|
|
|
|
|
Delaware
|
|
001–33520
|
|
54–1955550
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Name
|
|
Target Award
(% of Base Salary)
|
William Livek
President and Executive Vice Chairman
|
|
100%
|
Gregory Fink
Chief Financial Officer
|
|
75%
|
Carol DiBattiste
General Counsel & Chief Compliance, Privacy and People Officer
|
|
80%
|
Exhibit No.
|
|
Description
|
10.1
|
|
|
99.1
|
|
|
99.2
|
|
|
|
|
comScore, Inc.
|
||
|
|
|
By:
|
|
/s/ Carol A. DiBattiste
|
|
|
Carol A. DiBattiste
|
|
|
General Counsel & Chief Compliance, Privacy and People Officer
|
By:
|
/s/ Carol DiBattiste
|
|
|
|
Name: Carol DiBattiste
|
|
Title: General Counsel & Chief Compliance, Privacy and People Officer
|
|
By:
|
/s/ Susan J. Riley
|
|
|
|
Name: Susan Riley
|
Contact:
|
Jim Barron/Robin Weinberg
|
|
212-687-8080
|
|
press@comscore.com
|
|
December 31,
|
||||||||
|
2017
|
|
2016
|
||||||
Assets
|
|
|
|
||||||
Current assets:
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
37,859
|
|
|
|
$
|
84,111
|
|
|
Restricted cash
|
7,266
|
|
|
|
4,230
|
|
|
||
Marketable securities
|
—
|
|
|
|
28,412
|
|
|
||
Accounts receivable, net of allowance ($2,899 and $8,412 of accounts receivable attributable to related parties)
|
82,029
|
|
|
|
96,230
|
|
|
||
Prepaid expenses and other current assets ($0 and $2,923 attributable to related parties)
|
15,168
|
|
|
|
19,450
|
|
|
||
Insurance recoverable on litigation settlements
|
37,232
|
|
|
|
—
|
|
|
||
Total current assets
|
179,554
|
|
|
|
232,433
|
|
|
||
Property and equipment, net
|
28,893
|
|
|
|
42,001
|
|
|
||
Other non-current assets ($0 and $185 attributable to related parties)
|
7,259
|
|
|
|
7,176
|
|
|
||
Deferred tax assets
|
4,532
|
|
|
|
5,117
|
|
|
||
Intangible assets, net
|
159,777
|
|
|
|
194,168
|
|
|
||
Goodwill
|
642,424
|
|
|
|
639,897
|
|
|
||
Total assets
|
$
|
1,022,439
|
|
|
|
$
|
1,120,792
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||||
Current liabilities:
|
|
|
|
||||||
Accounts payable ($2,715 and $17 attributable to related parties)
|
$
|
27,889
|
|
|
|
$
|
7,204
|
|
|
Accrued expenses ($5,857 and $5,141 attributable to related parties)
|
86,031
|
|
|
|
52,907
|
|
|
||
Accrued litigation settlements
|
27,718
|
|
|
|
—
|
|
|
||
Other short-term liabilities
|
2,998
|
|
|
|
2,860
|
|
|
||
Deferred revenue ($2,755 and $4,654 attributable to related parties)
|
98,367
|
|
|
|
99,412
|
|
|
||
Deferred rent
|
1,239
|
|
|
|
590
|
|
|
||
Capital lease obligations
|
6,248
|
|
|
|
12,904
|
|
|
||
Total current liabilities
|
250,490
|
|
|
|
175,877
|
|
|
||
Deferred rent
|
9,394
|
|
|
|
9,009
|
|
|
||
Deferred revenue
|
2,053
|
|
|
|
2,733
|
|
|
||
Deferred tax liabilities
|
3,641
|
|
|
|
7,688
|
|
|
||
Capital lease obligations
|
2,103
|
|
|
|
8,003
|
|
|
||
Accrued litigation settlements
|
90,800
|
|
|
|
—
|
|
|
||
Other long-term liabilities
|
7,466
|
|
|
|
12,629
|
|
|
||
Total liabilities
|
365,947
|
|
|
|
215,939
|
|
|
||
Commitments and contingencies
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
||||||
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at December 31, 2017 and 2016; no shares issued or outstanding as of December 31, 2017 or 2016
|
—
|
|
|
|
—
|
|
|
||
Common stock, $0.001 par value per share; 100,000,000 shares authorized as of December 31, 2017 and 2016; 60,053,843 shares issued and 57,289,047 shares outstanding as of December 31, 2017 and 59,937,393 shares issued and 57,172,597 shares outstanding as of December 31, 2016, respectively
|
60
|
|
|
|
60
|
|
|
||
Additional paid-in capital
|
1,407,717
|
|
|
|
1,380,881
|
|
|
||
Accumulated other comprehensive loss
|
(6,224
|
)
|
|
|
(12,420
|
)
|
|
||
Accumulated deficit
|
(609,091
|
)
|
|
|
(327,698
|
)
|
|
||
Treasury stock, at cost, 2,764,796 shares as of December 31, 2017 and 2016, respectively
|
(135,970
|
)
|
|
|
(135,970
|
)
|
|
||
Total stockholders’ equity
|
656,492
|
|
|
|
904,853
|
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,022,439
|
|
|
|
$
|
1,120,792
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Revenues
|
|
$
|
403,549
|
|
|
|
$
|
399,460
|
|
|
|
$
|
270,803
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of revenues
|
|
193,605
|
|
|
|
173,080
|
|
|
|
111,904
|
|
|
|||
Selling and marketing
|
130,509
|
|
|
126,311
|
|
|
|
96,344
|
|
|
|||||
Research and development
|
89,023
|
|
|
86,975
|
|
|
|
52,718
|
|
|
|||||
General and administrative
|
74,651
|
|
|
97,517
|
|
|
|
72,493
|
|
|
|||||
Investigation and audit related
|
83,398
|
|
|
46,617
|
|
|
|
—
|
|
|
|||||
Amortization of intangible assets
|
34,823
|
|
|
31,896
|
|
|
|
8,608
|
|
|
|||||
(Gain) loss on asset dispositions
|
—
|
|
|
(33,457
|
)
|
|
|
4,671
|
|
|
|||||
Settlement of litigation, net
|
82,533
|
|
|
2,363
|
|
|
|
(840
|
)
|
|
|||||
Restructuring
|
10,510
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total expenses from operations
|
699,052
|
|
|
531,302
|
|
|
|
345,898
|
|
|
|||||
Loss from operations
|
(295,503
|
)
|
|
(131,842
|
)
|
|
|
(75,095
|
)
|
|
|||||
Interest expense, net
|
(661
|
)
|
|
(478
|
)
|
|
|
(1,321
|
)
|
|
|||||
Other income, net
|
|
15,205
|
|
|
|
12,371
|
|
|
|
9
|
|
|
|||
Loss from foreign currency transactions
|
|
(3,151
|
)
|
|
|
(1,231
|
)
|
|
|
(1,331
|
)
|
|
|||
Loss before income taxes
|
|
(284,110
|
)
|
|
|
(121,180
|
)
|
|
|
(77,738
|
)
|
|
|||
Income tax benefit (provision)
|
|
2,717
|
|
|
|
4,007
|
|
|
|
(484
|
)
|
|
|||
Net loss
|
|
$
|
(281,393
|
)
|
|
|
$
|
(117,173
|
)
|
|
|
$
|
(78,222
|
)
|
|
Net loss per common share:
|
|
|
|
|
|||||||||||
Basic
|
|
$
|
(4.90
|
)
|
|
|
$
|
(2.10
|
)
|
|
|
$
|
(2.07
|
)
|
|
Diluted
|
(4.90
|
)
|
|
(2.10
|
)
|
|
|
(2.07
|
)
|
|
|||||
Weighted-average number of shares used in per share calculation - Common Stock:
|
|
|
|
|
|||||||||||
Basic
|
57,485,755
|
|
|
55,728,090
|
|
|
|
37,879,091
|
|
|
|||||
Diluted
|
57,485,755
|
|
|
55,728,090
|
|
|
|
37,879,091
|
|
|
|||||
Comprehensive loss:
|
|
|
|
|
|||||||||||
Net loss
|
|
$
|
(281,393
|
)
|
|
|
$
|
(117,173
|
)
|
|
|
$
|
(78,222
|
)
|
|
Other comprehensive income (loss):
|
|
|
|
|
|||||||||||
Foreign currency cumulative translation adjustment
|
6,168
|
|
|
(1,170
|
)
|
|
|
(5,775
|
)
|
|
|||||
Unrealized gain on marketable securities, net
|
24
|
|
|
169
|
|
|
|
—
|
|
|
|||||
Reclassification of realized loss on the sale of marketable securities, net
|
4
|
|
|
19
|
|
|
|
—
|
|
|
|||||
Total comprehensive loss
|
|
$
|
(275,197
|
)
|
|
|
$
|
(118,155
|
)
|
|
|
$
|
(83,997
|
)
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||
Operating activities
|
|
|
|
|
|
|||||||||
Net loss
|
$
|
(281,393
|
)
|
|
|
$
|
(117,173
|
)
|
|
|
$
|
(78,222
|
)
|
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|||||||||
Depreciation
|
23,339
|
|
|
|
25,439
|
|
|
|
22,595
|
|
|
|||
Amortization of intangible assets
|
34,823
|
|
|
|
31,896
|
|
|
|
8,608
|
|
|
|||
Provision for bad debts
|
983
|
|
|
|
1,507
|
|
|
|
3,167
|
|
|
|||
Stock-based compensation
|
17,314
|
|
|
|
46,495
|
|
|
|
46,983
|
|
|
|||
Deferred tax benefit
|
(3,203
|
)
|
|
|
(3,997
|
)
|
|
|
(121
|
)
|
|
|||
(Gain) loss on asset dispositions
|
—
|
|
|
|
(33,457
|
)
|
|
|
4,671
|
|
|
|||
Realized loss on marketable securities
|
4
|
|
|
|
19
|
|
|
|
—
|
|
|
|||
Loss from equity method investment
|
63
|
|
|
|
406
|
|
|
|
—
|
|
|
|||
Loss (gain) on disposition of property and equipment
|
125
|
|
|
|
275
|
|
|
|
(2
|
)
|
|
|||
Gain on forgiveness of obligation
|
(4,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|||
Accrued litigation settlements to be settled in Common Stock
|
90,800
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Non-cash vendor consideration
|
—
|
|
|
|
—
|
|
|
|
48,253
|
|
|
|||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|||||||||
Accounts receivable
|
14,529
|
|
|
|
4,009
|
|
|
|
1,542
|
|
|
|||
Prepaid expenses and other assets
|
(33,165
|
)
|
|
|
(3,928
|
)
|
|
|
(863
|
)
|
|
|||
Accounts payable, accrued expenses, and other liabilities
|
85,001
|
|
|
|
(12,972
|
)
|
|
|
(1,057
|
)
|
|
|||
Deferred revenue
|
(2,638
|
)
|
|
|
5,962
|
|
|
|
5,206
|
|
|
|||
Deferred rent
|
1,013
|
|
|
|
(393
|
)
|
|
|
(1,403
|
)
|
|
|||
Net cash (used in) provided by operating activities
|
(56,405
|
)
|
|
|
(55,912
|
)
|
|
|
59,357
|
|
|
|||
|
|
|
|
|
|
|||||||||
Investing activities
|
|
|
|
|
|
|||||||||
Net cash received (paid) in disposition of assets
|
—
|
|
|
|
42,980
|
|
|
|
(2,535
|
)
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
|
37,086
|
|
|
|
(10,117
|
)
|
|
|||
Acquisitions, net of cash acquired (related party)
|
—
|
|
|
|
(27,328
|
)
|
|
|
—
|
|
|
|||
Sales of marketable securities
|
28,436
|
|
|
|
2,188
|
|
|
|
—
|
|
|
|||
Purchase of property and equipment
|
(10,182
|
)
|
|
|
(7,106
|
)
|
|
|
(4,325
|
)
|
|
|||
Net cash provided by (used in) investing activities
|
18,254
|
|
|
|
47,820
|
|
|
|
(16,977
|
)
|
|
|||
|
|
|
|
|
|
|||||||||
Financing activities
|
|
|
|
|
|
|||||||||
Proceeds from the issuance of common stock
|
—
|
|
|
|
—
|
|
|
|
204,741
|
|
|
|||
Financing proceeds received on subscription receivable (related party)
|
11,012
|
|
|
|
8,954
|
|
|
|
3,503
|
|
|
|||
Proceeds from the exercise of stock options
|
—
|
|
|
|
4,139
|
|
|
|
11,623
|
|
|
|||
Repurchase of common stock (withholding taxes)
|
(1,514
|
)
|
|
|
(18,292
|
)
|
|
|
(28,160
|
)
|
|
|||
Repurchase of common stock (treasury shares)
|
—
|
|
|
|
(27,292
|
)
|
|
|
(105,916
|
)
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
|
—
|
|
|
|
(1,335
|
)
|
|
|||
Principal payments on capital lease and software license arrangements
|
(17,016
|
)
|
|
|
(18,838
|
)
|
|
|
(16,622
|
)
|
|
|||
Stock issuance costs
|
—
|
|
|
|
—
|
|
|
|
(4,368
|
)
|
|
|||
Net cash (used in) provided by financing activities
|
(7,518
|
)
|
|
|
(51,329
|
)
|
|
|
63,466
|
|
|
|||
Effect of exchange rate changes on cash
|
2,453
|
|
|
|
776
|
|
|
|
(1,875
|
)
|
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(43,216
|
)
|
|
|
(58,645
|
)
|
|
|
103,971
|
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
88,341
|
|
|
|
146,986
|
|
|
|
43,015
|
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
45,125
|
|
|
|
$
|
88,341
|
|
|
|
$
|
146,986
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Years Ended December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||
Cash and cash equivalents
|
$
|
37,859
|
|
|
|
$
|
84,111
|
|
|
|
$
|
146,986
|
|
|
Restricted cash
|
7,266
|
|
|
|
4,230
|
|
|
|
—
|
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
45,125
|
|
|
|
$
|
88,341
|
|
|
|
$
|
146,986
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|||||||||
Supplemental cash flow disclosures:
|
|
|
|
|
|
|||||||||
Interest paid
|
$
|
1,691
|
|
|
|
$
|
1,962
|
|
|
|
$
|
1,906
|
|
|
Income taxes paid
|
497
|
|
|
|
1,717
|
|
|
|
1,790
|
|
|
|||
|
|
|
|
|
|
|||||||||
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
|||||||||
Stock issued in connection with acquisition - Rentrak
|
$
|
—
|
|
|
|
$
|
753,418
|
|
|
|
$
|
—
|
|
|
Stock issued in connection with WPP arrangements
|
—
|
|
|
|
—
|
|
|
|
49,034
|
|
|
|||
Capital lease and software license obligations incurred
|
191
|
|
|
|
14,842
|
|
|
|
22,531
|
|
|
|||
Leasehold improvements acquired through lease incentives
|
—
|
|
|
|
—
|
|
|
|
372
|
|
|
|||
Accrued capital expenditures
|
336
|
|
|
|
3,060
|
|
|
|
532
|
|
|
Contact:
|
Jim Barron/Robin Weinberg
|
|
212-687-8080
|
|
press@comscore.com
|