What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-03-12 compared with 2023-03-02 · 335 added, 296 removed, 1194 unchanged (35% of the section changed)

47 unchanged sentences

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Given the complexity of certain of the Company's contracts, we concluded that revenue recognition from these contracts represents a critical audit matter because of the judgments necessary for management to identify performance obligations, determine the transaction price, allocate transaction price to the performance obligations and recognize revenue when performance obligations are satisfied.

Given the complexity of certain of the Company's contracts, such as contracts with MVPDs that involve both the purchase and sale of services with a single counterparty, we concluded that revenue recognition from these contracts represents a critical audit matter because of the judgments necessary for management to identify performance obligations, determine the transaction price, allocate transaction price to the performance obligations and recognize revenue when performance obligations are satisfied.

Performing audit procedures related to revenue recognition for these contracts required more extensive audit effort and a higher degree of auditor judgment.

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◦ 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 contract value allocation based on the Company's standalone selling price (SSP) through the performance of our revenue testing.

We also evaluated the risks related to the Company's SSP determination.

◦ Tested the SSP established by management by obtaining supporting evidence for management's determination of the SSP and tested the allocation of the contract value to performance obligations based on the SSP.

◦ 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 evidence regarding the delivery of the performance obligation(s) and confirming there are no side agreements.

Goodwill – Goodwill Impairment Analysis – Refer to Notes 2 and 10 to the financial statements

4 unchanged sentences

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 fair value of the reporting unit is determined 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 rate, 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.

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.

Accordingly, in conjunction with its annual test as of October 1, 2022, the Company completed its assessment, and 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 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 during the three months ended September 30, 2022 and year ended December 31, 2022.

In the second quarter of 2023, 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, as well as discrete changes to its long-term forecast as triggering events of a potential impairment among other factors.

The Company performed a quantitative goodwill impairment test on its reporting unit 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 $44.1 million impairment charge during the three months ended June 30, 2023.

In conjunction with its annual test as of October 1, 2023, the Company performed a quantitative goodwill impairment test.

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 $34.1 million impairment charge during the three months ended December 31, 2023 .

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.

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How the Critical Audit Matter Was Addressed in the Audit

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• We evaluated whether the internal specialists used by the Company to perform the goodwill valuation analysis had the necessary competence, capabilities, and objectivity.

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• We evaluated management's ability to accurately forecast revenue by comparing the actual results to management's historical projections.

• We sensitized management projections to determine areas of audit focus.

• We sensitized management's projections and performed inquiries of management to determine areas of audit focus.

• We evaluated the reasonableness of management's forecasted revenue by comparing the forecasts to:

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◦ Forecasted information included in analyst and industry reports for the Company and certain of its peer group.

◦ Public information related to addressable market opportunities.

◦ Corroborative inquiries with management regarding the projected revenue growth.

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◦ Developing a range of independent estimates and comparing those to the discount rate selected by management.

• We evaluated the impact of changes in management's revenue forecasts from the October 1, 2022 annual measurement date to December 31, 2022.

• We evaluated the impact of changes in management's revenue forecasts from the October 1, 2023 measurement date to December 31, 2023.

/s/ Deloitte & Touche LLP

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48,912 52,944

Revolving line of credit 16,000 —

Accrued dividends (related parties) 24,132 7,863

Customer advances 11,076 11,527

Current operating lease liabilities 7,982 7,639

Warrants liability 718 10,520

Current portion of contingent consideration 4,806 7,134

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

12,646 11,813

Other current liabilities 4,680 5,501

Total current liabilities 182,561 165,091

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32,833 25,106

Revolving line of credit 16,000 16,000

Non-current revolving line of credit — 16,000

Deferred tax liabilities 1,321 2,127

Other non-current liabilities ($ 159 and $ 1,582 attributable to related parties, respectively)

10,627 16,879

Other non-current liabilities 7,589 10,627

Total liabilities 247,307 248,539

1 unchanged sentence

Convertible redeemable preferred stock, $ 0.001 par value;

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

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

100,000,000 shares authorized and 82,527,609 shares issued and outstanding as of December 31, 2023 and 82,527,609 shares authorized, issued and outstanding as of December 31, 2022;

aggregate liquidation preference of $ 228,132 as of December 31, 2023 and $ 211,863 as of December 31, 2022 (related parties)

187,885 187,885

1 unchanged sentence

Preferred stock, $ 0.001 par value;

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

5,000,000 shares authorized as of December 31, 2023 and 7,472,391 shares authorized as of December 31, 2022;

no shares issued or outstanding as of December 31, 2023 or 2022

3 unchanged sentences

Additional paid-in capital (1)

1,696,612 1,690,870

Accumulated other comprehensive loss ( 14,110 ) ( 15,940 )

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Total liabilities, convertible redeemable preferred stock and stockholders' equity $ 491,295 $ 580,586

(1) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2 , Summary of Significant Accounting Policies .

See accompanying Notes to Consolidated Financial Statements.

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Loss from operations ( 73,601 ) ( 74,873 ) ( 28,865 )

Loss on extinguishment of debt (2)

— ( 9,629 ) —

Interest expense, net (1)

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Other income (expense), net 42 9,785 ( 5,778 )

Gain (loss) from foreign currency transactions 1,166 2,895 ( 4,490 )

(Loss) gain from foreign currency transactions ( 2,824 ) 1,166 2,895

Loss on extinguishment of debt (1)

— — ( 9,629 )

Loss before income taxes ( 77,828 ) ( 64,837 ) ( 49,178 )

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Net loss $ ( 79,361 ) $ ( 66,561 ) $ ( 50,037 )

Other comprehensive (loss) income:

Other comprehensive loss:

Foreign currency cumulative translation adjustment 1,830 ( 3,842 ) ( 5,068 )

Total comprehensive loss $ ( 77,531 ) $ ( 70,403 ) $ ( 55,105 )

(1) Excludes amortization of intangible assets, which is presented separately in the Consolidated Statements of Operations and Comprehensive Loss.

(1) Transactions with related parties are included in the line items above as follows (refer to Footnote 14 , Related Party Transactions , for further information):

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Convertible redeemable preferred stock dividends ( 16,270 ) ( 15,513 ) ( 12,623 )

(2) Excludes amortization of intangible assets, which is presented separately in the Consolidated Statements of Operations and Comprehensive Loss.

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

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Total stock-based compensation expense $ 4,535 $ 8,178 $ 13,848

(4) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2 , Summary of Significant Accounting Policies .

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

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

Capital Accumulated

(In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock (2)

Comprehensive

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Net Loss — — — — — — ( 50,037 ) — ( 50,037 )

Convertible redeemable preferred stock, net of issuance costs (1)

82,527,609 187,885 — — — — — — —

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 12,623 ) — ( 12,623 )

Fair value of Common Stock issued in connection with acquisition — — 397,275 1 25,774 — — — 25,775

Foreign currency translation adjustment — — — — — ( 5,068 ) — — ( 5,068 )

Exercise of Common Stock options, net — — 75,000 — 143 — — — 143

Interest paid in Common Stock (1)

2 unchanged sentences

Payments for taxes related to net share settlement of equity awards — — ( 7,775 ) — ( 522 ) — — — ( 522 )

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

— — 157,500 — 9,608 — — — 9,608

Amortization of stock-based compensation — — — — 9,123 — — — 9,123

1 unchanged sentence

Net Loss — — — — — — ( 66,561 ) — ( 66,561 )

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)

— — — — — — ( 15,513 ) — ( 15,513 )

Restricted stock units distributed — — 2,362,963 2 7,117 — — — 7,119

Foreign currency translation adjustment — — — — — ( 3,842 ) — — ( 3,842 )

Exercise of Common Stock options, net — — 4,848 — 103 — — — 103

Restricted stock units distributed — — 74,656 — 1,718 — — — 1,718

Payments for taxes related to net share settlement of equity awards — — ( 656 ) — ( 23 ) — — — ( 23 )

Other — — 6,035 — ( 3 ) — — — ( 3 )

Amortization of stock-based compensation — — — — 5,106 — — — 5,106

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— — — — — — ( 16,270 ) — ( 16,270 )

Restricted stock units distributed — — 1,493,121 1 1,717 — — — 1,718

Foreign currency translation adjustment — — — — — 1,830 — — 1,830

Exercise of Common Stock options, net — — 150 — 3 — — — 3

Restricted stock units distributed — — 152,375 — 3 — — — 3

Payments for taxes related to net share settlement of equity awards — — ( 2,631 ) — ( 65 ) — — — ( 65 )

Settlement of restricted stock unit liability — — — — 2,761 — — — 2,761

Amortization of stock-based compensation — — — — 3,040 — — — 3,040

Other — — 120,696 — ( 3 ) — — — ( 3 )

Foreign currency translation adjustment — — — — — ( 3,842 ) — — ( 3,842 )

Balance as of December 31, 2023 82,527,609 $ 187,885 4,755,141 $ 5 $ 1,696,612 $ ( 14,110 ) $ ( 1,396,420 ) $ ( 229,984 ) $ 56,103

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Gross proceeds from related parties for the issuance of convertible redeemable preferred stock were $ 204.0 million.

(2) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2 , Summary of Significant Accounting Policies .

See accompanying Notes to Consolidated Financial Statements.

8 unchanged sentences

Impairment of goodwill 78,200 46,300 —

Amortization of intangible assets 27,096 25,038 27,219

Depreciation 19,778 16,828 15,793

Stock-based compensation expense 8,178 13,848 10,073

Non-cash operating lease expense 5,456 6,060 5,345

Change in fair value of contingent consideration liability 2,558 — —

Amortization of intangible assets 5,213 27,096 25,038

Stock-based compensation expense 4,535 8,178 13,848

Amortization expense of finance leases 1,929 2,364 2,188

Bad debt expense (benefit) 312 ( 80 ) 1,693

Amortization of deferred financing costs 163 378 1,560

Impairment of right-of-use and long-lived assets 1,502 156 —

Deferred tax (benefit) provision ( 475 ) ( 1,719 ) 10

Change in fair value of contingent consideration liability 350 2,558 —

Deferred tax provision ( 35 ) ( 475 ) ( 1,719 )

Change in fair value of warrant liability ( 49 ) ( 9,802 ) 7,689

1 unchanged sentence

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

— 4,692 9,180

Accretion of debt discount — — 1,620

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Financing activities :

Principal payments on finance leases ( 2,066 ) ( 2,519 ) ( 2,138 )

Contingent consideration payment at initial value ( 1,037 ) — —

Payments for dividends on convertible redeemable preferred stock (1)

— ( 15,512 ) ( 4,760 )

Principal payments on finance leases ( 2,519 ) ( 2,138 ) ( 1,754 )

Principal payment and extinguishment costs on senior secured convertible notes (1)

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Effect of exchange rate changes on cash, cash equivalents and restricted cash 748 ( 820 ) ( 1,218 )

Net decrease in cash, cash equivalents and restricted cash ( 1,837 ) ( 28,462 ) ( 16,032 )

Net increase (decrease) in cash, cash equivalents and restricted cash 2,494 ( 1,837 ) ( 28,462 )

Cash, cash equivalents and restricted cash at beginning of period 20,442 22,279 50,741

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Supplemental cash flow disclosures :

Interest paid ($ — , $ — and $ 21,420 in 2022, 2021, and 2020 attributable to related party, respectively)

$ 652 $ 1,009 $ 23,792

Interest paid $ 1,542 $ 652 $ 1,009

Income taxes paid, net of refunds 2,108 1,804 1,831

19 unchanged sentences

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 Footnote 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's CODM is its Chief Executive Officer ("CEO"), who decides how to allocate resources and assess performance.

The Company has one operating segment.

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All intercompany transactions and balances are eliminated upon consolidation.

Reverse Stock Split

On December 12, 2023, the Company held a special meeting of stockholders of the Company (the "Special Meeting").

At the Special Meeting, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") for the purpose of effecting a reverse stock split (the "Reverse Stock Split") of all outstanding shares of Common Stock, par value $ 0.001 per share (the "Common Stock") and reducing the number of authorized shares of Common Stock by the same ratio as the Reverse Stock Split.

Following the Special Meeting, the Board of Directors approved a final ratio of 1-for-20 for the Reverse Stock Split with an effective date of December 20, 2023.

On December 20, 2023, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to implement the Reverse Stock Split, without any change to the par value of the Common Stock.

The Certificate of Amendment reduced the number of authorized shares of Common Stock from 275,000,000 to 13,750,000 and the total number of shares of stock authorized for issuance from 380,000,000 to 118,750,000 .

The Company implemented the Reverse Stock Split on December 20, 2023.

The Common Stock began trading on a split-adjusted basis on the Nasdaq Global Select Market on December 20, 2023 under the existing trading symbol "SCOR", but the security has been assigned a new CUSIP number (20564W204).

As a result of the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding or held in treasury immediately prior to the Reverse Stock Split were converted into one share of Common Stock after the Reverse Stock Split.

The Reverse Stock Split applied uniformly to all holders of Common Stock and did not alter any stockholder's percentage interest in the Company, except to the extent that the Reverse Stock Split would have resulted in some stockholders owning a fractional share.

No fractional shares were issued in connection with the Reverse Stock Split, as all fractional shares were rounded down to the nearest whole share.

Stockholders who would otherwise have been entitled to a fractional share of Common Stock were instead entitled to receive a proportional cash payment.

Unless noted, all shares of Common Stock, including Common Stock underlying warrants, stock options, and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the Consolidated Financial Statements have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Annual Report.

Reclassification

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

Specifically, principal payments on capital lease and software license arrangements, payments for taxes related to net share settlement of equity awards, and proceeds from the exercise of stock options have been aggregated within other financing activities on the Consolidated Statements of Cash Flows.

Specifically, accrued dividends have been separated from other current liabilities, and warrants liability has been aggregated within other current liabilities on the Consolidated Balance Sheets.

Additionally, bad debt expense (benefit) and amortization of deferred financing costs have been aggregated within other operating activities on the Consolidated Statements of Cash Flows.

Principal payments on capital lease and software license arrangements and payments for taxes related to net share settlement of equity awards have been aggregated within other financing activities on the Consolidated Statements of Cash Flows.

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

The preparation of financial statements in conformity with 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 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, intangible and other long-lived 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.

The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the U.S.

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,

Table of Conte nt s

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, intangible and other long-lived 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.

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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

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The Company measures these items at fair value when they are considered to be impaired or, in certain cases, upon initial 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.

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The issuance of the Preferred Stock 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.

On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction.

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 instrument was 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.

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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.

Upon adoption of this new ASU, entities will account for a convertible debt instrument wholly as debt, and for convertible preferred

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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.

12 unchanged sentences

Refer to Footnote 6 , Debt, for additional information.

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Cash, Cash Equivalents and Restricted Cash

3 unchanged sentences

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, 2022 and December 31, 2021, restricted cash represents security deposits for subleased office space.

As of December 31, 2023 and 2022, restricted cash represents security deposits for subleased office space.

Allowance for Doubtful Accounts

3 unchanged sentences

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:

12 unchanged sentences

maintenance and repairs are expensed as incurred.

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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.

2 unchanged sentences

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 2 to 3 years .

During the years ended December 31, 2022, 2021 and 2020, the Company capitalized $ 17.2 million, $ 18.9 million (including $ 4.6 million recorded as part of the acquisition of Shareablee), and $ 15.0 million in internal-use software costs, respectively.

During the years ended December 31, 2023, 2022 and 2021, the Company capitalized $ 22.4 million, $ 17.2 million, and $ 18.9 million (including $ 4.6 million recorded as part of the acquisition of Shareablee) in internal-use software costs, respectively.

The Company depreciated $ 18.1 million, $ 15.1 million and $ 12.8 million in capitalized internal-use software costs during the years ended December 31, 2023, 2022 and 2021, respectively.

Business Combination

In December 2021, the Company and two newly formed, wholly owned subsidiaries of the Company entered into the Merger Agreement with Shareablee, pursuant to which the Company acquired Shareablee (the "Merger") as described in Footnote 3 , Business Combination .

In December 2021, the Company and two newly formed, wholly owned subsidiaries of the Company entered into an Agreement and Plan of Merger (the "Merger Agreement" or "Merger") with Shareablee, Inc.

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.

The contingent consideration is classified as a liability due to the fact it will be settled in cash or a variable number of shares of the Company's common stock, par value $ 0.001 (the "Common Stock") (or a combination thereof), and the amount of the payment is not dependent upon the fair value of the Common Stock.

The contingent consideration is classified as a liability due to the fact it will be settled in cash or a variable number of shares of Common Stock (or a combination thereof), and the amount of the payment is not dependent upon the fair value of the Common Stock.

The contingent consideration liability is measured at fair value on a recurring basis until the contingency is resolved.

1 unchanged sentence

One technique is an option pricing model within a Monte Carlo simulation that determines an average projected payment value across numerous iterations.

This technique

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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.

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 other technique is a discounted cash flow model that assumes achievement of the contractual milestones, resulting in payment of the full deferred amount.

2 unchanged sentences

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

In December 2022, the Company elected to settle the first installment of $ 3.7 million in cash.

This amount remained outstanding as of December 31, 2022 and is scheduled to be paid in the first quarter of 2023.

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

The Company settled the first installment of $ 3.7 million in cash in 2023.

In December 2023, the Company elected to settle the second installment of $ 3.7 million in cash.

This amount remained outstanding as of December 31, 2023 and is scheduled to be paid in 2024.

The Company expects to settle the remaining liability of $ 1.2 million payable in any combination of cash and Common Stock (at the Company's election) in December 2024.

The estimated fair value of the contingent consideration liability as of December 31, 2023 was $ 4.8 million.

8 unchanged sentences

These capitalized implementation costs are classified within other non-current assets in the Consolidated Balance Sheets.

As of December 31, 2022, 2021 and 2020, capitalized implementation costs, net of accumulated amortization, were $ 5.0 million, $ 6.4 million, and $ 3.2 million, respectively.

As of December 31, 2023 and 2022, capitalized implementation costs, net of accumulated amortization, were $ 3.5 million and $ 5.0 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 $ 1.4 million and $ 0.7 million of amortization expense for the years ended December 31, 2022 and 2021, respectively.

The Company recorded $ 1.4 million, $ 1.4 million, and $ 0.7 million of amortization expense for the years ended December 31, 2023, 2022 and 2021 respectively.

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 valuation of intangible assets and goodwill involves the use of management's estimates and assumptions and can have

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a significant impact on future operating results.

The Company initially records its intangible assets at fair value.

3 unchanged sentences

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 Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.

The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount, including goodwill.

If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required.

The fair value of the reporting unit is determined 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 growth projections, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macro-economic conditions.

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 charge.

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, general industry, and market and macroeconomic 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.

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 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 during the three

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months ended September 30, 2022 and year ended December 31, 2022.

As part of the annual test as of October 1, 2023, the Company performed a quantitative goodwill impairment 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 $ 34.1 million non-cash impairment charge during the quarter ended December 31, 2023.

Refer to Footnote 10 , Goodwill and Intangible Assets, for further information.

No goodwill impairment charges were recognized during the years ended December 31, 2021 and 2020.

In the second quarter of 2023, the Company performed a quantitative goodwill impairment 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 $ 44.1 million non-cash impairment charge during the quarter ended June 30, 2023.

Refer to Footnote 10 , Goodwill and Intangible Assets, for further information.

In the third quarter of 2022, the Company performed a quantitative goodwill impairment 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 during the quarter ended September 30, 2022.

No goodwill impairment charges were recognized during the year ended December 31, 2021.

Intangible assets with finite lives are generally amortized using the straight-line method over the following useful lives:

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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.

For facility lease ROU and related long-lived assets, the Company compares the estimated undiscounted cash flows generated

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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 in 2020.

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 %.

The Company performed an analysis in the third quarter of 2023 related to the abandonment of two leased office spaces, which changed the extent and manner for which the ROU assets and related long-lived assets were being used.

The Company recorded a non-cash impairment charge of $ 1.5 million related to the ROU assets during the quarter ended September 30, 2023.

The Company performed an analysis in the fourth quarter of 2022 related to the execution of a sublease for a property for which expected cash receipts were less than the disbursements for the lease.

The Company recorded a $ 0.2 million non-cash impairment charge related to the ROU asset in 2022.

The Company recorded a $ 0.2 million non-cash impairment charge related to the ROU asset in the fourth quarter of 2022.

The fair value of the ROU asset was estimated using an income approach and a discount rate of 7.4 %.

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Changes in the fair value of these instruments are recorded in other income (expense), 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.

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

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

As of December 31, 2023, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique.

The Company's lease portfolio is comprised of two major classes.

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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.

A 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 components and account for them together as a single lease component, which increases the carrying amount of the ROU assets and lease liabilities.

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and non-current finance lease obligations are aggregated in other non-current liabilities in the Consolidated Balance Sheets.

The Company recognizes interest expense on the lease liability and the ROU asset is amortized over the lease term for its finance leases.

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.

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Foreign Currency

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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.

Translation adjustments on intercompany accounts that are short term in nature are recorded as (loss) gain 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.

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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.

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variable consideration are subject to constraint based on expected recovery from the customer.

Estimates of 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.

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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 MVPDs that involve both the purchase and sale of services with a single counterparty.

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.

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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, 2022, 2021and 2020 totaled $ 3.9 million, $ 4.0 million, and $ 0.9 million, respectively.

The fair value of non-cash consideration included in revenues during the years ended December 31, 2023, 2022 and 2021

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totaled $ 4.2 million, $ 3.9 million, and $ 4.0 million, respectively.

The fair value of non-cash consideration included in cost of revenues during the years ended December 31, 2023, 2022 and 2021 totaled $ 4.3 million, $ 4.1 million and $ 3.9 million, respectively.

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These costs are included in cost of revenues and are recognized in the same manner as the corresponding performance obligation.

For the years ended December 31, 2022, 2021 and 2020, amortized and expensed contract costs were zero , $ 2.7 million and $ 1.4 million, respectively.

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For the years ended December 31, 2023 and 2022, amortized and expensed contract costs were zero .

For the year ended December 31, 2021, amortized and expensed contract costs were $ 2.7 million.

Cost of Revenues

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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.

General and Administrative

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Other Income (Expense), Net

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The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model.

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 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 requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period.

The Company issues stock options with a vesting period based solely upon the passage of time (service vesting).

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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.

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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.

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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.

The Company performs a review of its forfeiture rate assumption on an annual 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.

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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).

The Company determines the realizability of its deferred tax assets

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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.

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While it is possible that Congress may defer, modify or repeal this provision, potentially with retroactive effect, it was not deferred, modified or repealed as of December 31, 2023.

Due to the Company's federal and state net operating loss ("NOL") carryforwards, the amended provision under Section 174 only increased the Company's state cash taxes payable and reduced its cash flow from operating activities by an immaterial amount in 2022.

The capitalized R&E expenditure merely caused a reclassification between the NOL deferred tax asset and capitalized R&E deferred tax asset as of December 31, 2022.

Because the Company's deferred tax assets have a full valuation allowance against them, the amended provision under Section 174 did not impact the Company's tax rate or results of operations.

The capitalized R&E expenditures merely caused a reclassification between the NOL deferred tax asset and capitalized R&E deferred tax asset as of December 31, 2023 and 2022.

Because the Company's deferred tax assets have a full valuation allowance against them, the amended provision under Section 174 did not materially impact the Company's tax rate or results of operations.

Loss Per Share

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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.

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Basic loss per share is computed by dividing net loss available 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.

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

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(2) 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.

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 10 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 contingent consideration as of December 31, 2023 of $ 1.2 million and the $ 16.70 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on December 29, 2023.

The Company calculated a potential anti-dilutive share count based on the maximum contingent consideration as of December 31, 2022 of $ 4.9 million and the $ 23.20 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on December 30, 2022.

The impact was determined to be negligible for 2021 based on the period the liability was outstanding.

For the year ended December 31, 2022, dividends paid to holders of the Preferred Stock totaled $ 15.5 million.

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For the year ended December 31, 2023, dividends accrued to holders of the Preferred Stock totaled $ 16.3 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.

For the years ended December 31, 2022 and 2021, dividends to holders of the Preferred Stock, including those both paid and accrued, totaled $ 15.5 million and $ 12.6 million, respectively.

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.

Recent Accounting Guidance Issued But Not Adopted at December 31, 2023

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

The amendments are effective for fiscal years beginning after December 15, 2024 and early adoption is permitted.

The amendments in this update should be applied on a prospective basis.

Retroactive application is permitted.

The Company expects to adopt the new standard effective January 1, 2025 and is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures.

In November 2023, the FASB issued ASU 2023-08, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements or related disclosures, but the Company does not believe that the adoption of this standard will have a significant impact to its Consolidated Financial Statements or related disclosures.

Business Combination

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This included 397,275 shares of Common Stock that were issuable at closing, 53,104 shares of Common Stock issuable pursuant to replacement stock options and restricted stock unit awards, and 6,067 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.

In addition, certain holders of Shareablee's capital stock, warrant and equity awards were also eligible to 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 could be paid 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 would be 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.

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Fisher's issuable Common Stock and replacement stock options totaled $ 0.7 million at closing, of which $ 0.4 million was recognized immediately as stock-based compensation expense and $ 0.3 million was classified as purchase consideration.

Fisher is also eligible to receive $ 0.3 million in contingent consideration pursuant to the terms described above.

The total consideration paid or payable by the Company related to the Merger was $ 31.4 million.

Fisher was also eligible to receive $ 0.3 million in contingent consideration pursuant to the terms described above.

The total consideration paid or payable by the Company related to the Merger as of the closing date was $ 31.4 million.

A summary of the consideration is as follows:

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(1) Calculated based on 397,275 shares of Common Stock issued upon closing, an estimated 6,068 shares of Common Stock to be issued upon completion of a final working capital assessment, and the $ 62.80 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.

(2) Refer to Footnote 2 , Summary of Significant Accounting Policies, for additional information on the selected valuation technique.

The Company concluded any change in fair value between December 16, 2021 and December 31, 2021 was negligible.

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Non-current contract liabilities 605 887

Current and non-current contract assets as of December 31, 2022 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.

Current and non-current contract assets as of December 31, 2023 increased from the prior year primarily due to revenue recognition ahead of contract billings for license fees in connection with multi-year agreements that will be billed over the contract term.

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

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Cash received or amounts billed in advance and not recognized as revenue 44,349 48,705

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

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The Company expects to recognize revenue on approximately 51 % of these remaining performance obligations in 2024, and approximately 29 % in 2025, with the remainder recognized thereafter.

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Convertible Redeemable Preferred Stock and Stockholders' Equity

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("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.

The issuance of securities pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were

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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.

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

On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction.

The Transactions and related agreements include the following rights:

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

As of December 31, 2022, each share of Preferred Stock was convertible into 1.038542 shares of Common Stock, with such assumed conversion rate scheduled to return to 1.00 upon payment of accrued dividends on June 30, 2023.

Due to the Reverse Stock Split effected on December 20, 2023, the conversion factor was adjusted to 0.05 pursuant to the Certificate of Designations of the Preferred Stock.

As of December 31, 2023, each share of Preferred Stock was convertible into 0.055915 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

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.

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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 the event the annual dividends are not paid 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, 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.

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.

On June 30, 2022, in accordance with the Certificate of Designations, the Company paid cash dividends 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.

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On June 30, 2022, in accordance with the Certificate of Designations of the Preferred Stock, the Company paid cash dividends 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.

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

As of December 31, 2022, accrued dividends to holders of the Preferred Stock totaled $ 7.9 million.

At the annual meeting of stockholders of the Company held on June 15, 2023 (the "Annual Meeting"), the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations.

On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date (the "June Waivers").

Upon receipt of the June Waivers, the Company's Board elected to defer the June 30, 2023 payment.

Under the June Waivers and the Certificate of Designations, the deferred dividends would accrue and accumulate at a rate of 9.5 % per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023.

On December 26, 2023, each holder of Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023 (the "December Waivers").

Under the December Waivers and the Certificate of Designations, the deferred dividends will continue to accrue at a rate of 9.5 % per year until paid, with payment to occur on or before June 30, 2024, subject to certain conditions.

Anti-Dilution Adjustments

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Upon the issuance of the Preferred Stock, the Company adjusted the exercise price of the Series A Warrants from $ 240.00 to $ 49.438 per share, the closing price of the Transactions.

On March 15, 2023, the Company granted Common Stock awards to certain non-executive employees valued at $ 20.20 per share (the closing price of the Common Stock on March 15, 2023) under the Company's annual incentive compensation plan, resulting in a further adjustment of the Series A Warrants exercise price from $ 49.438 to $ 20.20 per share.

The estimated fair value of the Series A Warrants immediately after the exercise price adjustment on March 15, 2023 was $ 1.7 million, reflecting an increase of $ 1.0 million compared to the value as of December 31, 2022.

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.

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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.

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The estimated fair value of the warrants as of December 31, 2023 was $ 0.7 million.

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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

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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, 2022 (excluding outstanding awards) is 176,435 .

The 2013 Plan expired on June 21, 2023.

As a result, there are no shares remaining available for future equity awards under the 2013 Plan as of December 31, 2023.

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, approved an amendment and restatement of the 2018 Plan at the Company's 2020 Annual Meeting, and approved a further amendment of the 2018 Plan at the Company's 2022 Annual Meeting.

The Company's stockholders approved the 2018 Equity and Incentive Compensation Plan (the "2018 Plan") at the Company's 2018 Annual Meeting, approved an amendment and restatement of the 2018 Plan at the Company's 2020 Annual Meeting, and approved further amendments of the 2018 Plan at the Company's 2022 and 2023 Annual Meetings.

Under the 2018 Plan, as amended, the Company may grant option rights, appreciation rights, restricted stock awards, restricted stock units, performance shares and performance units up to 1,892,500 shares of Common Stock.

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Stock Options

The Company's Compensation Committee approved and awarded 948,000 and 50,000 options for the years ended December 31, 2022 and 2020 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.

The Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 47,400 options for the year ended December 31, 2022 under the 2018 Plan to employees.

No options were approved and awarded for the years ended December 31, 2023 and 2021 under the 2018 Plan.

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,

2022 2021 2020

Dividend yield (1)

0.0 % 0.0 % 0.0 %

Expected volatility (2)

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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.

(3) The Company used rates on the grant date of zero-coupon government bonds with maturities over periods covering the term of the awards.

(4) This is the period of time that the options granted are expected to remain outstanding.

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Options outstanding as of December 31, 2020 49,859 $ 196.40

Options assumed (1)

Options expired ( 10,150 ) 296.60

Options outstanding as of December 31, 2021 89,152 $ 89.00

Options granted

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Options outstanding as of December 31, 2022 114,199 $ 48.40

Options assumed (1)

Options expired ( 203,006 ) 14.83

Options outstanding as of December 31, 2021 1,783,055 $ 4.45

Options granted 948,000 2.50

Options exercised ( 150 ) 18.20

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108,663 $ 46.56 6.79 70,181 $ 45.86 5.81

2,283,987 $ 2.42 7.62 1,131,404 $ 2.59 5.96

The intrinsic value of exercised stock options is calculated based on the difference between the exercise price and the quoted market price of the Company's Common Stock as of the close of the exercise date.

The aggregate intrinsic value for options exercised was $ 0.1 million, zero and $ 0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The aggregate intrinsic value for all options exercisable was $ 0.1 million, $ 0.5 million and zero under the Company's stock plans as of December 31, 2022, 2021 and 2020, respectively.

The aggregate intrinsic value for all options outstanding was $ 0.1 million, $ 2.2 million and zero under the Company's stock plans as of December 31, 2022, 2021 and 2020, respectively.

The aggregate intrinsic value for options exercised was zero , $ 0.1 million and zero for the years ended December 31, 2023, 2022 and 2021, respectively.

The aggregate intrinsic value for all options exercisable was zero , $ 0.1 million and $ 0.5 million under the Company's stock plans as of December 31, 2023, 2022 and 2021, respectively.

The aggregate intrinsic value for all options outstanding was zero , $ 0.1 million and $ 2.2 million under the Company's stock plans as of December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, the total unrecognized compensation expense related to outstanding, but not yet exercisable, options is $ 0.8 million, which the Company expects to recognize over a weighted-average vesting period of approximately 2.4 years.

The Company's outstanding stock awards are comprised of RSUs, including time-based, performance-based and market-based RSUs.

During 2022, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 1,738,592 time-based RSUs (of which 679,304 RSUs related to the settlement of an accrued 2021 annual incentive plan liability and vested immediately) and 620,000 market-based RSUs under the 2018 Plan to employees of the Company.

During 2023, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 234,171 time-based RSUs (of which 136,525 RSUs related to the settlement of an accrued 2022 annual incentive plan liability and vested immediately) under the 2018 Plan and the 2013 Plan to employees and directors of the Company.

No market-based RSUs were awarded for the year ended December 31, 2023.

During 2022, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 86,929 time-based RSUs (of which 33,965 RSUs related to the settlement of an accrued 2021 annual incentive plan liability and vested immediately) and 31,000 market-based RSUs under the 2018 Plan to employees and directors of the Company.

The market-based RSUs vest over 10 years and are contingent on certain stock-price hurdles.

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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

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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 0.01652185 RSUs of the Company, resulting in 2,785 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).

A summary of the stock awards granted, vested and forfeited during the years ended December 31, 2023, 2022 and 2021 is presented as follows.

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Granted 229,630 62.60

Assumed 2,785 62.80

Vested ( 118,148 ) 93.60

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Granted 117,929 40.80

Assumed 55,702 3.14

Vested ( 74,656 ) 80.20

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The 2022 Amendment also replaced the Eurodollar Rate 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 %.

The 2022 Amendment also modified certain financial covenants under the Revolving Credit Agreement.

As of December 31, 2022, the Revolving Credit Agreement required 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, tested as of the last day of each fiscal quarter ending on or before December 31, 2022;

• 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.

On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Revolving Credit Agreement that modified the financial covenants set forth above, introduced a minimum liquidity covenant, and increased the Applicable Rate payable on SOFR-based loans.

Refer to Footnote 16 , Subsequent Events for additional information about the 2023 Amendment.

Finally, the 2022 Amendment modified certain financial covenants under the Revolving Credit Agreement.

On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Revolving Credit Agreement.

Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Revolving Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Revolving Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50 %.

As modified, the Revolving Credit Agreement requires the Company to maintain:

• minimum Consolidated EBITDA (as defined in the Revolving Credit Agreement) of not less than $ 22.0 million, $ 24.0 million, $ 32.0 million and $ 35.0 million for the most recently ended four fiscal quarter period, tested as of the last day of the fiscal quarters ending on March 31, June 30, September 30 and December 31, 2023, respectively;

• a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 2.0 to 1.0, tested as of the last day of each calendar month through maturity of the Revolving Credit Agreement;

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• minimum Liquidity (as defined in the Revolving Credit Agreement) of $ 28.0 million, tested as of the last business day of each calendar month through maturity of the Revolving Credit Agreement.

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.

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As of December 31, 2023, the Company had outstanding borrowings of $ 16.0 million, and issued and outstanding letters of credit of $ 3.2 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $ 20.8 million.

During the second quarter of 2023, the Company reclassified the outstanding borrowings to current liabilities from non-current liabilities as the facility matures in May 2024.

Senior Secured Convertible Notes and Financing Derivatives

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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.

The Company also issued 157,500 additional shares of Common Stock to Starboard (the "Conversion Shares"), as additional creditor consideration, which were valued at $ 9.6 million.

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 68,166 PIK Interest Shares.

The Company recorded a loss on extinguishment of the Notes of $ 9.3 million for the three months ended March 31, 2021.

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 was 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, 2022, with $ 0.3 million classified as current and no ne classified as non-current.

Remaining future cash payments related to the financing liability under the failed sale-leaseback transaction total $ 0.3 million as of December 31, 2022, and are scheduled to be paid in monthly installments through June 2023.

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Fair Value Measurements

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$ 112 $ — $ — $ 112 $ 2,455 $ — $ — $ 2,455

Warrants liability (2)

$ — $ — $ 718 $ 718 $ — $ — $ 10,520 $ 10,520

Contingent consideration liability (2)

$ — $ 4,806 $ — $ 4,806 $ — $ 8,158 $ — $ 8,158

Warrants liability (3)

— — 669 669 — — 718 718

Total $ — $ 4,806 $ 669 $ 5,475 $ — $ 8,158 $ 718 $ 8,876

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

(2) Warrants liability includes only the Series A warrants as of December 31, 2022 and 2021.

(2) 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 $ 7.1 million and $ 1.0 million, respectively, and are classified within other current and non-current liabilities in the Consolidated Balance Sheets.

The contingent consideration liability is classified as current in the Consolidated Balance Sheets as of December 31, 2023.

As of December 31, 2022, the current portion of the contingent consideration liability was $ 7.1 million.

The non-current portion of consideration liability was $ 1.0 million and is classified within other non-current liabilities in the Consolidated Balance Sheets.

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(3) Warrants liability includes only the Series A warrants as of December 31, 2023 and 2022.

Warrants liability is classified within other current liabilities on the Consolidated Balance Sheets.

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 years ended December 31, 2023 or 2022, respectively.

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, 2022 and 2021:

(In thousands) Warrants Liability Contingent Consideration Liability Financing Derivatives Interest Make-whole Derivative

Balance as of December 31, 2020 $ 2,831 $ — $ 11,300 $ 871

Total (gain) loss included in other income (expense), net (1)

7,689 — ( 1,800 ) 150

Settlement or derecognition upon extinguishment of host debt — — ( 9,500 ) ( 1,021 )

Initial recognition and measurement — 5,600 — —

The following tables present the changes in the Company's recurring Level 3 fair value measurements for the warrants liability and contingent consideration for the years ended December 31, 2023 and 2022:

(In thousands) Warrants Liability Contingent Consideration Liability

Balance as of December 31, 2021 $ 10,520 $ 5,600

Total gain included in other income (expense), net ( 9,802 ) —

( 9,802 ) — — —

Total loss recognized due to remeasurement (1)

Transfer to Level 2 (2)

— ( 7,948 ) — —

Balance as of December 31, 2022 $ 718 $ —

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

Total gain included in other income (expense), net ( 49 ) —

Balance as of December 31, 2023 $ 669 $ —

(1) The loss due to remeasurement of the contingent consideration liability was recorded in general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

(2) The transfer was due to the resolution of the contingency regarding the amount of consideration payable during the three months ended June 30, 2022.

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

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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, 2023 and 2022 that are measured at fair value on a recurring basis.

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Risk-free rate 5.3 % 4.6 %

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.

The contingent consideration liability was transferred to Level 2 in 2022 and therefore, input and weightings are not applicable as of December 31, 2022.

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 valuation of contingent consideration 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.

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

Fair Value Measurements on a Nonrecurring Basis

For the year ended December 31, 2022, the Company recorded a goodwill impairment charge of $ 46.3 million.

For the years ended December 31, 2023 and 2022, the Company recorded goodwill impairment charges of $ 78.2 million and $ 46.3 million, respectively.

Refer to Footnote 10 , Goodwill, for further details.

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Property and Equipment

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Leasehold improvements 15,571 15,456

Computer software (including software license arrangements of $ 1,365 in 2022 and $ 1,072 in 2021)

Computer software (including software license arrangements of $ 1,365 in 2023 and 2022)

Finance leases 13,113 9,918

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Of the Company's property and equipment, net, 99 % was located in the United States as of December 31, 2023 and 2022.

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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 five 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 .

The Company has finance leases for computer equipment and automobiles and operating leases for real estate.

These leases have remaining lease terms of less than one year to four 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, 2023, the weighted average remaining lease term for the Company's finance leases and operating leases was 2.1 years and 3.5 years, respectively.

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Total operating lease cost $ 8,393 $ 10,121 $ 10,640

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Lease costs, net of sublease income, are reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows:

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2025 10,149 1,256

2026 10,118 821

Thereafter — —

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Total non-current lease liabilities $ 23,003 $ 1,858

As of December 31, 2022, the Company subleases six real estate properties.

One sublease has a non-cancelable term of less than one year.

The remaining five subleases are non-cancelable and have remaining lease terms of one year to five years .

None of these subleases contain any

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options to renew or terminate the sublease agreement.

As of December 31, 2023, the Company subleases five real estate properties.

Two subleases have a non-cancelable term of less than one year .

The remaining three subleases are non-cancelable and have remaining lease terms of one year to four 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, 2023 were as follows:

(In thousands) Sublease Receipts

2028 and thereafter —

Total expected sublease receipts $ 5,620

Goodwill and Intangible Assets

The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value.

In conjunction with its annual test as of October 1, 2023, the Company performed a quantitative goodwill impairment test.

In its assessment, the Company considered the decline in revenues in 2023 which drove lower revenue growth expectations in future years.

The Company also considered the decline in the Company's stock price and market capitalization.

The fair value of the reporting unit was determined using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach.

The Company relied 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 Company's reporting unit did not pass the goodwill impairment test and as a result, the Company recorded a $ 34.1 million impairment charge in the fourth quarter of 2023.

In the second quarter of 2023, 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

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other factors.

The Company performed quantitative testing on its reporting unit using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, 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 $ 44.1 million impairment charge in the second quarter of 2023.

In 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 value approach.

The Company's reporting unit failed the goodwill impairment test and as a result, the Company recorded a $ 46.3 million impairment charge.

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.

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 in the third quarter of 2022.

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

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Balance as of December 31, 2021 $ 435,711

Goodwill recognized from acquisition 19,202

Impairment charge ( 46,300 )

Translation adjustments ( 1,438 )

Balance as of December 31, 2022 $ 387,973

Translation adjustments ( 1,438 )

Impairment charge ( 78,200 )

Translation adjustments 587

Balance as of December 31, 2023 $ 310,360

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Amortization expense related to intangible assets was $ 5.2 million, $ 27.1 million, and $ 25.0 million for the years ended December 31, 2023, 2022, and 2021, 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, 2022 and 2021.

Of the Company's definite-lived intangible assets, net, all were generated by or located in the United States as of December 31, 2023 and 2022.

The weighted-average remaining amortization period by major asset class as of December 31, 2023 is as follows:

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Intellectual property 0.7

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The estimated future amortization of intangible assets is as follows:

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Total $ 8,115

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Accrued Expenses

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The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with MVPDs and other providers for set-top box and connected (Smart) television data.

These agreements have remaining terms from one to eight years .

These agreements have remaining terms from one to seven years .

As of December 31, 2023, the total fixed payment obligations related to set-top box and connected television data agreements are $ 298.5 million and $ 30.4 million, respectively.

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Total $ 328,904

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $ 8.8 million by the end of 2023.

Contingencies

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In these cases, the Company does not establish a reserve until it can reasonably estimate the loss.

Legal fees are expensed as incurred.

Legal fees related to contingencies 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.

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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.

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Indemnification

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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.

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The components of loss before income tax provision are as follows:

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Income Tax Provision

The Company recognized income tax expense of $ 1.5 million during the year ended December 31, 2023, which is primarily comprised of current tax expense of $ 1.6 million related to foreign taxes and state taxes.

Included in tax expense is an income tax adjustment of $ 20.9 million related to the impairment of goodwill.

Also included in total tax expense is income tax expense of $ 15.1 million 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.

Income tax expense of $ 0.7 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, executive compensation and other nondeductible expenses.

These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate.

The Company recognized income tax expense of $ 1.7 million during the year ended December 31, 2022, which is primarily comprised of current tax expense of $ 2.2 million related to foreign taxes and state taxes and a deferred tax benefit of $ 0.5 million related to temporary differences between the tax treatment and GAAP accounting treatment for certain items.

Included in total tax expense is income tax benefit of $ 2.6 million for permanent differences in the book and tax treatment of nontaxable gain on fair market value adjustment of stock warrants, offset by certain nondeductible stock-based compensation and executive compensation.

Also included in the total tax expense is income tax

Also included in the total tax expense is an income tax adjustment of $ 12.7 million related to the impairment of goodwill.

Income tax expense of $ 18.5 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

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adjustment of $ 12.7 million related to the impairment of goodwill.

and certain foreign jurisdictions.

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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.

Deferred Income Taxes

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Property and equipment ( 824 ) ( 3,988 )

Intangible assets — ( 4,357 )

Subpart F income recapture ( 1,384 ) ( 1,248 )

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Net deferred tax asset $ 1,267 $ 1,155

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Tax Valuation Allowance

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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 2022 is primarily related to capitalized R&E expenditures under Section 174.

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.

The increase in the valuation allowance during 2023 is primarily due to the increase in capitalized R&E expenditures under Section 174, net of the decrease in U.S.

net operating loss carryforwards.

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.

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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.

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A summary of the deferred tax asset valuation allowance is as follows:

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Additions from continuing operations 844 17,280

Additions from acquisition accounting — 275

Reductions ( 585 ) ( 129 )

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Net Operating Loss and Credit Carryforwards

As of December 31, 2022, the Company had federal and state net operating loss carryforwards for tax purposes of $ 584.8 million and $ 1.4 billion, respectively.

These net operating loss carryforwards will begin to expire in 2031 for federal income tax purposes and 2023 for state income tax purposes.

The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward period.

As of December 31, 2022, the Company had an aggregate net operating loss carryforward for tax purposes related to its foreign subsidiaries of $ 9.8 million, which will begin to expire in 2024.

As of December 31, 2022, 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.

During 2023, the Company concluded that the Transactions triggered an ownership change on May 10, 2021, and as a result, all of its U.S.

net operating loss carryforwards are subject to an annual limitation under Section 382.

Additionally, despite the net operating loss carryforwards, the Company may have a future income tax liability due to foreign income tax or state income tax requirements.

As of December 31, 2023, the Company had U.S.

federal and state net operating loss carryforwards for tax purposes of $ 559.5 million and $ 1.5 billion, respectively.

The Company estimates that $ 456.7 million of its U.S.

federal net operating loss carryforwards are utilizable given the annual limitations under Section 382.

The Company has not yet completed its Section 382 analysis for its state net operating loss carryforwards, but it believes a portion of these will also not be utilizable due to the annual limitations under Section 382.

The Company's net operating loss carryforwards begin to expire in 2024 for federal and state income tax purposes.

The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward period.

As of December 31, 2023, the Company had an aggregate net operating loss carryforward for tax purposes related to its foreign subsidiaries of $ 10.8 million, which begins to expire in 2024.

As of December 31, 2023, the Company had research and development credit carryforwards of $ 3.2 million which begin to expire in 2024.

Foreign Undistributed Earnings

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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

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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 liability for unrecognized tax benefits, which include interest and penalties, was $ 0.6 million for the years ended December 31, 2022 and 2021.

The Company's liability for unrecognized tax benefits, which include interest and penalties, was $ 0.7 million and $ 0.6 million for the years ended December 31, 2023 and 2022, 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 is $ 2.0 million as of December 31, 2023, 2022 and 2021 and includes 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.

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The Company anticipates $ 0.2 million 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:

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Beginning balance $ 2,026 $ 2,052 $ 2,078

Increase related to tax positions of prior years

Increase related to tax positions of the current year 39 25 40

Increase related to tax positions of prior years

Decrease related to tax positions of prior years ( 7 ) ( 22 ) ( 20 )

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The Company recognizes interest and penalties related to income tax matters in income tax expense.

As of December 31, 2022 and 2021, accrued interest and penalties on unrecognized tax benefits were $ 0.2 million and $ 0.1 million, respectively.

As of December 31, 2023 and 2022, accrued interest and penalties on unrecognized tax benefits were $ 0.2 million.

The Company or one of its subsidiaries files income tax returns in the U.S.

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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 2019 or state and local tax examinations by tax authorities for years prior to 2018.

federal examinations by tax authorities for years prior to 2020 or state and local tax examinations by tax

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authorities for years prior to 2019.

The Company is no longer subject to examination by tax authorities in the Netherlands for years prior to 2017.

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Transactions with WPP

As of December 31, 2022 (based on public filings), WPP owned 11,319,363 shares of the Company's outstanding Common Stock, representing 12.3 % of the outstanding Common Stock.

As of December 31, 2023 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.9 % 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.

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Contract liabilities 1,447 1,132

Other non-current liabilities 159 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 set forth in the Certificate of Designations.

Transactions with Charter, Qurate, Liberty and Pine

Through May 15, 2023, Charter, Qurate and Pine each held 33.3 % of the outstanding shares of Preferred Stock.

On May 16, 2023, Qurate sold its Preferred Stock to Liberty, and as of December 31, 2023, Charter, Liberty and Pine each hold 33.3 % of the outstanding shares of Preferred Stock.

Charter, Liberty and Pine are entitled to convert the Preferred Stock 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 December 31, 2023 (based on public filings), Pine also owned 109,654 shares of the Company's outstanding Common Stock, representing 2.3 % 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 December 31, 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 of the Preferred Stock, 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.

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

At the Annual Meeting on June 15, 2023, the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations.

On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date.

Under the waivers and the Certificate of Designations, the deferred dividends would accrue at a rate of 9.5 % per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023.

On December 26, 2023, each holder of Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023.

Under these most recent waivers and the Certificate of Designations, the deferred dividends will continue to accrue at a rate of 9.5 % per year until paid, with payment to occur on or before June 30, 2024, subject to certain conditions.

As of December 31, 2023, Charter, Liberty and Pine each owned 27,509,203 shares of the Company's outstanding Preferred Stock.

As of December 31, 2023, total accrued dividends to the holders of Preferred Stock were $ 24.1 million.

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

On June 30, 2022, 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.

Accrued dividends to the holders of Preferred Stock as of December 31, 2022 totaled $ 7.9 million.

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

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

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million in the tenth year of the term.

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.

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.

In June 2023, the Company exchanged correspondence with counsel to Charter Operating regarding Charter Operating's compliance with certain terms of the DLA.

In response, Charter Operating denied the Company's concerns and notified the Company of alleged

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breaches of the DLA by the Company.

If either party were to terminate the DLA, all amounts then due to Charter Operating would be immediately due and payable, and Charter Operating could seek liquidated damages as set forth in the DLA.

To date, however, neither party has indicated that it intends to terminate the DLA, and the parties are discussing a resolution to the matter.

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, 2022 Year Ended December 31, 2021

Years Ended December 31,

(In thousands) 2023 2022 2021

Revenues $ 2,001 $ 2,262 $ 1,849

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

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

As of December 31,

(In thousands) 2023 2022

Accounts payable $ 10,323 $ 9,693

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Non-current portion of accrued data costs 21,908 15,471

The Company recognized revenues of $ 0.9 million and $ 0.8 million from transactions with Qurate and its affiliates in the normal course of business during the years ended December 31, 2022 and December 31, 2021, respectively, 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 years ended December 31, 2022 and December 31, 2021.

The Company recognized revenues of $ 0.9 million, $ 0.9 million and $ 0.8 million from transactions with Qurate and its affiliates in the normal course of business during the years ended December 31, 2023, 2022 and 2021, respectively, as reflected in the Consolidated Statements of Operations and Comprehensive Loss.

In 2023, the Company entered into a finance lease with a third-party vendor that is not a related party.

In conjunction with this transaction, the third-party vendor purchased equipment for $ 2.5 million from a Pine affiliate (related party).

The Company had no additional transactions with Pine for the years ended December 31, 2023 and 2022.

The Company had no transactions with Liberty for the years ended December 31, 2023 and 2022.

Transactions with Starboard

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The Notes and related financing derivatives were extinguished on March 10, 2021.

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 and $ 33.3 million during the year ended December 31, 2021 and 2020, respectively.

In connection with the extinguishment of the Notes on March 10, 2021, the Company issued 157,500 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, 2023 or 2022.

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.

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;

In addition to employee terminations, the Restructuring Plan has included the reallocation of commercial and product development resources;

reinvestment in and modernization of key technology platforms;

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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 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.

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

These costs were estimated to range between $ 10 million and $ 15 million.

The Company believes that the Restructuring Plan, including cash payments, will be substantially complete in 2024.

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The table below summarizes the balance of the restructuring liability as of December 31, 2022, which is recorded in accrued expenses in the Consolidated Balance Sheets, and the changes in the accrued amounts for the year ended December 31, 2022:

The table below summarizes the changes in the accrued amounts for the years ended December 31, 2023 and 2022 and the balance of the restructuring liability as of December 31, 2023 and 2022, which is recorded in accrued expenses in the Consolidated Balance Sheets:

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

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$ 1,288 $ — $ 1,288

Subsequent Events

On February 24, 2023, the Company entered into the 2023 Amendment to its Revolving Credit Agreement.

As modified, the Revolving Credit Agreement requires the Company to maintain:

• minimum Liquidity (as defined in the Revolving Credit Agreement) of $ 28.0 million, tested as of the last business day of each calendar month through maturity of the Revolving Credit Agreement.

Restructuring expense 5,464 770 6,234

Payments ( 5,140 ) ( 664 ) ( 5,804 )

Foreign exchange ( 88 ) — ( 88 )

Accrued balance as of December 31, 2023

$ 1,524 $ 106 $ 1,630

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data