RESTON, Va., Oct. 28, 2014 /PRNewswire/ -- comScore, Inc. (NASDAQ: SCOR), a leader in measuring the digital world, today announced financial results for the third quarter 2014.

http://photos.prnewswire.com/prnvar/20140804/133359

Third Quarter 2014

comScore achieved record quarterly revenue of $82.1 million. GAAP loss before income taxes was $5.8 million; and GAAP net loss was $3.3 million, or $(0.10) per basic and diluted share, which primarily reflects an impairment charge of $6.9 million related to our mobile operator analytics division. Excluding the impairment charge, pro forma income before income taxes would have been $1.1 million.

Third quarter and year to date 2014 metrics compared to results for the third quarter and year to date in the prior year* were as follows:


    --  Third quarter revenues of $82.1 million, up 15% from a year ago.
    --  Third quarter adjusted EBITDA of $19.1 million, up 17% from a year ago.
    --  Third quarter adjusted EBITDA margin was 23% of revenue, unchanged from
        a year ago.
    --  Year to date revenues of $239.0 million, up 14% from the same period in
        2013 on both a GAAP and pro forma basis*.
    --  Year to date adjusted EBITDA of $51.3 million, up 19% from the same
        period in 2013 on a pro forma basis*.

* comScore divested its Non-Health Copy Testing and Configuration Manager products in March 2013. All year-to-date 2013 pro forma growth rates included in the foregoing reflect adjustments to exclude the company's Non-Health Copy Testing and Configuration Manager products for the purposes of consistent presentation and are based on management's estimates of the revenue and results of operations of such products. 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.

Serge Matta, comScore's chief executive officer, said, "comScore delivered continued strong performance in the third quarter both on revenue and EBITDA. Our strategic partnerships with Yahoo and Google are progressing on schedule. I'm pleased to announce that our vCE service with Google has gone live, and the top three agency holding companies have agreed to utilize vCE in DoubleClick. We have also finalized new partnerships with Pandora and Datalogix, that will further enhance the solutions we offer clients, and we'll shortly be introducing vCE 2.0 to new international markets. Finally, we have a signed letter of intent to divest our mobile operator business unit, sharpening our focus on products and segments with the most attractive growth and margin expansion opportunities. We've positioned comScore for success with a product and technology portfolio that leverages key industry megatrends and makes audiences and advertising more valuable to our growing client base."

Third Quarter 2014 Supplemental Financial and Business Information
(dollars in millions)
(unaudited)




                              3Q14       3Q13       Change

    Subscription Revenue           $74.1      $62.5         18.6 %

    Project Revenue                 $8.0       $9.1        (12.1)%

    Existing Customer Revenue      $75.3      $64.5         16.7 %

    New Customer Revenue            $6.8       $7.1         (4.2)%

    International Revenue          $25.1      $21.3         17.8 %

     Customer Count                2,503      2,296           9.0%

Financial Outlook

comScore's expectations for the fourth quarter of 2014 are outlined in the table below. All amounts indicated expressly exclude the anticipated effects of comScore's mobile operator analytics division.

GAAP revenue from continuing operations* $83.0 million to $88.5 million
GAAP income before income taxes from continuing operations* $0.4 million to $3.4 million
Adjusted EBITDA** $17.5 million to $20.5 million
Estimated fully-diluted shares 34.6 million

comScore's expectations for full year 2014 are outlined in the table below. All amounts indicated expressly exclude the anticipated effects of comScore's mobile operator analytics division.

GAAP revenue from continuing operations* $319.0 million to $324.5 million
GAAP income before income taxes from continuing operations* $3.4 million to $6.4 million
Adjusted EBITDA** $72.2 million to $75.2 million
Estimated fully-diluted shares 34.4 million

* Assumes divestiture or discontinuation of mobile operator analytics division during the fourth quarter of 2014
** 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 from continuing operations is set forth in the attachment to this press release.

Given the discussion herein regarding our non-health copy testing and configuration manager products, which we disposed of in 2013, we are also providing Non-GAAP pro forma revenue and pro forma Adjusted EBITDA reconciliations for the corresponding prior periods 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 Tuesday, October 28 at 8:30 a.m. ET.

The conference call and replay can be accessed by telephone and webcast as follows:

Call-in Number: 888-713-4218, Pass code 95603534
(International) 617-213-4870, Pass code 95603534

Replay Number: 888-286-8010, Pass code 29204260
(International) 617-801-6888, Pass code 29204260

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 infrequently occurring items, non-cash deferred tax provision and litigation and related settlement costs. comScore reports non-GAAP EPS (diluted), which uses non-GAAP net income in lieu of GAAP net income in calculating earnings per share. Year to date 2013 Non-GAAP pro forma revenue excludes the estimated effects of revenue generated from non-health copy testing and configuration manager products. Year to date 2013 adjusted pro forma EBITDA also excludes the estimated effects of operations related to Non-Health Copy Testing and Configuration Manager products.

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. In addition, the company believes that adjusting for the pro forma effect of the sale of the company's non-health copy testing products in March 2013 promotes better comparability of the company's financial statements.

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. 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 products and services by customers, including vCE; 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, including vCE; expectations as to new product releases; expectations as to comScore's performance with respect to and the benefits of comScore's partnerships; expectations regarding the results of litigation and the potential settlement thereof; expectations regarding the disposal or discontinuation of comScore's mobile operator operations, including the related financial effects thereof; expectations and forecasts of future financial performance, including related growth rates and components thereof; and assumptions related to growth for the fourth quarter and full year of 2014 and beyond. These statements involve risks and uncertainties that could cause comScore's 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; comScore's ability to develop new products; comScore's ability to sell additional subscription-based products to customers; comScore's dependence on key partnership arrangements, comScore's ability to sell additional products and services to existing customers; comScore's ability to successfully dispose of its mobile operator operations; 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 year ended December 31, 2013, comScore's most recent Quarterly Report on Form 10-Q and other filings comScore makes 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:

Melvin Wesley, III
Chief Financial Officer
comScore, Inc.
(703) 438-2305
mwesley@comscore.com





                                                                                comScore, Inc.
                                                                Condensed Consolidated Statements of Operations
                                                                (in thousands, except share and per share data)


                                                                                                                Three Months Ended              Nine Months Ended

                                                                                                                  September 30,                   September 30,
                                                                                                                  -------------                   -------------

                                                                                                                        2014             2013       2014               2013
                                                                                                                        ----             ----       ----               ----

                                                                                                                 (unaudited)                  (unaudited)

    Revenue                                                                                                          $82,136          $71,606   $239,048           $210,365

    Cost of revenue (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 income (loss) 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


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

    Cost of revenue                                                                                                     $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


                                                                              comScore, Inc.
                                                                   Condensed Consolidated Balance Sheets
                                                                          (dollars in thousands)


                                                                                              September 30,          December 31,

                                                                                                                2014                   2013
                                                                                                                ----                   ----

                                                                                (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 Stockholders' Equity

    Current liabilities:

        Accounts payable                                                                                      $5,993                 $3,378

        Accrued expenses                                                                                      46,794                 33,472

        Deferred revenue                                                                                      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:

        Common stock                                                                                              36                     36

        Additional paid-in capital                                                                           307,655                293,322

        Accumulated other comprehensive income                                                               (2,653)                 1,726

        Accumulated deficit                                                                                 (90,416)              (83,173)

        Treasury stock                                                                                      (49,995)              (13,109)
                                                                                                             -------                -------

    Total stockholders' equity                                                                               164,627                198,802

    Total liabilities and stockholders' equity                                                              $338,641               $363,413


    * Information derived from the audited Consolidated Financial Statements


                                                                                          comScore, Inc.
                                                                         Condensed Consolidated Statements of Cash Flows
                                                                                      (dollars in thousands)


                                                                                                                         Nine Months Ended September 30,
                                                                                                                         -------------------------------

                                                                                                                                     2014                 2013
                                                                                                                                     ----                 ----

                                                                                                                                 (unaudited)

    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

             Gain on asset disposition                                                                                                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 revenue                                                                                                     (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, net                                                                                                -                 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
                                                                                                                                  -------              -------


                                                          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                       Nine Months Ended

                                                                                                                                                 September 30,                            September 30,
                                                                                                                                                 -------------                            -------------

                                                                                                                                                  2014                2013                  2014                 2013
                                                                                                                                                  ----                ----                  ----                 ----

                                                                                                                                                (unaudited)                           (unaudited)


    Revenue                                                                                                                                    $82,136             $71,606              $239,048             $210,365

    Adjustment to exclude non-Health Copy-Testing and
    Configuration Manager products
                                                                                                                                                     -                  -                    -             (1,330)
                                                                                                                                                   ---                ---                  ---              ------

    Non-GAAP Revenue (1)                                                                                                                       $82,136             $71,606              $239,048             $209,035

    Income (loss) before income taxes                                                                                                         $(5,816)               $707              $(9,195)              $1,781

    Deferred tax benefit (provision)                                                                                                            $4,681              $(192)               $6,113             $(2,894)

    Current tax provision                                                                                                                      (2,126)              (597)              (4,161)             (1,390)
                                                                                                                                                ------                ----                ------               ------

    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, net                                                                                                                 (80)                  -                2,780              (1,160)

    Gain on asset disposition                                                                                                                        -                  -                    -               (210)

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

                                                                                                                                                     -                  -                    -               (170)

    Non-cash portion of current tax provision related to

    excess tax benefits from stock based compensation (2)

                                                                                                                                                 1,047                   -                2,228                    -

    Deferred tax (benefit) provision                                                                                                           (4,681)                192               (6,113)               2,894
                                                                                                                                                ------                 ---                ------                -----

    Non-GAAP net income (1)                                                                                                                     13,035              11,556                35,255               28,873

    Current tax provision, excluding non-cash portion                                                                                            1,079                 597                 1,933                1,390

    Depreciation                                                                                                                                 4,622               3,964                13,185               12,120

    Interest and other expense, net                                                                                                                382                 238                   889                  570
                                                                                                                                                   ---                 ---                   ---                  ---

    Adjusted EBITDA (1)                                                                                                                        $19,118             $16,355               $51,262              $42,953

    Adjusted EBITDA margin (%)                                                                                                                    23%                23%                  21%                 21%

    EPS (diluted)                                                                                                                              $(0.10)              $0.00               $(0.22)             $(0.07)

    Non-GAAP EPS (diluted)                                                                                                                       $0.38               $0.32                 $1.02                $0.80


    Weighted - average number of shares used in per share calculation - common stock


    GAAP EPS (diluted)                                                                                                                      33,502,533          34,502,456            33,550,933           34,417,609

    Non-GAAP EPS (diluted)                                                                                                                  34,525,935          35,923,026            34,685,638           35,920,398


    (1) comScore divested its Non-Health Copy Testing and Configuration Manager Products in March 2013. All year-to-date 2013 amounts include adjustments to exclude Non-Health Copy Testing and Configuration Manager products and are based on management's estimates of the revenue and
     results of operations of such products.
    (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.


         Reconciliation of GAAP Operating Cash Flow to Free Cash Flow
                            (dollars in thousands)

                                        Three Months Ended            Nine Months Ended

                                           September 30,                September 30,
                                           -------------                -------------

                                              2014         2013          2014          2013
                                              ----         ----          ----          ----

                                          (unaudited)               (unaudited)


    Net cash
     provided
     by
     operating
     activities                            $13,680       $1,830       $42,020       $38,812

     Purchase
      of
      property
      and
      equipment                            (1,871)     (1,245)      (6,562)      (3,560)
                                                        ------        ------        ------

    Free cash
     flow                                  $11,809         $585       $35,458       $35,252
                                                          ----       -------       -------




                                              Revenue and Reconciliation of Income before Income Taxes to Adjusted EBITDA (Guidance)
                                                                              (dollars in thousands)

            Forecasted amounts for the three and twelve month periods ending December 31, 2014 are based on the mid-points of the range of guidance provided herein (1)


                                                                                                                        Three Months Ended December 31,                 Full Year December 31,
                                                                                                                        -------------------------------                 ----------------------

                                                                                                                                  2014                  2013                  2014                  2013
                                                                                                                                  ----                  ----                  ----                  ----

                                                                                                                                (unaudited)                              (unaudited)


    Revenue                                                                                                                $85,800 (1)          $74,814 (1)         $321,800 (1)         $274,922 (1)

    Income before income taxes                                                                                                   1,900                 1,914                $4,900                 5,804

    Amortization of intangible assets                                                                                            1,500                 1,483                 6,000                 6,233

    Stock-based compensation                                                                                                     9,500                 7,590                35,600                26,322

    Costs related to acquisitions, restructuring and
    other infrequently occurring items
                                                                                                                                   900                 2,424                 5,600                 6,864

    Settlement of litigation, net                                                                                                (100)                    -                2,700               (1,360)

    Gain on ARS disposition                                                                                                          -                (200)                    -                (214)

    Depreciation                                                                                                                 4,900                 4,595                17,700                16,525

    Interest and other expense, net                                                                                                400                   368                 1,200                   938
                                                                                                                                   ---                   ---                 -----                   ---

    Adjusted EBITDA                                                                                                        $19,000 (1)          $18,174 (1)          $73,700 (1)          $61,112 (1)
                                                                                                                            ----------           ----------           ----------           ----------

    Adjusted EBITDA margin (%)                                                                                                  22  %                24  %                23  %                22  %


    Estimated Q4 2014 and full year 2014 non-GAAP (Diluted) share count is 34.6M and 34.4M, respectively.



    (1) The three and twelve month periods ending December 31, 2014 and 2013 have been adjusted to exclude the results of operations from the mobile operator analytics division. In addition, the twelve month period ending December 31, 2013 has been adjusted to exclude the results
     of operations from the Non-Health Copy-Testing and Configuration Manager products activity which was disposed of during the first quarter of 2013.



                                                                  GAAP pre-tax Reconciliation of Revenue and Adjusted EBITDA to Pro Forma Revenue and
                                                                                             Pro Forma Adjusted EBITDA (1)
                                                                                                 (dollars in thousands)


                                      Three Months Ended December 31,
                                      -------------------------------

                                             2014                                    2013
                                             ----                                    ----

                                                              (unaudited)


                           Pre- Adjusted              Adjustment to Exclude non- Health      Adjustment to Exclude Mobile               Pro Forma              As Reported          Adjustment to Exclude non- Health     Adjustment to Exclude Mobile
                                                        Copy Testing and Configuration        Operator Analytics Division                                                             Copy Testing and Configuration       Operator Analytics Division
                                                             Manager Products (3)                         (4)                                                                              Manager Products (3)                        (4)                  Pro Forma

    Revenue                               $87,300                                       -                           (1,500)                           $85,800              $76,495                                     -                           (1,681)            $74,814

    Adjusted EBITDA(2)                    $18,500                                       -                               500                            $19,000              $17,122                                     -                             1,052             $18,174

    Adjusted EBITDA margin                    21%                                    n/a                             (33)%                               22%                 22%                                   n/a                            (63)%                24%



                                                                                            Twelve Months Ended December 31,
                                                                                            --------------------------------

                                                                                   2014                                    2013
                                                                                   ----                                    ----

                                                                                                      (unaudited)


                                                                 Pre- Adjusted              Adjustment to Exclude non- Health      Adjustment to Exclude Mobile               Pro Forma                      As Reported           Adjustment to Exclude non- Health      Adjustment to Exclude Mobile
                                                                                              Copy Testing and Configuration        Operator Analytics Division                                                                      Copy Testing and Configuration        Operator Analytics Division
                                                                                                   Manager Products (3)                         (4)                                                                                       Manager Products (3)                         (4)                  Pro Forma


    Revenue                                                                    $326,314                                       -                           (4,514)                          $321,800                      $286,860                                (1,330)                          (10,608)            $274,922

    Adjusted EBITDA(2)                                                          $69,788                                       -                             3,912                            $73,700                       $60,241                                  (170)                             1,041              $61,112

    Adjusted EBITDA margin                                                          21%                                    n/a                             (87)%                               23%                          21%                                   13%                             (10)%                 22%


    (1) Pro forma revenue and pro forma Adjusted EBTIDA are adjusted to exclude the company's Non-Health Copy Testing and Configuration Manager products, as well as its mobile operator analytics division.

    (2) See reconciliation of Adjusted EBITDA.

    (3) Adjustments to exclude the Non-Health Copy Testing and Configuration Manager products are based on management's estimates of the revenue and results of operations of such products during 2013.

    (4) Adjustments exclude the Mobile Operator Analytics Division are based on management's estimates of the revenue and results of operations of that division during 2013 and 2014.


            Reconciliation of GAAP Loss Before Income Taxes to Pro Forma
             Income Before Income Taxes, excluding the Impairment Charge

                                                                          Three
                                                                         months
                                                                          ended
                                                                  September 30,
                                                                  -------------

                                                                           2014
                                                                           ----


     GAAP loss before
      income taxes                                                     $(5,816)

    Impairment charge                                                     6,942

     Pro Forma income
      before income taxes,
      excluding the
      impairment charge                                                  $1,126

Logo - http://photos.prnewswire.com/prnh/20140804/133359

SOURCE comScore, Inc.