COMSCORE, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page comScore, Inc. Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 56 CONSOLIDATED BALANCE SHEETS 59 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 60 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 61 CONSOLIDATED STATEMENTS OF CASH FLOWS 62 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 64 55 Table of Conte nt s REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of comScore, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of comScore, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting. Change in Accounting Principle As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to adoption of Accounting Standards Codification (ASC) 842, Leases. The Company adopted ASC 842 using the modified retrospective transition method with optional transition relief. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenues – Refer to Notes 2 and 3 to the financial statements Critical Audit Matter Description The Company applies the provisions of ASC 606, Revenue from Contracts with Customers , and all related applicable guidance. The Company's contracts with customers may include multiple promised goods and services. Contracts with multiple performance obligations typically consist of a mix of subscriptions to the Company's online database, customized data services, and delivery of periodic custom reports based on information obtained from the database. In such cases, the Company identifies performance obligations by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined as one performance obligation. Once the Company identifies the performance obligations, the Company will determine the transaction price based on contractually fixed amounts and an estimate of variable consideration. In general, the transaction price is determined by estimating the fixed amount of consideration to which the Company is entitled for transfer of goods and services and all relevant sources and components of variable consideration. Variable consideration is estimated based on the most likely amount or expected value approach, depending on which method the Company expects to better predict the amount of consideration to which it will be entitled. Once the Company elects one of the methods to estimate variable consideration for a particular type of performance obligation, the Company will apply that method consistently. The Company allocates the transaction price to each performance obligation based on 56 Table of Conte nt s relative standalone selling price ("SSP"). Judgment is exercised to determine the SSP of each distinct performance obligation. The Company will constrain estimates of variable consideration based on its expectation of recovery from the customer. The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring promised goods or services to a customer. Customers may obtain the control of promised goods or services over time or at a point in time. Given the complexity of certain of the Company's contracts, we concluded that revenue recognition from these contracts represents a critical audit matter because of the judgments necessary for management to identify performance obligations, determine the transaction price, allocate transaction price to the performance obligations and recognize revenue when performance obligations are satisfied. Performing audit procedures related to revenue recognition for these contracts required more extensive audit effort and a higher degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to evaluating the significant estimates and judgments used by management in the determination of the accounting for certain revenue contracts, including the identification of performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue when performance obligations are satisfied, included the following, among others: • We tested the effectiveness of controls, including controls over the identification of performance obligations, determination of the transaction price, allocation of the transaction price, and determination of when performance obligations are satisfied. • For a selection of revenue contracts identified as having more complex terms, we performed the following: ◦ Analysed the contract to determine if all arrangement terms that may have an impact on revenue recognition were identified and independently evaluated management's accounting for the contract. ◦ Tested management's identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were capable of being distinct and distinct within the context of the contract. ◦ Tested the relative stand-alone selling prices by recalculating the stand-alone selling pricing of the performance obligations and evaluating the assumptions used by the Company to determine the standalone selling price for each distinct performance obligation. We evaluated the methodology used to determine the standalone selling price by comparison to historical analyses prepared by the Company and practices observed in the industry. We also tested the data used in the analysis. ◦ Tested the timing of revenue recognition by evaluating whether revenue should be recognized over time or at a point in time, and whether the revenue was recognized in the appropriate period by examining evidence of delivery or access to support the timing of revenue recognition based on the product or service type. ◦ Tested the mathematical accuracy of management's calculation of revenue. ◦ Obtained external confirmations evidencing the delivery of the performance obligation(s) and confirming there are no side agreements. ◦ With the assistance of professionals in our firm having expertise in the recognition of revenue, we evaluated revenue recognition in accordance with ASC 606. Goodwill – Goodwill Impairment Analysis – Refer to Notes 2 and 9 to the financial statements Critical Audit Matter Description Goodwill is evaluated for impairment at least annually, as of October 1, by comparing the fair value of a reporting unit to its carrying value including goodwill. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The carrying value of the reporting unit is reviewed utilizing a combination of the discounted cash flow model and a market value approach. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term growth rates, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macro-economic conditions. The Company completed its annual assessment on October 1, 2020, and there was no impairment of goodwill at the assessment date. The goodwill balance was $418.3 million as of December 31, 2020. We identified goodwill for the Company as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit, specifically related to the selection of the discount rate and forecasts of future revenue. Performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to selection of the 57 Table of Conte nt s discount rate and forecasts of future revenue required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the forecasts of future revenue and the selection of the discount rate for the Company's goodwill impairment included the following, among others: • We tested the effectiveness of controls over management's goodwill impairment evaluations, including those over the forecasts of future revenue and management's selection of the discount rate. • We evaluated management's ability to accurately forecast revenue by comparing the actual results to management's historical projections from 2019. • We evaluated the reasonableness of management's forecasted revenue by comparing the forecasts to: ◦ Historical revenue growth. ◦ Historical industry revenue growth rates and revenue growth rates of peer group companies. ◦ Economic forecasts considering the impact of macro-economic conditions. ◦ Internal communications to management and the Board of Directors. ◦ Forecasted information included in analyst and industry reports for the Company and certain of its peer group. • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rates by: ◦ Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation. ◦ Developing a range of independent estimates and comparing those to the discount rates selected by management. • We evaluated the impact of changes in management's revenue forecasts from the October 1, 2020 annual measurement date to December 31, 2020. /s/ Deloitte & Touche LLP McLean, Virginia March 9, 2021 We have served as the Company's auditor since 2017. 58 Table of Conte nt s COMSCORE, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) As of December 31, 2020 2019 Assets Current assets: Cash and cash equivalents $ 31,126 $ 46,590 Restricted cash 19,615 20,183 Accounts receivable, net of allowances of $ 2,757 and $ 1,919 , respectively ($ 4,045 and $ 2,698 of accounts receivable attributable to related parties, respectively) 69,379 71,853 Prepaid expenses and other current assets ($ 1,496 and $ 1,180 attributable to related parties, respectively) 16,910 15,357 Total current assets 137,030 153,983 Property and equipment, net 30,973 31,693 Operating right-of-use assets 28,959 36,689 Goodwill 418,327 416,418 Intangible assets, net 52,340 79,559 Deferred tax assets 2,741 2,374 Other non-current assets 7,600 2,979 Total assets $ 677,970 $ 723,695 Liabilities and Stockholders' Equity Current liabilities: Accounts payable ($ 2,817 and $ 2,510 attributable to related parties, respectively) $ 36,640 $ 44,804 Accrued expenses ($ 835 and $ 6,902 attributable to related parties, respectively) 48,380 55,507 Contract liabilities ($ 3,538 and $ 1,519 attributable to related parties, respectively) 58,529 58,158 Customer advances 12,477 9,886 Current portion of secured term note 12,644 — Current operating lease liabilities 7,024 6,764 Warrants liability 2,831 7,725 Other current liabilities 5,750 7,393 Total current liabilities 184,275 190,237 Senior secured convertible notes (related party) 192,895 184,075 Financing derivatives (related party) 11,300 21,587 Non-current operating lease liabilities 36,127 42,497 Non-current contract liabilities 4,156 291 Deferred tax liabilities 627 287 Non-current portion of secured term note — 12,463 Other non-current liabilities ($ 6,120 and $ — attributable to related parties, respectively) 19,600 13,284 Total liabilities 448,980 464,721 Commitments and contingencies Stockholders' equity: Preferred stock, $ 0.001 par value per share; 5,000,000 shares authorized at December 31, 2020 and 2019; no shares issued or outstanding as of December 31, 2020 or 2019 — — Common stock, $ 0.001 par value per share; 150,000,000 shares authorized as of December 31, 2020 and 2019; 79,703,342 shares issued and 72,938,546 shares outstanding as of December 31, 2020, and 76,829,926 shares issued and 70,065,130 shares outstanding as of December 31, 2019 73 70 Additional paid-in capital 1,621,986 1,609,358 Accumulated other comprehensive loss ( 7,030 ) ( 12,333 ) Accumulated deficit ( 1,156,055 ) ( 1,108,137 ) Treasury stock, at cost, and 6,764,796 shares as of December 31, 2020 and 2019 ( 229,984 ) ( 229,984 ) Total stockholders' equity 228,990 258,974 Total liabilities and stockholders' equity $ 677,970 $ 723,695 See accompanying Notes to Consolidated Financial Statements. 59 Table of Conte nt s COMSCORE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (In thousands, except share and per share data) Years Ended December 31, 2020 2019 2018 Revenues (2) $ 356,036 $ 388,645 $ 419,482 Cost of revenues (1) (2) (3) 180,712 199,622 200,220 Selling and marketing (1) (3) 70,220 89,145 108,395 Research and development (1) (3) 38,706 61,802 76,979 General and administrative (1) (2) (3) 55,783 66,419 84,535 Amortization of intangible assets 27,219 30,076 32,864 Impairment of right-of-use and long-lived assets 4,671 — — Impairment of goodwill — 224,272 — Impairment of intangible asset — 17,308 — Investigation and audit related — 4,305 38,338 Restructuring (3) — 3,263 11,837 Settlement of litigation, net — 2,900 5,250 Total expenses from operations 377,311 699,112 558,418 Loss from operations ( 21,275 ) ( 310,467 ) ( 138,936 ) Interest expense, net (2) ( 35,805 ) ( 31,526 ) ( 16,465 ) Other income (expense), net 14,554 1,654 ( 1,464 ) (Loss) gain from foreign currency transactions ( 4,490 ) 336 1,303 Loss before income taxes ( 47,016 ) ( 340,003 ) ( 155,562 ) Income tax (provision) benefit ( 902 ) 1,007 ( 3,706 ) Net loss $ ( 47,918 ) $ ( 338,996 ) $ ( 159,268 ) Net loss per common share: Basic and diluted $ ( 0.67 ) $ ( 5.33 ) $ ( 2.76 ) Weighted-average number of shares used in per share calculation - Common Stock: Basic and diluted 71,181,496 63,590,882 57,700,603 Comprehensive loss: Net loss $ ( 47,918 ) $ ( 338,996 ) $ ( 159,268 ) Other comprehensive income (loss): Foreign currency cumulative translation adjustment 5,303 ( 1,712 ) ( 4,397 ) Total comprehensive loss $ ( 42,615 ) $ ( 340,708 ) $ ( 163,665 ) (1) Excludes amortization of intangible assets, which is presented separately in the Consolidated Statements of Operations and Comprehensive Loss. (2) Transactions with related parties are included in the line items above as follows (refer to Footnote 13 , Related Party Transactions, of the Notes to Consolidated Financial Statements for additional information): Years Ended December 31, 2020 2019 2018 Revenues $ 13,314 $ 17,464 $ 12,662 Cost of revenues 10,094 10,490 11,239 General and administrative 316 776 650 Interest expense, net ( 24,480 ) ( 23,494 ) ( 16,023 ) (3) Stock-based compensation expense is included in the line items above as follows: Years Ended December 31, 2020 2019 2018 Cost of revenues $ 1,288 $ 1,852 $ 6,349 Selling and marketing 2,226 3,615 9,452 Research and development 886 1,981 6,580 General and administrative 5,673 9,247 14,770 Restructuring — ( 137 ) 468 Total stock-based compensation expense $ 10,073 $ 16,558 $ 37,619 See accompanying Notes to Consolidated Financial Statements. 60 Table of Conte nt s COMSCORE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share data) Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury stock, at cost Total Stockholders' Equity Shares Amount Balance as of December 31, 2017 57,289,047 $ 60 $ 1,407,717 $ ( 6,224 ) $ ( 609,091 ) $ ( 135,970 ) $ 656,492 Adoption of ASC 606 — — — — ( 736 ) — ( 736 ) Net loss — — — — ( 159,268 ) — ( 159,268 ) Foreign currency translation adjustment — — — ( 4,397 ) — — ( 4,397 ) Subscription Receivable — — 10,254 — — — 10,254 Common Stock warrants issued — — 5,545 — — — 5,545 Exercise of Common Stock options, net 222,229 — 2,855 — — — 2,855 Shares issued in connection with settlement of litigation 4,024,115 4 90,764 — — — 90,768 Repurchase of Common Stock in exchange for senior secured convertible notes ( 4,000,000 ) ( 7 ) — — — ( 94,014 ) ( 94,021 ) Restricted stock units vested 2,077,253 2 15,816 — — — 15,818 Payments for taxes related to net share settlement of equity awards ( 222,814 ) — ( 5,263 ) — — — ( 5,263 ) Stock-based compensation — — 33,520 — — — 33,520 Balance as of December 31, 2018 59,389,830 $ 59 $ 1,561,208 $ ( 10,621 ) $ ( 769,095 ) $ ( 229,984 ) $ 551,567 Adoption of ASC 842 — — — — ( 46 ) — ( 46 ) Net loss — — — — ( 338,996 ) — ( 338,996 ) Foreign currency translation adjustment — — — ( 1,712 ) — — ( 1,712 ) Issuance of Common Stock - CVI 2,728,513 3 8,159 — — — 8,162 Common Stock warrants exercised - Starboard 323,448 — — — — — — Common Stock warrants exercised - CVI 2,728,513 3 5,482 — — — 5,485 Exercise of Common Stock options, net 68,259 — 1,191 — — — 1,191 Interest paid in Common Stock 4,057,129 4 17,370 — — — 17,374 Restricted stock units vested 854,998 1 4,610 — — — 4,611 Payments for taxes related to net share settlement of equity awards ( 85,560 ) — ( 1,267 ) — — — ( 1,267 ) Stock-based compensation — — 12,605 — — — 12,605 Balance as of December 31, 2019 70,065,130 $ 70 $ 1,609,358 $ ( 12,333 ) $ ( 1,108,137 ) $ ( 229,984 ) $ 258,974 Net loss — — — — ( 47,918 ) — ( 47,918 ) Foreign currency translation adjustment — — — 5,303 — — 5,303 Exercise of Common Stock options, net 75,000 — 143 — — — 143 Interest paid in Common Stock 1,474,201 2 3,058 — — — 3,060 Restricted stock units vested 1,363,152 1 3,064 — — — 3,065 Payments for taxes related to net share settlement of equity awards ( 38,937 ) — ( 117 ) — — — ( 117 ) Stock-based compensation — — 6,480 — — — 6,480 Balance as of December 31, 2020 72,938,546 $ 73 $ 1,621,986 $ ( 7,030 ) $ ( 1,156,055 ) $ ( 229,984 ) $ 228,990 See accompanying Notes to Consolidated Financial Statements. 61 Table of Conte nt s COMSCORE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years Ended December 31, 2020 2019 2018 Operating activities : Net loss $ ( 47,918 ) $ ( 338,996 ) $ ( 159,268 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization of intangible assets 27,219 30,076 32,864 Depreciation 14,064 12,778 17,259 Stock-based compensation expense 10,073 16,558 37,619 Non-cash interest expense on senior secured convertible notes (related party) 9,180 17,374 — Accretion of debt discount 7,571 6,242 4,812 Non-cash operating lease expense 5,555 5,369 — Impairment of right-of-use and long-lived assets 4,671 — — Provision for bad debts 1,693 727 966 Amortization expense of finance leases 1,652 2,413 — Amortization of deferred financing costs 1,560 1,078 955 Change in fair value of interest make-whole derivative 871 — — Deferred tax provision (benefit) 10 ( 3,727 ) 2,019 Change in fair value of financing derivatives ( 10,287 ) ( 5,100 ) 14,226 Change in fair value of warrant liability ( 4,894 ) 2,411 — Impairment of goodwill — 224,272 — Impairment of intangible asset — 17,308 — Change in fair value of investment in equity securities — 2,324 ( 1,443 ) Other 37 ( 2 ) 568 Changes in operating assets and liabilities: Accounts receivable 2,024 2,738 4,707 Prepaid expenses and other assets ( 6,283 ) 2,198 ( 2,891 ) Accounts payable, accrued expenses, and other liabilities ( 17,095 ) 10,438 ( 4,955 ) Contract liability and customer advances 7,341 ( 3,477 ) ( 30,013 ) Current operating lease liability ( 6,327 ) ( 7,638 ) — Insurance recoverable on litigation settlements — — 10,000 Net cash provided by (used in) operating activities 717 ( 4,636 ) ( 72,575 ) Investing activities : Capitalized internal-use software costs ( 15,078 ) ( 11,500 ) ( 9,608 ) Purchases of property and equipment ( 477 ) ( 2,736 ) ( 4,206 ) Proceeds from sale of investment in equity securities — 3,776 — Net cash used in investing activities ( 15,555 ) ( 10,460 ) ( 13,814 ) Financing activities : Principal payments on finance leases ( 1,754 ) ( 2,535 ) — Principal payments on capital lease and software license arrangements ( 367 ) ( 2,070 ) ( 9,006 ) Payments for taxes related to net share settlement of equity awards ( 117 ) ( 1,267 ) ( 5,263 ) Proceeds from the exercise of stock options 142 1,191 2,855 Proceeds from private placement, net of issuance costs paid — 19,752 — Proceeds from secured term note — 13,000 — Secured term note issuance costs — ( 350 ) — Proceeds from sale-leaseback financing transaction — 4,252 — Proceeds from borrowings on senior secured convertible notes (related party) — — 100,000 Senior secured convertible notes issuance costs — — ( 5,146 ) Financing proceeds received on subscription receivable (related party) — — 9,679 Net cash (used in) provided by financing activities ( 2,096 ) 31,973 93,119 Effect of exchange rate changes on cash, cash equivalents and restricted cash 902 ( 302 ) ( 1,657 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 16,032 ) 16,575 5,073 Cash, cash equivalents and restricted cash at beginning of period 66,773 50,198 45,125 Cash, cash equivalents and restricted cash at end of period $ 50,741 $ 66,773 $ 50,198 62 Table of Conte nt s As of December 31, 2020 2019 2018 Cash and cash equivalents $ 31,126 $ 46,590 $ 44,096 Restricted cash 19,615 20,183 6,102 Total cash, cash equivalents and restricted cash $ 50,741 $ 66,773 $ 50,198 Years Ended December 31, 2020 2019 2018 Supplemental cash flow disclosures : Interest paid ($ 21,420 , $ 3,046 and $ 7,484 of interest paid in 2020, 2019, and 2018 attributable to related party, respectively) $ 23,792 $ 4,081 $ 8,136 Income taxes paid, net of refunds 1,182 1,191 1,260 Supplemental non-cash activities : Settlement of restricted stock unit liability $ 3,065 $ 4,611 $ 15,818 Assets acquired through finance leases and software obligations 1,109 4,277 1,737 Change in accounts payable and accrued expenses related to capital expenditures 395 456 1,149 Leasehold improvements acquired through lease incentives 394 2,050 — Fair value of warrants issued in private placement — 10,798 — Repurchase of Common Stock in exchange for senior secured convertible notes — — 94,021 Shares issued in connection with settlement of litigation — — 90,768 Insurance recovery on litigation settlement — — 27,232 Fair value of financing derivatives issued with senior secured convertible notes — — 17,574 Common Stock warrants issued with senior secured convertible notes — — 5,733 Notes Option derivative liability settlement — — 5,700 Modification of debt in consideration for the reduction of the senior secured convertible note minimum cash balance requirement — — 4,000 See accompanying Notes to Consolidated Financial Statements. 63 Table of Conte nt s COMSCORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures audiences, consumer behavior and advertising across media platforms. Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its Chief Executive Officer, who decides how to allocate resources and assess performance. The Company has one operating segment. A single management team reports to the CODM, who manages the entire business. The Company's CODM reviews consolidated results of operations to make decisions, allocate resources and assess performance and does not evaluate the profit or loss from any separate geography or product line. Uses and Sources of Liquidity and Management's Plans The Company's primary need for liquidity is to fund working capital requirements and capital expenditures of its business. Since 2017, the Company has implemented certain organizational restructuring plans to reduce staffing levels, exit certain geographic regions, and rationalize its leased properties, to enable the Company to decrease its global costs, more effectively align resources to business priorities, and maintain compliance with its financial covenants, as described in Footnote 4 , Debt . The Company has secured the following long-term financing in order to increase its available working capital and fund ongoing operations: • During 2018, the Company entered into certain agreements with funds affiliated with or managed by Starboard Value LP (collectively, "Starboard"), pursuant to which the Company issued and sold to Starboard a total of $ 204.0 million in senior secured convertible notes (the "Notes") as well as warrants to purchase shares of the Company's common stock, par value $ 0.001 per share (the "Common Stock") in exchange for $ 100.0 million in cash and 4,000,000 shares of Common Stock. For additional information, refer to Footnote 4 , Debt . • On June 26, 2019, the Company issued 2,728,513 shares of Common Stock and four series of warrants in a private placement to CVI Investments, Inc. ("CVI") in exchange for gross cash proceeds of $ 20.0 million. On October 14, 2019, the Company issued 2,728,513 shares of Common Stock to CVI upon exercise by CVI of the Series C warrant. For additional information, refer to Footnote 5 , Stockholders' Equity. • On December 31, 2019, the Company's wholly owned subsidiary, Rentrak B.V., entered into an agreement with several third parties (collectively the "Noteholder") for a secured promissory note (the "Secured Term Note") in exchange for gross proceeds of $ 13.0 million. The Secured Term Note matures on December 31, 2021, is cash collateralized, and has an annual interest rate of 9.75 % that is payable monthly in arrears. For additional information, refer to Footnote 4 , Debt . As of December 31, 2020, the Company was in compliance with its covenants under the Notes and the Secured Term Note. On January 7, 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine Investor, LLC ("Pine"), pursuant to which, at the closing of the transactions contemplated thereby (the "Transactions"), the Company will issue and sell (a) to Charter, 27,509,203 shares of Series B Convertible Preferred Stock in exchange for $ 68.0 million, (b) to Qurate, 27,509,203 shares of Series B Convertible Preferred Stock in exchange for $ 68.0 million and (c) to Pine, 27,509,203 shares of Series B Convertible Preferred Stock in exchange for $ 68.0 million. The proceeds of the Transactions will be used to repay the Notes issued to Starboard. Additionally, in connection with the closing, the Company expects to repay the Secured Term Note and certain transaction-related expenses with cash from its balance sheet. The Transactions and related matters were approved by the Company's stockholders on March 9, 2021 and are expected to be completed on or around March 10, 2021. Repayment of the Notes and the Secured Term Note will result in the termination of the affirmative and negative covenants set forth in these instruments, including the Notes covenant requiring maintenance of certain minimum cash balances (currently $ 40.0 million), and is expected to improve the Company's financial position and liquidity. As a result, the Company believes the approved Transactions will provide it with adequate sources of funding to satisfy its estimated liquidity needs for at least one year after the date that these financial statements are issued. However, the Company cannot predict with certainty the outcome of its actions to generate liquidity or whether such actions would generate the expected liquidity as currently planned. 64 Table of Conte nt s 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 domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. Reclassification Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, current accrued litigation settlements have been aggregated within other current liabilities on the Consolidated Balance Sheets. In addition, non-current contract liabilities are now separately reported from other non-current liabilities on the Consolidated Balance Sheets. Use of Estimates and Judgments in the Preparation of the Consolidated Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") 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 judgments are inherent in the analysis and the measurement of: management's standalone selling price ("SSP"), principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill and intangible assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of financing-related liabilities and warrants, the allowance for doubtful accounts, and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. 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 GAAP 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 the 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 require the Company to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The Company's assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. For assets that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, operating right-of-use assets, intangible assets and goodwill. The Company recognizes these items at fair value when they are considered to be impaired or upon initial recognition. The fair value of these assets and liabilities are determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models. Fair Value of Financial Instruments Due to their short-term nature, the carrying amounts reported in the Company's Consolidated Financial Statements approximate the fair value for cash and cash equivalents, restricted cash including certificates of deposit, accounts receivable, accounts payable and accrued expenses, the current portion of contract liability and customer advances. The carrying values of finance lease obligations approximate their fair value as the interest rates for the lease term approximate market rates (Level 2). 65 Table of Conte nt s The fair values of the Company's financing derivatives are estimated using forward projections and are discounted back at rates commensurate with the remaining term of the related derivatives. The fair value of the interest reset liability is determined based on an estimate for the Company's credit rating, the premium attributable to the payment-in-kind feature of the Notes, and premium estimates for company-specific risk factors (together, the credit adjusted discount rate), the Company's Common Stock price at measurement date, the observable volatility of the Common Stock and risk-free rate. The fair value of the change in control redemption derivative liabilities is determined based on the probability of change of control, credit adjusted discount rate, and risk-free rate. The fair value of the Notes is determined using the credit adjusted discount rate, the Company's Common Stock price at the valuation date, risk-free rate and volatility commensurate with the remaining term of the Notes. The fair value of the Company's Secured Term Note is determined using future cash flows that are discounted back at a risk-free rate commensurate with the expected remaining term of the debt. The fair value of the Company's interest make-whole derivative is estimated using forward projections of estimated cash payments at the closing date discounted back to the valuation date at rates commensurate with the estimated remaining term of the related derivative. Cash and Cash Equivalents The Company considers highly liquid investments with an original maturity of three months or less at the time of purchase and qualifying money-market funds as cash equivalents. Cash and cash equivalents are maintained with several financial institutions domestically and internationally. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company monitors this credit risk and makes adjustments to the concentrations as necessary. Restricted Cash Restricted cash represents the Company's cash collateral requirements under the Secured Term Note, outstanding letters of credit, and corporate credit card obligations. As of December 31, 2020 and 2019, the Company had $ 19.6 million and $ 20.2 million of restricted cash, respectively, of which $ 0.5 million and $ 1.0 million was held in certificates of deposit as of December 31, 2020 and 2019, respectively. As of December 31, 2020, certificates of deposit in the amount of $ 0.1 million will mature within one year. Allowance for Doubtful Accounts The Company generally grants uncollateralized credit terms to its customers and maintains an allowance for doubtful accounts to reserve for uncollectible receivables. Allowances are based on management's judgment, which considers historical collection experience adjusted for current conditions or expected future conditions based on reasonable and supportable forecasts, a specific review of all significant outstanding receivables, an assessment of company-specific credit conditions and general economic conditions. For 2020, management considered the impact of the COVID-19 pandemic, including customer payment delays and requests from customers to revise contractual payment terms, in determining the Company's allowance for doubtful accounts which resulted in an increase of the allowance. The following is a summary of the allowance for doubtful accounts: Years Ended December 31, (In thousands) 2020 2019 Beginning Balance $ ( 1,919 ) $ ( 1,597 ) Bad debt expense ( 1,693 ) ( 727 ) Recoveries ( 300 ) ( 481 ) Write-offs 1,155 886 Ending Balance $ ( 2,757 ) $ ( 1,919 ) Property and Equipment, net Property and equipment is recorded at cost, net of accumulated depreciation, and is depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from 3 to 5 years. Assets under finance leases are recorded at their net present value at the commencement of the lease. Assets under finance 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 expensed as incurred. Capitalized Software Capitalized software, which is included in property and equipment, net, consists of costs to purchase and develop internal-use software, which the Company uses to provide services to its clients. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once this software is ready for use in 66 Table of Conte nt s the Company's products, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is typically assessed to be 3 to 5 years. During the years ended December 31, 2020, 2019 and 2018 the Company capitalized $ 15.0 million, $ 11.9 million, and $ 9.6 million in internal-use software costs, respectively. The Company depreciated $ 9.1 million, $ 4.8 million and $ 1.3 million in capitalized internal-use software costs during the years ended December 31, 2020 2019, and 2018 respectively. Certain costs incurred for implementation, setup, and other upfront activities in a hosting arrangement that is a service contract are capitalized within other non-current assets in the Consolidated Balance Sheets. Once the implementation has been completed, the capitalized amounts are amortized on a straight-line basis over the remaining noncancelable term of the hosting arrangement, including options to extend the hosting arrangement when it is reasonably certain the options will be exercised. The Company capitalized $ 3.2 million and $ 1.0 million of implementation costs during the years ended December 31, 2020 and 2019. Amortization of these costs has not commenced as the implementation activities are not complete. 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 valuation of intangible assets and goodwill involves the use of management's estimates and assumptions and can have a significant impact on future operating results. The Company initially records its intangible assets at fair value. Intangible assets with finite lives are amortized over their estimated useful lives while goodwill is not amortized but is evaluated for impairment at least annually, as of October 1, by comparing the fair value of a reporting unit to its carrying value including goodwill recorded by the reporting unit. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company initially assesses qualitative factors to determine if it is necessary to perform the goodwill impairment review. Goodwill is reviewed for impairment if, based on an assessment of the qualitative factors, it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company decides to bypass the qualitative assessment. The carrying value of the reporting unit is reviewed utilizing a combination of the discounted cash flow model and a market value approach. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term growth projections, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macro-economic conditions. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record a non-cash impairment charge. The Company completed its annual assessment on October 1, 2020, and there was no impairment of goodwill at the assessment date. The Company performed an interim analysis as of June 30, 2019 and determined that goodwill was then impaired. Refer to Footnote 9 , Goodwill and Intangible Assets for further information. The Company completed its annual assessment on October 1, 2019, and there was no additional impairment of goodwill at the assessment date. No goodwill impairment charges were recognized during the year ended December 31, 2018. Intangible assets with finite lives are generally amortized using the straight-line method over the following useful lives: Useful Lives (Years) Acquired methodologies and technology 2 to 7 Acquired software 3 Customer relationships 3 to 7 Intellectual property 2 to 13 Panel 1 to 7 Trade Names 2 to 6 Other 6 to 8 Impairment of Right-of-use and Long-Lived Assets The Company's long-lived assets consist of property and equipment and finite-lived intangible assets. The Company evaluates 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 group to its carrying amount. Recoverability measurement and estimation of undiscounted cash flows are 67 Table of Conte nt s 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 group, the Company records an impairment loss equal to the excess of the asset group'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, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances. The Company performed an interim analysis as of June 30, 2019, as events or changes in circumstances indicated the carrying value of certain assets may not be recoverable, and determined that the Company's strategic alliance (the "strategic alliance") with WPP plc and its affiliates ("WPP") was impaired. Refer to Footnote 9 , Goodwill and Intangible Assets for further information. The Company applies the provisions of Accounting Standards Codification ("ASC") 360, Property, Plant and Equipment , to determine whether right-of-use ("ROU") assets and related long-lived assets may be impaired. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. For facility lease ROU and related long-lived assets, the Company compares the estimated undiscounted cash flows generated by a sublease to the current carrying value of the ROU and related long-lived assets. If the undiscounted cash flows are less than the carrying value of the ROU and related long-lived assets, the Company records an impairment loss equal to the excess of the ROU and long-lived assets' carrying value over their fair value consistent with other long-lived assets. The Company performed an interim analysis as of March 31, 2020, as changes in market conditions indicated the carrying value of certain facility lease ROU and other long-lived assets may not be recoverable, and determined that certain ROU assets, and related leasehold improvements, were impaired. The Company recorded a $ 4.7 million non-cash impairment charge related to its ROU assets, and related leasehold improvements, with corresponding reductions of $ 2.8 million and $ 1.9 million to the operating right-of-use assets and property and equipment, net line items, respectively, in the Consolidated Balance Sheet. The impairment charge was driven by changes in the Company's projected undiscounted cash flows for certain properties, primarily as a result of changes in the real estate market related to the COVID-19 pandemic, that led to an increase in the estimated marketing time, and a reduction of expected receipts, for properties on the market for sublease. The fair value of these ROU assets, and related leasehold improvements, was estimated using an income approach and a discount rate of 12 %. Although the Company believes that the carrying values of its long-lived assets are appropriately stated as of December 31, 2020, future changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances. Accounting for Warrants In 2019, the Company issued warrants to CVI in connection with the private placement described in Footnote 1 , Organization . The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of a net cash settlement feature associated with a cap on the issuance of shares under certain circumstances. Changes in the fair value of these instruments are immediately recorded in other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of the warrants is determined using a Monte Carlo simulation analysis within an option pricing model. The fair value estimate is determined using an estimate for the Company's cost of debt, probability of change of control, dividend yield, risk-free rate, remaining term of the warrants and volatility. The fair values of the warrants are estimated using forward projections of stock issuances with relative certainty and estimated payments at each exercise date discounted back to the valuation date with the remaining term of the related warrants. The primary sensitivity in the valuation of each warrant liability is driven by the Common Stock price at the measurement date and the observable volatility of the Common Stock. Equity Securities The Company sold its remaining investment in equity securities during 2019 for gross cash proceeds of $ 3.8 million. Changes in the investment's fair value were reported in other income (expense), net as they occurred; therefore, the sale of this investment did not result in a gain or loss in the Consolidated Statements of Operations and Comprehensive Loss. Leases The Company adopted ASC 842, Leases , with an initial application date of January 1, 2019, using the modified retrospective method with optional transaction relief, under which the Company did not restate prior comparative periods and instead recorded an adjustment to stockholders' equity as of the date of initial implementation for the cumulative impact of adoption. The adoption of ASC 842 did not have a material impact on the Consolidated Statements of Operations and Comprehensive Loss. The Company's lease portfolio is comprised of two major classes. Real estate leases, which are the majority of the Company's leased assets, are accounted for as operating leases. Computer equipment leases are generally accounted for as finance leases. 68 Table of Conte nt s The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. Operating ROU assets also include the impact of any lease incentives. For any leases in which an asset is not specifically identified, the Company performs a discrete analysis to identify whether there is an implicitly identified asset based on the contractual or other known requirements, such as the presence of substantive substitution rights on the part of the supplier or the right of the Company to sublease the asset. As part of this analysis, the Company also determines whether there are any restrictions on the use of the asset placed on the Company that are not considered protective rights on the part of the supplier and thus would allow the Company to assume which specific assets have been identified. The Company identifies separate lease and non-lease components within the contract. Non-lease components primarily include payments for common-area maintenance and management charges. The Company has elected to combine lease and non-lease payments and account for them together as a single lease component, which increases the amount of the Company's ROU assets and lease liabilities. The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate, because the interest rate implicit in the Company's leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company's current discount rates range from 10.6 % to 15.0 % depending on the term of the lease. The Company's lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company's operations to determine the lease term. The Company generally uses the base, non-cancelable, lease term when determining the ROU assets and lease liabilities. Payments under the Company's lease arrangements are primarily fixed; however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the measurement of ROU assets and lease liabilities. These amounts include payments affected by changes in the Consumer Price Index and payments for common-area maintenance, real estate taxes and utilities, which are based on usage or performance. Operating leases are included in operating ROU assets, current operating lease liability, and non-current operating lease liability in the Consolidated Balance Sheets. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. Finance lease activity is included in property and equipment, net; current finance lease liabilities are aggregated into other current liabilities; and non-current finance lease obligations are aggregated in other non-current liabilities in the Company's Consolidated Balance Sheets. Finance ROU assets are amortized on a straight-line basis over their estimated useful lives. The execution of a sublease where remaining lease payments on the head lease exceed the anticipated sublease receipts reflects an indication of impairment which suggests the carrying value of the ROU asset may not be recoverable. The Company treats operating lease ROU assets as financing transactions, thereby excluding the operating lease liability and related lease payments from the head lease, for purposes of testing recoverability. The Company compares the estimated undiscounted cash flows generated by the sublease to the current carrying value of the ROU asset. If the undiscounted cash flows are less than the carrying value of the ROU asset, the Company records an impairment loss equal to the excess of the ROU asset's carrying value over its fair value consistent with other long-lived assets. Income from subleased properties is recognized on a straight-line basis and presented as a reduction of costs, allocated among operating expense line items, in the Company's Consolidated Statements of Operations and Comprehensive Loss. In addition to sublease rent, variable non-lease costs such as common-area maintenance and utilities are charged to subtenants over the duration of the lease for their proportionate share of these costs. These variable non-lease income receipts are recognized in operating expenses as a reduction to costs incurred by the Company in relation to the head lease. The Company determines the nature of a sale-leaseback transaction based on the determination of whether the transaction qualifies as a sale and whether there is a transfer in the control of assets. If the transaction does not qualify as a sale, the Company recognizes the transaction as a failed sale-leaseback transaction (financing arrangement). The Company records a financing obligation, and the assets that are included in the failed sale-leaseback transaction remain on the Consolidated Balance Sheets until the end of the lease term. Foreign Currency Generally, the functional currency of the Company's foreign subsidiaries is the local currency. In those cases where the transaction is not denominated in the functional currency, the Company revalues the transaction to the functional currency and records the translation gain or loss in the Company's Statements of Operations and Comprehensive Loss. Assets and liabilities are translated at the current exchange rate as of the end of the year, and revenues and expenses are translated at average exchange rates in effect during the year. The gain or loss resulting from the process of translating a foreign subsidiary's functional currency financial statements into U.S. Dollars ("USD") is reflected as foreign currency cumulative translation adjustment and reported as a component of accumulated other 69 Table of Conte nt s comprehensive loss. The translation adjustment for intercompany foreign currency loans that are permanent in nature are also recorded as accumulated other comprehensive loss. Translation adjustments on intercompany accounts that are short term in nature are recorded as gain (loss) from foreign currency transactions. For foreign entities where USD is the functional currency, re-measurement of gains and losses related to deferred tax assets and liabilities are reflected in income tax provision in the Company's Statements of Operations and Comprehensive Loss. Revenue Recognition The Company applies the provisions of ASC 606, Revenue from Contracts with Customers , and all related applicable guidance. The Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company's contracts with customers may include multiple promised goods and services. Contracts with multiple performance obligations typically consist of a mix of subscriptions to the Company's online database, customized data services, and delivery of periodic custom reports based on information obtained from the database. In such cases, the Company identifies performance obligations by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined as one performance obligation. Once the Company identifies the performance obligations, the Company will determine the transaction price based on contractually fixed amounts and an estimate of variable consideration. The Company allocates the transaction price to each performance obligation based on relative SSP. Judgment is exercised to determine the SSP of each distinct performance obligation. The Company will constrain estimates of variable consideration based on its expectation of recovery from the customer. Some sources of variable consideration such as refunds, penalties, or allowances will reduce transaction price. These sources of variable consideration are relatively infrequent and generally not significant. The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring promised goods or services to a customer. Customers may obtain the control of promised goods or services over time or at a point in time. The Company recognizes revenue net of sales taxes remitted to government authorities. In general, transaction price is determined by estimating the fixed amount of consideration to which the Company is entitled for transfer of goods and services and all relevant sources and components of variable consideration. Variable consideration is estimated based on the most likely amount or expected value approach, depending on which method the Company expects to better predict the amount of consideration to which it will be entitled. Once the Company elects one of the methods to estimate variable consideration for a particular type of performance obligation, the Company will apply that method consistently. Subscription-based revenues are typically recognized on a straight-line basis over the access period, which ranges from three to thirty-six months . Revenue for validated Campaign Essentials ("vCE") and Comscore Campaign Ratings ("CCR") is recognized over time, either on a time-elapsed basis, as the Company is providing services that the customer is continuously consuming and receiving benefit from, or on an output method, such as volume of impressions processed. Activation products vary in nature, and can be recognized over time, generally on an input method time-elapsed basis, as the Company provides continuous tracking of activity. Other activation products are delivered at a point in time, based on custom attributes agreed upon by customers and the Company. The Company's customized data services are delivered in the form of custom recurring reports or ad hoc reports. Custom report performance obligations, in general, are transferred at a point in time once the product has been delivered to the customer. Survey products vary in nature and can be recognized at a point in time, generally on an output method report delivery basis, once the final report has been delivered to the customer. Other survey products are recognized over time, generally on a time-elapsed basis, as the Company provides access to continuous reporting on survey results through a user interface. Survey services consist of survey design with subsequent data collection, analysis and reporting. For performance obligations satisfied at a point in time, the Company evaluates a number of factors to determine whether control of goods and services has been transferred. The Company considers whether there is a present right to payment and whether the customer has accepted the asset. In many instances the Company has objective evidence of the acceptance criteria, while in other cases the acceptance provisions are substantive, and the customer must affirmatively signal acceptance. The preceding two factors are not the only factors that may be considered. Other considerations include, but are not limited to, whether risks and rewards of ownership have been transferred for a particular product. For the majority of its products and services, the Company applies an adjusted market assessment approach for the determination of SSP for identified performance obligations. In general, the Company bundles multiple products and very few are sold on a standalone basis. The Company uses rate cards and pricing calculators that are periodically reviewed and updated to reflect the latest sales data and observable inputs by industry, channel, geography, customer size, and other relevant groupings. Certain products are sold on a standalone basis in a narrow band of prices. If a product is sold outside of the narrow band of prices, it will be assigned the midpoint of the narrow band for purposes of allocating transaction price on a relative SSP basis. 70 Table of Conte nt s Customers may have the right to cancel their contracts by providing a written notice of cancellation, although most subscription-based contracts are non-cancelable. If a customer cancels its contract, the customer is generally not entitled to a refund for prior services. In the event a portion of a contract is refundable, revenue recognition is delayed until the refund provision lapses. For multi-year contracts with annual price increases and no opt out clauses, the total consideration for each of the years included in the contract term will be combined and recognized on a straight-line basis over the term of the contract. The Company may enter into multiple contracts with a single counterparty at or near the same time. The Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated as a package with a single commercial objective, (ii) consideration to be paid in one contract depends on the price or performance of the other contract, and (iii) goods or services promised are a single performance obligation. For transactions that involve third parties, the Company evaluates whether the Company is the principal, in which case the Company recognizes revenue on a gross basis. If the Company is an agent, the Company recognizes revenue on a net basis. In certain countries, the Company may use third-party resellers to sell its products and services. In these transactions, the Company is generally the principal as the Company controls the products and services and is primarily responsible for providing them to the end user. The Company also has certain revenue share arrangements that involve the use of partner data in its sales to end users or the use of its data in partner sales to end users. In these arrangements, the Company assesses which party controls the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price. The Company enters into a limited number of monetary contracts with multichannel video programming distributors ("MVPDs") that involve both the purchase and sale of services with a single counterparty. The Company assesses each contract to determine if the revenue and expense should be presented gross or net. In some instances, the Company may provide free distinct goods or services as a form of non-cash consideration to the counterparty. The Company recognizes revenue for these contracts to the extent that SSP is established for distinct services provided. Any excess consideration above the established SSP of services is presented as an offset to cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Contract Balances Accounts receivable are billed and unbilled amounts related to the Company's rights to consideration as performance obligations are satisfied when the rights to payment become unconditional but for the passage of time. Contract assets are included in prepaid expenses and other current assets within the Consolidated Balance Sheets. Contract assets represent the Company's right to consideration in exchange for goods or services transferred to the customer either prior to the receipt of consideration or before payment is due. Contract payments are generally due in advance for subscription-based services or prior to delivery of custom reports. If a contract exists under ASC 606, advance payments are recorded as a contract liability or a customer advance until the performance obligations are satisfied and revenue is earned. Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, for which transfer of control of the good or service occurs at a later point in time. Customer advances relate to amounts billed in advance, or advance considerations received from customers, for contracts with termination rights for which transfer of control of the good or service occurs at a later point in time. Contract liabilities and customer advances to be recognized in the succeeding twelve-month period are classified as current and the remaining amounts are classified as non-current liabilities within the Consolidated Balance Sheets. Transaction Price Allocated to the Remaining Performance Obligations The Company elected an optional exemption to not disclose information about remaining performance obligations that have an original expected duration of one year or less, or where the transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation, or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance. Costs to Obtain or Fulfill a Contract The Company elected the practical expedient to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets is one year or less. These costs include commission programs to compensate employees for obtaining new contracts and are included in selling and marketing expense. Certain costs to fulfill are capitalized in relation to long-term contracts wherein the transfer of goods and services will occur at a point in time. In addition, the Company capitalizes costs to fulfill for long-term contracts that are incurred during a setup period prior to transferring control of the good or service over time. These costs include dedicated employees, subcontractors, and other third-party costs. The Company will assess capitalized costs to fulfill at each reporting period for recoverability. These costs are included in cost of revenue and are recognized in the same manner as the corresponding performance obligation. 71 Table of Conte nt s Cost of Revenues Cost of revenues consists primarily of costs to produce the Company's products including viewing data from MVPDs, census-based, panel and other third-party data as well as costs to operate its network infrastructure including data center, data storage and compliance costs. Other costs include amortization of capitalized fulfillment costs, employee costs including stock-based compensation, depreciation related to assets used to maintain the network and produce products and allocated overhead, including rent and depreciation expenses generated by general purpose equipment and software. Selling and Marketing Selling and marketing expenses consist primarily of salaries, commissions, stock-based compensation, benefits and bonuses for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, product management, seminars, promotional materials, public relations, other sales and marketing programs, and allocated overhead, including rent and other facilities related costs, and depreciation. General and Administrative General and administrative expenses consist primarily of salaries, stock-based compensation, benefits and related costs for executive management, finance, accounting, human capital, legal, information technology and other administrative functions, as well as professional fees and allocated overhead, including rent and other facilities related costs, depreciation and expenses incurred for other general corporate purposes. Research and Development Research and development expenses consist primarily of salaries, stock-based compensation, benefits and related costs for personnel associated with research and development activities, as well as allocated overhead, including rent and other facilities related costs, and depreciation. Investigation and Audit Related Investigation expenses are professional fees associated with legal and forensic accounting services rendered as a result of an internal Audit Committee investigation into matters related to the Company's revenue recognition practices, disclosures, internal controls, corporate culture and employment practices prior to 2017. Audit related expenses consist of professional fees associated with accounting related consulting services and external auditor fees associated with the audit of the Company's prior-year financial statements. Also included are litigation related expenses, which include legal fees associated with various lawsuits or investigations that were initiated either directly or indirectly as a result of the Audit Committee's investigation. Other Income (Expense), Net The following is a summary of other income (expense), net: Years Ended December 31, (In thousands) 2020 2019 2018 Change in fair value of financing derivatives $ 10,287 $ 5,100 $ ( 14,226 ) Change in fair value of warrants liability 4,894 ( 2,411 ) — Change in fair value of interest make-whole derivative ( 871 ) — — Change in fair value of investment in equity securities — ( 2,324 ) 1,443 Transition services agreement income — 534 9,029 Other 244 755 2,290 Total other income (expense), net $ 14,554 $ 1,654 $ ( 1,464 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company maintains cash deposits with financial institutions that, from time to time, exceed applicable insurance limits. The Company reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. With respect to accounts receivable, credit risk is mitigated by the Company's ongoing credit evaluation of its customers' financial condition. 72 Table of Conte nt s Debt Issuance Costs The Company reflects debt issuance costs in the Consolidated Balance Sheets as a direct deduction from the gross amount of debt, consistent with the presentation of a debt discount. Debt issuance costs are amortized to interest expense, net over the term of the underlying debt instrument, utilizing the effective interest method. Derivative Financial Instruments The Company has derivative financial instruments that are not hedges and do not qualify for hedge accounting. Changes in the fair value of these instruments are recorded in other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. Stock-Based Compensation The Company estimates the fair value of stock-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 restricted stock units ("RSUs") and restricted stock awards is based on the closing price of the Company's Common Stock on the date of grant. The Company amortizes the fair value of awards expected to vest on a 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. The determination of the fair value of the Company's stock option awards is based on a variety of factors, including, but not limited to, the Company's Common Stock price, risk-free rate, expected stock price volatility over the expected life of awards, dividend yield and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for stock-based awards at the dates of grant based on historical experience and adjusted for future expectation. The Company performs a review of the forfeiture rate assumption at least annually or as deemed necessary if there are changes that could potentially significantly impact the future rate of forfeiture of its stock-based awards. The forfeiture estimate is revised as necessary if actual forfeitures differ from these estimates. The Company issues stock options with a vesting period based solely upon the passage of time (service vesting). In considering expected exercise behavior the Company applies the simplified method for plain-vanilla options due to the lack of significant historical exercise experience. For non-employee options that do not qualify as plain-vanilla the Company generally elects to apply the contractual term of the award. The Company issues RSU awards with restrictions that lapse upon the passage of time (service vesting), achieving performance targets, fulfillment of market conditions or a combination thereof. For those RSU awards with only service vesting, the Company recognizes compensation cost on a straight-line basis over the service period. For awards with performance conditions only, or performance and service conditions, the Company starts recognizing compensation cost over the remaining service period when it is probable the performance conditions will be met. Stock awards that contain performance vesting conditions are excluded from diluted earnings per share ("EPS") computations until the contingency is met as of the end of that reporting period. For awards with market conditions, the Company recognizes compensation cost over the remaining service period, with the effect of the market condition reflected in the calculation of the award's fair value at the grant date. The Company values awards with market conditions using certain valuation techniques, such as a Monte Carlo simulation analysis. The Company determines the requisite service period based on the longer of the explicit service period and the derived service period. Stock awards that contain market vesting conditions are included in the computations of diluted EPS reflecting the number of shares that would be issued based on the current market price at the end of the period being reported on, if their effect is dilutive. Under the Company's annual incentive compensation plan, the Company may grant immediate or future vesting RSUs to certain employees. For these awards, stock-based compensation expense is recognized over the requisite service period, which generally precedes the grant date. The Company accrues stock-based compensation expense for these awards until the date of grant. 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. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. 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 the reversal of existing taxable temporary differences and 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, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. 73 Table of Conte nt s For certain tax positions, the Company uses a more-likely-than-not 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. In December 2017, U.S. tax reform legislation known as the Tax Cuts and Jobs Act (the "TCJA") was signed into law. The Company determined the effects of certain provisions, including but not limited to: a reduction in the corporate tax rate from 35% to 21%, a limitation of the deductibility of certain officers' compensation, a limitation on the current deductibility of net interest expense in excess of 30% of adjusted taxable income, a limitation of net operating losses generated after 2018 to 80% of taxable income, an incremental tax (base erosion anti-abuse or "BEAT") on excessive amounts paid to foreign related parties, and a minimum tax on certain foreign earnings in excess of 10% of the foreign subsidiaries tangible assets (global intangible low-taxed income or "GILTI"). As part of its GILTI review, the Company has determined that it will account for GILTI income as it is generated (i.e., treat it as a period expense). Given the Company's loss position in the U.S. and the valuation allowance recorded against its U.S. net deferred tax assets, these provisions have not had a material impact on the Company's consolidated financial statements. Loss Per Share Basic net loss per common share excludes dilution for potential Common Stock issuances and is computed by dividing net loss by the weighted-average number of shares of Common Stock outstanding for the period. 250,000 shares of Common Stock issuable upon the exercise of warrants ("penny warrants") were included in the number of outstanding shares used for the computation of basic net loss per share prior to the exercise of those warrants in April 2019. In periods with a reported net loss, the effect of anti-dilutive stock options, stock appreciation rights, restricted stock units, senior secured convertible notes and warrants are excluded and diluted loss per share is equal to basic loss per share. The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Years Ended December 31, 2020 2019 2018 Stock options, stock appreciation rights, restricted stock units, senior secured convertible notes and warrants 16,724,946 12,443,032 8,392,748 Comprehensive Loss Comprehensive loss consists of net loss and foreign currency translation adjustments. Accounting Standards Recently Adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) , which removes and modifies certain disclosure requirements under Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and to delay adoption of the additional disclosures until their effective date. The Company adopted the new standard effective January 1, 2020, and the standard did not have a material impact on the Consolidated Financial Statements or related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires consideration of forward-looking information to calculate credit loss estimates. These changes will result in an earlier recognition of credit losses. The amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company's financial assets held at amortized cost include certificates of deposit, accounts receivable and contract assets. The Company adopted the new standard effective January 1, 2020, and the standard did not have a material impact on the Consolidated Financial Statements or related disclosures based on historical collection trends, the financial condition of payment partners, and external market factors. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which simplifies the accounting for income taxes by eliminating certain exemptions as well as a few other changes. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and to delay adoption of the additional disclosures until their effective date. The Company is in the process of evaluating the guidance but does not believe that the adoption of this standard will have a material impact on the Consolidated Financial Statements or related disclosures. 74 Table of Conte nt s In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40), which simplifies accounting for convertible instruments, enhances disclosure requirements related to the terms and features of convertible instruments, and amends the guidance for the derivatives scope exception for contracts settled in an entity's own equity. The amendments are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but not earlier than periods beginning after December 15, 2020. The Company is in the process of evaluating the guidance but does not believe that the adoption of this standard will have a material impact on the Consolidated Financial Statements or related disclosures. 3. Revenue Recognition The following table presents the Company's revenue disaggregated by solution group, geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer. The Company has one reportable segment in accordance with ASC 280, Segment Reporting ; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment. Years Ended December 31, (In thousands) 2020 2019 2018 By solution group: Ratings and Planning (1) $ 253,652 $ 271,623 $ 285,355 Analytics and Optimization (1) 69,080 74,725 92,380 Movies Reporting and Analytics 33,304 42,297 41,747 Total $ 356,036 $ 388,645 $ 419,482 By geographical market: United States $ 310,717 $ 336,087 $ 359,379 Europe 27,447 30,619 34,623 Latin America 6,275 10,326 13,179 Canada 7,046 7,046 7,882 Other 4,551 4,567 4,419 Total $ 356,036 $ 388,645 $ 419,482 By timing of revenue recognition: Products and services transferred at a point in time $ 77,398 $ 93,036 $ 113,583 Products and services transferred over time 278,638 295,609 305,899 Total $ 356,036 $ 388,645 $ 419,482 (1) In the second quarter of 2020, the Company began classifying revenue from certain new and extended custom agreements for services that utilize its syndicated data set, previously classified under Analytics and Optimization, as Ratings and Planning. The impact was not material to either solution group. Contract Balances The following table provides information about receivables, contract assets, contract costs, contract liabilities and customer advances from contracts with customers: As of December 31, (In thousands) 2020 2019 Accounts receivable, net $ 69,379 $ 71,853 Current and non-current contract assets 4,037 1,035 Current and non-current contract costs 430 799 Current contract liabilities 58,529 58,158 Current customer advances 12,477 9,886 Non-current contract liabilities 4,156 291 Current and non-current contract assets as of December 31, 2020 increased from the prior year due primarily to the Company providing payment deferrals, in exchange for contract extensions, on certain of its movies contracts because of theater closures as a result of the COVID-19 pandemic. Non-current contract liabilities as of December 31, 2020 increased from the prior year due primarily to a large upfront payment received on a new multi-year contract. 75 Table of Conte nt s Significant changes in the current contract liabilities balances are as follows: Contract Liability (Current) Years Ended December 31, (In thousands) 2020 2019 Revenue recognized that was included in the opening contract liabilities balance $ ( 53,226 ) $ ( 58,918 ) Cash received or amounts billed in advance and not recognized as revenue 50,836 53,881 Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2020, approximately $ 210 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts. The Company expects to recognize revenue on approximately 63 % of these remaining performance obligations in 2021, and approximately 28 % in 2022, with the remainder recognized thereafter. Costs to Obtain or Fulfill a Contract For the years ended December 31, 2020, 2019 and 2018, amortized and expensed contract costs were $ 1.4 million, $ 1.9 million and $ 2.3 million, respectively. 4. Debt Issuance and Sale of Initial Notes On January 16, 2018, the Company entered into certain agreements with Starboard, pursuant to which, among other things, the Company issued and sold to Starboard $ 150.0 million of senior secured convertible notes (the "Initial Notes") in exchange for $ 85.0 million in cash and 2,600,000 shares of Common Stock valued at $ 65.0 million. Based upon the fair value of the Common Stock on the closing date of the Initial Notes issuance, January 16, 2018, which was $ 24.45 per share, the difference of $ 1.4 million was recorded as an issuance discount to the Initial Notes. The Company also granted to Starboard an option (the "Notes Option") to acquire up to an additional $ 50.0 million in senior secured convertible notes (the "Option Notes" and together with the Initial Notes, the "Notes") and agreed to grant Starboard warrants to purchase 250,000 shares of Common Stock at a price of $ 0.01 per share, as adjusted pursuant to the terms of the warrants. The warrants were issued on October 12, 2018 and were exercised in full by Starboard on April 3, 2019 for 323,448 shares of Common Stock. The conversion price for the Notes (the "Conversion Price") is equal to a 30 % premium to the volume weighted average trading prices ("VWAP") of the Common Stock on each trading day during the 10 consecutive trading days commencing on January 16, 2018, subject to a Conversion Price floor of $ 28.00 per share. In accordance with the foregoing, the Conversion Price was set at $ 31.29 per share. The Notes mature on January 16, 2022. As described in Footnote 1 , Organization, and Footnote 16 , Subsequent Events, on March 9, 2021, the Company's stockholders approved Transactions for which the proceeds will be used to repay the Notes prior to maturity. Based upon the determination of the Conversion Price, interest on the Notes accrued at 6.0 % per year through January 30, 2019. On January 30, 2019, the interest rate reset to 12.0 % through January 30, 2020. On January 30, 2020, the interest rate reset and remained at 12.0 % through February 1, 2021. On February 1, 2021, the interest rate was determined to remain at 12.0 % through maturity based on the reset calculation. The interest rate reset feature of the Initial Notes was determined by management to be a derivative instrument that qualifies for liability treatment. The derivative instrument is initially measured at fair value and classified as a liability on the balance sheet, with subsequent changes in fair value being recorded in earnings. To determine the fair value of the interest rate reset feature, management utilized a "with-and-without" convertible bond model, modified to incorporate the interest rate reset feature, using the following key assumptions: • Credit Adjusted Discount Rate : The Company estimated a market-based discount rate of 25.0 %. • Stock Price : The stock price was measured using the fair value of the Common Stock on the closing date of the Initial Notes issuance, January 16, 2018, which was $ 24.45 per share. • Volatility : Based on the historical volatility of the Company's Common Stock, determined to be 41.3 % as of the valuation date. • Term : Based on the time period of the Notes maturity, 4 years. • Risk Free Rate : Assumed to be 2.2 % based on the Federal Reserve bond yield. Based upon the modified convertible bond model utilized by management, the fair value of the interest rate reset feature was determined to be $ 6.4 million as of January 16, 2018 and was recognized as an issuance discount for the Initial Notes at inception. 76 Table of Conte nt s Interest on the Initial Notes is payable on a quarterly basis in arrears beginning on April 1, 2018, at the option of the Company, in cash, or, subject to certain conditions, through the issuance by the Company of additional shares of Common Stock (the "PIK Interest Shares"). Any PIK Interest Shares so issued will be valued at the arithmetic average of the VWAP of the Common Stock on each trading day during the 10 consecutive trading days ending immediately preceding the applicable interest payment date. On each of January 2, 2020, April 1, 2020 and July 1, 2020, the Company paid quarterly accrued interest of $ 6.1 million in cash. On October 1, 2020, the Company paid quarterly accrued interest of $ 6.1 million through the issuance of 1,474,201 PIK Interest Shares and $ 3.1 million in cash. On January 25, 2021, the Company paid its quarterly accrued interest of $ 6.1 million through the issuance of 2,802,454 PIK Interest Shares. The interest paid on January 25, 2021 was classified within other non-current liabilities in the Consolidated Financial Statements as of December 31, 2020. For the remaining interest payment from January 1, 2021 through the closing of the Transactions, the Company intends to pay interest due through the issuance of PIK Interest Shares. Management evaluated the Notes Option and determined that it met the definition of a derivative as it represented a written option. The Notes Option qualified for liability treatment and was initially measured at fair value, with subsequent changes in fair value being recorded in earnings. To determine the fair value of the Notes Option, management utilized an option pricing model as the option represents a put option that gains value as the underlying asset (Common Stock) decreases in value. The following key assumptions were utilized in the Company's estimate of the fair value of the Notes Option derivative: • Stock Price : The stock price was measured using the fair value of the Common Stock on the closing date of the Initial Notes issuance, January 16, 2018, which was $ 24.45 per share. • Volatility : Based on the historical volatility of the Company's Common Stock, determined to be 38.4 % as of the valuation date. • Term : Based on the time period of the Notes Option, 6 months. • Risk Free Rate : Assumed to be 1.6 % based on the Federal Reserve bond yield with a term commensurate with the remaining life of the Notes Option. Based upon the option pricing model utilized, management estimated the fair value of the Notes Option as of January 16, 2018 to be $ 2.1 million. The fair value was recognized as an issuance discount for the Initial Notes at inception. The Initial Notes contain redemption provisions whereby, upon the occurrence of certain change of control transactions, a holder would have the right to require the Company to redeem all or any portion of such holder's outstanding Initial Notes for cash at a price determined in accordance with the terms of the Initial Notes (the "make-whole change of control redemption"). Management evaluated this make-whole change of control redemption feature and determined that it represented an embedded derivative that must be bifurcated and accounted for separately from the Initial Notes. The make-whole change of control derivative is treated as a liability, initially measured at fair value with subsequent changes in fair value recorded in earnings. Management utilized a probability-adjusted binomial lattice model to determine the fair value of the make-whole change of control derivative, with the following key assumptions: • Probability : The Company utilized a range between 0 % and 10 % to estimate the likelihood of occurrence. • Term : Based on the time period of the feature, 4 years. • Risk Free Rate : Assumed to be 2.2 % based on the U.S. Treasury bonds on the valuation date with a term commensurate with the remaining life of the change of control derivative. Based on the binomial lattice model, the Company determined the fair value of the make-whole redemption provision as of January 16, 2018 to be $ 4.4 million. The fair value was recognized as an issuance discount of the Initial Notes at inception. See "Notes Modifications" below. The Notes contain certain affirmative and restrictive covenants with which the Company must comply, including (i) covenants with respect to limitations on additional indebtedness, (ii) limitations on liens, (iii) limitations on certain payments, (iv) maintenance of certain minimum cash balances (currently $ 40.0 million), and (v) the timely filing of certain disclosures with the SEC. The Company is in compliance with its debt covenants as of December 31, 2020. In connection with the issuance of the Initial Notes, the Company also agreed to issue to Starboard warrants to purchase 250,000 shares of Common Stock at a price of $ 0.01 per share, as adjusted pursuant to the terms of the warrants. The warrants were issued on October 12, 2018 and were exercisable for five years from the date of issuance. The Company valued the warrants using the Black-Scholes model, with the following key assumptions: • Stock Price : The stock price was measured using fair value of the Common Stock on the closing date of the Initial Notes issuance, January 16, 2018, which was $ 24.45 per share. • Volatility : The Company determined volatility to be 39.6 % based on the historical volatility of its Common Stock daily volume weighted average price with a look-back period commensurate with the term of the warrants. • Risk Free Rate : Assumed to be 2.4 % based on U.S. Treasury bonds on the valuation date with a 5 -year term. • Dividend Yield : Assumed to be zero based on the historical payout history of the Company. 77 Table of Conte nt s Based on the Black-Scholes model, the Company determined that the fair value of the warrants as of January 16, 2018 was $ 6.1 million. The Company recorded the warrants at allocated proceeds of $ 5.7 million, less allocated issuance costs of $ 0.2 million, as additional paid-in capital. The cash proceeds and Common Stock received by the Company in exchange for the Initial Notes were net of a $ 20.1 million issuance discount and $ 4.6 million in third party deferred financing costs. On August 8, 2018, the Company and Starboard entered into an amendment to the outstanding Notes to reduce the requirement to maintain certain minimum cash balances. In connection with and as consideration for this modification, the Company issued to Starboard $ 2.0 million in additional aggregate principal amount of senior secured convertible notes, $ 1.5 million of which was classified as additional Initial Notes. The terms of the additional notes are identical to the terms of the Initial Notes, except with regard to the date from which interest began to accrue thereon, which is August 8, 2018. The amendment is treated as a modification to the debt agreements and the costs related to the issuance of the additional notes were combined with the existing unamortized discount of the Initial Notes on the modification date and will be amortized to interest expense over the remaining term of the modified debt. In connection with the modification of the Notes, the Company recorded $ 0.2 million in additional derivative liabilities. On November 13, 2018, the Company and Starboard entered into an agreement whereby the applicable period for the $ 20.0 million minimum cash balance required to be maintained by the Company was extended until the earlier of August 9, 2019 or the date the Company filed its Form 10-Q for the quarterly period ended June 30, 2019, subject to certain limitations. The agreement also modified the provisions of the Notes and the Registration Rights Agreement between the Company and Starboard by revising the grace periods during which the Company would not be obligated to keep applicable registration statements available for use by Starboard. In connection with, and as consideration for these amendments, the Company issued to Starboard $ 2.0 million in additional aggregate principal amount of senior secured convertible notes, the terms of which are identical to the terms of the Initial Notes, except with regard to the date from which interest began to accrue thereon, which is November 13, 2018. In connection with this modification, the Company recorded $ 0.2 million in additional derivative liabilities. Additional modifications to the Initial Notes are described under "Notes Modifications" below. Issuance and Sale of Option Notes On May 17, 2018, the Notes Option was exercised by Starboard, pursuant to which the Company issued and sold to Starboard $ 50.0 million of Option Notes in exchange for $ 15.0 million in cash and 1,400,000 shares of Common Stock valued at $ 35.0 million. Based upon the fair value of the Common Stock on the closing date of the Option Notes issuance, May 17, 2018, which was $ 21.75 per share, the difference of $ 4.6 million was recorded as an issuance discount to the Option Notes. The Option Notes have the same terms, including maturity, interest rate, convertibility, and security, as the Initial Notes, except with regard to the date from which interest began to accrue thereon, which was May 17, 2018. Upon the exercise of the Notes Option, the derivative liability recorded for the Notes Option at inception was settled. Management determined the fair value of the Notes Option immediately prior to settlement utilizing an option pricing model using the following key assumptions: • Stock Price : The stock price was measured using the fair value of the Common Stock on the closing date of the Option Notes issuance, May 17, 2018, which was $ 21.75 per share. • Volatility : Based on the historical volatility of the Company's Common Stock, determined to be 26.3 % as of the valuation date. • Term : Based on the time period of the expected exercise of the Notes Option, 0.16 years. • Risk Free Rate : Assumed to be 1.8 % based on the Federal Reserve bond yield with a term commensurate with the remaining life of the Notes Option. Based upon the option pricing model utilized, management estimated the fair value of the Notes Option as of May 17, 2018 to be $ 5.7 million. The loss related to the change in fair value of $ 1.6 million was recorded in other income (expense), net on the Consolidated Statements of Operations and Comprehensive Loss. The fair value of the Notes Option was recognized as an issuance premium for the Option Notes at inception. The interest rate reset feature of the Option Notes was determined by management to be a derivative instrument that qualifies for liability treatment. The derivative instrument is initially measured at fair value and classified as a liability on the balance sheet, with subsequent changes in fair value being recorded in earnings. To determine the fair value of the interest rate reset feature, management utilized a "with-and-without" convertible bond model, modified to incorporate the interest rate reset feature, using the following key assumptions: • Credit Adjusted Discount Rate : The Company estimated a market-based discount rate of 24 %. • Stock Price : The stock price was measured using the fair value of the Common Stock on the closing date of the Option Notes issuance, May 17, 2018, which was $ 21.75 per share. • Volatility : Based on the historical volatility of the Company's Common Stock, determined to be 42.6 % as of the valuation date. 78 Table of Conte nt s • Term : Based on the time period of the Option Notes maturity, 3.7 years. • Risk Free Rate : Assumed to be 2.8 % based on the Federal Reserve bond yield. Based upon the modified convertible bond model utilized by management, the fair value of the interest rate reset feature was determined to be $ 3.0 million as of May 17, 2018 and was recognized as an issuance discount for the Option Notes at inception. The Option Notes contain redemption provisions whereby, upon the occurrence of certain change of control transactions, a holder would have the right to require the Company to redeem all or any portion of such holder's outstanding Option Notes for cash at a price determined in accordance with the terms of the Option Notes. Management evaluated the make-whole change of control redemption feature and determined that it represented an embedded derivative that must be bifurcated and accounted for separately from the Option Notes. The make-whole change of control derivative is treated as a liability, initially measured at fair value with subsequent changes in fair value recorded in earnings. Management utilized a probability-adjusted binomial lattice model to determine the fair value of the make-whole change of control derivative, with the following key assumptions: • Probability : The Company utilized a range between 0 % and 10 % to estimate the likelihood of occurrence. • Term : Based on the time period of the feature, 3.7 years. • Risk Free Rate : Assumed to be 2.8 % based on U.S. Treasury bonds on the valuation date with a term commensurate with the remaining life of the change of control derivative. Based on the binomial lattice model, the Company determined the fair value of the make-whole redemption provision as of May 17, 2018 to be $ 1.2 million. The fair value was recognized as an issuance discount of the Option Notes at inception. See "Notes Modifications" below. The cash proceeds and Common Stock received by the Company in exchange for the Option Notes were net of a $ 3.1 million issuance discount and $ 0.2 million in third-party deferred financing costs. On August 8, 2018, the Company and Starboard entered into an amendment to the outstanding Notes to reduce the requirement to maintain certain minimum cash balances. In connection with the modification, the Company issued to Starboard $ 2.0 million in additional aggregate principal amount of senior secured convertible notes, $ 0.5 million of which was classified as additional Option Notes. The terms of the additional notes are identical to the terms of the Option Notes, except with regard to the date from which interest began to accrue thereon, which is August 8, 2018. Additional modifications to the Option Notes are described under "Notes Modifications" below. Notes Modifications In accordance with the amendments described above, the minimum cash balance under the Notes covenant increased to $ 40.0 million upon filing of the Company's quarterly report on Form 10-Q on August 6, 2019. On November 6, 2019, the Company and Starboard entered into an additional amendment to the Notes. The terms of the Notes were amended to provide the Company with an optional redemption right, whereby, in connection with a qualifying change of control pursuant to documentation entered into no later than August 5, 2020, the Company had the right to redeem the Notes in full in cash at a price equal to the sum of (i) the aggregate outstanding principal amount of the Notes, as of the consummation of the qualifying change of control, (ii) accrued interest, (iii) any other amounts owed pursuant to the Notes, and (iv) a 20 % premium on the aggregate outstanding principal amount of the Notes (the "qualifying change of control redemption"). The amendment also provided for an adjustment to the minimum cash balance required to be maintained by the Company. Upon execution of documentation providing for a qualifying change of control, the $ 40.0 million minimum cash balance would be reduced, on a dollar for dollar basis, for each dollar of cash interest paid to the holders of the Notes, subject to a $ 20.0 million minimum, until consummation of the qualifying change in control or, upon termination of the change in control, the shorter of 90 days after such termination or the consummation of a financing that would enable the Company to maintain a minimum cash balance of $ 40.0 million. The amendment also modified the provisions of the Registration Rights Agreement between the Company and Starboard by revising the grace periods during which the Company would not be obligated to keep applicable registration statements available for use by Starboard. Management evaluated the qualifying change of control redemption feature, described above, and determined that it represented an embedded derivative that must be bifurcated and accounted for separately from the Notes. The qualifying change of control derivative is treated as a liability, initially measured at fair value with subsequent changes in fair value recorded in earnings. Management utilized a discounted cash flow model to determine the fair value of the qualifying change of control derivative, with the following key assumptions: • Probability : The Company utilized a range between 0 % and 5 % to estimate the likelihood of occurrence. • Term : Based on the time period of the feature, 0.7 years. • Credit Adjusted Discount Rate : The Company estimated a market-based discount rate of 25.0 %. Based on the discounted cash flow model, the Company determined the fair value of the qualifying change of control redemption provision as of November 6, 2019 to be $ 1.2 million. 79 Table of Conte nt s In determining the amount to be recognized as an issuance discount of the Notes, the Company compared the fair value of the make-whole change of control redemption option of $ 2.2 million as of November 6, 2019 to the combined value of the make-whole and qualifying change of control redemption options immediately after the modification. The combined value of both redemption options after modification was $ 2.8 million. The difference in fair value of $ 0.6 million is combined with the existing unamortized discount of the Notes on the modification date and is amortized to interest expense over the remaining term of the modified debt. The Company recorded an additional $ 0.6 million in derivative liabilities due to this modification. The qualifying change of control redemption derivative liability expired on August 5, 2020. The balance of the Notes as of December 31, 2020 and December 31, 2019 was as follows: As of December 31, 2020 (In thousands, except interest rates) Stated Interest Rate Effective Interest Rate Face Value Issuance Discount Deferred Financing Costs Net Carrying Value Initial Notes, due January 16, 2022 12.0 % 18.8 % $ 153,500 $ ( 8,200 ) $ ( 1,523 ) $ 143,777 Option Notes, due January 16, 2022 12.0 % 14.9 % 50,500 ( 1,298 ) ( 84 ) 49,118 Total $ 204,000 $ ( 9,498 ) $ ( 1,607 ) $ 192,895 As of December 31, 2019 (In thousands, except interest rates) Stated Interest Rate Effective Interest Rate Face Value Issuance Discount Deferred Financing Costs Net Carrying Value Initial Notes, due January 16, 2022 12.0 % 18.8 % $ 153,500 $ ( 14,703 ) $ ( 2,706 ) $ 136,091 Option Notes, due January 16, 2022 12.0 % 14.9 % 50,500 ( 2,365 ) ( 151 ) 47,984 Total $ 204,000 $ ( 17,068 ) $ ( 2,857 ) $ 184,075 Due to the interest rate reset feature of the Notes, the potential future cash flows associated with the Notes were variable prior to the final interest rate reset on February 1, 2021. Accordingly, the accretion schedule of debt discount and the amortization schedule of deferred financing costs were updated annually to reflect periodic changes in the future cash flows using the effective interest rate on a prospective basis. The Company amortized $ 1.2 million in deferred financing costs and accreted $ 7.6 million in issuance discount related to the total outstanding long-term debt during the year ended December 31, 2020. The Company amortized $ 1.1 million in deferred financing costs and accreted $ 6.2 million in issuance discount related to the total outstanding long-term debt during the year ended December 31, 2019. The estimated fair value of the Notes, using Level 3 inputs based on interest rates available for debt with terms and maturities similar to the Company's outstanding debt, was $ 191.8 million as of December 31, 2020. Potential Rights Offering Under the January 16, 2018 agreements with Starboard, the Company has the right to conduct a rights offering (the "Rights Offering") for up to $ 150.0 million in senior secured convertible notes (the "Rights Offering Notes"). Subject to the terms of the Rights Offering, if undertaken, the Company would distribute to all of the Company's stockholders rights to acquire Rights Offering Notes. Stockholders who elect to participate in the Rights Offering could elect to have up to 30 % of the Rights Offering Notes they acquire pursuant thereto delivered through the sale to or exchange with the Company of shares of Common Stock, with the per share value thereof equal to the closing price of the Common Stock on the last trading day immediately prior to the commencement of the Rights Offering. The Rights Offering Notes would be substantially similar to the Notes, except, among other things, with respect to: (i) the date from which interest thereon would begin to accrue and the maturity date thereof (which would be 4 years from the date of issuance of the Rights Offering Notes) and (ii) the conversion price thereof, which would be equal to 130 % of the closing price of the Common Stock on the last trading day immediately prior to the commencement of the Rights Offering (subject to a conversion price floor of $ 28.00 per share). Starboard also agreed to enter into one or more backstop commitment agreements, pursuant to which Starboard would backstop up to $ 100.0 million in aggregate principal amount of Rights Offering Notes through the purchase of additional Notes, with such backstop obligation reduced by the amount of Option Notes purchased ($ 50.0 million). The Company is not obligated to undertake the Rights Offering, and the Company does not intend to do so. Guarantee and Security of Notes The Notes are guaranteed by certain of the Company's direct and indirect wholly-owned domestic subsidiaries (the "Guarantors") and are secured by a security interest in substantially all of the assets of the Company and the Guarantors, pursuant to a Guaranty, dated as 80 Table of Conte nt s of January 16, 2018, entered into by the Guarantors, and a Pledge and Security Agreement, dated as of January 16, 2018, among the Company, the Guarantors and Starboard Value and Opportunity Master Fund Ltd. as collateral agent. Registration of Underlying Shares Pursuant to the Registration Rights Agreement with Starboard, the Company filed a registration statement on Form S-1 with the SEC allowing for the resale of the shares of Common Stock underlying the Notes, potential PIK Interest Shares, and warrants. In conjunction with this registration, WPP exercised its right to have its shares of Common Stock included in the registration statement. The registration statement on Form S-1 was declared effective as of October 16, 2018. For additional information, refer to Footnote 13 , Related Party Transactions . On May 28, 2019, the Company filed a registration statement on Form S-3 with the SEC allowing for the resale of additional shares of Common Stock underlying the Notes and potential PIK Interest Shares. The previously filed registration statement on Form S-1 was amended to convert into a registration statement on Form S-3, and the amendment was declared effective as of June 24, 2019. Issuance of Secured Term Note On December 31, 2019, the Company's wholly owned subsidiary, Rentrak B.V., entered into an agreement with the Noteholder for the Secured Term Note for aggregate gross proceeds of $ 13.0 million. The Secured Term Note, which is cash collateralized, matures on December 31, 2021 and has an annual interest rate of 9.75 %. Interest is payable in arrears on the last business day of each calendar month commencing on January 31, 2020. As described in Footnote 1 , Organization, and Footnote 16 , Subsequent Events, on March 9, 2021, the Company's stockholders approved the Transactions, and upon closing of the Transactions, the Company expects to repay the Secured Term Note prior to maturity. The Secured Term Note contains certain affirmative and restrictive covenants with which Rentrak B.V. must comply, including (i) maintenance of a minimum cash collateral balance of $ 14.8 million, (ii) provision of certain financial statements, (iii) limitations on additional indebtedness and liens, (iv) limitations on repayment of debt, (v) limitations on repurchase of stock, and (vi) limitations on disposition of assets. Rentrak B.V. is in compliance with the Secured Term Note covenants as of December 31, 2020. As of December 31, 2020 (In thousands, except interest rates) Stated Interest Rate Effective Interest Rate Face Value Deferred Financing Costs Net Carrying Value Secured Term Note 9.75 % 12.8 % $ 13,000 $ ( 356 ) $ 12,644 As of December 31, 2019 (In thousands, except interest rates) Stated Interest Rate Effective Interest Rate Face Value Deferred Financing Costs Net Carrying Value Secured Term Note 9.75 % 12.2 % $ 13,000 $ ( 537 ) $ 12,463 The Company amortized $ 0.3 million in deferred financing costs related to the Secured Term Note during the year ended December 31, 2020. The estimated fair value of the Secured Term Note, using Level 2 inputs based on interest rates available for debt with terms and maturities similar to the Company's outstanding debt, was $ 13.4 million as of December 31, 2020. The Secured Term Note contains a redemption provision whereby, upon the occurrence of certain fundamental transactions, a holder would have the right to require the Company to redeem the Secured Term Note for cash at a price equal to (i) the entire outstanding principal amount, (ii) any accrued and unpaid interest, and (iii) a premium equal to the remaining contractual interest cash flows (the "interest make-whole redemption"). Management evaluated this interest make-whole redemption feature and determined it represented an embedded derivative that must be bifurcated and accounted for separately from the Secured Term Note. The interest make-whole derivative is treated as a liability, initially measured at fair value with subsequent changes in fair value recorded in earnings. The estimated fair value of the interest make-whole derivative was determined to be negligible as of December 31, 2019. The estimated fair value of the interest make-whole derivative as of December 31, 2020 was $ 0.9 million. Refer to Footnote 6 , Fair Value Measurements , for further information. Standby Letters of Credit In 2018, the Company entered into a Security Agreement with Wells Fargo Bank, N.A. to issue standby letters of credit. As of December 31, 2020, $ 3.3 million in letters of credit are outstanding and are cash collateralized under the Security Agreement. 81 Table of Conte nt s Failed Sale-Leaseback Transaction In June 2019, the Company entered into a sale-leaseback arrangement with a vendor to provide $ 4.3 million in cash proceeds for previously acquired computer and other equipment. The arrangement is repayable over a 24 -month term for total consideration of $ 4.8 million, with control of the equipment transferring to the vendor at the end of the leaseback term. The Company concluded the leaseback would be classified as a financing lease. Therefore, the transaction was deemed a failed sale-leaseback and was accounted for as a financing arrangement. The assets continue to be depreciated over their useful lives, and payments are allocated between interest expense and repayment of the financing liability. The remaining financing obligation of $ 1.7 million is included within current liabilities on the Consolidated Balance Sheet. Remaining future minimum cash payments related to the financing obligations under the failed sale-leaseback transaction total $ 1.4 million as of December 31, 2020 and will be paid during the first half of 2021. 5. Stockholders' Equity 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with CVI, pursuant to which CVI agreed to purchase (i) 2,728,513 shares of Common Stock (the "Initial Shares"), at a price of $ 7.33 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $ 20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "Closing Date"). The Series B-1 Warrants were exercisable by the holders at any time prior to the six-month anniversary of the Closing Date, as adjusted pursuant to the terms of the Series B-1 Warrants. The Series B-1 Warrants provided the holders the right to purchase an aggregate of up to 2,347,418 shares of Common Stock at an exercise price equal to $ 8.52 and could have been exercised for cash only. The Series B-1 Warrants expired on January 29, 2020. The Series B-2 Warrants were exercisable by the holders at any time prior to the 12-month anniversary of the Closing Date, as adjusted pursuant to the terms of the Series B-2 Warrants. The Series B-2 Warrants provided the holders the right to purchase an aggregate of up to 1,121,076 shares of Common Stock at an exercise price equal to $ 8.92 and could have been exercised for cash only. The Series B-2 Warrants expired on August 3, 2020. The Series C Warrants were partially prepaid warrants (with a nominal remaining exercise price) that were not exercisable before September 21, 2019 and expire 90 days after the first anniversary of the Closing Date. CVI exercised the Series C Warrants on October 10, 2019. Because the VWAP of the Common Stock as of the date of exercise, discounted by 7.5 %, was less than CVI's purchase price for the Initial Shares, the Company was required to issue to CVI a number of shares of Common Stock equal to (i) (x) CVI's purchase price for the Initial Shares divided by (y) 92.5 % of the VWAP of the Common Stock leading up to September 21, 2019, subject to a floor of 50.0 % of the price per Initial Share, less (ii) the number of Initial Shares issued to CVI on the Closing Date. As a result of this exercise, the Company issued 2,728,513 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares issuable under the Company's Series A Warrants was increased by 2,728,513 . The Series A Warrants are exercisable for a period of five years from the Closing Date and are currently exercisable into 5,457,026 shares of Common Stock, which is equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described above). The exercise price for the Series A Warrants is $ 12.00 . The Series A Warrants may be exercised for cash or through a net settlement feature under certain circumstances. The exercise price for the Series A Warrants is subject to anti-dilution adjustment in certain circumstances. Refer to Footnote 16 , Subsequent Events , for further information. In addition, if and to the extent the exercise of any warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other warrants, result in the issuance of 20.0 % or more of the outstanding Common Stock of the Company on the Closing Date (the "Exchange Cap"), the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash. In addition, CVI will not have the right to exercise any warrants that would result in CVI beneficially owning more than 4.99 % of the outstanding Common Stock after giving effect to such exercise. CVI has the right, in its discretion, to raise this threshold up to 9.99 % with 60 days' notice to the Company. Pursuant to the transactions described above, the Company agreed to provide CVI with registration rights relating to the Initial Shares and any shares issuable upon the exercise of the warrants. On June 26, 2019, the Company filed a prospectus supplement to its effective registration statement on Form S-3 to permit the resale of such shares. Management determined each warrant to be a freestanding financial instrument that qualifies for liability treatment as a result of the net cash settlement feature associated with the Exchange Cap provision. Each warrant is initially measured at fair value and classified as a current liability on the Consolidated Balance Sheets, with subsequent changes in fair value recorded in earnings. To determine the fair value of each warrant, management utilized a Monte Carlo simulation analysis within an option pricing model using the following key assumptions as of the Closing Date: 82 Table of Conte nt s • Stock price : Measured using the fair value of the Common Stock on the Closing Date, which was $ 5.57 per share. • Volatility : The Company determined volatility to be 50.0 % based on (i) the historical volatility of the Common Stock daily volume weighted average price with a look-back period commensurate with the term of the warrants and (ii) options-based implied volatility. • Term : Management determined the term based on the time period of each warrant's maturity, between six months and five years from the Closing Date. • Change of control probability : The Company utilized a range between 0.0 % and 10.0 % to estimate the likelihood of occurrence. • Risk-free rate : Management assumed the risk-free rate to be between 1.7 % and 2.1 %, based on the U.S. Treasury bonds on the valuation date with terms commensurate with the terms of each warrant. • Cost of debt : Management assumed the cost of debt to be between 16.7 % and 18.7 % based on a synthetic credit rating analysis. • Dividend yield : Management assumed the dividend yield to be zero based on the historical payout of the Company. Certain estimates above represent Level 3 inputs within the fair value hierarchy. Based on the option pricing valuation model, the Company determined the fair value of the warrants as of the Closing Date to be the following: (in thousands) Warrants Liability Series A Warrants $ 3,862 Series B-1 Warrants (1) 328 Series B-2 Warrants (2) 376 Series C Warrants (3) 6,232 Total $ 10,798 1) Series B-1 Warrants expired on January 29, 2020. 2) Series B-2 Warrants expired on August 3, 2020. 3) Series C Warrants were exercised on October 10, 2019. The Company recorded $ 1.8 million in accrued transaction costs in 2019, of which approximately $ 0.8 million was allocated to the warrants liability and recorded in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. The remaining transaction costs of $ 1.0 million were recorded in additional paid-in capital in the Consolidated Balance Sheets. The estimated fair value of the warrants as of December 31, 2020 was $ 2.8 million. Refer to Footnote 6 , Fair Value Measurements , for further information. 2018 Equity and Incentive Compensation Plan The Company's stockholders approved the 2018 Equity and Incentive Compensation Plan (the "2018 Plan") at the Company's 2018 Annual Meeting and approved an amendment and restatement of the 2018 Plan at the Company's 2020 Annual Meeting. Under the 2018 Plan, as amended and restated, the Company may grant option rights, appreciation rights, restricted stock awards, restricted stock units, performance shares and performance units up to 20,250,000 shares of Common Stock. The aggregate number of shares of Common Stock available will be reduced by: (i) one share of Common Stock for every one share of Common Stock subject to an award of option rights or appreciation rights granted under the 2018 Plan and (ii) two shares of Common Stock for every one share of Common Stock subject to an award other than option rights or appreciation rights granted under the 2018 Plan. If any award granted under the 2018 Plan (in whole or in part) is canceled or forfeited, expires, is settled in cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available at a rate of one share of Common Stock for every one share of Common Stock subject to awards of option rights or appreciation rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of option rights or appreciation rights. The Company registered the securities under the 2018 Plan with the SEC effective June 1, 2018. The maximum number of shares available for future issuance under the 2018 Plan as of December 31, 2020 (excluding outstanding awards) is 10,746,533 . Stock Options The Company's Compensation Committee approved and awarded 50,000 and 925,000 options for the years ended December 31, 2020 and 2019, respectively, under the 2018 Plan to employees and consultants. No options were approved and awarded for the year ended December 31, 2018. The fair value of options at date of grant was estimated using the Black-Scholes option pricing model utilizing the following assumptions: 83 Table of Conte nt s Years Ended December 31, 2020 2019 Dividend yield 0.0 % 0.0 % Expected volatility 57.0 % 44.5 % - 52.9 % Risk-free interest rate 1.0 % 1.3 % - 2.7 % Expected life of options (in years) 6.00 5.21 - 10.00 Dividend yield — The Company has never declared or paid a cash dividend on its Common Stock and has no plans to pay cash dividends in the foreseeable future. Expected volatility — Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company considered the historical volatility of its stock price over a term similar to the expected life of the options in determining expected volatility. Risk-free interest rate — The Company used rates on the grant date of zero-coupon government bonds with maturities over periods covering the term of the awards, converted to continuously compounded forward rates. Expected life of the options — This is the period of time that the options granted are expected to remain outstanding. Options under the Company's plans generally have a contractual term of 10 years and generally must be exercised within 90 days following employee termination. A summary of the options granted, exercised, forfeited and expired during the years ended December 31, 2020, 2019 and 2018 is presented below: Number of Shares Weighted-Average Exercise Price Options outstanding as of December 31, 2017 3,444,252 $ 30.65 Options exercised (1) ( 347,752 ) 15.45 Options expired ( 2,050,587 ) 39.74 Options outstanding as of December 31, 2018 1,045,913 $ 17.89 Options granted 925,000 5.64 Options exercised ( 68,259 ) 17.44 Options forfeited ( 363,687 ) 15.15 Options outstanding as of December 31, 2019 1,538,967 $ 11.27 Options granted 50,000 3.67 Options exercised ( 75,000 ) 1.89 Options forfeited ( 60,000 ) 5.38 Options expired ( 456,775 ) 15.92 Options outstanding as of December 31, 2020 997,192 $ 9.82 Options exercisable as of December 31, 2020 568,025 $ 16.10 (1) Includes 125,523 options withheld to pay the exercise price for certain exercises during the year ended December 31, 2018. The following table summarizes information about options outstanding, and exercisable, as of December 31, 2020: Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options Exercisable Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 3.21 - $ 5.38 450,000 $ 3.74 8.92 133,333 $ 6.00 8.88 $ 10.35 - $ 19.31 494,360 13.79 3.25 381,860 18.46 1.73 $ 20.11 - $ 23.22 46,775 22.33 0.94 46,775 22.33 0.94 $ 40.80 6,057 40.80 3.62 6,057 40.80 3.62 997,192 $ 9.82 5.71 568,025 $ 16.10 3.37 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 exercised was $ 0.1 million, $ 0.3 million and $ 1.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. There was no intrinsic value for options exercisable or outstanding as of December 31, 2020. The aggregate intrinsic value for all options exercisable was $ 0.2 million and $ 0.7 million under the Company's stock plans as of December 31, 2019 and 2018, respectively. The aggregate intrinsic value for all options outstanding was $ 0.9 million and $ 0.7 million under the Company's stock plans as of December 31, 2019 and 2018, respectively. 84 Table of Conte nt s As of December 31, 2020, the total unrecognized compensation expense related to outstanding, but not yet exercisable, options is $ 0.9 million, which the Company expects to recognize over a weighted-average vesting period of approximately 2.1 years. Stock Awards The Company's outstanding stock awards are comprised of RSUs, including time-based, performance-based and market-based RSUs. During 2020, the Company's Compensation Committee approved and awarded 634,570 time-based RSUs (of which 610,590 RSUs related to the settlement of an accrued 2019 annual incentive plan liability and vested immediately). During 2019, the Company's Compensation Committee approved and awarded 1,603,866 time-based RSUs (of which 206,108 RSUs related to the settlement of an accrued 2018 annual incentive plan liability) and 975,000 market-based RSUs, which were valued using a Monte Carlo simulation analysis, to employees, directors and consultants of the Company. Of the time-based RSUs, 581,491 vested immediately upon grant. The remaining time-based RSUs generally vest after one to three years contingent on continued service. Market-based awards generally vest over up to ten years based on the achievement of certain stock price hurdles. During 2018, the Company's Compensation Committee approved and awarded 2,612,457 time-based RSUs, 191,800 performance-based RSUs and 68,151 market-based RSUs under the 2018 Plan to employees, directors and consultants of the Company. Of the time-based RSUs, 1,493,288 vested immediately upon grant, including 165,086 shares related to the compensation of the Company's former CEO as part of his retirement and transition services agreement. The remaining time-based RSUs generally vest after three to four years contingent on continued service, and performance-based RSUs generally vest after three years based on achievement of pre-established revenue and adjusted earnings before interest income, interest expense, income taxes, depreciation and amortization (Adjusted EBITDA) goals. Market-based awards generally vest after three years based on the attainment of certain stock price hurdles. The estimated forfeiture rate as of December 31, 2020, 2019 and 2018 was 10.0 % for non-executive awards. Awards granted to senior executives have an estimated forfeiture rate of zero . Changes in the estimates and assumptions relating to forfeitures and subsequent grants may result in material changes to stock-based compensation expense in the future. A summary of the stock awards granted, vested and forfeited during the years ended December 31, 2020, 2019 and 2018 is presented as follows. RSU awards with undelivered shares are classified as unvested until the date of delivery of the shares. Unvested Stock Awards Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested as of December 31, 2017 779,912 $ 37.22 Granted 2,872,408 22.53 Vested ( 2,077,253 ) 27.55 Forfeited ( 108,932 ) 29.50 Unvested as of December 31, 2018 1,466,135 $ 22.62 Granted 2,578,866 7.56 Vested ( 854,998 ) 23.96 Forfeited ( 529,767 ) 18.47 Unvested as of December 31, 2019 2,660,236 $ 8.42 Granted 634,570 3.66 Vested ( 1,363,152 ) 7.22 Forfeited ( 106,417 ) 20.02 Unvested as of December 31, 2020 1,825,237 $ 6.99 The aggregate intrinsic value for all unvested RSUs outstanding was $ 4.5 million, $ 12.1 million, and $ 21.3 million as of December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, total unrecognized compensation expense related to unvested RSUs was $ 5.5 million, which the Company expects to recognize over a weighted-average vesting period of approximately 4.4 years. Preferred Stock The Company has 5,000,000 shares of $ 0.001 par value preferred stock authorized; no shares have been issued or were outstanding as of December 31, 2020 and 2019. Refer to Footnote 16 , Subsequent Events . 85 Table of Conte nt s 6. Fair Value Measurements The Company's financial instruments measured at fair value in the accompanying Consolidated Balance Sheets on a recurring basis consist of the following: As of As of December 31, 2020 December 31, 2019 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 11,928 $ — $ — $ 11,928 $ 24,327 $ — $ — $ 24,327 Certificates of deposit (2) — — — — — 1,009 — 1,009 Total $ 11,928 $ — $ — $ 11,928 $ 24,327 $ 1,009 $ — $ 25,336 Liabilities: Financing derivatives: no hedging designation (3) Interest rate reset $ — $ — $ 11,300 $ 11,300 $ — $ — $ 18,800 $ 18,800 Make-whole change of control — — — — — — 1,600 1,600 Qualifying change of control — — — — — — 1,187 1,187 Warrants issued: (4) Series A — — 2,831 2,831 — — 7,508 7,508 Series B-2 — — — — — — 217 217 Secured term note: (5) Interest make-whole derivative — — 871 871 — — — — Total $ — $ — $ 15,002 $ 15,002 $ — $ — $ 29,312 $ 29,312 (1) Level 1 cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $ 1.00 per share by investing in liquid, high quality U.S. Dollar-denominated money market instruments with maturities less than three months. (2) The Company's certificates of deposit are recorded at their face value which approximates their fair value. (3) The fair values of the financing derivatives are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as Level 3 fair value measurements. The fair value of the make-whole change of control derivative was estimated as negligible as of December 31, 2020. The qualifying change of control derivative expired on August 5, 2020. (4) The fair values of the warrant liabilities are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as Level 3 fair value measurements. The fair value of the Series B-1 warrants was estimated as negligible as of December 31, 2019. The Series B-1 warrants expired without exercise on January 29, 2020. The Series B-2 Warrants expired without exercise on August 3, 2020. (5) The fair values of embedded derivatives within the secured term note are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as Level 3 fair value measurements. The interest make-whole derivative is classified within other current liabilities in the Consolidated Financial Statements as of December 31, 2020. The Company did not have any transfers between fair value measurement levels during the periods presented. There were no changes to the Company's valuation methodologies during the years ended December 31, 2020 or 2019, respectively. The following tables present the changes in the Company's recurring Level 3 fair value measurements for the financing derivatives, warrants liability and interest make-whole derivative for the years ended December 31, 2020 and 2019: (In thousands) Financing Derivative Liabilities Warrants Liability Interest Make-whole Derivative Liability Balance as of December 31, 2018 $ 26,100 $ — $ — Issuances 587 10,798 — Settlement — ( 5,484 ) — Total (gain) loss included in other income (expense), net (1) ( 5,100 ) 2,411 — Balance as of December 31, 2019 21,587 7,725 — Total (gain) loss included in other income (expense), net (2) ( 10,287 ) ( 4,894 ) 871 Balance as of December 31, 2020 $ 11,300 $ 2,831 $ 871 (1) Represents $ 4.5 million gain due to change in fair value of interest rate reset derivative liability and $ 0.6 million gain due to change in fair value of the make-whole change of control redemption derivative liability. Represents $ 3.6 million loss due to change in fair value of the Series A Warrants, and gains of $ 0.3 million, $ 0.2 million and $ 0.7 million due to change in fair value of the Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, respectively. All gains and losses were recorded in other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. (2) Represents $ 7.5 million gain due to change in fair value of interest rate reset derivative liability, $ 1.6 million gain due to change in fair value of the make-whole change of control redemption derivative liability, and $ 1.2 million gain due to change in fair value of the qualifying change of control redemption derivative liability. Represents $ 4.7 million gain due to change in fair value of the Series A Warrants and $ 0.2 million gain due to change in fair value of the Series B-2 Warrants. All gains were recorded in other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. 86 Table of Conte nt s The following table displays valuation techniques and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities measured at fair value as of December 31, 2020 and 2019: Fair value measurements Significant Valuation Technique Significant Valuation Inputs December 31, 2020 December 31, 2019 Interest rate reset derivative liability Discounted cash flow Discount rate 20.0 % 25.0 % Stock price $ 2.49 $ 4.94 Volatility 96.9 % 74.1 % Term 1.04 years 2.04 years Risk-free rate 0.1 % 1.6 % Make-whole change of control redemption derivative liability (1) Option pricing model Change of control probability — % 5.0 % - 10.0 % Term — 2.04 years Risk-free rate — % 1.6 % Qualifying change of control redemption derivative liability (2) Discounted cash flow Change of control probability — % 5.0 % Term — 0.60 years Discount rate — % 25.0 % Warrants liability (3) Option pricing model Stock price $ 2.49 $ 4.94 Volatility 80.0 % 65.0 % Term 3.49 years 0.59 - 4.49 years Change of control probability — % 5.0 % - 10.0 % Risk-free rate 0.2 % 1.6 % - 1.7 % Cost of debt — % 14.7 % - 16.0 % Interest make-whole derivative liability Discounted cash flow Recapitalization probability 90.0 % — % Term 0.25 years — Risk-free rate 0.10 % — % (1) The probability of a make-whole change of control, and the resulting fair value determination, was estimated to be negligible as of December 31, 2020. (2) The qualifying change of control redemption derivative liability expired on August 5, 2020. (3) Warrants liability includes only Series A as of December 31, 2020. Warrants liability includes Series A and Series B-2 as of December 31, 2019. The fair values of the Company's financing derivatives are estimated using forward projections and are discounted back at rates commensurate with the remaining term of the related derivative. The primary sensitivity in the interest rate reset derivative liability is driven by the discount rate used to determine the present value of the instrument, the Common Stock price at the measurement date and the observable volatility of the Common Stock. The primary sensitivity for the make-whole and qualifying change of control redemption derivative liabilities is driven by the probability of the change of control. The fair values of the Company's warrants liability are estimated using forward projections of stock issuances with relative certainty and estimated cash payments at each exercise date discounted back to the valuation date at rates commensurate with the remaining term of the related warrants. The primary sensitivity in the valuation of each warrant liability is driven by the Common Stock price at the measurement date and the observable volatility of the Common Stock. The fair value of the Company's interest make-whole derivative is estimated using forward projections of estimated cash payments at the closing date discounted back to the valuation date at rates commensurate with the estimated remaining term of the related derivative. The primary sensitivity in the interest make-whole derivative liability is driven by the probability, and closing date, of a fundamental transaction which includes, but is not limited to, a recapitalization of the Company. 87 Table of Conte nt s 7. Property and Equipment As of December 31, (In thousands) 2020 2019 Computer equipment $ 96,657 $ 103,604 Capitalized internal-use software 36,489 21,534 Leasehold improvements 15,643 18,453 Computer software (including software license arrangements of $ 1,611 in 2020 and $ 936 in 2019) 9,306 8,956 Finance leases 5,541 5,442 Office equipment, furniture, and other 4,130 5,619 Total property and equipment 167,766 163,608 Less: accumulated depreciation and amortization (including software license arrangements of $ 1,428 in 2020 and $ 400 in 2019) ( 136,793 ) ( 131,915 ) Total property and equipment, net $ 30,973 $ 31,693 During 2020, the Company recorded an impairment charge related to certain facility leases and associated leasehold improvements. $ 1.9 million of this charge was recorded against the property and equipment, net line item in the Consolidated Balance Sheet. For the years ended December 31, 2020, 2019, and 2018, depreciation expense was $ 14.1 million, $ 12.8 million and $ 17.3 million respectively. In addition, amortization expense from finance leases was $ 1.7 million and $ 2.4 million for the years ended December 31, 2020 and 2019, respectively. The composition of the Company's property and equipment, net between those in the United States and those in other locations as of the end of each year is as follows: As of December 31, (In thousands) 2020 2019 United States $ 30,041 $ 30,556 Latin America 341 251 Europe 333 841 Other 258 45 Total $ 30,973 $ 31,693 8. Leases The Company has operating leases for real estate and finance leases for computer equipment and automobiles. These leases have remaining lease terms of one year to seven years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year . As of December 31, 2020, the weighted average remaining lease term for the Company's finance leases and operating leases was 1.70 years and 5.76 years, respectively. As of December 31, 2020, the weighted average discount rate for the Company's finance leases and operating leases was 13.9 % and 13.5 %, respectively. The components of lease cost were as follows: Years Ended December 31, (In thousands) 2020 2019 Finance lease cost Amortization of right-of-use assets $ 1,652 $ 2,413 Interest on lease liabilities 501 518 Total finance lease cost $ 2,153 $ 2,931 Operating lease cost Fixed lease cost $ 12,057 $ 12,556 Short-term lease cost 824 830 Variable lease cost 1,926 1,986 Sublease income ( 2,579 ) ( 1,857 ) Total operating lease cost $ 12,228 $ 13,515 88 Table of Conte nt s Lease costs, net of sublease income, are reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows: Years Ended December 31, (In thousands) 2020 2019 Amortization of right-of-use assets Cost of revenues $ 1,212 $ 1,771 Selling and marketing 176 258 Research and development 175 253 General and administrative 89 131 Total amortization of right-of-use assets $ 1,652 $ 2,413 Operating lease cost Cost of revenues $ 3,532 $ 3,885 Selling and marketing 4,009 4,192 Research and development 2,609 2,595 General and administrative 2,078 2,843 Total operating lease cost $ 12,228 $ 13,515 During 2020, the Company recorded an impairment charge related to certain facility leases and associated leasehold improvements. $ 2.8 million of this charge was recorded against the operating right-of-use assets line item in the Consolidated Balance Sheet. Supplemental cash flow information related to leases was as follows: Years Ended December 31, (In thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 493 $ 471 Operating cash flows from operating leases 11,170 15,546 Right-of-use assets obtained in exchange for lease obligations: Right-of-use assets obtained in exchange for new finance lease liabilities $ 754 $ 4,049 Right-of-use assets obtained in exchange for new operating lease liabilities 669 397 Maturities of operating and finance lease liabilities as of December 31, 2020 were as follows: (In thousands) Operating Leases Finance Leases 2021 $ 12,175 $ 2,201 2022 9,406 1,108 2023 9,796 167 2024 8,798 — 2025 8,442 — Thereafter 14,283 — Total lease payments 62,900 3,476 Less: imputed interest ( 19,749 ) ( 343 ) Total lease liabilities 43,151 3,133 Less: current lease liabilities ( 7,024 ) ( 1,922 ) Total non-current lease liabilities $ 36,127 $ 1,211 As of December 31, 2020, the Company subleases seven real estate properties. One sublease has a noncancelable term of less than one year. The remaining six subleases are noncancelable and have remaining lease terms of two years to seven years . None of these subleases contain any options to renew or terminate the sublease agreement. Future expected cash receipts from these subleases as of December 31, 2020 were as follows: (In thousands) Sublease Receipts 2021 $ 2,416 2022 2,430 2023 1,522 2024 1,080 2025 808 Thereafter 1,312 Total expected sublease receipts $ 9,568 89 Table of Conte nt s 9. Goodwill and Intangible Assets In 2019, the Company concluded it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the sustained decline in the Company's stock price and market capitalization, changes in management, and lower revenue, among other factors. Accordingly, the Company performed a quantitative goodwill impairment test as of June 30, 2019, relying in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis. The fair value of the reporting unit was determined using a combination of the discounted cash flow model and market value approach. The Company's reporting unit failed the goodwill impairment test; and as a result, the Company recorded a $ 224.3 million impairment charge. The change in the carrying value of goodwill is as follows: (In thousands) Balance as of December 31, 2018 $ 641,191 Translation adjustments ( 501 ) Impairment charge ( 224,272 ) Balance as of December 31, 2019 $ 416,418 Translation adjustments 1,909 Balance as of December 31, 2020 $ 418,327 Goodwill 642,599 Accumulated impairment ( 224,272 ) Total $ 418,327 The Company also recorded a $ 17.3 million impairment charge related to its strategic alliance intangible asset during 2019. Changes in the Company's projected revenue in certain non-U.S. geographic markets due to the changing international competitive landscape as well as significant reductions in international staffing, resulted in a change in the Company's long-term view of the viability of the intangible asset. As such, the Company's assessment yielded that the benefit of the strategic alliance would not be realized. The fair value of the strategic alliance intangible asset was estimated using an income approach resulting in an impairment charge for the full carrying value of the long-lived asset of $ 17.3 million. The carrying values of the Company's amortizable acquired intangible assets are as follows: As of As of December 31, 2020 December 31, 2019 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Carrying Amount Acquired methodologies and technology $ 148,403 $ ( 106,771 ) $ 41,632 148,386 $ ( 86,771 ) $ — $ 61,615 Customer relationships 40,168 ( 31,170 ) 8,998 40,143 ( 25,864 ) — 14,279 Intellectual property 14,379 ( 12,787 ) 1,592 14,372 ( 12,346 ) — 2,026 Acquired software 9,287 ( 9,286 ) 1 9,287 ( 7,928 ) — 1,359 Panel 3,139 ( 3,139 ) — 3,123 ( 3,123 ) — — Trade names 773 ( 757 ) 16 768 ( 691 ) — 77 Strategic alliance — — — 30,100 ( 12,792 ) ( 17,308 ) — Other 600 ( 499 ) 101 600 ( 397 ) — 203 Total intangible assets $ 216,749 $ ( 164,409 ) $ 52,340 $ 246,779 $ ( 149,912 ) $ ( 17,308 ) $ 79,559 Amortization expense related to intangible assets was $ 27.2 million, $ 30.1 million, and $ 32.9 million for the years ended December 31, 2020, 2019, and 2018, respectively. Of the Company's long-lived intangible assets, net, $ 52.3 million and $ 79.5 million were generated by or located in the United States as of December 31, 2020 and 2019, respectively. The weighted-average remaining amortization period by major asset class as of December 31, 2020 is as follows: (In years) Intellectual property 3.7 Customer relationships 1.5 Acquired methodologies and technology 1.4 Trade names 0.2 Acquired software 0.1 Other 0.3 90 Table of Conte nt s The estimated future amortization of intangible assets is as follows: (In thousands) 2021 $ 25,038 2022 24,567 2023 2,445 2024 290 Total $ 52,340 10. Accrued Expenses As of December 31, (In thousands) 2020 2019 Accrued data costs $ 19,375 $ 19,593 Payroll and payroll-related 14,653 15,412 Accrued interest on senior secured convertible notes — 6,120 Professional fees 4,848 4,118 Other 9,504 10,264 Total accrued expenses $ 48,380 $ 55,507 11. Commitments and Contingencies Contingencies The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees are expensed as incurred. The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period. Privacy Class Action Litigation On September 11, 2017, the Company and a wholly-owned subsidiary, Full Circle Studies, Inc. ("Full Circle"), received demand letters on behalf of named plaintiffs and all others similarly situated alleging that the Company and Full Circle collected personal information from users under the age of 13 without verifiable parental consent in violation of Massachusetts law and the federal Children's Online Privacy Protection Act. The letters alleged that the Company and Full Circle collected such personal information by embedding advertising software development kits in applications created or developed by The Walt Disney Company. The letters sought monetary damages, attorneys' fees and damages under Massachusetts law. On June 4, 2018, the plaintiffs filed amended complaints with the U.S. District Court for the Northern District of California adding the Company and Full Circle as defendants in a purported class action (captioned Rushing, et al v. The Walt Disney Company, et al., Case No. 3:17-cv-04419-JD) against Disney, Twitter and other defendants, alleging violations of California's constitutional right to privacy and intrusion upon seclusion law, New York's deceptive trade practices statute, and Massachusetts' deceptive trade practices and right to privacy statutes. The complaints alleged damages in excess of $ 5.0 million, with any award to be apportioned among the defendants. On February 26, 2020, the Company and Full Circle reached an agreement with the plaintiffs to settle the complaints in full, with no admission of liability, in return for injunctive relief and payment of the plaintiffs' attorneys fees, to be covered by the Company's insurance. The settlement received preliminary court approval on September 24, 2020; it remains subject to final court approval. Securities Class Action Litigation On April 10, 2019, Sergii Bratusov, a purported shareholder of the Company, filed a putative class action complaint against the Company. The case, captioned Bratusov v. comScore, Inc., et al. , Case No. 19 Civ. 03210, was filed in the U.S. District Court for the Southern District of New York and also named the Company's Chief Financial Officer, Gregory Fink, and the Company's former Chief Executive Officer, Bryan Wiener, as defendants. The complaint, which was amended on September 30, 2019, purported to bring claims on behalf of all persons and entities that acquired securities of the Company between February 28, 2019 and August 7, 2019 and alleged that the Company, Mr. Wiener, and Mr. Fink violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, by allegedly failing to disclose in public statements in February and March 2019 material information concerning a disagreement relating to the Company's business strategy. The complaint also alleged that Mr. Wiener and Mr. Fink, acting as control persons of the Company, violated Section 20(a) of the Exchange Act in connection with the Company's alleged failure to disclose material information. The complaint sought a determination of the propriety of the class, compensatory damages and the award of 91 Table of Conte nt s reasonable costs and expenses incurred in the action. On June 24, 2020, the Court granted the defendants' motion to dismiss the complaint for failure to state a claim. On July 24, 2020, the complaint was dismissed with prejudice. Other Matters In addition to the matters described above, the Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors. Indemnification The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its officers and directors, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification. Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations. 92 Table of Conte nt s 12. Income Taxes The components of loss before income tax (provision) benefit are as follows: Years Ended December 31, (In thousands) 2020 2019 2018 Domestic $ ( 44,010 ) $ ( 316,479 ) $ ( 140,298 ) Foreign ( 3,006 ) ( 23,524 ) ( 15,264 ) Total $ ( 47,016 ) $ ( 340,003 ) $ ( 155,562 ) Income tax provision (benefit) is as follows: Years Ended December 31, (In thousands) 2020 2019 2018 Current : Federal $ — $ — $ — State 45 ( 42 ) ( 119 ) Foreign 847 2,762 1,806 Total $ 892 $ 2,720 $ 1,687 Deferred : Federal $ 101 $ ( 1,189 ) $ 898 State 238 ( 3,992 ) 1,060 Foreign ( 329 ) 1,454 61 Total $ 10 $ ( 3,727 ) $ 2,019 Income tax provision (benefit) $ 902 $ ( 1,007 ) $ 3,706 A reconciliation of the statutory U.S. income tax rate to the effective income tax rate is as follows: Years Ended December 31, 2020 2019 2018 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes ( 0.5 ) % 1.1 % ( 2.8 ) % Other nondeductible items — % ( 0.7 ) % ( 0.5 ) % Nondeductible interest and derivatives ( 9.7 ) % ( 1.5 ) % ( 4.0 ) % Foreign rate differences ( 1.8 ) % ( 1.8 ) % ( 2.2 ) % Change in valuation allowance 5.9 % ( 5.3 ) % ( 5.4 ) % Stock compensation ( 5.5 ) % ( 1.2 ) % ( 5.6 ) % Executive compensation ( 0.1 ) % ( 0.1 ) % ( 0.3 ) % Goodwill impairment — % ( 10.7 ) % — % Subscription receivable — % — % ( 1.2 ) % US tax impact of restructuring ( 14.4 ) % — % — % Other adjustments 1.1 % ( 0.5 ) % ( 1.0 ) % Uncertain tax positions 2.1 % — % ( 0.4 ) % Effective tax rate ( 1.9 ) % 0.3 % ( 2.4 ) % Income Tax (Provision) Benefit The Company recognized income tax expense of $ 0.9 million during the year ended December 31, 2020, which is primarily comprised of current tax expense of $ 0.8 million related to foreign taxes. Included in total tax expense are income tax adjustments of $ 8.9 million for permanent differences in the book and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, and nondeductible interest expense on debt instruments and associated derivatives. Also included is an adjustment of $ 11.2 million for a permanent difference related to foreign earnings taxable in the U.S. as a result of a tax restructuring that occurred during the year. These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S. federal statutory rate, are the primary drivers of the annual effective income tax rate. The Company recognized an income tax benefit of $ 1.0 million during the year ended December 31, 2019, which is comprised of current tax expense of $ 2.7 million primarily related to foreign taxes and a deferred tax benefit of $ 3.7 million related to temporary differences between the tax treatment and GAAP accounting treatment for certain items. Included within the total tax benefit is income tax expense of $ 17.3 million related to the increase in valuation allowance recorded against the Company's deferred tax assets to offset the tax benefit of the Company's operating losses in the U.S. and certain foreign jurisdictions. Also included in the total tax benefit are income tax adjustments of $ 58.6 million related to the impairment of goodwill and $ 15.2 million for permanent differences in the book 93 Table of Conte nt s and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, nondeductible interest expense on debt instruments and associated derivatives, and other nondeductible expenses. These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S. federal statutory rate, are the primary drivers of the annual effective income tax rate. The Company recognized an income tax expense of $ 3.7 million during the year ended December 31, 2018, which is comprised of current tax expense of $ 1.7 million primarily related to foreign taxes and a deferred tax expense of $ 2.0 million related to temporary differences between the tax treatment and GAAP accounting treatment for certain items. Included within the total tax expense is an income tax expense of $ 19.0 million related to the increase in valuation allowance recorded against the Company's deferred tax assets to offset the tax benefit of the Company's operating losses in the U.S. and certain foreign jurisdictions. An income tax adjustment of $ 19.7 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, nondeductible interest expense on debt instruments and associated derivatives, and other nondeductible expenses. These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S. federal statutory rate, are the primary drivers of the annual effective income tax rate. The COVID-19 pandemic has a global reach, and many countries have introduced measures that provide relief to taxpayers in a variety of ways. The Company has evaluated these measures, including the CARES Act in the United States, and has concluded that these did not have a significant impact on its income tax (provision) benefit for the year ended December 31, 2020. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. The components of net deferred income taxes are as follows: As of December 31, (In thousands) 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 197,017 $ 212,253 Lease liability 14,517 16,772 Deferred revenues 14,483 5,095 Deferred compensation 6,138 8,146 Accrued salaries and benefits 3,499 2,406 Tax credits 2,187 2,945 Tax contingencies 1,132 1,127 Allowance for doubtful accounts 776 453 Capital loss carryforwards 263 266 Goodwill — 2,462 Litigation settlement — 225 Other 2,550 2,409 Gross deferred tax assets 242,562 254,559 Valuation allowance ( 220,115 ) ( 219,607 ) Net deferred tax assets $ 22,447 $ 34,952 Deferred tax liabilities: Lease asset $ ( 8,829 ) $ ( 11,219 ) Property and equipment ( 5,716 ) ( 5,134 ) Intangible assets ( 3,495 ) ( 15,202 ) Subpart F income recapture ( 1,224 ) ( 1,224 ) Goodwill ( 958 ) — Other ( 111 ) ( 86 ) Total deferred tax liabilities ( 20,333 ) ( 32,865 ) Net deferred tax asset $ 2,114 $ 2,087 Tax Valuation Allowance As of December 31, 2020, and 2019, the Company had a valuation allowance of $ 220.1 million and $ 219.6 million, respectively, against certain deferred tax assets. The valuation allowance relates to the deferred tax assets of the Company's U.S. entities, including federal and state tax attributes and timing differences, as well as the deferred tax assets of certain foreign subsidiaries. The increase in the valuation allowance during 2020 is primarily related to the pre-tax losses generated in the U.S. To the extent the Company determines that, based on the weight of available evidence, all or a portion of its valuation allowance is no longer necessary, the 94 Table of Conte nt s Company will recognize an income tax benefit in the period such determination is made for the reversal of the valuation allowance. If management determines that, based on the weight of available evidence, it is more-likely-than-not that all or a portion of the net deferred tax assets will not be realized, the Company may recognize income tax expense in the period such determination is made to increase the valuation allowance. It is possible that such reduction of or addition to the Company's valuation allowance may have a material impact on the Company's results from operations. A summary of the deferred tax asset valuation allowance is as follows: As of December 31, (In thousands) 2020 2019 Beginning Balance $ 219,607 $ 200,366 Additions 737 19,832 Reductions ( 229 ) ( 591 ) Ending Balance $ 220,115 $ 219,607 Net Operating Loss and Credit Carryforwards As of December 31, 2020, the Company had federal and state net operating loss carryforwards for tax purposes of $ 578.5 million and $ 1,360.7 million, respectively. These net operating loss carryforwards will begin to expire in 2023 for federal income tax purposes and 2021 for state income tax purposes. The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward period. As of December 31, 2020, the Company had an aggregate net operating loss carryforward for tax purposes related to its foreign subsidiaries of $ 5.1 million, which will begin to expire in 2024. As of December 31, 2020, the Company had research and development credit carryforwards of $ 3.2 million which begin to expire in 2025. Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company's ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable. A significant portion of the Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code, and the Company anticipates that the Transactions will trigger further limitations. Additionally, despite the net operating loss carryforwards, the Company may have a future tax liability due to foreign tax or state tax requirements. Foreign Undistributed Earnings As of December 31, 2020, the Company has certain foreign subsidiaries with accumulated undistributed earnings. The TCJA allows for a dividend received deduction resulting in no material U.S. federal income tax upon repatriation of these earnings. The Company intends to indefinitely reinvest these earnings, as well as future earnings from its foreign subsidiaries, to fund its international operations and therefore has not accrued any foreign withholding taxes or state income taxes. Uncertain Tax Positions For uncertain 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 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. The Company has unrecognized tax benefits, which are tax benefits related to uncertain tax positions which have been or will be reflected in income tax filings that have not been recognized in the financial statements due to potential adjustments by taxing authorities in the applicable jurisdictions. The Company's liabilities for unrecognized tax benefits, which include interest and penalties, were $ 0.7 million and $ 1.6 million as of December 31, 2020 and 2019, respectively. The remaining unrecognized tax benefits have reduced deferred tax balances. The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate are $ 2.0 million, $ 2.3 million and $ 2.5 million as of December 31, 2020, 2019 and 2018, respectively, and include the federal tax benefit of state deductions. The Company anticipates a negligible amount of unrecognized tax benefits will reverse during the next year due to the expiration of statutes of limitation. 95 Table of Conte nt s Changes in the Company's unrecognized income tax benefits are as follows: As of December 31, (In thousands) 2020 2019 2018 Beginning balance $ 2,400 $ 2,560 $ 2,508 Increase related to tax positions of prior years 47 14 167 Increase related to tax positions of the current year 51 53 90 Decrease related to tax positions of prior years ( 5 ) ( 84 ) ( 106 ) Decrease due to lapse in statutes of limitations ( 415 ) ( 143 ) ( 99 ) Ending balance $ 2,078 $ 2,400 $ 2,560 The Company recognizes interest and penalties related to income tax matters in income tax expense. As of December 31, 2020 and 2019, accrued interest and penalties on unrecognized tax benefits were $ 0.1 million and $ 0.7 million, respectively. 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 generally no longer subject to U.S. federal examinations by tax authorities for years prior to 2017 or state and local tax examinations by tax authorities for years prior to 2016. The Company is no longer subject to examination by tax authorities in the Netherlands for years prior to 2014. However, tax attribute carryforwards may still be adjusted upon examination by tax authorities. 13. Related Party Transactions Transactions with WPP As of December 31, 2020 (based on public filings), WPP owned 11,319,363 shares of the Company's outstanding Common Stock, representing 15.5 % ownership in the Company. On July 19, 2018, the Company filed a registration statement on Form S-1 with the SEC for the purpose of registering the shares of Common Stock owned by WPP in order to fulfill the Company's contractual obligations under a stockholders' rights agreement entered into by the Company and WPP in 2015. Refer to Footnote 4 , Debt for more information. The Company provides WPP, in the normal course of business, services amongst its different products and receives various services from WPP supporting the Company's data collection efforts. In 2015, there were a series of business and asset acquisitions and sales and issuances of Common Stock between the Company and WPP (giving rise to the stockholders' rights agreement described above) as well as a Subscription Receivable agreement that the Company entered into with GroupM, a WPP subsidiary. In 2016, as part of the Company's merger with Rentrak Corporation, the Company acquired contracts with WPP wholly-owned subsidiaries which were also included as a Subscription Receivable. The Subscription Receivable was recorded as contra equity within additional paid-in capital on the Consolidated Statements of Stockholders' Equity. As cash was received on the Subscription Receivable, additional paid-in capital was increased by the amount of cash received and the Company recognized imputed interest income. Upon fully utilizing the Subscription Receivable in September 2018, the Company began recognizing revenue as products and services were delivered under the respective agreements. Total revenue recognized under these agreements was $ 6.6 million, $ 8.3 million and $ 2.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company has a cancelable five-year agreement with Lightspeed, a WPP subsidiary, to collect browsing and demographic data for individual participating households. The agreement provides that the Company makes payments to Lightspeed of approximately $ 5.4 million per year through December 2025. The agreement is designed to be a comprehensive data collection effort across multiple in-home devices (e.g., television, streaming devices, computers, mobile phones, tablets, gaming devices and wearables) for which data is collected and sent to the Company for use in its products. Lightspeed is paid to manage the operational aspects of panel recruitment, compliance, inventory management, support and collection of panel demographic data. The Company's results from transactions with WPP and its affiliates, as reflected in the Consolidated Statements of Operations and Comprehensive Loss, are detailed below: Years Ended December 31, (In thousands) 2020 2019 2018 Revenues $ 13,315 $ 15,858 $ 11,610 Cost of revenues 10,094 10,455 11,077 General and administrative 316 539 99 Interest income — — 343 96 Table of Conte nt s The Company has the following balances related to transactions with WPP and its affiliates, as reflected in the Consolidated Balance Sheets: As of December 31, (In thousands) 2020 2019 Assets Accounts receivable, net $ 4,045 $ 2,542 Prepaid expenses and other current assets 1,496 1,180 Liabilities Accounts payable $ 2,817 $ 2,510 Accrued expenses 835 716 Contract liabilities 3,538 1,361 Transactions with Starboard On January 16, 2018, the Company entered into certain agreements with Starboard, then a beneficial owner of more than five percent of the Company's outstanding Common Stock. Refer to Footnote 4 , Debt , for further information regarding these agreements and the Company's issuance of senior secured convertible notes to Starboard in 2018. As a result of these agreements and the transactions contemplated thereby, Starboard ceased to be a beneficial owner of more than five percent of the Company's outstanding Common Stock on January 16, 2018. On April 18, 2018, the Company amended a prior agreement with Starboard, dated as of September 28, 2017 (the "September Agreement"), pertaining to the membership and composition of the Company's Board of Directors (the "Board"). Pursuant to the amendment, the Company and Starboard agreed that, effective as of the Company's annual meeting of stockholders on May 30, 2018, the size of the Board would be fixed at eight members. The amendment further designated Starboard's "appointees" under the September Agreement. As of December 31, 2018, Starboard had no remaining right to designate any directors to the Board. Included in the Consolidated Statements of Operations and Comprehensive Loss, the Company recorded interest expense, inclusive of non-cash accretion of issuance discount and deferred financing costs, related to the senior secured convertible notes of $ 33.3 million, $ 30.8 million, and $ 16.4 million during the years ended December 31, 2020, 2019 and 2018, respectively. The Company has the following balances related to transactions with Starboard, as reflected in the Consolidated Balance Sheets: As of December 31, (In thousands) 2020 2019 Accrued expenses $ — $ 6,120 Senior secured convertible notes 192,895 184,075 Financing derivatives 11,300 21,587 Other non-current liabilities 6,120 — 14. Organizational Restructuring In June and December 2018, the Company's Board of Directors authorized management to implement reductions in its workforce (less than 10 %) and rationalize its portfolio of leased properties due to the reductions in headcount ("2018 Restructuring Plans"). This restructuring effort resulted in the termination of one operating lease, the extension of the lease related to the Company's headquarters, and the sublease of three offices. In connection with the 2018 Restructuring Plans, the Company incurred total exit-related costs of $ 8.1 million. $ 10.3 million was recorded in 2018, and $ 2.2 million was reversed in 2019 related to an employee who ultimately did not exit the Company. These plans were complete as of December 31, 2019. In May 2019, the Company implemented an additional reduction in force plan ("May 2019 Restructuring Plan") in order to reduce costs and more effectively align resources with business priorities. Together with attrition, the May 2019 Restructuring Plan resulted in the termination of approximately 10 % of the Company's workforce. In connection with the May 2019 Restructuring Plan, the Company incurred total exit-related costs of $ 3.1 million during the year ended December 31, 2019. The Company does not expect to incur any future expenses related to this plan. In August 2019, the Company implemented a further reduction in force plan ("August 2019 Restructuring Plan") in order to reduce costs and more effectively align resources with business priorities. The August 2019 Restructuring Plan resulted in the termination of approximately 8 % of the Company's workforce. In connection with the August 2019 Restructuring Plan, the Company incurred total exit-related costs of $ 2.5 million. 97 Table of Conte nt s The tables below summarize the balance of accrued restructuring expenses and the changes in the accrued amounts for each period presented. 2018 Restructuring Plans (In thousands) Severance pay and benefits Short-term lease exit and other direct costs Long-term lease exit and other direct costs Total Restructuring expense (1) $ 7,145 $ 1,271 $ 1,847 $ 10,263 Payments ( 2,652 ) ( 561 ) ( 37 ) ( 3,250 ) Foreign exchange — ( 2 ) — ( 2 ) Accrued Balance as of December 31, 2018 $ 4,493 $ 708 $ 1,810 $ 7,011 Adoption of ASC 842 (2) — ( 708 ) ( 1,810 ) ( 2,518 ) Restructuring expense (3) ( 2,195 ) — — ( 2,195 ) Payments ( 2,298 ) — — ( 2,298 ) Accrued Balance as of December 31, 2019 $ — $ — $ — $ — (1) During the year ended December 31, 2018, the Company recognized a reduction of $ 0.7 million of liability related to the write-off of certain lease-related liabilities, offset by $ 0.5 million in stock-based compensation related to the termination of certain employees, $ 0.5 million in accelerated depreciation on assets located within subleased properties, and $ 0.1 million in other expenses. (2) The Company adopted ASC 842, Leases, as of January 1, 2019. For additional details regarding the adoption, please refer to Footnote 2 , Summary of Significant Accounting Policies. (3) Restructuring expense decreased due to a reversal of planned executive compensation. 2019 Restructuring Plans (In thousands) May 2019 Restructuring Plan August 2019 Restructuring Plan Severance pay and benefits related restructuring expense $ 3,141 $ 2,454 Payments ( 2,847 ) ( 1,756 ) Accrued Balance as of December 31, 2019 294 698 Payments ( 294 ) ( 698 ) Accrued Balance as of December 31, 2020 $ — $ — 98 Table of Conte nt s 15. Quarterly Financial Information (Unaudited) The following tables summarize quarterly financial data for 2020 and 2019. The Company's results of operations vary and may continue to fluctuate significantly from quarter to quarter. The results of operations in any period should not necessarily be considered indicative of the results to be expected from any future period. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except share and per share data) 2020 First Second Third Fourth Revenues $ 89,528 $ 88,566 $ 87,952 $ 89,990 Cost of revenues (1) 45,798 44,949 46,466 43,499 Gross profit 43,730 43,617 41,486 46,491 Selling and marketing (1) 19,213 16,007 17,131 17,869 Research and development (1) 10,136 9,765 9,501 9,304 General and administrative (1) 15,543 13,741 12,136 14,363 Amortization of intangible assets 6,918 6,846 6,750 6,705 Impairment of right-of-use and long-lived assets 4,671 — — — Total expenses from operations 56,481 46,359 45,518 48,241 Loss from operations ( 12,751 ) ( 2,742 ) ( 4,032 ) ( 1,750 ) Interest expense, net ( 8,846 ) ( 8,856 ) ( 9,027 ) ( 9,076 ) Other income, net 7,194 1,477 4,191 1,692 Gain (loss) from foreign currency transactions 804 ( 944 ) ( 2,012 ) ( 2,338 ) Loss before income taxes ( 13,599 ) ( 11,065 ) ( 10,880 ) ( 11,472 ) Income tax benefit (provision) 415 664 ( 241 ) ( 1,740 ) Net loss $ ( 13,184 ) $ ( 10,401 ) $ ( 11,121 ) ( 13,212 ) Net loss per common share: Basic and diluted $ ( 0.19 ) $ ( 0.15 ) $ ( 0.16 ) $ ( 0.18 ) Weighted-average number of shares used in per share calculation - Common Stock: Basic and diluted 70,127,939 70,554,326 71,222,122 72,814,261 (1) Amortization of stock-based compensation expense is included in the line items above as follows: First Second Third Fourth Cost of revenues $ 209 $ 487 $ 503 $ 89 Selling and marketing 609 720 625 272 Research and development 56 375 386 69 General and administrative 1,784 764 1,010 2,115 Total stock-based compensation expense $ 2,658 $ 2,346 $ 2,524 $ 2,545 99 Table of Conte nt s 2019 First Second Third Fourth Revenues $ 102,294 $ 96,888 $ 94,300 $ 95,163 Cost of revenues (1) 53,407 51,994 47,390 46,831 Gross profit 48,887 44,894 46,910 48,332 Selling and marketing (1) 24,840 23,329 20,421 20,555 Research and development (1) 18,216 16,883 14,064 12,639 General and administrative (1) 19,545 16,932 14,064 15,878 Amortization of intangible assets 8,105 8,076 6,970 6,925 Investigation and audit related 842 2,354 980 129 Impairment of goodwill — 224,272 — — Impairment of intangible assets — 17,308 — — Settlement of litigation, net — 5,000 ( 2,100 ) — Restructuring ( 70 ) 2,949 2,270 ( 1,886 ) Total expenses from operations 71,478 317,103 56,669 54,240 Loss from operations ( 22,591 ) ( 272,209 ) ( 9,759 ) ( 5,908 ) Interest expense, net ( 6,759 ) ( 8,242 ) ( 8,175 ) ( 8,350 ) Other income (expense), net 2,969 ( 3,081 ) 6,733 ( 4,967 ) Gain (loss) from foreign currency transactions 38 ( 464 ) 1,194 ( 432 ) Loss before income taxes ( 26,343 ) ( 283,996 ) ( 10,007 ) ( 19,657 ) Income tax (provision) benefit ( 1,171 ) 4,463 ( 552 ) ( 1,733 ) Net loss $ ( 27,514 ) $ ( 279,533 ) $ ( 10,559 ) $ ( 21,390 ) Net loss per common share: Basic and diluted $ ( 0.46 ) $ ( 4.61 ) $ ( 0.16 ) $ ( 0.31 ) Weighted-average number of shares used in per share calculation - Common Stock: Basic and diluted 59,958,203 60,697,608 64,157,167 69,644,437 (1) Stock-based compensation expense is included in the line items above as follows: First Second Third Fourth Cost of revenues $ 848 $ 636 $ 396 $ ( 28 ) Selling and marketing 1,316 1,087 756 456 Research and development 726 668 469 118 General and administrative 4,063 1,913 1,392 1,879 Restructuring — ( 266 ) 129 — Total stock-based compensation expense $ 6,953 $ 4,038 $ 3,142 $ 2,425 100 Table of Conte nt s 16. Subsequent Events On January 7, 2021, the Company entered into separate Securities Purchase Agreements with each of Charter, Qurate and Pine, pursuant to which, at the closing of the Transactions contemplated thereby, the Company will issue and sell (a) to Charter, 27,509,203 shares of Series B Convertible Preferred Stock in exchange for $ 68.0 million, (b) to Qurate, 27,509,203 shares of Series B Convertible Preferred Stock in exchange for $ 68.0 million and (c) to Pine, 27,509,203 shares of Series B Convertible Preferred Stock in exchange for $ 68.0 million. The proceeds of the Transactions will be used to repay the Notes. Additionally, in connection with the closing, the Company expects to repay the Secured Term Note and certain transaction-related expenses with cash from its balance sheet. Refer to Footnote 4 , Debt for additional information on the Notes and the Secured Term Note. The Transactions and related matters were approved by the Company's stockholders on March 9, 2021 and are expected to be completed on or around March 10, 2021. Repayment of the Notes and the Secured Term Note will result in the termination of the affirmative and negative covenants set forth in these instruments, including the Notes covenant requiring maintenance of certain minimum cash balances (currently $ 40.0 million), and is expected to improve the Company's financial position and liquidity. The exercise price of the Company's Series A Warrants described in Footnote 5 , Stockholders' Equity , is subject to anti-dilution adjustment in certain circumstances, including upon certain issuances of capital stock. As a result of the Transactions described above, the Company expects to adjust the exercise price of the Series A Warrants to the closing price of the Transactions. Upon closing of the Transactions, the Company expects to record a non-cash charge that will include extinguishment of debt and associated derivatives, issuance of 3.15 million conversion shares to affiliates of Starboard Value LP, and the anti-dilution adjustment to the Series A Warrants described above. The non-cash charge at closing is estimated to range between $ 15 million and $ 25 million based on recent trading prices of the Company's Common Stock, but could vary depending on the market price of the Common Stock on the closing date and other variables. 101 Table of Conte nt s ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.