COMSCORE, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS COMSCORE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of As of September 30, 2024 December 31, 2023 (In thousands, except share and per share data) (Unaudited) Assets Current assets: Cash and cash equivalents $ 19,996 $ 22,750 Restricted cash 189 186 Accounts receivable, net of allowances of $ 445 and $ 614 , respectively ($ 931 and $ 786 of accounts receivable attributable to related parties, respectively) 55,165 63,826 Prepaid expenses and other current assets 9,583 11,228 Total current assets 84,933 97,990 Property and equipment, net 48,856 41,574 Operating right-of-use assets 14,070 18,628 Deferred tax assets 3,484 2,588 Intangible assets, net 5,750 8,115 Goodwill 247,460 310,360 Other non-current assets 7,909 12,040 Total assets $ 412,462 $ 491,295 Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) Current liabilities: Accounts payable ($ 17,862 and $ 11,996 attributable to related parties, respectively) $ 34,277 $ 30,551 Accrued expenses ($ 5,439 and $ 3,781 attributable to related parties, respectively) 28,501 34,422 Contract liabilities ($ 754 and $ 1,784 attributable to related parties, respectively) 45,500 48,912 Revolving line of credit 10,000 16,000 Accrued dividends (related parties) 4,424 24,132 Customer advances 8,034 11,076 Current operating lease liabilities 8,417 7,982 Contingent consideration 1,191 4,806 Other current liabilities 3,815 4,680 Total current liabilities 144,159 182,561 Non-current operating lease liabilities 16,605 23,003 Non-current portion of accrued data costs ($ 24,756 and $ 21,908 attributable to related parties, respectively) 36,258 32,833 Deferred tax liabilities — 1,321 Other non-current liabilities 10,706 7,589 Total liabilities 207,728 247,307 Commitments and contingencies Convertible redeemable preferred stock, $ 0.001 par value; 100,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 95,784,903 shares and 82,527,609 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively; aggregate liquidation preference of $ 241,194 as of September 30, 2024, and $ 228,132 as of December 31, 2023 (related parties) 207,470 187,885 Stockholders' equity (deficit): Preferred stock, $ 0.001 par value; 5,000,000 shares authorized as of September 30, 2024 and December 31, 2023; no shares issued or outstanding as of September 30, 2024 or December 31, 2023 — — Common stock, $ 0.001 par value; 13,750,000 shares authorized as of September 30, 2024 and December 31, 2023; 5,228,787 shares issued and 4,890,548 shares outstanding as of September 30, 2024, and 5,093,380 shares issued and 4,755,141 shares outstanding as of December 31, 2023 5 5 Additional paid-in capital 1,713,399 1,696,612 Accumulated other comprehensive loss ( 13,282 ) ( 14,110 ) Accumulated deficit ( 1,472,874 ) ( 1,396,420 ) Treasury stock, at cost, 338,239 shares as of September 30, 2024 and December 31, 2023 ( 229,984 ) ( 229,984 ) Total stockholders' equity (deficit) ( 2,736 ) 56,103 Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit) $ 412,462 $ 491,295 See accompanying Notes to Condensed Consolidated Financial Statements. 1 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2024 2023 2024 2023 Revenues (1) $ 88,479 $ 91,000 $ 261,111 $ 276,242 Cost of revenues (1) (2) (3) 52,005 50,473 154,025 155,360 Selling and marketing (2) (3) 12,515 14,794 42,691 48,984 Research and development (2) (3) 7,272 8,083 24,412 25,792 General and administrative (2) (3) 11,116 12,928 35,663 39,776 Amortization of intangible assets 764 800 2,365 4,412 Impairment of goodwill 63,000 — 63,000 44,100 Impairment of right-of-use and long-lived assets 1,397 1,502 1,397 1,502 Restructuring 15 353 968 5,455 Total expenses from operations 148,084 88,933 324,521 325,381 (Loss) income from operations ( 59,605 ) 2,067 ( 63,410 ) ( 49,139 ) Other income, net — 628 651 425 (Loss) gain from foreign currency transactions ( 2,223 ) 1,090 ( 1,508 ) ( 544 ) Interest expense, net ( 424 ) ( 426 ) ( 1,440 ) ( 1,141 ) (Loss) income before income taxes ( 62,252 ) 3,359 ( 65,707 ) ( 50,399 ) Income tax benefit (provision) 1,622 ( 741 ) 2,315 ( 563 ) Net (loss) income $ ( 60,630 ) $ 2,618 $ ( 63,392 ) $ ( 50,962 ) Net loss available to common stockholders: Net (loss) income $ ( 60,630 ) $ 2,618 $ ( 63,392 ) $ ( 50,962 ) Convertible redeemable preferred stock dividends (1) ( 4,578 ) ( 4,286 ) ( 13,062 ) ( 11,983 ) Total net loss available to common stockholders $ ( 65,208 ) $ ( 1,668 ) $ ( 76,454 ) $ ( 62,945 ) Net loss per common share (4) : Basic and diluted $ ( 12.79 ) $ ( 0.34 ) $ ( 15.33 ) $ ( 13.15 ) Weighted-average number of shares used in per share calculation - Common Stock (4) : Basic and diluted 5,098,415 4,885,459 4,986,746 4,785,205 Comprehensive (loss) income: Net (loss) income $ ( 60,630 ) $ 2,618 $ ( 63,392 ) $ ( 50,962 ) Other comprehensive income (loss): Foreign currency cumulative translation adjustment 2,925 ( 2,267 ) 828 ( 869 ) Total comprehensive (loss) income $ ( 57,705 ) $ 351 $ ( 62,564 ) $ ( 51,831 ) (1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 9 , Related Party Transactions. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues $ 2,597 $ 2,856 $ 7,512 $ 8,802 Cost of revenues 7,364 7,178 22,964 22,251 Convertible redeemable preferred stock dividends ( 4,578 ) ( 4,286 ) ( 13,062 ) ( 11,983 ) (2) Excludes amortization of intangible assets, which is presented as a separate line item. (3) Stock-based compensation (benefit) expense is included in the line items above as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Cost of revenues $ ( 281 ) $ 113 $ 118 $ 435 Selling and marketing ( 208 ) 96 71 411 Research and development ( 193 ) 85 92 333 General and administrative 560 747 1,986 2,640 Total stock-based compensation (benefit) expense $ ( 122 ) $ 1,041 $ 2,267 $ 3,819 (4) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2 , Summary of Significant Accounting Policies . See accompanying Notes to Condensed Consolidated Financial Statements. 2 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury stock, at cost Total Stockholders' Equity (Deficit) Shares Amount Shares Amount 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 Net loss — — — — — — ( 1,054 ) — ( 1,054 ) Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,240 ) — ( 4,240 ) Restricted stock units distributed — — 7,780 — — — — — — Exercise of Common Stock options — — 33 — — — — — — Payments for taxes related to net share settlement of equity awards — — ( 2,684 ) — ( 46 ) — — — ( 46 ) Amortization of stock-based compensation — — — — 681 — — — 681 Settlement of restricted stock unit liability — — — — 1,895 — — — 1,895 Foreign currency translation adjustment — — — — — ( 1,987 ) — — ( 1,987 ) Other — — ( 39 ) — — — — — — Balance as of March 31, 2024 82,527,609 $ 187,885 4,760,231 $ 5 $ 1,699,142 $ ( 16,097 ) $ ( 1,401,714 ) $ ( 229,984 ) $ 51,352 Net loss — — — — — — ( 1,708 ) — ( 1,708 ) Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,244 ) — ( 4,244 ) Restricted stock units distributed — — 131,817 — — — — — — Payments for taxes related to net share settlement of equity awards — — ( 2,411 ) — ( 33 ) — — — ( 33 ) Amortization of stock-based compensation — — — — 580 — — — 580 Foreign currency translation adjustment — — — — — ( 110 ) — — ( 110 ) Balance as of June 30, 2024 82,527,609 $ 187,885 4,889,637 $ 5 $ 1,699,689 $ ( 16,207 ) $ ( 1,407,666 ) $ ( 229,984 ) $ 45,837 Net loss — — — — — — ( 60,630 ) — ( 60,630 ) Convertible redeemable preferred stock, net of issuance costs (1) 13,257,294 19,585 — — 13,017 — — — 13,017 Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,578 ) — ( 4,578 ) Restricted stock units distributed — — 1,277 — — — — — — Payments for taxes related to net share settlement of equity awards — — ( 366 ) — ( 2 ) — — — ( 2 ) Amortization of stock-based compensation — — — — 695 — — — 695 Foreign currency translation adjustment — — — — — 2,925 — — 2,925 Balance as of September 30, 2024 95,784,903 $ 207,470 4,890,548 $ 5 $ 1,713,399 $ ( 13,282 ) $ ( 1,472,874 ) $ ( 229,984 ) $ ( 2,736 ) 3 Table of Contents (In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock (2) Additional Paid-In Capital (2) Accumulated Other Comprehensive Loss Accumulated Deficit Treasury stock, at cost Total Stockholders' Equity Shares Amount Shares Amount Balance as of December 31, 2022 82,527,609 $ 187,885 4,605,247 $ 5 $ 1,690,870 $ ( 15,940 ) $ ( 1,300,789 ) $ ( 229,984 ) $ 144,162 Net loss — — — — — — ( 8,671 ) — ( 8,671 ) Convertible redeemable preferred stock dividends (1) — — — — — — ( 3,825 ) — ( 3,825 ) Restricted stock units distributed — — 14,301 — — — — — — Exercise of Common Stock options — — 150 — 3 — — — 3 Payments for taxes related to net share settlement of equity awards — — ( 1,722 ) — ( 48 ) — — — ( 48 ) Amortization of stock-based compensation — — — — 879 — — — 879 Settlement of restricted stock unit liability — — — — 2,761 — — — 2,761 Foreign currency translation adjustment — — — — — 1,517 — — 1,517 Balance as of March 31, 2023 82,527,609 $ 187,885 4,617,976 $ 5 $ 1,694,465 $ ( 14,423 ) $ ( 1,313,285 ) $ ( 229,984 ) $ 136,778 Net loss — — — — — — ( 44,909 ) — ( 44,909 ) Convertible redeemable preferred stock dividends (1) — — — — — — ( 3,872 ) — ( 3,872 ) Restricted stock units distributed — — 136,799 — 3 — — — 3 Payments for taxes related to net share settlement of equity awards — — ( 459 ) — ( 12 ) — — — ( 12 ) Amortization of stock-based compensation — — — — 915 — — — 915 Foreign currency translation adjustment — — — — — ( 119 ) — — ( 119 ) Balance as of June 30, 2023 82,527,609 $ 187,885 4,754,316 $ 5 $ 1,695,371 $ ( 14,542 ) $ ( 1,362,066 ) $ ( 229,984 ) $ 88,784 Net income — — — — — — 2,618 — 2,618 Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,286 ) — ( 4,286 ) Amortization of stock-based compensation — — — — 717 — — — 717 Foreign currency translation adjustment — — — — — ( 2,267 ) — — ( 2,267 ) Balance as of September 30, 2023 82,527,609 $ 187,885 4,754,316 $ 5 $ 1,696,088 $ ( 16,809 ) $ ( 1,363,734 ) $ ( 229,984 ) $ 85,566 (1) Transactions for these line items were exclusively with related parties. Refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 9 , Related Party Transactions. (2) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2 , Summary of Significant Accounting Policies . See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, (In thousands) 2024 2023 Operating activities : Net loss $ ( 63,392 ) $ ( 50,962 ) Adjustments to reconcile net loss to net cash provided by operating activities: Impairment of goodwill 63,000 44,100 Depreciation 16,194 14,613 Non-cash operating lease expense 4,031 4,196 Amortization expense of finance leases 2,691 1,268 Amortization of intangible assets 2,365 4,412 Stock-based compensation expense 2,267 3,819 Impairment of right-of-use and long-lived assets 1,397 1,502 Deferred tax benefit ( 2,182 ) ( 61 ) Other 947 1,140 Changes in operating assets and liabilities: Accounts receivable 8,399 21,899 Prepaid expenses and other assets 4,722 132 Accounts payable, accrued expenses and other liabilities 588 ( 2,779 ) Contract liabilities and customer advances ( 6,172 ) ( 7,013 ) Operating lease liabilities ( 6,715 ) ( 5,981 ) Net cash provided by operating activities 28,140 30,285 Investing activities : Capitalized internal-use software costs ( 18,189 ) ( 16,609 ) Purchases of property and equipment ( 579 ) ( 1,240 ) Net cash used in investing activities ( 18,768 ) ( 17,849 ) Financing activities : Payments of line of credit ( 6,000 ) — Contingent consideration payment at initial value ( 3,704 ) ( 1,037 ) Principal payments on finance leases ( 2,172 ) ( 1,337 ) Other ( 266 ) ( 276 ) Net cash used in financing activities ( 12,142 ) ( 2,650 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 19 25 Net (decrease) increase in cash, cash equivalents and restricted cash ( 2,751 ) 9,811 Cash, cash equivalents and restricted cash at beginning of period 22,936 20,442 Cash, cash equivalents and restricted cash at end of period $ 20,185 $ 30,253 As of September 30, 2024 2023 Cash and cash equivalents $ 19,996 $ 30,067 Restricted cash 189 186 Total cash, cash equivalents and restricted cash $ 20,185 $ 30,253 Nine Months Ended September 30, 2024 2023 Supplemental disclosures of non-cash investing and financing activities : Issuance of convertible redeemable preferred stock (related parties) (1) $ 32,771 $ — Right-of-use assets obtained in exchange for finance lease liabilities 7,861 3,048 Convertible redeemable preferred stock dividends accrued but not yet paid (related parties) 4,424 11,983 Settlement of restricted stock unit liability 1,895 2,761 Change in accounts payable and accrued expenses related to capital expenditures 799 1,170 Right-of-use assets obtained in exchange for operating lease liabilities — 1,211 (1) The preferred stock issuance was initially recognized at fair value. The Company recorded the initial fair value, net of issuance costs, of $ 19.6 million within 5 Table of Contents mezzanine equity and the remaining $ 13.0 million within additional paid-in capital on the Condensed Consolidated Balance Sheet as of September 30, 2024. Refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). See accompanying Notes to Condensed Consolidated Financial Statements. 6 Table of Contents COMSCORE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Organization comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures audiences, consumer behavior and advertising across media platforms. 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 ("CEO"), who decides how to allocate resources and assess performance. The Company has one operating segment. A single management team reports to the CODM, who manages the entire business. The Company's CODM reviews consolidated results of operations to make decisions, allocate resources and assess performance and does not evaluate the profit or loss from any separate geography or product line. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. Reclassification Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, change in fair value of warrants liability and contingent consideration have been aggregated within other operating activities on the Condensed Consolidated Statements of Cash Flows. 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 Condensed 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 quarterly report. Unaudited Interim Financial Information The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods 7 Table of Contents presented. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 10-K"). The Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2024 or thereafter. All references to September 30, 2024 and 2023 in the Notes to Condensed Consolidated Financial Statements are unaudited. Use of Estimates and Judgments in the Preparation of the Condensed 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 standalone selling price, 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, the initial fair value determination of the 2024 Preferred Stock (as defined below), and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. Goodwill 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. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company 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 respective 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 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, and general industry, market and macroeconomic conditions. In the third quarter of 2024, 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 changes in the Company's stock price, market and equity capitalization, operating results and projections. 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 $ 63.0 million non-cash impairment charge during the three and nine months ended September 30, 2024. 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 nine months ended September 30, 2023. For further information refer to Footnote 4 , Goodwill . 8 Table of Contents Recoverability of Other Long-Lived Assets The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. In the third quarter of 2024, the Company performed an analysis related to the execution of a sublease for an office space for which expected cash receipts are less than the disbursements for the primary lease. The Company recorded a $ 1.4 million non-cash impairment charge related to the ROU asset and associated leasehold improvements for the three and nine months ended September 30, 2024. The fair value of the ROU asset was estimated using an income approach and a discount rate of 9.3 %. In the third quarter of 2023, the Company performed an analysis 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 for the three and nine months ended September 30, 2023. Preferred Stock In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. (together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $ 0.001 ("Preferred Stock") described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) . 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. On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock (the "2024 Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. Shares of the 2024 Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company. In connection with the issuance of the 2024 Preferred Stock, the Company and the holders of the Preferred Stock also entered into an amendment to the Stockholders Agreement between the parties. Among other things, the amendment reduced the $ 100.0 million special dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional Preferred Stock ($ 32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current special dividend threshold is $ 47.0 million. The Preferred Stock (including the 2024 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 Condensed Consolidated Balance Sheets. 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. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of September 30, 2024 because a deemed liquidation event is not considered probable. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of September 30, 2024, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible. Other Income, Net Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations. The following is a summary of the significant components of other income, net: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Change in fair value of warrants liability $ — $ 634 $ 669 $ 407 Other — ( 6 ) ( 18 ) 18 Total other income, net $ — $ 628 $ 651 $ 425 Loss Per Share The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. 9 Table of Contents Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, warrants, stock options and restricted stock units, and contingent consideration liability to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share. The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Preferred stock (1) 4,805,301 4,441,099 4,661,642 4,285,418 Stock options and restricted stock units 280,598 290,841 301,595 296,337 Contingent consideration (2) 175,552 401,311 175,552 401,311 Warrants — 272,851 177,254 272,851 Total 5,261,451 5,406,102 5,316,043 5,255,917 (1) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Preferred Stock if they elected to convert their shares at the beginning of the period (or at the time of issuance, if later). (2) A contingent consideration liability was recognized as part of the Company's acquisition of Shareablee, Inc. ("Shareablee") in December 2021. The liability payments may be settled in any combination of cash or shares of Common Stock (at the Company's election) based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the date of each payment. Settlement of this liability in Common Stock could potentially dilute basic earnings per share in future periods. The Company paid the first installment of $ 3.7 million in cash in 2023 and the second installment of $ 3.7 million in cash in the first quarter of 2024. The Company calculated a potential anti-dilutive share count for the three and nine months ended September 30, 2024 based on the remaining expected payments totaling $ 1.2 million and the $ 6.79 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 30, 2024. The Company calculated a potential anti-dilutive share count for the three and nine months ended September 30, 2023 based on the expected payments totaling $ 4.9 million and the $ 12.20 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 29, 2023. Income Taxes The Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of its Preferred Stock transactions. Therefore, all of the Company's U.S. net operating loss carryforwards are subject to annual limitations under Section 382. The Company's deferred tax asset related to its U.S. federal net operating loss carryforwards has been revalued to reflect the amount of carryforwards that are utilizable under the Section 382 limitations; however, the same analysis for the Company's state net operating loss carryforwards has not yet been completed. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax asset related to these limited U.S. state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures. Recent Accounting Guidance Issued But Not Adopted at September 30, 2024 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 and related disclosures . 10 Table of Contents 3. Revenue Recognition The Company has one reportable segment in accordance with ASC 280, Segment Reporting ; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment. The following table presents the Company's revenue disaggregated by solution group. (In thousands) Three Months Ended September 30, Nine Months Ended September 30, By solution group: 2024 2023 2024 2023 Content & Ad Measurement Syndicated Audience $ 65,042 $ 67,946 $ 193,831 $ 207,551 Cross-Platform 10,232 7,664 26,252 22,117 Total Content & Ad Measurement 75,274 75,610 220,083 229,668 Research & Insight Solutions 13,205 15,390 41,028 46,574 Total $ 88,479 . $ 91,000 $ 261,111 $ 276,242 The following table presents the Company's revenue disaggregated by geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer. (In thousands) Three Months Ended September 30, Nine Months Ended September 30, By geographical market: 2024 2023 2024 2023 United States $ 78,846 $ 82,192 $ 233,058 $ 249,832 Europe 5,456 4,617 15,630 13,845 Latin America 1,758 1,745 5,203 5,170 Canada 1,368 1,408 4,221 4,249 Other 1,051 1,038 2,999 3,146 Total $ 88,479 $ 91,000 $ 261,111 $ 276,242 By timing of revenue recognition: Products and services transferred over time $ 77,741 $ 78,179 $ 227,416 $ 234,803 Products and services transferred at a point in time 10,738 12,821 33,695 41,439 Total $ 88,479 $ 91,000 $ 261,111 $ 276,242 Contract Balances The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers: As of As of (In thousands) September 30, 2024 December 31, 2023 Accounts receivable, net $ 55,165 $ 63,826 Current and non-current contract assets 5,267 8,833 Current contract liabilities 45,500 48,912 Current customer advances 8,034 11,076 Non-current contract liabilities 977 605 Significant changes in the current contract liabilities balance are as follows: Nine Months Ended September 30, (In thousands) 2024 2023 Revenue recognized that was included in the opening contract liabilities balance $ ( 46,807 ) $ ( 46,883 ) Cash received or amounts billed in advance and not recognized as revenue 39,728 43,651 Remaining Performance Obligations As of September 30, 2024, approximately $ 200 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year. The Company expects to recognize revenue on approximately 17 % of these remaining performance obligations during the remainder of 2024, approximately 48 % in 2025, and approximately 23 % in 2026, with the remainder recognized thereafter. 4. Goodwill 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 the third quarter of 2024, 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 changes in the 11 Table of Contents Company's stock price, market and equity capitalization, operating results and projections. 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 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 $ 63.0 million non-cash impairment charge for the three and nine months ended September 30, 2024. 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 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 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 $ 44.1 million non-cash impairment charge for the nine months ended September 30, 2023. The change in the carrying value of goodwill is as follows: (In thousands) Balance as of December 31, 2022 $ 387,973 Impairment charge ( 78,200 ) Translation adjustments 587 Balance as of December 31, 2023 310,360 Impairment charge ( 63,000 ) Translation adjustments 100 Balance as of September 30, 2024 $ 247,460 5. Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) 2021 Issuance of Preferred Stock On March 10, 2021, the Company issued and sold 82,527,609 shares of Preferred Stock in exchange for aggregate gross proceeds of $ 204.0 million. Net proceeds from the Transactions totaled $ 187.9 million after deducting issuance costs. The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5 % per annum, payable annually in arrears (on June 30 of each year) and subject to increase under certain specified circumstances. The annual dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared. In the event the annual dividends are not paid 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 March 10, 2021 and amended on July 24, 2024 (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. 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 of the Preferred Stock. 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 2023 Waivers"). Upon receipt of the June 2023 Waivers, the Company's Board elected to defer the June 30, 2023 payment. Under the June 2023 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 would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before June 30, 2024. On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024 (the "June 2024 Waivers"). In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024. Under the June 2024 Waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before July 31, 2024. 12 Table of Contents 2024 Issuance of Preferred Stock On July 24, 2024 (the "2024 Issuance Date"), the Company issued 13,257,294 shares of Preferred Stock (the "2024 Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. As of the 2024 Issuance Date, shares of 2024 Preferred Stock were convertible into 662,862 shares of the Company's Common Stock, representing an effective conversion price of $ 49.438 per share for the canceled dividend obligation. Shares of 2024 Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company, including that holders are entitled to cumulative dividends at a rate of 7.5 % per annum, payable annually in arrears and subject to increase under certain circumstances. In connection with the issuance, the Company and the holders of Preferred Stock also entered into an amendment to the Stockholders Agreement. Among other things, the amendment reduced the $ 100.0 million Special Dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the 2024 Preferred Stock ($ 32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current Special Dividend threshold is $ 47.0 million. For purposes of the Condensed Consolidated Financial Statements, the 2024 Preferred Stock issuance was deemed to be a payment of the deferred dividends in the form of Preferred Stock, and the cancellation of the deferred dividend balance constituted an extinguishment of the liability. For extinguishments of a liability, the difference between the requisition price and the net carrying amount of the liability being extinguished should be recognized as a gain or loss when the liability is extinguished. Therefore, the Company estimated the fair value using a binomial lattice model, a form of the income approach, utilizing Level 3 unobservable inputs. The Company used significant inputs and assumptions which included the price and expected volatility of the Common Stock, risk-adjusted discount rate, risk-free rate, expected term, deferred dividends and the timing and probability of a Special Dividend being called and paid as of the 2024 Issuance Date. The Company recorded the fair value of the 2024 Preferred Stock, net of issuance costs of $ 19.6 million within mezzanine equity. The remaining $ 13.0 million of the cancelled dividend balance was recognized in additional paid-in capital on the Condensed Consolidated Balance Sheet as of September 30, 2024, because gains in transactions with related parties are recognized as equity contributions. The Preferred Stock (including the 2024 Preferred Stock) is convertible at the option of the holders at any time into a number of shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock. The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. 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 September 30, 2024, each share of Preferred Stock (including each share of 2024 Preferred Stock) was convertible into 0.050934 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends. As of September 30, 2024, no shares of Preferred Stock had been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 4.4 million. 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI Investments, Inc. ("CVI"), pursuant to which CVI agreed to purchase (i) 136,425 shares of Common Stock (the "Initial Shares"), at a price of $ 146.60 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $ 20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired in 2020. The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 136,425 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares that were issuable under the Series A Warrants was increased by 136,425 . The Series A Warrants were exercisable by the holders for a period of five years from the CVI Closing Date and were exercisable into 272,851 shares of Common Stock, which was equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described above), at an adjusted exercise price equal to $ 15.83 . The Series A Warrants expired on June 26, 2024. 6. Debt Revolving Credit Agreement On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Revolving Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent (in such capacity, the "Agent"), and the lenders from time to time party thereto. The Revolving Credit Agreement had an original borrowing capacity equal to $ 25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Revolving Credit Agreement) that was based on LIBOR. The Company could also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $ 5.0 million, which would reduce the amount of available borrowings by the amount of such issued and outstanding letters of credit. The facility originally had a maturity of three years from the closing date of the agreement. On February 25, 2022, the Company entered into an amendment (the "2022 Amendment") to the Revolving Credit Agreement to expand its aggregate borrowing capacity from $ 25.0 million to $ 40.0 million. The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based 13 Table of Contents 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 %. 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 %. On May 3, 2024, the Company entered into a third amendment (the "May 2024 Amendment") to the Revolving Credit Agreement. Among other things, the May 2024 Amendment (i) extended the maturity date of the facility from May 5, 2024 to November 5, 2024; (ii) reduced the Company's aggregate borrowing capacity under the facility from $ 40.0 million to $ 25.0 million; (iii) increased the Applicable Rate payable on SOFR-based loans to 4.50 %; (iv) increased the minimum Consolidated Asset Coverage Ratio covenant and decreased the minimum liquidity covenant; (v) limited certain Restricted Payments (as defined in the Revolving Credit Agreement) with respect to the Company's equity interests; (vi) required a repayment of $ 6.0 million to reduce the principal amount outstanding under the Revolving Credit Agreement; (vii) updated certain defined terms in the Revolving Credit Agreement to reflect the May 2023 transfer of shares of Preferred Stock from Qurate to Liberty; and (viii) provided for certain amendment fees, including a fee of 2.0 % of aggregate commitments due on the maturity date (November 5, 2024) unless all obligations were paid in full prior to such date. As of September 30, 2024, the Revolving Credit Agreement required the Company to maintain: • a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 2.5 to 1.0, tested as of the last day of each calendar month from and after the calendar month ending May 31, 2024; • 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, 2024; and • minimum Liquidity (as defined in the Revolving Credit Agreement) of $ 22.0 million, tested as of the last business day of each calendar month from and after the calendar month ending March 31, 2024. The Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness or liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates. The Revolving Credit Agreement is also subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the Agent or the Required Lenders may accelerate any amounts outstanding and terminate lender commitments. The Company was in compliance with the covenants under the Revolving Credit Agreement as of September 30, 2024. The Revolving Credit Agreement is guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Revolving Credit Agreement)) and is secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions. As of September 30, 2024, the Company had outstanding borrowings of $ 10.0 million, and issued and outstanding letters of credit of $ 3.2 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $ 11.8 million. The outstanding borrowings are classified within current liabilities based on the maturity date of the facility. On November 1, 2024, the Company repaid the outstanding borrowings under the Revolving Credit Agreement. On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Revolving Credit Agreement. Among other things, the November 2024 Amendment extended the maturity date with respect to the outstanding letters of credit and reduced the aggregate commitments to equal the outstanding letters of credit ($ 3.2 million). For additional information about the November 2024 Amendment, refer to Footnote 12 , Subsequent Events . 7. Fair Value Measurements The Company's financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets on a recurring basis consist of the following: As of As of September 30, 2024 December 31, 2023 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability (1) $ — $ 1,191 $ — $ 1,191 $ — $ 4,806 $ — $ 4,806 Warrants liability (2) — — — — — — 669 669 Total liabilities $ — $ 1,191 $ — $ 1,191 $ — $ 4,806 $ 669 $ 5,475 (1) The fair value of this liability as of September 30, 2024 and December 31, 2023 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date. The contingent consideration liability is classified as current on the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023. 14 Table of Contents (2) The fair value of this liability was derived from a technique which utilized inputs, certain of which were significant and unobservable, that resulted in classification as a Level 3 fair value measurement. Warrants liability included only the Series A warrants as of December 31, 2023. Warrants liability was classified within other current liabilities on the Condensed Consolidated Balance Sheets. The Series A Warrants expired on June 26, 2024 and there are no warrants outstanding as of September 30, 2024. There were no changes to the Company's valuation techniques or methodologies during the three and nine months ended September 30, 2024 and 2023. The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2024 and 2023, respectively: (In thousands) Warrants Liability Balance as of December 31, 2023 $ 669 Total gain recognized due to remeasurement and expiration of warrants (1) ( 669 ) Balance as of September 30, 2024 $ — (1) The gain due to remeasurement and expiration of warrants was recorded in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Series A warrants expired unexercised on June 26, 2024. (In thousands) Warrants Liability Balance as of December 31, 2022 $ 718 Total gain recognized due to remeasurement (1) ( 407 ) Balance as of September 30, 2023 $ 311 (1) The gain due to remeasurement of the warrants liability was recorded in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The following table displays the valuation technique and the significant inputs, certain of which were unobservable, for the Company's Level 3 liabilities that existed as of December 31, 2023: Fair Value Measurements Significant Valuation Technique Significant Valuation Inputs December 31, 2023 Warrants liability Option pricing Stock price $ 16.70 Exercise price $ 20.20 Volatility 75.0 % Term 0.49 years Risk-free rate 5.3 % The primary sensitivities in the valuation of the warrants liability were 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 The Company recorded a non-cash goodwill impairment charge of $ 63.0 million for the three and nine months ended September 30, 2024 and $ 44.1 million for the nine months ended September 30, 2023. Refer to Footnote 4 , Goodwill for further details. The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges. The Company recorded the 2024 Preferred Stock of $ 19.6 million within mezzanine equity and $ 13.0 million within additional paid-in capital as of September 30, 2024, which was based on the calculated fair value net of issuance costs. Refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) for further details. The initial measurement of the 2024 Preferred Stock issuance is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a binomial lattice model, a form of the income approach, to determine the fair value of the 2024 Preferred Stock at the 2024 Issuance Date. The Company used significant inputs and assumptions which included the price and expected volatility of the Common Stock, risk-adjusted discount rate, risk-free rate, expected term, deferred dividends and the timing and probability of a Special Dividend being called and paid as of the 2024 Issuance Date. 15 Table of Contents 8. Accrued Expenses As of As of (In thousands) September 30, 2024 December 31, 2023 Accrued data costs $ 17,543 $ 15,529 Payroll and payroll-related 6,519 10,604 Professional fees 1,507 2,203 Restructuring accrual 551 1,630 Other 2,381 4,456 Total accrued expenses $ 28,501 $ 34,422 9. Related Party Transactions Transactions with WPP As of September 30, 2024 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.6 % of the outstanding Common Stock. The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts. The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, are as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Revenues $ 1,789 $ 2,048 $ 5,051 $ 6,472 Cost of revenues 2,240 2,199 6,627 7,322 The Company has the following balances related to transactions with WPP, as reflected in the Condensed Consolidated Balance Sheets: As of As of (In thousands) September 30, 2024 December 31, 2023 Assets Accounts receivable, net $ 705 $ 525 Liabilities Accounts payable $ 1,983 $ 1,673 Accrued expenses 333 399 Contract liabilities 430 1,447 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 September 30, 2024, 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 September 30, 2024 (based on public filings), Pine also owned 109,654 shares of the Company's outstanding Common Stock, representing 2.2 % of the outstanding Common Stock. 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. 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 the December Waivers and the Certificate of Designations, the deferred dividends would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before June 30, 2024. On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024. In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024. Under the June 2024 Waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before July 31, 2024, subject to certain conditions. 16 Table of Contents On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. For further information refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) . As of September 30, 2024 and December 31, 2023, Charter, Liberty and Pine each owned 31,928,301 and 27,509,203 shares of Preferred Stock, respectively. Accrued dividends to the holders of Preferred Stock as of September 30, 2024 and December 31, 2023 were $ 4.4 million and $ 24.1 million, respectively. Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter. Under the DLA, Charter Operating will bill the Company for license fees according to a payment schedule that gradually increases from $ 10.0 million in the first year of the term to $ 32.3 million in the tenth year of the term. The Company recognizes expense for the license fees ratably over the term. On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company received 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 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 Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, are detailed below: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Revenues $ 501 $ 501 $ 1,543 $ 1,500 Cost of revenues 5,124 4,979 16,337 14,929 The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Balance Sheets: As of As of (In thousands) September 30, 2024 December 31, 2023 Accounts payable $ 15,879 $ 10,323 Accrued expenses 5,106 3,382 Non-current portion of accrued data costs 24,756 21,908 The Company had no transactions with Pine and Liberty, other than the 2024 Preferred Stock issuance for the three and nine months ended September 30, 2024. In the third quarter of 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 and no transactions with Liberty for the three and nine months ended September 30, 2023. The Company recognized revenues of $ 0.2 million during the three months ended September 30, 2024 and 2023, and $ 0.6 million during the nine months ended September 30, 2024 and 2023 from transactions with Qurate and its affiliates in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. 10. 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 has included the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce the Company's data center footprint; and reduction of other operating expenses, including software and facility costs. 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. 17 Table of Contents The following table summarizes costs incurred related to the Restructuring Plan for the three and nine months ended September 30, 2024 and 2023. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2024 2023 2024 2023 Severance and related costs $ ( 38 ) $ 170 $ 788 $ 4,831 Other 53 183 180 624 Total restructuring $ 15 $ 353 $ 968 $ 5,455 The table below summarizes the balance of restructuring liability as of September 30, 2024 and December 31, 2023, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets: (In thousands) Severance and Related Costs Other Total Restructuring Balance as of December 31, 2023 $ 1,524 $ 106 $ 1,630 Restructuring expense 788 180 968 Payments ( 2,124 ) ( 97 ) ( 2,221 ) Other 345 ( 171 ) 174 Balance as of September 30, 2024 $ 533 $ 18 $ 551 11. Commitments and Contingencies Commitments The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with multichannel video programming distributors ("MVPDs") and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms of less than one year to seven years . As of September 30, 2024, the total fixed payment obligations related to set-top box and connected television data agreements are $ 294.9 million and $ 25.4 million, respectively. The information set forth below summarizes the contractual obligations, by year, as of September 30, 2024: (In thousands) 2024 (remaining) $ 14,340 2025 56,155 2026 60,522 2027 48,641 2028 40,659 Thereafter 99,971 Total $ 320,288 Contingencies The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees 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. Current Matters The Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have a material effect on the Company because of defense costs, diversion of management resources and other factors. Indemnification The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its directors and officers, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by 18 Table of Contents reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification. Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations. 12. Subsequent Events On November 1, 2024, the Company repaid the outstanding principal balance of $ 10.0 million under the Revolving Credit Agreement. On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Revolving Credit Agreement to extend the maturity date with respect to the outstanding letters of credit under the facility to January 31, 2025. The November 2024 Amendment reduced the aggregate lender commitments under the Revolving Credit Agreement to equal the outstanding letters of credit (totaling $ 3.2 million) and limited the purpose of, and use of proceeds under, the Revolving Credit Agreement to the issuance of letters of credit. Additionally, the November 2024 Amendment terminated the following financial covenants: (i) the minimum Consolidated Fixed Charge Coverage Ratio, (ii) the minimum Consolidated Asset Coverage Ratio, and (iii) the minimum Liquidity requirement, each as defined in the Revolving Credit Agreement. The November 2024 Amendment maintained the same non-financial covenants, security interest and interest rate as in effect immediately prior to the November 2024 Amendment, each as described in Footnote 6 , Debt . Finally, the November 2024 Amendment provided for certain amendment fees, including a fee of $ 250,000 due on the new maturity date (January 31, 2025) unless all letters of credit are terminated or cash collateralized on or prior to such date. 19 Table of Contents