What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-06 compared with 2024-03-12 · 211 added, 197 removed, 303 unchanged (57% of the section changed)

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We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms.

We create our products using a global data platform that combines information on digital platforms (connected (Smart) televisions, mobile devices, tablets and computers), TV, direct to consumer applications and movie screens with demographics and other descriptive information.

We create our products using a global data platform that combines information on digital platforms (connected televisions, mobile devices, tablets and computers), televisions, direct to consumer applications and movie screens with demographics and other descriptive information.

We have developed proprietary data science that enables measurement of person-level and household-level audiences, removing duplicated viewing across devices and over time.

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Impairment of goodwill 63,000 17.7 % 78,200 21.0 % 46,300 12.3 %

Restructuring 6,234 1.7 % 5,810 1.5 % — — %

Impairment of right-of-use and long-lived assets 1,397 0.4 % 1,502 0.4 % 156 — %

Restructuring 1,027 0.3 % 6,234 1.7 % 5,810 1.5 %

Total expenses from operations 415,556 116.7 % 444,944 119.8 % 451,296 119.9 %

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Interest expense, net (1,883) (0.5) % (1,445) (0.4) % (915) (0.2) %

Other income (expense), net 42 — % 9,785 2.6 % (5,778) (1.6) %

(Loss) gain from foreign currency transactions (2,824) (0.8) % 1,166 0.3 % 2,895 0.8 %

Loss on extinguishment of debt — — % — — % (9,629) (2.6) %

Other income, net 651 0.2 % 42 — % 9,785 2.6 %

Gain (loss) from foreign currency transactions 1,417 0.4 % (2,824) (0.8) % 1,166 0.3 %

Loss before income taxes (59,324) (16.7) % (77,828) (21.0) % (64,837) (17.2) %

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Net loss $ (60,248) (16.9) % $ (79,361) (21.4) % $ (66,561) (17.7) %

Our products and services are organized around solution groups that address customer needs.

Accordingly, we evaluate revenues around two solution groups:

• Digital Ad Solutions provide measurement of the behavior and characteristics of audiences across digital platforms, including computers, tablets, mobile and other connected devices.

This solution group also includes custom offerings that provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns and brand protection across digital platforms, including transactional outcome-based measurement driven by our Activation and CCR products.

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• Cross Platform Solutions provide measurement of content and advertising audiences across local, national and addressable television, including consumption through connected (Smart) televisions, and are designed to help customers find the most relevant viewing audience whether that viewing is linear, non-linear, online or on-demand.

This solution group also includes custom offerings that provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns across platforms.

In addition, this solution group includes products that measure movie viewership and box office results by capturing movie ticket sales in real time or near real time and includes box office analytics, trend analysis and insights for movie studios and movie theater operators worldwide.

We categorize our revenue along these solution groups;

Our products and services are organized around two solution groups:

• Content & Ad Measurement represents the measurement portion of our business - measuring audiences across content and advertisements for linear TV, CTV, desktops, laptops, tablets and mobile devices.

Product offerings reported in this solution group include our legacy subscription-based syndicated offerings that measure audiences for linear TV (national and local), digital and streaming, as well as theatrical box office receipts.

Also included in this solution group are our transaction-based cross-platform products, Proximic by Comscore ("Proximic"), our Activation solution suite, and Comscore Campaign Ratings ("CCR").

These syndicated and cross-platform products are used as currency to plan and execute ad campaigns, measure the outcome of ad campaigns, optimize ad campaigns that are in-flight, activate programmatic campaigns, and make content easier for programmatic advertisers to reach.

• Research & Insight Solutions represents the custom solutions we provide that are tailored to our clients' specific needs.

These offerings include custom TV, digital and cross-platform data feeds, as well as other data integrations.

They also include our survey business, our Consumer Brand Health business, and other bespoke research, data and insight deliverables that help our clients better understand their business, competitive landscape, clients and market.

We categorize our revenue along these two solution groups;

however, our cost structure is tracked at the corporate level and not by our solution groups.

These costs include, but are not limited to, employee costs, purchased data, operational overhead, data storage and technology that supports multiple solution groups.

These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supports multiple solution groups.

Revenues for the years ended December 31, 2024 and 2023 are as follows:

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(In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance

Digital Ad Solutions $ 208,833 56.2 % $ 212,510 56.5 % $ (3,677) (1.7) %

Cross Platform Solutions 162,510 43.8 % 163,913 43.5 % (1,403) (0.9) %

Total revenues $ 371,343 100.0 % $ 376,423 100.0 % $ (5,080) (1.3) %

Content & Ad Measurement

Syndicated Audience $ 260,654 73.2 % $ 276,101 74.4 % $ (15,447) (5.6) %

Cross-Platform 40,470 11.4 % 33,803 9.1 % 6,667 19.7 %

Total Content & Ad Measurement 301,124 84.6 % 309,904 83.5 % (8,780) (2.8) %

Research & Insight Solutions 54,923 15.4 % 61,439 16.5 % (6,516) (10.6) %

Total $ 356,047 100.0 % $ 371,343 100.0 % $ (15,296) (4.1) %

Total revenues decreased by $15.3 million, or 4.1%, for the year ended December 31, 2024 as compared to 2023.

Digital Ad Solutions revenue decreased primarily due to lower revenue from our syndicated digital products driven by lower renewals and lower deliveries of certain custom digital products.

These decreases were partially offset by an increase in Activation and CCR revenue driven by higher usage from multiple customers.

We believe that macroeconomic factors (including inflation, interest rates and supply chain disruptions) continued to cause reductions and delays in advertising expenditures in 2023, which impacted demand for certain digital products.

Cross Platform Solutions revenue decreased primarily due to lower national TV revenue from lower renewals and a one-time custom deliverable in the first quarter of 2022.

These decreases were partially offset by increases in revenue from local TV and movies due to higher renewals and new business.

Content & Ad Measurement revenue decreased due to lower revenue from our Syndicated Audience offerings, primarily related to lower renewals of our national TV and syndicated digital products, as well as lower variable cloud computing and processing reimbursements for certain custom TV data set deliveries.

This decrease was partially offset by an increase in Cross-Platform revenue driven by increased usage of our Proximic products.

Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.

Revenues for the years ended December 31, 2023 and 2022 are as follows:

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(In thousands) 2023 % of Revenue 2022 % of Revenue $ Variance % Variance

Digital Ad Solutions $ 212,510 56.5 % $ 221,979 60.5 % $ (9,469) (4.3) %

Cross Platform Solutions 163,913 43.5 % 145,034 39.5 % 18,879 13.0 %

Total revenues $ 376,423 100.0 % $ 367,013 100.0 % $ 9,410 2.6 %

Total revenues increased by $9.4 million, or 2.6%, for the year ended December 31, 2022 as compared to 2021.

Digital Ad Solutions revenue decreased primarily due to lower usage of our Activation product as well as a decline in our syndicated digital products and custom digital deliveries.

Additionally, we recognized $2.4 million in license revenue under a multi-year contract in 2021 (related to delivery of our digital measurement products in Europe) that did not recur in 2022.

Cross Platform Solutions revenue increased primarily due to higher TV revenues from new partnerships, higher contract values from renewals and increased agency adoption.

In addition, we recognized $4.1 million more revenue related to cost reimbursements of cloud computing and processing costs attributable to certain custom TV data set deliveries during 2022 compared to 2021.

Our movies revenue increased due to the continued return of consumers to theaters in markets worldwide in 2022.

Content & Ad Measurement

Syndicated Audience $ 276,101 74.4 % $ 282,238 75.0 % $ (6,137) (2.2) %

Cross-Platform 33,803 9.1 % 25,241 6.7 % 8,562 33.9 %

Total Content & Ad Measurement 309,904 83.5 % 307,479 81.7 % 2,425 0.8 %

Research & Insight Solutions 61,439 16.5 % 68,944 18.3 % (7,505) (10.9) %

Total $ 371,343 100.0 % $ 376,423 100.0 % $ (5,080) (1.3) %

Total revenues decreased by $5.1 million, or 1.3%, for the year ended December 31, 2023 as compared to 2022.

Content & Ad Measurement revenue increased due to higher revenue from our Cross-Platform offerings, driven by increased usage of our Proximic and CCR products, along with increases in local TV and movies revenue due to higher renewals and new business.

This was offset by a decrease in Syndicated Audience revenue, primarily related to lower renewals of our national TV and syndicated digital products and a one-time custom deliverable in the first quarter of 2022.

Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.

Revenues by Geographic Location

Revenue from outside of the United States was $37.7 million, $35.6 million and $38.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.

revenue declined in 2023 primarily due to a decline in revenue from our syndicated digital products.

revenue increased in 2024 primarily due to an increase in revenue from our Syndicated Audience offerings.

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We generate the majority of our revenues from the sale and delivery of our products within the United States.

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We expect our non-U.S.

revenues to continue to decline as a percentage of our total revenues as a result of relative growth in our domestic product offerings.

WPP Related Party Revenue

We provide WPP plc ("WPP") and its affiliates, in the normal course of business, services relating to our different product lines and receive various services from WPP and its affiliates in supporting our data collection efforts.

For the years ended December 31, 2023, 2022, and 2021, related party revenues with WPP and its affiliates were $8.3 million, $11.7 million and $13.6 million, respectively.

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revenues to decline as a percentage of our total revenues as a result of relative growth in our domestic product offerings.

Cost of Revenues

Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, the recruitment, maintenance and support of our consumer panels and amortization of capitalized fulfillment costs.

Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, and the recruitment, maintenance and support of our consumer panels.

These expenses include employee costs for salaries, benefits, stock-based compensation and other related personnel costs of network operations, survey operations, custom analytics and technical support, all of which are expensed as they are incurred.

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Panel costs 13,262 3.7 % 13,370 3.6 % (108) (0.8) %

Professional fees 7,734 2.1 % 5,954 1.6 % 1,780 29.9 %

Royalties and resellers 6,506 1.8 % 4,095 1.1 % 2,411 58.9 %

Sample and survey costs 6,286 1.8 % 6,452 1.7 % (166) (2.6) %

Professional fees 6,234 1.8 % 7,734 2.1 % (1,500) (19.4) %

Technology 4,374 1.2 % 4,114 1.1 % 260 6.3 %

Royalties and resellers 4,095 1.1 % 3,534 0.9 % 561 15.9 %

Other 1,050 0.3 % 1,027 0.3 % 23 2.2 %

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Cost of revenues increased by $3.1 million, or 1.5%, for the year ended December 31, 2024 as compared to 2023.

Lease expense and depreciation increased due to higher depreciation primarily driven by an increase in capitalized internal-use software costs.

Professional fees increased primarily due to an increase in consulting services related to our transformation initiatives.

Systems and bandwidth costs increased primarily due to cloud computing and processing costs attributable to certain custom TV data set deliveries.

Data costs increased primarily due to an amendment to our data licensing agreement with Charter Communications, which resulted in a credit of $4.5 million recognized in 2022 compared to a credit of $2.5 million recognized in 2023.

Employee costs decreased primarily due to an increase in employee compensation capitalized in 2023 related to capitalized software projects as we are allocating more resources to product development, as well as a decrease in employee headcount related to our restructuring plan.

Panel costs decreased primarily due to lower recruitment and support costs for our desktop and mobile panels.

Data costs increased primarily due to higher data licensing costs to expand our data footprint and data rights, as well as a credit of $2.5 million recognized in 2023 under the data licensing agreement with Charter Communications which did not recur in 2024.

Lease expense and depreciation increased primarily due to higher depreciation driven by an increase in capitalized internal-use software and finance leases.

Royalties and resellers costs increased primarily due to increased sales for products in which we pay royalties.

Employee costs increased primarily due to a shift in headcount toward supporting our products.

These increases were primarily offset by a decrease in systems and bandwidth costs primarily due to lower cloud computing and processing costs attributable to certain custom TV data set deliveries.

Professional fees decreased primarily due to a change in cost allocation to better align costs with the services provided.

Cost of revenues for the years ended December 31, 2023 and 2022 are as follows:

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Panel costs 13,370 3.6 % 15,747 4.2 % (2,377) (15.1) %

Sample and survey costs 7,013 1.9 % 7,008 1.9 % 5 0.1 %

Professional fees 7,734 2.1 % 5,954 1.6 % 1,780 29.9 %

Sample and survey costs 6,452 1.7 % 7,013 1.9 % (561) (8.0) %

Technology 4,114 1.1 % 4,701 1.2 % (587) (12.5) %

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Cost of revenues increased by $0.3 million, or 0.1%, for the year ended December 31, 2023 as compared to 2022.

Systems and bandwidth costs increased primarily due to cloud computing and processing costs attributable to certain custom TV data set deliveries, including $4.1 million that was recognized as revenue in 2022 as described above.

Lease expense and depreciation increased due to higher depreciation primarily driven by the addition of capitalized internal-use software costs as a result of our acquisition of Shareablee in 2021.

These increases were offset by a decrease in data costs primarily due to the amendment of our data licensing agreement with Charter Communications, which resulted in a credit of $4.5 million recognized in 2022.

Additionally, other expenses decreased primarily due to higher contract fulfillment costs associated with the delivery of our cross-platform products in Europe in 2021.

Lease expense and depreciation increased due to higher depreciation primarily driven by an increase in capitalized internal-use software costs.

Professional fees

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increased primarily due to an increase in consulting services related to our transformation initiatives.

Systems and bandwidth costs increased primarily due to cloud computing and processing costs attributable to certain custom TV data set deliveries.

Employee costs decreased primarily due to an increase in employee compensation capitalized in 2023 related to capitalized software projects as we allocated more resources to product development, as well as a decrease in employee headcount related to our restructuring plan.

Panel costs decreased primarily due to lower recruitment and support costs for our desktop and mobile panels.

Selling and Marketing

Selling and marketing expenses consist primarily of employee costs, including salaries, benefits, commissions, stock-based compensation and other related costs for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, industry conferences, promotional materials, public relations, other sales and marketing programs and allocated overhead, which is comprised of lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.

Selling and marketing expenses consist primarily of employee costs, including salaries, benefits, commissions, stock-based compensation and other related costs for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, industry conferences, promotional materials, public relations, other sales and marketing programs and allocated overhead, lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.

Selling and marketing expenses for the years ended December 31, 2024 and 2023 are as follows:

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Technology 3,188 0.9 % 3,149 0.8 % 39 1.2 %

Professional fees 3,120 0.8 % 2,464 0.7 % 656 26.6 %

Lease expense and depreciation 2,820 0.8 % 3,106 0.9 % (286) (9.2) %

Marketing and advertising 2,685 0.8 % 2,155 0.6 % 530 24.6 %

Professional fees 2,550 0.7 % 3,120 0.8 % (570) (18.3) %

Other 1,707 0.5 % 1,455 0.4 % 252 17.3 %

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Selling and marketing expenses decreased by $5.7 million, or 9.0%, for the year ended December 31, 2024 as compared to 2023.

Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and lower commissions.

Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in commissions.

Selling and marketing expenses for the years ended December 31, 2023 and 2022 are as follows:

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Employee costs $ 50,337 13.6 % $ 55,416 14.7 % $ (5,079) (9.2) %

Lease expense and depreciation 3,849 1.0 % 4,217 1.1 % (368) (8.7) %

Technology 3,149 0.8 % 3,360 0.9 % (211) (6.3) %

Professional fees 3,120 0.8 % 2,464 0.7 % 656 26.6 %

Lease expense and depreciation 3,106 0.9 % 3,849 1.0 % (743) (19.3) %

Marketing and advertising 2,155 0.6 % 1,751 0.5 % 404 23.1 %

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Total selling and marketing expenses $ 63,322 17.1 % $ 68,453 18.2 % $ (5,131) (7.5) %

Selling and marketing expenses increased by $1.5 million, or 2.3%, for the year ended December 31, 2022 as compared to 2021.

Marketing and advertising expense increased primarily due to increased participation in marketing events during 2022.

Selling and marketing expenses decreased by $5.1 million, or 7.5%, for the year ended December 31, 2023 as compared to 2022.

Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in commissions.

Research and Development

Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products and third-party data costs and allocated overhead, which is comprised of lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.

Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products and third-party data costs and allocated overhead, lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.

Research and development expenses for the years ended December 31, 2024 and 2023 are as follows:

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Technology 3,117 0.9 % 3,367 0.9 % (250) (7.4) %

Lease expense and depreciation 2,523 0.7 % 2,783 0.7 % (260) (9.3) %

Professional fees 2,425 0.7 % 640 0.2 % 1,785 278.9 %

Lease expense and depreciation 2,236 0.6 % 2,523 0.7 % (287) (11.4) %

Other 463 0.1 % 543 0.1 % (80) (14.7) %

Total research and development expenses $ 33,066 9.3 % $ 33,701 9.1 % $ (635) (1.9) %

Research and development expenses decreased by $3.3 million, or 8.9%, for the year ended December 31, 2023 as compared to 2022.

Employee costs decreased primarily due to an increase in employee compensation capitalized in 2023 in relation to capitalized software projects as we are allocating more resources to product development, as well as a decrease in employee headcount related to our restructuring plan.

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Research and development expenses decreased by $0.6 million, or 1.9%, for the year ended December 31, 2024 as compared to 2023.

Employee costs decreased primarily due to a shift in headcount toward supporting our products.

This decrease was offset by an increase in professional fees primarily due to a change in cost allocation to better align costs with the services provided.

Research and development expenses for the years ended December 31, 2023 and 2022 are as follows:

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Research and development expenses decreased by $3.3 million, or 8.9%, for the year ended December 31, 2023 as compared to 2022.

Lease and depreciation expense decreased primarily due to lower rent as we reduced our office footprint.

Professional fees decreased primarily due to a decrease in consulting services.

Technology expenses decreased due to decreases in various license and maintenance agreements compared to 2021.

Employee costs decreased primarily due to an increase in employee compensation capitalized in 2023 in relation to capitalized software projects as we allocated more resources to product development, as well as a decrease in employee headcount related to our restructuring plan.

General and Administrative

General and administrative expenses consist primarily of employee costs including salaries, benefits, stock-based compensation and other related costs, and related expenses for executive management, finance, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, which is comprised of lease expense and other facilities-related costs, depreciation expense related to general purpose equipment and software, amortization of cloud-computing implementation costs, changes in the fair value of our contingent consideration liability, Board of Directors compensation and expenses incurred for other general corporate purposes.

General and administrative expenses consist primarily of employee costs including salaries, benefits, stock-based compensation and other related costs, and related expenses for executive management, finance, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, lease expense and other facilities-related costs, depreciation expense related to general purpose equipment and software, amortization of cloud-computing implementation costs, changes in the fair value of our contingent consideration liability, Board of Directors compensation and expenses incurred for other general corporate purposes.

General and administrative expenses for the years ended December 31, 2024 and 2023 are as follows:

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General and administrative expenses decreased by $3.5 million, or 6.9%, for the year ended December 31, 2024 as compared to 2023.

Employee costs decreased primarily due to lower stock-based compensation expense in 2023 and severance expense related to the retirement of our former CEO which was recognized in 2022.

Other expense decreased primarily due to change in fair value of the contingent consideration recognized as part of our acquisition of Shareablee in 2021, as described in Footnote 2 , Summary of Significant Accounting Policies .

In addition, Other expense decreased due to lower recruiting expense and operating tax expense.

Professional fees decreased primarily due to a decrease in audit fees.

Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in employee bonus expense.

Professional fees decreased primarily due to a decrease in corporate insurance costs.

General and administrative expenses for the years ended December 31, 2023 and 2022 are as follows:

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General and administrative expenses decreased by $10.0 million, or 16.4%, for the year ended December 31, 2023 as compared to 2022.

Employee costs decreased primarily due to lower stock-based compensation expense as a result of various executive departures in 2022 offset by an increase in salary costs.

These decreases were partially offset by an increase in Other expense primarily related to change in fair value of the contingent consideration recognized as part of our acquisition of Shareablee.

Employee costs decreased primarily due to lower stock-based compensation expense in 2023 and severance expense related to the retirement of our former CEO which was recognized in 2022.

Other expense decreased primarily due to change in fair value of the contingent consideration recognized as part of our 2021 Shareablee acquisition.

In addition, Other expense decreased due to lower recruiting expense and operating tax expense.

Professional fees decreased primarily due to a decrease in audit fees.

Amortization of Intangible Assets

Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger.

Amortization of intangible assets decreased by $21.9 million, or 80.8%, for 2023 as compared to 2022 primarily due to amortization related to certain customer relationships, methodologies and technology intangibles related to the Rentrak merger reaching the end

Amortization of intangible assets decreased by $2.2 million, or 41.4%, for 2024 as compared to 2023 and by $21.9 million, or

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of their useful lives.

Amortization of intangible assets increased by $2.1 million, or 8.2%, for 2022 as compared to 2021 due primarily to amortization related to certain software and customer relationships, methodologies and technology acquired as part of the Shareablee acquisition in December 2021.

80.8%, for 2023 as compared to 2022.

The decrease in amortization of intangible assets in 2024 and 2023 was primarily due to amortization related to certain customer relationships, methodologies and technology intangibles related to the Rentrak merger reaching the end of their useful lives.

Impairment of Goodwill

As of September 30, 2024, as a result of changes in our stock price, market and equity capitalization, operating results and projections, we performed an interim impairment review of our goodwill in conjunction with our October 1, 2024 annual testing date.

Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $63.0 million non-cash impairment charge in the quarter ended September 30, 2024.

We performed a quantitative impairment test on our annual testing date as of October 1, 2023.

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For further information refer to Footnote 9 , Goodwill and Intangible Assets and Item 7 , Critical Accounting Estimates .

Organizational Restructuring

We incurred restructuring expenses of $6.2 million and $5.8 million for the years ended December 31, 2023 and 2022, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022.

We expect the 2022 restructuring plan to be substantially complete in 2024.

For further information refer to Footnote 15 , Organizational Restructuring .

No restructuring expenses were incurred during 2021.

Impairment of Right-of-use and Long-lived Assets

In 2023, we recorded a $1.5 million impairment charge related to certain office space lease right-of-use assets and related long-lived assets.

In the quarter ended September 30, 2024, we recorded an impairment charge of $1.4 million related to certain office space lease right-of-use assets and associated leasehold improvements.

The impairment charge was driven by the execution of a sublease for an office space for which expected cash receipts are less than the cash disbursements for the primary lease.

In the quarter ended September 30, 2023, we recorded an impairment charge of $1.5 million related to certain office space lease right-of-use assets and related long-lived assets.

The impairment charge was driven by our abandonment of certain leased office spaces prior to the end of the lease terms.

For further information refer to Footnote 2 , Summary of Significant Accounting Policies .

Loss on Extinguishment of Debt

Loss on extinguishment of debt represents the difference between the carrying value of our debt instruments and any consideration paid to our creditors in the form of cash or shares of our Common Stock on the extinguishment date.

In 2021, we recorded a $9.6 million loss on debt extinguishment related to the payoff of our senior secured convertible notes issued to Starboard Value LP (the "Notes") and a subsidiary-issued secured promissory note (the "Secured Term Note") on March 10, 2021.

The primary drivers of the extinguishment loss were the write-off of unamortized deferred financing costs and issuance discounts, the issuance of additional shares of Common Stock in connection with the extinguishment, and the derecognition of the interest rate reset derivative liability on the Notes.

These components are described in Footnote 6 , Debt .

Organizational Restructuring

We incurred restructuring expenses of $1.0 million, $6.2 million and $5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022.

The 2022 restructuring plan was substantially completed in 2024.

For further information refer to Footnote 15 , Organizational Restructuring .

Interest Expense, Net

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Interest income primarily consists of interest earned from our cash and cash equivalent balances.

Interest expense relates to interest on our Notes, Secured Term Note, Revolving Credit Agreement, sale-leaseback agreement, and our finance leases.

Interest expense, net, increased $0.5 million during 2023 to $1.4 million as compared to $0.9 million in 2022.

The increase in interest expense for the year ended December 31, 2023 as compared to 2022 was primarily due to a higher interest rate on debt under our Revolving Credit Agreement, as described in Footnote 6 , Debt.

Interest expense, net, decreased $6.9 million during 2022 to $0.9 million as compared to $7.8 million in 2021.

The decrease in interest expense for the year ended December 31, 2022 as compared to 2021 was primarily due to the extinguishment of the Notes and the Secured Term Note in March 2021, as described in Footnote 6 , Debt .

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Other Income (Expense), Net

Other income (expense), net represents income and expenses incurred that are generally not recurring in nature or are not part of our normal operations.

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

Interest expense relates to interest on our Prior Credit Agreement and our finance leases.

Interest expense, net, increased $0.4 million in 2024 to $1.9 million as compared to $1.4 million in 2023.

The increase in interest expense for the year ended December 31, 2024 as compared to 2023 was primarily due to a higher interest rate on debt under our Prior Credit Agreement, as described in Footnote 5 , Debt.

Interest expense, net, increased $0.5 million in 2023 to $1.4 million as compared to $0.9 million in 2022.

The increase in interest expense for the year ended December 31, 2023 as compared to 2022 was primarily due to a higher interest rate on debt under our Prior Credit Agreement, as described in Footnote 5 , Debt .

Other Income, Net

Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of our regular operations.

The following is a summary of other income, net:

Years Ended December 31,

(In thousands) 2024 2023 2022

Change in fair value of financing derivatives $ — $ — $ 1,800

Change in fair value of warrants liability $ 669 $ 49 $ 9,802

Other (18) (7) (17)

Total other income (expense), net $ 42 $ 9,785 $ (5,778)

Total other income, net

$ 651 $ 42 $ 9,785

Total other income, net for the year ended December 31, 2024 was $0.7 million as compared to total other income, net of $42 thousand in 2023.

The increase in other income, net was primarily driven by larger gains from the change in fair value of warrants liability recognized in 2024 compared to 2023, due to a decrease in the trading price of our Common Stock during the first quarter of 2024 and the Series A warrants

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expiring unexercised in the second quarter of 2024, as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

Total other income, net for the year ended December 31, 2023 was negligible as compared to total other income, net of $9.8 million in 2022.

The decrease in other income, net was primarily driven by larger gains from the change in fair value of warrants liability recognized in 2022 compared to 2023, due to a decrease in the trading price of our Common Stock in 2022 and an exercise price adjustment in 2023.

For additional information about the change in fair value of warrants liability, refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

Total other income, net for the year ended December 31, 2022 was $9.8 million as compared to total other expense, net of $5.8 million in 2021.

The increase in other income, net was primarily driven by gains from the change in fair value of warrants liability due to a decrease in the trading price of our Common Stock during 2022.

This compared to other expense, net for 2021 due to an exercise price adjustment described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , and an increase in the trading price of our Common Stock during 2021.

(Loss) Gain from Foreign Currency Transactions

For additional information about the change in fair value of warrants liability, refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

Gain (Loss) From Foreign Currency Transactions

Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate between the transactional currency and the functional currency of foreign subsidiary transactions.

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Dollars are in a net asset position.

For the year ended December 31, 2024, the gain from foreign currency transactions was $1.4 million.

The gain was primarily driven by fluctuations in the U.S.

Dollar against the Chilean Peso, Euro and Canadian Dollar and the Chilean Peso against the Euro.

For the year ended December 31, 2023, the loss from foreign currency transactions was $2.8 million.

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The gain was primarily driven by fluctuations in the Euro and Chilean Peso against the U.S.

Dollar and U.S.

Dollar and the U.S.

Dollar against the Canadian Dollar and Argentine Peso.

For the year ended December 31, 2021, the gain from foreign currency transactions was $2.9 million.

The gain was primarily driven by fluctuations in the Euro and Chilean Peso against the U.S.

Dollar and Chilean Peso against the Euro.

Income Tax Provision

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These effective tax rates differ from the U.S.

federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, and increases in the valuation allowance against our domestic deferred tax assets.

federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and income tax benefit related to the impairment of goodwill.

Included within tax expense for the year ended December 31, 2024 is an income tax adjustment of $17.2 million related to the impairment of goodwill.

Also included in the total tax expense is an income tax benefit of $2.5 million for a decrease in the valuation allowance recorded against our deferred tax assets to offset the tax expense of our operating losses in the U.S.

and certain foreign jurisdictions.

Income tax expense of $0.9 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, local statutory to U.S.

GAAP adjustments, and other nondeductible expenses.

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

Included within tax expense for the year ended December 31, 2023 is an income tax adjustment of $20.9 million related to the impairment of goodwill.

Also included in the total tax expense is an income tax expense of $15.1 million for an increase in the valuation allowance recorded against our deferred tax assets to offset the tax benefit of our operating losses in the U.S.

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Included within tax expense for the year ended December 31, 2021 are income tax adjustments of $9.2 million for permanent differences in the book and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, nondeductible interest expense on debt instruments and associated derivatives, and other nondeductible expenses.

Also included is a favorable return to provision true-up adjustment of $8.3 million for a prior year permanent difference related to foreign earnings taxable in the U.S.

as a result of a tax restructuring that occurred during 2020.

Tax expense of $16.3 million has also been included for an increase in the valuation allowance recorded against our deferred tax assets to offset the tax benefit of our operating losses in the U.S.

and certain foreign jurisdictions.

This increase was offset by a tax benefit of $2.8 million for the release of a portion of our U.S.

valuation allowance as a result of the Shareablee acquisition.

Liquidity and Capital Resources

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Net cash used in investing activities (24,062) (23,786) (17,822)

Net cash used in financing activities (3,394) (18,132) (22,452)

Net cash provided by (used in) financing activities 17,623 (3,394) (18,132)

Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,133) 748 (820)

Net increase (decrease) in cash, cash equivalents and restricted cash 10,532 2,494 (1,837)

Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including restructuring-related costs and expenses incurred in prior periods;

Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including expenses incurred in prior periods;

payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers;

service of our debt and lease facilities;

and dividend payment obligations with respect to our Preferred Stock.

As of December 31, 2023, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $22.9 million, including $0.2 million in restricted cash;

and deferred payment obligations with respect to our 2021 acquisition of Shareablee.

As of December 31, 2024, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $33.5 million, including $3.5 million in restricted cash (primarily related to letters of credit);

cash flows from our operations;

and amounts available to us under our Revolving Credit Agreement, as described below.

On June 30, 2022, we made cash dividend payments totaling $15.5 million to the holders of our Preferred Stock, representing dividends accrued for the period from June 30, 2021 through June 29, 2022.

In 2023, each holder of Preferred Stock waived its right to receive on June 30, 2023 (and subsequently on December 31, 2023) the annual dividends otherwise payable by us on that date.

The deferred dividends will 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.

As of December 31, 2023, accrued dividends for the Preferred Stock totaled $24.1 million.

At an annual meeting of stockholders held on June 15, 2023 (the "Annual Meeting"), our 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 governing the Preferred Stock.

On May 5, 2021, we entered into the Revolving Credit Agreement with Bank of America N.A.

The Revolving Credit Agreement provides a borrowing capacity equal to $40.0 million, which was increased from $25.0 million on February 25, 2022.

As of December 31, 2023, we had outstanding borrowings of $16.0 million and outstanding letters of credit totaling $3.2 million under the Revolving Credit Agreement, leaving a remaining borrowing capacity of $20.8 million.

The outstanding borrowings under the Revolving Credit Agreement are classified within current liabilities as the facility matures in May 2024.

We do not currently have an agreement in place to extend or refinance the facility upon its maturity.

and amounts available to us under our Credit Agreement, as described below.

We had outstanding letters of credit of $3.2 million as of December 31, 2024.

On December 31, 2024, we entered into a senior secured financing agreement (the "Credit Agreement") with Blue Torch Finance LLC.

The Credit Agreement has a term of four years and matures in December 2028.

The Credit Agreement provides a borrowing capacity of $60.0 million consisting of a $45.0 million term loan that was fully funded at closing (the "Term Loan") and a $15.0 million revolving credit facility that was unfunded at closing (the "Revolving Facility").

Initial proceeds from the Term Loan were used to resolve our aged accounts payable, cash collateralize our outstanding letters of credit, pay transaction fees and expenses, and strengthen our cash position.

As of December 31, 2024, we had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $15.0 million.

Also on December 31, 2024, we terminated our prior credit agreement with Bank of America, N.A.

(the "Prior Credit Agreement").

As described above, we used a portion of proceeds from the new Credit Agreement to cash collateralize our outstanding letters of credit under the Prior Credit Agreement.

We had no other borrowings outstanding under the Prior Credit Agreement on the termination date, and we did not incur any early termination penalties in connection with the termination.

On July 24, 2024, we issued 13.3 million additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay accrued dividends to such holders for dividend periods ended in 2023 and 2024.

The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by us, including that they accrue annual dividends at a rate of 7.5% per annum.

Under the Credit Agreement, we are prohibited from paying cash dividends to the holders of Preferred Stock prior to April 1, 2026.

On and after April 1, 2026, the Credit Agreement imposes certain limitations on cash dividends, including a heightened liquidity requirement.

Macroeconomic Factors

Over the past two years, macroeconomic challenges such as inflation, rising interest rates, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures.

In recent years, macroeconomic challenges such as inflation, rising interest rates, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures.

These declines have had a direct impact on demand for our products, particularly those that are tied to discretionary advertising spend.

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

Shares of Preferred Stock are convertible into Common Stock as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

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

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Shares of Preferred Stock are convertible into Common Stock as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

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

In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.

Moreover, this obligation could lead us to refinance or terminate the Revolving Credit Agreement prior to its maturity, due to its restrictions on our ability to incur additional debt.

At the Annual Meeting held on June 15, 2023, our 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 governing the Preferred Stock.

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At an annual meeting held on June 15, 2023, our 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 governing 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 us on that date.

Upon receipt of the waivers, our Board unanimously agreed to defer the June 2023 payment in order to provide flexibility to our management team to continue to execute our strategic plan and consider dividend payment options later in the year.

Upon receipt of the waivers, our Board elected to defer the June 2023 payment.

Under the 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, at our request, each holder of our 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.

Payment of annual dividends (including deferred dividends) in the form of cash could significantly impact our financial position and liquidity.

The proceeds from the Preferred Stock issuance were used to repay the Notes.

In connection with the closing, we also repaid the Secured Term Note and certain transaction-related expenses with cash from our balance sheet.

For additional information on the Preferred Stock issuance and related debt extinguishments, refer to Footnote 6 , Debt and Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity.

Revolving Credit Agreement

On May 5, 2021, we entered into the Revolving Credit Agreement, which matures in May 2024.

The Revolving Credit Agreement provides a borrowing capacity equal to $40.0 million (increased from $25.0 million on February 25, 2022).

We may also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which reduces the amount of available borrowings by the amount of such issued and outstanding letters of credit.

On February 25, 2022, we entered into an amendment to the Revolving Credit Agreement to expand our aggregate borrowing capacity from $25.0 million to $40.0 million.

The 2022 amendment also replaced the previous Eurodollar Rate (as defined in the Revolving Credit Agreement) with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50%.

On February 24, 2023, we entered into an additional amendment to the Revolving Credit Agreement that further increased the Applicable Rate payable on SOFR-based loans to 3.50%.

The amount we are able to borrow under the Revolving Credit Agreement is subject to compliance with the financial covenants, satisfaction of various conditions precedent to borrowing and other provisions of the Revolving Credit Agreement.

Notably, the Revolving Credit Agreement (as amended) contains financial covenants that require us to maintain a minimum Consolidated Asset Coverage Ratio and minimum Liquidity through maturity, and a minimum Consolidated Fixed Charge Coverage Ratio for periods after December 31, 2023 (each term as defined in the Revolving Credit Agreement).

As of December 31, 2023, we were in compliance with our covenants under the Revolving Credit Agreement, and based on our current plans, we do not anticipate a breach of these covenants that would result in an event of default under the Revolving Credit Agreement.

The borrowed funds were used to reduce our accounts payable balances, primarily related to expenses incurred in prior periods, and support our working capital position.

While we continue to take steps to reduce our outstanding trade payables and improve our working capital position, our liquidity could be negatively affected if we are unable to generate sufficient cash from operations to satisfy outstanding payables and meet our other financial obligations as they come due.

Our liquidity could also be negatively affected if we are unable to repay or refinance our outstanding borrowings under the Revolving Credit Agreement upon its maturity in May 2024.

For additional information on the Revolving Credit Agreement, refer to Footnote 6 , Debt .

Sale of Common Stock and Warrants

On June 23, 2019, we entered into a Securities Purchase Agreement with CVI Investments, Inc.

("CVI") pursuant to which we sold to CVI for aggregate gross proceeds of $20.0 million (i) 136,425 shares of Common Stock and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants to initially purchase up to 582,701 shares of Common Stock (the "Private Placement").

On October 14, 2019, we issued 136,425 shares of Common Stock to CVI upon exercise by CVI of the Series C Warrants.

As a result of this exercise, the number of

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

Under these waivers and the Certificate of Designations, the deferred dividends would continue to accrue 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 these 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.

On July 24, 2024, we issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay the deferred dividends described above, which totaled $32.8 million on the issuance date.

On the date of issuance, the additional shares of Preferred Stock were convertible into 662,862 shares of our Common Stock, representing an effective conversion price of $49.438 per share for the canceled dividend obligation.

The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued, 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, we also entered into an amendment to the Stockholders Agreement with the holders of Preferred Stock.

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.

As of December 31, 2024, each share of Preferred Stock was convertible into 0.051892 shares of Common Stock, with such conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

Any payment of dividends (annual or special) in the form of cash could significantly impact our financial position and liquidity.

Secured Credit Agreement

On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC.

The Credit Agreement has a term of four years and matures in December 2028.

The Credit Agreement provides a borrowing capacity of $60.0 million consisting of the $45.0 million Term Loan and the $15.0 million Revolving Facility.

As of December 31, 2024, the interest rate for the Term Loan was 11.59% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement.

In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused Revolving Facility.

Amounts outstanding under the Credit Agreement must be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts.

Additionally, beginning with the fiscal year ending December 31, 2025, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages.

Certain payments may be subject to prepayment premiums.

The Credit Agreement contains financial covenants that require us to maintain a maximum Senior Leverage Ratio and minimum Liquidity (each term as defined in the Credit Agreement) during the term of the facility.

Additionally, the Credit Agreement contains restrictive covenants that limit our ability to, among other things, incur additional indebtedness and 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.

With respect to dividends, the Credit Agreement prohibits the payment of cash dividends to holders of the Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends, including a heightened Liquidity requirement, on and after that date.

As of December 31, 2024, we had $45.0 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.

For additional information on the Credit Agreement, refer to Footnote 5 , Debt .

Prior Credit Agreement

On May 5, 2021, we entered into the Prior Credit Agreement.

The Prior Credit Agreement provided for a borrowing capacity equal to $25.0 million, which was reduced from $40.0 million on May 3, 2024.

We could also request the issuance of letters of credit under the Prior Credit Agreement in an aggregate amount up to $5.0 million.

On May 3, 2024, we entered into an amendment to the Prior Credit Agreement that, among other things, (i) extended the maturity date of the facility from May 5, 2024 to November 5, 2024;

(ii) reduced our borrowing capacity from $40.0 million to $25.0 million;

(iii) increased the

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shares issuable under our Series A Warrants was increased by 136,425.

On January 29, 2020, the Series B-1 Warrants expired unexercised.

On August 3, 2020, the Series B-2 Warrants expired unexercised.

The exercise price of our Series A warrants was adjusted in connection with the Preferred Stock transactions in March 2021 and further adjusted in connection with shares issued to non-executive employees under our annual incentive compensation plan in March 2023.

For additional information on the Private Placement and the adjustments to our Series A Warrants (which adjustments could reduce the cash proceeds we receive upon exercise of the Series A Warrants), refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

applicable rate payable on SOFR-based loans to 4.50%;

(iv) revised certain financial covenants;

(v) limited certain restricted payments (including dividends) with respect to our equity interests;

(vi) required a repayment of $6.0 million to reduce the principal amount outstanding under the facility;

and (vii) provided for certain amendment fees, including a fee of 2.0% of aggregate commitments due on the maturity date unless all obligations were paid in full prior to such date.

On November 1, 2024, we repaid the outstanding principal balance of $10.0 million under the Prior Credit Agreement.

On November 5, 2024, we entered into an amendment to the Prior Credit Agreement to extend the maturity date with respect to the outstanding letters of credit under the facility to January 31, 2025.

The amendment reduced the aggregate lender commitments under the Prior Credit Agreement to equal the outstanding letters of credit (totaling $3.2 million) and limited the purpose of, and use of proceeds under, the Prior Credit Agreement to the issuance of letters of credit.

Additionally, the amendment terminated certain financial covenants while maintaining the same non-financial covenants, security interest and interest rate as in effect immediately prior to the amendment.

On December 31, 2024, we terminated the amended Prior Credit Agreement.

As described above, we used a portion of proceeds from the Term Loan to cash collateralize our outstanding letters of credit under the Prior Credit Agreement.

We had no other borrowings outstanding under the Prior Credit Agreement on the termination date, and we did not incur any early termination penalties in connection with the termination.

For additional information on the Prior Credit Agreement, refer to Footnote 5 , Debt .

Restricted Cash

Restricted cash represents security deposits for subleased office space.

Restricted cash represents collateralized letters of credit and security deposits for subleased office space.

As of December 31, 2024 and 2023, we had $3.5 million and $0.2 million of restricted cash, respectively.

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Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as:

depreciation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use assets and goodwill, stock-based compensation, deferred tax provision, change in the fair value of financing derivatives, warrants liability and contingent consideration liability, loss on extinguishment of debt, non-cash interest expense on the Notes, accretion of debt discount, and amortization of deferred financing costs.

depreciation, stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use and long-lived assets and goodwill, deferred tax provision and change in the fair value of warrants liability.

Net cash provided by operating activities in 2024 was $18.1 million compared to $28.9 million in 2023.

The decrease in cash provided by operating activities was partially attributable to a net decrease in cash generated from operating assets and liabilities, with $23.8 million of cash used for the year ended December 31, 2024 as compared to $10.5 million for the year ended December 31, 2023.

This was primarily due to lower revenue, higher vendor payments (including aged accounts payable resolved at year-end with proceeds from the Term Loan), and the timing of cash receipts from customers in 2024.

Other contributors included lower adjustments for amortization of intangible assets and stock-based compensation expense in 2024 compared to 2023.

Net cash provided by operating activities in 2023 was $28.9 million compared to $34.9 million in 2022.

The decrease in cash provided by operating activities was partially attributable to a net decrease in cash generated from operating assets and liabilities, with $10.5 million of cash used for the year ended December 31, 2023 as compared to $0.3 million of cash generated for the year ended December 31, 2022.

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Other contributors to the decrease in cash provided by operating activities were lower revenue, lower adjustments for amortization and stock-based compensation expense and change in fair value of contingent consideration in 2023, offset by the change in fair value of our warrants liability and depreciation.

Net cash provided by operating activities in 2022 was $34.9 million compared to $9.9 million in 2021.

The increase in cash provided by operating activities was primarily reflective of higher revenues, shorter billing cycles, and improved cash collections during 2022 as compared to 2021.

These increases were partially offset by payments of $4.6 million related to our organizational restructuring during 2022.

Investing Activities

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Net cash used in investing activities in 2024 was $24.1 million compared to $23.8 million in 2023.

The increase in cash used in investing activities was primarily due to an increase in cash paid for capitalized internally developed software as we increased our focus on product infrastructure and innovation in 2023.

Net cash used in investing activities in 2023 was $23.8 million compared to $17.8 million in 2022.

The increase in cash used in investing activities was primarily due to an increase in cash paid for capitalized internally developed software offset by cash acquired from our 2021 acquisition of Shareablee.

Financing Activities

Net cash provided by financing activities in 2024 was $17.6 million compared to net cash used in financing activities of $3.4 million in 2023.

The increase in cash provided by financing activities was primarily due to net proceeds of $40.4 million from the Credit Agreement in 2024.

This was offset by the repayment of $16.0 million under the Prior Credit Agreement and the payment of the second installment of contingent consideration for our 2021 Shareablee acquisition initially recorded at fair value and paid in 2024.

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Net cash used in financing activities in 2023 was $3.4 million compared to $18.1 million in 2022.

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This was offset by a portion of the first payment of contingent consideration for our 2021 Shareablee acquisition initially recorded at fair value and paid in 2023.

Net cash used in financing activities in 2022 was $18.1 million compared to $22.5 million in 2021.

The decrease in cash used for financing activities was primarily due to repayment of the Notes and the Secured Term Note in 2021, which outflows were partially offset by cash proceeds received from the issuance of the Preferred Stock (net of related transaction costs) in the same year.

These decreases were partially offset by a net increase of $10.8 million in cash dividends paid to holders of the Preferred Stock in 2022, reflecting a full annual dividend period, as compared to 2021, which included only a partial dividend period.

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Contractual Payment Obligations

We have certain long-term contractual arrangements that have fixed and determinable payment obligations including purchase obligations with MVPDs and connected (Smart) TV data providers, operating and financing leases, and data storage and bandwidth arrangements.

We have certain long-term contractual arrangements that have fixed and determinable payment obligations including purchase obligations with MVPDs and connected TV data providers, operating and financing leases, and data storage and bandwidth arrangements.

We have data licensing agreements with a number of MVPDs and other providers for set-top box and connected TV data.

These agreements have remaining terms from one to seven years.

These agreements have remaining terms of less than one year to seven years.

As of December 31, 2024, the total fixed payment obligations related to set-top box and connected TV data agreements are $125.5 million and $25.4 million, respectively.

In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $108.8 million over the next seven years.

We have both operating and financing leases related to corporate office space and equipment.

Our leases have remaining terms from less than one to four years.

Our leases have remaining terms from less than one year to five years.

As of December 31, 2024, the total fixed payment obligation related to these agreements is $36.4 million.

We have an agreement for cloud-based data storage and bandwidth to help process and store our data.

The remaining term for this agreement is two years.

The remaining term for this agreement is less than one year.

As of December 31, 2024, the total fixed payment obligation related to this agreement is $13.8 million.

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Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities, dividend payment obligations, and expenses from ongoing compliance efforts and legal matters.

To the extent that our existing cash, cash equivalents and operating cash flow, together with savings from repayment of prior debt arrangements and cost-reduction initiatives undertaken by our management, are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing.

We may also be required to raise additional funds in order to repay our Revolving Credit Agreement upon maturity or pay a special dividend to holders of our Preferred Stock, as described above.

To the extent that our existing cash, cash equivalents and operating cash flow, together with savings from cost-reduction initiatives undertaken by our management and amounts available to us under the Revolving Facility, are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing.

We may also be required to prepay or refinance our Credit Agreement or raise additional funds in order to pay dividends to holders of our Preferred Stock, as described above.

Our history of net losses, as well as disruption and volatility in global capital and credit markets, could impact our ability to access capital resources on terms acceptable to us or at all.

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Bundled arrangements may include a combination of distinct goods and services where some are satisfied over time and others are satisfied at a point in time.

Changes to the SSP will impact the amount of consideration allocated to each performance obligation, which could have an impact on the timing and amount of revenues recognized in future periods as our performance obligations are satisfied.

The determination of SSP also impacts the amount of revenues we can recognize in transactions where consideration is exchanged with counterparties as described above.

Changes to the SSP will impact the amount of consideration allocated to each performance obligation, which could have an impact on the timing and amount of

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revenues recognized in future periods as our performance obligations are satisfied.

The determination of SSP also impacts the amount of revenues we can recognize in transactions where consideration is exchanged with counterparties as described above.

The valuation of goodwill involves the use of management's estimates and assumptions and can have a significant impact on future operating results.

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The discount rates selected for the 2024, 2023 and 2022 annual impairment analyses were 24.5%, 22.0% and 27.0%, respectively.

Our selected discount rate was lower in 2023 in comparison to 2022 primarily due to the decrease in unlevered beta assumptions and company-specific risk premium ("CSRP").

The decrease in CSRP was related to the utilization of lower growth rates in earnings before interest, taxes, depreciation, and amortization.

Our selected discount rate was higher in 2024 in comparison to 2023 primarily due to the increase in company-specific risk premium ("CSRP").

The increase in CSRP was related to an increase in operational risk in earnings before interest, taxes, depreciation, and amortization.

Under the market approach, the fair value is determined using certain financial metrics of publicly traded companies or historically completed transactions of comparable businesses.

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We determine fair value primarily based on selected market multiples based on current and projected revenues compared to business enterprise value, with an estimated control premium as applicable.

As of October 1, 2023, we concluded that it was more likely than not that the estimated fair value of our reporting unit was less than its carrying value.

In our assessment, we considered the decline in our revenue, stock price, and market capitalization among other factors.

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

Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $34.1 million non-cash impairment charge in the quarter ended December 31, 2023.

As of June 30, 2023, we concluded that it was more likely than not that the estimated fair value of our reporting unit was less than its carrying value.

In our assessment, we considered the decline in our stock price and market capitalization among other factors.

We performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach.

Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $44.1 million non-cash impairment charge in the quarter ended June 30, 2023.

During the third quarter of 2024, we concluded that it was more likely than not that the estimated fair value of our reporting unit was less than its carrying value.

In our assessment, we considered changes in our stock price, market and equity capitalization, operating results and projections.

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

Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $63.0 million non-cash impairment charge in the quarter ended September 30, 2024.

Goodwill allocated to our single reporting unit as of December 31, 2024 was $246.0 million.

The projected long-term cash flows used in our fair value estimate are consistent with our most recent operating plan and are dependent on the successful execution of our business plan, overall industry growth rates and the competitive environment.

The projected long-term cash flows used in our fair value estimate are consistent with our most recent operating plan as of the evaluation date and are dependent on the successful execution of our business plan, overall industry growth rates and the competitive environment.

We monitor for events and circumstances that could negatively impact the key assumptions in determining the fair value of our goodwill, including long-term growth projections, profitability, discount rates, volatility in our market capitalization, and general industry, market and macroeconomic conditions.

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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 7. Management’s Discussion and Analysis