Kenneth Tarpey - Chief Financial Officer Serge Matta - Chief Executive Officer Cameron Meierhoefer - Chief Operating Officer.

Youssef Squali - Cantor Fitzgerald Heath Terry - Goldman Sachs Todd Mitchell - Brean Capital, LLC Jason Helfstein - Oppenheimer & Co..

Good day, ladies and gentlemen, and welcome to the First Quarter 2014 comScore, Incorporated Earnings Conference Call. My name is Janet and I will be your operator for today. (Operator Instructions). As a reminder, this conference is being recorded for replay purposes. I'd now like to turn the conference over to Mr. Ken Tarpey. Please proceed, sir..

Thank you. Good morning and welcome to comScore's earnings call for the first quarter of 2014. Again, I'm Ken Tarpey, CFO at comScore and with me today is Serge Matta, our Chief Executive and Cameron Meierhoefer, our COO.

Before we begin, please allow me to read the following disclaimer regarding our use of forward-looking information and non-GAAP financial measures.

During the course of today's call, as well as during any question-and-answer period that may follow, representatives of the company may make forward-looking statements within the meanings of the Securities Act of 1933 and the Securities Exchange Act of 1934 regarding future events or performance of the company that involve risks and uncertainties, including without limitation, the strength of comScore's business; expectations as to the opportunities including new customers and markets for comScore; expectations regarding the benefits of partnerships with parties such as Google and Yahoo, expectations as to the growth and composition of comScore's customer base and renewal rates; expectations regarding the impacts and benefits of particular lines of business and products; expectations regarding the relative quality of comScore's products; expectations regarding changes and responsibilities in roles of our executive officers; assumptions regarding tax rates and net operating loss carry-forwards; and forecasts of future financial performance for the second quarter and full year 2014 including related growth rates, exchange rates and assumptions.

Such statements are only predictions based on management's current expectations. Actual events or results could differ materially from those predictions due to a number of risks and uncertainties, including those identified in the documents comScore files from time to time with the Securities and Exchange Commission.

Those documents specifically include but are not limited to comScore's Form 8-K filed earlier today relating to this call and comScore's Form 10-K for the period ending December 31, 2013 and our quarterly reports on Form 10-Q.

We caution you not to place undue reliance on any forward-looking statements included in these presentations, which speak only as of today. We do not undertake any obligation to publicly update any forward-looking statements to reflect new information after today's call or to reflect the occurrence of unanticipated events.

In addition, we may reference certain non-GAAP financial measures in the course of our presentation. You will find in our press release and on our Investor Relations website a reconciliation of non-GAAP financial measures discussed during today's call to the most directly comparable GAAP financial measure.

The link to our Investor Relations website is ir.comscore.com, and our results are posted under Press Releases. We have a presentation posted on our IR website under events and presentations that accompanies our comments today. It might be helpful to follow along with us. With that, I will now turn the call over to Serge. .

Thank you, Ken. And thank you for joining us today. Let me first provide you an overview of the quarter and then discuss key operational highlight. After that I'll turn over to Ken to review our financial performance before we take your questions. Moving on and beginning with Slide 4.

We continue to build on the tremendous momentum comScore created in the market place last year. With another quarter of record revenues and strong profitability to kick off 2014. First quarter 2014 revenues were $76.9 million, up 14% over last year's pro forma result. Adjusted EBITDA was $15.4 million.

This equates to a 20% EBITDA margin which reflect operating leverage in the business and continued disciplined expense management. And we also repurchased $21.5 million worth of shares during the quarter. In addition, our key operating metrics continue to demonstrate the ongoing strength and momentum of our business.

At quarter end, we had 351 customers on our multi platform service, also knows as MMX MP, an increase of 48 customers.

Similar to previous quarters, two thirds of these customers also bought Mobile Metrix and/or Video Metrix during the same quarter, demonstrating our ability to deepen customer relationship and increase customer value through additional service offerings. For the overall business, we achieved 48 net new additions.

Our contract renewal rate with existing customers remained above 90% on a constant dollar basis. Turning to Slide 5, we remained focus on our four key priorities. We continue to expand a cross-media offering and on track to deliver a syndicated cross-media product by the end of the year.

We also continue to expand our vCE market leadership which is our second key priority. The partnership with Google we announced earlier this year and our new partnership with Yahoo which I will address in a moment, demonstrate strong progress against this priority.

These partnerships also play an important role in supporting our third focus for 2014 which is to integrate comScore data into the places where clients use them. We are seeing great demand to integrate our data and services into publisher and add management platform and we will continue to drive these initiatives forward.

Lastly, we remain committed to maintaining a sharp focus on execution and continuing to return capital to investors both of which we delivered on during the first quarter. Turning to Slide 6. Yesterday we announced a new partnership with Yahoo as we continue to enter into transformative partnership that we expect to fuel our stages of growth.

We are collaborating with Yahoo to provide real- time vCE integration across all of Yahoo's property and the Yahoo exchange.

Our long-term partnership will provide advertisers with access to comScore's vCE metric through Yahoo's ad serving and reporting tool, delivering TV comparable metrics for digital video, display and mobile ad campaign that reach audiences on Yahoo and across the web. As such vCE will be embedded into Yahoo's workflow.

This partnership will also enable broader access to vCE on a global basis through improved integration and data collaboration.

With Yahoo's large global ad serving footprint, vCE metrics can be extended, can be expanded to a greater number of reporting geographies which allows for measurement of global advertising campaign in a way that wasn't previously available.

For brand marketers who conduct global marketing campaign having access to the same metrics across market helps bring greater consistency and comparability to their campaign evaluation effort. I am happy to report that both our technical collaboration and data sharing is already underway and our partnership with Yahoo is rapidly moving forward.

Full integration of vCE into Yahoo's Exchange is expected late in the second quarter of 2014. Taken by itself our partnership with Yahoo, one of the world's largest and most important digital publisher is an important step forward for both companies.

But more broadly, it is another signal that the industry is looking to comScore to provide trusted media analytics to help make advertising more valuable for both buyers and sellers. Turning to Slide 7. I was with Yahoo last night in New York where announcement was made during Yahoo's NewFronts presentation to advertiser.

As Ad Age noted in their event coverage, the hope is that this measurement partnership will create a more apples-to-apples comparison with TV and make buyers more comfortable bringing their budget online. We couldn't agree more.

And this is the message that is resonating with the market as it demonstrated in the strong support this partnership has received from major advertising agency groups including Starcom MediaWest, VIVAKI which is part of the Publicis Groupe, ZenithOptimedia and others. Turning to Slide 8.

Last quarter we announced our ground breaking partnership agreement with Google to embed vCE into Google's double-click ad management platform, greatly expanding vCE's reach by becoming famously integrated into double-click massive digital advertising footprint. We are on track to go live in the third quarter of 2014.

This partnership will deliver real-time reporting to advertisers not simply post campaign metrics. Today Google and YouTube are using vCE for advertiser guarantees and this should only be expanded as our partnership deepens with them.

We've been working hard to combine our companies' respective strengths to help simplify digital advertising and accelerate its growth. It is truly an innovative partnership with deep technology and methodology integration and we are making terrific progress.

We are working not just with Google on this project but also collaborating in a very transparent manner with major consumer brand represented by the Publicis Groupe to ensure that your solution-- that the solution we are building will meet the need of the world's top brands right out of the gate.

We are laying the foundation to deliver real-time campaign optimization and reduce wasted inventory. The speed of data and ease of use will also make it easier for clients to meet ad guarantee. Moving on to Slide 9. We have been focused for years on brining measurement to mobile platform.

Our customers tell us it's critical for them to have metrics that allow them to understand advertising performance on mobile platforms and they want comparability across the platforms they buy and sell against.

This month we announced the availability of actionable brand metrics for mobile ad campaign to both advertisers and publisher clients through our vCE mobile offering. These ad measurement solutions provide demographic delivery insights for ads appearing on smartphones and tablets both in app and via the mobile web.

With actionable data to measure the performance of a brand advertising from both a campaign and inventory management perspective, advertisers and publishers now have a cross-media comparable metric such as demographic delivery, reach, frequency and GRPs to optimize their media allocations.

With these offerings, we are facilitating cross platform campaign buying, planning and evaluation and allowing marketers to use an integrated view of media to optimize reach and frequency and reduce wasted ad spent.

And we are improving mobile ad monetization, enhancing clients' ability to allocate dollar in accordance with the medium's performance against their marketing objectives. On to Slide 10. We are on track to deliver a syndicated cross media product in the second half of 2014.

The comScore Nielsen data license was formally approved by the FTC on April 2 of this year. As a reminder, total video includes linear TV, video on demand, digital usage across PCs, tablets, smartphones or through over -the-top video, game consoles and internet connected Smart TV.

Finally, to be clear the 2014 guidance we are providing today does not reflect any revenue benefit from the Yahoo or Google agreement, as neither partnership has gone live yet. The Yahoo partnership is schedule to go live with the end of the second quarter. And the Google agreement is schedule to go live during the third quarter.

Net-net, we anticipate both of these strategic agreement will provide us incremental revenues in 2014 and beyond. We have not factored these future revenue benefits in our current guidance and we'll update you during future 2014 calls after these partnerships go live. To sum up, we had another record quarter at comScore.

We are executing well against clear priorities, we believe we will continue to fuel our growth and market position. And we are building momentum in our businesses for the rest of this year and beyond. Now I'll turn over the call to our CFO, Ken Tarpey for review of our financial results. .

Thank you, Serge. Let's take a look at our first quarter results in more details. Revenues first quarter was $76.9 million, up 14% versus pro forma results in the same quarter last year. Subscription revenue in the first quarter was $69.1 million, up 18% versus pro forma results in Q1, 2013.

Subscription and project revenue represented 90% and 10% of total revenue respectively, as more customers are contracting for vCE as a subscription service, this is driving subscription revenue mix up slightly. Revenue from existing customers was up 17% year-over-year in the first quarter to $69.8 million and represented 91% of total revenues.

Our renewal rate with exiting customers remained above 90% on a constant dollar basis. During the first quarter, we added 48 net new customers bringing our total customer count to 2,416, a 10% increase over last year. Our international revenues remained strong as international represents 30% of our total revenue. Turning now to expenses and margins.

Our gross margin was 69.5%, an increase of one margin point from Q4, 2013 and two points over Q1, 2013. The higher Q1 margin performance gross margin performance can be attributed to higher revenue attainment and lower Q1 cost related to our survey business as our panel based information was used to a great extend than originally anticipated.

G&A expenses increased to $13.3 million in the first quarter which primarily reflected higher stock compensation expenses on year-over-year basis. This was related to our recent changes in our Chairman and CEO roles as well as timing of plan approvals in 2014 versus 2013.

GAAP net tax loss, pretax loss for Q1, 2014 was $660,000 compared to a GAAP pretax income of $156,000 in the same quarter last year. Our stock comp expense in total in Q1 was $7.2 million. Our Q1 tax provision was $120,000 to provide taxes for year-to-date profits in certain international countries.

In the first quarter GAAP net loss was $782,000 or $0.02 per basic and fully diluted share based on a basic and diluted share count of 33.8 million shares.

Non-GAAP net income for the first quarter of 2014 was $10.7 million or $0.30 per diluted share excluding stock based compensation, amortization of intangible, acquisition related expenses and other non-recurring item. EPS calculation is based on a Q1 full diluted share count of 35.1 million shares.

First quarter adjusted EBITDA was $15.4 million and represented adjusted EBITDA margin of 20%. The higher Q1 EBITDA [Technical Difficulty] can also be attributed to higher [Technical Difficulty] gross margin as previously discussed.

Looking in our balance sheet, we ended the quarter with cash and cash equivalents of $51.8 million, an increase of $16 million from December 31 and a decrease of $21.9 million from the year ago.

The decrease in our cash position primarily reflect the impact of our stock repurchase program as $21.5 million of stock was repurchased in Q1, 2014 and $34.6 million cumulatively. Cash flow from operations in the first quarter was $19.4 million and capital expenditures were $1.9 million, resulting in a Q1 free cash flow of $17.5 million.

Now I'll turn your attention to Slide 12 with details regarding our guidance. This guidance is second quarter of 2014 is provided on GAAP basis as there is no impact in 2014 of our Non-Health Copy Testing and Configuration Manager products which we divested in Q1, 2013.

For the second quarter of 2014, we anticipate revenues in the range of $77.3 million to $79.7 million. We anticipate second quarter GAAP loss before income taxes is in the range of $2 million loss to pretax loss of $0.3 million.

We anticipate the adjusted EBITDA for the second quarter of 2014 to be in the range of $14.3 million to $16.0 million which represents an adjusted EBITDA margin of approximately 18% to 20% or 90% at the midpoint of our revenue and adjusted EBITDA guidance. Our estimated fully diluted share count for second quarter is 34.9 million shares.

For the full year of 2014, we now anticipate revenues in the range of $317.2 million to $328.2 million. We anticipate 2014 GAAP loss before income taxes in the range of $2.4 million loss to $5.2 million of income.

We anticipate adjusted EBITDA for 2014 to be in the range of $59.9 million to $68.5 million which represents an adjusted EBITDA margin of approximately 19% to 21% or 20% at the midpoint of revenue on adjusted EBITDA guidance ranges. And our estimated fully diluted share count for the full year of 2014 is 35.0 million shares.

Currently for 2014 we project an annual GAAP tax rate of approximately 45%, and an annual cash tax rate of approximately 20%. Lastly, as Serge mentioned this current guidance does not reflect any revenues from the new Yahoo and Google relationships.

We anticipate incremental revenues from these agreements later in 2014 and we will update you during future calls after these partnerships go live. With that operator, you may now open the line to take questions..

Your first question comes from the line of Youssef Squali with Cantor Fitzgerald. Please proceed. .

Yes, hi, thank you very much. Couple of questions, please.

On the vCE partnerships, so our understanding is that they are on an opt-in basis not an opt-out basis, so in that case who is actually in charge of selling the solutions to advertisers? How are these incentivized? And second, in your Q2 guidance the EBITDA level basically assumes some sequential deterioration in margin.

I was just wondering what's driving that. Is that the result of the integration of Yahoo and Google? And lastly, maybe you can just expand on the share count increase in Q2 and your views on SBC. Thank you..

Hey, Youssef, good morning. On the vCE partnerships, yes, it is opt-in, who is in-charge is, we are both in-charge, we are both -- the Google sales force, the Yahoo sales force and the comScore's sales force are going to be actively selling the product.

We obviously have a lot of relationship so do they-- so the both of them actually, in terms of incentives and how do we get paid, we get paid regardless if Google and/ or Yahoo charge for the impressions based on the vCE and just to be clear, it is based on gross impression nothing else. It is not based on viewed impression or anything like that.

It is based on gross impression. So whether or not they charge their clients, they give it away for free, if they charge their clients, it doesn't really matter for us, we still get paid based on CPM basis and so it is very -- the Yahoo deal is very similar in that nature to the Google deal. And now I'll hand it off to Ken for the remaining questions.

.

Sure, hi. And the first one in terms of the margin, absolutely the continue cost from integration that we are doing with two major partnerships as well as total video is one impact. And secondly as I mentioned in the call we did get some benefit in the first quarter gross margin from being able to use panel based information.

And when we thought we were going to need to do for our survey business a bit more third party information. So I think those two factors are the pieces coming into play on margin expectations for Q2. .

And as you can tell we have a very accelerated delivery schedule, delivery implementation for Yahoo as we mentioned we are going to be launching here. We are today end of April, we are going to be launching within two months. So it is pretty accelerated delivery. So there is an additional expenses associated with it. .

As it relates to share count, on a fully diluted basis the share count in Q1 versus Q2 is fairly flat. The share count for GAAP purposes of the 33.8 is in essence the basis or primary share count because it was a loss, the 33.8 so you don't consider the other stock share equivalents from that standpoint.

I think lastly in terms of stock based compensation, I think as we discussed with investors and analysts in the past, the philosophy of the company here from the compensation committee and full board is that it is an important element of the incentive based approach that the company has taken to continue grow the business and the company is keeping a watchful eye on that and looking to evolve more programs over time that are higher proportion of cash versus stock.

Does that -- as we have also discussed previously that's our long-term process because grants are generally speaking for years investing period so there is a longer tail and it will take time for that to evolve over the next several years..

Your next question comes from the line of Heath Terry with Goldman Sachs. Please proceed. .

Great, thank you.

Ken, I understand you have said that the guidance obviously doesn't include any contribution from Yahoo or Google at this point but given what you do know about those relationships can you just give us an idea of how you would expect investors to go about thinking about the impact that these relationships could have longer term? If certainly understand if you can't go into any numbers but just sort of the process that you will be using to think about updating guidance when the time is right for that.

And then to the extent that you can just touch on it a little bit, the progress that you are seeing in expanding your mobile measurement capabilities particularly outside the U.S..

Sure. So, hey, good morning, Heath. So in terms of how we look at it, in terms of both Yahoo and Google, like we said Google will go live in Q3, Yahoo goes live at the end of Q2.

There is going to be initially no doubt there is going to be some sort of ramp up in terms of when as advertiser start obviously getting use to this -- both of these programs, understand the real-time aspect of it versus the post campaign reporting which was previously in the market place, they'll see the benefit but there is some sort -- there is going to be some sort of ramp up.

We will know some time like I said in for Yahoo we'll have a better idea in Q3, for Google we'll have a better idea in Q4.

Now post ramp up we know the -- unfortunately we cannot disclose the number of impressions that the both of these guys have but as you can imagine both of them especially Google have the majority of ad impressions out there in terms of market share. I guess the question is how much over time, that's the difficult question to answer at this point.

It should, we know the -- we will have a better feeling in terms of the ramp up and then there is also the other thing I just want to mention is there is not only we will understand the impact of Yahoo and Google but it will also understand the impact of our overall vCE business especially with the Yahoo agreement, this now allows us to provide vCE in many, many countries overseas.

We'll have a rollout schedule and we will be providing that over the next few months. It's not something that we will be -- the rollout on the international for Yahoo is not a year long process, it is something that will happen in the next few months.

In terms of mobile measurement, we clearly very focused on mobile measurement as you can see with the mobile vCE and product that we just launched. Mobile in the U.S. continues to do well with Media Metrix, with including into the Media Metrix multi platform. Overseas, we are also having a significant emphasis on it.

We are rolling out -- we are going to be rolling out multi platform media Metrix in many countries this year which will include obviously mobile.

In addition, what we have done in Q2 is we've rolled out Mobile Metrix in many countries based on tag solution in several countries just this last quarter, many European countries and some additional regions were also went live. So there is a big emphasis on mobile, overseas expansion seemed to be on track. And if anything it seems to be accelerated. .

Your next question comes from the line of Todd Mitchell with Brean Capital. Please proceed.

Yes, thank you.

I'm wondering if you could address in the deals that you had with Google and that you have with Yahoo, if there is any sort of tension between volume and pricing and similarly what is the dynamic impact on pricing of being, continuing to be co-located with the Nielsen products?.

Good morning, Todd. So in terms of volume and pricing, great question. Now we are -- it is based on a CPM basis and the more volume there is no cap associated with it. So the more volume we pump into both of these systems, the more revenue we will generate. And so in that case it is to win-win for both of us.

They get the more brand advertising dollars into their app platforms, app serving platforms and we win because there is more revenue generated. So we both wanted to structure the deal that it was win -win for both of us and that there was no financial cap associated with the two partnerships.

In terms of how this different from Nielsen or is there any contention with the Nielsen, at least with Google, with Yahoo, our partnership with Yahoo right now is only with Yahoo and doesn't -- it is not an exclusive with Yahoo and we know that we signed our deal and we are as you can tell we are delivering on it extremely aggressively in terms of when we go live with it.

The difference between the Google comScore versus the Google Nielsen deal is really simple. It's one is real-time reporting embedded into their exchange, into the double click work flow and the other is post campaign reporting. With a real-time version Nielsen's today version is on the post campaign reporting.

Clearly from an advertiser perspective they want to understand what's happening in real-time to their campaign so that they can minimize the wasted ad inventory versus knowing about it at the end of the campaign or couple of days later. So that they can reduce the waste and associated spend -- associated with that campaign. .

That was helpful. Very helpful, actually. But I guess back to my first question. I'm assuming to a certain extent these two big exchanges are acting as agencies for you.

And in order to do that since you have to think in your pricing mechanisms you could say the CPM that we're going to get on gross impressions we'll take a cut on it because we think we will get tremendous more throughput through the system.

Was that kind of the calculus that you went through?.

Like you are going with this, Todd, not really. They both saw the value that the products offers and I am not able to disclose as you can imagine the CPM and whether or not we took either an increase or a haircut in the deal, in the CPM rate.

But suffice to say we feel very good about both deals and we both believe that they will provide us incremental revenue from where we are today. .

Your next question comes from the line of Jason Helfstein with Oppenheimer & Co. Please proceed..

Thanks, a few questions.

First, would you be able to give us a sense of what percentage of either revenues or billings came from vCE in the first quarter even as ballpark? And then with respect to Google, is that third-quarter launch on schedule or has that been delayed? So just trying to understand like how that is progressing, if it's been in line with expectations.

Ken, we notice that you removed the bookings growth from the slides this quarter. So can you just let us know was bookings growth in line with revenues on a trailing 12-month basis.

Any kind of commentary? And then lastly kind of balance sheet related, given that share repurchases exceeded free cash flow in the quarter, do you need to issue debt to maintain buyback? And then kind of general thoughts just around balance sheet leverage does that make sense? And then also housekeeping, what was the end of period non-GAAP share count.

Thanks. .

Okay. I will answer one of those and then I'll hand it off, good morning, Jason. In terms of Google, we are absolutely on track to go live with Google in the third quarter. There has been no delay; the partnership is going really well in a very transparent manner.

We are working not only with Google but with the Publicis Groupe clients to help us grow there so absolutely no delays, things are going great and we've always said sometime in Q3 so we will go live in Q3 as scheduled. And then I'll hand it off to Ken in terms of vCE and some of the other questions you had. .

Sure, sure. And let me start Jason with the share buyback. You know the company put in place the $50 million share buyback program last year as I mentioned on a call, we spent about $35 million right now. And from mix standpoint we are going to look at the program to see in not too distant future what we do from that standpoint.

If we do decide to use that leverage, and we have $100 million line available. I am not saying that we are going to, that's still remained to be seen so we will update people, you will hear from us as we kind of consider which way go from that standpoint.

I think in terms of the share count are the fully diluted share count for non-GAAP purposes was up $35 million, it was little over $ 35 million at the end of Q1 from that standpoint. vCE as we know has had a tremendous growth rate since its inception.

It is certainly given us significant operating leverage that helps in terms of the profitability and specifically we don't have segment reporting at this point in time as our organization structure is the same in the past but it is becoming increasingly important part of our revenue pie. .

And then just last question just on removing the bookings?.

Sure, sure. As I mentioned in the call, there are time we feel that the bookings growth rate, we were doing that in part as well as talking about new products because products renew and also the bookings growth rate was healthy and we had to get through some of the revenue lags.

We got through that last year and what I mentioned at the end of the -- in February was that we basically see revenue growth rate and our bookings growth rate kind of being very hand-in-hand or in parallel and so we told investors that you can look at the revenue growth rate is reasonable proxy for how are our bookings are doing.

I am in searching if there are colors but what the quarter it has been, moves started off very nicely for us. .

Yes. In terms of -- or just some color on booking, we beat everything in terms of internal estimates. We did not -- like I said we felt very good about the quarter, nothing to add to that other than it was a very good quarter. .

And at this time, we have no further questions. I would now like to turn the call back over to Mr. Serge Matta for any closing remarks. .

All right, thank you for your participation today. Our first quarter 2014 results reflect continued strong execution and momentum across our business as multi platform and cross media opportunities, the Yahoo and Google partnerships and our total video measurement effort lay a great foundation to our long-term success.

We remained focused on our key priorities on the sharp execution of our strategy and on delivering value to our shareholders. We look forward to speaking with you again on the next conference call. Thank you. .

Ladies and gentlemen, that concludes today's conference. Thank you for your participation. You may now disconnect. Have a great day..