|
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
54-1955550
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.001 per share
|
|
SCOR
|
|
NASDAQ Global Select Market
|
Large accelerated filer
|
|
☑
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
As of
|
|
As of
|
||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
48,963
|
|
|
$
|
44,096
|
|
Restricted cash
|
4,863
|
|
|
6,102
|
|
||
Accounts receivable, net of allowances of $1,598 and $1,597, respectively ($4,017 and $4,024 of accounts receivable attributable to related parties, respectively)
|
71,231
|
|
|
75,609
|
|
||
Prepaid expenses and other current assets ($971 and $484 attributable to related parties, respectively)
|
15,579
|
|
|
19,972
|
|
||
Total current assets
|
140,636
|
|
|
145,779
|
|
||
Property and equipment, net
|
32,819
|
|
|
27,339
|
|
||
Operating right-of-use assets
|
39,377
|
|
|
—
|
|
||
Other non-current assets ($35 and $65 attributable to related parties, respectively)
|
5,984
|
|
|
8,898
|
|
||
Deferred tax assets
|
2,783
|
|
|
3,991
|
|
||
Intangible assets, net
|
93,458
|
|
|
126,945
|
|
||
Goodwill
|
416,775
|
|
|
641,191
|
|
||
Total assets
|
$
|
731,832
|
|
|
$
|
954,143
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable ($2,566 and $1,878 attributable to related parties, respectively)
|
$
|
40,303
|
|
|
$
|
29,836
|
|
Accrued expenses ($1,755 and $4,478 attributable to related parties, respectively)
|
54,803
|
|
|
58,140
|
|
||
Contract liability ($2,100 and $2,521 attributable to related parties, respectively)
|
58,933
|
|
|
64,189
|
|
||
Customer advances
|
5,926
|
|
|
6,688
|
|
||
Warrants liability
|
10,798
|
|
|
—
|
|
||
Current operating lease liabilities
|
6,548
|
|
|
—
|
|
||
Other current liabilities
|
10,996
|
|
|
10,083
|
|
||
Total current liabilities
|
188,307
|
|
|
168,936
|
|
||
Financing derivatives (related parties)
|
25,000
|
|
|
26,100
|
|
||
Senior secured convertible notes (related parties)
|
180,909
|
|
|
177,342
|
|
||
Non-current operating lease liabilities
|
45,928
|
|
|
—
|
|
||
Deferred rent
|
—
|
|
|
10,304
|
|
||
Deferred tax liabilities
|
314
|
|
|
5,527
|
|
||
Other non-current liabilities ($6,120 and $251 attributable to related parties)
|
21,298
|
|
|
14,367
|
|
||
Total liabilities
|
461,756
|
|
|
402,576
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at June 30, 2019 and December 31, 2018; no shares issued or outstanding as of June 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value per share; 150,000,000 shares authorized as of June 30, 2019 and December 31, 2018; 70,056,765 shares issued and 63,291,969 shares outstanding as of June 30, 2019, and 66,154,626 shares issued and 59,389,830 shares outstanding as of December 31, 2018
|
63
|
|
|
59
|
|
||
Additional paid-in capital
|
1,586,750
|
|
|
1,561,208
|
|
||
Accumulated other comprehensive loss
|
(10,565
|
)
|
|
(10,621
|
)
|
||
Accumulated deficit
|
(1,076,188
|
)
|
|
(769,095
|
)
|
||
Treasury stock, at cost, 6,764,796 shares as of June 30, 2019 and December 31, 2018
|
(229,984
|
)
|
|
(229,984
|
)
|
||
Total stockholders’ equity
|
270,076
|
|
|
551,567
|
|
||
Total liabilities and stockholders’ equity
|
$
|
731,832
|
|
|
$
|
954,143
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Loss |
|
Accumulated
Deficit |
|
Treasury stock, at cost
|
|
Total
Stockholders' Equity |
|||||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||||||
Balance as of December 31, 2018
|
59,389,830
|
|
|
$
|
59
|
|
|
$
|
1,561,208
|
|
|
$
|
(10,621
|
)
|
|
$
|
(769,095
|
)
|
|
$
|
(229,984
|
)
|
|
$
|
551,567
|
|
Adoption of ASC 842
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,514
|
)
|
|
—
|
|
|
(27,514
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
||||||
Exercise of Common Stock options, net
|
68,259
|
|
|
—
|
|
|
1,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,191
|
|
||||||
Restricted stock units vested
|
552,651
|
|
|
1
|
|
|
4,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,611
|
|
||||||
Payments for taxes related to net share settlement of equity awards
|
(52,853
|
)
|
|
—
|
|
|
(1,138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,138
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,888
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,888
|
|
||||||
Balance as of March 31, 2019
|
59,957,887
|
|
|
$
|
60
|
|
|
$
|
1,571,759
|
|
|
$
|
(11,242
|
)
|
|
$
|
(796,655
|
)
|
|
$
|
(229,984
|
)
|
|
$
|
533,938
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279,533
|
)
|
|
—
|
|
|
(279,533
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
677
|
|
|
—
|
|
|
—
|
|
|
677
|
|
||||||
Issuance of Common Stock
|
2,728,513
|
|
|
3
|
|
|
7,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,578
|
|
||||||
Common Stock warrants exercised
|
323,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest paid in Common Stock
|
243,261
|
|
|
—
|
|
|
5,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,134
|
|
||||||
Restricted stock units vested
|
46,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payments for taxes related to net share settlement of equity awards
|
(7,218
|
)
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,354
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,354
|
|
||||||
Balance as of June 30, 2019
|
63,291,969
|
|
|
$
|
63
|
|
|
$
|
1,586,750
|
|
|
$
|
(10,565
|
)
|
|
$
|
(1,076,188
|
)
|
|
$
|
(229,984
|
)
|
|
$
|
270,076
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Loss |
|
Accumulated
Deficit |
|
Treasury stock, at cost
|
|
Total
Stockholders' Equity |
|||||||||||||||
Shares
|
|
Amount
|
|
|||||||||||||||||||||||
Balance as of December 31, 2017
|
57,289,047
|
|
|
$
|
60
|
|
|
$
|
1,407,717
|
|
|
$
|
(6,224
|
)
|
|
$
|
(609,091
|
)
|
|
$
|
(135,970
|
)
|
|
$
|
656,492
|
|
Adoption of ASC 606
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(736
|
)
|
|
—
|
|
|
(736
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,450
|
)
|
|
—
|
|
|
(51,450
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,615
|
|
|
—
|
|
|
—
|
|
|
1,615
|
|
||||||
Subscription receivable
|
—
|
|
|
—
|
|
|
3,065
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,065
|
|
||||||
Common Stock warrants issuable
|
—
|
|
|
—
|
|
|
5,545
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,545
|
|
||||||
Repurchase of Common Stock in exchange for senior secured convertible notes
|
(2,600,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,570
|
)
|
|
(63,570
|
)
|
||||||
Restricted stock units vested
|
487,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payments for taxes related to net share settlement of equity awards
|
(158,404
|
)
|
|
—
|
|
|
(4,099
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,099
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,881
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,881
|
|
||||||
Balance as of March 31, 2018
|
55,017,670
|
|
|
$
|
60
|
|
|
$
|
1,414,109
|
|
|
$
|
(4,609
|
)
|
|
$
|
(661,277
|
)
|
|
$
|
(199,540
|
)
|
|
$
|
548,743
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,977
|
)
|
|
—
|
|
|
(55,977
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,975
|
)
|
|
—
|
|
|
—
|
|
|
(3,975
|
)
|
||||||
Subscription receivable
|
—
|
|
|
—
|
|
|
1,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,611
|
|
||||||
Exercise of Common Stock options, net
|
21,809
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164
|
|
||||||
Shares issued in connection with settlement of litigation
|
4,024,115
|
|
|
4
|
|
|
90,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,768
|
|
||||||
Repurchase of Common Stock in exchange for senior secured convertible notes
|
(1,400,000
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,444
|
)
|
|
(30,451
|
)
|
||||||
Restricted stock units vested
|
233,320
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payments for taxes related to net share settlement of equity awards
|
(9,996
|
)
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
22,248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,248
|
|
||||||
Balance as of June 30, 2018
|
57,886,918
|
|
|
$
|
58
|
|
|
$
|
1,528,719
|
|
|
$
|
(8,584
|
)
|
|
$
|
(717,254
|
)
|
|
$
|
(229,984
|
)
|
|
$
|
572,955
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(307,047
|
)
|
|
$
|
(107,427
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation
|
6,111
|
|
|
8,839
|
|
||
Non-cash operating lease expense
|
2,747
|
|
|
—
|
|
||
Amortization expense of finance leases
|
1,361
|
|
|
—
|
|
||
Amortization of intangible assets
|
16,181
|
|
|
16,810
|
|
||
Impairment of goodwill
|
224,272
|
|
|
—
|
|
||
Impairment of intangible asset (related party)
|
17,308
|
|
|
—
|
|
||
Stock-based compensation
|
10,991
|
|
|
24,880
|
|
||
Deferred tax (benefit) provision
|
(3,983
|
)
|
|
2,477
|
|
||
Change in fair value of financing derivatives
|
(1,100
|
)
|
|
4,460
|
|
||
Change in fair value of investment in equity securities
|
2,016
|
|
|
(265
|
)
|
||
Accretion of debt discount
|
3,042
|
|
|
1,978
|
|
||
Amortization of deferred financing costs
|
525
|
|
|
445
|
|
||
Other
|
(20
|
)
|
|
510
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
4,442
|
|
|
10,638
|
|
||
Prepaid expenses and other assets
|
3,190
|
|
|
(5,255
|
)
|
||
Accounts payable, accrued expenses, and other liabilities
|
20,176
|
|
|
(18,138
|
)
|
||
Contract liability and customer advances
|
(6,552
|
)
|
|
(14,321
|
)
|
||
Operating lease liabilities
|
(4,364
|
)
|
|
—
|
|
||
Net cash used in operating activities
|
(10,704
|
)
|
|
(74,369
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Proceeds from sale of investment in equity securities
|
705
|
|
|
—
|
|
||
Purchases of property and equipment
|
(1,893
|
)
|
|
(1,287
|
)
|
||
Capitalized internal-use software costs
|
(5,619
|
)
|
|
(5,228
|
)
|
||
Net cash used in investing activities
|
(6,807
|
)
|
|
(6,515
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Proceeds from borrowings on senior secured convertible notes (related party)
|
—
|
|
|
100,000
|
|
||
Debt issuance costs
|
—
|
|
|
(5,123
|
)
|
||
Proceeds from private placement, net of issuance costs paid
|
19,894
|
|
|
—
|
|
||
Financing proceeds received on subscription receivable (related party)
|
—
|
|
|
4,676
|
|
||
Proceeds from sale-leaseback financing transaction
|
4,252
|
|
|
—
|
|
||
Proceeds from the exercise of stock options
|
1,191
|
|
|
164
|
|
||
Payments for taxes related to net share settlement of equity awards
|
(1,210
|
)
|
|
(4,275
|
)
|
||
Principal payments on finance leases
|
(1,417
|
)
|
|
—
|
|
||
Principal payments on capital lease and software license arrangements
|
(1,662
|
)
|
|
(5,359
|
)
|
||
Net cash provided by financing activities
|
21,048
|
|
|
90,083
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
91
|
|
|
(1,136
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
3,628
|
|
|
8,063
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
50,198
|
|
|
45,125
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
53,826
|
|
|
$
|
53,188
|
|
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
48,963
|
|
|
$
|
46,589
|
|
Restricted cash
|
4,863
|
|
|
6,599
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
53,826
|
|
|
$
|
53,188
|
|
|
|
|
|
||||
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Supplemental cash flow disclosures:
|
|
|
|
||||
Interest paid ($3,046 and $1,850 attributable to related party)
|
$
|
3,413
|
|
|
$
|
2,286
|
|
Income taxes paid
|
373
|
|
|
484
|
|
||
|
|
|
|
||||
Supplemental disclosures of non-cash activities:
|
|
|
|
||||
Leasehold improvements acquired through lease incentives
|
$
|
1,427
|
|
|
$
|
—
|
|
Change in accrued capital expenditures
|
1,630
|
|
|
257
|
|
||
Settlement of restricted stock unit liability
|
4,611
|
|
|
—
|
|
||
Interest paid in Common Stock
|
5,134
|
|
|
—
|
|
||
Fair value of warrants issued in private placement
|
10,798
|
|
|
—
|
|
||
Repurchase of Common Stock in exchange for senior secured convertible notes
|
—
|
|
|
94,021
|
|
||
Shares issued in connection with settlement of litigation
|
—
|
|
|
90,768
|
|
||
Insurance recovery on litigation settlement
|
—
|
|
|
27,232
|
|
||
Common Stock warrants issued with senior secured convertible notes
|
—
|
|
|
5,733
|
|
||
Fair value of financing derivatives issued with senior secured convertible notes
|
—
|
|
|
17,140
|
|
||
Notes Option derivative liability settlement
|
—
|
|
|
5,700
|
|
1.
|
Organization
|
2.
|
Summary of Significant Accounting Policies
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in fair value of financing derivatives
|
$
|
(3,000
|
)
|
|
$
|
(2,280
|
)
|
|
$
|
1,100
|
|
|
$
|
(4,460
|
)
|
Change in fair value of investment in equity securities
|
(304
|
)
|
|
714
|
|
|
(2,016
|
)
|
|
265
|
|
||||
Transition services agreement income
|
—
|
|
|
2,182
|
|
|
534
|
|
|
4,847
|
|
||||
Other
|
223
|
|
|
191
|
|
|
270
|
|
|
232
|
|
||||
Total other (expense) income, net
|
$
|
(3,081
|
)
|
|
$
|
807
|
|
|
$
|
(112
|
)
|
|
$
|
884
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Stock options, stock appreciation rights, restricted stock units, senior secured convertible notes and warrants
|
9,209,577
|
|
|
8,857,858
|
|
|
8,511,550
|
|
|
7,874,656
|
|
•
|
Not to reassess whether any expired or existing contracts are or contain leases.
|
•
|
Not to reassess the lease classification for any expired or existing leases.
|
•
|
Not to reassess initial direct costs for any existing leases.
|
•
|
The hindsight practical expedient in determining the lease term.
|
•
|
The practical expedient whereby the lease and non-lease components will not be separated for all classes of assets.
|
•
|
Not to record ROU assets and corresponding lease liabilities with a lease term of 12 months or less.
|
(In thousands)
|
As previously reported as of December 31, 2018
|
|
New lease standard adjustments
|
|
As adjusted as of January 1, 2019
|
||||||
Operating right-of-use assets
|
$
|
—
|
|
|
$
|
42,472
|
|
|
$
|
42,472
|
|
Property and equipment, net
|
27,339
|
|
|
(203
|
)
|
|
27,136
|
|
|||
Current capital lease obligations
|
2,421
|
|
|
(161
|
)
|
|
2,260
|
|
|||
Current restructuring accrual
|
5,479
|
|
|
(708
|
)
|
|
4,771
|
|
|||
Current deferred rent
|
1,884
|
|
|
(1,884
|
)
|
|
—
|
|
|||
Current operating lease liabilities
|
—
|
|
|
7,846
|
|
|
7,846
|
|
|||
Non-current restructuring accrual
|
1,810
|
|
|
(1,810
|
)
|
|
—
|
|
|||
Non-current deferred rent
|
10,304
|
|
|
(10,304
|
)
|
|
—
|
|
|||
Non-current capital lease obligations
|
1,182
|
|
|
3
|
|
|
1,185
|
|
|||
Non-current operating lease liabilities
|
—
|
|
|
49,333
|
|
|
49,333
|
|
|||
Stockholders' equity
|
551,567
|
|
|
(46
|
)
|
|
551,521
|
|
3.
|
Revenue Recognition
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
|
2019
|
|
2018 (1)
|
|
2019
|
|
2018 (1)
|
||||||||
By Solution group:
|
|
|
|
|
|
|
|
|
||||||||
Ratings and Planning
|
|
$
|
68,922
|
|
|
$
|
70,501
|
|
|
$
|
139,499
|
|
|
$
|
140,070
|
|
Analytics and Optimization
|
|
17,293
|
|
|
20,533
|
|
|
38,751
|
|
|
46,264
|
|
||||
Movies Reporting and Analytics
|
|
10,673
|
|
|
10,355
|
|
|
20,932
|
|
|
20,974
|
|
||||
Total
|
|
$
|
96,888
|
|
|
$
|
101,389
|
|
|
$
|
199,182
|
|
|
$
|
207,308
|
|
By Geographical market:
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
83,971
|
|
|
$
|
88,057
|
|
|
$
|
171,947
|
|
|
$
|
179,534
|
|
Europe
|
|
7,504
|
|
|
8,737
|
|
|
15,916
|
|
|
17,872
|
|
||||
Latin America
|
|
2,284
|
|
|
2,170
|
|
|
4,686
|
|
|
4,781
|
|
||||
Canada
|
|
1,758
|
|
|
1,731
|
|
|
3,598
|
|
|
3,651
|
|
||||
Other
|
|
1,371
|
|
|
694
|
|
|
3,035
|
|
|
1,470
|
|
||||
Total
|
|
$
|
96,888
|
|
|
$
|
101,389
|
|
|
$
|
199,182
|
|
|
$
|
207,308
|
|
Timing of revenue recognition:
|
|
|
|
|
|
|
|
|
||||||||
Products and services transferred at a point in time
|
|
$
|
21,708
|
|
|
$
|
29,633
|
|
|
$
|
47,541
|
|
|
$
|
58,928
|
|
Products and services transferred over time
|
|
75,180
|
|
|
71,756
|
|
|
151,641
|
|
|
148,380
|
|
||||
Total
|
|
$
|
96,888
|
|
|
$
|
101,389
|
|
|
$
|
199,182
|
|
|
$
|
207,308
|
|
|
|
As of
|
|
As of
|
||||
(In thousands)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net
|
|
$
|
71,231
|
|
|
$
|
75,609
|
|
Current and non-current contract assets
|
|
2,191
|
|
|
2,438
|
|
||
Current and non-current contract costs
|
|
1,156
|
|
|
1,402
|
|
||
Current contract liability
|
|
58,933
|
|
|
64,189
|
|
||
Current customer advances
|
|
5,926
|
|
|
6,688
|
|
||
Non-current contract liability
|
|
442
|
|
|
508
|
|
|
Contract Liability (Current)
|
||||||
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Revenue recognized that was included in the contract liability balance at the beginning of period
|
$
|
(50,758
|
)
|
|
$
|
(69,819
|
)
|
Cash received or amounts billed in advance and not recognized as revenue
|
44,780
|
|
|
58,870
|
|
4.
|
Goodwill and Intangible Assets
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||
(In thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||||
Acquired methodologies/technology
|
|
$
|
148,374
|
|
|
$
|
(76,754
|
)
|
|
$
|
—
|
|
|
$
|
71,620
|
|
|
$
|
148,374
|
|
|
$
|
(66,690
|
)
|
|
$
|
81,684
|
|
Strategic alliance
|
|
30,100
|
|
|
(12,792
|
)
|
|
(17,308
|
)
|
|
—
|
|
|
30,100
|
|
|
(11,288
|
)
|
|
18,812
|
|
|||||||
Customer relationships
|
|
40,142
|
|
|
(23,105
|
)
|
|
—
|
|
|
17,037
|
|
|
40,127
|
|
|
(20,338
|
)
|
|
19,789
|
|
|||||||
Intellectual property
|
|
14,366
|
|
|
(12,122
|
)
|
|
—
|
|
|
2,244
|
|
|
14,366
|
|
|
(11,905
|
)
|
|
2,461
|
|
|||||||
Trade names
|
|
775
|
|
|
(670
|
)
|
|
—
|
|
|
105
|
|
|
775
|
|
|
(636
|
)
|
|
139
|
|
|||||||
Acquired software
|
|
9,287
|
|
|
(7,089
|
)
|
|
—
|
|
|
2,198
|
|
|
9,287
|
|
|
(5,531
|
)
|
|
3,756
|
|
|||||||
Other
|
|
600
|
|
|
(346
|
)
|
|
—
|
|
|
254
|
|
|
600
|
|
|
(296
|
)
|
|
304
|
|
|||||||
Total intangible assets
|
|
$
|
243,644
|
|
|
$
|
(132,878
|
)
|
|
$
|
(17,308
|
)
|
|
$
|
93,458
|
|
|
$
|
243,629
|
|
|
$
|
(116,684
|
)
|
|
$
|
126,945
|
|
|
(In years)
|
Acquired methodologies/technology
|
2.9
|
Customer relationships
|
3.1
|
Intellectual property
|
5.2
|
Trade names
|
1.8
|
Acquired software
|
1.4
|
Other
|
1.8
|
|
(In thousands)
|
||
2019
|
$
|
13,896
|
|
2020
|
27,222
|
|
|
2021
|
25,038
|
|
|
2022
|
24,567
|
|
|
2023
|
2,445
|
|
|
Thereafter
|
290
|
|
|
Total
|
$
|
93,458
|
|
5.
|
Long-term Debt
|
|
|
|
As of
|
|||||||||||
|
|
|
June 30, 2019
|
|||||||||||
(In thousands, except interest rates)
|
Stated Interest Rate
|
Effective Interest Rate
|
Face Value
|
Issuance Discount
|
Deferred Financing Costs
|
Net Carrying Value
|
||||||||
Initial Notes, due January 16, 2022
|
12.0%
|
18.6%
|
$
|
153,500
|
|
$
|
(17,013
|
)
|
$
|
(3,228
|
)
|
$
|
133,259
|
|
Option Notes, due January 16, 2022
|
12.0%
|
14.7%
|
50,500
|
|
(2,668
|
)
|
(182
|
)
|
47,650
|
|
||||
Total
|
|
|
$
|
204,000
|
|
$
|
(19,681
|
)
|
$
|
(3,410
|
)
|
$
|
180,909
|
|
|
|
|
As of
|
|||||||||||
|
|
|
December 31, 2018
|
|||||||||||
(In thousands, except interest rates)
|
Stated Interest Rate
|
Effective Interest Rate
|
Face Value
|
Issuance Discount
|
Deferred Financing Costs
|
Net Carrying Value
|
||||||||
Initial Notes, due January 16, 2022
|
6.0%
|
12.0%
|
$
|
153,500
|
|
$
|
(19,627
|
)
|
$
|
(3,724
|
)
|
$
|
130,149
|
|
Option Notes, due January 16, 2022
|
6.0%
|
8.5%
|
50,500
|
|
(3,096
|
)
|
(211
|
)
|
47,193
|
|
||||
Total
|
|
|
$
|
204,000
|
|
$
|
(22,723
|
)
|
$
|
(3,935
|
)
|
$
|
177,342
|
|
6.
|
Fair Value Measurements
|
|
As of
|
|
As of
|
||||||||||||||||||||||||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds (1)
|
$
|
25,078
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,078
|
|
|
$
|
6,037
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,037
|
|
Investment in equity securities (2)
|
3,379
|
|
|
—
|
|
|
—
|
|
|
3,379
|
|
|
6,100
|
|
|
—
|
|
|
—
|
|
|
6,100
|
|
||||||||
Total assets measured at fair value on a recurring basis
|
$
|
28,457
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,457
|
|
|
$
|
12,137
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financing derivatives: no hedging designation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate reset (3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,800
|
|
|
$
|
22,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,300
|
|
|
$
|
23,300
|
|
Change of control redemption (4)
|
—
|
|
|
—
|
|
|
2,200
|
|
|
2,200
|
|
|
—
|
|
|
—
|
|
|
2,800
|
|
|
2,800
|
|
||||||||
Warrants issued: (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Series A
|
—
|
|
|
—
|
|
|
3,862
|
|
|
3,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series B-1
|
—
|
|
|
—
|
|
|
328
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series B-2
|
—
|
|
|
—
|
|
|
376
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Series C
|
—
|
|
|
—
|
|
|
6,232
|
|
|
6,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total liabilities measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,798
|
|
|
$
|
35,798
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,100
|
|
|
$
|
26,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Strategic alliance intangible asset (6)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Goodwill (7)
|
—
|
|
|
—
|
|
|
416,775
|
|
|
416,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total assets measured at fair value on a non-recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
416,775
|
|
|
$
|
416,775
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
Financing Derivative Liabilities
|
|
Warrants
|
||||
Balance as of December 31, 2018
|
|
$
|
26,100
|
|
|
$
|
—
|
|
Issuance of warrants
|
|
—
|
|
|
10,798
|
|
||
Total gain included in other (expense) income, net (1)
|
|
(1,100
|
)
|
|
—
|
|
||
Balance as of June 30, 2019
|
|
$
|
25,000
|
|
|
$
|
10,798
|
|
(In thousands)
|
|
Financing Derivative Liabilities
|
||
Balance as of December 31, 2017
|
|
$
|
—
|
|
Issuances
|
|
17,200
|
|
|
Total (gains) losses included in other (expense) income, net (1)
|
|
4,400
|
|
|
Settlement
|
|
(5,700
|
)
|
|
Balance as of June 30, 2018
|
|
$
|
15,900
|
|
|
Fair value measurements
|
||||||||
|
Significant valuation technique
|
|
Significant unobservable inputs
|
|
June 30, 2019
|
|
December 31, 2018
|
||
Interest rate reset derivative liability
|
Discounted cash flow
|
|
Discount rate
|
|
25.0%
|
|
25.0%
|
||
|
|
|
Stock price
|
|
$5.16
|
|
$14.43
|
||
|
|
|
Risk-free rate
|
|
1.7%
|
|
2.5%
|
||
|
|
|
Volatility
|
|
42.2%
|
|
43.9%
|
||
|
|
|
Term
|
|
2.54 years
|
|
3.04 years
|
||
|
|
|
|
|
|
|
|
||
Change of control redemption derivative liability
|
Option pricing model
|
|
Probability
|
|
0-10%
|
|
0-10%
|
||
|
|
|
Risk-free rate
|
|
1.7%
|
|
2.5%
|
7.
|
Accrued Expenses
|
|
|
As of
|
|
As of
|
||||
(In thousands)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Payroll and payroll-related
|
|
$
|
10,994
|
|
|
$
|
18,972
|
|
Accrued data costs
|
|
22,846
|
|
|
14,617
|
|
||
Professional fees
|
|
9,909
|
|
|
8,477
|
|
||
Restructuring accrual
|
|
4,046
|
|
|
5,479
|
|
||
Accrued interest on senior secured convertible notes
|
|
—
|
|
|
3,046
|
|
||
Other
|
|
7,008
|
|
|
7,549
|
|
||
Total accrued expenses
|
|
$
|
54,803
|
|
|
$
|
58,140
|
|
8.
|
Income Taxes
|
9.
|
Related Party Transactions
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues (1)
|
$
|
3,926
|
|
|
$
|
1,909
|
|
|
$
|
7,771
|
|
|
$
|
4,000
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
3,584
|
|
|
2,696
|
|
|
5,679
|
|
|
5,186
|
|
||||
Selling and marketing
|
10
|
|
|
42
|
|
|
13
|
|
|
85
|
|
||||
Research and development
|
—
|
|
|
29
|
|
|
—
|
|
|
59
|
|
||||
General and administrative
|
180
|
|
|
27
|
|
|
220
|
|
|
54
|
|
||||
Impairment of intangible asset (2)
|
17,308
|
|
|
—
|
|
|
17,308
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest income
|
—
|
|
|
56
|
|
|
—
|
|
|
275
|
|
|
|
As of
|
|
As of
|
||||
(In thousands)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
|
||||
Accounts receivable, net
|
|
$
|
3,911
|
|
|
$
|
3,353
|
|
Prepaid expenses and other current assets
|
|
971
|
|
|
429
|
|
||
Other non-current assets
|
|
35
|
|
|
65
|
|
||
Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
2,566
|
|
|
$
|
1,833
|
|
Accrued expenses
|
|
1,666
|
|
|
1,384
|
|
||
Contract liability
|
|
2,023
|
|
|
1,945
|
|
||
Other non-current liabilities
|
|
—
|
|
|
251
|
|
|
|
As of
|
|
As of
|
||||
(In thousands)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accrued expenses
|
|
$
|
—
|
|
|
$
|
3,046
|
|
Financing derivatives
|
|
25,000
|
|
|
26,100
|
|
||
Senior secured convertible notes
|
|
180,909
|
|
|
177,342
|
|
||
Other non-current liabilities
|
|
6,120
|
|
|
—
|
|
10.
|
Leases
|
|
|
Six Months Ended
|
|||
(In thousands)
|
|
June 30, 2019
|
|||
Supplemental Cash Flows Information
|
|
|
|||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|||
Operating cash flows from finance leases
|
|
$
|
240
|
|
|
Operating cash flows from operating leases
|
|
8,476
|
|
||
Financing cash flows from finance leases
|
|
1,417
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|||
Right-of-use assets obtained in exchange for new finance lease liabilities
|
|
$
|
3,487
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
397
|
|
|
|
|
|
||||
(In thousands)
|
Operating Leases
|
|
Finance Leases
|
||||
Remainder of 2019
|
$
|
6,633
|
|
|
$
|
1,486
|
|
2020
|
12,657
|
|
|
1,900
|
|
||
2021
|
12,099
|
|
|
1,707
|
|
||
2022
|
9,122
|
|
|
668
|
|
||
2023
|
9,730
|
|
|
44
|
|
||
Thereafter
|
31,481
|
|
|
—
|
|
||
Total lease payments
|
81,722
|
|
|
5,805
|
|
||
Less: imputed interest
|
(29,246
|
)
|
|
(880
|
)
|
||
Total lease liabilities
|
52,476
|
|
|
4,925
|
|
||
Less: current lease liabilities
|
(6,548
|
)
|
|
(1,895
|
)
|
||
Total non-current lease liabilities
|
$
|
45,928
|
|
|
$
|
3,030
|
|
|
|
||
(In thousands)
|
Sublease Receipts
|
||
Remainder of 2019
|
$
|
773
|
|
2020
|
1,691
|
|
|
2021
|
1,594
|
|
|
2022
|
1,561
|
|
|
2023
|
1,144
|
|
|
Thereafter
|
2,912
|
|
|
Total sublease receipts
|
$
|
9,675
|
|
|
As of
|
||
(In thousands)
|
December 31, 2018
|
||
2019
|
$
|
2,582
|
|
2020
|
744
|
|
|
2021
|
417
|
|
|
2022
|
76
|
|
|
2023
|
44
|
|
|
Total minimum lease payments
|
3,863
|
|
|
Less amount representing interest
|
260
|
|
|
Present value of net minimum lease payments
|
3,603
|
|
|
Less current portion
|
2,421
|
|
|
Capital lease obligations, long-term
|
$
|
1,182
|
|
(In thousands)
|
Operating Lease Commitment
|
|
Sublease
Receipts
|
||||
2019
|
$
|
14,780
|
|
|
$
|
1,385
|
|
2020
|
13,027
|
|
|
1,693
|
|
||
2021
|
12,259
|
|
|
1,597
|
|
||
2022
|
9,322
|
|
|
1,551
|
|
||
2023
|
9,722
|
|
|
1,145
|
|
||
Thereafter
|
31,475
|
|
|
2,905
|
|
||
Total minimum lease payments
|
$
|
90,585
|
|
|
$
|
10,276
|
|
11.
|
Stockholders' Equity
|
•
|
Stock Price: The stock price was measured using the fair value of the Common Stock on the issuance date, June 26, 2019, which was $5.57 per share.
|
•
|
Volatility: The Company determined volatility to be 50.0% based on (i) the historical volatility of the Common Stock daily volume weighted average price with a look-back period commensurate with the term of the warrants and (ii) options-based implied volatility.
|
•
|
Risk-free Rate: Management assumed the risk-free rate to be between 1.74% and 2.12%, based on the U.S. Treasury bonds on the valuation date with terms commensurate with the terms of each warrant.
|
•
|
Dividend Yield: Management assumed the dividend yield to be zero based on the historical payout of the Company.
|
•
|
Term: Management determined the term based on the time period of each warrant's maturity, between six months and five years from the issuance date, June 26, 2019.
|
•
|
Cost of Debt: Management assumed the cost of debt to be between 16.7% and 18.7% based on a synthetic credit rating analysis.
|
•
|
Change of control probability: The Company utilized a range between 0% and 10% to estimate the likelihood of occurrence.
|
(in thousands)
|
Warrants Liability
|
||
Series A Warrant
|
$
|
3,862
|
|
Series B-1 Warrant
|
328
|
|
|
Series B-2 Warrant
|
376
|
|
|
Series C Warrant
|
6,232
|
|
|
Total
|
$
|
10,798
|
|
Unvested Stock Awards
|
|
Restricted
Stock Awards
|
|
Restricted
Stock Units
|
|
Number of
Shares
Underlying
Awards
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||||
Unvested as of December 31, 2018
|
|
—
|
|
|
1,466,135
|
|
|
1,466,135
|
|
|
$
|
22.62
|
|
Granted
|
|
—
|
|
|
1,184,462
|
|
|
1,184,462
|
|
|
14.36
|
|
|
Vested and delivered
|
|
—
|
|
|
(598,729
|
)
|
|
(598,729
|
)
|
|
24.65
|
|
|
Forfeited
|
|
—
|
|
|
(335,403
|
)
|
|
(335,403
|
)
|
|
19.91
|
|
|
Unvested as of June 30, 2019
|
|
—
|
|
|
1,716,465
|
|
|
1,716,465
|
|
|
$
|
16.97
|
|
Unvested Stock Awards
|
|
Restricted
Stock Awards
|
|
Restricted
Stock Units
|
|
Number of
Shares
Underlying
Awards
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||||
Unvested as of December 31, 2017
|
|
2,125
|
|
|
779,912
|
|
|
782,037
|
|
|
$
|
37.22
|
|
Granted
|
|
—
|
|
|
2,078,151
|
|
|
2,078,151
|
|
|
24.07
|
|
|
Vested and delivered
|
|
(2,125
|
)
|
|
(720,347
|
)
|
|
(722,472
|
)
|
|
32.74
|
|
|
Forfeited
|
|
—
|
|
|
(15,090
|
)
|
|
(15,090
|
)
|
|
36.65
|
|
|
Unvested as of June 30, 2018
|
|
—
|
|
|
2,122,626
|
|
|
2,122,626
|
|
|
$
|
25.29
|
|
Dividend yield
|
0.00%
|
|||
Expected volatility
|
44.94
|
%
|
-
|
46.16%
|
Risk-free interest rate
|
2.15
|
%
|
-
|
2.72%
|
Expected life of options (in years)
|
6.25
|
|
-
|
10.0
|
|
|
Number of
shares
|
|
Weighted-Average
Exercise Price
|
|||
Options outstanding as of December 31, 2018
|
|
1,045,913
|
|
|
$
|
17.89
|
|
Options granted
|
|
290,000
|
|
|
10.18
|
|
|
Options exercised
|
|
(68,259
|
)
|
|
17.44
|
|
|
Options forfeited
|
|
(337,812
|
)
|
|
14.90
|
|
|
Options outstanding as of June 30, 2019
|
|
929,842
|
|
|
$
|
16.74
|
|
Options exercisable as of June 30, 2019
|
|
639,842
|
|
|
$
|
19.71
|
|
|
|
Number of
shares
|
|
Weighted-Average
Exercise Price
|
|||
Options outstanding as of December 31, 2017
|
|
3,444,252
|
|
|
$
|
30.65
|
|
Options exercised
|
|
(21,809
|
)
|
|
12.94
|
|
|
Options expired
|
|
(298
|
)
|
|
5.99
|
|
|
Options outstanding as of June 30, 2018
|
|
3,422,145
|
|
|
$
|
30.77
|
|
Options exercisable as of June 30, 2018
|
|
3,422,145
|
|
|
$
|
30.77
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
|
Options Outstanding
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Options
Exercisable
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
||||||
$10 - $19.31
|
|
658,510
|
|
|
$
|
13.12
|
|
|
5.81
|
|
368,510
|
|
|
$
|
15.43
|
|
|
2.53
|
$20.11 - $25.86
|
|
265,275
|
|
|
25.18
|
|
|
1.66
|
|
265,275
|
|
|
25.18
|
|
|
1.66
|
||
$40.80
|
|
6,057
|
|
|
40.80
|
|
|
5.13
|
|
6,057
|
|
|
40.80
|
|
|
5.13
|
||
|
|
929,842
|
|
|
$
|
16.74
|
|
|
4.62
|
|
639,842
|
|
|
$
|
19.71
|
|
|
2.19
|
12.
|
Commitments and Contingencies
|
13.
|
Organizational Restructuring
|
(In thousands)
|
|
Severance pay and benefits
|
|
Short-term lease exit and other direct costs
|
|
Long-term lease exit and other direct costs
|
|
Total
|
||||||||
Accrued Balance as of December 31, 2018
|
|
$
|
4,493
|
|
|
$
|
708
|
|
|
$
|
1,810
|
|
|
$
|
7,011
|
|
Adoption of ASC 842 (1)
|
|
—
|
|
|
(708
|
)
|
|
(1,810
|
)
|
|
(2,518
|
)
|
||||
Restructuring(2)
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
||||
Payments
|
|
(2,098
|
)
|
|
—
|
|
|
—
|
|
|
(2,098
|
)
|
||||
Accrued Balance as of June 30, 2019
|
|
$
|
2,194
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,194
|
|
(In thousands)
|
|
Severance pay and benefits
|
|
Total
|
||||
Accrued Balance as of December 31, 2018
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring
|
|
3,346
|
|
|
3,346
|
|
||
Payments
|
|
(1,494
|
)
|
|
(1,494
|
)
|
||
Accrued Balance as of June 30, 2019
|
|
$
|
1,852
|
|
|
$
|
1,852
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||
(In thousands)
|
Dollars
|
|
% of Revenue
|
|
Dollars
|
|
% of Revenue
|
|
Dollars
|
|
% of Revenue
|
|
Dollars
|
|
% of Revenue
|
||||||||||||
Revenues
|
$
|
96,888
|
|
|
100.0
|
%
|
|
$
|
101,389
|
|
|
100.0
|
%
|
|
$
|
199,182
|
|
|
100.0
|
%
|
|
$
|
207,308
|
|
|
100.0
|
%
|
Cost of revenues
|
51,994
|
|
|
53.7
|
%
|
|
51,526
|
|
|
50.8
|
%
|
|
105,401
|
|
|
52.9
|
%
|
|
98,780
|
|
|
47.6
|
%
|
||||
Selling and marketing
|
23,329
|
|
|
24.1
|
%
|
|
29,647
|
|
|
29.2
|
%
|
|
48,169
|
|
|
24.2
|
%
|
|
55,552
|
|
|
26.8
|
%
|
||||
Research and development
|
16,883
|
|
|
17.4
|
%
|
|
20,889
|
|
|
20.6
|
%
|
|
35,099
|
|
|
17.6
|
%
|
|
39,605
|
|
|
19.1
|
%
|
||||
General and administrative
|
16,932
|
|
|
17.5
|
%
|
|
28,699
|
|
|
28.3
|
%
|
|
36,477
|
|
|
18.3
|
%
|
|
47,360
|
|
|
22.8
|
%
|
||||
Investigation and audit related
|
2,354
|
|
|
2.4
|
%
|
|
4,883
|
|
|
4.8
|
%
|
|
3,196
|
|
|
1.6
|
%
|
|
36,750
|
|
|
17.7
|
%
|
||||
Amortization of intangible assets
|
8,076
|
|
|
8.3
|
%
|
|
8,266
|
|
|
8.2
|
%
|
|
16,181
|
|
|
8.1
|
%
|
|
16,810
|
|
|
8.1
|
%
|
||||
Impairment of goodwill
|
224,272
|
|
|
231.5
|
%
|
|
—
|
|
|
—
|
%
|
|
224,272
|
|
|
112.6
|
%
|
|
—
|
|
|
—
|
%
|
||||
Impairment of intangible asset
|
17,308
|
|
|
17.9
|
%
|
|
—
|
|
|
—
|
%
|
|
17,308
|
|
|
8.7
|
%
|
|
—
|
|
|
—
|
%
|
||||
Settlement of litigation, net
|
5,000
|
|
|
5.2
|
%
|
|
5,250
|
|
|
5.2
|
%
|
|
5,000
|
|
|
2.5
|
%
|
|
5,250
|
|
|
2.5
|
%
|
||||
Restructuring
|
2,949
|
|
|
3.0
|
%
|
|
3,833
|
|
|
3.8
|
%
|
|
2,879
|
|
|
1.4
|
%
|
|
5,090
|
|
|
2.5
|
%
|
||||
Total expenses from operations
|
369,097
|
|
|
381.0
|
%
|
|
152,993
|
|
|
150.9
|
%
|
|
493,982
|
|
|
248.0
|
%
|
|
305,197
|
|
|
147.2
|
%
|
||||
Loss from operations
|
(272,209
|
)
|
|
(281.0
|
)%
|
|
(51,604
|
)
|
|
(50.9
|
)%
|
|
(294,800
|
)
|
|
(148.0
|
)%
|
|
(97,889
|
)
|
|
(47.2
|
)%
|
||||
Interest expense, net
|
(8,242
|
)
|
|
(8.5
|
)%
|
|
(4,124
|
)
|
|
(4.1
|
)%
|
|
(15,001
|
)
|
|
(7.5
|
)%
|
|
(7,029
|
)
|
|
(3.4
|
)%
|
||||
Other (expense) income, net
|
(3,081
|
)
|
|
(3.2
|
)%
|
|
807
|
|
|
0.8
|
%
|
|
(112
|
)
|
|
(0.1
|
)%
|
|
884
|
|
|
0.4
|
%
|
||||
(Loss) gain from foreign currency transactions
|
(464
|
)
|
|
(0.5
|
)%
|
|
1,045
|
|
|
1.0
|
%
|
|
(426
|
)
|
|
(0.2
|
)%
|
|
123
|
|
|
0.1
|
%
|
||||
Loss before income taxes
|
(283,996
|
)
|
|
(293.1
|
)%
|
|
(53,876
|
)
|
|
(53.1
|
)%
|
|
(310,339
|
)
|
|
(155.8
|
)%
|
|
(103,911
|
)
|
|
(50.1
|
)%
|
||||
Income tax benefit (provision)
|
4,463
|
|
|
4.6
|
%
|
|
(2,101
|
)
|
|
(2.1
|
)%
|
|
3,292
|
|
|
1.7
|
%
|
|
(3,516
|
)
|
|
(1.7
|
)%
|
||||
Net loss
|
$
|
(279,533
|
)
|
|
(288.5
|
)%
|
|
$
|
(55,977
|
)
|
|
(55.2
|
)%
|
|
$
|
(307,047
|
)
|
|
(154.2
|
)%
|
|
$
|
(107,427
|
)
|
|
(51.8
|
)%
|
•
|
Ratings and Planning provides measurement of the behavior and characteristics of audiences of content and advertising across television and digital platforms including computers, tablets, smartphones, and other connected devices. These products and services are designed to help customers find the most relevant viewing audience, whether that viewing is linear, time shifted/recorded, online or on-demand.
|
•
|
Analytics and Optimization includes activation and survey-based products that provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns and brand protection.
|
•
|
Movies Reporting and Analytics measures movie viewership and box office results by capturing movie ticket sales in real time or near real time and includes box office analytics, trend analysis and insights for movie studios and movie theater operators worldwide.
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Variance
|
|
% Variance
|
|||||||||
Ratings and Planning
|
$
|
68,922
|
|
|
71.1
|
%
|
|
$
|
70,501
|
|
|
69.5
|
%
|
|
$
|
(1,579
|
)
|
|
(2.2
|
)%
|
Analytics and Optimization
|
17,293
|
|
|
17.9
|
%
|
|
20,533
|
|
|
20.3
|
%
|
|
(3,240
|
)
|
|
(15.8
|
)%
|
|||
Movies Reporting and Analytics
|
10,673
|
|
|
11.0
|
%
|
|
10,355
|
|
|
10.2
|
%
|
|
318
|
|
|
3.1
|
%
|
|||
Total revenues
|
$
|
96,888
|
|
|
100.0
|
%
|
|
$
|
101,389
|
|
|
100.0
|
%
|
|
$
|
(4,501
|
)
|
|
(4.4
|
)%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Variance
|
|
% Variance
|
|||||||||
Ratings and Planning
|
$
|
139,499
|
|
|
70.0
|
%
|
|
$
|
140,070
|
|
|
67.6
|
%
|
|
$
|
(571
|
)
|
|
(0.4
|
)%
|
Analytics and Optimization
|
38,751
|
|
|
19.5
|
%
|
|
46,264
|
|
|
22.3
|
%
|
|
(7,513
|
)
|
|
(16.2
|
)%
|
|||
Movies Reporting and Analytics
|
20,932
|
|
|
10.5
|
%
|
|
20,974
|
|
|
10.1
|
%
|
|
(42
|
)
|
|
(0.2
|
)%
|
|||
Total revenues
|
$
|
199,182
|
|
|
100.0
|
%
|
|
$
|
207,308
|
|
|
100.0
|
%
|
|
$
|
(8,126
|
)
|
|
(3.9
|
)%
|
|
Three Months Ended June 30,
|
|
|
|||||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Data costs
|
$
|
16,737
|
|
|
17.3
|
%
|
|
$
|
14,451
|
|
|
14.3
|
%
|
|
$
|
2,286
|
|
|
15.8
|
%
|
Employee costs
|
14,137
|
|
|
14.6
|
%
|
|
15,805
|
|
|
15.6
|
%
|
|
(1,668
|
)
|
|
(10.6
|
)%
|
|||
Systems and bandwidth costs
|
5,495
|
|
|
5.7
|
%
|
|
5,955
|
|
|
5.9
|
%
|
|
(460
|
)
|
|
(7.7
|
)%
|
|||
Panel costs
|
4,884
|
|
|
5.0
|
%
|
|
5,837
|
|
|
5.8
|
%
|
|
(953
|
)
|
|
(16.3
|
)%
|
|||
Lease expense and depreciation (1)
|
3,853
|
|
|
4.0
|
%
|
|
3,130
|
|
|
3.1
|
%
|
|
723
|
|
|
23.1
|
%
|
|||
Professional fees
|
1,920
|
|
|
2.0
|
%
|
|
1,156
|
|
|
1.1
|
%
|
|
764
|
|
|
66.1
|
%
|
|||
Sample and survey costs
|
1,489
|
|
|
1.5
|
%
|
|
1,462
|
|
|
1.4
|
%
|
|
27
|
|
|
1.8
|
%
|
|||
Technology
|
1,444
|
|
|
1.5
|
%
|
|
1,566
|
|
|
1.5
|
%
|
|
(122
|
)
|
|
(7.8
|
)%
|
|||
Royalties and resellers
|
802
|
|
|
0.8
|
%
|
|
1,043
|
|
|
1.0
|
%
|
|
(241
|
)
|
|
(23.1
|
)%
|
|||
Other
|
1,233
|
|
|
1.3
|
%
|
|
1,121
|
|
|
1.1
|
%
|
|
112
|
|
|
10.0
|
%
|
|||
Total cost of revenues
|
$
|
51,994
|
|
|
53.7
|
%
|
|
$
|
51,526
|
|
|
50.8
|
%
|
|
$
|
468
|
|
|
0.9
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Data costs
|
$
|
32,798
|
|
|
16.5
|
%
|
|
$
|
26,767
|
|
|
12.9
|
%
|
|
$
|
6,031
|
|
|
22.5
|
%
|
Employee costs
|
29,102
|
|
|
14.6
|
%
|
|
29,665
|
|
|
14.3
|
%
|
|
(563
|
)
|
|
(1.9
|
)%
|
|||
Systems and bandwidth costs
|
10,776
|
|
|
5.4
|
%
|
|
11,880
|
|
|
5.7
|
%
|
|
(1,104
|
)
|
|
(9.3
|
)%
|
|||
Panel costs
|
10,322
|
|
|
5.2
|
%
|
|
11,456
|
|
|
5.5
|
%
|
|
(1,134
|
)
|
|
(9.9
|
)%
|
|||
Lease expense and depreciation (1)
|
7,264
|
|
|
3.6
|
%
|
|
6,432
|
|
|
3.1
|
%
|
|
832
|
|
|
12.9
|
%
|
|||
Professional fees
|
4,252
|
|
|
2.1
|
%
|
|
2,730
|
|
|
1.3
|
%
|
|
1,522
|
|
|
55.8
|
%
|
|||
Sample and survey costs
|
3,938
|
|
|
2.0
|
%
|
|
3,178
|
|
|
1.5
|
%
|
|
760
|
|
|
23.9
|
%
|
|||
Technology
|
2,916
|
|
|
1.5
|
%
|
|
3,100
|
|
|
1.5
|
%
|
|
(184
|
)
|
|
(5.9
|
)%
|
|||
Royalties and resellers
|
1,708
|
|
|
0.9
|
%
|
|
1,492
|
|
|
0.7
|
%
|
|
216
|
|
|
14.5
|
%
|
|||
Other
|
2,325
|
|
|
1.2
|
%
|
|
2,080
|
|
|
1.0
|
%
|
|
245
|
|
|
11.8
|
%
|
|||
Total cost of revenues
|
$
|
105,401
|
|
|
52.9
|
%
|
|
$
|
98,780
|
|
|
47.6
|
%
|
|
$
|
6,621
|
|
|
6.7
|
%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
18,591
|
|
|
19.2
|
%
|
|
$
|
24,237
|
|
|
23.9
|
%
|
|
$
|
(5,646
|
)
|
|
(23.3
|
)%
|
Lease expense and depreciation (1)
|
1,599
|
|
|
1.7
|
%
|
|
1,824
|
|
|
1.8
|
%
|
|
(225
|
)
|
|
(12.3
|
)%
|
|||
Travel
|
880
|
|
|
0.9
|
%
|
|
1,314
|
|
|
1.3
|
%
|
|
(434
|
)
|
|
(33.0
|
)%
|
|||
Professional fees
|
754
|
|
|
0.8
|
%
|
|
972
|
|
|
1.0
|
%
|
|
(218
|
)
|
|
(22.4
|
)%
|
|||
Other
|
1,505
|
|
|
1.6
|
%
|
|
1,300
|
|
|
1.3
|
%
|
|
205
|
|
|
15.8
|
%
|
|||
Total selling and marketing expenses
|
$
|
23,329
|
|
|
24.1
|
%
|
|
$
|
29,647
|
|
|
29.2
|
%
|
|
$
|
(6,318
|
)
|
|
(21.3
|
)%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
38,954
|
|
|
19.6
|
%
|
|
$
|
44,475
|
|
|
21.5
|
%
|
|
$
|
(5,521
|
)
|
|
(12.4
|
)%
|
Lease expense and depreciation (1)
|
3,205
|
|
|
1.6
|
%
|
|
3,972
|
|
|
1.9
|
%
|
|
(767
|
)
|
|
(19.3
|
)%
|
|||
Travel
|
1,704
|
|
|
0.9
|
%
|
|
2,320
|
|
|
1.1
|
%
|
|
(616
|
)
|
|
(26.6
|
)%
|
|||
Professional fees
|
1,460
|
|
|
0.7
|
%
|
|
2,137
|
|
|
1.0
|
%
|
|
(677
|
)
|
|
(31.7
|
)%
|
|||
Other
|
2,846
|
|
|
1.4
|
%
|
|
2,648
|
|
|
1.3
|
%
|
|
198
|
|
|
7.5
|
%
|
|||
Total selling and marketing expenses
|
$
|
48,169
|
|
|
24.2
|
%
|
|
$
|
55,552
|
|
|
26.8
|
%
|
|
$
|
(7,383
|
)
|
|
(13.3
|
)%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
13,018
|
|
|
13.4
|
%
|
|
$
|
17,051
|
|
|
16.8
|
%
|
|
$
|
(4,033
|
)
|
|
(23.7
|
)%
|
Lease expense and depreciation (1)
|
1,498
|
|
|
1.5
|
%
|
|
1,704
|
|
|
1.7
|
%
|
|
(206
|
)
|
|
(12.1
|
)%
|
|||
Technology
|
1,040
|
|
|
1.1
|
%
|
|
1,261
|
|
|
1.2
|
%
|
|
(221
|
)
|
|
(17.5
|
)%
|
|||
Professional fees
|
840
|
|
|
0.9
|
%
|
|
429
|
|
|
0.4
|
%
|
|
411
|
|
|
95.8
|
%
|
|||
Other
|
487
|
|
|
0.5
|
%
|
|
444
|
|
|
0.4
|
%
|
|
43
|
|
|
9.7
|
%
|
|||
Total research and development expenses
|
$
|
16,883
|
|
|
17.4
|
%
|
|
$
|
20,889
|
|
|
20.6
|
%
|
|
$
|
(4,006
|
)
|
|
(19.2
|
)%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
26,788
|
|
|
13.4
|
%
|
|
$
|
31,717
|
|
|
15.3
|
%
|
|
$
|
(4,929
|
)
|
|
(15.5
|
)%
|
Lease expense and depreciation (1)
|
3,066
|
|
|
1.5
|
%
|
|
3,531
|
|
|
1.7
|
%
|
|
(465
|
)
|
|
(13.2
|
)%
|
|||
Professional fees
|
2,209
|
|
|
1.1
|
%
|
|
951
|
|
|
0.5
|
%
|
|
1,258
|
|
|
132.3
|
%
|
|||
Technology
|
2,119
|
|
|
1.1
|
%
|
|
2,573
|
|
|
1.2
|
%
|
|
(454
|
)
|
|
(17.6
|
)%
|
|||
Other
|
917
|
|
|
0.5
|
%
|
|
833
|
|
|
0.4
|
%
|
|
84
|
|
|
10.1
|
%
|
|||
Total research and development expenses
|
$
|
35,099
|
|
|
17.6
|
%
|
|
$
|
39,605
|
|
|
19.1
|
%
|
|
$
|
(4,506
|
)
|
|
(11.4
|
)%
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
8,548
|
|
|
8.8
|
%
|
|
$
|
15,764
|
|
|
15.5
|
%
|
|
$
|
(7,216
|
)
|
|
(45.8
|
)%
|
Professional fees
|
4,770
|
|
|
4.9
|
%
|
|
6,137
|
|
|
6.1
|
%
|
|
(1,367
|
)
|
|
(22.3
|
)%
|
|||
Lease expense and depreciation (1)
|
651
|
|
|
0.7
|
%
|
|
1,070
|
|
|
1.1
|
%
|
|
(419
|
)
|
|
(39.2
|
)%
|
|||
Transition services agreement
|
—
|
|
|
—
|
%
|
|
2,183
|
|
|
2.2
|
%
|
|
(2,183
|
)
|
|
(100.0
|
)%
|
|||
Other
|
2,963
|
|
|
3.1
|
%
|
|
3,545
|
|
|
3.5
|
%
|
|
(582
|
)
|
|
(16.4
|
)%
|
|||
Total general and administrative expenses
|
$
|
16,932
|
|
|
17.5
|
%
|
|
$
|
28,699
|
|
|
28.3
|
%
|
|
$
|
(11,767
|
)
|
|
(41.0
|
)%
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
19,809
|
|
|
9.9
|
%
|
|
$
|
22,405
|
|
|
10.8
|
%
|
|
$
|
(2,596
|
)
|
|
(11.6
|
)%
|
Professional fees
|
9,559
|
|
|
4.8
|
%
|
|
11,880
|
|
|
5.7
|
%
|
|
(2,321
|
)
|
|
(19.5
|
)%
|
|||
Lease expense and depreciation (1)
|
1,311
|
|
|
0.7
|
%
|
|
2,159
|
|
|
1.0
|
%
|
|
(848
|
)
|
|
(39.3
|
)%
|
|||
Transition services agreement
|
667
|
|
|
0.3
|
%
|
|
4,848
|
|
|
2.3
|
%
|
|
(4,181
|
)
|
|
(86.2
|
)%
|
|||
Other
|
5,131
|
|
|
2.6
|
%
|
|
6,068
|
|
|
2.9
|
%
|
|
(937
|
)
|
|
(15.4
|
)%
|
|||
Total general and administrative expenses
|
$
|
36,477
|
|
|
18.3
|
%
|
|
$
|
47,360
|
|
|
22.8
|
%
|
|
$
|
(10,883
|
)
|
|
(23.0
|
)%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in fair value of financing derivatives
|
$
|
(3,000
|
)
|
|
$
|
(2,280
|
)
|
|
$
|
1,100
|
|
|
$
|
(4,460
|
)
|
Change in fair value of investment in equity securities
|
(304
|
)
|
|
714
|
|
|
(2,016
|
)
|
|
265
|
|
||||
Transition services agreement income
|
—
|
|
|
2,182
|
|
|
534
|
|
|
4,847
|
|
||||
Other
|
223
|
|
|
191
|
|
|
270
|
|
|
232
|
|
||||
Total other (expense) income, net
|
$
|
(3,081
|
)
|
|
$
|
807
|
|
|
$
|
(112
|
)
|
|
$
|
884
|
|
•
|
Adjusted EBITDA does not reflect tax or interest payments that represent a reduction in cash available to us (or, in the case of interest paid in Common Stock, that represent additional dilution to our existing stockholders);
|
•
|
Depreciation and amortization are non-cash charges and the assets being depreciated may have to be replaced in the future. Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Adjusted EBITDA and non-GAAP net loss do not reflect cash payments relating to fees incurred in connection with issuance of equity securities, restructuring, litigation and the Audit Committee investigation, such as litigation and investigation-related costs, costs associated with tax projects, audits and other professional, consulting or other fees incurred in connection with our prior-year audits and certain legal proceedings, all of which represent a reduction in cash available to us;
|
•
|
Adjusted EBITDA and non-GAAP net loss do not consider the impact of stock-based compensation and similar arrangements that represent dilution to our existing stockholders;
|
•
|
Adjusted EBITDA and non-GAAP net loss do not consider impairment of goodwill and long-lived assets, which represents a decline in the value of our assets;
|
•
|
Adjusted EBITDA and non-GAAP net loss do not consider possible cash gains or losses related to our financing derivatives or investment in equity securities; and
|
•
|
Other companies, including companies in our industry, may calculate any of these non-GAAP financial measures differently, which reduces their usefulness as comparative measures.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss (GAAP)
|
$
|
(279,533
|
)
|
|
$
|
(55,977
|
)
|
|
$
|
(307,047
|
)
|
|
$
|
(107,427
|
)
|
|
|
|
|
|
|
|
|
||||||||
Income tax (benefit) provision
|
(4,463
|
)
|
|
2,101
|
|
|
(3,292
|
)
|
|
3,516
|
|
||||
Interest expense, net
|
8,242
|
|
|
4,124
|
|
|
15,001
|
|
|
7,029
|
|
||||
Depreciation
|
3,005
|
|
|
4,276
|
|
|
6,111
|
|
|
8,839
|
|
||||
Amortization expense of finance leases
|
787
|
|
|
—
|
|
|
1,361
|
|
|
—
|
|
||||
Amortization of intangible assets
|
8,076
|
|
|
8,266
|
|
|
16,181
|
|
|
16,810
|
|
||||
EBITDA
|
(263,886
|
)
|
|
(37,210
|
)
|
|
(271,685
|
)
|
|
(71,233
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation
|
4,304
|
|
|
22,999
|
|
|
11,257
|
|
|
24,880
|
|
||||
Investigation and audit related
|
2,354
|
|
|
4,883
|
|
|
3,196
|
|
|
36,750
|
|
||||
Settlement of litigation, net
|
5,000
|
|
|
5,250
|
|
|
5,000
|
|
|
5,250
|
|
||||
Restructuring
|
2,949
|
|
|
3,833
|
|
|
2,879
|
|
|
5,090
|
|
||||
Impairment of goodwill
|
224,272
|
|
|
—
|
|
|
224,272
|
|
|
—
|
|
||||
Impairment of intangible asset
|
17,308
|
|
|
—
|
|
|
17,308
|
|
|
—
|
|
||||
Private placement issuance cost
|
1,154
|
|
|
—
|
|
|
1,154
|
|
|
—
|
|
||||
Other expense, net (1)
|
3,304
|
|
|
1,506
|
|
|
916
|
|
|
4,135
|
|
||||
Adjusted EBITDA
|
$
|
(3,241
|
)
|
|
$
|
1,261
|
|
|
$
|
(5,703
|
)
|
|
$
|
4,872
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss (GAAP)
|
$
|
(279,533
|
)
|
|
$
|
(55,977
|
)
|
|
$
|
(307,047
|
)
|
|
$
|
(107,427
|
)
|
|
|
|
|
|
|
|
|
||||||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation
|
4,304
|
|
|
22,999
|
|
|
11,257
|
|
|
24,880
|
|
||||
Investigation and audit related
|
2,354
|
|
|
4,883
|
|
|
3,196
|
|
|
36,750
|
|
||||
Amortization of intangible assets (1)
|
8,076
|
|
|
8,266
|
|
|
16,181
|
|
|
16,810
|
|
||||
Settlement of litigation, net
|
5,000
|
|
|
5,250
|
|
|
5,000
|
|
|
5,250
|
|
||||
Restructuring
|
2,949
|
|
|
3,833
|
|
|
2,879
|
|
|
5,090
|
|
||||
Impairment of goodwill
|
224,272
|
|
|
—
|
|
|
224,272
|
|
|
—
|
|
||||
Impairment of intangible asset
|
17,308
|
|
|
—
|
|
|
17,308
|
|
|
—
|
|
||||
Private placement issuance cost
|
1,154
|
|
|
—
|
|
|
1,154
|
|
|
—
|
|
||||
Other expense, net (2)
|
3,304
|
|
|
1,506
|
|
|
916
|
|
|
4,135
|
|
||||
Non-GAAP net loss
|
$
|
(10,812
|
)
|
|
$
|
(9,240
|
)
|
|
$
|
(24,884
|
)
|
|
$
|
(14,512
|
)
|
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
|
2019
|
|
2018
|
||||
Net cash used in operating activities
|
|
$
|
(10,704
|
)
|
|
$
|
(74,369
|
)
|
Net cash used in investing activities
|
|
(6,807
|
)
|
|
(6,515
|
)
|
||
Net cash provided by financing activities
|
|
21,048
|
|
|
90,083
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
91
|
|
|
(1,136
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
|
3,628
|
|
|
8,063
|
|
(In thousands)
|
|
Total
|
|
Less Than
1 Year |
|
1-3 Years
|
|
3-5
Years |
|
More
Than 5 Years |
||||||||||
Operating lease obligations
|
|
$
|
81,722
|
|
|
$
|
13,021
|
|
|
$
|
23,677
|
|
|
$
|
18,050
|
|
|
$
|
26,974
|
|
Finance lease obligations
|
|
5,805
|
|
|
2,398
|
|
|
3,324
|
|
|
83
|
|
|
—
|
|
|||||
Software license arrangements
|
|
1,096
|
|
|
633
|
|
|
463
|
|
|
—
|
|
|
—
|
|
|||||
Sale-leaseback financing transaction
|
|
4,775
|
|
|
2,239
|
|
|
2,536
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt obligations
|
|
204,000
|
|
|
—
|
|
|
204,000
|
|
|
—
|
|
|
—
|
|
|||||
Unconditional purchase obligations with MVPDs
|
|
122,268
|
|
|
40,190
|
|
|
54,119
|
|
|
27,959
|
|
|
—
|
|
|||||
Other purchase obligations
|
|
706
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
420,372
|
|
|
$
|
59,187
|
|
|
$
|
288,119
|
|
|
$
|
46,092
|
|
|
$
|
26,974
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
If the Conversion Premium
(as of the applicable
Interest Reset Date) is:
|
|
Implied VWAP
|
|
Then the Interest Rate from
the applicable Interest Reset
Date until the next
subsequent Interest Reset
Date shall be:
|
1.0 or less
|
|
$31.29 or higher
|
|
4.0%
|
1.05
|
|
$29.80
|
|
4.3%
|
1.10
|
|
$28.45
|
|
4.7%
|
1.15
|
|
$27.21
|
|
5.0%
|
1.20
|
|
$26.08
|
|
5.3%
|
1.25
|
|
$25.03
|
|
5.7%
|
1.30
|
|
$24.07
|
|
6.0%
|
1.35
|
|
$23.18
|
|
8.0%
|
1.40
|
|
$22.35
|
|
10.0%
|
1.45 or higher
|
|
$21.58 or less
|
|
12.0%
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit
No.
|
|
Exhibit
Document
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7+#
|
|
|
|
|
|
4.8
|
|
|
|
|
|
10.1*+
|
|
|
|
|
|
10.2*+
|
|
|
|
|
|
10.3*+
|
|
|
|
|
|
10.4
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
COMSCORE, INC.
|
|||
|
|
|
||
|
By:
|
/s/ Gregory A. Fink
|
||
|
|
Gregory A. Fink
|
||
|
|
Chief Financial Officer and Treasurer
|
||
|
|
(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
|
By:
|
__________________________
Name: Title: |
Issue to:
|
|
|
|
|
|
DTC Participant:
|
|
|
DTC Number:
|
|
|
Account Number:
|
|
|
|
|
Date: _____________ __, _____
Name of Registered Holder |
By:
Name: Title:
Tax ID:____________________________
Facsimile:__________________________
E-mail Address:_____________________
|
By:
|
___________________________
Name: Title: |
Stock-Price Hurdle
|
Number of PRSUs Earned
|
For each $1 above $20.00, up to and including $30.00
|
6,750
|
For each $1 above $30.00, up to and including $40.00
|
2,850
|
For each $1 above $40.00, up to and including $50.00
|
5,400
|
For each $1 above $50.00, up to and including $60.00
|
7,500
|
Total Eligible PRSUs
|
225,000
|
Vesting Date
|
Number of Shares Subject to the Option That Become Vested
|
First Anniversary of the Date of Grant
|
37,500
|
Second Anniversary of the Date of Grant
|
37,500
|
Third Anniversary of the Date of Grant
|
37,500
|
Fourth Anniversary of the Date of Grant
|
37,500
|
/s/ Dale Fuller
|
Dale Fuller
|
Interim Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Gregory A. Fink
|
Gregory A. Fink
|
Chief Financial Officer and Treasurer
|
(Principal Financial Officer)
|
/s/ Dale Fuller
|
Dale Fuller
|
Interim Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Gregory A. Fink
|
Gregory A. Fink
|
Chief Financial Officer and Treasurer
|
(Principal Financial Officer)
|