COMSCORE, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page comScore, Inc. Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 47 CONSOLIDATED BALANCE SHEETS 50 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 51 CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY 52 CONSOLIDATED STATEMENTS OF CASH FLOWS 53 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 55 46 Table of Conte nt s REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of comScore, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of comScore, Inc. and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, changes in convertible redeemable preferred stock and stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenues – Refer to Notes 2 and 4 to the financial statements Critical Audit Matter Description The Company applies the provisions of ASC 606, Revenue from Contracts with Customers , and all related applicable guidance. The Company's contracts with customers may include multiple promised goods and services. Contracts with multiple performance obligations typically consist of a mix of subscriptions to the Company's online database, customized data services, and delivery of periodic custom reports based on information obtained from the database. In such cases, the Company identifies performance obligations by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined as one performance obligation. Once the Company identifies the performance obligations, the Company will determine the transaction price based on contractually fixed amounts and an estimate of variable consideration. In general, the transaction price is determined by estimating the fixed amount of consideration to which the Company is entitled for transfer of goods and services and all relevant sources and components of variable consideration. Variable consideration is estimated based on the most likely amount or expected value approach, depending on which method the Company expects to better predict the amount of consideration to which it will be entitled. Once the Company elects one of the methods to estimate variable consideration for a particular type of performance obligation, the Company will apply that method consistently. The Company allocates the transaction price to each performance obligation based on relative standalone selling price ("SSP"). Judgment is exercised to determine the SSP of each distinct performance obligation. The Company will constrain estimates of variable consideration based on its expectation of recovery from the customer. The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring promised goods or services to a customer. Customers may obtain the control of promised goods or services over time or at a point in time. Given the complexity of certain of the Company's contracts, we concluded that revenue recognition from these contracts represents a critical audit matter because of the judgments necessary for management to identify performance obligations, determine the transaction price, allocate 47 Table of Conte nt s transaction price to the performance obligations and recognize revenue when performance obligations are satisfied. Performing audit procedures related to revenue recognition for these contracts required more extensive audit effort and a higher degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to evaluating the significant estimates and judgments used by management in the determination of the accounting for certain revenue contracts, including the identification of performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue when performance obligations are satisfied, included the following, among others: • We tested the effectiveness of controls, including controls over the identification of performance obligations, determination of the transaction price, allocation of the transaction price, and determination of when performance obligations are satisfied. • For a selection of revenue contracts identified as having more complex terms, we performed the following: ◦ Analysed the contract to determine if all arrangement terms that may have an impact on revenue recognition were identified and independently evaluated management's accounting for the contract. ◦ Tested management's identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were capable of being distinct and distinct within the context of the contract. ◦ Tested the relative stand-alone selling prices by recalculating the stand-alone selling prices of the performance obligations and evaluating the assumptions used by the Company to determine the standalone selling price for each distinct performance obligation. We evaluated the methodology used to determine the standalone selling price by comparison to historical analyses prepared by the Company and practices observed in the industry. We also tested the data used in the analysis. ◦ Tested the timing of revenue recognition by evaluating whether revenue should be recognized over time or at a point in time, and whether the revenue was recognized in the appropriate period by examining evidence of delivery or access to support the timing of revenue recognition based on the product or service type. ◦ Tested the mathematical accuracy of management's calculation of revenue. ◦ Obtained external confirmations evidencing the delivery of the performance obligation(s) and confirming there are no side agreements. ◦ With the assistance of professionals in our firm having expertise in the recognition of revenue, we evaluated revenue recognition in accordance with ASC 606. Goodwill – Goodwill Impairment Analysis – Refer to Notes 2 and 10 to the financial statements Critical Audit Matter Description Goodwill is evaluated for impairment at least annually, as of October 1, by comparing the fair value of a reporting unit to its carrying value including goodwill. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The carrying value of the reporting unit is reviewed utilizing a combination of the discounted cash flow model and a market value approach. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term growth rates, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macro-economic conditions. The Company completed its annual assessment on October 1, 2021, and there was no impairment of goodwill at the assessment date. The goodwill balance was $435.7 million as of December 31, 2021. We identified goodwill for the Company as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit, specifically related to the selection of the discount rate and forecasts of future revenue. Performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to selection of the discount rate and forecasts of future revenue required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the forecasts of future revenue and the selection of the discount rate for the Company's goodwill impairment included the following, among others: • We tested the effectiveness of controls over management's goodwill impairment evaluations, including those over the forecasts of future revenue and management's selection of the discount rate. • We evaluated management's ability to accurately forecast revenue by comparing the actual results to management's historical projections from 2020. 48 Table of Conte nt s • We sensitized management projections to determine areas of audit focus. • We evaluated the reasonableness of management's forecasted revenue by comparing the forecasts to: ◦ Historical revenue growth. ◦ Historical industry revenue growth rates and revenue growth rates of peer group companies. ◦ Economic forecasts considering the impact of macro-economic conditions. ◦ Internal communications to management and the Board of Directors. ◦ Forecasted information included in analyst and industry reports for the Company and certain of its peer group. ◦ Public information related to addressable market opportunities. • With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rates by: ◦ Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation. ◦ Developing a range of independent estimates and comparing those to the discount rates selected by management. • We evaluated the impact of changes in management's revenue forecasts from the October 1, 2021 annual measurement date to December 31, 2021. Preferred Stock – Accounting for preferred stock agreements in connection with investment transaction – Refer to Notes 2 and 5 to the financial statements Critical Audit Matter Description On January 7, 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements"). The issuance of securities pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. At the closing of the Transactions, the Company 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. The shares were issued at par value of $0.001. Net proceeds from the Transactions totaled $187.9 million after deducting issuance costs. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability under ASC 815, Derivatives and Hedging . Additionally, all financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g., more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the consolidated financial statements. We identified the preferred stock transaction for the Company as a critical audit matter because auditing the appropriate accounting treatment for material preferred stock contracts required a complex accounting analysis, including considerations around embedded derivative features and the classification of financial instruments. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the preferred stock transaction included the following, among others: • We tested the effectiveness of controls over management's evaluation of the preferred stock transaction. • We read the preferred stock agreements and, with the assistance of professionals in our firm having expertise in the accounting for complex financial instruments, we analyzed the contracts to determine if all arrangement terms that may have an impact on accounting treatment were identified and independently evaluated management's accounting for the preferred stock agreements, including an evaluation of the embedded derivative features. • We evaluated management's assessment related to the probability of a change of control. • We tested the cash proceeds from the transaction. • We analyzed and performed test of details over issuance costs, including the assessment of the proper accounting for such costs. /s/ Deloitte & Touche LLP McLean, Virginia March 2, 2022 We have served as the Company's auditor since 2017. 49 Table of Conte nt s COMSCORE, INC. CONSOLIDATED BALANCE SHEETS As of December 31, (In thousands, except share and per share data) 2021 2020 Assets Current assets: Cash and cash equivalents $ 21,854 $ 31,126 Restricted cash 425 19,615 Accounts receivable, net of allowances of $ 1,173 and $ 2,757 , respectively ($ 3,606 and $ 4,045 of accounts receivable attributable to related parties, respectively) 72,059 69,379 Prepaid expenses and other current assets ($ 333 and $ 1,496 attributable to related parties, respectively) 14,769 16,910 Total current assets 109,107 137,030 Property and equipment, net 36,451 30,973 Operating right-of-use assets 29,186 28,959 Deferred tax assets 2,811 2,741 Intangible assets, net 39,945 52,340 Goodwill 435,711 418,327 Other non-current assets 10,263 7,600 Total assets $ 663,474 $ 677,970 Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity Current liabilities: Accounts payable ($ 6,575 and $ 2,817 attributable to related parties, respectively) $ 23,575 $ 36,640 Accrued expenses ($ 4,122 and $ 835 attributable to related parties, respectively) 45,264 48,380 Contract liabilities ($ 3,553 and $ 3,538 attributable to related parties, respectively) 54,011 58,529 Customer advances 11,613 12,477 Warrants liability 10,520 2,831 Current operating lease liabilities 7,538 7,024 Secured term note — 12,644 Other current liabilities ($ 7,863 and $ — attributable to related parties, respectively) 12,850 5,750 Total current liabilities 165,371 184,275 Non-current operating lease liabilities 36,055 36,127 Non-current portion of accrued data costs ($ 7,843 attributable to related party) 16,005 — Revolving line of credit 16,000 — Deferred tax liabilities 2,103 627 Senior secured convertible notes (related party) — 192,895 Financing derivatives (related party) — 11,300 Other non-current liabilities ($ 1,582 and $ 6,120 attributable to related parties, respectively) 16,879 23,756 Total liabilities 252,413 448,980 Commitments and contingencies Convertible redeemable preferred stock, $ 0.001 par value; 82,527,609 and zero shares authorized, issued and outstanding as of December 31, 2021 and 2020, respectively; aggregate liquidation preference of $ 211,863 as of December 31, 2021 (related parties) 187,885 — Stockholders' equity: Preferred stock, $ 0.001 par value; 7,472,391 and 5,000,000 shares authorized as of December 31, 2021 and 2020, respectively; no shares issued or outstanding as of December 31, 2021 or 2020 — — Common stock, $ 0.001 par value; 275,000,000 and 150,000,000 shares authorized as of December 31, 2021 and 2020, respectively; 97,172,086 shares issued and 90,407,290 shares outstanding as of December 31, 2021, and 79,703,342 shares issued and 72,938,546 shares outstanding as of December 31, 2020 90 73 Additional paid-in capital 1,683,883 1,621,986 Accumulated other comprehensive loss ( 12,098 ) ( 7,030 ) Accumulated deficit ( 1,218,715 ) ( 1,156,055 ) Treasury stock, at cost, 6,764,796 shares as of December 31, 2021 and 2020 ( 229,984 ) ( 229,984 ) Total stockholders' equity 223,176 228,990 Total liabilities, convertible redeemable preferred stock and stockholders' equity $ 663,474 $ 677,970 See accompanying Notes to Consolidated Financial Statements. 50 Table of Conte nt s COMSCORE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Years Ended December 31, (In thousands, except share and per share data) 2021 2020 2019 Revenues (2) $ 367,013 $ 356,036 $ 388,645 Cost of revenues (1) (2) (3) 203,044 180,712 199,622 Selling and marketing (1) (3) 66,937 70,220 89,145 Research and development (1) (3) 39,123 38,706 61,802 General and administrative (1) (3) 61,736 55,783 66,419 Amortization of intangible assets 25,038 27,219 30,076 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 Restructuring (3) — — 3,263 Settlement of litigation, net — — 2,900 Total expenses from operations 395,878 377,311 699,112 Loss from operations ( 28,865 ) ( 21,275 ) ( 310,467 ) Loss on extinguishment of debt (2) ( 9,629 ) — — Interest expense, net (2) ( 7,801 ) ( 35,805 ) ( 31,526 ) Other (expense) income, net ( 5,778 ) 14,554 1,654 Gain (loss) from foreign currency transactions 2,895 ( 4,490 ) 336 Loss before income taxes ( 49,178 ) ( 47,016 ) ( 340,003 ) Income tax (provision) benefit ( 859 ) ( 902 ) 1,007 Net loss $ ( 50,037 ) $ ( 47,918 ) $ ( 338,996 ) Net loss available to common stockholders Net loss $ ( 50,037 ) $ ( 47,918 ) $ ( 338,996 ) Convertible redeemable preferred stock dividends (2) ( 12,623 ) — — Total net loss available to common stockholders $ ( 62,660 ) $ ( 47,918 ) $ ( 338,996 ) Net loss per common share: Basic and diluted $ ( 0.78 ) $ ( 0.67 ) $ ( 5.33 ) Weighted-average number of shares used in per share calculation - Common Stock: Basic and diluted 80,802,053 71,181,496 63,590,882 Comprehensive loss: Net loss $ ( 50,037 ) $ ( 47,918 ) $ ( 338,996 ) Other comprehensive (loss) income: Foreign currency cumulative translation adjustment ( 5,068 ) 5,303 ( 1,712 ) Total comprehensive loss $ ( 55,105 ) $ ( 42,615 ) $ ( 340,708 ) (1) Excludes amortization of intangible assets, which is presented separately in the Consolidated Statements of Operations and Comprehensive Loss. (2) Transactions with related parties are included in the line items above as follows (refer to Footnote 14 , Related Party Transactions , for further information): Years Ended December 31, 2021 2020 2019 Revenues $ 16,285 $ 13,314 $ 17,464 Cost of revenues 34,534 10,094 10,490 Interest expense, net ( 4,692 ) ( 24,480 ) ( 23,494 ) Loss on extinguishment of debt ( 9,608 ) — — Convertible redeemable preferred stock dividends ( 12,623 ) — — (3) Stock-based compensation expense is included in the line items above as follows: Years Ended December 31, 2021 2020 2019 Cost of revenues $ 1,603 $ 1,288 $ 1,852 Selling and marketing 1,791 2,226 3,615 Research and development 1,079 886 1,981 General and administrative 9,375 5,673 9,247 Restructuring — — ( 137 ) Total stock-based compensation expense $ 13,848 $ 10,073 $ 16,558 See accompanying Notes to Consolidated Financial Statements. 51 Table of Conte nt s COMSCORE, INC. CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury stock, at cost Total Stockholders' Equity Shares Amount Shares Amount Balance as of December 31, 2018 — $ — 59,389,830 $ 59 $ 1,561,208 $ ( 10,621 ) $ ( 769,095 ) $ ( 229,984 ) $ 551,567 Adoption of ASC 842 — — — — — — ( 46 ) — ( 46 ) Net loss — — — — — — ( 338,996 ) — ( 338,996 ) Foreign currency translation adjustment — — — — — ( 1,712 ) — — ( 1,712 ) Issuance of Common Stock - CVI — — 2,728,513 3 8,159 — — — 8,162 Common Stock warrants exercised - Starboard (1) — — 323,448 — — — — — — Common Stock warrants exercised - CVI — — 2,728,513 3 5,482 — — — 5,485 Exercise of Common Stock options, net — — 68,259 — 1,191 — — — 1,191 Interest paid in Common Stock (1) — — 4,057,129 4 17,370 — — — 17,374 Restricted stock units vested — — 854,998 1 4,610 — — — 4,611 Payments for taxes related to net share settlement of equity awards — — ( 85,560 ) — ( 1,267 ) — — — ( 1,267 ) Stock-based compensation expense — — — — 12,605 — — — 12,605 Balance as of December 31, 2019 — $ — 70,065,130 $ 70 $ 1,609,358 $ ( 12,333 ) $ ( 1,108,137 ) $ ( 229,984 ) $ 258,974 Net loss — — — — — — ( 47,918 ) — ( 47,918 ) Foreign currency translation adjustment — — — — — 5,303 — — 5,303 Exercise of Common Stock options, net — — 75,000 — 143 — — — 143 Interest paid in Common Stock (1) — — 1,474,201 2 3,058 — — — 3,060 Restricted stock units vested — — 1,363,152 1 3,064 — — — 3,065 Payments for taxes related to net share settlement of equity awards — — ( 38,937 ) — ( 117 ) — — — ( 117 ) Stock-based compensation expense — — — — 6,480 — — — 6,480 Balance as of December 31, 2020 — $ — 72,938,546 $ 73 $ 1,621,986 $ ( 7,030 ) $ ( 1,156,055 ) $ ( 229,984 ) $ 228,990 Net loss — — — — — — ( 50,037 ) — ( 50,037 ) Convertible redeemable preferred stock, net of issuance costs (1) 82,527,609 187,885 — — — — — — — Fair value of Common Stock issued in connection with acquisition — — 7,945,519 8 25,766 — — — 25,774 Conversion shares issued as extinguishment cost on senior secured convertible notes (1) — — 3,150,000 3 9,605 — — — 9,608 Interest paid in Common Stock (1) — — 4,165,781 4 10,808 — — — 10,812 Convertible redeemable preferred stock dividends (1) — — — — — — ( 12,623 ) — ( 12,623 ) Restricted stock units vested — — 2,362,963 2 7,117 — — — 7,119 Stock-based compensation expense — — — — 9,123 — — — 9,123 Foreign currency translation adjustment — — — — — ( 5,068 ) — — ( 5,068 ) Payments for taxes related to net share settlement of equity awards — — ( 155,519 ) — ( 522 ) — — — ( 522 ) Balance as of December 31, 2021 82,527,609 $ 187,885 90,407,290 $ 90 $ 1,683,883 $ ( 12,098 ) $ ( 1,218,715 ) $ ( 229,984 ) $ 223,176 (1) Transactions for these line items were exclusively with related parties (refer to Foo tnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , Footnot e 6 , Debt , and Footnote 14 , Related Party Transactions , of the Notes to Consolidated Financial Statements for additional information). Gross proceeds from related parties for the issuance of convertible redeemable preferred stock were $ 204.0 million. See accompanying Notes to Consolidated Financial Statements. 52 Table of Conte nt s COMSCORE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, (In thousands) 2021 2020 2019 Operating activities : Net loss $ ( 50,037 ) $ ( 47,918 ) $ ( 338,996 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization of intangible assets 25,038 27,219 30,076 Depreciation 15,793 14,064 12,778 Stock-based compensation expense 13,848 10,073 16,558 Loss on extinguishment of debt 9,629 — — Change in fair value of warrant liability 7,689 ( 4,894 ) 2,411 Non-cash operating lease expense 5,345 5,555 5,369 Non-cash interest expense on senior secured convertible notes (1) 4,692 9,180 17,374 Amortization expense of finance leases 2,188 1,652 2,413 Accretion of debt discount 1,620 7,571 6,242 Amortization of deferred financing costs 378 1,560 1,078 Bad debt (benefit) expense ( 80 ) 1,693 727 Deferred tax (benefit) provision ( 1,719 ) 10 ( 3,727 ) Change in fair value of financing derivatives ( 1,800 ) ( 10,287 ) ( 5,100 ) Impairment of right-of-use and long-lived assets — 4,671 — Impairment of goodwill — — 224,272 Impairment of intangible asset — — 17,308 Change in fair value of investment in equity securities — — 2,324 Other 1,082 908 ( 2 ) Changes in operating assets and liabilities, net of effect of acquisition: Accounts receivable ( 2,081 ) 2,024 2,738 Prepaid expenses and other assets ( 1,145 ) ( 6,283 ) 2,198 Accounts payable, accrued expenses, and other liabilities ( 4,210 ) ( 17,095 ) 10,438 Contract liability and customer advances ( 10,777 ) 7,341 ( 3,477 ) Current operating lease liability ( 5,597 ) ( 6,327 ) ( 7,638 ) Net cash provided by (used in) operating activities 9,856 717 ( 4,636 ) Investing activities : Capitalized internal-use software costs ( 14,747 ) ( 15,078 ) ( 11,500 ) Purchases of property and equipment ( 803 ) ( 477 ) ( 2,736 ) Cash and restricted cash acquired from acquisition 902 — — Proceeds from sale of investment in equity securities — — 3,776 Net cash used in investing activities ( 14,648 ) ( 15,555 ) ( 10,460 ) Financing activities : Principal payment and extinguishment costs on senior secured convertible notes (1) ( 204,014 ) — — Principal payment and extinguishment costs on secured term note ( 14,031 ) — — Payments for dividends on convertible redeemable preferred stock (1) ( 4,760 ) — — Principal payments on finance leases ( 2,138 ) ( 1,754 ) ( 2,535 ) Payments for taxes related to net share settlement of equity awards ( 522 ) ( 117 ) ( 1,267 ) Principal payments on capital lease and software license arrangements ( 329 ) ( 367 ) ( 2,070 ) Proceeds from the exercise of stock options — 142 1,191 Proceeds from private placement, net of issuance costs paid — — 19,752 Proceeds from secured term note — — 13,000 Proceeds from sale-leaseback financing transaction — — 4,252 Proceeds from borrowings on revolving line of credit 16,000 — — Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs (1) 187,885 — — Other ( 543 ) — ( 350 ) Net cash (used in) provided by financing activities ( 22,452 ) ( 2,096 ) 31,973 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,218 ) 902 ( 302 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 28,462 ) ( 16,032 ) 16,575 Cash, cash equivalents and restricted cash at beginning of period 50,741 66,773 50,198 Cash, cash equivalents and restricted cash at end of period $ 22,279 $ 50,741 $ 66,773 53 Table of Conte nt s As of December 31, 2021 2020 2019 Cash and cash equivalents $ 21,854 $ 31,126 $ 46,590 Restricted cash 425 19,615 20,183 Total cash, cash equivalents and restricted cash $ 22,279 $ 50,741 $ 66,773 Years Ended December 31, 2021 2020 2019 Supplemental cash flow disclosures : Interest paid ($ — , $ 21,420 and $ 3,046 in 2021, 2020, and 2019 attributable to related party, respectively) $ 1,009 $ 23,792 $ 4,081 Income taxes paid, net of refunds 1,831 1,182 1,191 Operating cash flows from operating leases 9,623 11,170 15,546 Operating cash flows from finance leases 440 493 471 Supplemental non-cash activities : Fair value of Common Stock issued in connection with acquisition $ 25,774 $ — $ — Interest paid in Common Stock (1) 10,812 — — Conversion shares issued as extinguishment cost on senior secured convertible notes (1) 9,608 — — Convertible redeemable preferred stock dividends accrued but not yet paid (1) 7,863 — — Settlement of restricted stock unit liability 7,117 3,065 4,611 Fair value of contingent consideration recognized upon closing of acquisition 5,600 — — Right-of-use assets obtained in exchange for operating lease liabilities 5,211 669 397 Right-of-use assets obtained in exchange for finance lease liabilities 3,345 754 4,049 Leasehold improvements acquired through lease incentives — 394 2,050 Fair value of warrants issued in private placement — — 10,798 (1) Transactions for these line items were exclusively with related parties (refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , Footnot e 6 , Debt , and Footnote 14 , Related Party Transactions , of the Notes to Consolidated Financial Statements for additional information). Gross proceeds from related parties for the issuance of convertible redeemable preferred stock were $ 204.0 million. See accompanying Notes to Consolidated Financial Statements. 54 Table of Conte nt s COMSCORE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures audiences, consumer behavior and advertising across media platforms. On December 16, 2021, the Company and two newly formed, wholly owned subsidiaries of the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Shareablee, Inc. ("Shareablee"), to acquire Shareablee in exchange for shares of the Company's Common Stock and contingent consideration payable subject to the achievement of certain conditions set forth in the Merger Agreement. Refer to Footno t e 3 , Business Combination. Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its Chief Executive Officer, who decides how to allocate resources and assess performance. The Company has one operating segment. A single management team reports to the CODM, who manages the entire business. The Company's CODM reviews consolidated results of operations to make decisions, allocate resources and assess performance and does not evaluate the profit or loss from any separate geography or product line. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. Reclassification Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, non-current contract liabilities have been aggregated within other non-current liabilities on the Consolidated Balance Sheets. Use of Estimates and Judgments in the Preparation of the Consolidated Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of: management's standalone selling price ("SSP"), principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill and intangible assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. Fair Value Measurements The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company applies the three-tier GAAP value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1 - observable inputs such as quoted prices in active markets; Level 2 - inputs other than the quoted prices in active markets that are observable either directly or indirectly; Level 3 - unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The Company's assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Assets that are measured at fair value on a non-recurring basis include property and equipment, operating right-of-use assets, intangible assets and goodwill. The Company measures these items at fair value when they are considered to be impaired or, in certain cases, upon initial 55 Table of Conte nt s recognition. The fair value of these assets are determined with valuation techniques using the best information available and may include market comparable information, discounted cash flow models, or a combination thereof. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and the current portion of contract liabilities and customer advances reported in the Consolidated Balance Sheets approximate fair value due to the short-term nature of these instruments. The carrying amount of the revolving line of credit approximates fair value due to the variable rate nature of the debt. Preferred Stock In 2021, the Company issued shares of Series B Convertible Preferred Stock ("Preferred Stock") as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of December 31, 2021, the probability of a change of control was determined to be remote, and the fair value of the change of control derivative was determined to be negligible. The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Consolidated Balance Sheets. The instrument is initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of December 31, 2021 because a deemed liquidation event is not considered probable. All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (for example, more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the financial statements. Effective January 1, 2021, the Company early adopted Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40). This ASU simplifies accounting for convertible instruments, enhances disclosure requirements related to the terms and features of convertible instruments, and amends the guidance for the derivatives scope exception for contracts settled in an entity's own equity. This ASU removes from GAAP the separation models for (1) convertible debt with a Cash Conversion Feature and (2) convertible instruments with a Beneficial Conversion Feature. Upon adoption of this new ASU, entities will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock, unless (1) a convertible instrument contains features that require bifurcation as a derivative, or (2) a convertible debt instrument was issued at a substantial premium. As a result of the adoption, no embedded features were identified requiring bifurcation under the new model, other than the change of control redemption feature. The Company adopted the standard using the modified retrospective approach. The standard had no impact on the senior secured convertible notes (the "Notes") issued by the Company prior to adoption and, as a result, there was no cumulative adjustment recorded upon adoption. Loss on Extinguishment of Debt In 2021, the Company recorded a $ 9.6 million loss on debt extinguishment related to the payoff of the Notes and a foreign secured promissory note (the "Secured Term Note"). Loss on extinguishment of debt represents the difference between the carrying value of the Company's debt instruments and any consideration paid to its creditors in the form of cash or shares of the Company's Common Stock on the extinguishment date. These transactions are described in Footnote 6 , Debt . Financing Derivatives The Company's derivative financial instruments are not hedges and do not qualify for hedge accounting. Changes in the fair value of these instruments are recorded in other (expense) income, net in the Consolidated Statements of Operations and Comprehensive Loss. The fair values of the financing derivatives were estimated using forward projections and were discounted back at rates commensurate with the remaining term of the related derivatives. Significant valuation inputs included 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 price and expected volatility of the Company's Common Stock, probability of change of control, and forward projections of estimated cash payments. Extinguishment of the Notes on March 10, 2021 resulted in derecognition of the remaining financing derivatives. Refer to Footnote 6 , Debt for additional information. 56 Table of Conte nt s Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are maintained with several financial institutions domestically and internationally. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy, and by monitoring this credit risk and making adjustments as necessary. The Company considers highly liquid investments with an original maturity of three months or less at the time of purchase and qualifying money-market funds as cash equivalents. As of December 31, 2021, restricted cash represents security deposits for subleased office space. As of December 31, 2020, restricted cash primarily represents the Company's requirement to collateralize the Secured Term Note and outstanding letters of credit. Allowance for Doubtful Accounts The Company generally grants uncollateralized credit terms to its customers. Credit risk associated with accounts receivable is mitigated by the Company's ongoing credit evaluation of its customers' financial condition. An allowance for doubtful accounts is maintained to reserve for uncollectible receivables. Allowances are based on management's judgment, which considers historical collection experience adjusted for current conditions or expected future conditions based on reasonable and supportable forecasts, a specific review of all significant outstanding receivables, an assessment of company-specific credit conditions and general economic conditions. Management considered the impact of the COVID-19 pandemic, including customer payment delays and requests from customers to revise contractual payment terms, in determining the Company's allowance for doubtful accounts. The following is a summary of the activity within the allowance for doubtful accounts: Years Ended December 31, (In thousands) 2021 2020 2019 Beginning Balance $ ( 2,757 ) $ ( 1,919 ) $ ( 1,597 ) Bad debt benefit (expense) 80 ( 1,693 ) ( 727 ) Recoveries ( 161 ) ( 300 ) ( 481 ) Write-offs 1,665 1,155 886 Ending Balance $ ( 1,173 ) $ ( 2,757 ) $ ( 1,919 ) Property and Equipment, net Property and equipment is recorded at cost, net of accumulated depreciation, and is depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from 3 to 5 years. Finance lease assets are recorded at their net present value at the commencement of the lease. Both finance lease assets and leasehold improvements are amortized on a straight-line basis over the shorter of the related lease terms or their useful lives. Replacements and major improvements are capitalized; maintenance and repairs are expensed as incurred. Included in property and equipment, net, are capitalized software costs to purchase and develop internal-use software, which the Company uses to provide services to its clients. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once this software is ready for use in the Company's products, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is typically assessed to be 3 to 5 years. During the years ended December 31, 2021, 2020 and 2019, the Company capitalized $ 18.9 million (including $ 4.6 million recorded as part of the acquisition of Shareablee), $ 15.0 million, and $ 11.9 million in internal-use software costs, respectively. The Company depreciated $ 12.8 million, $ 9.1 million and $ 4.8 million in capitalized internal-use software costs during the years ended December 31, 2021, 2020 and 2019, respectively. Business Combination In 2021, the Company acquired Shareablee as described in Footnote 3 , Business Combination . The purchase consideration was allocated to all tangible and intangible assets acquired, and liabilities assumed, based upon their acquisition-date fair values. Contract assets and liabilities were measured in accordance with revenue recognition principles. Any excess purchase consideration was recorded as goodwill. Acquisition-related costs were expensed as incurred. Definite-lived intangible assets were recognized for acquired methodologies and technology, as well as customer relationships. The fair value of the acquired methodologies and technology was estimated using the multi-period excess earnings method of the income approach. This technique is based on projected financial information for the useful life of the asset, adjusted for technological obsolescence rates and a contributory asset charge, to determine the cash flows attributable to the asset. These cash flows are then discounted back to the acquisition date using an appropriate rate of return. The selected discount rate was 26.0 %. The fair value of the customer relationships was estimated using a "with and without" method of the income approach. This technique compares the cash flows from the existing customer relationship revenues 57 Table of Conte nt s to cash flows in a scenario where the Company would have to re-create those customer relationship revenues using cash from its business. These cash flows are then discounted back to the acquisition date using an appropriate rate of return. The selected discount rate was 24.0 %. A component of the purchase consideration is payable contingent on the achievement of certain contractual milestones or future revenue performance. This contingent consideration is classified as a liability due to the fact it will be settled in cash or a variable number of shares (or a combination thereof), and the amount of the payment is not dependent upon the fair value of the Company's Common Stock. The fair value of the contingent consideration liability is estimated using a combination of valuation techniques. The primary technique is an option pricing model within a Monte Carlo simulation that determines an average projected payment value across numerous iterations. This technique determines projected payments based on simulated revenues derived from an internal forecast, adjusted for a selected revenue volatility and risk premium based on market data for comparable guideline public companies. The secondary technique is a discounted cash flow model that assumes achievement of the contractual milestones, resulting in payment of the full deferred amount. In both techniques, the projected payments are then discounted back to the valuation date at the Company's cost of debt using a term commensurate with the contractual payment dates. The contingent consideration liability will be measured at fair value on a recurring basis until the contingency is resolved. Changes in the estimated fair value of the contingent consideration liability will be reflected in operating income or expense in the Consolidated Statements of Operations and Comprehensive Loss, and could have a material impact on our operating results. Cloud Computing Implementation Costs Certain costs incurred for implementation, setup, and other upfront activities in a hosting arrangement that is a service contract are capitalized during the application development stage. Upgrades and enhancements are capitalized if they will result in additional functionality. Amortization of capitalized costs is recorded on a straight-line basis over the term of the associated hosting arrangement, inclusive of reasonably certain renewal periods. During the third quarter of 2021, the Company completed its implementation of a new cloud-based Enterprise Resource Planning ("ERP") system. The Company capitalized $ 6.8 million of eligible implementation costs in connection with its development and testing of the ERP system. These capitalized implementation costs are classified within other non-current assets in the Consolidated Balance Sheets. As of December 31, 2021, 2020 and 2019, capitalized implementation costs, net of accumulated amortization, were $ 6.4 million, $ 3.2 million, and $ 1.0 million, respectively. The Company determined the expected period of benefit of the capitalized implementation costs was five years . Amortization costs are classified within general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. The Company recorded $ 0.7 million of amortization expense for the year ended December 31, 2021. Goodwill and Intangible Assets Goodwill represents the excess of the purchase consideration over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired. The valuation of intangible assets and goodwill involves the use of management's estimates and assumptions and can have a significant impact on future operating results. The Company initially records its intangible assets at fair value. Definite-lived intangible assets are amortized over their estimated useful lives while goodwill is not amortized but is evaluated for impairment at least annually, as of October 1, by comparing the fair value of a reporting unit to its carrying value including goodwill recorded by the reporting unit. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company initially assesses qualitative factors to determine if it is necessary to perform the goodwill impairment review. Goodwill is reviewed for impairment if, based on an assessment of the qualitative factors, it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value, or the Company decides to bypass the qualitative assessment. The carrying value of the reporting unit is reviewed utilizing a combination of the discounted cash flow model and a market value approach. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term growth projections, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macro-economic conditions. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record a material non-cash impairment charge. The Company completed its annual assessment on October 1, 2021, and there was no impairment of goodwill at the assessment date. No goodwill impairment charges were recognized during the years ended December 31, 2021 and 2020. The Company performed an interim analysis as of June 30, 2019, and determined that goodwill was then impaired. Refer to Footnote 10 , Goodwill and Intangible Assets for further information. The Company completed its annual assessment on October 1, 2019, and there was no additional impairment of goodwill at the assessment date. 58 Table of Conte nt s Intangible assets with finite lives are generally amortized using the straight-line method over the following useful lives: Useful Lives (Years) Acquired methodologies and technology 2 to 7 Acquired software 3 Customer relationships 3 to 7 Intellectual property 2 to 13 Panel 1 to 7 Trade Names 2 to 6 Other 6 to 8 The Company evaluates its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. If an indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset group to its carrying amount. Recoverability measurement and estimation of undiscounted cash flows are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the undiscounted future cash flows are less than the carrying amount of the asset group, the Company records an impairment loss equal to the excess of the asset group's carrying amount over its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis. The Company performed an interim analysis as of June 30, 2019, as events or changes in circumstances indicated the carrying value of certain intangible assets may not be recoverable, and determined that the Company's strategic alliance (the "strategic alliance") with WPP plc and its affiliates ("WPP") was impaired. Refer to Footnote 10 , Goodwill and Intangible Assets for further information. Although the Company believes that the carrying values of its goodwill and definite-lived intangible assets are appropriately stated as of December 31, 2021, changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances. Recoverability of Other Long-Lived Assets The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. For facility lease ROU and related long-lived assets, the Company compares the estimated undiscounted cash flows generated by a sublease to the current carrying value of the ROU and related long-lived assets. The Company treats operating lease ROU assets as financing transactions, thereby excluding the operating lease liability and related lease payments from the head lease, for purposes of testing recoverability. If the undiscounted cash flows are less than the carrying value of the ROU and related long-lived assets, the Company records an impairment loss equal to the excess of the ROU and long-lived assets' carrying value over their fair value. The Company performed an interim analysis as of March 31, 2020, as changes in market conditions indicated the carrying value of certain facility lease ROU and other long-lived assets may not be recoverable, and determined that certain ROU assets, and related leasehold improvements, were impaired. The Company recorded a $ 4.7 million non-cash impairment charge related to its ROU assets and related leasehold improvements. The impairment charge was driven by changes in the Company's projected undiscounted cash flows for certain properties, primarily as a result of changes in the real estate market related to the COVID-19 pandemic, that led to an increase in the estimated marketing time, and a reduction of expected receipts, for properties on the market for sublease. The fair value of these ROU assets, and related leasehold improvements, was estimated using an income approach and a discount rate of 12.0 %. Although the Company believes that the carrying values of its other long-lived assets are appropriately stated as of December 31, 2021, changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances. Warrants Liability In 2019, the Company issued warrants to CVI in connection with the private placement described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of net cash settlement features associated with a cap on the issuance of shares, under certain circumstances, or upon a change of control. Changes in the fair value of these instruments are recorded in other (expense) income, net in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of each warrant is estimated utilizing an option pricing model supplemented with a Monte Carlo simulation in periods with multiple warrants outstanding where certain features resulted in additional valuation complexity. Significant valuation inputs include the price and expected volatility of the Company's Common Stock, cost of debt, risk-free rate, remaining term of the warrants, and probability of change of control. In situations where a change of control was assumed, the fair values of the warrants are based on estimated cash payments at each payment date discounted back to the valuation date using the cost of debt. 59 Table of Conte nt s Leases The Company's lease portfolio is comprised of two major classes. Real estate leases, which are the majority of the Company's leased assets, are accounted for as operating leases. Computer equipment leases are generally accounted for as finance leases. The Company determines if an arrangement is or contains a lease at inception and whether the lease should be classified as an operating or finance lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. Operating ROU assets also include the impact of any lease incentives. An ROU asset and lease liability are not recorded for short-term leases with an initial term of 12 months of less. The Company has elected to combine lease and non-lease payments and account for them together as a single lease component, which increases the carrying amount of the ROU assets and lease liabilities. Non-lease components primarily include payments for common-area maintenance, utilities and other pass-through charges. The Company uses its incremental borrowing rate to determine the present value of the future lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company's lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company's operations to determine the lease term. The Company generally uses the non-cancelable lease term when measuring its ROU assets and lease liabilities. Payments under the Company's lease arrangements are primarily fixed; however, certain lease agreements contain variable payments, which are expensed as incurred and excluded from the measurement of ROU assets and lease liabilities. These payment amounts are affected by changes in market indices and costs for common-area maintenance, utilities and other pass-through charges that are based on usage or performance. Operating leases are included in operating ROU assets, current operating lease liability, and non-current operating lease liability in the Consolidated Balance Sheets. The Company recognizes lease expense (excluding variable lease costs) for its operating leases on a straight-line basis over the term of the lease. Finance lease assets are included in property and equipment, net; current finance lease liabilities are aggregated into other current liabilities; and non-current finance lease obligations are aggregated in other non-current liabilities in the Consolidated Balance Sheets. Income from subleased properties is recognized and presented as a reduction of costs, allocated among operating expense line items, in the Consolidated Statements of Operations and Comprehensive Loss. Foreign Currency Generally, the functional currency of the Company's foreign subsidiaries is the local currency. In those cases where the transaction is not denominated in the functional currency, the Company revalues the transaction to the functional currency and records the translation gain or loss in the Company's Statements of Operations and Comprehensive Loss. Assets and liabilities are translated at the current exchange rate as of the end of the year, and revenues and expenses are translated at average exchange rates in effect during the year. The gain or loss resulting from the process of translating a foreign subsidiary's functional currency financial statements into U.S. Dollars ("USD") is reflected as foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive loss. The translation adjustment for intercompany foreign currency loans that are permanent in nature are also recorded as accumulated other comprehensive loss. Translation adjustments on intercompany accounts that are short term in nature are recorded as gain (loss) from foreign currency transactions. For foreign entities where USD is the functional currency, re-measurement of gains and losses related to deferred tax assets and liabilities are reflected in income tax provision in the Consolidated Statements of Operations and Comprehensive Loss. Revenue Recognition The Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. The Company's contracts with customers may include multiple promised goods and services. Contracts with multiple performance obligations typically consist of a mix of subscriptions to the Company's online database, customized data services, and delivery of periodic custom reports based on information obtained from the database. In such cases, the Company identifies performance obligations by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined as one performance obligation. Once the Company identifies the performance obligations, the Company will determine the transaction price based on contractually fixed amounts and an estimate of variable consideration. In general, the transaction price is determined by estimating the fixed amount of consideration to which the Company is entitled for transfer of goods and services and all relevant sources and components of variable consideration. Variable consideration is estimated based on the most likely amount or expected value approach, depending on which method the Company expects to better predict the amount of consideration to which it will be entitled. Once the Company elects one of the methods to estimate variable consideration for a particular type of performance obligation, the Company will apply that method consistently. Estimates of 60 Table of Conte nt s variable consideration are subject to constraint based on expected recovery from the customer. Sales taxes remitted to government authorities are excluded from the transaction price. The Company allocates the transaction price to each performance obligation based on relative SSP. Judgment is exercised to determine the SSP of each distinct performance obligation. In most cases, the Company bundles multiple products and very few are sold on a standalone basis. The Company primarily applies an adjusted market assessment approach for the determination of the SSP, which is supported by 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. The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring promised goods or services to a customer. Customers may obtain the control of promised goods or services over time or at a point in time. Subscription-based revenues, and other products delivered continuously through a user interface, are recognized on a straight-line basis over an access period that can range from three months to five years . Revenues for impression-based products are typically recognized over time, on a time-elapsed basis, as the customer is continuously consuming and receiving the benefits of campaign measurement, or an output method, such as volume of impressions processed during a discrete period. Report-based revenues are recognized at a point in time, which is generally once the product has been delivered to the customer. The Company also considers whether there is a present right to payment, and whether the customer has accepted the product if such acceptance provisions are substantive. Customers may have the right to cancel their contracts by providing a written notice of cancellation, although most subscription-based contracts are non-cancelable. If a customer cancels its contract, the customer is generally not entitled to a refund for prior services. In the event a portion of a contract is refundable, revenue recognition is delayed until the refund provision lapses. For multi-year contracts with annual price increases, the total consideration for each of the years included in the contract term will be combined and recognized on a straight-line basis. For transactions that involve third parties, the Company evaluates whether it is the principal, in which case it recognizes revenue on a gross basis. If the Company is an agent, it recognizes revenue on a net basis. This determination can require significant judgment for certain revenue share arrangements that involve the use of partner data in the Company's sales to end users or the use of its data in partner sales to end users. In these arrangements, the Company assesses which party controls the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price. The Company enters into a limited number of monetary contracts with multichannel video programming distributors ("MVPDs") that involve both the purchase and sale of services with a single counterparty. Each contract is assessed to determine if the revenue and expense should be presented gross or net. In some instances, the Company may provide free distinct goods or services as a form of non-cash consideration to the counterparty. Revenue is recognized for these contracts to the extent SSP is established for distinct services provided. Any excess consideration above the established SSP of services is presented as a reduction to cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of non-cash consideration included in revenues during the years ended December 31, 2021 and 2020 totaled $ 4.0 million and $ 0.9 million, respectively. The fair value of non-cash consideration included in cost of revenues during the years ended December 31, 2021 and 2020 totaled $ 3.9 million and $ 1.6 million, respectively. No non-cash consideration was included in revenues or cost of revenues during the year ended December 31, 2019. Contract Balances Accounts receivable are billed and unbilled amounts where the right to payment from the customer is unconditional but for the passage of time. Contract assets represent amounts where the right to payment in exchange for goods or services transferred is conditioned on future events, such as the entity's continued performance. The portion of contract assets to be billed in the succeeding twelve-month period are included in prepaid expenses and other current assets, and the remaining amounts are included in other assets within the Consolidated Balance Sheets. Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, under non-cancelable contracts for which exchange of goods or services will occur in the future. Customer advances relate to amounts billed in advance, or advance considerations received from customers, for contracts with termination rights for which exchange of goods or services will occur in the future. The portion of contract liabilities and customer advances to be recognized in the succeeding twelve-month period are presented separately within current liabilities, and the remaining amounts are included in other non-current liabilities within the Consolidated Balance Sheets. Remaining Performance Obligations The Company elected an optional exemption to not disclose information about the amount of the transaction price allocated to remaining performance obligations for contracts that have an original expected duration of one year or less. The amount disclosed for remaining performance obligations also excludes variable consideration from unsatisfied performance obligations within a series where revenue is recognized using an output method, such as volume of impressions processed. Costs to Fulfill a Contract Certain costs to fulfill are capitalized for contracts where the transfer of goods and services will occur in the future. Typically, these capitalized costs are incurred during a setup period prior to transferring control of the good or service over time. These costs include dedicated employees, subcontractors, and other third-party costs. Capitalized costs are assessed for recoverability at each reporting period. These costs are included in 61 Table of Conte nt s cost of revenues and are recognized in the same manner as the corresponding performance obligation. For the years ended December 31, 2021, 2020 and 2019, amortized and expensed contract costs were $ 2.7 million, $ 1.4 million and $ 1.9 million, respectively. Cost of Revenues Cost of revenues consists primarily of costs to produce the Company's products including viewing data from MVPDs, census-based, panel and other third-party data as well as costs to operate its network infrastructure including data center, data storage and compliance costs. Other costs include amortization of capitalized fulfillment costs, employee costs including stock-based compensation, depreciation related to assets used to maintain the network and produce products and allocated overhead, including rent and depreciation expenses generated by general purpose equipment and software. Selling and Marketing Selling and marketing expenses consist primarily of salaries, commissions, stock-based compensation, benefits and bonuses for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, product management, seminars, promotional materials, public relations, other sales and marketing programs, and allocated overhead, including rent and other facilities related costs, and depreciation. General and Administrative General and administrative expenses consist primarily of salaries, stock-based compensation, benefits and related costs for executive management, finance, accounting, human capital, legal, information technology and other administrative functions, as well as professional fees and allocated overhead, including rent and other facilities related costs, depreciation and expenses incurred for other general corporate purposes. Research and Development Research and development expenses consist primarily of salaries, stock-based compensation, benefits and related costs for personnel associated with research and development activities, as well as allocated overhead, including rent and other facilities related costs, and depreciation. Investigation and Audit Related Investigation expenses are professional fees associated with legal and forensic accounting services rendered as a result of an internal Audit Committee investigation into matters related to the Company's revenue recognition practices, disclosures, internal controls, corporate culture and employment practices prior to 2017. Audit related expenses consist of professional fees associated with accounting related consulting services and external auditor fees associated with the audit of the Company's prior-year financial statements. Also included are litigation related expenses, which include legal fees associated with various lawsuits or investigations that were initiated either directly or indirectly as a result of the Audit Committee's investigation. Other (Expense) Income, Net Other (expense) income, net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations. The following is a summary of the significant components of other (expense) income, net: Years Ended December 31, (In thousands) 2021 2020 2019 Change in fair value of financing derivatives $ 1,800 $ 10,287 $ 5,100 Change in fair value of warrants liability ( 7,689 ) 4,894 ( 2,411 ) Change in fair value of investment in equity securities — — ( 2,324 ) Other 111 ( 627 ) 1,289 Total other (expense) income, net $ ( 5,778 ) $ 14,554 $ 1,654 Debt Issuance Costs The Company reflects debt issuance costs in the Consolidated Balance Sheets as a direct deduction from the gross amount of debt, consistent with the presentation of a debt discount. Debt issuance costs are amortized to interest expense, net over the term of the underlying debt instrument, utilizing the effective interest method. Stock-Based Compensation The Company estimates the fair value of stock-based awards on their grant date. The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model. The fair value of restricted stock units ("RSUs") is based on the closing price of the Company's Common Stock on the grant date. The Company amortizes the fair value of awards expected to vest on a straight-line basis over the 62 Table of Conte nt s requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. The determination of the fair value of the Company's stock option awards is based on a variety of factors, including, but not limited to, the Company's Common Stock price, risk-free rate, expected stock price volatility over the expected life of awards, and the expected term of the option. The Company issues stock options with a vesting period based solely upon the passage of time (service vesting). To determine the expected term of the option the Company applies the simplified method for plain-vanilla options due to the lack of significant historical exercise experience. For non-employee options that do not qualify as plain-vanilla the Company has elected to apply the contractual term of the award. The Company issues RSU awards with a vesting period based solely upon the passage of time (service vesting), achieving performance targets, fulfillment of market conditions, or a combination thereof. For those RSU awards with only service vesting, the Company recognizes compensation cost on a straight-line basis over the service period. For awards with both service and performance conditions, the Company starts recognizing compensation cost over the remaining service period when it is probable the performance conditions will be met. Stock awards that contain performance vesting conditions are excluded from diluted earnings per share ("EPS") computations until the contingency is met as of the end of that reporting period. For awards with both service and market conditions, the Company recognizes compensation cost over the remaining service period, with the effect of the market condition reflected in the determination of the award's fair value at the grant date. The Company values awards with market conditions using certain valuation techniques, such as a lattice model or Monte Carlo simulation analysis. The Company determines the requisite service period based on the longer of the explicit service period and the derived service period. Stock awards that contain market vesting conditions are included in the computations of diluted EPS reflecting the number of shares that would be issued based on the current market price at the end of the period being reported on, if their effect is dilutive. Under the Company's annual incentive compensation plan, the Company may grant immediately vested RSUs to certain employees. For these awards, stock-based compensation expense is accrued commencing at the service inception date, which generally precedes the grant date, through the end of the requisite service period. The Company estimates forfeitures for stock-based awards at their grant date based on historical experience. The estimated forfeiture rate as of December 31, 2021, 2020 and 2019 was 10.0 % for non-executive awards. Awards granted to senior executives have an estimated forfeiture rate of zero . The Company performs a review of its forfeiture rate assumption on a quarterly basis. Changes in the estimates and assumptions relating to forfeitures and subsequent grants may result in material changes to stock-based compensation expense in the future. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense. In December 2017, U.S. tax reform legislation known as the Tax Cuts and Jobs Act (the "TCJA") was signed into law. The Company determined the effects of certain provisions, including but not limited to: a reduction in the corporate tax rate from 35% to 21%, a limitation of the deductibility of certain officers' compensation, a limitation on the current deductibility of net interest expense in excess of 30% of adjusted taxable income, a limitation of net operating losses generated after 2018 to 80% of taxable income, an incremental tax (base erosion anti-abuse or "BEAT") on excessive amounts paid to foreign related parties, and a minimum tax on certain foreign earnings in excess of 10% of the foreign subsidiaries' tangible assets (global intangible low-taxed income or "GILTI"). As part of its GILTI review, the Company has determined that it will account for GILTI income as it is generated (i.e., treat it as a period expense). Given the Company's loss position in the U.S. and the valuation allowance recorded against its U.S. net deferred tax assets, these provisions have not had a material impact on the Company's consolidated financial statements. 63 Table of Conte nt s Loss Per Share The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. Basic loss per share is computed by dividing net loss attributable to only the common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, Notes, warrants, stock options, restricted stock units and deferred stock units, to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share. The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Years Ended December 31, 2021 (1) 2020 2019 Preferred stock 66,926,499 — — Warrants 5,457,026 6,306,964 3,795,761 Stock options, restricted stock units and deferred stock units 5,073,980 3,898,327 2,127,616 Senior secured convertible notes 1,232,483 6,519,655 6,519,655 Total 78,689,988 16,724,946 12,443,032 (1) A contingent consideration liability was recognized as part of the acquisition described in Footnote 3 , Business Combination. The liability payments may be settled in any combination of cash or shares of Common Stock based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the date of each payment. Settlement of this liability in Common Stock could potentially dilute basic earnings per share in future periods. The Company calculated a potential anti-dilutive share count based on the maximum potential payments of $ 8.6 million and the $ 3.34 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on December 31, 2021. The impact was determined to be negligible for 2021 based on the period the liability was outstanding. For the year ended December 31, 2021, dividends to holders of the Preferred Stock, including those both paid and accrued, totaled $ 12.6 million. These dividends have been included in calculating the total loss available to common stockholders used in the calculation of basic and diluted loss per share. Other Accounting Standards Recently Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes primarily by eliminating certain exemptions. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and to delay adoption of the additional disclosures until their effective date. The Company adopted the new standard effective January 1, 2021, which had no impact on the Consolidated Financial Statements or related disclosures. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), which addresses the accounting for contract assets and liabilities from revenue contracts with customers in a business combination. The amendments require acquiring entities to apply Accounting Standards Codification ("ASC") 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity is permitted to early adopt. The Company adopted the new standard effective January 1, 2021, which did not have a material impact on the Consolidated Financial Statements or related disclosures. 3. Business Combination On December 16, 2021, the Company and two newly formed, wholly owned subsidiaries of the Company entered into the Merger Agreement (the "Merger") with Shareablee. Total consideration payable to the former holders of Shareablee's capital stock and warrant, and certain underlying equity awards that were assumed by the Company, totaled 9,128,964 shares of Common Stock. This included 7,945,519 shares of Common Stock that were issuable at closing, 1,062,085 shares of Common Stock issuable pursuant to replacement stock options and restricted stock unit awards, and 121,360 shares of Common Stock subject to holdback pending final working capital adjustments. In addition, certain holders of Shareablee's capital stock, warrant and equity awards may also receive up to an aggregate of $ 8.6 million of contingent consideration over three years after the closing, subject to the satisfaction of certain conditions set forth in the Merger Agreement. The contingent consideration is payable in any combination of cash and Common Stock, with any issuance of Common Stock to be based on the volume-weighted average trading price of the Common Stock for the ten full trading days ending on, and including the last business day prior to, the applicable date of the release of the contingent payment. The amount of contingent consideration is based on the achievement of certain contractual milestones or a revenue target. Lastly, the Merger Agreement required a portion of cash held in escrow at closing to be paid to the former holders of Shareablee securities. Itzhak Fisher, a member of the Company's Board of Directors ("Board"), is a former director, stockholder and equity award holder of Shareablee. The fair value of Mr. Fisher's issuable Common Stock and replacement stock options totaled $ 0.7 million at closing, of which $ 0.4 64 Table of Conte nt s million was recognized immediately as stock-based compensation expense and $ 0.3 million was classified as purchase consideration. Mr. Fisher is also eligible to earn up to an additional $ 0.3 million in contingent consideration subject to the performance criteria described above. The total consideration paid or payable by the Company related to the Merger was $ 31.4 million. A summary of the consideration is as follows: (In thousands) Fair Value Common Stock (1) $ 25,329 Contingent consideration (2) 5,600 Replacement stock options and restricted stock unit awards 260 Escrow payable to former stockholders 184 Total purchase consideration $ 31,373 (1) Calculated based on 7,945,519 shares of Common Stock issued upon closing, an estimated 121,360 shares of Common Stock to be issued upon completion of a final working capital assessment, and the $ 3.14 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on December 16, 2021. (2) Refer to Footnote 2 , Summary of Significant Accounting Policies for additional information on the selected valuation technique, and Footnote 7 , Fair Value Measurements for inputs in deriving the fair value as of December 16, 2021. The Company concluded any change in fair value between December 16, 2021 and December 31, 2021 was negligible. A summary of the total purchase consideration for Shareablee that was allocated to the acquired assets and liabilities based on their fair value as of the date of the Merger is as follows: (In thousands) December 16, 2021 Net working capital $ ( 2,212 ) Property and equipment, net 4,578 Deferred tax liabilities ( 2,817 ) Other assets and liabilities ( 22 ) Definite-lived intangible assets 12,644 Goodwill 19,202 Total purchase consideration $ 31,373 The goodwill and intangible assets recorded as a result of the Merger are not deductible for income tax purposes. The goodwill includes the value of the Shareablee acquired workforce, the expected cost synergies to be realized by the Company following the Merger, the opportunity to combine the Company's digital information with Shareablee's social data and insights to enhance the Company's syndicated product offerings, and the opportunity to sell Shareablee products to the Company's customer base. The following table outlines the fair value of the definite-lived intangible assets and the useful life for each type of intangible asset acquired. The intangible assets are amortized using a straight-line method over the respective useful life of the intangible asset. (In thousands) Useful Lives (Years) Fair Value Customer relationships (1) 5 $ 6,600 Acquired methodologies and technology (1) (2) 5 6,044 Total definite-lived intangible assets $ 12,644 (1) The fair values of these assets are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as Level 3 fair value measurements. Refer to Footnote 2 , Summary of Significant Accounting Policies for additional information on the selected valuation techniques. (2) The acquisition-date fair value of acquired methodologies and technology was $ 10.6 million. The $ 6.0 million recognized within intangible assets, net reflects the incremental fair value adjustment to $ 4.6 million of capitalized internal-use software costs recorded at net book value within property and equipment, net as of December 16, 2021. The primary assets acquired were the developed methodologies and technology, which include a proprietary taxonomy and analytics platform that processes and repackages information on social media data consumption across four large social media platforms. The Company incurred professional fees directly attributable to the Merger, primarily consisting of legal fees totaling $ 0.5 million during 2021. These fees are reflected in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. The financial results of Shareablee were included in the Company's Consolidated Financial Statements from the date of the Merger, December 16, 2021. For the year ended December 31, 2021, Shareablee contributed revenues of $ 0.4 million and loss before income tax provision of $ 1.4 million. The loss includes $ 1.5 million in stock-based compensation recognized immediately following the closing date pertaining to replacement stock options and restricted stock unit awards issued to Shareablee equity award holders. Pro forma results of operations for the Merger have not been presented because they are not material to the Company's consolidated results of operations. 65 Table of Conte nt s 4. Revenue Recognition The following table presents the Company's revenue disaggregated by solution group, geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer. The Company has one reportable segment in accordance with ASC 280, Segment Reporting ; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment. Years Ended December 31, (In thousands) 2021 2020 2019 By solution group : Ratings and Planning (1) $ 255,073 $ 253,652 $ 271,623 Analytics and Optimization (1) 81,306 69,080 74,725 Movies Reporting and Analytics 30,634 33,304 42,297 Total $ 367,013 $ 356,036 $ 388,645 By geographical market : United States $ 321,891 $ 310,717 $ 336,087 Europe 26,250 27,447 30,619 Latin America 6,952 6,275 10,326 Canada 7,630 7,046 7,046 Other 4,290 4,551 4,567 Total $ 367,013 $ 356,036 $ 388,645 By timing of revenue recognition : Products and services transferred over time $ 288,439 $ 278,638 $ 295,609 Products and services transferred at a point in time 78,574 77,398 93,036 Total $ 367,013 $ 356,036 $ 388,645 (1) In the second quarter of 2020, the Company began classifying revenue from certain new and extended custom agreements for services that utilize its syndicated data set, previously classified under Analytics and Optimization, as Ratings and Planning. The impact was not material to either solution group. Contract Balances The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers: As of December 31, (In thousands) 2021 2020 Accounts receivable, net $ 72,059 $ 69,379 Current and non-current contract assets 4,875 4,037 Current contract liabilities 54,011 58,529 Current customer advances 11,613 12,477 Non-current contract liabilities 1,262 4,156 Current and non-current contract assets as of December 31, 2021 increased from the prior year due primarily to up-front recognition of revenue pertaining to license fees in connection with a multi-year agreement that will be billed over the contract term. Non-current contract liabilities as of December 31, 2021 decreased from the prior year as revenue was recognized on a multi-year contract that had a large upfront payment received in 2020. Significant changes in the current contract liabilities balances are as follows: Years Ended December 31, (In thousands) 2021 2020 Revenue recognized that was included in the opening contract liabilities balance $ ( 52,232 ) $ ( 53,226 ) Cash received or amounts billed in advance and not recognized as revenue 48,864 50,836 Current contract liabilities as of December 31, 2021 included $ 2.5 million in contract balances recognized as part of the closing of the acquisition described in Footnote 3 , Business Combination . Remaining Performance Obligations As of December 31, 2021, approximately $ 210 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) under long-term contracts. The Company expects to recognize revenue on approximately 50 % of these remaining performance obligations in 2022, and approximately 25 % in 2023, with the remainder recognized thereafter. 66 Table of Conte nt s 5. Convertible Redeemable Preferred Stock and Stockholders' Equity 2021 Issuance of Preferred Stock On March 10, 2021 (the "Closing Date"), the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements"). The issuance of securities pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. At the closing of the Transactions, the Company issued and sold (a) to Charter, 27,509,203 shares of 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. The shares were issued at a par value of $ 0.001 . Net proceeds from the Transactions totaled $ 187.9 million after deducting issuance costs. The Transactions and related agreements include the following rights: Registration Rights On the Closing Date, the Company entered into a Registration Rights Agreement (the "RRA") with the holders of the Preferred Stock (together with any other party that may become a party to the RRA), pursuant to which, among other things, and on the terms and subject to certain limitations set forth therein, the Company was obligated to file a registration statement registering the sale or distribution of shares of Preferred Stock or Common Stock held by any holder, including any shares of Common Stock acquired by any holder pursuant to the conversion of the Preferred Stock, and any other securities issued or issuable with respect to any such shares of Common Stock or Preferred Stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise (the "Registrable Securities"). In addition, pursuant to the RRA, the holders have the right to require the Company, subject to certain limitations, to effect a sale of any or all of their Registrable Securities by means of an underwritten offering or an underwritten block trade or bought deal. On August 30, 2021, the Company filed a registration statement on Form S-3 with respect to the Registrable Securities. The registration statement on Form S-3 became effective on September 21, 2021. Conversion Provisions The Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock. The conversion rate is calculated as the product of (i) the conversion factor and (ii) the quotient of (A) the sum of the initial purchase price and accrued dividends with respect to each share of Preferred Stock divided by (B) the initial purchase price. The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. As of December 31, 2021, each share of Preferred Stock was convertible into 1.038542 shares of Common Stock. At any time after the fifth anniversary of the Closing Date, the Company may elect to convert all of the outstanding shares of Preferred Stock into shares of Common Stock if (i) the closing sale price of the Company's Common Stock is greater than 140 % of the conversion price as of such time, as may be adjusted pursuant to the Certificate of Designations, for certain periods, and (ii) the pro rata share of an aggregate of $ 100.0 million in dividends has been paid with respect to each share of Preferred Stock that was outstanding on the Closing Date and remains outstanding. As of December 31, 2021, no shares of Preferred Stock have been converted into Common Stock. Voting Rights The holders of the Preferred Stock are entitled to vote as a single class with the holders of the Common Stock, with a vote equal to the number of shares of Common Stock into which the Preferred Stock could be converted, except that the conversion rate for this purpose will be equal to the product of the applicable conversion factor and 0.98091271 . Each holder of Preferred Stock is subject to a voting threshold, which limits such holder's voting rights in the event that the holder's Preferred Stock represents voting rights that exceed 16.66 % of the Company's Common Stock (including the Preferred Stock on an as-converted basis). Dividend Rights 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 (on June 30 of each year) and subject to increase under certain specified circumstances. The annual dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared. In the event the annual dividends are not paid in cash on the annual payment date, the dividends otherwise payable on such date shall continue to accrue and cumulate at a rate of 9.5 % per annum, until such failure is cured. In addition, after January 1, 2022, the holders of Preferred Stock are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on the Closing Date (the "Stockholders Agreement"). As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend. 67 Table of Conte nt s On June 30, 2021, in accordance with the Certificate of Designations of the Preferred Stock, the Company paid cash dividends totaling $ 4.8 million to the holders of the Preferred Stock, representing dividends accrued for the period from the Closing Date through June 29, 2021. The next scheduled dividend payment date for the Preferred Stock is June 30, 2022. For the year ended December 31, 2021, dividends to holders of the Preferred Stock, including those both paid and accrued, totaled $ 12.6 million. Anti-Dilution Adjustments The Preferred Stock is subject to anti-dilution adjustment upon the occurrence of certain events, including issuance of certain dividends or distributions to holders of Common Stock, split or combination of Common Stock, reclassification of Common Stock into a greater or lesser number of shares, or certain repurchases of Common Stock, subject to limitations set forth in the Certificate of Designations. Liquidation Preference and Change of Control Provisions The Preferred Stock ranks senior to the Common Stock with respect to dividend rights and rights on the distribution of assets in the event of a liquidation, dissolution or winding up of the affairs of the Company, and ranks junior to secured and unsecured indebtedness. The Preferred Stock has a liquidation preference equal to the higher of (i) the initial purchase price, increased by accrued dividends per share, and (ii) the amount per share of Preferred Stock that a holder would have received if such holder, immediately prior to such liquidation, dissolution or winding up of the affairs of the Company, converted such share into Common Stock. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares at a purchase price equal to the initial purchase price, increased by accrued dividends. The change of control put option was determined to be a derivative liability under ASC 815, Derivatives and Hedging . As of December 31, 2021, the probability of a change of control was determined to be remote, and the fair value of the change of control derivative was determined to be negligible. To the extent the holders of the Preferred Stock do not exercise the put option in a covered change of control, the Company has the right to redeem the remaining Preferred Stock at a redemption price equal to the initial purchase price, increased by accrued dividends. As described above, the Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Consolidated Balance Sheets. 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI Investments, Inc. ("CVI"), pursuant to which CVI agreed to purchase (i) 2,728,513 shares of Common Stock (the "Initial Shares"), at a price of $ 7.33 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $ 20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired during 2020. The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 2,728,513 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares issuable under the Series A Warrants was increased by 2,728,513 . The Series A Warrants are exercisable by the holders for a period of five years from the CVI Closing Date and are currently exercisable into 5,457,026 shares of Common Stock, which is equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described above). The exercise price for the Series A Warrants was $ 12.00 upon issuance but was subsequently adjusted, as described below. The Series A Warrants may be exercised for cash or through a net settlement feature under certain circumstances. The exercise price for the Series A Warrants is subject to anti-dilution adjustment in certain circumstances, including upon certain issuances of capital stock. Upon the issuance of the Preferred Stock, the Company adjusted the exercise price of the Series A Warrants from $ 12.00 to $ 2.4719 per share, the closing price of the Transactions. CVI will not have the right to exercise any warrant that would result in CVI beneficially owning more than 4.99 % of the outstanding Common Stock after giving effect to such exercise. CVI has the right, in its discretion, to raise this threshold up to 9.99 % with 60 days' notice to the Company. In addition, if and to the extent the exercise of any warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other warrants, result in the issuance of 20.0 % or more of the outstanding Common Stock of the Company on the CVI Closing Date (the "Exchange Cap"), the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash. The estimated fair value of the warrants as of December 31, 2021 was $ 10.5 million. Refer to Footnote 7 , Fair Value Measurements , for further information. 2013 Stock Option/Issuance Plan On December 16, 2021, the Company assumed certain equity awards outstanding under the Shareablee, Inc. 2013 Stock Option/Stock Issuance Plan (the "2013 Plan") in connection with the acquisition of Shareablee described in Footnote 3 , Business Combination . Under the 2013 Plan, as amended and restated, the Company may grant to certain eligible participants option rights and restricted stock units up to 4,500,000 shares of Shareablee common stock. These shares are converted into shares of the Company's Common Stock at a conversion rate of one Shareablee share to 0.330437 shares of the Company. The aggregate number of shares of Common Stock available will be reduced by one share of Common Stock for every one share of Common Stock subject to an award granted under the 2013 Plan. If any award granted under the 2013 68 Table of Conte nt s Plan (in whole or in part) is cancelled or forfeited, expires, is unvested and repurchased in cash, or otherwise unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, or repurchase in cash, again be available at a rate of one share of Common Stock for every one share of Common Stock subject to such award. The Company registered the securities issuable under the 2013 Plan with the SEC on December 23, 2021. The maximum number of shares of the Company's Common Stock available for future issuance under the 2013 Plan as of December 31, 2021 (excluding outstanding awards) is 167,750 . 2018 Equity and Incentive Compensation Plan The Company's stockholders approved the 2018 Equity and Incentive Compensation Plan (the "2018 Plan") at the Company's 2018 Annual Meeting and approved an amendment and restatement of the 2018 Plan at the Company's 2020 Annual Meeting. Under the 2018 Plan, as amended and restated, the Company may grant option rights, appreciation rights, restricted stock awards, restricted stock units, performance shares and performance units up to 20,250,000 shares of Common Stock. The aggregate number of shares of Common Stock available will be reduced by: (i) one share of Common Stock for every one share of Common Stock subject to an award of option rights or appreciation rights granted under the 2018 Plan and (ii) two shares of Common Stock for every one share of Common Stock subject to an award other than option rights or appreciation rights granted under the 2018 Plan. If any award granted under the 2018 Plan (in whole or in part) is canceled or forfeited, expires, is settled in cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available at a rate of one share of Common Stock for every one share of Common Stock subject to awards of option rights or appreciation rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of option rights or appreciation rights. The Company registered the securities under the 2018 Plan with the SEC effective June 1, 2018. The maximum number of shares available for future issuance under the 2018 Plan as of December 31, 2021 (excluding outstanding awards) is 3,063,191 . Stock Options The Company's Compensation Committee approved and awarded 50,000 and 925,000 options for the years ended December 31, 2020 and 2019, respectively, under the 2018 Plan to employees and consultants. No options were approved and awarded for the year ended December 31, 2021 under the 2018 Plan. On December 16, 2021, the Company assumed all outstanding stock options to purchase shares of Shareablee common stock as part of the Merger. Each assumed Shareablee stock option was converted into 0.330437 stock options of the Company, rounded up to the nearest whole option, resulting in 1,006,383 stock options of the Company. The as-converted exercise price per share for assumed Shareablee stock options is equal to the original exercise price per share of the Shareablee options divided by 0.330437 , with such quotient rounded up to the nearest whole cent. Each assumed Shareablee stock option is otherwise subject to the same terms and conditions (including vesting and exercisability) as were applicable under the respective Shareablee stock option immediately prior to the Merger. The fair values of options at the date of grant, or when assumed by the Company, were estimated using the Black-Scholes option pricing model utilizing the following assumptions: Years Ended December 31, 2021 2020 2019 Dividend yield (1) 0.0 % 0.0 % 0.0 % Expected volatility (2) 33.2 % - 72.4 % 57.0 % 44.5 % - 52.9 % Risk-free interest rate (3) 0.1 % - 1.4 % 1.0 % 1.3 % - 2.7 % Expected life of options (in years) (4) 0.25 - 9.81 6.00 5.21 - 10.00 (1) The Company has never declared or paid a cash dividend on its Common Stock and has no plans to pay cash dividends on Common Stock in the foreseeable future. (2) Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company considered the historical volatility of its stock price over a term similar to the expected life of the options in determining expected volatility. (3) The Company used rates on the grant date of zero-coupon government bonds with maturities over periods covering the term of the awards, converted to continuously compounded forward rates. (4) This is the period of time that the options granted are expected to remain outstanding. Options under the Company's plans generally have a contractual term of 10 years and generally must be exercised within 30 to 90 days following termination of service. 69 Table of Conte nt s A summary of options granted, exercised, forfeited and expired during the years ended December 31, 2021, 2020 and 2019 is included below: Number of Shares Weighted-Average Exercise Price Options outstanding as of December 31, 2018 1,045,913 $ 17.89 Options granted 925,000 5.64 Options exercised ( 68,259 ) 17.44 Options forfeited ( 363,687 ) 15.15 Options outstanding as of December 31, 2019 1,538,967 $ 11.27 Options granted 50,000 3.67 Options exercised ( 75,000 ) 1.89 Options forfeited ( 60,000 ) 5.38 Options expired ( 456,775 ) 15.92 Options outstanding as of December 31, 2020 997,192 $ 9.82 Options assumed (1) 988,869 1.17 Options expired ( 203,006 ) 14.83 Options outstanding as of December 31, 2021 1,783,055 $ 4.45 Options exercisable as of December 31, 2021 778,790 $ 7.29 (1) Excludes 17,514 stock options which will be settled in cash in lieu of the issuance of Common Stock of the Company. The following table summarizes information about options outstanding, and exercisable, as of December 31, 2021: Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options Exercisable Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) $ 0.57 - $ 1.45 981,267 $ 1.14 7.01 226,272 $ 1.31 6.07 $ 3.21 - $ 5.38 457,602 3.75 7.94 283,332 3.75 7.90 $ 10.35 - $ 17.55 324,761 14.11 3.57 249,761 15.23 2.42 $ 20.11 13,368 20.11 1.62 13,368 20.11 1.62 $ 40.80 6,057 40.80 2.62 6,057 40.80 2.62 1,783,055 $ 4.45 6.57 778,790 $ 7.29 5.46 The intrinsic value of exercised stock options is calculated based on the difference between the exercise price and the quoted market price of the Company's Common Stock as of the close of the exercise date. The aggregate intrinsic value for options exercised was zero , $ 0.1 million and $ 0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The aggregate intrinsic value for all options exercisable was $ 0.5 million, zero and $ 0.2 million under the Company's stock plans as of December 31, 2021, 2020 and 2019, respectively. The aggregate intrinsic value for all options outstanding was $ 2.2 million, zero and $ 0.9 million under the Company's stock plans as of December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the total unrecognized compensation expense related to outstanding, but not yet exercisable, options is $ 1.2 million, which the Company expects to recognize over a weighted-average vesting period of approximately 2.1 years. Stock Awards The Company's outstanding stock awards are comprised of RSUs, including time-based, performance-based and market-based RSUs. During 2021, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 2,464,694 time-based RSUs (of which 1,413,290 RSUs related to the settlement of an accrued 2020 annual incentive plan liability and vested immediately) and 2,127,920 performance-based RSUs under the 2018 Plan to employees and directors of the Company. The performance-based RSUs pertained to awards approved by our Board of Directors as part of the Transactions on January 7, 2021, which awards included the closing of the Transactions as an implied performance condition. Of these performance-based RSUs, 772,686 vested immediately upon the closing of the Transactions. The remaining performance-based RSUs generally vest after one to three years contingent on continued service. On December 16, 2021, the Company assumed all outstanding RSUs representing the right to receive shares of Shareablee common stock as part of the Merger. Each assumed Shareablee RSU was converted into 0.330437 RSUs of the Company, resulting in 55,702 RSUs of the Company. Each assumed Shareablee RSU is otherwise subject to the same terms and conditions (including as to vesting and issuance) as were applicable under the respective Shareablee RSU immediately prior to the Merger. During 2020, the Company's Compensation Committee approved and awarded 634,570 time-based RSUs (of which 610,590 RSUs related to the settlement of an accrued 2019 annual incentive plan liability and vested immediately). 70 Table of Conte nt s During 2019, the Company's Compensation Committee approved and awarded 1,603,866 time-based RSUs (of which 206,108 RSUs related to the settlement of an accrued 2018 annual incentive plan liability) and 975,000 market-based RSUs, which were valued using a Monte Carlo simulation analysis, to employees, directors and consultants of the Company. Of the time-based RSUs, 581,491 vested immediately upon grant. The remaining time-based RSUs generally vest after one to three years contingent on continued service. Market-based awards generally vest over up to ten years based on the achievement of certain stock-price hurdles. A summary of the stock awards granted, vested and forfeited during the years ended December 31, 2021, 2020 and 2019 is presented as follows. RSU awards with undelivered shares are classified as unvested until the date of delivery of the shares. Unvested Stock Awards Restricted Stock Units Weighted Average Grant-Date Fair Value Unvested as of December 31, 2018 1,466,135 $ 22.62 Granted 2,578,866 7.56 Vested ( 854,998 ) 23.96 Forfeited ( 529,767 ) 18.47 Unvested as of December 31, 2019 2,660,236 $ 8.42 Granted 634,570 3.66 Vested ( 1,363,152 ) 7.22 Forfeited ( 106,417 ) 20.02 Unvested as of December 31, 2020 1,825,237 $ 6.99 Granted 4,592,614 3.13 Assumed 55,702 3.14 Vested ( 2,362,963 ) 4.68 Forfeited ( 80,347 ) 13.53 Unvested as of December 31, 2021 4,030,243 $ 3.76 The aggregate intrinsic value for all unvested RSUs outstanding was $ 13.5 million, $ 4.5 million, and $ 12.1 million as of December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, total unrecognized compensation expense related to unvested RSUs was $ 5.4 million, which the Company expects to recognize over a weighted-average vesting period of approximately 3.4 years. 6. Debt Senior Secured Convertible Notes and Financing Derivatives During 2018, the Company entered into certain agreements with funds affiliated with or managed by Starboard Value LP (collectively, "Starboard"), pursuant to which the Company issued and sold to Starboard a total of $ 204.0 million in Notes, which initially accrued interest at 6.0 %, as well as warrants to purchase shares of the Company's Common Stock, par value $ 0.001 per share, in exchange for $ 100.0 million in cash and 4,000,000 shares of Common Stock. The warrants were exercised in full by Starboard on April 3, 2019 for 323,448 shares of Common Stock. The Notes contained, among other features, an interest rate reset feature which the Company determined represented an embedded derivative that must be bifurcated and accounted for separately from the Notes. This feature reset the interest rate on the Notes based on the trading price of the Company's Common Stock. In January 2019, the interest rate reset to 12.0 % where it was scheduled to remain through the contractual maturity of the Notes on January 16, 2022. Interest on the Notes was payable on a quarterly basis in arrears, at the option of the Company, in cash, or, subject to certain conditions, through the issuance by the Company of additional shares of Common Stock ("PIK Interest Shares"). On January 25, 2021, the Company paid quarterly accrued interest of $ 6.1 million through the issuance of 2,802,454 PIK Interest Shares. The interest paid was classified within other non-current liabilities in the Consolidated Balance Sheets as of December 31, 2020. In connection with the Transactions described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , the Company used cash proceeds of $ 204.0 million from the issuance of shares of its Preferred Stock to extinguish the Notes and related financing derivatives on March 10, 2021. The Company also issued 3,150,000 additional shares to Starboard (the "Conversion Shares"), as additional creditor consideration, which were valued at $ 9.6 million based on the $ 3.05 closing price of the Company's Common Stock on March 9, 2021. Lastly, the Company paid interest accrued of $ 4.7 million for the period from January 1, 2021 to March 10, 2021 through the issuance of 1,363,327 PIK Interest Shares. The Company adjusted the interest rate reset feature to its fair value on March 10, 2021 immediately prior to extinguishment. The fair value of the interest reset derivative was estimated to be $ 9.5 million using a discounted cash flow method based on projected incremental cash flows 71 Table of Conte nt s through contractual maturity of the Notes and a credit-adjusted discount rate of 20.0 %. The fair value of other financing derivatives embedded within the Notes was determined to be negligible. The Company recorded a loss on extinguishment of the Notes of $ 9.3 million for the three months ended March 31, 2021. The loss was comprised of a write-off of unamortized deferred financing costs and issuance discount of $ 9.2 million and issuance of Conversion Shares of $ 9.6 million, offset by the derecognition of the interest rate reset derivative liability valued at $ 9.5 million. Secured Term Note On December 31, 2019, the Company's 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 was scheduled to mature on December 31, 2021, was cash collateralized, and had an annual interest rate of 9.75 % that was payable monthly in arrears. The Secured Term Note included a redemption feature which, upon the occurrence of certain fundamental transactions, would require the Company to redeem the Secured Term Note in full, plus accrued interest, and remit a prepayment premium equal to the remaining contractual interest cash flows (the "interest make-whole redemption"). The Company determined this feature represented an embedded derivative that must be bifurcated and accounted for separately from the Secured Term Note. In connection with the Transactions described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , the Company used restricted cash from its balance sheet to extinguish the Secured Term Note and interest make-whole redemption on March 10, 2021, of which $ 13.0 million and $ 1.0 million were for principal repayments and settlement of the interest make-whole redemption, respectively. The Company recorded a loss on extinguishment of the Secured Term Note of $ 0.3 million for the three months ended March 31, 2021. The loss was due to the write-off of unamortized deferred financing costs. Changes in the fair value of the interest make-whole redemption were recorded to other (expense) income, net and settlement did not impact loss on debt extinguishment. Revolving Credit Agreement On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Revolving Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent (in such capacity, the "Agent"), and the lenders from time-to-time party thereto. The Revolving Credit Agreement has a maturity of three years from the closing date of the agreement. As of December 31, 2021, the Revolving Credit Agreement provided a borrowing capacity equal to $ 25.0 million. The Company 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 the Company is able to borrow is subject to compliance with the financial covenants, satisfaction of various conditions precedent to borrowing and other provisions of the Revolving Credit Agreement. During the year ended December 31, 2021, borrowings under the Revolving Credit Agreement were made at the Eurodollar Rate and bore interest at a rate per annum equal to the Eurodollar Rate (as defined in the Revolving Credit Agreement) plus an applicable rate equal to 2.25 %. The Revolving Credit Agreement also provides for an unused commitment fee equal to 0.25 % of the unused commitments at such time. To the extent that a payment default exists and is continuing, at the election of the Required Lenders (as defined in the Revolving Credit Agreement), all amounts outstanding under the Revolving Credit Agreement will bear interest at 2.00 % per annum above the rate and margin otherwise applicable thereto. The Company is able to repay any amounts borrowed prior to the maturity date without any premium or penalty other than customary breakage costs. The Revolving Credit Agreement is guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Revolving Credit Agreement)) and is secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions. As of December 31, 2021, the Revolving Credit Agreement contained the following financial covenants, including the maintenance of certain financial ratios: • a minimum Consolidated EBITDA (as defined in the Revolving Credit Agreement) of not less than $ 20.0 million for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending before June 30, 2022; and • a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.25 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or after June 30, 2022. Additionally, the Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness, incur additional liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates. The Revolving Credit Agreement is also subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the Agent or the Required Lenders may accelerate any amounts outstanding and terminate lender commitments. The Company is in compliance with the covenants under the Revolving Credit Agreement as of December 31, 2021. 72 Table of Conte nt s As of December 31, 2021, the Company had outstanding borrowings of $ 16.0 million, and issued and outstanding letters of credit of $ 3.3 million, under the Revolving Credit Agreement, with remaining borrowing capacity of $ 5.7 million as of December 31, 2021. On February 25, 2022, the Company amended the Revolving Credit Agreement to expand its aggregate borrowing capacity to $ 40.0 million, which increased the Company's remaining borrowing capacity to $ 20.7 million, and to revise the financial covenants described above. See Footnote 15 , Subsequent Events for further discussion of this amendment. Failed Sale-Leaseback Transaction In June 2019, the Company entered into a sale-leaseback arrangement with a vendor to provide $ 4.3 million in cash proceeds for previously acquired computer and other equipment. The arrangement is repayable over a 24-month term for total consideration of $ 4.8 million, with control of the equipment transferring to the vendor at the end of the leaseback term. The leaseback would have been classified as a financing lease. The transaction was deemed a failed sale-leaseback and was accounted for as a financing arrangement. Repayments were allocated between interest expense and a reduction of the financing liability, and the assets continued to depreciate over their useful lives. In June 2021, the Company extended the sale-leaseback arrangement for an additional 24-month term. The leaseback extension continued to meet the criteria to be accounted for as a financing arrangement. The present value of cash flows after the extension differed by more than 10% from the present value of the remaining cash flows immediately prior to the extension. Therefore, the Company concluded the extension should be accounted for as an extinguishment of the existing financing liability. The fair value of the new financing liability as of June 30, 2021 was $ 0.9 million, which was estimated using an income approach and a discount rate of 7.5 %. The financing liability is included within other current and other non-current liabilities on the Consolidated Balance Sheet as of December 31, 2021, with $ 0.4 million classified as current and $ 0.3 million classified as non-current. Remaining future cash payments related to the financing liability under the failed sale-leaseback transaction total $ 0.7 million as of December 31, 2021, and are scheduled to be paid in monthly installments through June 2023. 7. Fair Value Measurements The Company's financial instruments measured at fair value in its Consolidated Balance Sheets on a recurring basis consist of the following: As of As of December 31, 2021 December 31, 2020 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 2,429 $ — $ — $ 2,429 $ 11,928 $ — $ — $ 11,928 Liabilities (2) Warrants liability (3) $ — $ — $ 10,520 $ 10,520 $ — $ — $ 2,831 $ 2,831 Contingent consideration liability (4) — — 5,600 5,600 — — — — Financing derivatives (5) — — — — — — 11,300 11,300 Interest make-whole derivative (6) — — — — — — 871 871 Total $ — $ — $ 16,120 $ 16,120 $ — $ — $ 15,002 $ 15,002 (1) Level 1 cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $ 1.00 per share by investing in liquid, high quality U.S. Dollar-denominated money market instruments with maturities less than three months. (2) The fair values of these liabilities are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as Level 3 fair value measurements. (3) Warrants liability includes only the Series A warrants as of December 31, 2021 and 2020. (4) The contingent consideration was recognized as part of the acquisition described in Footnote 3 , Business Combination . The current and non-current portions of the contingent consideration are $ 1.0 million and $ 4.6 million, respectively, and are classified within other current and non-current liabilities in the Consolidated Balance Sheets. (5) Financing derivatives include only the interest rate reset derivative as of December 31, 2020. The fair value of the make-whole change of control derivative was estimated to be negligible as of December 31, 2020. Extinguishment of the Notes on March 10, 2021 resulted in derecognition of the interest rate reset and make-whole change of control derivatives. (6) The interest make-whole derivative is classified within other current liabilities in the Consolidated Balance Sheets. Extinguishment of the Secured Term Note on March 10, 2021 resulted in settlement of the interest make-whole derivative liability. The Company did not have any transfers between fair value measurement levels during the periods presented. There were no changes to the Company's valuation techniques during the years ended December 31, 2021 or 2020, respectively. 73 Table of Conte nt s The following tables present the changes in the Company's recurring Level 3 fair value measurements for the warrants liability, contingent consideration, financing derivatives and interest make-whole derivative for the years ended December 31, 2021 and 2020: (In thousands) Warrants Liability Contingent Consideration Liability Financing Derivatives Interest Make-whole Derivative Balance as of December 31, 2019 $ 7,725 $ — $ 21,587 $ — Total (gain) loss included in other (expense) income, net (1) (2) ( 4,894 ) — ( 10,287 ) 871 Balance as of December 31, 2020 2,831 — 11,300 871 Total loss (gain) included in other (expense) income, net (2) 7,689 — ( 1,800 ) 150 Settlement or derecognition upon extinguishment of host debt — — ( 9,500 ) ( 1,021 ) Initial recognition and measurement — 5,600 — — Balance as of December 31, 2021 $ 10,520 $ 5,600 $ — $ — (1) Represents $ 7.5 million gain due to change in fair value of interest rate reset derivative liability, $ 1.6 million gain due to change in fair value of the make-whole change of control redemption derivative liability and $ 1.2 million gain due to change in fair value of the qualifying change of control redemption derivative liability. Represents $ 4.7 million gain due to change in fair value of the Series A Warrants and $ 0.2 million gain due to change in fair value of the Series B-2 Warrants. (2) All losses and gains were recorded in other (expense) income, net in the Consolidated Statements of Operations and Comprehensive Loss. The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of December 31, 2021 and 2020 that are measured at fair value on a recurring basis. Fair value measurements Valuation Technique Significant Inputs December 31, 2021 December 31, 2020 Warrants liability Option pricing Stock price $ 3.34 $ 2.49 Exercise price $ 2.47 $ 12.00 Volatility 85.0 % 80.0 % Term 2.49 years 3.49 years Risk-free rate 0.9 % 0.2 % Contingent consideration liability Combination (1) Product credit $ 10.7 million — Revenue volatility 21.0 % — Risk premium 8.4 % — Term 1.04 years — Cost of debt 4.4 % — (1) The selected weightings for the option pricing model and discounted cash flow model outcomes were 70.0 % and 30.0 %, respectively, as of December 31, 2021. Refer to Footnote 2 , Summary of Significant Accounting Policies for further information on the valuation technique. The primary sensitivities in the valuation of the warrants liability are driven by the price and expected volatility of the Company's Common Stock at the valuation date. The primary sensitivities in the option pricing model are driven by forecasted performance and the selected weighting of the model. The primary sensitivities in the discounted cash flow model are the cost of debt and the selected weighting of the model. 8. Property and Equipment As of December 31, (In thousands) 2021 2020 Computer equipment $ 85,847 $ 96,657 Capitalized internal-use software 55,428 36,489 Leasehold improvements 15,594 15,643 Computer software (including software license arrangements of $ 1,072 in 2021 and $ 1,611 in 2020) 8,864 9,306 Finance leases 8,886 5,541 Office equipment, furniture, and other 5,347 4,130 Total property and equipment 179,966 167,766 Less: accumulated depreciation and amortization (including software license arrangements of $ 1,072 in 2021 and $ 1,428 in 2020) ( 143,515 ) ( 136,793 ) Total property and equipment, net $ 36,451 $ 30,973 For the years ended December 31, 2021, 2020, and 2019, depreciation expense was $ 15.8 million, $ 14.1 million and $ 12.8 million, respectively. In addition, amortization expense from finance leases was $ 2.2 million, $ 1.7 million and $ 2.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. 74 Table of Conte nt s Of the Company's property and equipment, net, 98 % and 97 % was located in the United States as of December 31, 2021 and 2020, respectively. 9. Leases The Company has operating leases for real estate and finance leases for computer equipment and automobiles. These leases have remaining lease terms of one year to six years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year . As of December 31, 2021, the weighted average remaining lease term for the Company's finance leases and operating leases was 2.1 years and 5.1 years, respectively. As of December 31, 2021, the weighted average discount rate for the Company's finance leases and operating leases was 11.4 % and 11.5 %, respectively. The components of lease cost were as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Finance lease cost Amortization of right-of-use assets $ 2,188 $ 1,652 $ 2,413 Interest on lease liabilities 440 501 518 Total finance lease cost $ 2,628 $ 2,153 $ 2,931 Operating lease cost Fixed lease cost $ 11,212 $ 12,057 $ 12,556 Short-term lease cost 336 824 830 Variable lease cost 1,622 1,926 1,986 Sublease income ( 2,530 ) ( 2,579 ) ( 1,857 ) Total operating lease cost $ 10,640 $ 12,228 $ 13,515 Lease costs, net of sublease income, are reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Amortization of right-of-use assets Cost of revenues $ 1,617 $ 1,212 $ 1,771 Selling and marketing 243 176 258 Research and development 200 175 253 General and administrative 128 89 131 Total amortization of right-of-use assets $ 2,188 $ 1,652 $ 2,413 Operating lease cost Cost of revenues $ 3,126 $ 3,532 $ 3,885 Selling and marketing 3,461 4,009 4,192 Research and development 2,367 2,609 2,595 General and administrative 1,686 2,078 2,843 Total operating lease cost $ 10,640 $ 12,228 $ 13,515 Maturities of operating and finance lease liabilities as of December 31, 2021 were as follows: (In thousands) Operating Leases Finance Leases 2022 $ 11,776 $ 2,539 2023 11,024 1,355 2024 10,059 926 2025 9,570 — 2026 9,656 — Thereafter 5,628 — Total lease payments 57,713 4,820 Less: imputed interest ( 14,120 ) ( 481 ) Total lease liabilities 43,593 4,339 Less: current lease liabilities ( 7,538 ) ( 2,307 ) Total non-current lease liabilities $ 36,055 $ 2,032 75 Table of Conte nt s As of December 31, 2021, the Company subleases six real estate properties. Two subleases have a non-cancelable term of less than one year. The remaining four subleases are non-cancelable and have remaining lease terms of two years to six years . None of these subleases contain any options to renew or terminate the sublease agreement. Future expected cash receipts from these subleases as of December 31, 2021 were as follows: (In thousands) Sublease Receipts 2022 $ 2,469 2023 1,521 2024 1,079 2025 808 2026 825 Thereafter 487 Total expected sublease receipts $ 7,189 10. Goodwill and Intangible Assets In 2019, the Company concluded it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the sustained decline in the Company's stock price and market capitalization, changes in management, and lower revenue, among other factors. Accordingly, the Company performed a quantitative goodwill impairment test as of June 30, 2019, relying in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis. The fair value of the reporting unit was determined using a combination of the discounted cash flow model and market value approach. The Company's reporting unit failed the goodwill impairment test; and as a result, the Company recorded a $ 224.3 million impairment charge. The change in the carrying value of goodwill is as follows: (In thousands) Balance as of December 31, 2019 $ 416,418 Translation adjustments 1,909 Balance as of December 31, 2020 $ 418,327 Goodwill recognized from acquisition 19,202 Translation adjustments ( 1,818 ) Balance as of December 31, 2021 $ 435,711 Goodwill 659,983 Accumulated impairment ( 224,272 ) Total $ 435,711 The Company also recorded a $ 17.3 million impairment charge related to its strategic alliance intangible asset during 2019. Changes in the Company's projected revenue in certain non-U.S. geographic markets due to the changing international competitive landscape as well as significant reductions in international staffing, resulted in a change in the Company's long-term view of the viability of the intangible asset. As such, the Company's assessment yielded that the benefit of the strategic alliance would not be realized. The fair value of the strategic alliance intangible asset was estimated using an income approach resulting in an impairment charge for the full carrying value of the long-lived asset of $ 17.3 million. The carrying values of the Company's definite-lived intangible assets are as follows: As of As of December 31, 2021 December 31, 2020 (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired methodologies and technology $ 154,436 $ ( 126,743 ) $ 27,693 $ 148,403 $ ( 106,771 ) $ 41,632 Customer relationships 46,680 ( 35,586 ) 11,094 40,168 ( 31,170 ) 8,998 Intellectual property 14,377 ( 13,219 ) 1,158 14,379 ( 12,787 ) 1,592 Acquired software 9,287 ( 9,287 ) — 9,287 ( 9,286 ) 1 Panel 3,134 ( 3,134 ) — 3,139 ( 3,139 ) — Trade names 753 ( 753 ) — 773 ( 757 ) 16 Other 600 ( 600 ) — 600 ( 499 ) 101 Total intangible assets $ 229,267 $ ( 189,322 ) $ 39,945 $ 216,749 $ ( 164,409 ) $ 52,340 76 Table of Conte nt s Amortization expense related to intangible assets was $ 25.0 million, $ 27.2 million, and $ 30.1 million for the years ended December 31, 2021, 2020, and 2019, respectively. Of the Company's definite-lived intangible assets, net, substantially all were generated by or located in the United States as of December 31, 2021 and 2020, respectively. The weighted-average remaining amortization period by major asset class as of December 31, 2021 is as follows: (In years) Acquired methodologies and technology 1.9 Customer relationships 3.4 Intellectual property 2.7 The estimated future amortization of intangible assets is as follows: (In thousands) 2022 $ 27,096 2023 4,974 2024 2,818 2025 2,529 2026 2,528 Total $ 39,945 11. Accrued Expenses As of December 31, (In thousands) 2021 2020 Accrued data costs $ 18,116 $ 19,375 Payroll and payroll-related 16,272 14,653 Professional fees 2,978 4,848 Other 7,898 9,504 Total accrued expenses $ 45,264 $ 48,380 12. Commitments and Contingencies Contingencies The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees are expensed as incurred. The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period. Privacy Class Action Litigation On September 11, 2017, the Company and a wholly owned subsidiary, Full Circle Studies, Inc. ("Full Circle"), received demand letters on behalf of named plaintiffs and all others similarly situated alleging that the Company and Full Circle collected personal information from users under the age of 13 without verifiable parental consent in violation of Massachusetts law and the federal Children's Online Privacy Protection Act. The letters alleged that the Company and Full Circle collected such personal information by embedding advertising software development kits in applications created or developed by The Walt Disney Company. The letters sought monetary damages, attorneys' fees and damages under Massachusetts law. On June 4, 2018, the plaintiffs filed amended complaints with the U.S. District Court for the Northern District of California adding the Company and Full Circle as defendants in a purported class action (captioned Rushing, et al v. The Walt Disney Company, et al., Case No. 3:17-cv-04419-JD) against Disney, Twitter and other defendants, alleging violations of California's constitutional right to privacy and intrusion upon seclusion law, New York's deceptive trade practices statute, and Massachusetts' deceptive trade practices and right to privacy statutes. The complaints alleged damages in excess of $ 5.0 million, with any award to be apportioned among the defendants. On February 26, 2020, the Company and Full Circle reached an agreement with the plaintiffs to settle the complaints in full, with no admission of liability, in return for injunctive relief and payment of the plaintiffs' attorneys' fees, to be covered by the Company's insurance. The settlement received preliminary court approval on September 24, 2020. The settlement received final court approval on April 12, 2021. 77 Table of Conte nt s Other Matters In addition to the matters described above, the Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors. Indemnification The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its officers and directors, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification. Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations. 13. Income Taxes The components of loss before income tax provision (benefit) are as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Domestic $ ( 53,202 ) $ ( 44,010 ) $ ( 316,479 ) Foreign 4,024 ( 3,006 ) ( 23,524 ) Total $ ( 49,178 ) $ ( 47,016 ) $ ( 340,003 ) Income tax provision (benefit) is as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Current : Federal $ — $ — $ — State 405 45 ( 42 ) Foreign 2,173 847 2,762 Total $ 2,578 $ 892 $ 2,720 Deferred : Federal $ ( 1,538 ) $ 101 $ ( 1,189 ) State 198 238 ( 3,992 ) Foreign ( 379 ) ( 329 ) 1,454 Total $ ( 1,719 ) $ 10 $ ( 3,727 ) Income tax provision (benefit) $ 859 $ 902 $ ( 1,007 ) 78 Table of Conte nt s A reconciliation of the statutory U.S. income tax rate to the effective income tax rate is as follows: Years Ended December 31, 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes ( 1.5 ) % ( 0.5 ) % 1.1 % Other nondeductible items ( 3.6 ) % — % ( 0.7 ) % Nondeductible interest and derivatives ( 5.9 ) % ( 9.7 ) % ( 1.5 ) % Foreign rate differences ( 1.2 ) % ( 1.8 ) % ( 1.8 ) % Change in valuation allowance ( 16.1 ) % 5.9 % ( 5.3 ) % Stock compensation ( 3.8 ) % ( 5.5 ) % ( 1.2 ) % Executive compensation ( 0.7 ) % ( 0.1 ) % ( 0.1 ) % Goodwill impairment — % — % ( 10.7 ) % US tax impact of restructuring 10.3 % ( 14.4 ) % — % Other adjustments ( 0.2 ) % 1.1 % ( 0.5 ) % Uncertain tax positions — % 2.1 % — % Effective tax rate ( 1.7 ) % ( 1.9 ) % 0.3 % Income Tax (Provision) Benefit The Company recognized income tax expense of $ 0.9 million during the year ended December 31, 2021, which is primarily comprised of current tax expense of $ 2.2 million related to foreign taxes and a federal deferred tax benefit of $ 1.5 million related to temporary differences between the tax treatment and GAAP accounting treatment for certain items. Included in total tax expense 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, and nondeductible interest expense on debt instruments and associated derivatives. 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. Income tax expense of $ 16.3 million has also been included for an increase in the valuation allowance recorded against the Company's deferred tax assets to offset the tax benefit of the Company's operating losses in the U.S. and certain foreign jurisdictions. This increase was offset by an income tax benefit of $ 2.8 million related to the release of the portion of the Company's valuation allowance as a result of the Shareablee acquisition. These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S. federal statutory rate, are the primary drivers of the annual effective income tax rate. The Company recognized income tax expense of $ 0.9 million during the year ended December 31, 2020, which is primarily comprised of current tax expense of $ 0.8 million related to foreign taxes. Included in total tax expense are income tax adjustments of $ 8.9 million for permanent differences in the book and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, and nondeductible interest expense on debt instruments and associated derivatives. Also included is an adjustment of $ 11.2 million for a permanent difference related to foreign earnings taxable in the U.S. as a result of a tax restructuring that occurred during the year. These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S. federal statutory rate, are the primary drivers of the annual effective income tax rate. The Company recognized an income tax benefit of $ 1.0 million during the year ended December 31, 2019, which is comprised of current tax expense of $ 2.7 million primarily related to foreign taxes and a deferred tax benefit of $ 3.7 million related to temporary differences between the tax treatment and GAAP accounting treatment for certain items. Included within the total tax benefit is income tax expense of $ 17.3 million related to the increase in valuation allowance recorded against the Company's deferred tax assets to offset the tax benefit of the Company's operating losses in the U.S. and certain foreign jurisdictions. Also included in the total tax benefit are income tax adjustments of $ 58.6 million related to the impairment of goodwill and $ 15.2 million for permanent differences in the book and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, nondeductible interest expense on debt instruments and associated derivatives, and other nondeductible expenses. These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S. federal statutory rate, are the primary drivers of the annual effective income tax rate. 79 Table of Conte nt s Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. The components of net deferred income taxes are as follows: As of December 31, (In thousands) 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 210,235 $ 197,017 Lease liability 15,909 14,517 Deferred revenues 20,001 14,483 Deferred compensation 5,672 6,138 Accrued salaries and benefits 3,120 3,499 Tax credits 2,187 2,187 Tax contingencies 1,160 1,132 Allowance for doubtful accounts 311 776 Capital loss carryforwards 269 263 Other 2,307 2,550 Gross deferred tax assets $ 261,171 $ 242,562 Valuation allowance ( 233,843 ) ( 220,115 ) Net deferred tax assets $ 27,328 $ 22,447 Deferred tax liabilities: Lease asset $ ( 9,517 ) $ ( 8,829 ) Property and equipment ( 7,312 ) ( 5,716 ) Intangible assets ( 4,357 ) ( 3,495 ) Subpart F income recapture ( 1,222 ) ( 1,224 ) Goodwill ( 4,136 ) ( 958 ) Other ( 76 ) ( 111 ) Total deferred tax liabilities $ ( 26,620 ) $ ( 20,333 ) Net deferred tax asset $ 708 $ 2,114 Tax Valuation Allowance As of December 31, 2021, and 2020, the Company had a valuation allowance of $ 233.8 million and $ 220.1 million, respectively, against certain deferred tax assets. The valuation allowance relates to the deferred tax assets of the Company's U.S. entities, including federal and state tax attributes and timing differences, as well as the deferred tax assets of certain foreign subsidiaries. The increase in the valuation allowance during 2021 is primarily related to the pre-tax losses generated in the U.S., offset by the valuation allowance release as a result of the Shareablee acquisition mentioned above. To the extent the Company determines that, based on the weight of available evidence, all or a portion of its valuation allowance is no longer necessary, the Company will recognize an income tax benefit in the period such determination is made for the reversal of the valuation allowance. If management determines that, based on the weight of available evidence, it is more-likely-than-not that all or a portion of the net deferred tax assets will not be realized, the Company may recognize income tax expense in the period such determination is made to increase the valuation allowance. It is possible that such reduction of or addition to the Company's valuation allowance may have a material impact on the Company's results from operations. A summary of the deferred tax asset valuation allowance is as follows: As of December 31, (In thousands) 2021 2020 Beginning Balance $ 220,115 $ 219,607 Additions from continuing operations 13,462 737 Additions from acquisition accounting 275 — Reductions ( 9 ) ( 229 ) Ending Balance $ 233,843 $ 220,115 Net Operating Loss and Credit Carryforwards As of December 31, 2021, the Company had federal and state net operating loss carryforwards for tax purposes of $ 620.0 million and $ 1,403.0 million, respectively. These net operating loss carryforwards will begin to expire in 2023 for federal income tax purposes and 2022 for state income tax purposes. The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward 80 Table of Conte nt s period. As of December 31, 2021, the Company had an aggregate net operating loss carryforward for tax purposes related to its foreign subsidiaries of $ 5.4 million, which will begin to expire in 2024. As of December 31, 2021, the Company had research and development credit carryforwards of $ 3.2 million which begin to expire in 2025. Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company's ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable. A significant portion of the Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company anticipates the Transactions may have triggered further limitations but has not yet reached a final conclusion as to whether an ownership change occurred and to what extent its net operating loss carryforwards are further limited. Additionally, despite the net operating loss carryforwards, the Company may have a future tax liability due to foreign tax or state tax requirements. Foreign Undistributed Earnings As of December 31, 2021, the Company has certain foreign subsidiaries with accumulated undistributed earnings. The TCJA allows for a dividend received deduction resulting in no material U.S. federal income tax upon repatriation of these earnings. The Company intends to indefinitely reinvest these earnings, as well as future earnings from its foreign subsidiaries, to fund its international operations and therefore has not accrued any foreign withholding taxes or state income taxes. Uncertain Tax Positions For uncertain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company has unrecognized tax benefits, which are tax benefits related to uncertain tax positions which have been or will be reflected in income tax filings that have not been recognized in the financial statements due to potential adjustments by taxing authorities in the applicable jurisdictions. The Company's liabilities for unrecognized tax benefits, which include interest and penalties, were $ 0.6 million and $ 0.7 million as of December 31, 2021 and 2020, respectively. The remaining unrecognized tax benefits have reduced deferred tax balances. The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate are $ 2.0 million, $ 2.0 million and $ 2.3 million as of December 31, 2021, 2020 and 2019, respectively, and include the federal tax benefit of state deductions. The Company anticipates a negligible amount of unrecognized tax benefits will reverse during the next year due to the expiration of statutes of limitation. Changes in the Company's unrecognized income tax benefits are as follows: As of December 31, (In thousands) 2021 2020 2019 Beginning balance $ 2,078 $ 2,400 $ 2,560 Increase related to tax positions of prior years — 47 14 Increase related to tax positions of the current year 40 51 53 Decrease related to tax positions of prior years ( 20 ) ( 5 ) ( 84 ) Decrease due to lapse in statutes of limitations ( 46 ) ( 415 ) ( 143 ) Ending balance $ 2,052 $ 2,078 $ 2,400 The Company recognizes interest and penalties related to income tax matters in income tax expense. As of December 31, 2021 and 2020, accrued interest and penalties on unrecognized tax benefits were $ 0.1 million. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. For income tax returns filed by the Company, the Company is generally no longer subject to U.S. federal examinations by tax authorities for years prior to 2018 or state and local tax examinations by tax authorities for years prior to 2017. The Company is no longer subject to examination by tax authorities in the Netherlands for years prior to 2015. However, tax attribute carryforwards may still be adjusted upon examination by tax authorities. 14. Related Party Transactions Transactions with WPP As of December 31, 2021 (based on public filings), WPP owned 11,319,363 shares of the Company's outstanding Common Stock, representing 12.5 % of the outstanding Common Stock. The Company provides WPP, in the normal course of business, services amongst its different products and receives various services from WPP supporting the Company's data collection efforts. 81 Table of Conte nt s The Company's results from transactions with WPP, as reflected in the Consolidated Statements of Operations and Comprehensive Loss, are detailed below: Years Ended December 31, (In thousands) 2021 2020 2019 Revenues $ 13,595 $ 13,315 $ 15,858 Cost of revenues 12,537 10,094 10,455 General and administrative 155 316 539 The Company has the following balances related to transactions with WPP, as reflected in the Consolidated Balance Sheets: As of December 31, (In thousands) 2021 2020 Assets Accounts receivable, net $ 3,506 $ 4,045 Prepaid expenses and other current assets 333 1,496 Liabilities Accounts payable $ 1,395 $ 2,817 Accrued expenses 740 835 Contract liabilities 3,403 3,538 Other non-current liabilities 1,582 — Transactions with Charter, Qurate and Pine Charter, Qurate and Pine each hold 33.3 % of the outstanding shares of Preferred Stock, which are entitled to convert into shares of Common Stock and to vote as a single class with the holders of the Common Stock as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . In addition, Charter, Qurate and Pine each designated two directors to the Company's Board in accordance with the Stockholders Agreement. As of December 31, 2021, Charter, Qurate and Pine each owned 27,509,203 shares of the Company's outstanding Preferred Stock. On June 30, 2021, in accordance with the Certificate of Designations of the Preferred Stock, the Company made cash dividend payments totaling $ 4.8 million to the holders of the Preferred Stock, representing dividends accrued for the period from the Closing Date through June 29, 2021. As of December 31, 2021, accrued dividends to the holders of Preferred Stock totaled $ 7.9 million. Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter. Under the DLA, Charter Operating will bill the Company for license fees according to a payment schedule that gradually increases from $ 10.0 million in the first year of the term to $ 32.3 million in the tenth year of the term. The Company recognizes expense for the license fees ratably over the term. A portion of the annual license fees is allocated to a base license comparable to the Company's prior license with Charter Operating. The remaining fees are allocated to the additional data sets contemplated by the DLA and the designation and related endorsement of the Company as Charter Operating's preferred data measurement partner for the term. The Company's results from transactions with Charter and its affiliates, as reflected in the Consolidated Statements of Operations and Comprehensive Loss, are detailed below: (In thousands) Year Ended December 31, 2021 Revenues $ 1,849 Cost of revenues 21,998 The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Consolidated Balance Sheet: As of (In thousands) December 31, 2021 Accounts payable $ 5,180 Accrued expenses 3,377 Non-current portion of accrued data costs 7,843 The Company recognized revenues of $ 0.8 million from transactions with Qurate and its affiliates in the normal course of business during the year ended December 31, 2021 as reflected in the Consolidated Statements of Operations and Comprehensive Loss. The Company had no transactions, other than the issuance of shares of Preferred Stock and related matters, with Pine for the year ended December 31, 2021. 82 Table of Conte nt s Transactions with Starboard In 2018, the Company entered into certain agreements with Starboard, then a beneficial owner of more than 5.0 % of the Company's outstanding Common Stock. Refer to Footnote 6 , Debt , for further information regarding these agreements and the Company's issuance of Notes to Starboard in 2018. As a result of these agreements and the transactions contemplated thereby, Starboard ceased to be a beneficial owner of more than 5.0 % of the Company's outstanding Common Stock in January 2018. In addition, pursuant to a prior agreement with Starboard, the Company provided Starboard the right to designate certain members to the Company's Board. As of December 31, 2018, Starboard had no remaining right to designate any directors to the Board. As of December 31, 2021, there were no directors remaining on the Board who were designated by Starboard. In the Consolidated Statements of Operations and Comprehensive Loss, the Company recorded interest expense, inclusive of non-cash accretion of issuance discount and deferred financing costs, related to the Notes of $ 6.6 million, $ 33.3 million and $ 30.8 million during the years ended December 31, 2021, 2020 and 2019, respectively. In connection with the extinguishment of the Notes on March 10, 2021, the Company issued 3,150,000 Conversion Shares to Starboard valued at $ 9.6 million as discussed in Footnote 6 , Debt , which amount was included as a component of loss on extinguishment of debt in the Consolidated Statements of Operations and Comprehensive Loss. The Company had no outstanding balances related to Starboard as of December 31, 2021. The outstanding balances for the Notes, related financing derivatives, and other non-current liabilities as of December 31, 2020 are reflected in the Consolidated Balance Sheet. 83 Table of Conte nt s 15. Subsequent Events Amendment to Revolving Credit Agreement On February 25, 2022, the Company entered into an amendment (the "Amendment") to the Revolving Credit Agreement. In addition to expanding the Company's aggregate borrowing capacity under the Revolving Credit Agreement from $ 25.0 million to $ 40.0 million, the Amendment modified certain financial covenants and interest rates under the Revolving Credit Agreement. The amended Revolving Credit Agreement requires the Company to maintain: • minimum Consolidated EBITDA (as defined in the Revolving Credit Agreement) of not less than $ 20.0 million for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or before December 31, 2022; • a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.5 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or before December 31, 2022; and • a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.25 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or after March 31, 2023. The Amendment also replaced the Eurodollar Rate (as defined in the Revolving Credit Agreement) with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50 % until the date a compliance certificate is received for the quarter ending March 31, 2023, with such Applicable Rate thereafter reducing to 2.25 %. CEO Transition On February 28, 2022, the Company's Chief Executive Officer ("CEO") and Executive Vice Chairman, William Livek, announced his intention to retire as the Company's CEO and transition to a non-executive Vice Chairman role after his successor as CEO is named. Mr. Livek plans to serve as non-executive Vice Chairman of the Company's Board of Directors through the completion of his Board term in 2024. 84 Table of Conte nt s ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.