2013 Q2 8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 ________________________________________
 
FORM 8-K
 ________________________________________ 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2013
 
________________________________________ 
comScore, Inc.
(Exact name of registrant as specified in its charter)
 
________________________________________ 
 
 
 
 
 
 
Delaware
 
001-33520
 
54-1955550
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
11950 Democracy Drive
Suite 600
Reston, Virginia 20190
(Address of principal executive offices, including zip code)
(703) 438-2000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
 
 ________________________________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02. Results of Operations and Financial Condition.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for comScore, Inc. (the “Company”) for the three month period ended June 30, 2013 as well as forward-looking statements relating to the third quarter ending September 30, 2013 and full year ending December 31, 2013 as presented in a press release issued on July 25, 2013.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits.
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
Press release dated July 25, 2013 announcing second quarter 2013 financial results





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 hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
comScore, Inc.
 
 
 
 
 
 
 
 
By:
 
/s/ Kenneth J. Tarpey
 
 
 
 
 
 
Kenneth J. Tarpey
Chief Financial Officer
Date: July 25, 2013





EXHIBIT INDEX
 
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
Press release dated July 25, 2013 announcing second quarter 2013 financial results



Exhibit 99.1 Q2 2013


Exhibit 99.1






comScore, Inc. Reports Second Quarter 2013 Results

Record Quarterly Revenue and Free Cash Flow Reflect Continued Positive Momentum
Across Audience, Advertising and Digital Enterprise Businesses
RESTON, VA - July 25, 2013 - comScore, Inc. (NASDAQ: SCOR), a leader in measuring the digital world, today announced financial results for the second quarter of 2013.
Second Quarter 2013
comScore achieved record quarterly revenue of $69.9 million, up 21% from a year ago; GAAP income before income taxes of $0.9 million; and GAAP net loss of $(0.4) million, or $(0.01) per basic and diluted share. GAAP income before income taxes included a $1.2 million gain related to the settlement of litigation.
Second quarter metrics compared to pro forma* results for the second quarter of 2012 were as follows:
Revenues of $69.9 million, up 21% from a year ago.
Record Free Cash Flow of $17.8 million, up 70% from a year ago.
Adjusted EBITDA of $14.0 million, up from $9.0 million a year ago.
Adjusted EBITDA margin was 20% of revenue, up from 16% from a year ago.
On a constant currency basis revenues would have been $0.2 million higher.
* All amounts, including implied prior year Pro Forma amounts, reflect adjustments to exclude Non-Health Copy Testing and Configuration Manager products and are based on management’s estimates of the revenues and results of operations of such products. Prior period amounts have been adjusted to reflect the same assumptions with respect to Non-Health Copy Testing and Configuration Manager products for the purposes of consistent presentation. See Reconciliation of Revenue and Income before Income Taxes to Non-GAAP Revenue, non-GAAP Income and Adjusted EBITDA set forth in the attachment to this press release.

Dr. Magid Abraham, comScore's chief executive officer, stated, “Our strong second quarter results serve as a confirmation of our strategy, market position and the value we deliver for our customers. The significant momentum and scale that continue to build across our businesses are driving strong growth in revenue and margin expansion. The recent announcements that Starcom MediaVest, ZenithOptimedia and Microsoft have joined the growing roster of leading agencies and advertisers using our validated Campaign Essentials (vCE) advertising analytics suite reflect the strong momentum that vCE and comScore's suite of advertising analytics are enjoying in the marketplace.”

“In the second half of 2013 we will remain focused on extending comScore's leadership position in campaign measurement, capitalizing on Digital Analytix momentum, and continuing to drive improvement in margins and free cash flow. With our strategic momentum and a scalable SaaS business model characterized by high revenue visibility, operating leverage and strong free cash flow generation, we believe that we are well-positioned to deliver strong results in 2013 and beyond.”















Second Quarter 2013 Supplemental Financial and Business Information*
(dollars in millions)
 
2Q13
 
Pro Forma 2Q12*
 
Change
Subscription Revenue
$
59.5

 
$
49.6

 
20.0
%
Project Revenue
$
10.4

 
$
8.0

 
30.0
%
Existing Customer Revenue
$
62.5

 
$
52.0

 
20.2
%
New Customer Revenue
$
7.4

 
$
5.6

 
32.1
%
International Revenue
$
20.5

 
$
17.1

 
19.9
%
Customer Count
2,250

 
2,057

 
9.4
%
* Pro forma revenue and customer count amounts are adjusted to exclude the Company’s Non-Health Copy Testing and Configuration Manager products. Prior period amounts have been adjusted to reflect the same assumptions with respect to Non-Health Copy Testing and Configuration Manager products for the purposes of consistent presentation. See Reconciliation of Revenue and Income before Income Taxes to Non-GAAP Revenue, non-GAAP Income and Adjusted EBITDA set forth in the attachment to this press release.

Financial Outlook
comScore's expectations for the third quarter of 2013 are outlined in the table below:
 
 
 
 
GAAP revenue
  
$69.5 million to $73.5 million
 
 
GAAP (loss) income before income taxes
  
($3.6) million to ($1.9) million
 
 
Adjusted EBITDA**
  
$13.4 million to $14.6 million
 
 
Estimated fully-diluted shares
  
36.0 million
comScore has increased expectations for full year 2013, which reflects the disposition of the Company's Non-Health Copy Testing and Configuration Manager products activity during the first quarter, as outlined in the table below:
 
 
 
 
Non-GAAP pro forma revenue
  
$280.5 million to $287.5 million
 
 
Non-GAAP pro forma income (loss) before income taxes
  
($4.1) million to $1.0 million
 
 
Pro forma Adjusted EBITDA**
  
$54.4 million to $57.6 million
 
 
Estimated fully-diluted shares
  
36.1 million
 
**
Reconciliations of GAAP to non-GAAP measures are set forth in the attachment to this press release.
Due to the high variability and difficulty in predicting certain items that affect GAAP net income, such as tax rates and stock price, comScore is unable to provide a complete reconciliation of adjusted EBITDA to net income (loss) on a forward-looking basis without unreasonable efforts. However, a reconciliation of forward-looking adjusted EBITDA to GAAP income (loss) before income taxes is set forth in the attachment to this press release.





Given the recent discussion regarding our non-health copy testing and configuration manager products, we are also providing non-GAAP pro forma revenue and pro forma adjusted EBITDA guidance reconciliations that exclude this business in the attachments to this press release.





Conference Call Information
Management will provide commentary on the company's results in a conference call on Thursday, July 25 at 8:30 am ET.
The conference call and replay can be accessed by telephone and webcast as follows:
Call-in Number: 888-679-8035, Pass code 91989197
(International) 617-213-4848, Pass code 91989197
Replay Number: 888-286-8010, Pass code 75222791
(International) 617-801-6888, Pass code 75222791
Webcast (live and replay): http://ir.comscore.com/events.cfm
 
About comScore
comScore, Inc. (NASDAQ: SCOR) is a global leader in digital measurement and analytics, delivering insights on web, mobile and TV consumer behavior that enable clients to maximize the value of their digital investments. For more information, please visit www.comscore.com/companyinfo.
Non-GAAP Financial Measures
comScore reports all financial information required in accordance with generally accepted accounting principles (GAAP). comScore believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information because it is useful to understand comScore's performance, as it excludes non-cash and other charges that many investors believe may obscure comScore's on-going operating results.
For example, comScore uses non-GAAP net income, which excludes stock-based compensation, amortization of acquired intangible assets, impairment of intangible assets, impairment of marketable securities, costs from acquisitions, restructurings and other non-recurring items, the non-cash deferred tax provision, litigation and related settlement costs, and the purchase accounting impact on acquired deferred revenue. comScore reports non-GAAP EPS (diluted), which uses non-GAAP net income in lieu of GAAP net income in calculating earnings per share. Non-GAAP pro forma revenue excludes the estimated effects of revenue generated from non-health copy testing and configuration manager products. Adjusted pro forma EBITDA also excludes the estimated effects of operations related to non-health copy testing and configuration manager products.
In addition, comScore believes that adjusted EBITDA is a useful measure for investors to use to evaluate its operating performance. Adjusted EBITDA comprises non-GAAP net income further adjusted to exclude the cash tax provision, depreciation, interest income (expense) net, and costs not associated with ongoing operations, such as acquisition, litigation and related settlement costs. A reconciliation of comScore's GAAP results to these non-GAAP measures is included in the financial tables accompanying this release.
The company believes that adjusted EBITDA is an important indicator of the company's operational strength and the performance of its business because it provides a link between profitability and operating cash flow. Adjusted EBITDA is also widely used by investors and analysts as a supplemental measure to evaluate the overall operating performance of companies in comScore's industry. comScore's management also uses adjusted EBITDA extensively as a measure of operating performance because it does not include the impact of items not directly resulting from its core operations. Moreover, the company's management uses the measure for planning purposes, to allocate resources and to evaluate the effectiveness of the company's business strategies and management's performance.
The company believes that excluding certain costs from non-GAAP net income, non-GAAP EPS, and adjusted EBITDA provides a meaningful indication to investors of the expected on-going operating performance of the company. Specifically as it relates to acquisitions and restructurings, the exclusion of these costs reflects the expected benefits realized or to be realized upon the integration of acquired entities into comScore, and the realized benefits of the restructurings.
comScore's management also uses free cash flow as a non-GAAP measure of the company's operating cash flow less cash expenditures for capital spending as a key indicator of the company's operating cash flow performance.
Whenever comScore uses such historical non-GAAP financial measures, it provides a reconciliation of historical non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measure included in the financial tables accompanying this release. Although the company provides a reconciliation of historical non-GAAP financial measures, due to the high variability and difficulty in predicting





certain items that affect net income, such as tax rates and stock price, comScore is unable to provide a complete reconciliation of adjusted EBITDA to net income on a forward-looking basis without unreasonable efforts. However, a reconciliation of forward-looking adjusted EBITDA to GAAP income (loss) before income taxes is set forth in the attachment to this press release.
These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. The use of certain non-GAAP financial measures requires management to make estimates and assumptions regarding amounts of assets and liabilities and the amounts of revenue and expense during the reporting periods. Significant estimates and assumptions are inherent in the analysis and the measurement of certain elements of non-GAAP financial measures such as the impact of purchase accounting on acquired deferred revenue and the amortization of deferred contract costs associated with acquired deferred revenue. comScore bases its estimates on historical experience and assumptions that it believes are reasonable. Actual results could differ from those estimates.
Cautionary Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, comScore's expectations as to adoption of new products and services by customers; expectations about comScore's transformation to a real-time digital business analytics company; expectations regarding continued robust growth of comScore's existing suite of products; expectations regarding continued growth of its customer base; expectations as to the Company's strategy, market position, growth in revenue and margin expansion, impact and financial benefits of certain products such as Digital Analytix and validated Campaign Essentials products; expectations and forecasts of future financial performance, including related growth rates and components thereof; and assumptions related to growth for the third quarter and full year of 2013 and beyond. These statements involve risks and uncertainties that could cause our actual results to differ materially, including, but not limited to: comScore's ability to generate strong revenue and margin growth in future periods; comScore's ability to sell new or additional products and attract new customers, as well as longer sales cycles related to newer products such as validated Campaign Essentials, and Digital Analytix; comScore's ability to sell additional subscription-based products to customers; comScore's ability to sell additional products and services to existing customers; and the volatility of quarterly results and expectations.
For a detailed discussion of these and other risk factors, please refer to comScore's Annual Report on Form 10-K for the period ended December 31, 2012, our Quarterly Reports on Form 10-Q and other filings we make from time to time with the Securities and Exchange Commission (the “SEC”), which are available on the SEC's Web site ( http://www.sec.gov ).
Stockholders of comScore are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. comScore does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.
Contact:
Kenneth Tarpey
Chief Financial Officer
comScore, Inc.
(703) 438-2305
ktarpey@comscore.com







comScore, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
 
(unaudited)
 
(unaudited)
Revenues
$
69,911

 
$
60,291

 
$
138,759

 
$
122,566

Cost of revenues (excludes amortization of intangible assets) (1)
21,610

 
20,371

 
44,164

 
40,772

Selling and marketing (1)
25,491

 
22,235

 
49,949

 
43,580

Research and development (1)
9,803

 
8,267

 
20,026

 
16,303

General and administrative (1)
11,238

 
9,725

 
20,250

 
18,831

Amortization of intangible assets
1,936

 
2,302

 
4,087

 
4,622

Gain on asset disposition

 

 
(210
)
 

Impairment of intangible assets

 
3,349

 

 
3,349

Settlement of litigation
(1,160
)
 

 
(1,160
)
 

Total expenses from operations
68,918

 
66,249

 
137,106

 
127,457

Income (loss) from operations
993

 
(5,958
)
 
1,653

 
(4,891
)
Interest and other (expense), net
(168
)
 
(169
)
 
(332
)
 
(367
)
Gain (loss) from foreign currency
93

 
(304
)
 
(247
)
 
(567
)
Income (loss) before income tax provision
918

 
(6,431
)
 
1,074

 
(5,825
)
Income tax provision
(1,316
)
 
(156
)
 
(3,495
)
 
(1,233
)
Net loss
$
(398
)
 
$
(6,587
)
 
$
(2,421
)
 
$
(7,058
)
Net loss per common share:
 
 
 
 
 
 
 
Basic
$
(0.01
)
 
$
(0.20
)
 
$
(0.07
)
 
$
(0.21
)
Diluted
$
(0.01
)
 
$
(0.20
)
 
$
(0.07
)
 
$
(0.21
)
Weighted-average number of shares used in per share calculation - common stock:
 
 
 
 
 
 
 
Basic
34,414,301

 
33,189,994

 
34,317,569

 
32,991,299

Diluted
34,414,301

 
33,189,994

 
34,317,569

 
32,991,299

 
 
 
 
 
 
 
 
(1) Amortization of stock-based compensation is included in the line items above as follows:
 
 
 
 
 
 
 
Cost of revenues
$
832

 
$
653

 
$
1,548

 
$
1,204

Selling and marketing
$
3,219

 
$
3,001

 
$
6,032

 
$
5,184

Research and development
$
602

 
$
485

 
$
1,216

 
$
890

General and administrative
$
2,493

 
$
2,200

 
$
3,349

 
$
4,151








comScore, Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)
 
June 30, 2013
 
December 31, 2012
 
(Unaudited)
 
*
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
85,770

 
$
61,764

Accounts receivable, net of allowances of $1,364 and $1,117, respectively
61,122

 
68,348

Prepaid expenses and other current assets
7,635

 
8,877

Deferred tax assets
10,759

 
9,940

Total current assets
165,286

 
148,929

Property and equipment, net
33,696

 
31,418

Other non-current assets
664

 
414

Long-term deferred tax assets
8,275

 
12,065

Intangible assets, net
36,229

 
40,759

Goodwill
102,158

 
102,900

Total assets
$
346,308

 
$
336,485

Liabilities and Stockholders' Equity
 
 
 
Current liabilities:
 
 
 
Borrowings under revolving credit facility
$
1,952

 
$

Accounts payable
5,677

 
7,229

Accrued expenses
25,576

 
24,409

Deferred revenues
80,235

 
80,824

Deferred rent
969

 
807

Deferred tax liabilities

 
17

Capital lease obligations
8,583

 
8,020

Total current liabilities
122,992

 
121,306

Deferred rent, long-term
11,553

 
10,096

Deferred revenue, long-term
852

 
1,715

Deferred tax liabilities, long-term

 
130

Capital lease obligations, long-term
9,574

 
6,478

Other long-term liabilities
1,062

 
1,117

Total liabilities
146,033

 
140,842

Commitments and contingencies
 
 
 
Stockholders’ equity:
 
 
 
Common stock
36

 
36

Additional paid-in capital
283,297

 
274,622

Accumulated other comprehensive income
699

 
1,825

Accumulated deficit
(83,261
)
 
(80,840
)
Treasury stock
(496
)
 

Total stockholders’ equity
200,275

 
195,643

Total liabilities and stockholders’ equity
$
346,308

 
$
336,485


* Information derived from the audited Consolidated Financial Statements





comScore, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(dollars in thousands)
 
Six months ended June 30,
 
2013
 
2012
 
(unaudited)
Operating activities:
 
 
 
Net loss
$
(2,421
)
 
$
(7,058
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
Depreciation
8,156

 
6,922

Amortization of intangible assets
4,087

 
4,622

Impairment of intangible assets

 
3,349

Provision for bad debts
582

 
878

Stock-based compensation
12,145

 
11,429

Amortization of deferred rent
61

 
188

Deferred tax provision (benefit)
2,702

 
8,255

(Gain) Loss on asset disposal
(222
)
 
(33
)
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
6,179

 
6,507

Prepaid expenses and other current assets
1,200

 
(8,179
)
Accounts payable, accrued expenses, and other liabilities
2,924

 
(6,335
)
Deferred revenues
(1
)
 
3,712

Deferred rent
1,590

 

Net cash provided by operating activities
36,982

 
24,257

Investing activities:
 
 
 
Proceeds from asset disposition, net
160

 

Purchase of property and equipment
(2,315
)
 
(3,027
)
Net cash used in investing activities
(2,155
)
 
(3,027
)
Financing activities:
 
 
 
Proceeds from the exercise of common stock options
91

 
76

Repurchase of common stock (withholding taxes)
(7,048
)
 
(6,030
)
Repurchase of common stock (treasury shares)
(496
)
 

Principal payments on capital lease obligations
(4,624
)
 
(3,289
)
Proceeds from financing arrangements
3,941

 

Principal payments on financing arrangements
(1,971
)
 

Net cash used in financing activities
(10,107
)
 
(9,243
)
Effect of exchange rate changes on cash
(714
)
 
238

Net increase in cash and cash equivalents
24,006

 
12,225

Cash and cash equivalents at beginning of period
61,764

 
38,071

Cash and cash equivalents at end of period
$
85,770

 
$
50,296








Reconciliation of Revenue and Income before Income Taxes to Non-GAAP Revenue, non-GAAP Net Income and Adjusted EBITDA
(dollars in thousands, except per share amounts)
 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 (unaudited)
 
 
 
 
 
 
 
 
Revenue
$
69,911

 
$
60,291

 
$
138,759

 
$
122,566

Adjustment to exclude non-Health Copy-Testing and Configuration Manager products

 
(2,729
)
 
(1,330
)
 
(4,777
)
Non-GAAP Revenue (1)
$
69,911

 
$
57,562

 
$
137,429

 
$
117,789

 
 
 
 
 
 
 
 
Income (loss) before income taxes
$
918

 
$
(6,431
)
 
$
1,074

 
$
(5,825
)
Deferred tax provision
(914
)
 
(7,322
)
 
(2,702
)
 
(8,255
)
Current cash tax benefit (provision)
(402
)
 
7,166

 
(793
)
 
7,022

Net loss
(398
)
 
(6,587
)
 
(2,421
)
 
(7,058
)
Amortization of intangible assets
1,936

 
2,302

 
4,087

 
4,622

Impairment of intangible assets

 
3,349

 

 
3,349

Stock-based compensation
7,146

 
6,339

 
12,145

 
11,429

Costs related to acquisitions, restructuring and other non-recurring items
926

 
357

 
2,344

 
357

Settlement of litigation
(1,160
)
 

 
(1,160
)
 

Gain on ARS disposition

 

 
(210
)
 

Adjustment to exclude non-Health Copy-Testing and Configuration Manager products

 
(598
)
 
(170
)
 
(921
)
Deferred tax provision
914

 
7,322

 
2,702

 
8,255

Non-GAAP net income (1)
9,364

 
12,484

 
17,317

 
20,033

Current cash tax (benefit) provision
402

 
(7,166
)
 
793

 
(7,022
)
Depreciation
4,045

 
3,502

 
8,156

 
6,922

Interest Exp (income), net
168

 
164

 
332

 
337

Adjusted EBITDA (1)
$
13,979

 
$
8,984

 
$
26,598

 
$
20,270

Adjusted EBITDA margin (%)
20
%
 
16
%
 
19
%
 
17
%
 
 
 
 
 
 
 
 
EPS (diluted)
$
(0.01
)
 
$
(0.20
)
 
$
(0.07
)
 
$
(0.21
)
Non-GAAP EPS (diluted)
$
0.26

 
$
0.35

 
$
0.48

 
$
0.57

 
 
 
 
 
 
 
 
Weighted -average number of shares used in per share calculation - common stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP EPS (diluted)
34,414,301

 
33,189,994

 
34,317,569

 
32,991,299

Non-GAAP EPS (diluted)
35,783,944

 
35,703,981

 
35,880,252

 
35,131,485


(1) Amounts include adjustments to exclude Non-Health Copy Testing and Configuration Manager products and are based on management’s estimates of the revenues and results of operations of such products.





Reconciliation of GAAP Operating Cash Flow to Free Cash Flow
(dollars in thousands)
 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
(unaudited)
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
18,562

 
$
12,923

 
$
36,982

 
$
24,257

Purchase of property and equipment
(760
)
 
(2,420
)
 
(2,315
)
 
(3,027
)
Free cash flow
$
17,802

 
$
10,503

 
$
34,667

 
$
21,230



Second Quarter 2013 Supplemental Financial and Business Information
(dollars in millions)
 
2Q13
 
2Q12
 
Change
Subscription Revenue
$
59.5

 
$
51.8

 
14.9
%
Project Revenue
$
10.4

 
$
8.5

 
22.4
%
Existing Customer Revenue
$
62.5

 
$
53.7

 
16.4
%
New Customer Revenue
$
7.4

 
$
6.6

 
12.1
%
International Revenue
$
20.5

 
$
17.8

 
15.2
%
Customer Count
2,250

 
2,069

 
8.7
%

Second Quarter 2013 Supplemental Financial and Business Information
(dollars in millions)
 
2Q13
 
Pro Forma 2Q12(1)
 
Change
Subscription Revenue
$
59.5

 
$
49.6

 
20.0
%
Project Revenue
$
10.4

 
$
8.0

 
30.0
%
Existing Customer Revenue
$
62.5

 
$
52.0

 
20.2
%
New Customer Revenue
$
7.4

 
$
5.6

 
32.1
%
International Revenue
$
20.5

 
$
17.1

 
19.9
%
Customer Count
2,250

 
2,057

 
9.4
%

(1) Pro forma revenue and customer count amounts are adjusted to exclude the Company’s Non-Health Copy Testing and Configuration Manager products.






Revenue and Reconciliation of Income (Loss) before Income Taxes to Adjusted EBITDA (Guidance)
(dollars in thousands)
Forecasted amounts for the three and twelve month periods ending September 30, 2013 and December 31, 2013 are based on the mid-points of the range of guidance provided herein and exclude the results of operations of the Non-Health Copy Testing and Configuration Manager products
The three and twelve month periods ending September 30, 2012 and December 31, 2012 have been adjusted to exclude the results of operations from the non-health copy-testing and configuration manager products.
 
Three Months Ended September 30,
 
Full Year December 31,
 
2013
 
2012 (1)
 
2013 (1)
 
2012 (1)
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
Revenue
$
71,500

 
$
62,829

 
$
284,000

 
$
246,865

 
 
 
 
 
 
 
 
Income (loss) before income taxes
(2,750
)
 
(1,555
)
 
$
(1,550
)
 
(7,901
)
Amortization of acquired intangibles
1,900

 
2,092

 
8,000

 
8,311

Impairment of intangible assets

 

 

 
1,241

Stock-based compensation
8,500

 
6,164

 
28,600

 
24,896

Costs related to acquisitions, restructuring and other non-recurring items
1,800

 
440

 
4,310

 
1,437

Settlement of litigation

 

 
(1,160
)
 

Depreciation
4,300

 
3,547

 
16,900

 
14,159

Interest expense, net
250

 
162

 
900

 
658

Adjusted EBITDA
$
14,000

 
$
10,850

 
$
56,000

 
$
42,801

Adjusted EBITDA margin (%)
20
%
 
17
%
 
20
%
 
17
%

Estimated Q3 2013 and full year 2013 non-GAAP (Diluted) share count is 36.0M and 36.1M, respectively.

(1) Amounts include adjustments to exclude Non-Health Copy Testing and Configuration Manager products and are based on management’s estimates of the revenues and results of operations of such products.





Reconciliation of Revenue and Adjusted EBITDA to Pro Forma Revenue and Pro Forma Adjusted EBITDA (1)
(dollars in thousands)
 
Three Months Ended September 30,
 
2013
 
2012
 
(unaudited)
 
As Reported
Adjustment to Exclude non-Health Copy Testing and Configuration Manager Products (3)
Adjusted
 
As Reported
Adjustment to Exclude non-Health Copy Testing and Configuration Manager Products (3)
Adjusted
 
 
 
 
 
 
 
 
Revenue
$
71,500


$
71,500

 
$
64,273

(1,444
)
$
62,829

Adjusted EBITDA(2)
$
14,000


$
14,000

 
$
10,983

(133
)
$
10,850

Adjusted EBITDA margin (%)
20%
n/a

20
%
 
17
%
9
%
17
%
 
 
 
 
 
 
 
 
 
Twelve Months Ended December 31,
 
2013
 
2012
 
(unaudited)
 
As Reported
Adjustment to Exclude non-Health Copy Testing and Configuration Manager Products (3)
Adjusted
 
As Reported
Adjustment to Exclude non-Health Copy Testing and Configuration Manager Products (3)
Adjusted
 
 
 
 
 
 
 
 
Revenue
$
285,330

(1,330
)
$
284,000

 
$
255,193

(8,328
)
246,865

Adjusted EBITDA(2)
$
56,170

(170
)
$
56,000

 
$
44,373

(1,572
)
$
42,801

Adjusted EBITDA margin (%)
20
%
13
%
20
%
 
17
%
19
%
17
%

(1) Pro forma revenue and pro forma Adjusted EBTIDA are adjusted to exclude the Company’s Non-Health Copy Testing and Configuration Manager products.
(2) See reconciliation of Adjusted EBITDA.
(3) Adjustments to exclude Non-Health Copy Testing and Configuration Manager products are based on management’s estimates of the revenues and results of operations of such products.