Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
comScore, Inc. Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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CONSOLIDATED BALANCE SHEETS
46
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
47
CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
48
CONSOLIDATED STATEMENTS OF CASH FLOWS
49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of comScore, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of comScore, Inc. 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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenues – Certain Complex Contracts – Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
The Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. The Company's contracts with customers may include multiple promised goods and services. Contracts with multiple performance obligations typically consist of a mix of subscriptions to the Company's online database, customized data services, and delivery of periodic custom reports based on information obtained from the database. In such cases, the Company identifies performance obligations by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined as one performance obligation.
Once the Company identifies the performance obligations, the Company will determine the transaction price based on contractually fixed amounts and an estimate of variable consideration. In general, the transaction price is determined by estimating the fixed amount of consideration to which the Company is entitled for transfer of goods and services and all relevant sources and components of variable consideration. Variable consideration is estimated based on the most likely amount or expected value approach, depending on which method the Company expects to better predict the amount of consideration to which it will be entitled. Once the Company elects one of the methods to estimate variable consideration for a particular type of performance obligation, the Company will apply that method consistently. Estimates of variable consideration are subject to constraint based on expected recovery from the customer.
The Company allocates the transaction price to each performance obligation based on relative standalone selling price ("SSP"). The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring promised goods or services to a customer. Customers may obtain the control of promised goods or services over time or at a point in time.
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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.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to evaluating the significant estimates and judgments used by management in the determination of the accounting for certain more complex revenue contracts, including the identification of performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue when performance obligations are satisfied, included the following, among others:
• We tested the effectiveness of controls, including controls over the identification of performance obligations, determination of the transaction price, allocation of the transaction price, and determination of when performance obligations are satisfied.
• For a selection of revenue contracts identified as having more complex terms, we performed the following:
◦ 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.
◦ Tested the SSP established by management by obtaining supporting evidence for management's determination of the SSP and tested the allocation of the contract value to performance obligations based on the SSP.
◦ Tested the timing of revenue recognition by evaluating whether revenue should be recognized over time or at a point in time, and whether the revenue was recognized in the appropriate period by examining evidence of delivery or access to support the timing of revenue recognition based on the product or service type.
◦ Tested the mathematical accuracy of management's calculation of revenue.
◦ Obtained external evidence regarding the delivery of the performance obligation(s) and confirming there are no side agreements.
Goodwill – Goodwill Impairment Analysis – Refer to Notes 2 and 9 to the financial statements
Critical Audit Matter Description
Goodwill is evaluated for impairment at least annually, as of October 1, by comparing the fair value of a reporting unit to its carrying value including goodwill. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rate, long-term growth rates and market values.
The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term growth rates, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macro-economic conditions.
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.
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:
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• 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.
• We evaluated whether the internal specialists used by the Company to perform the goodwill valuation analysis had the necessary competence, capabilities, and objectivity.
• We evaluated management's ability to accurately forecast revenue by comparing the actual results to management's historical projections.
• We sensitized management's projections and performed inquiries of management to determine areas of audit focus.
• We evaluated the reasonableness of management's forecasted revenue by comparing the forecasts to:
◦ Historical revenue growth.
◦ Historical industry revenue growth rates and revenue growth rates of peer group companies.
◦ Economic forecasts considering the impact of macro-economic conditions.
◦ Internal communications to management and the Board of Directors.
◦ Forecasted information included in analyst and industry reports for the Company and certain of its peer group.
◦ Corroborative inquiries with management regarding the projected revenue growth.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by:
◦ Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.
◦ 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, 2024, annual measurement date, to December 31, 2024.
/s/ Deloitte & Touche LLP
McLean, Virginia
March 6, 2025
We have served as the Company's auditor since 2017.
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COMSCORE, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31,
(In thousands, except share and per share data) 2024 2023
Assets
Current assets:
Cash and cash equivalents $ 29,937 $ 22,750
Restricted cash 3,531 186
Accounts receivable, net of allowances of $ 462 and $ 614 , respectively ($ 913 and $ 786 of accounts receivable attributable to related parties, respectively)
64,266 63,826
Prepaid expenses and other current assets 10,323 11,228
Total current assets 108,057 97,990
Property and equipment, net 47,116 41,574
Operating right-of-use assets 13,173 18,628
Deferred tax assets 2,624 2,588
Intangible assets, net 5,058 8,115
Goodwill 246,010 310,360
Other non-current assets 8,209 12,040
Total assets $ 430,247 $ 491,295
Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable ($ 2,070 and $ 11,996 attributable to related parties, respectively)
$ 16,471 $ 30,551
Accrued expenses ($ 8,588 and $ 3,781 attributable to related parties, respectively)
35,013 34,422
Contract liabilities ($ 714 and $ 1,784 attributable to related parties, respectively)
45,464 48,912
Revolving line of credit — 16,000
Accrued dividends (related parties) 8,962 24,132
Customer advances 9,566 11,076
Current operating lease liabilities 8,598 7,982
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
Non-current portion of accrued data costs ($ 22,031 and $ 21,908 attributable to related parties, respectively)
33,551 32,833
Deferred tax liabilities 891 1,321
Other non-current liabilities 9,771 7,589
Total liabilities 231,040 247,307
Commitments and contingencies
Convertible redeemable preferred stock, $ 0.001 par value; 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 (deficit):
Preferred stock, $ 0.001 par value; 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
— —
Common stock, $ 0.001 par value; 13,750,000 shares authorized as of December 31, 2024 and 2023; 5,228,814 shares issued and 4,890,575 shares outstanding as of December 31, 2024, and 5,093,380 shares issued and 4,755,141 shares outstanding as of December 31, 2023
5 5
Additional paid-in capital 1,714,052 1,696,612
Accumulated other comprehensive loss ( 18,068 ) ( 14,110 )
Accumulated deficit ( 1,474,268 ) ( 1,396,420 )
Treasury stock, at cost, 338,239 shares as of December 31, 2024 and 2023
( 229,984 ) ( 229,984 )
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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COMSCORE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Years Ended December 31,
(In thousands, except share and per share data) 2024 2023 2022
Revenues (1)
$ 356,047 $ 371,343 $ 376,423
Cost of revenues (1) (2) (3)
208,708 205,580 205,294
Selling and marketing (2) (3)
57,622 63,322 68,453
Research and development (2) (3)
33,066 33,701 36,987
General and administrative (2) (3)
47,679 51,192 61,200
Amortization of intangible assets 3,057 5,213 27,096
Impairment of goodwill 63,000 78,200 46,300
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
Loss from operations ( 59,509 ) ( 73,601 ) ( 74,873 )
Interest expense, net ( 1,883 ) ( 1,445 ) ( 915 )
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 )
Income tax provision ( 924 ) ( 1,533 ) ( 1,724 )
Net loss $ ( 60,248 ) $ ( 79,361 ) $ ( 66,561 )
Net loss available to common stockholders:
Net loss $ ( 60,248 ) $ ( 79,361 ) $ ( 66,561 )
Convertible redeemable preferred stock dividends (1)
( 17,600 ) ( 16,270 ) ( 15,513 )
Total net loss available to common stockholders $ ( 77,848 ) $ ( 95,631 ) $ ( 82,074 )
Net loss per common share (4) :
Basic and diluted $ ( 15.53 ) $ ( 19.88 ) $ ( 17.71 )
Weighted-average number of shares used in per share calculation - Common Stock (4) :
Basic and diluted 5,014,049 4,811,233 4,634,178
Comprehensive loss:
Net loss $ ( 60,248 ) $ ( 79,361 ) $ ( 66,561 )
Other comprehensive loss:
Foreign currency cumulative translation adjustment ( 3,958 ) 1,830 ( 3,842 )
Total comprehensive loss $ ( 64,206 ) $ ( 77,531 ) $ ( 70,403 )
(1) Transactions with related parties are included in the line items above as follows (refer to Footnote 13 , Related Party Transactions, for further information):
Years Ended December 31,
2024 2023 2022
Revenues $ 10,217 $ 11,420 $ 14,934
Cost of revenues 30,450 29,265 26,971
Convertible redeemable preferred stock dividends ( 17,600 ) ( 16,270 ) ( 15,513 )
(2) Excludes amortization of intangible assets, which is presented separately in the Consolidated Statements of Operations and Comprehensive Loss.
(3) Stock-based compensation expense is included in the line items above as follows:
Years Ended December 31,
2024 2023 2022
Cost of revenues $ 221 $ 533 $ 1,144
Selling and marketing 126 380 1,021
Research and development 161 411 827
General and administrative 2,683 3,211 5,186
Total stock-based compensation expense $ 3,191 $ 4,535 $ 8,178
(4) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2 , Summary of Significant Accounting Policies .
See accompanying Notes to Consolidated Financial Statements.
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COMSCORE, INC.
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)
Additional
Paid-In
Capital (2)
Accumulated
Other
Comprehensive
Loss Accumulated
Deficit Treasury Stock,
At Cost Total
Stockholders'
Equity (Deficit)
Shares Amount Shares Amount
Balance as of December 31, 2021 82,527,609 $ 187,885 4,520,364 $ 5 $ 1,683,969 $ ( 12,098 ) $ ( 1,218,715 ) $ ( 229,984 ) $ 223,177
Net Loss — — — — — — ( 66,561 ) — ( 66,561 )
Convertible redeemable preferred stock dividends (1)
— — — — — — ( 15,513 ) — ( 15,513 )
Foreign currency translation adjustment — — — — — ( 3,842 ) — — ( 3,842 )
Exercise of Common Stock options, net — — 4,848 — 103 — — — 103
Restricted stock units distributed — — 74,656 — 1,718 — — — 1,718
Payments for taxes related to net share settlement of equity awards — — ( 656 ) — ( 23 ) — — — ( 23 )
Other — — 6,035 — ( 3 ) — — — ( 3 )
Amortization of stock-based compensation — — — — 5,106 — — — 5,106
Balance as of December 31, 2022 82,527,609 $ 187,885 4,605,247 $ 5 $ 1,690,870 $ ( 15,940 ) $ ( 1,300,789 ) $ ( 229,984 ) $ 144,162
Net Loss — — — — — — ( 79,361 ) — ( 79,361 )
Convertible redeemable preferred stock dividends (1)
— — — — — — ( 16,270 ) — ( 16,270 )
Foreign currency translation adjustment — — — — — 1,830 — — 1,830
Exercise of Common Stock options, net — — 150 — 3 — — — 3
Restricted stock units distributed — — 152,375 — 3 — — — 3
Payments for taxes related to net share settlement of equity awards — — ( 2,631 ) — ( 65 ) — — — ( 65 )
Settlement of restricted stock unit liability — — — — 2,761 — — — 2,761
Amortization of stock-based compensation — — — — 3,040 — — — 3,040
Balance as of December 31, 2023 82,527,609 $ 187,885 4,755,141 $ 5 $ 1,696,612 $ ( 14,110 ) $ ( 1,396,420 ) $ ( 229,984 ) $ 56,103
Net Loss — — — — — — ( 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)
— — — — — — ( 17,600 ) — ( 17,600 )
Foreign currency translation adjustment — — — — — ( 3,958 ) — — ( 3,958 )
Exercise of Common Stock options, net — — 33 — — — — — —
Restricted stock units distributed — — 140,901 — — — — — —
Payments for taxes related to net share settlement of equity awards — — ( 5,461 ) — ( 81 ) — — — ( 81 )
Settlement of restricted stock unit liability — — — — 1,895 — — — 1,895
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 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 .
See accompanying Notes to Consolidated Financial Statements.
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COMSCORE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(In thousands) 2024 2023 2022
Operating activities :
Net loss $ ( 60,248 ) $ ( 79,361 ) $ ( 66,561 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment of goodwill 63,000 78,200 46,300
Depreciation 22,087 19,778 16,828
Non-cash operating lease expense 5,240 5,456 6,060
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 warrant liability ( 669 ) ( 49 ) ( 9,802 )
Deferred tax provision ( 841 ) ( 35 ) ( 475 )
Other 2,008 2,297 4,468
Changes in operating assets and liabilities:
Accounts receivable ( 1,649 ) 4,781 2,596
Prepaid expenses and other assets 1,987 2,185 ( 805 )
Accounts payable, accrued expenses, and other liabilities ( 10,570 ) ( 4,121 ) 7,396
Contract liability and customer advances ( 4,739 ) ( 5,517 ) ( 1,587 )
Operating lease liabilities ( 8,798 ) ( 7,867 ) ( 7,275 )
Net cash provided by operating activities 18,104 28,926 34,937
Investing activities :
Capitalized internal-use software costs ( 23,249 ) ( 22,206 ) ( 16,685 )
Purchases of property and equipment ( 813 ) ( 1,580 ) ( 1,137 )
Net cash used in investing activities ( 24,062 ) ( 23,786 ) ( 17,822 )
Financing activities :
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 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 provided by (used in) financing activities 17,623 ( 3,394 ) ( 18,132 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,133 ) 748 ( 820 )
Net increase (decrease) in cash, cash equivalents and restricted cash 10,532 2,494 ( 1,837 )
Cash, cash equivalents and restricted cash at beginning of period 22,936 20,442 22,279
Cash, cash equivalents and restricted cash at end of period $ 33,468 $ 22,936 $ 20,442
As of December 31,
2024 2023 2022
Cash and cash equivalents $ 29,937 $ 22,750 $ 20,044
Restricted cash 3,531 186 398
Total cash, cash equivalents and restricted cash $ 33,468 $ 22,936 $ 20,442
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Years Ended December 31,
2024 2023 2022
Supplemental cash flow disclosures :
Interest paid $ 1,211 $ 1,542 $ 652
Income taxes paid, net of refunds 1,305 2,108 1,804
Operating cash flows from operating leases 11,081 10,922 10,364
Operating cash flows from finance leases 712 244 338
Supplemental non-cash activities :
Issuance of convertible redeemable preferred stock (related parties) (1) (2)
32,771 — —
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
Accrued debt issuance costs 559 — —
Right-of-use assets obtained in exchange for new operating lease liabilities — 1,211 908
(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) 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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COMSCORE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms.
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.
Reverse Stock Split
On December 12, 2023, the Company held a special meeting of stockholders of the Company (the "Special Meeting"). At the Special Meeting, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") for the purpose of effecting a reverse stock split (the "Reverse Stock Split") of all outstanding shares of Common Stock, par value $ 0.001 per share (the "Common Stock") and reducing the number of authorized shares of Common Stock by the same ratio as the Reverse Stock Split. Following the Special Meeting, the Board of Directors approved a final ratio of 1-for-20 for the Reverse Stock Split with an effective date of December 20, 2023.
On December 20, 2023, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to implement the Reverse Stock Split, without any change to the par value of the Common Stock. The Certificate of Amendment reduced the number of authorized shares of Common Stock from 275,000,000 to 13,750,000 and the total number of shares of stock authorized for issuance from 380,000,000 to 118,750,000 . The Company implemented the Reverse Stock Split on December 20, 2023.
The Common Stock began trading on a split-adjusted basis on the Nasdaq Global Select Market on December 20, 2023, under the existing trading symbol "SCOR", but the security 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. The Reverse Stock Split applied uniformly to all holders of Common Stock and did not alter any stockholder's percentage interest in the Company, except to the extent that the Reverse Stock Split would have resulted in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split, as all fractional shares were rounded down to the nearest whole share. Stockholders who would otherwise have been entitled to a fractional share of Common Stock were instead entitled to receive a proportional cash payment.
Unless noted, all shares of Common Stock, including Common Stock underlying warrants, stock options, and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the Consolidated Financial Statements have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Annual Report.
Reclassification
Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, 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
The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's Standalone Selling Price ("SSP"), principal versus agent revenue recognition, determination of performance obligations, 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. The Company evaluates its estimates and assumptions on an ongoing basis.
Fair Value Measurements
The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company applies the three-tier GAAP value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1 - observable inputs such as quoted prices in active markets;
Level 2 - inputs other than the quoted prices in active markets that are observable either directly or indirectly;
Level 3 - unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The Company's assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.
Assets that are measured at fair value on a non-recurring basis include property and equipment, operating right-of-use assets, intangible assets and goodwill. The Company measures these items at fair value when they are considered to be impaired or, in certain cases, upon initial recognition. The fair value of these assets are determined with valuation techniques using the best information available and may include market comparable information, discounted cash flow models, or a combination thereof.
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 Company's prior revolving line of credit approximated fair value due to the variable rate nature of the debt.
Preferred Stock
In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. (together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $ 0.001 ("Preferred Stock") 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. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of December 31, 2024 because a deemed liquidation event is not considered probable.
All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (for example, more equity-like or debt-like). 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 redemption feature.
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Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents are maintained with several financial institutions domestically and internationally. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy, and by monitoring this credit risk and making adjustments as necessary.
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.
Restricted cash represents security deposits for subleased office space and cash collateral for outstanding letters of credit.
Allowance for Doubtful Accounts
The Company generally grants uncollateralized credit terms to its customers. Credit risk associated with accounts receivable is mitigated by the Company's ongoing credit evaluation of its customers' financial condition. An allowance for doubtful accounts is maintained to reserve for uncollectible receivables. Allowances are based on management's judgment, which considers historical collection experience adjusted for current conditions or expected future conditions based on reasonable and supportable forecasts, a specific review of all significant outstanding receivables, an assessment of company-specific credit conditions and general economic conditions.
The following is a summary of the activity within the allowance for doubtful accounts:
Years Ended December 31,
(In thousands) 2024 2023 2022
Beginning balance $ ( 614 ) $ ( 798 ) $ ( 1,173 )
Bad debt expense
( 396 ) ( 236 ) ( 312 )
Recoveries ( 62 ) ( 99 ) ( 126 )
Write-offs 610 519 813
Ending balance $ ( 462 ) $ ( 614 ) $ ( 798 )
Property and Equipment, net
Property and equipment is recorded at cost, net of accumulated depreciation, and is depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from 3 to 10 years. Finance lease assets are recorded at their net present value at the commencement of the lease. Both finance lease assets and leasehold improvements are amortized on a straight-line basis over the shorter of the related lease terms or their useful lives. Replacements and major improvements are capitalized; maintenance and repairs are expensed as incurred.
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. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use. 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 3 years. 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. 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 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 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
Certain costs incurred for implementation, setup, and other upfront activities in a hosting arrangement that is a service contract are capitalized during the application development stage. Upgrades and enhancements are capitalized if they will result in additional functionality. 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. As of December 31, 2024 and 2023, capitalized implementation costs, net of accumulated amortization, were $ 2.2 million and $ 3.5 million, respectively.
The Company determined the expected period of benefit of the capitalized implementation costs was five years . Amortization costs are classified within general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. The Company recorded $ 1.4 million 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 a significant impact on future operating results. The Company initially records its intangible assets at fair value. Definite-lived intangible assets are amortized over their estimated useful lives while goodwill is not amortized but is evaluated for impairment at least annually, as of October 1, by comparing the fair value of a reporting unit to its carrying value including goodwill recorded by the reporting unit.
The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required.
The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge.
The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macroeconomic conditions. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record a material non-cash impairment charge.
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. 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 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 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
Acquired software 2
Customer relationships 11
Intellectual property 16
The Company evaluates its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. If an indication of impairment is present, the Company compares the estimated undiscounted future cash flows to be generated by the asset group to its carrying amount. Recoverability measurement and estimation of undiscounted cash flows are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the undiscounted future cash flows are less than the carrying amount of the asset group, the Company records an impairment loss equal to the excess of the asset group's carrying amount over its fair value. The fair value is determined based on valuation techniques such as a comparison to fair values of similar assets or using a discounted cash flow analysis.
Although the Company believes that the carrying values of its goodwill and definite-lived intangible assets are appropriately stated as of December 31, 2024, changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances.
Recoverability of Other Long-Lived Assets
The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. 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 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 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 %.
Although the Company believes that the carrying values of its other long-lived assets are appropriately stated as of December 31, 2024, changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances.
Warrants Liability
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 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.
Leases
The Company's lease portfolio is comprised of two major classes. Real estate leases, which are the majority of the Company's leased assets, are accounted for as operating leases. Computer equipment leases are generally accounted for as finance leases.
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
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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 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. Non-lease components primarily include payments for common-area maintenance, utilities and other pass-through charges.
The Company uses its incremental borrowing rate to determine the present value of the future lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.
The Company's lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company's operations to determine the lease term. The Company generally uses the non-cancelable lease term when measuring its ROU assets and lease liabilities.
Payments under the Company's lease arrangements are primarily fixed; however, certain lease agreements contain variable payments, which are expensed as incurred and excluded from the measurement of ROU assets and lease liabilities. These payment amounts are affected by changes in market indices and costs for common-area maintenance, utilities and other pass-through charges that are based on usage or performance.
Operating leases are included in operating ROU assets, current operating lease liability, and non-current operating lease liability in the Consolidated Balance Sheets. The Company recognizes lease expense (excluding variable lease costs) for its operating leases on a straight-line basis over the term of the lease. Finance lease assets are included in property and equipment, net; current finance lease liabilities are aggregated into other current liabilities ; and non-current finance lease obligations are aggregated in other non-current liabilities in the Consolidated Balance Sheets. The Company recognizes interest expense on the lease liability and the ROU asset is amortized over the lease term for its finance leases.
Income from subleased properties is recognized and presented as a reduction of costs, allocated among operating expense line items, in the Consolidated Statements of Operations and Comprehensive Loss.
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 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. The gain or loss resulting from the process of translating a foreign subsidiary's functional currency financial statements into U.S. Dollars ("USD") is reflected as foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive loss. The translation adjustment for intercompany foreign currency loans that are permanent in nature are also recorded as accumulated other comprehensive loss. Translation adjustments on intercompany accounts that are short term in nature are recorded as (loss) gain from foreign currency transactions. For foreign entities where USD is the functional currency, re-measurement of gains and losses related to deferred tax assets and liabilities are reflected in income tax provision in the Consolidated Statements of Operations and Comprehensive Loss.
Revenue Recognition
The Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled.
The Company's contracts with customers may include multiple promised goods and services. Contracts with multiple performance obligations typically consist of a mix of subscriptions to the Company's online database, customized data services, and delivery of periodic custom reports based on information obtained from the database. In such cases, the Company identifies performance obligations by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined as one performance obligation.
Once the Company identifies the performance obligations, the Company will determine the transaction price based on contractually fixed amounts and an estimate of variable consideration. In general, the transaction price is determined by estimating the fixed amount of consideration to which the Company is entitled for transfer of goods and services and all relevant sources and components of variable consideration. Variable consideration is estimated based on the most likely amount or expected value approach, depending on which method the Company expects to better predict the amount of consideration to which it will be entitled. Once the Company elects one of the methods to estimate variable consideration for a particular type of performance obligation, the Company will apply that method consistently. Estimates of variable consideration are subject to constraint based on expected recovery from the customer. Sales taxes remitted to government authorities are excluded from the transaction price.
The Company allocates the transaction price to each performance obligation based on relative SSP. Judgment is exercised to determine the SSP of each distinct performance obligation. 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
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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. Customers may obtain the control of promised goods or services over time or at a point in time. Subscription-based revenues, and other products delivered continuously through a user interface, are recognized on a straight-line basis over an access period specified within the respective contract. Revenues for impression-based products are typically recognized over time, on a time-elapsed basis, as the customer is continuously consuming and receiving the benefits of campaign measurement, or an output method, such as volume of impressions processed during a discrete period. Report-based revenues are recognized at a point in time, which is generally once the product has been delivered to the customer. The Company also considers whether there is a present right to payment, and whether the customer has accepted the product if such acceptance provisions are substantive.
Customers may have the right to cancel their contracts by providing a written notice of cancellation, although most subscription-based contracts are non-cancelable. If a customer cancels its contract, the customer is generally not entitled to a refund for prior services. In the event a portion of a contract is refundable, revenue recognition is delayed until the refund provision lapses. For multi-year contracts with annual price increases, the total consideration for each of the years included in the contract term will be combined and recognized on a straight-line basis.
For transactions that involve third parties, the Company evaluates whether it is the principal, in which case it recognizes revenue on a gross basis. If the Company is an agent, it recognizes revenue on a net basis. This determination can require significant judgment for certain revenue share arrangements that involve the use of partner data in the Company's sales to end users or the use of its data in partner sales to end users. In these arrangements, the Company assesses which party controls the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
The Company enters into a limited number of monetary contracts with multichannel video programming distributors ("MVPDs") that involve both the purchase and sale of services with a single counterparty. Each contract is assessed to determine if the revenue and expense should be presented gross or net. In some instances, the Company may provide free distinct goods or services as a form of non-cash consideration to the counterparty. Revenue is recognized for these contracts to the extent SSP is established for distinct services provided. 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, 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.
Contract Balances
Accounts receivable are billed and unbilled amounts where the right to payment from the customer is unconditional but for the passage of time. 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 non-current 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. Customer advances relate to amounts billed in advance, or advance considerations received from customers, for contracts with termination rights for which exchange of goods or services will occur in the future. The portion of contract liabilities and customer advances to be recognized in the succeeding twelve-month period are presented separately within current liabilities, and the remaining amounts are included in other non-current liabilities within the Consolidated Balance Sheets.
Remaining Performance Obligations
The Company elected an optional exemption to not disclose information about the amount of the transaction price allocated to remaining performance obligations for contracts that have an original expected duration of one year or less. 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.
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 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,
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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
Research and development expenses consist primarily of salaries, stock-based compensation, benefits and related costs for personnel associated with research and development activities, as well as allocated overhead, including rent and other facilities related costs, and depreciation.
General and Administrative
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.
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 warrants liability $ 669 $ 49 $ 9,802
Other ( 18 ) ( 7 ) ( 17 )
Total other income, net
$ 651 $ 42 $ 9,785
Debt Issuance Costs
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
The Company estimates the fair value of stock-based awards on their grant date. The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model. The determination of the fair value of the Company's stock option awards is based on a variety of factors, including, but not limited to, the Company's Common Stock price, risk-free rate, expected stock price volatility over the expected life of awards, and the expected term of the option. The fair value of restricted stock units ("RSUs") is based on the closing price of the Company's Common Stock on the grant date. The Company amortizes the fair value of awards expected to vest on a straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period.
The Company issues stock options with a vesting period based solely upon the passage of time (service vesting). To determine the expected term of the option the Company applies the simplified method for plain-vanilla options due to the lack of significant historical exercise experience. For non-employee options that do not qualify as plain-vanilla the Company has elected to apply the contractual term of the award.
The Company issues RSU awards with a vesting period based solely upon the passage of time (service vesting), achieving performance targets, fulfillment of market conditions, or a combination thereof. For those RSU awards with only service vesting, the Company recognizes compensation cost on a straight-line basis over the service period. For awards with both service and performance conditions, the Company starts recognizing compensation cost over the remaining service period when it is probable the performance conditions will be met. Stock awards that contain performance vesting conditions are excluded from diluted earnings per share ("EPS") computations until the contingency is met as of the end of that reporting period.
For awards with both service and market conditions, the Company recognizes compensation cost over the remaining service period, with the effect of the market condition reflected in the determination of the award's fair value at the grant date. The Company values awards with market conditions using certain valuation techniques, such as a lattice model or Monte Carlo simulation analysis. The Company determines the requisite service period based on the longer of the explicit service period and the derived service period. Stock awards that contain market vesting conditions are included in the computations of diluted EPS reflecting the number of shares that would be issued based on the current market price at the end of the period being reported on, if their effect is dilutive.
Under the Company's annual incentive compensation plan, the Company may grant immediately vested RSUs to certain employees. 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. The estimated forfeiture rate as of December 31, 2024, 2023 and 2022 was 10.0 % for non-executive awards. Awards granted to senior executives have an estimated forfeiture rate of zero . The Company performs a review of its forfeiture rate assumption on an annual basis. Changes in the estimates and assumptions relating to forfeitures and subsequent grants may result in material changes to stock-based compensation expense in the future.
Income Taxes
Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur.
The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more likely than not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration.
For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more likely than not to be realized upon ultimate settlement in the financial statements. The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense.
In December 2017, U.S. tax reform legislation known as the Tax Cuts and Jobs Act (the "TCJA") was signed into law. The Company determined the effects of certain provisions, including but not limited to: a reduction in the corporate tax rate from 35% to 21%, a limitation of the deductibility of certain officers' compensation, a limitation on the current deductibility of net interest expense in excess of 30% of adjusted taxable income, a limitation of net operating losses generated after 2018 to 80% of taxable income, an incremental tax (base erosion anti-abuse or "BEAT") on excessive amounts paid to foreign related parties, and a minimum tax on certain foreign earnings in excess of 10% of the foreign subsidiaries' tangible assets (global intangible low-taxed income or "GILTI"). As part of its GILTI review, the Company has determined that it will account for GILTI income as it is generated (i.e., treat it as a period expense). Given the Company's loss position in the U.S. and the valuation allowance recorded against its U.S. net deferred tax assets, these provisions have not had a material impact on the Company's consolidated financial statements.
Beginning in 2022, the TCJA eliminated the option to immediately deduct research and experiment ("R&E") expenditures in the year incurred pursuant to Internal Revenue Code Section 174 ("Section 174"). The amended provision under Section 174 requires taxpayers to capitalize and amortize these expenditures over five years for research performed in the U.S. and over 15 years for research performed outside the U.S. While it is possible that Congress may defer, modify or repeal this provision, potentially with retroactive effect, it was not deferred, modified or repealed as of December 31, 2024. Due to the Company's federal and state net operating loss ("NOL") carryforwards, the amended provision under Section 174 only increased the Company's state cash taxes payable and reduced its cash flow from operating activities by an immaterial amount in 2024, 2023 and 2022. The capitalized R&E expenditures merely caused a reclassification between the NOL deferred tax asset and capitalized R&E deferred tax asset as of December 31, 2024 and 2023. Because the Company's deferred tax assets have a full valuation allowance against them, the amended provision under Section 174 did not materially impact the Company's tax rate or results of operations.
Loss Per Share
The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed.
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. 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:
Years Ended December 31,
2024 2023 2022
Preferred Stock (1)
4,699,620 4,285,418 4,285,418
Warrants 132,698 272,851 272,851
Stock options and restricted stock units 295,249 294,388 249,081
Contingent consideration (2)
— 71,377 211,034
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 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.
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.
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): Improvements to Income Tax Disclosures , to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments in this update should be applied on a prospective basis. Retroactive application is permitted. The Company 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 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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3. Revenue Recognition
The Company has one reportable segment in accordance with ASC 280, Segment Reporting ; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment. The following table presents the Company's revenue disaggregated by solution group.
(In thousands) Years Ended December 31,
By solution group: 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 :
United States $ 318,364 $ 335,785 $ 337,862
Europe 21,264 18,738 19,007
Latin America 6,896 6,986 7,843
Canada 5,577 5,666 7,604
Other 3,946 4,168 4,107
Total $ 356,047 $ 371,343 $ 376,423
By timing of revenue recognition :
Products and services transferred over time $ 308,613 $ 315,093 $ 312,723
Products and services transferred at a point in time 47,434 56,250 63,700
Total $ 356,047 $ 371,343 $ 376,423
Contract Balances
The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers:
As of December 31,
(In thousands) 2024 2023
Accounts receivable, net $ 64,266 $ 63,826
Current and non-current contract assets 3,788 8,833
Current contract liabilities 45,464 48,912
Current customer advances 9,566 11,076
Non-current contract liabilities 688 605
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:
Years Ended December 31,
(In thousands) 2024 2023
Revenue recognized that was included in the opening contract liabilities balance $ ( 48,438 ) $ ( 49,470 )
Cash received or amounts billed in advance and not recognized as revenue 41,488 44,349
Remaining Performance Obligations
As of December 31, 2024, approximately $ 240 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year. The Company expects to recognize revenue on approximately 53 % of these remaining performance obligations in 2025, and approximately 30 % in 2026, with the remainder recognized thereafter.
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4. Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)
2021 Issuance of Preferred Stock
On March 10, 2021 (the "Closing Date"), 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"). 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. The shares were issued at a par value of $ 0.001 . Net proceeds from the Transactions totaled $ 187.9 million after deducting issuance costs.
On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction.
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
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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.
On August 30, 2021, the Company filed a registration statement on Form S-3 with respect to the Registrable Securities. The registration statement on Form S-3 became effective on September 21, 2021. 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
The holders of the Preferred Stock are entitled to vote as a single class with the holders of the Common Stock, with a vote equal to the number of shares of Common Stock into which the Preferred Stock could be converted, except that the conversion rate for this purpose will be equal to the product of the applicable conversion factor and 0.98091271 . Each holder of Preferred Stock is subject to a voting threshold, which limits such holder's voting rights in the event that the holder's Preferred Stock represents voting rights that exceed 16.66 % of the Company's Common Stock (including the Preferred Stock on an as-converted basis).
Dividend Rights
The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5 % per annum, payable annually in arrears (on June 30 of each year) and subject to increase under certain specified circumstances. The annual dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared. In the event the annual dividends are not paid on the annual payment date, the dividends otherwise payable on such date shall continue to accrue and cumulate at a rate of 9.5 % per annum, until such failure is cured.
In addition, the holders of Preferred Stock are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on the Closing Date (the "Stockholders Agreement"). As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend.
On June 30, 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. 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
The Preferred Stock is subject to anti-dilution adjustment upon the occurrence of certain events, including issuance of certain dividends or distributions to holders of Common Stock, split or combination of Common Stock, reclassification of Common Stock into a greater or lesser number of shares, or certain repurchases of Common Stock, subject to limitations set forth in the Certificate of Designations.
Liquidation Preference and Change of Control Provisions
The Preferred Stock ranks senior to the Common Stock with respect to dividend rights and rights on the distribution of assets in the event of a liquidation, dissolution or winding up of the affairs of the Company, and ranks junior to secured and unsecured indebtedness. The Preferred Stock has a liquidation preference equal to the higher of (i) the initial purchase price, increased by accrued dividends per share, and (ii) the amount per share of Preferred Stock that a holder would have received if such holder, immediately prior to such liquidation, dissolution or winding up of the affairs of the Company, converted such share into Common Stock.
The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares at a purchase price equal to the initial purchase price, increased by accrued dividends. The change of control put option was determined to be a derivative liability under ASC 815, Derivatives and Hedging . As of December 31, 2024, the probability of a change of control was determined to be remote, and the fair value of the change of control derivative was determined to be negligible. To the extent the holders of the Preferred Stock do not exercise the put option in a covered change of control, the Company has the right to redeem the remaining Preferred Stock at a redemption price equal to the initial purchase price, increased by accrued dividends.
As described above, the Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Consolidated Balance Sheets.
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
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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.
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, 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
On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI Investments, Inc. ("CVI"), pursuant to which CVI agreed to purchase (i) 136,425 shares of Common Stock (the "Initial Shares"), at a price of $ 146.60 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $ 20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired in 2020.
The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 136,425 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares issuable under the Series A Warrants was increased by 136,425 .
The Series A Warrants were exercisable by the holders for a period of five years from the CVI Closing Date and were exercisable into 272,851 shares of Common Stock, 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. The Company registered the securities issuable under the 2013 Plan with the SEC on December 23, 2021. The 2013 Plan expired on June 21, 2023. As a result, there are no shares remaining available for future equity awards under the 2013 Plan as of December 31, 2024.
2018 Equity and Incentive Compensation Plan
The Company's stockholders approved the 2018 Equity and Incentive Compensation Plan (the "2018 Plan") at the Company's 2018 Annual Meeting, approved an amendment and restatement of the 2018 Plan at the Company's 2020 Annual Meeting, and approved further amendments of the 2018 Plan at the Company's 2022, 2023 and 2024 Annual Meetings. Under the 2018 Plan, as amended, the Company may grant option rights, appreciation rights, restricted stock awards, restricted stock units, performance shares and performance units up to 2,792,500 shares of Common Stock. The aggregate number of shares of Common Stock available will be reduced by: (i) one share of Common Stock for every one share of Common Stock subject to an award of option rights or appreciation rights granted under the 2018 Plan and (ii) two shares of Common Stock for every one share of Common Stock subject to an award other than option rights or appreciation rights granted under the 2018 Plan. If any award granted under the 2018 Plan (in whole or in part) is canceled or forfeited, expires, is settled in cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available at a rate of one share of Common Stock for every one share of Common Stock subject to awards of option rights or appreciation rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of option rights or appreciation rights. The Company registered the securities under the 2018 Plan with the SEC effective June 1, 2018. The maximum number of shares available for future issuance under the 2018 Plan as of December 31, 2024 (excluding outstanding awards) is 837,438 .
Stock Options
The Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 47,400 options for the year ended December 31, 2022 under the 2018 Plan to employees. No options were approved and awarded for the years ended December 31, 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,
2022
Dividend yield (1)
0.0 %
Expected volatility (2)
68.2 % - 69.2 %
Risk-free interest rate (3)
3.2 % - 4.2 %
Expected life of options (in years) (4)
6.18 - 6.25
(1) The Company has never declared or paid a cash dividend on its Common Stock and has no plans to pay cash dividends on Common Stock in the foreseeable future.
(2) Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company considered the historical volatility of its stock price over a term similar to the expected life of the options in determining expected volatility.
(3) The Company used rates on the grant date of zero-coupon government bonds with maturities over periods covering the term of the awards.
(4) This is the period of time that the options granted are expected to remain outstanding. 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.
A summary of options granted, exercised, forfeited and expired during the years ended December 31, 2024, 2023 and 2022 is included below:
Number of
Shares Weighted-Average
Exercise Price
Options outstanding as of December 31, 2021
89,152 $ 89.00
Options granted
47,400 50.00
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
114,199 $ 48.40
Options exercised ( 150 ) 18.20
Options forfeited ( 760 ) 26.64
Options expired ( 4,626 ) 96.42
Options outstanding as of December 31, 2023
108,663 $ 46.56
Options exercised ( 33 ) 18.20
Options forfeited ( 887 ) 22.53
Options expired ( 8,274 ) 102.19
Options outstanding as of December 31, 2024
99,469 $ 42.15
Options exercisable as of December 31, 2024
75,269 $ 39.83
The following table summarizes information about options outstanding, and exercisable, as of December 31, 2024:
Options Outstanding Options Exercisable
Range of Exercise Prices Options Outstanding Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life (Years) Options
Exercisable Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life (Years)
$ 11.40 - $ 50.00
84,304 $ 38.14 6.04 60,104 $ 33.62 5.39
$ 64.20 - $ 87.20
15,165 64.45 4.87 15,165 64.45 4.87
99,469 $ 42.15 5.86 75,269 $ 39.83 5.28
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 , 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.
Stock Awards
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. No market-based RSUs were awarded for the year ended December 31, 2023.
During 2022, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 86,929 time-based RSUs (of which 33,965 RSUs related to the settlement of an accrued 2021 annual incentive plan liability and vested immediately) and 31,000 market-based RSUs under the 2018 Plan to employees and directors of the Company. The market-based RSUs vest over 10 years and are contingent on certain stock-price hurdles.
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.
Restricted
Stock Units Weighted
Average
Grant-Date Fair Value
Unvested as of December 31, 2021
201,511 $ 75.20
Granted 117,929 40.80
Vested ( 74,656 ) 80.20
Forfeited ( 12,554 ) 120.80
Unvested as of December 31, 2022
232,230 $ 53.80
Granted 234,171 19.08
Vested ( 152,422 ) 23.11
Forfeited ( 255 ) 47.60
Unvested as of December 31, 2023
313,724 $ 42.38
Granted 229,795 15.19
Vested ( 140,901 ) 20.68
Forfeited ( 20,987 ) 49.68
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.
5. Debt
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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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; and
• 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
Less: Unamortized debt discount and issuance costs ( 3,832 )
Total (1)
$ 41,168
(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)
2025 $ 450
2026 2,250
2027 2,250
2028 40,050
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.
6. Fair Value Measurements
Fair Value Measurements on a Recurring Basis
The Company's financial instruments measured at fair value in its Consolidated Balance Sheets on a recurring basis consist of the following:
As of As of
December 31, 2024 December 31, 2023
(In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Liabilities
Contingent consideration liability (1)
$ — $ 1,191 $ — $ 1,191 $ — $ 4,806 $ — $ 4,806
Warrants liability (2)
— — — — — — 669 669
Total $ — $ 1,191 $ — $ 1,191 $ — $ 4,806 $ 669 $ 5,475
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(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 recognized due to remeasurement (1)
( 49 )
Balance as of December 31, 2023 $ 669
Total gain recognized due to remeasurement and expiration of warrants (1)
( 669 )
Balance as of December 31, 2024 $ —
(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.
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 that were remeasured on a recurring basis:
Fair Value Measurements
Valuation Technique Significant Inputs December 31, 2023
Warrants liability Option pricing Stock price $ 16.70
Exercise price $ 20.20
Volatility 75.0 %
Term 0.49 years
Risk-free rate 5.3 %
The primary sensitivities in the valuation of the warrants liability were driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term.
Fair Value Measurements on a Nonrecurring Basis
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. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges.
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. 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.
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7. Property and Equipment
As of December 31,
(In thousands) 2024 2023
Computer equipment $ 59,572 $ 65,975
Capitalized internal-use software 117,863 95,094
Leasehold improvements 14,656 15,571
Computer software (including software license arrangements of $ 1,365 in 2024 and 2023, respectively)
8,082 8,402
Finance leases 20,974 13,113
Office equipment, furniture, and other 5,154 5,186
Total property and equipment 226,301 203,341
Less: accumulated depreciation and amortization (including software license arrangements of $ 1,365 in 2024 and $ 1,350 in 2023)
( 179,185 ) ( 161,767 )
Total property and equipment, net $ 47,116 $ 41,574
For the years ended December 31, 2024, 2023, and 2022, depreciation expense was $ 22.1 million, $ 19.8 million and $ 16.8 million, respectively. In addition, amortization expense from finance leases was $ 3.7 million, $ 1.9 million and $ 2.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Of the Company's property and equipment, net, 99 % was located in the United States as of December 31, 2024 and 2023.
8. Leases
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. As of December 31, 2024, the weighted average discount rate for the Company's finance leases and operating leases was 9.4 % and 11.0 %, respectively.
The components of lease cost were as follows:
Years Ended December 31,
(In thousands) 2024 2023 2022
Finance lease cost
Amortization of right-of-use assets $ 3,651 $ 1,929 $ 2,364
Interest on lease liabilities 712 244 338
Total finance lease cost $ 4,363 $ 2,173 $ 2,702
Operating lease cost
Fixed lease cost $ 8,248 $ 9,231 $ 11,174
Short-term lease cost 73 86 150
Variable lease cost 987 1,077 1,369
Sublease income ( 1,647 ) ( 2,001 ) ( 2,572 )
Total operating lease cost $ 7,661 $ 8,393 $ 10,121
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Lease costs, net of sublease income, are reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows:
Years Ended December 31,
(In thousands) 2024 2023 2022
Amortization of right-of-use assets
Cost of revenues $ 3,411 $ 574 $ 1,747
Selling and marketing 98 629 263
Research and development 90 470 216
General and administrative 52 256 138
Total amortization of right-of-use assets $ 3,651 $ 1,929 $ 2,364
Operating lease cost
Cost of revenues $ 2,643 $ 2,497 $ 3,030
Selling and marketing 2,192 2,738 3,391
Research and development 1,787 2,044 2,382
General and administrative 1,039 1,114 1,318
Total operating lease cost $ 7,661 $ 8,393 $ 10,121
Maturities of operating and finance lease liabilities as of December 31, 2024 were as follows:
(In thousands) Operating Leases Finance Leases
2025 $ 10,594 $ 4,245
2026 10,014 3,885
2027 5,821 1,559
2028 183 —
2029 91 —
Total lease payments 26,703 9,689
Less: imputed interest 3,300 946
Total lease liabilities 23,403 8,743
Less: current lease liabilities 8,598 3,660
Total non-current lease liabilities $ 14,805 $ 5,083
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. Future expected cash receipts from these subleases as of December 31, 2024 were as follows:
(In thousands) Sublease Receipts
2025 $ 2,018
2026 2,155
2027 1,145
2028 and thereafter
—
Total expected sublease receipts $ 5,318
9. Goodwill and Intangible Assets
The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. In 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. The Company also considered the decline in the Company's stock price and market capitalization. The fair value of the reporting unit was determined using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach. The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to
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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 performed quantitative testing on its reporting unit using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach. The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis. The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $ 44.1 million 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 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 $ 46.3 million impairment charge during the three months ended September 30, 2022.
The change in the carrying value of goodwill is as follows:
(In thousands)
Balance as of December 31, 2022 (1)
$ 387,973
Impairment charge ( 78,200 )
Translation adjustments 587
Balance as of December 31, 2023
$ 310,360
Impairment charge ( 63,000 )
Translation adjustments ( 1,350 )
Balance as of December 31, 2024
$ 246,010
(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:
As of As of
December 31, 2024 December 31, 2023
(In thousands) Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Acquired methodologies and technology $ 154,400 $ ( 151,982 ) $ 2,418 $ 154,409 $ ( 150,783 ) $ 3,626
Customer relationships 46,529 ( 43,889 ) 2,640 46,623 ( 42,663 ) 3,960
Intellectual property 14,364 ( 14,364 ) — 14,366 ( 14,076 ) 290
Acquired software 9,765 ( 9,765 ) — 9,765 ( 9,526 ) 239
Panel 3,102 ( 3,102 ) — 3,107 ( 3,107 ) —
Trade names 739 ( 739 ) — 750 ( 750 ) —
Other 600 ( 600 ) — 600 ( 600 ) —
Total intangible assets $ 229,499 $ ( 224,441 ) $ 5,058 $ 229,620 $ ( 221,505 ) $ 8,115
Amortization expense related to intangible assets was $ 3.1 million, $ 5.2 million, and $ 27.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Of the Company's definite-lived intangible assets, net, all were generated by or located in the United States as of December 31, 2024 and 2023.
The weighted-average remaining amortization period by major asset class as of December 31, 2024 is as follows:
(In years)
Acquired methodologies and technology 2.0
Customer relationships 2.0
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The estimated future amortization of intangible assets is as follows:
(In thousands)
2025 $ 2,529
2026 2,529
Thereafter —
Total $ 5,058
10. Accrued Expenses
As of December 31,
(In thousands) 2024 2023
Accrued data costs $ 20,835 $ 15,529
Payroll and payroll-related 8,566 10,604
Professional fees 2,360 2,203
Restructuring accrual 342 1,630
Other 2,910 4,456
Total accrued expenses $ 35,013 $ 34,422
11. Commitments and Contingencies
Commitments
The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with MVPDs and other providers for set-top box and connected (Smart) television data. 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.
The information set forth below summarizes the contractual obligations, by year, as of December 31, 2024:
(In thousands)
2025 $ 40,285
2026 40,266
2027 26,135
2028 15,903
2029 14,115
Thereafter 14,163
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
The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees related to contingencies are expensed as incurred. The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period.
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. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors.
Indemnification
The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its directors and officers, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification.
Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations.
12. Income Taxes
The components of loss before income tax provision are as follows:
Years Ended December 31,
(In thousands) 2024 2023 2022
Domestic $ ( 61,420 ) $ ( 79,078 ) $ ( 69,981 )
Foreign 2,096 1,250 5,144
Total $ ( 59,324 ) $ ( 77,828 ) $ ( 64,837 )
Income tax provision is as follows:
Years Ended December 31,
(In thousands) 2024 2023 2022
Current :
Federal $ — $ — $ 51
State 35 259 227
Foreign 1,730 1,309 1,921
Total $ 1,765 $ 1,568 $ 2,199
Deferred :
Federal $ ( 60 ) $ ( 128 ) $ 8
State ( 359 ) ( 687 ) 16
Foreign ( 422 ) 780 ( 499 )
Total $ ( 841 ) $ ( 35 ) $ ( 475 )
Income tax provision $ 924 $ 1,533 $ 1,724
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A reconciliation of the statutory U.S. income tax rate to the effective income tax rate is as follows:
Years Ended December 31,
2024 2023 2022
Statutory federal tax rate 21.0 % 21.0 % 21.0 %
State taxes 0.5 % 0.4 % ( 0.3 ) %
Other nondeductible/nontaxable items ( 0.8 ) % ( 0.5 ) % 3.7 %
Foreign rate differences ( 0.4 ) % ( 0.3 ) % ( 0.4 ) %
Change in valuation allowance ( 3.9 ) % ( 4.9 ) % ( 10.7 ) %
Stock compensation ( 0.3 ) % ( 0.1 ) % ( 2.3 ) %
Executive compensation — % — % ( 0.1 ) %
Goodwill impairment ( 17.6 ) % ( 16.6 ) % ( 11.8 ) %
Other adjustments — % ( 1.0 ) % ( 1.7 ) %
Uncertain tax positions ( 0.1 ) % — % ( 0.1 ) %
Effective tax rate ( 1.6 ) % ( 2.0 ) % ( 2.7 ) %
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. Included in tax expense is an income tax adjustment of $ 20.9 million related to the impairment of goodwill. Also included in total tax expense is income tax expense of $ 15.1 million for an increase in the valuation allowance recorded against the Company's deferred tax assets to offset the tax benefit of the Company's operating losses in the U.S. Income tax expense of $ 0.7 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, executive compensation and other nondeductible expenses. These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate.
The Company recognized income tax expense of $ 1.7 million during the year ended December 31, 2022, which is primarily comprised of current tax expense of $ 2.2 million related to foreign taxes and state taxes and a deferred tax benefit of $ 0.5 million related to temporary differences between the tax treatment and GAAP accounting treatment for certain items. Included in total tax expense is income tax benefit of $ 2.6 million for permanent differences in the book and tax treatment of nontaxable gain on fair market value adjustment of stock warrants, offset by certain nondeductible stock-based compensation and executive compensation. Also included in the total tax expense is 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 U.S. 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.
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Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. The components of net deferred income taxes are as follows:
As of December 31,
(In thousands)
2024 2023
Deferred tax assets:
Net operating loss carryforwards $ 176,369 $ 191,657
Lease liability 7,797 11,068
Deferred revenues 17,184 18,386
Deferred compensation 5,165 5,135
Accrued salaries and benefits 451 857
Tax credits 2,480 2,282
Tax contingencies 816 797
Allowance for doubtful accounts 103 112
Capital loss carryforwards 108 108
Property and equipment 4,735 —
Intangible assets 3,608 3,970
Capitalized research and development expense 34,815 25,693
Other 2,523 2,587
Gross deferred tax assets $ 256,154 $ 262,652
Valuation allowance ( 247,772 ) ( 251,253 )
Net deferred tax assets $ 8,382 $ 11,399
Deferred tax liabilities:
Lease asset $ ( 3,964 ) $ ( 5,583 )
Property and equipment — ( 824 )
Subpart F income recapture ( 1,411 ) ( 1,384 )
Goodwill ( 1,274 ) ( 2,341 )
Total deferred tax liabilities $ ( 6,649 ) $ ( 10,132 )
Net deferred tax asset $ 1,733 $ 1,267
Tax Valuation Allowance
As of December 31, 2024 and 2023, the Company had a valuation allowance of $ 247.8 million and $ 251.3 million, respectively, against certain deferred tax assets. The valuation allowance relates to the deferred tax assets of the Company's U.S. entities, including federal and state tax attributes and timing differences, as well as the deferred tax assets of certain foreign subsidiaries. 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. If management determines that, based on the weight of available evidence, it is more-likely-than-not that all or a portion of the net deferred tax assets will not be realized, the Company may recognize income tax expense in the period such determination is made to increase the valuation allowance. 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.
A summary of the deferred tax asset valuation allowance is as follows:
As of December 31,
(In thousands) 2024 2023
Beginning Balance
$ 251,253 $ 250,994
Additions from continuing operations 121 844
Reductions ( 3,602 ) ( 585 )
Ending Balance $ 247,772 $ 251,253
Net Operating Loss and Credit Carryforwards
Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company's ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable. During 2023, the Company concluded that the Transactions triggered an ownership change on May 10, 2021, and as a result, all of its U.S. net operating loss carryforwards are subject to an annual limitation under Section 382. Additionally, despite the net operating loss carryforwards, the Company may have a future income tax liability due to foreign income tax or state income tax requirements.
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As of December 31, 2024, the Company had U.S. federal and state net operating loss carryforwards for tax purposes of $ 539.0 million and $ 1.5 billion, respectively. The Company estimates that $ 436.2 million of its U.S. 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. As of December 31, 2024, the Company had an aggregate net operating loss carryforward for tax purposes related to its foreign subsidiaries of $ 6.3 million, which begins to expire in 2025.
As of December 31, 2024, the Company had research and development credit carryforwards of $ 3.1 million which begin to expire in 2025.
Foreign Undistributed Earnings
As of December 31, 2024, the Company has certain foreign subsidiaries with accumulated undistributed earnings. The TCJA allows for a dividend received deduction resulting in no material U.S. federal income tax upon repatriation of these earnings. The Company intends to indefinitely reinvest these earnings, as well as future earnings from its foreign subsidiaries, to fund its international operations and therefore has not accrued any related foreign withholding taxes or state income taxes.
Uncertain Tax Positions
For uncertain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefits determined on a cumulative probability basis, which are more likely than not to be realized upon ultimate settlement in the financial statements. The Company has unrecognized tax benefits, which are tax benefits related to uncertain tax positions which have been or will be reflected in income tax filings that have not been recognized in the financial statements due to potential adjustments by taxing authorities in the applicable jurisdictions. The Company's liability for unrecognized tax benefits, which include interest and penalties, was $ 0.8 million and $ 0.7 million for the years ended December 31, 2024 and 2023, respectively. The remaining unrecognized tax benefits have reduced deferred tax balances. The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate is $ 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.
Changes in the Company's unrecognized income tax benefits are as follows:
As of December 31,
(In thousands)
2024 2023 2022
Beginning balance $ 2,043 $ 2,026 $ 2,052
Increase related to tax positions of the current year 49 39 25
Increase related to tax positions of prior years
— 10 —
Decrease related to tax positions of prior years ( 29 ) ( 7 ) ( 22 )
Decrease due to lapse in statutes of limitations ( 207 ) ( 25 ) ( 29 )
Ending balance $ 1,856 $ 2,043 $ 2,026
The Company recognizes interest and penalties related to income tax matters in income tax expense. As of December 31, 2024 and 2023, accrued interest and penalties on unrecognized tax benefits were $ 0.2 million. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. 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 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. However, tax attribute carryforwards may still be adjusted upon examination by tax authorities.
13. Related Party Transactions
Transactions with WPP
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 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:
Years Ended December 31,
(In thousands) 2024 2023 2022
Revenues $ 6,953 $ 8,281 $ 11,677
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:
As of December 31,
(In thousands) 2024 2023
Assets
Accounts receivable, net $ 687 $ 525
Liabilities
Accounts payable $ 1,987 $ 1,673
Accrued expenses 199 399
Contract liabilities 384 1,447
Transactions with Charter, Qurate, Liberty and Pine
Through May 15, 2023, Charter, Qurate and Pine each held 33.3 % of the outstanding shares of Preferred Stock. On May 16, 2023, Qurate sold its Preferred Stock to Liberty, and as of December 31, 2024, Charter, Liberty and Pine each hold 33.3 % of the outstanding shares of Preferred Stock. Charter, Liberty and Pine are entitled to convert the Preferred Stock into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations. As of December 31, 2024 (based on public filings), Pine also owned 109,654 shares of the Company's outstanding Common Stock, representing 2.2 % of the outstanding Common Stock. In addition, Charter, Liberty and Pine each designated two members of the Company's Board in accordance with the Stockholders Agreement.
At the Annual Meeting on June 15, 2023, the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date. Under the waivers and the Certificate of Designations, the deferred dividends would accrue at a rate of 9.5 % per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023.
On December 26, 2023, each holder of Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023. Under 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, 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 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 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:
Years Ended December 31,
(In thousands) 2024 2023 2022
Revenues $ 2,045 $ 2,001 $ 2,262
Cost of revenues 21,669 19,914 17,580
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The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Consolidated Balance Sheets:
As of December 31,
(In thousands) 2024 2023
Accounts payable $ 83 $ 10,323
Accrued expenses 8,389 3,382
Non-current portion of accrued data costs 22,031 21,908
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 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.
14. 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
Revenues
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 )
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15. 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 included the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce the Company's data center footprint; and reduction of other operating expenses, including software and facility costs. In connection with the Restructuring Plan, which was authorized by the Board on September 19, 2022, the Company 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:
(In thousands) Severance and Related Costs Other Total Restructuring Expense
Restructuring expense $ 5,464 $ 770 $ 6,234
Payments ( 5,140 ) ( 664 ) ( 5,804 )
Foreign exchange ( 88 ) — ( 88 )
Accrued balance as of December 31, 2023
$ 1,524 $ 106 $ 1,630
Restructuring expense 788 239 1,027
Payments ( 2,316 ) ( 151 ) ( 2,467 )
Other 323 ( 171 ) 152
Accrued balance as of December 31, 2024
$ 319 $ 23 $ 342
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.