U.S. treasury notes |
|
|
28,553 |
|
|
|
28,553 |
|
|
|
|
|
|
|
|
|
Auction rate securities |
|
|
2,861 |
|
|
|
|
|
|
|
|
|
|
|
2,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
47,900 |
|
|
$ |
45,039 |
|
|
$ |
|
|
|
$ |
2,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at |
|
|
|
|
|
|
|
Reporting Date Using |
|
|
|
|
|
|
|
Quoted |
|
|
|
|
|
|
|
|
|
|
|
|
|
Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active |
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
for |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
December 31, |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
2008 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
(In thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury bills |
|
$ |
24,986 |
|
|
$ |
24,986 |
|
|
$ |
|
|
|
$ |
|
|
U.S. treasury notes |
|
|
12,814 |
|
|
|
12,814 |
|
|
|
|
|
|
|
|
|
Auction rate securities |
|
|
2,861 |
|
|
|
|
|
|
|
|
|
|
|
2,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
40,661 |
|
|
$ |
37,800 |
|
|
$ |
|
|
|
$ |
2,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From December 31, 2008 through March 31, 2009, there was no change in the balances for the
major classes of assets measured at fair value using significant unobservable inputs (Level 3).
5. Goodwill and Intangible Assets
The carrying amounts of goodwill and intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
(In thousands) |
|
Goodwill |
|
$ |
39,171 |
|
|
$ |
39,114 |
|
|
|
|
|
|
|
|
Intangible assets consist of the following: |
|
|
|
|
|
|
|
|
Customer relationships |
|
$ |
2,907 |
|
|
$ |
2,927 |
|
Acquired methodologies/technology |
|
|
2,369 |
|
|
|
2,378 |
|
Intellectual property |
|
|
2,543 |
|
|
|
2,547 |
|
Panel |
|
|
1,690 |
|
|
|
1,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
|
9,509 |
|
|
|
9,553 |
|
Accumulated amortization |
|
|
(1,063 |
) |
|
|
(748 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net |
|
$ |
8,446 |
|
|
$ |
8,805 |
|
|
|
|
|
|
|
|
Amortization expense related to intangible assets was approximately $320,000
and $7,000 for the three months ended March 31, 2009 and 2008, respectively.
15
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
6. Commitments and Contingencies
Leases
The Company is obligated under various noncancelable operating leases for office facilities
and equipment. These leases generally provide for renewal options and escalation increases. Future
minimum payments under noncancelable lease agreements with initial terms of one year or more are as
follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
|
|
Capital |
|
|
Operating |
|
|
|
Leases |
|
|
Leases |
|
2009 |
|
$ |
766 |
|
|
$ |
4,023 |
|
2010 |
|
|
|
|
|
|
5,351 |
|
2011 |
|
|
|
|
|
|
5,034 |
|
2012 |
|
|
|
|
|
|
4,724 |
|
2013 |
|
|
|
|
|
|
4,340 |
|
Thereafter |
|
|
|
|
|
|
20,915 |
|
|
|
|
|
|
|
|
Total minimum lease payments |
|
|
766 |
|
|
$ |
44,387 |
|
|
|
|
|
|
|
|
|
Less amount representing interest |
|
|
(26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Present value of net minimum lease payments |
|
|
740 |
|
|
|
|
|
Less current portion |
|
|
(740 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations, long-term |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total rent expense was $1.2 million and $718,000 for the three months ended March 31, 2009 and
2008, respectively.
In January 2009, the Company amended an existing lease with a landlord and added approximately
7,264 square feet of additional space for its Seattle office. The base rent increased from
approximately $289,000 per annum to $672,000 and escalates 3% per annum over the lease term. The
lease expires May 2011. The Company consolidated the comScore and M:Metrics Seattle offices into
this expanded office in March 2009. In connection with this lease, the Company recorded $350,000
of deferred rent and capitalized assets as a result of landlord allowances. The deferred rent will
be applied to rent expense recognized by the Company over the lease term.
Contingencies
On March 31, 2009, the Company renewed its $5.0 revolving line of credit with Bank of America,
with an interest rate equal to BBA LIBOR rate plus an applicable margin based upon the funded debt
to unrestricted EBITDA ratio. This line of credit includes no restrictive financial covenants and
expires March 31, 2010. As of March 31, 2009, no amounts were borrowed against the line of credit
and $4.4 million of letters of credit were outstanding, leaving $600,000 available for additional
letters of credit or other borrowings. These letters of credit may be reduced periodically provided
the Company meets the conditional criteria of each related lease agreement. In April 2009, one
letter of credit was reduced by approximately $170,000 leaving $770,000 available for additional
letters of credit or other borrowings.
The Company has no asserted claims as of March 31, 2009, but is from time to time exposed to
unasserted potential claims encountered in the normal course of business. Although the outcome of
any legal proceedings cannot be predicted with certainty, management believes that the final
resolution of these matters will not materially affect the Companys consolidated financial
position or results of operations.
7. Income Taxes
The Companys tax provision for interim periods is calculated using an estimate of its
overall annual effective tax rate by applying the rate to ordinary book income before taxes in
accordance with the interim reporting requirements of SFAS No. 109, Accounting for Income Taxes,
APB Opinion No. 28, Interim Financial Reporting, and FASB Interpretation No. 18 Accounting for
Income Taxes in Interim Periods an interpretation of APB Opinion No. 28. Additionally, the
income tax effects of any extraordinary, significant unusual or infrequent items not included in
ordinary book income are determined separately and recognized in the period in which the items
arise.
During the three months ended March 31, 2009 and 2008, the Company recorded income tax
provisions of $1.2 million and $1.7 million, respectively,
resulting in effective tax rates of
80.90% and 39.87%, respectively. These effective tax rates differ from the Federal statutory rate
of 35% primarily due to state income taxes, foreign income taxes, and certain nondeductible
expenses such as certain stock compensation and meals and entertainment. In particular, during the
three month period ended March 31, 2009, a number of shares subject to restricted stock awards
vested during a time when our stock price was substantially lower than the fair value of those
shares at the time of grant. As a result, the deduction of the expense on such shares for the
purposes of calculating our income taxes was less than the amount of expense that was recognized for the
purposes of our financial statements. This shortfall of tax deductions would reduce additional
paid-in capital to the extent windfall tax benefits had been
previously realized. However, as described below, the
Company has not yet realized its windfall tax benefits because the tax benefits have not resulted
in a
16
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
reduction to current taxes payable. Therefore, the tax provision impact of the shortfall
totaling $503,000 has been included in income tax expense for the three month period ended March
31, 2009.
The exercise of certain stock options
during the three months ended March 31, 2009 and 2008,
respectively, generated income tax deductions equal to the excess of the fair market value over the
exercise price. In accordance with SFAS 123R, the Company will not recognize a deferred tax asset
with respect to the excess stock compensation deductions until those deductions actually reduce its
income tax liability. As such, the Company has not recorded a deferred tax asset related to the net
operating losses resulting from the exercise of these stock options in the accompanying financial
statements. At such time the Company utilizes its net operating losses to reduce income taxes
payable, the tax benefit will be recorded as an increase in additional paid-in capital.
As of March 31, 2009 and December 31, 2008, the Company had a valuation allowance of $2.9
million and $2.8 million, respectively, against certain deferred
tax assets, which were related to
the acquired deferred tax assets (primarily net operating loss carryforwards) of the M:Metrics UK
subsidiary and the deferred tax asset related to the impairment recognized on auction rate
securities. As of December 31, 2008, the Company concluded that it was more likely than not that a
portion of its U.S. deferred tax assets and deferred tax assets in certain foreign jurisdictions
would be realized and that a reduction in the deferred tax asset valuation allowance was necessary.
In making that determination, the Company considered the profitability achieved during 2008, the
successful integration of M:Metrics into the base business, and the continued maturity of the
online marketing industry, balanced against the current overall economic environment. As a result,
the Company reduced the valuation allowance against its deferred tax assets to $2.8 million as of
December 31, 2008.
As of March 31, 2009, the Company concluded that no events occurred during the three
months ended March 31, 2009 that would impact its valuation allowance against deferred tax assets.
Management will continue to evaluate its valuation allowance position on a regular basis. To the
extent the Company determines all or a portion of its valuation allowance is no longer necessary,
the Company will recognize an income tax benefit in the period such determination is made for the
reversal of the valuation allowance. If management determines
that, based on the weight of available evidence, it is
more-likely-than-not that some portion, or all, of the deferred tax
assets will not be realized, the Company may recognize an income tax
provision in that period. It is expected that any such reduction of
or addition to the Companys
valuation allowance would have a material impact on the Companys results from operations.
As of March 31, 2009 and December 31, 2008, the Company had approximately $240,000 of
unrecognized tax benefits. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits in tax expense. As of March 31, 2009 and December 31, 2008, the amount of
accrued interest expense on unrecognized tax benefits was not material.
The Company or one of its subsidiaries files income tax returns in the U.S. federal
jurisdiction and various state and foreign jurisdictions. For income tax returns filed by the
Company, the Company is no longer subject to U.S. federal, state and local tax examinations by tax
authorities for years before 2004, although carryforward tax attributes that were generated prior
to 2004 may still be adjusted upon examination by tax authorities if they either have been or will
be utilized.
8. Stockholders Equity
1999 Stock Option Plan and 2007 Equity Incentive Plan
Prior to the effective date of the registration statement for the Companys initial public
offering (IPO) on June 26, 2007, eligible employees and non-employees were awarded options to
purchase shares of the Companys common stock, restricted stock or restricted stock units pursuant
to the Companys 1999 Stock Plan (the 1999 Plan). Upon the effective date of the registration
statement of the Companys IPO, the Company ceased using the 1999 Plan for the issuance of new
equity awards. Upon the closing of the Companys IPO on July 2, 2007, the Company established its
2007 Equity Incentive Plan (the 2007 Plan and together with the 1999 Plan, the Plans). The 1999
Plan will continue to govern the terms and conditions of outstanding awards granted thereunder, but
no further shares are authorized for new awards under the 1999 Plan. As of December 31, 2008 and
March 31, 2009, the Plans provided for the issuance of a maximum of approximately 5.4 million
shares and 6.6 million shares, respectively, of common stock. In addition, the 2007 Plan provides
for annual increases in the number of shares available for issuance thereunder on the first day of
each fiscal year beginning with the 2008 fiscal year, equal to the lesser of: (i) 4% of the
outstanding shares of our common stock on the last day of the immediately preceding fiscal year;
(ii) 1,800,000 shares; or (iii) such other amount as the Companys board of directors may
determine. The vesting period of options granted under the Plans is determined by the Board of
Directors, although the vesting has historically been generally ratably over a four-year period.
Options generally expire 10 years from the date of the grant. Effective January 1, 2009, the shares
available for grant increased 1,165,205 pursuant to the automatic share reserve increase provision
under the Plans. Accordingly, as of March 31, 2009, 2,778,446 shares were available for future
grant under the 2007 Plan.
The Company estimates the fair value of stock option awards using the Black-Scholes option-pricing
formula and a single option award approach. The Company then amortizes the fair value of awards
expected to vest on a ratable straight-line basis over the requisite service periods of the awards,
which is generally the period from the grant date to the end of the vesting period. During the
three months ended March 31, 2009, no stock options were granted.
A summary of the Plans is presented below:
17
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
Weighted- |
|
Remaining |
|
Aggregate |
|
|
|
|
|
|
Average |
|
Contractual |
|
Intrinsic |
|
|
Number of |
|
Exercise |
|
Term |
|
Value (in |
|
|
Shares |
|
Price |
|
(in years) |
|
thousands) |
Options outstanding at December 31, 2008 |
|
|
1,453,370 |
|
|
$ |
2.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
177,959 |
|
|
$ |
0.69 |
|
|
|
|
|
|
$ |
1,371 |
|
Options forfeited |
|
|
8,992 |
|
|
$ |
5.28 |
|
|
|
|
|
|
|
|
|
Options expired |
|
|
947 |
|
|
$ |
6.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2009 |
|
|
1,265,472 |
|
|
$ |
2.46 |
|
|
|
5.49 |
|
|
$ |
12,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at March 31, 2009 |
|
|
1,124,248 |
|
|
$ |
1.92 |
|
|
|
5.26 |
|
|
$ |
11,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value for options outstanding and exercisable is calculated as
the difference between the exercise price of the underlying stock option awards and the quoted
market price of the Companys common stock at March 31, 2009.The aggregate intrinsic value of
exercised stock options is calculated based on the difference between the exercise price and the
quoted market price of the Companys common stock as of the close of the exercise date. As of
March 31, 2009, total unrecognized compensation expense related to non-vested stock options granted
prior to that date is estimated at $653,000, which the Company expects to recognize over a weighted
average period of approximately 0.83 years. Total unrecognized compensation expense is estimated
and may be increased or decreased in future periods for subsequent grants or forfeitures.
The Companys nonvested stock awards are comprised of restricted stock and restricted
stock units. The Company has a right of repurchase on such shares that lapse at a rate of
twenty-five percent (25%) of the total shares awarded at each successive anniversary of the initial
award date, provided that the employee continues to provide services to the Company. In the event
that an employee terminates their employment with the Company, any shares that remain unvested and
consequently subject to the right of repurchase shall be automatically reacquired by the Company at
the original purchase price paid by the employee. During the three months ended March 31, 2009,
51,117 forfeited shares of restricted stock have been repurchased by the Company at no cost. A
summary of the status for nonvested stock awards as of March 31, 2009 is presented as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
Weighted |
|
|
|
|
|
|
|
Restricted |
|
|
of Shares |
|
|
Average |
|
|
|
Restricted |
|
|
Stock |
|
|
Underlying |
|
|
Grant-Date Fair |
|
Nonvested Stock Awards |
|
Stock |
|
|
Units |
|
|
Awards |
|
|
Value | |
Nonvested at December 31, 2008 |
|
|
1,043,101 |
|
|
|
96,673 |
|
|
|
1,139,774 |
|
|
$ |
18.53 |
|
Granted |
|
|
689,839 |
|
|
|
66,970 |
|
|
|
756,809 |
|
|
|
8.02 |
|
Vested |
|
|
287,158 |
|
|
|
16,152 |
|
|
|
303,310 |
|
|
|
14.43 |
|
Forfeited |
|
|
51,117 |
|
|
|
|
|
|
|
51,117 |
|
|
|
23.32 |
|
|
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2009 |
|
|
1,394,665 |
|
|
|
147,491 |
|
|
|
1,542,156 |
|
|
$ |
14.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value for all non-vested shares of restricted common stock
and restricted stock units outstanding as of March 31, 2009 was $18.6 million. The weighted average
remaining contractual life for all non-vested shares of restricted common stock and restricted
stock units as of March 31, 2009 was 3.1 years.
The Company granted nonvested stock awards at no cost to recipients during the three
months ended March 31, 2009. As of March 31, 2009, total unrecognized compensation expense related
to non-vested restricted stock and restricted stock units was $19.6 million, which the Company
expects to recognize over a weighted average period of approximately 1.98 years. Total unrecognized
compensation expense may be increased or decreased in future periods for subsequent grants or
forfeitures.
Of the 303,310 shares of the Companys restricted stock and restricted stock units
vesting during the three months ended March 31, 2009, the Company repurchased 107,738 shares at an
aggregate purchase price of approximately $1.1 million pursuant to the stockholders right under
the Plans to elect to use common stock to satisfy tax withholding obligations.
Shares Reserved for Issuance
At March 31, 2009, the Company had reserved for future issuance the following shares of
common stock upon the exercise of options and warrants:
|
|
|
|
|
Common stock available for future issuances under the Plans |
|
|
2,778,446 |
|
Common stock available for outstanding options and restricted stock units |
|
|
1,412,963 |
|
Common stock warrants |
|
|
26,375 |
|
|
|
|
| |
|
|
|
|
4,217,784 |
|
|
|
|
|
|
18
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
9. Geographic Information
The Company attributes revenues to customers based on the location of the customer. The
composition of the Companys sales to unaffiliated customers between those in the United States and
those in other locations for the three months ended March 31, 2009 and 2008 is set forth below:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Unaudited) |
|
|
|
(In thousands) |
|
United States |
|
$ |
25,990 |
|
|
$ |
23,017 |
|
Canada |
|
|
1,444 |
|
|
|
1,413 |
|
United Kingdom/Other |
|
|
3,190 |
|
|
|
1,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
30,624 |
|
|
$ |
26,370 |
|
|
|
|
|
|
|
|
|
The composition of the Companys property and equipment between those in the United
States and those in other countries as of the end of each period is set forth below: |
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
(In thousands) |
|
United States |
|
$ |
18,165 |
|
|
$ |
17,468 |
|
Canada |
|
|
48 |
|
|
|
66 |
|
United Kingdom/Other |
|
|
141 |
|
|
|
163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
18,354 |
|
|
$ |
17,697 |
|
|
|
|
|
|
|
|
19
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial statements and the related
notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. In addition to
historical financial information, the following discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. Our actual results and timing of
selected events may differ materially from those anticipated in these forward-looking statements as
a result of many factors, including those discussed under Risk factors and elsewhere in this
document. See also Cautionary Notes Concerning Forward-Looking
Statements at the beginning of this Quarterly Report on Form 10-Q.
Overview
We provide a leading digital marketing intelligence platform that helps our customers
make better-informed business decisions and implement more effective digital business strategies.
Our products and solutions offer our customers deep insights into consumer behavior, including
objective, detailed information regarding usage of their online properties and those of their
competitors, coupled with information on consumer demographic characteristics, attitudes,
lifestyles and offline behavior.
Our digital marketing intelligence platform is comprised of proprietary databases and a
computational infrastructure that measures, analyzes and reports on digital activity. The
foundation of our platform is data collected from our comScore panel of more than two million
Internet users worldwide who have granted us explicit permission to confidentially measure their
Internet usage patterns, online and certain offline buying behavior and other activities. By
applying advanced statistical methodologies to our panel data, we project consumers online
behavior for the total online population and a wide variety of user categories.
We deliver our digital marketing intelligence through our comScore Media Metrix product
family, through our comScore Marketing Solutions products and since May 2008 through our M:Metrics
products suite. Media Metrix delivers digital media intelligence by providing an independent,
third-party measurement of the size, behavior and characteristics of Web site and online
advertising network audiences among home, work and university Internet users as well as insight
into the effectiveness of online advertising. Our Marketing Solutions products combine the
proprietary information gathered from the comScore panel with the vertical industry expertise of
comScore analysts to deliver digital marketing intelligence, including the measurement of online
advertising effectiveness, customized for specific industries. We typically deliver our Media
Metrix products electronically in the form of weekly, monthly or quarterly reports. Customers can
access current and historical Media Metrix data and analyze these data anytime online. Our
M:Metrics products suite connects mobile consumer behavior, content merchandising, and device
capabilities to provide comprehensive mobile market intelligence. Customers can access our
M:Metrics data sets and reports anytime online. Our Marketing Solutions products are typically
delivered on a monthly, quarterly or ad hoc basis through electronic reports and analyses.
Our company was founded in August 1999. By 2000, we had established a panel of Internet users
and began delivering digital marketing intelligence products that measured online browsing and
buying behavior to our first customers. We also introduced netScore, our initial syndicated
Internet audience measurement product. We accelerated our introduction of new products in 2003 with
the launch of Plan Metrix (formerly AiM 2.0), qSearch, and the Campaign R/F (Reach and Frequency)
analysis system and product offerings that measure online activity at the local market level. By
2004, we had built a global panel of over two million Internet users. In that year, in cooperation
with Arbitron, we launched a service that provides ratings of online radio audiences. In 2005, we
expanded our presence in Europe by opening an office in London. In 2006, we continued to expand our
measurement capabilities with the launch of World Metrix, a product that provides worldwide data on
digital media usage, and Video Metrix, our product that measures the audience for streaming online
video. In 2007, we completed our initial public offering, resulting in the sale and issuance by us
of 5,000,000 shares of our common stock, and we also launched ten new products during that year,
including Campaign Metrix, qSearch 2.0, Ad Metrix, Brand Metrix, Segment Metrix and comScore
Marketer. During the first quarter of 2008, we launched Ad Metrix-Advertiser View, a tool for
agencies and publishers designed to support their media buying and selling activities and supply
their competitive intelligence needs. In April 2008, we launched the second generation of our media
planning product, Plan Metrix, and increased the frequency of reporting from semi-annual to a
monthly cycle. In October 2008, we launched Extended Web Measurement which allows the tracking of
distributed web content across third party sites, such as video, music, gaming applications,
widgets and social media. It enables publishers to report audience reach and characteristics of
their various advertising sales packages providing them with the ability to market those packages
more effectively.
We have complemented our internal development initiatives with select acquisitions. On June 6,
2002, we acquired certain Media Metrix assets from Jupiter Media Metrix, Inc. Through this
acquisition, we acquired certain Internet audience measurement services that report details of Web
site usage and visitor demographics. On July 28, 2004, we acquired the outstanding stock of Denaro
and Associates, Inc, otherwise known as Q2 Brand Intelligence, Inc. or Q2, to improve our ability
to provide our customers more robust survey research integrated with our underlying digital
marketing intelligence platform. On January 4, 2005, we acquired the assets and assumed certain
liabilities of SurveySite Inc., or SurveySite. Through this acquisition, we acquired proprietary
Internet-based data-collection technologies and increased our customer penetration and revenues in
the survey business. On May 28, 2008, we acquired the outstanding stock of M:Metrics, Inc. to
expand our abilities to provide our customers a more robust solution for the mobile medium
Our total revenues have grown to $117.4 million during the fiscal year ending December 31,
2008 and $30.6 million for the first quarter of 2009 from $50.2 million during the fiscal year
ended December 31, 2005. By comparison, our total expenses from operations have grown to
20
$106.4 million for the year ended 2008 and $29.4 for the first quarter of 2009 from $54.1 million
during the fiscal year ended December 31, 2005. The growth in our revenues during this period was
primarily the result of:
|
|
|
increased sales to existing customers, as a result of our efforts to deepen our relationships
with these clients by increasing their awareness of, and confidence in, the value of our
digital marketing intelligence platform; |
|
|
|
|
growth in our customer base through the addition of new customers; |
|
|
|
|
increases in the prices of our products and services; |
|
|
|
|
the sales of new products to existing and new customers; |
|
|
|
|
growth in sales outside of the U.S. as a result of entering into new international markets; and |
|
|
|
|
growth from the acquisition of M:Metrics. |
As of March 31, 2009, we had 1,181 customers, compared to 565 as of December 31, 2005. We sell
most of our products through our direct sales force.
As a result of the recent global financial crisis in the credit markets, softness in the
housing markets, difficulties in the financial services sector and continuing economic
uncertainties, the direction and relative strength of the U.S. and global economies have become
increasingly uncertain. During the three months ended March 31, 2009, we experienced a limited
number of our current and potential customers ceasing, delaying or reducing renewals of existing
subscriptions and purchases of new or additional services and products presumably due to the
effects of the current economic downturn. Further, certain of our existing customers have exited
the market due to industry consolidation and bankruptcy in connection with these challenging
economic conditions. Despite this economic downturn, we continued to add net new customers during
the first quarter of 2009, and our existing customers renewed their subscriptions at a rate of over
90% based on revenue renewed in the quarter ended March 31, 2009. However, if these adverse
economic conditions continue or further deteriorate, our operating results could be adversely
affected.
Our Revenues
We derive our revenues primarily from the fees that we charge for subscription-based
products and customized projects. We define subscription-based revenues as revenues that we
generate from products that we deliver to a customer on a recurring basis. We define project
revenues as revenues that we generate from customized projects that are performed for a specific
customer on a non-recurring basis. We market our subscription-based products, customized projects
and survey services within the comScore Media Metrix product family, comScore Marketing Solutions
and through our mobile solutions.
A significant characteristic of our business model is our large percentage of
subscription-based contracts. Subscription-based revenues accounted for 78% of our total revenues
in 2004 and decreased to 70% of total revenues in 2005 primarily due to the acquisition of
SurveySite. Subscription-based revenue increased to 75% of total revenues in 2006, to 79% of total
revenues in 2007, to 83% of total revenues in 2008, and to 87% during the three months ended
March 31, 2009.
Many of our customers who initially purchased a customized project have subsequently
purchased one of our subscription-based products. Similarly, many of our subscription-based
customers have subsequently purchased additional customized projects.
Historically, we have generated most of our revenues from the sale and delivery of our
products to companies and organizations located within the United States. We intend to expand our
international revenues by selling our products and deploying our direct sales force model in
additional international markets in the future. For the year ended December 31, 2008, our
international revenues were $16.5 million, an increase of $6.4 million, or 63% compared to 2007.
For the three months ended March 31, 2009, our international revenues were $4.6 million, an
increase of $1.2 million or 35% over international revenues of $3.4 million for the three months
ended March 31, 2008. International revenues comprised approximately 12%, 14% and 15% of our total
revenues for the fiscal years ended December 31, 2007 and 2008 and the three months ended March 31,
2009, respectively.
We anticipate that revenues from our U.S. customers will continue to constitute the
substantial majority of our revenues, but we expect that revenues from customers outside of the
U.S. will increase as a percentage of total revenues as we build greater international recognition
of our brand and expand our sales operations globally.
21
Subscription Revenues
We generate a significant proportion of our subscription-based revenues from our Media Metrix
product family. Products within the Media Metrix family include Media Metrix 2.0, Plan Metrix,
World Metrix, Video Metrix and Ad Metrix. These product offerings provide subscribers with
intelligence on digital media usage, audience characteristics, audience demographics and online and
offline purchasing behavior. Customers who subscribe to our Media Metrix products are provided with
login IDs to our Web site, have access to our database and can generate reports at anytime.
We also generate subscription-based revenues from certain reports and analyses provided
through comScore Marketing Solutions, if that work is procured by customers for at least a nine
month period and the customer enters into an agreement to continue or extend the work. Through our
Marketing Solutions products, we deliver digital marketing intelligence relating to specific
industries, such as automotive, consumer packaged goods, entertainment, financial services, media,
pharmaceutical, retail, technology, telecommunications and travel. This marketing intelligence
leverages our global consumer panel and extensive database to deliver information unique to a
particular customers needs on a recurring schedule, as well as on a continual-access basis. Our
Marketing Solutions customer agreements typically include a fixed fee with an initial term of at
least one year. We also provide these products on a non-subscription basis as described under
Project Revenues below.
In addition, we generate subscription-based revenues from survey products that we sell to our
customers. In conducting our surveys, we generally use our global Internet user panel. After
questionnaires are distributed to the panel members and completed, we compile their responses and
then deliver our findings to the customer, who also has ongoing access to the survey response data
as they are compiled and updated over time. These data include responses and information collected
from the actual survey questionnaire and can also include behavioral information that we passively
collect from our panelists. If a customer contractually commits to having a survey conducted on a
recurring basis, we classify the revenues generated from such survey products as subscription-based
revenues. Our contracts for survey services typically include a fixed fee with terms that range
from two months to one year.
Project Revenues
We generate project revenues by providing customized information reports to our customers
on a nonrecurring basis through comScore Marketing Solutions. For example, a customer in the media
industry might request a custom report that profiles the behavior of the customers active online
users and contrasts their market share and loyalty with similar metrics for a competitors online
user base. If this customer continues to request the report beyond an initial project term of at
least nine months and enters into an agreement to purchase the report on a recurring basis, we
begin to classify these future revenues as subscription-based.
In 2007, we launched Campaign Metrix, a suite of products that enables our customers to
measure their return on investment from their investment in digital marketing campaigns and that we
believe will help their revenue growth. In 2008, we also launched Brand Metrix, which shows
customers the test compared to control effectiveness of a campaign using survey-based metrics that
we collect for our Ad Recruit technology. Project revenues from Campaign Metrix and Brand Metrix
are generated when a customer accesses or downloads a report through our Web site. Pricing for our
Campaign Metrix and Brand Metrix products are presently based on the scope of the information
provided in the report generated by the customer.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are
based on our consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the U.S. The preparation of these financial statements
requires us to make estimates, assumptions and judgments that affect the amounts reported in our
financial statements and the accompanying notes. We base our estimates on historical experience and
on various other assumptions that we believe to be reasonable under the circumstances. Actual
results may differ from these estimates. While our significant accounting policies are described in
more detail in the notes to our consolidated financial statements included in Item 1 of this
Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31,
2008, we believe the following accounting policies to be the most critical to the judgments and
estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
We recognize revenues in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 104, Revenue Recognition (SAB 104). SAB 104 requires that four basic
criteria must be met prior to revenue recognition: (i) persuasive evidence of an arrangement
exists, (ii) delivery has occurred or the services have been rendered, (iii) the fee is fixed or
determinable, and (iv) collection of the resulting receivable is reasonably assured.
We generate revenues by providing access to our online database or delivering information
obtained from our database, usually in the form of periodic reports. Revenues are typically
recognized on a straight-line basis over the period in which access to data or reports are
provided, which generally ranges from three to 24 months.
22
We also generate revenues through survey services under contracts ranging in term from two
months to one year. Our survey services consist of survey and questionnaire design with subsequent
data collection, analysis and reporting. We recognize revenues on a straight-line basis over the
estimated data collection period once the survey or questionnaire design has been delivered. Any
change in the estimated data collection period results in an adjustment to revenues recognized in
future periods.
Certain of our arrangements contain multiple elements, consisting of the various services we
offer. Multiple element arrangements typically consist of a subscription to our online database
combined with customized services. These arrangements are accounted for in accordance with Emerging
Issues Task Force (EITF) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables . We
have determined that there is not objective and reliable evidence of fair value for any of our
services and, therefore, account for all elements in multiple elements arrangements as a single
unit of accounting. Access to data under the subscription element is generally provided shortly
after the execution of the contract. However, the initial delivery of customized services generally
occurs subsequent to contract execution. We recognize the entire arrangement fee over the
performance period of the last deliverable. As a result, the total arrangement fee is recognized on
a straight-line basis over the period beginning with the commencement of the last customized
service delivered.
Generally, our contracts are non-refundable and non-cancelable. In the event a portion of a
contract is refundable, revenue recognition is delayed until the refund provisions lapse. A limited
number of customers have the right to cancel their contracts by providing us with written notice of
cancellation. In the event that a customer cancels its contract, it is not entitled to a refund for
prior services, and it will be charged for costs incurred plus services performed up to the
cancellation date.
Advance payments are recorded as deferred revenues until services are delivered or obligations
are met and revenue can be recognized. Deferred revenues represent the excess of amounts invoiced
over amounts recognized as revenues.
Fair Value Measurements
As of January 1, 2008, we adopted Statement of Financial Accounting Standards
(SFAS) No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 clarifies that fair value
is an exit price, representing the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants. As such, fair value is
a market-based measurement that should be determined based on assumptions that market participants
would use in pricing an asset or liability. As a basis for considering such assumptions,
SFAS No. 157 establishes a three-tier value hierarchy, which prioritizes the inputs used in
measuring fair value as follows:
Level 1 observable inputs such as quoted prices in active markets;
Level 2 inputs other than the quoted prices in active markets that are observable either directly
or indirectly;
Level 3 unobservable inputs of which there is little or no market data, which require the Company
to develop its own assumptions.
This hierarchy requires the use of observable market data, when available, and to minimize the
use of unobservable inputs when determining fair value. On a recurring basis, we measure our
marketable securities at fair value and determine the appropriate classification level for each
reporting period. This determination requires significant judgments to be made by us.
Our investment instruments are classified within Level 1 or Level 3 of the fair value
hierarchy. Level 1 investment instruments are valued using quoted market prices. Level 3
instruments are valued using a discounted cash flow model that takes into consideration the
securities coupon rate, the financial condition of the issuers and the bond insurers, the expected
date liquidity will be restored, as well as an applied illiquidity discount. The types of
instruments valued based on quoted market prices in active markets include all U.S. government and
agency securities. Such instruments are generally classified within Level 1 of the fair value
hierarchy. The types of instruments valued based on significant unobservable inputs include the
illiquid auction rate securities. Such instruments are classified within Level 3 of the fair value
hierarchy.
Goodwill and Intangible Assets
We record goodwill and intangible assets when we acquire other businesses. The allocation of
acquisition costs to intangible assets and goodwill involves the extensive use of managements
estimates and assumptions, and the result of the allocation process can have a significant impact
on our future operating results. We estimate the fair value of identifiable intangible assets
acquired using several different valuation approaches, including the replacement cost, income and
market approaches. The replacement cost approach is based on determining the discrete cost of
replacing or reproducing a specific asset. We generally use the replacement cost approach for
estimating the value of acquired technology/methodology assets. The income approach converts the
anticipated economic benefits that we assume will be realized from a given asset into value. Under
this approach, value is measured as the present worth of anticipated future net cash flows
generated by an asset. We generally use the income approach to value customer relationship assets
and non-compete agreements. The market approach compares the acquired asset to similar assets that
have been sold. We generally use the market approach to value trademarks and brand assets.
23
Under SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), intangible assets with
finite lives are amortized over their useful lives while goodwill and indefinite lived assets are
not amortized, but rather are periodically tested for impairment. An impairment review generally
requires developing assumptions and projections regarding our operating performance. In accordance
with SFAS 142, we have determined that all of our goodwill is associated with one reporting unit as
we do not operate separate lines of business with respect to our services. Accordingly, on an
annual basis we perform the impairment assessment for goodwill required under SFAS 142 at the
enterprise level by comparing the fair value of our reporting unit to its carrying value including
goodwill recorded by the reporting unit. If the carrying value exceeds the fair value, impairment
is measured by comparing the implied fair value of the goodwill to its carrying value and any
impairment determined is recorded in the current period. If our estimates or the related
assumptions change in the future, we may be required to record impairment charges to reduce the
carrying value of these assets, which could be material. There were no indicators of impairment
suggesting that an interim assessment was necessary for goodwill during the three months ended
March 31, 2009 and 2008.
Long-lived assets
Our long-lived assets primarily consist of property and equipment and intangible assets. In
accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we
evaluate the recoverability of our long-lived assets for impairment whenever events or changes in
circumstances indicate the carrying value of such assets may not be recoverable. If an indication
of impairment is present, we compare the estimated undiscounted future cash flows to be generated
by the asset to its carrying amount. Recoverability measurement and estimation of undiscounted cash
flows are grouped at the lowest level for which identifiable cash flows are largely independent of
the cash flows of other assets and liabilities. If the undiscounted future cash flows are less than
the carrying amount of the asset, we record an impairment loss equal to the excess of the assets
carrying amount over its fair value. The fair value is determined based on valuation techniques
such as a comparison to fair values of similar assets or using a discounted cash flow analysis.
Although we believe that the carrying values of our long-lived assets are appropriately stated,
changes in strategy or market conditions or significant technological developments could
significantly impact these judgments and require adjustments to recorded asset balances. There were
no impairment charges recognized during the three months ended March 31, 2009 or 2008.
Allowance for Doubtful Accounts
We manage credit risk on accounts receivable by performing credit evaluations of our
customers for existing customers coming up for renewal as well as all prospective new customers, by
reviewing our accounts and contracts and by providing appropriate allowances for uncollectible
amounts. Allowances are based on managements judgment, which considers historical experience and
specific knowledge of accounts that may not be collectible. We make provisions based on our
historical bad debt experience, a specific review of all significant outstanding invoices and an
assessment of general economic conditions. If the financial condition of a customer deteriorates,
resulting in an impairment of its ability to make payments, additional allowances may be required.
Income Taxes
We account for income taxes using the liability method in accordance with SFAS No. 109,
Accounting for Income Taxes. We estimate our tax liability through calculations we perform for the
determination of our current tax liability, together with assessing temporary differences resulting
from the different treatment of items for income tax and financial reporting purposes. These
differences result in deferred tax assets and liabilities, which are recorded on our balance sheet.
We then assess the likelihood that deferred tax assets will be recovered in future periods. In
assessing the need for a valuation allowance against the net deferred tax asset, we consider
factors such as future reversals of existing taxable temporary differences, taxable income in prior
carryback years, if carryback is permitted under the tax law, tax planning strategies and future
taxable income exclusive of reversing temporary differences and carryforwards.
In evaluating projections of future taxable income, we consider our history of profitability, the
competitive environment, the overall outlook for the online marketing industry and general economic
conditions. In addition, we consider the timeframe over which it would take to utilize the deferred
tax assets prior to their expiration. To the extent that
we cannot conclude that it is more likely than not that the benefit of such assets will be
realized, we establish a valuation allowance to adjust the net carrying value of such assets.
As of March 31, 2009, we had both federal and state net operating loss carryforwards for
tax purposes of approximately $61.9 million and $32.6 million, respectively. These net operating
loss carryforwards will begin to expire in 2021 for federal and in 2014 for state income tax
reporting purposes. In addition, at March 31, 2009, we had an aggregate net operating loss
carryforward for tax purposes related to our foreign subsidiaries of
$9.7 million, which begins to
expire in 2014.
As of March 31, 2009 and
December 31, 2008, we recorded valuation allowances against
certain
deferred tax assets of $2.9 million and $2.8 million, respectively. At March 31, 2009 and
December 31, 2008, the remaining valuation allowance related to the acquired deferred tax assets of
our M:Metrics UK subsidiary and the deferred tax asset related to the impairment recorded on our
marketable securities in the U.S.
24
As of December 31, 2008, we concluded that it was more likely than not that a substantial
portion of our U.S. deferred tax assets and deferred tax assets in certain foreign jurisdictions
would be realized and that a further reduction of our valuation allowance was necessary. In making
that determination, we considered the profitability achieved during 2008, the successful
integration of M:Metrics into the base business, and the continued maturity of the online marketing
industry, balanced against the current overall economic environment. As a result, we recorded a
reduction in the deferred tax asset valuation allowance of approximately $20.4 million. As of March
31, 2009, we concluded that no events occurred during the three months ended March 31, 2009 that
would impact our valuation allowance against deferred tax assets.
The exercise of stock options during the three months ended March 31, 2009 and 2008 generated
income tax deductions equal to the excess of the fair market value over the exercise price. In
accordance with SFAS No. 123R, Share Based Compensation (SFAS 123R), we will not recognize a
deferred tax asset with respect to the excess stock compensation deductions until those deductions
actually reduce our income tax liability. As such, we have not recorded a deferred tax asset
related to the net operating losses resulting from the exercise of these stock options in the
accompanying financial statements. At such time as we utilize these net operating losses to reduce
income tax payable, the tax benefit will be recorded as an increase in additional paid in capital.
During the three month period ended March 31, 2009, a number of shares subject to restricted
stock awards vested during a time when our stock price was substantially lower than the fair value
of those shares at the time of grant. As a result, the deduction of the expense for the purposes of
calculating our taxes was less than the amount of expense that was recognized for the purposes of
our financial statements. This shortfall of tax deductions would ordinarily reduce additional
paid-in capital to the extent windfall tax benefits had been previously realized. However, we have
not yet realized windfall tax benefits because the tax benefits have not resulted in a reduction to
current taxes payable. Therefore, the tax provision impact of the shortfall totaling $503,000 has
been included in income tax expense for the three month period ended March 31, 2009. Looking
forward, we expect our income tax provisions for future reporting periods of 2009 will be impacted
by this stock compensation tax deduction shortfall. We cannot predict the stock compensation
shortfall impact because of dependency upon future market price performance of our stock.
In June 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty
in Income Taxes, an interpretation of SFAS No. 109. This interpretation clarifies the accounting
for income taxes by prescribing that a company should use a more-likely-than-not recognition
threshold based on the technical merits of the tax position taken. Tax provisions that meet the
more-likely-than-not recognition threshold should be measured as the largest amount of tax
benefits, determined on a cumulative probability basis, which is more likely than not to be
realized upon ultimate settlement in the financial statements. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting for interim periods, disclosure
and transition, and explicitly excludes income taxes from the scope of SFAS No. 5, Accounting for
Contingencies. FIN 48 is effective for fiscal years beginning after December 15, 2006, and was
adopted by us on January 1, 2007. As of the adoption date of FIN 48 on January 1, 2007, we did not
have any material gross unrecognized tax benefits. As of March 31, 2009 and December 31, 2008, we
had unrecognized tax benefits of $240,000 on a tax affected basis. It is our policy to recognize
interest and penalties related to income tax matters in income tax expense. As of March 31, 2009
and December 31, 2008, the amount of accrued interest expense on unrecognized tax benefits was not
material. We or one of our subsidiaries files income tax returns in the U.S. federal jurisdiction
and various states and foreign jurisdictions. For income tax returns filed by us, we are no longer
subject to U.S. federal, state and local tax examinations by tax authorities for years before 2004,
although carryforward tax attributes that were generated prior to 2004 may still be adjusted upon
examination by tax authorities if they either have been or will be utilized.
Stock-Based Compensation
We recognize stock-based compensation in accordance with SFAS 123R. SFAS 123R requires
the measurement and recognition of compensation expense for share-based awards based on estimated
fair value on the date of grant. We estimate the fair value of our stock option awards on the date
of grant using the Black-Scholes option-pricing model. The determination of fair value using the
Black-Scholes model requires a number of complex and subjective variables. Key variables in the
Black-Scholes option-pricing model include the expected volatility of our common stock price, the
expected term of the award and the risk-free interest rate. In addition, under SFAS 123R, we are
required to estimate forfeitures of unvested awards when recognizing compensation expense.
If factors change and we employ different assumptions in the application of SFAS 123R in
future periods, the compensation expense we record may differ significantly from what we have
previously recorded. Beginning in 2007, we made use of restricted stock awards and reduced our use
of stock options as a form of stock-based compensation.
At March 31, 2009, total estimated unrecognized compensation expense related to
unvested stock-based awards granted prior to that date was $20.2 million, which is expected to be
recognized over a weighted-average period of 1.94 years.
The actual amount of stock-based compensation expense we record in any fiscal period will
depend on a number of factors, including the number of shares subject to restricted stock and/or
stock options issued, the fair value of our common stock at the time of issuance and the
25
expected
volatility of our stock price over time. In addition, changes to our incentive compensation plan
that heavily favor stock-based compensation are expected to cause stock-based compensation expense
to increase in absolute dollars.
Seasonality
Historically, a slightly higher percentage of our customers have renewed their
subscription products with us during the fourth quarter.
Results of Operations
The following table sets forth selected consolidated statements of operations data as a
percentage of total revenues for each of the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Unaudited) |
|
Revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
32.8 |
|
|
|
26.6 |
|
Selling and marketing |
|
|
34.2 |
|
|
|
33.9 |
|
Research and development |
|
|
13.1 |
|
|
|
11.6 |
|
General and administrative |
|
|
14.7 |
|
|
|
14.7 |
|
Amortization |
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses from operations |
|
|
95.8 |
|
|
|
86.8 |
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
4.2 |
|
|
|
13.2 |
|
Interest income, net |
|
|
0.6 |
|
|
|
3.1 |
|
Loss from foreign currency |
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
4.8 |
|
|
|
16.1 |
|
Provision for income taxes |
|
|
(3.9 |
) |
|
|
(6.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
0.9 |
% |
|
|
9.7 |
% |
|
|
|
|
|
|
|
Three Month Period ended March 31, 2009 compared to the Three Month Period ended March 31, 2008
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Change |
|
|
2009 |
|
2008 |
|
$ |
|
% |
|
|
(Unaudited) |
|
|
(In thousands) |
Total revenues |
|
$ |
30,624 |
|
|
$ |
26,370 |
|
|
$ |
4,254 |
|
|
|
16.1 |
% |
26
Total revenues increased by approximately $4.3 million in the three months ended March 31,
2009 as compared to the same period in 2008. The revenue growth was primarily due to a combination
of increased sales to our existing customer base and continued growth of our customer base. Our
total customer base grew by a net increase of 233 customers to 1,181 customers at March 31, 2009
from 948 at March 31, 2008. Sales to existing customers based in the U.S. totaled $23.3 million in
the three months ended March 31, 2009, which was $3.6 million higher than in the same period in
2008. In addition, revenues from new U.S. customers in the three months ended March 31, 2009 were
$2.7 million, a decrease of approximately $700,000 as compared to the three months ended March 31,
2008. Despite the decrease in revenues from new U.S. customer, revenues from customers outside of
the U.S. totaled approximately $4.6 million, or approximately 15% of total revenues, in the three
months ended March 31, 2009, which was an increase of $1.2 million as compared to the same period
in 2008. This increase was due primarily to our ongoing expansion efforts in Europe, Canada, Asia
and Latin America.
We experienced continued revenue growth in subscription revenues, which increased by
approximately $5.0 million from $21.5 million during the three months ended March 31, 2008 to $26.5
million during the three months ended March 31, 2009. Our project-based revenues, decreased by
$800,000 from $4.9 million in the three months ended March 31, 2008 to $4.1 million in the three
months ended March 31, 2009. We believe that this decrease may be mostly attributable to the impact
of general economic conditions upon our customers budgets and capacity for spending on market
research.
Cost of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Change |
|
|
2009 |
|
2008 |
|
$ |
|
% |
|
|
(Unaudited) |
|
|
(In thousands) |
Total cost of revenues |
|
$ |
10,036 |
|
|
$ |
7,017 |
|
|
$ |
3,019 |
|
|
|
43.0 |
% |
As a percentage of revenues |
|
|
32.8 |
% |
|
|
26.6 |
% |
|
|
|
|
|
|
|
|
Cost of revenues consists primarily of expenses related to operating our network
infrastructure, producing our products, and the recruitment, maintenance and support of our
consumer panels. Expenses associated with these areas include the salaries, stock-based
compensation, and related personnel expenses of network operations, survey operations, custom
analytics and technical support, all of which are expensed as they are incurred. Cost of revenues
also includes data collection costs for our products, operational costs associated with our data
centers, including depreciation expense associated with computer equipment, and allocated overhead.
Cost of revenues increased by approximately $3.0 million during the three months ended
March 31, 2009 as compared to the three months ended March 31, 2008. This increase was primarily
due to a $1.3 million increase in panel, data and bandwidth costs in support of our consumer panel.
In addition, we experienced an approximately $1.1 million increase in employee salaries, benefits,
and stock-based compensation costs associated with an expanded workforce hired to support a larger
product and customer base than in the first quarter of 2008. In
addition, we attribute approximately $470,000 to
increases in allocated overhead costs such as depreciation and rent. Cost of revenues increased as
a percentage of revenues by 6.2 percentage points during the three months ended March 31, 2009 over
the same period in 2008. This increase was primarily due to the increase in costs to build and
maintain our panel to support future growth. In addition, the headcount and costs associated with
our technology staff grew at a faster rate relative to our revenue growth.
We expect cost of revenues to increase in absolute dollar amounts as we continue to grow
our business but vary as a percentage of revenues depending on whether we benefit from investments
in our panel and network infrastructure and benefit from the synergies resulting from the
integration of M:Metrics for our panel recruiting activities.
Selling and Marketing Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Change |
|
|
2009 |
|
2008 |
|
$ |
|
% |
|
|
(Unaudited) |
|
|
(In thousands) |
Total selling and marketing expense |
|
$ |
10,486 |
|
|
$ |
8,945 |
|
|
$ |
1,541 |
|
|
|
17.2 |
% |
As a percentage of revenues |
|
|
34.2 |
% |
|
|
33.9 |
% |
|
|
|
|
|
|
|
|
Selling and marketing expenses consist primarily of salaries, benefits, commissions,
bonuses, and stock-based compensation paid to our direct sales force and industry analysts, as well
as costs related to online and offline advertising, product management, industry conferences,
promotional materials, public relations, other sales and marketing programs, and allocated
overhead, including rent and depreciation. All selling
27
and marketing costs are expensed as they are incurred. Commission plans are developed for
our account managers with criteria and size of sales quotas that vary depending upon the
individuals role. Commissions are paid to a salesperson and are expensed as selling and marketing
costs when a sales contract is executed by both the customer and us. In the case of multi-year
agreements, one year of commissions is paid initially, with the remaining amounts paid at the
beginning of the succeeding years.
Selling and marketing expenses increased by $1.5 million during the three months ended
March 31, 2009 as compared to the three months ended March 31, 2008. This increase was primarily
due to a $685,000 increase in employee salaries, benefits and related costs associated with an
increase in account management personnel for our sales force, the formation of our product
management team, our expansion in foreign markets and the additional costs related to our
acquisition of M:Metrics that did not exist in the first quarter of 2008. We also
experienced a $692,000 increase in stock-based compensation as compared to the same period in 2008
due to our increased use of equity compensation for our sales and marketing employees and increased
hiring of personnel in these departments in recent periods. Our selling and marketing headcount
totaled 248 employees as of March 31, 2009, an increase of 36 employees as compared to March 31,
2008. In addition, we also experienced an increase allocation of overhead costs such as rent due
to the increased headcount and size of our sales and marketing functions and overall increase in
overhead costs. Selling and marketing expenses as a percentage of revenues increased slightly in
the three months ended March 31, 2009 as compared to the same period in 2008 due to increased costs
relative to the revenue generated for the period.
We expect selling and marketing expenses to increase in absolute dollar amounts as we
continue to grow our selling and marketing efforts but to vary in future periods as a percentage of
revenues depending on whether we benefit from increased productivity in our sales force and from
increased revenues resulting in part from our ongoing marketing initiatives.
Research and Development Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Change |
|
|
2009 |
|
2008 |
|
$ |
|
% |
|
|
(Unaudited) |
|
|
(In thousands) |
Total research and development expense |
|
$ |
4,005 |
|
|
$ |
3,070 |
|
|
$ |
935 |
|
|
|
30.5 |
% |
As a percentage of revenues |
|
|
13.1 |
% |
|
|
11.6 |
% |
|
|
|
|
|
|
|
|
Research and development expenses include new product development costs, consisting
primarily of salaries, benefits, stock-based compensation and related costs for personnel
associated with research and development activities, fees paid to third parties to develop new
products and allocated overhead, including rent and depreciation.
Research and development expenses increased by $935,000 during the three months ended
March 31, 2009 as compared to the three months ended March 31, 2008. This increase was primarily
due to a $570,000 increase in employee salaries, benefits and related costs associated with the
increase in headcount and our continued focus on developing new products. We also experienced a
$124,000 increase in stock-based compensation as compared to the same period in 2008 due to our
increased use of equity compensation as well as our increased headcount, and a small increase in
costs paid to outsourced service providers to support our development of new products. In addition,
we also experienced an increase allocation of overhead costs such as rent due to the increased
headcount and size of our research and development functions and overall increase in overhead
costs. Research and development costs increased as a percentage of revenues for the three months
ended March 31, 2009 as compared to the same period in 2008 primarily due to our investments in
research and development new product initiatives relative to our growth in revenues.
We expect research and development expenses to increase in absolute dollar amounts as we
continue to enhance and expand our product offerings. As a result of the size and diversity of our
panel and our historical investment in our technology infrastructure, we expect that we will be
able to develop new products with moderate increases in research and development spending as
compared to our growth in revenues.
General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Change |
|
|
2009 |
|
2008 |
|
$ |
|
% |
|
|
(Unaudited) |
|
|
(In thousands) |
Total general and administrative expense |
|
$ |
4,507 |
|
|
$ |
3,886 |
|
|
$ |
621 |
|
|
|
16.0 |
% |
As a percentage of revenues |
|
|
14.7 |
% |
|
|
14.7 |
% |
|
|
|
|
|
|
|
|
General and administrative expenses consist primarily of salaries, benefits, stock-based
compensation, and related expenses for executive management, finance, accounting, human capital,
legal and other administrative functions, as well as professional fees, overhead, including
allocated rent and depreciation, and expenses incurred for other general corporate purposes.
28
General and administrative expenses increased by $621,000 during the three months ended
March 31, 2009 as compared to the three months ended March 31, 2008. This increase was primarily
due to $345,000 from professional fees such as tax and accounting services and legal fees, and
$206,000 in bad debt expense as compared to the same period in 2008. Employee salaries, benefits
and related costs decreased $127,000 but were offset by a $162,000 increase in stock-based
compensation due to our increased use of equity compensation for our general and administrative
employees. In addition, we attributed the remaining increase to increases in allocated overhead
costs such as rent. General and administrative expenses as a percentage of revenue were consistent
with the comparable prior year period.
We expect general and administrative
expenses to increase in future annual periods as we continue to incur
increased costs related to increases in outside professional fees, stock-based compensation and allocated costs such as rent, both in absolute
dollars and as a percentage of revenues.
Amortization Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
Change |
|
|
2009 |
|
2008 |
|
$ |
|
% |
|
|
(Unaudited) |
|
|
(In thousands) |
Total amortization expense |
|
$ |
320 |
|
|
$ |
7 |
|
|
$ |
313 |
|
|
NA |
As a percentage of revenues |
|
|
1.0 |
% |
|
|
|
% |
|
|
|
|
|
|
|
|
Amortization expense consists of charges related to the amortization of intangible assets
associated with past acquisitions.
Amortization expense increased $313,000 during the three months ended March 31, 2009 as
compared to the three months ended March 31, 2008 due to the presence of amortization of intangible
assets that were acquired during the second quarter of 2008 in connection with the M:Metrics
acquisition and were not otherwise included in our financial results during the first quarter of
2008.
Absent additional acquisitions, we expect amortization expense to remain constant in the
near term, as the remaining amount of intangible assets related to previous acquisitions is
amortized.
Interest Income, Net
Interest income consists primarily of interest earned from investments, such as short and
long-term fixed income securities and auction rate securities, and our cash and cash equivalent
balances. Interest expense is incurred due to capital leases pursuant to several equipment loan and
security agreements and a line of credit that we have entered into in order to finance the lease of
various hardware and other equipment purchases. Our capital lease obligations are secured by a
senior security interest in eligible equipment.
Interest income, net for the three months ended March 31, 2009 was $175,000 as compared
to $819,000 for the three months ended March 31, 2008. The decrease of $644,000 during the three
months ended March 31, 2009 was due to a smaller average cash balance due to the use of cash in mid
2008 for the acquisition of M:Metrics and lower interest rates earned on our investments than those
available in the prior year period. Our cash, cash equivalents and investments decreased by $38.7
million to $72.9 million at March 31, 2009 primarily due to the acquisition of M:Metrics and, to a
lesser extent, losses on investments.
We anticipate that interest income, net may decrease in future periods due to lower
interest rates earned on our investments than those available in prior years and a smaller average
cash balance than in prior periods due to the cash utilized in the acquisition of M:Metrics.
Gain (loss) from Foreign Currency
The functional currency of our foreign subsidiaries is the local currency. All assets and
liabilities are translated at the current exchange rates as of the end of the period, and revenues
and expenses are translated at average rates in effect during the period. The gain or loss
resulting from the process of translating the foreign currency financial statements into U.S.
dollars is included as a component of other comprehensive income.
During the three months ended March 31, 2009, we recorded a gain of $12,000 as compared
to a loss of $55,000 during the three months ended March 31, 2008. Our foreign currency
transactions are almost entirely recorded as a result of fluctuations in the exchange rate between
the U.S. dollar and the Canadian dollar, Euro and British Pound.
Provision for Income Taxes
During the three months ended March 31, 2009 and 2008, we recorded income tax
provisions of $1.2 million and $1.7 million, respectively. The tax provision for the three months
ended March 31, 2009 was primarily attributable to a current tax credit of $73,000 offset by the
utilization of our U.S. deferred tax assets of $750,000 and a discrete deferred tax asset write-off of $503,000. The tax provision for the three months ended March 31, 2008 was primarily attributable
to current taxes of $65,000 and the utilization of our U.S. deferred tax assets of $1.7 million,
offset by a discrete release of the valuation allowance of $111,000 associated with a foreign
entity.
During the three months ended March 31, 2009, certain restricted stock awards vested which
generated a tax deduction at a market price that was less than the price of the restricted stock on
the dates the shares were granted. This shortfall of tax deductions would reduce additional
29
paid-in capital to the extent windfall tax benefits had been realized in prior years. However, as
we have not yet realized our windfall tax benefits because the tax benefits have not resulted in a
reduction to current taxes payable, the three months ended March 31, 2009 was impacted. The tax
provision impact of the shortfall totaling $503,000 has been included in income tax expense for the
three months ended March 31, 2009.
Recent Pronouncements
Recent accounting pronouncements are detailed in Note 2 to our Consolidated Financial
Statements included in Item 1 of this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
The following table summarizes our cash flows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(Unaudited) |
|
|
|
(In thousands) |
|
Net cash provided by operating activities |
|
$ |
2,224 |
|
|
$ |
10,335 |
|
Net cash used in investing activities |
|
|
(10,179 |
) |
|
|
(23,640 |
) |
Net cash used in financing activities |
|
|
(1,190 |
) |
|
|
(814 |
) |
Effect of exchange rate changes on cash |
|
|
(126 |
) |
|
|
(110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
$ |
(9,271 |
) |
|
$ |
(14,229 |
) |
|
|
|
|
|
|
|
Our principal uses of cash historically have consisted of payroll and other operating
expenses and payments related to the purchase of equipment primarily to support our consumer panel
and technical infrastructure required to support our customer base, and cash paid for acquisitions.
Since the beginning of 2006, we have purchased over $13.3 million in property and equipment,
exclusive of $9.8 million of property and equipment funded through landlord allowances received in
connection with our new Chicago, Reston and San Francisco office leases, made $4.9 million in
principal payments on capital lease obligations, and spent $44.9 million as the cash component of
consideration paid for acquisitions.
As of March 31, 2009, our principal sources of liquidity consisted of cash, cash equivalents
and short-term investments of $70.1 million which represent remaining proceeds from our initial
public offering in July 2007 and cash generated from operating activities. As of March 31, 2009, we
held $2.9 million in long-term investments consisting of auction rate securities. In prior years,
we invested in these auction rate securities for short periods of time as part of our investment
policy. However, the uncertainties in the credit markets have prevented us and other investors from
liquidating holdings of auction rate securities in recent auctions for these securities because the
amount of securities submitted for sale has exceeded the amount of purchase orders. Accordingly, we
still hold these long-term securities and are due interest at a higher rate than similar securities
for which auctions have cleared. None of these investments are mortgage backed securities or
collateralized debt obligations. As of March 31, 2009, these investments were fully backed by
investment grade bonds and are insured against loss of principal and interest by bond insurers
whose ratings were under review and downgraded through December 31, 2008 but remained substantially
unchanged during the three month period ending March 31, 2009. These securities were valued using a
discounted cash flow model that takes into consideration the financial condition of the issuers and
the bond insurers as well as the expected date liquidity will be restored. If the credit ratings of
the issuer, the bond insurers or the collateral deteriorate further, we may further adjust the
carrying value of these investments. We are uncertain as to when the liquidity issues relating to
these investments will improve. Accordingly, we classified these securities as long-term. Based on
our Companys updated valuation, no additional adjustment to recorded values was necessary during
the three months ended March 31, 2009.
Operating Activities
Our cash flows from operating activities are significantly influenced by our investments
in personnel and infrastructure to support the anticipated growth in our business, increases in the
number of customers using our products and the amount and timing of payments made by these
customers.
We generated approximately $2.2 million of net cash from operating activities during the three
months ended March 31, 2009. The significant components of cash flows from operations were net
income of $277,000, adjusted for $4.1 million in non-cash depreciation, amortization and
stock-based compensation expenses and $271,000 in bad debt expense, and a $1.3 million increase in
amounts collected from customers in advance of when we recognize revenues as a result of our
growing customer base, $1.3 million in deferred income taxes and a
$350,000 increase in deferred rent associated with landlord leasehold improvement allowances
received in connection with our expanded Seattle office space, offset by a $2.4 million increase in
accounts receivable, a $2.5 million decrease in accounts payable and accrued expenses and a
$307,000 increase in prepaid expenses and other current assets.
30
We generated approximately $10.3 million of net cash from operating activities during the
three months ended March 31, 2008. The significant components of cash flows from operations were
net income of $2.5 million, adjusted for $2.2 million in non-cash depreciation, amortization and
stock-based compensation expenses, and a $3.9 million increase in amounts collected from customers
in advance of when we recognize revenues as a result of our growing customer base, $1.6 million in
deferred income taxes and a $2.5 million increase in deferred rent associated with landlord
leasehold improvement allowances received in connection with our new Chicago office lease, offset
by a $1.5 million increase in accounts receivable, a $648,000 decrease in accounts payable and
accrued expenses and a $324,000 increase in prepaid expenses and other current assets.
Investing Activities
Our primary regularly recurring investing activities have consisted of purchases of
computer network equipment to support our Internet user panel and maintenance of our database,
furniture and equipment to support our operations, purchases and sales of marketable securities,
and payments related to the acquisition of several companies. As our customer base continues to
expand, we expect purchases of technical infrastructure equipment to grow in absolute dollars. The
extent of these investments will be affected by our ability to expand relationships with existing
customers, grow our customer base, introduce new digital formats and increase our international
presence.
We used $10.2 million of net cash in investing activities during the three months ended March
31, 2009, a net $7.3 million of which was used to purchase investments. In addition, $2.9 million
was used to purchase property and equipment to maintain and expand our technology and
infrastructure. Of this amount, $350,000 was funded through landlord allowances received in
connection with our Seattle office lease.
We used $23.6 million of net cash in investing activities during the three months ended
March 31, 2008, a net $21.3 million of which was used to purchase investments. In addition,
$3.7 million was used to purchase property and equipment to maintain and expand our technology and
infrastructure. Of this amount, $2.5 million was funded through landlord allowances received in
connection with our Chicago office lease. We also removed the restrictions associated with certain
certificates of deposit that served as collateral for letters of credit associated with office
leases and the related $1.4 million was reclassified to cash and cash equivalents.
We expect to achieve greater economies of scale and operating leverage as we expand
our customer base and utilize our Internet user panel and technical infrastructure more
efficiently. While we anticipate that it will be necessary for us to continue to invest in our
Internet user panel, technical infrastructure and technical personnel to support the combination of
an increased customer base, new products, international expansion and new digital market
intelligence formats, we believe that these investment requirements will be less than the revenue
growth generated by these actions. This should result in a lower rate of growth in our capital
expenditures to support our technical infrastructure. In any given period, the timing of our
incremental capital expenditure requirements could impact our cost of revenues, both in absolute
dollars and as a percentage of revenues.
Financing Activities
We used $1.2 million of cash during the three months ended March 31, 2009 from
financing activities. This included $1.1 million for shares repurchased by us pursuant to the
exercise by stock incentive plan participants of their right to elect to use common stock to
satisfy their tax withholding obligations. In addition we used $237,000 to make payments on our
capital lease obligations offset by $123,000 in proceeds from the exercise of our common stock
options.
We used $814,000 of cash during the three months ended March 31, 2008 from financing
activities. This included $965,000 for shares repurchased by us pursuant to the exercise by stock
incentive plan participants of their right to elect to use common stock to satisfy their tax
withholding obligations. In addition we used $218,000 to make payments on our capital lease
obligations offset by $369,000 in proceeds from the exercise of our common stock options and
warrants.
We do not have any special purpose entities, and other than operating leases for
office space, described below, we do not engage in off-balance sheet financing arrangements.
Contractual Obligations and Known Future Cash Requirements
Our principal lease commitments consist of obligations under leases for office space and
computer and telecommunications equipment. In prior years, we financed the purchase of some of our
computer equipment under a capital lease arrangement over a period of 36 months. Our purchase
obligations relate to outstanding orders to purchase computer equipment and are typically small;
they do not materially impact our overall liquidity.
On March 31, 2009, we renewed a $5.0 revolving line of credit with Bank of America, with an
interest rate equal to BBA LIBOR rate plus an applicable margin based upon the funded debt to
unrestricted EBITDA ratio. This line of credit includes no restrictive financial covenants and
expires on March 31, 2010. As of March 31, 2009, no amounts were borrowed against the line of
credit and $4.4 million of letters of credit were outstanding, leaving $600,000 available for
additional letters of credit or other borrowings. These letters of credit may be reduced
periodically provided we meet the conditional criteria of each related lease agreement.
Subsequently, in April 2009, one letter of credit was reduced by approximately $170,000 leaving
$770,000 available for additional letters of credit or other borrowings.
31
Future Capital Requirements
We believe that our existing cash, cash equivalents, and short-term investments and
operating cash flow, will be sufficient to meet our projected operating and capital expenditure
requirements for at least the next twelve months. In addition, we expect that the remaining net
proceeds from our IPO will provide us with the financial flexibility to execute our strategic
objectives, including the ability to make acquisitions and strategic investments. Our ability to
generate cash, however, is subject to our performance, general economic conditions, industry trends
and other factors. To the extent that the remaining funds from our IPO combined with existing cash, cash
equivalents, short-term investments and operating cash flow are insufficient to fund our future
activities and requirements, we may need to raise additional funds through public or private equity
or debt financing. If we issue equity securities in order to raise additional funds, substantial
dilution to existing stockholders may occur.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements (as defined in Item 303 of Regulation S-K).
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Market risk represents the risk of loss that may impact our financial position due to
adverse changes in financial market prices and rates. We do not hold or issue financial instruments
for trading purposes or have any derivative financial instruments. To date, most payments made
under our contracts are denominated in U.S. dollars and we have not experienced material gains or
losses as a result of transactions denominated in foreign currencies. As of March 31, 2009, our
cash reserves were maintained in bank deposit accounts, certificates of deposit, treasury bills,
treasury notes, and auction rate securities totaling $72.9 million. These securities, like all
fixed income instruments, are subject to interest rate risk and will decline in value if market
interest rates increase. We have the ability to hold our fixed income investments until maturity
and, therefore, we would not expect to experience any material adverse impact in income or cash
flow.
Foreign Currency Risk
A portion of our revenues and expenses from business operations in foreign countries are
derived from transactions denominated in currencies other than the functional currency of our
operations in those countries. As such, we have exposure to adverse changes in exchange rates
associated with revenues and operating expenses of our foreign operations, but we believe this
exposure to be immaterial at this time. As such, we do not currently engage in any transactions
that hedge foreign currency exchange rate risk. As we grow our international operations, our
exposure to foreign currency risk could become more significant.
Interest Rate Sensitivity
As of March 31, 2009, our principal sources of liquidity consisted of cash, cash
equivalents and short-term investments of $70.1 million. These amounts were invested primarily in
bank deposit account, certificates of deposit, U.S. treasury bills and U.S. treasury notes. The
cash and cash equivalents are held for working capital purposes. We do not enter into investments
for trading or speculative purposes. We believe that we do not have any material exposure to
changes in the fair value as a result of changes in interest rates. Declines in interest rates,
however, will reduce future investment income. If overall interest rates changed by 1% during the
three months ended March 31, 2009, our interest exposure would have been approximately $729,000,
assuming consistent investment levels.
Auction Rate Securities
As of March 31, 2009, we held $2.9 million in long-term investments consisting of auction rate
securities. In prior years we invested in these securities for short periods of time as part of our
investment policy. However, the uncertainties in the credit markets have prevented us and other
investors from liquidating holdings of auction rate securities in recent auctions for these
securities because the amount of securities submitted for sale has exceeded the amount of purchase
orders. Accordingly, we still hold these long-term securities and are due interest at a higher rate
than similar securities for which auctions have cleared. None of these investments are mortgage
backed securities or collateralized debt obligations. As of March 31, 2009, certain of these
investments were fully backed by bonds with ratings ranging from A- to B and were insured against
loss of principal and interest by bond insurers whose ratings range from BBB to C. However, as of
March 31, 2009 and December 31, 2008 five auction rate securities with a par value of $5.1 million
had failed their most recent auction and are considered illiquid. As of December 31, 2008, we have
recognized an impairment charge of approximately $2.2 million concluding that the decline in value
of these five securities is other than temporary. These securities were valued using a discounted
cash flow model that takes into consideration the securities coupon rate, the financial condition
of the issuers and the bond insurers, the expected date liquidity will be restored, as well as an
applied illiquidity discount. As of December 31, 2008, based on the valuation models and an
analysis of the other-than-temporary impairment factors we recorded a pre-tax impairment charge of
$2.2 million related to our auction rate securities. During the three months ended March 31, 2009,
the auction rate securities continued to fail at auction and remain at an unrealized loss position.
However, the credit spreads and credit ratings of the issues and bond insurers were more stable as
compared to year end. As of March 31, 2009, based on our updated valuation, no further adjustments
to the carrying value of these investments was necessary.
If the credit ratings of the issuer, the bond insurers or the collateral continue to
deteriorate, we may further adjust the carrying value of these investments. We are uncertain as to
when the liquidity issues relating to these investments will improve. Accordingly, we classified
these securities as long-term as of March 31, 2009 and December 31, 2008.
Item 4. Controls and Procedures
32
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act of
1934 (the Exchange Act) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by
this report (the Evaluation Date), have concluded that as of the Evaluation Date, our disclosure
controls and procedures are effective, in all material respects, to ensure that information
required to be disclosed in the reports that we file and submit under the Exchange Act (i) is
recorded, processed, summarized and reported, within the time periods specified in the Securities
and Exchange Commissions rule and forms and (ii) is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in various legal proceedings arising from the normal
course of business activities. We are not presently a party to any pending legal proceedings the
outcome of which we believe, if determined adversely to us, would individually or in the aggregate
have a material adverse impact on our consolidated results of operations, cash flows or financial
position.
Item 1A. Risk Factors
An investment in our common stock involves a substantial risk of loss. You should
carefully consider these risk factors, together with all of the other information included
herewith, before you decide to purchase shares of our common stock. The occurrence of any of the
following risks could materially adversely affect our business, financial condition or operating
results. In that case, the trading price of our common stock could decline, and you may lose part
or all of your investment.
Risks Related to Our Business and Our Technologies
Conditions and changes in the national and global economic environment may adversely affect our
business and financial results.
Adverse economic conditions in markets in which we operate can harm our business. If the
economies of the United States and other countries continue to slow, recede or experience prolonged
uncertainty, customers may delay or reduce their purchases of digital marketing intelligence
products and services. Recently, economic conditions in the countries in which we operate and sell
products have become increasingly negative, and global financial markets have experienced a severe
downturn stemming from a multitude of factors, including adverse credit conditions impacted by the
subprime-mortgage crisis, slower economic activity, concerns about inflation and deflation,
decreased consumer confidence, reduced corporate profits and capital spending, adverse business
conditions, liquidity concerns and other factors. Economic growth in the U.S. and in many other
countries slowed in the fourth quarter of 2007, remained slow throughout 2008, and is expected to
slow further or recede in 2009 in the U.S. and internationally. During challenging economic times,
and in tight credit markets, many customers have and may continue to delay or reduce spending.
Additionally, some of our customers may be unable to fully pay for purchases or may discontinue
their businesses, resulting in the incurrence of uncollectible receivables for us. This could
result in reductions in our sales, longer sales cycles, difficulties in collection of accounts
receivable, slower adoption of new technologies and increased price competition. This downturn may
also impact our available resources for financing new and existing operations. If global economic
and market conditions, or economic conditions in the United States or other key markets
deteriorate, we may experience a material and adverse impact on our business, results of operations
and financial condition.
In the first quarter of 2009, our renewal rates for our subscription-based products have
remained reasonably consistent on a dollar-basis with prior recent quarters. However, we
experienced declines in project revenues and renewal rates of smaller customers in the three month
period ended March 31, 2009. If this trend continues, these declines may negatively impact our
business.
We derive a significant portion of our revenues from sales of our subscription-based digital
marketing intelligence products. If our customers terminate or fail to renew their subscriptions,
our business could suffer.
We currently derive a significant portion of our revenues from our subscription-based digital
marketing intelligence products. Subscription-based products accounted for 83%, during full-year
2008 and 87% during the three months ending March 31, 2009. Uncertain
economic conditions or other factors, such as the failure or consolidation of large financial
institutions, may cause certain customers to terminate or reduce their subscriptions. If our
customers terminate their subscriptions for our products, do not renew their subscriptions, delay
renewals of their subscriptions or renew on terms less favorable to us, our revenues could decline
and our business could suffer.
Our customers have no obligation to renew after the expiration of their initial subscription
period, which is typically one year, and we cannot assure that current subscriptions will be
renewed at the same or higher price levels, if at all. Some of our customers have elected not to
33
renew their subscription agreements with us in the past. If we experience a change of control, as
defined in such agreements, some of our customers also have the right to terminate their
subscriptions. Moreover, some of our major customers have the right to cancel their subscription
agreements without cause at any time. Given the current unpredictable economic conditions as well
as our limited historical data with respect to rates of customer subscription renewals, we may have
difficulty accurately predicting future customer renewal rates. Our customer renewal rates may
decline or fluctuate as a result of a number of factors, including customer satisfaction or
dissatisfaction with our products, the prices or functionality of our products, the prices or
functionality of products offered by our competitors, mergers and acquisitions affecting our
customer base, general economic conditions or reductions in our customers spending levels. In this
regard, we have seen a number of customers with weaker balance sheets choosing not to renew
subscriptions with us during the current economic downturn.
Our quarterly results of operations may fluctuate in the future. As a result, we may fail to meet
or exceed the expectations of securities analysts or investors, which could cause our stock price
to decline.
Our quarterly results of operations may fluctuate as a result of a variety of factors, many of
which are outside of our control. If our quarterly revenues or results of operations do not meet or
exceed the expectations of securities analysts or investors, the price of our common stock could
decline substantially. In addition to the other risk factors set forth in this Risk Factors
section, factors that may cause fluctuations in our quarterly revenues or results of operations
include:
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our ability to increase sales to existing customers and attract new customers; |
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our failure to accurately estimate or control costs including those incurred as a result of acquisitions; |
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our revenue recognition policies related to the timing of contract renewals, delivery of products and
duration of contracts and the corresponding timing of revenue recognition; |
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the mix of subscription-based versus project-based revenues; |
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changes in our customers subscription renewal behaviors and spending on projects; |
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our ability to estimate revenues and cash flows associated with business operations acquired by us; |
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the impact on our contract renewal rates, for both our subscription and project-based products, caused by
our customers budgetary constraints, competition, customer dissatisfaction, customer corporate
restructuring or change in control, or our customers actual or perceived lack of need for our products; |
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the potential loss of significant customers; |
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the effect of revenues generated from significant one-time projects or the loss of such projects; |
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the impact of our decision to discontinue certain products; |
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the amount and timing of capital expenditures and operating costs related to the maintenance and expansion
of our operations and infrastructure; |
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the timing and success of new product introductions by us or our competitors; |
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variations in the demand for our products and the implementation cycles of our products by our customers; |
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changes in our pricing and discounting policies or those of our competitors; |
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service outages, other technical difficulties or security breaches; |
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limitations relating to the capacity of our networks, systems and processes; |
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maintaining appropriate staffing levels and capabilities relative to projected growth, or retaining key
personnel as a result of the integration of recent acquisitions; |
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adverse judgments or settlements in legal disputes; |
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the cost and timing of organizational restructuring, in particular in international jurisdictions; |
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the timing of costs related to the development or acquisition of technologies, services or businesses to
support our existing customer base and potential growth opportunities; |
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the extent to which certain expenses are more or less deductible for tax purposes, such as share-based
compensation that fluctuates based on the timing of vesting and our stock price; |
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the timing of any additional reversal of our deferred tax valuation allowance; and |
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general economic, industry and market conditions and those conditions specific to Internet usage and online businesses. |
We believe that our quarterly revenues and results of operations on a year-over-year and
sequential quarter-over-quarter basis may vary significantly in the future and that
period-to-period comparisons of our operating results may not be meaningful. Investors are
cautioned not to rely on the results of prior quarters as an indication of future performance.
34
If we are not able to maintain panels of sufficient size and scope, or if the costs of maintaining
our panels materially increase, our business would be harmed.
We believe that the quality, size and scope of our Internet and Mobile media user panels are
critical to our business. There can be no assurance, however, that we will be able to maintain
panels of sufficient size and scope to provide the quality of marketing intelligence that our
customers demand from our products. If we fail to maintain a panel of sufficient size and scope
including coverage of international markets, customers might decline to purchase our products or
renew their subscriptions, our reputation could be damaged and our business could be materially and
adversely affected. We expect that our panel costs may increase and may comprise a greater portion
of our cost of revenues in the future. The costs associated with maintaining and improving the
quality, size and scope of our panel are dependent on many factors, many of which are beyond our
control, including the participation rate of potential panel members, the turnover among existing
panel members and requirements for active participation of panel members, such as completing survey
questionnaires. Concerns over the potential unauthorized disclosure of personal information or the
classification of our software as spyware or adware may cause existing panel members to
uninstall our software or may discourage potential panel members from installing our software. To
the extent we experience greater turnover, or churn, in our panel than we have historically
experienced, these costs would increase more rapidly. We also have terminated and may in the future
terminate relationships with service providers whose practices we believe may not comply with our
privacy policies, and have removed and may in the future remove panel members obtained through such
service providers. Such actions may result in increased costs for recruiting additional panel
members. In addition, publishing content on the Internet and purchasing advertising space on Web
sites may become more expensive or restrictive in the future, which could decrease the availability
and increase the cost of advertising the incentives we offer to panel members. To the extent that
such additional expenses are not accompanied by increased revenues, our operating margins would be
reduced and our financial results would be adversely affected.
Our business may be harmed if we change our methodologies or the scope of information we collect.
We have in the past and may in the future change our methodologies or the scope of information
we collect. Such changes may result from identified deficiencies in current methodologies,
development of more advanced methodologies, changes in our business plans or expressed or perceived
needs of our customers or potential customers. Any such changes or perceived changes, or our
inability to accurately or adequately communicate to our customers and the media such changes and
the potential implications of such changes on the data we have published or will publish in the
future, may result in customer dissatisfaction, particularly if certain information is no longer
collected or information collected in future periods is not comparable with information collected
in prior periods. In 2008, as we integrated our existing methodologies into the product and
services offered by M:Metrics, which we acquired in mid-2008, some customers may have become
dissatisfied and may decide not to continue purchasing their subscriptions. Future changes to our
methodologies, the information we collect, or the strategy we implement to collect and analyze
information, such as the movement away from pure panel-centric measurement to a hybrid of panel-
and site-centric measurement, may cause similar customer dissatisfaction and result in loss of
customers.
Material defects or errors in our data collection and analysis systems could damage our reputation,
result in significant costs to us and impair our ability to sell our products.
Our data collection and analysis systems are complex and may contain material defects or
errors. In addition, the large amount of data that we collect may cause errors in our data
collection and analysis systems. Any defect in our panelist data collection software, network
systems, statistical projections or other methodologies could result in:
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loss of customers; |
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damage to our brand; |
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lost or delayed market acceptance and sales of our products; |
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interruptions in the availability of our products; |
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the incurrence of substantial costs to correct any material defect or error; |
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sales credits, refunds or liability to our customers; |
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diversion of development resources; and |
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increased warranty and insurance costs. |
Any material defect or error in our data collection systems could adversely affect our
reputation and operating results.
We may lose customers or be liable to certain customers if we provide poor service or if our
products do not comply with our customer agreements.
Errors in our systems resulting from the large amount of data that we collect, store and
manage could cause the information that we collect to be incomplete or to contain inaccuracies that
our customers regard as significant. The failure or inability of our systems, networks and
processes to adequately handle the data in a high quality and consistent manner could result in the
loss of customers. In addition, we may be liable to certain of our customers for damages they may
incur resulting from these events, such as loss of business, loss of future revenues, breach of
contract or loss of goodwill to their business.
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Our insurance policies may not cover any claim against us for loss of data, inaccuracies in
data or other indirect or consequential damages and defending a lawsuit, regardless of its merit,
could be costly and divert managements attention. Adequate insurance coverage may not be available
in the future on acceptable terms, or at all. Any such developments could adversely affect our
business and results of operations.
Concern over spyware and privacy, including any violations of privacy laws or perceived misuse of
personal information, could cause public relations problems and could impair our ability to recruit
panelists or maintain panels of sufficient size and scope, which in turn could adversely affect our
ability to provide our products.
Any perception of our practices as an invasion of privacy, whether legal or illegal, may
subject us to public criticism. Existing and future privacy laws and increasing sensitivity of
consumers to unauthorized disclosures and the collection or use of personal information and online
usage information may create negative public reaction related to our business practices. The
U.S. Congress and various sources media have recently expressed concern over the collection of
online usage information from cable providers and telecommunications operators to facilitate
targeted Internet advertising. A similar concern has been raised by regulatory agencies in the
United Kingdom. While our data collection is not used to target advertisements to users, such
criticisms may have a chilling effect on businesses that collect or use online usage information
generally. Additionally, public concern has increased recently regarding certain kinds of
downloadable software known as spyware and adware. These concerns might cause users to refrain
from downloading software from the Internet, including our proprietary technology, which could make
it difficult to recruit additional panelists or maintain a panel of sufficient size and scope to
provide meaningful marketing intelligence. In response to spyware and adware concerns, numerous
programs are available, many of which are available for free, that claim to identify and remove
spyware and adware from users computers. Some of these anti-spyware programs have in the past
identified, and may in the future identify, our software as spyware or as a potential spyware
application. We actively seek to prevent the inclusion of our software on lists of spyware
applications or potential spyware applications, to apply best industry practices for obtaining
appropriate consent from panelists and protecting the privacy and confidentiality of our panelist
data and to comply with existing privacy laws. However, to the extent that we are not successful,
and anti-spyware programs classify our software as spyware or as a potential spyware application,
or third party service providers fail to comply with our privacy or data security requirements, our
brand may be harmed and users may refrain from downloading these programs or may uninstall our
software. Any resulting reputational harm, potential claims asserted against us or decrease in the
size or scope of our panel could reduce the demand for our products, increase the cost of
recruiting panelists and adversely affect our ability to provide our products to our customers. Any
of these effects could harm our business.
Any unauthorized disclosure or theft of private information we gather could harm our business.
Unauthorized disclosure of personally identifiable information regarding Web site visitors,
whether through breach of our secure network by an unauthorized party, employee theft or misuse, or
otherwise, could harm our business. If there were an inadvertent disclosure of personally
identifiable information, or if a third party were to gain unauthorized access to the personally
identifiable information we possess, our operations could be seriously disrupted and we could be
subject to claims or litigation arising from damages suffered by panel members or pursuant to the
agreements with our customers. In addition, we could incur significant costs in complying with the
multitude of state, federal and foreign laws regarding the unauthorized disclosure of personal
information. For example, California law requires companies that maintain data on California
residents to inform individuals of any security breaches that result in their personal information
being stolen. Finally, any perceived or actual unauthorized disclosure of the information we
collect could harm our reputation, substantially impair our ability to attract and retain panelists
and have an adverse impact on our business.
Our business may be harmed if we deliver, or are perceived to deliver, inaccurate information to
our customers, to the media or to the public generally.
If the information that we provide to our customers, to the media, or to the public is
inaccurate, or perceived to be inaccurate, our brand may be harmed. The information that we collect
or that is included in our databases and the statistical projections that we provide to our
customers, to the media or to the public may contain or be perceived to contain inaccuracies. These
projections may be viewed as an important measure for the success of certain businesses, especially
those businesses with a large online presence. Any inaccuracy or perceived inaccuracy in the data
reported by us about such businesses may potentially affect the market perception of such
businesses and result in claims or litigation around the accuracy of our data, or the
appropriateness of our methodology, may encourage aggressive action on the part of our competitors,
and could harm our brand. Any dissatisfaction by our customers or the media with our digital
marketing intelligence, measurement or data collection and statistical projection methodologies,
whether as a result of inaccuracies, perceived inaccuracies, or otherwise, could have an adverse
effect on our ability to retain existing customers and attract new customers and could harm our
brand. Additionally, we could be contractually required to pay damages, which could be substantial,
to certain of our customers if the information we provide to them is found to be inaccurate. Any
liability that we incur or any harm to our brand that we suffer because of actual or perceived
irregularities or inaccuracies in the data we deliver to our customers could harm our business.
The market for digital marketing intelligence is at an early stage of development, and if it does
not develop, or develops more slowly than expected, our business will be harmed.
The market for digital marketing intelligence products is at a relatively early stage of
development, and it is uncertain whether these products will achieve high levels of demand and
increased market acceptance. Our success will depend to a substantial extent on the willingness of
companies to increase their use of such products and to continue use of such products on a
long-term basis. Factors that may affect market acceptance include:
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the reliability of digital marketing intelligence products; |
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public concern regarding privacy and data security; |
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decisions of our customers and potential customers to develop digital
marketing intelligence capabilities internally rather than purchasing
such products from third-party suppliers like us; |
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decisions by industry associations in the United States or in other
countries that result in association-directed awards, on behalf of
their members, of digital measurement contracts to one or a limited
number of competitive vendors; |
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the ability to maintain high levels of customer satisfaction; and |
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the rate of growth in eCommerce, online advertising and digital media. |
The market for our products may not develop further, or may develop more slowly than we expect
or may even contract, all of which could adversely affect our business and operating results.
If the Internet advertising and eCommerce markets develop more slowly than we expect, our business
will suffer.
Our future success will depend on continued growth in the use of the Internet as an
advertising medium, a continued increase in eCommerce spending and the proliferation of the
Internet as a platform for a wide variety of consumer activities. These markets are evolving
rapidly, and it is not certain that their current growth trends will continue.
The adoption of Internet advertising, particularly by advertisers that have historically
relied on traditional offline media, requires the acceptance of new approaches to conducting
business. Advertisers may perceive Internet advertising to be less effective than traditional
advertising for marketing their products. They may also be unwilling to pay premium rates for
online advertising that is targeted at specific segments of users based on their demographic
profile or Internet behavior. The online advertising and eCommerce markets may also be adversely
affected by privacy issues relating to such targeted advertising, including that which makes use of
personalized information, or online behavioral information. Furthermore, online merchants may not
be able to establish online commerce models that are cost effective and may not learn how to
effectively compete with other Web sites or offline merchants. In addition, consumers may not
continue to shift their spending on goods and services from offline outlets to the Internet. As a
result, growth in the use of the Internet for eCommerce may not continue at a rapid rate, or the
Internet may not be adopted as a medium of commerce by a broad base of customers or companies
worldwide. Moreover, the adoption of advertising through mobile media may slow as a result of
uncertain economic conditions or other factors. Because of the foregoing factors, among others, the
market for Internet advertising and eCommerce, including commerce through mobile media, may not
continue to grow at significant rates. If these markets do not continue to develop, or if they
develop more slowly than expected, our business will suffer.
Our growth depends upon our ability to retain existing large customers and add new large customers;
however, to the extent we are not successful in doing so, our ability to maintain profitability and
positive cash flow may be impaired.
Our success depends in part on our ability to sell our products to large customers and on the
renewal of the subscriptions of those customers in subsequent years. For the year ended
December 31, 2008 we derived over 30% of our total revenues from our top 10 customers. For the
three months ended March 31, 2009 we derived over 29% of our total revenues from our top 10
customers. Uncertain economic conditions or other factors, such as the failure or consolidation of
large financial institutions, may cause certain large customers to terminate or reduce their
subscriptions. The loss of any one or more of those customers could decrease our revenues and harm
our current and future operating results. The addition of new large customers or increases in sales
to existing large customers may require particularly long implementation periods and other costs,
which may adversely affect our profitability. To compete effectively, we have in the past been, and
may in the future be, forced to offer significant discounts to maintain existing customers or
acquire other large customers. In addition, we may be forced to reduce or withdraw from our
relationships with certain existing customers or refrain from acquiring certain new customers in
order to acquire or maintain relationships with important large customers. As a result, new large
customers or increased usage of our products by large customers may cause our profits to decline
and our ability to sell our products to other customers could be adversely affected.
We derive a significant portion of our revenues from a single customer, Microsoft Corporation.
During both the year ended December 31, 2008 and the three months ended March 31, 2009, we derived
approximately 12% of our total revenues from Microsoft. If Microsoft were to cease or substantially
reduce its use of our products, our revenues and earnings might decline.
Because our long-term success depends, in part, on our ability to expand the sales of our products
to customers located outside of the United States, our business will become increasingly
susceptible to risks associated with international operations.
We have very limited experience operating in markets outside of the United States. Our
inexperience in operating our business outside of the United States may increase the risk that the
international expansion efforts we have begun to undertake will not be successful. In addition,
conducting international operations subjects us to new risks that we have not generally faced in
the United States. These risks include:
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recruitment and maintenance of a sufficiently large and representative panel both globally and in certain countries; |
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different customer needs and buying behavior than we are accustomed to in the United States; |
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difficulties and expenses associated with tailoring our products to local markets, including their translation into foreign languages; |
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difficulties in staffing and managing international operations including complex and costly termination requirements; |
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longer accounts receivable payment cycles and difficulties in collecting accounts receivable; |
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potentially adverse tax consequences, including the complexities of foreign value-added taxes and restrictions on the repatriation of
earnings; |
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reduced or varied protection for intellectual property rights in some countries; |
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the burdens of complying with a wide variety of foreign laws and regulations; |
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fluctuations in currency exchange rates; |
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increased accounting and reporting burdens and complexities; and |
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political, social and economic instability abroad, terrorist attacks and security concerns. |
Additionally, operating in international markets requires significant management attention and
financial resources. We cannot be certain that the investments and additional resources required to
establish and maintain operations in other countries will hold their value or produce desired
levels of revenues or profitability. We cannot be certain that we will be able to maintain and
increase the size of the Internet user panel that we currently have in various countries or that we
will be able to recruit a representative sample for our audience measurement products. In addition,
there can be no assurance that Internet usage and eCommerce will continue to grow in international
markets. In addition, governmental authorities in various countries have different views regarding
regulatory oversight of the Internet. For example, the Chinese government has taken steps in the
past to restrict the content available to Internet users in China.
The impact of any one or more of these risks could negatively affect or delay our plans to
expand our international business and, consequently, our future operating results.
As our international operations grow, changes in foreign currencies could have an increased effect
on our operating results.
A portion of our revenues and expenses from business operations in foreign countries are
derived from transactions denominated in currencies other than the functional currency of our
operations in those countries. As such, we have exposure to adverse changes in exchange rates
associated with revenues and operating expenses of our foreign operations, but we believe this
exposure to be immaterial at this time and do not currently engage in any transactions that hedge
foreign currency exchange rate risk. As we grow our international operations, our exposure to
foreign currency risk could become more significant.
During the first quarter of 2009, the value of the U.S. Dollar has appreciated
against the British Pound, the Euro, the Canadian Dollar and other local currencies of
international customers. As the U.S. Dollar appreciates relative to the local currencies of our
international customers, the price of our products and projects correspondingly increase and could
result in reductions in sales or renewals, longer sales cycles, difficulties in collection of
accounts receivable and increased price competition, any of which could adversely affect our
operating results. Likewise, as the U.S. Dollar has appreciated, our contracts denominated in
foreign currencies have resulted in reduced revenues.
If we fail to respond to technological developments, our products may become obsolete or less
competitive.
Our future success will depend in part on our ability to modify or enhance our products to
meet customer needs, to add functionality and to address technological advancements. For example,
if certain handheld devices become the primary mode of receiving content and conducting
transactions on the Internet, and we are unable to adapt to collect information from such devices,
then we would not be able to report on online activity. To remain competitive, we will need to
develop new products that address these evolving technologies and standards. However, we may be
unsuccessful in identifying new product opportunities or in developing or marketing new products in
a timely or cost-effective manner. In addition, our product innovations may not achieve the market
penetration or price levels necessary for profitability. If we are unable to develop enhancements
to, and new features for, our existing methodologies or products or if we are unable to develop new
products that keep pace with rapid technological developments or changing industry standards, our
products may become obsolete, less marketable and less competitive, and our business will be
harmed.
The market for digital marketing intelligence is highly competitive, and if we cannot compete
effectively, our revenues will decline and our business will be harmed.
The market for digital marketing intelligence is highly competitive and is evolving rapidly.
We compete primarily with providers of digital media intelligence and related analytical products
and services. We also compete with providers of marketing services and solutions, with full-service
survey providers and with internal solutions developed by customers and potential customers. Our
principal competitors include:
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large and small companies that provide data and analysis of consumers
online behavior, including Compete Inc., Google, Inc., Hitwise Pty.
Ltd, Quantcast and Nielsen/Nielsen Online; |
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online advertising companies that provide measurement of online ad
effectiveness, including aQuantive, Inc., DoubleClick Inc.,
ValueClick, Inc. and WPP Group plc; |
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companies that provide audience ratings for TV, radio and other media
that have extended or may extend their current services, particularly
in certain international markets, to the measurement of digital media,
including Arbitron Inc., Nielsen Media Research, Inc. and Taylor
Nelson Sofres (owned by WPP Group plc); |
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analytical services companies that provide customers with detailed
information of behavior on their own Web sites, including Omniture,
Inc., Visual Sciences and WebTrends Corporation; |
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full-service market research firms and survey providers that may
measure online behavior and attitudes, including Harris Interactive
Inc., Ipsos Group, Taylor Nelson Sofres (owned by WPP Group plc) and
The Nielsen Company; |
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companies that provide behavioral, attitudinal and qualitative
advertising effectiveness, including Dynamic Logic, Inc., Insight
Express, LLC and Marketing Evolution Inc.; and |
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specialty information providers for certain industries that we serve,
including IMS Health Incorporated (healthcare) and Nielsen Mobile,
Inc. (telecommunications). |
Some of our current competitors have longer operating histories, access to larger customer
bases and substantially greater resources than we do. As a result, these competitors may be able to
devote greater resources to marketing and promotional campaigns, panel retention, panel development
or development of systems and technologies than we can. In addition, some of our competitors may
adopt more aggressive pricing policies or have started to provide some services at no cost.
Furthermore, large software companies, Internet portals and database management companies may enter
our market or enhance their current offerings, either by developing competing services or by
acquiring our competitors, and could leverage their significant resources and pre-existing
relationships with our current and potential customers.
If we are unable to compete successfully against our current and future competitors, we may
not be able to retain and acquire customers, and we may consequently experience a decline in
revenues, reduced operating margins, loss of market share and diminished value from our products.
We may encounter difficulties managing our growth, which could adversely affect our results of
operations.
We have experienced significant growth in recent periods. We have substantially expanded our
overall business, customer base, headcount, data collection and processing infrastructure and
operating procedures as our business has grown. We increased our total number of full time
employees to 581 employees as of December 31, 2008 from 176 employees as of December 31, 2003, and
we expect that we may
need to turnover or reduce certain portions of our workforce, and manage or adjust the
compensation levels of our workforce to meet our strategic objectives. Such actions may expose us
to disruption by dissatisfied employees or employee-related claims. In addition, during this same
period, we made substantial investments in our network infrastructure operations as a result of our
growth and the growth of our panel, and we have also undertaken certain strategic acquisitions. We
believe that we will need to continue to effectively manage and expand our organization, operations
and facilities in order to accommodate potential future growth or acquisitions. If we continue to
grow, our current systems and facilities may not be adequate. Our need to effectively manage our
operations and growth requires that we continue to assess and improve our operational, financial
and management controls, reporting systems and procedures. If we are not able to efficiently and
effectively manage our growth, our business may be impaired.
Failure to effectively expand our sales and marketing capabilities could harm our ability to
increase our customer base and achieve broader market acceptance of our products.
Increasing our customer base and achieving broader market acceptance of our products will
depend to a significant extent on our ability to expand our sales and marketing operations. We
expect to continue to rely on our direct sales force to obtain new customers. We may expand or
enhance our direct sales force both domestically and internationally. We believe that there is
significant competition for direct sales personnel with the sales skills and technical knowledge
that we require. Our ability to achieve significant growth in revenues in the future will depend,
in large part, on our success in recruiting, training and retaining sufficient numbers of direct
sales personnel. In general, new hires require significant training and substantial experience
before becoming productive. Our recent hires and planned hires may not become as productive as we
require, and we may be unable to hire or retain sufficient numbers of qualified individuals in the
future in the markets where we currently operate or where we seek to conduct business. Our business
will be seriously harmed if the efforts to expand our sales and marketing capabilities are not
successful or if they do not generate a sufficient increase in revenues.
If we fail to develop our brand, our business may suffer.
We believe that building and maintaining awareness of comScore and our portfolio of products
in a cost-effective manner is critical to achieving widespread acceptance of our current and future
products and is an important element in attracting new customers. We rely on our relationships with
the media and the exposure we receive from numerous citations of our data by media outlets to build
brand awareness and credibility among our customers and the marketplace. Furthermore, we believe
that brand recognition will become more important for us as competition in our market increases.
Our brands success will depend on the effectiveness of our marketing efforts and on our ability to
provide reliable and valuable products to our customers at competitive prices. Our brand marketing
activities may not yield increased revenues, and even if they do, any increased revenues may not
offset the expenses we incur in attempting to build our brand. If we fail to successfully market
our brand, we may fail to attract new customers, retain existing customers or attract media
coverage to the extent necessary to realize a sufficient return on our brand-building efforts, and
our business and results of operations could suffer.
We have a limited operating history and may not be able to achieve financial or operational
success.
We were incorporated in 1999 and introduced our first syndicated Internet audience measurement
product in 2000. Many of our other products were first introduced during the past few years.
Accordingly, we are still in the early stages of development and have only a limited operating
history upon which our business can be evaluated. You should evaluate our likelihood of financial
and operational success in light of the risks, uncertainties, expenses, delays and difficulties
associated with an early-stage business in an evolving market, some of which may be beyond our
control, including:
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our ability to successfully manage any growth we may achieve in the future; |
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the risks associated with operating a business in international markets, including Asia and Europe; and |
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our ability to successfully integrate acquired businesses, technologies or services. |
We have a history of significant net losses, may incur significant net losses in the future and may
not maintain profitability.
Although we achieved net income in the 2008 fiscal year of $25.2 million, and $277,000 for the
three months ended March 31, 2009. We cannot assure you that we will continue to sustain or
increase profitability in the future. As of March 31, 2009, we had an accumulated deficit of
$55.4 million. Because a large portion of our costs are fixed, we may not be able to reduce or
maintain our expenses in response to any decrease in our revenues, which would adversely affect our
operating results. In addition, we expect operating expenses to increase as we implement certain
growth initiatives, which include, among other things, the development of new products, expansion
of our infrastructure, plans for international expansion and general and administrative expenses
associated with being a public company. If our revenues do not increase to offset these expected
increases in costs and operating expenses, our operating results would be materially and adversely
affected. You should not consider our revenue growth in recent periods as indicative of our future
performance, as our operating results for future periods are subject to numerous uncertainties.
We have limited experience with respect to our pricing model, and if the prices we charge for our
products are unacceptable to our customers, our revenues and operating results will be harmed.
We have limited experience in determining the prices for our products that our existing and
potential customers will find acceptable. As the market for our products matures, or as new
competitors introduce new products or services that compete with ours, we may be unable to
renew our agreements with existing customers or attract new customers at the prices we have
historically charged. As a result, it is possible that future competitive dynamics in our market as
well as global economic pressures may require us to reduce our prices, which could have an adverse
effect on our revenues, profitability and operating results.
If we are unable to sell additional products to our existing customers or attract new customers,
our revenue growth will be adversely affected.
To increase our revenues, we believe we must sell additional products to existing customers
and regularly add new customers. If our existing and prospective customers do not perceive our
products to be of sufficient value and quality, we may not be able to increase sales to existing
customers and attract new customers, and our operating results will be adversely affected.
We depend on third parties for data that is critical to our business, and our business could suffer
if we cannot continue to obtain data from these suppliers.
We rely on third-party data sources for information regarding certain offline activities of
and demographic information regarding our panelists. The availability and accuracy of these data is
important to the continuation and development of our products that link online activity to offline
purchases. If this information is not available to us at commercially reasonable terms, or is found
to be inaccurate, it could harm our reputation, business and financial performance.
System failures or delays in the operation of our computer and communications systems may harm our
business.
Our success depends on the efficient and uninterrupted operation of our computer and
communications systems and the third-party data centers we use. Our ability to collect and report
accurate data may be interrupted by a number of factors, including our inability to access the
Internet, the failure of our network or software systems, computer viruses, security breaches or
variability in user traffic on customer Web sites. A failure of our network or data gathering
procedures could impede the processing of data, cause the corruption or loss of data or prevent the
timely delivery of our products.
In the future, we may need to expand our network and systems at a more rapid pace than we have
in the past. Our network or systems may not be capable of meeting the demand for increased
capacity, or we may incur additional unanticipated expenses to accommodate these capacity demands.
In addition, we may lose valuable data, be unable to obtain or provide data on a timely basis or
our network may temporarily shut down if we fail to adequately expand or maintain our network
capabilities to meet future requirements. Any lapse in our ability to collect or transmit data may
decrease the value of our products and prevent us from providing the data requested by our
customers. Any disruption in our network processing or loss of Internet user data may damage our
reputation and result in the loss of customers, and our business and results of operations could be
adversely affected.
We rely on a small number of third-party service providers to host and deliver our products, and
any interruptions or delays in services from these third parties could impair the delivery of our
products and harm our business.
We host our products and serve all of our customers from two third-party data center
facilities located in Virginia and Illinois While we operate our equipment inside these facilities,
we do not control the operation of either of these facilities, and, depending on service level
requirements, we may not continue to operate or maintain redundant data center facilities for all
of our products or for all of our data, which could increase our vulnerability. These facilities
are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, power loss,
telecommunications failures and similar events. They are also subject to break-ins, computer
viruses, sabotage, intentional acts of vandalism and other misconduct. A natural disaster or an act
of terrorism, a decision to close the facilities without adequate notice or other unanticipated
problems could result in lengthy interruptions in availability of our products. We may also
encounter capacity limitations at our third-party data centers. Additionally, our data center
facility agreements are of limited durations, and our data center facilities have no obligation to
renew their agreements with us on commercially reasonable terms, if at all. Our agreement for our
data center facility located in Virginia expires in October
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2010, if not renewed, and our agreement
for our data center facility located in Illinois expires in July 2010, if not renewed. Although we
are not substantially dependent on either data center facility because of planned redundancies, and
although we currently are able to migrate to alternative data centers, such a migration may result
in an interruption or delay in service. If we are unable to renew our agreements with the owners of
the facilities on commercially reasonable terms, or if we migrate to a new data center, we may
experience delays in delivering our products until an agreement with another data center facility
can be arranged or the migration to a new facility is completed.
Further, we depend on access to the Internet through third-party bandwidth providers to
operate our business. If we lose the services of one or more of our bandwidth providers for any
reason, we could experience disruption in the delivery of our products or be required to retain the
services of a replacement bandwidth provider. It may be difficult for us to replace any lost
bandwidth on commercially reasonable terms, or at all, due to the large amount of bandwidth our
operations require.
Our operations also rely heavily on the availability of electrical power and cooling capacity,
which are also supplied by third-party providers. If we or the third-party data center operators
that we use to deliver our products were to experience a major power outage or if the cost of
electrical power increases significantly, our operations and profitability would be harmed. If we
or the third-party data centers that we use were to experience a major power outage, we would have
to rely on back-up generators, which may not function properly, and their supply may be inadequate.
Such a power outage could result in the disruption of our business. Additionally, if our current
facilities fail to have sufficient cooling capacity or availability of electrical power, we would
need to find alternative facilities.
Any errors, defects, disruptions or other performance problems with our products caused by
third parties could harm our reputation and may damage our business. Interruptions in the
availability of our products may reduce our revenues due to increased turnaround time to
complete projects, cause us to issue credits to customers, cause customers to terminate their
subscription and project agreements or adversely affect our renewal rates. Our business would be
harmed if our customers or potential customers believe our products are unreliable.
The success of our business depends in large part on our ability to protect and enforce our
intellectual property rights.
We rely on a combination of patent, copyright, service mark, trademark and trade secret laws,
as well as confidentiality procedures and contractual restrictions, to establish and protect our
proprietary rights, all of which provide only limited protection. While we have filed a number of
patent applications and own three issued patents, we cannot assure you that any additional patents
will be issued with respect to any of our pending or future patent applications, nor can we assure
you that any patent issued to us will provide adequate protection, or that any patents issued to us
will not be challenged, invalidated, circumvented, or held to be unenforceable in actions against
alleged infringers. Also, we cannot assure you that any future trademark or service mark
registrations will be issued with respect to pending or future applications or that any of our
registered trademarks and service marks will be enforceable or provide adequate protection of our
proprietary rights. Furthermore, adequate (or any) patent, trademark, service mark, copyright and
trade secret protection may not be available in every country in which our services are available.
We endeavor to enter into agreements with our employees and contractors and with parties with
whom we do business in order to limit access to and disclosure of our proprietary information. We
cannot be certain that the steps we have taken will prevent unauthorized use of our technology or
the reverse engineering of our technology. Moreover, third parties might independently develop
technologies that are competitive to ours or that infringe upon our intellectual property. In
addition, the legal standards relating to the validity, enforceability and scope of protection of
intellectual property rights in Internet-related industries are uncertain and still evolving, both
in the United States and in other countries. The protection of our intellectual property rights may
depend on our legal actions against any infringers being successful. We cannot be sure any such
actions will be successful.
An assertion from a third party that we are infringing its intellectual property, whether such
assertions are valid or not, could subject us to costly and time-consuming litigation or expensive
licenses.
The Internet, mobile media, software and technology industries are characterized by the
existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent
litigation based on allegations of infringement or other violations of intellectual property
rights, domestically or internationally. As we grow and face increasing competition, the
probability that one or more third parties will make intellectual property rights claims against us
increases. In such cases, our technologies may be found to infringe on the intellectual property
rights of others. Additionally, many of our subscription agreements may require us to indemnify our
customers for third-party intellectual property infringement claims, which would increase our costs
if we have to defend such claims and may require that we pay damages and provide alternative
services if there were an adverse ruling in any such claims. Intellectual property claims could
harm our relationships with our customers, deter future customers from subscribing to our products
or expose us to litigation. Even if we are not a party to any litigation between a customer and a
third party, an adverse outcome in any such litigation could make it more difficult for us to
defend against intellectual property claims by the third party in any subsequent litigation in
which we are a named party. Any of these results could adversely affect our brand, business and
results of operations.
One of our competitors has filed patent infringement lawsuits against others, demonstrating
this partys propensity for patent litigation. It is possible that this third party, or some other
third party, may bring an action against us, and thus cause us to incur the substantial costs and
risks of litigation. Any intellectual property rights claim against us or our customers, with or
without merit, could be time-consuming and expensive to litigate or settle and could divert
management resources and attention. An adverse determination also could prevent us from offering
our products to our customers and may require that we procure or develop substitute products that
do not infringe on other parties rights.
With respect to any intellectual property rights claim against us or our customers, we may
have to pay damages or stop using technology found to be in violation of a third partys rights. We
may have to seek a license for the technology, which may not be available on reasonable terms or at
all, may significantly increase our operating expenses or may significantly restrict our business
activities in one or more respects. We
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may also be required to develop alternative non-infringing
technology, which could require significant effort and expense. Any of these outcomes could
adversely affect our business and results of operations.
Domestic or foreign laws, regulations or enforcement actions may limit our ability to collect and
use information about Internet users or restrict or prohibit our product offerings, causing a
decrease in the value of our products and an adverse impact on the sales of our products.
Our business could be adversely impacted by existing or future laws or regulations of, or
actions by, domestic or foreign regulatory agencies. For example, privacy concerns could lead to
legislative, judicial and regulatory limitations on our ability to collect maintain and use
information about Internet users in the United States and abroad. Various state legislatures have
enacted legislation designed to protect Internet users privacy, for example by prohibiting
spyware. In recent years, similar legislation has been proposed in other states and at the federal
level and has been enacted in foreign countries, most notably by the European Union, which adopted
a privacy directive regulating the collection of personally identifiable information online. These
laws and regulations, if drafted or interpreted broadly, could be deemed to apply to the technology
we use, and could restrict our information collection methods, and the collection methods of third
parties from whom we may obtain data, or decrease the amount and utility of the information that we
would be permitted to collect. Even if such laws and regulations are not enacted, lawmakers and
regulators may publicly call into question the collection and use of Internet or mobile usage data
and may affect vendors and customers willingness to do business with us. In addition, our ability
to conduct business in certain foreign jurisdictions, including China, is restricted by the laws,
regulations and agency actions of those jurisdictions. The costs of compliance with, and the other
burdens
imposed by, these and other laws or regulatory actions may prevent us from selling our
products or increase the costs associated with selling our products, and may affect our ability to
invest in or jointly develop products in the United States and in foreign jurisdictions.
In addition, failure to comply with these and other laws and regulations may result in, among
other things, administrative enforcement actions and fines, class action lawsuits and civil and
criminal liability. State attorneys general, governmental and non-governmental entities and private
persons may bring legal actions asserting that our methods of collecting, using and distributing
Web site visitor information are illegal or improper, which could require us to spend significant
time and resources defending these claims. For example, some companies that collect, use and
distribute Web site visitor information have been the subject of governmental investigations and
class-action lawsuits. Any such regulatory or civil action that is brought against us, even if
unsuccessful, may distract our managements attention, divert our resources, negatively affect our
public image or reputation among our panelists and customers and harm our business.
The impact of any of these current or future laws or regulations could make it more difficult
or expensive to attract or maintain panelists, particularly in affected jurisdictions, and could
adversely affect our business and results of operations.
Laws related to the regulation of the Internet could adversely affect our business.
Laws and regulations that apply to communications and commerce over the Internet are becoming
more prevalent. In particular, the growth and development of the market for eCommerce has prompted
calls for more stringent tax, consumer protection and privacy laws in the United States and abroad
that may impose additional burdens on companies conducting business online. The adoption,
modification or interpretation of laws or regulations relating to the Internet or our customers
digital operations could negatively affect the businesses of our customers and reduce their demand
for our products. Even if such laws and regulations are not enacted, lawmakers and regulators may
publicly call into question the collection and use of Internet or mobile usage data and may affect
vendors and customers willingness to do business with us.
If we fail to respond to evolving industry standards, our products may become obsolete or less
competitive.
The market for our products is characterized by rapid technological advances, changes in
customer requirements, changes in protocols and evolving industry standards. For example, industry
associations such as the Advertising Research Foundation, the Council of American Survey Research
Organizations, the Internet Advertising Bureau, or IAB, and the Media Ratings Council have
independently initiated efforts to either review online market research methodologies or to develop
minimum standards for online market research. On April 19, 2007, we received a letter from the IAB,
citing discrepancies between our audience measurement data, those of our competitors and those
provided by the server logs of IABs member organizations. In its letter, the IAB asked us to
submit to an independent audit and accreditation process of our audience measurement systems and
processes. In September 2007, we began a full audit to obtain accreditation by the Media Ratings
Council. Any standards adopted by the IAB or similar organizations may lead to costly changes to
our procedures and methodologies. As a result, the cost of developing our digital marketing
intelligence products could increase. If we do not adhere to standards prescribed by the IAB or
other industry associations, our customers could choose to purchase products from competing
companies that meet such standards. Furthermore, industry associations based in countries outside
of the United States often endorse certain vendors or methodologies. If our methodologies fail to
receive an endorsement from an important industry association located in a foreign country,
advertising agencies, media companies and advertisers in that country may not purchase our
products. As a result, our efforts to further expand internationally could be adversely affected.
The success of our business depends on the continued growth of the Internet as a medium for
commerce, content, advertising and communications.
Expansion in the sales of our products depends on the continued acceptance of the Internet as
a platform for commerce, content, advertising and communications. The use of the Internet as a
medium for commerce, content, advertising and communications could be adversely impacted by delays
in the development or adoption of new standards and protocols to handle increased demands of
Internet activity, security, reliability, cost, ease-of-use, accessibility and quality-of-service.
The performance of the Internet and its acceptance as a medium for commerce, content commerce,
content, advertising and communications has been harmed by viruses, worms, and similar malicious
programs, and the Internet has experienced a variety of outages and other delays as a result of
damage to portions of its infrastructure. If for any reason the Internet does not remain a medium
for widespread commerce, content, advertising and communications, the demand for our products would
be significantly reduced, which would harm our business.
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We rely on our management team and need additional personnel to grow our business, and the loss of
one or more key employees or the inability to attract and retain qualified personnel could harm our
business.
Our success and future growth depends to a significant degree on the skills and continued
services of our management team, including our founders, Magid M. Abraham, Ph.D. and Gian M.
Fulgoni. Our future success also depends on our ability to retain, attract and motivate highly
skilled technical, managerial, marketing and customer service personnel, including members of our
management team. All of our employees work for us on an at-will basis. We plan to hire additional
personnel in all areas of our business, particularly for our sales, marketing and technology
development areas, both domestically and internationally, which will likely increase our recruiting
and hiring costs. Competition for these types of personnel is intense, particularly in the Internet
and software industries. In addition, our recent actions to adjust compensation in favor of equity
incentive compensation over cash compensation in order to better align employee interests with
shareholder interest may negatively impact our ability to attract and retain important personnel.
As a result, we may be unable to successfully attract or retain qualified personnel. Our inability
to retain and attract the necessary personnel could adversely affect our business.
We may expand through investments in, acquisitions of, or the development of new products with
assistance from other companies, any of which may not be successful and may divert our managements
attention.
In mid-2008, we closed our acquisition of M:Metrics and have integrated this business into our
own. We also expect to continue to evaluate and enter into discussions regarding a wide array of
potential strategic transactions, including acquiring complementary products, technologies or
businesses. We also may enter into relationships with other businesses in order to expand our
product offerings, which could involve preferred or exclusive licenses, discount pricing or
investments in other company. These transactions could be material to our financial condition and
results of operations. Although these transactions may provide additional benefits, they may not be
profitable immediately or in the long term. Negotiating any such transactions could be
time-consuming, difficult and expensive, and our ability to close these transactions may be subject
to regulatory or other approvals and other conditions which are beyond our control. Consequently,
we can make no assurances that any such transactions, if undertaken and announced, would be
completed.
An acquisition, investment or business relationship may result in unforeseen operating
difficulties and expenditures. In particular, we may encounter difficulties assimilating or
integrating the businesses, technologies, products, personnel or operations of the acquired
companies, particularly if the key personnel of the acquired company choose not to be employed by
us, and we may have difficulty retaining the customers of any acquired business due to changes in
management and ownership. Acquisitions may also disrupt our ongoing business, divert our resources
and require significant management attention that would otherwise be available for ongoing
development of our business. Moreover, we cannot assure you that the anticipated benefits of any
acquisition, investment or business relationship would be realized or that we would not be exposed
to unknown liabilities. In connection with any such transaction, we may:
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use cash that we may need in the future to operate our business; and |
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incur debt on terms unfavorable to us or that we are unable to repay. |
The impact of any one or more of these factors could adversely affect our business or results
of operations or cause the price of our common stock to decline substantially.
Future acquisitions or dispositions could also result in dilutive issuances of our equity
securities, the incurrence of debt, contingent liabilities, amortization expenses, or write-offs of
goodwill, any of which could harm our financial condition. Also, the anticipated benefit of many of
our acquisitions may not materialize.
Changes and instability in the national and global political environments may adversely affect our
business and financial results.
Recent turmoil in the political environment in many parts of the world, including terrorist
activities and military actions, the continuing tension in and surrounding Iraq, Afghanistan and
the Middle East and increases in energy costs due to instability in oil-producing regions may
continue to put pressure on global economic conditions. If global economic and market conditions,
or economic conditions in the United States or other key markets deteriorate, we may experience
material impacts on our business, operating results, and financial condition.
Changes in, or interpretations of, accounting rules and regulations, including recent rules and
regulations regarding expensing of stock options, could result in unfavorable accounting charges or
cause us to change our compensation policies.
Accounting methods and policies, including policies governing revenue recognition, expenses
and accounting for stock options are continually subject to review, interpretation, and guidance
from relevant accounting authorities, including the Financial Accounting Standards Board, or FASB,
and the SEC. Changes to, or interpretations of, accounting methods or policies in the future may
require us to reclassify, restate or otherwise change or revise our financial statements, including
those contained in Part II, Item 8 of this Annual Report on Form 10-K.
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Investors could lose confidence in our financial reports, and our business and stock price may be
adversely affected, if our internal control over financial reporting is found by management or by
our independent registered public accounting firm to not be adequate or if we disclose significant
existing or potential deficiencies or material weaknesses in those controls.
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include a report on our internal
control over financial reporting in our Annual Report on Form 10-K for each year beginning with the
year ending December 31, 2008. That report must include managements assessment of the
effectiveness of our internal control over financial reporting as of the end of that and each
subsequent fiscal year. Additionally, our independent registered public accounting firm will be
required to issue a report on managements assessment of our internal control over financial
reporting and on their evaluation of the operating effectiveness of our internal control over
financial reporting.
We continue to evaluate our existing internal controls against the standards adopted by the
Public Company Accounting Oversight Board, or PCAOB. During the course of our ongoing evaluation of
our internal controls, we have in the past identified, and may in the future identify, areas
requiring improvement, and may have to design enhanced processes and controls to address issues
identified through this review. Remedying any significant deficiencies or material weaknesses that
we or our independent registered public accounting firm may identify could require us to incur
significant costs and expend significant time and management resources. We cannot assure you that
any of the measures we may implement to remedy any such deficiencies will effectively mitigate or
remedy such deficiencies. Further, if we are not able
to complete the assessment under Section 404 in a timely manner or to remedy any identified
material weaknesses, we and our independent registered public accounting firm would be unable to
conclude that our internal control over financial reporting is effective at the required reporting
deadlines. If our internal control over financial reporting is found by management or by our
independent registered public accountant to not be adequate or if we disclose significant existing
or potential deficiencies or material weaknesses in those controls, investors could lose confidence
in our financial reports, we could be subject to sanctions or investigations by The NASDAQ Global
Market, the Securities and Exchange Commission or other regulatory authorities and our stock price
could be adversely affected.
A determination that there is a significant deficiency or material weakness in the
effectiveness of our internal control over financial reporting could also reduce our ability to
obtain financing or could increase the cost of any financing we obtain and require additional
expenditures to comply with applicable requirements.
Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us
from offsetting future taxable income.
We have experienced changes in control that have triggered the limitations of Section 382 of
the Internal Revenue Code on our net operating loss carryforwards. As a result, we may be limited
in the portion of net operating loss carryforwards that we can use in the future to offset taxable
income for U.S. Federal income tax purposes.
As of March 31, 2009, we had federal and state net operating loss carryforwards for tax
purposes of approximately $61.9 million and $32.6 million, respectively. These net operating loss
carryforwards will begin to expire in 2021 for federal income tax reporting purposes and
in 2014 for state income tax reporting purposes.
In addition, at March 31, 2009 we had aggregate net operating loss carryforwards for tax
purposes related to our foreign subsidiaries of $9.7 million,
which will begin to expire in 2014.
We periodically assess the likelihood that we will be able to recover our deferred tax assets,
principally net operating loss carryforwards. We consider all available evidence, both positive and
negative, including historical levels of income, expectations and risks associated with estimates
of future taxable income and ongoing prudent and feasible tax planning strategies. As a result of
this analysis of all available evidence, both positive and negative, we reduced the valuation
allowance against a substantial portion of our U.S. deferred tax assets and certain foreign
deferred tax assets and recognized an income tax benefit during the year ended December 31, 2008 of
$20.4 million.
As of March 31, 2009, we had a valuation allowance of $2.9 million against certain deferred
tax assets. The valuation allowance relates to the acquired deferred tax assets of the M:Metrics UK
subsidiary and the deferred tax asset related to the unrealized impairment on the marketable
securities in the U.S. Depending on our actual results in the future, there may be sufficient
positive evidence to support the conclusion that all or a portion of our remaining valuation
allowance should be further reduced. To the extent we determine that all or a portion of our
valuation allowance is no longer necessary, we expect to recognize an income tax benefit in the
period such determination is made for the reversal of the valuation
allowance. If we determine
that, based on the weight of available evidence, it is
more-likely-than-not that some portion, or all, of the deferred tax
assets will not be realized, we may recognize an income tax
provision in that period. These events could
have a material impact on our reported results of operations.
During 2009, we expect to reduce our net deferred tax asset each quarter and recognize
deferred income tax expense that, when combined with our current income tax expense for cash taxes
due, will result in a normalized effective tax rate. However, to the extent we realize losses in
jurisdictions in which we cannot record an income tax benefit due to concern regarding the
realization of the associated deferred tax asset, our effective tax rate will be negatively
impacted.
We may require additional capital to support business growth, and this capital may not be available
on acceptable terms or at all.
We intend to continue to make investments to support our business growth and may require
additional funds to respond to business challenges, including the need to develop new products or
enhance our existing products, enhance our operating infrastructure and acquire complementary
businesses and technologies.
Accordingly, we may need to engage in equity or debt financings to secure additional funds. If
we raise additional funds through further issuances of equity or convertible debt securities, our
existing stockholders could suffer significant dilution, and any new equity securities we issue
could have rights, preferences and privileges superior to those of holders of our common stock. Any
debt financing secured by us in the future could include restrictive covenants relating to our
capital raising activities and other financial and operational matters, which may make it more
difficult for us to obtain additional capital and to pursue business opportunities, including
potential acquisitions. In addition, we may not be able to obtain additional financing on terms
favorable to us or at all. If we are unable to obtain adequate financing or financing on terms
satisfactory to us when we require it, our ability to continue to support our business growth and
to respond to business challenges could be
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significantly limited. In addition, the terms of any
additional equity or debt issuances may adversely affect the value and price of our common stock.
Due to the prevailing global economic conditions that largely began in 2008, many businesses
do not have access to the capital markets on acceptable terms. In addition, as a result of this
global credit market crisis, conditions for acquisition activities have become very difficult as
tight global credit conditions have adversely affected the ability of potential buyers to finance
acquisitions. Although these conditions have not immediately affected our current plans, these
adverse conditions are not likely to improve significantly in the near future and could have a
negative impact on our ability to execute on future strategic activities.
We face the risk of a decrease in our cash balances and losses in our investment portfolio.
We hold a large balance of cash, cash equivalents and short-term investments. The ability to
achieve our investment objectives is affected by many factors, some of which are beyond our
control. We rely on third-party money managers to manage the majority of our investment portfolio
in a risk-controlled framework. Our cash is invested in high-quality fixed-income securities and is
affected by changes in interest
rates. Interest rates are highly sensitive to many factors, including governmental monetary
policies and domestic and international economic and political conditions.
The outlook for our investment income is dependent on the future direction of interest rates
and the amount of cash flows from operations that are available for investment. Any significant
decline in our investment income or the value of our investments as a result of falling interest
rates, deterioration in the credit of the securities in which we have invested, decreased liquidity
in the market for these investments, or general market conditions, could have an adverse effect on
our net income and cash position.
Our investment strategy attempts to manage interest rate risk and limit credit risk. By
policy, we only invest in what we view as very high quality debt securities, and our largest
holdings are short-term U.S. Government securities. We do not hold any sub-prime mortgages or
structured investment vehicles. We do not invest in below investment-grade securities.
Our investments in auction rate securities are subject to risks which may cause losses and affect
the liquidity of these investments.
As of March 31, 2009, our principal sources of liquidity consisted of cash, cash equivalents
and short-term investments of $70.1 million. As of March 31, 2009 we held $2.9 in long-term
investments consisting of $2.9 million in auction rate securities, with a par value of
$5.1 million. As of December 31, 2008 we held $3.5 million in long-term investments consisting of
$2.9 million in auction rate securities, with a par value of $5.1 million, and $636,000 in other
long-term fixed income securities. In prior years we invested in auction rate securities. Auctions
for some of these adjustable rate securities have failed, and there is no assurance that auctions
on the remaining adjustable rate securities in our investment portfolio will succeed in the future.
An auction failure means that the parties wishing to sell their securities could not do so. As a
result, our ability to liquidate and fully recover the carrying value of our auction rate
securities in the near term may be limited or not exist. These developments have resulted in the
classification of all of these securities as long-term investments in our consolidated financial
statements.
The uncertainties in the credit markets have prevented us and other investors from liquidating
holdings of auction rate securities in recent auctions for these securities because the amount of
securities submitted for sale has exceeded the amount of purchase orders. Accordingly, we still
hold these long-term securities and are due interest at a higher rate than similar securities for
which auctions have cleared. None of these investments are mortgage backed securities or
collateralized debt obligations. As of December 31, 2008, certain of these investments were fully
backed by bonds with ratings ranging from A- to B and were insured against loss of principal and
interest by bond insurers whose ratings range from BBB to C. However, as of March 31, 2009 and
December 31, 2008, five auction rate securities with a par value of $5.1 million had failed their
most recent auction and are considered illiquid. As of December 31, 2008, we have recognized an
impairment charge of approximately $2.2 million assuming that the decline in value of these five
securities is other than temporary. These securities were valued using a discounted cash flow model
that takes into consideration, the securities coupon rate, the financial condition of the issuers
and the bond insurers, the expected date liquidity will be restored, as well as an applied
illiquidity discount. Based on the valuation models and an analysis of other-than-temporary
impairment factors, we concluded during the year ended December 31, 2008 that our investments in
auction rate securities have experienced an other-than-temporary decline in fair value. If the
credit ratings of the issuer, the bond insurers or the collateral
deteriorate further, we may
further adjust the carrying value of these investments. During the three months ended March 31,
2009, based on our updated valuation, no further adjustments to the carrying value of these
investments was necessary. We are uncertain as to when the liquidity issues relating to these
investments will improve. Accordingly, we classified these securities as long-term as of March 31,
2009 and December 31, 2008. If the issuers of these auction rate securities are unable to
successfully close future auctions and their credit ratings continue to deteriorate, we may in the
future be required to record further impairment charges on these investments. We may be required to
wait until market stability is restored for these instruments or until the final maturity of the
underlying notes (up to 30 years) to recover our investment.
Risks Related to the Securities Market and Ownership of our Common Stock
We cannot assure you that a market will continue to develop or exist for our common stock or what
the market price of our common stock will be.
Prior to our initial public offering, which was completed on July 2, 2007, there was no public
trading market for our common stock, and we cannot assure you that one will continue to develop or
be sustained. If a market does not continue to develop or is not sustained, it may be difficult for
you to sell your shares of common stock at an attractive price or at all. We cannot predict the
prices at which our common stock will trade.
The trading price of our common stock may be subject to significant fluctuations and volatility,
and our new stockholders may be unable to resell their shares at a profit.
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The stock markets, in general, and the markets for technology stocks in particular, have
experienced high levels of volatility. The market for technology stocks has been extremely volatile
and frequently reaches levels that bear no relationship to the past or present operating
performance of those companies. These broad market fluctuations may adversely affect the trading
price of our common stock. In addition, the trading price of our common stock has been subject to
significant fluctuations and may continue to fluctuate or decline.
The price of our common stock in the market may be higher or lower than the price you pay,
depending on many factors, some of which are beyond our control and may not be related to our
operating performance. It is possible that, in future quarters, our operating results may be below
the expectations of analysts or investors. As a result of these and other factors, the price of our
common stock may decline, possibly
materially. These fluctuations could cause you to lose all or part of your investment in our
common stock. Factors that could cause fluctuations in the trading price of our common stock
include the following:
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price and volume fluctuations in the overall stock market from time to time; |
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volatility in the market price and trading volume of technology companies and of companies in our industry; |
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actual or anticipated changes or fluctuations in our operating results; |
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actual or anticipated changes in expectations regarding our performance by investors or securities analysts; |
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the failure of securities analysts to cover our common stock after this offering or changes in financial estimates by analysts; |
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actual or anticipated developments in our competitors businesses or the competitive landscape; |
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actual or perceived inaccuracies in, or dissatisfaction with, information we provide to our customers or the media; |
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litigation involving us, our industry or both; |
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regulatory developments; |
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privacy and security concerns, including public perception of our practices as an invasion of privacy; |
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general economic conditions and trends; |
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major catastrophic events; |
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sales of large blocks of our stock; |
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the timing and success of new product introductions or upgrades by us or our competitors; |
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changes in our pricing policies or payment terms or those of our competitors; |
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concerns relating to the security of our network and systems; |
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our ability to expand our operations, domestically and internationally, and the amount and timing of expenditures related to
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departures of key personnel. |
In the past, following periods of volatility in the market price of a companys securities,
securities class action litigation has often been brought against that company. If our stock price
is volatile, we may become the target of securities litigation, which could result in substantial
costs and divert our managements attention and resources from our business. In addition,
volatility, lack of positive performance in our stock price or changes to our overall compensation
program, including our equity incentive program, may adversely affect our ability to retain key
employees.
If securities or industry analysts do not publish research or reports about our business or if they
issue an adverse or misleading opinion regarding our stock, our stock price and trading volume
could decline.
The trading market for our common stock will be influenced by the research and reports that
industry or securities analysts publish about us or our business. If any of the analysts who cover
us issue an adverse or misleading opinion regarding our stock, our stock price would likely
decline. If one or more of these analysts cease coverage of our company or fail to publish reports
on us regularly, we could lose visibility in the financial markets, which in turn could cause our
stock price or trading volume to decline.
Future sales of shares by existing stockholders could cause our stock price to decline.
If our existing stockholders sell, or indicate an intention to sell, substantial amounts of
our common stock in the public market, the trading price of our common stock could decline. These
sales could also make it more difficult for us to sell equity or equity-related securities in the
future at a time and price that we deem appropriate.
Insiders have substantial control over the outstanding shares of our common stock, which could
limit your ability to influence the outcome of key transactions, including a change of control.
Our directors, executive officers and each of our stockholders who own greater than 5% of our
outstanding common stock and their affiliates, in the aggregate, together beneficially own a
majority of the outstanding shares of our common stock. As a result, these stockholders, if
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acting
together, would be able to influence or control matters requiring approval by our stockholders,
including the election of directors and the approval of mergers, acquisitions or other
extraordinary transactions. They may have interests that differ from yours and may vote in a way
with which you disagree and which may be adverse to your interests. This concentration of ownership
may have the effect of delaying, preventing or deterring a change of control of our company, could
deprive our stockholders of an opportunity to receive a premium for their common stock as part of a
sale of our company and might affect the market price of our common stock.
We have incurred and will continue to incur increased costs and demands upon management as a result
of complying with the laws and regulations affecting a public company, which could adversely affect
our operating results.
As a public company, we have incurred and will continue to incur significant legal, accounting
and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act
of 2002, as well as rules implemented by the Securities and Exchange Commission and The NASDAQ
Stock Market, requires certain corporate governance practices for public companies. Our management
and other personnel devote a substantial amount of time to public reporting requirements and
corporate governance. These rules and regulations have significantly increased our legal and
financial compliance costs and made some activities more time-consuming and costly. We also have
incurred additional costs associated with our public company reporting requirements. If these costs
do not continue to be offset by increased revenues and improved financial performance, our
operating results would be adversely affected. These rules and regulations also make it more
difficult and more expensive for us to obtain director and officer liability insurance, and we may
be required to accept reduced policy limits and coverage or incur substantially higher costs to
obtain the same or similar coverage if these costs continue to rise. As a result, it may be more
difficult for us to attract and retain qualified people to serve on our board of directors or as
executive officers.
Provisions in our certificate of incorporation and bylaws and under Delaware law might discourage,
delay or prevent a change of control of our company or changes in our management and, therefore,
depress the trading price of our common stock.
Our certificate of incorporation and bylaws contain provisions that could depress the trading
price of our common stock by acting to discourage, delay or prevent a change of control of our
company or changes in our management that the stockholders of our company may deem advantageous.
These provisions:
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provide for a classified board of directors so that not all members of our board of directors are elected at one time; |
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authorize blank check preferred stock that our board of directors could issue to increase the number of outstanding
shares to discourage a takeover attempt; |
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prohibit stockholder action by written consent, which means that all stockholder actions must be taken at a meeting
of our stockholders; |
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prohibit stockholders from calling a special meeting of our stockholders; |
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provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and |
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provide for advance notice requirements for nominations for elections
to our board of directors or for proposing matters that can be acted
upon by stockholders at stockholder meetings. |
Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which
prohibits a Delaware corporation from engaging in any of a broad range of business combinations
with any interested stockholder for a period of three years following the date on which the
stockholder became an interested stockholder and which may discourage, delay or prevent a change
of control of our company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities during the Three Months Ended March 31, 2009
None.
(b) Use of Proceeds from Sale of Registered Equity Securities
On June 26, 2007, our Registration Statements on Form S-1, as amended (Reg. Nos.
333-131740 and 333-144071) were declared effective in connection with the initial public offering
of our common stock, pursuant to which we registered an aggregate of 6,095,000 shares of our common
stock, of which we sold 5,000,000 shares and certain selling stockholders sold 1,095,000 shares,
including the underwriters over-allotment, at a price to the public of $16.50 per share. We
received net proceeds of approximately $73.1 million after deducting discounts, commissions and
related costs as well as the net proceeds received by selling stockholders from the gross proceeds.
The principal purposes of the offering were to create a public market for our common
stock and to facilitate our future access to the public equity markets, as well as to obtain
additional capital. Except as discussed below, we currently have no specific plans for the use of a
significant portion of the net proceeds of the offering. However, we anticipate that we will use
the net proceeds from the offering for general
corporate purposes, which may include working capital, capital expenditures, other corporate
expenses and acquisitions of complementary products, technologies or
businesses. We used
approximately $9.5 million of the net proceeds for capital expenditures related to computer
hardware and equipment as well as office improvements. We used $44.5 million for the acquisition of
M:Metrics, Inc. We currently have no agreements or commitments with respect to acquisitions of
complementary products, technologies or businesses. The timing and amount of our actual
expenditures will be based on many factors, including cash flows from operations and the
anticipated growth of our business.
47
Pending the uses described above, we intend to invest the net proceeds in a variety of
short-term, interest-bearing, investment grade securities. There has been no material change in the
planned use of proceeds from our initial public offering from that described in the final
prospectus filed by us with the SEC pursuant to Rule 424(b) on June 28, 2007.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During the three months ended March 31, 2009, we repurchased the following shares of
common stock in connection with certain restricted stock and restricted stock unit awards issued
under our Equity Incentive Plans:
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Maximum |
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Number (or |
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Approximate |
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Total |
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Dollar |
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Number of |
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Value) of |
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Shares (or |
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Shares |
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Units) |
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(or Units) that |
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Purchased as |
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May |
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Part |
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Yet Be |
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of Publicly |
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Purchased |
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Total Number of |
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Average Price |
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Announced |
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Under the |
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Shares (or Units) |
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Per |
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Plans of |
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Plans or |
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Purchased(1) |
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Share (or Unit) |
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Programs |
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Programs |
January 1 January 31, 2009 |
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28,293 |
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$ |
0.73 |
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February 1 February 28, 2009 |
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69,045 |
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$ |
5.90 |
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March 1 March 31, 2009 |
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61,517 |
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$ |
10.53 |
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Total |
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158,855 |
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(1) |
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The shares included in the table above were repurchased either in
connection with (i) our exercise of the repurchase right afforded to
us in connection with certain employee restricted stock awards or
(ii) the forfeiture of shares by an employee as payment of the minimum
statutory withholding taxes due upon the vesting of certain employee
restricted stock and restricted stock unit awards. A detailed breakout
of each category follows below. |
For the three months ended March 31, 2009, the shares repurchased in connection with our
exercise of the repurchase right afforded to us upon the cessation of employment consisted of the
following:
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Total Number of |
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Average Price |
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Shares Purchased |
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Per Share |
January 1 January 31, 2009 |
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26,646 |
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$ |
0.00 |
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February 1
February 28, 2009 |
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17,953 |
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$ |
0.00 |
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March 1 March 31, 2009 |
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6,518 |
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$ |
0.00 |
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Total |
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51,117 |
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The shares we repurchased in connection with the payment of minimum statutory withholding
taxes due upon the vesting of certain restricted stock and restricted stock unit awards were
repurchased at the then current fair market value of the shares. For the three months ended March
31, 2009, these shares consisted of the following:
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Total Number of |
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Average Price |
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Shares Purchased |
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Per Share |
January 1 January 31, 2009 |
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1,647 |
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$ |
12.61 |
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February 1
February 28, 2009 |
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51,092 |
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$ |
7.97 |
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March 1 March 31, 2009 |
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54,999 |
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$ |
11.78 |
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Total |
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107,738 |
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48
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
The exhibits listed on the Exhibit Index attached hereto are filed or incorporated by
reference (as stated therein) as part of this Quarterly Report on Form 10-Q.
49
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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comScore, Inc.
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/s/ Kenneth J. Tarpey
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Kenneth J. Tarpey |
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Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer) |
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Date: May 11, 2009
50
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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3.1(1)
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Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.3) |
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3.2(1)
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Amended and Restated Bylaws of the Registrant (Exhibit 3.4) |
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10.1(2)
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Summary of 2009 Executive Compensation Bonus Policy (Exhibit 10.22) |
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10.2(3)
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Letter Agreement with Kenneth J. Tarpey, dated April 1, 2009 (Exhibit 10.1) |
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31.1
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Certification of the Chief Executive Officer pursuant to Rule 13a 14(a) and Rule
15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 |
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31.2
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Certification of the Chief Financial Officer pursuant to Rule 13a 14(a) and Rule
15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 |
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32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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(1) |
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Incorporated by reference to the exhibits to the Registrants
Registration Statement on Form S-1, as amended, dated June 26, 2007
(No. 333-141740). The number given in parenthesis indicates the
corresponding exhibit number in such Form S-1. |
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(2) |
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Incorporated by reference to the exhibit to the Registrants Annual
Report on Form 10-K, filed March 16, 2009 (File No. 000-1158172). The
number given in parentheses indicates the corresponding exhibit number
in such Form 10-K. |
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(3) |
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Incorporated by reference to the exhibit to the Registrants Current
Report on Form 8-K, filed April 20, 2009 (File No. 000-1158172). The
number given in parentheses indicates the corresponding exhibit number
in such Form 10-K. |
51