UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 9, 2023
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(703 ) 438–2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
1
Item 2.02 Results of Operations and Financial Condition.
On May 9, 2023 , comScore, Inc. (the "Company") issued a press release announcing its financial results for the period ended March 31, 2023. A copy of the press release announcing the foregoing is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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 | |||||||
2
SIGNATURES
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 hereunto duly authorized.
| comScore, Inc. | ||||||||
| By: | /s/ Mary Margaret Curry | |||||||
| Mary Margaret Curry | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
Date: May 9, 2023
3
Exhibit 99.1
FOR IMMEDIATE RELEASE
Comscore Reports First Quarter 2023 Results
RESTON, Va., May 9, 2023 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today reported financial results for the quarter ended March 31, 2023.
"Despite a challenging macroeconomic environment, I am pleased with the progress we're making against our strategic and operational priorities," said Jon Carpenter, CEO of Comscore. "Our wins over the course of the first quarter, including Warner Bros. Discovery, YouTube and IPG Mediabrands, highlight the breadth of our offerings and the confidence our clients have in the scale, transparency and interoperability of our solutions. We remain focused on execution, delivering best in class cross-platform audience solutions for our clients and value creation for our shareholders."
Q1 2023 Financial Highlights
•Revenue for the first quarter was $91.6 million compared to $94.0 million in Q1 2022
•Net loss of $8.7 million compared to $9.3 million in Q1 2022
•Adjusted EBITDA of $5.2 million compared to $6.8 million in Q1 2022
•FX adjusted EBITDA of $6.7 million compared to $6.4 million in Q1 2022
•Maintaining full year guidance for revenue and adjusted EBITDA
Recent Business Developments
•Selected by Warner Bros. Discovery as a preferred alternative currency partner for the 2023-2024 upfront season leveraging our unparalleled linear and cross-platform audience measurement solutions
•Expanded partnership with IPG Mediabrand's MAGNA, which will begin leveraging Comscore's local television ratings data to inform TV buys across the organization as the company's only alternative currency provider for local television
•Expanded our Comscore Campaign Ratings relationship with YouTube through a new engagement to measure incremental reach on the upcoming NFL Sunday Ticket content addition
•Selected by Tubi, Fox Corporation's ad-supported video-on-demand streaming service, as a measurement partner for cross-platform campaign measurement via Comscore Campaign Ratings
•Entered into a partnership with PubMatic, in which Proximic by Comscore's Predictive Audiences and Content Targeting solutions have been integrated into the PubMatic platform, enabling clients to leverage new targeting options and reach key audiences in premium, brand safe environments
First Quarter Summary Results
Revenue in the first quarter was $91.6 million, down 2.6% from $94.0 million in Q1 2022, primarily due to a decline in Digital Ad Solutions revenue from Q1 2022 as a result of slower ad spend, which impacted our custom digital solutions and other digital products. Cross Platform Solutions revenue was up from Q1 2022, with double-digit growth in local TV and continued strength in our movies business.
Our core operating expenses, which include cost of revenues, sales and marketing, research and development and general and administrative expenses, were $91.6 million, a decrease of 6.3% compared to $97.7 million in Q1 2022. The primary driver of the decline was employee compensation, which decreased from ongoing restructuring efforts and a higher amount of capitalization related to internally developed software.
Net loss for the quarter was $8.7 million, compared to $9.3 million in Q1 2022. After accounting for dividends on our convertible preferred stock, loss per share attributable to common shares was $(0.13) and $(0.14) for Q1 2023 and Q1 2022, respectively.
Adjusted EBITDA for the quarter was $5.2 million, compared to $6.8 million in Q1 2022, resulting in adjusted EBITDA margins of 5.7% and 7.2%, respectively. Excluding the impact of foreign currency transactions, FX adjusted EBITDA for the quarter was $6.7 million, compared to $6.4 million in Q1 2022. Adjusted EBITDA and adjusted EBITDA margin exclude stock-based compensation, restructuring costs, amortization of cloud-computing implementation costs, change in
fair value of contingent consideration and warrants liability, and other items as presented in the accompanying tables. FX adjusted EBITDA excludes these items as well as gain/loss from foreign currency transactions.
Balance Sheet and Liquidity
As of March 31, 2023, cash, cash equivalents and restricted cash totaled $20.7 million. Total debt principal, including $16.0 million in outstanding borrowings under our senior secured revolving credit agreement, was $18.7 million.
2023 Outlook
Based on current trends and expectations, we are maintaining our guidance for full year 2023 revenue and adjusted EBITDA, with revenue growth in the low to mid single digits over 2022 and an adjusted EBITDA margin in the double digits.
We do not provide GAAP net (loss) income on a forward-looking basis because we are unable to predict with reasonable certainty our future stock-based compensation expense, fair value adjustments, variable interest expense, litigation and restructuring expense and any unusual gains or losses without unreasonable effort. These items are uncertain, depend on various factors, and could be material to results computed in accordance with GAAP. For this reason, we are unable without unreasonable effort to provide a reconciliation of adjusted EBITDA or adjusted EBITDA margin to the most directly comparable GAAP measure, GAAP net (loss) income, on a forward-looking basis.
Conference Call Information for Today, Tuesday, May 9, 2023 at 5:00 p.m. ET
Management will host a conference call to discuss the results on Tuesday, May 9, 2023 at 5:00 p.m. ET. The live audio webcast along with supplemental information will be accessible at ir.comscore.com/events-presentations. Participants can obtain dial-in information by registering for the call at the same web address and are advised to register in advance of the call to avoid delays. Following the conference call, a replay will be available via webcast at ir.comscore.com/events-presentations.
About Comscore
Comscore is a trusted partner for planning, transacting and evaluating media across platforms. With a data footprint that combines digital, linear TV, OTT and theatrical viewership intelligence with advanced audience insights, Comscore allows media buyers and sellers to quantify their multiscreen behavior and make business decisions with confidence. A proven leader in measuring digital and TV audiences and advertising at scale, Comscore is the industry's emerging, third-party source for reliable and comprehensive cross-platform measurement.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, our expectations, forecasts, plans and opinions regarding expected revenue growth and adjusted EBITDA margin for 2023, the impact of new customer contracts and partnerships on our business and revenue prospects, evolving economic and industry trends, currency opportunities, product integration and innovation, and restructuring plans and cost-reduction initiatives. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, changes in our business and customer, partner and vendor relationships; external market conditions and competition; changes or declines in ad spending or other macroeconomic factors; evolving privacy and regulatory standards; and our ability to achieve our expected strategic, financial and operational plans, including the restructuring plan we announced in September 2022. For additional discussion of risk factors, please refer to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that we make from time to time with the U.S. Securities and Exchange Commission (the "SEC"), which are available on the SEC's website (www.sec.gov).
Investors are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. We do not intend or undertake, and expressly disclaim, any duty or obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.
Use of Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we are disclosing in this press release adjusted EBITDA, adjusted EBITDA margin and FX adjusted EBITDA, which are non-GAAP financial measures used by
our management to understand and evaluate our core operating performance and trends. We believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results, as they permit our investors to view our core business performance using the same metrics that management uses to evaluate our performance. Nevertheless, our use of these non-GAAP financial measures has limitations as an analytical tool, and investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Instead, you should consider these measures alongside GAAP-based financial performance measures, net income (loss), various cash flow metrics, and our other GAAP financial results. Set forth below are reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measure, net income (loss). These reconciliations should be carefully evaluated.
Press
Marie Scoutas
Comscore, Inc.
917-213-2032
press@comscore.com
Investors
John Tinker
Comscore, Inc.
212-203-2129
jtinker@comscore.com
COMSCORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of | As of | ||||||||||
| March 31, 2023 | December 31, 2022 | ||||||||||
| (In thousands, except share and par value data) | (Unaudited) | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 20,274 | $ | 20,044 | |||||||
| Restricted cash | 398 | 398 | |||||||||
Accounts receivable, net of allowances of $646 and $798, respectively | 62,988 | 68,457 | |||||||||
| Prepaid expenses and other current assets | 15,839 | 15,922 | |||||||||
| Total current assets | 99,499 | 104,821 | |||||||||
| Property and equipment, net | 37,160 | 36,367 | |||||||||
| Operating right-of-use assets | 23,804 | 23,864 | |||||||||
| Deferred tax assets | 3,575 | 3,351 | |||||||||
| Intangible assets, net | 10,516 | 13,327 | |||||||||
| Goodwill | 388,263 | 387,973 | |||||||||
| Other non-current assets | 10,826 | 10,883 | |||||||||
| Total assets | $ | 573,643 | $ | 580,586 | |||||||
| Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 33,694 | $ | 29,090 | |||||||
| Accrued expenses | 36,289 | 43,393 | |||||||||
| Contract liabilities | 56,868 | 52,944 | |||||||||
| Customer advances | 11,688 | 11,527 | |||||||||
| Current portion of contingent consideration | 3,623 | 7,134 | |||||||||
| Current operating lease liabilities | 7,861 | 7,639 | |||||||||
| Warrants liability | 2,533 | 718 | |||||||||
| Other current liabilities | 14,958 | 12,646 | |||||||||
| Total current liabilities | 167,514 | 165,091 | |||||||||
| Non-current operating lease liabilities | 28,787 | 29,588 | |||||||||
| Non-current portion of accrued data costs | 26,882 | 25,106 | |||||||||
| Revolving line of credit | 16,000 | 16,000 | |||||||||
| Deferred tax liabilities | 2,719 | 2,127 | |||||||||
| Other non-current liabilities | 7,078 | 10,627 | |||||||||
| Total liabilities | 248,980 | 248,539 | |||||||||
| Commitments and contingencies | |||||||||||
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 | 187,885 | 187,885 | |||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $0.001 par value; 7,472,391 shares authorized as of March 31, 2023 and December 31, 2022, respectively; 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 | 92 | 92 | |||||||||
| Additional paid-in capital | 1,694,378 | 1,690,783 | |||||||||
| Accumulated other comprehensive loss | (14,423) | (15,940) | |||||||||
| Accumulated deficit | (1,313,285) | (1,300,789) | |||||||||
Treasury stock, at cost, 6,764,796 shares as of March 31, 2023 and December 31, 2022 | (229,984) | (229,984) | |||||||||
| Total stockholders' equity | 136,778 | 144,162 | |||||||||
| Total liabilities, convertible redeemable preferred stock and stockholders' equity | $ | 573,643 | $ | 580,586 | |||||||
COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (In thousands, except share and per share data) | 2023 | 2022 | |||||||||
| Revenues | $ | 91,558 | $ | 93,966 | |||||||
Cost of revenues (1) (2) | 51,929 | 52,918 | |||||||||
Selling and marketing (1) (2) | 17,154 | 17,166 | |||||||||
Research and development (1) (2) | 8,919 | 9,532 | |||||||||
General and administrative (1) (2) | 13,574 | 18,117 | |||||||||
| Amortization of intangible assets | 2,811 | 6,779 | |||||||||
| Restructuring | 998 | — | |||||||||
| Total expenses from operations | 95,385 | 104,512 | |||||||||
| Loss from operations | (3,827) | (10,546) | |||||||||
| Other (expense) income, net | (1,812) | 2,433 | |||||||||
| (Loss) gain from foreign currency transactions | (1,466) | 420 | |||||||||
| Interest expense, net | (352) | (200) | |||||||||
| Loss before income taxes | (7,457) | (7,893) | |||||||||
| Income tax provision | (1,214) | (1,383) | |||||||||
| Net loss | $ | (8,671) | $ | (9,276) | |||||||
| Net loss available to common stockholders: | |||||||||||
| Net loss | (8,671) | (9,276) | |||||||||
| Convertible redeemable preferred stock dividends | (3,825) | (3,825) | |||||||||
| Total net loss available to common stockholders: | $ | (12,496) | $ | (13,101) | |||||||
| Net loss per common share: | |||||||||||
| Basic and diluted | $ | (0.13) | $ | (0.14) | |||||||
| Weighted-average number of shares used in per share calculation - Common Stock: | |||||||||||
| Basic and diluted | 93,850,266 | 91,686,733 | |||||||||
| Comprehensive loss: | |||||||||||
| Net loss | $ | (8,671) | $ | (9,276) | |||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency cumulative translation adjustment | 1,517 | (541) | |||||||||
| Total comprehensive loss | $ | (7,154) | $ | (9,817) | |||||||
(1) Excludes amortization of intangible assets, which is presented as a separate line item. | |||||||||||
(2) 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 | |||||||
COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2023 | 2022 | |||||||||
Operating activities: | |||||||||||
| Net loss | $ | (8,671) | $ | (9,276) | |||||||
| Adjustments to reconcile 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 | |||||||
Reconciliation of Non-GAAP Financial Measures
The following table presents a reconciliation of GAAP net loss to non-GAAP adjusted EBITDA, adjusted EBITDA margin and non-GAAP FX adjusted EBITDA for each of the periods identified:
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2023 (Unaudited) | 2022 (Unaudited) | |||||||||
GAAP net loss | $ | (8,671) | $ | (9,276) | |||||||
| Depreciation | 4,724 | 4,191 | |||||||||
| Amortization of intangible assets | 2,811 | 6,779 | |||||||||
| Income tax provision | 1,214 | 1,383 | |||||||||
| Amortization expense of finance leases | 429 | 704 | |||||||||
| Interest expense, net | 352 | 200 | |||||||||
| EBITDA | 859 | 3,981 | |||||||||
| Adjustments: | |||||||||||
| Stock-based compensation expense | 1,117 | 2,536 | |||||||||
| Restructuring | 998 | — | |||||||||
| Amortization of cloud-computing implementation costs | 359 | 359 | |||||||||
| Change in fair value of contingent consideration liability | 96 | 2,348 | |||||||||
Other expense (income), net (1) | 1,815 | (2,435) | |||||||||
| Non-GAAP adjusted EBITDA | $ | 5,244 | $ | 6,789 | |||||||
Non-GAAP adjusted EBITDA margin (2) | 5.7 | % | 7.2 | % | |||||||
| Adjustments: | |||||||||||
| Loss (gain) from foreign currency transactions | 1,466 | (420) | |||||||||
| Non-GAAP FX adjusted EBITDA | $ | 6,710 | $ | 6,369 | |||||||
(1) Adjustments to other expense (income), net reflect non-cash changes in the fair value of warrants liability included in other (expense) income, net on our Condensed Consolidated Statements of Operations and Comprehensive Loss.
(2) Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenues reported on our Condensed Consolidated Statements of Operations and Comprehensive Loss for the applicable period.
Revenues
Revenues from our two offerings of products and services are as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (In thousands) | 2023 (Unaudited) | % of Revenue | 2022 (Unaudited) | % of Revenue | $ Variance | % Variance | |||||||||||||||||||||||||||||
| Digital Ad Solutions | $ | 50,447 | 55.1 | % | $ | 53,137 | 56.5 | % | $ | (2,690) | (5.1) | % | |||||||||||||||||||||||
Cross Platform Solutions(1) | 41,111 | 44.9 | % | 40,829 | 43.5 | % | 282 | 0.7 | % | ||||||||||||||||||||||||||
| Total revenues | $ | 91,558 | 100.0 | % | $ | 93,966 | 100.0 | % | $ | (2,408) | (2.6) | % | |||||||||||||||||||||||
(1) Cross Platform Solutions revenue includes revenue from our movies business, which grew from $8.2 million in the first quarter of 2022 to $8.8 million in the first quarter of 2023. | |||||||||||||||||||||||||||||||||||