What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-06 compared with 2024-03-12 · 449 added, 450 removed, 1079 unchanged (45% of the section changed)

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

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We have audited the accompanying consolidated balance sheets of comScore, Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, convertible redeemable preferred stock and stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in convertible redeemable preferred stock and stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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Table of Conte nt s

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

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

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

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• For a selection of revenue contracts identified as having more complex terms, we performed the following:

◦ Analyzed the contract to determine if all arrangement terms that may have an impact on revenue recognition were identified and independently evaluated management's accounting for the contract.

◦ Analyzed the underlying contract and any amendments or modifications to determine if all arrangement terms that may have an impact on revenue recognition were identified and independently evaluated management's accounting for the contract.

◦ Tested management's identification of distinct performance obligations by evaluating whether the underlying goods, services, or both were capable of being distinct and distinct within the context of the contract.

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The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term growth rates, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macro-economic conditions.

In the second quarter of 2023, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value.

In its assessment, the Company considered the decline in the Company's stock price and market capitalization, as well as discrete changes to its long-term forecast as triggering events of a potential impairment among other factors.

The Company performed a quantitative goodwill impairment test on its reporting unit using a discounted cash flow model, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $44.1 million impairment charge during the three months ended June 30, 2023.

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

The fair value of the reporting unit was determined using a discounted cash flow model, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test and as a result, the Company recorded a $34.1 million impairment charge during the three months ended December 31, 2023 .

During 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 quantitative testing on its reporting unit using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $63.0 million non-cash impairment charge during the three months ended September 30, 2024.

No additional impairment indicators were identified during the fourth quarter of 2024.

We identified goodwill for the Company as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit, specifically related to the selection of the discount rate and forecasts of future revenue.

Performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to selection of the discount rate and forecasts of future revenue required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Table of Conte nt s

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenue and the selection of the discount rate for the Company's goodwill impairment included the following, among others:

Table of Conte nt s

• We tested the effectiveness of controls over management's goodwill impairment evaluations, including those over the forecasts of future revenue and management's selection of the discount rate.

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

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

• We evaluated the impact of changes in management's revenue forecasts from the October 1, 2024, annual measurement date, to December 31, 2024.

/s/ Deloitte & Touche LLP

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Total assets $ 430,247 $ 491,295

Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity

Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)

Current liabilities:

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Current operating lease liabilities 8,598 7,982

Current portion of contingent consideration 4,806 7,134

Other current liabilities 7,230 9,486

Total current liabilities 131,304 182,561

Secured term loan 40,718 —

Non-current operating lease liabilities 14,805 23,003

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33,551 32,833

Non-current revolving line of credit — 16,000

Deferred tax liabilities 891 1,321

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Convertible redeemable preferred stock, $ 0.001 par value;

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

100,000,000 shares authorized as of December 31, 2024 and December 31, 2023;

95,784,903 shares and 82,527,609 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively;

aggregate liquidation preference of $ 245,732 as of December 31, 2024 and $ 228,132 as of December 31, 2023 (related parties)

207,470 187,885

Stockholders' equity:

Stockholders' equity (deficit):

Preferred stock, $ 0.001 par value;

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

5,000,000 shares authorized as of December 31, 2024 and December 31, 2023;

no shares issued or outstanding as of December 31, 2024 or 2023

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Additional paid-in capital 1,714,052 1,696,612

1,696,612 1,690,870

Accumulated other comprehensive loss ( 18,068 ) ( 14,110 )

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( 229,984 ) ( 229,984 )

Total stockholders' equity 56,103 144,162

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

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

Total stockholders' equity (deficit) ( 8,263 ) 56,103

Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit) $ 430,247 $ 491,295

See accompanying Notes to Consolidated Financial Statements.

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Impairment of goodwill 63,000 78,200 46,300

Restructuring 6,234 5,810 —

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

Restructuring 1,027 6,234 5,810

Total expenses from operations 415,556 444,944 451,296

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Interest expense, net ( 1,883 ) ( 1,445 ) ( 915 )

( 1,445 ) ( 915 ) ( 7,801 )

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

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

Loss on extinguishment of debt (1)

— — ( 9,629 )

Other income, net 651 42 9,785

Gain (loss) from foreign currency transactions 1,417 ( 2,824 ) 1,166

Loss before income taxes ( 59,324 ) ( 77,828 ) ( 64,837 )

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Cost of revenues 30,450 29,265 26,971

Interest expense, net — — ( 4,692 )

Loss on extinguishment of debt — — ( 9,608 )

Convertible redeemable preferred stock dividends ( 17,600 ) ( 16,270 ) ( 15,513 )

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COMSCORE, INC.

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

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

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

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Loss Accumulated

Deficit Treasury stock, at cost Total

Deficit Treasury Stock,

At Cost Total

Stockholders'

Equity (Deficit)

Shares Amount Shares Amount

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

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

82,527,609 187,885 — — — — — — —

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 15,513 ) — ( 15,513 )

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

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

Interest paid in Common Stock (1)

— — 208,289 — 10,812 — — — 10,812

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

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

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

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

— — 157,500 — 9,608 — — — 9,608

Other — — 6,035 — ( 3 ) — — — ( 3 )

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

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

Other — — 6,035 — ( 3 ) — — — ( 3 )

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

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

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Net Loss — — — — — — ( 60,248 ) — ( 60,248 )

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

13,257,294 19,585 — — 13,017 — — — 13,017

Convertible redeemable preferred stock dividends (1)

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Amortization of stock-based compensation — — — — 2,609 — — — 2,609

Other — — ( 39 ) — — — — — —

Balance as of December 31, 2024 95,784,903 $ 207,470 4,890,575 $ 5 $ 1,714,052 $ ( 18,068 ) $ ( 1,474,268 ) $ ( 229,984 ) $ ( 8,263 )

(1) Transactions for these line items were exclusively with related parties (refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , Footnote 6 , Debt , and Footnote 14 , Related Party Transactions , of the Notes to Consolidated Financial Statements for additional information).

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

(1) Transactions for these line items were exclusively with related parties (refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), and Footnote 13 , Related Party Transactions, of the Notes to Consolidated Financial Statements for additional information).

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

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Non-cash operating lease expense 5,240 5,456 6,060

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

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

Amortization expense of finance leases 3,651 1,929 2,364

Stock-based compensation expense 3,191 4,535 8,178

Amortization of intangible assets 3,057 5,213 27,096

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

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

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

Change in fair value of warrant liability ( 669 ) ( 49 ) ( 9,802 )

Loss on extinguishment of debt — — 9,629

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

Accretion of debt discount — — 1,620

Change in fair value of financing derivatives — — ( 1,800 )

Deferred tax provision ( 841 ) ( 35 ) ( 475 )

Other 2,008 2,297 4,468

Changes in operating assets and liabilities, net of effect of acquisition:

Changes in operating assets and liabilities:

Accounts receivable ( 1,649 ) 4,781 2,596

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Purchases of property and equipment ( 813 ) ( 1,580 ) ( 1,137 )

Cash and restricted cash acquired from acquisition — — 902

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

Financing activities :

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

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

Proceeds from secured term loan 45,000 — —

Proceeds from insurance financing 2,118 — —

Payments for dividends on convertible redeemable preferred stock (1)

— — ( 15,512 )

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

— — ( 204,014 )

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

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

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

Principal payments on insurance financing ( 2,122 ) — —

Principal payments on finance leases ( 2,852 ) ( 2,066 ) ( 2,519 )

Contingent consideration payment at initial value ( 3,704 ) ( 1,037 ) —

Payments of debt issuance costs ( 4,551 ) — —

Payments of line of credit ( 16,000 ) — —

Other ( 266 ) ( 291 ) ( 101 )

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 )

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Supplemental non-cash activities :

Issuance of convertible redeemable preferred stock (related parties) (1) (2)

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

8,962 16,270 7,863

Right-of-use assets obtained in exchange for finance lease liabilities 7,861 3,195 1,106

Settlement of restricted stock unit liability 1,895 2,762 1,718

Modification of operating right-of-use assets 1,216 292 —

Change in accounts payable and accrued expenses related to capital expenditures 653 1,130 1,162

Right-of-use assets obtained in exchange for finance lease liabilities 3,195 1,106 3,345

Accrued debt issuance costs 559 — —

Right-of-use assets obtained in exchange for new operating lease liabilities — 1,211 908

Fair value of Common Stock issued in connection with acquisition — — 25,774

Interest paid in Common Stock (1)

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

Fair value of contingent consideration recognized upon closing of acquisition — — 5,600

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

(2) The convertible redeemable preferred stock issued in 2024 was initially recognized at fair value.

The Company recorded the initial fair value, net of issuance costs, of $ 19.6 million within mezzanine equity and the remaining $ 13.0 million within additional paid-in capital on the Consolidated Balance Sheets.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), of the Notes to Consolidated Financial Statements.

See accompanying Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 advertising, content, and the consumer audiences of each, across media platforms.

Summary of Significant Accounting Policies

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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).

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 was 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.

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

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

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

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

Specifically, contingent consideration has been aggregated within other current liabilities on the Consolidated Balance Sheets and the change in fair value of contingent consideration liability has been aggregated within other operating activities on the Consolidated Statements of Cash Flows.

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

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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.

Table of Conte nt s

determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, and the valuation of options, performance-based and market-based stock awards.

Significant estimates and judgments are inherent in the analysis and the measurement of management's Standalone Selling Price ("SSP"), principal versus agent revenue recognition, determination of performance obligations, 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 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.

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Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates.

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The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and the current portion of contract liabilities and customer advances reported in the Consolidated Balance Sheets approximate fair value due to the short-term nature of these instruments.

The carrying amount of the revolving line of credit approximates fair value due to the variable rate nature of the debt.

The carrying amount of the Company's prior revolving line of credit approximated fair value due to the variable rate nature of the debt.

Preferred Stock

In 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc.

("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") as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

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") as described in Footnote 4 , 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 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.

The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company.

In connection with the issuance of the additional shares of 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 is contingently redeemable upon certain deemed liquidation events, such as a change in control.

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Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the financial statements.

Effective January 1, 2021, the Company early adopted Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40).

This ASU simplifies accounting for convertible instruments, enhances disclosure requirements related to the terms and features of convertible instruments, and amends the guidance for the derivatives scope exception for contracts settled in an entity's own equity.

This ASU removes from GAAP the separation models for (1) convertible debt with a Cash Conversion Feature and (2) convertible instruments with a Beneficial Conversion Feature.

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

No embedded features were identified requiring bifurcation, other than the change of control redemption feature.

Table of Conte nt s

stock wholly as preferred stock, unless (1) a convertible instrument contains features that require bifurcation as a derivative, or (2) a convertible debt instrument was issued at a substantial premium.

As a result of the adoption, no embedded features were identified requiring bifurcation under the new model, other than the change of control redemption feature.

The Company adopted the standard using the modified retrospective approach.

The standard had no impact on the senior secured convertible notes (the "Notes") issued by the Company prior to adoption and, as a result, there was no cumulative adjustment recorded upon adoption.

Loss on Extinguishment of Debt

In 2021, the Company recorded a $ 9.6 million loss on debt extinguishment related to the payoff of the Notes and a foreign secured promissory note (the "Secured Term Note").

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

These transactions are described in Footnote 6 , Debt .

Financing Derivatives

The Company's derivative financial instruments are not hedges and do not qualify for hedge accounting.

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

The fair values of the financing derivatives were estimated using forward projections and were discounted back at rates commensurate with the remaining term of the related derivatives.

Significant valuation inputs included the Company's credit rating, the premium attributable to the payment-in-kind feature of the Notes, and premium estimates for company-specific risk factors (together, the "credit-adjusted discount rate"), the price and expected volatility of the Company's Common Stock, probability of change of control, and forward projections of estimated cash payments.

Extinguishment of the Notes on March 10, 2021 resulted in derecognition of the remaining financing derivatives.

Refer to Footnote 6 , Debt, for additional information.

Cash, Cash Equivalents and Restricted Cash

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The Company considers highly liquid investments with an original maturity of three months or less at the time of purchase and qualifying money-market funds as cash equivalents.

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

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

Allowance for Doubtful Accounts

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Beginning balance $ ( 614 ) $ ( 798 ) $ ( 1,173 )

Bad debt (expense) benefit ( 236 ) ( 312 ) 80

Bad debt expense

( 396 ) ( 236 ) ( 312 )

Recoveries ( 62 ) ( 99 ) ( 126 )

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maintenance and repairs are expensed as incurred.

Table of Conte nt s

Included in property and equipment, net, are capitalized software costs to purchase and develop internal-use software, which the Company uses to provide services to its clients.

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Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized.

Once this software is ready for use in the Company's products, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is typically assessed to be 2 to 3 years .

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

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

During the years ended December 31, 2024, 2023 and 2022, the Company capitalized $ 22.8 million, $ 22.4 million, and $ 17.2 million in internal-use software costs, respectively.

The Company amortized $ 20.4 million, $ 18.1 million and $ 15.1 million in capitalized internal-use software costs during the years ended December 31, 2024, 2023 and 2022, respectively.

Business Combination

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

("Shareablee"), to acquire Shareablee in exchange for shares of the Company's Common Stock and contingent consideration payable subject to the achievement of certain conditions set forth in the Merger Agreement, as described in Footnote 3 , Business Combination .

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

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

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

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

The fair value of the contingent consideration liability is estimated using a combination of valuation techniques.

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

This technique determines projected payments based on simulated revenues derived from an internal forecast, adjusted for a selected revenue volatility and risk premium based on market data for comparable guideline public companies.

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

In both techniques, the projected payments are then discounted back to the valuation date at the Company's cost of debt using a term commensurate with the contractual payment dates.

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

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

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

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

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

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

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

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

The loss due to change in fair value of $ 0.4 million for the year ended December 31, 2023 was classified within general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

The Company settled the first installment of $ 3.7 million in cash in 2023 and the second installment of $ 3.7 million in cash in 2024.

In December 2024, the Company elected to settle the third and final installment of $ 1.2 million in cash.

This amount remained outstanding as of December 31, 2024 and was paid in 2025.

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

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Cloud Computing Implementation Costs

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Amortization of capitalized costs is recorded on a straight-line basis over the term of the associated hosting arrangement, inclusive of reasonably certain renewal periods.

During the third quarter of 2021, the Company completed its implementation of a new cloud-based Enterprise Resource Planning ("ERP") system.

The Company capitalized $ 6.8 million of eligible implementation costs in connection with its development and testing of the ERP system.

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

As of December 31, 2024 and 2023, capitalized implementation costs, net of accumulated amortization, were $ 2.2 million and $ 3.5 million, respectively.

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Amortization costs are classified within general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

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

The Company recorded $ 1.4 million of amortization expense for each of the years ended December 31, 2024, 2023 and 2022.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase consideration over the fair value of identifiable assets acquired and liabilities assumed when a business is acquired.

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

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a significant impact on future operating results.

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

The Company initially records its intangible assets at fair value.

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It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record a material non-cash impairment charge.

As part of the annual test as of October 1, 2023, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $ 34.1 million non-cash impairment charge during the quarter ended December 31, 2023.

During 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'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 months ended September 30, 2024.

No additional impairment indicators were identified during the fourth quarter of 2024.

Refer to Footnote 9 , Goodwill and Intangible Assets, for further information.

As part of the annual test as of October 1, 2023, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $ 34.1 million non-cash impairment charge during the three months ended December 31, 2023.

In the second quarter of 2023, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $ 44.1 million non-cash impairment charge during the quarter ended June 30, 2023.

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

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 three months ended June 30, 2023.

In the third quarter of 2022, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach.

The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $ 46.3 million non-cash impairment charge during the quarter ended September 30, 2022.

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

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

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

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Useful Lives (Years)

Acquired methodologies and technology 5 to 7

Acquired methodologies and technology 5

Acquired software 2

Customer relationships 6 to 11

Customer relationships 11

Intellectual property 16

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The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable.

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

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by a sublease to the current carrying value of the ROU and related long-lived assets.

For facility lease ROU and related long-lived assets, the Company compares the estimated undiscounted cash flows generated by a sublease to the current carrying value of the ROU and related long-lived assets.

The Company treats operating lease ROU assets as financing transactions, thereby excluding the operating lease liability and related lease payments from the head lease, for purposes of testing recoverability.

If the undiscounted cash flows are less than the carrying value of the ROU and related long-lived assets, the Company records an impairment loss equal to the excess of the ROU and long-lived assets' carrying value over their fair value.

The Company performed an analysis in the third quarter of 2024 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 during the three 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 %.

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

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

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

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

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

The Company recorded a $ 0.2 million non-cash impairment charge related to the ROU asset during the three months ended December 31, 2022.

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

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Warrants Liability

In 2019, the Company issued warrants to CVI in connection with the private placement described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .

In 2019, the Company issued warrants in connection with the private placement described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of net cash settlement features associated with a cap on the issuance of shares, under certain circumstances, or upon a change of control.

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

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

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

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

Changes in the fair value of these instruments were recorded in other income, net in the Consolidated Statements of Operations and Comprehensive Loss.

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

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

All remaining warrants expired on June 26, 2024.

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

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The Company determines if an arrangement is or contains a lease at inception and whether the lease should be classified as an operating or finance lease.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future

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minimum lease payments over the lease term.

Operating ROU assets also include the impact of any lease incentives.

A ROU asset and lease liability are not recorded for short-term leases with an initial term of 12 months of less.

A ROU asset and lease liability are not recorded for short-term leases with an initial term of 12 months or less.

The Company has elected to combine lease and non-lease components and account for them together as a single lease component, which increases the carrying amount of the ROU assets and lease liabilities.

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Income from subleased properties is recognized and presented as a reduction of costs, allocated among operating expense line items, in the Consolidated Statements of Operations and Comprehensive Loss.

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Foreign Currency

Generally, the functional currency of the Company's foreign subsidiaries is the local currency.

In those cases where the transaction is not denominated in the functional currency, the Company revalues the transaction to the functional currency and records the translation gain or loss in the Company's Statements of Operations and Comprehensive Loss.

In those cases where the transaction is not denominated in the functional currency, the Company revalues the transaction to the functional currency and records the transaction gain or loss in the Company's Statements of Operations and Comprehensive Loss.

Assets and liabilities are translated at the current exchange rate as of the end of the year, and revenues and expenses are translated at average exchange rates in effect during the year.

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In most cases, the Company bundles multiple products and very few are sold on a standalone basis.

The Company primarily applies an adjusted market assessment approach for the determination of the SSP, which is supported by rate cards and pricing calculators that are periodically reviewed and updated to reflect the latest sales data and observable inputs by industry, channel, geography, customer size, and other relevant groupings.

The Company primarily applies an adjusted market assessment approach for the determination of the SSP, which is supported by rate cards and

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pricing calculators that are periodically reviewed and updated to reflect the latest sales data and observable inputs by industry, channel, geography, customer size, and other relevant groupings.

The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring promised goods or services to a customer.

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Any excess consideration above the established SSP of services is presented as a reduction to cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.

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

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

The fair value of non-cash consideration included in revenues during the years ended December 31, 2024, 2023 and 2022 totaled $ 4.3 million, $ 4.2 million, and $ 3.9 million, respectively.

The fair value of non-cash consideration included in cost of revenues during the years ended December 31, 2024, 2023 and 2022 totaled $ 4.3 million, $ 4.3 million and $ 4.1 million, respectively.

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Contract assets represent amounts where the right to payment in exchange for goods or services transferred is conditioned on future events, such as the entity's continued performance.

The portion of contract assets to be billed in the succeeding twelve-month period are included in prepaid expenses and other current assets, and the remaining amounts are included in other assets within the Consolidated Balance Sheets.

Contract liabilities relate to amounts billed in advance, or advance consideration received from customers, under non-cancelable contracts for which exchange of goods or services will occur in the future.

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The amount disclosed for remaining performance obligations also excludes variable consideration from unsatisfied performance obligations within a series where revenue is recognized using an output method, such as volume of impressions processed.

Costs to Fulfill a Contract

Certain costs to fulfill are capitalized for contracts where the transfer of goods and services will occur in the future.

Typically, these capitalized costs are incurred during a setup period prior to transferring control of the good or service over time.

These costs include dedicated employees, subcontractors, and other third-party costs.

Capitalized costs are assessed for recoverability at each reporting period.

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

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

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

Cost of Revenues

Cost of revenues consists primarily of costs to produce the Company's products including viewing data from MVPDs, census-based, panel and other third-party data as well as costs to operate its network infrastructure including data center, data storage and compliance costs.

Other costs include amortization of capitalized fulfillment costs, employee costs including stock-based compensation, depreciation related to assets used to maintain the network and produce products and allocated overhead, including rent and depreciation expenses generated by general purpose equipment and software.

Other costs include employee costs including stock-based compensation, depreciation related to assets used to maintain the network and produce products and allocated overhead, including rent and depreciation expenses generated by general purpose equipment and software.

Selling and Marketing

Selling and marketing expenses consist primarily of salaries, commissions, stock-based compensation, benefits and bonuses for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, product management, seminars, promotional materials, public relations, other sales and marketing programs, and allocated overhead, including rent and other facilities related costs, and depreciation.

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promotional materials, public relations, other sales and marketing programs, and allocated overhead, including rent and other facilities related costs, and depreciation.

Research and Development

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General and administrative expenses consist primarily of salaries, stock-based compensation, benefits and related costs for executive management, finance, accounting, human capital, legal, information technology and other administrative functions, as well as professional fees and allocated overhead, including rent and other facilities related costs, depreciation and expenses incurred for other general corporate purposes.

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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 the Company's normal operations.

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

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:

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

Debt Issuance Costs

The Company reflects debt issuance costs in the Consolidated Balance Sheets as a direct deduction from the gross amount of debt, consistent with the presentation of a debt discount.

Debt issuance costs are amortized to interest expense, net over the term of the underlying debt instrument, utilizing the effective interest method.

Debt issuance costs include expenditures necessary to obtain debt financing and are amortized on a straight-line basis, which approximates the effective interest method over the term of the underlying debt instrument.

Debt issuance costs, except for costs associated with the Revolving Facility (as defined below), are presented as a direct deduction from the related debt liability in the Consolidated Balance Sheets.

Debt issuance costs for the Revolving Facility are included in other non-current assets in the Consolidated Balance Sheets.

The Term Loan (as defined below) and Revolving Facility issuance costs are amortized to interest expense, net in the Consolidated Statements of Operations and Comprehensive Loss.

Stock-Based Compensation

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For these awards, stock-based compensation expense is accrued commencing at the service inception date, which generally precedes the grant date, through the end of the requisite service period.

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The Company estimates forfeitures for stock-based awards at their grant date based on historical experience.

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The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more likely than not that some portion or all of its deferred tax assets will not be realized.

The Company determines the realizability of its deferred tax assets

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primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards).

The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards).

In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions.

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

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

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, restricted stock units and contingent consideration, to the extent the effect is dilutive.

In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share.

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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:

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Warrants 132,698 272,851 272,851

Stock options, restricted stock units and deferred stock units 294,388 249,081 253,699

Stock options and restricted stock units 295,249 294,388 249,081

Contingent consideration (2)

— 71,377 211,034

Senior secured convertible notes — — 61,624

Total 5,127,567 4,924,034 5,018,384

(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 acquisition described in Footnote 3 , Business Combination.

The liability payments may be settled in any combination of cash or shares of Common Stock based on the volume-weighted average trading price of the Common Stock for the 10 trading days prior to the date of each payment.

Settlement of this liability in Common Stock could potentially dilute basic earnings per share in future periods.

(2) A contingent consideration liability was recognized as part of the Company's 2021 Shareablee acquisition.

The liability payments could have been settled in any combination of cash or shares of Common Stock based on the volume-weighted average trading price of the Common Stock for the 10 trading days prior to the date of each payment.

As of December 31, 2024, there are no contingently issuable shares as the Company elected to settle the third and last installment of $ 1.2 million in cash.

The Company calculated a potential anti-dilutive share count based on the maximum contingent consideration as of December 31, 2023 of $ 1.2 million and the $ 16.70 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on December 29, 2023.

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

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

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

These dividends have been included in calculating the total loss available to common stockholders used in the calculation of basic and diluted loss per share.

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

For the years ended December 31, 2024, 2023 and 2022, dividends to holders of the Preferred Stock totaled $ 17.6 million, $ 16.3 million, and $ 15.5 million, respectively.

These dividends have been included in calculating the total loss available to common stockholders used in the calculation of basic and diluted loss per share.

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

Recently Adopted Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, 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 adopted ASU 2023-07 during the year ended December 31, 2024.

Refer to Footn ote 14 , Segment Information.

Accounting Guidance Issued But Not Adopted at December 31, 2024

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

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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):

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

The Company will 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 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The ASU requires additional disclosure of the nature of certain expenses in the notes to the financial statements.

The update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

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

Business Combination

On December 16, 2021, the Company and two newly formed, wholly owned subsidiaries of the Company entered into the Merger Agreement with Shareablee, pursuant to which the Company acquired Shareablee.

Total consideration payable to the former holders of Shareablee's capital stock and warrant, and certain underlying equity awards that were assumed by the Company, totaled 456,448 shares of Common Stock.

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

In addition, certain holders of Shareablee's capital stock, warrant and equity awards were also eligible to receive up to an aggregate of $ 8.6 million of contingent consideration over three years after the closing, subject to the satisfaction of certain conditions set forth in the Merger Agreement.

The contingent consideration could be paid in any combination of cash and Common Stock, with any issuance of Common Stock to be based on the volume-weighted average trading price of the Common Stock for the ten full trading days ending on, and including the last business day prior to, the applicable date of the release of the contingent payment.

The amount of contingent consideration would be based on the achievement of certain contractual milestones or a revenue target.

Lastly, the Merger Agreement required a portion of cash held in escrow at closing to be paid to the former holders of Shareablee securities.

Itzhak Fisher, a member of the Company's Board, is a former director, stockholder and equity award holder of Shareablee.

The fair value of Mr.

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

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

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

A summary of the consideration is as follows:

(In thousands) Fair Value

Common Stock (1)

Contingent consideration (2)

Replacement stock options and restricted stock unit awards 260

Escrow payable to former stockholders 184

Total purchase consideration $ 31,373

(1) Calculated based on 397,275 shares of Common Stock issued upon closing, an estimated 6,068 shares of Common Stock to be issued upon completion of a final working capital assessment, and the $ 62.80 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on December 16, 2021.

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

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

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A summary of the total purchase consideration for Shareablee that was allocated to the acquired assets and liabilities based on their fair value as of the date of the Merger is as follows:

(In thousands) December 16, 2021

Net working capital $ ( 2,212 )

Property and equipment, net 4,578

Deferred tax liabilities ( 2,817 )

Other assets and liabilities ( 22 )

Definite-lived intangible assets 12,644

Goodwill 19,202

Total purchase consideration $ 31,373

The goodwill and intangible assets recorded as a result of the Merger are not deductible for income tax purposes.

The goodwill includes the value of the Shareablee acquired workforce, the expected cost synergies to be realized by the Company following the Merger, the opportunity to combine the Company's digital information with Shareablee's social data and insights to enhance the Company's syndicated product offerings, and the opportunity to sell Shareablee products to the Company's customer base.

The following table outlines the fair value of the definite-lived intangible assets and the useful life for each type of intangible asset acquired.

The intangible assets are amortized using a straight-line method over the respective useful life of the intangible asset.

(In thousands) Useful Lives (Years) Fair Value

Customer relationships (1)

Acquired methodologies and technology (1) (2)

Total definite-lived intangible assets $ 12,644

(1) The fair values of these assets are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as Level 3 fair value measurements.

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

(2) The acquisition-date fair value of acquired methodologies and technology was $ 10.6 million.

The $ 6.0 million recognized within intangible assets, net reflects the incremental fair value adjustment to $ 4.6 million of capitalized internal-use software costs recorded at net book value within property and equipment, net as of December 16, 2021.

The primary assets acquired were the developed methodologies and technology, which include a proprietary taxonomy and analytics platform that processes and repackages information on social media data consumption across four large social media platforms.

The Company incurred professional fees directly attributable to the Merger, primarily consisting of legal fees totaling $ 0.5 million during 2021.

These fees are reflected in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

The financial results of Shareablee were included in the Company's Consolidated Financial Statements from the date of the Merger, December 16, 2021.

For the year ended December 31, 2021, Shareablee contributed revenues of $ 0.4 million and loss before income tax provision of $ 1.4 million.

The loss includes $ 1.5 million in stock-based compensation recognized immediately following the closing date pertaining to replacement stock options and restricted stock unit awards issued to Shareablee equity award holders.

Pro forma results of operations for the Merger have not been presented because they are not material to the Company's consolidated results of operations.

The ASU is required to be applied prospectively with the option for retrospective application.

The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures.

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Revenue Recognition

The following table presents the Company's revenue disaggregated by solution group, geographical market and timing of transfer of products and services.

The Company attributes revenue to geographical markets based on the location of the customer.

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.

Years Ended December 31,

(In thousands) 2023 2022 2021

The following table presents the Company's revenue disaggregated by solution group.

(In thousands) Years Ended December 31,

By solution group:

Digital Ad Solutions $ 208,833 $ 212,510 $ 221,979

Cross Platform Solutions 162,510 163,913 145,034

2024 2023 2022

Content & Ad Measurement

Syndicated Audience $ 260,654 $ 276,101 $ 282,238

Cross-Platform 40,470 33,803 25,241

Total Content & Ad Measurement 301,124 309,904 307,479

Research & Insight Solutions 54,923 61,439 68,944

Total $ 356,047 $ 371,343 $ 376,423

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.

Years Ended December 31,

(In thousands) 2024 2023 2022

By geographical market :

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Non-current contract liabilities 688 605

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

Current and non-current contract assets as of December 31, 2024 decreased from the prior year primarily due to increased contract billings ahead of revenue recognition for license fees in connection with multi-year agreements.

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

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The Company expects to recognize revenue on approximately 53 % of these remaining performance obligations in 2025, and approximately 30 % in 2026, with the remainder recognized thereafter.

Convertible Redeemable Preferred Stock and Stockholders' Equity

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Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)

2021 Issuance of Preferred Stock

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("Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements").

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

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approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021.

The issuance of securities pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021.

At the closing of the Transactions, the Company issued and sold (a) to Charter, 27,509,203 shares of Preferred Stock in exchange for $ 68.0 million, (b) to Qurate, 27,509,203 shares of Preferred Stock in exchange for $ 68.0 million and (c) to Pine, 27,509,203 shares of Preferred Stock in exchange for $ 68.0 million.

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

The Transactions and related agreements include the following rights:

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 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 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 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.

2024 Issuance of Preferred Stock

On July 24, 2024 (the "2024 Issuance Date"), the Company issued 13,257,294 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.

As of the 2024 Issuance Date, the additional shares of 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.

The additional shares of 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 additional shares of 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 Consolidated Financial Statements, the 2024 issuance of Preferred Stock 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 additional shares of 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 Consolidated Balance Sheet, because gains in transactions with related parties are recognized as equity contributions.

The Preferred Stock and related agreements include the following rights:

Registration Rights

On the Closing Date, the Company entered into a Registration Rights Agreement (the "RRA") with the holders of the Preferred Stock (together with any other party that may become a party to the RRA), pursuant to which, among other things, and on the terms and subject to certain limitations set forth therein, the Company was obligated to file a registration statement registering the sale or distribution of shares of Preferred Stock or Common Stock held by any holder, including any shares of Common Stock acquired by any holder pursuant to the conversion of the Preferred Stock, and any other securities issued or issuable with respect to any such shares of Common Stock or Preferred Stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise (the "Registrable Securities").

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Stock or Common Stock held by any holder, including any shares of Common Stock acquired by any holder pursuant to the conversion of the Preferred Stock, and any other securities issued or issuable with respect to any such shares of Common Stock or Preferred Stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise (the "Registrable Securities").

In addition, pursuant to the RRA, the holders have the right to require the Company, subject to certain limitations, to effect a sale of any or all of their Registrable Securities by means of an underwritten offering or an underwritten block trade or bought deal.

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The registration statement on Form S-3 became effective on September 21, 2021.

Conversion Provisions

The 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 rate is calculated as the product of (i) the conversion factor and (ii) the quotient of (A) the sum of the initial purchase price and accrued dividends with respect to each share of Preferred Stock divided by (B) the initial purchase price.

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

At any time after the fifth anniversary of the Closing Date, the Company may elect to convert all of the outstanding shares of Preferred Stock into shares of Common Stock if (i) the closing sale price of the Company's Common Stock is greater than 140 % of the conversion price as of such time, as may be adjusted pursuant to the Certificate of Designations, for certain periods, and (ii) the pro rata share of an aggregate of $ 100.0 million in dividends has been paid with respect to each share of Preferred Stock that was outstanding on the Closing Date and remains outstanding.

As of December 31, 2023, no shares of Preferred Stock have been converted into Common Stock.

The Company is obligated to file an additional registration statement with respect to the shares of Preferred Stock issued in 2024 (and the shares of Common Stock issuable upon conversion of such Preferred Stock) in accordance with the terms of the RRA and plans to file that registration statement in 2025.

Voting Rights

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As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend.

On June 30, 2021, in accordance with the Certificate of Designations of the Preferred Stock, the Company paid cash dividends totaling $ 4.8 million to the holders of the Preferred Stock, representing dividends accrued for the period from the Closing Date through June 29, 2021.

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

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

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

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

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

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

On July 24, 2024, the Company issued 13,257,294 shares of Preferred Stock to cancel $ 32.8 million of accrued dividends as described above.

As of December 31, 2024, accumulated dividends paid totaled $ 20.3 million.

Anti-Dilution Adjustments

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Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Consolidated Balance Sheets.

Conversion Provisions

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Stock divided by (B) the initial purchase price.

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

As of December 31, 2024, no shares of Preferred Stock have been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 9.0 million.

2019 Issuance and Sale of Common Stock and Warrants

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In addition, the number of shares issuable under the Series A Warrants was increased by 136,425 .

The Series A Warrants are exercisable by the holders for a period of five years from the CVI Closing Date and are currently exercisable into 272,851 shares of Common Stock, which is equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described above).

The exercise price for the Series A Warrants was $ 240.00 upon issuance but was subsequently adjusted, as described below.

The Series A Warrants may be exercised for cash or through a net settlement feature under certain circumstances.

The exercise price for the Series A Warrants is subject to anti-dilution adjustment in certain circumstances, including upon certain issuances of capital stock.

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

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

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

CVI will not have the right to exercise any warrant that would result in CVI beneficially owning more than 4.99 % of the outstanding Common Stock after giving effect to such exercise.

CVI has the right, in its discretion, to raise this threshold up to 9.99 % with 60 days' notice to the Company.

In addition, if and to the extent the exercise of any warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other warrants, result in the issuance of 20.0 % or more of the outstanding Common Stock of the Company on the CVI Closing Date (the "Exchange Cap"), the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash.

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

Refer to Footnote 7 , Fair Value Measurements , for further information.

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, 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.

2013 Stock Option/Issuance Plan

On December 16, 2021, the Company assumed certain equity awards outstanding under the Shareablee, Inc.

2013 Stock Option/Stock Issuance Plan (the "2013 Plan") in connection with the acquisition of Shareablee described in Footnote 3 , Business Combination .

2013 Stock Option/Stock Issuance Plan (the "2013 Plan") in connection with the acquisition of Shareablee.

The Company registered the securities issuable under the 2013 Plan with the SEC on December 23, 2021.

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No options were approved and awarded for the years ended December 31, 2024 and 2023 under the 2018 Plan.

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The fair values of options at the date of grant, or when assumed by the Company, were estimated using the Black-Scholes option pricing model utilizing the following assumptions:

Year Ended December 31,

Dividend yield (1)

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68.2 % - 69.2 %

33.2 % - 72.4 %

Risk-free interest rate (3)

3.2 % - 4.2 %

0.1 % - 1.4 %

Expected life of options (in years) (4)

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Options under the Company's plans generally have a contractual term of 10 years and generally must be exercised within 30 to 90 days following termination of service.

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A summary of options granted, exercised, forfeited and expired during the years ended December 31, 2024, 2023 and 2022 is included below:

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Options outstanding as of December 31, 2021

Options assumed (1)

89,152 $ 89.00

Options granted

Options exercised ( 4,848 ) 27.00

Options forfeited ( 3,114 ) 146.60

Options expired ( 14,391 ) 291.40

Options outstanding as of December 31, 2022

Options granted

114,199 $ 48.40

Options exercised ( 150 ) 18.20

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Options outstanding as of December 31, 2023

108,663 $ 46.56

Options exercised ( 33 ) 18.20

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Options outstanding as of December 31, 2024

99,469 $ 42.15

Options exercisable as of December 31, 2024

(1) Excludes 875 stock options settled in cash in lieu of the issuance of Common Stock of the Company.

75,269 $ 39.83

The following table summarizes information about options outstanding, and exercisable, as of December 31, 2024:

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99,469 $ 42.15 5.86 75,269 $ 39.83 5.28

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

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

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

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

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

The aggregate intrinsic value for options exercised was zero , zero and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The aggregate intrinsic value for all options exercisable was zero , zero and $ 0.1 million under the Company's stock plans as of December 31, 2024, 2023 and 2022, respectively.

The aggregate intrinsic value for all options outstanding was zero , zero and $ 0.1 million under the Company's stock plans as of December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the total unrecognized compensation expense related to outstanding, but not yet exercisable, options is $ 0.4 million, which the Company expects to recognize over a weighted-average vesting period of approximately 1.5 years.

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

During 2024, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 229,795 time-based RSUs (of which 119,720 RSUs related to the settlement of an accrued 2023 annual incentive plan liability and vested immediately) under the 2018 Plan to employees and directors of the Company.

No market-based RSUs were awarded for the year ended December 31, 2024.

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

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

During 2021, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 123,234 time-based RSUs (of which 70,664 RSUs related to the settlement of an accrued 2020 annual incentive plan liability and vested immediately) and 106,396 performance-based RSUs under the 2018 Plan to employees and directors of the Company.

The performance-based RSUs pertained to awards approved by the Company's Board of Directors as part of the Transactions on January 7, 2021, which awards included the closing of the Transactions as an implied performance condition.

Of these performance-based RSUs, 38,634 vested immediately upon the closing of the Transactions.

The remaining performance-based RSUs generally vest after one to three years contingent on continued service.

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On December 16, 2021, the Company assumed all outstanding RSUs representing the right to receive shares of Shareablee common stock as part of the Merger.

Each assumed Shareablee RSU was converted into 0.01652185 RSUs of the Company, resulting in 2,785 RSUs of the Company.

Each assumed Shareablee RSU is otherwise subject to the same terms and conditions (including as to vesting and issuance) as were applicable under the respective Shareablee RSU immediately prior to the Merger.

A summary of the stock awards granted, vested and forfeited during the years ended December 31, 2024, 2023 and 2022 is presented as follows.

RSU awards with undelivered shares are classified as unvested until the date of delivery of the shares.

Unvested Stock Awards Restricted

Stock Units Weighted

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Unvested as of December 31, 2021

201,511 $ 75.20

Granted 117,929 40.80

Assumed 2,785 62.80

Vested ( 74,656 ) 80.20

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Unvested as of December 31, 2022

232,230 $ 53.80

Granted 234,171 19.08

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Unvested as of December 31, 2023

313,724 $ 42.38

Granted 229,795 15.19

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Unvested as of December 31, 2024

381,631 $ 33.62

The aggregate intrinsic value for all unvested RSUs outstanding was $ 2.2 million, $ 5.2 million, and $ 5.4 million as of December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024, total unrecognized compensation expense related to unvested RSUs was $ 1.4 million, which the Company expects to recognize over a weighted-average vesting period of approximately 2.5 years.

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 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.

The facility has 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 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 %.

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

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

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

Secured Credit Agreement

On December 31, 2024, the Company entered into a senior secured financing agreement (the "Credit Agreement") among the Company as borrower, certain of its subsidiaries as guarantors, Blue Torch Finance LLC as administrative agent and collateral agent (in such capacities, the "Agent"), and the lenders from time to time party thereto.

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").

Borrowings under the Credit Agreement are made at the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement) and bear interest at a rate per annum equal to (i) the Adjusted Term SOFR rate, subject to a 3.0 % floor, plus an applicable margin of 7.0 % or (ii) the Reference Rate, subject to a 4.0 % floor, plus an applicable margin of 6.0 %.

The Credit Agreement also provides for an unused commitment fee equal to 1.0 % per annum of the unused Revolving Facility commitments.

To the extent that an event of default exists and is continuing, at the election of the Agent, all amounts outstanding under the Credit Agreement will bear interest at 2.0 % per annum above the rate and margin otherwise applicable thereto.

The Company elected the Adjusted Term SOFR rate for the Term Loan as of December 31, 2024.

As of December 31, 2024, the stated interest rate on the Term Loan was 11.59 %.

Except as described below, the Company can repay any amounts borrowed under the Revolving Facility prior to the maturity date without any premium or penalty other than customary SOFR breakage costs.

Any voluntary or mandatory prepayments of the Term Loan (subject to customary exceptions for prepayments made with Excess Cash Flow (as defined in the Credit Agreement), the net cash proceeds of insurance and condemnation events, and the replacement of certain lenders in accordance with the Credit Agreement), as well as any payments of the Revolving Facility or the Term Loan in connection with an insolvency event, acceleration, other exercise of remedies or the early termination of the Credit Agreement, are subject to prepayment premiums as follows:

(i) with respect to any such payment occurring on or before the first anniversary of the closing date, a 3.0 % prepayment premium plus a make-whole amount based on U.S.

Treasury notes yield, (ii) with respect to any such payment occurring after the first anniversary and on or before the second anniversary of the closing date, a 1.0 % prepayment premium, and (iii) with respect to any such payment occurring after the second anniversary of the closing date, no prepayment premium.

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• 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;

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

The Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness or liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates.

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 December 31, 2023.

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

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

Senior Secured Convertible Notes and Financing Derivatives

During 2018, the Company entered into certain agreements with funds affiliated with or managed by Starboard Value LP (collectively, "Starboard"), pursuant to which the Company issued and sold to Starboard a total of $ 204.0 million in Notes, as well as warrants to purchase shares of the Company's Common Stock.

The warrants were exercised in full by Starboard in 2019.

The Notes contained, among other features, an interest rate reset feature which the Company determined represented an embedded derivative that must be bifurcated and accounted for separately from the Notes.

This feature reset the interest rate on the Notes based on the trading price of the Company's Common Stock.

Interest on the Notes was payable on a quarterly basis in arrears, at the option of the Company, in cash, or, subject to certain conditions, through the issuance by the Company of additional shares of Common Stock ("PIK Interest Shares").

On January 25, 2021, the Company paid quarterly accrued interest of $ 6.1 million through the issuance of 140,122 PIK Interest Shares.

In connection with the Transactions described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , the Company used cash proceeds of $ 204.0 million from the issuance of shares of its Preferred Stock to extinguish the Notes and related financing derivatives on March 10, 2021.

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

Lastly, the Company paid interest accrued of $ 4.7 million for the period from January 1, 2021 to March 10, 2021 through the issuance of 68,166 PIK Interest Shares.

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

The loans are required to 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 (subject to certain thresholds, exceptions and reinvestment rights).

Additionally, beginning with the fiscal year ending December 31, 2025, the Company is required to prepay the loans annually with Excess Cash Flow at the following percentages:

(i) if the Total Leverage Ratio (as defined in the Credit Agreement) is greater than 2.25 :1.00, 75 % of Excess Cash Flow, (ii) if the Total Leverage Ratio is equal to or less than 2.25 :1.00 but greater than 1.75 :1.00, 50 % of Excess Cash Flow, (iii) if the Total Leverage Ratio is equal to or less than 1.75 :1.00 but greater than 1.25 :1.00, 25 % of Excess Cash Flow, and (iv) if the Total Leverage Ratio is equal to or less than 1.25 :1.00, 0 % of Excess Cash Flow.

The Credit Agreement also contains the following financial covenants:

• a maximum Senior Leverage Ratio (as defined in the Credit Agreement) for the most recently ended four fiscal quarter period, not to exceed the level set forth in the Credit Agreement for the last day of such period, starting with the fiscal quarter ending March 31, 2025;

• minimum Liquidity (as defined in the Credit Agreement) of $ 10.0 million at all times.

Additionally, the Credit Agreement contains restrictive covenants that limit the Company's 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 Company's Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends, including a heightened Liquidity requirement, on and after that date.

The Credit Agreement is 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 (as defined in the Credit Agreement) may accelerate any amounts outstanding and terminate lender commitments.

The Credit Agreement is guaranteed by the Company and certain of its domestic subsidiaries and is secured by a first lien security interest in substantially all assets of the Company and such subsidiaries, as set forth in a pledge and security agreement dated December 31, 2024 (the "Security Agreement") among the Company, the guarantor subsidiaries and the Agent.

The Term Loan is recorded on the Consolidated Balance Sheet, net of debt issuance costs and debt discount.

The debt issuance costs and debt discount associated with the Term Loan were capitalized and will be amortized through interest expense, net on the Consolidated Statements of Operations and Comprehensive Loss during the term of the Term Loan.

As of December 31, 2024, the effective interest rate was 14.54 %.

The Credit Agreement was evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument.

Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the financial statements.

No embedded features were identified requiring bifurcation, other than the change of control feature.

The Company reassesses whether a change in control is considered probable as of each reporting date.

The change in control feature is not recorded on the Consolidated Balance Sheet as of December 31, 2024 because a change in control is not considered probable.

The Company's total debt obligations under the Credit Agreement as of December 31, 2024 are as follows:

(in thousands) December 31, 2024

Secured term loan $ 45,000

Unamortized debt discount and issuance costs ( 3,832 )

(1) The current portion of the Term Loan of $ 0.5 million is classified within other current liabilities in the Consolidated Balance Sheets as of December 31, 2024.

The information set forth below summarizes the required future principal payments on the Term Loan, by year, as of December 31, 2024:

(In thousands)

Total $ 45,000

The debt issuance costs associated with the Revolving Facility are capitalized and recorded in other non-current assets in the Consolidated Balance Sheet.

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

Prior Credit Agreement

On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Prior 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 Prior 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 Prior Credit Agreement) that was based on LIBOR.

The Company could also request the issuance of letters of credit under the

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Prior 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 Prior 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 interest rate and modified the Applicable Rate definition in the Prior 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 Prior Credit Agreement.

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

Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Prior Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Prior Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Prior 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 Prior 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 Prior 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 Prior Credit Agreement;

(vii) updated certain defined terms in the Prior 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.

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

On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 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 November 2024 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 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 Prior 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.

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 were terminated or cash collateralized on or prior to such date.

The Prior Credit Agreement contained restrictive covenants that limited 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 Prior Credit Agreement was also subject to customary events of default, including a change in control.

The Prior Credit Agreement was guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Prior Credit Agreement)) and was 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.

On December 31, 2024, the Company terminated the Prior Credit Agreement.

The Company used a portion of proceeds from the Term Loan to cash collateralize certain letters of credit that were outstanding under the Prior Credit Agreement.

The Company had no borrowings outstanding under the Prior Credit Agreement on the termination date, and no early termination penalties were incurred by the Company in connection with the termination.

Fair Value Measurements

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

Money market funds (1)

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

Contingent consideration liability (1)

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Total $ — $ 1,191 $ — $ 1,191 $ — $ 4,806 $ 669 $ 5,475

(1) Level 1 cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $ 1.00 per share by investing in liquid, high quality U.S.

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

(2) The contingent consideration was recognized as part of the acquisition described in Footnote 3 , Business Combination .

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

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

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

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

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

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

There were no other changes to the Company's valuation techniques or methodologies during the years ended December 31, 2023 or 2022, respectively.

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

(In thousands) Warrants Liability Contingent Consideration Liability

(1) The contingent consideration was recognized as part of the 2021 Shareablee acquisition.

In April 2022, the contingency was resolved and the full amount was deemed payable.

Refer to Footnote 2 , Summary of Significant Accounting Policies.

In December 2024, the Company elected to settle the third and final installment in cash, which was paid in 2025.

As a result, the fair value of this liability as of December 31, 2024 is equal to the payment due.

The fair value of this liability as of 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 within other current liabilities in the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023.

(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 Consolidated Balance Sheets.

The Series A Warrants expired on June 26, 2024 and there are no warrants outstanding as of December 31, 2024.

There were no changes to the Company's valuation techniques or methodologies during the years ended December 31, 2024 or 2023.

The following tables present the changes in the Company's recurring Level 3 fair value measurements for the years ended December 31, 2024 and 2023:

(In thousands) Warrants Liability

Balance as of December 31, 2022 $ 718

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

Total loss recognized due to remeasurement (1)

Transfer to Level 2 (2)

Total gain recognized due to remeasurement (1)

Balance as of December 31, 2023 $ 669

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

Total gain recognized due to remeasurement and expiration of warrants (1)

Balance as of December 31, 2024 $ —

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

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

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

The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of December 31, 2023 and 2022 that are measured at fair value on a recurring basis.

(1) The gain due to remeasurement and expiration of warrants was recorded in other income, net, in the Consolidated Statements of Operations and Comprehensive Loss.

The Series A Warrants expired unexercised on June 26, 2024.

Fair Value Measurements

Valuation Technique Significant Inputs December 31, 2023 December 31, 2022

Valuation Technique Significant Inputs December 31, 2023

Warrants liability Option pricing Stock price $ 16.70

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Risk-free rate 5.3 %

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

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

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

Refer to Footnote 10 , Goodwill, for further details.

For the years ended December 31, 2024, 2023 and 2022, the Company recorded goodwill impairment charges of $ 63.0 million, $ 78.2 million and $ 46.3 million, respectively.

Refer to Footnote 9 , Goodwill and Intangible Assets, 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.

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For the year ended December 31, 2024, the Company recorded the additional shares of Preferred Stock of $ 19.6 million within mezzanine equity and $ 13.0 million within additional paid-in capital, which was based on the calculated fair value net of issuance costs.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), for further details.

The initial measurement of the additional shares of Preferred Stock 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 additional Preferred Stock at the 2024 Issuance Date.

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Leasehold improvements 14,656 15,571

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

Computer software (including software license arrangements of $ 1,365 in 2024 and 2023, respectively)

Finance leases 20,974 13,113

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Of the Company's property and equipment, net, 99 % was located in the United States as of December 31, 2024 and 2023.

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

These leases have remaining lease terms of less than one year to four years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year .

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

These leases have remaining lease terms of less than one year to five years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within two years .

As of December 31, 2024, the weighted average remaining lease term for the Company's finance leases and operating leases was 2.3 years and 2.6 years, respectively.

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2027 5,821 1,559

Thereafter — —

Total lease payments 26,703 9,689

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Total non-current lease liabilities $ 14,805 $ 5,083

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

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

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

As of December 31, 2024, the Company has four subleases.

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

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

None of these subleases contain any options to renew or terminate the sublease agreement.

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

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

In 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 the decline in the Company's stock price, market and equity capitalization, operating results and projections.

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

The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis.

The Company's reporting unit did not pass the goodwill impairment test and as a result, the Company recorded a $ 63.0 million impairment charge during the three months ended September 30, 2024.

No additional impairment indicators were identified during the fourth quarter of 2024.

In conjunction with its annual test as of October 1, 2023, the Company performed a quantitative goodwill impairment test as of September 30, 2023.

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

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

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

In the second quarter of 2023, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value.

In its assessment, the Company considered the decline in the Company's stock price and market capitalization, among

The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to

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other factors.

the fair value of the reporting unit and to assist in the related calculations and analysis.

The Company's reporting unit did not pass the goodwill impairment test and as a result, the Company recorded a $ 34.1 million impairment charge during the three months ended December 31, 2023.

In the second quarter of 2023, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value.

In its assessment, the Company considered the decline in the Company's stock price and market capitalization, among other factors.

The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $ 44.1 million impairment charge in the second quarter of 2023.

In 2022, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value.

Accordingly, in conjunction with its annual test as of October 1, 2022, the Company performed a quantitative goodwill impairment test as of September 30, 2022.

The Company's reporting unit did not pass the goodwill impairment test and as a result, the Company recorded a $ 46.3 million impairment charge in the third quarter of 2022.

The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $ 44.1 million impairment charge during the three months ended June 30, 2023.

In conjunction with its annual test as of October 1, 2022, the Company performed a quantitative goodwill impairment test as of September 30, 2022.

In its assessment, the Company considered the decline in the Company's stock price and market capitalization, among other factors.

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

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

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

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Balance as of December 31, 2024

(1) Goodwill balance is net of an accumulated impairment charge of $ 270.6 million as of December 31, 2022.

The carrying values of the Company's definite-lived intangible assets are as follows:

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Acquired methodologies and technology 2.0

Acquired software 1.0

Customer relationships 2.0

Intellectual property 0.7

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The estimated future amortization of intangible assets is as follows:

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Total $ 5,058

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Accrued Expenses

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

These agreements have remaining terms from one to seven years .

These agreements have remaining terms from less than one year to six years .

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

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Total $ 150,867

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

Contingencies

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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

State Sales Tax Audit

In January 2025, the Company received an initial audit assessment from the State of Washington Department of Revenue related to an audit of potential sales tax liabilities in Washington for fiscal years 2020 through 2023.

The aggregate assessment calculated by the Department of Revenue, including alleged penalties and interest, was approximately $ 8.0 million.

The Company has petitioned for review of the audit assessment and believes it has a strong position that its activities are not taxable under the applicable terms of Washington law.

As of December 31, 2024, the Company cannot reasonably estimate the outcome of the review and the potential liability, if any, that may be incurred in this matter.

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Other 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.

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Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations.

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

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Income tax provision $ 924 $ 1,533 $ 1,724

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A reconciliation of the statutory U.S.

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Other nondeductible/nontaxable items ( 0.8 ) % ( 0.5 ) % 3.7 %

Nondeductible interest and derivatives — % — % ( 5.9 ) %

Foreign rate differences ( 0.4 ) % ( 0.3 ) % ( 0.4 ) %

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Goodwill impairment ( 17.6 ) % ( 16.6 ) % ( 11.8 ) %

tax impact of restructuring — % — % 10.3 %

Other adjustments — % ( 1.0 ) % ( 1.7 ) %

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Income Tax Provision

The Company recognized income tax expense of $ 0.9 million during the year ended December 31, 2024, which is comprised of current tax expense of $ 1.8 million related to foreign taxes and state taxes and deferred tax benefit of $ 0.8 million related to both U.S.

and foreign taxes.

Included in tax expense is an income tax adjustment of $ 17.2 million related to the impairment of goodwill.

Also included in total tax expense is income tax benefit of $ 2.5 million for a decrease in the valuation allowance recorded against the Company's deferred tax assets to offset the tax expense of the Company's 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.

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

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

Income tax expense of $ 18.5 million has also been included for an increase in the valuation allowance recorded against the Company's deferred tax assets to offset the tax benefit of the Company's operating losses in the

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and certain foreign jurisdictions.

These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S.

federal statutory rate, are the primary drivers of the annual effective income tax rate.

The Company recognized income tax expense of $ 0.9 million during the year ended December 31, 2021, which is primarily comprised of current tax expense of $ 2.2 million related to foreign taxes and a federal deferred tax benefit of $ 1.5 million related to temporary differences between the tax treatment and GAAP accounting treatment for certain items.

Included in total tax expense 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, and nondeductible interest expense on debt instruments and associated derivatives.

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.

and certain foreign jurisdictions.

This increase was offset by an income tax benefit of $ 2.8 million related to the release of the portion of the Company's valuation allowance as a result of the Shareablee acquisition.

These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S.

federal statutory rate, are the primary drivers of the annual effective income tax rate.

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Deferred Income Taxes

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Capital loss carryforwards 108 108

Property and equipment 4,735 —

Intangible assets 3,608 3,970

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Goodwill ( 1,274 ) ( 2,341 )

Other — ( 40 )

Total deferred tax liabilities $ ( 6,649 ) $ ( 10,132 )

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entities, including federal and state tax attributes and timing differences, as well as the deferred tax assets of certain foreign subsidiaries.

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

net operating loss carryforwards.

The decrease in the valuation allowance during 2024 is primarily due to the decrease in U.S.

net operating loss carryforwards, net of the increase in capitalized R&E expenditures under Section 174.

To the extent the Company determines that, based on the weight of available evidence, all or a portion of its valuation allowance is no longer necessary, the Company will recognize an income tax benefit in the period such determination is made for the reversal of the valuation allowance.

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It is possible that such reduction of or addition to the Company's valuation allowance may have a material impact on the Company's results from operations.

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

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

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As of December 31, 2024, the Company had U.S.

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The Company estimates that $ 436.2 million of its U.S.

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

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

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

federal and $ 1.3 billion of its state net operating loss carryforwards are utilizable given the annual limitations under Section 382.

The Company's net operating loss carryforwards began to expire in 2025 for federal and 2026 for state income tax purposes.

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

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The remaining unrecognized tax benefits have reduced deferred tax balances.

The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate is $ 2.0 million as of December 31, 2023, 2022 and 2021 and includes the federal tax benefit of state deductions.

The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate is $ 1.8 million as of December 31, 2024 and $ 2.0 million as of December 31, 2023 and 2022, respectively.

The amount of unrecognized tax benefits includes the federal tax benefit of state deductions.

The Company anticipates $ 0.1 million of unrecognized tax benefits will reverse during the next year due to the expiration of statutes of limitation.

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For income tax returns filed by the Company, the Company is generally no longer subject to U.S.

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

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authorities for years prior to 2019.

federal examinations by tax authorities for years prior to 2021 or state and local tax examinations by tax authorities for years prior to 2020.

The Company is no longer subject to examination by tax authorities in the Netherlands for years prior to 2018.

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As of December 31, 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 products and receives various services from WPP supporting the Company's data collection efforts.

The Company provides WPP and its affiliates, in the normal course of business, services amongst its different products 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 Consolidated Statements of Operations and Comprehensive Loss, are detailed below:

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Cost of revenues 8,781 9,350 9,391

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

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

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

Under the waivers and the Certificate of Designations, the deferred dividends would continue to accrue at a rate of 9.5 % per year until 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.

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 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

As of December 31, 2024, Charter, Liberty and Pine each owned 31,928,301 shares of the Company's outstanding Preferred Stock.

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

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

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

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

As of December 31, 2024 and December 31, 2023, total accrued dividends to the holders of Preferred Stock were $ 9.0 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.

Under the original DLA, Charter Operating would bill the Company for license fees according to a payment schedule that gradually increased from $ 10.0 million in the first year of the term to $ 32.3 million in the tenth year of the term.

The Company recognizes expense for the license fees ratably over the term.

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

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

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

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breaches of the DLA by the Company.

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

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

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.

On December 31, 2024, the Company and Charter Operating entered into another amendment (the "2024 Amendment") under which the Company will pay fees based on household counts provided by Charter Operating during the period.

The 2024 Amendment was conditioned upon the Company's payment of arrears due to Charter under the DLA, which were paid in full on December 31, 2024.

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

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Cost of revenues 21,669 19,914 17,580

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

Table of Conte nt s

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

As of December 31,

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Non-current portion of accrued data costs 22,031 21,908

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

The Company had no transactions with Pine and Liberty in 2024, other than the 2024 Preferred Stock issuance.

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

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

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

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

Transactions with Starboard

In 2018, the Company entered into certain agreements with Starboard, then a beneficial owner of more than 5.0 % of the Company's outstanding Common Stock.

Refer to Footnote 6 , Debt , for further information regarding these agreements and the Company's issuance of Notes to Starboard in 2018.

As a result of these agreements and the transactions contemplated thereby, Starboard ceased to be a beneficial owner of more than 5.0 % of the Company's outstanding Common Stock in January 2018.

In addition, pursuant to a prior agreement with Starboard, the Company provided Starboard the right to designate certain members to the Company's Board.

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

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

In the Consolidated Statements of Operations and Comprehensive Loss, the Company recorded interest expense, inclusive of non-cash accretion of issuance discount and deferred financing costs, related to the Notes of $ 6.6 million during the year ended December 31, 2021.

In connection with the extinguishment of the Notes on March 10, 2021, the Company issued 157,500 Conversion Shares to Starboard valued at $ 9.6 million as discussed in Footnote 6 , Debt , which amount was included as a component of loss on extinguishment of debt in the Consolidated Statements of Operations and Comprehensive Loss.

The Company had no outstanding balances related to Starboard as of December 31, 2023 or 2022.

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

The Company recognized revenues of $ 0.9 million from transactions with Qurate and its affiliates in the normal course of business during the years ended December 31, 2024, 2023 and 2022, respectively, as reflected in the Consolidated Statements of Operations and Comprehensive Loss.

Segment Information

Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available and is evaluated on a regular basis by the chief operating decision maker ("CODM").

The Company's CODM is its Chief Executive Officer, who decides how to allocate resources and assess performance.

The Company operates as one operating segment.

A single management team reports to the CODM, who manages the business on a consolidated basis.

The Company's CODM uses consolidated net income to make decisions, allocate resources and assess performance.

The following table presents financial information that is presented to the CODM with respect to the Company's single operating segment for the years ended December 31, 2024, 2023 and 2022:

Years Ended December 31,

(In thousands) 2024 2023 2022

Content & Ad Measurement $ 301,124 $ 309,904 $ 307,479

Syndicated Audience 260,654 276,101 282,238

Cross Platform 40,470 33,803 25,241

Research & Insight Solutions 54,923 61,439 68,944

Total revenues $ 356,047 $ 371,343 $ 376,423

Cost of goods sold 136,831 137,722 137,163

Operating expenses

Compensation $ 125,946 $ 133,934 $ 146,313

Professional fees 20,693 22,095 22,042

Facilities & office expense 10,263 11,034 12,915

Software licenses, maintenance and systems 12,498 12,576 12,770

Travel & entertainment 2,075 1,940 1,536

Other operating expenses 5,379 8,011 6,216

Total operating expenses $ 176,854 $ 189,590 $ 201,792

Depreciation & amortization $ 28,795 $ 26,920 $ 46,288

Stock-based compensation 3,191 4,535 8,178

Non-recurring expenses (income) 846 1,740 ( 5,646 )

Restructuring & transformation 2,574 7,517 6,270

Impairment 64,397 79,702 46,300

Interest expense, net 1,883 1,445 915

Taxes 924 1,533 1,724

Net loss $ ( 60,248 ) $ ( 79,361 ) $ ( 66,561 )

Table of Conte nt s

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;

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

reinvestment in and modernization of key technology platforms;

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

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.

Table of Conte nt s

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

The Restructuring Plan was substantially completed in 2024.

The following table summarizes costs incurred related to the Restructuring Plan for the years ended December 31, 2024, 2023, and 2022.

Years Ended December 31,

(In thousands) 2024 2023 2022

Severance and related costs $ 788 $ 5,464 $ 4,578

Other 239 770 1,232

Total restructuring $ 1,027 $ 6,234 $ 5,810

The table below summarizes the changes in the accrued amounts for the years ended December 31, 2024 and 2023 and the balance of the restructuring liability as of December 31, 2024 and 2023, which is recorded in accrued expenses in the Consolidated Balance Sheets:

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Payments ( 2,316 ) ( 151 ) ( 2,467 )

Foreign exchange ( 88 ) — ( 88 )

Other 323 ( 171 ) 152

Accrued balance as of December 31, 2024

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data