UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33520

COMSCORE, INC.

(Exact name of registrant as specified in its charter)


Delaware						54-1955550
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

11950 Democracy Drive, Suite 600

Reston, Virginia 20190

(Address of Principal Executive Offices)

(703) 438-2000

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

SCOR

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐☑

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of ~~November~~May 4, ~~2022,~~2023, there were ~~92,009,609~~93,494,451 shares of the registrant's Common Stock outstanding.

Table of Contents

COMSCORE, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER 30, 2022~~MARCH 31, 2023

TABLE OF CONTENTS

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We may make certain statements, including in this Quarterly Report on Form 10-Q, or 10-Q, including the information contained in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations", and the information incorporated by reference in this 10-Q, that constitute forward-looking statements within the meaning of federal and state securities laws. Forward-looking statements are all statements other than statements of historical fact. We attempt to identify these forward-looking statements by words such as "may," "will," "should," "could," "might," "expect," "plan," "anticipate," "believe," "estimate," "target," "goal," "predict," "intend," "potential," "continue," "seek" and other comparable words. Similarly, statements that describe our business strategy, goals, prospects, opportunities, outlook, objectives, plans or intentions are also forward-looking statements. These statements may relate to, but are not limited to, expectations of future operating results or financial performance; expectations regarding the impact on our business of the coronavirus ("COVID-19") pandemic and global measures to mitigate the spread of the virus; expectations regarding our restructuring activities and cost-reduction initiatives; macroeconomic trends that we expect may influence our business, including any recession or changes in consumer behavior resulting from the COVID-19 pandemic; plans for financing and capital expenditures; expectations regarding liquidity, customer payments and compliance with debt and financing covenants, dividend requirements and other payment obligations; expectations regarding enhanced commercial relationships and the development and introduction of new products; potential limitations on our net operating loss carryforwards and other tax assets; regulatory compliance and expected changes in the regulatory or privacy landscape affecting our business; expected impact of contractual disputes, litigation and regulatory proceedings; and plans for growth and future operations, as well as assumptions relating to the foregoing.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These statements are based on expectations and assumptions as of the date of this 10-Q regarding future events and business performance and involve known and unknown risks, uncertainties and other factors that may cause actual events or results to be materially different from any future events or results expressed or implied by these statements. These factors include those set forth in the following discussion and within Item 1A, "Risk Factors" of this 10-Q and elsewhere within this report; those identified within Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, ~~2021;~~2022; and those identified in other documents that we file from time to time with the U.S. Securities and Exchange Commission, or SEC.

We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should not place undue reliance on forward-looking statements, which apply only as of the date of this 10-Q. You should carefully review the risk factors described in this 10-Q and in other documents that we file from time to time with the SEC. Except as required by applicable law, including the rules and regulations of the SEC, we undertake no obligation, and expressly disclaim any duty, to publicly update or revise forward-looking statements, whether as a result of any new information, future events or otherwise. Although we believe the expectations reflected in the forward-looking statements are reasonable as of the date of this 10-Q, our statements are not guarantees of future results, levels of activity, performance, or achievements, and actual outcomes and results may differ materially from those expressed in, or implied by, any of our statements.

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~~PART I. FINANCIAL INFORMATION~~


ITEM 1.			FINANCIAL STATEMENTS

COMSCORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


		As of		As of			As of		As of
		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
(In thousands, except share and par value data)	(In thousands, except share and par value data)	(Unaudited)				(In thousands, except share and par value data)	(Unaudited)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	25,086	$	21,854	Cash and cash equivalents	$	20,274	$	20,044
Restricted cash	Restricted cash	425		425		Restricted cash	398		398
Accounts receivable, net of allowances of $677 and $1,173, respectively ($1,335 and $3,606 of accounts receivable attributable to related parties, respectively)		48,223		72,059
Accounts receivable, net of allowances of $646 and $798, respectively ($743 and $1,034 of accounts receivable attributable to related parties, respectively)						Accounts receivable, net of allowances of $646 and $798, respectively ($743 and $1,034 of accounts receivable attributable to related parties, respectively)	62,988		68,457
Prepaid expenses and other current assets	Prepaid expenses and other current assets	15,207		14,769		Prepaid expenses and other current assets	15,839		15,922
Total current assets	Total current assets	88,941		109,107		Total current assets	99,499		104,821
Property and equipment, net	Property and equipment, net	36,661		36,451		Property and equipment, net	37,160		36,367
Operating right-of-use assets	Operating right-of-use assets	25,422		29,186		Operating right-of-use assets	23,804		23,864
Deferred tax assets	Deferred tax assets	2,636		2,811		Deferred tax assets	3,575		3,351
Intangible assets, net	Intangible assets, net	19,622		39,945		Intangible assets, net	10,516		13,327
Goodwill	Goodwill	386,245		435,711		Goodwill	388,263		387,973
Other non-current assets	Other non-current assets	11,546		10,263		Other non-current assets	10,826		10,883
Total assets	Total assets	$	571,073	$	663,474	Total assets	$	573,643	$	580,586
Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity	Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity					Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable ($12,809 and $6,575 attributable to related parties, respectively)		$	28,763	$	23,575
Accrued expenses ($4,420 and $4,122 attributable to related parties, respectively)		41,642		45,264
Contract liabilities ($1,729 and $3,553 attributable to related parties, respectively)		52,564		54,011
Accounts payable ($12,449 and $12,090 attributable to related parties, respectively)						Accounts payable ($12,449 and $12,090 attributable to related parties, respectively)	$	33,694	$	29,090
Accrued expenses ($4,892 and $4,297 attributable to related parties, respectively)						Accrued expenses ($4,892 and $4,297 attributable to related parties, respectively)	36,289		43,393
Contract liabilities ($1,235 and $1,341 attributable to related parties, respectively)						Contract liabilities ($1,235 and $1,341 attributable to related parties, respectively)	56,868		52,944
Customer advances	Customer advances	10,633		11,613		Customer advances	11,688		11,527
Current portion of contingent consideration						Current portion of contingent consideration	3,623		7,134
Current operating lease liabilities	Current operating lease liabilities	7,667		7,538		Current operating lease liabilities	7,861		7,639
Warrants liability	Warrants liability	2,049		10,520		Warrants liability	2,533		718
Other current liabilities ($3,953 and $7,863 attributable to related parties, respectively)		12,321		12,850
Other current liabilities ($11,688 and $7,863 attributable to related parties, respectively)						Other current liabilities ($11,688 and $7,863 attributable to related parties, respectively)	14,958		12,646
Total current liabilities	Total current liabilities	155,639		165,371		Total current liabilities	167,514		165,091
Non-current operating lease liabilities	Non-current operating lease liabilities	31,184		36,055		Non-current operating lease liabilities	28,787		29,588
Non-current portion of accrued data costs ($14,066 and $7,843 attributable to related parties, respectively)		23,230		16,005
Non-current portion of accrued data costs ($17,057 and $15,471 attributable to related parties, respectively)						Non-current portion of accrued data costs ($17,057 and $15,471 attributable to related parties, respectively)	26,882		25,106
Revolving line of credit	Revolving line of credit	16,000		16,000		Revolving line of credit	16,000		16,000
Deferred tax liabilities	Deferred tax liabilities	2,145		2,103		Deferred tax liabilities	2,719		2,127
Other non-current liabilities ($384 and $1,582 attributable to related parties, respectively)		13,035		16,879
Other non-current liabilities						Other non-current liabilities	7,078		10,627
Total liabilities	Total liabilities	241,233		252,413		Total liabilities	248,980		248,539
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Convertible redeemable preferred stock, $0.001 par value; 82,527,609 shares authorized, issued and outstanding as of September 30, 2022 and December 31, 2021; aggregate liquidation preference of $207,953 as of September 30, 2022, and $211,863 as of December 31, 2021 (related parties)		187,885		187,885
Convertible redeemable preferred stock, $0.001 par value; 82,527,609 shares authorized, issued and outstanding as of March 31, 2023 and December 31, 2022; aggregate liquidation preference of $215,688 as of March 31, 2023, and $211,863 as of December 31, 2022 (related parties)						Convertible redeemable preferred stock, $0.001 par value; 82,527,609 shares authorized, issued and outstanding as of March 31, 2023 and December 31, 2022; aggregate liquidation preference of $215,688 as of March 31, 2023, and $211,863 as of December 31, 2022 (related parties)	187,885		187,885
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.001 par value; 7,472,391 shares authorized as of September 30, 2022 and December 31, 2021; no shares issued or outstanding as of September 30, 2022 or December 31, 2021		—		—
Common stock, $0.001 par value; 275,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 98,774,405 shares issued and 92,009,609 shares outstanding as of September 30, 2022, and 97,172,086 shares issued and 90,407,290 shares outstanding as of December 31, 2021		92		90
Preferred stock, $0.001 par value; 7,472,391 shares authorized as of March 31, 2023 and December 31, 2022; no shares issued or outstanding as of March 31, 2023 or December 31, 2022						Preferred stock, $0.001 par value; 7,472,391 shares authorized as of March 31, 2023 and December 31, 2022; no shares issued or outstanding as of March 31, 2023 or December 31, 2022	—		—
Common stock, $0.001 par value; 275,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 99,124,324 shares issued and 92,359,528 shares outstanding as of March 31, 2023, and 98,869,738 shares issued and 92,104,942 shares outstanding as of December 31, 2022						Common stock, $0.001 par value; 275,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 99,124,324 shares issued and 92,359,528 shares outstanding as of March 31, 2023, and 98,869,738 shares issued and 92,104,942 shares outstanding as of December 31, 2022	92		92
Additional paid-in capital	Additional paid-in capital	1,690,609		1,683,883		Additional paid-in capital	1,694,378		1,690,783
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(21,736)		(12,098)		Accumulated other comprehensive loss	(14,423)		(15,940)
Accumulated deficit	Accumulated deficit	(1,297,026)		(1,218,715)		Accumulated deficit	(1,313,285)		(1,300,789)
Treasury stock, at cost, 6,764,796 shares as of September 30, 2022 and December 31, 2021		(229,984)		(229,984)
Treasury stock, at cost, 6,764,796 shares as of March 31, 2023 and December 31, 2022						Treasury stock, at cost, 6,764,796 shares as of March 31, 2023 and December 31, 2022	(229,984)		(229,984)
Total stockholders' equity	Total stockholders' equity	141,955		223,176		Total stockholders' equity	136,778		144,162
Total liabilities, convertible redeemable preferred stock and stockholders' equity	Total liabilities, convertible redeemable preferred stock and stockholders' equity	$	571,073	$	663,474	Total liabilities, convertible redeemable preferred stock and stockholders' equity	$	573,643	$	580,586

See accompanying Notes to Condensed Consolidated Financial Statements.

Table of Contents

COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~(LOSS) INCOME~~LOSS

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(In thousands, except share and per share data)	(In thousands, except share and per share data)	2022		2021		2022		2021			(In thousands, except share and per share data)	2023		2022
Revenues (2)	Revenues (2)	$	92,783	$	92,487	$	278,183	$	270,476		Revenues (2)	$	91,558	$	93,966

Cost of revenues (1) (2) (3)	Cost of revenues (1) (2) (3)	51,530		49,179		155,915		153,267			Cost of revenues (1) (2) (3)	51,929		52,918
Selling and marketing (1) (3)	Selling and marketing (1) (3)	17,199		15,212		51,850		49,569			Selling and marketing (1) (3)	17,154		17,166
Research and development (1) (3)	Research and development (1) (3)	8,741		9,051		28,190		29,536			Research and development (1) (3)	8,919		9,532
General and administrative (1) (3)	General and administrative (1) (3)	12,899		16,895		48,119		45,609			General and administrative (1) (3)	13,574		18,117
Amortization of intangible assets	Amortization of intangible assets	6,772		6,172		20,323		18,866			Amortization of intangible assets	2,811		6,779
Restructuring	Restructuring	5,784		—		5,784		—			Restructuring	998		—

Impairment of goodwill		46,300		—		46,300		—

Total expenses from operations	Total expenses from operations	149,225		96,509		356,481		296,847			Total expenses from operations	95,385		104,512
Loss from operations	Loss from operations	(56,442)		(4,022)		(78,298)		(26,371)			Loss from operations	(3,827)		(10,546)
Other income (expense), net		1,477		5,713		8,467		(9,069)
Gain from foreign currency transactions		2,781		1,180		5,728		1,884
Interest expense, net (2)		(284)		(169)		(660)		(7,569)
Loss on extinguishment of debt (2)		—		—		—		(9,629)
(Loss) income before income taxes		(52,468)		2,702		(64,763)		(50,754)
Income tax benefit (provision)		86		(722)		(1,945)		(2,166)
Net (loss) income		$	(52,382)	$	1,980	$	(66,708)	$	(52,920)
Other (expense) income, net											Other (expense) income, net	(1,812)		2,433
(Loss) gain from foreign currency transactions											(Loss) gain from foreign currency transactions	(1,466)		420
Interest expense, net											Interest expense, net	(352)		(200)
Loss before income taxes											Loss before income taxes	(7,457)		(7,893)
Income tax provision											Income tax provision	(1,214)		(1,383)
Net loss											Net loss	$	(8,671)	$	(9,276)
Net loss available to common stockholders:	Net loss available to common stockholders:										Net loss available to common stockholders:
Net (loss) income		$	(52,382)	$	1,980	$	(66,708)	$	(52,920)
Net loss											Net loss	$	(8,671)	$	(9,276)
Convertible redeemable preferred stock dividends (2)	Convertible redeemable preferred stock dividends (2)	(3,910)		(3,910)		(11,603)		(8,713)			Convertible redeemable preferred stock dividends (2)	(3,825)		(3,825)
Total net loss available to common stockholders:	Total net loss available to common stockholders:	$	(56,292)	$	(1,930)	$	(78,311)	$	(61,633)		Total net loss available to common stockholders:	$	(12,496)	$	(13,101)
Net loss per common share:	Net loss per common share:										Net loss per common share:
Basic and diluted	Basic and diluted	$	(0.60)	$	(0.02)	$	(0.85)	$	(0.77)		Basic and diluted	$	(0.13)	$	(0.14)

Weighted-average number of shares used in per share calculation - Common Stock:	Weighted-average number of shares used in per share calculation - Common Stock:										Weighted-average number of shares used in per share calculation - Common Stock:
Basic and diluted	Basic and diluted	93,347,017		82,185,009		92,380,984		79,951,857			Basic and diluted	93,850,266		91,686,733

Comprehensive (loss) income:
Net (loss) income		$	(52,382)	$	1,980	$	(66,708)	$	(52,920)
Other comprehensive loss:
Comprehensive loss:											Comprehensive loss:
Net loss											Net loss	$	(8,671)	$	(9,276)
Other comprehensive income (loss):											Other comprehensive income (loss):
Foreign currency cumulative translation adjustment	Foreign currency cumulative translation adjustment	(4,553)		(1,917)		(9,638)		(3,337)			Foreign currency cumulative translation adjustment	1,517		(541)
Total comprehensive (loss) income		$	(56,935)	$	63	$	(76,346)	$	(56,257)
Total comprehensive loss											Total comprehensive loss	$	(7,154)	$	(9,817)

(1) Excludes amortization of intangible assets, which is presented as a separate line item.	(1) Excludes amortization of intangible assets, which is presented as a separate line item.							(1) Excludes amortization of intangible assets, which is presented as a separate line item.
(2) Transactions with related parties are included in the line items above as follows (refer to Footnote 9, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information):
(2) Transactions with related parties are included in the line items above as follows (refer to Footnote 8, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information):											(2) Transactions with related parties are included in the line items above as follows (refer to Footnote 8, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information):


		Three Months Ended September 30,				Nine Months Ended September 30,			Three Months Ended March 31,
		2022		2021			2022			2021			2023		2022
Revenues	Revenues	$	3,527	$	4,170		$	12,125		$	12,045	Revenues	$	3,009	$	4,412
Cost of revenues	Cost of revenues	7,938		8,109			23,379			26,143		Cost of revenues	7,707		7,668
Interest expense, net		—		—			—			4,692
Loss on extinguishment of debt		—		—			—			(9,608)
Convertible redeemable preferred stock dividends	Convertible redeemable preferred stock dividends	(3,910)		(3,910)			(11,603)			(8,713)		Convertible redeemable preferred stock dividends	(3,825)		(3,825)


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

	Three Months Ended March 31,
	2023		2022
Cost of revenues	$	78	$	301
Selling and marketing	105		263
Research and development	55		200
General and administrative	879		1,772
Total stock-based compensation expense	$	1,117	$	2,536

See accompanying Notes to Condensed Consolidated Financial Statements.

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(3) Stock-based compensation expense is included in the line items above as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Cost of revenues $ 155 $ 231 $ 877 $ 1,554
Selling and marketing 132 208 804 1,679
Research and development 116 170 627 1,162
General and administrative 1,013 2,425 4,906 6,761
Total stock-based compensation expense $ 1,416 $ 3,034 $ 7,214 $ 11,156
COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

(Unaudited)


(In thousands, except share data)	Convertible Redeemable Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury stock, at cost		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	82,527,609	$	187,885	92,104,942	$	92	$	1,690,783	$	(15,940)	$	(1,300,789)	$	(229,984)	$	144,162
Net loss	—	—		—	—		—		—		(8,671)		—		(8,671)
Convertible redeemable preferred stock dividends (1)	—	—		—	—		—		—		(3,825)		—		(3,825)
Restricted stock units distributed	—	—		286,038	—		—		—		—		—		—
Exercise of Common Stock options	—	—		3,000	—		3		—		—		—		3
Payments for taxes related to net share settlement of equity awards	—	—		(34,452)	—		(48)		—		—		—		(48)
Amortization of stock-based compensation	—	—		—	—		879		—		—		—		879
Settlement of restricted stock unit liability	—	—		—	—		2,761		—		—		—		2,761
Foreign currency translation adjustment	—	—		—	—		—		1,517		—		—		1,517

Balance as of March 31, 2023	82,527,609	$	187,885	92,359,528	$	92	$	1,694,378	$	(14,423)	$	(1,313,285)	$	(229,984)	$	136,778


(In thousands, except share data)	Convertible Redeemable Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury stock, at cost		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2021	82,527,609	$	187,885	90,407,290	$	90	$	1,683,883	$	(12,098)	$	(1,218,715)	$	(229,984)	$	223,176
Net loss	—	—		—	—		—		—		(9,276)		—		(9,276)
Convertible redeemable preferred stock dividends (1)	—	—		—	—		—		—		(3,825)		—		(3,825)
Restricted stock units distributed	—	—		212,246	—		—		—		—		—		—
Exercise of Common Stock options	—	—		86,941	1		102		—		—		—		103
Payments for taxes related to net share settlement of equity awards	—	—		(474)	—		(1)		—		—		—		(1)
Amortization of stock-based compensation	—	—		—	—		1,908		—		—		—		1,908
Settlement of restricted stock unit liability	—	—		—	—		1,719		—		—		—		1,719
Other	—	—		(661)	—		(3)		—		—		—		(3)
Foreign currency translation adjustment	—	—		—	—		—		(541)		—		—		(541)
Balance as of March 31, 2022	82,527,609	$	187,885	90,705,342	$	91	$	1,687,608	$	(12,639)	$	(1,231,816)	$	(229,984)	$	213,260

(1) Transactions for these line items were exclusively with related parties (refer to Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity and Footnote 8, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information).

See accompanying Notes to Condensed Consolidated Financial Statements.

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COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY~~CASH FLOWS

(Unaudited)

(In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Loss Accumulated
Deficit Treasury stock, at cost Total
Stockholders'
Equity
Shares Amount Shares Amount
Balance as of December 31, 2021 82,527,609 $ 187,885 90,407,290 $ 90 $ 1,683,883 $ (12,098) $ (1,218,715) $ (229,984) $ 223,176
Net loss — — — — — — (9,276) — (9,276)
Convertible redeemable preferred stock dividends (1)
— — — — — — (3,825) — (3,825)
Restricted stock units distributed — — 212,246 — — — — — —
Exercise of Common Stock options — — 86,941 1 102 — — — 103
Payments for taxes related to net share settlement of equity awards — — (474) — (1) — — — (1)
Amortization of stock-based compensation — — — — 1,908 — — — 1,908
Settlement of restricted stock unit liability — — — — 1,719 — — — 1,719
Foreign currency translation adjustment — — — — — (541) — — (541)
Other — — (661) — (3) — — — (3)
Balance as of March 31, 2022 82,527,609 $ 187,885 90,705,342 $ 91 $ 1,687,608 $ (12,639) $ (1,231,816) $ (229,984) $ 213,260
Net loss — — — — — — (5,050) — (5,050)
Convertible redeemable preferred stock dividends (1)
— — — — — — (3,868) — (3,868)
Restricted stock units distributed — — 958,594 1 — — — — 1
Exercise of Common Stock options — — 745 — — — — — —
Payments for taxes related to net share settlement of equity awards — — (12,646) — (23) — — — (23)
Amortization of stock-based compensation — — — — 2,011 — — — 2,011
Foreign currency translation adjustment — — — — — (4,544) — — (4,544)
Other — — 121,357 — — — — — —
Balance as of June 30, 2022 82,527,609 $ 187,885 91,773,392 $ 92 $ 1,689,596 $ (17,183) $ (1,240,734) $ (229,984) $ 201,787
Net loss — — — — — — (52,382) — (52,382)
Convertible redeemable preferred stock dividends (1)
— — — — — — (3,910) — (3,910)
Restricted stock units distributed — — 226,948 — — — — — —
Amortization of stock-based compensation — — — — 1,013 — — — 1,013
Foreign currency translation adjustment — — — — — (4,553) — — (4,553)
Exercise of Common Stock options — — 9,269 — — — — — —
Balance as of September 30, 2022 82,527,609 $ 187,885 92,009,609 $ 92 $ 1,690,609 $ (21,736) $ (1,297,026) $ (229,984) $ 141,955


	Three Months Ended March 31,
(In thousands)	2023		2022
Operating activities:
Net loss	$	(8,671)	$	(9,276)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	4,724		4,191
Amortization of intangible assets	2,811		6,779
Change in fair value of warrants liability	1,815		(2,435)
Non-cash operating lease expense	1,395		1,483
Stock-based compensation expense	1,117		2,536
Deferred tax provision	566		513
Amortization expense of finance leases	429		704
Change in fair value of contingent consideration liability	96		2,348

Other	254		469
Changes in operating assets and liabilities:
Accounts receivable	5,868		7,301
Prepaid expenses and other assets	38		(1,270)
Accounts payable, accrued expenses and other liabilities	(4,914)		(2,288)
Contract liabilities and customer advances	3,540		3,209
Operating lease liabilities	(1,817)		(1,856)
Net cash provided by operating activities	7,251		12,408

Investing activities:
Capitalized internal-use software costs	(5,345)		(3,452)
Purchases of property and equipment	(487)		(347)
Net cash used in investing activities	(5,832)		(3,799)

Financing activities:

Contingent consideration payment at initial value	(1,037)		—
Principal payments on finance leases	(445)		(796)

Other	(174)		48
Net cash used in financing activities	(1,656)		(748)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	467		(86)
Net increase in cash, cash equivalents and restricted cash	230		7,775
Cash, cash equivalents and restricted cash at beginning of period	20,442		22,279
Cash, cash equivalents and restricted cash at end of period	$	20,672	$	30,054


	As of March 31,
	2023		2022
Cash and cash equivalents	$	20,274	$	29,629
Restricted cash	398		425
Total cash, cash equivalents and restricted cash	$	20,672	$	30,054

~~Table of Contents~~

(In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Loss Accumulated
Deficit Treasury stock, at cost Total
Stockholders'
Equity
Shares Amount Shares Amount
Balance as of December 31, 2020 — $ — 72,938,546 $ 73 $ 1,621,986 $ (7,030) $ (1,156,055) $ (229,984) $ 228,990
Net loss — — — — — — (36,355) — (36,355)
Convertible redeemable preferred stock, net of issuance costs (1)
82,527,609 188,183 — — — — — — —
Convertible redeemable preferred stock dividends (1)
— — — — — — (935) — (935)
Interest paid in Common Stock (1)
— — 4,165,781 4 10,808 — — — 10,812
Conversion shares issued as extinguishment cost on senior secured convertible notes (1)
— — 3,150,000 3 9,605 — — — 9,608
Restricted stock units distributed — — 442,051 1 — — — — 1
Payments for taxes related to net share settlement of equity awards — — (10,231) — (37) — — — (37)
Settlement of restricted stock unit liability — — — — 7,117 — — — 7,117
Amortization of stock-based compensation — — — — 1,358 — — — 1,358
Foreign currency translation adjustment — — — — — (2,151) — — (2,151)
Balance as of March 31, 2021 82,527,609 $ 188,183 80,686,147 $ 81 $ 1,650,837 $ (9,181) $ (1,193,345) $ (229,984) $ 218,408
Net loss — — — — — — (18,545) — (18,545)
Adjustment to issuance costs on convertible redeemable preferred stock — (298) — — — — — — —
Convertible redeemable preferred stock dividends (1)
— — — — — — (3,868) — (3,868)
Restricted stock units distributed — — 1,486,344 1 — — — — 1
Payments for taxes related to net share settlement of equity awards — — (414) — (1) — — — (1)
Amortization of stock-based compensation — — — — 1,895 — — — 1,895
Foreign currency translation adjustment — — — — — 731 — — 731
Balance as of June 30, 2021 82,527,609 $ 187,885 82,172,077 $ 82 $ 1,652,731 $ (8,450) $ (1,215,758) $ (229,984) $ 198,621
Net income — — — — — — 1,980 0 $ — 1,980
Convertible redeemable preferred stock dividends (1)
— — — — — — (3,910) — (3,910)
Restricted stock units distributed — — 28,989 — — — — — —
Amortization of stock-based compensation — — — — 2,563 — — — 2,563
Foreign currency translation adjustment — — — — — (1,917) — — (1,917)
Payments for taxes related to net share settlement of equity awards — — (1,840) — (6) — — — (6)
Balance as of September 30, 2021 82,527,609 $ 187,885 82,199,226 $ 82 $ 1,655,288 $ (10,367) $ (1,217,688) $ (229,984) $ 197,331

~~(1)~~ ~~Transactions for these line items were exclusively with related parties (refer to~~ ~~Footnote 5~~, ~~Convertible Redeemable Preferred Stock and Stockholders' Equity~~, ~~Footnote 6~~, ~~Debt, and~~ ~~Footnote 9~~, ~~Related Party Transactions~~, of the Notes to Condensed Consolidated Financial Statements for additional information). Gross proceeds from related parties for the issuance of convertible redeemable preferred stock were $204.0 million.


	Three Months Ended March 31,
	2023		2022
Supplemental disclosures of non-cash investing and financing activities:
Convertible redeemable preferred stock dividends accrued but not yet paid (related parties)	$	3,825	$	3,825
Settlement of restricted stock unit liability	2,761		1,719
Right-of-use assets obtained in exchange for operating lease liabilities	1,239		—
Change in accounts payable and accrued expenses related to capital expenditures	1,113		722

See accompanying Notes to Condensed Consolidated Financial Statements.

~~Table of Contents~~

~~COMSCORE, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Nine Months Ended September 30,
(In thousands) 2022 2021
Operating activities:
Net loss $ (66,708) $ (52,920)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization of intangible assets 20,323 18,866
Depreciation 12,542 11,873
Stock-based compensation expense 7,214 11,156
Non-cash operating lease expense 4,540 3,952
Change in fair value of contingent consideration liability 2,447 —
Amortization expense of finance leases 1,875 1,485
Deferred tax (benefit) provision (90) 652
Change in fair value of warrants liability (8,471) 10,938
Loss on extinguishment of debt — 9,629
Non-cash interest expense on senior secured convertible notes (1)
— 4,692
Impairment of goodwill 46,300 —
Other 1,456 660
Changes in operating assets and liabilities:
Accounts receivable 22,143 (12,661)
Prepaid expenses and other assets (1,081) 283
Accounts payable, accrued expenses and other liabilities 3,159 6,632
Contract liabilities and customer advances (3,448) (12,563)
Operating lease liabilities (5,665) (3,795)
Net cash provided by (used in) operating activities 36,536 (1,121)
Investing activities:
Capitalized internal-use software costs (12,402) (10,925)
Purchases of property and equipment (823) (744)
Net cash used in investing activities (13,225) (11,669)
Financing activities:
Payments for dividends on convertible redeemable preferred stock (1)
(15,512) (4,760)
Principal payments on finance leases (2,004) (1,475)
Principal payment and extinguishment costs on senior secured convertible notes (1)
— (204,014)
Principal payment and extinguishment costs on secured term note — (14,031)
Proceeds from borrowing on revolving line of credit — 16,000
Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs (1)
— 188,183
Other (61) (429)
Net cash used in financing activities (17,577) (20,526)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (2,502) (691)
Net increase (decrease) in cash, cash equivalents and restricted cash 3,232 (34,007)
Cash, cash equivalents and restricted cash at beginning of period 22,279 50,741
Cash, cash equivalents and restricted cash at end of period $ 25,511 $ 16,734

As of September 30,
2022 2021
Cash and cash equivalents $ 25,086 $ 15,940
Restricted cash 425 794
Total cash, cash equivalents and restricted cash $ 25,511 $ 16,734

~~Table of Contents~~

Nine Months Ended September 30,
2022 2021
Supplemental disclosures of non-cash investing and financing activities:
Settlement of restricted stock unit liability $ 1,719 $ 7,117
Right-of-use assets obtained in exchange for finance lease liabilities 1,106 2,041
Change in accounts payable and accrued expenses related to capital expenditures 810 494
Right-of-use assets obtained in exchange for new operating lease liabilities 847 5,211
Interest paid in Common Stock (1)
— 10,812
Conversion shares issued as extinguishment cost on senior secured convertible notes (1)
— 9,608
Convertible redeemable preferred stock dividends accrued but not yet paid (related parties) 3,953 3,953

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~

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COMSCORE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.Organization

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

Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its Chief Executive Officer, who decides how to allocate resources and assess performance. The Company has one operating segment. A single management team reports to the CODM, who manages the entire business. The Company's CODM reviews consolidated results of operations to make decisions, allocate resources and assess performance and does not evaluate the profit or loss from any separate geography or product line.

~~Management Changes~~

On July 5, 2022, the Company's Board of Directors ("Board") appointed Jonathan Carpenter as the Company's Chief Executive Officer, effective July 6, 2022. In connection with Mr. Carpenter's appointment, William Livek retired as the Company's Chief Executive Officer. Also on July 5, 2022, the Board of Directors appointed Mary Margaret Curry as the Company's Chief Financial Officer and Treasurer, effective July 6, 2022. Ms. Curry continues to serve as the Company's principal accounting officer.

2.Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.

~~Reclassification~~

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, change in fair value of financing derivatives, accretion of debt discount, and amortization of deferred financing costs have been aggregated within other operating activities on the Condensed Consolidated Statements of Cash Flows. In addition, principal payments on software license arrangements, revolving line of credit issuance costs, and payments for taxes related to net share settlement of equity awards have been aggregated within other financing activities on the Condensed Consolidated Statements of Cash Flows.

Unaudited Interim Financial Information

The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. 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, ~~2021~~2022 (the ~~"2021~~"2022 10-K"). The Condensed Consolidated Results of Operations for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, ~~2022~~2023 or thereafter. All references to ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ in the Notes to Condensed Consolidated Financial Statements are unaudited.

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, 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.

~~Table of Contents~~

Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.

~~Business Combination~~

In December 2021, the Company and two newly formed, wholly owned subsidiaries of the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Shareablee, Inc. ("Shareablee"), pursuant to which the Company acquired Shareablee (the "Merger"). Total consideration paid or payable by the Company related to the Merger (valued as of the closing date of the Merger) was $31.4 million, which included $5.6 million for the fair value of contingent consideration payable based on the achievement of certain contractual milestones or future revenue performance. The maximum amount of contingent consideration payable under the Merger is $8.6 million.

The contingent consideration is classified as a liability due to the fact it will be settled in cash or a variable number of shares of the Company's common stock, par value $0.001 ("Common Stock") (or a combination thereof), and the amount of the payment is not dependent upon the fair value of the Common Stock. The contingent consideration liability is measured at fair value on a recurring basis until the contingency is resolved.

The fair value of the contingent consideration liability is estimated using a combination of valuation techniques. One technique is an option pricing model within a Monte Carlo simulation that determines an average projected payment value across numerous iterations. This technique determines projected payments based on simulated revenues derived from an internal forecast, adjusted for a selected revenue volatility and risk premium based on market data for comparable guideline public companies. The other technique is a discounted cash flow model that assumes achievement of the contractual milestones, resulting in payment of the full deferred amount. In both techniques, the projected payments are then discounted back to the valuation date at the Company's cost of debt using a term commensurate with the contractual payment dates.

In March 2022, the Company determined sufficient achievement of the milestones had been demonstrated and the full amount of the contingent consideration was reasonably certain to be payable. In April 2022, the contingency was resolved and the full amount was deemed payable, subject to reduction for any pending indemnification claims and other terms set forth in the Merger Agreement. The resolution of this contingency eliminated the option pricing model as a valuation technique, and as a result the fair value was remeasured using only the discounted cash flow model. The Company expects to settle the liability in three installments of $3.7 million, $3.7 million and $1.2 million payable in any combination of cash and Common Stock (at the Company's election) in December 2022, 2023 and 2024, respectively.

The estimated fair value of the contingent consideration liability as of September 30, 2022 was $8.0 million. The loss due to change in fair value of $2.4 million for the nine months ended September 30, 2022 was classified within general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The loss due to change in fair value for the three months ended September 30, 2022 was negligible.

~~Refer to~~ ~~Footnote 7~~, ~~Fair Value Measurements, for additional information on the fair value of the contingent consideration.~~

~~Goodwill~~

~~Goodwill is evaluated for impairment at least annually, as of October 1, by comparing the fair value of a reporting unit to its carrying value including goodwill recorded by the reporting unit.~~

The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company initially assesses qualitative factors to determine if it is necessary to perform the goodwill impairment review. Goodwill is reviewed for impairment if, based on an assessment of the qualitative factors, it is determined that it is more likely than not that the fair value of its reporting unit is less than its carrying value, or the Company decides to bypass the qualitative assessment. The carrying value of the reporting unit is reviewed utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss.

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 macro-economic conditions.

As of September 30, 2022, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the decline in the Company's stock price and market capitalization among other factors. The Company performed a quantitative goodwill impairment test in conjunction with the annual test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $46.3 million non-cash impairment charge.

~~The Company completed its annual analysis for the year ended December 31, 2021 and determined that there was no impairment of goodwill at that time.~~

~~For further information refer to~~ ~~Footnote 4~~, ~~Goodwill~~.

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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. ("Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $0.001 ("Preferred Stock") described in Footnote 54, Convertible Redeemable Preferred Stock and Stockholders' Equity. 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.

The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value

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net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of ~~September 30, 2022~~March 31, 2023 because a deemed liquidation event is not considered probable.

The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of ~~September 30, 2022,~~March 31, 2023, 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.

Warrants Liability

In June 2019, the Company issued warrants to CVI Investments, Inc. ("CVI") in connection with the private placement described in Footnote 54, Convertible Redeemable Preferred Stock and Stockholders' Equity. The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of net cash settlement features associated with a cap on the issuance of shares, under certain circumstances, or upon a change of control. Changes in the fair value of these instruments are recorded in other (expense) income, ~~(expense),~~ net in the Condensed Consolidated Statements of Operations and Comprehensive ~~(Loss) Income.~~Loss.

The fair value of each warrant is estimated utilizing an option pricing model. Significant valuation inputs include the exercise price, price and expected volatility of the Company's Common Stock, risk-free rate, and the remaining term of the warrants. As of ~~September 30, 2022,~~March 31, 2023, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique.

~~Loss on Extinguishment of Debt~~

In March 2021, the Company recorded a $9.6 million loss on debt extinguishment related to the payoff of its senior secured convertible notes (the "Notes") and a foreign secured promissory note (the "Secured Term Note"). Loss on extinguishment of debt represents the difference between the carrying value of the Company's debt instruments and any consideration paid to its creditors in the form of cash or shares of the Company's Common Stock on the extinguishment date. These transactions are described in ~~Footnote 6~~, ~~Debt~~.

Other (Expense) Income, ~~(Expense),~~ Net

Other (expense) income, ~~(expense),~~ net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations. The following is a summary of the ~~significant~~ components of other (expense) income, ~~(expense),~~ net:


		Three Months Ended September 30,			Nine Months Ended September 30,						Three Months Ended March 31,
(In thousands)	(In thousands)		2022		2021		2022		2021			(In thousands)	2023		2022
Change in fair value of warrants liability	Change in fair value of warrants liability		$	1,476	$	5,582	$	8,471	$	(10,938)		Change in fair value of warrants liability	$	(1,815)	$	2,435
Change in fair value of financing derivatives			—		—		—		1,800

Other	Other		1		131		(4)		69			Other	3		(2)
Total other income (expense), net			$	1,477	$	5,713	$	8,467	$	(9,069)
Total other (expense) income, net												Total other (expense) income, net	$	(1,812)	$	2,433

Loss Per Share

The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed.

Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred ~~restricted~~ stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, ~~Notes,~~ warrants, stock options and restricted stock units, and contingent consideration liability to the extent the effect

~~Table of Contents~~

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

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


		Three Months Ended September 30,		Nine Months Ended September 30,		Three Months Ended March 31,
		2022	2021	2022	2021			2023	2022
Preferred stock (1)	Preferred stock (1)	82,544,802	82,527,609	85,708,361	61,895,707		Preferred stock (1)	85,708,361	85,708,361
Warrants	Warrants	5,457,026	5,457,026	5,457,026	5,457,026		Warrants	5,457,026	5,457,026
Stock options and restricted stock units	Stock options and restricted stock units	5,244,552	4,865,544	4,899,973	5,065,139		Stock options and restricted stock units	5,661,332	4,672,593
Contingent consideration (2)	Contingent consideration (2)	5,212,121	—	5,212,121	—		Contingent consideration (2)	3,980,488	2,955,326
Senior secured convertible notes		—	—	—	1,629,914
Total	Total	98,458,501	92,850,179	101,277,481	74,047,786		Total	100,807,207	98,793,306

(1) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Preferred Stock if they elected to convert their shares at the beginning of the ~~period (or at the time of issuance, if later).~~period.

(2) A contingent consideration liability was recognized as part of the Company's acquisition of Shareablee, ~~acquisition described~~Inc. ("Shareablee") in ~~Footnote 2~~, ~~Summary of Significant Accounting Policies~~.December 2021. The liability payments may be settled in any combination of cash or shares of Common Stock (at the Company's election) based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the date of each payment. Settlement of this liability in Common Stock could potentially dilute basic earnings per share in future periods. The Company paid $3.6 million of the total $3.7 million first installment in cash in the first quarter of 2023. The remaining amount of the first installment is expected to be paid in cash in the second quarter of 2023. The Company calculated a potential anti-dilutive share count based on the remaining expected payments totaling $4.9 million and the $1.23 per share closing price

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of the Company's Common Stock on the Nasdaq Global Select Market on March 31, 2023. The Company calculated a potential anti-dilutive share count based on the expected payments totaling $8.6 million and the ~~$1.65~~$2.91 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on ~~September 30,~~March 31, 2022.

Income Taxes

A significant portion of the Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company anticipates the Transactions may have triggered further limitations but has not yet reached a final conclusion as to whether an ownership change occurred and to what extent its net operating loss carryforwards are further limited. If an ownership change occurred as a result of the Transactions, the annual limitation under Section 382 may cause a significant portion of the Company's net operating loss carryforwards to expire prior to use. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax assets related to these limited U.S. federal and state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures.

3.Revenue Recognition

The following table presents the Company's revenue disaggregated by solution group, geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer. The Company has one reportable segment in accordance with ASC 280, Segment Reporting; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment.

Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2022 2021 2022 2021
By solution group:
Digital Ad Solutions $ 52,360 $ 57,039 $ 157,127 $ 162,581
Cross Platform Solutions 40,423 35,448 121,056 107,895
Total $ 92,783 $ 92,487 $ 278,183 $ 270,476
By geographical market:
United States $ 83,780 $ 81,187 $ 249,493 $ 236,593
Europe 4,497 6,312 14,179 20,025
Canada 1,675 1,914 5,668 5,475
Latin America 1,839 1,947 5,765 5,227
Other 992 1,127 3,078 3,156
Total $ 92,783 $ 92,487 $ 278,183 $ 270,476
By timing of revenue recognition:
Products and services transferred over time $ 77,264 $ 72,660 $ 231,946 $ 210,432
Products and services transferred at a point in time 15,519 19,827 46,237 60,044
Total $ 92,783 $ 92,487 $ 278,183 $ 270,476

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	Three Months Ended March 31,
(In thousands)	2023		2022
By solution group:
Digital Ad Solutions	$	50,447	$	53,137
Cross Platform Solutions	41,111		40,829
Total	$	91,558	$	93,966
By geographical market:
United States	$	82,641	$	84,082
Europe	4,683		5,207
Latin America	1,720		1,790
Canada	1,421		1,819
Other	1,093		1,068
Total	$	91,558	$	93,966
By timing of revenue recognition:
Products and services transferred over time	$	77,656	$	77,944
Products and services transferred at a point in time	13,902		16,022
Total	$	91,558	$	93,966

Contract Balances

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


		As of		As of			As of		As of
(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	March 31, 2023		December 31, 2022
Accounts receivable, net	Accounts receivable, net	$	48,223	$	72,059	Accounts receivable, net	$	62,988	$	68,457
Current and non-current contract assets	Current and non-current contract assets	6,991		4,875		Current and non-current contract assets	6,540		6,736

Current contract liabilities	Current contract liabilities	52,564		54,011		Current contract liabilities	56,868		52,944
Current customer advances	Current customer advances	10,633		11,613		Current customer advances	11,688		11,527
Non-current contract liabilities	Non-current contract liabilities	516		1,262		Non-current contract liabilities	355		887

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


		Nine Months Ended September 30,					Three Months Ended March 31,
(In thousands)	(In thousands)	2022		2021		(In thousands)	2023		2022
Revenue recognized that was included in the opening contract liabilities balance	Revenue recognized that was included in the opening contract liabilities balance	$	(47,662)	$	(46,734)	Revenue recognized that was included in the opening contract liabilities balance	$	(30,307)	$	(34,979)
Cash received or amounts billed in advance and not recognized as revenue	Cash received or amounts billed in advance and not recognized as revenue	46,969		41,160		Cash received or amounts billed in advance and not recognized as revenue	37,070		39,950

Remaining Performance Obligations

As of ~~September 30, 2022,~~March 31, 2023, approximately ~~$195.0~~$230 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

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expects to recognize revenue on approximately ~~17%~~39% of these remaining performance obligations during the remainder of ~~2022,~~2023, approximately ~~45%~~32% in ~~2023,~~2024, and approximately ~~19%~~15% in ~~2024,~~2025, with the remainder recognized thereafter.

4.~~Goodwill~~

As of September 30, 2022, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the decline in the Company's stock price and market capitalization, among other factors. Accordingly, in conjunction with its annual test as of October 1, 2022, the Company performed a quantitative goodwill impairment test as of September 30, 2022, relying 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 fair value of the reporting unit was determined using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $46.3 million impairment charge for the three months ended September 30, 2022.

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


~~(In thousands)~~
~~Balance as of December 31, 2020~~	$	~~418,327~~
~~Goodwill recognized from acquisition~~	~~19,202~~
~~Translation adjustments~~	~~(1,818)~~
~~Balance as of December 31, 2021~~	$	~~435,711~~
~~Translation adjustments~~	~~(3,166)~~
~~Impairment charge~~	~~(46,300)~~
~~Balance as of September 30, 2022~~	$	~~386,245~~

5.Convertible Redeemable Preferred Stock and Stockholders' Equity

2021 Issuance of Preferred Stock

On March 10, 2021, the Company issued and sold 82,527,609 shares of Preferred Stock in exchange for aggregate gross proceeds of $204.0 million. Net proceeds from the Transactions totaled $187.9 million after deducting issuance costs.

The Preferred Stock is convertible at the option of the holders at any time into shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock. The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. As of ~~September 30, 2022,~~March 31, 2023, each share of Preferred Stock would have been convertible into ~~1.019375~~1.057292 shares of Common Stock, with such assumed conversion rate scheduled to return to 1.00 upon payment of accrued dividends on June 30, 2023.

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As of ~~September 30, 2022,~~March 31, 2023, no shares of Preferred Stock have been converted into Common Stock.

The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances. In addition, such holders are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on March 10, 2021 (the "Stockholders Agreement"). As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend.

2019 Issuance and Sale of Common Stock and Warrants

On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI, pursuant to which CVI agreed to purchase (i) 2,728,513 shares of Common Stock (the "Initial Shares"), at a price of ~~$7.33~~7.33 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired in 2020.

The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 2,728,513 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares issuable under the Company's Series A Warrants was increased by 2,728,513.

The Series A Warrants are exercisable by the holders for a period of five years from the CVI Closing Date and are currently exercisable into 5,457,026 shares of Common Stock. The Series A Warrants may be exercised for cash or through a net settlement feature under certain circumstances.

The exercise price for the Series A Warrants is subject to anti-dilution adjustment in certain circumstances, including upon certain issuances of capital stock. Upon the issuance of the Preferred Stock in 2021, the Company adjusted the exercise price of the Series A Warrants from $12.00 to $2.4719 per share, the closing price of the Transactions. On March 15, 2023, the Company granted Common Stock awards to certain non-executive employees valued at $1.01 per share (the closing price of the Common Stock on March 15, 2023) under the Company's annual incentive compensation plan, resulting in a further adjustment of the Series A Warrants exercise price from $2.4719 to $1.01 per share. The estimated fair value of the Series A Warrants immediately after the exercise price adjustment on March 15, 2023 was $1.7 million, reflecting an increase of $1.0 million compared to the value as of December 31, 2022.

CVI will not have the right to exercise any warrant that would result in CVI beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such exercise. CVI has the right, in its discretion, to raise this threshold up to 9.99% with 60 days' notice to the Company. In addition, if and to the extent the exercise of any warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other warrants, result in the issuance of 20.0% or more of the outstanding Common Stock of the Company on the CVI Closing Date, the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash.

The estimated fair value of the Series A Warrants as of ~~September 30, 2022~~March 31, 2023 was ~~$2.0~~$2.5 million. Refer to Footnote 76, Fair Value Measurements, for ~~information on the Level 3 inputs utilized for the determination of the fair value of the warrants.~~further information.

6.5.Debt

Revolving Credit Agreement

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

The Revolving Credit Agreement had an original borrowing capacity equal to $25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Revolving Credit Agreement) that was based on LIBOR. The Company may also request the issuance of letters of credit under

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the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which reduces the amount of available borrowings by the amount of such issued and outstanding letters of credit. The facility has a maturity of three years from the closing date of the agreement.

On February 25, 2022, the Company entered into an amendment (the ~~"Amendment"~~"2022 Amendment") to the Revolving Credit Agreement to expand its aggregate borrowing capacity from $25.0 million to $40.0 million. The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50% ~~until~~. Finally, the ~~date a compliance certificate is received for the quarter ending March 31, 2023, with such Applicable Rate thereafter reducing to 2.25%~~.

~~The Amendment also~~amendment modified certain financial covenants under the Revolving Credit Agreement.

On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Revolving Credit Agreement. Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Revolving Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Revolving Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50%.

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

•minimum Consolidated EBITDA (as defined in the Revolving Credit Agreement) of not less than ~~$20.0~~$22.0 million, $24.0 million, $32.0 million and $35.0 million for the most recently ended four fiscal quarter period, tested as of the last day of ~~each~~the fiscal ~~quarter~~quarters ending on ~~or before~~March 31, June 30, September 30 and December 31, ~~2022;~~2023, respectively;

•a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than ~~1.5~~2.0 to 1.0, tested as of the last day of each ~~fiscal quarter ending on or before December 31, 2022; and~~calendar month through maturity of the Revolving Credit Agreement;

•a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.25 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or after March 31, ~~2023.~~2024; and

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

The Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness or liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments,

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enter into certain contracts, sell assets and engage in transactions with affiliates. The Revolving Credit Agreement is also subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the Agent or the Required Lenders may accelerate any amounts outstanding and terminate lender commitments. The Company iswas in compliance with the covenants under the amended Revolving Credit Agreement as of ~~September 30, 2022.~~March 31, 2023.

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

As of ~~September 30, 2022,~~March 31, 2023, the Company had outstanding borrowings of $16.0 million, and issued and outstanding letters of credit of $3.4 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $20.6 million.

~~Senior Secured Convertible Notes and Financing Derivatives~~

During 2018, the Company entered into certain agreements with funds affiliated with or managed by Starboard Value LP (collectively, "Starboard"), pursuant to which the Company issued and sold to Starboard a total of $204.0 million in Notes, as well as warrants to purchase shares of the Company's Common Stock. The warrants were exercised in full by Starboard in 2019.

The Notes contained, among other features, an interest rate reset feature which the Company determined represented an embedded derivative that must be bifurcated and accounted for separately from the Notes. This feature reset the interest rate on the Notes based on the trading price of the Company's Common Stock.

Interest on the Notes was payable on a quarterly basis in arrears, at the option of the Company, in cash, or, subject to certain conditions, through the issuance by the Company of additional shares of Common Stock ("PIK Interest Shares"). On January 25, 2021, the Company paid quarterly accrued interest of $6.1 million through the issuance of 2,802,454 PIK Interest Shares.

~~In connection with the Transactions described in~~ ~~Footnote 5~~, ~~Convertible Redeemable Preferred Stock and Stockholders' Equity~~, the Company used cash proceeds of $204.0 million from the issuance of shares of its Preferred Stock to extinguish the Notes and related financing derivatives on March 10, 2021. The Company also issued 3,150,000 additional shares to Starboard (the "Conversion Shares"), as additional creditor consideration, which were valued at $9.6 million. Lastly, the Company paid interest accrued of $4.7 million for the period from January 1, 2021 to March 10, 2021 through the issuance of 1,363,327 PIK Interest Shares.

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

~~Secured Term Note~~

~~During 2019, the Company's wholly owned subsidiary, Rentrak B.V., entered into an agreement with several third parties for the Secured Term Note in exchange for gross proceeds of $13.0 million.~~

The Secured Term Note included a redemption feature which, upon the occurrence of certain fundamental transactions, would require the Company to redeem the Secured Term Note in full, plus accrued interest, and remit a prepayment premium equal to the remaining contractual interest cash flows (the "interest make-whole redemption"). The Company determined this feature represented an embedded derivative that must be bifurcated and accounted for separately from the Secured Term Note.

~~In connection with the Transactions described in~~ ~~Footnote 5~~, ~~Convertible Redeemable Preferred Stock and Stockholders' Equity~~, the Company used restricted cash from its balance sheet to extinguish the Secured Term Note and interest make-whole redemption on March 10, 2021, of which $13.0 million and $1.0 million were for principal repayments and settlement of the interest make-whole redemption, respectively.

~~The Company recorded a loss on extinguishment of the Secured Term Note of $0.3 million during the three months ended March 31, 2021.~~

7.6.Fair Value Measurements

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


		As of								As of									As of								As of
		September 30, 2022								December 31, 2021									March 31, 2023								December 31, 2022
(In thousands)	(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets	Assets																	Assets

Money market funds (1)	Money market funds (1)	$	447	$	—	$	—	$	447	$	2,429	$	—	$	—	$	2,429	Money market funds (1)	$	2,480	$	—	$	—	$	2,480	$	2,455	$	—	$	—	$	2,455

Liabilities	Liabilities																	Liabilities

Contingent consideration liability (2)	Contingent consideration liability (2)	$	—	$	8,047	$	—	$	8,047	$	—	$	—	$	5,600	$	5,600	Contingent consideration liability (2)	$	—	$	4,672	$	—	$	4,672	$	—	$	8,158	$	—	$	8,158
Warrants liability (3)	Warrants liability (3)	—		—		2,049		2,049		—		—		10,520		10,520		Warrants liability (3)	—		—		2,533		2,533		—		—		718		718

Total liabilities	Total liabilities	$	—	$	8,047	$	2,049	$	10,096	$	—	$	—	$	16,120	$	16,120	Total liabilities	$	—	$	4,672	$	2,533	$	7,205	$	—	$	8,158	$	718	$	8,876

(1) Level 1 cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $1.00 per share by investing in liquid, high quality U.S. dollar-denominated money market instruments with maturities less than three months.

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(2) The fair value of this liability as of ~~September 30,~~March 31, 2023 and December 31, 2022 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date. The fair value of this liability as of December 31, 2021 was derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as a Level 3 fair value measurement as of such date. The current and non-current ~~portions~~portion of the contingent consideration liability ~~are~~is classified within ~~other current and~~ non-current liabilities in the Condensed Consolidated Balance Sheets. The current portion of the contingent consideration liability was $3.6 million and ~~$1.0~~$7.1 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. The non-current portion of the contingent consideration liability was ~~$4.4 million and $4.6~~$1.0 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

(3) The fair value of this liability is derived from a technique which utilizes inputs, certain of which are significant and unobservable, that result in classification as a Level 3 fair value measurement. Warrants liability includes only the Series A warrants as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

~~For the quarter ended September 30, 2022, the Company recorded a goodwill impairment charge of $46.3 million. Refer to~~ ~~Footnote 4~~, ~~Goodwill~~ for further details. The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges.

~~The elimination of the option pricing model used to value the contingent consideration liability reflected a change in the Company's valuation technique during the three months ended June 30, 2022.~~ There were no ~~other~~ changes to the Company's valuation techniques or methodologies during the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 or ~~2021.~~2022.

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The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively:

(In thousands) Contingent Consideration Liability Warrants Liability
Balance as of December 31, 2021 $ 5,600 $ 10,520
Total loss (gain) recognized due to remeasurement (1)
2,348 (8,471)
Transfer to Level 2 (2)
(7,948) —
Balance as of September 30, 2022 $ — $ 2,049


(In thousands)	Warrants Liability
Balance as of December 31, 2022	$	718

Total loss recognized due to remeasurement (1)	1,815


Balance as of March 31, 2023	$	2,533

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


(In thousands)	Contingent Consideration Liability (2)		Warrants Liability
Balance as of December 31, 2021	$	5,600	$	10,520
Total loss (gain) recognized due to remeasurement (1)	2,348		(2,435)
Balance as of March 31, 2022	$	7,948	$	8,085

(1) The loss due to remeasurement of the contingent consideration liability was recorded in general and administrative expense, and the gain on remeasurement of the warrants liability was recorded in other (expense) income, ~~(expense),~~ net, in the Condensed Consolidated Statements of Operations and Comprehensive ~~(Loss) Income.~~Loss.

(2) The ~~transfer~~contingent consideration liability was transferred from Level 3 to Level 2 in the second quarter of 2022 due to the resolution of the contingency regarding the amount of consideration payable. ~~Transfers between levels of the fair value hierarchy are recognized at the beginning of the reporting period.~~

(In thousands) Interest Make-whole Derivative Liability Financing Derivative Liabilities Warrants Liability
Balance as of December 31, 2020 $ 871 $ 11,300 $ 2,831
Total loss (gain) recognized due to remeasurement (1)
150 (1,800) 10,938
Settlement or derecognition upon extinguishment of host debt (2)
(1,021) (9,500) —
Balance as of September 30, 2021 $ — $ — $ 13,769

~~(1)~~ ~~All losses and gains were recorded in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.~~

~~(2)~~ ~~Refer to~~ ~~Footnote 6~~, ~~Debt~~ ~~for additional information on the extinguishment of the Notes and Secured Term Note.~~

The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 that are measured at fair value on a recurring basis:

Fair Value Measurements
Significant Valuation Technique Significant Valuation Inputs September 30, 2022 December 31, 2021
Warrants liability Option pricing Stock price $1.65 $3.34
Exercise price $2.47 $2.47
Volatility 65.0% 85.0%
Term 1.74 years 2.49 years
Risk-free rate 4.2% 0.9%

Fair Value Measurements

Significant Valuation Technique

Significant Valuation Inputs

March 31, 2023

December 31, 2022

Warrants liability

Option pricing

Stock price

$1.23

$1.16

Exercise price

$1.01

$2.47

Volatility

65.0%

Term

1.24 years

1.49 years

Risk-free rate

4.6%

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

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8.7.Accrued Expenses


		As of		As of			As of		As of
(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	March 31, 2023		December 31, 2022

Accrued data costs	Accrued data costs	$	16,171	$	18,116	Accrued data costs	$	17,367	$	18,515
Payroll and payroll-related	Payroll and payroll-related	12,730		16,272		Payroll and payroll-related	9,791		15,118

Professional fees	Professional fees	1,989		2,978		Professional fees	2,071		2,410
Restructuring accrual	Restructuring accrual	4,504		—		Restructuring accrual	1,447		1,288

Other	Other	6,248		7,898		Other	5,613		6,062

Total accrued expenses	Total accrued expenses	$	41,642	$	45,264	Total accrued expenses	$	36,289	$	43,393

9.8.Related Party Transactions

Transactions with WPP ~~plc~~

As of ~~September 30, 2022~~March 31, 2023 (based on public filings), WPP plc and its affiliates ("WPP") owned 11,319,363 shares of the Company's outstanding Common Stock, representing 12.3% 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) Income,~~Loss, are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022
Revenues	Revenues	$	2,782	$	3,467	$	9,492	$	10,080	Revenues	$	2,308	$	3,341

Cost of revenues	Cost of revenues	2,417		2,580		6,791		9,673		Cost of revenues	2,736		2,140

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


		As of		As of			As of		As of
(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	March 31, 2023		December 31, 2022
Assets	Assets					Assets
Accounts receivable, net	Accounts receivable, net	$	867	$	3,506	Accounts receivable, net	$	526	$	825

Liabilities	Liabilities					Liabilities
Accounts payable	Accounts payable	$	2,117	$	1,395	Accounts payable	$	2,130	$	2,398
Accrued expenses	Accrued expenses	337		740		Accrued expenses	983		1,108
Contract liabilities	Contract liabilities	1,476		3,403		Contract liabilities	1,035		1,132
Other non-current liabilities		384		1,582

Transactions with Charter, Qurate and Pine

Charter, Qurate ~~(through an affiliate)~~ and Pine each hold 33.3% of the outstanding shares of Preferred Stock, which are entitled to convert into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations. As of ~~September 30, 2022~~March 31, 2023 (based on public filings), Pine also owned ~~438,088~~2,193,088 shares of the Company's outstanding Common Stock, representing ~~0.5%~~2.4% of the outstanding Common Stock. In addition, Charter, Qurate and Pine each designated two members of the Company's Board in accordance with the Stockholders ~~Agreement.~~Agreement

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, Charter, Qurate and Pine each owned 27,509,203 shares of the Company's outstanding Preferred Stock. On June 30, 2022, in accordance with the Certificate of Designations, the Company made cash dividend payments totaling $15.5 million to the holders of the Preferred Stock, representing dividends accrued for the period from June 30, 2021 through June 29, 2022. Accrued dividends to the holders of Preferred Stock as of ~~September 30,~~March 31, 2023 and December 31, 2022 were ~~$4.0 million.~~$11.7 million and $7.9 million, respectively. The next scheduled dividend payment date for the Preferred Stock is June 30, 2023.

Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter. Under the DLA, Charter Operating will bill the Company for license fees according to a payment schedule that gradually increases from $10.0 million in the first year of the term to $32.3 million in the tenth year of the term. The Company recognizes expense for the license fees ratably over the term. On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company will receive license fee credits totaling $7.0 million. ~~Refer to~~ ~~Footnote 12~~, ~~Subsequent Events~~ ~~for additional information about the amendment.~~

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022
Revenues	Revenues	$	501	$	487	$	1,773	$	1,366	Revenues	$	485	$	726
Cost of revenues	Cost of revenues	5,521		5,529		16,588		16,471		Cost of revenues	4,971		5,528

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


		As of		As of			As of		As of
(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	March 31, 2023		December 31, 2022

Accounts payable	Accounts payable	$	10,692	$	5,180	Accounts payable	$	10,319	$	9,693
Accrued expenses	Accrued expenses	4,083		3,377		Accrued expenses	3,909		3,189

Non-current portion of accrued data costs	Non-current portion of accrued data costs	14,066		7,843		Non-current portion of accrued data costs	17,057		15,471

The Company recognized revenues of $0.2 million ~~during the three months ended September 30, 2022 and 2021, and $0.6 million and $0.6 million during the nine months ended September 30, 2022 and 2021, respectively,~~ from transactions with Qurate and its affiliates in the normal course of business during the three months ended March 31, 2023 and 2022, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive ~~(Loss) Income.~~Loss.

The Company had no transactions ~~other than the issuance of shares of Preferred Stock and related matters,~~ with Pine for ~~the three and nine months ended September 30, 2022 and 2021.~~

~~Transactions with Starboard~~

~~In 2018, the Company entered into certain agreements with Starboard, then a beneficial owner of more than 5.0% of the Company's outstanding Common Stock. Refer to~~ ~~Footnote 6~~, ~~Debt~~, for further information regarding these agreements and the Company's issuance of Notes to Starboard in 2018. As a result of these agreements and the transactions contemplated thereby, Starboard ceased to be a beneficial owner of more than 5.0% of the Company's outstanding Common Stock in January 2018. In addition, pursuant to a prior agreement with Starboard, the Company provided Starboard the right to designate certain members to the Company's Board. As of December 31, 2018, Starboard had no remaining right to designate any directors to the Board. As of September 30, 2022, there were no directors remaining on the Board who were designated by Starboard.

~~In connection with the extinguishment of the Notes on March 10, 2021, the Company issued 3,150,000 Conversion Shares to Starboard valued at $9.6 million as discussed in~~ ~~Footnote 6~~, ~~Debt, which amount was included as a component of loss on extinguishment of debt in the Condensed Consolidated Statement of Operations and Comprehensive Loss.~~

~~The Company recorded interest expense, inclusive of non-cash accretion of issuance discount and deferred financing costs, related to the Notes of $6.6 million during~~ the three months ended March 31, ~~2021.~~

~~The Company had no outstanding balances related to Starboard as of September 30, 2022 or December 31, 2021.~~2023 and 2022.

~~10.~~9.Organizational Restructuring

On September 29, 2022, the Company communicated a workforce reduction as part of its broader efforts to improve cost efficiency and better align its operating structure and resources with strategic priorities (collectively, the "Restructuring Plan"). In addition to employee terminations, the Restructuring Plan is expected to include the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce the Company's data center footprint; and reduction of other operating expenses, including software and facility costs. The Company may also determine to exit certain activities in certain geographic regions in order to more effectively align resources with business priorities. In connection with the Restructuring Plan, which was authorized by the Board on September 19, 2022, the Company will incur certain exit-related costs. These costs are ~~currently~~ estimated to range between ~~$13~~$10 million and ~~$18~~$15 million. The Company expects implementation of the Restructuring Plan, including cash payments, to be substantially complete in the fourth quarter of 2023.

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The table below summarizes the activity and balance of the restructuring liability as of ~~September 30,~~March 31, 2023 and December 31, 2022, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets, and the changes in the accrued amounts for the ~~nine~~three months ended ~~September 30, 2022:~~March 31, 2023:

(In thousands) Severance and Related Costs Other Total Restructuring Expense
Restructuring expense $ 4,552 $ 1,232 $ 5,784
Payments — (250) (250)
Foreign exchange (48) — (48)
Balance as of September 30, 20221
$ 4,504 $ 982 $ 5,486

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~~(1)~~ ~~As of September 30, 2022, the remaining balance of the restructuring liability includes $4.5 million classified as Accrued expenses and $1.0 million classified as Accounts payable.~~


(In thousands)	Severance and Related Costs		Other		Total Restructuring
Balance as of December 31, 2022	$	1,288	$	—	$	1,288
Restructuring expense	888		110		998
Payments	(855)		—		(855)
Foreign exchange	16		—		16
Balance as of March 31, 2023	$	1,337	$	110	$	1,447

~~11.~~10.Commitments and Contingencies

Commitments

The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with multichannel video programming distributors ("MVPDs") and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms of less than one year to eight years. As of March 31, 2023, the total fixed payment obligations related to set-top box and connected television data agreements are $293.5 million and $6.4 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of March 31, 2023:


	(In thousands)
2023 (remaining)	$	27,993
2024	29,966
2025	29,756
2026	37,006
2027	37,506
Thereafter	137,699
Total	$	299,926

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $6.8 million by the end of 2023.

Contingencies

The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees related to contingencies are expensed as incurred. The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period.

~~Current~~Vendor Contract Dispute

In April 2023, the Company received correspondence from counsel to a TV data provider disputing the manner in which payments by the Company to the data provider are calculated under a 2018 data license agreement between the parties. The aggregate amount in dispute for periods through March 31, 2023 is approximately $2.1 million. The Company disagrees with the data provider's interpretation of the license agreement and believes it has a strong position with respect to the calculation of payments during the term. As of March 31, 2023, the Company cannot reasonably estimate the potential loss, if any, that may be incurred in this matter.

Other Matters

The Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors.

Indemnification

The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its directors and officers, to the fullest extent permitted by

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Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification.

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

~~12.Subsequent Events~~

On November 6, 2022, the Company entered into an amendment to the DLA with Charter Operating. Under the amendment, Charter will extend its endorsement of the Company as its preferred local measurement provider to seven years (from ~~five~~) at no additional cost, with an opportunity to extend to the full 10-year contract term under certain conditions. In addition, the Company will receive license fee credits totaling $7.0 million under the amendment, to be applied toward 2022 and 2023 fee payments as set forth in the amendment. The amendment also provides for additional data parameters and specifications to assist the Company in product development and delivery speed, as well as rights to incremental Charter data sets that become available during the contract term.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and the related Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, or 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events in future periods may differ materially from those anticipated or implied in these forward-looking statements as a result of many factors, including those discussed under Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the ~~"2021~~"2022 10-K"), under Item 1A, "Risk Factors" in this 10-Q and elsewhere in this 10-Q. See also "Cautionary Note Regarding Forward-Looking Statements" at the beginning of this 10-Q.

Overview

We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. We create our products using a global data platform that combines information on digital platforms (connected (Smart) televisions, mobile devices, tablets and computers), ~~television ("TV"), over the top devices ("OTT"),~~TV, direct to consumer applications, and movie screens with demographics and other descriptive information. We have developed proprietary data science that enables measurement of person-level and household-level audiences, removing duplicated viewing across devices and over time. This combination of data and methods enables a common standard for buyers and sellers to transact on advertising. This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans ~~content~~ and products to more efficiently and effectively reach those audiences. Our ability to unify behavioral and other descriptive data enables us to provide audience ratings, advertising verification, and granular consumer segments that describe hundreds of millions of consumers. Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers.

The platforms we measure include televisions, mobile devices, computers, tablets, connected TV devices and movie theaters. The information we analyze crosses geographies, types of content and activities, including websites, mobile and ~~OTT~~over-the-top applications, ~~("apps"),~~ video games, television and movie programming, ~~electronic commerce ("e-commerce")~~e-commerce and advertising.

~~Management Changes~~

On July 5, 2022, our Board of Directors appointed Jonathan Carpenter as our Chief Executive Officer, effective July 6, 2022. In connection with Mr. Carpenter's appointment, William Livek retired as our Chief Executive Officer. Also on July 5, 2022, the Board of Directors appointed Mary Margaret Curry as our Chief Financial Officer and Treasurer, effective July 6, 2022. Ms. Curry continues to serve as our principal accounting officer.

On August 22, 2022, our Board of Directors appointed Greg Dale as Chief Operating Officer and David Algranati as Chief Innovation Officer of the Company, effective August 23, 2022. The Company also announced that its Chief Commercial Officer, Chris Wilson, would be leaving the Company effective October 1 2022.

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Results of Operations

The following table sets forth selected Condensed Consolidated Statements of Operations and Comprehensive Loss data as a percentage of total revenues for each of the periods indicated. Percentages may not add due to rounding.


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2022				2021				2022				2021					2023				2022
(In thousands)	(In thousands)	Dollars		% of Revenue		Dollars		% of Revenue		Dollars		% of Revenue		Dollars		% of Revenue		(In thousands)	Dollars		% of Revenue		Dollars		% of Revenue
Revenues	Revenues	$	92,783	100.0	%	$	92,487	100.0	%	$	278,183	100.0	%	$	270,476	100.0	%	Revenues	$	91,558	100.0	%	$	93,966	100.0	%
Cost of revenues	Cost of revenues	51,530		55.5	%	49,179		53.2	%	155,915		56.0	%	153,267		56.7	%	Cost of revenues	51,929		56.7	%	52,918		56.3	%
Selling and marketing	Selling and marketing	17,199		18.5	%	15,212		16.4	%	51,850		18.6	%	49,569		18.3	%	Selling and marketing	17,154		18.7	%	17,166		18.3	%
Research and development	Research and development	8,741		9.4	%	9,051		9.8	%	28,190		10.1	%	29,536		10.9	%	Research and development	8,919		9.7	%	9,532		10.1	%
General and administrative	General and administrative	12,899		13.9	%	16,895		18.3	%	48,119		17.3	%	45,609		16.9	%	General and administrative	13,574		14.8	%	18,117		19.3	%
Amortization of intangible assets																		Amortization of intangible assets	2,811		3.1	%	6,779		7.2	%
Restructuring	Restructuring	5,784		6.2	%	—		—	%	5,784		2.1	%	—		—	%	Restructuring	998		1.1	%	—		—	%

Amortization of intangible assets		6,772		7.3	%	6,172		6.7	%	20,323		7.3	%	18,866		7.0	%
Impairment of goodwill		46,300		49.9	%	—		—	%	46,300		16.6	%	—		—	%

Total expenses from operations	Total expenses from operations	149,225		160.8	%	96,509		104.3	%	356,481		128.1	%	296,847		109.7	%	Total expenses from operations	95,385		104.2	%	104,512		111.2	%
Loss from operations	Loss from operations	(56,442)		(60.8)	%	(4,022)		(4.3)	%	(78,298)		(28.1)	%	(26,371)		(9.7)	%	Loss from operations	(3,827)		(4.2)	%	(10,546)		(11.2)	%
Other income (expense), net		1,477		1.6	%	5,713		6.2	%	8,467		3.0	%	(9,069)		(3.4)	%
Gain from foreign currency transactions		2,781		3.0	%	1,180		1.3	%	5,728		2.1	%	1,884		0.7	%
Other (expense) income, net																		Other (expense) income, net	(1,812)		(2.0)	%	2,433		2.6	%
(Loss) gain from foreign currency transactions																		(Loss) gain from foreign currency transactions	(1,466)		(1.6)	%	420		0.4	%
Interest expense, net	Interest expense, net	(284)		(0.3)	%	(169)		(0.2)	%	(660)		(0.2)	%	(7,569)		(2.8)	%	Interest expense, net	(352)		(0.4)	%	(200)		(0.2)	%
Loss on extinguishment of debt		—		—	%	—		—	%	—		—	%	(9,629)		(3.6)	%
(Loss) income before income taxes		(52,468)		(56.5)	%	2,702		2.9	%	(64,763)		(23.3)	%	(50,754)		(18.8)	%
Income tax benefit (provision)		86		0.1	%	(722)		(0.8)	%	(1,945)		(0.7)	%	(2,166)		(0.8)	%
Net (loss) income		$	(52,382)	(56.5)	%	$	1,980	2.1	%	$	(66,708)	(24.0)	%	$	(52,920)	(19.6)	%
Loss before income taxes																		Loss before income taxes	(7,457)		(8.1)	%	(7,893)		(8.4)	%
Income tax provision																		Income tax provision	(1,214)		(1.3)	%	(1,383)		(1.5)	%
Net loss																		Net loss	$	(8,671)	(9.5)	%	$	(9,276)	(9.9)	%

2014

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Revenues

Our products and services are organized around solution groups that address customer needs. Accordingly, we evaluate ~~revenue~~revenues around two solution groups:

•Digital Ad Solutions provide measurement of the behavior and characteristics of audiences across digital platforms, including computers, tablets, mobile and other connected devices. This solution group also includes custom offerings that provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns and brand protection across digital platforms, including transactional outcome-based measurement driven by our Activation and ~~CCR~~Comscore Campaign Ratings products.

•Cross Platform Solutions provide measurement of content and advertising audiences across local, national and addressable television, including consumption through connected (Smart) televisions, and are designed to help customers find the most relevant viewing audience whether that viewing is linear, non-linear, online or on-demand. This solution group also includes custom offerings that provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns across platforms. In addition, this solution group includes products that measure movie viewership and box office results by capturing movie ticket sales in real time or near real time and includes box office analytics, trend analysis and insights for movie studios and movie theater operators worldwide.

We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These costs include, but are not limited to, employee costs, purchased data, operational overhead, data storage and technology that supports multiple solution groups.

Revenues for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:


		Three Months Ended September 30,													Three Months Ended March 31,
(In thousands)	(In thousands)	2022		% of Revenue		2021		% of Revenue		$ Variance		% Variance		(In thousands)	2023		% of Revenue		2022		% of Revenue		$ Variance		% Variance
Digital Ad Solutions	Digital Ad Solutions	$	52,360	56.4	%	$	57,039	61.7	%	$	(4,679)	(8.2)	%	Digital Ad Solutions	$	50,447	55.1	%	$	53,137	56.5	%	$	(2,690)	(5.1)	%
Cross Platform Solutions	Cross Platform Solutions	40,423		43.6	%	35,448		38.3	%	4,975		14.0	%	Cross Platform Solutions	41,111		44.9	%	40,829		43.5	%	282		0.7	%
Total revenues	Total revenues	$	92,783	100.0	%	$	92,487	100.0	%	$	296	0.3	%	Total revenues	$	91,558	100.0	%	$	93,966	100.0	%	$	(2,408)	(2.6)	%

Digital Ad Solutions revenue decreased primarily due to lower ~~usage of our Activation product and lower deliveries of~~revenue from our custom digital ~~solutions.~~solutions and other digital products. The decline in custom digital solutions was primarily driven by lower deliverables to multiple customers. We believe that macroeconomic factors ~~(such as~~(including inflation, rising interest rates and supply chain disruptions) have caused some advertisers to reduce or delay advertising expenditures, ~~in recent months,~~ impacting demand for certain digital products. We expect this trend to continue as we move through the year.

Cross Platform Solutions revenue increased primarily due to higher local TV ~~revenues from new partnerships, higher contract values from renewals~~ and ~~increased agency adoption. Our~~ movies revenue, which was offset by lower national TV revenue. Local TV increased due to ~~the continued return of consumers to theaters in markets worldwide.~~

~~Revenues for the nine months ended September 30, 2022~~higher renewals and ~~2021~~new business. These increases were ~~as follows:~~

Nine Months Ended September 30,
(In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance
Digital Ad Solutions $ 157,127 56.5 % $ 162,581 60.1 % $ (5,454) (3.4) %
Cross Platform Solutions 121,056 43.5 % 107,895 39.9 % 13,161 12.2 %
Total revenues $ 278,183 100.0 % $ 270,476 100.0 % $ 7,707 2.8 %

~~Digital Ad Solutions revenue decreased primarily due to~~offset by lower revenue from ~~delivery of our digital measurement products in Europe~~national TV due to ~~$2.4 million in license~~recognition of revenue ~~recognized under~~for a ~~multi-year contract~~one-time custom deliverable in the first quarter of 2021. Digital Ad Solutions revenue was also impacted by lower usage of our Activation product. As noted above, we believe that macroeconomic factors have caused a reduction or delay in advertising expenditures in recent months, impacting demand for certain digital products.

Cross Platform Solutions revenue increased primarily due to higher TV revenues from new partnerships, higher contract values from renewals and increased agency adoption. In addition, we recognized $3.8 million of revenue related to cost reimbursements of cloud computing and processing costs attributable to certain custom TV data set deliveries. Our movies revenue increased by $3.1 million due to the continued return of consumers to theaters in markets worldwide.2022.

Cost of Revenues

Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, the recruitment, maintenance and support of our consumer panels and amortization of capitalized fulfillment costs. These expenses include employee costs for salaries, benefits, stock-based compensation and other related personnel costs of network operations, survey operations, custom analytics and technical support, all of which are expensed as they are incurred. Cost of revenues also includes costs to obtain ~~multichannel video programming distributor ("MVPD")~~MVPD data sets and panel, ~~census based~~census-based and other data sets used in our products as well as operational costs associated with our data centers, including depreciation expense associated with computer equipment and internally developed software that supports our panels and systems. Additionally, cost of revenues includes allocated overhead, which is comprised of lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.

Cost of revenues for the three months ended March 31, 2023 and 2022 were as follows:


	Three Months Ended March 31,
(In thousands)	2023		% of Revenue		2022		% of Revenue		$ Change		% Change
Data costs	$	18,129	19.8	%	$	18,047	19.2	%	$	82	0.5	%
Employee costs	9,706		10.6	%	10,476		11.1	%	(770)		(7.4)	%
Systems and bandwidth costs	8,877		9.7	%	9,667		10.3	%	(790)		(8.2)	%
Lease expense and depreciation	5,518		6.0	%	5,333		5.7	%	185		3.5	%
Panel costs	3,922		4.3	%	3,737		4.0	%	185		5.0	%
Professional fees	1,858		2.0	%	1,489		1.6	%	369		24.8	%
Sample and survey costs	1,580		1.7	%	1,745		1.9	%	(165)		(9.5)	%
Technology	1,078		1.2	%	1,262		1.3	%	(184)		(14.6)	%
Royalties and resellers	970		1.1	%	921		1.0	%	49		5.3	%
Other	291		0.3	%	241		0.3	%	50		20.7	%
Total cost of revenues	$	51,929	56.7	%	$	52,918	56.3	%	$	(989)	(1.9)	%

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~~Cost of revenues for the three months ended September 30, 2022 and 2021 were as follows:~~

Three Months Ended September 30,
(In thousands) 2022 % of Revenue 2021
% of Revenue
$ Change % Change
Data costs $ 19,000 20.5 % $ 18,466 20.0 % $ 534 2.9 %
Employee costs 9,866 10.6 % 9,942 10.7 % (76) (0.8) %
Systems and bandwidth costs 7,957 8.6 % 6,207 6.7 % 1,750 28.2 %
Lease expense and depreciation 5,179 5.6 % 5,003 5.4 % 176 3.5 %
Panel costs 4,156 4.5 % 3,935 4.3 % 221 5.6 %
Sample and survey costs 1,613 1.7 % 1,856 2.0 % (243) (13.1) %
Professional fees 1,557 1.7 % 1,126 1.2 % 431 38.3 %
Technology 1,005 1.1 % 1,390 1.5 % (385) (27.7) %
Royalties and resellers 914 1.0 % 1,008 1.1 % (94) (9.3) %
Other 283 0.3 % 246 0.3 % 37 15.0 %
Total cost of revenues $ 51,530 55.5 % $ 49,179 53.2 % $ 2,351 4.8 %

Systems and bandwidth costs ~~increased primarily due to increased cloud computing costs in 2022 due to recognition of non-recurring credits during 2021.~~

~~Cost of revenues for the nine months ended September 30, 2022 and 2021 were as follows:~~

Nine Months Ended September 30,
(In thousands) 2022 % of Revenue 2021
% of Revenue
$ Change % Change
Data costs $ 55,980 20.1 % $ 55,706 20.6 % $ 274 0.5 %
Employee costs 31,087 11.2 % 30,925 11.4 % 162 0.5 %
Systems and bandwidth costs 24,834 8.9 % 20,382 7.5 % 4,452 21.8 %
Lease expense and depreciation 15,809 5.7 % 14,775 5.5 % 1,034 7.0 %
Panel costs 11,589 4.2 % 11,614 4.3 % (25) (0.2) %
Sample and survey costs 5,237 1.9 % 5,227 1.9 % 10 0.2 %
Professional fees 4,464 1.6 % 3,885 1.4 % 579 14.9 %
Technology 3,568 1.3 % 4,367 1.6 % (799) (18.3) %
Royalties and resellers 2,540 0.9 % 2,701 1.0 % (161) (6.0) %
Other 807 0.3 % 3,685 1.4 % (2,878) (78.1) %
Total cost of revenues $ 155,915 56.0 % $ 153,267 56.7 % $ 2,648 1.7 %

~~Systems and bandwidth costs increased~~decreased primarily due to cloud computing and processing costs attributable to certain custom TV data set deliveries including $3.8 million that was recognized as revenue as described above. Lease expense and depreciation increased primarily due to higher depreciation of capitalized internal-use software costs. Other expenses decreased primarily due to the recognition of $2.4 million in license costs associated with the delivery of our digital measurement products in Europe in the first quarter of ~~2021~~2022 that did not recur in ~~connection with~~2023. Employee costs decreased primarily due to an increase in employee compensation capitalized in the ~~multi-year contract described above.~~first quarter of 2023 in relation to capitalized software projects.

Selling and Marketing

Selling and marketing expenses consist primarily of employee costs for salaries, benefits, commissions, stock-based compensation and other related costs for personnel associated with sales and marketing ~~activities. They also include~~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, which is comprised of lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.

Selling and marketing expenses for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:

Three Months Ended September 30,
(In thousands) 2022 % of Revenue 2021 % of Revenue $ Change % Change
Employee costs $ 13,916 15.0 % $ 12,519 13.5 % $ 1,397 11.2 %
Lease expense and depreciation 997 1.1 % 918 1.0 % 79 8.6 %
Technology 809 0.9 % 629 0.7 % 180 28.6 %
Professional fees 612 0.7 % 480 0.5 % 132 27.5 %
Other 865 0.9 % 666 0.7 % 199 29.9 %
Total selling and marketing expenses $ 17,199 18.5 % $ 15,212 16.4 % $ 1,987 13.1 %

~~Employee costs increased primarily due to increased commissions during the three months ended September 30, 2022.~~

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~~Selling and marketing expenses for the nine months ended September 30, 2022 and 2021 were as follows:~~

Nine Months Ended September 30,
(In thousands) 2022 % of Revenue 2021 % of Revenue $ Change % Change
Employee costs $ 42,211 15.2 % $ 41,696 15.4 % $ 515 1.2 %
Lease expense and depreciation 2,898 1.0 % 2,967 1.1 % (69) (2.3) %
Technology 2,506 0.9 % 1,901 0.7 % 605 31.8 %
Professional fees 1,697 0.6 % 1,562 0.6 % 135 8.6 %
Other 2,538 0.9 % 1,443 0.5 % 1,095 75.9 %
Total selling and marketing expenses $ 51,850 18.6 % $ 49,569 18.3 % $ 2,281 4.6 %

~~Other expense increased primarily due to increased participation in marketing events during 2022.~~


	Three Months Ended March 31,
(In thousands)	2023		% of Revenue		2022		% of Revenue		$ Change		% Change
Employee costs	$	13,847	15.1	%	$	14,210	15.1	%	$	(363)	(2.6)	%
Lease expense and depreciation	845		0.9	%	946		1.0	%	(101)		(10.7)	%
Professional fees	788		0.9	%	508		0.5	%	280		55.1	%
Technology	778		0.8	%	847		0.9	%	(69)		(8.1)	%
Other	896		1.0	%	655		0.7	%	241		36.8	%
Total selling and marketing expenses	$	17,154	18.7	%	$	17,166	18.3	%	$	(12)	(0.1)	%

Research and Development

Research and development expenses include product development costs, consisting primarily of employee costs for 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, which is comprised of lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.

Research and development expenses for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:

Three Months Ended September 30,
(In thousands) 2022 % of Revenue 2021 % of Revenue $ Change % Change
Employee costs $ 6,906 7.4 % $ 6,788 7.3 % $ 118 1.7 %
Technology 789 0.9 % 1,042 1.1 % (253) (24.3) %
Lease expense and depreciation 688 0.7 % 741 0.8 % (53) (7.2) %
Professional fees 236 0.3 % 354 0.4 % (118) (33.3) %
Other 122 0.1 % 126 0.1 % (4) (3.2) %
Total research and development expenses $ 8,741 9.4 % $ 9,051 9.8 % $ (310) (3.4) %

~~Research and development expenses for the nine months ended September 30, 2022 and 2021 were as follows:~~


		Nine Months Ended September 30,													Three Months Ended March 31,
(In thousands)	(In thousands)	2022		% of Revenue		2021		% of Revenue		$ Change		% Change		(In thousands)	2023		% of Revenue		2022		% of Revenue		$ Change		% Change
Employee costs	Employee costs	$	22,037	7.9	%	$	22,060	8.2	%	$	(23)	(0.1)	%	Employee costs	$	6,984	7.5	%	$	7,455	7.9	%	$	(471)	(6.3)	%
Technology	Technology	2,800		1.0	%	3,275		1.2	%	(475)		(14.5)	%	Technology	881		1.0	%	991		1.1	%	(110)		(11.1)	%
Lease expense and depreciation	Lease expense and depreciation	2,123		0.8	%	2,438		0.9	%	(315)		(12.9)	%	Lease expense and depreciation	639		0.7	%	714		0.8	%	(75)		(10.5)	%
Professional fees	Professional fees	823		0.3	%	1,352		0.5	%	(529)		(39.1)	%	Professional fees	256		0.3	%	248		0.3	%	8		3.2	%
Other	Other	407		0.1	%	411		0.2	%	(4)		(1.0)	%	Other	159		0.2	%	124		0.1	%	35		28.2	%
Total research and development expenses	Total research and development expenses	$	28,190	10.1	%	$	29,536	10.9	%	$	(1,346)	(4.6)	%	Total research and development expenses	$	8,919	9.7	%	$	9,532	10.1	%	$	(613)	(6.4)	%

General and Administrative

General and administrative expenses consist primarily of employee costs for 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, which is comprised of 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.

General and administrative expenses for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:


		Three Months Ended September 30,													Three Months Ended March 31,
(In thousands)	(In thousands)	2022		% of Revenue		2021		% of Revenue		$ Change		% Change		(In thousands)	2023		% of Revenue		2022		% of Revenue		$ Change		% Change
Employee costs	Employee costs	$	7,080	7.6	%	$	8,809	9.5	%	$	(1,729)	(19.6)	%	Employee costs	$	7,236	7.9	%	$	8,477	9.0	%	$	(1,241)	(14.6)	%
Professional fees	Professional fees	3,049		3.3	%	5,323		5.8	%	(2,274)		(42.7)	%	Professional fees	3,810		4.2	%	4,236		4.5	%	(426)		(10.1)	%
Technology	Technology	820		0.9	%	908		1.0	%	(88)		(9.7)	%	Technology	863		0.9	%	840		0.9	%	23		2.7	%
Lease expense and depreciation	Lease expense and depreciation	395		0.4	%	394		0.4	%	1		0.3	%	Lease expense and depreciation	368		0.4	%	435		0.5	%	(67)		(15.4)	%

Other	Other	1,555		1.7	%	1,461		1.6	%	94		6.4	%	Other	1,297		1.4	%	4,129		4.4	%	(2,832)		(68.6)	%
Total general and administrative expenses	Total general and administrative expenses	$	12,899	13.9	%	$	16,895	18.3	%	$	(3,996)	(23.7)	%	Total general and administrative expenses	$	13,574	14.8	%	$	18,117	19.3	%	$	(4,543)	(25.1)	%

Employee costs decreased primarily due to a decrease in stock-based compensation expense. Other expense decreased primarily due to a $2.3 million loss resulting from the change in fair value of contingent consideration in the first quarter of 2022, as compared to a $0.1 million loss in the first quarter of 2023.

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Employee costs decreased primarily due to severance expense related to the departure of our former Chief Financial Officer in August 2021. Professional fees decreased primarily due to increased consulting and auditing fees during 2021 related to implementation support for our new enterprise resource planning system and the reclassification of consulting fees incurred in the three months ended June 30, 2022 to restructuring expense during the three months ended September 30, 2022.

~~General and administrative expenses for the nine months ended September 30, 2022 and 2021 were as follows:~~

Nine Months Ended September 30,
(In thousands) 2022 % of Revenue 2021 % of Revenue $ Change % Change
Employee costs $ 25,080 9.0 % $ 24,710 9.1 % $ 370 1.5 %
Professional fees 11,671 4.2 % 11,889 4.4 % (218) (1.8) %
Technology 2,499 0.9 % 2,119 0.8 % 380 17.9 %
Lease expense and depreciation 1,236 0.4 % 1,285 0.5 % (49) (3.8) %
Other 7,633 2.7 % 5,606 2.1 % 2,027 36.2 %
Total general and administrative expenses $ 48,119 17.3 % $ 45,609 16.9 % $ 2,510 5.5 %
Other (Expense) Income, Net

Other ~~expense increased primarily due to a $2.4 million loss resulting from the change in fair value of the contingent consideration recognized as part of the business combination described in~~ (expense) income, net~~Footnote 2~~, ~~Summary of Significant Accounting Policies~~.

~~Organizational Restructuring~~

~~In September 2022, we implemented a restructuring plan that included a workforce reduction. Certain other initiatives are expected to be completed as part of the restructuring plan, as described in~~ ~~Footnote 10~~, ~~Organizational Restructuring~~. We incurred $5.8 million of restructuring expenses during the three and nine months ended September 30, 2022 related to the plan and expect these costs to continue into 2023 as other initiatives are completed. No restructuring expenses were incurred during the corresponding periods in 2021.

~~Impairment of Goodwill~~

As of September 30, 2022, as a result of a decline in our stock price and market capitalization, among other factors, we performed an interim impairment review of our goodwill in conjunction with our October 1, 2022 annual testing date. Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $46.3 million non-cash impairment charge in the three months ended September 30, 2022. For further information on our goodwill, refer to ~~Footnote 4~~, ~~Goodwill~~ ~~and~~ ~~Item 2, "Critical Accounting Estimates"~~ ~~within our 2021 10-K~~.

~~Other Income (Expense), Net~~

~~Other income (expense), net~~ represents income and expenses incurred that are generally not recurring in nature or are not part of our regular operations. The following is a summary of other (expense) income, ~~(expense),~~ net for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022
Change in fair value of warrants liability	Change in fair value of warrants liability	$	1,476	$	5,582	$	8,471	$	(10,938)	Change in fair value of warrants liability	$	(1,815)	$	2,435
Change in fair value of financing derivatives		—		—		—		1,800

Other	Other	1		131		(4)		69		Other	3		(2)
Total other income (expense), net		$	1,477	$	5,713	$	8,467	$	(9,069)
Total other (expense) income, net										Total other (expense) income, net	$	(1,812)	$	2,433

The change in other (expense) income, ~~(expense),~~ net for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 as compared to ~~2021~~2022 was largely driven by changes in the fair value of our warrants liability. The ~~gain~~loss on the warrants liability for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 was primarily due to the exercise price adjustment described in Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity and an increase in the trading price of our Common Stock during the quarter. The gain on the warrants liability during the three months ended March 31, 2022, was primarily due to a decrease in the trading price of our Common Stock during the relevant periods. The gain on the warrants liability during the three months ended September 30, 2021 was primarily due to a decrease in the trading price of our Common Stock during the period. The loss on the warrants liability for the nine months ended September 30, 2021 was due primarily to the exercise price adjustment described in ~~Footnote 5~~, ~~Convertible Redeemable Preferred Stock and Stockholders' Equity, and an increase in the trading price of our Common Stock during the relevant period.~~quarter.

Interest Expense, Net

Interest expense, net consists of interest income and interest expense. Interest income primarily consists of interest earned from our cash and cash equivalent balances. Interest expense relates to interest on our senior secured ~~convertible notes (the "Notes"), foreign secured promissory note (the "Secured Term Note"), our senior secured~~ revolving credit agreement (the "Revolving Credit Agreement"), our sale-leaseback agreement, and our finance leases.

We incurred interest expense, net of ~~$0.3~~$0.4 million and $0.2 million during the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $0.7 million and $7.6 million during the nine months ended September 30, 2022 and 2021,~~ respectively. The decrease in interest expense for the nine months ended September 30, 2022 as compared to 2021 was primarily due to the extinguishment of the Notes and the Secured Term Note in March 2021, as described in ~~Footnote 6~~, ~~Debt.~~

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(Loss) Gain 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. Our international currency exposures that relate to the translation to U.S. Dollars are in a net liability position and our international currency exposures that relate to the translation from U.S. Dollars are in a net asset position.

For the three months ended ~~September 30,~~March 31, 2023, the loss from foreign currency transactions was $1.5 million. For the three months ended March 31, 2022, ~~and 2021,~~ the gain from foreign currency transactions was ~~$2.8 million and $1.2 million, respectively. For~~$0.4 million. The loss during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was primarily driven by fluctuations between the Euro, Chilean Peso and ~~2021, the gain from foreign currency transactions was $5.7 million and $1.9 million, respectively.~~U.S. Dollar exchange rates. The gain during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 was primarily driven by fluctuations between the Chilean Peso, Euro and U.S. Dollar exchange rates.

~~Loss on Extinguishment of Debt~~

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

In March 2021, we recorded a $9.6 million loss on debt extinguishment related to the payoff of the Notes and the Secured Term Note. The primary drivers of the extinguishment loss were the write-off of unamortized deferred financing costs and issuance discounts, the issuance of additional shares of Common Stock in connection with the extinguishment, and the derecognition of the interest rate reset derivative liability on the Notes. These components are described in ~~Footnote 6~~, ~~Debt~~.

Income Tax ~~Benefit (Provision)~~Provision

A valuation allowance has been established against our net U.S. federal and state deferred tax assets and certain foreign deferred tax assets, including net operating loss carryforwards. As a result, our income tax position is primarily related to foreign tax activity and U.S. deferred taxes for tax deductible goodwill and other indefinite-lived liabilities.

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we recorded ~~income tax benefit of $0.1 million and~~ an income tax provision of ~~$0.7~~$1.2 million and $1.4 million, respectively, resulting in effective tax rates of ~~0.2%~~16.3% and 26.7%, respectively. For the nine months ended September 30, 2022 and 2021, we recorded income tax provisions of $1.9 million and $2.2 million, respectively, resulting in effective tax rates of 3.0% and 4.3%17.5%, 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, ~~discrete items,~~ and increases in the valuation allowance against our domestic deferred tax assets. ~~A deferred income tax benefit of $1.4 million related to the impairment of goodwill is included in the amounts recorded in the three and nine months ended September 30, 2022.~~The decrease in income tax provision during 2022 as compared to 2021 was primarily due to the income tax benefit related to the impairment of goodwill, offset by an increase in estimated foreign tax expense in 2022.

Liquidity and Capital Resources

The following table summarizes our cash flows for each of the periods identified:


		Nine Months Ended September 30,				Three Months Ended March 31,
(In thousands)	(In thousands)	2022		2021			(In thousands)	2023		2022

Net cash provided by (used in) operating activities		$	36,536	$	(1,121)
Net cash provided by operating activities							Net cash provided by operating activities	$	7,251	$	12,408
Net cash used in investing activities	Net cash used in investing activities	(13,225)		(11,669)			Net cash used in investing activities	(5,832)		(3,799)
Net cash used in financing activities	Net cash used in financing activities	(17,577)		(20,526)			Net cash used in financing activities	(1,656)		(748)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,502)		(691)			Effect of exchange rate changes on cash, cash equivalents and restricted cash	467		(86)
Net increase (decrease) in cash, cash equivalents and restricted cash		3,232		(34,007)
Net increase in cash, cash equivalents and restricted cash							Net increase in cash, cash equivalents and restricted cash	230		7,775

Overview

Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including expenses incurred in prior periods; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; service of our debt and lease facilities; and dividend payment obligations with respect to our ~~Series B Convertible~~ Preferred ~~Stock ("Preferred Stock").~~Stock.

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As of ~~September 30, 2022,~~March 31, 2023, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling ~~$25.5~~$20.7 million (including $0.4 million in restricted cash), cash flows from our operations, and ~~$20.6 million~~amounts available to us under our Revolving Credit Agreement, as described below.

On March 10, 2021, we entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine Investor, LLC ("Pine") (the "Transactions"). At the closing of the Transactions, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million.

~~The proceeds from the Transactions were used to repay the Notes issued to Starboard. For additional information on the Transactions and the extinguishment of the Notes, refer to~~ ~~Footnote 5~~, ~~Convertible Redeemable Preferred Stock and Stockholders' Equity~~ ~~and~~ ~~Footnote 6~~, ~~Debt~~.

On May 5, 2021, we entered into the Revolving Credit Agreement ~~which was subsequently amended in February 2022.~~with Bank of America N.A. The Revolving Credit Agreement provides a borrowing capacity equal to $40.0 ~~million. During 2021,~~million, which was increased from $25.0 million on February 25, 2022. As of March 31, 2023, we ~~borrowed~~had outstanding borrowings of $16.0 million ~~under the Revolving Credit~~

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~~Agreement. In addition to these borrowings, we have issued~~ and outstanding letters of credit totaling $3.4 million under the Revolving Credit Agreement, leaving a remaining borrowing capacity of $20.6 ~~million as~~million.

As of ~~September 30, 2022.~~

~~On June 30, 2022, we made cash dividend payments totaling $15.5 million to the holders of~~March 31, 2023, accrued dividends for the Preferred Stock ~~representing dividends accrued for the period from June 30, 2021 through June 29, 2022.~~totaled $11.7 million. The next scheduled dividend payment date for the Preferred Stock is June 30, 2023.

~~Pandemic Impact~~Macroeconomic Factors

~~The~~During 2020 and 2021, the COVID-19 pandemic and related government mandates and restrictions ~~have~~ had a significant impact on the media, advertising and entertainment industries in which we operate. ~~To date, the COVID-19~~The pandemic ~~has~~also had ~~some~~an impact on our business, including with respect to the execution of new and renewal contracts, the impact of closed movie theaters on our customers, customer payment delays and requests to modify contractual payment terms. In response to the COVID-19 pandemic, we took actions in 2020 and 2021 to mitigate the liquidity impact, including freezing hiring, exiting non-critical consultants and contractors, terminating or negotiating reductions in vendor agreements and leases, and reducing certain travel, marketing, recruiting and other corporate activities. Although we cannot quantify the impact that the pandemic may have on our business in the future, we saw positive recovery in 2022, including the reopening of theaters in most markets worldwide. At the same time, however, macroeconomic factors such as inflation, rising interest rates, and supply chain disruptions caused some advertisers to reduce or delay advertising expenditures in the second half of 2022. These ~~conditions~~declines have ~~negatively impacted our revenue~~continued into 2023 and ~~cash flows, particularly in our movies business, and could continue to~~ have anhad a direct impact ~~in future periods.~~

~~It is possible that long-term changes in consumer behavior will impact our customers' operations, and thus their~~on demand for our ~~services and ability~~products, particularly those for which we recognize revenue based on impressions used. We expect that softness in the advertising market will continue to pay, even after the spread of COVID-19 has been contained and businesses are permitted to resume normal operations. While we have taken actions to mitigate the impact of the COVID-19 pandemic, control costs and improveaffect our ~~working capital balance, these steps may not be successful or adequate if customer demand or cash collection efforts are further impacted by the COVID-19 pandemic or other factors.~~business in 2023.

Preferred Stock

On March 10, 2021, in connection with the Securities Purchase Agreements described above, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million. Net proceeds from the Transactions totaled $187.9 million after deducting issuance costs. Shares of Preferred Stock are convertible into Common Stock as described in Footnote 54, Convertible Redeemable Preferred Stock and Stockholders' Equity. As of ~~September 30, 2022,~~March 31, 2023, each share of Preferred Stock ~~would have been~~was convertible into ~~1.019375~~1.057292 shares of Common Stock, with such ~~assumed~~ conversion rate scheduled to return to 1.00 upon payment of accrued dividends on June 30, 2023.

The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances. In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 54, Convertible Redeemable Preferred Stock and Stockholders' Equity. We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing. Moreover, this obligation could lead us to refinance or terminate the Revolving Credit Agreement prior to its maturity, due to its restrictions on our ability to incur additional debt.

Revolving Credit Agreement

On May 5, 2021, we entered into the Revolving Credit ~~Agreement.~~Agreement, which matures on May 5, 2024. The Revolving Credit Agreement ~~had an original~~provides a borrowing capacity equal to $40.0 million (increased from $25.0 million ~~and bore interest~~ on ~~borrowings at a Eurodollar Rate (as defined in the Revolving Credit Agreement) that was based on LIBOR.~~February 25, 2022). We may also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which reduces the amount of available borrowings by the amount of such issued and outstanding letters of credit. ~~The facility has a maturity of three years from the closing date of the agreement.~~

On February 25, 2022, we entered into an amendment ~~(the "Amendment")~~ to the Revolving Credit Agreement to expand our aggregate borrowing capacity from $25.0 million to $40.0 million. The ~~Amendment~~2022 amendment also replaced the previous Eurodollar Rate (as defined in the Revolving Credit Agreement) with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50% ~~until~~. On February 24, 2023, we entered into an additional amendment to the ~~date a compliance certificate is received for~~Revolving Credit Agreement that further increased the ~~quarter ending March 31, 2023, with such~~ Applicable Rate ~~thereafter reducing~~payable on SOFR-based loans to ~~2.25%~~3.50%.

The amount we are able to borrow under the Revolving Credit Agreement is subject to compliance with financial covenants, satisfaction of various conditions precedent to borrowing and other provisions of the Revolving Credit Agreement. Notably, the Revolving Credit Agreement (as amended) contains financial covenants that require us to maintain a minimum Consolidated Asset Coverage Ratio and minimum Liquidity through maturity, minimum Consolidated EBITDA for periods through December 31, ~~2022, a minimum Consolidated Asset Coverage Ratio for periods ending March 31, 2022 through December 31, 2022,~~2023, and a minimum Consolidated Fixed Charge Coverage Ratio for periods after December 31, ~~2022~~2023 (each term as defined in the Revolving Credit Agreement). As of ~~September 30, 2022,~~March 31, 2023, we were in compliance with our covenants under the Revolving Credit Agreement, and based on our current plans, we do not anticipate a breach of these covenants that would result in an event of default under the Revolving Credit Agreement.

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As of ~~September 30, 2022,~~March 31, 2023, we had outstanding borrowings of $16.0 million and outstanding letters of credit totaling $3.4 million under the Revolving Credit Agreement, leaving a remaining borrowing capacity of $20.6 million. The borrowed funds were used to reduce our accounts payable balances, primarily related to expenses incurred in prior periods, and support our working capital position. While we continue to take steps to reduce our outstanding trade payables and improve our working capital position, our liquidity ~~and operations~~ could be negatively affected if we are unable to generate sufficient cash from operations to satisfy outstanding payables and meet our other financial obligations as they come due.

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Our liquidity could also be negatively affected if we are unable to repay or refinance our outstanding borrowings under the Revolving Credit Agreement upon its maturity in 2024.

For additional information on the Revolving Credit Agreement, refer to Footnote 65, Debt.

Sale of Common Stock and Warrants

On June 23, 2019, we entered into a Securities Purchase Agreement with CVI pursuant to which we sold to CVI for aggregate gross proceeds of $20.0 million (i) 2,728,513 shares of Common Stock and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants to initially purchase up to 11,654,033 shares of Common Stock (the "Private Placement"). On October 14, 2019, we issued 2,728,513 shares of Common Stock to CVI upon exercise by CVI of the Series C Warrants. As a result of this exercise, the number of shares issuable under our Series A Warrants was increased by 2,728,513. On January 29, 2020, the Series B-1 Warrants expired unexercised. On August 3, 2020, the Series B-2 Warrants expired unexercised.

The exercise price of our Series A Warrants was adjusted in connection with the Transactions in March 2021 and further adjusted in connection with shares issued to non-executive employees under our annual incentive compensation plan in March 2023. For additional information on the Private Placement and the ~~adjustment~~adjustments to ~~the exercise price of~~ our Series A Warrants, ~~in connection with the Transactions (which adjustment could reduce the cash proceeds we receive upon exercise of the Series A Warrants),~~ refer to Footnote 54,Convertible Redeemable Preferred Stock and Stockholders' ~~Equity~~.Equity.

Operating Activities

Our primary source of cash provided by operating activities is revenues generated from sales of our products and services. Our primary uses of cash from operating activities include personnel costs and costs related to data and infrastructure used to develop and maintain our products and services.

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: depreciation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, ~~goodwill impairment,~~ stock-based compensation, deferred tax provision, change in the fair value of contingent consideration ~~financing derivatives~~ and warrants liability, ~~loss on extinguishment of debt, non-cash interest expense on the Notes, accretion of debt discount,~~ and amortization of deferred financing costs.

Net cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$36.5~~$7.3 million compared to ~~net cash used in operating activities of $1.1~~$12.4 million for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The ~~increase~~decrease in cash provided by operating activities was ~~primarily~~partially attributable to a net ~~increase~~decrease in cash generated from operating assets and liabilities, ~~of $15.1~~with $2.7 million generated for the three months ended March 31, 2023 as compared to $5.1 million for the ~~nine~~three months ended ~~September 30, 2022 as compared to $22.1 million for the nine months ended September 30, 2021.~~March 31, 2022. The ~~higher~~lower amount of cash generated from operating assets and liabilities in ~~2022~~2023 is primarily reflective of ~~higher revenues, shorter billing cycles,~~aged receivables collected in 2022. Other contributors to the decrease in cash provided by operating activities were lower adjustments for amortization, stock-based compensation expense and ~~improved cash collections during 2022 as~~change in fair value of contingent consideration in 2023 compared to ~~2021. These increases were partially~~2022, offset by ~~higher amounts paid to reduce~~the change in fair value of our ~~outstanding accounts payable and accrued expense balances during 2022 as compared to 2021.~~warrants liability.

Investing Activities

Cash used in investing activities primarily consists of payments related to capitalized internal-use software costs, purchases of computer and network equipment to support our technical infrastructure, and furniture and equipment. 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.

Net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$13.2~~$5.8 million compared to ~~$11.7~~$3.8 million for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The increase in cash used in investing activities was primarily due to an increase in cash paid for capitalized internally developed ~~software.~~software as we increased our focus on product infrastructure and innovation in 2023.

Financing Activities

Net cash used in financing activities during the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$17.6~~$1.7 million compared to ~~$20.5~~$0.7 million during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The ~~decrease~~increase in cash used ~~for~~in financing activities was primarily due to ~~repayment of our Notes and~~ the ~~Secured Term Note, which outflows were partially offset by cash proceeds received from the issuance~~portion of the ~~Preferred Stock (net of related transaction costs), during 2021. These decreases were partially offset by a net increase of $10.8 million in cash dividends paid to holders~~first payment of the ~~Preferred Stock in 2022, reflecting a full annual dividend period, as compared to 2021, which included only a partial dividend period.~~contingent consideration for the Shareablee acquisition initially recorded at fair value and paid during the three months ended March 31, 2023.

Contractual Payment Obligations

We have certain long-term contractual arrangements that have fixed and determinable payment obligations including purchase obligations with MVPDs and connected (Smart) television providers, operating and financing leases, and data storage and bandwidth arrangements.

We have data licensing agreements with a number of MVPDs and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms from one to ~~nine~~eight years. As of ~~September 30, 2022,~~March 31, 2023, the total fixed payment obligations related to set-top box and

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connected (Smart) television data agreements are ~~$301.9~~$293.5 million and ~~$9.8~~$6.4 million, respectively. In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated ~~$11.6~~$6.8 million ~~over~~by the ~~next two years. Balances as~~end of ~~September 30, 2022 do not reflect the impact of the November 6, 2022 amendment to our Charter data licensing agreement, which includes fee credits totaling $7.0 million for 2022 and~~ 2023. ~~For additional information about the Charter amendment, refer to~~ ~~Footnote 12~~, ~~Subsequent Events~~.

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We have both operating and financing leases related to corporate office space and equipment. Our leases have remaining terms from one to ~~six~~five years. As of ~~September 30, 2022,~~March 31, 2023, the total fixed payment obligation related to these agreements is ~~$53.2~~$48.1 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 ~~two years.~~one year. As of ~~September 30, 2022,~~March 31, 2023, the total fixed payment obligation related to this agreement is ~~$12.2~~$7.0 million.

Future Capital Requirements

Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities and dividend payment obligations, and expenses from ongoing compliance efforts and legal matters. To the extent that our existing cash, cash equivalents and operating cash flow, together with savings from repayment of ~~the Notes~~prior debt arrangements and ~~Secured Term Note,~~ cost-reduction initiatives undertaken by our management, ~~and borrowing capacity under our Revolving Credit Agreement,~~ are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing. We may also be required to raise additional funds in order to repay our Revolving Credit Agreement upon maturity or pay a special dividend to holders of our Preferred Stock, as described above. Our history of net losses, as well as disruption and volatility in global capital and credit markets, could impact our ability to access capital resources on terms acceptable to us ~~or allowable under applicable financing arrangements,~~ or at all. If we issue additional equity securities in order to raise additional funds, pay dividends or for other purposes, further dilution to existing stockholders may occur.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the amounts reported in our Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

Refer to the critical accounting estimates disclosed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our ~~2021~~2022 10-K for detailed information about the estimates and assumptions that we consider to be the most critical to an understanding of our financial condition and results of operations. These estimates and assumptions involve significant judgments and uncertainties, and actual results in these areas could differ from our estimates.

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ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. We have outstanding warrants that are subject to market risk. We also have interest rate risk for amounts outstanding under our Revolving Credit Agreement, and we have foreign currency exchange rate risk from our global operations.

Warrants liability financial instrument risk

As a result of having ~~$2.0~~$2.5 million in liability related to outstanding warrants as of ~~September 30, 2022,~~March 31, 2023, which warrants are exercisable for shares of Common Stock under certain conditions, we are subject to market risk. The value of the warrants is impacted by changes in the market price of our Common Stock.

As of ~~September 30, 2022,~~March 31, 2023, a 10% increase in the market price of our Common Stock would result in a $0.5 million increase in the fair value of the Series A Warrants, while a 10% decrease in the market price of our Common Stock would result in a ~~$0.4~~$0.5 million decrease in the fair value of the Series A Warrants.

For further information on our outstanding warrants, refer to Footnote 54, Convertible Redeemable Preferred Stock and Stockholders' Equity.

Interest rate and foreign currency risks

For discussion of the market risk associated with our interest rate and foreign currency risks, refer to Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" within the ~~2021~~2022 10-K.

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ITEM 4.			CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by the Securities Exchange Act of 1934 (the "Exchange Act"), under the supervision and with the participation of our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of ~~September 30, 2022.~~March 31, 2023. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of ~~September 30, 2022,~~March 31, 2023, these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Under Exchange Act Rules 13a-15(d) and 15d-15(d), management is required to evaluate, with the participation of our principal executive officer and our principal financial officer, any changes in internal control over financial reporting that occurred during each fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls

The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting can only provide reasonable, not absolute, assurance that its objectives will be met. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but we cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting in future periods.

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PART II. OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS

Refer to Footnote 1110, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this 10-Q, which is incorporated herein by reference.


ITEM 1A.			RISK FACTORS

An investment in our Common Stock involves a substantial risk of loss. In addition to the information in this report, you should carefully consider the risks discussed in Item 1A, "Risk Factors" of our ~~2021~~2022 10-K before you decide whether to invest in our stock. The risks identified below and in our ~~2021~~2022 10-K could materially and adversely affect our business, financial condition and operating results. In that case, the trading price of our Common Stock could decline, and you could lose part or all of your investment. The risks described below and in our ~~2021~~2022 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and operating results, and may result in the loss of part or all of your investment.

~~Our restructuring activities and cost reduction initiatives may not deliver the expected results and could disrupt our business operations~~.

Achieving our long-term revenue and profitability goals depends significantly on our ability to allocate resources in line with our strategic objectives and control our operating costs. As described in ~~Footnote~~ 10, ~~Organizational Restructuring~~ ~~of the Notes to Condensed Consolidated Financial Statements included in Part I,~~ ~~Item 1~~ of this 10-Q, we recently communicated a workforce reduction as part of our broader efforts to improve cost efficiency and better align our operating structure and resources with strategic priorities (collectively, the "Restructuring Plan"). In addition to employee terminations, the Restructuring Plan is expected to include the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce our data center footprint; and reduction of other operating expenses, including software and facility costs. We may also determine to exit certain activities in certain geographic regions in order to more effectively align resources with business priorities.

If we are not able to implement the Restructuring Plan as currently contemplated, if the Restructuring Plan does not generate the expected cost savings, or if we incur higher than expected costs to implement the Restructuring Plan, our business and financial results could be adversely affected. Moreover, some of the organizational and operational changes we are making in connection with the Restructuring Plan will require careful management to avoid disrupting customer, partner and employee relationships. If we do not successfully manage our restructuring activities, including the Restructuring Plan, the expected benefits may be delayed or not realized, and our operations and business could be disrupted.

~~Macroeconomic factors could adversely affect our business and financial results.~~

Our business depends on the health of the media and advertising industries in which we operate. The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general. In recent months, macroeconomic factors such as inflation, rising interest rates and supply chain disruptions have caused some advertisers to reduce or delay advertising expenditures. These declines, which may continue in future periods, have a direct impact on demand for our products, which measure advertising campaigns and audiences across platforms.

Sustained reductions in advertising spending could result in customers terminating their subscriptions for our products, delaying renewals, or renewing on terms less favorable to us. Furthermore, our newer products, for which we recognize revenue based on impressions used, may be subject to higher fluctuations in revenue from changes in our customers' advertising budgets and spending. Macroeconomic factors could also increase our costs, reducing margins and preventing us from meeting our profitability goals. Finally, these factors make it difficult for us to predict our future revenue and costs, which could result in misallocation of resources or operating inefficiencies that could harm our business. The extent of the impact of these macroeconomic factors on our business is uncertain and may continue to adversely affect our operations and financial results.

~~We face risks related to the Russian invasion of Ukraine, including from the resulting geopolitical effects.~~

The Russian invasion of Ukraine has resulted in worldwide geopolitical and macroeconomic uncertainty. The United States and others have imposed financial and economic sanctions on certain industry sectors and parties in and associated with Russia and Belarus, and additional sanctions continue to be proposed and adopted. Compliance with the evolving sanctions and export controls regime is complex and may lead to increased regulatory scrutiny, particularly with respect to data collection and data transfer in affected regions. The conflict may also heighten risks relating to employee safety, cybersecurity incidents or disruptions to our information systems, operational costs, reputational damage and potential retaliatory action by the Russian government or other actors. As the situation develops and the regulatory environment continues to evolve, we may adjust our business practices as required or appropriate to respond to the changes. While we do not currently expect the conflict to have a direct material impact on our business, it is not possible to predict the broader consequences, which could include additional sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on the global economy or on our business and operations, as well as those

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~~of our customers, partners and third-party service providers. Further, the effects of the ongoing conflict could serve to heighten many of the known risks we described in~~ ~~Item 1A, "Risk Factors" of our 2021 10-K.~~

Our outstanding securities, the stock or securities that we may ~~become obligated to~~ issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.

Our existing stockholders have and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of ~~September 30, 2022,~~March 31, 2023, our Preferred Stock was convertible into an aggregate of ~~84,126,583~~87,255,755 shares of Common Stock at the election of the holders. Furthermore, we have reserved 5,457,026 shares of Common Stock for issuance pursuant to our Series A ~~Warrants.~~Warrants, which are subject to adjustment upon certain issuances of capital stock. We have also issued 8,066,876 shares of Common Stock for distribution to the selling stockholders of Shareablee (which we acquired in December 2021)~~. In addition,~~, and we may elect to pay any deferred consideration due to the Shareablee sellers in ~~2022,~~ 2023 and 2024 in shares of Common Stock. In addition, we have proposed that our stockholders adopt an amendment to the Certificate of Designations of our Preferred Stock to permit payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock (which would be convertible into shares of Common Stock) or a combination thereof.

As of ~~September 30, 2022, 2,322,861~~March 31, 2023, 2,241,980 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), ~~4,964,952~~7,182,468 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including assumed Shareablee awards and an employment inducement award we granted in 2021), ~~5,204,437~~158,489 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan ("2018 Plan") and ~~176,228~~178,832 shares of Common Stock were available for future equity awards under our acquired Shareablee plan. Additionally, we have proposed that our stockholders approve an amendment to the 2018 Plan to increase the number of shares available for grant under the 2018 Plan by 10,000,000.

The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) upon the exercise of warrants, (iii) as deferred consideration to the Shareablee sellers, (iv) pursuant to outstanding and future equity awards, or (v) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.


ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Unregistered Sales of Equity Securities during the ~~Nine~~Three Months Ended ~~September 30, 2022~~March 31, 2023

On May 16, 2022, we issued 121,357 shares of Common Stock to certain former holders of capital stock and warrants of Shareablee, Inc. (which we acquired in December 2021) in connection with a working capital adjustment. The issuance of shares was made in reliance upon an exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended.None.

(b) Use of Proceeds from Sale of Registered Equity Securities

None.


ITEM 3.			DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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ITEM 4.			MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.			OTHER INFORMATION

Not applicable.

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ITEM 6.			EXHIBITS


Exhibit No.						Exhibit Document

3.1						Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-1, as amended, filed June 12, 2007) (File No. 333-141740)

3.2						Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, filed June 4, 2018) (File No. 333-225400)

3.3						Certificate of Designation of Series A Junior Participating Preferred Stock of comScore, Inc., as filed with the Secretary of State of the State of Delaware on February 9, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed February 9, 2017) (File No. 001-33520)

3.4						Certificate of Elimination of Designation of Series A Junior Participating Preferred Stock of comScore, Inc., as filed with the Secretary of State of the State of Delaware on September 29, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed October 4, 2017) (File No. 001-33520)

3.5						Certificate of Amendment to Amended and Restated Certificate of Incorporation of comScore, Inc., dated March 10, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No. 001-33520)

3.6						Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No. 001-33520)

3.7						Amended and Restated Bylaws of comScore, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed August 10, 2018) (File No. 001-33520)

10.1*10.1						~~Letter~~Second Amendment, dated as of February 24, 2023, to the Credit Agreement ~~dated July 5, 2022, by and between~~among comScore, Inc. (as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America, N.A. (as Administrative Agent), and ~~Jonathan Carpenter~~the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed ~~July 8, 2022) (File No. 001-33520)~~

10.2*						First Amendment to the comScore, Inc. Change of Control Agreement, effective as of July 6, 2022, by and between comScore, Inc. and Jonathan Carpenter (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

10.3*						First Amendment to the comScore, Inc. Severance Agreement, effective as of July 6, 2022, by and between comScore, Inc. and Jonathan Carpenter (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

10.4*						Letter Agreement, dated July 5, 2022, by and between comScore, Inc. and Mary Margaret Curry (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

10.5*						Change of Control Agreement, effective as of July 6, 2022, by and between comScore, Inc. and Mary Margaret Curry (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

10.6*						Severance Agreement, effective as of July 6, 2022, by and between comScore, Inc. and Mary Margaret Curry (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed July 8, 2022) (File No. 001-33520)

10.7*						~~Form of Performance Restricted Stock Units Award Agreement for CEO(incorporated by reference to Exhibit10.8~~ ~~to the Registrant's Quarterly Report on Form 10-Q, filed August~~ 9 ~~, 2022) (File No. 001-33520)~~

10.8*						~~Form of Performance Restricted Stock Units Award Agreement for CFO(incorporated by reference to Exhibit~~ ~~10.9~~ ~~to the Registrant's Quarterly Report on Form 10-Q, filed August~~ 9 ~~, 2022) (File No. 001-33520)~~

10.9*						Letter Agreement, dated August 22, 2022, by and between comScore, Inc. and Greg Dale (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No. 001-33520)

10.10*						Change of Control Agreement, effective as of August 23, 2022, by and between comScore, Inc. and Greg Dale (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No. 001-33520)

10.11*						Severance Agreement, effective as of August 23, 2022, by and between comScore, Inc. and Greg Dale (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No. 001-33520)

~~10.12*+~~						~~Form of Performance Restricted Stock Units Award Agreement for COO~~

~~10.13*+~~						~~Change of Control Agreement, effective as of May~~February 28, ~~2019, by and between comScore, Inc. and David Algranati~~

~~10.14*+~~						~~Severance Agreement, effective as of May 28, 2019, by and between comScore, Inc. and David Algranati~~

10.15*						Separation and General Release Agreement, dated August 25, 2022, by and between comScore, Inc. and Chris Wilson (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed August 26, 2022) (File No. 001-33520)

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~~10.16^~~						Second Amendment to Data License Agreement, dated as of November 6, 2022, by and between comScore, Inc. and Charter Communications Operating, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed November 7, 2022)2023) (File No. 001-33520)

31.1+						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2+						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

+ Filed or furnished herewith

~~^ Specific terms in this exhibit (indicated therein by asterisks) have been omitted because such terms are both not material and of the type that the Registrant treats as private and confidential.~~

* Management contract or compensatory plan or arrangement

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMSCORE, INC.

By:

/s/ Mary Margaret Curry

Mary Margaret Curry

Chief Financial Officer and Treasurer

(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)

~~November 8, 2022~~May 9, 2023

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Cautionary Note Regarding Forward Looking Statements			i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			1914
Item 3. Quantitative and Qualitative Disclosures about Market Risk			2921
Item 4. Controls and Procedures			3022
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			3123
Item 1A. Risk Factors			3123
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3223
Item 3. Defaults Upon Senior Securities			3223
Item 4. Mine Safety Disclosures			3224
Item 5. Other Information			3224
Item 6. Exhibits			3325
SIGNATURE			3526


	As of September 30,
	2022		2021
Cash and cash equivalents	$	25,086	$	15,940
Restricted cash	425		794
Total cash, cash equivalents and restricted cash	$	25,511	$	16,734


(In thousands)	Contingent Consideration Liability		Warrants Liability
Balance as of December 31, 2021	$	5,600	$	10,520

Total loss (gain) recognized due to remeasurement (1)	2,348		(8,471)
Transfer to Level 2 (2)	(7,948)		—

Balance as of September 30, 2022	$	—	$	2,049


(In thousands)	Interest Make-whole Derivative Liability		Financing Derivative Liabilities		Warrants Liability
Balance as of December 31, 2020	$	871	$	11,300	$	2,831

Total loss (gain) recognized due to remeasurement (1)	150		(1,800)		10,938
Settlement or derecognition upon extinguishment of host debt (2)	(1,021)		(9,500)		—
Balance as of September 30, 2021	$	—	$	—	$	13,769