14 unchanged sentences
Results of Operations
−Removed: The following table sets forth selected Condensed Consolidated Statements of Operations and Comprehensive Loss data as a percentage of revenues for each of the periods indicated.
+Added: The following table sets forth selected Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) data as a percentage of revenues for each of the periods indicated.
Percentages may not add due to rounding.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
6 unchanged sentences
Amortization of intangible assets 633 0.7 % 764 0.9 % 1,897 0.7 % 2,365 0.9 %
+Added: Impairment of goodwill — — % 63,000 71.2 % — — % 63,000 24.1 %
+Added: Impairment of right-of-use and long-lived assets — — % 1,397 1.6 % — — % 1,397 0.5 %
Restructuring — — % 15 — % — — % 968 0.4 %
Total expenses from operations 87,201 98.1 % 148,084 167.4 % 266,046 100.8 % 324,521 124.3 %
−Removed: Loss from operations (1,681) (1.9) % (1,928) (2.2) % (3,747) (2.1) % (3,805) (2.2) %
−Removed: (Loss) gain from foreign currency transactions (3,803) (4.3) % (248) (0.3) % (5,546) (3.2) % 715 0.4 %
+Added: Income (loss) from operations 1,705 1.9 % (59,605) (67.4) % (2,042) (0.8) % (63,410) (24.3) %
+Added: Gain (loss) from foreign currency transactions 136 0.2 % (2,223) (2.5) % (5,410) (2.0) % (1,508) (0.6) %
Interest expense, net (1,699) (1.9) % (424) (0.5) % (5,010) (1.9) % (1,440) (0.6) %
Other income, net — — % — — % — — % 651 0.2 %
−Removed: Loss before income taxes (7,037) (7.9) % (2,244) (2.6) % (12,604) (7.2) % (3,455) (2.0) %
−Removed: Income tax (provision) benefit (2,455) (2.7) % 536 0.6 % (881) (0.5) % 693 0.4 %
−Removed: Net loss $ (9,492) (10.6) % $ (1,708) (2.0) % $ (13,485) (7.7) % $ (2,762) (1.6) %
+Added: Income (loss) before income taxes 142 0.2 % (62,252) (70.4) % (12,462) (4.7) % (65,707) (25.2) %
+Added: Income tax benefit (provision) 311 0.3 % 1,622 1.8 % (570) (0.2) % 2,315 0.9 %
+Added: Net income (loss) $ 453 0.5 % $ (60,630) (68.5) % $ (13,032) (4.9) % $ (63,392) (24.3) %
Our products and services are organized around two solution groups:
8 unchanged sentences
however, our cost structure is tracked at the corporate level and not by our solution groups.
−Removed: These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supports both solution groups.
−Removed: Revenues for the three months ended June 30, 2025 and 2024 were as follows:
−Removed: Three Months Ended June 30,
+Added: These shared costs include employee costs, purchased data, operational overhead, data storage and technology that support both solution groups.
+Added: Revenues for the three months ended September 30, 2025 and 2024 were as follows:
+Added: Three Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue $ Variance % Variance
6 unchanged sentences
Content & Ad Measurement revenue increased due to higher renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering.
−Removed: Included in Syndicated Audience revenue is local TV revenue from a new contract with a large enterprise media client that resulted in revenue being recognized earlier in the year than we anticipated.
−Removed: This increase was partially offset by a decrease in revenue from our national TV and syndicated digital products due to lower renewals.
−Removed: Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.
−Removed: Revenues for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: Six Months Ended June 30,
+Added: This increase was partially offset by a decrease in revenue from our syndicated digital and national TV products due to lower renewals.
+Added: Research & Insight Solutions revenue increased primarily due to higher deliveries of certain custom digital products.
+Added: Revenues for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: Nine Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue $ Variance % Variance
5 unchanged sentences
Total revenues $ 264,004 100.0 % $ 261,111 100.0 % $ 2,893 1.1 %
−Removed: Content & Ad Measurement revenue increased due to higher renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering.
−Removed: This increase was partially offset by a decrease in revenue from our national TV and syndicated digital products due to lower renewals.
+Added: Content & Ad Measurement revenue increased due to new business and higher renewals in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering.
+Added: This increase was partially offset by a decrease in revenue from our syndicated digital and national TV products due to lower renewals.
Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.
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Additionally, cost of revenues includes allocated overhead, lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.
−Removed: Cost of revenues for the three months ended June 30, 2025 and 2024 were as follows:
−Removed: Three Months Ended June 30,
+Added: Cost of revenues for the three months ended September 30, 2025 and 2024 were as follows:
+Added: Three Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue
2 unchanged sentences
Employee costs 10,152 11.4 % 8,582 9.7 % 1,570 18.3 %
−Removed: Systems and bandwidth costs 7,619 8.5 % 6,548 7.6 % 1,071 16.4 %
Lease expense and depreciation 7,266 8.2 % 7,354 8.3 % (88) (1.2) %
+Added: Systems and bandwidth costs 7,041 7.9 % 7,131 8.1 % (90) (1.3) %
Panel costs 3,542 4.0 % 3,372 3.8 % 170 5.0 %
Royalties and resellers 2,519 2.8 % 1,870 2.1 % 649 34.7 %
−Removed: Professional fees 1,690 1.9 % 2,048 2.4 % (358) (17.5) %
Sample and survey costs 1,878 2.1 % 1,557 1.8 % 321 20.6 %
+Added: Professional fees 1,791 2.0 % 1,464 1.7 % 327 22.3 %
Technology 1,225 1.4 % 1,090 1.2 % 135 12.4 %
2 unchanged sentences
Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses.
−Removed: Systems and bandwidth costs increased primarily due to higher cloud computing and processing costs attributable to certain custom TV data set deliveries.
−Removed: These increases were partially offset by a decrease in data costs primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.
−Removed: Cost of revenues for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: Six Months Ended June 30,
+Added: Data costs decreased primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.
+Added: Cost of revenues for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: Nine Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue
6 unchanged sentences
Royalties and resellers 6,475 2.5 % 4,545 1.7 % 1,930 42.5 %
−Removed: Professional fees 3,099 1.8 % 3,305 1.9 % (206) (6.2) %
Sample and survey costs 4,949 1.9 % 4,735 1.8 % 214 4.5 %
+Added: Professional fees 4,890 1.9 % 4,769 1.8 % 121 2.5 %
Technology 3,584 1.4 % 3,201 1.2 % 383 12.0 %
2 unchanged sentences
Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses.
−Removed: Lease expense and depreciation increased primarily due to an increase in capitalized internal-use software and finance leases.
Royalties and resellers costs increased primarily due to increased sales of products for which we pay royalties.
+Added: Lease expense and depreciation increased primarily due to an increase in capitalized internal-use software and finance leases.
+Added: Panel costs increased primarily due to higher recruitment and support costs.
Systems and bandwidth costs increased primarily due to higher cloud computing and processing costs attributable to certain custom TV data set deliveries.
−Removed: These increases were partially offset by a decrease in data costs primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.
+Added: Data costs decreased primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.
Selling and Marketing
Selling and marketing expenses consist primarily of employee costs, including salaries, benefits, commissions, stock-based compensation and other related costs for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, industry conferences, promotional materials, public relations, other sales and marketing programs and allocated overhead, lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.
−Removed: Selling and marketing expenses for the three months ended June 30, 2025 and 2024 were as follows:
−Removed: Three Months Ended June 30,
+Added: Selling and marketing expenses for the three months ended September 30, 2025 and 2024 were as follows:
+Added: Three Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change
Employee costs $ 11,451 13.0 % $ 9,691 11.0 % $ 1,760 18.2 %
−Removed: Marketing and advertising 1,242 1.4 % 653 0.8 % 589 90.2 %
Technology 841 0.9 % 811 0.9 % 30 3.7 %
1 unchanged sentence
Lease expense and depreciation 523 0.6 % 546 0.6 % (23) (4.2) %
+Added: Marketing and advertising 429 0.5 % 479 0.5 % (50) (10.4) %
Other 486 0.5 % 372 0.4 % 114 30.6 %
Total selling and marketing expenses $ 14,551 16.4 % $ 12,515 14.1 % $ 2,036 16.3 %
−Removed: Employee costs increased primarily due to severance expense for terminated employees.
−Removed: Selling and marketing expenses for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: Six Months Ended June 30,
+Added: Employee costs increased primarily due to an increase in employee commissions and bonuses.
+Added: Selling and marketing expenses for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: Nine Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change
Employee costs $ 35,916 13.6 % $ 33,127 12.6 % $ 2,789 8.4 %
−Removed: Marketing and advertising 1,886 1.1 % 1,500 0.9 % 386 25.7 %
Technology 2,465 0.9 % 2,401 0.9 % 64 2.7 %
+Added: Marketing and advertising 2,315 0.9 % 1,979 0.8 % 336 17.0 %
Professional fees 2,201 0.8 % 1,832 0.7 % 369 20.1 %
2 unchanged sentences
Total selling and marketing expenses $ 46,017 17.4 % $ 42,691 16.3 % $ 3,326 7.8 %
−Removed: Employee costs increased primarily due to severance expense for terminated employees.
+Added: Employee costs increased primarily due to an increase in employee commissions and bonuses, as well as severance expense for terminated employees.
Research and Development
Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products and third-party data costs and allocated overhead, lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.
−Removed: Research and development expenses for the three months ended June 30, 2025 and 2024 were as follows:
−Removed: Three Months Ended June 30,
+Added: Research and development expenses for the three months ended September 30, 2025 and 2024 were as follows:
+Added: Three Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change
5 unchanged sentences
Total research and development expenses $ 7,184 8.1 % $ 7,272 8.2 % $ (88) (1.2) %
−Removed: Research and development expenses for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: Six Months Ended June 30,
+Added: Research and development expenses for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: Nine Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change
5 unchanged sentences
Total research and development expenses $ 23,106 8.8 % $ 24,412 9.3 % $ (1,306) (5.3) %
+Added: Lease expense and depreciation decreased primarily due to a reduction of our leased space in various locations.
Employee costs decreased primarily due to a shift in headcount toward supporting our products.
General and Administrative
−Removed: General and administrative expenses consist primarily of employee costs including salaries, benefits, stock-based compensation and other related costs, and related expenses for executive management, finance, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, lease expense and other facilities-related costs, depreciation expense related to general purpose
−Removed: equipment and software, amortization of cloud-computing implementation costs, changes in the fair value of our contingent consideration liability, Board of Directors compensation and expenses incurred for other general corporate purposes.
−Removed: General and administrative expenses for the three months ended June 30, 2025 and 2024 were as follows:
−Removed: Three Months Ended June 30,
+Added: General and administrative expenses consist primarily of employee costs including salaries, benefits, stock-based compensation and other related costs, and related expenses for executive management, finance, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, lease expense and other facilities-related costs, depreciation expense related to general purpose equipment and software, amortization of cloud-computing implementation costs, changes in the fair value of our contingent consideration liability, Board of Directors compensation and expenses incurred for other general corporate purposes.
+Added: General and administrative expenses for the three months ended September 30, 2025 and 2024 were as follows:
+Added: Three Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change
6 unchanged sentences
Employee costs increased primarily due to an increase in employee bonuses.
−Removed: General and administrative expenses for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: Six Months Ended June 30,
+Added: Professional fees increased primarily due to certain charges related to a review of strategic alternatives that ended in the third quarter of 2025.
+Added: General and administrative expenses for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: Nine Months Ended September 30,
(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change
6 unchanged sentences
Employee costs increased primarily due to an increase in employee bonuses and severance expense for terminated employees.
+Added: Other costs decreased primarily due to lower non-income taxes.
Amortization of Intangible Assets
Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger.
−Removed: Amortization of intangible assets was $0.6 million and $0.8 million during the three months ended June 30, 2025 and 2024, respectively and $1.3 million and $1.6 million during the six months ended June 30, 2025 and 2024, respectively.
+Added: Amortization of intangible assets was $0.6 million and $0.8 million during the three months ended September 30, 2025 and 2024, respectively and $1.9 million and $2.4 million during the nine months ended September 30, 2025 and 2024, respectively.
+Added: Impairment of Goodwill
+Added: In the third quarter of 2024, as a result of changes in our stock price, market and equity capitalization, operating results and projections, we performed an interim impairment review of our goodwill in conjunction with our October 1, 2024 annual testing date.
+Added: Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $63.0 million non-cash impairment charge in the three and nine months ended September 30, 2024.
+Added: No impairment charge related to goodwill was incurred during the three and nine months ended September 30, 2025.
+Added: For further information on our goodwill, refer to Footnote 4 , Goodwill in this 10-Q and Item 7 , " Critical Accounting Estimates " within our 2024 10-K .
+Added: Impairment of Right-of-use and Long-lived Assets
+Added: In the third quarter of 2024, we recorded an impairment charge of $1.4 million related to certain office space lease right-of-use assets and associated leasehold improvements.
+Added: The impairment charge was driven by the execution of a sublease for an office space for which expected cash receipts were less than the cash disbursements for the primary lease.
+Added: No impairment charge related to right-of-use and long-lived assets was incurred during the three and nine months ended September 30, 2025.
+Added: For further information refer to Footnote 2 , Summary of Significant Accounting Policies .
Organizational Restructuring
−Removed: We incurred $0.5 million and $1.0 million of restructuring expense during the three and six months ended June 30, 2024, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022.
+Added: We incurred $15 thousand and $1.0 million of restructuring expense during the three and nine months ended September 30, 2024, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022.
The 2022 restructuring plan was substantially completed in 2024.
−Removed: Interest Expense, Net
−Removed: Interest expense, net consists of interest income and interest expense.
−Removed: Interest income primarily consists of interest earned from our cash and cash equivalent balances.
−Removed: Interest expense primarily relates to interest and amortization of debt issuance costs under our Credit Agreement, our Prior Credit Agreement and our finance leases.
−Removed: We incurred interest expense, net of $1.6 million and $0.4 million during the three months ended June 30, 2025 and 2024, respectively, and $3.3 million and $1.0 million during the six months ended June 30, 2025 and 2024, respectively.
−Removed: The increase in interest expense, net for the three and six months ended June 30, 2025 as compared to 2024 was primarily due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024.
−Removed: For additional information, refer to Footnote 5 , Debt.
−Removed: (Loss) Gain From Foreign Currency Transactions
+Added: Gain (Loss) From Foreign Currency Transactions
Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate between the transactional currency and the functional currency of foreign subsidiary transactions, primarily resulting in non-cash unrealized gains and losses.
2 unchanged sentences
Dollars are in a net asset position.
−Removed: For the three and six months ended June 30, 2025, the loss from foreign currency transactions was $3.8 million and $5.5 million, respectively.
−Removed: The losses were primarily driven by fluctuations in the Euro, Chilean Peso and U.S.
+Added: For the three and nine months ended September 30, 2025, the gain (loss) from foreign currency transactions was $0.1 million and $(5.4) million, respectively.
+Added: The gain (loss) was primarily driven by fluctuations in the Euro, Chilean Peso and U.S.
Dollar exchange rates.
−Removed: For the three and six months ended June 30, 2024, the (loss) gain from foreign currency transactions was $(0.2) million and $0.7 million, respectively.
−Removed: The loss during the three months ended June 30, 2024 and gain during the six months ended June 30, 2024 were primarily driven by fluctuations in the Euro and Chilean Peso against the U.S.
−Removed: Dollar and the Chilean Peso against the Euro.
−Removed: Other Income, Net
−Removed: Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of our regular operations.
−Removed: Other income, net was zero during the three and six months ended June 30, 2025, and $0.4 million and $0.7 million during the three and six months ended June 30, 2024, respectively.
−Removed: Income Tax (Provision) Benefit
+Added: For the three and nine months ended September 30, 2024, the loss from foreign currency transactions was $2.2 million and $1.5 million, respectively.
+Added: The losses incurred during the three and nine months ended September 30, 2024 were primarily driven by fluctuations in the Euro, Chilean Peso, Brazilian Real, and U.S.
+Added: Dollar exchange rates.
+Added: Interest Expense, Net
+Added: Interest expense, net consists of interest income and interest expense.
+Added: Interest income primarily consists of interest earned from our cash and cash equivalent balances.
+Added: Interest expense primarily relates to interest and amortization of debt issuance costs under our Credit Agreement, our Prior Credit Agreement and our finance leases.
+Added: We incurred interest expense, net of $1.7 million and $0.4 million during the three months ended September 30, 2025 and 2024, respectively, and $5.0 million and $1.4 million during the nine months ended September 30, 2025 and 2024, respectively.
+Added: The increase in interest expense, net for the three and nine months ended September 30, 2025 as compared to 2024 was primarily due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024.
+Added: For additional information, refer to Footnote 6 , Debt.
+Added: Income Tax Benefit (Provision)
A valuation allowance has been established against our net U.S.
2 unchanged sentences
deferred taxes for tax deductible goodwill and other indefinite-lived liabilities.
−Removed: For the three months ended June 30, 2025 and 2024, we recorded an income tax provision of $2.5 million and an income tax benefit of $0.5 million, respectively, resulting in effective tax rates of 34.9% and 23.9%, respectively.
−Removed: For the six months ended June 30, 2025 and 2024, we recorded an income tax provision of $0.9 million and an income tax benefit of $0.7 million, respectively, resulting in effective tax rates of 7.0% and 20.1%, respectively.
+Added: For the three months ended September 30, 2025 and 2024, we recorded an income tax benefit of $0.3 million and $1.6 million, respectively, resulting in effective tax rates of 219.0% and 2.6%, respectively.
+Added: For the nine months ended September 30, 2025 and 2024, we recorded an income tax provision of $0.6 million and an income tax benefit of $2.3 million, respectively, resulting in effective tax rates of 4.6% and 3.5%, respectively.
These effective tax rates differ from the U.S.
federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and deferred tax expense resulting from amortization of tax deductible goodwill.
+Added: The difference in income tax benefit or provision during the three and nine months ended September 30, 2025 as compared to 2024 is primarily due to different levels of income or loss in the respective periods, the discrete income tax benefit of $0.3 million related to the true-up of a deferred tax liability recorded in the three and nine months ended September 30, 2025, and the discrete tax benefit of $1.8 million related to the impairment of goodwill recorded in the three and nine months ended September 30, 2024.
Liquidity and Capital Resources
The following table summarizes our cash flows for each of the periods identified:
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
(In thousands) 2025 2024
7 unchanged sentences
and service of our debt and lease facilities.
−Removed: As of June 30, 2025, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $29.5 million, including $3.5 million in restricted cash (primarily related to letters of credit);
+Added: As of September 30, 2025, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $29.9 million, including $3.2 million in restricted cash (primarily related to letters of credit);
cash flows from our operations;
and amounts available to us under our Credit Agreement, as described below.
−Removed: We had outstanding letters of credit of $2.8 million as of June 30, 2025.
+Added: We had outstanding letters of credit of $2.8 million as of September 30, 2025.
On June 24, 2025, each holder of Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by us on that date.
Under the waivers and the Certificate of Designations, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2025 until declared and paid, with payment to occur on or before December 31, 2025.
−Removed: As of June 30, 2025, accrued dividends for the Preferred Stock totaled $17.9 million.
+Added: As of September 30, 2025, accrued dividends for the Preferred Stock totaled $22.9 million.
On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC.
2 unchanged sentences
Initial proceeds from the Term Loan were used to resolve our aged accounts payable, cash collateralize our outstanding letters of credit, pay transaction fees and expenses, and strengthen our cash position.
−Removed: As of June 30, 2025, we had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $15.0 million.
+Added: As of September 30, 2025, we had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $15.0 million.
On July 24, 2024, we issued 13.3 million additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay accrued dividends to such holders for dividend periods ended in 2023 and 2024.
2 unchanged sentences
On and after April 1, 2026, the Credit Agreement imposes certain limitations on cash dividends, including a heightened liquidity requirement.
+Added: Refer to Foo tnote 1 , Organization , for information regarding a proposed recapitalization transaction that, if approved by our stockholders and consummated, would result in the exchange and retirement of all shares of Preferred Stock and the elimination of related dividend rights.
Macroeconomic Factors
−Removed: Over the past two years, macroeconomic challenges such as inflation, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures.
+Added: In recent years, macroeconomic challenges such as inflation, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures.
Recent developments in U.S.
1 unchanged sentence
These declines have had a direct impact on demand for our products, particularly those that are tied to advertising spend.
−Removed: We expect that softness in the advertising market will continue to affect our business in the second half of
+Added: We expect that softness in the advertising market will continue to affect our business through the end of 2025 and into 2026.
Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity.
23 unchanged sentences
Under the waivers and the Certificate of Designations, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2025 until declared and paid, with payment to occur on or before December 31, 2025.
−Removed: As of June 30, 2025, each share of Preferred Stock was convertible into 0.053779 shares of Common Stock, with such conversion rate scheduled to return to 0.05 upon payment of accrued dividends.
+Added: As of September 30, 2025, each share of Preferred Stock was convertible into 0.054829 shares of Common Stock, with such conversion rate scheduled to return to 0.05 upon payment of accrued dividends.
Any payment of dividends (annual or special) in the form of cash could significantly impact our financial position and liquidity.
+Added: Refer to Footnote 1, Organization, for information regarding a proposed recapitalization transaction that, if approved by our stockholders and consummated, would result in the exchange and retirement of all shares of Preferred Stock and the elimination of related dividend rights.
Secured Credit Agreement
2 unchanged sentences
The Credit Agreement provides a borrowing capacity of $60.0 million consisting of the $45.0 million Term Loan and the $15.0 million Revolving Facility.
−Removed: As of June 30, 2025, the interest rate for the Term Loan was 11.56% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement.
+Added: As of September 30, 2025, the interest rate for the Term Loan was 11.26% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement.
In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused Revolving Facility.
5 unchanged sentences
With respect to dividends, the Credit Agreement prohibits the payment of cash dividends to holders of the Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends, including a heightened Liquidity requirement, on and after that date.
−Removed: As of June 30, 2025, we were in compliance with our covenants under the Credit Agreement.
−Removed: As of June 30, 2025, we had $44.8 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.
+Added: As of September 30, 2025, we were in compliance with our covenants under the Credit Agreement.
+Added: As of September 30, 2025, we had $44.7 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.
For additional information on the Credit Agreement, refer to Footnote 6 , Debt .
3 unchanged sentences
Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as:
−Removed: depreciation, stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets and deferred tax provision (benefit).
−Removed: Net cash provided by operating activities for the six months ended June 30, 2025 was $10.0 million compared to $15.6 million for the six months ended June 30, 2024.
−Removed: The decrease in cash provided by operating activities was attributable to a higher net loss offset by higher cash generated from operating assets and liabilities, primarily due to the timing of vendor payments and higher cash receipts from customers during the six months ended June 30, 2025 in comparison to the six months ended June 30, 2024.
−Removed: Additionally, non-cash adjustments increased for the six months ended June 30, 2025 in comparison to the six months ended June 30, 2024 due to higher adjustments for depreciation and deferred tax provision.
+Added: depreciation, unrealized foreign currency loss (gain), stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use and long-lived assets and goodwill, and deferred tax provision (benefit).
+Added: Net cash provided by operating activities for the nine months ended September 30, 2025 was $19.5 million compared to $28.1 million for the nine months ended September 30, 2024.
+Added: The decrease in cash provided by operating activities was primarily attributable to a net decrease in cash generated from working capital due to improved timing of the settlement of accounts payable and an increase in interest payments due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024.
Investing Activities
1 unchanged sentence
The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base and introduce new digital formats, as well as constraints on cash expenditures due to our financial position and the current economic environment.
−Removed: Net cash used in investing activities for the six months ended June 30, 2025 was $11.4 million compared to $12.1 million for the six months ended June 30, 2024.
+Added: Net cash used in investing activities for the nine months ended September 30, 2025 was $17.4 million compared to $18.8 million for the nine months ended September 30, 2024.
The decrease in cash used in investing activities was primarily due to a decrease in cash paid for capitalized internally developed software.
Financing Activities
−Removed: Net cash used in financing activities during the six months ended June 30, 2025 was $4.6 million compared to $11.0 million during the six months ended June 30, 2024.
+Added: Net cash used in financing activities during the nine months ended September 30, 2025 was $6.5 million compared to $12.1 million during the nine months ended September 30, 2024.
The decrease in cash used in financing activities was primarily due to the repayment of $6.0 million of the principal amount outstanding under the Prior Credit Agreement in 2024, in addition to lower contingent consideration for the Shareablee acquisition paid in 2025 compared to 2024.
−Removed: The decrease was partially offset by financing and debt issuance payments related to our new Credit Agreement during six months ended June 30, 2025.
+Added: The decrease was partially offset by principal payments on insurance financing during the nine months ended September 30, 2025.
Contractual Payment Obligations
2 unchanged sentences
These agreements have remaining terms of less than one year to six years.
−Removed: As of June 30, 2025, the total fixed payment obligations related to set-top box and connected TV data agreements are $112.1 million and $25.7 million, respectively.
+Added: As of September 30, 2025, the total fixed payment obligations related to set-top box and connected TV data agreements are $104.5 million and $25.2 million, respectively.
In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $90.8 million over the next six years.
1 unchanged sentence
Our leases have remaining terms from less than one year to five years.
−Removed: As of June 30, 2025, the total fixed payment obligation related to these agreements is $30.5 million.
+Added: As of September 30, 2025, the total fixed payment obligation related to these agreements is $25.9 million.
We have an agreement for cloud-based data storage and bandwidth to help process and store our data.
The remaining term for this agreement is less than one year.
−Removed: As of June 30, 2025, the total fixed payment obligation related to this agreement is $6.3 million.
+Added: As of September 30, 2025, the total fixed payment obligation related to this agreement is $2.5 million.
Future Capital Requirements
11 unchanged sentences
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.