|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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54-1955550
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification Number)
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|
|
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11950 Democracy Drive, Suite 600
Reston, VA
|
|
20190
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(Address of principal executive offices)
|
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(Zip Code)
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Large accelerated filer
|
|
ý
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Accelerated filer
|
|
o
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Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
|
EX-31.1
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|
EX-31.2
|
|
EX-32.1
|
|
EX-32.2
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
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(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
39,610
|
|
|
$
|
67,795
|
|
Accounts receivable, net of allowances of $2,259 and $1,667, respectively
|
80,804
|
|
|
90,040
|
|
||
Prepaid expenses and other current assets
|
24,688
|
|
|
10,162
|
|
||
Deferred tax assets
|
13,916
|
|
|
10,802
|
|
||
Total current assets
|
159,018
|
|
|
178,799
|
|
||
Property and equipment, net
|
41,751
|
|
|
37,995
|
|
||
Other non-current assets
|
1,051
|
|
|
1,123
|
|
||
Long-term deferred tax assets
|
11,923
|
|
|
9,244
|
|
||
Intangible assets, net
|
20,302
|
|
|
32,938
|
|
||
Goodwill
|
104,596
|
|
|
103,314
|
|
||
Total assets
|
$
|
338,641
|
|
|
$
|
363,413
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
5,993
|
|
|
$
|
3,378
|
|
Accrued expenses
|
46,794
|
|
|
33,472
|
|
||
Deferred revenues
|
79,539
|
|
|
86,607
|
|
||
Deferred rent
|
1,877
|
|
|
1,155
|
|
||
Deferred tax liabilities
|
10
|
|
|
10
|
|
||
Capital lease obligations
|
12,592
|
|
|
10,351
|
|
||
Total current liabilities
|
146,805
|
|
|
134,973
|
|
||
Deferred rent, long-term
|
10,066
|
|
|
11,747
|
|
||
Deferred revenue, long-term
|
2,565
|
|
|
2,859
|
|
||
Deferred tax liabilities, long-term
|
549
|
|
|
595
|
|
||
Capital lease obligations, long-term
|
13,039
|
|
|
13,330
|
|
||
Other long-term liabilities
|
990
|
|
|
1,107
|
|
||
Total liabilities
|
174,014
|
|
|
164,611
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at September 30, 2014 and December 31, 2013; no shares issued or outstanding at September 30, 2014 and December 31, 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value per share; 100,000,000 shares authorized at September 30, 2014 and December 31, 2013; 35,897,027 shares issued and 34,159,918 outstanding as of September 30, 2014 and 35,699,508 shares issued and 35,216,071 shares outstanding at December 31, 2013, respectively
|
36
|
|
|
36
|
|
||
Additional paid-in capital
|
307,655
|
|
|
293,322
|
|
||
Accumulated other comprehensive (loss) income
|
(2,653
|
)
|
|
1,726
|
|
||
Accumulated deficit
|
(90,416
|
)
|
|
(83,173
|
)
|
||
Treasury stock, at cost, 1,737,109 and 483,437 shares as of September 30, 2014 and December 31, 2013, respectively
|
(49,995
|
)
|
|
(13,109
|
)
|
||
Total stockholders’ equity
|
164,627
|
|
|
198,802
|
|
||
Total liabilities and stockholders’ equity
|
$
|
338,641
|
|
|
$
|
363,413
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
$
|
82,136
|
|
|
$
|
71,606
|
|
|
$
|
239,048
|
|
|
$
|
210,365
|
|
Cost of revenues (excludes amortization of intangible assets) (1)
|
24,491
|
|
|
21,603
|
|
|
71,164
|
|
|
65,767
|
|
||||
Selling and marketing (1)
|
26,125
|
|
|
24,255
|
|
|
78,791
|
|
|
74,204
|
|
||||
Research and development (1)
|
13,784
|
|
|
10,441
|
|
|
39,192
|
|
|
30,467
|
|
||||
General and administrative (1)
|
14,966
|
|
|
12,492
|
|
|
42,952
|
|
|
32,742
|
|
||||
Amortization of intangible assets
|
1,912
|
|
|
1,956
|
|
|
5,786
|
|
|
6,043
|
|
||||
Impairment of intangible assets
|
6,942
|
|
|
—
|
|
|
6,942
|
|
|
—
|
|
||||
Gain on asset disposition
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(214
|
)
|
||||
Settlement of litigation, net
|
(80
|
)
|
|
—
|
|
|
2,780
|
|
|
(1,160
|
)
|
||||
Total expenses from operations
|
88,140
|
|
|
70,743
|
|
|
247,607
|
|
|
207,849
|
|
||||
Income (loss) from operations
|
(6,004
|
)
|
|
863
|
|
|
(8,559
|
)
|
|
2,516
|
|
||||
Interest and other expense, net
|
(382
|
)
|
|
(238
|
)
|
|
(889
|
)
|
|
(570
|
)
|
||||
Gain (loss) from foreign currency
|
570
|
|
|
82
|
|
|
253
|
|
|
(165
|
)
|
||||
Income (loss) before income tax provision
|
(5,816
|
)
|
|
707
|
|
|
(9,195
|
)
|
|
1,781
|
|
||||
Income tax benefit (provision)
|
2,555
|
|
|
(789
|
)
|
|
1,952
|
|
|
(4,284
|
)
|
||||
Net loss
|
$
|
(3,261
|
)
|
|
$
|
(82
|
)
|
|
$
|
(7,243
|
)
|
|
$
|
(2,503
|
)
|
Net loss available to common stockholders per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.07
|
)
|
Diluted
|
$
|
(0.10
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.07
|
)
|
Weighted-average number of shares used in per share calculation - common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
33,502,533
|
|
|
34,502,456
|
|
|
33,550,933
|
|
|
34,417,609
|
|
||||
Diluted
|
33,502,533
|
|
|
34,502,456
|
|
|
33,550,933
|
|
|
34,417,609
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(3,261
|
)
|
|
$
|
(82
|
)
|
|
$
|
(7,243
|
)
|
|
$
|
(2,503
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(4,309
|
)
|
|
1,094
|
|
|
(4,379
|
)
|
|
(32
|
)
|
||||
Total comprehensive loss
|
$
|
(7,570
|
)
|
|
$
|
1,012
|
|
|
$
|
(11,622
|
)
|
|
$
|
(2,535
|
)
|
|
|
|
|
|
|
|
|
||||||||
(1) Amortization of stock-based compensation is included in the line items above as follows:
|
|
|
|||||||||||||
Cost of revenues
|
$
|
944
|
|
|
$
|
887
|
|
|
$
|
2,671
|
|
|
$
|
2,435
|
|
Selling and marketing
|
$
|
3,128
|
|
|
$
|
2,487
|
|
|
$
|
9,191
|
|
|
$
|
8,519
|
|
Research and development
|
$
|
999
|
|
|
$
|
947
|
|
|
$
|
2,580
|
|
|
$
|
2,163
|
|
General and administrative
|
$
|
5,088
|
|
|
$
|
2,922
|
|
|
$
|
12,000
|
|
|
$
|
6,271
|
|
|
Common Stock
|
|
Additional
Paid-In Capital
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Accumulated
Stockholders’ Deficit
|
|
Treasury stock, at cost
|
|
Total
Stockholders’ Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2012
|
35,679,430
|
|
|
$
|
36
|
|
|
$
|
274,622
|
|
|
$
|
1,825
|
|
|
$
|
(80,840
|
)
|
|
$
|
—
|
|
|
$
|
195,643
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,503
|
)
|
|
—
|
|
|
(2,503
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||||
Exercise of common stock options
|
44,518
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
||||||
Issuance of restricted stock
|
447,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock canceled
|
(189,970
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock units vested
|
195,381
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock received for tax withholding
|
(485,675
|
)
|
|
—
|
|
|
(8,643
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,643
|
)
|
||||||
Repurchases of common stock
|
(23,437
|
)
|
|
|
|
|
|
|
|
|
|
(496
|
)
|
|
(496
|
)
|
||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
21,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,320
|
|
||||||
Balance at September 30, 2013
|
35,668,068
|
|
|
$
|
36
|
|
|
$
|
287,488
|
|
|
$
|
1,793
|
|
|
$
|
(83,343
|
)
|
|
$
|
(496
|
)
|
|
$
|
205,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2013
|
35,216,071
|
|
|
$
|
36
|
|
|
$
|
293,322
|
|
|
$
|
1,726
|
|
|
$
|
(83,173
|
)
|
|
$
|
(13,109
|
)
|
|
$
|
198,802
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,243
|
)
|
|
—
|
|
|
(7,243
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,379
|
)
|
|
—
|
|
|
—
|
|
|
(4,379
|
)
|
||||||
Exercise of common stock options
|
21,742
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
||||||
Issuance of restricted stock
|
228,084
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock canceled
|
(29,846
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock units vested
|
421,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock received for tax withholding
|
(443,699
|
)
|
|
—
|
|
|
(14,458
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,458
|
)
|
||||||
Repurchase of common stock
|
(1,253,672
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,886
|
)
|
|
(36,886
|
)
|
||||||
Excess tax benefits from stock based compensation, net
|
—
|
|
|
—
|
|
|
2,229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,229
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
26,481
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,481
|
|
||||||
Balance at September 30, 2014
|
34,159,918
|
|
|
$
|
36
|
|
|
$
|
307,655
|
|
|
$
|
(2,653
|
)
|
|
$
|
(90,416
|
)
|
|
$
|
(49,995
|
)
|
|
$
|
164,627
|
|
|
Nine Months Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(7,243
|
)
|
|
$
|
(2,503
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
13,185
|
|
|
12,120
|
|
||
Amortization of intangible assets
|
5,786
|
|
|
6,043
|
|
||
Impairment of intangible assets
|
6,942
|
|
|
—
|
|
||
Provision for bad debts
|
2,223
|
|
|
596
|
|
||
Stock-based compensation
|
26,442
|
|
|
19,388
|
|
||
Amortization of deferred rent
|
(974
|
)
|
|
(122
|
)
|
||
Deferred tax (benefit) provision
|
(6,113
|
)
|
|
2,894
|
|
||
Loss (gain) on asset disposal
|
153
|
|
|
(228
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
6,084
|
|
|
1,585
|
|
||
Prepaid expenses and other current assets
|
(14,736
|
)
|
|
622
|
|
||
Accounts payable, accrued expenses, and other liabilities
|
16,487
|
|
|
3,783
|
|
||
Deferred revenues
|
(6,252
|
)
|
|
(7,003
|
)
|
||
Deferred rent
|
36
|
|
|
1,637
|
|
||
Net cash provided by operating activities
|
42,020
|
|
|
38,812
|
|
||
|
|
|
|
||||
Investing activities
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(4,043
|
)
|
|
—
|
|
||
Proceeds from asset disposition
|
—
|
|
|
160
|
|
||
Purchase of property and equipment
|
(6,562
|
)
|
|
(3,560
|
)
|
||
Net cash used in investing activities
|
(10,605
|
)
|
|
(3,400
|
)
|
||
|
|
|
|
||||
Financing activities
|
|
|
|
||||
Proceeds from the exercise of common stock options
|
81
|
|
|
189
|
|
||
Repurchase of common stock (withholding taxes)
|
(14,458
|
)
|
|
(8,643
|
)
|
||
Repurchase of common stock (treasury shares)
|
(36,886
|
)
|
|
(496
|
)
|
||
Excess tax benefits from stock based compensation
|
2,229
|
|
|
—
|
|
||
Principal payments on capital lease obligations
|
(8,706
|
)
|
|
(7,327
|
)
|
||
Proceeds from financing arrangements
|
—
|
|
|
3,952
|
|
||
Principal payments on financing arrangements
|
—
|
|
|
(3,952
|
)
|
||
Debt issuance costs
|
—
|
|
|
(479
|
)
|
||
Net cash used in financing activities
|
(57,740
|
)
|
|
(16,756
|
)
|
||
Effect of exchange rate changes on cash
|
(1,860
|
)
|
|
(626
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(28,185
|
)
|
|
18,030
|
|
||
Cash and cash equivalents at beginning of period
|
67,795
|
|
|
61,764
|
|
||
Cash and cash equivalents at end of period
|
$
|
39,610
|
|
|
$
|
79,794
|
|
|
|
|
|
||||
Supplemental cash flow disclosures
|
|
|
|
||||
Interest paid
|
$
|
943
|
|
|
$
|
492
|
|
Net income taxes paid
|
$
|
955
|
|
|
$
|
1,112
|
|
Supplemental noncash investing and financing activities
|
|
|
|
||||
Capital lease obligations incurred
|
$
|
10,895
|
|
|
$
|
11,616
|
|
Accrued capital expenditures
|
$
|
1,573
|
|
|
$
|
6,273
|
|
Leasehold improvements acquired through lease incentives
|
$
|
—
|
|
|
$
|
1,637
|
|
1.
|
Organization
|
2.
|
Summary of Significant Accounting Policies
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||
|
|
September 30, 2013
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Total Gains (Losses)
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
|||||||||
Description
|
|
(In thousands)
|
||||||||||||||||
Long-lived assets held and used
|
|
$
|
1,182
|
|
|
—
|
|
|
—
|
|
|
$
|
1,182
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||
|
|
September 30, 2014
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Total Gains (Losses)
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
|||||||||
Description
|
|
(In thousands)
|
||||||||||||||||
Long-lived assets held and used
|
|
$
|
2,780
|
|
|
—
|
|
|
—
|
|
|
$
|
2,780
|
|
|
$
|
(6,942
|
)
|
|
Useful
Lives
(Years)
|
|
Acquired methodologies/technology
|
3 to 7
|
|
Customer relationships
|
3 to 7
|
|
Panel
|
7
|
|
Intellectual property
|
7 to 13
|
|
Trade names
|
2 to 10
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In thousands, except share and per share data)
|
|
(In thousands, except share and per share data)
|
||||||||||||
Net loss
|
$
|
(3,261
|
)
|
|
$
|
(82
|
)
|
|
$
|
(7,243
|
)
|
|
$
|
(2,503
|
)
|
Net loss per share - common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.07
|
)
|
Diluted
|
$
|
(0.10
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.07
|
)
|
Weighted-average shares outstanding-common stock, basic and dilutive
|
33,502,533
|
|
|
34,502,456
|
|
|
33,550,933
|
|
|
34,417,609
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Stock options and restricted stock
|
689,327
|
|
|
694,829
|
|
|
749,311
|
|
|
694,781
|
|
3.
|
Business Combinations
|
Cash and cash equivalents
|
$
|
457
|
|
Accounts Receivables, net
|
233
|
|
|
Prepaid expenses and other current assets
|
1
|
|
|
Property and equipment, net
|
10
|
|
|
Deferred tax asset
|
—
|
|
|
Accounts payable
|
(98
|
)
|
|
Accrued expenses
|
(92
|
)
|
|
Deferred tax liability
|
—
|
|
|
Net tangible assets acquired
|
511
|
|
|
Definite-lived intangible assets acquired
|
722
|
|
|
Goodwill
|
3,267
|
|
|
Total purchase price
|
$
|
4,500
|
|
Cash proceeds received at closing, net
|
$
|
160
|
|
Proceeds receivable (placed in escrow)
|
750
|
|
|
Fair value of licensed intellectual property
|
1,182
|
|
|
|
2,092
|
|
|
Carrying value of assets disposed
|
(1,436
|
)
|
|
Goodwill allocated to disposition
|
(289
|
)
|
|
Fair value of accelerated equity awards
|
(157
|
)
|
|
Gain on disposition
|
$
|
210
|
|
4.
|
Goodwill and Intangible Assets
|
Balance as of December 31, 2013
|
$
|
103,314
|
|
Acquisition of MdotLabs
|
3,267
|
|
|
Translation adjustments
|
(1,985
|
)
|
|
Balance as of September 30, 2014
|
$
|
104,596
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Acquired methodologies/technology
|
|
$
|
6,865
|
|
|
$
|
(5,000
|
)
|
|
$
|
1,865
|
|
|
$
|
7,770
|
|
|
$
|
(5,471
|
)
|
|
$
|
2,299
|
|
Customer relationships
|
|
22,469
|
|
|
(12,701
|
)
|
|
9,768
|
|
|
35,774
|
|
|
(15,346
|
)
|
|
20,428
|
|
||||||
Panel
|
|
1,642
|
|
|
(1,485
|
)
|
|
157
|
|
|
1,650
|
|
|
(1,316
|
)
|
|
334
|
|
||||||
Intellectual property
|
|
13,572
|
|
|
(5,150
|
)
|
|
8,422
|
|
|
13,576
|
|
|
(3,999
|
)
|
|
9,577
|
|
||||||
Trade names
|
|
1,844
|
|
|
(1,754
|
)
|
|
90
|
|
|
2,904
|
|
|
(2,604
|
)
|
|
300
|
|
||||||
|
|
$
|
46,392
|
|
|
$
|
(26,090
|
)
|
|
$
|
20,302
|
|
|
$
|
61,674
|
|
|
$
|
(28,736
|
)
|
|
$
|
32,938
|
|
|
(In years)
|
Acquired methodologies/technology
|
2.9
|
Customer relationships
|
3.3
|
Panel
|
0.7
|
Intellectual property
|
6.9
|
Trade names
|
2.0
|
|
(In thousands)
|
||
2014
|
1,602
|
|
|
2015
|
5,732
|
|
|
2016
|
4,702
|
|
|
2017
|
3,670
|
|
|
2018
|
1,647
|
|
|
Thereafter
|
2,949
|
|
|
|
$
|
20,302
|
|
5.
|
Accrued Expenses
|
|
|
September 30,
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
||||
|
|
(In thousands)
|
||||||
Settlement of privacy litigation*
|
|
$
|
14,000
|
|
|
$
|
—
|
|
Payroll and related
|
|
11,186
|
|
|
9,213
|
|
||
Income, sales and other taxes
|
|
4,140
|
|
|
4,716
|
|
||
Stock-based compensation
|
|
6,000
|
|
|
6,061
|
|
||
Cost of revenues
|
|
4,702
|
|
|
5,641
|
|
||
Professional fees
|
|
1,728
|
|
|
3,066
|
|
||
Other
|
|
5,038
|
|
|
4,775
|
|
||
|
|
$
|
46,794
|
|
|
$
|
33,472
|
|
6.
|
Long-term Debt and Other Financing Arrangement
|
|
(In thousands)
|
||
2014
|
$
|
3,567
|
|
2015
|
12,903
|
|
|
2016
|
8,480
|
|
|
2017
|
2,030
|
|
|
2018
|
44
|
|
|
Total minimum lease payments
|
27,024
|
|
|
Less amount representing interest
|
(1,393
|
)
|
|
Present value of net minimum lease payments
|
25,631
|
|
|
Less current portion
|
(12,592
|
)
|
|
Capital lease obligations, long-term
|
$
|
13,039
|
|
7.
|
Commitments and Contingencies
|
|
(In thousands)
|
||
2014
|
$
|
2,633
|
|
2015
|
10,177
|
|
|
2016
|
9,437
|
|
|
2017
|
9,163
|
|
|
2018
|
8,490
|
|
|
Thereafter
|
28,682
|
|
|
Total minimum lease payments
|
$
|
68,582
|
|
8.
|
Income Taxes
|
9.
|
Stockholders’ Equity
|
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value (in
thousands)
|
|||||
Options outstanding at December 31, 2013
|
|
38,234
|
|
|
$
|
4.37
|
|
|
2.09
|
|
|
927
|
|
Options granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Options exercised
|
|
(21,742
|
)
|
|
3.75
|
|
|
—
|
|
|
729
|
|
|
Options forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Options expired
|
|
(137
|
)
|
|
9.29
|
|
|
—
|
|
|
—
|
|
|
Options outstanding and exercisable at September 30, 2014
|
|
16,355
|
|
|
$
|
5.15
|
|
|
1.43
|
|
|
511
|
|
Nonvested Stock Awards
|
|
Restricted
Stock
|
|
Restricted
Stock
Units
|
|
Total Number
of Shares
Underlying
Awards
|
|
Weighted
Average
Grant-Date
Fair
Value
|
|||||
Nonvested at December 31, 2013
|
|
1,050,610
|
|
|
1,134,926
|
|
|
2,185,536
|
|
|
$
|
22.10
|
|
Granted
|
|
228,084
|
|
|
582,478
|
|
|
810,562
|
|
|
32.89
|
|
|
Vested
|
|
(738,299
|
)
|
|
(421,238
|
)
|
|
(1,159,537
|
)
|
|
24.41
|
|
|
Forfeited
|
|
(29,846
|
)
|
|
(135,027
|
)
|
|
(164,873
|
)
|
|
24.13
|
|
|
Nonvested at September 30, 2014
|
|
510,549
|
|
|
1,161,139
|
|
|
1,671,688
|
|
|
$
|
25.53
|
|
Common stock available for future issuances under the Plans
|
3,829,238
|
|
Common stock reserved for outstanding options and restricted stock units
|
1,177,494
|
|
|
5,006,732
|
|
10.
|
Share Repurchases
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
(Amounts in millions, except share and per share data)
|
|
|
|
Total number of shares repurchased
|
—
|
|
1,237,572
|
Average price paid per share
|
—
|
|
$29.33
|
Total value of shares repurchased (as measured at time of repurchase)
|
—
|
|
$36.3 million
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
(Amounts in millions, except share and per share data)
|
|
|
|
Total number of shares repurchased
|
16,100
|
|
16,100
|
Average price paid per share
|
$36.86
|
|
$36.86
|
Total value of shares repurchased (as measured at time of repurchase)
|
$0.6 million
|
|
$0.6 million
|
11.
|
Geographic Information
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
United States
|
|
$
|
57,038
|
|
|
$
|
50,291
|
|
|
$
|
167,297
|
|
|
$
|
148,306
|
|
Europe
|
|
14,346
|
|
|
12,508
|
|
|
41,563
|
|
|
36,430
|
|
||||
Canada
|
|
3,683
|
|
|
3,465
|
|
|
10,376
|
|
|
9,824
|
|
||||
Other
|
|
7,069
|
|
|
5,342
|
|
|
19,812
|
|
|
15,805
|
|
||||
Total Revenues
|
|
$
|
82,136
|
|
|
$
|
71,606
|
|
|
$
|
239,048
|
|
|
$
|
210,365
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
|
|
(In thousands)
|
||||||
United States
|
|
$
|
37,183
|
|
|
$
|
32,370
|
|
Europe
|
|
3,818
|
|
|
4,655
|
|
||
Canada
|
|
200
|
|
|
256
|
|
||
Other
|
|
550
|
|
|
714
|
|
||
Total
|
|
$
|
41,751
|
|
|
$
|
37,995
|
|
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Revenue
1
|
$
|
82,136
|
|
|
$
|
71,606
|
|
|
$
|
239,048
|
|
|
$
|
209,035
|
|
Adjusted EBITDA*
1
|
$
|
19,118
|
|
|
$
|
16,355
|
|
|
$
|
51,262
|
|
|
$
|
42,953
|
|
Adjusted EBITDA Margin*
1
|
23
|
%
|
|
23
|
%
|
|
21
|
%
|
|
21
|
%
|
*
|
Adjusted EBITDA is not calculated in accordance with generally accepted accounting principles, or GAAP. A reconciliation of this non-GAAP measure to the most directly comparable GAAP-based measure along with a summary of the definition and its material limitation are included in the section titled “-Non-GAAP Financial Measures.”
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
adjusted EBITDA does not consider the impact of equity-based compensation;
|
•
|
adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and
|
•
|
other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
Three Months Ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Net loss
|
$
|
(3,261
|
)
|
|
$
|
(82
|
)
|
|
$
|
(7,243
|
)
|
|
$
|
(2,503
|
)
|
Amortization of intangible assets
|
1,912
|
|
|
1,956
|
|
|
5,786
|
|
|
6,043
|
|
||||
Impairment of intangible assets
|
6,942
|
|
|
—
|
|
|
6,942
|
|
|
—
|
|
||||
Stock-based compensation
|
10,159
|
|
|
7,243
|
|
|
26,442
|
|
|
19,388
|
|
||||
Costs related to acquisitions, restructuring and other infrequently occurring items
|
997
|
|
|
2,247
|
|
|
4,433
|
|
|
4,591
|
|
||||
Settlement of litigation
|
(80
|
)
|
|
—
|
|
|
2,780
|
|
|
(1,160
|
)
|
||||
Gain on ARS disposition
|
—
|
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
||||
Adjustment to exclude non-Health Copy-Testing and Configuration Manager products
|
—
|
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
||||
Deferred tax (benefit) provision
|
(4,681
|
)
|
|
192
|
|
|
(6,113
|
)
|
|
2,894
|
|
||||
Current tax provision(2)
|
2,126
|
|
|
597
|
|
|
4,161
|
|
|
1,390
|
|
||||
Depreciation
|
4,622
|
|
|
3,964
|
|
|
13,185
|
|
|
12,120
|
|
||||
Interest and other expense, net
|
382
|
|
|
238
|
|
|
889
|
|
|
570
|
|
||||
Adjusted EBITDA
|
$
|
19,118
|
|
|
$
|
16,355
|
|
|
$
|
51,262
|
|
|
$
|
42,953
|
|
Adjusted EBITDA margin(1)
|
23
|
%
|
|
23
|
%
|
|
21
|
%
|
|
21
|
%
|
(1)
|
Management estimates pro forma revenue of $1,330 in the nine months ended September 30, 2013, and total pro forma expense of $1,160 in the nine months ended September 30, 2013, related to the non-Health Copy-Testing and Configuration Manager products, which we disposed of in March 2013. Calculated based on revenues excluding those amounts, adjusted EBITDA margin would have remained at 21% during the nine months ended September 30, 2013.
|
(2)
|
Included in the tax provision for the three and nine months ended September 30, 2014 was $1.0 million and $2.2 million, respectively, of non-cash current tax expense related to excess tax benefits from stock based compensation.
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenues
|
|
29.8
|
|
|
30.2
|
|
|
29.8
|
|
|
31.3
|
|
Selling and marketing
|
|
31.8
|
|
|
33.9
|
|
|
33.0
|
|
|
35.3
|
|
Research and development
|
|
16.8
|
|
|
14.6
|
|
|
16.4
|
|
|
14.5
|
|
General and administrative
|
|
18.2
|
|
|
17.4
|
|
|
18.0
|
|
|
15.6
|
|
Amortization of intangible assets
|
|
2.3
|
|
|
2.7
|
|
|
2.4
|
|
|
2.9
|
|
Impairment of intangible assets
|
|
8.5
|
|
|
—
|
|
|
2.9
|
|
|
|
|
Gain on asset disposition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
Settlement of litigation
|
|
(0.1
|
)
|
|
—
|
|
|
1.2
|
|
|
(0.6
|
)
|
Total expenses from operations
|
|
107.3
|
|
|
98.8
|
|
|
103.7
|
|
|
98.9
|
|
(Loss) income from operations
|
|
(7.3
|
)
|
|
1.2
|
|
|
(3.7
|
)
|
|
1.1
|
|
Interest and other (expense), net
|
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
Gain (loss) from foreign currency
|
|
0.7
|
|
|
0.1
|
|
|
0.1
|
|
|
(0.1
|
)
|
(Loss) income before income tax (provision) benefit
|
|
(7.1
|
)
|
|
1.0
|
|
|
(4.0
|
)
|
|
0.7
|
|
Income tax benefit (provision)
|
|
3.1
|
|
|
(1.1
|
)
|
|
0.8
|
|
|
(2.0
|
)
|
Net loss attributable to common stockholders
|
|
(4.0
|
)%
|
|
(0.1
|
)%
|
|
(3.2
|
)%
|
|
(1.3
|
)%
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
||||||||||||||
|
|
(In thousands)
|
(In thousands)
|
||||||||||||||||||||||||||||
Revenues
|
|
$
|
82,136
|
|
|
$
|
71,606
|
|
|
$
|
10,530
|
|
|
14.7
|
%
|
|
$
|
239,048
|
|
|
$
|
210,365
|
|
|
$
|
28,683
|
|
|
13.6
|
%
|
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||
|
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||
Cost of revenues
|
|
$
|
24,491
|
|
|
$
|
21,603
|
|
|
2,888
|
|
|
13.4
|
%
|
|
71,164
|
|
|
$
|
65,767
|
|
|
$
|
5,397
|
|
|
8.2
|
%
|
As a percentage of revenues
|
|
29.8
|
%
|
|
30.2
|
%
|
|
|
|
|
|
29.8
|
%
|
|
31.3
|
%
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
|
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||||
Selling and marketing
|
|
$
|
26,125
|
|
|
$
|
24,255
|
|
|
$
|
1,870
|
|
|
7.7
|
%
|
|
$
|
78,791
|
|
|
$
|
74,204
|
|
|
$
|
4,587
|
|
|
6.2
|
%
|
As a percentage of revenues
|
|
31.8
|
%
|
|
33.9
|
%
|
|
|
|
|
|
33.0
|
%
|
|
35.3
|
%
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
|
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||||
Research and development
|
|
$
|
13,784
|
|
|
$
|
10,441
|
|
|
$
|
3,343
|
|
|
32.0
|
%
|
|
$
|
39,192
|
|
|
$
|
30,467
|
|
|
$
|
8,725
|
|
|
28.6
|
%
|
As a percentage of revenues
|
|
16.8
|
%
|
|
14.6
|
%
|
|
|
|
|
|
16.4
|
%
|
|
14.5
|
%
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
2014
|
|
2013
|
|
$
|
|
%
|
||||||||||||||
|
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||||
General and administrative
|
|
$
|
14,966
|
|
|
$
|
12,492
|
|
|
$
|
2,474
|
|
|
19.8
|
%
|
|
$
|
42,952
|
|
|
$
|
32,742
|
|
|
$
|
10,210
|
|
|
31.2
|
%
|
As a percentage of revenues
|
|
18.2
|
%
|
|
17.4
|
%
|
|
|
|
|
|
18.0
|
%
|
|
15.6
|
%
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(In thousands)
|
||||||
Consolidated Cash Flow Data
|
|
|
|
|
||||
Net cash provided by operating activities
|
|
$
|
42,020
|
|
|
$
|
38,812
|
|
Net cash used in investing activities
|
|
(10,605
|
)
|
|
(3,400
|
)
|
||
Net cash used in financing activities
|
|
(57,740
|
)
|
|
(16,756
|
)
|
||
Effect of exchange rate changes on cash
|
|
(1,860
|
)
|
|
(626
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(28,185
|
)
|
|
$
|
18,030
|
|
ITEM 1A.
|
RISK FACTORS
|
•
|
our ability to increase sales to existing customers and attract new customers;
|
•
|
our failure to accurately estimate or control costs — including those incurred as a result of investments, other business or product development initiatives, litigation, and the integration of acquisitions;
|
•
|
the timing of revenue recognition for usage-based or impression-based products;
|
•
|
the potential loss or reduction in spending by significant customers;
|
•
|
changes in our customers' subscription renewal behaviors and spending on projects;
|
•
|
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;
|
•
|
the timing of contract renewals, delivery of products and duration of contracts and the corresponding timing of revenue recognition as well as the effects of revenue derived from recently-acquired companies;
|
•
|
the mix of subscription-based versus project-based revenues;
|
•
|
the effect of revenues generated from significant one-time projects or the loss of such projects;
|
•
|
the timing and success of new product introductions by us or our competitors;
|
•
|
variations in the demand for our products and the implementation cycles of our products by our customers;
|
•
|
changes in our pricing and discounting policies or those of our competitors;
|
•
|
the challenges of persuading customers to switch from incumbent service providers;
|
•
|
the impact of our decision to discontinue certain products;
|
•
|
the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our operations and infrastructure;
|
•
|
our ability to estimate revenues and cash flows associated with business operations acquired by us;
|
•
|
the uncertainties associated with the integration of acquired new lines of business, and operations in countries in which we may have little or no previous experience;
|
•
|
service outages, other technical difficulties or security breaches;
|
•
|
limitations relating to the capacity of our networks, systems and processes;
|
•
|
maintaining appropriate staffing levels and capabilities relative to projected growth, or retaining key personnel as a result of the integration of recent acquisitions;
|
•
|
adverse judgments or settlements in legal disputes;
|
•
|
the cost and timing of organizational restructuring, in particular in international jurisdictions;
|
•
|
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;
|
•
|
the timing of any additional reversal of our deferred tax valuation allowance;
|
•
|
adoption of new accounting pronouncements; and
|
•
|
general economic, political, industry and market conditions and those conditions specific to Internet usage and online businesses.
|
•
|
loss of customers;
|
•
|
damage to our brand;
|
•
|
lost or delayed market acceptance and sales of our products;
|
•
|
interruptions in the availability of our products;
|
•
|
the incurrence of substantial costs to correct any material defect or error;
|
•
|
sales credits, refunds or liability to our customers;
|
•
|
diversion of development resources; and
|
•
|
increased warranty and insurance costs.
|
•
|
encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures;
|
•
|
issue additional equity securities that would dilute the common stock held by existing stockholders;
|
•
|
incur large charges or substantial liabilities, including without limitation, liabilities associated with products or technologies accused or found to infringe third party intellectual property;
|
•
|
become subject to adverse tax consequences, substantial depreciation or deferred compensation charges;
|
•
|
use cash that we may need in the future to operate our business;
|
•
|
enter new geographic markets that subject us to different laws and regulations that may have an adverse impact on our business;
|
•
|
experience difficulties effectively utilizing acquired assets;
|
•
|
encounter difficulties integrating the information and financial reporting systems of acquired foreign businesses, particularly those that operated under accounting principles other than those generally accepted in the United States prior to the acquisition by us; and
|
•
|
incur debt on terms unfavorable to us or that we are unable to repay.
|
•
|
the reliability of digital media analytics products;
|
•
|
public concern regarding privacy and data security;
|
•
|
decisions of our customers and potential customers to develop digital media analytics internally rather than purchasing such products from third-party suppliers like us;
|
•
|
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;
|
•
|
the ability to maintain high levels of customer satisfaction; and
|
•
|
the rate of growth in eCommerce, online advertising and digital media.
|
•
|
recruitment and maintenance of a sufficiently large and representative panel both globally and in certain countries;
|
•
|
expanding the adoption of our server- or census-based web beacon data collection in international countries;
|
•
|
different customer needs and buying behavior than we are accustomed to in the United States;
|
•
|
difficulties and expenses associated with tailoring our products to local markets, including their translation into foreign languages;
|
•
|
difficulties in staffing and managing international operations — including complex and costly hiring, disciplinary, and termination requirements;
|
•
|
longer accounts receivable payment cycles and difficulties in collecting accounts receivable;
|
•
|
potentially adverse tax consequences, including the complexities of foreign value-added taxes and restrictions on the repatriation of earnings;
|
•
|
reduced or varied protection for intellectual property rights in some countries;
|
•
|
the burdens of complying with a wide variety of foreign laws and regulations;
|
•
|
fluctuations in currency exchange rates;
|
•
|
increased accounting and reporting burdens and complexities; and
|
•
|
political, social and economic instability abroad, terrorist attacks and security concerns.
|
•
|
analytical services companies that provide customers with detailed information of behavior on their own data, content, or web traffic, including Omniture (owned by Adobe), Coremetrics (owned by IBM), and WebTrends; and systems providers including Accenture, EMC, and Terradata;
|
•
|
online advertising companies that provide measurement of online ad effectiveness and ad delivery used for billing purposes, including Nielsen, DoubleClick (owned by Google), Atlas (owned by Facebook), and Kantar (owned by WPP);
|
•
|
large and small companies that create proprietary data and analysis of consumers' online behavior, including Nielsen, Effective Measures, Gemius, Compete Inc. (owned by WPP), Google, Inc., Hitwise (owned by Experian), Quantcast, and Visible Measures;
|
•
|
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 Nielsen, Arbitron (owned by Nielsen), Kantar, Rentrack and Taylor Nelson Sofres (owned by WPP);
|
•
|
full-service market research firms and survey providers that may measure online behavior and attitudes, including
|
•
|
Harris Interactive, Ipsos, Synnovate, GFK, Kantar (owned by WPP) and Nielsen;
|
•
|
companies that provide behavioral, attitudinal and qualitative advertising effectiveness, including Toluna/Nurago, Double Verify, MOAT, DataLogix, Context Web's Aperture, Ipsos OTX, Dynamic Logic, Insight Express and Marketing Evolution; and
|
•
|
specialty information providers for certain industries that we serve, including Manhattan Research (healthcare) and The Now Factory (telecommunications).
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volatility in the market price and trading volume of technology companies and of companies in our industry;
|
•
|
actual or anticipated changes or fluctuations in our operating results;
|
•
|
actual or anticipated changes in expectations regarding our performance by investors or securities analysts;
|
•
|
the failure of securities analysts to cover our common stock or changes in financial estimates by analysts;
|
•
|
actual or anticipated developments in our competitors’ businesses or the competitive landscape;
|
•
|
actual or perceived inaccuracies in, or dissatisfaction with, information we provide to our customers or the media;
|
•
|
litigation involving us, our industry or both;
|
•
|
regulatory developments;
|
•
|
privacy and security concerns, including public perception of our practices as an invasion of privacy;
|
•
|
general economic conditions and trends;
|
•
|
major catastrophic events;
|
•
|
sales of large blocks of our stock;
|
•
|
the timing and success of new product introductions or upgrades by us or our competitors;
|
•
|
changes in our pricing policies or payment terms or those of our competitors;
|
•
|
concerns relating to the security of our network and systems;
|
•
|
our ability to expand our operations, domestically and internationally, and the amount and timing of expenditures related to this expansion; or
|
•
|
departures of key personnel.
|
•
|
provide for a classified board of directors so that not all members of our board of directors are elected at one time;
|
•
|
authorize “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;
|
•
|
prohibit stockholder action by written consent, which means that all stockholder actions must be taken at a meeting of our stockholders;
|
•
|
prohibit stockholders from calling a special meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
|
•
|
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.
|
|
|
Total Number of
Shares (or Units)
Purchased (1)
|
|
Average Price
Per
Share (or Unit)
|
|
Total
Number of
Shares (or
Units)
Purchased as
Part
of Publicly
Announced
Plans of
Programs (2)
|
|
Maximum
Number (or
Approximate
Dollar
Value) of
Shares
(or Units) that
May
Yet Be
Purchased
Under the
Plans or
Programs (in millions) (2)
|
||||||
July 1 - July 31, 2014
|
|
13,650
|
|
|
$
|
31.84
|
|
|
10,200
|
|
|
$
|
49.6
|
|
August 1 - August 31, 2014
|
|
57,666
|
|
|
$
|
32.70
|
|
|
1,900
|
|
|
$
|
49.6
|
|
September 1 - September 30, 2014
|
|
16,152
|
|
|
$
|
37.02
|
|
|
4,000
|
|
|
$
|
49.4
|
|
Total
|
|
87,468
|
|
|
|
|
16,100
|
|
|
$
|
49.4
|
|
(1)
|
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 (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 or (iii) pursuant to our share repurchase programs described in further detail in footnote (2) to this table.
|
|
|
Total Number of
Shares Purchased
|
|
Average Price
Per Share
|
|||
July 1 - July 31, 2014
|
|
1,683
|
|
|
$
|
—
|
|
August 1 - August 31, 2014
|
|
9,548
|
|
|
$
|
—
|
|
September 1 - September 30, 2014
|
|
500
|
|
|
$
|
—
|
|
Total
|
|
11,731
|
|
|
|
|
|
Total Number of
Shares Purchased
|
|
Average Price
Per Share
|
|||
July 1 - July 31, 2014
|
|
1,767
|
|
|
$
|
35.48
|
|
August 1 - August 31, 2014
|
|
46,218
|
|
|
$
|
39.25
|
|
September 1 - September 30, 2014
|
|
11,652
|
|
|
$
|
38.48
|
|
Total
|
|
59,637
|
|
|
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
(Amounts in millions, except share and per share data)
|
—
|
|
|
Total number of shares repurchased
|
—
|
|
1,237,572
|
Average price paid per share
|
—
|
|
$29.33
|
Total value of shares repurchased (as measured at time of repurchase)
|
—
|
|
$36.3 million
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
(Amounts in millions, except share and per share data)
|
|
|
|
Total number of shares repurchased
|
16,100
|
|
16,100
|
Average price paid per share
|
$36.86
|
|
$36.86
|
Total value of shares repurchased (as measured at time of repurchase)
|
$0.6 million
|
|
$0.6 million
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
•
|
payment of all accrued but unpaid vacation, expense reimbursements, wages and other benefits due under Company-provided plans, policies and arrangements;
|
•
|
continuing payments at a rate equal to the Named Executive’s annual base salary then in effect, for the duration of a specified severance period (as identified in the table below for each Named Executive), to be paid periodically in accordance with our normal payroll policies; and
|
•
|
reimbursement of COBRA premiums until the earlier of the expiration of the specified severance period or the date that the Named Executive becomes covered under a similar plan.
|
Named Executive
|
Severance Period
|
Serge Matta
|
Two years
|
Magid M. Abraham
|
Two years
|
Gian M. Fulgoni
|
One and one-half years
|
Mel Wesley
|
Six months for first two years as chief financial
officer; thereafter one and one-quarter years
|
Cameron Meierhoefer
|
one year
|
•
|
payment of all accrued but unpaid vacation, expense reimbursements, wages and other benefits due under Company-provided plans, policies and arrangements;
|
•
|
a lump sum payment (less applicable withholding taxes) equal to a specified change of control multiple (as identified in the chart below for each Named Executive) multiplied by the Named Executive’s annual base salary in effect immediately prior to the Named Executive’s termination date or, if greater, at the level in effect immediately prior to the change of control; and
|
•
|
reimbursement of COBRA premiums until the earlier of the expiration of a specified severance period (as identified in the table above for each Named Executive) or the date that the Named Executive becomes covered under a similar plan.
|
Named Executive
|
Change Of Control Multiple
|
Serge Matta
|
2x
|
Magid M. Abraham
|
2x
|
Gian M. Fulgoni
|
1.5x
|
Mel Wesley
|
1.25x
|
Cameron Meierhoefer
|
1x
|
|
comScore, Inc.
|
|
|
|
/s/ Melvin Wesley III
|
|
Melvin Wesley III
|
|
Chief Financial Officer
(Principal Financial Officer
and
Duly Authorized Officer)
|
Exhibit
No.
|
|
Exhibit
Document
|
|
|
|
|
|
3.1(1)
|
|
|
Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.3)
|
|
|
||
3.2(1)
|
|
|
Amended and Restated Bylaws of the Registrant (Exhibit 3.4)
|
|
|
||
10.1
|
|
|
Form of Change of Control and Severance Agreement
|
|
|
|
|
10.2
|
|
|
2007 Equity Incentive Plan, as amended and restated September 8, 2014
|
|
|
|
|
31.1
|
|
|
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.
|
|
|
||
31.2
|
|
|
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.
|
|
|
||
32.1
|
|
|
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.
|
|
|
||
32.2
|
|
|
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.
|
|
|
|
|
101(2)
|
|
|
Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013, (ii) Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013, (iii) Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2014 and 2013, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 and (v) Notes to Consolidated Financial Statements XBRL Exhibits.
|
(1)
|
Incorporated by reference to the exhibits to the Registrant’s Registration Statement on Form S-1, as amended, dated June 26, 2007 (No. 333-141740). The number given in parentheses indicates the corresponding exhibit number in such Form S-1.
|
(2)
|
In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
|
•
|
to attract and retain the best available personnel for positions of substantial responsibility,
|
•
|
to provide additional incentive to Employees, Directors and Consultants, and
|
•
|
to promote the success of the Company’s business.
|
2.
|
Definitions
. As used herein, the following definitions will apply:
|
(e)
|
“
Board
” means the Board of Directors of the Company.
|
(f)
|
“
Change in Control
” means the occurrence of any of the following events:
|
(i)
|
“
Common Stock
” means the common stock of the Company.
|
(n)
|
“
Director
” means a member of the Board.
|
(r)
|
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
|
(t)
|
“
Fiscal Year
” means the fiscal year of the Company.
|
(v)
|
“
Inside Director
” means a Director who is an Employee.
|
(y)
|
“
Option
” means a stock option granted pursuant to the Plan.
|
(z)
|
“
Outside Director
” means a Director who is not an Employee.
|
3.
|
Stock Subject to the Plan
.
|
4.
|
Administration of the Plan
.
|
(iv)
|
to approve forms of Award Agreements for use under the Plan;
|
6.
|
Stock Options
.
|
(d)
|
Option Exercise Price and Consideration
.
|
(e)
|
Exercise of Option
.
|
7.
|
Restricted Stock
.
|
8.
|
Restricted Stock Units
.
|
9.
|
Stock Appreciation Rights
.
|
10.
|
Performance Units and Performance Shares
.
|
(c)
|
Performance Objectives and Other Terms
.
|
11.
|
Deferred Stock Units
.
|
12.
|
Performance-Based Compensation Under Code Section 162(m)
.
|
15.
|
Adjustments; Dissolution or Liquidation; Merger or Change in Control
.
|
21.
|
Amendment and Termination of the Plan
.
|
22.
|
Conditions Upon Issuance of Shares
.
|
|
/s/ S
ERGE
M
ATTA
|
|
Serge Matta
|
|
President and Chief Executive Officer
|
|
/s/ M
ELVIN
W
ESLEY
III
|
|
Melvin Wesley III
|
|
Chief Financial Officer
|
|
/s/ S
ERGE
M
ATTA
|
|
Serge Matta
|
|
President and Chief Executive Officer
|
|
/s/ M
ELVIN
W
ESLEY
III
|
|
Melvin Wesley III
|
|
Chief Financial Officer
|