View Filing Data

2,658

6,953

390

574

Share-based Payment Arrangement, Noncash Expense [Abstract]

3,274

3,393

Cost of revenues

209

848

285

421

Share-based Payment Arrangement, Noncash Expense [Abstract]

891

1,101

Selling and marketing

609

1,316

Share-based Payment Arrangement, Noncash Expense [Abstract]

1,099

1,164

Research and development

726

General and administrative

601

749

Share-based Payment Arrangement, Noncash Expense [Abstract]

1,784

4,063

Organization, Consolidation and Presentation of Financial Statements [Abstract]

$ 683

$ 379

[1]	1) Transactions with related parties are included in the line items above (refer to Footnote 8, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information).
[2]	(2) Excludes amortization of intangible assets, which is presented as a separate line item.
[3]	(3) Stock-based compensation expense is included in the line items above as follows: Three months ended March 31, 2020 2019Cost of revenues $209 $848Selling and marketing 609 1,316Research and development 56 726General and administrative 1,784 4,063Total stock-based compensation expense $2,658 $6,953
[4]	(4) Lease cost, net of sublease income, is included in the line items above as follows: Three months ended March 31, 2020 Three months ended March 31, 2019 Amortization of Right-of-Use Assets Operating Lease Cost Amortization of Right-of-Use Assets Operating Lease CostCost of revenues $285 $891 $421 $1,101Selling and marketing 41 1,099 61 1,164Research and development 44 601 61 749General and administrative 20 683 31 379Total lease cost $390 $3,274 $574 $3,393

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Treasury stock, at cost
Beginning balance (in shares) at Dec. 31, 2018		59,389,830
Beginning balance at Dec. 31, 2018	$ 551,567	$ 59	$ 1,561,208	$ (10,621)	$ (769,095)	$ (229,984)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(27,514)				(27,514)
Foreign currency translation adjustment	(621)			(621)
Exercise of Common Stock options, net (in shares)		68,259
Exercise of Common Stock options, net	1,191		1,191
Restricted stock units vested (in shares)		552,651
Restricted stock units vested	4,611	$ 1	4,610
Payments for taxes related to net share settlement of equity awards (in shares)		(52,853)
Payments for taxes related to net share settlement of equity awards	(1,138)		(1,138)
Stock-based compensation	5,888		5,888
Ending balance (in shares) at Mar. 31, 2019		59,957,887
Ending balance at Mar. 31, 2019	533,938	$ 60	1,571,759	(11,242)	(796,655)	(229,984)
Beginning balance (in shares) at Dec. 31, 2019		70,065,130
Beginning balance at Dec. 31, 2019	258,974	$ 70	1,609,358	(12,333)	(1,108,137)	(229,984)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(13,184)				(13,184)
Foreign currency translation adjustment	(2,873)			(2,873)
Restricted stock units vested (in shares)		157,384
Restricted stock units vested	0
Payments for taxes related to net share settlement of equity awards (in shares)		(15,597)
Payments for taxes related to net share settlement of equity awards	(65)		(65)
Stock-based compensation	2,609		2,609
Ending balance (in shares) at Mar. 31, 2020		70,206,917
Ending balance at Mar. 31, 2020	$ 245,461	$ 70	$ 1,611,902	$ (15,206)	$ (1,121,321)	$ (229,984)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 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)	0
Change in fair value of investment in equity securities	0	1,712
Impairment of right-of-use and long-lived assets	4,671	0
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	0	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	0	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
Total cash, cash equivalents and restricted cash	56,599	42,843
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	$ 0	$ 4,610

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Interest paid ($6,120 and $3,046 attributable to related party, respectively)	$ 6,795	$ 3,181
Investor
Interest paid ($6,120 and $3,046 attributable to related party, respectively)	$ 6,120	$ 3,046

Organization

3 Months Ended

Mar. 31, 2020

Organization

comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures audiences, consumer behavior and advertising across media platforms.

Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its principal executive officer, who decides how to allocate resources and assess performance. The Company has one operating segment. A single management team reports to the CODM, who manages the entire business. The Company's CODM reviews consolidated results of operations to make decisions, allocate resources and assess performance and does not evaluate the profit or loss from any separate geography or product line.

Uses and Sources of Liquidity and Management's Plans

The Company's primary need for liquidity is to fund working capital requirements and capital expenditures of its business. Since 2017, the Company has implemented certain organizational restructuring plans to reduce staffing levels, exit certain geographic regions, and rationalize its leased properties, to enable the Company to decrease its global costs, more effectively align resources to business priorities, and maintain compliance with its financial covenants, as described in Footnote 4, Long-Term Debt. For additional information related to the Company's restructuring plans, refer to Footnote 10, Organizational Restructuring.

The Company has secured the following long-term financing in order to increase its available working capital:

•

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.

As of March 31, 2020, the Company was in compliance with its covenants under the senior secured convertible notes and the Secured Term Note, inclusive of the Company's restricted cash balances.

The COVID-19 pandemic and related government mandates and restrictions have had a significant impact on the media, advertising and entertainment industries in which the Company operates. While to date, the COVID-19 pandemic has not had a severe direct impact on the Company's business, customer payment delays and requests to modify contractual payment terms have negatively impacted the Company's liquidity and cash flows to some extent and are expected to have a more significant impact in future periods, including the second quarter of 2020. In addition, the spread of COVID-19 has led to disruption and volatility in global capital and credit markets, which, depending on future developments, could impact the Company's ability to access capital resources on terms acceptable to the Company or allowable under its current financing arrangements, or at all. Liquidity could also be negatively affected by a decrease in demand for the Company's products and services or by additional losses from operations, whether related to the COVID-19 pandemic or otherwise. While the Company is taking actions to mitigate the impact of COVID-19, further reduce operating costs and improve its working capital balance, these steps may not be successful or adequate to offset declines in cash collections. If the Company's efforts to reduce costs are not sufficient, or if cash collection efforts are further impacted by the COVID-19 pandemic, the Company may not be able maintain compliance with the affirmative and negative covenants in its senior secured convertible notes and Secured Term Note or to meet its financial obligations to vendors or others.

On March 27, 2020, Congress enacted the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). The CARES Act, among other things, includes tax provisions for the deferral of certain employer payroll tax liabilities, refundable employee retention credits, rollbacks of Tax Cuts and Jobs Act ("TCJA") limitations on net operating losses, the acceleration of alternative minimum

tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. To preserve its cash balances, the Company began deferring certain payroll taxes starting in April 2020, as permitted by the CARES Act. In addition, the Company plans to claim the refundable employee retention credit created by the CARES Act during the second quarter of 2020. The Company continues to assess the effect of the CARES Act and additional legislation and government guidance related to the COVID-19 pandemic.

The Company's liquidity could be significantly affected if the Company is unable to maintain compliance with the covenants in its senior secured convertible notes and Secured Term Note, including the minimum cash balance requirements described in Footnote 4, Long-term Debt. If the Company fails to comply with its covenants, it could be required to redeem the senior secured convertible notes and the Secured Term Note at a premium. As of March 31, 2020, there was $217.0 million outstanding under the senior secured convertible notes and the Secured Term Note. The source of funds for any redemption of the notes would be the Company's available cash and other financing, to the extent available. Based on the Company's current plans, including the cost-reduction initiatives described above and other actions within management's control, the Company does not anticipate a breach of these covenants that would result in an event of default under the senior secured convertible notes or the Secured Term Note; however, subsequent to March 31, 2020, the holders of the senior secured convertible notes have questioned the Company's compliance with the minimum cash balance requirements therein. As noted, any breach of covenants under the senior secured convertible notes could have a material impact on the Company's liquidity.

The Company continues to be focused on maintaining flexibility in terms of sources, amounts, and timing of any potential financing, refinancing or strategic transaction, in order to best position the Company for future success. The Company believes that its sources of funding, after taking into account the restructuring and financing transactions described above and additional cost-reduction initiatives undertaken by management in 2020, will be sufficient to satisfy the Company's estimated liquidity needs and allow the Company to remain in compliance with its covenants under the senior secured convertible notes and the Secured Term Note for at least one year after the date that these financial statements are issued. However, the Company cannot predict with certainty the outcome of its actions to generate liquidity, including the availability of additional financing, or whether such actions would generate the expected liquidity as currently planned. The Company also cannot predict the duration and magnitude of the COVID-19 pandemic or its effects on the Company's business or liquidity or any action that may be taken by the holders of the senior secured convertible notes, as described above.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

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

Reclassification

Certain amounts in the prior year financial statements have been reclassified to conform to the current quarter presentation. Specifically, current accrued litigation settlements have been aggregated within other current liabilities on the Condensed Consolidated Balance Sheets.

Unaudited Interim Financial Information

The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 10-K"). The Condensed Consolidated Results of Operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2020 or thereafter. All references to March 31, 2020 and 2019 in the Notes to Condensed Consolidated Financial Statements are unaudited.

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of financing derivative liabilities and warrants, the allowance for doubtful accounts, valuation of options and performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. For the three months ended March 31, 2020, management specifically considered the impact of the COVID-19 pandemic and related matters in evaluating the Company's goodwill, intangible and other long-lived assets, lease accounting, contingencies, fair value determinations and allowance for doubtful accounts.

Due to the inherent uncertainty involved in making estimates, particularly in the current environment, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.

Other Income, Net



	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

Loss Per Share

Basic net loss per common share excludes dilution for potential Common Stock issuances and is computed by dividing net loss by the weighted-average number of shares of Common Stock outstanding for the period. 250,000 shares of Common Stock issuable upon the exercise of warrants held by Starboard ("penny warrants") were included in the number of outstanding shares used for the computation of basic net loss per share prior to the exercise of those warrants on April 3, 2019. In periods where the Company reports a net loss, the effect of anti-dilutive stock options, stock appreciation rights, restricted stock units, deferred stock units, senior secured convertible notes and warrants are excluded and diluted net loss per share is equal to basic loss per share.

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



	Three Months Ended 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

Impairment of Right-of-use ("ROU") and Long-lived Assets

The Company applies the provisions of Accounting Standards Codification ("ASC") 360, Property, Plant and Equipment, to determine whether ROU and related long-lived assets may be impaired. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. For facility lease ROU and related long-lived assets, the Company compares the estimated undiscounted cash flows generated by a sublease to the current carrying value of the ROU and related long-lived assets. If the undiscounted cash flows are less than the carrying value of the ROU and related long-lived assets, the Company records an impairment loss equal to the excess of the ROU and long-lived assets' carrying value over their fair value consistent with other long-lived assets.

The Company performed an interim analysis as of March 31, 2020, as changes in market conditions indicated the carrying value of certain facility lease ROU and other long-lived assets may not be recoverable, and determined that certain ROU assets, and related leasehold improvements, were impaired.

The Company recorded a $4.7 million non-cash impairment charge related to its ROU assets, and related leasehold improvements, for the three months ended March 31, 2020, with corresponding reductions of $2.8 million and $1.9 million to the operating lease ROU asset and property and equipment, net line items, respectively, in the Condensed Consolidated Balance Sheet as of March 31, 2020. The impairment charge was driven by changes in the Company's projected undiscounted cash flows for certain properties, primarily as a result of changes in the real estate market related to the COVID-19 pandemic, that led to an increase in the estimated marketing time, and a reduction of expected receipts, for properties currently on the market for sublease. The fair value of these ROU assets, and related leasehold improvements, was estimated using an income approach and a discount rate of 12.0%. After recognition of the impairment charge, the adjusted carrying values of the ROU assets, and related leasehold improvements, were $2.0 million and $0.5 million, respectively, as of March 31, 2020.

Although the Company believes that the carrying values of its long-lived assets are appropriately stated, future changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances.

Allowance for Doubtful Accounts

The Company generally grants uncollateralized credit terms to its customers and maintains an allowance for doubtful accounts to reserve for uncollectible receivables. Allowances are based on management's judgment, which considers historical collection experience adjusted for current conditions or expected future conditions based on reasonable and supportable forecasts, a specific review of all significant outstanding receivables, an assessment of company-specific credit conditions and general economic conditions. For the three months ended March 31, 2020, management specifically considered the impact of the COVID-19 pandemic and related matters, including customer payment delays and requests from customers to revise contractual payment terms, in determining the Company's allowance for doubtful accounts.

The following is a summary of the allowance for doubtful accounts:



	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	)

Accounting Standards Recently Adopted

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires consideration of forward-looking information to calculate credit loss estimates. These changes will result in an earlier recognition of credit losses. The amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the new standard effective January 1, 2020, and the standard did not have a material impact on the Condensed Consolidated Financial Statements or related disclosures based on historical collection trends, the financial condition of payment partners, and external market factors.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which removes and modifies certain disclosure requirements under Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and to delay adoption of the additional disclosures until their effective date. The Company adopted the new standard effective January 1, 2020 and the standard did not have a material impact on the Condensed Consolidated Financial Statements or related disclosures.

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes primarily by eliminating certain exemptions. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and to delay adoption of the additional disclosures until their effective date. The Company is in the process of evaluating the guidance but does not believe that the adoption of this standard will have a material impact on the Condensed Consolidated Financial Statements or related disclosures.

Revenue Recognition

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The following table presents the Company's revenue disaggregated by solution group, geographical market and timing of transfer of products and services. The Company has one reportable segment in accordance with ASC 280, Segment Reporting; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment.



	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

⁽¹⁾Beginning April 1, 2020, on a prospective basis only, the Company plans to classify revenue from certain new and extended custom agreements for services that utilize its syndicated data set as Ratings and Planning. Prior to April 1, 2020, revenue from these agreements was classified as Analytics and Optimization. The Company does not expect a material impact to either Ratings and Planning revenue or Analytics and Optimization revenue from this change, which is intended to better reflect management's categorization of the underlying services.

Contract Balances

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



	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

Significant changes in the contract assets and the contract liabilities balances are as follows:



	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

Transaction Price Allocated to the Remaining Performance Obligations

As of March 31, 2020, approximately $225.0 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts. The Company expects to recognize revenue on approximately 54% of these remaining performance obligations during the remainder of 2020, approximately 33% in 2021, and approximately 12% in 2022, with the remainder recognized thereafter.

Costs to Obtain or Fulfill a Contract

As of March 31, 2020 and December 31, 2019, the Company had $0.7 million and $0.8 million, respectively, in capitalized contract costs. For the three months ended March 31, 2020, amortized and expensed contract costs were $0.3 million. For the three months ended March 31, 2019, amortized and expensed contract costs were $0.6 million.

Long-term Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Long-term Debt

Issuance and Sale of Initial Notes

On January 16, 2018, the Company entered into certain agreements with Starboard, pursuant to which, among other things, the Company issued and sold to Starboard $150.0 million of senior secured convertible notes (the "Initial Notes") in exchange for $85.0 million in cash and 2,600,000 shares of Common Stock valued at $65.0 million. Based upon the fair value of the Common Stock on the closing date of the Initial Notes issuance, January 16, 2018, which was $24.45 per share, the difference of $1.4 million was recorded as an issuance discount to the Initial Notes. The Company also granted to Starboard an option (the "Notes Option") to acquire up to an additional $50.0 million in senior secured convertible notes (the "Option Notes" and together with the Initial Notes, the "Notes") and agreed to grant Starboard warrants to purchase 250,000 shares of Common Stock at a price of $0.01 per share, as adjusted pursuant to the terms of the warrants. The warrants were issued on October 12, 2018 and were exercised in full by Starboard on April 3, 2019 for 323,448 shares of Common Stock.

The conversion price for the Notes (the "Conversion Price") is equal to a 30.0% premium to the volume weighted average trading prices ("VWAP") of the Common Stock on each trading day during the 10 consecutive trading days commencing on January 16, 2018, subject to a Conversion Price floor of $28.00 per share. In accordance with the foregoing, the Conversion Price was set at $31.29.

The Notes mature on January 16, 2022. Based upon the determination of the Conversion Price, interest on the Notes accrued at 6.0% per year through January 30, 2019, when the interest rate reset to 12.0% per year through January 30, 2020. The interest rate reset on January 30, 2020 and will remain at 12.0% (subject to certain conditions) until February 1, 2021 (the "Interest Reset Date"). On the Interest Reset Date, the interest rate on the Notes will reset, and interest will thereafter accrue at a minimum of 4.0% per year and a maximum of 12.0% per year, based upon the then-applicable conversion premium in accordance with the terms of the Notes.

Interest on the Notes is payable on a quarterly basis in arrears from April 1, 2018, at the option of the Company, in cash, or, subject to certain conditions, through the issuance by the Company of additional shares of Common Stock ("PIK Interest Shares"). Any PIK Interest Shares so issued will be valued at the arithmetic average of the VWAP of the Common Stock on each trading day during the 10 consecutive trading days ending immediately preceding the applicable interest payment date. On each of January 2, 2020 and April 1, 2020, the Company paid quarterly accrued interest of $6.1 million in cash. The accrued interest liability of $6.1 million as of March 31, 2020 was classified within accrued expenses in the Condensed Consolidated Financial Statements.

The Notes contain certain affirmative and restrictive covenants with which the Company must comply, including covenants with respect to (i) limitations on additional indebtedness, (ii) limitations on liens, (iii) limitations on certain payments, (iv) maintenance of certain minimum cash balances (currently $40.0 million), and (v) the timely filing of certain disclosures with the SEC. The Company is in compliance with its Notes covenants as of the date of these financial statements, inclusive of the Company's restricted cash balances.

Issuance and Sale of Option Notes

On May 17, 2018, the Notes Option was exercised by Starboard, pursuant to which the Company issued and sold to Starboard $50.0 million of Option Notes in exchange for $15.0 million in cash and 1,400,000 shares of Common Stock valued at $35.0 million. Based upon the fair value of the Common Stock on the closing date of the Option Notes issuance, May 17, 2018, which was $21.75 per share, the difference of $4.6 million was recorded as an issuance discount to the Option Notes. The Option Notes have the same terms, including maturity, interest rate, convertibility, and security, as the Initial Notes, except with regard to the date from which interest began to accrue, which was May 17, 2018.

Financing Derivatives

The Notes contain an interest rate reset feature, make-whole change of control redemption feature, and a qualifying change of control redemption feature which the Company determined represent embedded derivatives that must be bifurcated and accounted for separately from the Notes. Refer to Footnote 6, Fair Value Measurements, for further information on the Level 3 inputs utilized for the determination of the fair value of the derivatives.

The balance of the Notes as of March 31, 2020 and December 31, 2019 was as follows:



			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

Due to the interest rate reset feature of the Notes, the potential future cash flows associated with the Notes are variable. Accordingly, the accretion schedule of debt discount and the amortization schedule of deferred financing costs are updated annually to reflect periodic changes in the future cash flows using the effective interest rate on a prospective basis.

The Company amortized $0.3 million in deferred financing costs related to the Notes during both the three months ended March 31, 2020 and 2019. The Company accreted $1.8 million and $1.3 million in issuance discount related to the Notes during the three months ended March 31, 2020 and 2019, respectively.

The estimated fair value of the Notes, using Level 3 inputs based on interest rates available for debt with terms and maturities similar to the Company's Notes, was $162.4 million as of March 31, 2020.

Guarantee and Security of Notes

The Notes are guaranteed by certain of the Company's direct and indirect wholly-owned domestic subsidiaries (the "Guarantors") and are secured by a security interest in substantially all of the assets of the Company and the Guarantors, pursuant to a Guaranty, dated as of January 16, 2018, entered into by the Guarantors, and a Pledge and Security Agreement, dated as of January 16, 2018, among the Company, the Guarantors and Starboard Value and Opportunity Master Fund Ltd. as collateral agent.

Issuance of Secured Term Note

On December 31, 2019, the Company's wholly owned subsidiary, Rentrak B.V., entered into an agreement with the Noteholder for the Secured Term Note for aggregate gross proceeds of $13.0 million. The Secured Term Note, which is cash collateralized, matures on December 31, 2021 and has an annual interest rate of 9.75%. Interest is payable in arrears on the last business day of each calendar month commencing on January 31, 2020.

The Secured Term Note contains certain affirmative and restrictive covenants with which Rentrak B.V. must comply, including (i) maintenance of a minimum cash collateral balance of $14.8 million, (ii) provision of certain financial statements, (iii) limitations on additional indebtedness and liens, (iv) limitations on repayment of debt, (v) limitations on repurchase of stock, and (vi) limitations on disposition of assets. Rentrak B.V. is in compliance with the Secured Term Note covenants as of March 31, 2020.

The balance of the Secured Term Note as of March 31, 2020 and December 31, 2019 was as follows:



			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

The Company amortized $0.1 million in deferred financing costs related to the Secured Term Note during the three months ended March 31, 2020.

The estimated fair value of the Secured Term Note, using Level 2 inputs based on interest rates available for debt with terms and maturities similar to the Company's Secured Term Note, was $15.2 million as of March 31, 2020.

Letters of Credit

In 2018, the Company entered into a Security Agreement with Wells Fargo Bank, N.A. to issue standby letters of credit. As of March 31, 2020, $3.3 million in letters of credit are outstanding and are cash collateralized under the Security Agreement with Wells Fargo Bank, N.A.

Failed Sale-Leaseback Transaction

In June 2019, the Company entered into a sale-leaseback arrangement with a vendor to provide $4.3 million in cash proceeds for previously acquired computer and other equipment. The arrangement is repayable over a 24-month term for total consideration of $4.8 million, with control of the equipment transferring to the vendor at the end of the leaseback term.

The Company concluded the leaseback would be classified as a financing lease. Therefore, the transaction was deemed a failed sale-leaseback and was accounted for as a financing arrangement. The assets continue to be depreciated over their useful lives, and payments are allocated between interest expense and repayment of the financing liability. The financing obligation is included within other current and other non-current liabilities on the Condensed Consolidated Balance Sheet, with $1.9 million classified as short-term and $1.2 million classified as long-term.

Future minimum payments related to the financing obligations under the failed sale-leaseback transaction as of March 31, 2020 are summarized below:



	(In thousands)
Remainder of 2020	$	1,685
2021	1,422
Total	$	3,107

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Mar. 31, 2020
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders' Equity 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with CVI, pursuant to which CVI agreed to purchase (i) 2,728,513 shares of Common Stock (the "Initial Shares"), at a price of $7.33 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "Closing Date"). The Series B-1 Warrants were exercisable by the holders at any time prior to the six-month anniversary of the Closing Date, as adjusted pursuant to the terms of the Series B-1 Warrants. The Series B-1 Warrants provided the holders the right to purchase an aggregate of up to 2,347,418 shares of Common Stock at an exercise price equal to $8.52 and could have been exercised for cash only. The Series B-1 Warrants expired in January 2020. The Series B-2 Warrants are exercisable by the holders at any time prior to the twelve-month anniversary of the Closing Date, as adjusted pursuant to the terms of the Series B-2 Warrants. The Series B-2 Warrants provide the holders the right to purchase an aggregate of up to 1,121,076 shares of Common Stock at an exercise price equal to $8.92 and may be exercised for cash only. If all of the Series B-2 Warrants have not been exercised prior to their expiration date, the Company will have the right, subject to prior notice to the holders and certain equity, volume and other conditions, to force the exercise of any unexercised portion of the Series B-2 Warrants by such holders. Key conditions that may impact the ability of the Company to force the exercise of these warrants include a $3.96 minimum for the VWAP of the Common Stock leading up to the forced exercise date, a minimum threshold for trading volume, and the maintained effectiveness of a registration statement with the SEC. The forced exercise price for the Series B-2 Warrants, if applicable, will be 85.0% of the VWAP of the Common Stock on the date immediately preceding the expiration date of the Series B-2 Warrants. The Series A Warrants are exercisable for a period of five years from the Closing Date and are currently exercisable into 5,457,026 shares of Common Stock, which is equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described below). The exercise price for the Series A Warrants is $12.00. The Series A Warrants may be exercised for cash or through a net settlement feature. The Series C Warrants are partially prepaid warrants (with a nominal remaining exercise price) that were not exercisable before September 21, 2019 and expire 90 days after the first anniversary of the Closing Date. CVI exercised the Series C Warrants on October 10, 2019. Because the VWAP of the Common Stock as of the date of exercise, discounted by 7.5%, was less than CVI's purchase price for the Initial Shares, the Company was required to issue to CVI a number of shares of Common Stock equal to (i) (x) CVI's purchase price for the Initial Shares divided by (y) 92.5% of the VWAP of the Common Stock leading up to September 21, 2019, subject to a floor of 50.0% of the price per Initial Share, less (ii) the number of Initial Shares issued to CVI on the Closing Date. As a result of this exercise, the Company issued 2,728,513 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares issuable under the Company's Series A Warrants was increased by 2,728,513. The exercise prices for the Series A and Series B-2 Warrants are subject to anti-dilution adjustment in certain circumstances. In addition, if and to the extent the exercise of any warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other warrants, result in the issuance of 20.0% or more of the outstanding Common Stock of the Company on the Closing Date (the "Exchange Cap"), the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash. In addition, CVI will not have the right to exercise any warrant that would result in CVI beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such exercise. CVI has the right, in its discretion, to raise this threshold up to 9.99% with 60 days' notice to the Company. If any forced exercise of the Series B-2 Warrants would result in CVI beneficially owning more than 4.99% of the outstanding Common Stock, CVI will pay the applicable forced exercise price and no shares of Common Stock will be issued, but instead the aggregate number of shares of Common Stock issuable upon any exercise of the Series C Warrants will increase by an equal amount. Pursuant to the transactions described above, the Company agreed to a 105-day lock-up period related to any future offering of equity or equity-linked securities and also agreed to provide CVI with registration rights relating to the Initial Shares and any shares issuable upon the exercise of the warrants. On June 26, 2019, the Company filed a prospectus supplement to its effective registration statement on Form S-3 to permit the resale of such shares. Management determined each warrant to be a freestanding financial instrument that qualifies for liability treatment as a result of net cash settlement features associated with the Exchange Cap provision or upon a change in control. Each warrant is initially measured at fair value and classified as a current liability on the Condensed Consolidated Balance Sheet, with subsequent changes in fair value recorded in earnings. To determine the fair value of each warrant, management utilized a Monte Carlo simulation analysis within an option pricing model. The estimated fair value of the warrants as of March 31, 2020 was $3.1 million. Refer to Footnote 6, Fair Value Measurements, for further information on the Level 3 inputs utilized for the determination of the fair value of the warrants.

Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

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



	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	$	—	$	—	$	—	$	—

⁽¹⁾ Level 1 cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $1.00 per share by investing in liquid, high quality U.S. dollar-denominated money market instruments with maturities less than three months.

⁽²⁾ The Company's certificates of deposit are recorded at their face value which approximates their fair value.

⁽³⁾ The fair values of the financing derivatives are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as Level 3 fair value measurements.

⁽⁴⁾ The fair values of the warrants are derived from techniques which utilize inputs, certain of which are significant and unobservable, that result in classification as Level 3 fair value measurements. The Series B-1 Warrants expired without exercise in January 2020.

⁽⁵⁾The fair value of the Series B-2 Warrants was estimated as negligible as of March 31, 2020.

⁽⁶⁾ ROU assets and leasehold improvements with a carrying value of $7.2 million were written down to a $2.5 million fair value as of March 31, 2020. This resulted in an impairment charge of $4.7 million included in net loss for the three months ended March 31, 2020.

There were no changes to the Company's valuation methodologies during the three months ended March 31, 2020 or 2019, respectively.

The following tables present the changes in the Company's recurring Level 3 fair valued financing derivative liabilities for the three months ended March 31, 2020 and 2019, respectively:



(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

⁽¹⁾ Represents $1.9 million gain due to change in fair value of interest rate reset derivative liability and $0.5 million gain due to change in fair value of qualifying change of control redemption derivative liability. All gains were recorded in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.



(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

⁽¹⁾ Represents $4.8 million gain due to change in fair value of interest rate reset derivative liability, offset by $0.7 million loss due to change in fair value of the make-whole change of control redemption derivative liability. All gains and losses were recorded in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The following table presents the changes in the Company's recurring Level 3 fair valued warrants liability for the three months ended March 31, 2020:



(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

⁽¹⁾ Represents $4.4 million gain due to change in fair value of the Series A Warrant and $0.2 million gain due to change in fair value of the Series B-2 Warrant. All gains were recorded in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The following table displays valuation techniques and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities, which are measured at fair value on a recurring basis:



	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%

⁽¹⁾ Warrants liability includes only Series A as of March 31, 2020. Warrants liability includes Series A and Series B-2 as of December 31, 2019.

The primary sensitivity in the interest rate reset derivative liability is driven by the Common Stock price at the measurement date, the observable volatility of the Common Stock, and the discount rate used to determine the present value of the instrument. The primary sensitivity for the make-whole and qualifying change of control redemption derivative liabilities is driven by the probability of the change of control.

The primary sensitivity in the valuation of each warrant liability is driven by the Common Stock price at the measurement date and the observable volatility of the Common Stock.

- Definition

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

+ References + Details

Accrued Expenses

3 Months Ended

Mar. 31, 2020

Other Liabilities Disclosure [Abstract]

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

Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions

Transactions with WPP plc

As of March 31, 2020 (based on public filings), WPP plc and its affiliates ("WPP") owned 11,319,363 shares of the Company's outstanding Common Stock, representing 16.1% ownership in the Company. The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts.

The Company has a cancelable five-year agreement with Lightspeed, a WPP subsidiary, to conduct a proof of concept and follow-on program to demonstrate the capability of designing and deploying a program to collect browsing and demographic data for individual participating households. The agreement, which relates to the Company's Total Home Panel product, provides that the Company makes payments to Lightspeed of approximately $5.0 million per year through December 2020.

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



	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

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



	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

Transactions with Starboard

On January 16, 2018, the Company entered into certain agreements with Starboard, then a beneficial owner of more than 5.0% of the Company's outstanding Common Stock. Refer to Footnote 4, Long-term Debt, for further information regarding these agreements and subsequent amendments. As a result of these agreements and the transactions contemplated thereby, Starboard ceased to be a beneficial owner of more than 5.0% of the Company's outstanding Common Stock on January 16, 2018. Included in the Condensed Consolidated Statements of Operations and Comprehensive Loss, the Company recorded interest expense related to Starboard of $8.2 million during the three months ended March 31, 2020, and $6.7 million during the three months ended March 31, 2019, respectively.

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



	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

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contingencies The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees are expensed as incurred. The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period. Privacy Class Action Litigation On September 11, 2017, the Company and a wholly-owned subsidiary, Full Circle Studies, Inc., ("Full Circle"), received demand letters on behalf of named plaintiffs and all others similarly situated alleging that the Company and Full Circle collected personal information from users under the age of 13 without verifiable parental consent in violation of Massachusetts law and the federal Children's Online Privacy Protection Act. The letters alleged that the Company and Full Circle collected such personal information by embedding advertising software development kits ("SDKs") in applications created or developed by The Walt Disney Company. The letters sought monetary damages, attorneys' fees and damages under Massachusetts law. On June 4, 2018, the plaintiffs filed amended complaints with the U.S. District Court for the Northern District of California adding the Company and Full Circle as defendants in a purported class action (captioned Rushing, et al v. The Walt Disney Company, et al., Case No. 3:17-cv-04419-JD) against Disney, Twitter and other defendants, alleging violations of California's constitutional right to privacy and intrusion upon seclusion law, New York's deceptive trade practices statute, and Massachusetts' deceptive trade practices and right to privacy statutes. The complaints alleged damages in excess of $5.0 million, with any award to be apportioned among the defendants. On February 26, 2020, the Company and Full Circle reached an agreement with the plaintiffs to settle the complaints in full, with no admission of liability, in return for injunctive relief and payment of the plaintiffs' attorneys' fees, to be covered by the Company's insurance. The settlement is subject to court approval. Securities Class Action Litigation On April 10, 2019, Sergii Bratusov, a purported shareholder of the Company, filed a putative class action complaint against the Company. The case, captioned Bratusov v. comScore, Inc., et al., Case No. 19 Civ. 03210, was filed in the U.S. District Court for the Southern District of New York and also names the Company's Chief Financial Officer, Gregory Fink, and the Company's former Chief Executive Officer, Bryan Wiener, as defendants. The complaint, which was amended on September 30, 2019, purports to bring claims on behalf of all persons and entities that acquired securities of the Company between February 28, 2019 and August 7, 2019 and alleges that the Company, Mr. Wiener, and Mr. Fink violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, by allegedly failing to disclose in public statements in February and March 2019 material information concerning a disagreement relating to the Company's business strategy. The complaint also alleges that Mr. Wiener and Mr. Fink, acting as control persons of the Company, violated Section 20(a) of the Exchange Act in connection with the Company's alleged failure to disclose material information. The complaint seeks a determination of the propriety of the class, compensatory damages and the award of reasonable costs and expenses incurred in the action. The defendants deny any wrongdoing or liability and intend to vigorously defend against these claims. Although the ultimate outcome of this matter is unknown, the Company believes that a material loss was not probable or estimable as of March 31, 2020. Other Matters In addition to the matters described above, the Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors. Indemnification The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its officers and directors, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and continues to pay legal counsel fees incurred by the present and former directors and officers who are involved in legal proceedings that require indemnification. Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations.

Organizational Restructuring

3 Months Ended

Mar. 31, 2020

Restructuring and Related Activities [Abstract]

Organizational Restructuring

In 2019, the Company implemented two reduction in force plans ("May 2019 Restructuring Plan" and "August 2019 Restructuring Plan") in order to reduce costs and more effectively align resources with business priorities. The May 2019 Restructuring Plan and the August 2019 Restructuring Plan are substantially complete as of March 31, 2020, with remaining payments through March 2021.

The table below summarizes the balance of the restructuring liability as of March 31, 2020, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets, and the changes in the accrued amounts for the three months ended March 31, 2020, by restructuring plan:



(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

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.
Reclassification	Reclassification Certain amounts in the prior year financial statements have been reclassified to conform to the current quarter presentation. Specifically, current accrued litigation settlements have been aggregated within other current liabilities on the Condensed Consolidated Balance Sheets.
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements	Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of financing derivative liabilities and warrants, the allowance for doubtful accounts, valuation of options and performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. For the three months ended March 31, 2020, management specifically considered the impact of the COVID-19 pandemic and related matters in evaluating the Company's goodwill, intangible and other long-lived assets, lease accounting, contingencies, fair value determinations and allowance for doubtful accounts. Due to the inherent uncertainty involved in making estimates, particularly in the current environment, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.
Loss Per Share	Loss Per Share Basic net loss per common share excludes dilution for potential Common Stock issuances and is computed by dividing net loss by the weighted-average number of shares of Common Stock outstanding for the period. 250,000 shares of Common Stock issuable upon the exercise of warrants held by Starboard ("penny warrants") were included in the number of outstanding shares used for the computation of basic net loss per share prior to the exercise of those warrants on April 3, 2019. In periods where the Company reports a net loss, the effect of anti-dilutive stock options, stock appreciation rights, restricted stock units, deferred stock units, senior secured convertible notes and warrants are excluded and diluted net loss per share is equal to basic loss per share.
Impairment of Right-of-Use and Long-Lived Assets	Impairment of Right-of-use ("ROU") and Long-lived Assets The Company applies the provisions of Accounting Standards Codification ("ASC") 360, Property, Plant and Equipment, to determine whether ROU and related long-lived assets may be impaired. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. For facility lease ROU and related long-lived assets, the Company compares the estimated undiscounted cash flows generated by a sublease to the current carrying value of the ROU and related long-lived assets. If the undiscounted cash flows are less than the carrying value of the ROU and related long-lived assets, the Company records an impairment loss equal to the excess of the ROU and long-lived assets' carrying value over their fair value consistent with other long-lived assets. The Company performed an interim analysis as of March 31, 2020, as changes in market conditions indicated the carrying value of certain facility lease ROU and other long-lived assets may not be recoverable, and determined that certain ROU assets, and related leasehold improvements, were impaired. The Company recorded a $4.7 million non-cash impairment charge related to its ROU assets, and related leasehold improvements, for the three months ended March 31, 2020, with corresponding reductions of $2.8 million and $1.9 million to the operating lease ROU asset and property and equipment, net line items, respectively, in the Condensed Consolidated Balance Sheet as of March 31, 2020. The impairment charge was driven by changes in the Company's projected undiscounted cash flows for certain properties, primarily as a result of changes in the real estate market related to the COVID-19 pandemic, that led to an increase in the estimated marketing time, and a reduction of expected receipts, for properties currently on the market for sublease. The fair value of these ROU assets, and related leasehold improvements, was estimated using an income approach and a discount rate of 12.0%. After recognition of the impairment charge, the adjusted carrying values of the ROU assets, and related leasehold improvements, were $2.0 million and $0.5 million, respectively, as of March 31, 2020. Although the Company believes that the carrying values of its long-lived assets are appropriately stated, future changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances.
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts The Company generally grants uncollateralized credit terms to its customers and maintains an allowance for doubtful accounts to reserve for uncollectible receivables. Allowances are based on management's judgment, which considers historical collection experience adjusted for current conditions or expected future conditions based on reasonable and supportable forecasts, a specific review of all significant outstanding receivables, an assessment of company-specific credit conditions and general economic conditions.
Accounting Standards Recently Adopted and Recently Issued Accounting Pronouncements	Accounting Standards Recently Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires consideration of forward-looking information to calculate credit loss estimates. These changes will result in an earlier recognition of credit losses. The amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the new standard effective January 1, 2020, and the standard did not have a material impact on the Condensed Consolidated Financial Statements or related disclosures based on historical collection trends, the financial condition of payment partners, and external market factors. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which removes and modifies certain disclosure requirements under Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and to delay adoption of the additional disclosures until their effective date. The Company adopted the new standard effective January 1, 2020 and the standard did not have a material impact on the Condensed Consolidated Financial Statements or related disclosures. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes primarily by eliminating certain exemptions. The amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and to delay adoption of the additional disclosures until their effective date. The Company is in the process of evaluating the guidance but does not believe that the adoption of this standard will have a material impact on the Condensed Consolidated Financial Statements or related disclosures.
Fair Value Measurements	The primary sensitivity in the interest rate reset derivative liability is driven by the Common Stock price at the measurement date, the observable volatility of the Common Stock, and the discount rate used to determine the present value of the instrument. The primary sensitivity for the make-whole and qualifying change of control redemption derivative liabilities is driven by the probability of the change of control. The primary sensitivity in the valuation of each warrant liability is driven by the Common Stock price at the measurement date and the observable volatility of the Common Stock.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of Other Income, Net

Other Income, Net



	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

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



	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

Schedule of the Allowance for Doubtful Accounts

The following is a summary of the allowance for doubtful accounts:



	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	)

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue



	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

Schedule of Contract Balances

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



	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

Significant changes in the contract assets and the contract liabilities balances are as follows:



	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

Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Company's Long-term Debt

The balance of the Notes as of March 31, 2020 and December 31, 2019 was as follows:



			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

The balance of the Secured Term Note as of March 31, 2020 and December 31, 2019 was as follows:



			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

Future Minimum Payments Related to Financing Obligations Under Failed Sale Leaseback

Future minimum payments related to the financing obligations under the failed sale-leaseback transaction as of March 31, 2020 are summarized below:



	(In thousands)
Remainder of 2020	$	1,685
2021	1,422
Total	$	3,107

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

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



	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	$	—	$	—	$	—	$	—

⁽²⁾ The Company's certificates of deposit are recorded at their face value which approximates their fair value.

⁽⁵⁾The fair value of the Series B-2 Warrants was estimated as negligible as of March 31, 2020.

Schedule of Changes in Level 3 Fair Valued Instruments

The following tables present the changes in the Company's recurring Level 3 fair valued financing derivative liabilities for the three months ended March 31, 2020 and 2019, respectively:



(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

The following table presents the changes in the Company's recurring Level 3 fair valued warrants liability for the three months ended March 31, 2020:



(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

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



	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%

⁽¹⁾ Warrants liability includes only Series A as of March 31, 2020. Warrants liability includes Series A and Series B-2 as of December 31, 2019.

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2020

Other Liabilities Disclosure [Abstract]

Schedule of 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

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2020

Schedule of Related Party Transactions

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



	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

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



	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

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



	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

Organizational Restructuring (Tables)

3 Months Ended

Mar. 31, 2020

Restructuring and Related Activities [Abstract]

Schedule of Accrued Restructuring Expenses and Changes in Accrued Amounts



(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

Organization (Details)			3 Months Ended	12 Months Ended
Organization (Details)	Oct. 14, 2019 shares	Jun. 26, 2019 USD ($) series_of_warrant shares	Mar. 31, 2020 USD ($) segment $ / shares	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares
Restructuring Cost and Reserve [Line Items]
Number of operating segments \| segment			1
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001	$ 0.001	$ 0.001
Common Stock warrants exercised (in shares) \| shares	2,728,513
Private Placement
Restructuring Cost and Reserve [Line Items]
Sale of common stock (in shares) \| shares		2,728,513
Number of series of warrants \| series_of_warrant		4
Aggregate gross proceeds from sale		$ 20,000,000.0
Convertible senior notes
Restructuring Cost and Reserve [Line Items]
Face value of note			$ 204,000,000		$ 204,000,000
Outstanding debt			186,115,000		184,075,000
Convertible senior notes \| Initial Notes \| Starboard Value LP
Restructuring Cost and Reserve [Line Items]
Face value of note				$ 204,000,000.0
Cash proceeds				$ 100,000,000.0
Converted shares issued (in shares) \| shares				4,000,000
Secured Term Note \| Secured Term Note
Restructuring Cost and Reserve [Line Items]
Face value of note			$ 13,000,000		$ 13,000,000.0
Stated interest rate			9.75%		9.75%
Outstanding debt			$ 12,410,000		$ 12,463,000
Convertible senior notes and Secured Term Note \| Initial Notes and Secured Term Note
Restructuring Cost and Reserve [Line Items]
Outstanding debt			$ 217,000,000.0

Summary of Significant Accounting Policies (Other Income, Net) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Change in fair value of warrants liability	$ 4,651	$ 0
Change in fair value of financing derivatives	2,387	4,100
Change in fair value of investment in equity securities	0	(1,712)
Other	156	581
Total other income, net	$ 7,194	$ 2,969

Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($) shares	Dec. 31, 2019 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of penny warrants issuable (in shares) \| shares		250,000
Impairment of right-of-use and long-lived assets	$ 4,671	$ 0
Impairment of right-of-use assets	2,800
Impairment of leasehold improvements	1,900
Operating right-of-use assets	32,515		$ 36,689
Nonrecurring
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating right-of-use assets	2,033		0
Leasehold improvements	468		0
Nonrecurring \| Level 3
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating right-of-use assets	2,033		0
Leasehold improvements	$ 468		$ 0
Valuation, income approach \| Discount rate
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
ROU assets And leasehold improvements, measurement input	0.120

Summary of Significant Accounting Policies (Securities Excluded From Earnings Per Share Calculations) (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Stock options, stock appreciation rights, restricted stock units, deferred stock units, senior secured convertible notes and warrants	16,986,614	8,100,585

Summary of Significant Accounting Policies (Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Allowance for doubtful accounts, beginning balance	$ (1,919)	$ (1,597)
Additions	(492)	138
Recoveries	(44)	(241)
Write-offs	308	17
Allowance for doubtful accounts, ending balance	$ (2,147)	$ (1,683)

Revenue Recognition (Narrative) (Details) $ in Thousands	3 Months Ended
Revenue Recognition (Narrative) (Details) $ in Thousands	Mar. 31, 2020 USD ($) segment	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Revenue from Contract with Customer [Abstract]
Number of reportable segments \| segment	1
Capitalized contract costs	$ 691		$ 799
Amortization of contract costs	$ 300	$ 600

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

3 Months Ended

Mar. 31, 2020

Mar. 31, 2019

Products and services transferred over time

^[1]

$ 89,528

$ 102,294

Products and services transferred at a point in time

71,917

76,461

17,611

25,833

Ratings and Planning

Analytics and Optimization

63,521

70,577

Movies Reporting and Analytics

15,501

21,458

Reportable Geographical Components | United States

10,506

10,259

Reportable Geographical Components | Europe

77,146

87,976

Reportable Geographical Components | Latin America

7,483

8,412

Reportable Geographical Components | Canada

2,020

2,402

Reportable Geographical Components | Other

1,562

1,840