0001158172-24-000111 | 10-Q | XBRL Viewer

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

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


	As of								As of
	September 30, 2024								December 31, 2023
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total



Liabilities
Contingent consideration liability (1)	$	—	$	1,191	$	—	$	1,191	$	—	$	4,806	$	—	$	4,806
Warrants liability (2)	—		—		—		—		—		—		669		669
Total liabilities	$	—	$	1,191	$	—	$	1,191	$	—	$	4,806	$	669	$	5,475

(1) The fair value of this liability as of September 30, 2024 and December 31, 2023 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date. The contingent consideration liability is classified as current on the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.

(2) The fair value of this liability was derived from a technique which utilized inputs, certain of which were significant and unobservable, that resulted in classification as a Level 3 fair value measurement. Warrants liability included only the Series A warrants as of December 31, 2023. Warrants liability was classified within other current liabilities on the Condensed Consolidated Balance Sheets. The Series A Warrants expired on June 26, 2024 and there are no warrants outstanding as of September 30, 2024.

There were no changes to the Company's valuation techniques or methodologies during the three and nine months ended September 30, 2024 and 2023.

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2024 and 2023, respectively:


(In thousands)	Warrants Liability
Balance as of December 31, 2023	$	669
Total gain recognized due to remeasurement and expiration of warrants (1)	(669)
Balance as of September 30, 2024	$	—

(1) The gain due to remeasurement and expiration of warrants was recorded in other income, net, in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Series A warrants expired unexercised on June 26, 2024.


(In thousands)	Warrants Liability
Balance as of December 31, 2022	$	718
Total gain recognized due to remeasurement (1)	(407)
Balance as of September 30, 2023	$	311

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

The following table displays the valuation technique and the significant inputs, certain of which were unobservable, for the Company's Level 3 liabilities that existed as of December 31, 2023:

Fair Value Measurements

Significant Valuation Technique

Significant Valuation Inputs

December 31, 2023

Warrants liability

Option pricing

Stock price

$16.70

Exercise price

$20.20

Volatility

75.0%

Term

0.49 years

Risk-free rate

5.3%

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

Fair Value Measurements on a Nonrecurring Basis

The Company recorded a non-cash goodwill impairment charge of $63.0 million for the three and nine months ended September 30, 2024 and $44.1 million for the nine months ended September 30, 2023. Refer to Footnote 4, Goodwill for further details. The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges.

The Company recorded the 2024 Preferred Stock of $19.6 million within mezzanine equity and $13.0 million within additional paid-in capital as of September 30, 2024, which was based on the calculated fair value net of issuance costs. Refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) for further details. The initial measurement of the 2024 Preferred Stock issuance is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a binomial lattice model, a form of the income approach, to determine the fair value of the 2024 Preferred Stock at the 2024 Issuance Date. The Company used significant inputs and assumptions which included the price and expected volatility of the Common Stock, risk-adjusted discount rate, risk-free rate, expected term, deferred dividends and the timing and probability of a Special Dividend being called and paid as of the 2024 Issuance Date.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 107
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Other Income, Net

The following is a summary of the significant components of other income, net:


	Three Months Ended September 30,			Nine Months Ended September 30,
(In thousands)		2024		2023		2024		2023
Change in fair value of warrants liability		$	—	$	634	$	669	$	407
Other		—		(6)		(18)		18
Total other income, net		$	—	$	628	$	651	$	425

Schedule of Common Stock Equivalents for Securities Outstanding Excluded from Earnings Per Share Calculations

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Preferred stock (1)	4,805,301	4,441,099	4,661,642	4,285,418
Stock options and restricted stock units	280,598	290,841	301,595	296,337
Contingent consideration (2)	175,552	401,311	175,552	401,311
Warrants	—	272,851	177,254	272,851
Total	5,261,451	5,406,102	5,316,043	5,255,917

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

(2) A contingent consideration liability was recognized as part of the Company's acquisition of Shareablee, Inc. ("Shareablee") in December 2021. The liability payments may be settled in any combination of cash or shares of Common Stock (at the Company's election) based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the date of each payment. Settlement of this liability in Common Stock could potentially dilute basic earnings per share in future periods. The Company paid the first installment of $3.7 million in cash in 2023 and the second installment of $3.7 million in cash in the first quarter of 2024. The Company calculated a potential anti-dilutive share count for the three and nine months ended September 30, 2024 based on the remaining expected payments totaling $1.2 million and the $6.79 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 30, 2024. The Company calculated a potential anti-dilutive share count for the three and nine months ended September 30, 2023 based on the expected payments totaling $4.9 million and the $12.20 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 29, 2023.

Organizational Restructuring - Schedule of Accrued Restructuring Expenses and Changes in Accrued Amounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring Reserve [Roll Forward]
Restructuring expense beginning balance			$ 1,630
Restructuring expense	$ 15	$ 353	968	$ 5,455
Payments			(2,221)
Other			174
Restructuring expense ending balance	551		551
Severance and Related Costs
Restructuring Reserve [Roll Forward]
Restructuring expense beginning balance			1,524
Restructuring expense			788
Payments			(2,124)
Other			345
Restructuring expense ending balance	533		533
Other
Restructuring Reserve [Roll Forward]
Restructuring expense beginning balance			106
Restructuring expense			180
Payments			(97)
Other			(171)
Restructuring expense ending balance	$ 18		$ 18

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-In Capital

Accumulated Other Comprehensive Loss

Accumulated Deficit

Treasury stock, at cost

Beginning balance (in shares) at Dec. 31, 2022

82,527,609

Beginning balance at Dec. 31, 2022

$ 187,885

Ending balance (in shares) at Mar. 31, 2023

82,527,609

Ending balance at Mar. 31, 2023

$ 187,885

Beginning balance (in shares) at Dec. 31, 2022

^[1]

4,605,247

Beginning balance at Dec. 31, 2022

144,162

$ 5

^[1]

$ 1,690,870

^[1]

$ (15,940)

$ (1,300,789)

$ (229,984)

Increase (Decrease) in Stockholders' Equity

Net (loss) income

(8,671)

Convertible redeemable preferred stock dividends

^[2]

(3,825)

Restricted stock units distributed (in shares)

^[1]

14,301

Exercise of Common Stock options (in shares)

^[1]

150

Exercise of Common Stock options

^[1]

Payments for taxes related to net share settlement of equity awards (in shares)

^[1]

(1,722)

Payments for taxes related to net share settlement of equity awards

(48)

^[1]

Amortization of stock-based compensation

879

^[1]

Settlement of restricted stock unit liability

2,761

^[1]

Foreign currency translation adjustment

1,517

Ending balance (in shares) at Mar. 31, 2023

^[1]

4,617,976

Ending balance at Mar. 31, 2023

$ 136,778

$ 5

^[1]

1,694,465

^[1]

(14,423)

(1,313,285)

(229,984)

Beginning balance (in shares) at Dec. 31, 2022

82,527,609

Beginning balance at Dec. 31, 2022

$ 187,885

Ending balance (in shares) at Sep. 30, 2023

82,527,609

Ending balance at Sep. 30, 2023

$ 187,885

Beginning balance (in shares) at Dec. 31, 2022

^[1]

4,605,247

Beginning balance at Dec. 31, 2022

144,162

$ 5

^[1]

1,690,870

^[1]

(15,940)

(1,300,789)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (loss) income

(50,962)

Foreign currency translation adjustment

(869)

Ending balance (in shares) at Sep. 30, 2023

^[1]

4,754,316

Ending balance at Sep. 30, 2023

$ 85,566

$ 5

^[1]

1,696,088

^[1]

(16,809)

(1,363,734)

(229,984)

Beginning balance (in shares) at Mar. 31, 2023

82,527,609

Beginning balance at Mar. 31, 2023

$ 187,885

Ending balance (in shares) at Jun. 30, 2023

82,527,609

Ending balance at Jun. 30, 2023

$ 187,885

Beginning balance (in shares) at Mar. 31, 2023

^[1]

4,617,976

Beginning balance at Mar. 31, 2023

136,778

$ 5

^[1]

1,694,465

^[1]

(14,423)

(1,313,285)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (loss) income

(44,909)

Convertible redeemable preferred stock dividends

^[2]

(3,872)

Restricted stock units distributed (in shares)

^[1]

136,799

Restricted stock units distributed

^[1]

Payments for taxes related to net share settlement of equity awards (in shares)

^[1]

(459)

Payments for taxes related to net share settlement of equity awards

(12)

^[1]

Amortization of stock-based compensation

915

^[1]

Foreign currency translation adjustment

(119)

Ending balance (in shares) at Jun. 30, 2023

^[1]

4,754,316

Ending balance at Jun. 30, 2023

$ 88,784

$ 5

^[1]

1,695,371

^[1]

(14,542)

(1,362,066)

(229,984)

Ending balance (in shares) at Sep. 30, 2023

82,527,609

Ending balance at Sep. 30, 2023

$ 187,885

Increase (Decrease) in Stockholders' Equity

Net (loss) income

2,618

Convertible redeemable preferred stock dividends

^[2]

(4,286)

Amortization of stock-based compensation

717

^[1]

Foreign currency translation adjustment

(2,267)

Ending balance (in shares) at Sep. 30, 2023

^[1]

4,754,316

Ending balance at Sep. 30, 2023

$ 85,566

$ 5

^[1]

1,696,088

^[1]

(16,809)

(1,363,734)

(229,984)

Beginning balance (in shares) at Dec. 31, 2023

82,527,609

Beginning balance at Dec. 31, 2023

$ 187,885

Ending balance (in shares) at Mar. 31, 2024

82,527,609

Ending balance at Mar. 31, 2024

$ 187,885

Beginning balance (in shares) at Dec. 31, 2023

4,755,141

Beginning balance at Dec. 31, 2023

$ 56,103

$ 5

1,696,612

(14,110)

(1,396,420)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (loss) income

(1,054)

Convertible redeemable preferred stock dividends

^[2]

(4,240)

Restricted stock units distributed (in shares)

7,780

Exercise of Common Stock options (in shares)

Payments for taxes related to net share settlement of equity awards (in shares)

(2,684)

Payments for taxes related to net share settlement of equity awards

(46)

Amortization of stock-based compensation

681

Settlement of restricted stock unit liability

1,895

Foreign currency translation adjustment

(1,987)

Other (in shares)

(39)

Ending balance (in shares) at Mar. 31, 2024

4,760,231

Ending balance at Mar. 31, 2024

$ 51,352

$ 5

1,699,142

(16,097)

(1,401,714)

(229,984)

Beginning balance (in shares) at Dec. 31, 2023

82,527,609

Beginning balance at Dec. 31, 2023

$ 187,885

Ending balance (in shares) at Sep. 30, 2024

95,784,903

Ending balance at Sep. 30, 2024

$ 207,470

Beginning balance (in shares) at Dec. 31, 2023

4,755,141

Beginning balance at Dec. 31, 2023

$ 56,103

$ 5

1,696,612

(14,110)

(1,396,420)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (loss) income

(63,392)

Convertible redeemable preferred stock, net of issuance costs

13,000

Foreign currency translation adjustment

$ 828

Ending balance (in shares) at Sep. 30, 2024

4,890,548

Ending balance at Sep. 30, 2024

$ (2,736)

$ 5

1,713,399

(13,282)

(1,472,874)

(229,984)

Beginning balance (in shares) at Mar. 31, 2024

82,527,609

Beginning balance at Mar. 31, 2024

$ 187,885

Ending balance (in shares) at Jun. 30, 2024

82,527,609

Ending balance at Jun. 30, 2024

$ 187,885

Beginning balance (in shares) at Mar. 31, 2024

4,760,231

Beginning balance at Mar. 31, 2024

51,352

$ 5

1,699,142

(16,097)

(1,401,714)

(229,984)

Increase (Decrease) in Stockholders' Equity

Net (loss) income

(1,708)

Convertible redeemable preferred stock dividends

^[2]

(4,244)

Restricted stock units distributed (in shares)

131,817

Payments for taxes related to net share settlement of equity awards (in shares)

(2,411)

Payments for taxes related to net share settlement of equity awards

(33)

Amortization of stock-based compensation

580

Foreign currency translation adjustment

(110)

Ending balance (in shares) at Jun. 30, 2024

4,889,637

Ending balance at Jun. 30, 2024

$ 45,837

$ 5

1,699,689

(16,207)

(1,407,666)

(229,984)

Convertible Redeemable Preferred Stock

Convertible redeemable preferred stock, net of issuance costs (in shares)

^[2]

13,257,294

Convertible redeemable preferred stock, net of issuance costs

^[2]

$ 19,585

Ending balance (in shares) at Sep. 30, 2024

95,784,903

Ending balance at Sep. 30, 2024

$ 207,470

Increase (Decrease) in Stockholders' Equity

Net (loss) income

(60,630)

Convertible redeemable preferred stock, net of issuance costs

^[2]

13,017

Convertible redeemable preferred stock dividends

^[2]

(4,578)

Restricted stock units distributed (in shares)

1,277

Payments for taxes related to net share settlement of equity awards (in shares)

(366)

Payments for taxes related to net share settlement of equity awards

(2)

Amortization of stock-based compensation

695

Foreign currency translation adjustment

$ 2,925

2,925

Ending balance (in shares) at Sep. 30, 2024

4,890,548

Ending balance at Sep. 30, 2024

$ (2,736)

$ 5

$ 1,713,399

$ (13,282)

$ (1,472,874)

$ (229,984)

[1]	Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2, Summary of Significant Accounting Policies.
[2]	Transactions for these line items were exclusively with related parties. Refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 9, Related Party Transactions.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net (loss) income	$ (60,630)	$ (1,708)	$ (1,054)	$ 2,618	$ (44,909)	$ (8,671)	$ (63,392)	$ (50,962)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Set-top Box
Loss Contingencies [Line Items]
Purchase obligation	$ 294.9
Smart Television Data
Loss Contingencies [Line Items]
Purchase obligation	$ 25.4
Minimum
Loss Contingencies [Line Items]
Purchase commitment term (in years)	1 year
Maximum
Loss Contingencies [Line Items]
Purchase commitment term (in years)	7 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies - Schedule of Other Income (Expense), Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Change in fair value of warrants liability	$ 0	$ 634	$ 669	$ 407
Other	0	(6)	(18)	18
Total other income, net	$ 0	$ 628	$ 651	$ 425

Organizational Restructuring

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Organizational Restructuring

On September 29, 2022, the Company communicated a workforce reduction as part of its broader efforts to improve cost efficiency and better align its operating structure and resources with strategic priorities (collectively, the "Restructuring Plan"). In addition to employee terminations, the Restructuring Plan has included the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce the Company's data center footprint; and reduction of other operating expenses, including software and facility costs. In connection with the Restructuring Plan, which was authorized by the Board on September 19, 2022, the Company has incurred certain exit-related costs. These costs were estimated to range between $10 million and $15 million. The Company believes that the Restructuring Plan, including cash payments, will be substantially complete in 2024.

The following table summarizes costs incurred related to the Restructuring Plan for the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Severance and related costs	$	(38)	$	170	$	788	$	4,831
Other	53		183		180		624
Total restructuring	$	15	$	353	$	968	$	5,455

The table below summarizes the balance of restructuring liability as of September 30, 2024 and December 31, 2023, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets:


(In thousands)	Severance and Related Costs		Other		Total Restructuring
Balance as of December 31, 2023	$	1,524	$	106	$	1,630
Restructuring expense	788		180		968
Payments	(2,124)		(97)		(2,221)
Other	345		(171)		174
Balance as of September 30, 2024	$	533	$	18	$	551

Goodwill - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Goodwill - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill	$ 63,000	$ 0	$ 63,000	$ 44,100	$ 78,200

Debt	9 Months Ended
Debt	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt Revolving Credit Agreement On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Revolving Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent (in such capacity, the "Agent"), and the lenders from time to time party thereto. The Revolving Credit Agreement had an original borrowing capacity equal to $25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Revolving Credit Agreement) that was based on LIBOR. The Company could also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which would reduce the amount of available borrowings by the amount of such issued and outstanding letters of credit. The facility originally had a maturity of three years from the closing date of the agreement. On February 25, 2022, the Company entered into an amendment (the "2022 Amendment") to the Revolving Credit Agreement to expand its aggregate borrowing capacity from $25.0 million to $40.0 million. The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50%. Finally, the 2022 Amendment modified certain financial covenants under the Revolving Credit Agreement. On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Revolving Credit Agreement. Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Revolving Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Revolving Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50%. On May 3, 2024, the Company entered into a third amendment (the "May 2024 Amendment") to the Revolving Credit Agreement. Among other things, the May 2024 Amendment (i) extended the maturity date of the facility from May 5, 2024 to November 5, 2024; (ii) reduced the Company's aggregate borrowing capacity under the facility from $40.0 million to $25.0 million; (iii) increased the Applicable Rate payable on SOFR-based loans to 4.50%; (iv) increased the minimum Consolidated Asset Coverage Ratio covenant and decreased the minimum liquidity covenant; (v) limited certain Restricted Payments (as defined in the Revolving Credit Agreement) with respect to the Company's equity interests; (vi) required a repayment of $6.0 million to reduce the principal amount outstanding under the Revolving Credit Agreement; (vii) updated certain defined terms in the Revolving Credit Agreement to reflect the May 2023 transfer of shares of Preferred Stock from Qurate to Liberty; and (viii) provided for certain amendment fees, including a fee of 2.0% of aggregate commitments due on the maturity date (November 5, 2024) unless all obligations were paid in full prior to such date. As of September 30, 2024, the Revolving Credit Agreement required the Company to maintain: •a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 2.5 to 1.0, tested as of the last day of each calendar month from and after the calendar month ending May 31, 2024; •a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.25 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or after March 31, 2024; and •minimum Liquidity (as defined in the Revolving Credit Agreement) of $22.0 million, tested as of the last business day of each calendar month from and after the calendar month ending March 31, 2024. The Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness or liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates. The Revolving Credit Agreement is also subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the Agent or the Required Lenders may accelerate any amounts outstanding and terminate lender commitments. The Company was in compliance with the covenants under the Revolving Credit Agreement as of September 30, 2024. The Revolving Credit Agreement is guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Revolving Credit Agreement)) and is secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions. As of September 30, 2024, the Company had outstanding borrowings of $10.0 million, and issued and outstanding letters of credit of $3.2 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $11.8 million. The outstanding borrowings are classified within current liabilities based on the maturity date of the facility. On November 1, 2024, the Company repaid the outstanding borrowings under the Revolving Credit Agreement. On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Revolving Credit Agreement. Among other things, the November 2024 Amendment extended the maturity date with respect to the outstanding letters of credit and reduced the aggregate commitments to equal the outstanding letters of credit ($3.2 million). For additional information about the November 2024 Amendment, refer to Footnote 12, Subsequent Events.

Organizational Restructuring - Schedule of Costs Incurred Related to the Restructuring Plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Severance and related costs	$ (38)	$ 170	$ 788	$ 4,831
Other	53	183	180	624
Total restructuring	$ 15	$ 353	$ 968	$ 5,455

Organizational Restructuring (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of Accrued Restructuring Expenses and Changes in Accrued Amounts

The following table summarizes costs incurred related to the Restructuring Plan for the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Severance and related costs	$	(38)	$	170	$	788	$	4,831
Other	53		183		180		624
Total restructuring	$	15	$	353	$	968	$	5,455

The table below summarizes the balance of restructuring liability as of September 30, 2024 and December 31, 2023, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets:


(In thousands)	Severance and Related Costs		Other		Total Restructuring
Balance as of December 31, 2023	$	1,524	$	106	$	1,630
Restructuring expense	788		180		968
Payments	(2,124)		(97)		(2,221)
Other	345		(171)		174
Balance as of September 30, 2024	$	533	$	18	$	551

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

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


	As of								As of
	September 30, 2024								December 31, 2023
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total



Liabilities
Contingent consideration liability (1)	$	—	$	1,191	$	—	$	1,191	$	—	$	4,806	$	—	$	4,806
Warrants liability (2)	—		—		—		—		—		—		669		669
Total liabilities	$	—	$	1,191	$	—	$	1,191	$	—	$	4,806	$	669	$	5,475

Schedule of Changes in Level 3 Fair Valued Instruments

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2024 and 2023, respectively:


(In thousands)	Warrants Liability
Balance as of December 31, 2023	$	669
Total gain recognized due to remeasurement and expiration of warrants (1)	(669)
Balance as of September 30, 2024	$	—


(In thousands)	Warrants Liability
Balance as of December 31, 2022	$	718
Total gain recognized due to remeasurement (1)	(407)
Balance as of September 30, 2023	$	311

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

Schedule of Valuation Techniques and Significant Unobservable Inputs for Level 3 Liabilities

The following table displays the valuation technique and the significant inputs, certain of which were unobservable, for the Company's Level 3 liabilities that existed as of December 31, 2023:

Fair Value Measurements

Significant Valuation Technique

Significant Valuation Inputs

December 31, 2023

Warrants liability

Option pricing

Stock price

$16.70

Exercise price

$20.20

Volatility

75.0%

Term

0.49 years

Risk-free rate

5.3%

Organization	9 Months Ended
Organization	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	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 ("CEO"), 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.

Debt (Details)	May 03, 2024 USD ($)	Feb. 24, 2023	Feb. 25, 2022 USD ($)	May 05, 2021 USD ($)	Nov. 05, 2024 USD ($)	Nov. 01, 2024 USD ($)	Sep. 30, 2024 USD ($)	May 02, 2024 USD ($)	Dec. 31, 2023 USD ($)	Feb. 24, 2022 USD ($)
Schedule of Capitalization, Long-term Debt
Revolving line of credit							$ 10,000,000		$ 16,000,000
Line of credit
Schedule of Capitalization, Long-term Debt
Letters of credit outstanding							3,200,000
Revolving credit facility
Schedule of Capitalization, Long-term Debt
Revolving line of credit							10,000,000.0
Revolving credit facility \| Subsequent event
Schedule of Capitalization, Long-term Debt
Letters of credit outstanding					$ 3,200,000	$ 3,200,000
Revolving credit facility \| Line of credit
Schedule of Capitalization, Long-term Debt
Maximum borrowing capacity	$ 25,000,000.0		$ 40,000,000	$ 25,000,000				$ 40,000,000.0		$ 25,000,000.0
Maturity period (in years)				3 years
Applicable rate			2.50%
Required principal repayment	$ 6,000,000.0
Commitment fee percentage	2.00%
Minimum liquidity requirement							22,000,000
Remaining borrowing capacity							$ 11,800,000
Revolving credit facility \| Line of credit \| Variable Rate Component One
Schedule of Capitalization, Long-term Debt
Applicable rate	4.50%	3.50%
Revolving credit facility \| Line of credit \| Minimum
Schedule of Capitalization, Long-term Debt
Consolidated asset coverage ratio							2.5
Fixed charge coverage ratio							1.25
Letter of credit \| Line of credit
Schedule of Capitalization, Long-term Debt
Maximum borrowing capacity				$ 5,000,000.0

Summary of Significant Accounting Policies - Schedule of Securities Excluded from Earnings Per Share Calculations (Details) $ / shares in Units, $ in Millions			3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares	Sep. 29, 2023 $ / shares	Sep. 30, 2024 USD ($) shares	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2024 USD ($) trading_day shares	Sep. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Preferred stock (in shares)			4,805,301		4,441,099	4,661,642	4,285,418
Stock options and restricted stock units (in shares)			280,598		290,841	301,595	296,337
Contingent consideration (in shares)			175,552		401,311	175,552	401,311
Warrants (in shares)			0		272,851	177,254	272,851
Total (in shares)			5,261,451		5,406,102	5,316,043	5,255,917
Weighted average trading days \| trading_day						10
Contingent consideration liability \| $	$ 1.2		$ 1.2		$ 4.9	$ 1.2	$ 4.9
Closing price (in dollars per share) \| $ / shares	$ 6.79	$ 12.20
First Installment
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Payment for contingent consideration liability \| $								$ 3.7
Second Installment
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Payment for contingent consideration liability \| $				$ 3.7

Goodwill - Schedule of Carrying Value of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill [Roll Forward]
Beginning balance			$ 310,360	$ 387,973	$ 387,973
Impairment charge	$ (63,000)	$ 0	(63,000)	$ (44,100)	(78,200)
Translation adjustments			100		587
Ending balance	$ 247,460		$ 247,460		$ 310,360

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses


	As of		As of
(In thousands)	September 30, 2024		December 31, 2023
Accrued data costs	$	17,543	$	15,529
Payroll and payroll-related	6,519		10,604
Professional fees	1,507		2,203
Restructuring accrual	551		1,630
Other	2,381		4,456
Total accrued expenses	$	28,501	$	34,422

Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. In the third quarter of 2024, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered changes in the

Company's stock price, market and equity capitalization, operating results and projections. The Company performed quantitative testing on its reporting unit using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach. The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis. The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $63.0 million non-cash impairment charge for the three and nine months ended September 30, 2024.

In the second quarter of 2023, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the decline in the Company's stock price and market capitalization, among other factors. The Company performed quantitative testing on its reporting unit using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach. The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis. The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $44.1 million non-cash impairment charge for the nine months ended September 30, 2023.

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


(In thousands)



Balance as of December 31, 2022	$	387,973
Impairment charge	(78,200)
Translation adjustments	587
Balance as of December 31, 2023	310,360
Impairment charge	(63,000)
Translation adjustments	100

Balance as of September 30, 2024	$	247,460

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Obligation

The information set forth below summarizes the contractual obligations, by year, as of September 30, 2024:


	(In thousands)
2024 (remaining)	$	14,340
2025	56,155
2026	60,522
2027	48,641
2028	40,659
Thereafter	99,971
Total	$	320,288

Fair Value Measurements - Narrative (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Impairment of goodwill

$ 63,000

$ 0

$ 63,000

$ 44,100

$ 78,200

Temporary equity, initial fair value net of issuance costs

19,600

Convertible redeemable preferred stock, net of issuance costs

$ 13,017

^[1]

$ 13,000

[1]	Transactions for these line items were exclusively with related parties. Refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 9, Related Party Transactions.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Accounts receivable allowances	$ 445	$ 614
Accounts receivable, net	55,165	63,826
Current liabilities:
Accounts payable	34,277	30,551
Accrued expenses	28,501	34,422
Current contract liabilities	45,500	48,912
Non-current portion of accrued data costs	$ 36,258	$ 32,833
Convertible redeemable preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible redeemable preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Convertible redeemable preferred stock, shares issued (in shares)	95,784,903	82,527,609
Preferred stock owned, (in shares)	95,784,903	82,527,609
Stockholders' equity (deficit):
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	13,750,000	13,750,000
Common stock, shares issued (in shares)	5,228,787	5,093,380
Common stock, shares outstanding (in shares)	4,890,548	4,755,141
Treasury stock, at cost (in shares)	338,239	338,239
Related Party
Current assets:
Accounts receivable, net	$ 931	$ 786
Current liabilities:
Accounts payable	17,862	11,996
Accrued expenses	5,439	3,781
Current contract liabilities	754	1,784
Non-current portion of accrued data costs	24,756	21,908
Convertible redeemable preferred stock, aggregate liquidation preference	$ 241,194	$ 228,132

Related Party Transactions - Schedule of Transaction with Related Parties (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Related Party Transaction

Revenues

^[1],[2]

$ 88,479

$ 91,000

$ 261,111

$ 276,242

Cost of revenues

^{[1],[2],[3],[4]}

52,005

50,473

154,025

155,360

Assets

Accounts receivable, net

55,165

$ 63,826

Liabilities

Accounts payable

34,277

30,551

Accrued expenses

28,501

34,422

Non-current portion of accrued data costs

36,258

32,833

Related Party

Related Party Transaction

Revenues

2,597

2,856

7,512

8,802

Assets

Accounts receivable, net

931

786

Liabilities

Accounts payable

17,862

11,996

Accrued expenses

5,439

3,781

Non-current portion of accrued data costs

24,756

21,908

WPP | Related Party

Related Party Transaction

Revenues

1,789

2,048

5,051

6,472

Cost of revenues

2,240

2,199

6,627

7,322

Assets

Accounts receivable, net

705

525

Liabilities

Accounts payable

1,983

1,673

Accrued expenses

333

399

Contract liabilities

430

1,447

Charter | Related Party

Related Party Transaction

Revenues

501

1,543

1,500

Cost of revenues

5,124

$ 4,979

16,337

$ 14,929

Liabilities

Accounts payable

15,879

10,323

Accrued expenses

5,106

3,382

Non-current portion of accrued data costs

$ 24,756

$ 21,908

[1]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Revenues	$	2,597	$	2,856		$	7,512	$	8,802
Cost of revenues	7,364		7,178			22,964		22,251
Convertible redeemable preferred stock dividends	(4,578)		(4,286)			(13,062)		(11,983)

[2]

(1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 9, Related Party Transactions.

[3]


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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	(281)	$	113	$	118	$	435
Selling and marketing	(208)		96		71		411
Research and development	(193)		85		92		333
General and administrative	560		747		1,986		2,640
Total stock-based compensation (benefit) expense	$	(122)	$	1,041	$	2,267	$	3,819
(4) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2, Summary of Significant Accounting Policies.

[4]

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Income Statement [Abstract]

Revenues

^[1],[2]

$ 88,479

$ 91,000

$ 261,111

$ 276,242

Cost of revenues

^{[1],[2],[3],[4]}

52,005

50,473

154,025

155,360

Selling and marketing

^[3],[4]

12,515

14,794

42,691

48,984

Research and development

^[3],[4]

7,272

8,083

24,412

25,792

General and administrative

^[3],[4]

11,116

12,928

35,663

39,776

Amortization of intangible assets

764

800

2,365

4,412

Impairment of goodwill

63,000

44,100

Impairment of right-of-use and long-lived assets

1,397

1,502

1,397

1,502

Restructuring

353

968

5,455

Total expenses from operations

148,084

88,933

324,521

325,381

(Loss) income from operations

(59,605)

2,067

(63,410)

(49,139)

Other income, net

628

651

425

(Loss) gain from foreign currency transactions

(2,223)

1,090

(1,508)

(544)

Interest expense, net

(424)

(426)

(1,440)

(1,141)

(Loss) income before income taxes

(62,252)

3,359

(65,707)

(50,399)

Income tax benefit (provision)

1,622

(741)

2,315

(563)

Net (loss) income

(60,630)

2,618

(63,392)

(50,962)

Net loss available to common stockholders:

Net (loss) income

(60,630)

2,618

(63,392)

(50,962)

Convertible redeemable preferred stock dividends

^[1],[2]

(4,578)

(4,286)

(13,062)

(11,983)

Total net loss available to common stockholders, basic

$ (65,208)

$ (1,668)

$ (76,454)

$ (62,945)

Net loss per common share :

Basic (in dollars per share)

$ (12.79)

$ (0.34)

$ (15.33)

$ (13.15)

Diluted (in dollars per share)

$ (12.79)

$ (0.34)

$ (15.33)

$ (13.15)

Weighted-average number of shares used in per share calculation - Common Stock :

Basic (in shares)

5,098,415

4,885,459

4,986,746

4,785,205

Diluted (in shares)

5,098,415

4,885,459

4,986,746

4,785,205

Comprehensive (loss) income:

Net (loss) income

$ (60,630)

$ 2,618

$ (63,392)

$ (50,962)

Other comprehensive income (loss):

Foreign currency cumulative translation adjustment

2,925

(2,267)

828

(869)

Total comprehensive (loss) income

$ (57,705)

$ 351

$ (62,564)

$ (51,831)

[1]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Revenues	$	2,597	$	2,856		$	7,512	$	8,802
Cost of revenues	7,364		7,178			22,964		22,251
Convertible redeemable preferred stock dividends	(4,578)		(4,286)			(13,062)		(11,983)

[2]

(1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 9, Related Party Transactions.

[3]


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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	(281)	$	113	$	118	$	435
Selling and marketing	(208)		96		71		411
Research and development	(193)		85		92		333
General and administrative	560		747		1,986		2,640
Total stock-based compensation (benefit) expense	$	(122)	$	1,041	$	2,267	$	3,819
(4) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2, Summary of Significant Accounting Policies.

[4]

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

Fair Value Measurements - Schedule of Valuation Techniques and Significant Unobservable Inputs for Level 3 Liabilities (Details) - Level 3 - Warrants Liability - Option Pricing Model	Dec. 31, 2023 $ / shares yr
Stock price
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	16.70
Exercise price
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	20.20
Volatility
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	0.750
Term
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input \| yr	0.49
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	0.053

Organization (Details)	9 Months Ended
Organization (Details)	Sep. 30, 2024 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Disaggregation of Revenue

Total

^[1],[2]

$ 88,479

$ 91,000

$ 261,111

$ 276,242

Products and services transferred over time

Disaggregation of Revenue

Total

77,741

78,179

227,416

234,803

Products and services transferred at a point in time

Disaggregation of Revenue

Total

10,738

12,821

33,695

41,439

United States

Disaggregation of Revenue

Total

78,846

82,192

233,058

249,832

Europe

Disaggregation of Revenue

Total

5,456

4,617

15,630

13,845

Latin America

Disaggregation of Revenue

Total

1,758

1,745

5,203

5,170

Canada

Disaggregation of Revenue

Total

1,368

1,408

4,221

4,249

Other

Disaggregation of Revenue

Total

1,051

1,038

2,999

3,146

Total Content & Ad Measurement

Disaggregation of Revenue

Total

75,274

75,610

220,083

229,668

Syndicated Audience

Disaggregation of Revenue

Total

65,042

67,946

193,831

207,551

Cross-Platform

Disaggregation of Revenue

Total

10,232

7,664

26,252

22,117

Research & Insight Solutions

Disaggregation of Revenue

Total

$ 13,205

$ 15,390

$ 41,028

$ 46,574

[1]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Revenues	$	2,597	$	2,856		$	7,512	$	8,802
Cost of revenues	7,364		7,178			22,964		22,251
Convertible redeemable preferred stock dividends	(4,578)		(4,286)			(13,062)		(11,983)

[2]

(1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 9, Related Party Transactions.

Related Party Transactions - Narrative (Details)

3 Months Ended

9 Months Ended

Jul. 24, 2024

USD ($)

Jun. 27, 2024

Dec. 26, 2023

Jun. 15, 2023

Nov. 06, 2022

USD ($)

Mar. 10, 2021

USD ($)

Sep. 30, 2024

USD ($)

board_member

Sep. 30, 2023

USD ($)

Sep. 30, 2024

USD ($)

board_member

Sep. 30, 2023

USD ($)

Jun. 30, 2024

Mar. 31, 2024

Dec. 31, 2023

USD ($)

Jun. 30, 2023

May 15, 2023

Mar. 31, 2023

Dec. 31, 2022

Related Party Transaction

Common stock, shares outstanding (in shares) | shares

4,890,548

4,755,141

Deferred dividend rate (percent)

0.095

Convertible redeemable preferred stock, net of issuance costs (in shares) | shares

13,257,294

^[1]

Accrued dividends

$ 32,800,000

$ 4,400,000

Preferred stock, shares outstanding (in shares) | shares

95,784,903

82,527,609

95,784,903

82,527,609

Revenues

^[2],[3]

$ 88,479,000

$ 91,000,000

$ 261,111,000

$ 276,242,000

Related Party

Related Party Transaction

Accrued dividends

4,400,000

$ 24,100,000

Revenues

$ 2,597,000

2,856,000

$ 7,512,000

8,802,000

WPP | Related Party

Related Party Transaction

Common stock, shares outstanding (in shares) | shares

565,968

Common stock, percentage of shares outstanding owned

11.60%

Revenues

$ 1,789,000

2,048,000

$ 5,051,000

6,472,000

Pine

Related Party Transaction

Related party, transaction amount

$ 0

Pine | Related Party

Related Party Transaction

Common stock, shares outstanding (in shares) | shares

109,654

Common stock, percentage of shares outstanding owned

2.20%

Preferred stock, percentage of shares outstanding owned

33.30%

Number of directors designated to the company's board | board_member

Preferred stock, shares outstanding (in shares) | shares

31,928,301

27,509,203

Purchase of equipment

2,500,000

Qurate | Related Party

Related Party Transaction

Preferred stock, percentage of shares outstanding owned

33.30%

Revenues

$ 200,000

200,000

$ 600,000

600,000

Liberty

Related Party Transaction

Related party, transaction amount

$ 0

Liberty | Related Party

Related Party Transaction

Preferred stock, percentage of shares outstanding owned

33.30%

Number of directors designated to the company's board | board_member

Preferred stock, shares outstanding (in shares) | shares

31,928,301

27,509,203

Charter | Related Party

Related Party Transaction

Preferred stock, percentage of shares outstanding owned

33.30%

Number of directors designated to the company's board | board_member

Preferred stock, shares outstanding (in shares) | shares

31,928,301

27,509,203

Revenues

$ 501,000

$ 1,543,000

$ 1,500,000

Charter Operating | License fees in first year of term

Related Party Transaction

Related party, transaction amount

$ 10,000,000

Charter Operating | License fees in tenth year of term

Related Party Transaction

Related party, transaction amount

$ 32,300,000

Charter Operating | License fee credits

Related Party Transaction

Related party, transaction amount

$ 7,000,000

Charter Operating | Related Party

Related Party Transaction

Purchase commitment term (in years)

10 years

[1]

Transactions for these line items were exclusively with related parties. Refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 9, Related Party Transactions.

[2]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Revenues	$	2,597	$	2,856		$	7,512	$	8,802
Cost of revenues	7,364		7,178			22,964		22,251
Convertible redeemable preferred stock dividends	(4,578)		(4,286)			(13,062)		(11,983)

[3]

(1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 9, Related Party Transactions.

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 07, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-33520
Entity Registrant Name	COMSCORE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	54-1955550
Entity Address, Address Line One	11950 Democracy Drive, Suite 600
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	438-2000
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SCOR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		4,890,557
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001158172
Current Fiscal Year End Date	--12-31

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On November 1, 2024, the Company repaid the outstanding principal balance of $10.0 million under the Revolving Credit Agreement. On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Revolving Credit Agreement to extend the maturity date with respect to the outstanding letters of credit under the facility to January 31, 2025. The November 2024 Amendment reduced the aggregate lender commitments under the Revolving Credit Agreement to equal the outstanding letters of credit (totaling $3.2 million) and limited the purpose of, and use of proceeds under, the Revolving Credit Agreement to the issuance of letters of credit. Additionally, the November 2024 Amendment terminated the following financial covenants: (i) the minimum Consolidated Fixed Charge Coverage Ratio, (ii) the minimum Consolidated Asset Coverage Ratio, and (iii) the minimum Liquidity requirement, each as defined in the Revolving Credit Agreement. The November 2024 Amendment maintained the same non-financial covenants, security interest and interest rate as in effect immediately prior to the November 2024 Amendment, each as described in Footnote 6, Debt. Finally, the November 2024 Amendment provided for certain amendment fees, including a fee of $250,000 due on the new maturity date (January 31, 2025) unless all letters of credit are terminated or cash collateralized on or prior to such date.

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Accrued Expenses


	As of		As of
(In thousands)	September 30, 2024		December 31, 2023
Accrued data costs	$	17,543	$	15,529
Payroll and payroll-related	6,519		10,604
Professional fees	1,507		2,203
Restructuring accrual	551		1,630
Other	2,381		4,456
Total accrued expenses	$	28,501	$	34,422

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.
Reclassification	Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, change in fair value of warrants liability and contingent consideration have been aggregated within other operating activities on the Condensed Consolidated Statements of Cash Flows.
Reverse Stock Split	On December 12, 2023, the Company held a special meeting of stockholders of the Company (the "Special Meeting"). At the Special Meeting, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") for the purpose of effecting a reverse stock split (the "Reverse Stock Split") of all outstanding shares of Common Stock, par value $0.001 per share (the "Common Stock") and reducing the number of authorized shares of Common Stock by the same ratio as the Reverse Stock Split. Following the Special Meeting, the Board of Directors approved a final ratio of 1-for-20 for the Reverse Stock Split with an effective date of December 20, 2023. On December 20, 2023, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to implement the Reverse Stock Split, without any change to the par value of the Common Stock. The Certificate of Amendment reduced the number of authorized shares of Common Stock from 275,000,000 to 13,750,000 and the total number of shares of stock authorized for issuance from 380,000,000 to 118,750,000. The Company implemented the Reverse Stock Split on December 20, 2023. The Common Stock began trading on a split-adjusted basis on the Nasdaq Global Select Market on December 20, 2023 under the existing trading symbol "SCOR", but the security has been assigned a new CUSIP number (20564W204). As a result of the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding or held in treasury immediately prior to the Reverse Stock Split were converted into one share of Common Stock after the Reverse Stock Split. The Reverse Stock Split applied uniformly to all holders of Common Stock and did not alter any stockholder's percentage interest in the Company, except to the extent that the Reverse Stock Split would have resulted in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split, as all fractional shares were rounded down to the nearest whole share. Stockholders who would otherwise have been entitled to a fractional share of Common Stock were instead entitled to receive a proportional cash payment. Unless noted, all shares of Common Stock, including Common Stock underlying warrants, stock options, and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the Condensed Consolidated Financial Statements have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this quarterly report.
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.
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, the initial fair value determination of the 2024 Preferred Stock (as defined below), 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, 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.
Goodwill	The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the respective carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required. The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions. In the third quarter of 2024, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered changes in the Company's stock price, market and equity capitalization, operating results and projections. The Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $63.0 million non-cash impairment charge during the three and nine months ended September 30, 2024. In the second quarter of 2023, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $44.1 million non-cash impairment charge during the nine months ended September 30, 2023.
Recoverability of Other Long-Lived Assets	The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. In the third quarter of 2024, the Company performed an analysis related to the execution of a sublease for an office space for which expected cash receipts are less than the disbursements for the primary lease. The Company recorded a $1.4 million non-cash impairment charge related to the ROU asset and associated leasehold improvements for the three and nine months ended September 30, 2024. The fair value of the ROU asset was estimated using an income approach and a discount rate of 9.3%. In the third quarter of 2023, the Company performed an analysis related to the abandonment of two leased office spaces, which changed the extent and manner for which the ROU assets and related long-lived assets were being used. The Company recorded a non-cash impairment charge of $1.5 million related to the ROU assets for the three and nine months ended September 30, 2023.
Preferred Stock	The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction. On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock (the "2024 Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024. Shares of the 2024 Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company. In connection with the issuance of the 2024 Preferred Stock, the Company and the holders of the Preferred Stock also entered into an amendment to the Stockholders Agreement between the parties. Among other things, the amendment reduced the $100.0 million special dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional Preferred Stock ($32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current special dividend threshold is $47.0 million. The Preferred Stock (including the 2024 Preferred Stock) is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of September 30, 2024 because a deemed liquidation event is not considered probable. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of September 30, 2024, 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.
Other Income, Net	Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations.
Loss Per Share	The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, warrants, stock options and restricted stock units, and contingent consideration liability to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share.
Income Taxes	The Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of its Preferred Stock transactions. Therefore, all of the Company's U.S. net operating loss carryforwards are subject to annual limitations under Section 382. The Company's deferred tax asset related to its U.S. federal net operating loss carryforwards has been revalued to reflect the amount of carryforwards that are utilizable under the Section 382 limitations; however, the same analysis for the Company's state net operating loss carryforwards has not yet been completed. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax asset related to these limited U.S. state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures.
Recent Accounting Guidance Issued But Not Adopted at September 30, 2024	In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments in this update should be applied on a prospective basis. Retroactive application is permitted. The Company expects to adopt the new standard effective January 1, 2025 and is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures. In November 2023, the FASB issued ASU 2023-08, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures
Fair Value Measurements	The primary sensitivities in the valuation of the warrants liability were driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term.

Commitments and Contingencies - Schedule of Contractual Obligation (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024 (remaining)	$ 14,340
2025	56,155
2026	60,522
2027	48,641
2028	40,659
Thereafter	99,971
Total	$ 320,288

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2024

Mar. 31, 2024

Sep. 30, 2023

Mar. 31, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Operating activities:

Net loss

$ (60,630)

$ (1,054)

$ 2,618

$ (8,671)

$ (63,392)

$ (50,962)

Adjustments to reconcile net loss to net cash provided by operating activities:

Impairment of goodwill

63,000

44,100

$ 78,200

Depreciation

16,194

14,613

Non-cash operating lease expense

4,031

4,196

Amortization expense of finance leases

2,691

1,268

Amortization of intangible assets

764

800

2,365

4,412

Stock-based compensation expense

2,267

3,819

Impairment of right-of-use and long-lived assets

1,397

1,502

1,397

1,502

Deferred tax benefit

(2,182)

(61)

Other

947

1,140

Changes in operating assets and liabilities:

Accounts receivable

8,399

21,899

Prepaid expenses and other assets

4,722

132

Accounts payable, accrued expenses and other liabilities

588

(2,779)

Contract liabilities and customer advances

(6,172)

(7,013)

Operating lease liabilities

(6,715)

(5,981)

Net cash provided by operating activities

28,140

30,285

Investing activities:

Capitalized internal-use software costs

(18,189)

(16,609)

Purchases of property and equipment

(579)

(1,240)

Net cash used in investing activities

(18,768)

(17,849)

Financing activities:

Payments of line of credit

(6,000)

Contingent consideration payment at initial value

(3,704)

(1,037)

Principal payments on finance leases

(2,172)

(1,337)

Other

(266)

(276)

Net cash used in financing activities

(12,142)

(2,650)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

(2,751)

9,811

Cash, cash equivalents and restricted cash at beginning of period

$ 22,936

$ 20,442

22,936

20,442

Cash, cash equivalents and restricted cash at end of period

20,185

30,253

20,185

30,253

22,936

Cash and cash equivalents

19,996

30,067

19,996

30,067

22,750

Restricted cash

189

186

189

186

Total cash, cash equivalents and restricted cash

$ 20,185

$ 30,253

20,185

30,253

$ 22,936

Supplemental disclosures of non-cash investing and financing activities:

Issuance of convertible redeemable preferred stock (related parties)

^[1]

32,771

Right-of-use assets obtained in exchange for finance lease liabilities

7,861

3,048

Convertible redeemable preferred stock dividends accrued but not yet paid (related parties)

4,424

11,983

Settlement of restricted stock unit liability

1,895

2,761

Change in accounts payable and accrued expenses related to capital expenditures

799

1,170

Right-of-use assets obtained in exchange for operating lease liabilities

$ 0

$ 1,211

[1]

The preferred stock issuance was initially recognized at fair value. The Company recorded the initial fair value, net of issuance costs, of $19.6 million within

mezzanine equity and the remaining $13.0 million within additional paid-in capital on the Condensed Consolidated Balance Sheet as of September 30, 2024. Refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Accrued data costs	$ 17,543	$ 15,529
Payroll and payroll-related	6,519	10,604
Professional fees	1,507	2,203
Restructuring accrual	551	1,630
Other	2,381	4,456
Total accrued expenses	$ 28,501	$ 34,422

Subsequent Events (Details) - USD ($) $ in Thousands		9 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Nov. 01, 2024	Sep. 30, 2024	Sep. 30, 2023	Nov. 05, 2024
Subsequent Event [Line Items]
Payments of line of credit		$ 6,000	$ 0
Subsequent event \| Revolving credit facility
Subsequent Event [Line Items]
Payments of line of credit	$ 10,000
Letters of credit outstanding	3,200			$ 3,200
Amendment fee amount	$ 250

Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Liabilities
Contingent consideration liability	$ 1,200		$ 4,900
Recurring
Liabilities
Contingent consideration liability	1,191	$ 4,806
Total liabilities	1,191	5,475
Recurring \| Warrants liability
Liabilities
Warrants liability	0	669
Level 1 \| Recurring
Liabilities
Contingent consideration liability	0	0
Total liabilities	0	0
Level 1 \| Recurring \| Warrants liability
Liabilities
Warrants liability	0	0
Level 2 \| Recurring
Liabilities
Contingent consideration liability	1,191	4,806
Total liabilities	1,191	4,806
Level 2 \| Recurring \| Warrants liability
Liabilities
Warrants liability	0	0
Level 3 \| Recurring
Liabilities
Contingent consideration liability	0	0
Total liabilities	0	669
Level 3 \| Recurring \| Warrants liability
Liabilities
Warrants liability	$ 0	$ 669

Revenue Recognition - Narrative (Details)	9 Months Ended
Revenue Recognition - Narrative (Details)	Sep. 30, 2024 segment
Revenue from Contract with Customer [Abstract]
Number of reportable segments	1

Summary of Significant Accounting Policies - Narrative (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Jul. 24, 2024

USD ($)

Jul. 23, 2024

USD ($)

Dec. 12, 2023

$ / shares

May 16, 2023

Sep. 30, 2024

USD ($)

$ / shares

Sep. 30, 2023

USD ($)

office_space

Sep. 30, 2024

USD ($)

$ / shares

Sep. 30, 2023

USD ($)

Dec. 31, 2023

USD ($)

$ / shares

Dec. 20, 2023

Dec. 19, 2023

Jan. 31, 2021

$ / shares

Subsidiary, Sale of Stock [Line Items]

Common stock, par value (in dollars per share) | $ / shares

$ 0.001

Stockholders' equity, reverse stock split

0.05

Common stock, shares authorized (in shares) | shares

13,750,000

275,000,000

Number of shares authorized (in shares) | shares

118,750,000

380,000,000

Impairment of goodwill

$ 63,000

$ 0

$ 63,000

$ 44,100

$ 78,200

Impairment of right-of-use and long-lived assets

$ 1,397

$ 1,502

$ 1,397

$ 1,502

Operating lease, number of office spaces abandoned | office_space

Convertible redeemable preferred stock, par value (in dollars per share) | $ / shares

$ 0.001

Convertible redeemable preferred stock, net of issuance costs (in shares) | shares

13,257,294

^[1]

Accrued dividends

$ 32,800

$ 4,400

Liquidation preference

32,800

Preferred stock, special dividend threshold

$ 47,000

$ 100,000

$ 47,000

Preferred Stock

Subsidiary, Sale of Stock [Line Items]

Sale of stock (in shares) | shares

27,509,203

Measurement Input, Discount Rate | Valuation, income approach

Subsidiary, Sale of Stock [Line Items]

ROU assets and leasehold improvements, measurement input

0.093

[1]	Transactions for these line items were exclusively with related parties. Refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 9, Related Party Transactions.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 19,996	$ 22,750
Restricted cash	189	186
Accounts receivable, net of allowances of $445 and $614, respectively ($931 and $786 of accounts receivable attributable to related parties, respectively)	55,165	63,826
Prepaid expenses and other current assets	9,583	11,228
Total current assets	84,933	97,990
Property and equipment, net	48,856	41,574
Operating right-of-use assets	14,070	18,628
Deferred tax assets	3,484	2,588
Intangible assets, net	5,750	8,115
Goodwill	247,460	310,360
Other non-current assets	7,909	12,040
Total assets	412,462	491,295
Current liabilities:
Accounts payable ($17,862 and $11,996 attributable to related parties, respectively)	34,277	30,551
Accrued expenses ($5,439 and $3,781 attributable to related parties, respectively)	28,501	34,422
Contract liabilities ($754 and $1,784 attributable to related parties, respectively)	45,500	48,912
Revolving line of credit	10,000	16,000
Accrued dividends (related parties)	4,424	24,132
Customer advances	8,034	11,076
Current operating lease liabilities	8,417	7,982
Contingent consideration	1,191	4,806
Other current liabilities	3,815	4,680
Total current liabilities	144,159	182,561
Non-current operating lease liabilities	16,605	23,003
Non-current portion of accrued data costs ($24,756 and $21,908 attributable to related parties, respectively)	36,258	32,833
Deferred tax liabilities	0	1,321
Other non-current liabilities	10,706	7,589
Total liabilities	207,728	247,307
Commitments and contingencies
Convertible redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 95,784,903 shares and 82,527,609 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively; aggregate liquidation preference of $241,194 as of September 30, 2024, and $228,132 as of December 31, 2023 (related parties)	207,470	187,885
Stockholders' equity (deficit):
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of September 30, 2024 and December 31, 2023; no shares issued or outstanding as of September 30, 2024 or December 31, 2023	0	0
Common stock, $0.001 par value; 13,750,000 shares authorized as of September 30, 2024 and December 31, 2023; 5,228,787 shares issued and 4,890,548 shares outstanding as of September 30, 2024, and 5,093,380 shares issued and 4,755,141 shares outstanding as of December 31, 2023	5	5
Additional paid-in capital	1,713,399	1,696,612
Accumulated other comprehensive loss	(13,282)	(14,110)
Accumulated deficit	(1,472,874)	(1,396,420)
Treasury stock, at cost, 338,239 shares as of September 30, 2024 and December 31, 2023	(229,984)	(229,984)
Total stockholders' equity (deficit)	(2,736)	56,103
Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit)	$ 412,462	$ 491,295

Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Jul. 24, 2024

USD ($)

$ / shares

Jul. 23, 2024

USD ($)

Jun. 27, 2024

Dec. 26, 2023

Jun. 15, 2023

Mar. 10, 2021

USD ($)

Oct. 14, 2019

Jun. 23, 2019

USD ($)

$ / shares

Sep. 30, 2024

USD ($)

Sep. 30, 2024

USD ($)

Dec. 20, 2023

Share-based Compensation Arrangement by Share-based Payment Award

Convertible redeemable preferred stock, net of issuance costs (in shares) | shares

13,257,294

^[1]

Convertible redeemable preferred stock, net of issuance costs

^[1]

$ 19,585

Dividend rate (percent)

7.50%

Preferred stock cumulative dividend rate (percent)

9.50%

Deferred dividend rate (percent)

0.095

Accrued dividends

$ 32,800

$ 4,400

Preferred stock, convertible, shares issuable (in shares) | shares

662,862

Preferred stock, convertible, conversion price (in USD per share) | $ / shares

$ 49.438

Preferred stock, special dividend threshold

$ 47,000

$ 100,000

47,000

Liquidation preference

$ 32,800

Temporary equity, initial fair value net of issuance costs

19,600

Convertible redeemable preferred stock, net of issuance costs

$ 13,017

^[1]

$ 13,000

Common stock warrants exercised (in shares) | shares

136,425

Number of securities called by warrants or rights (in shares) | shares

272,851

Price of warrants (in dollars per share) | $ / shares

$ 15.83

Warrants liability

Share-based Compensation Arrangement by Share-based Payment Award

Number of securities called by warrants or rights (in shares) | shares

136,425

Private Placement

Share-based Compensation Arrangement by Share-based Payment Award

Convertible redeemable preferred stock, net of issuance costs (in shares) | shares

82,527,609

Gross proceeds

$ 204,000

Convertible redeemable preferred stock, net of issuance costs

$ 187,900

Conversion ratio (in shares)

0.050934

0.05

Conversion ratio upon payment of accrued dividends (in shares)

0.05

Sale of stock (in shares) | shares

136,425

Sale price per share (in dollars per share) | $ / shares

$ 146.60

Gross proceeds from sale

$ 20,000

Private Placement | Warrants liability

Share-based Compensation Arrangement by Share-based Payment Award

Exercisable period (in years)

5 years

[1]	Transactions for these line items were exclusively with related parties. Refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 9, Related Party Transactions.

Revenue Recognition - Schedule of Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 55,165	$ 63,826
Current and non-current contract assets	5,267	8,833
Current contract liabilities	45,500	48,912
Current customer advances	8,034	11,076
Non-current contract liabilities	$ 977	$ 605

Fair Value Measurements - Schedule of Changes in Level 3 Fair Valued Instruments (Details) - Warrants Liability - Level 3 - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 669	$ 718
Total gain (loss) recognized due to remeasurement and expiration of warrants	(669)	(407)
Ending balance	$ 0	$ 311

Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2024
Stockholders' Equity Note [Abstract]
Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)	Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) 2021 Issuance of Preferred Stock On March 10, 2021, the Company issued and sold 82,527,609 shares of Preferred Stock in exchange for aggregate gross proceeds of $204.0 million. Net proceeds from the Transactions totaled $187.9 million after deducting issuance costs. The 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 (on June 30 of each year) and subject to increase under certain specified circumstances. The annual dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared. In the event the annual dividends are not paid on the annual payment date, the dividends otherwise payable on such date shall continue to accrue and cumulate at a rate of 9.5% per annum, until such failure is cured. In addition, the holders of Preferred Stock are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on March 10, 2021 and amended on July 24, 2024 (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. At the annual meeting of stockholders of the Company held on June 15, 2023 (the "Annual Meeting"), the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations of the Preferred Stock. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date (the "June 2023 Waivers"). Upon receipt of the June 2023 Waivers, the Company's Board elected to defer the June 30, 2023 payment. Under the June 2023 Waivers and the Certificate of Designations, the deferred dividends would accrue and accumulate at a rate of 9.5% per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023. On December 26, 2023, each holder of Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023 (the "December Waivers"). Under the December Waivers and the Certificate of Designations, the deferred dividends would continue to accrue and accumulate at a rate of 9.5% per year until declared and paid, with payment to occur on or before June 30, 2024. On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024 (the "June 2024 Waivers"). In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024. Under the June 2024 Waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5% per year until declared and paid, with payment to occur on or before July 31, 2024. 2024 Issuance of Preferred Stock On July 24, 2024 (the "2024 Issuance Date"), the Company issued 13,257,294 shares of Preferred Stock (the "2024 Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024. As of the 2024 Issuance Date, shares of 2024 Preferred Stock were convertible into 662,862 shares of the Company's Common Stock, representing an effective conversion price of $49.438 per share for the canceled dividend obligation. Shares of 2024 Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company, including that holders are entitled to cumulative dividends at a rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances. In connection with the issuance, the Company and the holders of Preferred Stock also entered into an amendment to the Stockholders Agreement. Among other things, the amendment reduced the $100.0 million Special Dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the 2024 Preferred Stock ($32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current Special Dividend threshold is $47.0 million. For purposes of the Condensed Consolidated Financial Statements, the 2024 Preferred Stock issuance was deemed to be a payment of the deferred dividends in the form of Preferred Stock, and the cancellation of the deferred dividend balance constituted an extinguishment of the liability. For extinguishments of a liability, the difference between the requisition price and the net carrying amount of the liability being extinguished should be recognized as a gain or loss when the liability is extinguished. Therefore, the Company estimated the fair value using a binomial lattice model, a form of the income approach, utilizing Level 3 unobservable inputs. The Company used significant inputs and assumptions which included the price and expected volatility of the Common Stock, risk-adjusted discount rate, risk-free rate, expected term, deferred dividends and the timing and probability of a Special Dividend being called and paid as of the 2024 Issuance Date. The Company recorded the fair value of the 2024 Preferred Stock, net of issuance costs of $19.6 million within mezzanine equity. The remaining $13.0 million of the cancelled dividend balance was recognized in additional paid-in capital on the Condensed Consolidated Balance Sheet as of September 30, 2024, because gains in transactions with related parties are recognized as equity contributions. The Preferred Stock (including the 2024 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 right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. Due to the Reverse Stock Split effected on December 20, 2023, the conversion factor was adjusted to 0.05 pursuant to the Certificate of Designations of the Preferred Stock. As of September 30, 2024, each share of Preferred Stock (including each share of 2024 Preferred Stock) was convertible into 0.050934 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends. As of September 30, 2024, no shares of Preferred Stock had been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $4.4 million. 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI Investments, Inc. ("CVI"), pursuant to which CVI agreed to purchase (i) 136,425 shares of Common Stock (the "Initial Shares"), at a price of $146.60 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired in 2020. The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 136,425 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares that were issuable under the Series A Warrants was increased by 136,425. The Series A Warrants were exercisable by the holders for a period of five years from the CVI Closing Date and were exercisable into 272,851 shares of Common Stock, which was equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described above), at an adjusted exercise price equal to $15.83. The Series A Warrants expired on June 26, 2024.

Organizational Restructuring - Narrative (Details) $ in Millions	Sep. 19, 2022 USD ($)
Minimum
Restructuring Cost and Reserve [Line Items]
Estimated cost remaining	$ 10
Maximum
Restructuring Cost and Reserve [Line Items]
Estimated cost remaining	$ 15

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Goodwill (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Carrying Value of Goodwill

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


(In thousands)



Balance as of December 31, 2022	$	387,973
Impairment charge	(78,200)
Translation adjustments	587
Balance as of December 31, 2023	310,360
Impairment charge	(63,000)
Translation adjustments	100

Balance as of September 30, 2024	$	247,460

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Revenue Recognition - Schedule of Changes in Contract Balances (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue recognized that was included in the opening contract liabilities balance	$ (46,807)	$ (46,883)
Cash received or amounts billed in advance and not recognized as revenue	$ 39,728	$ 43,651

Revenue Recognition - Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Millions	Sep. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation	$ 200
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	17.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	48.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	23.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, expected timing of satisfaction, period

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Statement of Cash Flows [Abstract]

Temporary equity, initial fair value net of issuance costs

$ 19,600

Convertible redeemable preferred stock, net of issuance costs

$ 13,017

^[1]

$ 13,000

[1]	Transactions for these line items were exclusively with related parties. Refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 9, Related Party Transactions.

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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


(In thousands)	Three Months Ended September 30,					Nine Months Ended September 30,
By solution group:	2024			2023		2024		2023
Content & Ad Measurement
Syndicated Audience	$	65,042		$	67,946	$	193,831	$	207,551
Cross-Platform	10,232			7,664		26,252		22,117
Total Content & Ad Measurement	75,274			75,610		220,083		229,668
Research & Insight Solutions	13,205			15,390		41,028		46,574
Total	$	88,479	.	$	91,000	$	261,111	$	276,242

The following table presents the Company's revenue disaggregated by geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer.






(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
By geographical market:	2024		2023		2024		2023
United States	$	78,846	$	82,192	$	233,058	$	249,832
Europe	5,456		4,617		15,630		13,845
Latin America	1,758		1,745		5,203		5,170
Canada	1,368		1,408		4,221		4,249
Other	1,051		1,038		2,999		3,146
Total	$	88,479	$	91,000	$	261,111	$	276,242

By timing of revenue recognition:
Products and services transferred over time	$	77,741	$	78,179	$	227,416	$	234,803
Products and services transferred at a point in time	10,738		12,821		33,695		41,439
Total	$	88,479	$	91,000	$	261,111	$	276,242

Schedule of Contract Balances

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


	As of		As of
(In thousands)	September 30, 2024		December 31, 2023
Accounts receivable, net	$	55,165	$	63,826
Current and non-current contract assets	5,267		8,833
Current contract liabilities	45,500		48,912
Current customer advances	8,034		11,076
Non-current contract liabilities	977		605

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


	Nine Months Ended September 30,
(In thousands)	2024		2023
Revenue recognized that was included in the opening contract liabilities balance	$	(46,807)	$	(46,883)
Cash received or amounts billed in advance and not recognized as revenue	39,728		43,651

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments

The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with multichannel video programming distributors ("MVPDs") and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms of less than one year to seven years. As of September 30, 2024, the total fixed payment obligations related to set-top box and connected television data agreements are $294.9 million and $25.4 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of September 30, 2024:


	(In thousands)
2024 (remaining)	$	14,340
2025	56,155
2026	60,522
2027	48,641
2028	40,659
Thereafter	99,971
Total	$	320,288

Contingencies

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

Current Matters

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

Indemnification

The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its directors and officers, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by

reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification.

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

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Related Party Transactions

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Revenues	$	1,789	$	2,048	$	5,051	$	6,472
Cost of revenues	2,240		2,199		6,627		7,322

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


	As of		As of
(In thousands)	September 30, 2024		December 31, 2023
Assets
Accounts receivable, net	$	705	$	525
Liabilities
Accounts payable	$	1,983	$	1,673
Accrued expenses	333		399
Contract liabilities	430		1,447

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Revenues	$	501	$	501	$	1,543	$	1,500
Cost of revenues	5,124		4,979		16,337		14,929

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


	As of		As of
(In thousands)	September 30, 2024		December 31, 2023
Accounts payable	$	15,879	$	10,323
Accrued expenses	5,106		3,382
Non-current portion of accrued data costs	24,756		21,908

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Revenues

^[1],[2]

$ 88,479

$ 91,000

$ 261,111

$ 276,242

Cost of revenues

^{[1],[2],[3],[4]}

52,005

50,473

154,025

155,360

Convertible redeemable preferred stock dividends

^[1],[2]

(4,578)

(4,286)

(13,062)

(11,983)

Total stock-based compensation (benefit) expense

(122)

1,041

2,267

3,819

Cost of revenues

Total stock-based compensation (benefit) expense

(281)

113

118

435

Selling and marketing

Total stock-based compensation (benefit) expense

(208)

411

Research and development

Total stock-based compensation (benefit) expense

(193)

333

General and administrative

Total stock-based compensation (benefit) expense

560

747

1,986

2,640

Related Party

Revenues

2,597

2,856

7,512

8,802

Convertible redeemable preferred stock dividends

(4,578)

(4,286)

(13,062)

(11,983)

Related Party | Cost of revenues

Cost of revenues

$ 7,364

$ 7,178

$ 22,964

$ 22,251

[1]


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Revenues	$	2,597	$	2,856		$	7,512	$	8,802
Cost of revenues	7,364		7,178			22,964		22,251
Convertible redeemable preferred stock dividends	(4,578)		(4,286)			(13,062)		(11,983)

[2]

(1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 9, Related Party Transactions.

[3]


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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	(281)	$	113	$	118	$	435
Selling and marketing	(208)		96		71		411
Research and development	(193)		85		92		333
General and administrative	560		747		1,986		2,640
Total stock-based compensation (benefit) expense	$	(122)	$	1,041	$	2,267	$	3,819
(4) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2, Summary of Significant Accounting Policies.

[4]

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

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Paragraph 32
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

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

Reclassification

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, change in fair value of warrants liability and contingent consideration have been aggregated within other operating activities on the Condensed Consolidated Statements of Cash Flows.

Reverse Stock Split

On December 12, 2023, the Company held a special meeting of stockholders of the Company (the "Special Meeting"). At the Special Meeting, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") for the purpose of effecting a reverse stock split (the "Reverse Stock Split") of all outstanding shares of Common Stock, par value $0.001 per share (the "Common Stock") and reducing the number of authorized shares of Common Stock by the same ratio as the Reverse Stock Split. Following the Special Meeting, the Board of Directors approved a final ratio of 1-for-20 for the Reverse Stock Split with an effective date of December 20, 2023.

On December 20, 2023, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware to implement the Reverse Stock Split, without any change to the par value of the Common Stock. The Certificate of Amendment reduced the number of authorized shares of Common Stock from 275,000,000 to 13,750,000 and the total number of shares of stock authorized for issuance from 380,000,000 to 118,750,000. The Company implemented the Reverse Stock Split on December 20, 2023.

The Common Stock began trading on a split-adjusted basis on the Nasdaq Global Select Market on December 20, 2023 under the existing trading symbol "SCOR", but the security has been assigned a new CUSIP number (20564W204).

As a result of the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding or held in treasury immediately prior to the Reverse Stock Split were converted into one share of Common Stock after the Reverse Stock Split. The Reverse Stock Split applied uniformly to all holders of Common Stock and did not alter any stockholder's percentage interest in the Company, except to the extent that the Reverse Stock Split would have resulted in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split, as all fractional shares were rounded down to the nearest whole share. Stockholders who would otherwise have been entitled to a fractional share of Common Stock were instead entitled to receive a proportional cash payment.

Unless noted, all shares of Common Stock, including Common Stock underlying warrants, stock options, and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the Condensed Consolidated Financial Statements have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this quarterly report.

Unaudited Interim Financial Information

The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods

presented. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 10-K"). The Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2024 or thereafter. All references to September 30, 2024 and 2023 in the Notes to Condensed Consolidated Financial Statements are unaudited.

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, the initial fair value determination of the 2024 Preferred Stock (as defined below), 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, 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.

Goodwill

The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the respective carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required.

The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge.

The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions.

In the third quarter of 2024, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered changes in the Company's stock price, market and equity capitalization, operating results and projections. The Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $63.0 million non-cash impairment charge during the three and nine months ended September 30, 2024.

In the second quarter of 2023, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $44.1 million non-cash impairment charge during the nine months ended September 30, 2023.

For further information refer to Footnote 4, Goodwill.

Recoverability of Other Long-Lived Assets

The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable.

In the third quarter of 2024, the Company performed an analysis related to the execution of a sublease for an office space for which expected cash receipts are less than the disbursements for the primary lease. The Company recorded a $1.4 million non-cash impairment charge related to the ROU asset and associated leasehold improvements for the three and nine months ended September 30, 2024. The fair value of the ROU asset was estimated using an income approach and a discount rate of 9.3%.

In the third quarter of 2023, the Company performed an analysis related to the abandonment of two leased office spaces, which changed the extent and manner for which the ROU assets and related long-lived assets were being used. The Company recorded a non-cash impairment charge of $1.5 million related to the ROU assets for the three and nine months ended September 30, 2023.

Preferred Stock

In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. (together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $0.001 ("Preferred Stock") described in Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021.

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

On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock (the "2024 Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024. Shares of the 2024 Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company. In connection with the issuance of the 2024 Preferred Stock, the Company and the holders of the Preferred Stock also entered into an amendment to the Stockholders Agreement between the parties. Among other things, the amendment reduced the $100.0 million special dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional Preferred Stock ($32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current special dividend threshold is $47.0 million.

The Preferred Stock (including the 2024 Preferred Stock) is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of September 30, 2024 because a deemed liquidation event is not considered probable.

The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of September 30, 2024, 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.

Other Income, Net

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


	Three Months Ended September 30,			Nine Months Ended September 30,
(In thousands)		2024		2023		2024		2023
Change in fair value of warrants liability		$	—	$	634	$	669	$	407
Other		—		(6)		(18)		18
Total other income, net		$	—	$	628	$	651	$	425

Loss Per Share

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

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Preferred stock (1)	4,805,301	4,441,099	4,661,642	4,285,418
Stock options and restricted stock units	280,598	290,841	301,595	296,337
Contingent consideration (2)	175,552	401,311	175,552	401,311
Warrants	—	272,851	177,254	272,851
Total	5,261,451	5,406,102	5,316,043	5,255,917

Income Taxes

The Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of its Preferred Stock transactions. Therefore, all of the Company's U.S. net operating loss carryforwards are subject to annual limitations under Section 382. The Company's deferred tax asset related to its U.S. federal net operating loss carryforwards has been revalued to reflect the amount of carryforwards that are utilizable under the Section 382 limitations; however, the same analysis for the Company's state net operating loss carryforwards has not yet been completed. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax asset related to these limited U.S. state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures.

Recent Accounting Guidance Issued But Not Adopted at September 30, 2024

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments in this update should be applied on a prospective basis. Retroactive application is permitted. The Company expects to adopt the new standard effective January 1, 2025 and is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures.

In November 2023, the FASB issued ASU 2023-08, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Transactions with WPP

As of September 30, 2024 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.6% of the outstanding Common Stock. The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Revenues	$	1,789	$	2,048	$	5,051	$	6,472
Cost of revenues	2,240		2,199		6,627		7,322

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


	As of		As of
(In thousands)	September 30, 2024		December 31, 2023
Assets
Accounts receivable, net	$	705	$	525
Liabilities
Accounts payable	$	1,983	$	1,673
Accrued expenses	333		399
Contract liabilities	430		1,447

Transactions with Charter, Qurate, Liberty and Pine

Through May 15, 2023, Charter, Qurate, and Pine each held 33.3% of the outstanding shares of Preferred Stock. On May 16, 2023, Qurate sold its Preferred Stock to Liberty, and as of September 30, 2024, Charter, Liberty and Pine each hold 33.3% of the outstanding shares of Preferred Stock. Charter, Liberty and Pine are entitled to convert the Preferred Stock into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations. As of September 30, 2024 (based on public filings), Pine also owned 109,654 shares of the Company's outstanding Common Stock, representing 2.2% of the outstanding Common Stock. In addition, Charter, Liberty and Pine each designated two members of the Company's Board in accordance with the Stockholders Agreement.

At the Annual Meeting on June 15, 2023, the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date. Under the waivers and the Certificate of Designations, the deferred dividends would accrue at a rate of 9.5% per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023.

On December 26, 2023, each holder of Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023. Under the December Waivers and the Certificate of Designations, the deferred dividends would continue to accrue and accumulate at a rate of 9.5% per year until declared and paid, with payment to occur on or before June 30, 2024.

On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024. In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024. Under the June 2024 Waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5% per year until declared and paid, with payment to occur on or before July 31, 2024, subject to certain conditions.

On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024. For further information refer to Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

As of September 30, 2024 and December 31, 2023, Charter, Liberty and Pine each owned 31,928,301 and 27,509,203 shares of Preferred Stock, respectively. Accrued dividends to the holders of Preferred Stock as of September 30, 2024 and December 31, 2023 were $4.4 million and $24.1 million, respectively.

Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter. Under the DLA, Charter Operating will bill the Company for license fees according to a payment schedule that gradually increases from $10.0 million in the first year of the term to $32.3 million in the tenth year of the term. The Company recognizes expense for the license fees ratably over the term. On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company received license fee credits totaling $7.0 million. In June 2023, the Company exchanged correspondence with counsel to Charter Operating regarding Charter Operating's compliance with certain terms of the DLA. In response, Charter Operating denied the Company's concerns and notified the Company of alleged breaches of the DLA by the Company. If either party were to terminate the DLA, all amounts then due to Charter Operating would be immediately due and payable, and Charter Operating could seek liquidated damages as set forth in the DLA. To date, however, neither party has indicated that it intends to terminate the DLA, and the parties are discussing a resolution to the matter.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Revenues	$	501	$	501	$	1,543	$	1,500
Cost of revenues	5,124		4,979		16,337		14,929

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


	As of		As of
(In thousands)	September 30, 2024		December 31, 2023
Accounts payable	$	15,879	$	10,323
Accrued expenses	5,106		3,382
Non-current portion of accrued data costs	24,756		21,908

The Company had no transactions with Pine and Liberty, other than the 2024 Preferred Stock issuance for the three and nine months ended September 30, 2024. In the third quarter of 2023, the Company entered into a finance lease with a third-party vendor that is not a related party. In conjunction with this transaction, the third-party vendor purchased equipment for $2.5 million from a Pine affiliate (related party). The Company had no additional transactions with Pine and no transactions with Liberty for the three and nine months ended September 30, 2023.

The Company recognized revenues of $0.2 million during the three months ended September 30, 2024 and 2023, and $0.6 million during the nine months ended September 30, 2024 and 2023 from transactions with Qurate and its affiliates in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 235
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-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Revenue Recognition

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

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


(In thousands)	Three Months Ended September 30,					Nine Months Ended September 30,
By solution group:	2024			2023		2024		2023
Content & Ad Measurement
Syndicated Audience	$	65,042		$	67,946	$	193,831	$	207,551
Cross-Platform	10,232			7,664		26,252		22,117
Total Content & Ad Measurement	75,274			75,610		220,083		229,668
Research & Insight Solutions	13,205			15,390		41,028		46,574
Total	$	88,479	.	$	91,000	$	261,111	$	276,242






(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
By geographical market:	2024		2023		2024		2023
United States	$	78,846	$	82,192	$	233,058	$	249,832
Europe	5,456		4,617		15,630		13,845
Latin America	1,758		1,745		5,203		5,170
Canada	1,368		1,408		4,221		4,249
Other	1,051		1,038		2,999		3,146
Total	$	88,479	$	91,000	$	261,111	$	276,242

By timing of revenue recognition:
Products and services transferred over time	$	77,741	$	78,179	$	227,416	$	234,803
Products and services transferred at a point in time	10,738		12,821		33,695		41,439
Total	$	88,479	$	91,000	$	261,111	$	276,242

Contract Balances

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


	As of		As of
(In thousands)	September 30, 2024		December 31, 2023
Accounts receivable, net	$	55,165	$	63,826
Current and non-current contract assets	5,267		8,833
Current contract liabilities	45,500		48,912
Current customer advances	8,034		11,076
Non-current contract liabilities	977		605

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


	Nine Months Ended September 30,
(In thousands)	2024		2023
Revenue recognized that was included in the opening contract liabilities balance	$	(46,807)	$	(46,883)
Cash received or amounts billed in advance and not recognized as revenue	39,728		43,651

Remaining Performance Obligations

As of September 30, 2024, approximately $200 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year. The Company expects to recognize revenue on approximately 17% of these remaining performance obligations during the remainder of 2024, approximately 48% in 2025, and approximately 23% in 2026, with the remainder recognized thereafter.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details