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Item 1. Financial Statements

2022-08-09 compared with 2022-05-10 · 119 added, 91 removed, 466 unchanged (31% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In thousands, except share and par value data) (Unaudited)

22 unchanged sentences

Customer advances 10,909 11,613

Warrants liability 8,085 10,520

Current operating lease liabilities 7,528 7,538

Warrants liability 3,525 10,520

Other current liabilities ($ 43 and $ 7,863 attributable to related parties, respectively)

18,251 12,850

Total current liabilities 153,148 165,371

9 unchanged sentences

Convertible redeemable preferred stock, $ 0.001 par value;

82,527,609 shares authorized, issued and outstanding as of March 31, 2022 and December 31, 2021;

aggregate liquidation preference of $ 215,688 as of March 31, 2022, and $ 211,863 as of December 31, 2021 (related parties)

82,527,609 shares authorized, issued and outstanding as of June 30, 2022 and December 31, 2021;

aggregate liquidation preference of $ 204,043 as of June 30, 2022, and $ 211,863 as of December 31, 2021 (related parties)

187,885 187,885

1 unchanged sentence

Preferred stock, $ 0.001 par value;

7,472,391 shares authorized as of March 31, 2022 and December 31, 2021;

no shares issued or outstanding as of March 31, 2022 or December 31, 2021

7,472,391 shares authorized as of June 30, 2022 and December 31, 2021;

no shares issued or outstanding as of June 30, 2022 or December 31, 2021

Common stock, $ 0.001 par value;

275,000,000 shares authorized as of March 31, 2022 and December 31, 2021;

97,470,138 shares issued and 90,705,342 shares outstanding as of March 31, 2022, and 97,172,086 shares issued and 90,407,290 shares outstanding as of December 31, 2021

275,000,000 shares authorized as of June 30, 2022 and December 31, 2021;

98,538,188 shares issued and 91,773,392 shares outstanding as of June 30, 2022, and 97,172,086 shares issued and 90,407,290 shares outstanding as of December 31, 2021

Additional paid-in capital 1,689,596 1,683,883

1 unchanged sentence

Accumulated deficit ( 1,240,734 ) ( 1,218,715 )

Treasury stock, at cost, 6,764,796 shares as of March 31, 2022 and December 31, 2021

Treasury stock, at cost, 6,764,796 shares as of June 30, 2022 and December 31, 2021

( 229,984 ) ( 229,984 )

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except share and per share data) 2022 2021 2022 2021

5 unchanged sentences

Research and development (1) (3)

9,917 10,132 19,449 20,485

General and administrative (1) (3)

4 unchanged sentences

Other income (expense), net 4,557 ( 6,508 ) 6,990 ( 14,782 )

Gain from foreign currency transactions 420 1,074

Gain (loss) from foreign currency transactions 2,527 ( 370 ) 2,947 704

Interest expense, net (2)

1 unchanged sentence

Loss on extinguishment of debt (2)

— — — ( 9,629 )

Loss before income taxes ( 4,402 ) ( 18,123 ) ( 12,295 ) ( 53,456 )

12 unchanged sentences

Net loss $ ( 5,050 ) $ ( 18,545 ) $ ( 14,326 ) $ ( 54,900 )

Other comprehensive loss:

Other comprehensive (loss) income:

Foreign currency cumulative translation adjustment ( 4,544 ) 731 ( 5,085 ) ( 1,420 )

2 unchanged sentences

(2) Transactions with related parties are included in the line items above as follows (refer to Footnote 8 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Revenues $ 4,186 $ 4,019 $ 8,598 $ 7,875

4 unchanged sentences

(3) Stock-based compensation expense is included in the line items above as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Cost of revenues $ 421 $ 468 $ 722 $ 1,323

22 unchanged sentences

Settlement of restricted stock unit liability — — — — 1,719 — — — 1,719

Other — — ( 661 ) — ( 3 ) — — — ( 3 )

Foreign currency translation adjustment — — — — — ( 541 ) — — ( 541 )

Other — — ( 661 ) — ( 3 ) — — — ( 3 )

Balance as of March 31, 2022 82,527,609 $ 187,885 90,705,342 $ 91 $ 1,687,608 $ ( 12,639 ) $ ( 1,231,816 ) $ ( 229,984 ) $ 213,260

Net loss — — — — — — ( 5,050 ) — ( 5,050 )

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 3,868 ) — ( 3,868 )

Restricted stock units distributed — — 958,594 1 — — — — 1

Exercise of Common Stock options — — 745 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 12,646 ) — ( 23 ) — — — ( 23 )

Amortization of stock-based compensation — — — — 2,011 — — — 2,011

Foreign currency translation adjustment — — — — — ( 4,544 ) — — ( 4,544 )

Other — — 121,357 — — — — — —

Balance as of June 30, 2022 82,527,609 $ 187,885 91,773,392 $ 92 $ 1,689,596 $ ( 17,183 ) $ ( 1,240,734 ) $ ( 229,984 ) $ 201,787

(1) Transactions for these line items were exclusively with related parties (refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity , and Footnote 8 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information).

(In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock Additional

21 unchanged sentences

Balance as of March 31, 2021 82,527,609 $ 188,183 80,686,147 $ 81 $ 1,650,837 $ ( 9,181 ) $ ( 1,193,345 ) $ ( 229,984 ) $ 218,408

Net loss — — — — — — ( 18,545 ) — ( 18,545 )

Adjustment to issuance costs on convertible redeemable preferred stock — ( 298 ) — — — — — — —

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 3,868 ) — ( 3,868 )

Restricted stock units distributed — — 1,486,344 1 — — — — 1

Payments for taxes related to net share settlement of equity awards — — ( 414 ) — ( 1 ) — — — ( 1 )

Amortization of stock-based compensation — — — — 1,895 — — — 1,895

Foreign currency translation adjustment — — — — — 731 — — 731

Balance as of June 30, 2021 82,527,609 $ 187,885 82,172,077 $ 82 $ 1,652,731 $ ( 8,450 ) $ ( 1,215,758 ) $ ( 229,984 ) $ 198,621

(1) Transactions for these line items were exclusively with related parties (refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity , Footnote 5 , Debt , and Footnote 8 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information).

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30, 2022

(In thousands) 2022 2021

5 unchanged sentences

Stock-based compensation expense 5,798 8,122

Change in fair value of contingent consideration liability 2,348 —

Non-cash operating lease expense 2,990 2,597

Change in fair value of contingent consideration liability 2,403 —

Amortization expense of finance leases 1,360 941

16 unchanged sentences

Financing activities :

Payments for dividends on convertible redeemable preferred stock (1)

( 15,512 ) ( 4,760 )

Principal payments on finance leases ( 1,456 ) ( 920 )

6 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,208 ) ( 322 )

Net increase (decrease) in cash, cash equivalents and restricted cash 7,775 ( 16,869 )

Net decrease in cash, cash equivalents and restricted cash ( 2,220 ) ( 33,061 )

Cash, cash equivalents and restricted cash at beginning of period 22,279 50,741

Cash, cash equivalents and restricted cash at end of period $ 20,059 $ 17,680

As of March 31,

As of June 30,

Cash and cash equivalents $ 19,634 $ 16,659

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 20,059 $ 17,680

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental disclosures of non-cash investing and financing activities :

Convertible redeemable preferred stock dividends accrued but not yet paid (1)

$ 3,825 $ 935

Settlement of restricted stock unit liability $ 1,719 $ 7,117

Right-of-use assets obtained in exchange for finance lease liabilities 1,106 1,707

Change in accounts payable and accrued expenses related to capital expenditures 979 633

Interest paid in Common Stock (1)

12 unchanged sentences

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.

Management Changes

On July 5, 2022, the Company's Board of Directors appointed Jonathan Carpenter as the Company's Chief Executive Officer, effective July 6, 2022.

In connection with Mr.

Carpenter's appointment, William Livek retired as the Company's Chief Executive Officer.

Also on July 5, 2022, the Board of Directors appointed Mary Margaret Curry as the Company's Chief Financial Officer and Treasurer, effective July 6, 2022.

Curry continues to serve as the Company's principal accounting officer.

Summary of Significant Accounting Policies

5 unchanged sentences

Specifically, change in fair value of financing derivatives, accretion of debt discount, and amortization of deferred financing costs have been aggregated within other operating activities on the Condensed Consolidated Statements of Cash Flows.

In addition, principal payments on software license arrangements, revolving line of credit issuance costs, and payments for taxes related to net share settlement of equity awards have been aggregated within other financing activities on the Condensed Consolidated Statements of Cash Flows.

Unaudited Interim Financial Information

4 unchanged sentences

These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 10-K").

The Condensed Consolidated Results of Operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2022 or thereafter.

All references to March 31, 2022 and 2021 in the Notes to Condensed Consolidated Financial Statements are unaudited.

The Condensed Consolidated Results of Operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2022 or thereafter.

All references to June 30, 2022 and 2021 in the Notes to Condensed Consolidated Financial Statements are unaudited.

Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements

7 unchanged sentences

("Shareablee"), pursuant to which the Company acquired Shareablee (the "Merger").

Total consideration paid or payable by the Company related to the Merger (valued as of the closing date of the Merger) was $ 31.4 million, which

included $ 5.6 million for the fair value of contingent consideration payable based on the achievement of certain contractual milestones or future revenue performance.

Total consideration paid or payable by the Company related to the Merger (valued as of the closing date of the Merger) was $ 31.4 million, which included $ 5.6 million for the fair value of contingent consideration payable based on the achievement of certain contractual milestones or future revenue performance.

The maximum amount of contingent consideration payable under the Merger is $ 8.6 million.

6 unchanged sentences

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.

As of March 31, 2022, the Company determined sufficient achievement of the contractual milestones had been demonstrated and the full amount of the contingent consideration was reasonably certain to be payable.

The fair value was remeasured using only the discounted cash flow model.

As a result, the estimated fair value of the contingent consideration liability as of March 31, 2022 was $ 7.9 million.

The loss due to change in fair value of $ 2.3 million for the three months ended March 31, 2022 was classified within general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Refer to Footnote 6 , Fair Value Measurements , for information on the Level 3 inputs utilized for the determination of the fair value of the contingent consideration.

In April 2022, the contingency surrounding the amount of consideration payable was resolved and the full amount was deemed payable, subject to reduction for any pending indemnification claims and other terms set forth in the Merger Agreement.

In March 2022, the Company determined sufficient achievement of the milestones had been demonstrated and the full amount of the contingent consideration was reasonably certain to be payable.

In April 2022, the contingency was resolved and the full amount was deemed payable, subject to reduction for any pending indemnification claims and other terms set forth in the Merger Agreement.

The resolution of this contingency eliminated the option pricing model as a valuation technique, and as a result the fair value was remeasured using only the discounted cash flow model.

The Company expects to settle the liability in three installments of $ 3.7 million, $ 3.7 million and $ 1.2 million payable in any combination of cash and Common Stock (at the Company's election) in December 2022, 2023 and 2024, respectively.

The estimated fair value of the contingent consideration liability as of June 30, 2022 was $ 8.0 million.

The loss due to change in fair value of $ 2.4 million for the six months ended June 30, 2022 was classified within general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The loss due to change in fair value for the three months ended June 30, 2022 was negligible.

Refer to Footnote 6 , Fair Value Measurements , for additional information on the fair value of the contingent consideration.

Preferred Stock

7 unchanged sentences

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 March 31, 2022 because a deemed liquidation event is not considered probable.

The Preferred Stock has not been adjusted to its redemption amount as of June 30, 2022 because a deemed liquidation event is not considered probable.

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 March 31, 2022, 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.

As of June 30, 2022, 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.

Warrants Liability

5 unchanged sentences

Significant valuation inputs include the price and expected volatility of the Company's Common Stock, risk-free rate, and the remaining term of the warrants.

As of March 31, 2022, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique.

As of June 30, 2022, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique.

Loss on Extinguishment of Debt

In March 2021, the Company recorded a $ 9.6 million loss on debt extinguishment related to the payoff of its senior secured convertible notes (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.

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 5 , Debt .

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2022 2021 2022 2021

14 unchanged sentences

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:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Preferred stock (1)

3 unchanged sentences

Contingent consideration (2)

4,174,757 — 4,174,757 —

Senior secured convertible notes — — — 2,462,981

Total 101,349,524 93,231,710 99,906,755 63,705,529

(1) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Preferred Stock if they elected to convert their shares at the beginning of the period.

(2) A contingent consideration liability was recognized as part of the Shareablee acquisition described in Footnote 2 , Summary of Significant Accounting Policies .

1 unchanged sentence

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 $ 2.91 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on March 31, 2022.

The Company calculated a potential anti-dilutive share count based on the expected payments totaling $ 8.6 million and the $ 2.06 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on June 30, 2022.

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.

1 unchanged sentence

If an ownership change occurred as a result of the Transactions, the annual limitation under Section 382 may cause a significant portion of the Company's net operating loss carryforwards to expire prior to use.

Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax assets related to these limited U.S.

Due to the Company's valuation allowance position in the United States, the required revaluation of its

deferred tax assets related to these limited U.S.

federal and state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures.

3 unchanged sentences

as such, the disaggregation of revenue below reconciles directly to its unique reportable segment.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2022 2021 2022 2021

16 unchanged sentences

The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers:

(In thousands) March 31, 2022 December 31, 2021

(In thousands) June 30, 2022 December 31, 2021

Accounts receivable, net $ 56,566 $ 72,059

4 unchanged sentences

Significant changes in the current contract liabilities balance are as follows:

Three months ended March 31,

Six Months Ended June 30,

(In thousands) 2022 2021

2 unchanged sentences

Remaining Performance Obligations

As of March 31, 2022, approximately $ 225.0 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year.

As of June 30, 2022, approximately $ 215.0 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year.

The Company expects to recognize revenue on approximately 29 % of these remaining performance obligations during the remainder of 2022, approximately 38 % in 2023, and approximately 16 % in 2024, with the remainder recognized thereafter.

5 unchanged sentences

The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods.

As of March 31, 2022, each share of Preferred Stock was convertible into 1.057292 shares of Common Stock, with such conversion rate scheduled to return to 1.00 upon payment of accrued dividends on June 30, 2022.

As of March 31, 2022, no shares of Preferred Stock have been converted into Common Stock.

As of June 30, 2022, each share of Preferred Stock would have been convertible into 1.000208 shares of Common Stock, with such assumed conversion rate scheduled to return to 1.00 upon payment of accrued dividends on June 30, 2023.

As of June 30, 2022, no shares of Preferred Stock have been converted into Common Stock.

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

15 unchanged sentences

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 Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash.

The estimated fair value of the Series A Warrants as of March 31, 2022 was $ 8.1 million.

The estimated fair value of the Series A Warrants as of June 30, 2022 was $ 3.5 million.

Refer to Footnote 6 , Fair Value Measurements , for information on the Level 3 inputs utilized for the determination of the fair value of the warrants.

11 unchanged sentences

• 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.

Additionally, the Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness or 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 amended Revolving Credit Agreement as of March 31, 2022.

The Company is in compliance with the covenants under the amended Revolving Credit Agreement as of June 30, 2022.

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 March 31, 2022, the Company had outstanding borrowings of $ 16.0 million, and issued and outstanding letters of credit of $ 3.3 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $ 20.7 million.

As of June 30, 2022, the Company had outstanding borrowings of $ 16.0 million, and issued and outstanding letters of credit of $ 3.3 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $ 20.7 million.

Senior Secured Convertible Notes and Financing Derivatives

17 unchanged sentences

The Company's financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets on a recurring basis consist of the following:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

(In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

1 unchanged sentence

$ 439 $ — $ — $ 439 $ 2,429 $ — $ — $ 2,429

Liabilities (2)

Warrants liability (3)

$ — $ — $ 8,085 $ 8,085 $ — $ — $ 10,520 $ 10,520

Contingent consideration liability (2)

$ — $ 8,003 $ — $ 8,003 $ — $ — $ 5,600 $ 5,600

Warrants liability (3)

— — 3,525 3,525 — — 10,520 10,520

Total liabilities $ — $ 8,003 $ 3,525 $ 11,528 $ — $ — $ 16,120 $ 16,120

1 unchanged sentence

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 March 31, 2022 and December 31, 2021.

(2) The fair value of this liability as of June 30, 2022 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date.

The fair value of this liability as of December 31, 2021 was derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as a Level 3 fair value measurement as of such date.

The current and non-current portions of the contingent consideration liability are classified within other current and non-current liabilities in the Condensed Consolidated Balance Sheets.

The current portion of the contingent consideration liability was $ 3.6 million and $ 1.0 million as of March 31, 2022 and December 31, 2021, respectively.

The non-current portion of the contingent consideration liability was $ 4.3 million and $ 4.6 million as of March 31, 2022 and December 31, 2021, respectively.

There were no changes to the Company's valuation methodologies during the three months ended March 31, 2022 or 2021.

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the three months ended March 31, 2022 and 2021, respectively:

The current portion of the contingent consideration liability was $ 3.6 million and $ 1.0 million as of June 30, 2022 and December 31, 2021, respectively.

The non-current portion of the contingent consideration liability was $ 4.4 million and $ 4.6 million as of June 30, 2022 and December 31, 2021, respectively.

(3) The fair value of this liability is derived from a technique which utilizes inputs, certain of which are significant and unobservable, that result in classification as a Level 3 fair value measurement.

Warrants liability includes only the Series A warrants as of June 30, 2022 and December 31, 2021.

The elimination of the option pricing model used to value the contingent consideration liability reflected a change in the Company's valuation technique during the three months ended June 30, 2022.

There were no other changes to the Company's valuation techniques or methodologies during the three and six months ended June 30, 2022 or 2021.

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the six months ended June 30, 2022 and 2021, respectively:

(In thousands) Contingent Consideration Liability Warrants Liability

2 unchanged sentences

2,348 ( 6,995 )

Balance as of March 31, 2022 $ 7,948 $ 8,085

Transfer to Level 2 (2)

Balance as of June 30, 2022 $ — $ 3,525

(1) The loss due to remeasurement of the contingent consideration liability was recorded in general and administrative expense, and the gain on remeasurement of the warrants liability was recorded in other income (expense), net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

(2) The transfer was due to the resolution of the contingency regarding the amount of consideration payable.

Transfers between levels of the fair value hierarchy are recognized at the beginning of the reporting period.

(In thousands) Interest Make-whole Derivative Liability Financing Derivative Liabilities Warrants Liability

4 unchanged sentences

( 1,021 ) ( 9,500 ) —

Balance as of March 31, 2021 $ — $ — $ 12,832

Balance as of June 30, 2021 $ — $ — $ 19,351

(1) All losses and gains were recorded in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

(2) Refer to Footnote 5 , Debt for additional information on the extinguishment of the Notes and Secured Term Note.

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 March 31, 2022 and December 31, 2021 that are measured at fair value on a recurring basis:

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 June 30, 2022 and December 31, 2021 that are measured at fair value on a recurring basis:

Fair Value Measurements

Significant Valuation Technique Significant Valuation Inputs March 31, 2022 December 31, 2021

Significant Valuation Technique Significant Valuation Inputs June 30, 2022 December 31, 2021

Warrants liability Option pricing Stock price $ 2.06 $ 3.34

3 unchanged sentences

Risk-free rate 2.9 % 0.9 %

Contingent consideration liability Combination (1)

Cost of debt 5.1 % - 6.0 %

Product credit — $ 10.7 million

Revenue volatility — 21.0 %

Risk premium — 8.4 %

Option term — 1.04 years

(1) The Company applied a 100.0 % weighting to the discounted cash flow model outcome as of March 31, 2022.

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 techniques.

The primary sensitivities in the valuation of the warrants liability are driven by the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term.

The primary sensitivities in the discounted cash flow model are the cost of debt and the selected weighting of the model.

The primary sensitivities in the option pricing model are driven by forecasted performance and the selected weighting of the model.

Accrued Expenses

(In thousands) March 31, 2022 December 31, 2021

(In thousands) June 30, 2022 December 31, 2021

Accrued data costs $ 15,837 $ 18,116

5 unchanged sentences

Transactions with WPP plc

As of March 31, 2022 (based on public filings), WPP plc and its affiliates ("WPP") owned 11,319,363 shares of the Company's outstanding Common Stock, representing 12.5 % of the outstanding Common Stock.

As of June 30, 2022 (based on public filings), WPP plc and its affiliates ("WPP") owned 11,319,363 shares of the Company's outstanding Common Stock, representing 12.3 % of the outstanding Common Stock.

The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts.

The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2022 2021 2022 2021

2 unchanged sentences

The Company has the following balances related to transactions with WPP, as reflected in the Condensed Consolidated Balance Sheets:

(In thousands) March 31, 2022 December 31, 2021

(In thousands) June 30, 2022 December 31, 2021

Accounts receivable, net $ 1,353 $ 3,506

5 unchanged sentences

In addition, Charter, Qurate and Pine each designated two members of the Company's Board in accordance with the Stockholders Agreement.

As of March 31, 2022 and December 31, 2021, Charter, Qurate and Pine each owned 27,509,203 shares of the Company's outstanding Preferred Stock.

Accrued dividends to the holders of Preferred Stock totaled $ 11.7 million and $ 7.9 million as of March 31, 2022 and December 31, 2021, respectively.

As of June 30, 2022 and December 31, 2021, Charter, Qurate and Pine each owned 27,509,203 shares of the Company's outstanding Preferred Stock.

On June 30, 2022, in accordance with the Certificate of Designations, the Company made cash dividend payments totaling $ 15.5 million to the holders of the Preferred Stock, representing dividends accrued for the period from June 30, 2021 through June 29, 2022.

dividends to the holders of Preferred Stock as of June 30, 2022 were negligible.

The next scheduled dividend payment date for the Preferred Stock is June 30, 2023.

5 unchanged sentences

The Company's results from transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are detailed below:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2022 2021 2022 2021

2 unchanged sentences

The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Balance Sheet:

(In thousands) March 31, 2022 December 31, 2021

(In thousands) June 30, 2022 December 31, 2021

Accounts payable $ 10,131 $ 5,180

1 unchanged sentence

Non-current portion of accrued data costs 12,087 7,843

The Company recognized revenues of $ 0.2 million from transactions with Qurate and its affiliates in the normal course of business during the three months ended March 31, 2022 and 2021, as reflected in the Condensed 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 three months ended March 31, 2022 and 2021.

The Company recognized revenues of $ 0.2 million during the three months ended June 30, 2022 and 2021, and $ 0.4 million during the six months ended June 30, 2022 and 2021, from transactions with Qurate and its affiliates in the normal course of business as reflected in the Condensed 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 three and six months ended June 30, 2022 and 2021.

Transactions with Starboard

4 unchanged sentences

As of December 31, 2018, Starboard had no remaining right to designate any directors to the Board.

As of March 31, 2022, there were no directors remaining on the Board who were designated by Starboard.

As of June 30, 2022, there were no directors remaining on the Board who were designated by Starboard.

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 5 , Debt , which amount was included as a component of loss on extinguishment of debt in the Condensed Consolidated Statement 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 during the three months ended March 31, 2021.

The Company had no outstanding balances related to Starboard as of March 31, 2022 or December 31, 2021.

The Company had no outstanding balances related to Starboard as of June 30, 2022 or December 31, 2021.

Commitments and Contingencies

15 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements