What changed in this filing

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Item 1. Financial Statements

2022-11-09 compared with 2022-08-09 · 171 added, 86 removed, 499 unchanged (34% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

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

25 unchanged sentences

Other current liabilities ($ 3,953 and $ 7,863 attributable to related parties, respectively)

12,321 12,850

Total current liabilities 155,639 165,371

9 unchanged sentences

Convertible redeemable preferred stock, $ 0.001 par value;

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)

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

aggregate liquidation preference of $ 207,953 as of September 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 June 30, 2022 and December 31, 2021;

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

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

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

Common stock, $ 0.001 par value;

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

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

98,774,405 shares issued and 92,009,609 shares outstanding as of September 30, 2022, and 97,172,086 shares issued and 90,407,290 shares outstanding as of December 31, 2021

Additional paid-in capital 1,690,609 1,683,883

1 unchanged sentence

Accumulated deficit ( 1,297,026 ) ( 1,218,715 )

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

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

( 229,984 ) ( 229,984 )

3 unchanged sentences

COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

Three Months Ended September 30, Nine Months Ended September 30,

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

9 unchanged sentences

Amortization of intangible assets 6,772 6,172 20,323 18,866

Restructuring 5,784 — 5,784 —

Impairment of goodwill 46,300 — 46,300 —

Total expenses from operations 149,225 96,509 356,481 296,847

1 unchanged sentence

Other income (expense), net 1,477 5,713 8,467 ( 9,069 )

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

Gain from foreign currency transactions 2,781 1,180 5,728 1,884

Interest expense, net (2)

2 unchanged sentences

— — — ( 9,629 )

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

Income tax provision ( 648 ) ( 422 ) ( 2,031 ) ( 1,444 )

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

(Loss) income before income taxes ( 52,468 ) 2,702 ( 64,763 ) ( 50,754 )

Income tax benefit (provision) 86 ( 722 ) ( 1,945 ) ( 2,166 )

Net (loss) income $ ( 52,382 ) $ 1,980 $ ( 66,708 ) $ ( 52,920 )

Net loss available to common stockholders:

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

Net (loss) income $ ( 52,382 ) $ 1,980 $ ( 66,708 ) $ ( 52,920 )

Convertible redeemable preferred stock dividends (2)

1 unchanged sentence

Total net loss available to common stockholders:

$ ( 56,292 ) $ ( 1,930 ) $ ( 78,311 ) $ ( 61,633 )

Net loss per common share:

2 unchanged sentences

Basic and diluted 93,347,017 82,185,009 92,380,984 79,951,857

Comprehensive loss:

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

Other comprehensive (loss) income:

Comprehensive (loss) income:

Net (loss) income $ ( 52,382 ) $ 1,980 $ ( 66,708 ) $ ( 52,920 )

Other comprehensive loss:

Foreign currency cumulative translation adjustment ( 4,553 ) ( 1,917 ) ( 9,638 ) ( 3,337 )

Total comprehensive loss $ ( 9,594 ) $ ( 17,814 ) $ ( 19,411 ) $ ( 56,320 )

Total comprehensive (loss) income $ ( 56,935 ) $ 63 $ ( 76,346 ) $ ( 56,257 )

(1) Excludes amortization of intangible assets, which is presented as a separate line item.

(2) Transactions with related parties are included in the line items above as follows (refer to Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information):

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

5 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

36 unchanged sentences

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

Net loss — — — — — — ( 52,382 ) — ( 52,382 )

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 3,910 ) — ( 3,910 )

Restricted stock units distributed — — 226,948 — — — — — —

Amortization of stock-based compensation — — — — 1,013 — — — 1,013

Foreign currency translation adjustment — — — — — ( 4,553 ) — — ( 4,553 )

Exercise of Common Stock options — — 9,269 — — — — — —

Balance as of September 30, 2022 82,527,609 $ 187,885 92,009,609 $ 92 $ 1,690,609 $ ( 21,736 ) $ ( 1,297,026 ) $ ( 229,984 ) $ 141,955

(1) Transactions for these line items were exclusively with related parties (refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , and Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information).

31 unchanged sentences

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

Net income — — — — — — 1,980 0 $ — 1,980

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 3,910 ) — ( 3,910 )

Restricted stock units distributed — — 28,989 — — — — — —

Amortization of stock-based compensation — — — — 2,563 — — — 2,563

Foreign currency translation adjustment — — — — — ( 1,917 ) — — ( 1,917 )

Payments for taxes related to net share settlement of equity awards — — ( 1,840 ) — ( 6 ) — — — ( 6 )

Balance as of September 30, 2021 82,527,609 $ 187,885 82,199,226 $ 82 $ 1,655,288 $ ( 10,367 ) $ ( 1,217,688 ) $ ( 229,984 ) $ 197,331

(1) Transactions for these line items were exclusively with related parties (refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , Footnote 6 , Debt , and Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information).

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2022

Nine Months Ended September 30,

(In thousands) 2022 2021

1 unchanged sentence

Net loss $ ( 66,708 ) $ ( 52,920 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Amortization of intangible assets 20,323 18,866

4 unchanged sentences

Amortization expense of finance leases 1,875 1,485

Deferred tax provision 781 967

Deferred tax (benefit) provision ( 90 ) 652

Change in fair value of warrants liability ( 8,471 ) 10,938

1 unchanged sentence

Non-cash interest expense on senior secured convertible notes (1)

Impairment of goodwill 46,300 —

Other 1,456 660

5 unchanged sentences

Operating lease liabilities ( 5,665 ) ( 3,795 )

Net cash provided by operating activities 24,233 10,860

Net cash provided by (used in) operating activities 36,536 ( 1,121 )

Investing activities :

9 unchanged sentences

Principal payment and extinguishment costs on secured term note — ( 14,031 )

Proceeds from borrowing on revolving line of credit — 16,000

Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs (1)

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2,502 ) ( 691 )

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

Net increase (decrease) in cash, cash equivalents and restricted cash 3,232 ( 34,007 )

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

Cash, cash equivalents and restricted cash at end of period $ 25,511 $ 16,734

As of June 30,

As of September 30,

Cash and cash equivalents $ 25,086 $ 15,940

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 25,511 $ 16,734

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental disclosures of non-cash investing and financing activities :

2 unchanged sentences

Change in accounts payable and accrued expenses related to capital expenditures 810 494

Right-of-use assets obtained in exchange for new operating lease liabilities 847 5,211

Interest paid in Common Stock (1)

Conversion shares issued as extinguishment cost on senior secured convertible notes (1)

Right-of-use assets obtained in exchange for operating lease liabilities — 4,840

Convertible redeemable preferred stock dividends accrued but not yet paid (related parties) 3,953 3,953

10 unchanged sentences

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.

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

In connection with Mr.

16 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 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.

The Condensed Consolidated Results of Operations for the three and nine months ended September 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 September 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

20 unchanged sentences

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.

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

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

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

Refer to Footnote 7 , Fair Value Measurements , for additional information on the fair value of the contingent consideration.

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 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 its 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 discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model.

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 revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macro-economic conditions.

As of September 30, 2022, the Company concluded that 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 decline in the Company's stock price and market capitalization among other factors.

The Company performed a quantitative goodwill impairment test in conjunction with the annual test using a discounted cash flow model, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $ 46.3 million non-cash impairment charge.

The Company completed its annual analysis for the year ended December 31, 2021 and determined that there was no impairment of goodwill at that time.

For further information refer to Footnote 4 , Goodwill .

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 June 30, 2022 because a deemed liquidation event is not considered probable.

The Preferred Stock has not been adjusted to its redemption amount as of September 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 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.

As of September 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

2 unchanged sentences

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 income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Changes in the fair value of these instruments are recorded in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The fair value of each warrant is estimated utilizing an option pricing model.

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 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.

As of September 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

5 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2022 2021 2022 2021

9 unchanged sentences

Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period.

This includes the effect of vested and deferred restricted stock units granted to members of the Company's Board of Directors ("Board") and certain employees.

This includes the effect of vested and deferred restricted stock units granted to members of the Company's Board and certain employees.

These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control.

Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, Notes, warrants, stock options and restricted stock units, and contingent consideration liability 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:

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

11 unchanged sentences

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 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.

The Company calculated a potential anti-dilutive share count based on the expected payments totaling $ 8.6 million and the $ 1.65 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 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) June 30, 2022 December 31, 2021

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

Accounts receivable, net $ 48,223 $ 72,059

4 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2022 2021

2 unchanged sentences

Remaining Performance Obligations

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.

As of September 30, 2022, approximately $ 195.0 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 17 % of these remaining performance obligations during the remainder of 2022, approximately 45 % in 2023, and approximately 19 % in 2024, with the remainder recognized thereafter.

As of September 30, 2022, the Company concluded that 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 decline in the Company's stock price and market capitalization, among other factors.

Accordingly, in conjunction with its annual test as of October 1, 2022, the Company performed a quantitative goodwill impairment test as of September 30, 2022, 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 discounted cash flow model, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $ 46.3 million impairment charge for the three months ended September 30, 2022.

The change in the carrying value of goodwill is as follows:

(In thousands)

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

Translation adjustments ( 3,166 )

Impairment charge ( 46,300 )

Balance as of September 30, 2022 $ 386,245

Convertible Redeemable Preferred Stock and Stockholders' Equity

4 unchanged sentences

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

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.

As of September 30, 2022, each share of Preferred Stock would have been convertible into 1.019375 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 September 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 June 30, 2022 was $ 3.5 million.

The estimated fair value of the Series A Warrants as of September 30, 2022 was $ 2.0 million.

Refer to Footnote 7 , 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.

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 June 30, 2022.

The Company is in compliance with the covenants under the amended Revolving Credit Agreement as of September 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 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.

As of September 30, 2022, the Company had outstanding borrowings of $ 16.0 million, and issued and outstanding letters of credit of $ 3.4 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $ 20.6 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:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

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

8 unchanged sentences

dollar-denominated money market instruments with maturities less than three months.

(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.

(2) The fair value of this liability as of September 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 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.

The current portion of the contingent consideration liability was $ 3.6 million and $ 1.0 million as of September 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 September 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.

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

For the quarter ended September 30, 2022, the Company recorded a goodwill impairment charge of $ 46.3 million.

Refer to Footnote 4 , Goodwill for further details.

The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value.

The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit.

The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value.

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 additional non-cash impairment charges.

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:

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

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

(In thousands) Contingent Consideration Liability Warrants Liability

3 unchanged sentences

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.

Balance as of September 30, 2022 $ — $ 2,049

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

6 unchanged sentences

( 1,021 ) ( 9,500 ) —

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.

Balance as of September 30, 2021 $ — $ — $ 13,769

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

(2) Refer to Footnote 6 , 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 June 30, 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 September 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 June 30, 2022 December 31, 2021

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

Warrants liability Option pricing Stock price $ 1.65 $ 3.34

5 unchanged sentences

Accrued Expenses

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

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

Accrued data costs $ 16,171 $ 18,116

1 unchanged sentence

Professional fees 1,989 2,978

Restructuring accrual 4,504 —

Other 6,248 7,898

2 unchanged sentences

Transactions with WPP plc

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.

As of September 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 June 30, Six Months Ended June 30,

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

Three Months Ended September 30, Nine Months Ended September 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) June 30, 2022 December 31, 2021

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

Accounts receivable, net $ 867 $ 3,506

Accounts payable $ 2,117 $ 1,395

Accrued expenses 337 740

Contract liabilities 1,476 3,403

2 unchanged sentences

Charter, Qurate (through an affiliate) 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 set forth in the Certificate of Designations.

As of September 30, 2022 (based on public filings), Pine also owned 438,088 shares of the Company's outstanding Common Stock, representing 0.5 % of the outstanding Common Stock.

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

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.

As of September 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.

Accrued dividends to the holders of Preferred Stock as of September 30, 2022 were $ 4.0 million.

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

2 unchanged sentences

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 Condensed Consolidated Statements of Operations and Comprehensive Loss, are detailed below:

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

On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company will receive license fee credits totaling $ 7.0 million.

Refer to Footnote 12 , Subsequent Events for additional information about the amendment.

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

Three Months Ended September 30, Nine Months Ended September 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) June 30, 2022 December 31, 2021

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

Accounts payable $ 10,692 $ 5,180

1 unchanged sentence

Non-current portion of accrued data costs 14,066 7,843

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.

The Company recognized revenues of $ 0.2 million during the three months ended September 30, 2022 and 2021, and $ 0.6 million and $ 0.6 million during the nine months ended September 30, 2022 and 2021, respectively, 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) Income.

The Company had no transactions, other than the issuance of shares of Preferred Stock and related matters, with Pine for the three and nine months ended September 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 June 30, 2022, there were no directors remaining on the Board who were designated by Starboard.

As of September 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 6 , 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 June 30, 2022 or December 31, 2021.

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

Organizational Restructuring

On September 29, 2022, the Company communicated a workforce reduction as part of its broader efforts to improve cost efficiency and better align its operating structure and resources with strategic priorities (collectively, the "Restructuring Plan").

In addition to employee terminations, the Restructuring Plan is expected to include the reallocation of commercial and product development resources;

reinvestment in and modernization of key technology platforms;

consolidation of data storage and processing activities to reduce the Company's data center footprint;

and reduction of other operating expenses, including software and facility costs.

The Company may also determine to exit certain activities in certain geographic regions in order to more effectively align resources with business priorities.

In connection with the Restructuring Plan, which was authorized by the Board on September 19, 2022, the Company will incur certain exit-related costs.

These costs are currently estimated to range between $ 13 million and $ 18 million.

The Company expects implementation of the Restructuring Plan, including cash payments, to be substantially complete in the fourth quarter of 2023.

The table below summarizes the balance of the restructuring liability as of September 30, 2022, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets, and the changes in the accrued amounts for the nine months ended September 30, 2022:

(In thousands) Severance and Related Costs Other Total Restructuring Expense

Restructuring expense $ 4,552 $ 1,232 $ 5,784

Payments — ( 250 ) ( 250 )

Foreign exchange ( 48 ) — ( 48 )

Balance as of September 30, 2022 1

$ 4,504 $ 982 $ 5,486

(1) As of September 30, 2022, the remaining balance of the restructuring liability includes $ 4.5 million classified as Accrued expenses and $ 1.0 million classified as Accounts payable.

Commitments and Contingencies

11 unchanged sentences

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 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 directors and officers, 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.

Subsequent Events

On November 6, 2022, the Company entered into an amendment to the DLA with Charter Operating.

Under the amendment, Charter will extend its endorsement of the Company as its preferred local measurement provider to seven years (from five ) at no additional cost, with an opportunity to extend to the full 10-year contract term under certain conditions.

In addition, the Company will receive license fee credits totaling $ 7.0 million under the amendment, to be applied toward 2022 and 2023 fee payments as set forth in the amendment.

The amendment also provides for additional data parameters and specifications to assist the Company in product development and delivery speed, as well as rights to incremental Charter data sets that become available during the contract term.

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