What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2022-03-02 compared with 2021-03-10 · 279 added, 449 removed, 275 unchanged (73% of the section changed)

32 unchanged sentences

Loss from operations (28,865) (7.9) % (21,275) (6.0) % (310,467) (79.9) %

Loss on extinguishment of debt (9,629) (2.6) % — — % — — %

Interest expense, net (7,801) (2.1) % (35,805) (10.1) % (31,526) (8.1) %

Other income (expense), net 14,554 4.1 % 1,654 0.4 % (1,464) (0.3) %

(Loss) gain from foreign currency transactions (4,490) (1.3) % 336 0.1 % 1,303 0.3 %

Other (expense) income, net (5,778) (1.6) % 14,554 4.1 % 1,654 0.4 %

Gain (loss) from foreign currency transactions 2,895 0.8 % (4,490) (1.3) % 336 0.1 %

Loss before income taxes (49,178) (13.4) % (47,016) (13.2) % (340,003) (87.5) %

3 unchanged sentences

Our products and services are organized around solution groups that address customer needs.

We evaluate revenues around three solution groups:

We evaluated revenues around three solution groups for the years ended December 31, 2021, 2020 and 2019:

• Ratings and Planning provides measurement of the behavior and characteristics of audiences of content and advertising, across television and digital platforms including connected (Smart) televisions, computers, tablets, mobile devices, and other connected devices.

14 unchanged sentences

Total revenues $ 367,013 100.0 % $ 356,036 100.0 % $ 10,977 3.1 %

(1) In the second quarter of 2020, we 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.

(1) In the second quarter of 2020, we began classifying revenue from certain new and extended custom agreements for services that utilize our syndicated data set, previously classified under Analytics and Optimization, as Ratings and Planning.

The impact was not material to either solution group.

Total revenues decreased by $32.6 million, or 8.4%, for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Total revenues increased by $11.0 million, or 3.1%, for the year ended December 31, 2021 as compared to 2020.

Ratings and Planning revenue is comprised of revenue from our digital, television and cross-platform products.

Ratings and Planning decreased by $18.0 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

The decrease was largely driven by lower revenue from our syndicated digital products due in part to the COVID-19 pandemic.

Additionally, revenue from our smaller and international syndicated digital customers continued to be impacted by ongoing industry changes in ad buying and consolidations.

While retention of syndicated digital enterprise customers remained high, revenue from our syndicated digital products represented 48% and 51% of our Ratings and Planning revenue for the years ended December 31, 2020 and 2019, respectively.

Cross-platform revenue decreased due to fewer deliveries of data in 2020 versus 2019.

TV revenue was higher due to our partnership with LiveRamp, additional deliveries of local and addressable TV solutions, and increased deliveries on contracts with political customers.

Ratings and Planning increased by $1.4 million for the year ended December 31, 2021 as compared to 2020.

The increase was driven by higher revenue from our TV products, offset by lower revenue from our syndicated digital products.

TV revenue was higher primarily due to new partnerships, increased agency adoption and higher deliveries of custom TV data.

TV revenue increased to 43% of Ratings and Planning revenue in 2021 as compared to 40% in 2020.

Analytics and Optimization revenue decreased by $5.6 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

The decrease was primarily due to fewer deliveries of custom solutions, lift and survey deliverables, and branded content, due in part to the COVID-19 pandemic.

These decreases were partially offset by higher activation usage during the year.

Movies Reporting and Analytics revenue decreased by $9.0 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Revenue continues to be impacted by ongoing theater closures, delayed releases and shifts in consumer behavior as a result of the COVID-19 pandemic.

We expect these factors to continue affecting movies revenue for the foreseeable future.

Syndicated digital revenue was lower primarily due to our smaller customers who continued to be impacted by ongoing industry changes in ad buying and consolidations.

While retention of syndicated digital enterprise customers remained high, revenue from our syndicated digital products represented 45% and 48% of our Ratings and Planning revenue for the years ended December 31, 2021 and 2020, respectively.

Analytics and Optimization revenue increased by $12.2 million for the year ended December 31, 2021 as compared to 2020.

The increase was related to higher revenue across our product offerings, including activation, custom solutions, lift and survey.

Activation experienced double-digit year-over-year growth as we continued to bring new solutions to market.

Movies Reporting and Analytics revenue decreased by $2.7 million for the year ended December 31, 2021 as compared to 2020.

The decrease was primarily driven by lower revenues during the first quarter of 2021, which reflected the full impact of the COVID-19 pandemic and its effect on theater closures, movie releases and consumer behavior worldwide.

Based on more recent trends, we believe revenue from the movies business should experience sequential quarterly increases as consumers return to theaters.

Revenues for the years ended December 31, 2020 and 2019 are as follows:

2 unchanged sentences

Ratings and Planning (1)

$ 253,652 71.2 % $ 271,623 69.9 % $ (17,971) (6.6) %

Analytics and Optimization (1)

69,080 19.4 % 74,725 19.2 % (5,645) (7.6) %

Movies Reporting and Analytics 33,304 9.4 % 42,297 10.9 % (8,993) (21.3) %

Total revenues $ 356,036 100.0 % $ 388,645 100.0 % $ (32,609) (8.4) %

Total revenues decreased by $30.8 million, or 7.4%, for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

The decrease was driven by the Ratings and Planning and Analytics and Optimization solution groups.

Ratings and Planning revenue decreased by $13.7 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

The decrease was primarily driven by syndicated digital products, which declined 12% from 2019 to 2018.

The impact was not material to either solution group.

Total revenues decreased by $32.6 million, or 8.4%, for the year ended December 31, 2020 as compared to 2019.

Ratings and Planning revenue is comprised of revenue from our digital, television and cross-platform products.

Ratings and Planning decreased by $18.0 million for the year ended December 31, 2020 as compared to 2019.

The decrease was largely driven by lower revenue from our syndicated digital products due in part to the COVID-19 pandemic.

Additionally, revenue from our smaller and international syndicated digital customers continued to be impacted by ongoing industry changes in ad buying and consolidations.

While retention of syndicated digital

Table of Conte nt s

retention of syndicated digital enterprise customers remained high in 2019, revenue from our smaller and international syndicated digital customers declined and continued to be impacted by ongoing industry changes in ad buying and consolidation.

Syndicated digital revenue represented 51% and 55% of our Ratings and Planning revenue for 2019 and 2018, respectively.

Revenue from vCE declined due to lower volumes of measured impressions as we transitioned to premium video content through our CCR product offering.

Offsetting those decreases were increased revenue from our cross-platform and TV offerings.

Cross-platform revenue increased from higher deliveries of data in 2019 versus 2018.

enterprise customers remained high, revenue from our syndicated digital products represented 48% and 51% of our Ratings and Planning revenue for the years ended December 31, 2020 and 2019, respectively.

Cross-platform revenue decreased due to fewer deliveries of data in 2020 versus 2019.

TV revenue was higher primarily due to new partnerships, additional deliveries of local and addressable TV solutions, and increased deliveries on contracts with political customers.

TV revenue increased to 40% of Ratings and Planning revenue in 2020 as compared to 36% in 2019.

TV revenue grew as a result of higher local TV revenue due to new customers and expansion of existing relationships, offset in part by lower national TV revenue, due in part to political revenue recognized in 2018 that did not recur in 2019.

Analytics and Optimization revenue decreased by $17.7 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

The decrease was primarily driven by lower sales and deliveries of digital custom solutions, survey and lift products in 2019.

The decrease was offset by increased revenue from Activation products, which continued to experience year-over-year growth.

Movies Reporting and Analytics revenue increased by $0.6 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018 due to growth in new product revenue.

Analytics and Optimization revenue decreased by $5.6 million for the year ended December 31, 2020 as compared to 2019.

The decrease was primarily due to fewer deliveries of custom solutions, lift and survey deliverables, and branded content, due in part to the COVID-19 pandemic.

These decreases were partially offset by higher activation usage during the year.

Movies Reporting and Analytics revenue decreased by $9.0 million for the year ended December 31, 2020 as compared to 2019.

Revenue was impacted by theater closures, delayed releases and shifts in consumer behavior as a result of the COVID-19 pandemic.

New Solution Groups

In the first quarter of 2022, management decided to evaluate future revenue results around solution groups that better represent our evolving business and customer needs.

Beginning with the first quarter of 2022, we plan to present revenue in two solution groups:

• Digital Ad Solutions;

• Cross Platform Solutions, which includes the movies business.

If we had evaluated revenue based on these solution groups for the year ended December 31, 2021, our revenue from Digital Ad Solutions and Cross Platform Solutions would have been approximately 60% and 40% of total revenue, respectively.

Revenues by Geographic Location

Revenue from outside of the United States was $45.1 million, $45.3 million and $52.6 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Revenue declines were due in part to our exit from certain countries as part of our restructuring activities, as well as the impact of the COVID-19 pandemic in 2020.

Please refer to Footnote 14 , Organizational Restructuring , of the Notes to Consolidated Financial Statements.

revenue declined due in part to our exit from certain countries as part of restructuring activities in prior years, as well as the impact of the COVID-19 pandemic.

We generate the majority of our revenues from the sale and delivery of our products within the United States.

For information with respect to sales by geographic markets, refer to Footnote 4 , Revenue Recognition , of the Notes to Consolidated Financial Statements.

Our chief operating decision maker (our Chief Executive Officer ("CEO")) does not evaluate the profit or loss from any separate geography.

Our chief operating decision maker (our CEO) does not evaluate the profit or loss from any separate geography.

We anticipate that revenues from our U.S.

sales will continue to constitute a substantial and increasing portion of our revenues in future periods.

We expect our international revenues to continue to decline as a percentage of our total revenues as a result of relative growth in our domestic product offerings.

We expect our non-U.S.

revenues to continue to decline as a percentage of our total revenues as a result of relative growth in our domestic product offerings.

WPP Related Party Revenue

We provide WPP and its affiliates, in the normal course of business, services relating to our different product lines and receive various services from WPP and its affiliates in supporting our data collection efforts.

For the years ended 2020, 2019, and 2018, related party revenues with WPP and its affiliates were $13.3 million, $15.9 million and $11.6 million, respectively.

For the years ended December 31, 2021, 2020, and 2019, related party revenues with WPP and its affiliates were $13.6 million, $13.3 million and $15.9 million, respectively.

Cost of Revenues

Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, the recruitment, maintenance and support of our consumer panels and amortization of capitalized fulfillment costs.

Expenses associated with these areas include employee costs including salaries, benefits, stock-based compensation and other related personnel costs of network operations, survey operations, custom analytics and technical support, all of which are expensed as they are incurred.

Cost of revenues also includes costs to obtain MVPD data sets and panel, census based and other data sets used in our products as well as operational costs associated with our data centers, including depreciation expense associated with computer equipment and internally developed software that supports our panels and systems.

These expenses include employee costs for salaries, benefits, stock-based compensation and other related personnel costs of network operations, survey operations, custom analytics and technical support, all of which are expensed as they are incurred.

Cost of revenues also includes costs to obtain multichannel video programming distributor ("MVPD") data sets and panel, census based and other data sets used in our products as well as operational costs associated with our data centers, including depreciation expense associated with computer equipment and internally developed software that supports our panels and systems.

Additionally, cost of revenues includes allocated overhead, lease expense and other facilities-related costs.

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Systems and bandwidth costs 27,565 7.5 % 24,349 6.8 % 3,216 13.2 %

Panel costs 19,075 5.4 % 20,901 5.4 % (1,826) (8.7) %

Lease expense and depreciation 18,946 5.2 % 16,970 4.8 % 1,976 11.6 %

Technology 5,710 1.6 % 5,887 1.5 % (177) (3.0) %

Panel costs 15,198 4.1 % 19,075 5.4 % (3,877) (20.3) %

Sample and survey costs 7,008 1.9 % 5,133 1.4 % 1,875 36.5 %

Technology 5,689 1.6 % 5,710 1.6 % (21) (0.4) %

Professional fees 5,109 1.4 % 4,272 1.2 % 837 19.6 %

Royalties and resellers (33) — % 4,027 1.0 % (4,060) (100.8) %

Royalties and resellers 4,039 1.1 % (33) — % 4,072 NM (1)

Other 3,908 1.1 % 2,718 0.8 % 1,190 43.8 %

Total cost of revenues $ 203,044 55.3 % $ 180,712 50.8 % $ 22,332 12.4 %

Cost of revenues decreased by $18.9 million, or 9.5%, for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Employee costs decreased $12.1 million primarily due to lower headcount.

Royalties and resellers costs decreased $4.1 million primarily due to a $2.0 million one-time, non-cash benefit related to certain revenue share arrangements recorded in the fourth quarter of 2020 and lower costs due to less revenue associated with revenue sharing arrangements.

Professional fees decreased $2.7 million primarily due to a decrease in consulting services.

Sample and survey costs decreased $2.1 million primarily due to lower sales and deliveries of digital marketing solutions.

Panel costs decreased $1.8 million driven by lower recruitment and support costs for our mobile panels.

Offsetting these decreases was an increase in data costs of $3.4 million primarily due to increases in data licensing agreements as we continued to invest in product solution offerings through the acquisition of additional TV data.

We expect this increase in data costs to continue in 2021.

Lease expense and depreciation increased $1.9 million primarily due to increased depreciation related to internally developed software.

(1) Calculation is not meaningful.

Cost of revenues increased by $22.3 million, or 12.4%, for the year ended December 31, 2021 as compared to 2020.

Data costs increased by $10.6 million primarily due to higher TV data licensing costs to expand our data footprint and data rights, including our expanded data license with Charter.

Royalties and resellers expenses increased $4.1 million primarily due to a $2.0 million one-time, non-cash benefit related to certain revenue share arrangements recorded in the fourth quarter of 2020, lower costs during 2020 due to less revenue associated with revenue sharing arrangements, and a reclassification of costs historically captured in data costs to better reflect the nature of the services provided.

Systems and bandwidth costs increased $3.2 million primarily due to increases in cloud-based data storage and bandwidth capacity.

Employee costs increased $2.5 million as we allocated more employee resources towards support of our products and operating infrastructure and modified certain employee incentive compensation.

Lease expense and depreciation increased $2.0 million primarily due to higher depreciation driven by previously capitalized internal-use software costs.

Sample and survey costs increased $1.9 million primarily due to higher sales and deliveries of digital marketing solutions.

Other expenses increased by $1.2 million primarily due to higher contract fulfillment costs associated with the delivery of our cross-platform products in Europe.

Offsetting these increases was a decrease in panel costs of $3.9 million primarily due to lower recruitment and support costs for our mobile panels.

Cost of revenues for the years ended December 31, 2020 and 2019 are as follows:

2 unchanged sentences

$ Variance % Variance

Employee costs $ 50,996 13.1 % $ 57,490 13.7 % $ (6,494) (11.3) %

Data costs $ 63,598 17.9 % $ 60,165 15.5 % $ 3,433 5.7 %

Employee costs 38,920 10.9 % 50,996 13.1 % (12,076) (23.7) %

Systems and bandwidth costs 24,349 6.8 % 25,023 6.4 % (674) (2.7) %

1 unchanged sentence

Lease expense and depreciation 16,970 4.8 % 15,052 3.9 % 1,918 12.7 %

15,052 3.9 % 12,753 3.0 % 2,299 18.0 %

Technology 5,710 1.6 % 5,887 1.5 % (177) (3.0) %

1 unchanged sentence

Professional fees 4,272 1.2 % 6,985 1.8 % (2,713) (38.8) %

Royalties and resellers 4,027 1.0 % 3,389 0.8 % 638 18.8 %

Royalties and resellers (33) — % 4,027 1.0 % (4,060) NM (1)

Other 2,718 0.8 % 3,361 0.9 % (643) (19.1) %

Total cost of revenues $ 180,712 50.8 % $ 199,622 51.4 % $ (18,910) (9.5) %

(1) As discussed in Footnote 2 , Summary of Significant Accounting Policies, in our 2019 10-K , we adopted ASC 842, Leases as of January 1, 2019.

Lease expense and depreciation for the year ended December 31, 2019 is not comparable to the year ended December 31, 2018 due to our adoption of ASC 842.

Cost of revenues decreased by $0.6 million, or 0.3%, for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

Employee costs decreased $6.5 million due to reduced headcount and restructuring efforts as discussed in Footnote 14 , Organizational Restructuring .

Systems and bandwidth costs decreased $2.0 million due to our technology transformation to reduce complexity, increase capacity, and transition to a cloud-based environment from data centers.

Panel costs decreased $1.8 million due to lower costs associated with incentive plans used in certain countries and the use of more cost-effective recruitment solutions.

Other costs decreased $2.0 million due to reduction in travel costs from lower headcount and certain license expenses that are now included in data costs.

Offsetting these decreases was an increase in data costs of $6.9 million due to increased costs associated with our long-term data contracts with MVPDs.

We continued to invest in product solution offerings through the acquisition of additional TV data.

Lease expense and depreciation increased $2.3 million primarily due to increased depreciation related to internally developed software.

Professional fees increased $1.5 million due to an increase in data governance and technology consulting services to improve operational processes.

(1) Calculation is not meaningful.

Cost of revenues decreased by $18.9 million, or 9.5%, for the year ended December 31, 2020 as compared to 2019.

Employee costs decreased $12.1 million primarily due to lower headcount.

Professional fees decreased $2.7 million primarily due to a decrease in consulting services.

Sample and survey costs decreased $2.1 million primarily due to lower sales and deliveries of digital marketing solutions.

Panel costs decreased $1.8 million driven by lower recruitment and support costs for our mobile panels.

Lease expense and depreciation increased $1.9 million primarily due to increased depreciation driven by previously capitalized internal-use software costs.

Selling and Marketing

Selling and marketing expenses consist primarily of employee costs, including salaries, benefits, commissions, stock-based compensation and other related costs for personnel associated with sales and marketing activities, as well as costs related to online and

Table of Conte nt s

offline advertising, industry conferences, promotional materials, public relations, other sales and marketing programs and allocated overhead, which is comprised of lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.

industry conferences, promotional materials, public relations, other sales and marketing programs and allocated overhead, which is comprised of lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.

Selling and marketing expenses for the years ended December 31, 2021 and 2020 are as follows:

3 unchanged sentences

Lease expense and depreciation 4,217 1.1 % 4,980 1.4 % (763) (15.3) %

Professional fees 2,651 0.7 % 2,521 0.6 % 130 5.2 %

Technology 2,621 0.7 % 2,579 0.7 % 42 1.6 %

Professional fees 2,024 0.6 % 2,651 0.7 % (627) (23.7) %

Travel 333 0.1 % 720 0.2 % (387) (53.8) %

1 unchanged sentence

Total selling and marketing expenses $ 66,937 18.2 % $ 70,220 19.7 % $ (3,283) (4.7) %

Selling and marketing expenses decreased by $18.9 million, or 21.2%, for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Employee costs decreased $14.4 million primarily as a result of lower headcount and a decrease in sales commissions.

Travel costs decreased $2.5 million, and other costs decreased $1.3 million, primarily due to a reduction in travel and lower marketing and event costs as a result of the COVID-19 pandemic.

Selling and marketing expenses decreased by $3.3 million, or 4.7%, for the year ended December 31, 2021 as compared to 2020.

Employee costs decreased $1.7 million primarily due to lower commission expense and a decrease in employee headcount.

Lease and depreciation expense decreased $0.8 million primarily due to lower rent as we reduced our office footprint and sublet two locations during 2020.

Selling and marketing expenses for the years ended December 31, 2020 and 2019 are as follows:

3 unchanged sentences

Lease expense and depreciation 4,980 1.4 % 5,690 1.5 % (710) (12.5) %

5,690 1.5 % 7,670 1.8 % (1,980) (25.8) %

Travel 3,260 0.8 % 4,780 1.1 % (1,520) (31.8) %

Technology 2,726 0.7 % 1,042 0.2 % 1,684 161.6 %

Professional fees 2,651 0.7 % 2,521 0.6 % 130 5.2 %

Technology 2,579 0.7 % 2,726 0.7 % (147) (5.4) %

Travel 720 0.2 % 3,260 0.8 % (2,540) (77.9) %

Other 1,661 0.5 % 2,969 0.8 % (1,308) (44.1) %

Total selling and marketing expenses $ 70,220 19.7 % $ 89,145 22.9 % $ (18,925) (21.2) %

(1) As discussed in Footnote 2 , Summary of Significant Accounting Policies, in our 2019 10-K , we adopted ASC 842, Leases as of January 1, 2019.

Lease expense and depreciation for the year ended December 31, 2019 is not comparable to the year ended December 31, 2018 due to our adoption of ASC 842.

Selling and marketing expenses decreased by $19.3 million, or 17.8%, for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

Employee costs decreased $15.6 million due to reduced headcount and restructuring efforts as discussed in Footnote 14 , Organizational Restructuring .

Lease expense and depreciation decreased $2.0 million as a result of various lease terminations and decreased depreciation expense as various assets reached the end of their depreciable lives.

Travel costs decreased $1.5 million from lower headcount while professional fees decreased $0.8 million from reduced use of consultants.

Offsetting these decreases in costs was an increase of $1.7 million in technology costs due certain license expenses that were previously included in research and development expense.

Selling and marketing expenses decreased by $18.9 million, or 21.2%, for the year ended December 31, 2020 as compared to 2019.

Employee costs decreased $14.4 million primarily as a result of lower headcount and a decrease in sales commissions.

Travel costs decreased $2.5 million, and other costs decreased $1.3 million, primarily due to a reduction in travel and lower marketing and event costs as a result of the COVID-19 pandemic.

Research and Development

9 unchanged sentences

Total research and development expenses $ 39,123 10.7 % $ 38,706 10.9 % $ 417 1.1 %

Research and development expenses decreased by $23.1 million, or 37.4%, for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Employee costs decreased $19.1 million primarily due to lower headcount.

Lease expense and

Research and development expenses increased by $0.4 million, or 1.1%, for the year ended December 31, 2021 as compared to 2020.

Employee costs increased $0.6 million primarily due to higher stock-based compensation expense and the modification of certain employee incentive compensation.

Table of Conte nt s

depreciation decreased $2.0 million primarily as a result of various lease terminations and executed sublease agreements.

Professional fees decreased $1.6 million primarily due to a decrease in consulting services.

Research and development expenses for the years ended December 31, 2020 and 2019 are as follows:

2 unchanged sentences

Employee costs $ 28,512 8.0 % $ 47,626 12.3 % $ (19,114) (40.1) %

Lease expense and depreciation (1)

5,958 1.5 % 7,057 1.7 % (1,099) (15.6) %

Technology 4,322 1.2 % 4,164 1.1 % 158 3.8 %

Lease expense and depreciation 3,999 1.1 % 5,958 1.5 % (1,959) (32.9) %

Professional fees 1,258 0.4 % 2,860 0.7 % (1,602) (56.0) %

1 unchanged sentence

Total research and development expenses $ 38,706 10.9 % $ 61,802 15.9 % $ (23,096) (37.4) %

(1) As discussed in Footnote 2 , Summary of Significant Accounting Policies, in our 2019 10-K , we adopted ASC 842, Leases as of January 1, 2019.

Lease expense and depreciation for the year ended December 31, 2019 is not comparable to the year ended December 31, 2018 due to our adoption of ASC 842.

Research and development expenses decreased by $15.2 million, or 19.7%, for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

Employee costs decreased $12.9 million due to reduced headcount and restructuring efforts as discussed in Footnote 14 , Organizational Restructuring .

Lease expense and depreciation decreased $1.1 million as a result of various lease terminations and decreased depreciation expense as various assets reached the end of their depreciable lives.

Technology costs decreased $0.9 million due to certain license expenses that are now included in selling and marketing expense.

Research and development expenses decreased by $23.1 million, or 37.4%, for the year ended December 31, 2020 as compared to 2019.

Employee costs decreased $19.1 million primarily due to lower headcount.

Lease expense and depreciation decreased $2.0 million primarily due to lower rent as we reduced our office footprint and sublet two locations during 2020.

Professional fees decreased $1.6 million primarily due to a decrease in consulting services.

General and Administrative

5 unchanged sentences

Professional fees 16,194 4.4 % 12,922 3.6 % 3,272 25.3 %

Technology 2,922 0.8 % 2,246 0.6 % 676 30.1 %

Lease expense and depreciation 1,888 0.5 % 2,114 0.6 % (226) (10.7) %

Bad debt expense 1,693 0.5 % 727 0.2 % 966 132.9 %

Transition services agreement — — % 667 0.2 % (667) (100.0) %

Bad debt (benefit) expense (80) — % 1,693 0.5 % (1,773) NM (1)

Other 7,241 2.0 % 8,603 2.4 % (1,362) (15.8) %

Total general and administrative expenses $ 61,736 16.8 % $ 55,783 15.7 % $ 5,953 10.7 %

General and administrative expenses decreased by $10.6 million, or 16.0%, for the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Employee costs decreased $6.2 million primarily due to $3.3 million in severance costs for certain executives who exited in 2019, as well as lower headcount and a decrease in stock-based compensation expense.

Professional fees decreased $5.5 million primarily due to reduced audit and legal fees in 2020 as compared to 2019, and fees related to the issuance of Common Stock and warrants in 2019.

These decreases were offset by an increase in bad debt expense of $1.0 million primarily due to increased reserves related to customers impacted by the current economic environment.

(1) Calculation is not meaningful.

General and administrative expenses increased by $6.0 million, or 10.7%, for the year ended December 31, 2021 as compared to 2020.

Employee costs increased $5.4 million primarily due to higher stock-based compensation expense and the modification of certain employee incentive compensation.

Professional fees increased $3.3 million primarily due to increased consulting and audit fees in 2021 related to implementation support for our new ERP system.

These increases were offset by a decrease in bad debt expense of $1.8 million primarily due to the increase in our allowance in the first half of 2020 as a result of the COVID-19 pandemic.

General and administrative expenses for the years ended December 31, 2020 and 2019 are as follows:

4 unchanged sentences

Lease expense and depreciation 2,114 0.6 % 2,491 0.6 % (377) (15.1) %

2,491 0.6 % 3,711 0.9 % (1,220) (32.9) %

Transition services agreement 667 0.2 % 9,035 2.2 % (8,368) (92.6) %

Bad debt expense 1,693 0.5 % 727 0.2 % 966 132.9 %

Transition services agreement — — % 667 0.2 % (667) (100.0) %

Other 10,849 3.0 % 9,714 2.5 % 1,135 11.7 %

Total general and administrative expenses $ 55,783 15.7 % $ 66,419 17.1 % $ (10,636) (16.0) %

(1) As discussed in Footnote 2 , Summary of Significant Accounting Policies, in our 2019 10-K , we adopted ASC 842, Leases as of January 1, 2019.

Lease expense and depreciation for the year ended December 31, 2019 is not comparable to the year ended December 31, 2018 due to our adoption of ASC 842.

General and administrative expenses decreased by $10.6 million, or 16.0%, for the year ended December 31, 2020 as compared to 2019.

Professional fees decreased $5.5 million primarily due to reduced audit and legal fees in 2020 as compared to 2019, and fees related to the issuance of Common Stock and warrants in 2019.

These decreases were offset by an increase in bad debt expense of $1.0 million primarily due to increased reserves related to customers impacted by the current economic environment.

Table of Conte nt s

General and administrative expenses decreased by $18.1 million, or 21.4%, for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

The decrease was largely attributable to a reduction in transition services agreement costs, employee costs, professional fees and lease depreciation expense.

Transition services agreement costs decreased $8.4 million as a result of the termination of a three-year transition services agreement.

Employee costs decreased primarily due to reduced headcount and restructuring efforts as discussed in Footnote 14 , Organizational Restructuring , partially offset by a $3.3 million increase in severance expense related to the departure of certain executives in 2019.

Professional fees decreased $3.1 million as a result of lower audit and compliance costs, offset by transaction costs associated with the sale of shares of Common Stock and warrants in June 2019.

Lease expense and depreciation decreased $1.2 million as a result of decreased depreciation expense as various assets reached the end of their depreciable lives and decreased lease expense from various lease terminations and executed sublease agreements.

Loss on Extinguishment of Debt

Loss on extinguishment of debt represents the difference between the carrying value of our debt instruments and any consideration paid to our creditors in the form of cash or shares of our Common Stock on the extinguishment date.

In 2021, we recorded a $9.6 million loss on debt extinguishment related to the payoff of the Notes and the Secured Term Note on March 10, 2021.

The primary drivers of the extinguishment loss were the write-off of unamortized deferred financing costs and issuance discounts, the issuance of additional shares of Common Stock in connection with the extinguishment, and the derecognition of the interest rate reset derivative liability on the Notes.

These components are described in Footnote 6 , Debt .

Amortization of Intangible Assets

Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our Rentrak merger in which we acquired $170.3 million of finite-lived intangible assets.

Amortization of intangible assets decreased by $2.9 million, or 9.5%, for 2020 as compared to 2019 due to the impairment of an intangible asset as described below.

Amortization of intangible assets decreased by $2.8 million, or 8.5%, for 2019 as compared to 2018 due to the impairment of an intangible asset as described below.

Amortization of intangible assets decreased by $2.2 million, or 8.0%, for 2021 as compared to 2020 due primarily to certain acquired software and customer relationship intangibles having reached the end of their useful lives.

Amortization of intangible assets decreased by $2.9 million, or 9.5%, for 2020 as compared to 2019 due primarily to the impairment of an intangible asset as described below.

Impairment of Right-of-use and Long-lived Assets

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While this was a non-cash charge, it reduced amortization expense by approximately $3.0 million on an annualized basis.

For further information refer to Footnote 9 , Goodwill and Intangible Assets and Item 7 , Critical Accounting Policies .

For further information refer to Footnote 10 , Goodwill and Intangible Assets and Item 7 , Critical Accounting Estimates .

Investigation and Audit Related

Investigation and audit related expenses were $4.3 million and $38.3 million for the years ended December 31, 2019 and 2018, respectively.

No similar costs were incurred during the year ended December 31, 2020.

Investigation and audit related expenses were $4.3 million for the year ended December 31, 2019.

No similar costs were incurred during the years ended December 31, 2021 and 2020.

Investigation expenses include professional fees associated with legal and forensic accounting services rendered in connection with the previously disclosed 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.

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Litigation related expenses include legal fees associated with various lawsuits or investigations, including those initiated either directly or indirectly as a result of the Audit Committee's investigation.

The decrease in investigation and audit related expenses in 2019 as compared to 2018 was due to the conclusion of the Audit Committee investigation and multi-year audit in 2018, as well as the resolution of related legal proceedings.

We resolved the related SEC investigation in September 2019, and as such, incurred no investigation and audit related expenses during 2020.

The decrease in investigation and audit related expenses was due to the conclusion of the Audit Committee investigation and multi-year audit in 2018, as well as the resolution of related legal proceedings.

We resolved the related SEC investigation in September 2019, and as such, incurred no investigation and audit related expenses during 2021 and 2020.

Restructuring

We incurred restructuring expenses of $3.3 million and $11.8 million for the years ended December 31, 2019 and 2018, respectively, related to significant reductions in headcount and reorganization of our business.

No such expenses were incurred during 2020.

For further information refer to Footnote 14 , Organizational Restructuring.

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We incurred restructuring expenses $3.3 million for the year ended December 31, 2019, related to significant reductions in headcount and reorganization of our business.

No such expenses were incurred during 2021 or 2020.

Settlement of Litigation, Net

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The $2.9 million net settlement of litigation expense for 2019 relates to the conclusion of the SEC investigation.

A civil monetary penalty of $5.0 million payable to the SEC was offset by a clawback of $2.1 million from our former CEO, Serge Matta.

The $5.3 million net settlement of litigation expense for 2018 relates to the settlement and final resolution of a prior federal securities class action and shareholder derivative actions.

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Interest Expense, Net

Interest expense, net consists of interest income and interest expense.

Interest income primarily consists of interest earned from our cash and cash equivalent balances and imputed interest on our minimum commitment agreements with WPP.

Interest expense primarily relates to interest on our Notes, our Secured Term Note and our finance leases of computer equipment and automobiles.

Interest income primarily consists of interest earned from our cash and cash equivalent balances.

Interest expense relates to interest on our Notes, Secured Term Note, Revolving Credit Agreement, sale-leaseback agreement, and our finance leases.

Interest expense, net, decreased $28.0 million during 2021 to $7.8 million as compared to $35.8 million in 2020.

The decrease in interest expense for the year ended December 31, 2021 as compared to 2020 was primarily due to the extinguishment of the Notes and the Secured Term Note in March 2021, as described in Footnote 6 , Debt.

Interest expense, net, increased $4.3 million during 2020 to $35.8 million as compared to $31.5 million in 2019.

Interest expense increased in 2020 primarily as a result of the interest rate reset feature on the Notes, and the issuance of the Secured Term Note in December 2019.

Interest expense, net, increased $15.1 million during 2019 to $31.5 million as compared to $16.5 million in 2018.

Interest expense increased in 2019 primarily as a result of the interest rate reset feature on the Notes.

Refer to Footnote 4 , Debt for information on the interest rate reset feature.

Other Income (Expense), Net

Other income (expense), net represents income and expenses incurred that are generally not recurring in nature or are not part of our normal operations.

Income from transition services represents reimbursement of costs incurred under the Digital Analytix transition services agreement, which expired in 2019, and is offset as expense in cost of revenues and general and administrative expenses.

The following is a summary of other income (expense), net:

Refer to Footnote 6 , Debt for information on our debt and related extinguishments.

Other (Expense) Income, Net

Other (expense) income, net represents income and expenses incurred that are generally not recurring in nature or are not part of our normal operations.

The following is a summary of other (expense) income, net:

Years Ended December 31,

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Change in fair value of warrants liability (7,689) 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)

Transition services agreement income — 534 9,029

Other 111 (627) 1,289

Total other income (expense), net $ 14,554 $ 1,654 $ (1,464)

Total other (expense) income, net $ (5,778) $ 14,554 $ 1,654

Total other expense, net for the year ended December 31, 2021 was $5.8 million as compared to total other income, net of $14.6 million in 2020.

The shift from other income, net was largely driven by a loss from the change in the fair value of our warrants liability, partially offset by lower gains from the change in fair value of our financing derivatives.

The loss on the warrants liability for 2021 was due primarily to the exercise price adjustment described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , and an increase in the trading price of our Common Stock during 2021 .

The gain on the financing derivatives was primarily due to the passage of time as our remaining future interest obligations declined over the term of the Notes prior to their extinguishment in March 2021.

Total other income, net for the year ended December 31, 2020 was $14.6 million as compared to total other income, net of $1.7 million in 2019.

The increase in other income, net was primarily driven by the change in fair value of warrants liability and financing derivatives.

The increase in other income, net was primarily driven by gains from the change in fair value of warrants liability and financing derivatives.

Additionally, we had no loss on equity securities in 2020 compared with a decline in the fair value of equity securities that were sold in 2019.

Total other income, net for the year ended December 31, 2019 was $1.7 million as compared to total other expense, net of $1.5 million in 2018.

The shift to other income was primarily driven by the change in fair value of financing derivatives.

Offsetting the increase to other income was a decrease in transition services income, a decline in the fair value of equity securities that were sold in 2019 and a decrease resulting from patent income in 2018.

(Loss) Gain from Foreign Currency Transactions

Gain (Loss) from Foreign Currency Transactions

Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate between the transactional currency and the functional currency of foreign subsidiary transactions.

For the year ended December 31, 2021, the gain from foreign currency transactions was $2.9 million.

The gain was primarily driven by fluctuations in the Euro and Chilean Peso against the U.S.

Dollar and Chilean Peso against the Euro.

For the year ended December 31, 2020, the loss from foreign currency transactions was $4.5 million.

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The gain was primarily driven by fluctuations of the average Chilean Peso against the U.S.

For the year ended December 31, 2018, the gain from foreign currency transactions was $1.3 million.

The gain was primarily related to fluctuations in the average U.S.

Dollar to Euro, Canadian Dollar and Chilean Peso.

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Income Tax (Provision) Benefit

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federal and state deferred tax assets, and certain foreign deferred tax assets, including net operating loss carryforwards.

As a result, our income tax position is primarily related to foreign tax activity.

As a result, our income tax position is primarily related to foreign tax activity and U.S.

deferred taxes for tax deductible goodwill and other indefinite-lived liabilities.

During the years ended December 31, 2021, 2020, and 2019, we recorded an income tax (provision) benefit of $(0.9) million, $(0.9) million, and $1.0 million, resulting in an effective tax rate of (1.7)%, (1.9)%, and 0.3%, respectively.

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federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, and increases in the valuation allowance against our domestic deferred tax assets.

Included within the tax expense for the year ended December 31, 2020 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, nondeductible interest expense on debt instruments and associated derivatives, and other nondeductible expenses.

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Included within tax expense for the year ended December 31, 2021 are income tax adjustments of $9.2 million 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.

Also included is a favorable return to provision true-up adjustment of $8.3 million for a prior year permanent difference related to foreign earnings taxable in the U.S.

as a result of a tax restructuring that occurred during 2020.

Tax expense of $16.3 million has also been included for an increase in the valuation allowance recorded against our deferred tax assets to offset the tax benefit of our operating losses in the U.S.

and certain foreign jurisdictions.

This increase was offset by a tax benefit of $2.8 million for the release of a portion of our U.S.

valuation allowance as a result of the Shareablee acquisition.

Included within tax expense for the year ended December 31, 2020 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, nondeductible interest expense on debt instruments and associated derivatives, and other nondeductible expenses.

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.

Included within the tax benefit for the year ended December 31, 2019 are income tax adjustments of $58.6 million related to the impairment of goodwill and $15.2 million 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.

Included within tax benefit for the year ended December 31, 2019 are income tax adjustments of $58.6 million related to the impairment of goodwill and $15.2 million 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.

Income tax expense of $17.3 million has also been included for increases in the valuation allowance recorded against our deferred tax assets to offset the tax benefit of our operating losses in the U.S.

and certain foreign jurisdictions.

Included within the tax expense for the year ended December 31, 2018, is an income tax adjustment of $19.7 million 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.

Income tax expense of $19.0 million for increases in the valuation allowance recorded against our deferred tax assets to offset the tax benefit of our operating losses in the U.S.

and certain foreign jurisdictions.

The COVID-19 pandemic has a global reach, and many countries have introduced measures that provide relief to taxpayers in a variety of ways.

We have evaluated these measures, including the CARES Act in the United States, and have concluded that these did not have a significant impact on our income tax provision for the year ended December 31, 2021.

Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, and to comply with a covenant under our Notes (described below), we are disclosing herein Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") and non-GAAP net loss, each of which are non-GAAP financial measures used by our management to understand and evaluate our core operating performance and trends.

We believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results, as they permit our investors to view our core business performance using the same metrics that management uses to evaluate our performance.

EBITDA is defined as GAAP net income (loss) plus or minus interest, taxes, depreciation and amortization of intangible assets and finance leases.

We define Adjusted EBITDA as EBITDA plus or minus stock-based compensation expense as well as other items and amounts that we view as not indicative of our core operating performance, specifically:

charges for matters relating to the prior-year Audit Committee investigation, such as litigation and investigation-related costs, costs associated with tax projects, audits, consulting and other professional fees;

other legal proceedings specified in the Notes;

settlement of certain litigation;

restructuring expense;

transaction costs related to the issuance of equity securities;

non-cash impairment charges;

and non-cash changes in the fair value of financing derivatives, warrants liability and investments in equity securities.

We define non-GAAP net loss as GAAP net income (loss) plus or minus stock-based compensation expense and amortization of intangible assets, as well as other items and amounts that we view as not indicative of our core operating performance, specifically:

other legal proceedings specified in the Notes;

settlement of certain litigation;

restructuring expense;

transaction costs related to the issuance of equity securities;

non-cash impairment charges;

and non-cash changes in the fair value of financing derivatives, warrants liability and investments in equity securities.

Our use of these non-GAAP financial measures has limitations as an analytical tool, and investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP.

The limitations of such non-GAAP measures include the following:

• Adjusted EBITDA does not reflect tax or interest payments that represent a reduction in cash available to us (or, in the case of interest paid in Common Stock, that represent additional dilution to our existing stockholders);

• Depreciation and amortization are non-cash charges and the assets being depreciated may have to be replaced in the future.

Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

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• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA and non-GAAP net loss do not reflect cash payments relating to fees incurred in connection with issuance of equity securities, restructuring, litigation and the prior-year Audit Committee investigation, such as litigation and investigation-related costs, costs associated with tax projects, audits and other professional, consulting or other fees incurred in connection with our prior-year audits and certain legal proceedings, all of which have represented a reduction in cash available to us;

• Adjusted EBITDA and non-GAAP net loss do not consider the impact of stock-based compensation and similar arrangements that represent dilution to our existing stockholders;

• Adjusted EBITDA and non-GAAP net loss do not consider impairment of goodwill, right-of-use and other long-lived assets, which represents a decline in the value of our assets;

• Adjusted EBITDA and non-GAAP net loss do not consider possible cash gains or losses related to our financing derivatives, warrants liability or investment in equity securities;

• Other companies, including companies in our industry, may calculate any of these non-GAAP financial measures differently, which reduces their usefulness as comparative measures.

Because of these and other limitations, you should consider Adjusted EBITDA and non-GAAP net loss alongside GAAP-based financial performance measures, including GAAP revenue and various cash flow metrics, net income (loss) and our other GAAP financial results.

Management addresses the inherent limitations associated with using non-GAAP financial measures through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and a reconciliation of Adjusted EBITDA and non-GAAP net loss to the most directly comparable GAAP measure, net income (loss).

Under our Notes, we are required to disclose Consolidated EBITDA, a non-GAAP financial measure, on a quarterly basis.

Consolidated EBITDA, as defined for purposes of the Notes, was the same as Adjusted EBITDA as presented below.

The following table presents a reconciliation of net loss (GAAP) to Adjusted EBITDA for each of the periods identified:

Years Ended December 31,

(In thousands) 2020 2019 2018

Net loss (GAAP) $ (47,918) $ (338,996) $ (159,268)

Interest expense, net 35,805 31,526 16,465

Amortization of intangible assets 27,219 30,076 32,864

Depreciation 14,064 12,778 17,259

Amortization expense of finance leases 1,652 2,413 —

Income tax provision (benefit) 902 (1,007) 3,706

EBITDA 31,724 (263,210) (88,974)

Stock-based compensation expense 10,073 16,695 37,151

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 — 3,263 11,837

Settlement of certain litigation, net (1)

— 2,900 5,250

Other (income) expense, net (2)

(14,164) 682 12,783

Adjusted EBITDA $ 32,304 $ 6,215 $ 16,385

(1) Settlement of certain litigation, net includes settlement amounts incurred for certain legal proceedings defined by the Notes, which amounts are classified as general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

(2) Adjustments to other (income) expense, net, reflect non-cash changes in the fair value of financing derivatives, warrants liability and equity securities investment included in other income (expense), net and certain legal expenses defined by the Notes and classified as general and administrative expenses on our Consolidated Statements of Operations and Comprehensive Loss.

Additionally, we recorded transaction costs related to the issuance of warrants, which costs were 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 were recorded in additional paid-in capital in the Consolidated Balance Sheets.

For more information regarding this adjustment, see Footnote 5 , Stockholders' Equity.

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The following table presents a reconciliation of net loss (GAAP) to non-GAAP net loss for each of the periods identified:

Years Ended December 31,

(In thousands) 2020 2019 2018

Net loss (GAAP) $ (47,918) $ (338,996) $ (159,268)

Amortization of intangible assets 27,219 30,076 32,864

Stock-based compensation expense 10,073 16,695 37,151

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 — 3,263 11,837

Settlement of certain litigation, net (1)

— 2,900 5,250

Other (income) expense, net (2)

(14,164) 682 12,783

Non-GAAP net loss $ (20,119) $ (39,495) $ (21,045)

The remaining transaction costs were recorded in additional paid-in capital in the Consolidated Balance Sheets.

For more information regarding this adjustment, see Footnote 5 , Stockholders' Equity.

Liquidity and Capital Resources

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Net (decrease) increase in cash, cash equivalents and restricted cash (28,462) (16,032) 16,575

Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers, and service of our debt and lease facilities.

In prior years, we incurred significant professional fees relating to our Audit Committee's investigation, subsequent audit and compliance efforts, as well as management changes and various legal proceedings.

As of December 31, 2020, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $50.7 million, including $19.6 million in restricted cash.

Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including expenses incurred in prior periods;

payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers;

service of our debt and lease facilities;

and, beginning in 2021, our dividend payment obligations.

As of December 31, 2021, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $22.3 million, including $0.4 million in restricted cash, as well as amounts available to us under our Revolving Credit Agreement, as described below.

Our principal sources of liquidity have historically been our cash and cash equivalents, as well as cash flow generated from operations.

Our operating losses, including the significant investigation and audit costs in prior years, resulted in a need to secure long-term financing.

In 2018, we entered into agreements with funds affiliated with or managed by Starboard Value LP (collectively, "Starboard"), pursuant to which we issued and sold to Starboard a total of $204.0 million in Notes as well as warrants to purchase shares of our Common Stock in exchange for $100.0 million in cash and 4,000,000 shares of Common Stock.

Our operating losses and interest payments on our Notes and Secured Term Note, as well as the scheduled maturity of the Notes in January 2022, resulted in a need to secure long-term financing to extinguish the Notes and increase working capital.

On March 10, 2021, we entered into separate Securities Purchase Agreements with each of Charter, Qurate and Pine.

At the closing of the Transactions, we issued and sold (a) to Charter, 27,509,203 shares of Series B Convertible Preferred Stock ("Preferred Stock") in exchange for $68.0 million, (b) to Qurate, 27,509,203 shares of Preferred Stock in exchange for $68.0 million and (c) to Pine, 27,509,203 shares of Preferred Stock in exchange for $68.0 million.

On June 30, 2021, in accordance with the Certificate of Designations of the Preferred Stock, we paid cash dividends totaling $4.8 million to the holders of the Preferred Stock, representing dividends accrued for the period from March 10, 2021 through June 29, 2021.

As of December 31, 2021, accrued dividends for the Preferred Stock totaled $7.9 million.

The proceeds from the Transactions were used to repay the Notes.

See "Senior Secured Convertible Notes" below.

In 2019, we issued 2,728,513 shares of our 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.

See "Sale of Common Stock and Warrants" below.

During 2019, we sold our investment in equity securities for total cash proceeds of $3.8 million, of which $3.1 million was received in July 2019.

See Footnote 2 , Summary of Significant Accounting Policies for additional information.

In 2019, we issued the Secured Term Note for gross proceeds of $13.0 million.

In connection with the closing, we also repaid the Secured Term Note and certain transaction-related expenses with cash from our balance sheet.

See "Secured Term Note" below.

For additional information on the Transactions and related debt extinguishments, refer to Footnote 6 , Debt and Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity.

On May 5, 2021, we entered into the Revolving Credit Agreement with Bank of America N.A.

The Revolving Credit Agreement provides a borrowing capacity equal to $40.0 million (increased from $25.0 million on February 25, 2022).

As of December 31, 2021, we had outstanding

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On each of January 2, 2020, April 1, 2020 and July 1, 2020, we paid quarterly accrued interest of $6.1 million on the Notes in cash.

On October 1, 2020, we paid quarterly accrued interest on the Notes through the issuance of 1,474,201 PIK Interest Shares and $3.1 million in cash.

On January 25, 2021, we paid quarterly accrued interest through the issuance of 2,802,454 PIK Interest Shares.

The accrued interest we paid on January 25, 2021 was classified within other non-current liabilities in the Consolidated Financial Statements as of December 31, 2020.

borrowings of $16.0 million under the Revolving Credit Agreement.

In addition to these borrowings, we had issued and outstanding letters of credit totaling $3.3 million under the Revolving Credit Agreement as of December 31, 2021, leaving a remaining borrowing capacity of $5.7 million as of December 31, 2021.

On February 25, 2022, we expanded the borrowing capacity under our Revolving Credit Agreement to $40.0 million, which increased our remaining borrowing capacity to $20.7 million.

Pandemic Impact

The COVID-19 pandemic and related government mandates and restrictions have had a significant impact on the media, advertising and entertainment industries in which we operate.

To date, the COVID-19 pandemic has had some impact on our business, including with respect to the execution of new and renewal contracts, the impact of closed movie theaters on our customers, customer payment delays and requests to modify contractual payment terms.

These conditions have negatively impacted our liquidity and cash flows and are expected to continue to have an impact in future periods.

In the second quarter of 2020, we continued to see delays in cash collections, leading our management team to take actions to mitigate the near-term impact on our liquidity.

These actions, some of which continued into the third and fourth quarters of 2020, included freezing hiring, exiting non-critical consultants and contractors, terminating or negotiating reductions in vendor agreements and leases, reducing compensation for our senior leadership team and board of directors, and reducing certain travel, marketing, recruiting and other corporate activities not deemed critical to the business in the current environment.

We continue to monitor our liquidity and cash flows and will re-evaluate these actions as appropriate.

On March 27, 2020, Congress enacted the CARES Act.

The CARES Act, among other things, includes tax provisions for the deferral of certain employer payroll tax liabilities, refundable employee retention credits, rollbacks of TCJA limitations on net operating losses, the acceleration of alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

We began deferring certain payroll taxes in April 2020, as permitted by the CARES Act.

In addition, during the second quarter of 2020, we claimed the refundable employee retention credit created by the CARES Act.

On December 27, 2020, Congress enacted the Consolidated Appropriations Act, 2021 ("CAA"), which contains a number of additional COVID-19 relief tax provisions and extensions of temporary tax provisions, including an extension and significant expansion of the employee retention credit created by the CARES Act.

We continue to evaluate the impact of the CARES Act, the CAA and additional legislation and government guidance related to the COVID-19 pandemic on our business operations and financial results.

Our liquidity could be negatively affected by a decrease in demand for our products and services or additional losses from operations, as well as payment of expenses incurred in prior periods in addition to current-period expenses.

These conditions have negatively impacted our revenue and cash flows, particularly in our Movies Reporting and Analytics business, and could continue to have an impact in future periods.

It is possible that long-term changes in consumer behavior will impact our customers' operations, and thus their demand for our services and ability to pay, even after the spread of COVID-19 has been contained and businesses are permitted to resume normal operations.

While we are taking actions (as described above) to mitigate the impact of the COVID-19 pandemic, control costs and improve our working capital balance, these steps may not be successful or adequate to offset future declines.

If our efforts to control costs are not sufficient, or if customer demand or cash collection efforts are further impacted by the COVID-19 pandemic or other factors, we may not be able to meet our financial obligations to our vendors or others.

Beginning in 2019 and continuing through 2020, we conducted a comprehensive review of strategic and financing alternatives with a view toward the maturity of the Notes (with a principal balance of $204.0 million) in January 2022.

On January 7, 2021, we entered into separate Securities Purchase Agreements with Charter, Qurate, and Pine pursuant to which, at the closing of the Transactions contemplated thereby, we 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, we expect to repay the Secured Term Note and certain transaction-related expenses with cash from our balance sheet.

Following the Transactions, the holders of Series B Convertible Preferred Stock will be entitled to annual cash dividends at a rate of 7.5% per year, paid annually in arrears, and can request a special cash dividend after January 1, 2022.

The Transactions and related matters were approved by our 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 termination of the affirmative and negative covenants set forth in these instruments, including the Notes covenant requiring maintenance of certain minimum cash balances, and is expected to improve our financial position and liquidity.

We continue to be focused on maintaining financial flexibility.

We believe the approved Transactions will provide us with adequate sources of funding to satisfy our estimated liquidity needs for at least one year after the date that these financial statements are issued.

However, we cannot predict with certainty the outcome of our actions to generate liquidity or whether such actions would generate the expected liquidity as currently planned.

While we have taken actions to mitigate the impact of the COVID-19 pandemic, control costs and improve our working capital balance, these steps may not be successful or adequate if customer demand or cash collection efforts are further impacted by the COVID-19 pandemic or other factors.

Preferred Stock

On March 10, 2021, in connection with the Securities Purchase Agreements described above, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million.

The shares were issued at a par value of $0.001.

Net proceeds from the Transactions totaled $187.9 million after deducting issuance costs.

Shares of Preferred Stock are convertible into Common Stock as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

As of December 31, 2021, each share of Preferred Stock was convertible into 1.038542 shares of Common Stock, with such conversion rate scheduled to return to 1.00 upon payment of accrued dividends on June 30, 2022.

The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances.

In addition, after January 1, 2022, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.

Moreover, this obligation could lead us to refinance or terminate the Revolving Credit Agreement prior to its maturity, due to its restrictions on our ability to incur additional debt.

Revolving Credit Agreement

On May 5, 2021, we entered into the Revolving Credit Agreement, which matures on May 5, 2024.

The Revolving Credit Agreement provides a borrowing capacity equal to $40.0 million (increased from $25.0 million on February 25, 2022).

We may also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which reduces the amount of available borrowings by the amount of such issued and outstanding letters of credit.

The amount we are able to borrow under the Revolving Credit Agreement is subject to compliance with the financial covenants, satisfaction of various conditions precedent to borrowing and other provisions of the Revolving Credit Agreement.

Notably, the Revolving Credit Agreement contains financial covenants that require us to maintain minimum Consolidated EBITDA and a minimum Consolidated Asset Coverage Ratio for periods through December 31, 2022, and a minimum Consolidated Fixed Charge Coverage Ratio for periods after December 31, 2022 (each term as defined in the Revolving Credit Agreement).

As of December 31, 2021, we were in compliance with our covenants under the Revolving Credit Agreement, and based on our current plans, we do not anticipate a breach of these covenants that would result in an event of default under the Revolving Credit Agreement.

As of December 31, 2021, we had outstanding borrowings of $16.0 million under the Revolving Credit Agreement.

The borrowed funds were used to reduce our accounts payable balances, primarily related to expenses incurred in prior periods, and support our working capital position.

While we continue to take steps to reduce our outstanding trade payables and improve our working capital position, our liquidity could be negatively affected if we are unable to generate sufficient cash from operations to meet our financial obligations as they come due.

For additional information on the Revolving Credit Agreement, refer to Footnote 6 , Debt .

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Restricted Cash

Restricted cash represents our requirement to collateralize the Secured Term Note, outstanding letters of credit, and lines of credit related to certain of our corporate credit card programs.

As of December 31, 2020 and 2019, we had $19.6 million and $20.2 million of restricted cash, respectively.

Credit Facility

In 2018, we entered into a Security Agreement with Wells Fargo Bank, N.A.

to issue standby letters of credit on our behalf.

As of December 31, 2020, $3.3 million in letters of credit were outstanding and cash collateralized under the Security Agreement with Wells Fargo Bank, N.A.

Sale-Leaseback Financing Transaction

In 2019, we entered into an arrangement with a vendor to sell and lease back certain previously acquired computer and other equipment.

The arrangement, which resulted in cash proceeds of $4.3 million, requires lease payments 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 lease term.

Sale of Common Stock and Warrants

On June 23, 2019, we entered into a Securities Purchase Agreement with CVI pursuant to which we sold to CVI for aggregate gross proceeds of $20.0 million (i) 2,728,513 shares of Common Stock and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants to initially purchase up to 11,654,033 shares of Common Stock (the "Private Placement").

On June 23, 2019, we entered into a Securities Purchase Agreement with CVI Investments, Inc.

("CVI") pursuant to which we sold to CVI for aggregate gross proceeds of $20.0 million (i) 2,728,513 shares of Common Stock and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants to initially purchase up to 11,654,033 shares of Common Stock (the "Private Placement").

On October 14, 2019, we issued 2,728,513 shares of Common Stock to CVI upon exercise by CVI of the Series C Warrants.

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On August 3, 2020, the Series B-2 Warrants expired unexercised.

For additional information on the Private Placement, refer to Footnote 5 , Stockholders' Equity .

For additional information on the Private Placement and the adjustment to the exercise price of our Series A Warrants in connection with the Transactions (which adjustment could reduce the cash proceeds we receive upon exercise of the Series A Warrants), refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

Senior Secured Convertible Notes

On January 16, 2018, we entered into certain agreements with Starboard, pursuant to which we issued and sold to Starboard $150.0 million in Notes in exchange for $85.0 million in cash and 2,600,000 shares of Common Stock.

We 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 exercised in full on April 3, 2019 for 323,448 shares of Common Stock.

On January 16, 2018, we entered into certain agreements with funds affiliated with or managed by Starboard Value LP (collectively "Starboard"), pursuant to which we issued and sold to Starboard $150.0 million in Notes in exchange for $85.0 million in cash and 2,600,000 shares of Common Stock.

On May 17, 2018, we issued and sold to Starboard $50.0 million of Notes in exchange for $15.0 million in cash and 1,400,000 shares of Common Stock.

Later in 2018 we issued an aggregate of $4.0 million in Notes to Starboard, bringing the total balance of Notes as of December 31, 2020 to $204.0 million.

The Notes currently have an annual interest rate of 12% that is payable quarterly in cash, PIK Interest Shares or a combination thereof at our election.

The Notes contain certain affirmative and restrictive covenants with which we must comply, including covenants with respect to (i) 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.

We were in compliance with the Notes covenants as of December 31, 2020.

As discussed above, we expect to repay the Notes (and thus eliminate the related covenants) in connection with the Transactions.

For additional information about the terms of the Notes, refer to Footnote 4 , Debt .

The proceeds from the Transactions were used to repay the Notes issued to Starboard, resulting in termination of related covenants under the Notes, including limitations on indebtedness and liens and maintenance of certain minimum cash balances that had limited our financial flexibility in prior periods.

For additional information on the Notes, refer to Footnote 6 , Debt .

Secured Term Note

On December 31, 2019, our wholly owned subsidiary, Rentrak B.V., entered into an agreement with several third parties for the Secured Term Note in exchange for gross proceeds of $13.0 million.

The Secured Term Note matures on December 31, 2021 and has an annual interest rate of 9.75% that is payable monthly in cash.

As discussed above, we expect to repay the Secured Term Note in connection with the Transactions.

For additional information about the terms of the Secured Term Note, refer to Footnote 4 , Debt.

The Secured Term Note had an annual interest rate of 9.75% payable monthly in cash.

In connection with the Transactions, we repaid the Secured Term Note and certain transaction-related expenses with cash from our balance sheet.

For additional information on the Secured Term Note, refer to Footnote 6 , Debt .

Restricted Cash

Restricted cash represents security deposits for subleased office space.

As of December 31, 2020, restricted cash also represented our requirement to collateralize the Secured Term Note and outstanding letters of credit.

As of December 31, 2021 and 2020, we had $0.4 million and $19.6 million of restricted cash, respectively.

Repayment of the Secured Term Note resulted in the termination of the collateralization requirement thereunder, and no cash was restricted relating to the Secured Term Note as of December 31, 2021.

We also transferred outstanding letters of credit totaling $3.3 million under the Revolving Credit Agreement, which further reduced our restricted cash balance as this facility does not require letters of credit to be cash collateralized.

Operating Activities

Our primary source of cash provided by operating activities is revenues generated from sales of our Ratings and Planning, Analytics and Optimization, and Movies Reporting and Analytics products and services.

Our primary source of cash provided by operating activities is revenues generated from sales of our products and services.

Our primary uses of cash from operating activities include personnel costs and costs related to data and infrastructure used to develop and maintain our products and services.

As discussed above, we have experienced delays in customer payments and requests to modify contractual terms in connection with the COVID-19 pandemic and related government mandates and restrictions.

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Cash used in operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as:

depreciation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use assets, stock-based compensation, deferred tax provision, change in the fair value of financing derivatives, warrants liability and equity securities, non-cash interest expense on the Notes, accretion of debt discount, and amortization of deferred financing costs.

depreciation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use assets, stock-based compensation, deferred tax provision, change in the fair value of financing derivatives, warrants liability and equity securities, loss on extinguishment of debt, non-cash interest expense on the Notes, accretion of debt discount, and amortization of deferred financing costs.

Net cash provided by operating activities in 2021 was $9.9 million compared to net cash provided of $0.7 million in 2020.

The increase in cash provided by operating activities was primarily attributable to a decrease in the cash interest paid on the Notes in 2021 of $21.4 million compared to 2020 (interest of $10.8 million on the Notes was paid in shares of Common Stock in 2021).

Offsetting the reduction in cash interest paid was a net decrease in operating assets and liabilities of $23.8 million for the year ended December 31, 2021 as compared to a net decrease of $20.3 million for the year ended December 31, 2020.

The decrease in operating assets and liabilities was primarily due to decreases in our accounts payable and accrued expense balances in 2021 compared to 2020 as we paid invoices related to expenses incurred in prior periods.

Net cash provided by operating activities in 2020 was $0.7 million compared to net cash used of $4.6 million in 2019.

The increase in cash provided by operating activities during 2020 as compared to 2019 was primarily attributable to a decrease in net loss, lower investigation and audit related expenses, decrease in headcount, and results of restructuring, offset by additional cash interest paid on the Notes of $21.4 million in 2020 in comparison to $3.0 million in 2019.

Net cash used in operating activities in 2019 was $4.6 million compared to net cash used of $72.6 million in 2018.

The decrease in cash used in operating activities during 2019 as compared to 2018 was primarily attributable to a decrease in cash operating expenses driven by lower investigation and audit related expenses and headcount, and extended trade payables.

This drove a net increase in operating assets and liabilities of $4.3 million for the year ended December 31, 2019 as compared to a net decrease of $23.2 million for the year ended December 31, 2018.

In addition, there was a net decrease in cash used of $4.4 million related to interest payments made on the Notes in stock in lieu of cash during 2019.

The increase in cash provided by operating activities during 2020 as compared to 2019 was primarily attributable to a decrease in net loss, lower investigation and

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audit related expenses, decrease in headcount, and results of restructuring, offset by additional cash interest paid on the Notes of $21.4 million in 2020 in comparison to $3.0 million in 2019.

Investing Activities

Cash used in investing activities primarily consists of payments related to capitalized internal-use software costs, purchases of computer and network equipment to support our technical infrastructure, and furniture and equipment.

The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base and introduce new digital formats, as well as constraints on cash expenditures in the current economic environment.

Net cash used in investing activities in 2021 was $14.6 million compared to net cash used in investing activities of $15.6 million in 2020.

This increase in net cash used in investing activities was attributable to an increase of $3.6 million in payments for capitalized internally developed software and a decline of $3.8 million compared to receipts from the sale of an investment in 2019, partially offset by a $2.3 million decrease in purchases of property and equipment in 2020 compared with 2019.

The decrease in cash used in investing activities was primarily due to net cash received as part of the Shareablee acquisition in 2021.

Net cash used in investing activities in 2020 was $15.6 million compared to net cash used in investing activities of $10.5 million in 2019.

The decrease in net cash used in investing activities was attributable to $3.8 million in cash received from the sale of an investment in 2019 (noted above).

Increased capitalized costs of $1.9 million were offset by a $1.5 million decrease in purchases of property and equipment.

Financing Activities

Net cash used in financing activities in 2020 was $2.1 million compared to net cash provided by financing activities of $32.0 million in 2019.

Net cash used in financing activities in 2021 was $22.5 million compared to net cash used in financing activities of $2.1 million in 2020.

The increase in cash used in financing activities was primarily due to the repayment of the Notes and the Secured Term Note in March 2021, and payment of $4.8 million in cash dividends to the holders of the Preferred Stock in June 2021.

These increases in cash used were partially offset by cash proceeds of $204.0 million from the issuance of the Preferred Stock discussed above (net of $16.1 million in related transaction costs) and cash proceeds of $16.0 million from borrowing under the Revolving Credit Agreement.

Net cash provided by financing activities in 2020 was $2.1 million compared to net cash provided by financing activities of $32.0 million in 2019.

The shift to cash used in financing activities from cash provided by financing activities was largely due to gross cash proceeds of $20.0 million from the sale of shares of Common Stock and warrants in the Private Placement, $13.0 million from the issuance of the Secured Term Note, and $4.3 million from the sale-leaseback transaction during 2019.

These were offset by a decrease of $2.5 million in principal payments on finance lease and software licensing arrangements.

Net cash provided by financing activities in 2019 was $32.0 million compared to net cash provided by financing activities of $93.1 million in 2018.

In 2019, we raised gross cash proceeds of $20.0 million from the sale of shares of Common Stock and warrants in the Private Placement, $13.0 million from the issuance of the Secured Term Note, and $4.3 million from the sale lease-back transaction.

We also had a decrease of debt issuance costs of $5.1 million in 2019 compared to 2018.

In 2018 we generated gross cash proceeds of $100.0 million from the issuance of Notes, partially offset by a $9.7 million decrease in proceeds from subscription receivables which ended in 2018.

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Contractual Payment Obligations

We are subject to certain contractual arrangements that are long-term in nature.

The information set forth below summarizes our contractual obligations as of December 31, 2020 that are fixed and determinable.

(In thousands) Total Less Than

1 Year 1-3 Years 3-5

Long-term debt obligations (1)

$ 217,000 $ 13,000 $ 204,000 $ — $ —

Unconditional purchase obligations with MVPDs (2)

72,574 27,620 44,954 — —

Operating lease obligations (3)

62,900 12,175 19,202 17,240 14,283

Finance lease obligations (4)

3,476 2,201 1,275 — —

Sale-leaseback financing transaction (5)

1,422 1,422 — — —

Other long-term obligations (6)

36,446 14,868 21,428 150 —

Total $ 393,818 $ 71,286 $ 290,859 $ 17,390 $ 14,283

(1) In 2018, we entered into several agreements with Starboard whereby we issued Notes in exchange for cash and shares of Common Stock.

In 2019 our wholly owned subsidiary Rentrak B.V., entered into a Secured Term Note.

See Footnote 4 , Debt for more information.

(2) Unconditional purchase obligations with MVPDs include contractual arrangements with MVPDs for the purchase of TV viewing data that is used in our products, primarily reported in the Ratings and Planning solution group.

If these arrangements are canceled by the MVPDs, we have the ability to terminate contracts with our end customers.

Commitments reflected herein relate to service periods after December 31, 2020.

(3) Operating lease obligations represent future lease commitments, primarily for real estate leases, accounted for under ASC 842.

Refer to Footnote 8 , Leases.

(4) Finance lease obligations represent future lease commitments, primarily for equipment leases, accounted for under ASC 842.

Refer to Footnote 8 , Leases.

(5) We entered into a sale-leaseback arrangement with a vendor in June 2019.

See Footnote 4 , Debt for more information.

(6) Other long-term obligations primarily reflect future commitments for software licenses and the right to access cloud-based solutions under long-term contracts.

We have certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with MVPDs, operating and financing leases, and data storage and bandwidth arrangements.

We have data licensing agreements with a number of MVPDs for set-top box data.

These agreements have remaining terms from one to nine years.

As of December 31, 2021, the total fixed payment obligation related to these agreements is $325.8 million.

In addition, we expect to make variable payments related to one of these arrangements totaling an estimated $26.1 million over the next two years.

We have both operating and financing leases related to corporate office space and equipment.

Our leases have remaining terms from one to six years.

As of December 31, 2021, the total fixed payment obligation related to these agreements is $62.5 million.

We have an agreement for cloud-based data storage and bandwidth to help process and store our data.

The remaining term for this agreement is two years.

As of December 31, 2021, the total fixed payment obligation related to this agreement is $19.7 million.

Future Capital Requirements

Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities, dividend payment obligations following the Transactions, and expenses from ongoing compliance efforts and legal matters.

As discussed above, we have experienced delays in customer payments and requests to modify contractual terms in connection with the COVID-19 pandemic and related government mandates and restrictions.

We have also incurred significant costs in connection with our strategic review and the pending Transactions.

To the extent that our existing cash, cash equivalents and operating cash flow, together with proceeds from the Transactions and savings from cost-reduction initiatives undertaken by management, are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing.

The current disruption and volatility in global capital and credit markets could impact our ability to access capital resources on terms acceptable to us or allowable under applicable financing arrangements, or at all.

If we issue additional equity securities in order to raise additional funds or pay interest or dividends, further dilution to existing stockholders may occur.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities and dividend payment obligations, and expenses from compliance efforts and legal matters.

To the extent that our existing cash, cash equivalents and operating cash flow, together with savings from repayment of the Notes and Secured Term Note and cost-management initiatives undertaken by our management, are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing.

We may also be required to raise additional funds in order to pay a special dividend to holders of our Preferred Stock, as described above.

Our history of net losses, as well as disruption and volatility in global capital and credit markets, could impact our ability to access capital resources on terms acceptable to us or allowable under applicable financing arrangements, or at all.

If we issue additional equity securities in order to raise additional funds, pay dividends or for other purposes, further dilution to existing stockholders may occur.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the U.S.

The preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the amounts reported in our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, including the ongoing and potential impacts of the COVID-19 pandemic and related government mandates and restrictions.

Actual results may differ from these estimates.

While our significant accounting policies are described in more detail in the Notes to Consolidated Financial Statements included in Item 8 of this 10-K, we believe the following accounting policies to be the most critical to the judgments and estimates used in the preparation of our Consolidated Financial Statements.

Accounting for Warrants

During 2019, we issued warrants which 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 preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the amounts reported in our Consolidated Financial Statements

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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 our credit rating, probability of change of control, dividend yield, risk-free rate, remaining term of the warrants and volatility.

The valuation is derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification of the warrants as a Level 3 fair value measurement.

The fair value of the warrants is 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 the warrant liability is driven by our Common Stock price at the measurement date and the observable volatility of the Common Stock.

The exercise price of our Series A Warrants is subject to anti-dilution adjustment in certain circumstances, including upon certain issuances of capital stock.

As a result of the Transactions discussed in Item 1 , Business , we expect to adjust the exercise price of the Series A Warrants to the closing price of the Transactions.

Refer to Footnote 6 , Fair Value Measurements for the significant inputs used to determine the fair value of the warrants as of December 31, 2020.

Impairment of Right-of-use ("ROU") and Long-Lived Assets

Our long-lived assets consist of property and equipment and finite-lived intangible assets.

We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable.

If an indication of impairment is present, we compare the estimated undiscounted future cash flows to be generated by the asset group to its carrying amount.

Recoverability measurement and estimation of undiscounted cash flows are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

If the undiscounted future cash flows are less than the carrying amount of the asset group, we record 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.

During 2019, we evaluated our strategic alliance asset group for recoverability.

Our assessment considered the changes in our projected revenue in certain non-U.S.

geographic markets due to the changing international competitive landscape as well as significant reductions in international staffing during the second quarter, which resulted in a change in our long-term view of the viability of the intangible asset.

As such, our analysis yielded that the benefit of the strategic alliance would not be realized, and the related investment would not be recoverable.

The fair value of the strategic alliance intangible asset was estimated using the income approach, resulting in a non-cash impairment charge for the full carrying value of the asset.

Consequently, we recorded a $17.3 million impairment charge during the year ended December 31, 2019 in our Consolidated Statements of Operations and Comprehensive Loss.

We apply the provisions of Accounting Standards Codification ("ASC") 360, Property, Plant and Equipment, to determine whether our ROU and related long-lived assets may be impaired.

We evaluate our 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, we compare 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, we record 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.

We 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 certain ROU assets, and related leasehold improvements, were impaired.

We recorded a $4.7 million impairment charge related to our ROU assets, and related leasehold improvements, for the three months ended March 31, 2020, with corresponding adjustments of $2.8 million and $1.9 million to the operating lease ROU asset and property and equipment, net line items, respectively, in the Condensed Consolidated Balance Sheet as of March 31, 2020.

The impairment charge was driven by changes in our 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 12.0%.

Although we believe that the carrying values of our 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 future adjustments to recorded asset balances.

and the accompanying Notes to Consolidated Financial Statements.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial condition and results of operations because they involve significant judgments and uncertainties.

Actual results in these areas could differ from management's estimates.

Refer to Footnote 2 , Summary of Significant Accounting Policies for further information on our most significant accounting policies.

Revenue Recognition

We apply the provisions of ASC 606, Revenue from Contracts with Customers and all related appropriate guidance.

We recognize revenue under the core principle of depicting the transfer of promised goods and services to our customers in an amount that reflects the consideration to which we expect to be entitled.

In order to achieve that core principle, we apply 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,

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(4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Our contracts with customers may include multiple promised goods and services, c onsisting of the various services we offer.

Contracts with multiple performance obligations typically consist of a mix of subscriptions to online products, our online database and custom products and services.

At contract inception, we identify performance obligations by evaluating whether the promised goods and services are capable of being distinct within the context of the contract.

Promised goods and services that are not distinct are combined until the combined bundle of goods and services is distinct.

In general, transaction price is determined by estimating the fixed amount of consideration to which we are 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.

Once we select a method to estimate variable consideration for a particular type of performance obligation, we will apply that method consistently.

We will constrain estimates of variable consideration only to the extent that it is probable that significant reversal in the amount of cumulative revenue recognized will not occur.

Significant judgment is required to determine the stand-alone selling price ("SSP") for each performance obligation.

We allocate transaction price to each performance obligation based on relative SSP.

For the majority of our products and services, we apply an adjusted market assessment approach for the determination of SSP for identified performance obligations.

In general, we bundle multiple products and very few are sold on a standalone basis.

We use 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.

We recognize revenue when (or as) we satisfy 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.

We enter into a limited number of monetary contracts that involve both the purchase and sale of services with a single counterparty.

We assess each contract to determine if the revenue and expense should be presented gross or net.

In some instances, we may provide free distinct goods or services as a form of non-cash consideration to the counterparty.

We recognize revenue for these contracts to the extent that SSP is established for distinct services provided.

Any excess consideration above the established SSP is presented as an offset to cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.

Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired.

Significant judgments used in the determination of the amount and timing of our revenue recognition include the identification of distinct performance obligations and the allocation of contract consideration among individual performance obligations based on their relative standalone selling price ("SSP").

Performance obligations are identified by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract.

We have a limited number of monetary contracts with MVPDs that involve both the purchase and sale of services with a single counterparty.

Each contract is assessed to determine if the goods and services exchanged between the two parties represent distinct performance obligations which can entail significant judgment.

The conclusion regarding whether goods and services exchanged are distinct determines whether consideration received from the counterparty is recognized as revenues (up to the SSP of the distinct goods or services), or as a reduction to the purchase price of the goods or services recorded in our cost of revenues.

The transaction price is allocated to each performance obligation based on its relative SSP.

In most sales contracts, we bundle multiple products and very few are sold on a standalone basis.

As a result, our SSP is not directly observable and we have to develop internal estimates using information that is reasonably available to us.

Our SSP is primarily developed using an adjusted market approach supported by rate cards and pricing calculators that are periodically reviewed and updated to reflect the best available information.

Bundled arrangements may include a combination of distinct goods and services where some are satisfied over time and others are satisfied at a point in time.

Changes to the SSP will impact the amount of consideration allocated to each performance obligation, which could have an impact on the timing and amount of revenues recognized in future periods as our performance obligations are satisfied.

The determination of SSP also impacts the amount of revenues we can recognize in transactions where consideration is exchanged with counterparties as described above.

The valuation of goodwill involves the use of management's estimates and assumptions and can have a significant impact on future operating results.

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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 the carrying value.

We initially assess qualitative factors to determine if it is necessary to perform the goodwill impairment review.

We review the goodwill for impairment if, based on our assessment of the qualitative factors, we determine that it is more likely than not that the fair value of our reporting unit is less than the carrying value, or if we decide to bypass the qualitative assessment.

We review the carrying value of our reporting unit utilizing a combination of the discounted cash flow model and a market value approach.

We make assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values to determine the estimated fair value of our reporting unit.

A discounted cash flow analysis requires the use of various assumptions, including;

expectations of future cash flows, growth rates, tax rates, and discount rates in developing the present value of projected cash flows.

The following assumptions are significant to our discounted cash flow analysis:

In assessing the possibility that our reporting unit's fair value has been reduced below its carrying value due to the occurrence of events or circumstances between annual impairment testing dates, we consider all available evidence including, but not limited to:

(i) the results of our impairment testing from the most recent testing date (in particular, the magnitude of the excess of fair value over carrying value observed), (ii) downward revisions to internal forecasts, if any, (iii) declines in market capitalization below book value (and the magnitude and duration of those declines), if any, and (iv) changes in general industry, market and macro-economic conditions.

We determine the fair value of our reporting unit using a combination of the income and market approaches.

The results from each of these approaches are weighted appropriately taking into account the relevance and availability of data at the time we perform the valuation.

Under the income approach, the fair value is determined using a discounted cash flow model based on projected financial performance and discount rates that take into account an appropriate risk-adjusted return.

The discounted cash flow model requires the use of various assumptions in developing the present value of projected cash flows, the following of which are significant to our analysis:

Projected financial performance:

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Actual results of operations and cash flows will likely differ from those utilized in our discounted cash flow analysis, and it is possible that those differences could be material.

We monitor for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projects, profitability, discount rates, volatility in our market capitalization, and general industry, micro and macro-economic conditions.

Long-term growth rate:

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Our assumed long-term growth rate was based on projected long-term inflation and gross domestic product growth estimates for the countries in which we operate and a long-term growth estimate for our business and the industry in which we operate.

The long-term growth rate utilized in the 2020 annual impairment analysis was 3.0%.

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The long-term growth rate selected for the 2021, 2020 and 2019 annual impairment analyses was 3.0%.

Discount rate:

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The weighted-average cost of capital is our estimate of the overall returns required by both debt and equity investors, weighted by their respective contributions of capital.

We used a discount rate of 13.5% in the 2020 annual impairment analysis.

In addition, we also use a market-based approach to estimate the value of our reporting unit, including a guideline public company method and guideline transaction method based on multiples of EBITDA and revenue for the last twelve months.

The market value is estimated by comparing our reporting unit to publicly-traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business.

The value of the business entity is based on pricing multiples of certain financial parameters observed in the comparable companies.

Goodwill allocated to our single reporting unit as of December 31, 2020 was $418.3 million.

As of our October 1, 2020 annual assessment, the estimated fair value of our reporting unit exceeded its carrying value by approximately 30%.

The projected long-term cash flows used in our fair value estimate are consistent with our most recent operating plan and are dependent on the successful execution of our business plan, overall industry growth rates and the competitive environment.

We monitor 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 our market capitalization, and general industry, market and macro-economic conditions.

If the reporting unit's future performance falls below our expectations, or there are negative revisions to other significant assumptions, including the long-term growth rate or discount rate, we may need to record a material, non-cash goodwill impairment charge in a future period.

Derivative Financial Instruments

We have derivative financial instruments that are not hedges and do not qualify for hedge accounting.

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 our interest rate reset derivative liability is determined using a with-and-without approach, using a standard binomial tree convertible bond model.

The fair value estimate is determined using 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 valuation is derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification of the interest rate reset derivative liability as a Level 3 fair value measurement.

The fair values of change of control redemption derivative liabilities are determined using a probability adjusted binomial lattice model.

The fair value estimates are determined using management's estimate for the probability of change of control, credit adjusted discount rate, risk-free rate, and remaining term of the redemption features.

The valuations are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification of the change of control redemption liabilities as Level 3 fair value measurements.

The fair values of our 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 our Common Stock price at the measurement date, the observable volatility of the Common Stock, and the discount rate used to determine the present value of the instrument.

The primary sensitivity for the change of control redemption derivative liabilities is driven by the probability of a change of control.

Refer to Footnote 6 , Fair Value Measurements for the significant inputs used to determine the fair value of the derivatives as of December 31, 2020.

We use discount rates that are commensurate with the risks and uncertainty inherent in our business and in our internally-developed forecasts.

The discount rates selected for the 2021, 2020 and 2019 annual impairment analyses were 19.0%, 13.5% and 18.0%, respectively.

Our selected discount rate was lower

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in 2020 primarily because we utilized a scenario-based approach that incorporated an equal weighting of two different sets of financial projections.

One set of projections incorporated more conservative growth assumptions, and the selected discount rate reflected the lower level of execution risk in achieving those projections.

Under the market approach, the fair value is determined using certain financial metrics of publicly traded companies or historically completed transactions of comparable businesses.

The selection of comparable businesses requires judgment and is based on the markets in which we operate giving consideration to, amongst other things, risk profiles, size and geography.

The market approach may also be limited in instances where there is a lack of recently executed transactions of comparable businesses.

We determine fair value primarily based on selected market multiples based on current and projected revenues compared to business enterprise value, with an estimated control premium as applicable.

Goodwill allocated to our single reporting unit as of December 31, 2021 was $435.7 million, including $19.2 million in goodwill attributable to our acquisition of Shareablee in December 2021.

As of our most recent annual assessment, which was conducted as of October 1, 2021, the estimated fair value of our reporting unit exceeded its carrying value by approximately 40%.

We monitor for events and circumstances that could negatively impact the key assumptions in determining the fair value of our goodwill, including long-term growth projections, profitability, discount rates, volatility in our market capitalization, and general industry, market and macro-economic conditions.

The judgments and estimates described above could change in future periods.

If the reporting unit's future performance falls below our expectations, or if there are negative revisions to our fair value assumptions, including those that are significant and discussed above, we may need to record a material, non-cash goodwill impairment charge in a future period.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis