What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-12 · 253 added, 358 removed, 350 unchanged (64% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(In thousands, except share and per share data) (Unaudited)

21 unchanged sentences

43,987 45,464

Revolving line of credit 10,000 16,000

Accrued dividends (related parties) 13,401 8,962

1 unchanged sentence

Current operating lease liabilities 8,231 8,598

Contingent consideration 1,191 4,806

Other current liabilities 6,103 7,230

Total current liabilities 133,932 131,304

Secured term loan 40,350 40,718

Non-current operating lease liabilities 13,264 14,805

6 unchanged sentences

Convertible redeemable preferred stock, $ 0.001 par value;

100,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

95,784,903 shares and 82,527,609 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively;

aggregate liquidation preference of $ 241,194 as of September 30, 2024, and $ 228,132 as of December 31, 2023 (related parties)

100,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

95,784,903 shares issued and outstanding as of March 31, 2025 and December 31, 2024;

aggregate liquidation preference of $ 250,172 as of March 31, 2025, and $ 245,732 as of December 31, 2024 (related parties)

207,470 207,470

1 unchanged sentence

Preferred stock, $ 0.001 par value;

5,000,000 shares authorized as of September 30, 2024 and December 31, 2023;

no shares issued or outstanding as of September 30, 2024 or December 31, 2023

5,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

no shares issued or outstanding as of March 31, 2025 or December 31, 2024

Common stock, $ 0.001 par value;

13,750,000 shares authorized as of September 30, 2024 and December 31, 2023;

5,228,787 shares issued and 4,890,548 shares outstanding as of September 30, 2024, and 5,093,380 shares issued and 4,755,141 shares outstanding as of December 31, 2023

13,750,000 shares authorized as of March 31, 2025 and December 31, 2024;

5,251,325 shares issued and 4,913,086 shares outstanding as of March 31, 2025, and 5,228,814 shares issued and 4,890,575 shares outstanding as of December 31, 2024

Additional paid-in capital 1,714,650 1,714,052

1 unchanged sentence

Accumulated deficit ( 1,482,700 ) ( 1,474,268 )

Treasury stock, at cost, 338,239 shares as of September 30, 2024 and December 31, 2023

Treasury stock, at cost, 338,239 shares as of March 31, 2025 and December 31, 2024

( 229,984 ) ( 229,984 )

3 unchanged sentences

COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

Three Months Ended September 30, Nine Months Ended September 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31,

(In thousands, except share and per share data) 2025 2024

5 unchanged sentences

Research and development (2) (3)

7,272 8,083 24,412 25,792

General and administrative (2) (3)

1 unchanged sentence

Amortization of intangible assets 632 801

Impairment of goodwill 63,000 — 63,000 44,100

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

Restructuring — 460

Total expenses from operations 87,775 88,672

(Loss) income from operations ( 59,605 ) 2,067 ( 63,410 ) ( 49,139 )

Other income, net — 628 651 425

(Loss) gain from foreign currency transactions ( 2,223 ) 1,090 ( 1,508 ) ( 544 )

Loss from operations ( 2,066 ) ( 1,877 )

Interest expense, net ( 1,758 ) ( 572 )

(Loss) income before income taxes ( 62,252 ) 3,359 ( 65,707 ) ( 50,399 )

Income tax benefit (provision) 1,622 ( 741 ) 2,315 ( 563 )

Net (loss) income $ ( 60,630 ) $ 2,618 $ ( 63,392 ) $ ( 50,962 )

(Loss) gain from foreign currency transactions ( 1,743 ) 963

Other income, net — 275

Loss before income taxes ( 5,567 ) ( 1,211 )

Income tax benefit 1,574 157

Net loss $ ( 3,993 ) $ ( 1,054 )

Net loss available to common stockholders:

Net (loss) income $ ( 60,630 ) $ 2,618 $ ( 63,392 ) $ ( 50,962 )

Net loss $ ( 3,993 ) $ ( 1,054 )

Convertible redeemable preferred stock dividends (1)

5 unchanged sentences

Basic and diluted 5,088,576 4,895,121

Comprehensive (loss) income:

Net (loss) income $ ( 60,630 ) $ 2,618 $ ( 63,392 ) $ ( 50,962 )

Other comprehensive income (loss):

Comprehensive loss:

Net loss $ ( 3,993 ) $ ( 1,054 )

Other comprehensive loss:

Foreign currency cumulative translation adjustment 2,639 ( 1,987 )

Total comprehensive (loss) income $ ( 57,705 ) $ 351 $ ( 62,564 ) $ ( 51,831 )

Total comprehensive loss $ ( 1,354 ) $ ( 3,041 )

(1) Transactions with related parties are included in the line items above as follows.

Refer to Footnote 8 , Related Party Transactions.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Revenues $ 2,604 $ 2,518

2 unchanged sentences

(2) Excludes amortization of intangible assets, which is presented as a separate line item.

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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

Three Months Ended March 31,

Cost of revenues $ 162 $ 243

2 unchanged sentences

General and administrative 355 815

Total stock-based compensation (benefit) expense $ ( 122 ) $ 1,041 $ 2,267 $ 3,819

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

Total stock-based compensation expense $ 738 $ 1,378

See accompanying Notes to Condensed Consolidated Financial Statements.

14 unchanged sentences

Restricted stock units distributed — — 22,511 — — — — — —

Exercise of Common Stock options — — 33 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 2,684 ) — ( 46 ) — — — ( 46 )

Amortization of stock-based compensation — — — — 284 — — — 284

1 unchanged sentence

Foreign currency translation adjustment — — — — — 2,639 — — 2,639

Other — — ( 39 ) — — — — — —

Balance as of March 31, 2025 95,784,903 $ 207,470 4,913,086 $ 5 $ 1,714,650 $ ( 15,429 ) $ ( 1,482,700 ) $ ( 229,984 ) $ ( 13,458 )

Net loss — — — — — — ( 1,708 ) — ( 1,708 )

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,244 ) — ( 4,244 )

Restricted stock units distributed — — 131,817 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 2,411 ) — ( 33 ) — — — ( 33 )

Amortization of stock-based compensation — — — — 580 — — — 580

Foreign currency translation adjustment — — — — — ( 110 ) — — ( 110 )

Balance as of June 30, 2024 82,527,609 $ 187,885 4,889,637 $ 5 $ 1,699,689 $ ( 16,207 ) $ ( 1,407,666 ) $ ( 229,984 ) $ 45,837

Net loss — — — — — — ( 60,630 ) — ( 60,630 )

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

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

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,578 ) — ( 4,578 )

Restricted stock units distributed — — 1,277 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 366 ) — ( 2 ) — — — ( 2 )

Amortization of stock-based compensation — — — — 695 — — — 695

Foreign currency translation adjustment — — — — — 2,925 — — 2,925

Balance as of September 30, 2024 95,784,903 $ 207,470 4,890,548 $ 5 $ 1,713,399 $ ( 13,282 ) $ ( 1,472,874 ) $ ( 229,984 ) $ ( 2,736 )

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

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

Capital Accumulated

Comprehensive

13 unchanged sentences

Foreign currency translation adjustment — — — — — ( 1,987 ) — — ( 1,987 )

Other — — ( 39 ) — — — — — —

Balance as of March 31, 2024 82,527,609 $ 187,885 4,760,231 $ 5 $ 1,699,142 $ ( 16,097 ) $ ( 1,401,714 ) $ ( 229,984 ) $ 51,352

Net loss — — — — — — ( 44,909 ) — ( 44,909 )

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 3,872 ) — ( 3,872 )

Restricted stock units distributed — — 136,799 — 3 — — — 3

Payments for taxes related to net share settlement of equity awards — — ( 459 ) — ( 12 ) — — — ( 12 )

Amortization of stock-based compensation — — — — 915 — — — 915

Foreign currency translation adjustment — — — — — ( 119 ) — — ( 119 )

Balance as of June 30, 2023 82,527,609 $ 187,885 4,754,316 $ 5 $ 1,695,371 $ ( 14,542 ) $ ( 1,362,066 ) $ ( 229,984 ) $ 88,784

Net income — — — — — — 2,618 — 2,618

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,286 ) — ( 4,286 )

Amortization of stock-based compensation — — — — 717 — — — 717

Foreign currency translation adjustment — — — — — ( 2,267 ) — — ( 2,267 )

Balance as of September 30, 2023 82,527,609 $ 187,885 4,754,316 $ 5 $ 1,696,088 $ ( 16,809 ) $ ( 1,363,734 ) $ ( 229,984 ) $ 85,566

(1) Transactions for these line items were exclusively with related parties.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 8 , Related Party Transactions.

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

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2025 2024

2 unchanged sentences

Adjustments to reconcile net loss to net cash provided by operating activities:

Impairment of goodwill 63,000 44,100

Depreciation 5,805 5,248

1 unchanged sentence

Amortization expense of finance leases 909 644

Amortization of intangible assets 2,365 4,412

Stock-based compensation expense 738 1,378

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

Amortization of intangible assets 632 801

Deferred tax benefit ( 1,084 ) ( 132 )

12 unchanged sentences

Financing activities :

Payments of line of credit ( 6,000 ) —

Contingent consideration payment at initial value ( 859 ) ( 3,693 )

Principal payments on finance leases ( 871 ) ( 658 )

Principal payments on insurance financing ( 620 ) —

Payment of financing and debt issuance costs ( 559 ) —

Principal payments of term loan ( 113 ) —

Other — ( 56 )

1 unchanged sentence

Effect of exchange rate changes on cash, cash equivalents and restricted cash 644 ( 384 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 2,751 ) 9,811

Net increase (decrease) in cash, cash equivalents and restricted cash 1,033 ( 4,019 )

Cash, cash equivalents and restricted cash at beginning of period 33,468 22,936

Cash, cash equivalents and restricted cash at end of period $ 34,501 $ 18,917

As of September 30,

As of March 31,

Cash and cash equivalents $ 30,969 $ 18,730

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 34,501 $ 18,917

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental disclosures of non-cash investing and financing activities :

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

Right-of-use assets obtained in exchange for finance lease liabilities 7,861 3,048

Convertible redeemable preferred stock dividends accrued but not yet paid (related parties) 4,439 4,240

Settlement of restricted stock unit liability 314 1,895

Change in accounts payable and accrued expenses related to capital expenditures 799 1,170

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

(1) The preferred stock issuance was initially recognized at fair value.

The Company recorded the initial fair value, net of issuance costs, of $ 19.6 million within

mezzanine equity and the remaining $ 13.0 million within additional paid-in capital on the Condensed Consolidated Balance Sheet as of September 30, 2024.

Refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures audiences, consumer behavior and advertising across media platforms.

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

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

The Company has one operating segment.

A single management team reports to the CODM, who manages the entire business.

The Company's CODM reviews consolidated results of operations to make decisions, allocate resources and assess performance and does not evaluate the profit or loss from any separate geography or product line.

comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms.

Summary of Significant Accounting Policies

4 unchanged sentences

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

Specifically, change in fair value of warrants liability and contingent consideration have been aggregated within other operating activities on the Condensed Consolidated Statements of Cash Flows.

Reverse Stock Split

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

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

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

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

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

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

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

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

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

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

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

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

Specifically, changes in fair value of warrants liability and contingent consideration have been aggregated within other operating activities on the Condensed Consolidated Statements of Cash Flows.

Unaudited Interim Financial Information

2 unchanged sentences

However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading.

The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods

These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 10-K").

The Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2024 or thereafter.

All references to September 30, 2024 and 2023 in the Notes to Condensed Consolidated Financial Statements are unaudited.

The Condensed Consolidated Results of Operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2025 or thereafter.

All references to March 31, 2025 and 2024 in the Notes to Condensed Consolidated Financial Statements are unaudited.

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods.

Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, the initial fair value determination of the 2024 Preferred Stock (as defined below), and the valuation of options, performance-based and market-based stock awards.

Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, 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.

1 unchanged sentence

The Company evaluates its estimates and assumptions on an ongoing basis.

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

The Company has a single reporting unit.

Accordingly, the impairment assessment for goodwill is performed at the enterprise level.

Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value.

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

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

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

The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model.

The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values.

Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge.

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

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

In its assessment, the Company considered changes in the Company's stock price, market and equity capitalization, operating results and projections.

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

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

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

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

For further information refer to Footnote 4 , Goodwill .

Recoverability of Other Long-Lived Assets

The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets.

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

In the third quarter of 2024, the Company performed an analysis related to the execution of a sublease for an office space for which expected cash receipts are less than the disbursements for the primary lease.

The Company recorded a $ 1.4 million non-cash impairment charge related to the ROU asset and associated leasehold improvements for the three and nine months ended September 30, 2024.

The fair value of the ROU asset was estimated using an income approach and a discount rate of 9.3 %.

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

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

Preferred Stock

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

(together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $ 0.001 ("Preferred Stock") described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

(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 (the "2024 Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024.

Shares of the 2024 Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company.

In connection with the issuance of the 2024 Preferred Stock, the Company and the holders of the Preferred Stock also entered into an amendment to the Stockholders Agreement between the parties.

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 (including the 2024 Preferred Stock) is contingently redeemable upon certain deemed liquidation events, such as a change in control.

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 Condensed Consolidated Balance Sheets.

2 unchanged sentences

If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value.

The Preferred Stock has not been adjusted to its redemption amount as of September 30, 2024 because a deemed liquidation event is not considered probable.

The Preferred Stock has not been adjusted to its redemption amount as of March 31, 2025 because a deemed liquidation event is not considered probable as of such date.

The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends.

The change of control put option was determined to be a derivative liability.

As of September 30, 2024, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible.

Other Income, Net

Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations.

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

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2024 2023 2024 2023

Change in fair value of warrants liability $ — $ 634 $ 669 $ 407

Other — ( 6 ) ( 18 ) 18

Total other income, net

$ — $ 628 $ 651 $ 425

As of March 31, 2025, 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.

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.

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 Condensed Consolidated Balance Sheets.

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

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

Loss Per Share

5 unchanged sentences

These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control.

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

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 liability, to the extent the effect is dilutive.

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

The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Preferred stock (1)

2 unchanged sentences

Contingent consideration (2)

175,552 401,311 175,552 401,311

Warrants — 272,851

3 unchanged sentences

("Shareablee") in December 2021.

The liability payments may be settled in any combination of cash or shares of Common Stock (at the Company's election) based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the date of each payment.

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

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

The Company calculated a potential anti-dilutive share count for the three and nine months ended September 30, 2024 based on the remaining expected payments totaling $ 1.2 million and the $ 6.79 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 30, 2024.

The Company calculated a potential anti-dilutive share count for the three and nine months ended September 30, 2023 based on the expected payments totaling $ 4.9 million and the $ 12.20 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 29, 2023.

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 ten trading days prior to the

date of each payment.

In the first quarter of 2025, the Company settled the third and final installment of $ 1.2 million in cash and there is no contingent consideration liability outstanding as of March 31, 2025.

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

The Company calculated a potential anti-dilutive share count for the three months ended March 31, 2024 based on the remaining expected payments totaling $ 1.2 million and the $ 15.40 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on March 28, 2024.

The Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code.

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The Company's deferred tax asset related to its U.S.

federal net operating loss carryforwards has been revalued to reflect the amount of carryforwards that are utilizable under the Section 382 limitations;

however, the same analysis for the Company's state net operating loss carryforwards has not yet been completed.

Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax asset related to these limited U.S.

state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures.

Recent Accounting Guidance Issued But Not Adopted at September 30, 2024

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

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

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

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

Retroactive application is permitted.

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

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

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

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

federal and state net operating loss carryforwards has been revalued to reflect the amount of carryforwards that are utilizable under the Section 382 limitations.

Accounting Guidance Issued But Not Adopted at March 31, 2025

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.

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 amendment is effective for annual periods beginning after December 15, 2024 and will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company will adopt this ASU for the period ending December 31, 2025 and is currently evaluating the disclosure impact of ASU 2023-09.

The ASU will not have an impact on the Company's financial condition or results of operations.

Revenue Recognition

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

(In thousands) Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) Three Months Ended March 31,

By solution group:

2024 2023 2024 2023

Content & Ad Measurement

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Total $ 85,709 $ 86,795

$ 91,000 $ 261,111 $ 276,242

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

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

(In thousands) Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) Three Months Ended March 31,

By geographical market:

2024 2023 2024 2023

United States $ 76,408 $ 77,669

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The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers:

(In thousands) September 30, 2024 December 31, 2023

(In thousands) March 31, 2025 December 31, 2024

Accounts receivable, net $ 50,609 $ 64,266

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

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2025 2024

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Remaining Performance Obligations

As of September 30, 2024, approximately $ 200 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year.

As of March 31, 2025, approximately $ 210 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 45 % of these remaining performance obligations during the remainder of 2025, approximately 35 % in 2026, and approximately 13 % in 2027, with the remainder recognized thereafter.

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

In its assessment, the Company considered changes in the

Company's stock price, market and equity capitalization, operating results and projections.

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

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

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

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

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

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

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

(In thousands)

Balance as of December 31, 2022

Impairment charge ( 78,200 )

Translation adjustments 587

Balance as of December 31, 2023

Impairment charge ( 63,000 )

Translation adjustments 100

Balance as of September 30, 2024 $ 247,460

Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)

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

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

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

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

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

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").

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2024 Issuance of Preferred Stock

On July 24, 2024 (the "2024 Issuance Date"), the Company issued 13,257,294 shares of Preferred Stock (the "2024 Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024.

As of the 2024 Issuance Date, shares of 2024 Preferred Stock were convertible into 662,862 shares of the Company's Common Stock, representing an effective conversion price of $ 49.438 per share for the canceled dividend obligation.

Shares of 2024 Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company, including that holders are entitled to cumulative dividends at a rate of 7.5 % per annum, payable annually in arrears and subject to increase under certain circumstances.

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 2024 Preferred Stock ($ 32.8 million).

After further reducing the threshold by annual dividends paid in prior years, the current Special Dividend threshold is $ 47.0 million.

For purposes of the Condensed Consolidated Financial Statements, the 2024 Preferred Stock issuance was deemed to be a payment of the deferred dividends in the form of Preferred Stock, and the cancellation of the deferred dividend balance constituted an extinguishment of the liability.

For purposes of the Condensed 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.

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The Company used significant inputs and assumptions which included the price and expected volatility of the Common Stock, risk-adjusted discount rate, risk-free rate, expected term, deferred dividends and the timing and probability of a Special Dividend being called and paid as of the 2024 Issuance Date.

The Company recorded the fair value of the 2024 Preferred Stock, net of issuance costs of $ 19.6 million within mezzanine equity.

The remaining $ 13.0 million of the cancelled dividend balance was recognized in additional paid-in capital on the Condensed Consolidated Balance Sheet as of September 30, 2024, because gains in transactions with related parties are recognized as equity contributions.

The Preferred Stock (including the 2024 Preferred Stock) is convertible at the option of the holders at any time into a number of shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock.

The 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 Condensed Consolidated Balance Sheet, because gains in transactions with related parties are recognized as equity contributions.

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

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

As of September 30, 2024, each share of Preferred Stock (including each share of 2024 Preferred Stock) was convertible into 0.050934 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

As of September 30, 2024, no shares of Preferred Stock had been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 4.4 million.

Due to the reverse stock split effected by the Company on December 20, 2023, the conversion factor was adjusted to 0.05 pursuant to the Certificate of Designations of the Preferred Stock.

As of March 31, 2025, each share of Preferred Stock was convertible into 0.052830 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

As of March 31, 2025, no shares of Preferred Stock have been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 13.4 million.

The Credit Agreement (as defined below) prohibits the payment of cash dividends to holders of the Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends on and after that date.

Refer to Footnote 5 , Debt for further information.

2019 Issuance and Sale of Common Stock and Warrants

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The Series A Warrants expired on June 26, 2024.

Revolving Credit Agreement

On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Revolving Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent (in such capacity, the "Agent"), and the lenders from time to time party thereto.

The Revolving Credit Agreement had an original borrowing capacity equal to $ 25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Revolving Credit Agreement) that was based on LIBOR.

The Company could also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $ 5.0 million, which would reduce the amount of available borrowings by the amount of such issued and outstanding letters of credit.

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 March 31, 2025, the stated interest rate on the Term Loan was 11.56 %.

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.

The loans are required to be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts (subject to certain thresholds, exceptions and reinvestment rights).

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

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

The Credit Agreement also contains the following financial covenants:

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

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

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

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

The Company was in compliance with the covenants under the Credit Agreement as of March 31, 2025.

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 among the Company, the guarantor subsidiaries and the Agent.

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

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

As of December 31, 2024, the effective interest rate calculated to amortize these costs 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 Condensed Consolidated Balance Sheet as of March 31, 2025 because a change in control is not considered probable as of such date.

The Company's total debt obligations under the Credit Agreement as of March 31, 2025 and December 31, 2024 are as follows:

(in thousands) March 31, 2025 December 31, 2024

Secured term loan $ 45,000 $ 45,000

Unamortized debt discount and issuance costs ( 3,638 ) ( 3,832 )

Principal payments ( 112 ) —

$ 41,250 $ 41,168

(1) The current portion of the Term Loan as of March 31, 2025 and December 31, 2024 was $ 0.9 million and $ 0.5 million, respectively, and was classified within other current liabilities in the Condensed Consolidated Balance Sheets.

The information set forth below summarizes the required future principal payments on the Term Loan, by year, as of March 31, 2025:

(In thousands)

2025 (remaining)

Total $ 44,888

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

As of March 31, 2025, 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, 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 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 Revolving Credit Agreement to expand its aggregate borrowing capacity from $ 25.0 million to $ 40.0 million.

The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based

interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50 %.

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

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

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

On May 3, 2024, the Company entered into a third amendment (the "May 2024 Amendment") to the Revolving Credit 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;

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(iv) increased the minimum Consolidated Asset Coverage Ratio covenant and decreased the minimum liquidity covenant;

(v) limited certain Restricted Payments (as defined in the Revolving Credit Agreement) with respect to the Company's equity interests;

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

(vii) updated certain defined terms in the Revolving Credit Agreement to reflect the May 2023 transfer of shares of Preferred Stock from Qurate to Liberty;

(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.

As of September 30, 2024, the Revolving Credit Agreement required the Company to maintain:

• a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 2.5 to 1.0, tested as of the last day of each calendar month from and after the calendar month ending May 31, 2024;

• a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.25 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or after March 31, 2024;

• minimum Liquidity (as defined in the Revolving Credit Agreement) of $ 22.0 million, tested as of the last business day of each calendar month from and after the calendar month ending March 31, 2024.

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

The Revolving Credit Agreement is also subject to customary events of default, including a change in control.

If an event of default occurs and is continuing, the Agent or the Required Lenders may accelerate any amounts outstanding and terminate lender commitments.

The Company was in compliance with the covenants under the Revolving Credit Agreement as of September 30, 2024.

The Revolving Credit Agreement is guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Revolving Credit Agreement)) and is secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions.

As of September 30, 2024, the Company had outstanding borrowings of $ 10.0 million, and issued and outstanding letters of credit of $ 3.2 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $ 11.8 million.

The outstanding borrowings are classified within current liabilities based on the maturity date of the facility.

On November 1, 2024, the Company repaid the outstanding borrowings under the Revolving Credit Agreement.

On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Revolving Credit Agreement.

Among other things, the November 2024 Amendment extended the maturity date with respect to the outstanding letters of credit and reduced the aggregate commitments to equal the outstanding letters of credit ($ 3.2 million).

For additional information about the November 2024 Amendment, refer to Footnote 12 , Subsequent Events .

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

On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Prior Credit Agreement to extend the maturity date with respect to the outstanding letters of credit under the facility to January 31, 2025.

The November 2024 Amendment reduced the aggregate lender commitments under the Prior Credit Agreement to equal the outstanding letters of credit (totaling $ 3.2 million) and limited the purpose of, and use of proceeds under, the Prior Credit Agreement to the issuance of letters of credit.

Additionally, the November 2024 Amendment terminated the following financial covenants:

(i) the minimum Consolidated Fixed Charge Coverage Ratio, (ii) the minimum Consolidated Asset Coverage Ratio, and (iii) the minimum Liquidity requirement, each as defined in the Prior Credit Agreement.

The November 2024 Amendment maintained the same non-financial covenants, security interest and interest rate as in effect immediately prior to the November 2024 Amendment.

Finally, the November 2024 Amendment provided for certain amendment fees, including

a fee of $ 250,000 due on the new maturity date (January 31, 2025) unless all letters of credit were terminated or cash collateralized on or prior to such date.

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

The Prior Credit Agreement was also subject to customary events of default, including a change in control.

The Prior Credit Agreement was guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Prior Credit Agreement)) and was secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions.

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

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

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

Fair Value Measurements

The Company's financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets on a recurring basis consist of the following:

September 30, 2024 December 31, 2023

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

There were no financial instruments measured at fair value as of March 31, 2025.

As of December 31, 2024 , t he Company's financial instrument measured at fair value in the accompanying Condensed Consolidated Balance Sheet on a recurring basis was the following:

December 31, 2024

(In thousands) Level 1 Level 2 Level 3 Total

Contingent consideration liability (1)

$ — $ 1,191 $ — $ 1,191

Warrants liability (2)

— — — — — — 669 669

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

(1) The fair value of this liability as of September 30, 2024 and December 31, 2023 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date.

The contingent consideration liability is classified as current on the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.

(2) The fair value of this liability was derived from a technique which utilized inputs, certain of which were significant and unobservable, that resulted in classification as a Level 3 fair value measurement.

Warrants liability included only the Series A warrants as of December 31, 2023.

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

The Series A Warrants expired on June 26, 2024 and there are no warrants outstanding as of September 30, 2024.

There were no changes to the Company's valuation techniques or methodologies during the three and nine months ended September 30, 2024 and 2023.

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2024 and 2023, respectively:

(In thousands) Warrants Liability

Balance as of December 31, 2023 $ 669

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

Balance as of September 30, 2024 $ —

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

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

(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.

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

As a result, there is no remaining contingent consideration liability outstanding as of March 31, 2025.

The fair value of this liability as of December 31, 2024 was equal to the payment due.

The contingent consideration liability was classified within other current liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2024.

There were no changes to the Company's valuation techniques or methodologies during the three months ended March 31, 2024.

The following table presents the changes in the Company's recurring Level 3 fair valued instruments for the three months ended March 31, 2024:

(In thousands) Warrants Liability

1 unchanged sentence

Total gain recognized due to remeasurement (1)

Balance as of September 30, 2023 $ 311

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

The following table displays the valuation technique and the significant inputs, certain of which were unobservable, for the Company's Level 3 liabilities that existed as of December 31, 2023:

Fair Value Measurements

Significant Valuation Technique Significant Valuation Inputs December 31, 2023

Warrants liability Option pricing Stock price $ 16.70

Exercise price $ 20.20

Volatility 75.0 %

Term 0.49 years

Risk-free rate 5.3 %

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

Fair Value Measurements on a Nonrecurring Basis

The Company recorded a non-cash goodwill impairment charge of $ 63.0 million for the three and nine months ended September 30, 2024 and $ 44.1 million for the nine months ended September 30, 2023.

Refer to Footnote 4 , Goodwill for further details.

The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value.

The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit.

The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value.

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

The Company recorded the 2024 Preferred Stock of $ 19.6 million within mezzanine equity and $ 13.0 million within additional paid-in capital as of September 30, 2024, which was based on the calculated fair value net of issuance costs.

Refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) for further details.

The initial measurement of the 2024 Preferred Stock issuance is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value.

The Company used a binomial lattice model, a form of the income approach, to determine the fair value of the 2024 Preferred Stock at the 2024 Issuance Date.

Balance as of March 31, 2024 $ 383

(1) The gain on remeasurement of the warrants liability was recorded in other income, net, in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

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

Accrued Expenses

(In thousands) September 30, 2024 December 31, 2023

(In thousands) March 31, 2025 December 31, 2024

Accrued data costs $ 22,267 $ 20,835

6 unchanged sentences

Transactions with WPP

As of September 30, 2024 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.6 % of the outstanding Common Stock.

As of March 31, 2025 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.5 % of the outstanding Common Stock.

The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts.

The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are as follows:

Three Months Ended March 31,

(In thousands) 2025 2024

2 unchanged sentences

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

(In thousands) September 30, 2024 December 31, 2023

(In thousands) March 31, 2025 December 31, 2024

Accounts receivable, net $ 860 $ 687

2 unchanged sentences

Contract liabilities 723 384

Transactions with Charter, Qurate, Liberty and Pine

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

On May 16, 2023, Qurate sold its Preferred Stock to Liberty, and as of September 30, 2024, Charter, Liberty and Pine each hold 33.3 % of the outstanding shares of Preferred Stock.

Transactions with Charter, Liberty and Pine

As of March 31, 2025, Charter, Liberty and Pine each held 33.3 % of the outstanding shares of Preferred Stock.

Charter, Liberty and Pine are entitled to convert the Preferred Stock into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations.

As of September 30, 2024 (based on public filings), Pine also owned 109,654 shares of the Company's outstanding Common Stock, representing 2.2 % of the outstanding Common Stock.

As of March 31, 2025 (based on public filings), Pine also owned 109,654 shares of the Company's outstanding Common Stock, representing 2.2 % of the outstanding Common Stock.

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

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

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

1 unchanged sentence

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 and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before June 30, 2024.

On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024.

In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024.

Under the June 2024 Waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before July 31, 2024, subject to certain conditions.

Under these waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before July 31, 2024, subject to certain conditions.

On July 24, 2024, 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 September 30, 2024 and December 31, 2023, Charter, Liberty and Pine each owned 31,928,301 and 27,509,203 shares of Preferred Stock, respectively.

Accrued dividends to the holders of Preferred Stock as of September 30, 2024 and December 31, 2023 were $ 4.4 million and $ 24.1 million, respectively.

As of March 31, 2025 and December 31, 2024, Charter, Liberty and Pine each owned 31,928,301 shares of Preferred Stock.

Accrued dividends to the holders of Preferred Stock as of March 31, 2025 and December 31, 2024 were $ 13.4 million and $ 9.0 million, respectively.

Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter.

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

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

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 would recognize expense for the license fees ratably over the term.

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

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

In response, Charter Operating denied the Company's concerns and notified the Company of alleged breaches of the DLA by the Company.

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

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

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

Three Months Ended September 30, Nine Months Ended September 30,

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 Condensed Consolidated Statements of Operations and Comprehensive Loss, are detailed below:

Three Months Ended March 31,

(In thousands) 2025 2024

2 unchanged sentences

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

(In thousands) September 30, 2024 December 31, 2023

Accounts payable $ 15,879 $ 10,323

(In thousands) March 31, 2025 December 31, 2024

Accrued expenses $ 8,142 $ 8,389

Non-current portion of accrued data costs 21,196 22,031

The Company had no transactions with Pine and Liberty, other than the 2024 Preferred Stock issuance for the three and nine months ended September 30, 2024.

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

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

The Company had no additional transactions with Pine and no transactions with Liberty for the three and nine months ended September 30, 2023.

The Company recognized revenues of $ 0.2 million during the three months ended September 30, 2024 and 2023, and $ 0.6 million during the nine months ended September 30, 2024 and 2023 from transactions with Qurate and its affiliates in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Organizational Restructuring

On September 29, 2022, the Company communicated a workforce reduction as part of its broader efforts to improve cost efficiency and better align its operating structure and resources with strategic priorities (collectively, the "Restructuring Plan").

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

reinvestment in and modernization of key technology platforms;

consolidation of data storage and processing activities to reduce the Company's data center footprint;

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

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

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

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

The following table summarizes costs incurred related to the Restructuring Plan for the three and nine months ended September 30, 2024 and 2023.

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2024 2023 2024 2023

Severance and related costs $ ( 38 ) $ 170 $ 788 $ 4,831

Other 53 183 180 624

Total restructuring $ 15 $ 353 $ 968 $ 5,455

The table below summarizes the balance of restructuring liability as of September 30, 2024 and December 31, 2023, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets:

(In thousands) Severance and Related Costs Other Total Restructuring

Balance as of December 31, 2023

$ 1,524 $ 106 $ 1,630

Restructuring expense 788 180 968

Payments ( 2,124 ) ( 97 ) ( 2,221 )

Other 345 ( 171 ) 174

Balance as of September 30, 2024

$ 533 $ 18 $ 551

The Company had no transactions with Pine and Liberty for the three months ended March 31, 2025 and 2024.

Transactions with Directors and Officers

The Company recognized revenues of $ 0.3 million from transactions with affiliates or former affiliates of its directors and officers in the normal course of business during the three months ended March 31, 2025 and 2024, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

In the first quarter of 2024, $ 0.2 million of these revenues were separately disclosed as transactions with Qurate and its affiliates.

Commitments and Contingencies

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

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

As of September 30, 2024, the total fixed payment obligations related to set-top box and connected television data agreements are $ 294.9 million and $ 25.4 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of September 30, 2024:

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

As of March 31, 2025, the total fixed payment obligations related to set-top box and connected television data agreements are $ 118.4 million and $ 21.1 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of March 31, 2025:

(In thousands)

2 unchanged sentences

Total $ 139,507

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $ 104.0 million over the next six years .

Contingencies

5 unchanged sentences

The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period.

Current Matters

State Sales Tax Audit

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

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

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

As of March 31, 2025, the Company cannot reasonably estimate the outcome of the review and the potential liability, if any, that may be incurred in this matter.

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 a material effect on the Company because of defense costs, diversion of management resources and other factors.

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.

Subsequent Events

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

On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Revolving Credit Agreement to extend the maturity date with respect to the outstanding letters of credit under the facility to January 31, 2025.

The November 2024 Amendment reduced the aggregate lender commitments under the Revolving Credit Agreement to equal the outstanding letters of credit (totaling $ 3.2 million) and limited the purpose of, and use of proceeds under, the Revolving Credit Agreement to the issuance of letters of credit.

Additionally, the November 2024 Amendment terminated the following financial covenants:

The November 2024 Amendment maintained the same non-financial covenants, security interest and interest rate as in effect immediately prior to the November 2024 Amendment, each as described in Footnote 6 , Debt .

Finally, the November 2024 Amendment provided for certain amendment fees, including a fee of $ 250,000 due on the new maturity date (January 31, 2025) unless all letters of credit are terminated or cash collateralized on or prior to such date.

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 three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(In thousands) 2025 2024

Content & Ad Measurement $ 73,166 $ 72,620

Syndicated Audience 63,504 64,600

Cross Platform 9,662 8,020

Research & Insight Solutions 12,543 14,175

Total revenues $ 85,709 $ 86,795

Cost of goods sold 32,617 32,805

Operating expenses

Compensation $ 33,569 $ 32,979

Professional fees 4,890 5,843

Facilities & office expense 2,309 2,448

Software licenses, maintenance and systems 3,254 3,092

Travel & entertainment 465 499

Other operating expenses 1,235 1,960

Total operating expenses $ 45,722 $ 46,821

Depreciation & amortization $ 7,346 $ 6,693

Stock-based compensation 738 1,378

Non-recurring expenses 345 165

Restructuring & transformation 1,007 535

Foreign currency transactions 1,743 ( 963 )

Interest expense, net 1,758 572

Taxes ( 1,574 ) ( 157 )

Net loss $ ( 3,993 ) $ ( 1,054 )

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

What changed 10-Q

Item 1. Financial Statements