|
☑
|
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
|
||||
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
36,927
|
|
|
$
|
46,590
|
|
Restricted cash
|
|
19,672
|
|
|
20,183
|
|
||
Accounts receivable, net of allowances of $2,147 and $1,919, respectively ($2,249 and $2,698 of accounts receivable attributable to related parties, respectively)
|
|
67,751
|
|
|
71,853
|
|
||
Prepaid expenses and other current assets ($1,061 and $1,180 attributable to related parties, respectively)
|
|
14,652
|
|
|
15,357
|
|
||
Total current assets
|
|
139,002
|
|
|
153,983
|
|
||
Property and equipment, net
|
|
29,943
|
|
|
31,693
|
|
||
Operating right-of-use assets
|
|
32,515
|
|
|
36,689
|
|
||
Other non-current assets
|
|
4,069
|
|
|
2,979
|
|
||
Deferred tax assets
|
|
2,131
|
|
|
2,374
|
|
||
Intangible assets, net
|
|
72,632
|
|
|
79,559
|
|
||
Goodwill
|
|
415,549
|
|
|
416,418
|
|
||
Total assets
|
|
$
|
695,841
|
|
|
$
|
723,695
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable ($3,336 and $2,510 attributable to related parties, respectively)
|
|
$
|
43,769
|
|
|
$
|
44,804
|
|
Accrued expenses ($6,353 and $6,902 attributable to related parties, respectively)
|
|
48,854
|
|
|
55,507
|
|
||
Contract liability ($2,314 and $1,519 attributable to related parties, respectively)
|
|
60,788
|
|
|
58,158
|
|
||
Customer advances
|
|
9,752
|
|
|
9,886
|
|
||
Warrants liability
|
|
3,074
|
|
|
7,725
|
|
||
Current operating lease liabilities
|
|
6,737
|
|
|
6,764
|
|
||
Other current liabilities
|
|
5,929
|
|
|
7,393
|
|
||
Total current liabilities
|
|
178,903
|
|
|
190,237
|
|
||
Secured term note
|
|
12,410
|
|
|
12,463
|
|
||
Financing derivatives (related parties)
|
|
19,200
|
|
|
21,587
|
|
||
Senior secured convertible notes (related parties)
|
|
186,115
|
|
|
184,075
|
|
||
Non-current operating lease liabilities
|
|
40,800
|
|
|
42,497
|
|
||
Deferred tax liabilities
|
|
389
|
|
|
287
|
|
||
Other non-current liabilities
|
|
12,563
|
|
|
13,575
|
|
||
Total liabilities
|
|
450,380
|
|
|
464,721
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at March 31, 2020 and December 31, 2019; no shares issued or outstanding as of March 31, 2020 and December 31, 2019
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value per share; 150,000,000 shares authorized as of March 31, 2020 and December 31, 2019; 76,971,713 shares issued and 70,206,917 shares outstanding as of March 31, 2020, and 76,829,926 shares issued and 70,065,130 shares outstanding as of December 31, 2019
|
|
70
|
|
|
70
|
|
||
Additional paid-in capital
|
|
1,611,902
|
|
|
1,609,358
|
|
||
Accumulated other comprehensive loss
|
|
(15,206
|
)
|
|
(12,333
|
)
|
||
Accumulated deficit
|
|
(1,121,321
|
)
|
|
(1,108,137
|
)
|
||
Treasury stock, at cost, 6,764,796 shares as of March 31, 2020 and December 31, 2019
|
|
(229,984
|
)
|
|
(229,984
|
)
|
||
Total stockholders' equity
|
|
245,461
|
|
|
258,974
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
695,841
|
|
|
$
|
723,695
|
|
|
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, 2019
|
70,065,130
|
|
|
$
|
70
|
|
|
$
|
1,609,358
|
|
|
$
|
(12,333
|
)
|
|
$
|
(1,108,137
|
)
|
|
$
|
(229,984
|
)
|
|
$
|
258,974
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,184
|
)
|
|
—
|
|
|
(13,184
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,873
|
)
|
|
—
|
|
|
—
|
|
|
(2,873
|
)
|
||||||
Restricted stock units vested
|
157,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payments for taxes related to net share settlement of equity awards
|
(15,597
|
)
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,609
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,609
|
|
||||||
Balance as of March 31, 2020
|
70,206,917
|
|
|
$
|
70
|
|
|
$
|
1,611,902
|
|
|
$
|
(15,206
|
)
|
|
$
|
(1,121,321
|
)
|
|
$
|
(229,984
|
)
|
|
$
|
245,461
|
|
|
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
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(13,184
|
)
|
|
$
|
(27,514
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation
|
|
3,384
|
|
|
3,106
|
|
||
Non-cash operating lease expense
|
|
1,369
|
|
|
1,427
|
|
||
Amortization expense of finance leases
|
|
390
|
|
|
574
|
|
||
Amortization of intangible assets
|
|
6,918
|
|
|
8,105
|
|
||
Stock-based compensation
|
|
2,658
|
|
|
6,953
|
|
||
Deferred tax provision
|
|
42
|
|
|
441
|
|
||
Change in fair value of financing derivatives
|
|
(2,387
|
)
|
|
(4,100
|
)
|
||
Change in fair value of warrants liability
|
|
(4,651
|
)
|
|
—
|
|
||
Change in fair value of investment in equity securities
|
|
—
|
|
|
1,712
|
|
||
Impairment of right-of-use and long-lived assets
|
|
4,671
|
|
|
—
|
|
||
Accretion of debt discount
|
|
1,769
|
|
|
1,319
|
|
||
Amortization of deferred financing costs
|
|
348
|
|
|
252
|
|
||
Other
|
|
492
|
|
|
(138
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Accounts receivable
|
|
2,820
|
|
|
12,506
|
|
||
Prepaid expenses and other assets
|
|
(1,022
|
)
|
|
1,818
|
|
||
Accounts payable, accrued expenses and other liabilities
|
|
(9,522
|
)
|
|
(2,544
|
)
|
||
Contract liability and customer advances
|
|
2,893
|
|
|
(2,500
|
)
|
||
Operating lease liabilities
|
|
(1,769
|
)
|
|
(2,993
|
)
|
||
Net cash used in operating activities
|
|
(4,781
|
)
|
|
(1,576
|
)
|
||
|
|
|
|
|
||||
Investing activities:
|
|
|
|
|
||||
Proceeds from sale of investment in equity securities
|
|
—
|
|
|
705
|
|
||
Purchases of property and equipment
|
|
(45
|
)
|
|
(1,836
|
)
|
||
Capitalized internal-use software costs
|
|
(3,872
|
)
|
|
(3,109
|
)
|
||
Net cash used in investing activities
|
|
(3,917
|
)
|
|
(4,240
|
)
|
||
|
|
|
|
|
||||
Financing activities:
|
|
|
|
|
||||
Proceeds from the exercise of stock options
|
|
—
|
|
|
1,191
|
|
||
Payments for taxes related to net share settlement of equity awards
|
|
(65
|
)
|
|
(1,138
|
)
|
||
Principal payments on finance leases
|
|
(407
|
)
|
|
(694
|
)
|
||
Principal payments on software license arrangements
|
|
(77
|
)
|
|
(823
|
)
|
||
Net cash used in financing activities
|
|
(549
|
)
|
|
(1,464
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(927
|
)
|
|
(75
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
(10,174
|
)
|
|
(7,355
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
66,773
|
|
|
50,198
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
56,599
|
|
|
$
|
42,843
|
|
|
|
|
|
|
||||
|
|
As of March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash and cash equivalents
|
|
$
|
36,927
|
|
|
$
|
36,741
|
|
Restricted cash
|
|
19,672
|
|
|
6,102
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
56,599
|
|
|
$
|
42,843
|
|
|
|
|
|
|
||||
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Supplemental cash flow disclosures:
|
|
|
|
|
||||
Interest paid ($6,120 and $3,046 attributable to related party, respectively)
|
|
$
|
6,795
|
|
|
$
|
3,181
|
|
Income taxes paid (received), net of refunds
|
|
338
|
|
|
(348
|
)
|
||
|
|
|
|
|
||||
Supplemental disclosures of non-cash activities:
|
|
|
|
|
||||
Change in accounts payable and accrued expenses related to capital expenditures
|
|
$
|
423
|
|
|
$
|
1,170
|
|
Settlement of restricted stock unit liability
|
|
—
|
|
|
4,610
|
|
1.
|
Organization
|
•
|
During 2018, the Company entered into certain agreements with funds affiliated with or managed by Starboard Value LP (collectively, "Starboard"), pursuant to which the Company issued and sold to Starboard a total of $204.0 million in senior secured convertible notes as well as warrants to purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock") in exchange for $100.0 million in cash and 4,000,000 shares of Common Stock. For additional information, refer to Footnote 4, Long-term Debt.
|
•
|
On June 26, 2019, the Company issued 2,728,513 shares of Common Stock and four series of warrants in a private placement to CVI Investments, Inc. ("CVI") in exchange for gross cash proceeds of $20.0 million. On October 14, 2019, the Company issued 2,728,513 shares of Common Stock to CVI upon exercise by CVI of the Series C warrant. For additional information, refer to Footnote 5, Stockholders' Equity.
|
•
|
On December 31, 2019, the Company's wholly owned subsidiary, Rentrak B.V., entered into an agreement with several third parties (collectively the "Noteholder") for a secured term note (the "Secured Term Note") in exchange for gross proceeds of $13.0 million. The Secured Term Note matures on December 31, 2021, is cash collateralized, and has an annual interest rate of 9.75% that is payable monthly in arrears. For additional information, refer to Footnote 4, Long-term Debt.
|
2.
|
Summary of Significant Accounting Policies
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2020
|
|
2019
|
||||
Change in fair value of warrants liability
|
$
|
4,651
|
|
|
$
|
—
|
|
Change in fair value of financing derivatives
|
2,387
|
|
|
4,100
|
|
||
Change in fair value of investment in equity securities
|
—
|
|
|
(1,712
|
)
|
||
Other
|
156
|
|
|
581
|
|
||
Total other income, net
|
$
|
7,194
|
|
|
$
|
2,969
|
|
|
Three Months Ended March 31,
|
||||
|
2020
|
|
2019
|
||
Stock options, stock appreciation rights, restricted stock units, deferred stock units, senior secured convertible notes and warrants
|
16,986,614
|
|
|
8,100,585
|
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Beginning Balance
|
|
$
|
(1,919
|
)
|
|
$
|
(1,597
|
)
|
Additions
|
|
(492
|
)
|
|
138
|
|
||
Recoveries
|
|
(44
|
)
|
|
(241
|
)
|
||
Write-offs
|
|
308
|
|
|
17
|
|
||
Ending Balance
|
|
$
|
(2,147
|
)
|
|
$
|
(1,683
|
)
|
3.
|
Revenue Recognition
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
By solution group:
|
|
|
|
|
||||
Ratings and Planning (1)
|
|
$
|
63,521
|
|
|
$
|
70,577
|
|
Analytics and Optimization (1)
|
|
15,501
|
|
|
21,458
|
|
||
Movies Reporting and Analytics
|
|
10,506
|
|
|
10,259
|
|
||
Total
|
|
$
|
89,528
|
|
|
$
|
102,294
|
|
By geographical market:
|
|
|
|
|
||||
United States
|
|
$
|
77,146
|
|
|
$
|
87,976
|
|
Europe
|
|
7,483
|
|
|
8,412
|
|
||
Latin America
|
|
2,020
|
|
|
2,402
|
|
||
Canada
|
|
1,562
|
|
|
1,840
|
|
||
Other
|
|
1,317
|
|
|
1,664
|
|
||
Total
|
|
$
|
89,528
|
|
|
$
|
102,294
|
|
By timing of revenue recognition:
|
|
|
|
|
||||
Products and services transferred over time
|
|
$
|
71,917
|
|
|
$
|
76,461
|
|
Products and services transferred at a point in time
|
|
17,611
|
|
|
25,833
|
|
||
Total
|
|
$
|
89,528
|
|
|
$
|
102,294
|
|
|
|
As of
|
|
As of
|
||||
(In thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accounts receivable, net
|
|
$
|
67,751
|
|
|
$
|
71,853
|
|
Current and non-current contract assets
|
|
662
|
|
|
1,035
|
|
||
Current and non-current contract costs
|
|
691
|
|
|
799
|
|
||
Current contract liability
|
|
60,788
|
|
|
58,158
|
|
||
Current customer advances
|
|
9,752
|
|
|
9,886
|
|
||
Non-current contract liability
|
|
268
|
|
|
291
|
|
|
|
Contract Liability (Current)
|
||||||
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Revenue recognized that was included in the opening contract liability balance
|
|
$
|
(33,315
|
)
|
|
$
|
(39,481
|
)
|
Cash received or amounts billed in advance and not recognized as revenue
|
|
37,116
|
|
|
39,200
|
|
4.
|
Long-term Debt
|
|
|
|
As of
|
|||||||||||
|
|
|
March 31, 2020
|
|||||||||||
(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%
|
18.8%
|
$
|
153,500
|
|
$
|
(13,185
|
)
|
$
|
(2,448
|
)
|
$
|
137,867
|
|
Option Notes, due January 16, 2022
|
12.0%
|
14.9%
|
50,500
|
|
(2,114
|
)
|
(138
|
)
|
48,248
|
|
||||
Total
|
|
|
$
|
204,000
|
|
$
|
(15,299
|
)
|
$
|
(2,586
|
)
|
$
|
186,115
|
|
|
|
|
As of
|
|||||||||||
|
|
|
December 31, 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%
|
18.8%
|
$
|
153,500
|
|
$
|
(14,703
|
)
|
$
|
(2,706
|
)
|
$
|
136,091
|
|
Option Notes, due January 16, 2022
|
12.0%
|
14.9%
|
50,500
|
|
(2,365
|
)
|
(151
|
)
|
47,984
|
|
||||
Total
|
|
|
$
|
204,000
|
|
$
|
(17,068
|
)
|
$
|
(2,857
|
)
|
$
|
184,075
|
|
|
|
|
|
|
As of
|
||||||||||
|
|
|
|
|
March 31, 2020
|
||||||||||
(In thousands, except interest rates)
|
Stated Interest Rate
|
|
Effective Interest Rate
|
|
Face Value
|
|
Deferred Financing Costs
|
|
Net Carrying Value
|
||||||
Secured Term Note
|
9.75%
|
|
12.8%
|
|
$
|
13,000
|
|
|
$
|
(590
|
)
|
|
$
|
12,410
|
|
|
|
|
|
|
As of
|
||||||||||
|
|
|
|
|
December 31, 2019
|
||||||||||
(In thousands, except interest rates)
|
Stated Interest Rate
|
|
Effective Interest Rate
|
|
Face Value
|
|
Deferred Financing Costs
|
|
Net Carrying Value
|
||||||
Secured Term Note
|
9.75%
|
|
12.2%
|
|
$
|
13,000
|
|
|
$
|
(537
|
)
|
|
$
|
12,463
|
|
5.
|
Stockholders' Equity
|
6.
|
Fair Value Measurements
|
|
As of
|
|
As of
|
||||||||||||||||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
(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)
|
$
|
15,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,906
|
|
|
$
|
24,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,327
|
|
Certificates of deposits (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,009
|
|
|
—
|
|
|
1,009
|
|
||||||||
Total assets
|
$
|
15,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,906
|
|
|
$
|
24,327
|
|
|
$
|
1,009
|
|
|
$
|
—
|
|
|
$
|
25,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financing derivatives: no hedging designation (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate reset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,900
|
|
|
$
|
16,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,800
|
|
|
$
|
18,800
|
|
Make-whole change of control
|
—
|
|
|
—
|
|
|
1,600
|
|
|
1,600
|
|
|
—
|
|
|
—
|
|
|
1,600
|
|
|
1,600
|
|
||||||||
Qualifying change of control
|
—
|
|
|
—
|
|
|
700
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
1,187
|
|
|
1,187
|
|
||||||||
Warrants issued: (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Series A
|
—
|
|
|
—
|
|
|
3,074
|
|
|
3,074
|
|
|
—
|
|
|
—
|
|
|
7,508
|
|
|
7,508
|
|
||||||||
Series B-2 (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
217
|
|
||||||||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,274
|
|
|
$
|
22,274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,312
|
|
|
$
|
29,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-recurring fair value measurements (6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating ROU assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,033
|
|
|
$
|
2,033
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leasehold improvements and other
|
—
|
|
|
—
|
|
|
468
|
|
|
468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,501
|
|
|
$
|
2,501
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
Financing Derivative Liabilities
|
||
Balance as of December 31, 2019
|
|
$
|
21,587
|
|
Total gains included in other income, net (1)
|
|
(2,387
|
)
|
|
Balance as of March 31, 2020
|
|
$
|
19,200
|
|
(In thousands)
|
|
Financing Derivative Liabilities
|
||
Balance as of December 31, 2018
|
|
$
|
26,100
|
|
Total gains included in other income, net (1)
|
|
(4,100
|
)
|
|
Balance as of March 31, 2019
|
|
$
|
22,000
|
|
(In thousands)
|
|
Warrants Liability
|
||
Balance as of December 31, 2019
|
|
$
|
7,725
|
|
Total gains included in other income, net (1)
|
|
(4,651
|
)
|
|
Balance as of March 31, 2020
|
|
$
|
3,074
|
|
|
|
Fair value measurements
|
||||||||
|
|
Significant valuation technique
|
|
Significant valuation inputs
|
|
March 31, 2020
|
|
December 31, 2019
|
||
Interest rate reset derivative liability
|
|
Discounted cash flow
|
|
Discount rate
|
|
30.0%
|
|
25.0%
|
||
|
|
|
|
Stock price
|
|
$2.82
|
|
$4.94
|
||
|
|
|
|
Volatility
|
|
85.6%
|
|
74.1%
|
||
|
|
|
|
Term
|
|
1.79 years
|
|
2.04 years
|
||
|
|
|
|
Risk-free rate
|
|
0.2%
|
|
1.6%
|
||
|
|
|
|
|
|
|
|
|
||
Make-whole change of control redemption derivative liability
|
|
Option pricing model
|
|
Change of control probability
|
|
5.0 - 10.0%
|
|
5.0 - 10.0 %
|
||
|
|
|
|
Term
|
|
1.79 years
|
|
2.04 years
|
||
|
|
|
|
Risk-free rate
|
|
0.2%
|
|
1.6%
|
||
|
|
|
|
|
|
|
|
|
||
Qualifying change of control redemption derivative liability
|
|
Discounted cash flow
|
|
Change of control probability
|
|
5.0%
|
|
5.0%
|
||
|
|
|
|
Term
|
|
0.35 years
|
|
0.60 years
|
||
|
|
|
|
Discount rate
|
|
30.0%
|
|
25.0%
|
||
|
|
|
|
|
|
|
|
|
||
Warrants liability (1)
|
|
Option pricing model
|
|
Stock price
|
|
$2.82
|
|
$4.94
|
||
|
|
|
|
Volatility
|
|
72.0%
|
|
65.0%
|
||
|
|
|
|
Term
|
|
4.24 years
|
|
0.59 - 4.49 years
|
||
|
|
|
|
Change of control probability
|
|
5.0% - 10.0%
|
|
5.0 - 10.0%
|
||
|
|
|
|
Risk-free rate
|
|
0.3%
|
|
1.6 - 1.7%
|
||
|
|
|
|
Cost of debt
|
|
19.5% - 22.3%
|
|
14.7 - 16.0%
|
7.
|
Accrued Expenses
|
|
|
As of
|
|
As of
|
||||
(In thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accrued data costs
|
|
$
|
21,295
|
|
|
$
|
19,593
|
|
Payroll and payroll-related
|
|
9,372
|
|
|
15,412
|
|
||
Accrued interest on senior secured convertible notes
|
|
6,120
|
|
|
6,120
|
|
||
Professional fees
|
|
3,958
|
|
|
4,118
|
|
||
Restructuring accrual
|
|
349
|
|
|
992
|
|
||
Other
|
|
7,760
|
|
|
9,272
|
|
||
Total accrued expenses
|
|
$
|
48,854
|
|
|
$
|
55,507
|
|
8.
|
Related Party Transactions
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Revenues
|
|
$
|
3,211
|
|
|
$
|
3,845
|
|
|
|
|
|
|
||||
Cost of revenues
|
|
2,375
|
|
|
2,095
|
|
||
Selling and marketing
|
|
2
|
|
|
3
|
|
||
General and administrative
|
|
142
|
|
|
40
|
|
|
|
As of
|
|
As of
|
||||
(In thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Assets
|
|
|
|
|
||||
Accounts receivable, net
|
|
$
|
2,249
|
|
|
$
|
2,542
|
|
Prepaid expenses and other current assets
|
|
1,061
|
|
|
1,180
|
|
||
Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
3,336
|
|
|
$
|
2,510
|
|
Accrued expenses
|
|
233
|
|
|
716
|
|
||
Contract liability
|
|
2,314
|
|
|
1,361
|
|
|
|
As of
|
|
As of
|
||||
(In thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accrued expenses
|
|
$
|
6,120
|
|
|
$
|
6,120
|
|
Financing derivatives
|
|
19,200
|
|
|
21,587
|
|
||
Senior secured convertible notes
|
|
186,115
|
|
|
184,075
|
|
9.
|
Commitments and Contingencies
|
10.
|
Organizational Restructuring
|
(In thousands)
|
|
May 2019 Restructuring Plan
|
|
August 2019 Restructuring Plan
|
||||
Accrued Balance as of December 31, 2019
|
|
$
|
294
|
|
|
$
|
698
|
|
Payments
|
|
(158
|
)
|
|
(485
|
)
|
||
Accrued Balance as of March 31, 2020
|
|
$
|
136
|
|
|
$
|
213
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
(In thousands)
|
Dollars
|
|
% of Revenue
|
|
Dollars
|
|
% of Revenue
|
||||||
Revenues
|
$
|
89,528
|
|
|
100.0
|
%
|
|
$
|
102,294
|
|
|
100.0
|
%
|
Cost of revenues
|
45,798
|
|
|
51.2
|
%
|
|
53,407
|
|
|
52.2
|
%
|
||
Selling and marketing
|
19,213
|
|
|
21.5
|
%
|
|
24,840
|
|
|
24.3
|
%
|
||
Research and development
|
10,136
|
|
|
11.3
|
%
|
|
18,216
|
|
|
17.8
|
%
|
||
General and administrative
|
15,543
|
|
|
17.4
|
%
|
|
19,545
|
|
|
19.1
|
%
|
||
Investigation and audit related
|
—
|
|
|
—
|
%
|
|
842
|
|
|
0.8
|
%
|
||
Amortization of intangible assets
|
6,918
|
|
|
7.7
|
%
|
|
8,105
|
|
|
7.9
|
%
|
||
Impairment of right-of-use and long-lived assets
|
4,671
|
|
|
5.2
|
%
|
|
—
|
|
|
—
|
%
|
||
Restructuring
|
—
|
|
|
—
|
%
|
|
(70
|
)
|
|
(0.1
|
)%
|
||
Total expenses from operations
|
102,279
|
|
|
114.2
|
%
|
|
124,885
|
|
|
122.1
|
%
|
||
Loss from operations
|
(12,751
|
)
|
|
(14.2
|
)%
|
|
(22,591
|
)
|
|
(22.1
|
)%
|
||
Interest expense, net
|
(8,846
|
)
|
|
(9.9
|
)%
|
|
(6,759
|
)
|
|
(6.6
|
)%
|
||
Other income, net
|
7,194
|
|
|
8.0
|
%
|
|
2,969
|
|
|
2.9
|
%
|
||
Gain from foreign currency transactions
|
804
|
|
|
0.9
|
%
|
|
38
|
|
|
—
|
%
|
||
Loss before income taxes
|
(13,599
|
)
|
|
(15.2
|
)%
|
|
(26,343
|
)
|
|
(25.8
|
)%
|
||
Income tax benefit (provision)
|
415
|
|
|
0.5
|
%
|
|
(1,171
|
)
|
|
(1.1
|
)%
|
||
Net loss
|
$
|
(13,184
|
)
|
|
(14.7
|
)%
|
|
$
|
(27,514
|
)
|
|
(26.9
|
)%
|
•
|
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, non-linear, 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 March 31,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2020
|
|
% of Revenue
|
|
2019
|
|
% of Revenue
|
|
$ Variance
|
|
% Variance
|
|||||||||
Ratings and Planning (1)
|
$
|
63,521
|
|
|
71.0
|
%
|
|
$
|
70,577
|
|
|
69.0
|
%
|
|
$
|
(7,056
|
)
|
|
(10.0
|
)%
|
Analytics and Optimization (1)
|
15,501
|
|
|
17.3
|
%
|
|
21,458
|
|
|
21.0
|
%
|
|
(5,957
|
)
|
|
(27.8
|
)%
|
|||
Movies Reporting and Analytics
|
10,506
|
|
|
11.7
|
%
|
|
10,259
|
|
|
10.0
|
%
|
|
247
|
|
|
2.4
|
%
|
|||
Total revenues
|
$
|
89,528
|
|
|
100.0
|
%
|
|
$
|
102,294
|
|
|
100.0
|
%
|
|
$
|
(12,766
|
)
|
|
(12.5
|
)%
|
|
Three Months Ended March 31,
|
|
|
|||||||||||||||||
(In thousands)
|
2020
|
|
% of Revenue
|
|
2019
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Data costs
|
$
|
15,267
|
|
|
17.1
|
%
|
|
$
|
16,061
|
|
|
15.7
|
%
|
|
$
|
(794
|
)
|
|
(4.9
|
)%
|
Employee costs
|
10,280
|
|
|
11.5
|
%
|
|
14,965
|
|
|
14.6
|
%
|
|
(4,685
|
)
|
|
(31.3
|
)%
|
|||
Systems and bandwidth costs
|
5,758
|
|
|
6.4
|
%
|
|
5,281
|
|
|
5.2
|
%
|
|
477
|
|
|
9.0
|
%
|
|||
Panel costs
|
5,116
|
|
|
5.7
|
%
|
|
5,438
|
|
|
5.3
|
%
|
|
(322
|
)
|
|
(5.9
|
)%
|
|||
Lease expense and depreciation
|
3,947
|
|
|
4.4
|
%
|
|
3,411
|
|
|
3.3
|
%
|
|
536
|
|
|
15.7
|
%
|
|||
Technology
|
1,447
|
|
|
1.6
|
%
|
|
1,472
|
|
|
1.4
|
%
|
|
(25
|
)
|
|
(1.7
|
)%
|
|||
Sample and survey costs
|
1,256
|
|
|
1.4
|
%
|
|
2,449
|
|
|
2.4
|
%
|
|
(1,193
|
)
|
|
(48.7
|
)%
|
|||
Professional fees
|
1,095
|
|
|
1.2
|
%
|
|
2,332
|
|
|
2.3
|
%
|
|
(1,237
|
)
|
|
(53.0
|
)%
|
|||
Royalties and resellers
|
987
|
|
|
1.1
|
%
|
|
906
|
|
|
0.9
|
%
|
|
81
|
|
|
8.9
|
%
|
|||
Other
|
645
|
|
|
0.7
|
%
|
|
1,092
|
|
|
1.1
|
%
|
|
(447
|
)
|
|
(40.9
|
)%
|
|||
Total cost of revenues
|
$
|
45,798
|
|
|
51.2
|
%
|
|
$
|
53,407
|
|
|
52.2
|
%
|
|
$
|
(7,609
|
)
|
|
(14.2
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2020
|
|
% of Revenue
|
|
2019
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
15,160
|
|
|
16.9
|
%
|
|
$
|
20,363
|
|
|
19.9
|
%
|
|
$
|
(5,203
|
)
|
|
(25.6
|
)%
|
Lease expense and depreciation
|
1,387
|
|
|
1.5
|
%
|
|
1,606
|
|
|
1.6
|
%
|
|
(219
|
)
|
|
(13.6
|
)%
|
|||
Professional fees
|
706
|
|
|
0.8
|
%
|
|
706
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
%
|
|||
Travel
|
622
|
|
|
0.7
|
%
|
|
824
|
|
|
0.8
|
%
|
|
(202
|
)
|
|
(24.5
|
)%
|
|||
Other
|
1,338
|
|
|
1.5
|
%
|
|
1,341
|
|
|
1.3
|
%
|
|
(3
|
)
|
|
(0.2
|
)%
|
|||
Total selling and marketing expenses
|
$
|
19,213
|
|
|
21.5
|
%
|
|
$
|
24,840
|
|
|
24.3
|
%
|
|
$
|
(5,627
|
)
|
|
(22.7
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2020
|
|
% of Revenue
|
|
2019
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
7,274
|
|
|
8.1
|
%
|
|
$
|
13,770
|
|
|
13.5
|
%
|
|
$
|
(6,496
|
)
|
|
(47.2
|
)%
|
Lease expense and depreciation
|
1,189
|
|
|
1.3
|
%
|
|
1,568
|
|
|
1.5
|
%
|
|
(379
|
)
|
|
(24.2
|
)%
|
|||
Technology
|
1,077
|
|
|
1.2
|
%
|
|
1,079
|
|
|
1.1
|
%
|
|
(2
|
)
|
|
(0.2
|
)%
|
|||
Professional fees
|
389
|
|
|
0.4
|
%
|
|
1,369
|
|
|
1.3
|
%
|
|
(980
|
)
|
|
(71.6
|
)%
|
|||
Other
|
207
|
|
|
0.2
|
%
|
|
430
|
|
|
0.4
|
%
|
|
(223
|
)
|
|
(51.9
|
)%
|
|||
Total research and development expenses
|
$
|
10,136
|
|
|
11.3
|
%
|
|
$
|
18,216
|
|
|
17.8
|
%
|
|
$
|
(8,080
|
)
|
|
(44.4
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||||||||
(In thousands)
|
2020
|
|
% of Revenue
|
|
2019
|
|
% of Revenue
|
|
$ Change
|
|
% Change
|
|||||||||
Employee costs
|
$
|
6,564
|
|
|
7.3
|
%
|
|
$
|
11,261
|
|
|
11.0
|
%
|
|
$
|
(4,697
|
)
|
|
(41.7
|
)%
|
Professional fees
|
4,611
|
|
|
5.2
|
%
|
|
4,789
|
|
|
4.7
|
%
|
|
(178
|
)
|
|
(3.7
|
)%
|
|||
Lease expense and depreciation
|
586
|
|
|
0.7
|
%
|
|
660
|
|
|
0.6
|
%
|
|
(74
|
)
|
|
(11.2
|
)%
|
|||
Other
|
3,782
|
|
|
4.2
|
%
|
|
2,835
|
|
|
2.8
|
%
|
|
947
|
|
|
33.4
|
%
|
|||
Total general and administrative expenses
|
$
|
15,543
|
|
|
17.4
|
%
|
|
$
|
19,545
|
|
|
19.1
|
%
|
|
$
|
(4,002
|
)
|
|
(20.5
|
)%
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2020
|
|
2019
|
||||
Change in fair value of warrants liability
|
$
|
4,651
|
|
|
$
|
—
|
|
Change in fair value of financing derivatives
|
2,387
|
|
|
4,100
|
|
||
Change in fair value of investment in equity securities
|
—
|
|
|
(1,712
|
)
|
||
Other
|
156
|
|
|
581
|
|
||
Total other income, net
|
$
|
7,194
|
|
|
$
|
2,969
|
|
•
|
Adjusted EBITDA does not reflect tax or interest payments that represent a reduction in cash available to us (or, in the
|
•
|
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 prior-year 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 have represented 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, long-lived assets and right-of-use 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, warrants liability 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 March 31,
|
||||||
(In thousands)
|
2020
|
|
2019
|
||||
Net loss (GAAP)
|
$
|
(13,184
|
)
|
|
$
|
(27,514
|
)
|
|
|
|
|
||||
Income tax (benefit) provision
|
(415
|
)
|
|
1,171
|
|
||
Interest expense, net
|
8,846
|
|
|
6,759
|
|
||
Depreciation
|
3,384
|
|
|
3,106
|
|
||
Amortization expense of finance leases
|
390
|
|
|
574
|
|
||
Amortization of intangible assets
|
6,918
|
|
|
8,105
|
|
||
EBITDA
|
5,939
|
|
|
(7,799
|
)
|
||
|
|
|
|
||||
Adjustments:
|
|
|
|
||||
Stock-based compensation expense
|
2,658
|
|
|
6,953
|
|
||
Investigation and audit related
|
—
|
|
|
842
|
|
||
Restructuring
|
—
|
|
|
(70
|
)
|
||
Impairment of right-of-use and long-lived assets
|
4,671
|
|
|
—
|
|
||
Other income, net (1)
|
(6,892
|
)
|
|
(2,388
|
)
|
||
Adjusted EBITDA
|
$
|
6,376
|
|
|
$
|
(2,462
|
)
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2020
|
|
2019
|
||||
Net loss (GAAP)
|
$
|
(13,184
|
)
|
|
$
|
(27,514
|
)
|
|
|
|
|
||||
Adjustments:
|
|
|
|
||||
Stock-based compensation expense
|
2,658
|
|
|
6,953
|
|
||
Investigation and audit related
|
—
|
|
|
842
|
|
||
Amortization of intangible assets
|
6,918
|
|
|
8,105
|
|
||
Impairment of right-of-use and long-lived assets
|
4,671
|
|
|
—
|
|
||
Restructuring
|
—
|
|
|
(70
|
)
|
||
Other income, net (1)
|
(6,892
|
)
|
|
(2,388
|
)
|
||
Non-GAAP net loss
|
$
|
(5,829
|
)
|
|
$
|
(14,072
|
)
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Net cash used in operating activities
|
|
$
|
(4,781
|
)
|
|
$
|
(1,576
|
)
|
Net cash used in investing activities
|
|
(3,917
|
)
|
|
(4,240
|
)
|
||
Net cash used in financing activities
|
|
(549
|
)
|
|
(1,464
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(927
|
)
|
|
(75
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
|
(10,174
|
)
|
|
(7,355
|
)
|
(In thousands)
|
|
Total
|
|
Less Than
1 Year |
|
1-3 Years
|
|
3-5
Years |
|
More
Than 5 Years |
||||||||||
Long-term debt obligations (1)
|
|
$
|
217,000
|
|
|
$
|
—
|
|
|
$
|
217,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unconditional purchase obligations with MVPDs (2)
|
|
103,330
|
|
|
40,639
|
|
|
48,800
|
|
|
13,891
|
|
|
—
|
|
|||||
Operating lease obligations (3)
|
|
71,735
|
|
|
9,401
|
|
|
21,075
|
|
|
18,535
|
|
|
22,724
|
|
|||||
Finance lease obligations (4)
|
|
4,607
|
|
|
1,700
|
|
|
2,887
|
|
|
20
|
|
|
—
|
|
|||||
Sale-leaseback financing transaction (5)
|
|
3,107
|
|
|
2,247
|
|
|
860
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term obligations (6)
|
|
4,368
|
|
|
2,278
|
|
|
2,090
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
404,147
|
|
|
$
|
56,265
|
|
|
$
|
292,712
|
|
|
$
|
32,446
|
|
|
$
|
22,724
|
|
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
|
•
|
notices from customers and vendors arguing that any non-performance under our contracts with them is permitted as a result of force majeure or other reasons;
|
•
|
delays in meeting our payment obligations to vendors, which could result in the loss of goods and services necessary to operate our business;
|
•
|
inefficiencies, increased security risks and privacy concerns surrounding remote working arrangements and stay-at-home orders, under which most of our employees are currently operating;
|
•
|
diversion of management time and resources related to business continuity planning;
|
•
|
disruptions from operational changes we have undertaken or may undertake to manage liquidity risk, including lease and contract terminations, workforce reductions, furloughs and other cost-reduction initiatives;
|
•
|
challenges in complying with our existing debt obligations, including quarterly interest payments and covenants requiring the maintenance of certain minimum cash balances;
|
•
|
unfavorable capital and credit market conditions, which could impact our ability to obtain future financing or refinance our existing debt;
|
•
|
heightened sensitivity from government regulators, particularly with respect to privacy compliance and cybersecurity in the current environment;
|
•
|
further impairment of lease-related assets, goodwill or other intangible assets; and
|
•
|
litigation risk and possible loss contingencies related to COVID-19 and its impact, including with respect to our debt facilities, leases, commercial contracts, employee matters and insurance arrangements.
|
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
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
|
|
|
|
|
|
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)
|
/s/ William P. Livek
|
William P. Livek
|
Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Gregory A. Fink
|
Gregory A. Fink
|
Chief Financial Officer and Treasurer
|
(Principal Financial Officer)
|
/s/ William P. Livek
|
William P. Livek
|
Chief Executive Officer
|
(Principal Executive Officer)
|
/s/ Gregory A. Fink
|
Gregory A. Fink
|
Chief Financial Officer and Treasurer
|
(Principal Financial Officer)
|