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Item 1. Financial Statements

2025-11-07 compared with 2025-08-06 · 206 added, 101 removed, 537 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

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

22 unchanged sentences

Accrued dividends (related parties) 22,866 8,962

Customer advances ($ 144 and $ — attributable to related parties, respectively)

Customer advances 7,356 9,566

Current operating lease liabilities 8,497 8,598

10 unchanged sentences

Convertible redeemable preferred stock, $ 0.001 par value;

104,000,000 shares authorized as of June 30, 2025 and 100,000,000 shares authorized as of December 31, 2024;

95,784,903 shares issued and outstanding as of June 30, 2025 and December 31, 2024;

aggregate liquidation preference of $ 254,665 as of June 30, 2025, and $ 245,732 as of December 31, 2024 (related parties)

104,000,000 shares authorized as of September 30, 2025 and 100,000,000 shares authorized as of December 31, 2024;

95,784,903 shares issued and outstanding as of September 30, 2025 and December 31, 2024;

aggregate liquidation preference of $ 259,637 as of September 30, 2025, and $ 245,732 as of December 31, 2024 (related parties)

207,470 207,470

1 unchanged sentence

Preferred stock, $ 0.001 par value;

1,000,000 shares authorized as of June 30, 2025 and 5,000,000 shares authorized as of December 31, 2024;

no shares issued or outstanding as of June 30, 2025 or December 31, 2024

1,000,000 shares authorized as of September 30, 2025 and 5,000,000 shares authorized as of December 31, 2024;

no shares issued or outstanding as of September 30, 2025 or December 31, 2024

Common stock, $ 0.001 par value;

16,750,000 shares authorized as of June 30, 2025 and 13,750,000 shares authorized as of December 31, 2024;

5,353,019 shares issued and 5,014,780 shares outstanding as of June 30, 2025, and 5,228,814 shares issued and 4,890,575 shares outstanding as of December 31, 2024

16,750,000 shares authorized as of September 30, 2025 and 13,750,000 shares authorized as of December 31, 2024;

5,353,903 shares issued and 5,015,664 shares outstanding as of September 30, 2025, and 5,228,814 shares issued and 4,890,575 shares outstanding as of December 31, 2024

Additional paid-in capital 1,715,404 1,714,052

1 unchanged sentence

Accumulated deficit ( 1,501,204 ) ( 1,474,268 )

Treasury stock, at cost, 338,239 shares as of June 30, 2025 and December 31, 2024

Treasury stock, at cost, 338,239 shares as of September 30, 2025 and December 31, 2024

( 229,984 ) ( 229,984 )

3 unchanged sentences

COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended June 30, Six Months Ended June 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

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

9 unchanged sentences

Amortization of intangible assets 633 764 1,897 2,365

Impairment of goodwill — 63,000 — 63,000

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

Restructuring — 15 — 968

Total expenses from operations 87,201 148,084 266,046 324,521

Loss from operations ( 1,681 ) ( 1,928 ) ( 3,747 ) ( 3,805 )

(Loss) gain from foreign currency transactions ( 3,803 ) ( 248 ) ( 5,546 ) 715

Income (loss) from operations 1,705 ( 59,605 ) ( 2,042 ) ( 63,410 )

Gain (loss) from foreign currency transactions 136 ( 2,223 ) ( 5,410 ) ( 1,508 )

Interest expense, net ( 1,699 ) ( 424 ) ( 5,010 ) ( 1,440 )

Other income, net — — — 651

Loss before income taxes ( 7,037 ) ( 2,244 ) ( 12,604 ) ( 3,455 )

Income tax (provision) benefit ( 2,455 ) 536 ( 881 ) 693

Net loss $ ( 9,492 ) $ ( 1,708 ) $ ( 13,485 ) $ ( 2,762 )

Income (loss) before income taxes 142 ( 62,252 ) ( 12,462 ) ( 65,707 )

Income tax benefit (provision) 311 1,622 ( 570 ) 2,315

Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 )

Net loss available to common stockholders:

Net loss $ ( 9,492 ) $ ( 1,708 ) $ ( 13,485 ) $ ( 2,762 )

Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 )

Convertible redeemable preferred stock dividends (1)

5 unchanged sentences

Basic and diluted 5,252,039 5,098,415 5,136,696 4,986,746

Comprehensive loss:

Net loss $ ( 9,492 ) $ ( 1,708 ) $ ( 13,485 ) $ ( 2,762 )

Other comprehensive loss:

Comprehensive income (loss):

Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 )

Other comprehensive (loss) income:

Foreign currency cumulative translation adjustment ( 325 ) 2,925 7,590 828

Total comprehensive loss $ ( 4,216 ) $ ( 1,818 ) $ ( 5,570 ) $ ( 4,859 )

Total comprehensive income (loss) $ 128 $ ( 57,705 ) $ ( 5,442 ) $ ( 62,564 )

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

Refer to Footnote 9 , Related Party Transactions.

Three Months Ended June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

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

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

Three Months Ended June 30, Six Months Ended June 30,

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

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

2025 2024 2025 2024

3 unchanged sentences

General and administrative 275 560 1,357 1,986

Total stock-based compensation expense $ 1,748 $ 1,011 $ 2,486 $ 2,389

Total stock-based compensation expense (benefit) $ 377 $ ( 122 ) $ 2,863 $ 2,267

See accompanying Notes to Condensed Consolidated Financial Statements.

24 unchanged sentences

Amortization of stock-based compensation — — — — 502 — — — 502

Settlement of restricted stock unit liability — — — — — — — — —

Foreign currency translation adjustment — — — — — 5,276 — — 5,276

Balance as of June 30, 2025 95,784,903 $ 207,470 5,014,780 $ 5 $ 1,715,149 $ ( 10,153 ) $ ( 1,496,686 ) $ ( 229,984 ) $ ( 21,669 )

Net income — — — — — — 453 — 453

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,971 ) — ( 4,971 )

Restricted stock units distributed — — 1,250 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 366 ) — ( 3 ) — — — ( 3 )

Amortization of stock-based compensation — — — — 258 — — — 258

Foreign currency translation adjustment — — — — — ( 325 ) — — ( 325 )

Balance as of September 30, 2025 95,784,903 $ 207,470 5,015,664 $ 5 $ 1,715,404 $ ( 10,478 ) $ ( 1,501,204 ) $ ( 229,984 ) $ ( 26,257 )

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

25 unchanged sentences

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 )

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

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2025 2024

3 unchanged sentences

Depreciation 17,650 16,194

Unrealized foreign currency loss 4,788 —

Non-cash operating lease expense 3,744 4,031

3 unchanged sentences

Deferred tax provision (benefit) 520 ( 2,182 )

Impairment of goodwill — 63,000

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

Other 1,984 947

23 unchanged sentences

Cash, cash equivalents and restricted cash at end of period $ 29,883 $ 20,185

As of June 30,

As of September 30,

Cash and cash equivalents $ 26,705 $ 19,996

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 29,883 $ 20,185

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental cash flow disclosure:

Cash paid for interest on debt, net of amounts capitalized (1)

$ 3,938 $ 923

Supplemental disclosures of non-cash investing and financing activities :

Convertible redeemable preferred stock dividends accrued but not yet paid (related parties) $ 13,904 $ 4,424

Change in accounts payable and accrued expenses related to capital expenditures 898 1,083

Right-of-use assets obtained in exchange for finance lease liabilities 619 7,861

Settlement of restricted stock unit liability 314 1,895

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

(1) For the nine months ended September 30, 2025, cash paid for interest on debt reflects the interest paid on the Company's senior secured financing agreement with Blue Torch Finance LLC.

For the nine months ended September 30, 2024 cash paid for interest on debt reflects the interest paid on the Company's prior credit agreement with Bank of America N.A.

(2) 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.

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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.

Potential Recapitalization Transaction with Preferred Stockholders

On September 26, 2025, the Company entered into separate Stock Exchange Agreements (the "Exchange Agreements") with each of Charter Communications Holding Company, LLC ("Charter"), Liberty Broadband Corporation ("Liberty"), and Pine Investor, LLC ("Pine," and together with Charter and Liberty, the "Preferred Stockholders"), pursuant to which, at the closing of the transactions contemplated thereby (the "Closing"), each Preferred Stockholder will exchange the 31,928,301 shares of Series B Convertible Preferred Stock, par value $ 0.001 per share, of the Company (the "Preferred Stock") currently owned by such Preferred Stockholder for (i) 4,223,621 shares of a new series of convertible preferred stock to be designated as Series C Convertible Preferred Stock, par value $ 0.001 per share ("Series C Preferred Stock"), which will be convertible into shares of common stock, par value $ 0.001 per share, of the Company ("Common Stock") and (ii) 3,286,825 shares of Common Stock (such transactions, collectively, the "Exchange").

The Closing is subject to various closing conditions, including approval by the Company's stockholders.

The Company currently intends to hold a special meeting of stockholders in December 2025 to seek approval of the Exchange and related matters and, if approved, to complete the Closing shortly thereafter.

If the Exchange is consummated, the Company will retire the shares of Preferred Stock acquired by the Company pursuant to the Exchange Agreements and will eliminate from its Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of the Preferred Stock, including the annual dividend rights provided therein.

In addition, the Company and the Preferred Stockholders will enter into an amended and restated stockholders agreement that, among other things, will eliminate the Preferred Stockholders' current right to a special dividend of at least $ 47.0 million.

The Exchange Agreements include certain termination rights for the Company and each of the Preferred Stockholders.

In addition, the Exchange Agreements contain customary representations and warranties from the Preferred Stockholders and the Company, and each party has agreed to certain covenants.

Each party has also agreed, on behalf of itself and certain related parties, to a release of claims relating to the ownership and transfer of the existing shares of Preferred Stock, subject to certain exceptions.

Provided that the Closing occurs, the Company has agreed to make a one-time cash payment of $ 2.0 million to each of the Preferred Stockholders on June 30, 2028, regardless of whether the Preferred Stockholder continues to own any securities of the Company on such date.

On September 26, 2025, in connection with the execution of the Exchange Agreements, the Company entered into an amendment to its senior secured financing agreement, dated as of December 31, 2024, among the Company as borrower, each subsidiary of the Company from time to time party thereto as a guarantor, each lender from time to time party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent (the "Credit Agreement") to permit the Exchange and the issuance of Series C Preferred Stock in connection with the Exchange.

Summary of Significant Accounting Policies

8 unchanged sentences

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 six months ended June 30, 2025 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2025 or thereafter.

All references to June 30, 2025 and 2024 in the Notes to Condensed Consolidated Financial Statements are unaudited.

The Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2025 or thereafter.

All references to September 30, 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, 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.

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, and the valuation of options, performance-based and market-based stock awards.

Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances.

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Preferred Stock

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

(together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $ 0.001 ("Preferred Stock") as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter, Qurate Retail, Inc.

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

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

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

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

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

8 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 June 30, 2025 because a deemed liquidation event is not considered probable as of such date.

The Preferred Stock has not been adjusted to its redemption amount as of September 30, 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 June 30, 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.

As of September 30, 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).

5 unchanged sentences

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.

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 Income (Loss).

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 any 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.

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 were 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 %.

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, 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, stock options, restricted stock units, contingent consideration liability and warrants, 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

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

The Company calculated a potential anti-dilutive share count for the three and six months ended June 30, 2024 based on the remaining expected payments totaling $ 1.2 million and the $ 14.19 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on June 28, 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's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code.

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The legislation has multiple effective dates, with certain provisions beginning in 2025 and others beginning at various dates through 2027.

The Company is assessing the OBBB Act's impact on the Company's financial statements and related disclosures, but does not currently expect it to materially impact the Company's income tax position in 2025.

Accounting Guidance Issued But Not Adopted at June 30, 2025

The Company does not expect the OBBB Act to materially impact the Company's income tax position in 2025.

Accounting Guidance Issued But Not Adopted at September 30, 2025

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This guidance modernizes accounting for software costs by removing rigid developmental stages and by aligning the accounting treatment with how software is developed today.

The ASU allows eligible software development costs to begin being capitalized when management has authorized and committed to funding the software project, it is probable that the project will be completed and the software will be used to perform the function intended.

The effective date for the standard is for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

Early adoption is permitted.

The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transition approach.

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The ASU allows companies to apply a practical expedient when estimating credit losses on current accounts receivable and contract assets.

The update is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company does not expect this standard to have a material impact on the Company's Consolidated Financial Statements and related disclosures.

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

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

(In thousands) Three Months Ended June 30, Six Months Ended June 30,

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

By solution group:

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

(In thousands) Three Months Ended June 30, Six Months Ended June 30,

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

By geographical market:

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

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Accounts receivable, net $ 50,592 $ 64,266

4 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2025 2024

2 unchanged sentences

Remaining Performance Obligations

As of June 30, 2025, approximately $ 190 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 September 30, 2025, approximately $ 175 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 19 % of these remaining performance obligations during the remainder of 2025, approximately 52 % in 2026, and approximately 19 % 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 the decline in the Company's stock price, market and equity capitalization, operating results and projections.

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

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

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

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

(In thousands)

Balance as of December 31, 2023 (1)

Impairment charge ( 63,000 )

Translation adjustments ( 1,350 )

Balance as of December 31, 2024

Translation adjustments 2,493

Balance as of September 30, 2025 $ 248,503

(1) Goodwill balance is net of an accumulated impairment charge of $ 348.8 million as of December 31, 2023.

Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)

23 unchanged sentences

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 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.

8 unchanged sentences

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 June 30, 2025, each share of Preferred Stock was convertible into 0.053779 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

As of June 30, 2025, no shares of Preferred Stock have been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 17.9 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.

As of September 30, 2025, each share of Preferred Stock was convertible into 0.054829 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

As of September 30, 2025, no shares of Preferred Stock have been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 22.9 million.

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

Refer to Footnote 6 , Debt for further information.

Refer to Footnote 1 , Organization , for information regarding a proposed recapitalization transaction that, if approved by the Company's stockholders and consummated, would result in the exchange and retirement of all shares of Preferred Stock and the elimination of related dividend rights.

2019 Issuance and Sale of Common Stock and Warrants

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

("CVI"), pursuant to which CVI agreed to purchase (i) 136,425 shares of Common Stock (the "Initial Shares"), at a price of $ 146.60 per share and (ii) Series A Warrants, Series

B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $ 20.0 million (the "Private Placement").

("CVI"), pursuant to which CVI agreed to purchase (i) 136,425 shares of Common Stock (the "Initial Shares"), at a price of $ 146.60 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $ 20.0 million (the "Private Placement").

The Private Placement closed on June 26, 2019 (the "CVI Closing Date").

6 unchanged sentences

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.

On December 31, 2024, the Company entered into 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.

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

As of June 30, 2025, the stated interest rate on the Term Loan was 11.56 %.

As of September 30, 2025, the stated interest rate on the Term Loan was 11.26 %.

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:

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.

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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 June 30, 2025.

The Company was in compliance with the covenants under the Credit Agreement as of September 30, 2025.

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

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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 date the Company entered into the Credit Agreement), the effective interest rate calculated to amortize these costs was 14.54 %.

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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 June 30, 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 June 30, 2025 and December 31, 2024 are as follows:

(in thousands) June 30, 2025 December 31, 2024

The change in control feature is not recorded on the Condensed Consolidated Balance Sheet as of September 30, 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 September 30, 2025 and December 31, 2024 are as follows:

(in thousands) September 30, 2025 December 31, 2024

Secured term loan $ 45,000 $ 45,000

2 unchanged sentences

$ 41,440 $ 41,168

(1) The current portion of the Term Loan as of June 30, 2025 and December 31, 2024 was $ 1.4 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 June 30, 2025:

(1) The current portion of the Term Loan as of September 30, 2025 and December 31, 2024 was $ 1.8 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 September 30, 2025:

(In thousands)

2 unchanged sentences

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 June 30, 2025, the Company had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $ 15.0 million.

As of September 30, 2025, the Company had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $ 15.0 million.

Prior Credit Agreement

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(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.

and (viii) provided for certain amendment fees, including a fee of 2.0 % of aggregate commitments due on the maturity date (November 5, 2024) unless all obligations were paid in full prior to such date.

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

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Fair Value Measurements

There were no financial instruments measured at fair value as of June 30, 2025.

There were no financial instruments measured at fair value as of September 30, 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:

8 unchanged sentences

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 and six months ended June 30, 2024.

The following table presents the changes in the Company's recurring Level 3 fair valued instruments for the six months ended June 30, 2024:

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

The following table presents the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2024:

(In thousands) Warrants Liability

1 unchanged sentence

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

Balance as of June 30, 2024 $ —

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

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 Statement of Operations and Comprehensive Income (Loss).

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

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.

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.

Accrued Expenses

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Accrued data costs $ 26,018 $ 20,835

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Transactions with WPP

As of June 30, 2025 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.3 % of the outstanding Common Stock.

As of September 30, 2025 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.3 % 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, are as follows:

Three Months Ended June 30, Six Months Ended June 30,

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

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

(In thousands) 2025 2024 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) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Accounts receivable, net $ 1,491 $ 687

2 unchanged sentences

Contract liabilities 421 384

Customer advances 144 —

Transactions with Charter, Liberty and Pine

As of June 30, 2025, Charter, Liberty and Pine each held 33.3 % of the outstanding shares of Preferred Stock.

As of September 30, 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 June 30, 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.

As of September 30, 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.

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Under the waivers and the Certificate of Designations, the deferred dividends will continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before December 31, 2025.

As of June 30, 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 June 30, 2025 and December 31, 2024 were $ 17.9 million and $ 9.0 million, respectively.

As of September 30, 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 September 30, 2025 and December 31, 2024 were $ 22.9 million and $ 9.0 million, respectively.

Refer to Footnote 1 , Organization , for information regarding the Exchange Agreements entered into between the Company and each of Charter, Liberty and Pine on September 26, 2025.

If approved by the Company's stockholders and consummated, the Exchange would result in the exchange and retirement of all shares of Preferred Stock held by the Preferred Stockholders, the issuance of new shares of Series C Preferred Stock and Common Stock to the Preferred Stockholders, the elimination of the Preferred Stockholders' annual dividend and Special Dividend rights, and a reduction in the Preferred Stockholders' director designation rights, among other things.

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

Under the original DLA, Charter Operating would bill

the Company for license fees according to a payment schedule that gradually increased from $ 10.0 million in the first year of the term to $ 32.3 million in the tenth year of the term.

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.

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

totaling $ 7.0 million.

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

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

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

Three Months Ended June 30, Six Months Ended June 30,

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

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

(In thousands) 2025 2024 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) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Accrued expenses $ 7,902 $ 8,389

Non-current portion of accrued data costs 19,312 22,031

The Company had no transactions with Pine and Liberty for the three and six months ended June 30, 2025 and 2024.

Except as described above with respect to the Exchange Agreements, the Company had no transactions with Pine and Liberty for the three and nine months ended September 30, 2025.

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.

Transactions with Directors and Officers

The Company recognized revenues of $ 0.1 million and $ 0.4 million during the three and six months ended June 30, 2025, respectively, and $ 0.3 million and $ 0.6 million during the three and six months ended June 30, 2024, respectively, from transactions with affiliates or former affiliates of its directors and officers in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the three and six months ended June 30, 2024, $ 0.2 million and $ 0.4 million of these revenues were separately disclosed as transactions with Qurate and its affiliates.

The Company recognized revenues of $ 0.3 million and $ 0.7 million during the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.9 million during the three and nine months ended September 30, 2024, respectively, from transactions with affiliates or former affiliates of its directors and officers in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

For the three and nine months ended September 30, 2024, $ 0.2 million and $ 0.6 million of these revenues were separately disclosed as transactions with Qurate and its affiliates.

Commitments and Contingencies

1 unchanged sentence

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

As of June 30, 2025, the total fixed payment obligations related to set-top box and connected television data agreements are $ 112.1 million and $ 25.7 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of June 30, 2025:

As of September 30, 2025, the total fixed payment obligations related to set-top box and connected television data agreements are $ 104.5 million and $ 25.2 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of September 30, 2025:

(In thousands)

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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 June 30, 2025, the Company cannot reasonably estimate the outcome of the review and the potential liability, if any, that may be incurred in this matter.

As of September 30, 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

12 unchanged sentences

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 and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

The following table presents financial information that is presented to the CODM with respect to the Company's single operating segment for the three and nine months ended September 30, 2025 and 2024:

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

(In thousands) 2025 2024 2025 2024

9 unchanged sentences

Professional fees (2)

5,539 5,229 15,626 16,003

Facilities & office expense 2,275 2,668 6,745 7,861

5 unchanged sentences

Stock-based compensation 377 ( 122 ) 2,863 2,267

Non-recurring expenses 364 ( 15 ) 709 150

Restructuring & transformation 507 15 2,549 1,043

Strategic transaction costs (2)

538 36 538 49

Foreign currency transactions ( 136 ) 2,223 5,410 1,508

Impairment — 64,397 — 64,397

Interest expense, net 1,699 424 5,010 1,440

Taxes ( 311 ) ( 1,622 ) 570 ( 2,315 )

Net loss $ ( 9,492 ) $ ( 1,708 ) $ ( 13,485 ) $ ( 2,762 )

(1) Excludes certain items that are recorded within the cost of revenues, selling and marketing, research and development, and general and administrative expense lines on the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss that are presented elsewhere in this table in accordance with the presentation to the CODM, who uses the adjusted presentation to allocate resources and assess performance.

Other 362 351 1,071 501

Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 )

(1) Excludes certain items that are recorded within the cost of revenues, selling and marketing, research and development, and general and administrative expense lines on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) that are presented elsewhere in this table in accordance with the presentation to the CODM, who uses the adjusted presentation to allocate resources and assess performance.

(2) Beginning in the third quarter of 2025 (and for comparable prior periods), strategic transaction costs that had previously been included in professional fees are being presented separately in this table in accordance with the presentation to the CODM.

Strategic transaction costs represent third-party professional fees and other charges incurred in connection with strategic transactions, including mergers, acquisitions, financings and dispositions, regardless of whether consummated, which the Company otherwise would not have incurred as part of its normal business operations.

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