scor-20210331
false2021Q1000115817212/31P9MP1YP1Yfive years00011581722021-01-012021-03-31xbrli:shares00011581722021-05-04iso4217:USD00011581722021-03-3100011581722020-12-310001158172us-gaap:InvestorMember2021-03-310001158172us-gaap:InvestorMember2020-12-31iso4217:USDxbrli:shares00011581722020-01-012020-03-310001158172us-gaap:CostOfSalesMember2021-01-012021-03-310001158172us-gaap:CostOfSalesMember2020-01-012020-03-310001158172us-gaap:SellingAndMarketingExpenseMember2021-01-012021-03-310001158172us-gaap:SellingAndMarketingExpenseMember2020-01-012020-03-310001158172us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-03-310001158172us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-03-310001158172us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-03-310001158172us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-03-310001158172us-gaap:CommonStockMember2020-12-310001158172us-gaap:AdditionalPaidInCapitalMember2020-12-310001158172us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001158172us-gaap:RetainedEarningsMember2020-12-310001158172us-gaap:TreasuryStockMember2020-12-310001158172us-gaap:RetainedEarningsMember2021-01-012021-03-310001158172us-gaap:CommonStockMember2021-01-012021-03-310001158172us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001158172us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001158172us-gaap:CommonStockMember2021-03-310001158172us-gaap:AdditionalPaidInCapitalMember2021-03-310001158172us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001158172us-gaap:RetainedEarningsMember2021-03-310001158172us-gaap:TreasuryStockMember2021-03-310001158172us-gaap:CommonStockMember2019-12-310001158172us-gaap:AdditionalPaidInCapitalMember2019-12-310001158172us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001158172us-gaap:RetainedEarningsMember2019-12-310001158172us-gaap:TreasuryStockMember2019-12-3100011581722019-12-310001158172us-gaap:RetainedEarningsMember2020-01-012020-03-310001158172us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-03-310001158172us-gaap:CommonStockMember2020-01-012020-03-310001158172us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310001158172us-gaap:CommonStockMember2020-03-310001158172us-gaap:AdditionalPaidInCapitalMember2020-03-310001158172us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-310001158172us-gaap:RetainedEarningsMember2020-03-310001158172us-gaap:TreasuryStockMember2020-03-3100011581722020-03-310001158172us-gaap:ConvertibleNotesPayableMember2021-01-012021-03-310001158172us-gaap:ConvertibleNotesPayableMember2020-01-012020-03-310001158172us-gaap:NotesPayableOtherPayablesMember2021-01-012021-03-310001158172us-gaap:NotesPayableOtherPayablesMember2020-01-012020-03-310001158172us-gaap:InvestorMember2021-01-012021-03-310001158172us-gaap:InvestorMember2020-01-012020-03-31scor:segment0001158172us-gaap:ConvertiblePreferredStockMemberus-gaap:PrivatePlacementMemberscor:CharterCommunicationsHoldingCompanyLLCMember2021-03-102021-03-100001158172scor:QurateRetailIncMemberus-gaap:ConvertiblePreferredStockMemberus-gaap:PrivatePlacementMember2021-03-102021-03-100001158172us-gaap:ConvertiblePreferredStockMemberus-gaap:PrivatePlacementMemberscor:PineInvestorLLCMember2021-03-102021-03-100001158172us-gaap:PrivatePlacementMember2019-06-262019-06-26scor:series_of_warrant00011581722019-10-142019-10-14xbrli:pure0001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2019-01-3000011581722021-03-102021-03-1000011581722021-03-100001158172srt:ScenarioForecastMember2021-07-012021-07-010001158172scor:RatingsandPlanningMember2021-01-012021-03-310001158172scor:RatingsandPlanningMember2020-01-012020-03-310001158172scor:AnalyticsandOptimizationMember2021-01-012021-03-310001158172scor:AnalyticsandOptimizationMember2020-01-012020-03-310001158172scor:MoviesReportingandAnalyticsMember2021-01-012021-03-310001158172scor:MoviesReportingandAnalyticsMember2020-01-012020-03-310001158172country:USsrt:ReportableGeographicalComponentsMember2021-01-012021-03-310001158172country:USsrt:ReportableGeographicalComponentsMember2020-01-012020-03-310001158172srt:EuropeMembersrt:ReportableGeographicalComponentsMember2021-01-012021-03-310001158172srt:EuropeMembersrt:ReportableGeographicalComponentsMember2020-01-012020-03-310001158172srt:ReportableGeographicalComponentsMembercountry:CA2021-01-012021-03-310001158172srt:ReportableGeographicalComponentsMembercountry:CA2020-01-012020-03-310001158172srt:LatinAmericaMembersrt:ReportableGeographicalComponentsMember2021-01-012021-03-310001158172srt:LatinAmericaMembersrt:ReportableGeographicalComponentsMember2020-01-012020-03-310001158172srt:ReportableGeographicalComponentsMemberscor:OtherCountryMember2021-01-012021-03-310001158172srt:ReportableGeographicalComponentsMemberscor:OtherCountryMember2020-01-012020-03-310001158172us-gaap:TransferredOverTimeMember2021-01-012021-03-310001158172us-gaap:TransferredOverTimeMember2020-01-012020-03-310001158172us-gaap:TransferredAtPointInTimeMember2021-01-012021-03-310001158172us-gaap:TransferredAtPointInTimeMember2020-01-012020-03-310001158172scor:ContractwithCustomerLiabilityCurrentMember2021-01-012021-03-310001158172scor:ContractwithCustomerLiabilityCurrentMember2020-01-012020-03-3100011581722021-04-012021-03-3100011581722022-01-012021-03-3100011581722023-01-012021-03-310001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2018-12-3100011581722018-12-310001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2018-01-012018-12-310001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2019-04-030001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2021-01-252021-01-250001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2021-03-102021-03-100001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2021-03-092021-03-090001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2021-01-012021-03-100001158172us-gaap:NondesignatedMemberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-100001158172us-gaap:MeasurementInputDiscountRateMemberus-gaap:NondesignatedMemberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-100001158172scor:StarboardValueLPMemberus-gaap:ConvertibleNotesPayableMemberscor:StarboardNotesMember2021-01-012021-03-310001158172us-gaap:NotesPayableOtherPayablesMemberscor:SecuredTermNoteMember2019-12-310001158172us-gaap:NotesPayableOtherPayablesMemberscor:SecuredTermNoteMember2021-03-102021-03-100001158172us-gaap:NotesPayableOtherPayablesMemberscor:SecuredTermNoteMember2021-01-012021-03-310001158172us-gaap:LetterOfCreditMemberscor:WellsFargoBankN.A.Member2021-03-310001158172scor:SaleLeasebackTransactionMember2019-06-012019-06-300001158172scor:SaleLeasebackTransactionMember2021-03-310001158172us-gaap:PrivatePlacementMember2019-06-260001158172scor:SeriesAWarrantMember2019-10-142019-10-140001158172scor:SeriesAWarrantMemberus-gaap:PrivatePlacementMember2019-06-262019-06-260001158172scor:SeriesAWarrantMemberus-gaap:PrivatePlacementMember2019-06-260001158172scor:SeriesAWarrantMemberus-gaap:PrivatePlacementMember2021-03-100001158172scor:SeriesAWarrantMember2021-03-310001158172scor:SeriesAWarrantMember2021-01-012021-03-310001158172us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-03-310001158172us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310001158172us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:MoneyMarketFundsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:FairValueInputsLevel1Memberscor:SeriesAWarrantMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172scor:SeriesAWarrantMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-03-310001158172scor:SeriesAWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172scor:SeriesAWarrantMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:FairValueInputsLevel1Memberscor:SeriesAWarrantMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172scor:SeriesAWarrantMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310001158172scor:SeriesAWarrantMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172scor:SeriesAWarrantMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:NondesignatedMemberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-03-310001158172us-gaap:NondesignatedMemberus-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:NondesignatedMemberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:NondesignatedMemberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310001158172us-gaap:NondesignatedMemberus-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:NondesignatedMemberus-gaap:InterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:FairValueInputsLevel1Memberscor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-03-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:FairValueInputsLevel1Memberscor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-03-310001158172us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:FairValueMeasurementsRecurringMember2021-03-310001158172us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310001158172us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:FairValueMeasurementsRecurringMember2020-12-310001158172us-gaap:FairValueInputsLevel1Member2021-03-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueInputsLevel3Member2020-12-310001158172us-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel3Member2020-12-310001158172us-gaap:WarrantMemberus-gaap:FairValueInputsLevel3Member2020-12-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueInputsLevel3Member2021-01-012021-03-310001158172us-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel3Member2021-01-012021-03-310001158172us-gaap:WarrantMemberus-gaap:FairValueInputsLevel3Member2021-01-012021-03-310001158172scor:InterestMakeWholeDerivativeLiabilityMemberus-gaap:FairValueInputsLevel3Member2021-03-310001158172us-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel3Member2021-03-310001158172us-gaap:WarrantMemberus-gaap:FairValueInputsLevel3Member2021-03-310001158172us-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel3Member2019-12-310001158172us-gaap:WarrantMemberus-gaap:FairValueInputsLevel3Member2019-12-310001158172us-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel3Member2020-01-012020-03-310001158172us-gaap:WarrantMemberus-gaap:FairValueInputsLevel3Member2020-01-012020-03-310001158172us-gaap:DerivativeFinancialInstrumentsLiabilitiesMemberus-gaap:FairValueInputsLevel3Member2020-03-310001158172us-gaap:WarrantMemberus-gaap:FairValueInputsLevel3Member2020-03-310001158172us-gaap:InterestRateContractMemberus-gaap:FairValueInputsLevel3Member2020-01-012020-03-310001158172scor:QualifyingChangeOfControlMemberus-gaap:FairValueInputsLevel3Member2020-01-012020-03-310001158172us-gaap:WarrantMemberscor:SeriesAWarrantMemberus-gaap:FairValueInputsLevel3Member2020-01-012020-03-310001158172us-gaap:WarrantMemberscor:SeriesB2WarrantMemberus-gaap:FairValueInputsLevel3Member2020-01-012020-03-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:MeasurementInputSharePriceMemberus-gaap:FairValueInputsLevel3Member2021-03-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:MeasurementInputSharePriceMemberus-gaap:FairValueInputsLevel3Member2020-12-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:MeasurementInputExercisePriceMemberus-gaap:FairValueInputsLevel3Member2021-03-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:MeasurementInputExercisePriceMemberus-gaap:FairValueInputsLevel3Member2020-12-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2021-03-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMember2020-12-31utr:Y0001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:MeasurementInputExpectedTermMemberus-gaap:FairValueInputsLevel3Member2021-03-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:MeasurementInputExpectedTermMemberus-gaap:FairValueInputsLevel3Member2020-12-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:MeasurementInputRiskFreeInterestRateMemberus-gaap:FairValueInputsLevel3Member2021-03-310001158172us-gaap:WarrantMemberscor:OptionPricingModelValuationTechniqueMemberus-gaap:MeasurementInputRiskFreeInterestRateMemberus-gaap:FairValueInputsLevel3Member2020-12-310001158172us-gaap:InvestorMemberscor:WPPplcMember2021-03-310001158172us-gaap:InvestorMemberscor:WPPplcMember2021-01-012021-03-310001158172srt:AffiliatedEntityMemberscor:LightspeedMember2021-01-012021-03-310001158172srt:AffiliatedEntityMemberscor:LightspeedMember2021-03-310001158172us-gaap:InvestorMemberscor:WPPplcMember2020-01-012020-03-310001158172us-gaap:InvestorMemberus-gaap:CostOfSalesMemberscor:WPPplcMember2021-01-012021-03-310001158172us-gaap:InvestorMemberus-gaap:CostOfSalesMemberscor:WPPplcMember2020-01-012020-03-310001158172us-gaap:InvestorMemberscor:WPPplcMember2020-12-310001158172us-gaap:InvestorMemberscor:PineInvestorLLCMember2021-03-310001158172us-gaap:InvestorMemberscor:QurateRetailIncMember2021-03-310001158172us-gaap:InvestorMemberscor:CharterCommunicationsHoldingCompanyLLCMember2021-03-31scor:director0001158172srt:AffiliatedEntityMemberscor:CharterCommunicationsOperatingLLCMember2021-03-102021-03-100001158172srt:AffiliatedEntityMemberscor:CharterCommunicationsOperatingLLCMemberscor:LicenseFeesMembersrt:MinimumMember2021-03-102021-03-100001158172srt:AffiliatedEntityMemberscor:CharterCommunicationsOperatingLLCMemberscor:LicenseFeesMembersrt:MaximumMember2021-03-102021-03-100001158172us-gaap:InvestorMemberscor:CharterCommunicationsHoldingCompanyLLCMember2021-01-012021-03-310001158172us-gaap:InvestorMemberus-gaap:CostOfSalesMemberscor:CharterCommunicationsHoldingCompanyLLCMember2021-01-012021-03-310001158172us-gaap:InvestorMemberscor:QurateRetailIncMember2021-01-012021-03-310001158172scor:StarboardValueLPMemberus-gaap:BeneficialOwnerMember2018-01-162018-01-160001158172scor:StarboardValueLPMemberus-gaap:BeneficialOwnerMember2021-03-310001158172us-gaap:InvestorMemberscor:StarboardValueLPMember2021-01-012021-03-310001158172us-gaap:InvestorMemberscor:StarboardValueLPMember2020-01-012020-03-310001158172us-gaap:InvestorMemberscor:StarboardValueLPMember2021-03-310001158172scor:PrivacyClassActionLitigationMemberus-gaap:SettledLitigationMember2020-02-262020-02-260001158172us-gaap:SubsequentEventMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-05-052021-05-050001158172us-gaap:SubsequentEventMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-05-050001158172us-gaap:SubsequentEventMemberus-gaap:LineOfCreditMemberus-gaap:LetterOfCreditMember2021-05-05
Table of Contents

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 March 31, 2021
or
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)
(703438-2000
(Registrant's Telephone Number, Including Area Code)
_____________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $0.001 per shareSCORNASDAQ 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 May 4, 2021, there were 80,686,147 shares of the registrant's Common Stock outstanding.


Table of Contents

COMSCORE, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2021
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; 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 business continuity, financing and capital expenditures; expectations regarding liquidity, customer payments and compliance with financing covenants and other payment obligations; expectations regarding enhanced commercial relationships and the development and introduction of new products; effects of restructuring, remote work arrangements and other employment actions; regulatory compliance and expected changes in the regulatory or privacy landscape affecting our business; expected impact of litigation and regulatory proceedings; and plans for stabilization, 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, 2020; 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.
i

Table of Contents


PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
COMSCORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and par value data)
As ofAs of
 March 31, 2021December 31, 2020
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$29,075 $31,126 
Restricted cash4,797 19,615 
Accounts receivable, net of allowances of $1,711 and $2,757, respectively ($1,868 and $4,045 of accounts receivable attributable to related parties, respectively)
61,540 69,379 
Prepaid expenses and other current assets ($811 and $1,496 attributable to related parties, respectively)
12,048 16,910 
Total current assets107,460 137,030 
Property and equipment, net 30,286 30,973 
Operating right-of-use assets30,656 28,959 
Goodwill 417,339 418,327 
Intangible assets, net 45,901 52,340 
Deferred tax assets 2,787 2,741 
Other non-current assets9,207 7,600 
Total assets$643,636 $677,970 
Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity
Current liabilities:
Accounts payable ($7,296 and $2,817 attributable to related parties, respectively)
$36,843 $36,640 
Accrued expenses ($6,348 and $835 attributable to related parties, respectively)
50,674 48,380 
Contract liabilities ($2,168 and $3,538 attributable to related parties, respectively)
54,472 58,529 
Customer advances14,567 12,477 
Warrants liability12,832 2,831 
Current operating lease liabilities6,551 7,024 
Secured term note 12,644 
Other current liabilities ($935 and $ attributable to related parties, respectively)
5,248 5,750 
Total current liabilities181,187 184,275 
Non-current operating lease liabilities38,212 36,127 
Non-current contract liabilities3,936 4,156 
Deferred tax liabilities1,331 627 
Senior secured convertible notes (related party) 192,895 
Financing derivatives (related party) 11,300 
Other non-current liabilities ($2,183 and $6,120 attributable to related parties, respectively)
12,379 19,600 
Total liabilities237,045 448,980 
Commitments and contingencies
Convertible redeemable preferred stock, $0.001 par value; 82,527,609 and zero shares authorized, issued and outstanding as of March 31, 2021 and December 31, 2020, respectively; aggregate liquidation preference of $204,935 as of March 31, 2021 (related parties)
188,183  
Stockholders' equity:
Preferred stock, $0.001 par value; 7,472,391 and 5,000,000 shares authorized as of March 31, 2021 and December 31, 2020, respectively; no shares issued or outstanding as of March 31, 2021 or December 31, 2020
  
Common stock, $0.001 par value; 275,000,000 and 150,000,000 shares authorized as of March 31, 2021 and December 31, 2020, respectively; 87,450,943 shares issued and 80,686,147 shares outstanding as of March 31, 2021, and 79,703,342 shares issued and 72,938,546 shares outstanding as of December 31, 2020
81 73 
Additional paid-in capital1,650,837 1,621,986 
Accumulated other comprehensive loss(9,181)(7,030)
Accumulated deficit(1,193,345)(1,156,055)
Treasury stock, at cost, 6,764,796 shares as of March 31, 2021 and December 31, 2020
(229,984)(229,984)
Total stockholders' equity218,408 228,990 
Total liabilities, convertible redeemable preferred stock and stockholders' equity$643,636 $677,970 
See accompanying Notes to Condensed Consolidated Financial Statements.
1

Table of Contents

COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except share and per share data)
 Three Months Ended March 31,
20212020
Revenues (1)
$90,330 $89,528 
Cost of revenues (1) (2) (3) (4)
52,702 45,798 
Selling and marketing (2) (3) (4)
17,827 19,213 
Research and development (2) (3) (4)
10,353 10,136 
General and administrative (2) (3) (4)
14,468 15,543 
Amortization of intangible assets6,439 6,918 
Impairment of right-of-use and long-lived assets 4,671 
Total expenses from operations101,789 102,279 
Loss from operations(11,459)(12,751)
Loss on extinguishment of debt (1)
(9,629) 
Other (expense) income, net(8,274)7,194 
Interest expense, net (1)
(7,045)(8,846)
Gain from foreign currency transactions1,074 804 
Loss before income taxes(35,333)(13,599)
Income tax (provision) benefit(1,022)415 
Net loss$(36,355)$(13,184)
Net loss available to common stockholders:
Net loss$(36,355)$(13,184)
Convertible redeemable preferred stock dividends accrued but not yet paid (1)
(935) 
Total net loss available to common stockholders$(37,290)$(13,184)
Net loss per common share:
Basic and diluted$(0.49)$(0.19)
Weighted-average number of shares used in per share calculation - Common Stock:
Basic and diluted76,147,342 70,127,939 
Comprehensive loss:
Net loss$(36,355)$(13,184)
Other comprehensive loss:
Foreign currency cumulative translation adjustment(2,151)(2,873)
Total comprehensive loss$(38,506)$(16,057)
(1) Transactions with related parties are included in the line items above (refer to Footnote 8, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information).
(2) Excludes amortization of intangible assets, which is presented as a separate line item.
(3) Stock-based compensation expense is included in the line items above as follows:
Three Months Ended March 31,
20212020
Cost of revenues$855 $209 
Selling and marketing955 609 
Research and development642 56 
General and administrative2,485 1,784 
Total stock-based compensation expense$4,937 $2,658 







2

Table of Contents

(4) Lease cost, net of sublease income, is included in the line items above as follows:
Three Months Ended March 31,
20212020
Operating lease cost
Cost of revenues$815 $891 
Selling and marketing905 1,099 
Research and development615 601 
General and administrative443 683 
Total operating lease cost$2,778 $3,274 
Amortization of right-of-use assets
Cost of revenues$328 $285 
Selling and marketing49 41 
Research and development40 44 
General and administrative26 20 
Total amortization of right-of-use assets$443 $390 
See accompanying Notes to Condensed Consolidated Financial Statements.
3

Table of Contents

COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(Unaudited)
 (In thousands, except share data)
Convertible Redeemable Preferred StockCommon StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Treasury stock, at costTotal
Stockholders'
Equity
SharesAmountSharesAmount
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 82,527,609 188,183 — — — — — — — 
Convertible redeemable preferred stock dividends accrued but not yet paid — — — — — — (935)— (935)
Interest paid in Common Stock— — 4,165,781 4 10,808 — — — 10,812 
Conversion shares issued as extinguishment cost on senior secured convertible notes— — 3,150,000 3 9,605 — — — 9,608 
Restricted stock units distributed— — 442,051 1 — — — — 1 
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)
Payments for taxes related to net share settlement of equity awards— — (10,231)— (37)— — — (37)
Balance as of March 31, 202182,527,609 $188,183 80,686,147 $81 $1,650,837 $(9,181)$(1,193,345)$(229,984)$218,408 
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Treasury stock, at costTotal
Stockholders'
Equity
SharesAmount
Balance as of December 31, 201970,065,130 $70 $1,609,358 $(12,333)$(1,108,137)$(229,984)$258,974 
Net loss— — — — (13,184)— (13,184)
Foreign currency translation adjustment— — — (2,873)— — (2,873)
Restricted stock units distributed157,384 — — — — — — 
Payments for taxes related to net share settlement of equity awards(15,597)— (65)— — — (65)
Amortization of stock-based compensation— — 2,609 — — — 2,609 
Balance as of March 31, 202070,206,917 $70 $1,611,902 $(15,206)$(1,121,321)$(229,984)$245,461 
See accompanying Notes to Condensed Consolidated Financial Statements.
4

Table of Contents

COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Three Months Ended March 31,
20212020
Operating activities:
Net loss$(36,355)$(13,184)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Change in fair value of warrants liability10,001 (4,651)
Loss on extinguishment of debt9,629  
Amortization of intangible assets 6,439 6,918 
Stock-based compensation expense4,937 2,658 
Non-cash interest expense on senior secured convertible notes (related party)4,692  
Depreciation4,054 3,384 
Accretion of debt discount1,620 1,769 
Non-cash operating lease expense1,262 1,369 
Deferred tax provision638 42 
Amortization expense of finance leases443 390 
Amortization of deferred financing costs320 348 
Change in fair value of financing derivatives(1,800)(2,387)
Impairment of right-of-use and long-lived assets 4,671 
Other 120 492 
Changes in operating assets and liabilities:
Accounts receivable7,326 2,820 
Prepaid expenses and other assets3,119 (1,022)
Accounts payable, accrued expenses and other liabilities4,970 (9,522)
Contract liabilities and customer advances(2,085)2,893 
Operating lease liabilities(1,442)(1,769)
Net cash provided by (used in) operating activities17,888 (4,781)
Investing activities:
Capitalized internal-use software costs(3,535)(3,872)
Purchases of property and equipment(157)(45)
Net cash used in investing activities(3,692)(3,917)
Financing activities:
Principal payment and extinguishment costs on senior secured convertible notes (related party)(204,014) 
Principal payment and extinguishment costs on secured term note(14,031) 
Principal payments on finance leases(466)(407)
Principal payments on software license arrangements(112)(77)
Payments for taxes related to net share settlement of equity awards(37)(65)
Proceeds from issuance of convertible redeemable preferred stock, net of issuance costs (related parties)188,183  
Net cash used in financing activities(30,477)(549)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(588)(927)
Net decrease in cash, cash equivalents and restricted cash(16,869)(10,174)
Cash, cash equivalents and restricted cash at beginning of period50,741 66,773 
Cash, cash equivalents and restricted cash at end of period$33,872 $56,599 
As of March 31,
20212020
Cash and cash equivalents$29,075 $36,927 
Restricted cash4,797 19,672 
Total cash, cash equivalents and restricted cash $33,872 $56,599 

5

Table of Contents

Three Months Ended March 31,
20212020
Supplemental cash flow disclosures:
Interest paid ($ and $6,120 attributable to related party, respectively)
$462 $6,795 
Income taxes paid, net of refunds335 338 
Supplemental disclosures of non-cash investing and financing activities:
Interest paid in Common Stock (related party)$10,812 $ 
Conversion shares issued as extinguishment cost on senior secured convertible notes (related party)9,608  
Settlement of restricted stock unit liability7,118  
Right-of-use assets obtained in exchange for operating lease liabilities2,977  
Convertible redeemable preferred stock dividends accrued but not yet paid (related parties)935  
Change in accounts payable and accrued expenses related to capital expenditures553 423 
See accompanying Notes to Condensed Consolidated Financial Statements.
6

Table of Contents

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.
Uses and Sources of Liquidity and Management's Plans
The Company's primary need for liquidity is to fund working capital requirements and capital expenditures of its business. The Company has secured the following long-term financing in order to increase its available working capital:
On January 7, 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"). The issuance of securities pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. At the closing of the Transactions, the Company issued and sold (a) to Charter, 27,509,203 shares of Series B Convertible Preferred Stock ("Preferred Stock") in exchange for $68.0 million, (b) to Qurate, 27,509,203 shares of Preferred Stock in exchange for $68.0 million and (c) to Pine, 27,509,203 shares of Preferred Stock in exchange for $68.0 million. The proceeds from the Transactions were used to repay the Company's senior secured convertible notes. In addition, the Company repaid its secured term note and certain transaction-related expenses with cash from its balance sheet. For additional information on the Transactions and related debt extinguishment, refer to Footnote 4, Debt and Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity.
On June 26, 2019, the Company issued 2,728,513 shares of Common Stock and four series of warrants in a private placement to CVI Investments, Inc. ("CVI") in exchange for gross cash proceeds of $20.0 million. On October 14, 2019, the Company issued 2,728,513 shares of Common Stock to CVI upon exercise by CVI of the Series C warrant. On March 10, 2021, upon closing of the Transactions, the exercise price of the Series A warrant was adjusted pursuant to an antidilution provision in the warrant. For additional information, refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity.
Repayment of the senior secured convertible notes and the secured term note strengthened the Company's financial position and resulted in the termination of the affirmative and negative covenants set forth in those instruments, including covenants requiring maintenance of certain minimum cash balances. In addition, repayment eliminated the 12.0% annual interest payable under the senior secured convertible notes, which was replaced by a 7.5% annual dividend payable on the Preferred Stock.
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.
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
7

Table of Contents

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, 2020 (the "2020 10-K"). The Condensed Consolidated Results of Operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2021 or thereafter. All references to March 31, 2021 and 2020 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 financing-related liabilities and warrants, the allowance for doubtful accounts, 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.
Due to the inherent uncertainty involved in making estimates, particularly in the current environment, 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.
Loss on Extinguishment of Debt
The Company applies the provisions of Accounting Standards Codification ("ASC") 470, Debt, to determine whether amendments to, or repayments of, its debt agreements should be accounted for as a modification or extinguishment event. 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.
In the three months ended March 31, 2021, the Company recorded a $9.6 million loss on debt extinguishment related to the payoff of the senior secured convertible notes (the "Notes") and the secured promissory note (the "Secured Term Note") on March 10, 2021. These transactions are described in Footnote 4, Debt.
Other (Expense) Income, Net
 Three Months Ended March 31,
(In thousands)20212020
Change in fair value of financing derivatives$1,800 $2,387 
Change in fair value of warrants liability(10,001)4,651 
Other (73)156 
Total other (expense) income, net
$(8,274)$7,194 
Preferred Stock
On March 10, 2021, in connection with the Securities Purchase Agreements described in Footnote 1, Organization, the Company issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million. The shares were issued at a par value of $0.001. Net proceeds from the Transactions totaled $188.2 million after deducting issuance costs.
The holders of the Preferred Stock are entitled to cumulative annual dividends to be paid on June 30 of each year. The annual dividend accrues on a daily basis from and including the issuance date of such share, whether or not declared, at a rate of 7.5% per annum. In the event the annual dividends are not paid in cash on the annual payment date, the dividends shall continue to accrue at a dividend rate of 9.5%.
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 under ASC 815, Derivatives and Hedging. As of March 31, 2021, 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.
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 is initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable,
8

Table of Contents

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 March 31, 2021 because a deemed liquidation event is not considered probable.
All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g. more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the consolidated financial statements.
Effective January 1, 2021, the Company early adopted Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40). This ASU simplifies accounting for convertible instruments, enhances disclosure requirements related to the terms and features of convertible instruments, and amends the guidance for the derivatives scope exception for contracts settled in an entity's own equity. This ASU removes from GAAP the separation models for (1) convertible debt with a Cash Conversion Feature and (2) convertible instruments with a Beneficial Conversion Feature. Upon adoption of this new ASU, entities will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock, unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815, or (2) a convertible debt instrument was issued at a substantial premium.
As a result of the adoption, no embedded features were identified requiring bifurcation under the new model, other than the change of control redemption feature. The Company adopted the standard using the modified retrospective approach. The standard had no impact on the senior secured convertible notes issued by the Company and, as a result, there was no cumulative adjustment recorded upon adoption.
Income Taxes
The Company anticipates the Transactions will trigger limitations on its net operating loss carryforwards under Section 382 of the Internal Revenue Code. As such, the amount of net operating loss carryforwards the Company can use in the future to offset U.S. federal and state taxable income may be limited, resulting in the expiration of a portion of the carryforwards prior to use. Due to the Company's valuation allowance position in the U.S., the required revaluation of its deferred tax assets related to these limited U.S. federal and state net operating loss carryforwards did not have a material impact on the Condensed Consolidated Financial Statements or related disclosures.
Loss Per Share
The Company uses the two-class method to calculate 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 shareholders. Under the two-class method, earnings for the period are allocated between common shareholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed.
Basic loss per share is computed by dividing net income attributable to only the common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share includes the impact of share-based compensation to the extent the effect is dilutive.
In periods where a net loss is reported, the anti-dilutive effect of preferred shares, warrants, senior secured convertible notes, stock options, restricted stock units and deferred stock units are 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 March 31,
 20212020
Preferred stock19,472,807  
Warrants5,457,026 7,308,409 
Senior secured convertible notes4,981,309 6,519,655 
Stock options, restricted stock units and deferred stock units3,614,221 3,158,550 
Total33,525,363 16,986,614 
As of March 31, 2021, $0.9 million in dividends have accrued on the Preferred Stock which have not yet been paid. These dividends have been included in calculating the total net loss available to common stockholders used in the calculation of basic and dilutive loss per share.
Impairment of Right-of-use ("ROU") and Long-lived Assets
In the three months ended March 31, 2020, the Company concluded the carrying value of certain facility lease ROU and other long-lived assets may not be recoverable. In its assessment, the Company considered changes in the real estate market related to the COVID-19 pandemic, that led to an increase in the estimated marketing time, and a reduction of expected receipts, for properties on
9

Table of Contents

the market for sublease. The Company performed a quantitative asset impairment test using a discounted cash flow model. Certain ROU and related leasehold improvements failed the asset impairment test; and as a result the Company recorded a $4.7 million non-cash impairment charge.
Although the Company believes that the carrying values of its long-lived assets are appropriately stated as of March 31, 2021, future changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances.
Allowance for Doubtful Accounts
The Company generally grants uncollateralized credit terms to its customers and maintains an allowance for doubtful accounts to reserve for uncollectible receivables. Allowances are based on management's judgment, which considers historical collection experience adjusted for current conditions or expected future conditions based on reasonable and supportable forecasts, a specific review of all significant outstanding receivables, an assessment of company-specific credit conditions and general economic conditions. Management considered the impact of the COVID-19 pandemic, including customer payment delays and requests from customers to revise contractual payment terms, in determining the Company's allowance for doubtful accounts.
The table below summarizes the change in balance of the allowance for doubtful accounts:
Three months ended March 31,
(In thousands)20212020
Beginning Balance$(2,757)$(1,919)
Bad debt benefit (expense)30 (492)
Recoveries(77)(44)
Write-offs1,093 308 
Ending Balance$(1,711)$(2,147)
Other Accounting Standards Recently Adopted
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes primarily by eliminating certain exemptions. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and to delay adoption of the additional disclosures until their effective date. The Company adopted the new standard effective January 1, 2021, which had no 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 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 March 31,
(In thousands)20212020
By solution group:
Ratings and Planning (1)
$65,806 $63,521 
Analytics and Optimization (1)
17,701 15,501 
Movies Reporting and Analytics6,823 10,506 
Total$90,330 $89,528 
By geographical market:
United States$77,774 $77,146 
Europe8,271 7,483 
Canada1,744 1,562 
Latin America1,576 2,020 
Other965 1,317 
Total$90,330 $89,528 
By timing of revenue recognition:
Products and services transferred over time$68,116 $71,917 
Products and services transferred at a point in time22,214 17,611 
Total$90,330 $89,528 
10

Table of Contents

(1) In the second quarter of 2020, the Company began classifying revenue from certain new and extended custom agreements for services that utilize its syndicated data set, previously classified under Analytics and Optimization, as Ratings and Planning. The impact was not material to either solution group.
Contract Balances
The following table provides information about receivables, contract assets, contract costs, contract liabilities and customer advances from contracts with customers:
As ofAs of
(In thousands)March 31, 2021December 31, 2020
Accounts receivable, net$61,540 $69,379 
Current and non-current contract assets5,070 4,037 
Current and non-current contract costs127 430 
Current contract liabilities54,472 58,529 
Current customer advances14,567 12,477 
Non-current contract liabilities3,936 4,156 
Significant changes in the contract assets and the contract liabilities balances are as follows:
Contract Liabilities (Current)
Three months ended March 31,
(In thousands)20212020
Revenue recognized that was included in the opening contract liabilities balance$(31,891)$(33,315)
Cash received or amounts billed in advance and not recognized as revenue30,844 37,116 
Transaction Price Allocated to the Remaining Performance Obligations
As of March 31, 2021, approximately $235.0 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts. The Company expects to recognize revenue on approximately 46% of these remaining performance obligations during the remainder of 2021, approximately 31% in 2022, and approximately 11% in 2023, with the remainder recognized thereafter.
Costs to Obtain or Fulfill a Contract
As of March 31, 2021 and December 31, 2020, the Company had $0.1 million and $0.4 million, respectively, in capitalized contract costs. For the three months ended March 31, 2021 and 2020, amortized and expensed contract costs were $2.6 million and $0.3 million, respectively.
4.Debt
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 senior secured convertible notes (the "Notes"), which initially accrued interest at 6.0%, as well as warrants to purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock") in exchange for $100.0 million in cash and 4,000,000 shares of Common Stock. The warrants were exercised in full by Starboard on April 3, 2019 for 323,448 shares of Common Stock.
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. In January 2019, the interest rate reset to 12.0% where it was scheduled to remain through the contractual maturity of the Notes on January 16, 2022.
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. The interest paid was classified within other non-current liabilities in the Condensed Consolidated Balance Sheets as of December 31, 2020.
In connection with the Transactions described in Footnote 1, Organization, 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 based on the $3.05 closing price of the Company's Common Stock on March 9, 2021. Lastly, the
11

Table of Contents

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 adjusted the interest rate reset feature to its fair value on March 10, 2021 immediately prior to extinguishment. The fair value of the interest reset derivative was estimated to be $9.5 million using a discounted cash flow method based on projected incremental cash flows through contractual maturity of the Notes and a credit-adjusted discount rate of 20.0%. The fair value of other financing derivatives embedded within the Notes was determined to be negligible.
The Company recorded a loss on extinguishment of the Notes of $9.3 million for the three months ended March 31, 2021. The loss was comprised of a write-off of unamortized deferred financing costs and issuance discount of $9.2 million and issuance of Conversion Shares of $9.6 million, offset by the derecognition of the interest rate reset derivative liability valued at $9.5 million.
Secured Term Note
On December 31, 2019, the Company's wholly owned subsidiary, Rentrak B.V., entered into an agreement with several third parties (collectively the "Noteholder") for a secured promissory note (the "Secured Term Note") in exchange for gross proceeds of $13.0 million. The Secured Term Note was scheduled to mature on December 31, 2021, was cash collateralized, and had an annual interest rate of 9.75% that was payable monthly in arrears.
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 1, Organization, 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 for the three months ended March 31, 2021. The loss was due to the write-off of unamortized deferred financing costs. Changes in the fair value of the interest make-whole redemption were recorded to other (expense) income, net and settlement did not impact loss on debt extinguishment.
Letters of Credit
In 2018, the Company entered into a Security Agreement with Wells Fargo Bank, N.A. to issue standby letters of credit. As of March 31, 2021, $3.3 million in letters of credit are outstanding and are cash collateralized under the Security Agreement with Wells Fargo Bank, N.A.
Failed Sale-Leaseback Transaction
In June 2019, the Company entered into a sale-leaseback arrangement with a vendor to provide $4.3 million in cash proceeds for previously acquired computer and other equipment. The arrangement is repayable over a 24-month term for total consideration of $4.8 million, with control of the equipment transferring to the vendor at the end of the leaseback term.
The Company concluded the leaseback would be classified as a financing lease. Therefore, the transaction was deemed a failed sale-leaseback and was accounted for as a financing arrangement. The assets continue to be depreciated over their useful lives, and payments are allocated between interest expense and repayment of the financing liability. The remaining financing liability of $1.2 million is included within other current liabilities on the Condensed Consolidated Balance Sheet.
Remaining future minimum cash payments related to the financing obligations under the failed sale-leaseback transaction total $0.9 million as of March 31, 2021 and are expected to be paid or refinanced during the three months ended June 30, 2021.
5.Convertible Redeemable Preferred Stock and Stockholders' Equity
2021 Issuance of Preferred Stock
On March 10, 2021 (the "Closing Date"), in connection with the Transactions described in Footnote 1, Organization, the Company issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million. The shares were issued at a par value of $0.001. Net proceeds from the Transactions totaled $188.2 million after deducting issuance costs.
The Transactions and related agreements include the following rights:
Registration Rights
On the Closing Date, the Company entered into a Registration Rights Agreement (the "RRA") with the holders of the Preferred Stock (together with any other party that may become a party to the RRA), pursuant to which, among other things, and on the terms and subject to certain limitations set forth therein, the Company is obligated to use its reasonable best efforts to prepare and file within 120
12

Table of Contents

days after the Closing Date a registration statement registering the sale or distribution of shares of Preferred Stock or Common Stock held by any holder, including any shares of Common Stock acquired by any holder pursuant to the conversion of the Preferred Stock, and any other securities issued or issuable with respect to any such shares of Common Stock or Preferred Stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise (the "Registrable Securities"). In addition, pursuant to the RRA, the holders have the right to require the Company, subject to certain limitations, to effect a sale of any or all of their Registrable Securities by means of an underwritten offering or an underwritten block trade or bought deal.
Conversion Provisions
The Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock. The conversion rate is calculated as the product of (i) the conversion factor and (ii) the quotient of (A) the sum of the initial purchase price and accrued dividends with respect to each share of Preferred Stock divided by (B) the initial purchase price. The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. As of March 31, 2021, each share of Preferred Stock was convertible into 1.005 shares of Common Stock.
At any time after the fifth anniversary of the Closing Date, the Company may elect to convert all of the outstanding shares of Preferred Stock into shares of Common Stock if (i) the closing sale price of the Company's Common Stock is greater than 140% of the conversion price as of such time, as may be adjusted pursuant to the Certificate of Designations, for certain periods, and (ii) the pro rata share of an aggregate of $100.0 million in dividends has been paid with respect to each share of Preferred Stock that was outstanding on the Closing Date and remains outstanding.
As of March 31, 2021, no shares of Preferred Stock have been converted into Common Stock.
Voting Rights
The holders of the Preferred Stock are entitled to vote as a single class with the holders of the Common Stock, with a vote equal to the number of shares of Common Stock into which the Preferred Stock could be converted, except that the conversion rate for this purpose will be equal to the product of the applicable conversion factor and 0.98091271. Each holder of Preferred Stock is subject to a voting threshold, which limits such holder's voting rights in the event that the holder's Preferred Stock represents voting rights that exceed 16.66% of the Company's Common Stock (including the Preferred Stock on an as-converted basis).
Dividend Rights
The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances. In addition, after January 1, 2022, 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 of Directors determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on the Closing Date (the "Stockholders Agreement"). As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend.
Anti-Dilution Adjustments
The Preferred Stock is subject to anti-dilution adjustment upon the occurrence of certain events, including issuance of certain dividends or distributions to holders of Common Stock, split or combination of Common Stock, reclassification of Common Stock into a greater or lesser number of shares, or certain repurchases of Common Stock, subject to limitations set forth in the Certificate of Designations.
Liquidation Preference and Change of Control Provisions
The Preferred Stock ranks senior to the Common Stock with respect to dividend rights and rights on the distribution of assets in the event of a liquidation, dissolution or winding up of the affairs of the Company, and ranks junior to secured and unsecured indebtedness. The Preferred Stock has a liquidation preference equal to the higher of (i) the initial purchase price, increased by accrued dividends per share, and (ii) the amount per share of Preferred Stock that a holder would have received if such holder, immediately prior to such liquidation, dissolution or winding up of the affairs of the Company, converted such share into Common Stock.
The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares at a purchase price equal to the initial purchase price, increased by accrued dividends. The change of control put option was determined to be a derivative liability under ASC 815, Derivatives and Hedging. As of March 31, 2021, the probability of a change of control was determined to be remote, and the fair value of the change of control derivative was determined to be negligible. To the extent the holders of the Preferred Stock do not exercise the put option in a covered change of control, the Company has the right to redeem the remaining Preferred Stock at a redemption price equal to the initial purchase price, increased by accrued dividends.
13

Table of Contents

As described above, the Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets.
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 $