SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-1158172

comScore, Inc.

(Exact name of registrant as specified in its charter)

Delaware		54-1955550
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)
11950 Democracy Drive, Suite 600
Reston, VA		20190
(Address of principal executive offices)		(Zip Code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 8, 2011, there were 31,860,338 shares of the registrant’s common stock outstanding.

 

 

COMSCORE, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2011

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION			4
Item 1. Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosure about Market Risk			34
Item 4. Controls and Procedures			35
PART II. OTHER INFORMATION			35
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			52
Item 3. Defaults Upon Senior Securities			53
Item 4. (Removed and Reserved)			54
Item 5. Other Information			54
Item 6. Exhibits			54
SIGNATURES			55
EXHIBIT INDEX			56

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosure About Market Risk” under Items 2 and 3, respectively, of Part I of this report, and the sections entitled “Legal Proceedings,” “Risk Factors,” and “Unregistered Sales of Equity Securities and Use of Proceeds” under Items 1, 1A and 2, respectively, of Part II of this report, may contain forward-looking statements. These statements may relate to, but are not limited to, expectations of future operating results or financial performance, macroeconomic trends that we expect may influence our business, plans for capital expenditures, expectations regarding the introduction of new products, regulatory compliance and expected changes in the regulatory landscape affecting our business, expected impact of litigation, plans for growth and future operations, effects of acquisitions, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under the section entitled “Risk Factors” in Item 1A of Part II of this Quarterly Report on Form 10-Q. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,” “seek” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events and/or results may differ materially.

     We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise, other than through the filing of periodic reports in accordance with the Securities Exchange Act of 1934, as amended. Investors and potential investors should not place undue reliance on our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of any of the events described in the “Risk Factors” section and elsewhere in this Quarterly Report on Form 10-Q could harm our business, prospects, operating results and financial condition. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

COMSCORE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

		June 30,				December 31,
		2011				2010
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	39,945			$	33,736
Short-term investments			2,591				—
Accounts receivable, net of allowances of $875 and $725, respectively			53,330				54,269
Prepaid expenses and other current assets			8,566				8,391
Deferred tax assets			6,151				6,701
Total current assets			110,583				103,097
Long-term investments			—				2,819
Property and equipment, net			29,746				28,637
Other non-current assets			1,486				733
Long-term deferred tax assets			12,709				11,316
Intangible assets, net			47,873				50,260
Goodwill			88,910				86,217
Total assets		$	291,307			$	283,079
Liabilities and Equity
Current liabilities:
Accounts payable		$	9,703			$	5,588
Accrued expenses			19,175				15,297
Deferred revenues			71,797				70,611
Deferred rent			924				941
Deferred tax liabilities			—				132
Capital lease obligations			5,423				4,659
Total current liabilities			107,022				97,228
Deferred rent, long-term			8,083				8,019
Deferred revenue, long-term			1,292				843
Deferred tax liabilities, long-term			—				744
Capital lease obligations, long-term			7,669				7,959
Other long-term liabilities			2,178				2,454
Total liabilities			126,244				117,247
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at June 30, 2011 and December 31, 2010; no shares issued or outstanding at June 30, 2011 and December 31, 2010			—				—
Common stock, $0.001 par value per share; 100,000,000 shares authorized at June 30, 2011 and December 31, 2010; 31,841,337 and 31,523,559 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively			32				32
Additional paid-in capital			221,679				216,895
Accumulated other comprehensive income			5,176				2,166
Accumulated deficit			(61,824	)			(53,261	)
Total stockholders’ equity			165,063				165,832
Total liabilities and stockholders’ equity		$	291,307			$	283,079

The accompanying notes are an integral part of these consolidated financial statements.

COMSCORE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(Unaudited)
(In thousands, except share and per share data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Revenues		$	58,095			$	41,962			$	111,046			$	78,101
Cost of revenues (excludes amortization of intangible assets resulting from acquisitions shown below) (1)			19,302				12,374				36,440				22,733
Selling and marketing (1)			19,717				12,892				37,886				25,610
Research and development (1)			8,833				6,088				16,732				11,135
General and administrative (1)			13,977				8,167				24,295				14,373
Amortization of intangible assets resulting from acquisitions			2,434				658				4,428				1,165
Total expenses from operations			64,263				40,179				119,781				75,016
(Loss) Income from operations			(6,168	)			1,783				(8,735	)			3,085
Interest and other (expense) income, net			(124	)			40				(213	)			154
Gain (loss) from foreign currency			102				(12	)			252				(129	)
(Loss) Income before income taxes			(6,190	)			1,811				(8,696	)			3,110
Income tax (provision) benefit			(2,039	)			(986	)			133				(2,056	)
Net (loss) income		$	(8,229	)		$	825			$	(8,563	)		$	1,054
Net (loss) income available to common stockholders per common share:
Basic		$	(0.26	)		$	0.03			$	(0.27	)		$	0.03
Diluted		$	(0.26	)		$	0.03			$	(0.27	)		$	0.03
Weighted-average number of shares used in per share calculation — common stock:
Basic			31,832,105				30,965,800				31,744,988				30,817,853
Diluted			31,832,105				31,736,718				31,744,988				31,625,650
Comprehensive (loss) income:
Net (loss) income		$	(8,229	)		$	825			$	(8,563	)		$	1,054
Other comprehensive income (loss):
Foreign currency cumulative translation adjustment			869				(93	)			3,238				(418	)
Unrealized (loss) gain on marketable securities, net of tax effect of $0 for the three and six months ended June 30, 2011, respectively, and $11 and $13 for the three and six months ended June 30, 2010, respectively			(286	)			(16	)			(228	)			(19	)
Total comprehensive (loss) income		$	(7,646	)		$	716			$	(5,553	)		$	617

Cost of revenues		$	605			$	246			$	1,068			$	476
Selling and marketing			2,066				1,037				4,019				2,256
Research and development			627				315				1,058				579
General and administrative			2,208				1,889				4,886				2,850

The accompanying notes are an integral part of these consolidated financial statements.

COMSCORE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

		Six Months Ended June 30,
		2011				2010
Operating activities
Net (loss) income		$	(8,563	)		$	1,054
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation			6,391				3,486
Amortization of intangible assets resulting from acquisitions			4,428				1,166
Provision for bad debts			69				17
Stock-based compensation			11,031				6,165
Amortization of deferred rent			(482	)			(440	)
Amortization of bond premium			—				173
Deferred tax (benefit) provision			(1,484	)			1,072
Loss on asset disposal			8				1
Changes in operating assets and liabilities:
Accounts receivable			1,417				1,623
Prepaid expenses and other current assets			(736	)			47
Accounts payable, accrued expenses, and other liabilities			7,218				2,233
Deferred revenues			(125	)			3,688
Deferred rent			520				407
Net cash provided by operating activities			19,692				20,692
Investing activities
Acquisitions, net of cash acquired			(834	)			(16,788	)
Sales and maturities of investments			—				25,324
Purchase of property and equipment			(4,222	)			(2,624	)
Net cash (used in) provided by investing activities			(5,056	)			5,912
Financing activities
Proceeds from the exercise of common stock options			271				789
Repurchase of common stock			(6,081	)			(3,608	)
Principal payments on capital lease obligations			(2,653	)			(420	)
Debt issuance costs			(69	)			—
Net cash used in financing activities			(8,532	)			(3,239	)
Effect of exchange rate changes on cash			105				(322	)
Net increase in cash and cash equivalents			6,209				23,043
Cash and cash equivalents at beginning of period			33,736				58,284
Cash and cash equivalents at end of period		$	39,945			$	81,327

The accompanying notes are an integral part of these consolidated financial statements.

COMSCORE, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

     comScore, Inc. (the “Company”), a Delaware corporation incorporated in August 1999, provides a digital marketing intelligence platform that helps customers make better-informed business decisions and implement more effective digital business strategies. The Company’s products and solutions offer customers insights into consumer behavior, including objective, detailed information regarding usage of their online properties and those of their competitors, coupled with information on consumer demographic characteristics, attitudes, lifestyles and offline behavior.

     The Company’s digital marketing intelligence platform is comprised of proprietary databases and a computational infrastructure that measures, analyzes and reports on digital activity. The foundation of the platform is data collected from a panel of more than two million Internet users worldwide who have granted to the Company explicit permission to confidentially measure their Internet usage patterns, online and certain offline buying behavior and other activities. For measuring and reporting online audiences, comScore also supplements panel information with Web site server metrics. This panel information is complemented by a Unified Digital Measurement solution to digital audience measurement. Unified Digital Measurement blends panel and server methodologies into a solution that provides a direct linkage and reconciliation between server and panel measurement. By applying advanced statistical methodologies to the panel data, the Company projects consumers’ online behavior for the total online population and a wide variety of user categories. Also, with key acquisitions, the Company has expanded its abilities to provide its customers a more robust solution for the mobile medium as well as expanded its abilities to provide its customers with actionable information to improve their creative and strategic messaging. Recent acquisitions have also enabled the Company to expand its geographic sales coverage.

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

     The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated upon consolidation. The Company consolidates investments where it has a controlling financial interest. The usual condition for controlling financial interest is ownership of a majority of the voting interest and, therefore, as a general rule, ownership, directly or indirectly, of more than 50% of the outstanding voting shares is a condition indicating consolidation is required. For investments in variable interest entities, the Company would consolidate when it is determined to be the primary beneficiary of a variable interest entity. The Company does not have any variable interest entities.

Unaudited Interim Financial Information

     The consolidated financial statements included in this quarterly report on Form 10-Q have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The consolidated financial statements included herein, reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed March 15, 2011 with the SEC. The results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2011 or thereafter. All references to June 30, 2011 and 2010 or to the three or six months ended June 30, 2011 and 2010 in the notes to the consolidated financial statements are unaudited.

Use of Estimates

     The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and assumptions are inherent in the analysis and the measurement of deferred tax assets, the identification and quantification of income tax liabilities due to uncertain tax positions, valuation of marketable securities, recoverability of intangible assets, other long-lived assets and goodwill, the determination of the allowance for doubtful accounts, and the determination of estimated selling prices for allocating arrangement consideration to arrangements with multiple elements. The Company bases its estimates on historical experience and assumptions that it believes are reasonable. Actual results could differ from those estimates.

Fair Value Measurements

     The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company applies the three-tier value hierarchy which prioritizes the inputs used in measuring fair value as follows:

	Level 1  —	observable inputs such as quoted prices in active markets;
	Level 2 —	inputs other than quoted prices in active markets that are observable either directly or indirectly;
	Level 3 —	unobservable inputs of which there is little or no market data, which requires the Company to develop its own assumptions.

     This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures its marketable securities at fair value and determines the appropriate classification level for each reporting period. The Company is required to use significant judgments to make this determination.

     The Company’s investment instruments are classified within Level 1 or Level 3 of the fair value hierarchy. Level 1 investment instruments are valued using quoted market prices. Level 3 instruments are valued using valuation models, primarily discounted cash flow analyses. The types of instruments valued based on quoted market prices in active markets include all U.S. government and agency securities. Such instruments are generally classified within Level 1 of the fair value hierarchy. The types of instruments valued based on significant unobservable inputs include certain illiquid auction rate securities. Such instruments are classified within Level 3 of the fair value hierarchy (see Note 4).

     Cash equivalents, investments, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, deferred revenue, deferred rent and capital lease obligations reported in the consolidated balance sheets equal or approximate their respective fair values.

     Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill. The Company adjusts these items to fair value when they are considered to be impaired. During the three and six months ended June 30, 2011 and 2010, there were no fair value adjustments for assets and liabilities measured on a non-recurring basis.

Cash and Cash Equivalents and Investments

     Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less at the time of purchase. Cash and cash equivalents consist primarily of bank deposit accounts.

     Investments, which consist principally of auction rate securities, are stated at fair value. These securities are accounted for as available-for-sale securities. Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a net amount in a separate component of stockholders’ equity until realized. Realized gains and losses on available-for-sale securities are included in interest income. Interest and dividends on securities classified as available-for-sale are included in interest income. The Company uses the specific identification method to compute realized gains and losses on its investments. Realized gains and losses for the three and six months ended June 30, 2011 and 2010 were not material.

     Interest income on investments was $0.1 million and $0.1 million for the three months ended June 30, 2011 and 2010, respectively, and $0.1 million and $0.2 million for the six months ended June 30, 2011 and 2010, respectively.

Accounts Receivable

     Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company generally grants uncollateralized credit terms to its customers and maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management’s judgment, which considers historical experience and specific knowledge of accounts where collectability may not be probable. The Company makes provisions based on historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions. If the financial condition of a customer deteriorates, resulting in an impairment of its ability to make payments, additional allowances may be required.

Property and Equipment

     Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment is depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from three to five years. Assets under capital leases are recorded at their net present value at the inception of the lease and are included in the appropriate asset category. Assets under capital leases and leasehold improvements are amortized over the shorter of the related lease terms or their useful lives. Replacements and major improvements are capitalized; maintenance and repairs are charged to expense as incurred. Amortization of assets under capital leases is included within the expense category on the Consolidated Statements of Operations and Comprehensive (Loss) Income in which the asset is deployed.

Business Combinations

     The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Generally, restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price (i.e., working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as adjustments to goodwill. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required. Acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life.

Goodwill and Intangible Assets

     Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired. The allocation of the purchase price to intangible assets and goodwill involves the extensive use of management’s estimates and assumptions, and the result of the allocation process can have a significant impact on future operating results. The allocation of the purchase price to intangible assets is done at fair value. The Company estimates the fair value of identifiable intangible assets acquired using various valuation methods, including the excess earnings and relief from royalty methods.

     Intangible assets with finite lives are amortized over their useful lives while goodwill is not amortized but is evaluated for potential impairment at least annually by comparing the fair value of a reporting unit to its carrying value, including goodwill recorded by the reporting unit. If the carrying value exceeds the fair value, impairment is measured by comparing the implied fair value of the goodwill to its carrying value, and any impairment determined is recorded in the current period. All of the Company’s goodwill is associated with one reporting unit. Accordingly, on an annual basis the Company performs the impairment assessment for goodwill at the enterprise level. The Company completed its annual impairment analysis as of October 1st for 2010 and determined that there was no impairment of goodwill. There have been no indicators of impairment suggesting that an interim assessment was necessary for goodwill since the October 1, 2010 analysis.

     Intangible assets with finite lives are amortized using the straight-line method over the following useful lives:

		Useful Lives
		(Years)
Acquired methodologies/technology			3 to 10
Customer relationships			7 to 12
Panel			7
Intellectual property			10
Trade names			2 to 5

Impairment of Long-Lived Assets

     The Company’s long-lived assets primarily consist of property and equipment and intangible assets. The Company evaluates the recoverability of its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. If an indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset to its carrying amount. Recoverability measurement and estimation of undiscounted cash flows are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the undiscounted future cash flows are less than the carrying amount of the asset, the Company records an impairment loss equal to the excess of the asset’s carrying amount over its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis. Although the Company believes that the carrying values of its long-lived assets are appropriately stated, changes in strategy or market conditions or significant technological developments could significantly impact these judgments and require adjustments to recorded asset balances. There were no impairment charges recognized during the three and six months ended June 30, 2011 or 2010.

Lease Accounting

     The Company leases its facilities and accounts for those leases as operating leases. For facility leases that contain rent escalations or rent concession provisions, the Company records the total rent payable during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight-line rent as a deferred rent liability in the accompanying consolidated balance sheets. Leasehold improvements funded by landlord incentives or allowances are recorded as leasehold improvement assets and a deferred rent liability, which is amortized as a reduction of rent expense over the term of the lease.

     The Company records capital leases as an asset and an obligation at an amount equal to the present value of the minimum lease payments as determined at the beginning of the lease term. Amortization of capitalized leased assets is computed on a straight-line basis over the term of the lease and is included in depreciation and amortization expense in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Foreign Currency Translation

     The functional currency of the Company’s foreign subsidiaries is the local currency. All assets and liabilities are translated at the current exchange rate as of the end of the period, and revenues and expenses are translated at average exchange rates in effect during the period. The gain or loss resulting from the process of translating foreign currency financial statements into U.S. dollars is reflected as foreign currency cumulative translation adjustment and reported as a component of other comprehensive income.

     The Company incurred foreign currency transaction gains of $0.1 million and $0.2 million for the three and six months ended June 30, 2011, respectively and realized foreign currency transaction losses of $0.1 million and $0.1 million for the three and six months ended June 30, 2010, respectively. These losses and gains are the result of transactions denominated in currencies other than the functional currency of the Company’s foreign subsidiaries.

Revenue Recognition

     The Company recognizes revenues when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the services have been rendered, (iii) the fee is fixed or determinable and (iv) collection of the resulting receivable is reasonably assured.

     The Company generates revenues by providing access to the Company’s online database or delivering information obtained from the database, usually in the form of periodic reports. Revenues are typically recognized on a straight-line basis over the period in which access to data or reports is provided, which generally ranges from three to 24 months.

     Revenues are also generated through survey services under contracts ranging in term from two months to one year. Survey services consist of survey and questionnaire design with subsequent data collection, analysis and reporting. Revenues are recognized on a straight-line basis over the estimated data collection period once the survey questionnaire has been delivered. Any change in the estimated data collection period results in an adjustment to revenues recognized in future periods.

     Certain of the Company’s arrangements contain multiple elements, consisting of the various services the Company offers. Multiple element arrangements typically consist of either subscriptions to multiple online product solutions or a subscription to the Company’s online database combined with customized services. Historically, the Company had determined there was not objective and reliable evidence of fair value for any of its services and, therefore, accounted for all elements in multiple element arrangements as a single unit of accounting. Access to data under the subscription element is generally provided shortly after the execution of the contract. However, the initial delivery of customized services generally occurs subsequent to the commencement of the subscription element. For these historical arrangements, the Company recognizes the entire arrangement fee over the performance period of the last deliverable. As a result, the total arrangement fee is recognized on a straight-line basis over the period beginning with the commencement of the last element delivered.

     Effective January 1, 2011, the Company adopted the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2009-13, Multiple Deliverable Revenue Arrangements, which requires the Company to allocate arrangement consideration at the inception of an arrangement to all deliverables, if they represent a separate unit of accounting, based on their relative selling prices. In addition, this guidance eliminated the use of the residual method for allocating arrangement consideration. This guidance is applicable to the Company for all arrangements entered into subsequent to December 31, 2010 and for any existing arrangements that are materially modified after December 31, 2010.

     For these types of arrangements, the guidance establishes a hierarchy to determine the selling price to be used for allocating arrangement consideration to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) if VSOE is not available, or (iii) an estimated selling price (“ESP”) if neither VSOE nor TPE are available. VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable on a stand-alone basis. ESP reflects the Company’s estimate of what the selling price of a deliverable would be if it was sold regularly on a stand-alone basis.

     The Company has concluded it does not have VSOE, for these types of arrangements, and TPE is generally not available because the Company’s service offerings are highly differentiated and the Company is unable to obtain reliable information on the products and pricing practices of the Company’s competitors. As such, ESP is used to allocate the total arrangement consideration at the arrangement inception based on each element’s relative selling price.

     The Company’s process for determining ESP involves management’s judgments based on multiple factors that may vary depending upon the unique facts and circumstances related to each product suite and deliverable. The Company determines ESP by considering several external and internal factors including, but not limited to, current pricing practices, pricing concentrations (such as industry, channel, customer class or geography), internal costs and market penetration of a product or service. The total arrangement consideration is allocated to each of the elements based on the relative selling price. If the ESP is determined as a

range of selling prices, the mid-point of the range is used in the relative-selling-price method. Once the total arrangement consideration has been allocated to each deliverable based on the relative allocation of the arrangement fee, the Company commences revenue recognition for each deliverable on a stand-alone basis as the data or service is delivered.

     The impact of adopting this new revenue recognition guidance in the first half of 2011 is that the Company recognized approximately $2.2 million in revenue and profit before tax that otherwise would have been recognized in future periods under the previous revenue recognition guidance. Based on the amounts involved, the timing of when this revenue would have been recognized under the previous revenue recognition rules, and the current backlog of arrangements, the Company believes the adoption of this accounting guidance will not have a material impact on the Company’s financial statements for the year ended December 31, 2011. ESP will be analyzed on an annual basis or more frequently if management deems it likely that changes in the estimated selling prices have occurred.

     Generally, contracts are non-refundable and non-cancelable. In the event a portion of a contract is refundable, revenue recognition is delayed until the refund provisions lapse. A limited number of customers have the right to cancel their contracts by providing a written notice of cancellation. In the event that a customer cancels its contract, the customer is not entitled to a refund for prior services, and will be charged for costs incurred plus services performed up to the cancellation date.

     Advance payments are recorded as deferred revenues until services are delivered or obligations are met and revenue can be recognized. Deferred revenues represent the excess of amounts invoiced over amounts recognized as revenues.

     On July 1, 2010, the Company completed its acquisition of Nexius, resulting in additional revenue sources, including software licenses, professional services (including software customization, implementation, training and consulting services), and maintenance and technical support contracts. The Company’s arrangements generally contain multiple elements, consisting of the various service offerings. The Company recognizes software license arrangements that include significant modification and customization of the software in accordance with FASB Accounting Standards Codification (“ASC”) 985-605, Software Recognition, and ASC 605-35, Revenue Recognition-Construction-Type and Certain Production-Type Contracts, typically using the completed-contract method. Prior to March 31, 2011, the Company had not established VSOE of fair value for the multiple deliverables and therefore accounted for all elements in these arrangements as a single unit of accounting, recognizing the entire arrangement fee as revenue on a straight line basis over the service period of the last delivered element. During the period of performance, billings and costs (to the extent they are recoverable) are accumulated on the balance sheet, but no profit or income is recorded before user acceptance of the software license. To the extent estimated costs are expected to exceed revenue, the Company accrues for costs immediately. During the quarter ended June 30, 2011 the Company established VSOE of fair value for post contract support (“PCS”) services for a group of certain Nexius customers. The establishment of VSOE of fair value followed an alignment of the Company’s pricing practices for these services. As a result of establishing VSOE, the Company, for the three months ended June 30, 2011, recorded revenue and related costs of revenue of $1.2 million and $0.6 million, respectively, of which $0.9 million and $0.3 million, respectively, had been previously deferred.

Stock-Based Compensation

     The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options with only service conditions is determined using the Black-Scholes option-pricing model. The fair value of market-based stock options and restricted stock units is determined using a Monte Carlo simulation embedded in a lattice model. The fair value of restricted stock awards is based on the closing price of the Company’s common stock on the date of grant. The determination of the fair value of the Company’s stock option awards and restricted stock awards is based on a variety of factors including, but not limited to, the Company’s common stock price, expected stock price volatility over the expected life of awards, and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectations. The forfeiture estimate is revised, as necessary, if actual forfeitures differ from these estimates.

     The Company issues restricted stock awards where restrictions lapse upon the passage of time (service vesting), achieving performance targets, or some combination of these restrictions. For those restricted stock awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. For stock awards that contain performance or market vesting conditions, the Company excludes these awards from diluted earnings per share computations until the contingency is met as of the end of that reporting period.

Income Taxes

     Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized.

The Company records a valuation allowance when it determines based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the

realizability of its deferred tax assets primarily based on projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, the overall outlook for the online marketing industry and general economic conditions. In addition, the Company considers the timeframe over which it would take to utilize the deferred tax assets prior to their expiration.

     For certain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

Earnings Per Share

     Diluted earnings per share for common stock reflects the potential dilution that could result if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted earnings per share assumes the exercise of stock options and warrants using the treasury stock method.

     The following table sets forth the computation of basic and diluted earnings per share:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
						(In thousands, except share and per share data)
Net (loss) income		$	(8,229	)		$	825			$	(8,563	)		$	1,054
Weighted-average shares outstanding-common stock, basic			31,832,105				30,965,800				31,744,988				30,817,853
Dilutive effect of:
Options to purchase common stock			—				726,798				—				757,023
Unvested shares of restricted stock units			—				35,224				—				41,141
Warrants to purchase common stock			—				8,896				—				9,633
Weighted-average shares outstanding-common stock, diluted			31,832,105				31,736,718				31,744,988				31,625,650
Net income per share- common stock:
Basic		$	(0.26	)		$	0.03			$	(0.27	)		$	0.03
Diluted		$	(0.26	)		$	0.03			$	(0.27	)		$	0.03

     The following is a summary of common stock equivalents for the securities outstanding during the respective periods that have been excluded from the earnings per share calculations as their impact was anti-dilutive.

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Stock options and restricted stock units			693,944				682,230				658,123				361,773
Common stock warrants			20,030				—				11,388				—

Recent Accounting Pronouncements

     In October 2009, the FASB issued ASU 2009-13, which amends the revenue guidance under the ASC Subtopic 605-25, “Multiple Element Arrangements”. This update addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how arrangement consideration shall be measured and allocated to the separate units of accounting in the arrangement. The Company adopted this guidance on January 1, 2011. The impact of adopting this new revenue recognition guidance in the first half of 2011 is that the Company recognized approximately $2.2 million in revenue and profit before tax that otherwise would have been recognized in future periods under the previous revenue recognition guidance.

     In October 2009, the FASB issued ASU 2009-14 “Certain Revenue Arrangements That Include Software Elements”. Under the ASU tangible products that contain both software and non-software components that work together to deliver a product’s

essential functionality are excluded from the scope of pre-existing software revenue recognition standards. The Company adopted this guidance on January 1, 2011. The Company does not currently sell tangible products, and accordingly, the adoption of this guidance did not have an impact on the Company’s consolidated financial statements.

     In December 2010, the FASB issued ASU 2010-28 which amends “Intangibles- Goodwill and Other” (Topic 350). The ASU modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting entities, they are required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. An entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance in Topic 350, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This new guidance became effective for comScore on January 1, 2011. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

     In December 2010, the FASB issued ASU 2010-29, which addresses diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations (Topic 805). This ASU specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This ASU also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro-forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This new guidance became effective for comScore on January 1, 2011. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

     In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220)—Presentation of Comprehensive Income, to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. ASU 2011-05 is effective for comScore in its first quarter of fiscal 2012 and should be applied retrospectively. The Company currently believes there will be no significant impact on its consolidated financial statements.

     In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820)—Fair Value Measurement, to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. ASU 2011-04 is effective for comScore in its fourth quarter of fiscal 2012 and should be applied prospectively. The Company is currently evaluating the impact of adopting ASU 2011-04, but currently believes there will be no significant impact on its consolidated financial statements.

3. Business Combinations

     During 2011, the Company finalized its purchase accounting for the acquisition of Nexius, Inc. An additional $0.7 million was recorded to Goodwill related to the final calculation of opening working capital and tax adjustments of Nexius, Inc. During the second quarter of 2011 the Company recorded an additional $0.1 million in goodwill associated with an adjustment to the fair value of acquired deferred revenue related to the acquisition of Nedstat B.V. The Company continues to evaluate the opening balance sheet for certain opening balance sheet liabilities and tax related items and may continue to adjust the preliminary purchase price allocation after obtaining more information about tax liabilities assumed for the acquisition of Nedstat B.V.

4. Investments and Fair Value Measurements

     As of June 30, 2011 and December 31, 2010, the Company had $2.6 million and $2.8 million, respectively, in investments consisting of four separate auction rate securities with a par value of $4.3 million. As of December 31, 2010, these investments were classified as long-term investments on the balance sheet. On July 6, 2011, the Company sold these securities for $2.6 million. Accordingly, as of June 30, 2011 the Company adjusted the carrying value of these investments to be equal to the proceeds to be received and classified these investments as short-term investments on the balance sheet.

Marketable securities, which are classified as available-for-sale, are summarized below (in thousands):

						Gross				Aggregate				Classification on Balance Sheet
		Amortized				Unrealized				Fair				Short-Term				Long-Term
		Cost				Gain				Value				Investments				Investments
As of June 30, 2011:
Auction rate securities (Level 3)		$	2,380			$	211			$	2,591			$	2,591			$	—
		$	2,380			$	211			$	2,591			$	2,591			$	—
						Gross				Aggregate				Classification on Balance Sheet
		Amortized				Unrealized				Fair				Short-Term				Long-Term
		Cost				Gain				Value				Investments				Investments
As of December 31, 2010:
Auction rate securities (Level 3)		$	2,380			$	439			$	2,819			$	—			$	2,819
		$	2,380			$	439			$	2,819			$	—			$	2,819

     There were no gross unrealized losses related to available-for-sale securities as of June 30, 2011 and December 31, 2010. The unrealized gains of $0.2 million as of June 30, 2011 will be recorded as realized gains upon the sale of the auction rate securities in the third quarter of 2011.

     The following table provides a reconciliation of the beginning and ending balances for the major classes of assets measured at fair value using significant unobservable inputs (Level 3) (in thousands):

		Long-term
		Investments
Balance on December 31, 2010		$	2,819
Unrealized losses included in other comprehensive income			(228	)
Balance on June 30, 2011		$	2,591

5. Goodwill and Intangible Assets

     The change in the carrying value of goodwill for the three months ended June 30, 2011 is as follows (in thousands):

Balance as of December 31, 2010		$	86,217
Nexius, Inc. net working capital and tax adjustments			704
Nedstat acquired deferred revenue adjustments			103
Translation adjustments			1,886
Balance as of June 30, 2011		$	88,910

     Certain of the Company’s goodwill and intangible assets are recorded in euros, British Pounds and the local currencies of its South American subsidiaries, and therefore, the gross carrying amount and accumulated amortization are subject to foreign currency translation adjustments.The carrying values of the Company’s finite-lived acquired intangible assets are as follows (in thousands):

		June 30, 2011												December 31, 2010
		Gross								Net				Gross								Net
		Carrying				Accumulated				Carrying				Carrying				Accumulated				Carrying
		Amount				Amortization				Amount				Amount				Amortization				Amount
Acquired methodologies/technology		$	10,795			$	(2,470	)		$	8,325			$	10,157			$	(1,633	)		$	8,524
Customer relationships			39,893				(5,643	)			34,250				38,471				(3,140	)			35,331
Panel			1,634				(720	)			914				1,615				(597	)			1,018
Intellectual property			2,569				(792	)			1,777				2,561				(662	)			1,899
Trade names			4,202				(1,595	)			2,607				4,069				(581	)			3,488
		$	59,093			$	(11,220	)		$	47,873			$	56,873			$	(6,613	)		$	50,260

     During the quarter ended June 30, 2011, the Company decided to cease using the ARS trade name effective December 31, 2011. Accordingly, the net book value of the ARS trade name of $1.2 million will be amortized over the nine months ending December 31, 2011.

     Amortization expense related to intangible assets was approximately $2.4 million and $4.4 million for the three and six months ended June 30, 2011, respectively, and $0.7 million and $1.2 million for the three and six months ended June 30, 2010, respectively.

The weighted average remaining amortization period by major asset class as of June 30, 2011, is as follows:

		(In years)
Acquired methodologies/technology			5.9
Customer relationships			7.9
Panel			3.9
Intellectual property			6.9
Trade names			1.8

The estimated future amortization of acquired intangible assets as of June 30, 2011 is as follows:

		(In thousands)
2011		$	4,849
2012			7,810
2013			7,156
2014			7,000
2015			6,011
Thereafter			15,047
		$	47,873

6. Long-term Debt and Other Financing Arrangements

Capital Leases

     In November 2010, the Company increased its lease financing arrangement with Banc of America Leasing & Capital, LLC to $15.0 million. This arrangement was established to allow the Company to lease new software, hardware and other computer equipment as it expands its technology infrastructure in support of its business growth. Future minimum payments under capital leases with initial terms of one year or more are as follows:

		(In
		thousands)
2011		$	2,880
2012			5,918
2013			4,612
2014			444
2015			5
Total minimum lease payments			13,859
Less amount representing interest			(767	)
Present value of net minimum lease payments			13,092
Less current portion			(5,423	)
Capital lease obligations, long-term		$	7,669

     During the six months ended June 30, 2011 and 2010, the Company acquired $2.8 million and $5.5 million, respectively, in computer equipment through the issuance of capital leases.

Secured Revolving Credit Facility

     On June 30, 2011, the Company entered into a secured credit and security agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) for a two-year, $50.0 million secured revolving credit facility (the “Revolving Credit Facility”). The agreement includes a maximum $7.0 million sublimit for a euro loan facility and a $10.0 million sublimit for the issuance of letters of credit. The maturity date of the Revolving Credit Facility is June 30, 2013. Borrowings under the Revolving Credit Facility shall be used towards working capital and other general corporate purposes as well as for the issuance of letters of credit. Loans made under the Revolving Credit Facility will bear interest at a fluctuating rate based on the London Interbank Offered Rate (“LIBOR”) plus an applicable margin, which will range from 1.75% to 2.75%, based on the company’s funded debt ratio.

     On June 30, 2011, the Company and each of the Company’s material, wholly-owned subsidiaries entered into a Security Agreement in favor of Bank of America (the “Security Agreement”). Pursuant to the Security Agreement, the obligations under the Revolving Credit Facility are secured by a security interest in substantially all of the Company’s assets.

     Under the terms of the Revolving Credit Facility, the Company is restricted from paying dividends and incurring certain indebtedness, among other restrictive covenants. The Company continues to be in full compliance with all covenants contained in the Revolving Credit Facility.

     As of August 4, 2011, no amounts are outstanding under the terms of the Company’s Revolving Credit Facility.

     The Company maintains letters of credit in lieu of security deposits with respect to certain office leases. During the three months ended June 30, 2011, one letter of credit was reduced by approximately $0.2 million. The reduction will be effective as of July 1, 2011. As of June 30, 2011, $3.1 million in letters of credit were outstanding, leaving $6.9 million available for additional letters of credit. These letters of credit may be reduced periodically provided the Company meets the conditional criteria of each related lease agreement.

7. Commitments and Contingencies

Leases

     In addition to equipment financed through capital leases, the Company is obligated under various noncancelable operating leases for office facilities and equipment. These leases generally provide for renewal options and rent escalation. Future minimum payments under non-cancellable lease agreements with initial terms of one year or more are as follows:

		(In
		thousands)
2011		$	3,367
2012			6,458
2013			5,601
2014			5,686
2015			5,767
Thereafter			16,632
Total minimum lease payments		$	43,511

     Total rent expense was $1.8 million and $3.3 million for the three and six months ended June 30, 2011, respectively, and $1.3 million and $2.6 million for the three and six months ended June 30, 2010, respectively.

Contingencies

     On March 16, 2011, the Company received notice that The Nielsen Company (US) LLC (“Nielsen”) filed a lawsuit against the Company in the United States District Court for the Eastern District of Virginia alleging, among other things, infringement of certain patent rights of Nielsen by the Company. Nielsen’s complaint seeks unspecified damages and injunctive relief. Based on an initial review of these claims against the Company, the Company believes that they are without merit. The Company continues to investigate the claims against the Company by Nielsen, as well as any defenses and additional potential counterclaims, and the Company intends to vigorously defend itself. It is not possible for the Company to estimate a potential range of loss at this time.

     On March 22, 2011, the Company filed a lawsuit against Nielsen and Netratings, LLC d/b/a Nielsen Online (“Netratings”) in the United States District Court for the Eastern District of Virginia alleging infringement of certain patent rights of the Company by Nielsen and Netratings. The Company’s complaint seeks unspecified damages and injunctive relief.

     From time to time, the Company is exposed to unasserted potential claims encountered in the normal course of business. Although the outcome of any legal proceeding cannot be predicted with certainty, management believes that the final resolution of these matters will not materially affect the Company’s consolidated financial position or results of operations.

8. Income Taxes

     The Company’s income tax provision for interim periods is calculated by applying its estimated annual effective tax rate on ordinary income before taxes to year-to-date ordinary book income before taxes . The income tax effects of any extraordinary, significant unusual or infrequent items not included in ordinary book income are determined separately and recognized in the period in which the items arise.

     During the three and six months ended June 30, 2011, the Company recorded an income tax provision of $2.0 million and an income tax benefit of $0.1 million, respectively, resulting in effective tax rates of 32.9% and 1.5%, respectively. During the three and six months ended June 30, 2010, the Company recorded an income tax provision of $1.0 million and $2.1 million, respectively, resulting in effective tax rates of 54.4% and 66.1%, respectively. These effective tax rates differ from the Federal statutory rate of 35% primarily due to the effects of valuation allowances associated with foreign losses, state income taxes, foreign income taxes, nondeductible expenses such as certain stock compensation and meals and entertainment, unrecognized tax benefits, and changes in statutory tax rates which took effect during the year. During the three and six months ended June 30, 2010, certain shares related to restricted stock awards vested at times when the Company’s stock price was substantially lower than the fair value of those shares at the time of grant. As a result, the income tax deduction related to such shares is less than the expense previously recognized for book purposes. Such shortfalls reduce additional paid-in capital to the extent windfall tax benefits have been previously recognized. However, as described below, the Company has not yet recognized windfall tax benefits because these tax benefits have not resulted in a reduction of current taxes payable. Therefore, the impact of these shortfalls totaling $0.1 million and $0.3 million has been included in income tax expense for the three and six months June 30, 2010, respectively. There was no comparative amount for the three and six months ended June 30, 2011.

     The exercise of certain stock options and the vesting of certain restricted stock awards during the three and six months ended June 30, 2011 and 2010, generated income tax deductions equal to the excess of the fair market value over the exercise price or grant date fair value, as applicable. The Company will not recognize a deferred tax asset with respect to the excess of tax over

book stock compensation deductions until the tax deductions actually reduce its current taxes payable. As such, the Company has not recorded a deferred tax asset in the accompanying consolidated financial statements related to the additional net operating losses generated from the windfall tax deductions associated with the exercise of these stock options and the vesting of restricted stock awards. If and when the Company utilizes these net operating losses to reduce income taxes payable, the tax benefit will be recorded as an increase in additional paid-in capital.

     As of June 30, 2011 and December 31, 2010, the Company had a valuation allowance related to the deferred tax asset for the value of the auction rate securities and the deferred tax assets of the foreign subsidiaries (primarily net operating loss carryforwards), that are in their start-up phases. Management will continue to evaluate the Company’s deferred tax position of its U.S. and foreign companies throughout 2011 to determine the appropriate level of valuation allowance required against its deferred tax assets.

     As of June 30, 2011 and December 31, 2010, the Company had unrecognized tax benefits of approximately $2.4 million. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of June 30, 2011 and December 31, 2010, the amount of accrued interest and penalties on unrecognized tax benefits was approximately $0.8 million.

     The Company or one of its subsidiaries files income tax returns in the U.S. Federal jurisdiction and various state and foreign jurisdictions. For income tax returns filed by the Company, the Company is no longer subject to U.S. Federal examinations by tax authorities for years before 2007 or state and local examinations by tax authorities for years before 2006 although tax attribute carryforwards generated prior to these years may still be adjusted upon examination by tax authorities.

9. Stockholders’ Equity

1999 Stock Option Plan and 2007 Equity Incentive Plan

     Prior to the effective date of the registration statement for the Company’s initial public offering (“IPO”) on June 26, 2007, eligible employees and non-employees were awarded options to purchase shares of the Company’s common stock, restricted stock or restricted stock units pursuant to the Company’s 1999 Stock Plan (the “1999 Plan”). Upon the effective date of the registration statement of the Company’s IPO, the Company ceased using the 1999 Plan for the issuance of new equity awards. Upon the closing of the Company’s IPO on July 2, 2007, the Company established its 2007 Equity Incentive Plan (the “2007 Plan” and together with the 1999 Plan, the “Plans”). The 1999 Plan will continue to govern the terms and conditions of outstanding awards granted thereunder, but no further shares are authorized for new awards under the 1999 Plan. As of June 30, 2011 and December 31, 2010, the Plans provided for the issuance of a maximum of approximately 7.2 million shares and 5.9 million shares, respectively, of common stock. In addition, the 2007 Plan provides for annual increases in the number of shares available for issuance thereunder on the first day of each fiscal year beginning with the 2008 fiscal year, equal to the lesser of: (i) 4% of the outstanding shares of the Company’s common stock on the last day of the immediately preceding fiscal year; (ii) 1,800,000 shares; or (iii) such other amount as the Company’s board of directors may determine. The vesting period of options granted under the Plans is determined by the Board of Directors, although the vesting has historically been generally ratable over a four-year period. Options generally expire 10 years from the date of the grant. Effective January 1, 2011, the shares available for grant increased 1,260,942 pursuant to the automatic share reserve increase provision under the Plan. Accordingly, as of June 30, 2011, 2,122,909 shares were available for future grant under the Plans.

     The Company estimates the fair value of stock option awards using the Black-Scholes option-pricing formula and a single option award approach. The Company then amortizes the fair value of awards expected to vest on a ratable straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. During the three and six months ended June 30, 2011, no stock options were granted.

     On March 15, 2011, the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors approved the 2011 Executive Compensation Bonus Policy (the “Policy”) authorizing annual performance-based stock bonus target and maximum levels for certain employees of the Company, including certain members of the Company’s senior management, for the 2011 fiscal year. Awards under the Policy will be settled in shares of the Company’s common stock. The amount of the award for each participant will be determined in the first quarter of 2012 based on a combination of qualitative and quantitative performance metrics applicable to each participant. Bonus awards will include two components: short-term and long-term. The award associated with the short-term performance bonus is expected to vest immediately on the grant date. With respect to the long-term performance bonus award, 25% of the award is expected to vest immediately on the grant date, with the remaining 75% vesting ratably over the next 3 years. Also on March 15, 2011, the Committee approved the payment of stock to certain members of the Company’s senior management in lieu of cash salary for the period from March 1, 2011 through December 31, 2011. The stock, to the extent earned, would be issued as soon as practicable following the end of the Company’s 2011 fiscal year and will fully vest at the time issued. The amount of stock to be issued will have a value at time of issuance equal to the amount of salary foregone by such employees from March 1, 2011 through December 31, 2011, based on the closing price of Company’s common stock as reported on the NASDAQ Global Market at the time of issuance. The amount of salary foregone by such employees for such period is expected to be approximately $0.8 million. Stock compensation expense for the three and six months ended June 30, 2011 included $0.7 million and $0.2 million, respectively, related to these estimated awards.

A summary of the Company’s equity Plans is presented below:

										Weighted
										Average
						Weighted-				Remaining				Aggregate
						Average				Contractual				Intrinsic
		Number of				Exercise				Term				Value
		Shares				Price				(in years)				(in thousands)
Options outstanding at December 31, 2010			1,713,165			$	11.68
Options granted			—				—
Options exercised			(81,141	)			3.34							$	1,927
Options forfeited			(82	)			9.29
Options expired			(562	)			9.90
Options outstanding at June 30, 2011			1,631,380			$	12.10				3.52			$	22,335
Options exercisable at June 30, 2011			588,335			$	1.27				2.93			$	14,314

     The intrinsic value of exercised stock options is calculated based on the difference between the exercise price and the quoted market price of the Company’s common stock as of the close of the exercise date. The aggregate intrinsic value for options outstanding and exercisable is calculated as the difference between the exercise price of the underlying stock option awards and the quoted market price of the Company’s common stock at June 30, 2011. As of June 30, 2011, total unrecognized compensation expense related to non-vested stock options granted prior to that date is estimated at $1.2 million, which the Company expects to recognize over a weighted-average period of approximately 0.66 years. Total unrecognized compensation expense is estimated and may be increased or decreased in future periods for subsequent grants or forfeitures.

     The Company’s nonvested stock awards are comprised of restricted stock and restricted stock units. The Company has a right of repurchase on such shares that lapse at a rate of twenty-five percent (25%) of the total shares awarded at each successive anniversary of the initial award date, provided that the employee continues to provide services to the Company. In the event that an employee terminates their employment with the Company, any shares that remain unvested and consequently subject to the right of repurchase shall be automatically reacquired by the Company at the original purchase price paid by the employee. During the three months ended June 30, 2011, 47,015 forfeited shares of restricted stock have been repurchased by the Company at no cost.

     A summary of the status for nonvested stock awards as of June 30, 2011 is presented as follows:

														Weighted
										Number				Average
						Restricted				of Shares				Grant-Date
		Restricted				Stock				Underlying				Fair
Nonvested Stock Awards		Stock				Units				Awards				Value
Nonvested at December 31, 2010			1,591,522				405,071				1,996,593			$	15.43
Granted			456,779				241,983				698,762				28.12
Vested			(555,047	)			(56,700	)			(611,747	)			15.30
Forfeited			(59,329	)			(10,240	)			(69,569	)			17.30
Nonvested at March 31, 2011			1,433,925				580,114				2,014,039			$	19.80

The aggregate intrinsic value for all non-vested shares of restricted common stock outstanding as of June 30, 2011 was $37.1 million.

     The Company granted nonvested stock awards at no cost to recipients during the three months ended June 30, 2011. As of June 30, 2011, total unrecognized compensation expense related to non-vested restricted stock and restricted stock units was $26.8 million, which the Company expects to recognize over a weighted-average period of approximately 1.25 years. Total unrecognized compensation expense may be increased or decreased in future periods for subsequent grants or forfeitures.

     Of the 74,722 shares of the Company’s restricted stock and restricted stock units vesting during the three months ended June 30, 2011, the Company repurchased 25,195 shares at an aggregate purchase price of approximately $0.7 million pursuant to the stockholder’s right under the Plans to elect to use common stock to satisfy tax withholding obligations.

Shares Reserved for Issuance

     At June 30, 2011, the Company had reserved for future issuance the following shares of common stock upon the exercise of options and warrants:

Common stock available for future issuances under the Plans			2,122,909
Common stock reserved for outstanding options and restricted stock units			2,211,494
Common stock reserved for outstanding warrants			24,375
			4,358,778

10. Geographic Information

     The Company attributes revenues to customers based on the location of the customer. The composition of the Company’s sales to unaffiliated customers between those in the United States and those in other locations for the three and six months ended June 30, 2011 and 2010 is set forth below:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
						(In thousands)
United States		$	43,400			$	35,418			$	83,907			$	65,276
Europe			8,203				2,748				15,443				5,526
Canada			2,496				1,731				4,615				3,790
Latin America			1,995				1,641				3,717				2,638
Middle East & Africa			1,080				—				1,576				—
Asia			921				424				1,788				871
Total Revenues		$	58,095			$	41,962			$	111,046			$	78,101

     The composition of the Company’s property and equipment between those in the United States and those in other countries as of the end of each period is set forth below:

		June 30,				December 31,
		2011				2010
		(In thousands)
United States		$	23,711			$	22,627
Europe			5,232				5,221
Canada			391				411
Latin America			374				378
Asia			38				—
Total		$	29,746			$	28,637

11. Subsequent Event

     On August 3, 2011, the Company entered into a definitive Merger Agreement (the “Merger Agreement”) with AdXpose, Inc. (“AdXpose”). The acquisition of AdXpose has been approved by both companies’ boards of directors and remains subject to customary closing conditions. Following closing, AdXpose will become a wholly-owned subsidiary of the Company. AdXpose provides advertisers and publishers with greater transparency and confidence in the quality, safety, and performance of their digital advertising campaigns by allowing them to verify and optimize billions of campaign data points captured in real-time. The consideration for the acquisition is payable in a combination of cash and the Company’s common stock, subject to certain closing adjustments as set forth in the Merger Agreement. Approximately $4.0 million of the total merger consideration will be placed into escrow on the closing date to secure indemnity obligations pursuant to the Merger Agreement.

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q . In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk factors” and elsewhere in this document. See also “Cautionary Note Concerning Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q .

Overview

     We provide a leading digital marketing intelligence platform that helps our customers make better-informed business decisions and implement more effective digital business strategies. Our products and solutions offer our customers deep insights into consumer behavior, including objective, detailed information regarding usage of their online properties and those of their competitors, coupled with information on consumer demographic characteristics, attitudes, lifestyles and offline behavior.

     Our digital marketing intelligence platform is comprised of proprietary databases and a computational infrastructure that measures, analyzes and reports on digital activity. The foundation of our platform is data collected from our comScore panel of approximately two million Internet users worldwide who have granted us explicit permission to confidentially measure their Internet usage patterns, online and certain offline buying behavior and other activities. By applying advanced statistical methodologies to our panel data, we project consumers’ online behavior for the total online population and a wide variety of user categories. This panel information is complemented by a Unified Digital Measurement solution to digital audience measurement. Unified Digital Measurement blends panel and server methodologies into a solution that provides a direct linkage and reconciliation between server and panel measurement.

     We deliver our digital marketing intelligence through our comScore Media Metrix product suite, our comScore Marketing Solutions products, our comScore mobile solutions and our comScore web analytics solutions. Media Metrix delivers digital media intelligence by providing an independent, third-party measurement of the size, behavior and characteristics of Web site and online advertising network audiences among home, work and university Internet users as well as insight into the effectiveness of online advertising. We typically deliver our Media Metrix products electronically in the form of weekly, monthly or quarterly reports. Customers can access current and historical Media Metrix data and analyze this data anytime online. Our Marketing Solutions products combine the proprietary information gathered from the comScore panel with the vertical industry expertise of comScore analysts to deliver digital marketing intelligence, including the measurement of online advertising effectiveness, customized for specific industries. Our M:Metrics products suite connects mobile consumer behavior, content merchandising, and device capabilities to provide comprehensive mobile market intelligence. Customers can access our M:Metrics data sets and reports anytime online. Our Marketing Solutions products are typically delivered on a monthly, quarterly or ad hoc basis through electronic reports and analyses. Our web analytics products and video measurement solutions help organizations optimize customer experience and maximize return on digital media investments by allowing marketers to collect, view and distribute information tailored to their specific business requirements. Our web analytics platform is designed to integrate data from multiple sources including web, mobile and social media interactions, as well as CRM, call center and back-office systems.

     Our company was founded in August 1999. By 2000, we had established a panel of Internet users and began delivering digital marketing intelligence products that measured online browsing and buying behavior to our first customers. We also introduced netScore, our initial syndicated Internet audience measurement product. We accelerated our introduction of new products in 2003 with the launch of Plan Metrix (formerly AiM 2.0), qSearch, and the Campaign R/F (Reach and Frequency) analysis system and product offerings that measure online activity at the local market level. By 2004, we had built a global panel of approximately two million Internet users. In that year, in cooperation with Arbitron, we launched a service that provides ratings of online radio audiences. In 2005, we expanded our presence in Europe by opening an office in London. In 2006, we continued to expand our measurement capabilities with the launch of World Metrix, a product that provides worldwide data on digital media usage, and Video Metrix, our product that measures the audience for streaming online video. In 2007, we completed our initial public offering and we also launched ten new products during that year, including Campaign Metrix, qSearch 2.0, Ad Metrix, Brand Metrix, Segment Metrix and comScore Marketer. During 2008, we launched Ad Metrix-Advertiser View, a tool for agencies and publishers designed to support their media buying and selling activities and supply their competitive intelligence needs, Plan Metrix, the second generation of our media planning product, and Extended Web Measurement, which allows the tracking of distributed web content across third-party sites, such as video, music, gaming applications, widgets and social media. Beginning in Summer 2009, the panel information has been complemented by comScore Media Metrix 360, a “Unified Digital Measurement” solution to digital audience measurement that blends panel and server methodologies into an approach that provides a direct linkage and reconciliation between server and panel measurement.

     We have complemented our internal development initiatives with select acquisitions. On June 6, 2002, we acquired certain Media Metrix assets from Jupiter Media Metrix, Inc. Through this acquisition, we acquired certain Internet audience measurement services that report details of Web site usage and visitor demographics. On July 28, 2004, we acquired the outstanding stock of Denaro and Associates, Inc, otherwise known as Q2 Brand Intelligence, Inc., or Q2, to improve our ability to provide our customers more robust survey research integrated with our underlying digital marketing intelligence platform. On

January 4, 2005, we acquired the assets and assumed certain liabilities of SurveySite Inc., or SurveySite. Through this acquisition, we acquired proprietary Internet-based data-collection technologies and increased our customer penetration and revenues in the survey business. On May 28, 2008, we acquired the outstanding stock of M:Metrics, Inc. to expand our abilities to provide our customers a more robust solution for the mobile medium. In the middle of November 2009, we acquired Certifica, Inc., a leader in web measurement in Latin America, as part of our global expansion. Certifica maintains offices and sales resources in six Latin American countries, which we hope will provide a platform to enhance our business in that region. On February 10, 2010, we acquired the outstanding stock of ARSgroup, Inc. to expand our ability to provide our clients with actionable information to improve their creative and strategic messaging targeted against specific audiences. On July 1, 2010, we acquired the outstanding stock of Nexius, Inc., or Nexius. Nexius is a provider of products to the large mobile networks that deliver network analysis focused on the experience of wireless subscribers, as well as network intelligence with respect to performance, capacity and configuration analytics. On August 31, 2010, we acquired the outstanding stock of Nedstat B.V., or Nedstat, a provider of web analytics and innovative video measurement solutions based out of Amsterdam, Netherlands. On August 3, 2011, we entered into a definitive merger agreement to acquire all of the outstanding equity of AdXpose, Inc., or AdXpose, a provider of digital advertising analytics solutions based out of Seattle, Washington.

Our total revenues have grown to $175.0 million during the fiscal year ended December 31, 2010 and $111.0 million during the first half of 2011 from $87.2 million during the fiscal year ended December 31, 2007. By comparison, our total expenses from operations have grown to $176.5 million during the fiscal year ended December 31, 2010 and $119.8 million during the first half of 2011 from $76.5 million during the fiscal year ended December 31, 2007. We attribute the growth in our revenues primarily to:

	•		increased sales to existing customers, as a result of our efforts to deepen our relationships with these clients by increasing their awareness of, and confidence in, the value of our digital marketing intelligence platform;
	•		growth in our customer base through the addition of new customers and from acquired businesses;
	•		the sales of new products to existing and new customers; and
	•		growth in sales outside of the U.S. as a result of entering into new international markets.

     As of June 30, 2011, we had 1,860 customers, compared to 895 as of December 31, 2007. We sell most of our products through our direct sales force.

     As a result of the economic events over the last several years, such as, the global financial crisis in the credit markets, softness in the housing markets, difficulties in the financial services sector and political uncertainty in the Middle East, the direction and relative strength of the U.S. and global economies have become somewhat uncertain. During 2010, we experienced a limited number of our current and potential customers ceasing, delaying or reducing renewals of existing subscriptions and purchases of new or additional services and products presumably due to the economic downturn. Further, certain of our existing customers exited the market due to industry consolidation and bankruptcy in connection with these challenging economic conditions. During the first half of 2011, the U.S. and other economies showed signs of recovery and we continued to add net new customers. In addition, our existing customers renewed their subscriptions at a rate of over 90% based on dollars renewed during the first half of 2011. However, if economic recovery slows or adverse economic conditions continue or further deteriorate, our operating results could be adversely affected.

Our Revenues

     We derive our revenues primarily from the fees that we charge for subscription-based products and customized projects. We define subscription-based revenues as revenues that we generate from products that we deliver to a customer on a recurring basis. We define project revenues as revenues that we generate from customized projects that are performed for a specific customer on a non-recurring basis. We market our subscription-based products, customized projects and survey services within the comScore Media Metrix product suite, comScore Marketing Solutions, comScore mobile solutions and comScore web analytics solutions.

     A significant characteristic of our business model is our large percentage of subscription-based contracts. Subscription-based revenues accounted for 85% of total revenues in the six months ended June 30, 2011 and the full year 2010. Many of our customers who initially purchased a customized project have subsequently purchased one of our subscription-based products. Similarly, many of our subscription-based customers have subsequently purchased additional customized projects.

     Historically, we have generated most of our revenues from the sale and delivery of our products to companies and organizations located within the United States. We intend to expand our international revenues by selling our products and deploying our direct sales force model in additional international markets in the future. For the year ended December 31, 2010, our international revenues were $32.7 million, an increase of $13.0 million, or 66%, compared to 2009. For the six months ended June 30, 2011, our international revenues were $27.1 million, an increase of $14.3 million, or 112% over international revenues of $12.8 million for the six months ended June 30, 2010. International revenues comprised approximately 24%, 19% and 15% of our total revenues for the six months ended June 30, 2011 and fiscal years ended December 31, 2010, 2009, respectively.

     We anticipate that revenues from our U.S. customers will continue to constitute the substantial majority of our revenues, but we expect that revenues from customers outside of the U.S. will increase as a percentage of total revenues as we build greater international recognition of our brand and expand our sales operations globally.

Subscription Revenues

     We generate a significant proportion of our subscription-based revenues from our Media Metrix product suite. Products within the Media Metrix suite include Media Metrix 360, Media Metrix, Plan Metrix, World Metrix, Video Metrix and Ad Metrix. These product offerings provide subscribers with intelligence on digital media usage, audience characteristics, audience demographics and online and offline purchasing behavior. Customers who subscribe to our Media Metrix products are provided with login IDs to our web site, have access to our database and can generate reports at anytime.

     We also generate subscription-based revenues from certain reports and analyses provided through comScore Marketing Solutions, if that work is procured by customers for at least a nine-month period and the customer enters into an agreement to continue or extend the work. Through our Marketing Solutions products, we deliver digital marketing intelligence relating to specific industries, such as automotive, consumer packaged goods, entertainment, financial services, media, pharmaceutical, retail, technology, telecommunications and travel. This marketing intelligence leverages our global consumer panel and extensive database to deliver information unique to a particular customer’s needs on a recurring schedule, as well as on a continual-access basis. Our Marketing Solutions customer agreements typically include a fixed fee with an initial term of at least one year. We also provide these products on a non-subscription basis as described under “Project Revenues” below.

     In addition, we generate subscription-based revenues from survey products that we sell to our customers. In conducting our surveys, we generally use our global Internet user panel. After questionnaires are distributed to the panel members and completed, we compile their responses and then deliver our findings to the customer, who also has ongoing access to the survey response data as they are compiled and updated over time. These data include responses and information collected from the actual survey questionnaires and can also include behavioral information that we passively collect from our panelists. If a customer contractually commits to having a survey conducted on a recurring basis, we classify the revenues generated from such survey products as subscription-based revenues. Our contracts for survey services typically include a fixed fee with terms that range from two months to one year.

     On July 1, 2010, we completed our acquisition of Nexius, resulting in additional revenue sources, including software licenses, professional services (including software customization, implementation, training and consulting services), and maintenance and technical support contracts. Our arrangements generally contain multiple elements, consisting of the various service offerings. We recognize software license arrangements that include significant modification and customization of the software in accordance with FASB Accounting Standards Codification (“ASC”) 985-605, Software Recognition, and ASC 605-35, Revenue Recognition-Construction-Type and Certain Production-Type Contracts, typically using the completed-contract method. Prior to March 31, 2011, we had not established VSOE of fair value for the multiple deliverables and therefore accounted for all elements in these arrangements as a single unit of accounting, recognizing the entire arrangement fee as revenue on a straight line basis over the service period of the last delivered element. During the period of performance, billings and costs (to the extent they are recoverable) are accumulated on the balance sheet, but no profit or income is recorded before user acceptance of the software license. To the extent estimated costs are expected to exceed revenue, we accrue for costs immediately. During the quarter ended June 30, 2011 we established VSOE of fair value for post contract support (“PCS”) services for certain Nexius customers. The establishment of VSOE of fair value followed an alignment of our pricing practices for these services. As a result of establishing VSOE, for the three months ended June 30, 2011, we recorded revenue and related costs of revenue of $1.2 million and $0.6 million, respectively, of which $0.9 million and $0.3 million, respectively, had been previously deferred. On August 31, 2010, we completed our acquisition of Nedstat, resulting in additional revenue sources, including software subscriptions, server calls, and professional services (including training and consulting). Our arrangements generally contain multiple elements, consisting of the various service offerings.

Project Revenues

     We generate project revenues by providing customized information reports to our customers on a nonrecurring basis through comScore Marketing Solutions. For example, a customer in the media industry might request a custom report that profiles the behavior of the customer’s active online users and contrasts their market share and loyalty with similar metrics for a competitor’s online user base. If this customer continues to request the report beyond an initial project term of at least nine months and enters into an agreement to purchase the report on a recurring basis, we begin to classify these future revenues as subscription-based.

Critical Accounting Policies and Estimates

     Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements and the accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. While our significant accounting policies are described in more detail in the notes to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended

December 31, 2010, we believe the following accounting policies to be the most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

     We recognize revenues when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the services have been rendered, (iii) the fee is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured.

     We generate revenues by providing access to our online database or delivering information obtained from our database, usually in the form of periodic reports. Revenues are typically recognized on a straight-line basis over the period in which access to data or reports is provided, which generally ranges from three to 24 months.

     We also generate revenues through survey services under contracts ranging in term from two months to one year. Our survey services consist of survey and questionnaire design with subsequent data collection, analysis and reporting. We recognize revenues on a straight-line basis over the estimated data collection period once the survey questionnaire design has been delivered. Any change in the estimated data collection period results in an adjustment to revenues recognized in future periods.

     Certain of the our arrangements contain multiple elements, consisting of the various services we offer. Multiple element arrangements typically consist of either subscriptions to multiple online product solutions or a subscription to our online database combined with customized services. Historically, we had determined there was not objective and reliable evidence of fair value for any of our services and, therefore, accounted for all elements in multiple element arrangements as a single unit of accounting. Access to data under the subscription element is generally provided shortly after the execution of the contract. However, the initial delivery of customized services generally occurs subsequent to the commencement of the subscription element. For these historical arrangements, we recognize the entire arrangement fee over the performance period of the last deliverable. As a result, the total arrangement fee is recognized on a straight-line basis over the period beginning with the commencement of the last element delivered.

     Effective January 1, 2011, the Company adopted the provisions of the Financial Accounting Standards Board Accounting Standards Update (“ASU”) 2009-13, Multiple Deliverable Revenue Arrangements , which requires us to allocate arrangement consideration at the inception of an arrangement to all deliverables, if they represent a separate unit of accounting, based on their relative selling prices. In addition, this guidance eliminated the use of the residual method for allocating arrangement consideration. This guidance is applicable to us for all arrangements entered into subsequent to December 31, 2010 and for any existing arrangements that are materially modified after December 31, 2010.

     For these types of arrangements, the guidance establishes a hierarchy to determine the selling price to be used for allocating arrangement consideration to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) if VSOE is not available, or (iii) an estimated selling price (“ESP”) if neither VSOE nor TPE are available. VSOE generally exists only when we sell the deliverables separately and is the price actually charged by us for that deliverable on a stand-alone basis. ESP reflects our estimate of what the selling price of a deliverable would be if it was sold regularly on a stand-alone basis.

     We have concluded we do not have VSOE for these types of arrangements, and TPE is generally not available because our service offerings are highly differentiated and we are unable to obtain reliable information on the products and pricing practices of our competitors. As such, ESP is used to allocate the total arrangement consideration at the arrangement inception based on each element’s relative selling price.

     Our process for determining ESP involves management’s judgments based on multiple factors that may vary depending upon the unique facts and circumstances related to each product suite and deliverable. We determine ESP by considering several external and internal factors including, but not limited to, current pricing practices, pricing concentrations (such as industry, channel, customer class or geography), internal costs and market penetration of a product or service. The total arrangement consideration is allocated to each of the elements based on the relative selling price. If the ESP is determined as a range of selling prices, the mid-point of the range is used in the relative-selling-price method. Once the total arrangement consideration has been allocated to each deliverable based on the relative allocation of the arrangement fee, we commence revenue recognition for each deliverable on a stand-alone basis as the data or service is delivered.

     The impact of adopting this new revenue recognition guidance in the first half of 2011 is that we recognized approximately $2.2 million in revenue and profit before tax that otherwise would have been recognized in future periods under the previous revenue recognition guidance. Based on the amounts involved, the timing of when this revenue would have been recognized under the previous revenue recognition rules, and the current backlog of arrangements, we believe the adoption of this accounting guidance will not have a material impact on our financial statements for the year ended December 31, 2011. ESP will be analyzed on an annual basis or more frequently if management deems it likely that changes in the estimated selling prices have occurred.

     In the future, as our pricing strategies and market conditions change, modifications may occur to the determination of ESP to reflect these changes. As a result, the future revenue recognized for these arrangements could differ from the results in the current period.

     Generally, our contracts are non-refundable and non-cancelable. In the event a portion of a contract is refundable, revenue recognition is delayed until the refund provisions lapse. A limited number of customers have the right to cancel their contracts by providing us with written notice of cancellation. In the event that a customer cancels its contract, it is not entitled to a refund for prior services, and it will be charged for costs incurred plus services performed up to the cancellation date.

     In connection with our acquisition of Nexius, Inc., we acquired additional revenue sources, including software licenses, professional services (including software customization, implementation, training and consulting services), and maintenance and technical support contracts. Our arrangements generally contain multiple elements, consisting of the various service offerings. We recognize software license arrangements that include significant modification and customization of the software in accordance with ASC 985-605, Software Recognition, and ASC 605-35, Revenue Recognition-Construction-Type and Certain Production-Type Contracts, typically using the completed-contract method. Prior to March 31, 2011, the Company had not established VSOE of fair value for the multiple deliverables and therefore accounted for all elements in these arrangements as a single unit of accounting, recognizing the entire arrangement fee as revenue on a straight line basis over the service period of the last delivered element. During the period of performance, billings and costs (to the extent they are recoverable) are accumulated on the balance sheet, but no profit or income is recorded before user acceptance of the software license. To the extent estimated costs are expected to exceed revenue, the Company accrues for costs immediately. During the quarter ended June 30, 2011 the Company established VSOE of fair value for post contract support (“PCS”) services for certain Nexius customers. The establishment of VSOE of fair value followed an alignment of the Company’s pricing practices for these services. As a result of establishing VSOE, the Company, for the three months ended June 30, 2011, recorded revenue and related costs of revenue of $1.2 million and $0.6 million, respectively, of which $0.9 million and $0.3 million, respectively, had been previously deferred.

Business Combinations

     We recognize all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price (i.e., working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required. Acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life.

Goodwill and Intangible Assets

     We record goodwill and intangible assets when we acquire other businesses. The allocation of the purchase price to intangible assets and goodwill involves the extensive use of management’s estimates and assumptions, and the result of the allocation process can have a significant impact on future operating results. The allocation of the purchase price to intangible assets is done at fair value. The Company estimates the fair value of identifiable intangible assets acquired using various valuation methods, including the excess earnings and relief from royalty methods.

     Intangible assets with finite lives are amortized over their useful lives while goodwill and indefinite lived assets are not amortized, but rather are periodically tested for impairment. An impairment review generally requires developing assumptions and projections regarding our operating performance. We have determined that all of our goodwill is associated with one reporting unit as we do not operate separate lines of business with respect to our services. Accordingly, on an annual basis we perform the impairment assessment for goodwill at the enterprise level by comparing the fair value of our reporting unit to its carrying value including goodwill recorded by the reporting unit. If the carrying value exceeds the fair value, impairment is measured by comparing the implied fair value of the goodwill to its carrying value and any impairment determined is recorded in the current period. If our estimates or the related assumptions change in the future, we may be required to record impairment charges to reduce the carrying value of these assets, which could be material. There were no impairment charges recognized during the three and six months ended June 30, 2011 and 2010.

Long-lived assets

     Our long-lived assets primarily consist of property and equipment and intangible assets. We evaluate the recoverability of our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. If an indication of impairment is present, we compare the estimated undiscounted future cash flows to be generated by the asset to its carrying amount.

     Recoverability measurement and estimation of undiscounted cash flows are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the undiscounted future cash flows are less than the carrying amount of the asset, we record an impairment loss equal to the excess of the asset’s carrying amount over its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis. Although we believe that the carrying values of our long-lived assets are appropriately stated, changes in strategy or market conditions or significant technological developments could significantly impact these

judgments and require adjustments to recorded asset balances. There were no impairment charges recognized during the three and six months ended June 30, 2011 and 2010.

Allowance for Doubtful Accounts

     We manage credit risk on accounts receivable by performing credit evaluations for existing customers coming up for renewal as well as for all prospective new customers, by reviewing our accounts and contracts and by providing appropriate allowances for uncollectible amounts. Allowances are based on management’s judgment, which considers historical experience and specific knowledge of accounts that may not be collectible. We make provisions based on our historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions. If the financial condition of a customer deteriorates, resulting in an impairment of its ability to make payments, additional allowances may be required.

Income Taxes

     We account for income taxes using the asset and liability method. We estimate our tax liability through calculations we perform for the determination of our current tax liability, together with assessing temporary differences resulting from the different treatment of items for income tax and financial reporting purposes. These differences result in deferred tax assets and liabilities, which are recorded on our balance sheet. We then assess the likelihood that deferred tax assets will be recovered in future periods. In assessing the need for a valuation allowance against the deferred tax assets, we consider factors such as future reversals of existing taxable temporary differences, taxable income in prior carryback years, if carryback is permitted under the tax law, tax planning strategies and future taxable income exclusive of reversing temporary differences and carryforwards. In evaluating projections of future taxable income, we consider our history of profitability, the competitive environment, the overall outlook for the online marketing industry and general economic conditions. In addition, we consider the timeframe over which it would take to utilize the deferred tax assets prior to their expiration. To the extent we cannot conclude that it is more-likely-than-not that the benefit of such assets will be realized, we establish a valuation allowance to adjust the carrying value of such assets.

     As of June 30, 2011, we estimate our federal and state net operating loss carryforwards for tax purposes are approximately $35.5 million and $26.3 million, respectively. These net operating loss carryforwards will begin to expire in 2022 for federal and in 2016 for state income tax reporting purposes. As of June 30, 2011, we estimate our aggregate net operating loss carryforward for tax purposes related to our foreign subsidiaries is $32.6 million, which begins to expire in 2011. In addition, as of June 30, 2011, we had alternative minimum tax credit carryforwards of $1.5 million, which can be carried forward indefinitely and research and development credit carryforwards of approximately $0.7 million, which begin to expire in 2025.

     As of June 30, 2011 and December 31, 2010, we had a valuation allowance related to the deferred tax asset for the value of the auction rate securities and the deferred tax assets of the foreign subsidiaries (primarily net operating loss carryforwards), that are in their start-up phases. Management will continue to evaluate the deferred tax position of our U.S. and foreign companies throughout 2011 to determine the appropriate level of valuation allowance required against our deferred tax assets.

     The exercise of certain stock options and the vesting of certain restricted stock awards during the six months ended June 30, 2011 and 2010 generated income tax deductions equal to the excess of the fair market value over the exercise price or grant date fair value, as applicable. We will not recognize a deferred tax asset with respect to the excess of tax over book stock compensation deductions until the tax deductions actually reduce our current taxes payable. As such, we have not recorded a deferred tax asset in the accompanying financial statements related to the additional net operating losses generated from the windfall tax deductions associated with the exercise of these stock options and the vesting of the restricted stock awards. If and when we utilize these net operating losses to reduce income taxes payable, the tax benefit will be recorded as an increase in additional paid-in capital.

     During the three and six months ended June 30, 2010, certain shares related to restricted stock awards vested at times when our stock price was substantially lower than the fair value of those shares at the time of grant. As a result, the income tax deduction related to such shares is less than the expense previously recognized for book purposes. Such shortfalls reduce additional paid-in capital to the extent windfall tax benefits have been previously recognized. However, as described above, we have not yet recognized windfall tax benefits because these tax benefits have not resulted in a reduction of current taxes payable. Therefore, the impact of these shortfalls totaling $0.1 million and $0.3 million has been included in income tax expense for the three and six months ended June 30, 2010. There is no comparative amount for the three and six months ended June 30, 2011. Looking forward, we expect our income tax provisions for future reporting periods will be impacted by this stock compensation tax deduction shortfall. We cannot predict the stock compensation shortfall impact because of dependency upon future market price performance of our stock.

     For uncertain tax positions, we use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. As of June 30, 2011 and December 31, 2010, we had unrecognized tax benefits of $2.4 million, on a tax-effected basis. It is our policy to recognize interest and penalties related to income tax matters in income tax expense. As of June 30, 2011 and December 31, 2010, the amount of accrued interest and penalties on unrecognized tax benefits was $0.8 million. We or one of our subsidiaries files income tax returns in the U.S. Federal jurisdiction and various states and foreign

jurisdictions. For income tax returns filed by us, we are no longer subject to U.S. Federal examinations by tax authorities for years before 2007 or state and local tax examinations by tax authorities for years before 2006, although tax attribute carryforwards generated prior to these years may still be adjusted upon examination by tax authorities.

Stock-Based Compensation

     We estimate the fair value of share-based awards on the date of grant. The fair value of service-based stock options is determined using the Black-Scholes option-pricing model. The fair value of market-based stock options and restricted stock units is determined using a Monte Carlo simulation embedded in a lattice model. The fair value of restricted stock awards is based on the closing price of our common stock on the date of grant. The determination of the fair value of stock option awards and restricted stock awards is based on a variety of factors including, but not limited to, our common stock price, expected stock price volatility over the expected life of awards, and actual and projected exercise behavior. Additionally we estimate forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectations. The forfeiture estimate is revised as necessary if actual forfeitures differ from these estimates.

     We issue restricted stock awards whose restrictions lapse upon either the passage of time (service vesting), achieving performance targets, or some combination of these restrictions. For those restricted stock awards with only service conditions, we recognize compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, we start recognizing compensation cost over the remaining service period when it is probable the performance condition will be met. Stock awards that contain performance or market vesting conditions, are excluded from diluted earnings per share computations until the contingency is met as of the end of that reporting period.

     At June 30, 2011, total estimated unrecognized compensation expense related to unvested stock-based awards granted prior to that date was $28.0 million, which is expected to be recognized over a weighted-average period of 1.22 years.

     The actual amount of stock-based compensation expense we record in any fiscal period will depend on a number of factors, including the number of shares subject to restricted stock and/or stock options issued, the fair value of our common stock at the time of issuance and the expected volatility of our stock price over time. In addition, changes to our incentive compensation plan that heavily favor stock-based compensation are expected to cause stock-based compensation expense to increase in absolute dollars. If factors change and we employ different assumptions in future periods, the compensation expense we record may differ significantly from what we have previously recorded.

Seasonality

     Historically, a slightly higher percentage of our customers have renewed their subscription products with us during the fourth quarter.

Results of Operations

The following table sets forth selected consolidated statements of operations data as a percentage of total revenues for each of the periods indicated:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2011				2010				2011				2010
Revenues			100	%			100	%			100	%			100	%
Cost of revenues			33.2				29.5				32.8				29.1
Selling and marketing			33.9				30.7				34.1				32.8
Research and development			15.2				14.5				15.1				14.3
General and administrative			24.1				19.5				21.9				18.4
Amortization			4.2				1.6				4.0				1.5
Total expenses from operations			110.6				95.8				107.9				96.1
(Loss) income from operations			(10.6	)			4.2				(7.9	)			3.9
Interest and other (expense) income, net			(0.2	)			0.1				(0.2	)			0.2
Gain (loss) from foreign currency			0.2				—				0.2				(0.2	)
(Loss) income before income taxes			(10.6	)			4.3				(7.9	)			3.9
Income tax benefit (provision)			(3.5	)			(2.4	)			0.1				(2.6	)
Net (loss) income			(14.1)	%			1.9	%			(7.8	)%			1.3	%

Three and Six Month period ended June 30, 2011 compared to the Three and Six Month Period ended June 30, 2010

Revenues

		Three Months Ended June 30,								Change								Six Months Ended June 30,								Change
		2011				2010				$				%				2011				2010				$				%
														(In thousands)
Total Revenues		$	58,095			$	41,962			$	16,133				38.4	%		$	111,046			$	78,101			$	32,945				42.2	%

     Total revenues increased by approximately $16.1 million, or approximately 38%, during the three months ended June 30, 2011 as compared to the three months ended June 30, 2010. We attribute the revenue growth to a combination of increased sales to our existing customer base and continued growth of our customer base during the period. Revenue from existing customers increased $11.0 million from $38.1 million for the three months ended June 30, 2010 to $49.1 million for the three months ended June 30, 2011, while revenues from new customers increased $5.1 million from $3.9 million for the three months ended June 30, 2010 to $9.0 million for the three months ended June 30, 2011.

     We experienced continued revenue growth in subscription revenues, which increased by approximately $13.0 million during the three months ended June 30, 2011, from $36.5 million in the prior year period. In addition, our project-based revenues increased by approximately $3.1 million during the three months ended June 30, 2011, from $5.5 million in the prior year period.

     Revenues from U.S customers increased to $43.4 million for the three months ended June 30, 2011, or approximately 75% of total revenues, while revenues from customers outside of the U.S. increased to $14.7 million for the three months ended June 30, 2011, or approximately 25% of total revenues. A substantial portion of this increase in the proportion of our international revenues is attributable to our international acquisitions in the second half of 2010. However, this growth was further supplemented by our organic growth efforts in international markets. These combined activities resulted in increased international revenues of $8.2 million, comprised of increases of $5.5 million in Europe, $0.4 million in Latin America, $1.1 million in the Middle East & Africa, $0.5 million in Asia, and $0.7 million in Canada during the three months ended June 30, 2011 as compared to the prior year period.

     Included in total revenues for the three months ended June 30, 2011 was approximately $7.8 million related to businesses that were acquired subsequent to June 30, 2010.

     Total revenues increased by approximately $32.9 million, or approximately 42%, during the six months ended June 30, 2011 as compared to the six months ended June 30, 2010. The revenue growth was due to a combination of increased sales to our existing customer base and continued growth of our customer base. Revenue from existing customers increased $23.7 million from $70.4 million for the six months ended June 30, 2010 to $94.1 million for the six months ended June 30, 2011, while revenues from new customers increased $9.2 million from $7.7 million for the six months ended June 30, 2010 to $16.9 million for the six months ended June 30, 2011.

     We experienced continued revenue growth in subscription revenues, which increased by approximately $26.9 million during the six months ended June 30, 2011, from $67.4 million in the prior year period. In addition, our project-based revenues increased by approximately $6.0 million during the six months ended June 30, 2011, from $10.7 million in the prior year period.

     Revenues from U.S customers increased to $83.9 million for the six months ended June 30, 2011, or approximately 76% of total revenues, while revenues from customers outside of the U.S. increased to $27.1 million for the six months ended June 30, 2011, or approximately 24% of total revenues. A substantial portion of this increase is attributable to our international acquisitions in the second half of 2010. However, this growth was further supplemented by organic growth efforts in international markets. These combined activities resulted in increased international revenues of $14.3 million, comprised of increases of $9.9 million in Europe, $1.1 million in Latin America, $1.6 million in the Middle East & Africa, $0.9 million in Asia, and $0.8 million in Canada during the six months ended June 30, 2011 as compared to the prior year period.

     Included in total revenues for the six months ended June 30, 2011 was approximately $13.7 million related to businesses that were acquired subsequent to June 30, 2010. Our total customer base grew through both organic growth and through acquisitions by a net increase of 439 customers to 1,860 customers as of June 30, 2011 from 1,421 as of June 30, 2010.

Operating Expenses

     The majority of our operating expenses consist of employee salaries and related benefits, stock compensation expense, rent and other facility related costs and depreciation expense, and amortization of acquired intangible assets.

     Our total operating expenses increased by approximately $24.1 million, or approximately 60%, during the three months ended June 30, 2011 as compared to the three months ended June 30, 2010. This increase is primarily attributable to increased expenditures for employee salaries, benefits and related costs of $7.2 million and increased stock-based compensation of $2.0 million associated with our increased headcount, increased professional fees of $4.5 million, of which $5.2 million is associated with litigation, offset by reductions of $0.7 million in other professional fees, increased use of third party providers for customer service and support related to our data collection efforts of $2.2 million due to increased revenue and expansion, increased rent and other facility related costs and depreciation expense allocations of $2.0 million, increases in amortization

expense of $1.8 million related to the acquired intangible assets as part of the Nexius and Nedstat acquisitions and increases in sales commissions of $1.1 million due to our increases in revenue. All of the above costs have been allocated to the various components of our operating expenses, as further described in the following sections. Also included in our operating expenses for the three months ended June 30, 2011 was approximately $9.1 million related to the acquired businesses that were acquired subsequent to June 30, 2010, which accounts for approximately 38% of the overall increase in operating expenses (excluding amortization of intangible assets).

     Our total operating expenses increased by approximately $44.8 million, or approximately 60%, during the six months ended June 30, 2011 as compared to the six months ended June 30, 2010. This increase is primarily attributable to increased expenditures for employee salaries, benefits and related costs of $16.1 million and increased stock-based compensation of $4.9 million associated with our increased headcount, increased professional fees of $5.6 million primarily associated with litigation, increased use of third party providers for customer service and support related to our data collection efforts of $4.0 million due to increased revenue and expansion, increased rent and other facility related costs and depreciation expense allocations of $3.9 million, increases in amortization expense of $3.3 million related to the acquired intangible assets as part of the Nexius and Nedstat acquisitions and increases in sales commissions of $1.6 million due to our increases in revenue. All of the above costs have been allocated to the various components of our operating expenses, as further described in the following sections.

     Also included in our operating expenses for the six months ended June 30, 2011 was approximately $16.9 million related to the acquired businesses that were acquired subsequent to June 30, 2010, which accounts for approximately 38% of the overall increase in operating expenses (excluding amortization of intangible assets).

Cost of Revenues

		Three Months Ended																Six Months Ended
		June 30,								Change								June 30,								Change
		2011				2010				$				%				2011				2010				$				%
														(In thousands)
Total cost of revenues		$	19,302			$	12,374			$	6,928				56.0	%		$	36,440			$	22,733			$	13,707				60.3	%
As a percentage of revenues			33.2	%			29.5	%											32.8	%			29.1	%

     Cost of revenues consists primarily of expenses related to operating our network infrastructure, producing our products, and the recruitment, maintenance and support of our consumer panels. Expenses associated with these areas include the salaries, stock-based compensation, and related personnel expenses of network operations, survey operations, custom analytics and technical support, all of which are expensed as they are incurred. Cost of revenues also includes data collection costs for our products, operational costs associated with our data centers, including depreciation expense associated with computer equipment that supports our panel and systems, and allocated overhead, which is comprised of rent and other facilities related costs, and depreciation expense generated by general purpose equipment and software.

     Cost of revenues increased by approximately $6.9 million during the three months ended June 30, 2011 compared to the three months ended June 30, 2010. This increase was attributable to increased use of third party providers for customer service and support related to our data collection efforts of $2.2 million due to increased revenue and expansion, increased expenditures for employee salaries, benefits and related costs of $2.1 million associated with our increased headcount, increased rent and other facility related costs and depreciation expense allocations of $1.2 million, and increased data center and bandwidth costs of $0.8 million related to the increased number of Web sites using our Unified Digital Measurement solution, increased stock-based compensation of $0.4 million and increased hardware and software costs of $0.3 million. These costs were partially offset by reductions in panel recruitment, incentives and related costs of $0.5 million. Included within total cost of revenues for the three months ended June 30, 2011 was approximately $3.7 million directly related to the businesses that were acquired subsequent to June 30, 2010. Cost of revenues increased as a percentage of revenues during the three months ended June 30, 2011 as compared to the same period in 2010 reflecting our increased expenses for additional employees and infrastructure in anticipation of increased growth.

     Cost of revenues increased by approximately $13.7 million during the six months ended June 30, 2011 compared to the six months ended June 30, 2010. This increase was attributable to increased expenditures for employee salaries, benefits and related costs of $4.9 million associated with our increased headcount, increased use of third party providers for customer service and support related to our data collection efforts of $3.8 million due to increased revenue and expansion, increased rent and other facility related costs and depreciation expense allocations of $2.5 million, and increased data center and bandwidth costs of $1.2 million related to the increased number of Web sites using our Unified Digital Measurement solution, and increased stock-based compensation of $0.6 million. In addition, we experienced increased hardware and software costs of $0.4 million, increased travel costs of $0.2 million and increased office expenses of $0.2 million. These costs were partially offset by reductions in panel recruitment, incentives and related costs of $0.4 million. Included within total cost of revenues for the six months ended June 30, 2011 was approximately $6.6 million directly related to the businesses that were acquired subsequent to June 30, 2010. Cost of revenues increased as a percentage of revenues during the six months ended June 30, 2011 as compared to the same period in 2010 reflecting our increased expenses for additional employees and infrastructure in anticipation of increased growth.

Selling and Marketing Expenses

		Three Months Ended																Six Months Ended
		June 30,								Change								June 30,								Change
		2011				2010				$				%				2011				2010				$				%
														(In thousands)
Total selling and marketing		$	19,717			$	12,892			$	6,825				52.9	%		$	37,886			$	25,610			$	12,276				47.9	%
As a percentage of revenues			33.9	%			30.7	%											34.1	%			32.8	%

     Selling and marketing expenses consist primarily of salaries, benefits, commissions, bonuses, and stock-based compensation paid to our direct sales force and industry analysts, as well as costs related to online and offline advertising, industry conferences, promotional materials, public relations, other sales and marketing programs, and allocated overhead, which is comprised of rent and other facilities related costs, and depreciation expense generated by general purpose equipment and software. All selling and marketing costs are expensed as they are incurred. Commission plans are developed for our account managers with criteria and size of sales quotas that vary depending upon the individual’s role. Commissions are paid to a salesperson and are expensed as selling and marketing costs when a sales contract is executed by both the customer and us. In the case of multi-year agreements, one year of commissions is paid initially, with the remaining amounts paid at the beginning of the succeeding years.

     Selling and marketing expenses increased by $6.8 million during the three months ended June 30, 2011 compared to the three months ended June 30, 2010. This increase was attributable to increased employee salaries, benefits and related costs of $3.2 million and increased stock-based compensation of $1.0 million associated with our increased headcount, additional sales commissions of $1.1 million and increased travel costs of $0.5 million in connection with our sales growth, and increased rent and other facility related costs and depreciation expense allocations of $0.5 million.

     Selling and marketing expenses increased by $12.3 million during the six months ended June 30, 2011 compared to the six months ended June 30, 2010. This increase was attributable to increased employee salaries, benefits and related costs of $6.8 million and increased stock-based compensation of $1.8 million associated with our increased headcount, additional sales commissions of $1.6 million and increased travel costs of $0.8 million in connection with our sales growth, and increased rent and other facility related costs and depreciation expense allocations of $0.8 million. These costs were partially offset by the absence of severance expense of $0.3 million that was incurred in the first half of 2010 but not in the first half of 2011. Included within total selling and marketing expenses for the three and six months ended June 30, 2011 was approximately $4.3 million and $8.2 million, respectively, related to the acquired businesses that were acquired subsequent to June 30, 2010. Selling and marketing expenses increased as a percentage of revenues during the three and six months ended June 30, 2011 as compared to the same periods in 2010 as our overall headcount in this area increased.

Research and Development Expenses

		Three Months Ended																Six Months Ended
		June 30,								Change								June 30,								Change
		2011				2010				$				%				2011				2010				$				%
														(In thousands)
Total research and development		$	8,833			$	6,088			$	2,745				45.1	%		$	16,732			$	11,135			$	5,597				50.3	%
As a percentage of revenues			15.2	%			14.5	%											15.1	%			14.3	%

     Research and development expenses include new product development costs, consisting primarily of salaries, benefits, stock-based compensation and related costs for personnel associated with research and development activities, fees paid to third parties to develop new products and allocated overhead, which is comprised of rent and other facilities related costs, and depreciation expense generated by general purpose equipment and software.

     Research and development expenses increased by $2.7 million during the three months ended June 30, 2011 as compared to the three months ended June 30, 2010. This increase was attributable to increased employee salaries, benefits and related costs of $1.4 million associated with our increased headcount for research and development activities, higher costs of $0.3 million related to certain data licensing contracts that began in Q1 2011, increased stock-based compensation of $0.3 million, increased rent and other facility related costs and depreciation expense allocations of $0.2 million, and increased hardware and software costs of $0.2 million.

     Research and development expenses increased by $5.6 million during the six months ended June 30, 2011 as compared to the six months ended June 30, 2010. This increase was attributable to increased employee salaries, benefits and related costs of $3.3 million associated with our increased headcount for research and development activities, higher costs of $0.6 million related to certain data licensing contracts that began in Q1 2011, increased stock-based compensation of $0.5 million, and increased rent and other facility related costs and depreciation expense allocations of $0.4 million. In addition, we experienced increased hardware and software costs of $0.3 million, increased travel costs of $0.2 million and increased office expenses of

$0.2 million. Research and development expenses were generally unchanged as a percentage of revenues for the three and six months ended June 30, 2011 compared to the same periods in 2010.

General and Administrative Expenses

		Three Months Ended																Six Months Ended
		June 30,								Change								June 30,								Change
		2011				2010				$				%				2011				2010				$				%
														(In thousands)
Total general and administrative		$	13,977			$	8,167			$	5,810				71.1	%		$	24,295			$	14,373			$	9,922				69.0	%
As a percentage of revenues			24.1	%			19.5	%											21.9	%			18.4	%

     General and administrative expenses consist primarily of salaries, benefits, stock-based compensation, and related expenses for executive management, finance, accounting, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, which is comprised of rent and other facilities related costs, and depreciation expense generated by general purpose equipment and software, and expenses incurred for other general corporate purposes.

     General and administrative expenses increased by $5.8 million during the three months ended June 30, 2011 as compared to the three months ended June 30, 2010. This increase is primarily attributable to additional professional fees of $4.5 million, which includes costs related to recent litigation of $5.2 million, offset by reductions of $0.7 million in other professional fees. In addition, additional headcount resulted in increased employee salaries, benefits and related costs of $0.4 million, increased stock-based compensation of $0.3 million, increased sales meetings costs of $0.2 million, and increased rent and other facility related costs and depreciation expense allocations of $0.1 million. These costs were partially offset by $0.2 million of decreases in bad debt expense as the amount of bad debt write-offs decreased during the quarter. Included within general and administrative expenses for the three months ended June 30, 2011 was approximately $1.1 million related to the acquired businesses that were acquired subsequent to June 30, 2010.

     General and administrative expenses increased by $9.9 million during the six months ended June 30, 2011 as compared to the six months ended June 30, 2010. This increase is primarily attributable to additional professional fees of $5.6 million, which includes costs related to recent litigation, and for other accounting, legal and general consulting services due to our expanding business. In addition, there was increased stock-based compensation expense of $2.0 million, and increased additional headcount resulted in increased employee salaries, benefits and related costs of $1.1 million, and increased rent and other facility related costs and depreciation expense allocations of $0.2 million. Included within general and administrative expenses for the six months ended June 30, 2011 was approximately $2.2 million related to the acquired businesses that were acquired subsequent to June 30, 2010. General and administrative expenses increased as a percentage of revenues during the three and six months ended June 30, 2011 as compared to the same periods in 2010 primarily due to the increased costs related to acquisitions and initiatives taken by the Company to help better position our business for long-term growth that are not immediately reflected in our current revenue as well as costs related to recent litigation.

Amortization Expense

		Three Months Ended																Six Months Ended
		June 30,								Change								June 30,								Change
		2011				2010				$				%				2011				2010				$				%
														(In thousands)
Total amortization expense		$	2,434			$	658			$	1,776				269.9	%		$	4,428			$	1,165			$	3,263				280.1	%
As a percentage of revenues			4.2	%			1.6	%											4.0	%			1.5	%

     Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions.

     Amortization expense increased $1.8 million and $3.3 million during the three and six months ended June 30, 2011, respectively, as compared to the three and six months ended June 30, 2010 due to amortization of intangible assets that were acquired after the second quarter of 2010 in connection with our acquisitions of Nexius and Nedstat and other immaterial acquisitions. In addition, we recorded additional amortization expense associated with a change in the useful life of the ARS trade name, which we will cease using as of December 31, 2011.

Interest and Other Income (expense), Net

     Interest income consists of interest earned from investments, such as short and long-term fixed income securities and auction rate securities, and our cash and cash equivalent balances. Interest expense is incurred due to capital leases pursuant to several equipment loan and security agreements and a line of credit that we have entered into in order to finance the lease of various hardware and other equipment purchases. Our minimum lease payment obligations are secured by a senior security interest in eligible equipment.

     Interest expense, net for the three and six months ended June 30, 2011 was $0.1 million and $0.2 million, respectively, as compared to interest income, net of $0.1 million and $0.2 million for the three and six months ended June 30, 2010. The increase in interest expense is due to the increased borrowing under capital leases that were made during 2010. As of June 30, 2011, we had total minimum lease payment obligations of $13.9 million compared to $6.7 million as of June 30, 2010.

Gain (Loss) from Foreign Currency

     The functional currency of our foreign subsidiaries is the local currency. All assets and liabilities are translated at the current exchange rates as of the end of the period, and revenues and expenses are translated at average rates in effect during the period. The gain or loss resulting from the process of translating the foreign currency financial statements into U.S. dollars is included as a component of other comprehensive (loss) income.

     We recorded a gain of $0.1 million and $0.2 million for the three and six months ended June 30, 2011, respectively, as compared to losses of $0.1 million during the three and six months ended June 30, 2010. Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate primarily between the U.S. Dollar and the Canadian Dollar, euro and British Pound.

Provision for Income Taxes

     During the three and six months ended June 30, 2011, we recorded an income tax provision of $2.0 million and an income tax benefit of $0.1 million, respectively, as compared to income tax provisions of $1.0 million and $2.1 million during the comparable periods of 2010, respectively. During the first quarter of 2011, we believed that we would be profitable for the full year 2011, and accordingly, we recorded an income tax benefit associated with the losses incurred in the first quarter of 2011 in the amount of $2.2 million. In the second quarter of 2011, we have forecasted a loss for the full year 2011, with the majority of those losses coming from jurisdictions in which we do not believe that we will be able to utilize these losses. As a result, we effectively reversed the majority of the income tax benefit recorded in the first quarter of 2011, such that we have recorded an income tax benefit of $0.1 million for the six months ended June 30, 2011. The tax provisions for the three and six months ended June 30, 2011 were attributable to current tax expense of $2.3 million and $1.4 million, respectively, and deferred tax benefits of $0.3 million and $1.5 million, respectively. These amounts include $0.0 million and $0.1 million of current and deferred tax expense for discrete items such as stock compensation, statutory rate changes and changes in uncertain tax positions recorded during the three and six months ended June 30, 2011, respectively. The tax provisions for the three and six months ended June 30, 2010 were attributable to current tax expenses of $0.7 million and $1.0 million, respectively, and deferred tax expenses of $0.3 million and $1.1 million, respectively. These amounts include $0.1 million and $0.6 million of current and deferred tax expense for discrete items such as stock-based compensation, statutory rate changes and changes in uncertain tax positions recorded during the three and six months ended June 30, 2010, respectively.

     During the three and six months ended June 30, 2010, certain restricted stock awards vested which generated a tax deduction at a market price that was less than the price of the restricted stock on the dates the shares were granted. This shortfall of tax deductions would reduce additional paid-in capital to the extent windfall tax benefits had been realized in prior years. However, as we have not yet realized our windfall tax benefits because the tax benefits have not resulted in a reduction to current taxes payable, the three months ended June 30, 2010 were impacted. The tax provision impact of the shortfall totaling $0.1 million and $0.3 million has been included in income tax expense for the three and six months ended June 30, 2010, respectively. There were no comparative amount for the three and six months ended June 30, 2011.

Recent Accounting Pronouncements

     Recent accounting pronouncements are detailed in Note 2 to our Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

The following table summarizes our cash flows:

		Six Months Ended
		June 30,
		2011				2010
		(In thousands)
Net cash provided by operating activities		$	19,692			$	20,692
Net cash (used in) provided by investing activities			(5,056	)			5,912
Net cash used in financing activities			(8,532	)			(3,239	)
Effect of exchange rate changes on cash			105				(322	)
Net increase in cash and cash equivalents		$	6,209			$	23,043

     Our principal uses of cash historically have consisted of payroll and other operating expenses and payments related to the investment in equipment primarily to support our consumer panel and technical infrastructure required to support our customer base, and cash paid for acquisitions. As of June 30, 2011, our principal sources of liquidity consisted of cash, cash equivalents and short-term investments of $42.5 million, which represent cash generated from operating activities. As of June 30, 2011, we held $2.6 million in short-term investments consisting of four separate auction rate securities. These securities were sold for $2.6 million in July 2011.

     On June 30, 2011, we entered into a secured credit and security agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) for a two-year, $50.0 million secured revolving credit facility (the “Revolving Credit Facility”). The agreement includes a maximum $7.0 million sublimit for a euro loan facility and a $10.0 million sublimit for the issuance of letters of credit. The maturity date of the Revolving Credit Facility is June 30, 2013. Borrowings under the Revolving Credit Facility shall be used towards working capital and other general corporate purposes as well as for the issuance of letters of credit. Loans made under the Revolving Credit Facility will bear interest at a fluctuating rate based on the London Interbank Offered Rate (“LIBOR”) plus an applicable margin, which will range from 1.75% to 2.75%, based on our funded debt ratio.

     On June 30, 2011, we and each of our material, wholly-owned subsidiaries entered into a Security Agreement in favor of Bank of America (the “Security Agreement”). Pursuant to the Security Agreement, the obligations under the Revolving Credit Facility are secured by a security interest in substantially all of our assets.

     Under the terms of the Revolving Credit Facility, we are restricted from paying dividends and incurring certain indebtedness, among other restrictive covenants. We continue to be in full compliance with all covenants contained in the Revolving Credit Facility.

     As of August 4, 2011, no amounts are outstanding under the terms of the Company’s Revolving Credit Facility.

Operating Activities

     Our cash flows from operating activities are significantly influenced by our investments in personnel and infrastructure to support the anticipated growth in our business, increases in the number of customers using our products and the amount and timing of payments made by these customers.

     We generated approximately $19.7 million of net cash from operating activities during the six months ended June 30, 2011. Our cash flows from operations were driven by our net loss of $8.6 million, offset by $20.0 million in non-cash charges such as depreciation, amortization, provision for bad debts, stock-based compensation, and a non-cash deferred tax benefit. In addition, we experienced a $1.4 million decrease in accounts receivable due to continued strong collection activities during the first half of 2011 in light of the increase in revenues. In addition, our operating cash flows were positively impacted by a $7.2 million net increase in accounts payable and accrued expenses due to the timing of payments issued to our vendors and $0.5 million increase in deferred rent due to tenant allowances related to our leases. Cash flows from operations were negatively impacted by a $0.7 million increase in prepaid expenses and other current assets related to additional capitalized costs from certain long-term contracts and a $0.1 million decrease in amounts collected from customers in advance of when we recognize revenue largely related to foreign currency revaluation.

     We generated approximately $20.7 million of net cash from operating activities during six months ended June 30, 2010. Our cash flows from operations were driven by our positive net income of $1.1 million, as adjusted for $12.1 million in non- cash charges such as depreciation, amortization, provision for bad debts, stock-based compensation and bond premium amortization, and a non-cash deferred tax expense. In addition, we experienced a $1.6 million decrease in accounts receivable due to improved collections activities during the first half of 2010. We also experienced a $3.7 million increase in amounts collected from customers in advance of when we recognize revenues as a result of our growing customer base. In addition, our operating cash flows were positively impacted due to a $2.2 million increase in accounts payable and accrued expenses due to the timing of payments issued to our vendors. Cash flows from operations were also positively impacted by a $0.4 million increase in deferred rent due to tenant allowances related to our leases.

Investing Activities

     Our primary recurring investing activities have consisted of purchases of computer network equipment to support our Internet user panel and maintenance of our database, furniture and equipment to support our operations, purchases and sales of marketable securities, and payments related to the acquisition of several companies. As our customer base expands, we expect purchases of technical infrastructure equipment to grow in absolute dollars. The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base, introduce new digital formats and increase our international presence.

     We used $5.1 million of net cash in investing activities during the six months ended June 30, 2011. Approximately $4.2 million was associated with the purchase of property and equipment to maintain and expand our technology infrastructure, approximately $0.4 million related to cash payments associated with the acquisition of Nexius, and approximately $0.5 million associated with the acquisition of certain intellectual property intangible assets.

     We generated $5.9 million of net cash in investing activities during the six months ended June 30, 2010. $25.3 million was generated from maturities of our investments. This amount was offset by $16.8 million, net of cash acquired, which was used for the acquisition of ARSgroup. In addition, $2.6 million was used to purchase property and equipment to maintain and expand our technology and infrastructure. Of this amount, $0.4 million was funded through landlord allowances received in connection with our Canadian office lease. We expect to achieve greater economies of scale and operating leverage as we expand our customer base and utilize our Internet user panel and technical infrastructure more efficiently. While we anticipate that it will be necessary for us to continue to invest in our Internet user panel, technical infrastructure and technical personnel to support the combination of an increased customer base, new products, international expansion and new digital market intelligence formats, we believe

that these investment requirements will be less than the revenue growth generated by these actions. This should result in a lower rate of growth in our capital expenditures to support our technical infrastructure. In any given period, the timing of our incremental capital expenditure requirements could impact our cost of revenues, both in absolute dollars and as a percentage of revenues.

Financing Activities

     We used $8.5 million of cash during the six months ended June 30, 2011 for financing activities. This included $6.1 million for shares repurchased by us pursuant to the exercise by stock incentive plan participants of their right to elect to use common stock to satisfy their tax withholding obligations. In addition we used $2.7 million to make payments on our capital lease obligations offset by $0.3 million in proceeds from the exercise of our common stock options.

     We used $3.2 million of cash during the six months ended June 30, 2010 for financing activities. This included $3.6 million for shares repurchased by us pursuant to the exercise by stock incentive plan participants of their right to elect to use common stock to satisfy their tax withholding obligations. In addition, we used $0.4 million to make payments on our capital lease obligations offset by $0.8 million in proceeds from the exercise of our common stock options. We do not have any special purpose entities.

Contractual Obligations and Known Future Cash Requirements

     Our principal lease commitments consist of obligations under leases for office space and computer and telecommunications equipment. In prior and current years, we financed the purchase of some of our computer equipment under a capital lease arrangement over a period of either 36 or 42 months. Our purchase obligations relate to outstanding orders to purchase computer equipment and are typically small; they do not materially impact our overall liquidity.

     In November 2010, we increased our lease financing arrangement with Banc of America Leasing & Capital, LLC to $15.0 million. This arrangement has been established to allow us to finance the purchase of new software, hardware and other computer equipment as we expand our technology infrastructure in support of our business growth. During the six months ended June 30, 2011 we incurred $2.8 million of additional borrowings under this financing arrangement. As of June 30, 2011, we have total borrowings under this arrangement of approximately $10.3 million. These leases bear an interest rate of approximately 5% per annum. The base terms for these leases range from three years to three and a half years and include a nominal charge in the event of prepayment. Lease payments are approximately $4.7 million per year. Assets acquired under the equipment lease secure the obligations.

     During the three months ended June 30, 2011, one letter of credit was reduced by approximately $0.2 million. The reduction will be effective as of July 1, 2011. As of June 30, 2011, $3.1 million in letters of credit were outstanding, leaving $6.9 million available for additional letters of credit. These letters of credit may be reduced periodically provided the Company meets the conditional criteria of each related lease agreement.

     As noted in the liquidity and capital resources section, in June 2011, we entered into a $50.0 million revolving credit agreement with Bank of America, N.A.

Off Balance Sheet Arrangements

     We have no off-balance sheet arrangements (as defined in Item 303 of Regulation S-K).

Item 3.		Quantitative and Qualitative Disclosure about Market Risk

     Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. We do not hold or issue financial instruments for trading purposes or have any derivative financial instruments. To date, most payments made under our contracts are denominated in U.S. dollars, and we have not experienced material gains or losses as a result of transactions denominated in foreign currencies. As of June 30, 2011, our cash reserves were maintained in bank deposit accounts and auction rate securities totaling $42.5 million. These securities, like all fixed income instruments, are subject to interest rate risk and will decline in value if market interest rates increase. We have the ability to hold our fixed income investments until maturity and, therefore, we would not expect to experience any material adverse impact in income or cash flow.

Foreign Currency Risk

     A portion of our revenues and expenses from business operations in foreign countries are derived from transactions denominated in currencies other than the functional currency of our operations in those countries. As such, we have exposure to adverse changes in exchange rates associated with revenues and operating expenses of our foreign operations, but we believe this exposure to not be significant at this time. As such, we do not currently engage in any transactions that hedge foreign currency exchange rate risk. In addition, because we have operations outside of the U.S., the reported amounts of revenues, expenses, assets and liabilities may fluctuate due to movements in foreign currency exchange rates and the resulting foreign currency translation adjustments. As we grow our international operations, our exposure to foreign currency risk could become more significant.

Interest Rate Sensitivity

     As of June 30, 2011, our principal sources of liquidity consisted of cash, cash equivalents and short-term investments of $42.5 million. These amounts were invested primarily in bank deposit account and auction rate securities. The cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes. We believe that we do not have any material exposure to changes in the fair value as a result of changes in interest rates. Declines in interest rates, however, will reduce future investment income. If overall interest rates changed by 1% during the six months ended June 30, 2011, our interest exposure would have been less than $0.1 million, assuming consistent investment levels.

Auction Rate Securities

     As of June 30, 2011, our principal sources of liquidity consisted of cash, cash equivalents and short-term investments of $42.5 million which represent cash generated from operating activities and the remaining proceeds from our initial public offering in July 2007. As of June 30, 2011, we held $2.6 million in short-term investments consisting of four separate auction rate securities. On July 6, 2011, the Company sold these auction rate securities for $2.6 million.

Item 4.		Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective, in all material respects, to ensure that information required to be disclosed in the reports that we file and submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rule and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

     There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.		Legal Proceedings

     From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any pending legal proceedings the outcome of which we believe, if determined adversely to us, would individually or in the aggregate have a material adverse impact on our consolidated results of operations, cash flows or financial position.

Litigation with The Nielsen Company (US) LLC and Netratings, LLC d/b/a Nielsen Online

     On March 16, 2011, we received notice that The Nielsen Company (US) LLC (“Nielsen”) filed a lawsuit against us in the United States District Court for the Eastern District of Virginia alleging, among other things, infringement of certain patent rights of Nielsen by us. Nielsen’s complaint seeks unspecified damages and injunctive relief. Based on a review of these claims against us, we believe that they are without merit. We continue to investigate the claims against us by Nielsen, as well as any defenses and additional potential counterclaims, and we intend to vigorously defend ourselves.

     On March 22, 2011, we filed a lawsuit against Nielsen and Netratings, LLC d/b/a Nielsen Online (“Netratings”) in the United States District Court for the Eastern District of Virginia alleging infringement of certain patent rights of ours by Nielsen and Netratings. Our complaint seeks unspecified damages and injunctive relief.

ITEM 1A.		RISK FACTORS

     An investment in our common stock involves a substantial risk of loss. You should carefully consider these risk factors, together with all of the other information included herewith, before you decide to purchase shares of our common stock. The occurrence of any of the following risks could materially adversely affect our business, financial condition or operating results. In that case, the trading price of our common stock could decline, and you may lose part or all of your investment.

Risks Related to Our Business and Our Technologies

We derive a significant portion of our revenues from sales of our subscription-based digital marketing intelligence products. If our customers terminate or fail to renew their subscriptions, our business could suffer.

     We currently derive a significant portion of our revenues from our subscription-based digital marketing intelligence products. Subscription-based products accounted for 85% of our revenues during the six months ended June 30, 2011 and the full year 2010. Uncertain economic conditions or other factors, such as the failure or consolidation of large financial institutions, may cause certain customers to terminate or reduce their subscriptions. If our customers terminate their subscriptions for our products, do not renew their subscriptions, delay renewals of their subscriptions or renew on terms less favorable to us, our revenues could decline and our business could suffer.

     Our customers have no obligation to renew after the expiration of their initial subscription period, which is typically one year, and we cannot be assured that current subscriptions will be renewed at the same or higher dollar amounts, if at all. Some of our customers have elected not to renew their subscription agreements with us in the past. If we experience a change of control, as defined in such agreements, some of our customers also have the right to terminate their subscriptions. Moreover, some of our major customers have the right to cancel their subscription agreements without cause at any time. Given the current unpredictable economic conditions as well as our limited historical data with respect to rates of customer subscription renewals, we may have difficulty accurately predicting future customer renewal rates. Our customer renewal rates may decline or fluctuate as a result of a number of factors, including customer satisfaction or dissatisfaction with our products, the costs or functionality of our products, the prices or functionality of products offered by our competitors, mergers and acquisitions affecting our customer base, general economic conditions or reductions in our customers’ spending levels. In this regard, we have seen a number of customers with weaker balance sheets choosing not to renew subscriptions with us during economic downturns.

The success of our business depends in large part on our ability to protect and enforce our intellectual property rights.

     We rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. While we have filed a number of patent applications and own eight issued patents, we cannot assure you that any additional patents will be issued with respect to any of our pending or future patent applications, nor can we assure you that any patent issued to us will provide adequate protection, or that any patents issued to us will not be challenged, invalidated, circumvented, or held to be unenforceable in actions against alleged infringers. Also, we cannot assure you that any future trademark or service mark registrations will be issued with respect to pending or future applications or that any of our registered trademarks and service marks will be enforceable or provide adequate protection of our proprietary rights. Furthermore, adequate (or any) patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our services are available.

     We endeavor to enter into agreements with our employees and contractors and with parties with whom we do business in order to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, third parties might independently develop technologies that are competitive to ours or that infringe upon our intellectual property. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet-related industries are uncertain and still evolving, both in the United States and in other countries. The protection of our intellectual property rights may depend on our legal actions against any infringers being successful. We cannot be sure any such actions will be successful, and any such action may be expensive and divert considerable attention of our management team from the normal operation of our business.

An assertion from a third party that we are infringing its intellectual property, whether such assertions are valid or not, could subject us to costly and time-consuming litigation or expensive licenses.

     The Internet, mobile media, software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights, domestically or internationally. As we grow and face increasing competition, the probability that one or more third parties will make intellectual property rights claims against us increases. In such cases, our technologies may be found to infringe on the intellectual property rights of others. Additionally, many of our subscription agreements may require us to indemnify our customers for third-party intellectual property infringement claims, which would increase our costs if we have to defend such claims and may require that we pay damages and provide alternative services if there were an adverse ruling in any such claims. Intellectual property claims could harm our relationships with our customers, deter future customers from subscribing to our products or expose us to litigation, which could be expensive and divert considerable attention of our management team from the normal operation of our business. Even if we are not a party to any litigation between a customer and a third party, an adverse outcome in any such litigation could make it more difficult for us to defend against intellectual property claims by the third party in any subsequent litigation in which we are a named party. Any of these results could adversely affect our brand, business and results of operations.

     For example, on March 16, 2011, we received notice that The Nielsen Company (US) LLC, or Nielsen, filed a lawsuit against us in the United States District Court for the Eastern District of Virginia alleging, among other things, infringement of certain

patent rights of Nielsen by us. Nielsen’s complaint seeks unspecified damages and injunctive relief. Based on a review of these claims against us, we believe that they are without merit. We continue investigate the claims against us by Nielsen, as well as any defenses and additional potential counterclaims, and we intend to vigorously defend ourselves. Any intellectual property rights claim such as this, against us (whether for our practices, products and technology or for those of companies recently acquired by us) or our customers, with or without merit, could be time-consuming and expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent us from offering our products to our customers and may require that we procure or develop substitute products that do not infringe on other parties’ rights.

     With respect to any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology found to be in violation of a third party’s rights. We may have to seek a license for the technology, which may not be available on reasonable terms or at all, may significantly increase our operating expenses or may significantly restrict our business activities in one or more respects. We may also be required to develop alternative non-infringing technology, which could require significant effort and expense. Any of these outcomes could adversely affect our business and results of operations. Even if we prove successful in defending ourself against such claims, we may incur substantial expenses and the active defense of such claims may divert considerable attention of our management team from the normal operation of our business.

Our quarterly results of operations may fluctuate in the future. As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to decline.

     Our quarterly results of operations may fluctuate as a result of a variety of factors, many of which are outside of our control. If our quarterly revenues or results of operations do not meet or exceed the expectations of securities analysts or investors, the price of our common stock could decline substantially. In addition to the other risk factors set forth in this “Risk Factors” section, factors that may cause fluctuations in our quarterly revenues or results of operations include:

	•		our ability to increase sales to existing customers and attract new customers;
	•		our failure to accurately estimate or control costs — including those incurred as a result of acquisitions, investments,other business development initiatives and litigation;
	•		the timing of contract renewals, delivery of products and duration of contracts and the corresponding timing of revenue recognition as well as the effects of revenue derived from recently-acquired companies;
	•		the uncertainties associated with the integration of acquired new lines of business, and operations in countries in which we may have little or no previous experience;
	•		the mix of subscription-based versus project-based revenues;
	•		changes in our customers’ subscription renewal behaviors and spending on projects;
	•		our ability to estimate revenues and cash flows associated with business operations acquired by us;
	•		the impact on our contract renewal rates, for both our subscription and project-based products, caused by our customers’ budgetary constraints, competition, customer dissatisfaction, customer corporate restructuring or change in control, or our customers’ actual or perceived lack of need for our products;
	•		the potential loss of significant customers;
	•		the effect of revenues generated from significant one-time projects or the loss of such projects;
	•		the impact of our decision to discontinue certain products;
	•		the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our operations and infrastructure;
	•		the timing and success of new product introductions by us or our competitors;
	•		variations in the demand for our products and the implementation cycles of our products by our customers;
	•		changes in our pricing and discounting policies or those of our competitors;
	•		service outages, other technical difficulties or security breaches;