Document
false0001158172 0001158172 2019-08-06 2019-08-06


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 6, 2019

 

comScore, Inc.
(Exact name of registrant as specified in 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)
N/A
(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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

1


 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share
 
SCOR
 
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




2



Item 2.02 Results of Operations and Financial Condition.
On August 6, 2019, comScore, Inc. (the "Company") issued a press release announcing its financial results for the period ended June 30, 2019. A copy of the press release announcing the foregoing is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 2.02, 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 (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 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
 
 
 
 
101.INS
 
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101.SCH
 
Inline XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.DEF
 
Inline XBRL Taxonomy Extension Definition Linkbase Document.
 
 
 
101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
104
 
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

3



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/ Carol A. DiBattiste
 
 
Carol A. DiBattiste
 
 
General Counsel & Chief Compliance, Privacy and People Officer
Date: August 6, 2019

4
Exhibit
Exhibit 99.1


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13045215&doc=8
FOR IMMEDIATE RELEASE


Comscore Reports Second Quarter 2019 Results
Continued Alignment of Strategic Priorities and Products to Drive to Future Profitability
RESTON, Va., August 6, 2019 - Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today reported financial results for the quarter ended June 30, 2019.
Second Quarter 2019 Financial Results
Year-over-year revenue for the second quarter declined 4.4% to $96.9 million
Including 2019 non-cash impairment charges totaling $241.6 million, net loss of $279.5 million, or $(4.61) per share, compared to a net loss of $56.0 million, or $(1.02) per share in the year-ago quarter
Adjusted EBITDA loss of $3.2 million, compared to positive adjusted EBITDA of $1.3 million in the year-ago quarter
Cash, cash equivalents and restricted cash of $53.8 million, compared to $50.2 million as of December 31, 2018
"In the second quarter, we took significant steps to better prioritize, refocus and invest in our product portfolio, and provide our customers with innovative technologies and services which we believe will drive us to a position of profitability and growth faster and more efficiently," said Dale Fuller, director and interim chief executive officer of Comscore. "Additionally, we reduced core operating costs in the quarter, which provided greater financial flexibility as we seek to maximize our resources. The management team is exploring all aspects of the business and is conducting a comprehensive strategic review of all our options, making sure that our talent is focused on developing compelling products that our customers want and need. We believe this approach should ultimately allow us to generate break-even to positive operating cash flow later this year."
Second Quarter Summary Results
Total revenue in the second quarter of 2019 was $96.9 million, down from $101.4 million in the year-ago quarter.
Ratings and Planning revenue decreased to $68.9 million in the second quarter of 2019, compared to $70.5 million in the year-ago quarter. The decrease was the result of a decline in syndicated digital products offset by higher revenue in TV and cross-platform products. TV and cross-platform product revenue was higher on a year-over-year basis due to higher local TV revenue and increased deliveries of cross-platform products.
Analytics and Optimization revenue declined to $17.3 million in the second quarter of 2019, compared to $20.5 million in the year-ago quarter. The decrease was related to lower digital custom marketing solution sales and deliveries in the second quarter of 2019 as compared to the prior-year period. This decrease was offset, in part, by increased revenue from Activation products.
Movies Reporting and Analytics revenue was $10.7 million in the second quarter of 2019, compared to $10.4 million in the year-ago quarter. The increase was driven by revenue from new products and new customers.
Due in part to a decline in market capitalization and revenue, the company performed an interim impairment assessment as of the end of the quarter. As a result of the assessment, the company took non-cash impairment charges totaling $241.6 million relating to an intangible asset and goodwill. These non-cash impairment charges do not directly impact the company’s liquidity, cash flows, compliance with debt covenants, or future operations.



During the second quarter of 2019, the company recorded a $5.0 million liability related to the previously disclosed SEC investigation, which management believes is a reasonable estimate of the company’s probable liability for this matter.
Primarily as a result of the non-cash impairment charges and legal accrual, net loss for the second quarter of 2019 was $279.5 million, or $(4.61) per share, compared to a net loss of $56.0 million, or $(1.02) per share reported in the year-ago quarter.
For the second quarter of 2019, non-GAAP adjusted EBITDA loss was $3.2 million, compared to positive adjusted EBITDA of $1.3 million in the year-ago quarter. Non-GAAP adjusted EBITDA excludes stock-based compensation expense; investigation, litigation and audit-related expense; restructuring expense; change in fair value of financing derivatives; impairment charges; and other items as presented in the accompanying tables.
Balance Sheet and Liquidity
As of June 30, 2019, cash, cash equivalents and restricted cash were $53.8 million, including $4.9 million in restricted cash. The cash balance as of June 30, 2019 is inclusive of $20.0 million in initial cash proceeds that the company received from a capital transaction that was completed toward the close of the quarter. The transaction was intended to strengthen the company’s balance sheet and maintain compliance with the minimum cash covenant in the company’s senior secured convertible notes, which increases from $20.0 million to $40.0 million upon filing of the Form 10-Q for the quarter ended June 30, 2019. Total debt principal as of June 30, 2019, including $204.0 million of senior secured convertible notes, was $215.0 million.
Conference Call Information for Today, Tuesday, August 6 at 5:00 p.m. ET
Management will provide commentary on the company's results in a conference call today at 5:00 p.m. ET. To access the call, dial +1 844-229-7593 (domestic) or +1 314-888-4258 (international) and reference conference ID # 8974238. Participants are advised to dial in at least 10 minutes prior to the call to register. Additionally, a live webcast of the conference call will be available on the Investor Relations section of the company's website at ir.comscore.com/events-presentations. Following the conference call, a replay will be available by dialing +1 855-859-2056 (domestic) or +1 404-537-3406 (international) with passcode # 8974238. The replay will also be available via webcast at ir.comscore.com/events-presentations.
About Comscore
Comscore (Nasdaq: SCOR) is a trusted partner for planning, transacting and evaluating media across platforms. With a data footprint that combines digital, linear TV, over-the-top and theatrical viewership intelligence with advanced audience insights, Comscore allows media buyers and sellers to quantify their multiscreen behavior and make business decisions with confidence. A proven leader in measuring digital and TV audiences and advertising at scale, Comscore is the industry’s emerging, third-party source for reliable and comprehensive cross-platform measurement.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, Comscore's expectations, forecasts, plans and opinions regarding future growth, profitability and cash flow, product development and innovation, customer agreements, financial flexibility and compliance with financial covenants, management's strategic review, legal proceedings, and the impact of non-cash impairment charges. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, Comscore's ability to achieve its expected strategic, financial and operational plans. For additional discussion of risk factors, please refer to Comscore's respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that Comscore makes from time to time with the U.S. Securities and Exchange Commission (the "SEC"), which are available on the SEC's website (www.sec.gov).
Investors 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 intend or undertake, and expressly disclaims, any duty or 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.



Use of Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we are disclosing herein non-GAAP net income (loss) and adjusted EBITDA, which are non-GAAP financial measures used by our management to understand and evaluate our core operating performance and trends. We believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results, as they permit our investors to view our core business performance using the same metrics that management uses to evaluate our performance. Nevertheless, our use of these non-GAAP financial measures has limitations as an analytical tool, and investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Instead, you should consider these measures alongside GAAP-based financial performance measures, net income (loss), various cash flow metrics, and our other GAAP financial results.
Set forth below are reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. These reconciliations should be carefully evaluated.
Media
Neil Ripley
Comscore, Inc.
646-746-0579
press@comscore.com
Investors
Robert Winters or Jackie Marcus
Alpha IR Group
312-445-2870
SCOR@alpha-ir.com



COMSCORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
As of
 
As of
 
June 30, 2019
 
December 31, 2018
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
48,963

 
$
44,096

Restricted cash
4,863

 
6,102

Accounts receivable, net of allowances of $1,598 and $1,597, respectively
71,231

 
75,609

Prepaid expenses and other current assets
15,579

 
19,972

Total current assets
140,636

 
145,779

Property and equipment, net
32,819

 
27,339

Operating right-of-use assets
39,377

 

Other non-current assets
5,984

 
8,898

Deferred tax assets
2,783

 
3,991

Intangible assets, net
93,458

 
126,945

Goodwill
416,775

 
641,191

Total assets
$
731,832

 
$
954,143

Liabilities and Stockholders' Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
40,303

 
$
29,836

Accrued expenses
54,803

 
58,140

Contract liability
58,933

 
64,189

Customer advances
5,926

 
6,688

Warrants liability
10,798

 

Current operating lease liabilities
6,548

 

Other current liabilities
10,996

 
10,083

Total current liabilities
188,307

 
168,936

Financing derivatives
25,000

 
26,100

Senior secured convertible notes
180,909

 
177,342

Non-current operating lease liabilities
45,928

 

Deferred rent

 
10,304

Deferred tax liabilities
314

 
5,527

Other non-current liabilities
21,298

 
14,367

Total liabilities
461,756

 
402,576

Commitments and contingencies
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at June 30, 2019 and December 31, 2018; no shares issued or outstanding as of June 30, 2019 and December 31, 2018

 

Common stock, $0.001 par value per share; 150,000,000 shares authorized as of June 30, 2019 and December 31, 2018; 70,056,765 shares issued and 63,291,969 shares outstanding as of June 30, 2019, and 66,154,626 shares issued and 59,389,830 shares outstanding as of December 31, 2018
63

 
59

Additional paid-in capital
1,586,750

 
1,561,208

Accumulated other comprehensive loss
(10,565
)
 
(10,621
)
Accumulated deficit
(1,076,188
)
 
(769,095
)
Treasury stock, at cost, 6,764,796 shares as of June 30, 2019 and December 31, 2018
(229,984
)
 
(229,984
)
Total stockholders’ equity
270,076

 
551,567

Total liabilities and stockholders’ equity
$
731,832

 
$
954,143




COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except share and per share data)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2019
 
2018
 
2019
 
2018
Revenues
 
$
96,888

 
$
101,389

 
$
199,182

 
$
207,308

 
 
 
 
 
 
 
 
 
Cost of revenues (1) (2)
 
51,994

 
51,526

 
105,401

 
98,780

Selling and marketing (1) (2)
 
23,329

 
29,647

 
48,169

 
55,552

Research and development (1) (2)
 
16,883

 
20,889

 
35,099

 
39,605

General and administrative (1) (2)
 
16,932

 
28,699

 
36,477

 
47,360

Investigation and audit related
 
2,354

 
4,883

 
3,196

 
36,750

Amortization of intangible assets
 
8,076

 
8,266

 
16,181

 
16,810

Impairment of goodwill
 
224,272

 

 
224,272

 

Impairment of intangible asset
 
17,308

 

 
17,308

 

Settlement of litigation, net
 
5,000

 
5,250

 
5,000

 
5,250

Restructuring (1)
 
2,949

 
3,833

 
2,879

 
5,090

Total expenses from operations
 
369,097

 
152,993

 
493,982

 
305,197

Loss from operations
 
(272,209
)
 
(51,604
)
 
(294,800
)
 
(97,889
)
Interest expense, net
 
(8,242
)
 
(4,124
)
 
(15,001
)
 
(7,029
)
Other (expense) income, net
 
(3,081
)
 
807

 
(112
)
 
884

(Loss) gain from foreign currency transactions
 
(464
)
 
1,045

 
(426
)
 
123

Loss before income taxes
 
(283,996
)
 
(53,876
)
 
(310,339
)
 
(103,911
)
Income tax benefit (provision)
 
4,463

 
(2,101
)
 
3,292

 
(3,516
)
Net loss
 
$
(279,533
)
 
$
(55,977
)
 
$
(307,047
)
 
$
(107,427
)
Net loss per common share:
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(4.61
)
 
$
(1.02
)
 
$
(5.09
)
 
$
(1.90
)
Weighted-average number of shares used in per share calculation - Common Stock:
 
 
 
 
 
 
 
 
Basic and diluted
 
60,697,608

 
55,192,741

 
60,315,528

 
56,703,795

Comprehensive loss:
 
 
 
 
 
 
 
 
Net loss
 
$
(279,533
)
 
$
(55,977
)
 
$
(307,047
)
 
$
(107,427
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Foreign currency cumulative translation adjustment
 
677

 
(3,975
)
 
56

 
(2,360
)
Total comprehensive loss
 
$
(278,856
)
 
$
(59,952
)
 
$
(306,991
)
 
$
(109,787
)
 
 
 
 
 
 
 
 
 
(1) Stock-based compensation expense is included in the line items above as follows:
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2019
 
2018
 
2019
 
2018
Cost of revenues
 
$
636

 
$
3,774

 
$
1,484

 
$
3,987

Selling and marketing
 
1,087

 
5,792

 
2,403

 
6,367

Research and development
 
668

 
3,972

 
1,394

 
4,316

General and administrative
 
1,913

 
9,461

 
5,976

 
10,210

Restructuring
 
(266
)
 

 
(266
)
 

Total stock-based compensation expense
 
$
4,038

 
$
22,999

 
$
10,991

 
$
24,880

 
 
 
 
 
 
 
 
 
(2) Excludes amortization of intangible assets, which is presented separately in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
 
 
 
 



COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
Six Months Ended June 30,
 
2019
 
2018
Operating activities:
 
 
 
Net loss
$
(307,047
)
 
$
(107,427
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation
6,111

 
8,839

Non-cash operating lease expense
2,747

 

Amortization expense of finance leases
1,361

 

Amortization of intangible assets
16,181

 
16,810

Impairment of goodwill
224,272

 

Impairment of intangible asset
17,308

 

Stock-based compensation
10,991

 
24,880

Deferred tax (benefit) provision
(3,983
)
 
2,477

Change in fair value of financing derivatives
(1,100
)
 
4,460

Change in fair value of investment in equity securities
2,016

 
(265
)
Accretion of debt discount
3,042

 
1,978

Amortization of deferred financing costs
525

 
445

Other
(20
)
 
510

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
4,442

 
10,638

Prepaid expenses and other assets
3,190

 
(5,255
)
Accounts payable, accrued expenses, and other liabilities
20,176

 
(18,138
)
Contract liability and customer advances
(6,552
)
 
(14,321
)
Operating lease liabilities
(4,364
)
 

Net cash used in operating activities
(10,704
)
 
(74,369
)
 
 
 
 
Investing activities:
 
 
 
Proceeds from sale of investment in equity securities 
705

 

Purchases of property and equipment
(1,893
)
 
(1,287
)
Capitalized internal-use software costs
(5,619
)
 
(5,228
)
Net cash used in investing activities
(6,807
)
 
(6,515
)
 
 
 
 
Financing activities:
 
 
 
Proceeds from borrowings on senior secured convertible notes

 
100,000

Debt issuance costs

 
(5,123
)
Proceeds from private placement, net of issuance costs paid
19,894

 

Financing proceeds received on subscription receivable

 
4,676

Proceeds from sale-leaseback financing transaction
4,252

 

Proceeds from the exercise of stock options
1,191

 
164

Payments for taxes related to net share settlement of equity awards
(1,210
)
 
(4,275
)
Principal payments on finance leases
(1,417
)
 

Principal payments on capital lease and software license arrangements
(1,662
)
 
(5,359
)
Net cash provided by financing activities
21,048

 
90,083

Effect of exchange rate changes on cash, cash equivalents and restricted cash
91

 
(1,136
)
Net increase in cash, cash equivalents and restricted cash
3,628

 
8,063

Cash, cash equivalents and restricted cash at beginning of period
50,198

 
45,125

Cash, cash equivalents and restricted cash at end of period
$
53,826

 
$
53,188

 
 
 
 
 
As of June 30,
 
2019
 
2018
Cash and cash equivalents
$
48,963

 
$
46,589

Restricted cash
4,863

 
6,599

Total cash, cash equivalents and restricted cash
$
53,826

 
$
53,188




Reconciliation of Non-GAAP Financial Measures
The following table presents a reconciliation of net loss (GAAP) to adjusted EBITDA for each of the periods identified:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2019 (Unaudited)
 
2018 (Unaudited)
 
2019 (Unaudited)
 
2018 (Unaudited)
Net loss (GAAP)
$
(279,533
)
 
$
(55,977
)
 
$
(307,047
)
 
$
(107,427
)
 
 
 
 
 
 
 
 
Income tax (benefit) provision
(4,463
)
 
2,101

 
(3,292
)
 
3,516

Interest expense, net
8,242

 
4,124

 
15,001

 
7,029

Depreciation
3,005

 
4,276

 
6,111

 
8,839

Amortization expense of finance leases
787

 

 
1,361

 

Amortization of intangible assets
8,076

 
8,266

 
16,181

 
16,810

EBITDA
(263,886
)
 
(37,210
)
 
(271,685
)
 
(71,233
)
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
Stock-based compensation
4,304

 
22,999

 
11,257

 
24,880

Investigation and audit related
2,354

 
4,883

 
3,196

 
36,750

Settlement of litigation, net
5,000

 
5,250

 
5,000

 
5,250

Restructuring
2,949

 
3,833

 
2,879

 
5,090

Impairment of goodwill
224,272

 

 
224,272

 

Impairment of intangible asset
17,308

 

 
17,308

 

Private placement issuance cost
1,154

 

 
1,154

 

Other expense, net (1)
3,304

 
1,506

 
916

 
4,135

Adjusted EBITDA
$
(3,241
)
 
$
1,261

 
$
(5,703
)
 
$
4,872

(1) Adjustments to other expense, net, reflect non-cash changes in the fair value of financing derivatives and equity securities investment included in other (expense) income, net on our Condensed Consolidated Statements of Operations and Comprehensive Loss.
The following table presents a reconciliation of net loss (GAAP) to non-GAAP net loss for each of the periods identified:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In thousands)
2019 (Unaudited)
 
2018 (Unaudited)
 
2019 (Unaudited)
 
2018 (Unaudited)
Net loss (GAAP)
$
(279,533
)
 
$
(55,977
)
 
$
(307,047
)
 
$
(107,427
)
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
Stock-based compensation
4,304

 
22,999

 
11,257

 
24,880

Investigation and audit related
2,354

 
4,883

 
3,196

 
36,750

Amortization of intangible assets (1)
8,076

 
8,266

 
16,181

 
16,810

Settlement of litigation, net
5,000

 
5,250

 
5,000

 
5,250

Restructuring
2,949

 
3,833

 
2,879

 
5,090

Impairment of goodwill
224,272

 

 
224,272

 

Impairment of intangible asset
17,308

 

 
17,308

 

Private placement issuance cost
1,154

 

 
1,154

 

Other expense, net (2)
3,304

 
1,506

 
916

 
4,135

Non-GAAP net loss
$
(10,812
)
 
$
(9,240
)
 
$
(24,884
)
 
$
(14,512
)
(1) In the fourth quarter of 2018, amortization of intangible assets was added as an adjustment in our calculation of non-GAAP net loss. Prior year non-GAAP net loss has been recast to include this adjustment, which is intended to better reflect our core operating performance.
(2) Adjustments to other expense, net, reflect non-cash changes in the fair value of financing derivatives and equity securities investment included in other (expense) income, net on our Condensed Consolidated Statements of Operations and Comprehensive Loss.




We do not provide GAAP net income (loss) on a forward-looking basis because we are unable to predict with reasonable certainty our future stock-based compensation expense, investigation, audit-related and litigation expense, fair value adjustments for financing derivatives and warrants, variable interest expense for outstanding senior secured convertible notes, and any unusual gains or losses without unreasonable effort. These items are uncertain, depend on various factors, and could be material to results computed in accordance with GAAP. For this reason, we are unable without unreasonable effort to provide a reconciliation of adjusted EBITDA or non-GAAP net loss to the most directly comparable GAAP measure, GAAP net income (loss), on a forward-looking basis.
Supplemental Non-GAAP Disclosure
The following tables present a reconciliation of certain non-GAAP expense line items (to be discussed on today’s conference call) to the most directly comparable GAAP expense line items. GAAP expense line items have been adjusted to exclude the effects of stock-based compensation.
 
Three Months Ended June 30,
 
2019
(Unaudited)
 
2018
(Unaudited)
(In thousands)
As reported (GAAP)
 
Less: stock-based compensation
 
As adjusted (non-GAAP)
 
% of GAAP Revenue
 
As reported (GAAP)
 
Less: stock-based compensation
 
As adjusted (non-GAAP)
 
% of GAAP Revenue
Revenues
$
96,888

 
 
 
 
 
100.0
%
 
$
101,389

 
 
 
 
 
100.0
%
Cost of revenues
51,994

 
$
636

 
$
51,358

 
53.0
%
 
51,526

 
$
3,774

 
$
47,752

 
47.1
%
Gross profit
44,894

 
(636
)
 
45,530

 
47.0
%
 
49,863

 
(3,774
)
 
53,637

 
52.9
%
Selling and marketing
23,329

 
1,087

 
22,242

 
23.0
%
 
29,647

 
5,792

 
23,855

 
23.5
%
Research and development
16,883

 
668

 
16,215

 
16.7
%
 
20,889

 
3,972

 
16,917

 
16.7
%
General and administrative
16,932

 
1,913

 
15,019

 
15.5
%
 
28,699

 
9,461

 
19,238

 
19.0
%
Restructuring
2,949

 
(266
)
 
3,215

 
3.3
%
 
3,833

 

 
3,833

 
3.8
%


 
Six Months Ended June 30,
 
2019
(Unaudited)
 
2018
(Unaudited)
(In thousands)
As reported (GAAP)
 
Less: stock-based compensation
 
As adjusted (non-GAAP)
 
% of GAAP Revenue
 
As reported (GAAP)
 
Less: stock-based compensation
 
As adjusted (non-GAAP)
 
% of GAAP Revenue
Revenues
$
199,182

 
 
 
 
 
100.0
%
 
$
207,308

 
 
 
 
 
100.0
%
Cost of revenues
105,401

 
$
1,484

 
$
103,917

 
52.2
%
 
98,780

 
$
3,987

 
$
94,793

 
45.7
%
Gross profit
93,781

 
(1,484
)
 
95,265

 
47.8
%
 
108,528

 
(3,987
)
 
112,515

 
54.3
%
Selling and marketing
48,169

 
2,403

 
45,766

 
23.0
%
 
55,552

 
6,367

 
49,185

 
23.7
%
Research and development
35,099

 
1,394

 
33,705

 
16.9
%
 
39,605

 
4,316

 
35,289

 
17.0
%
General and administrative
36,477

 
5,976

 
30,501

 
15.3
%
 
47,360

 
10,210

 
37,150

 
17.9
%
Restructuring
2,879

 
(266
)
 
3,145

 
1.6
%
 
5,090

 

 
5,090

 
2.5
%
We do not provide GAAP cost of revenues, selling and marketing, research and development, general and administrative, and restructuring expense on a forward-looking basis because we are unable to predict with reasonable certainty our future stock-based compensation expense without unreasonable effort. Stock-based compensation expense is uncertain, depends on various factors, and could be material to results computed in accordance with GAAP. For this reason, we are unable without unreasonable effort to provide a reconciliation of non-GAAP operating expense to the most directly comparable GAAP measure on a forward-looking basis.



Revenues
Revenues from our three offerings of products and services are as follows:
 
Three Months Ended June 30,
 
 
 
 
(In thousands)
2019 (Unaudited)
 
% of Revenue
 
2018 (Unaudited)
 
% of Revenue
 
$ Variance
 
% Variance
Ratings and Planning
$
68,922

 
71.1
%
 
$
70,501

 
69.5
%
 
$
(1,579
)
 
(2.2
)%
Analytics and Optimization
17,293

 
17.9
%
 
20,533

 
20.3
%
 
(3,240
)
 
(15.8
)%
Movies Reporting and Analytics
10,673

 
11.0
%
 
10,355

 
10.2
%
 
318

 
3.1
 %
Total revenues
$
96,888

 
100
%
 
$
101,389

 
100
%
 
$
(4,501
)
 
(4.4
)%

 
Six Months Ended June 30,
 
 
 
 
(In thousands)
2019 (Unaudited)
 
% of Revenue
 
2018 (Unaudited)
 
% of Revenue
 
$ Variance
 
% Variance
Ratings and Planning
$
139,499

 
70.0
%
 
$
140,070

 
67.6
%
 
$
(571
)
 
(0.4
)%
Analytics and Optimization
38,751

 
19.5
%
 
46,264

 
22.3
%
 
(7,513
)
 
(16.2
)%
Movies Reporting and Analytics
20,932

 
10.5
%
 
20,974

 
10.1
%
 
(42
)
 
(0.2
)%
Total revenues
$
199,182

 
100
%
 
$
207,308

 
100
%
 
$
(8,126
)
 
(3.9
)%