0001158172-23-000027 | 10-Q | XBRL Viewer

^[1],[2]

$ (3,825)

1,117

2,536

Cost of revenues

301

Selling and marketing

105

263

Research and development

General and administrative

200

879

1,772

Investor

Revenues

3,009

4,412

Investor | Cost of revenues

(3,825)

Cost of revenues

$ 7,707

$ 7,668

[1]

(2) Transactions with related parties are included in the line items above as follows (refer to Footnote 8, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information):

[2]


	Three Months Ended March 31,
	2023		2022
Revenues	$	3,009	$	4,412
Cost of revenues	7,707		7,668
Convertible redeemable preferred stock dividends	(3,825)		(3,825)

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI https://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Organizational Restructuring - Narrative (Details) $ in Millions	Mar. 31, 2023 USD ($)
Minimum
Restructuring Cost and Reserve [Line Items]
Estimated cost remaining	$ 10
Maximum
Restructuring Cost and Reserve [Line Items]
Estimated cost remaining	$ 15

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

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


	As of								As of
	March 31, 2023								December 31, 2022
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets

Money market funds (1)	$	2,480	$	—	$	—	$	2,480	$	2,455	$	—	$	—	$	2,455

Liabilities
Contingent consideration liability (2)	$	—	$	4,672	$	—	$	4,672	$	—	$	8,158	$	—	$	8,158
Warrants liability (3)	—		—		2,533		2,533		—		—		718		718
Total liabilities	$	—	$	4,672	$	2,533	$	7,205	$	—	$	8,158	$	718	$	8,876

(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 fair value of this liability as of March 31, 2023 and December 31, 2022 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date. The non-current portion of the contingent consideration liability is classified within non-current liabilities in the Condensed Consolidated Balance Sheets. The current portion of the contingent consideration liability was $3.6 million and $7.1 million as of March 31, 2023 and December 31, 2022, respectively. The non-current portion of the contingent consideration liability was $1.0 million as of March 31, 2023 and December 31, 2022, respectively.

(3) The fair value of this liability is derived from a technique which utilizes inputs, certain of which are significant and unobservable, that result in classification as a Level 3 fair value measurement. Warrants liability includes only the Series A warrants as of March 31, 2023 and December 31, 2022.

Schedule of Changes in Level 3 Fair Valued Instruments

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the three months ended March 31, 2023 and 2022, respectively:


(In thousands)	Warrants Liability
Balance as of December 31, 2022	$	718

Total loss recognized due to remeasurement (1)	1,815


Balance as of March 31, 2023	$	2,533

(1) The loss on remeasurement of the warrants liability was recorded in other (expense) income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss.


(In thousands)	Contingent Consideration Liability (2)		Warrants Liability
Balance as of December 31, 2021	$	5,600	$	10,520
Total loss (gain) recognized due to remeasurement (1)	2,348		(2,435)
Balance as of March 31, 2022	$	7,948	$	8,085

(1) The loss due to remeasurement of the contingent consideration liability was recorded in general and administrative expense, and the gain on remeasurement of the warrants liability was recorded in other (expense) income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

(2) The contingent consideration liability was transferred from Level 3 to Level 2 in the second quarter of 2022 due to the resolution of the contingency regarding the amount of consideration payable.

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

The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of March 31, 2023 and December 31, 2022 that are measured at fair value on a recurring basis:

Fair Value Measurements

Significant Valuation Technique

Significant Valuation Inputs

March 31, 2023

December 31, 2022

Warrants liability

Option pricing

Stock price

$1.23

$1.16

Exercise price

$1.01

$2.47

Volatility

65.0%

Term

1.24 years

1.49 years

Risk-free rate

4.6%

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses


	As of		As of
(In thousands)	March 31, 2023		December 31, 2022
Accrued data costs	$	17,367	$	18,515
Payroll and payroll-related	9,791		15,118
Professional fees	2,071		2,410
Restructuring accrual	1,447		1,288
Other	5,613		6,062
Total accrued expenses	$	36,289	$	43,393

Revenue Recognition - Narrative (Details)	3 Months Ended
Revenue Recognition - Narrative (Details)	Mar. 31, 2023 segment
Revenue from Contract with Customer [Abstract]
Number of reportable segments	1

Revenue Recognition - Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation	$ 230.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	39.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	32.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction
Revenue, remaining performance obligation, percentage	15.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year

Revenue Recognition - Changes in Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue recognized that was included in the opening contract liabilities balance	$ (30,307)	$ (34,979)
Cash received or amounts billed in advance and not recognized as revenue	$ 37,070	$ 39,950

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Obligation

The information set forth below summarizes the contractual obligations, by year, as of March 31, 2023:


	(In thousands)
2023 (remaining)	$	27,993
2024	29,966
2025	29,756
2026	37,006
2027	37,506
Thereafter	137,699
Total	$	299,926

Commitments and Contingencies - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Vendor Contract Dispute
Loss Contingencies [Line Items]
Loss contingency, alleged damages amount	$ 2.1
Set-top Box
Loss Contingencies [Line Items]
Purchase obligation	293.5
Smart Television Data
Loss Contingencies [Line Items]
Purchase obligation	6.4
Purchase obligation, to be paid in 2023	$ 6.8
Minimum
Loss Contingencies [Line Items]
Purchase commitment term (in years)	1 year
Maximum
Loss Contingencies [Line Items]
Purchase commitment term (in years)	8 years

Summary of Significant Accounting Policies - Securities Excluded From Earnings Per Share Calculations (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) trading_day $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Preferred stock (in shares)	85,708,361	85,708,361
Warrants (in shares)	5,457,026	5,457,026
Stock options and restricted stock units (in shares)	5,661,332	4,672,593
Contingent consideration (in shares)	3,980,488	2,955,326
Total (in shares)	100,807,207	98,793,306
Weighted average trading days \| trading_day	10
Payment for contingent consideration liability \| $	$ 3.6
Contingent consideration liability \| $	$ 4.9	$ 8.6
Closing price (in dollars per share) \| $ / shares	$ 1.23	$ 2.91
First Installment
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Contingent consideration liability \| $			$ 3.7

Related Party Transactions - Narrative (Details)			3 Months Ended
Related Party Transactions - Narrative (Details)	Nov. 06, 2022 USD ($)	Mar. 10, 2021 USD ($)	Mar. 31, 2023 USD ($) director shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 shares
Related Party Transaction
Common stock, shares outstanding (in shares) \| shares			92,359,528		92,104,942
Convertible redeemable preferred stock, shares outstanding (in shares) \| shares			82,527,609	82,527,609	82,527,609	82,527,609
Accrued dividends			$ 11,700,000		$ 7,900,000
Minimum
Related Party Transaction
Purchase commitment term (in years)			1 year
Maximum
Related Party Transaction
Purchase commitment term (in years)			8 years
Investor
Related Party Transaction
Revenues			$ 3,009,000	$ 4,412,000
WPP \| Investor
Related Party Transaction
Common stock, shares outstanding (in shares) \| shares			11,319,363
Ownership percentage of common stock outstanding shares			12.30%
Revenues			$ 2,308,000	3,341,000
Pine \| Investor
Related Party Transaction
Common stock, shares outstanding (in shares) \| shares			2,193,088
Ownership percentage of common stock outstanding shares			2.40%
Percentage of interest held			33.30%
Number of directors designated to the Company's Board \| director			2
Convertible redeemable preferred stock, shares outstanding (in shares) \| shares			27,509,203
Outstanding balances related to transactions			$ 0	0
Qurate \| Investor
Related Party Transaction
Percentage of interest held			33.30%
Number of directors designated to the Company's Board \| director			2
Convertible redeemable preferred stock, shares outstanding (in shares) \| shares			27,509,203		27,509,203
Revenues			$ 200,000	200,000
Charter \| Investor
Related Party Transaction
Percentage of interest held			33.30%
Number of directors designated to the Company's Board \| director			2
Convertible redeemable preferred stock, shares outstanding (in shares) \| shares			27,509,203		27,509,203
Revenues			$ 485,000	$ 726,000
Charter Operating \| Affiliated entity
Related Party Transaction
Purchase commitment term (in years)		10 years
Charter Operating \| Affiliated entity \| License fee credits
Related Party Transaction
Payment obligation for license fees and license fee credits	$ 7,000,000
Charter Operating \| Affiliated entity \| Minimum \| License fees
Related Party Transaction
Payment obligation for license fees and license fee credits		$ 10,000,000
Charter Operating \| Affiliated entity \| Maximum \| License fees
Related Party Transaction
Payment obligation for license fees and license fee credits		$ 32,300,000

Fair Value Measurements - Assets and Liabilities Measured on a Recurring and Non-recurring Basis (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Liabilities
Contingent consideration liability	$ 4,900		$ 8,600
Warrants issued	2,533	$ 718
Contingent consideration, current	3,600	7,100
Contingent consideration, noncurrent	1,000	1,000
Warrants liability
Liabilities
Warrants issued	2,500
Recurring
Liabilities
Total liabilities	7,205	8,876
Recurring \| Warrants liability
Liabilities
Contingent consideration liability	4,672	8,158
Warrants issued	2,533	718
Level 1 \| Recurring
Liabilities
Total liabilities	0	0
Level 1 \| Recurring \| Warrants liability
Liabilities
Contingent consideration liability	0	0
Warrants issued	0	0
Level 2 \| Recurring
Liabilities
Total liabilities	4,672	8,158
Level 2 \| Recurring \| Warrants liability
Liabilities
Contingent consideration liability	4,672	8,158
Warrants issued	0	0
Level 3 \| Recurring
Liabilities
Total liabilities	2,533	718
Level 3 \| Recurring \| Warrants liability
Liabilities
Contingent consideration liability	0	0
Warrants issued	2,533	718
Money market funds \| Recurring
Assets
Money market funds	2,480	2,455
Money market funds \| Level 1 \| Recurring
Assets
Money market funds	$ 2,480	2,455
Liabilities
Money market funds, stable net asset value per share (in dollars per share)	$ 1.00
Money market funds \| Level 2 \| Recurring
Assets
Money market funds	$ 0	0
Money market funds \| Level 3 \| Recurring
Assets
Money market funds	$ 0	$ 0

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.
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, 2022 (the "2022 10-K"). The Condensed Consolidated Results of Operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023 or thereafter. All references to March 31, 2023 and 2022 in the Notes to Condensed Consolidated Financial Statements are unaudited.
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.
Preferred Stock	The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021.The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of March 31, 2023 because a deemed liquidation event is not considered probable. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of March 31, 2023, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible.
Warrants Liability	In June 2019, the Company issued warrants to CVI Investments, Inc. ("CVI") in connection with the private placement described in Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity. The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of net cash settlement features associated with a cap on the issuance of shares, under certain circumstances, or upon a change of control. Changes in the fair value of these instruments are recorded in other (expense) income, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The fair value of each warrant is estimated utilizing an option pricing model. Significant valuation inputs include the exercise price, price and expected volatility of the Company's Common Stock, risk-free rate, and the remaining term of the warrants. As of March 31, 2023, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique.
Other (Expense) Income, Net	Other (expense) income, net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations.
Loss Per Share	The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, warrants, stock options and restricted stock units, and contingent consideration liability to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share.
Income Taxes	A significant portion of the Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company anticipates the Transactions may have triggered further limitations but has not yet reached a final conclusion as to whether an ownership change occurred and to what extent its net operating loss carryforwards are further limited. If an ownership change occurred as a result of the Transactions, the annual limitation under Section 382 may cause a significant portion of the Company's net operating loss carryforwards to expire prior to use. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax assets related to these limited U.S. federal and state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures.
Fair Value Measurements	The primary sensitivities in the valuation of the warrants liability are driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 20,274	$ 20,044
Restricted cash	398	398
Accounts receivable, net of allowances of $646 and $798, respectively ($743 and $1,034 of accounts receivable attributable to related parties, respectively)	62,988	68,457
Prepaid expenses and other current assets	15,839	15,922
Total current assets	99,499	104,821
Property and equipment, net	37,160	36,367
Operating right-of-use assets	23,804	23,864
Deferred tax assets	3,575	3,351
Intangible assets, net	10,516	13,327
Goodwill	388,263	387,973
Other non-current assets	10,826	10,883
Total assets	573,643	580,586
Current liabilities:
Accounts payable ($12,449 and $12,090 attributable to related parties, respectively)	33,694	29,090
Accrued expenses ($4,892 and $4,297 attributable to related parties, respectively)	36,289	43,393
Contract liabilities ($1,235 and $1,341 attributable to related parties, respectively)	56,868	52,944
Customer advances	11,688	11,527
Current portion of contingent consideration	3,623	7,134
Current operating lease liabilities	7,861	7,639
Warrants liability	2,533	718
Other current liabilities ($11,688 and $7,863 attributable to related parties, respectively)	14,958	12,646
Total current liabilities	167,514	165,091
Non-current operating lease liabilities	28,787	29,588
Non-current portion of accrued data costs ($17,057 and $15,471 attributable to related parties, respectively)	26,882	25,106
Revolving line of credit	16,000	16,000
Deferred tax liabilities	2,719	2,127
Other non-current liabilities	7,078	10,627
Total liabilities	248,980	248,539
0
Convertible redeemable preferred stock, $0.001 par value; 82,527,609 shares authorized, issued and outstanding as of March 31, 2023 and December 31, 2022; aggregate liquidation preference of $215,688 as of March 31, 2023, and $211,863 as of December 31, 2022 (related parties)	187,885	187,885
Stockholders' equity:
Preferred stock, $0.001 par value; 7,472,391 shares authorized as of March 31, 2023 and December 31, 2022; no shares issued or outstanding as of March 31, 2023 or December 31, 2022	0	0
Common stock, $0.001 par value; 275,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 99,124,324 shares issued and 92,359,528 shares outstanding as of March 31, 2023, and 98,869,738 shares issued and 92,104,942 shares outstanding as of December 31, 2022	92	92
Additional paid-in capital	1,694,378	1,690,783
Accumulated other comprehensive loss	(14,423)	(15,940)
Accumulated deficit	(1,313,285)	(1,300,789)
Treasury stock, at cost, 6,764,796 shares as of March 31, 2023 and December 31, 2022	(229,984)	(229,984)
Total stockholders' equity	136,778	144,162
Total liabilities, convertible redeemable preferred stock and stockholders' equity	$ 573,643	$ 580,586

Summary of Significant Accounting Policies - Narrative (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Jan. 31, 2021
Accounting Policies [Abstract]
Convertible redeemable preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND 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, 2021

82,527,609

Beginning balance at Dec. 31, 2021

$ 187,885

Ending balance (in shares) at Mar. 31, 2022

82,527,609

Ending balance at Mar. 31, 2022

$ 187,885

Beginning balance (in shares) at Dec. 31, 2021

90,407,290

Beginning balance at Dec. 31, 2021

223,176

$ 90

$ 1,683,883

$ (12,098)

$ (1,218,715)

$ (229,984)

Increase (Decrease) in Stockholders' Equity

(9,276)

Restricted stock units distributed (in shares)

^[1]

(3,825)

212,246

Exercise of Common Stock options (in shares)

86,941

Exercise of Common Stock options

103

$ 1

102

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

(474)

Payments for taxes related to net share settlement of equity awards

(1)

Amortization of stock-based compensation

1,908

Settlement of restricted stock unit liability

1,719

Other (in shares)

(661)

Other

(3)

Foreign currency translation adjustment

(541)

Ending balance (in shares) at Mar. 31, 2022

90,705,342

Ending balance at Mar. 31, 2022

$ 213,260

$ 91

1,687,608

(12,639)

(1,231,816)

(229,984)

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

82,527,609

Beginning balance at Dec. 31, 2022

$ 187,885

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

82,527,609

Ending balance at Mar. 31, 2023

$ 187,885

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

92,104,942

Beginning balance at Dec. 31, 2022

$ 144,162

$ 92

1,690,783

(15,940)

(1,300,789)

(229,984)

Increase (Decrease) in Stockholders' Equity

(8,671)

Restricted stock units distributed

^[1]

(3,825)

Restricted stock units distributed (in shares)

286,038

Exercise of Common Stock options (in shares)

3,000

Exercise of Common Stock options

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

(34,452)

Payments for taxes related to net share settlement of equity awards

(48)

Amortization of stock-based compensation

879

Settlement of restricted stock unit liability

2,761

Foreign currency translation adjustment

$ 1,517

1,517

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

92,359,528

Ending balance at Mar. 31, 2023

$ 136,778

$ 92

$ 1,694,378

$ (14,423)

$ (1,313,285)

$ (229,984)

[1]	Transactions for these line items were exclusively with related parties (refer to Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity and Footnote 8, Related Party Transactions, of the Notes to Condensed Consolidated Financial Statements for additional information).

Revenue Recognition

3 Months Ended

Mar. 31, 2023

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 attributes revenue to geographical markets based on the location of the customer. 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)	2023		2022
By solution group:
Digital Ad Solutions	$	50,447	$	53,137
Cross Platform Solutions	41,111		40,829
Total	$	91,558	$	93,966
By geographical market:
United States	$	82,641	$	84,082
Europe	4,683		5,207
Latin America	1,720		1,790
Canada	1,421		1,819
Other	1,093		1,068
Total	$	91,558	$	93,966
By timing of revenue recognition:
Products and services transferred over time	$	77,656	$	77,944
Products and services transferred at a point in time	13,902		16,022
Total	$	91,558	$	93,966

Contract Balances

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


	As of		As of
(In thousands)	March 31, 2023		December 31, 2022
Accounts receivable, net	$	62,988	$	68,457
Current and non-current contract assets	6,540		6,736
Current contract liabilities	56,868		52,944
Current customer advances	11,688		11,527
Non-current contract liabilities	355		887

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


	Three Months Ended March 31,
(In thousands)	2023		2022
Revenue recognized that was included in the opening contract liabilities balance	$	(30,307)	$	(34,979)
Cash received or amounts billed in advance and not recognized as revenue	37,070		39,950

Remaining Performance Obligations

As of March 31, 2023, approximately $230 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year. The Company

expects to recognize revenue on approximately 39% of these remaining performance obligations during the remainder of 2023, approximately 32% in 2024, and approximately 15% in 2025, with the remainder recognized thereafter.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Fair Value Measurements - Reconciliation of Level 3 Fair Valued Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Warrants Liability
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Beginning balance	$ 718	$ 10,520
Total loss (gain) recognized due to remeasurement	1,815	(2,435)
Ending balance	$ 2,533	8,085
Contingent Consideration Liability
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Beginning balance		5,600
Total loss (gain) recognized due to remeasurement		2,348
Ending balance		$ 7,948

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 04, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-33520
Entity Registrant Name	COMSCORE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	54-1955550
Entity Address, Address Line One	11950 Democracy Drive, Suite 600
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	703
Local Phone Number	438-2000
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SCOR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		93,494,451
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001158172
Current Fiscal Year End Date	--12-31

Organizational Restructuring

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Organizational Restructuring

Organizational RestructuringOn September 29, 2022, the Company communicated a workforce reduction as part of its broader efforts to improve cost efficiency and better align its operating structure and resources with strategic priorities (collectively, the "Restructuring Plan"). In addition to employee terminations, the Restructuring Plan is expected to include the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce the Company's data center footprint; and reduction of other operating expenses, including software and facility costs. The Company may also determine to exit certain activities in certain geographic regions in order to more effectively align resources with business priorities. In connection with the Restructuring Plan, which was authorized by the Board on September 19, 2022, the Company will incur certain exit-related costs. These costs are estimated to range between $10 million and $15 million. The Company expects implementation of the Restructuring Plan, including cash payments, to be substantially complete in the fourth quarter of 2023.

The table below summarizes the activity and balance of the restructuring liability as of March 31, 2023 and December 31, 2022, 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, 2023:


(In thousands)	Severance and Related Costs		Other		Total Restructuring
Balance as of December 31, 2022	$	1,288	$	—	$	1,288
Restructuring expense	888		110		998
Payments	(855)		—		(855)
Foreign exchange	16		—		16
Balance as of March 31, 2023	$	1,337	$	110	$	1,447

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments

The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with multichannel video programming distributors ("MVPDs") and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms of less than one year to eight years. As of March 31, 2023, the total fixed payment obligations related to set-top box and connected television data agreements are $293.5 million and $6.4 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of March 31, 2023:


	(In thousands)
2023 (remaining)	$	27,993
2024	29,966
2025	29,756
2026	37,006
2027	37,506
Thereafter	137,699
Total	$	299,926

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $6.8 million by the end of 2023.

Contingencies

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

Vendor Contract Dispute

In April 2023, the Company received correspondence from counsel to a TV data provider disputing the manner in which payments by the Company to the data provider are calculated under a 2018 data license agreement between the parties. The aggregate amount in dispute for periods through March 31, 2023 is approximately $2.1 million. The Company disagrees with the data provider's interpretation of the license agreement and believes it has a strong position with respect to the calculation of payments during the term. As of March 31, 2023, the Company cannot reasonably estimate the potential loss, if any, that may be incurred in this matter.

Other Matters

The Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material 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 directors and officers, to the fullest extent permitted by

Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification.

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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Accounts receivable allowances	$ 646	$ 798
Accounts receivable, related parties	743	1,034
Current liabilities:
Accrued expenses	36,289	43,393
Current contract liabilities	56,868	52,944
Non-current portion of accrued data costs	$ 17,057	$ 15,471
Convertible redeemable preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible redeemable preferred stock, shares authorized (in shares)	82,527,609	82,527,609
Convertible redeemable preferred stock, shares issued (in shares)	82,527,609	82,527,609
Convertible redeemable preferred stock, shares outstanding (in shares)	82,527,609	82,527,609
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	7,472,391	7,472,391
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	275,000,000	275,000,000
Common stock, shares issued (in shares)	99,124,324	98,869,738
Common stock, shares outstanding (in shares)	92,359,528	92,104,942
Treasury stock, at cost (in shares)	6,764,796	6,764,796
Investor
Current liabilities:
Accounts payable	$ 12,449	$ 12,090
Accrued expenses	4,892	4,297
Current contract liabilities	1,235	1,341
Other current liabilities	11,688	7,863
Convertible redeemable preferred stock, aggregate liquidation preference	$ 215,688	$ 211,863

Debt	3 Months Ended
Debt	Mar. 31, 2023
Debt Disclosure [Abstract]
Debt	Debt Revolving Credit Agreement On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Revolving Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent (in such capacity, the "Agent"), and the lenders from time to time party thereto. The Revolving Credit Agreement had an original borrowing capacity equal to $25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Revolving Credit Agreement) that was based on LIBOR. The Company may also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which reduces the amount of available borrowings by the amount of such issued and outstanding letters of credit. The facility has a maturity of three years from the closing date of the agreement. On February 25, 2022, the Company entered into an amendment (the "2022 Amendment") to the Revolving Credit Agreement to expand its aggregate borrowing capacity from $25.0 million to $40.0 million. The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50%. Finally, the amendment modified certain financial covenants under the Revolving Credit Agreement. On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Revolving Credit Agreement. Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Revolving Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Revolving Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50%. As modified, the Revolving Credit Agreement requires the Company to maintain: •minimum Consolidated EBITDA (as defined in the Revolving Credit Agreement) of not less than $22.0 million, $24.0 million, $32.0 million and $35.0 million for the most recently ended four fiscal quarter period, tested as of the last day of the fiscal quarters ending on March 31, June 30, September 30 and December 31, 2023, respectively; •a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 2.0 to 1.0, tested as of the last day of each calendar month through maturity of the Revolving Credit Agreement; •a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.25 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or after March 31, 2024; and •minimum Liquidity (as defined in the Revolving Credit Agreement) of $28.0 million, tested as of the last business day of each calendar month through maturity of the Revolving Credit Agreement. The Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness or liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates. The Revolving Credit Agreement is also subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the Agent or the Required Lenders may accelerate any amounts outstanding and terminate lender commitments. The Company was in compliance with the covenants under the amended Revolving Credit Agreement as of March 31, 2023. The Revolving Credit Agreement is guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Revolving Credit Agreement)) and is secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions. As of March 31, 2023, the Company had outstanding borrowings of $16.0 million, and issued and outstanding letters of credit of $3.4 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $20.6 million.

Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

Transactions with WPP

As of March 31, 2023 (based on public filings), WPP plc and its affiliates ("WPP") owned 11,319,363 shares of the Company's outstanding Common Stock, representing 12.3% of the outstanding Common Stock. The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts.

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


	Three Months Ended March 31,
(In thousands)	2023		2022
Revenues	$	2,308	$	3,341
Cost of revenues	2,736		2,140

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


	As of		As of
(In thousands)	March 31, 2023		December 31, 2022
Assets
Accounts receivable, net	$	526	$	825
Liabilities
Accounts payable	$	2,130	$	2,398
Accrued expenses	983		1,108
Contract liabilities	1,035		1,132

Transactions with Charter, Qurate and Pine

Charter, Qurate and Pine each hold 33.3% of the outstanding shares of Preferred Stock, which are entitled to convert into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations. As of March 31, 2023 (based on public filings), Pine also owned 2,193,088 shares of the Company's outstanding Common Stock, representing 2.4% of the outstanding Common Stock. In addition, Charter, Qurate and Pine each designated two members of the Company's Board in accordance with the Stockholders Agreement

As of March 31, 2023 and December 31, 2022, Charter, Qurate and Pine each owned 27,509,203 shares of the Company's outstanding Preferred Stock. Accrued dividends to the holders of Preferred Stock as of March 31, 2023 and December 31, 2022 were $11.7 million and $7.9 million, respectively. The next scheduled dividend payment date for the Preferred Stock is June 30, 2023.

Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter. Under the DLA, Charter Operating will bill the Company for license fees according to a payment schedule that gradually increases from $10.0 million in the first year of the term to $32.3 million in the tenth year of the term. The Company recognizes expense for the license fees ratably over the term. On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company will receive license fee credits totaling $7.0 million.

The Company's results from transactions with Charter 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)	2023		2022
Revenues	$	485	$	726
Cost of revenues	4,971		5,528

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


	As of		As of
(In thousands)	March 31, 2023		December 31, 2022
Accounts payable	$	10,319	$	9,693
Accrued expenses	3,909		3,189
Non-current portion of accrued data costs	17,057		15,471

The Company recognized revenues of $0.2 million from transactions with Qurate and its affiliates in the normal course of business during the three months ended March 31, 2023 and 2022, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company had no transactions with Pine for the three months ended March 31, 2023 and 2022.

Organizational Restructuring - Accrued Restructuring Expenses and Changes in Accrued Amounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring Reserve [Roll Forward]
Restructuring Expense Beginning Balance	$ 1,288
Restructuring expense	998	$ 0
Payments	(855)
Foreign exchange	16
Restructuring Expense Ending Balance	1,447
Severance and Related Costs
Restructuring Reserve [Roll Forward]
Restructuring Expense Beginning Balance	1,288
Restructuring expense	888
Payments	(855)
Foreign exchange	16
Restructuring Expense Ending Balance	1,337
Other
Restructuring Reserve [Roll Forward]
Restructuring Expense Beginning Balance	0
Restructuring expense	110
Payments	0
Foreign exchange	0
Restructuring Expense Ending Balance	$ 110

Debt (Details)	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Feb. 24, 2023 USD ($)	Feb. 25, 2022 USD ($)	May 05, 2021 USD ($)	Dec. 31, 2022 USD ($)
Schedule of Capitalization, Long-term Debt
Revolving line of credit				$ 16,000,000				$ 16,000,000
Line of credit
Schedule of Capitalization, Long-term Debt
Letters of credit outstanding				3,400,000
Revolving credit facility \| Line of credit
Schedule of Capitalization, Long-term Debt
Maximum borrowing capacity						$ 40,000,000	$ 25,000,000
Maturity period (in years)							3 years
Minimum consolidated EBITDA				22,000,000
Minimum liquidity requirement					$ 28,000,000
Revolving line of credit				16,000,000
Remaining borrowing capacity				$ 20,600,000
Revolving credit facility \| Line of credit \| Minimum
Schedule of Capitalization, Long-term Debt
Consolidated asset coverage ratio					2.0
Fixed charge coverage ratio					1.25
Revolving credit facility \| Line of credit \| Forecast
Schedule of Capitalization, Long-term Debt
Minimum consolidated EBITDA	$ 35,000,000	$ 32,000,000	$ 24,000,000
Revolving credit facility \| Line of credit \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Schedule of Capitalization, Long-term Debt
Applicable rate					3.50%	2.50%
Letter of credit \| Line of credit
Schedule of Capitalization, Long-term Debt
Maximum borrowing capacity							$ 5,000,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net loss	$ (8,671)	$ (9,276)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	4,724	4,191
Amortization of intangible assets	2,811	6,779
Change in fair value of warrants liability	1,815	(2,435)
Non-cash operating lease expense	1,395	1,483
Stock-based compensation expense	1,117	2,536
Deferred tax provision	566	513
Amortization expense of finance leases	429	704
Change in fair value of contingent consideration liability	96	2,348
Other	254	469
Changes in operating assets and liabilities:
Accounts receivable	5,868	7,301
Prepaid expenses and other assets	38	(1,270)
Accounts payable, accrued expenses and other liabilities	(4,914)	(2,288)
Contract liabilities and customer advances	3,540	3,209
Operating lease liabilities	(1,817)	(1,856)
Net cash provided by operating activities	7,251	12,408
Investing activities:
Capitalized internal-use software costs	(5,345)	(3,452)
Purchases of property and equipment	(487)	(347)
Net cash used in investing activities	(5,832)	(3,799)
Financing activities:
Contingent consideration payment at initial value	(1,037)	0
Principal payments on finance leases	(445)	(796)
Other	(174)	48
Net cash used in financing activities	(1,656)	(748)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	467	(86)
Net increase in cash, cash equivalents and restricted cash	230	7,775
Cash, cash equivalents and restricted cash at beginning of period	20,442	22,279
Cash, cash equivalents and restricted cash at end of period	20,672	30,054
Cash and cash equivalents	20,274	29,629
Restricted cash	398	425
Total cash, cash equivalents and restricted cash	20,672	30,054
Supplemental disclosures of non-cash investing and financing activities:
Convertible redeemable preferred stock dividends accrued but not yet paid (related parties)	3,825	3,825
Settlement of restricted stock unit liability	2,761	1,719
Right-of-use assets obtained in exchange for operating lease liabilities	1,239	0
Change in accounts payable and accrued expenses related to capital expenditures	$ 1,113	$ 722

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Accrued data costs	$ 17,367	$ 18,515
Payroll and payroll-related	9,791	15,118
Professional fees	2,071	2,410
Restructuring accrual	1,447	1,288
Other	5,613	6,062
Total accrued expenses	$ 36,289	$ 43,393

Accrued Expenses

3 Months Ended

Mar. 31, 2023

Other Liabilities Disclosure [Abstract]

Accrued Expenses


	As of		As of
(In thousands)	March 31, 2023		December 31, 2022
Accrued data costs	$	17,367	$	18,515
Payroll and payroll-related	9,791		15,118
Professional fees	2,071		2,410
Restructuring accrual	1,447		1,288
Other	5,613		6,062
Total accrued expenses	$	36,289	$	43,393

Organization (Details)	3 Months Ended
Organization (Details)	Mar. 31, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1

Fair Value Measurements - Valuation Techniques of Level 3 Liabilities (Details) - Level 3 - Warrants Liability - Option Pricing Model	Mar. 31, 2023 yr	Dec. 31, 2022 yr
Stock price
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	1.23	1.16
Exercise price
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	1.01	2.47
Volatility
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	0.650	0.650
Term
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	1.24	1.49
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques
Warrants liability, measurement input	0.046	0.046

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

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Income Statement [Abstract]

Revenues

^[1],[2]

$ 91,558

$ 93,966

Cost of revenues

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

51,929

52,918

Selling and marketing

^[3],[4]

17,154

17,166

Research and development

^[3],[4]

8,919

9,532

General and administrative

^[3],[4]

13,574

18,117

Amortization of intangible assets

2,811

6,779

Restructuring

998

Total expenses from operations

95,385

104,512

Loss from operations

(3,827)

(10,546)

Other (expense) income, net

(1,812)

2,433

(Loss) gain from foreign currency transactions

(1,466)

420

Interest expense, net

^[1],[2]

(352)

(200)

Loss before income taxes

(7,457)

(7,893)

Income tax provision

(1,214)

(1,383)

Net loss available to common stockholders:

(8,671)

(9,276)

(8,671)

(9,276)

Total net loss available to common stockholders, basic

^[1],[2]

(3,825)

(12,496)

(13,101)

Total net loss available to common stockholders, diluted

$ (12,496)

$ (13,101)

Net loss per common share:

Basic (in dollars per share)

$ (0.13)

$ (0.14)

Diluted (in dollars per share)

$ (0.13)

$ (0.14)

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

Basic (in shares)

93,850,266

91,686,733

Diluted (in shares)

93,850,266

91,686,733

Comprehensive loss:

Foreign currency cumulative translation adjustment

$ (8,671)

$ (9,276)

Other comprehensive income (loss):

1,517

(541)

Total comprehensive loss

$ (7,154)

$ (9,817)

[1]

[2]


	Three Months Ended March 31,
	2023		2022
Revenues	$	3,009	$	4,412
Cost of revenues	7,707		7,668
Convertible redeemable preferred stock dividends	(3,825)		(3,825)

[3]

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

[4]


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

	Three Months Ended March 31,
	2023		2022
Cost of revenues	$	78	$	301
Selling and marketing	105		263
Research and development	55		200
General and administrative	879		1,772
Total stock-based compensation expense	$	1,117	$	2,536

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Related Party Transactions

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


	Three Months Ended March 31,
(In thousands)	2023		2022
Revenues	$	2,308	$	3,341
Cost of revenues	2,736		2,140

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


	As of		As of
(In thousands)	March 31, 2023		December 31, 2022
Assets
Accounts receivable, net	$	526	$	825
Liabilities
Accounts payable	$	2,130	$	2,398
Accrued expenses	983		1,108
Contract liabilities	1,035		1,132

The Company's results from transactions with Charter 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)	2023		2022
Revenues	$	485	$	726
Cost of revenues	4,971		5,528

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


	As of		As of
(In thousands)	March 31, 2023		December 31, 2022
Accounts payable	$	10,319	$	9,693
Accrued expenses	3,909		3,189
Non-current portion of accrued data costs	17,057		15,471

Convertible Redeemable Preferred Stock and Stockholders' Equity	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Convertible Redeemable Preferred Stock and Stockholders' Equity	Convertible Redeemable Preferred Stock and Stockholders' Equity 2021 Issuance of Preferred Stock On March 10, 2021, the Company issued and sold 82,527,609 shares of Preferred Stock in exchange for aggregate gross proceeds of $204.0 million. Net proceeds from the Transactions totaled $187.9 million after deducting issuance costs. The Preferred Stock is convertible at the option of the holders at any time into shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock. The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. As of March 31, 2023, each share of Preferred Stock would have been convertible into 1.057292 shares of Common Stock, with such assumed conversion rate scheduled to return to 1.00 upon payment of accrued dividends on June 30, 2023. As of March 31, 2023, no shares of Preferred Stock have been converted into Common Stock. The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances. In addition, such holders are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on March 10, 2021 (the "Stockholders Agreement"). As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend. 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities 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 "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired in 2020. The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 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 Series A Warrants are exercisable by the holders for a period of five years from the CVI Closing Date and are currently exercisable into 5,457,026 shares of Common Stock. The Series A Warrants may be exercised for cash or through a net settlement feature under certain circumstances. The exercise price for the Series A Warrants is subject to anti-dilution adjustment in certain circumstances, including upon certain issuances of capital stock. Upon the issuance of the Preferred Stock in 2021, the Company adjusted the exercise price of the Series A Warrants from $12.00 to $2.4719 per share, the closing price of the Transactions. On March 15, 2023, the Company granted Common Stock awards to certain non-executive employees valued at $1.01 per share (the closing price of the Common Stock on March 15, 2023) under the Company's annual incentive compensation plan, resulting in a further adjustment of the Series A Warrants exercise price from $2.4719 to $1.01 per share. The estimated fair value of the Series A Warrants immediately after the exercise price adjustment on March 15, 2023 was $1.7 million, reflecting an increase of $1.0 million compared to the value as of December 31, 2022. 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. 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 CVI Closing Date, the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash. The estimated fair value of the Series A Warrants as of March 31, 2023 was $2.5 million. Refer to Footnote 6, Fair Value Measurements, for further information.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of Other Income (Expense), Net

The following is a summary of the components of other (expense) income, net:


	Three Months Ended March 31,
(In thousands)		2023		2022
Change in fair value of warrants liability		$	(1,815)	$	2,435
Other		3		(2)
Total other (expense) income, net		$	(1,812)	$	2,433

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

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


	Three Months Ended March 31,
	2023	2022
Preferred stock (1)	85,708,361	85,708,361
Warrants	5,457,026	5,457,026
Stock options and restricted stock units	5,661,332	4,672,593
Contingent consideration (2)	3,980,488	2,955,326
Total	100,807,207	98,793,306

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

(2) A contingent consideration liability was recognized as part of the Company's acquisition of Shareablee, Inc. ("Shareablee") in December 2021. The liability payments may be settled in any combination of cash or shares of Common Stock (at the Company's election) based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the date of each payment. Settlement of this liability in Common Stock could potentially dilute basic earnings per share in future periods. The Company paid $3.6 million of the total $3.7 million first installment in cash in the first quarter of 2023. The remaining amount of the first installment is expected to be paid in cash in the second quarter of 2023. The Company calculated a potential anti-dilutive share count based on the remaining expected payments totaling $4.9 million and the $1.23 per share closing price

of the Company's Common Stock on the Nasdaq Global Select Market on March 31, 2023. The Company calculated a potential anti-dilutive share count based on the expected payments totaling $8.6 million and the $2.91 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on March 31, 2022.

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

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 basis consist of the following:


	As of								As of
	March 31, 2023								December 31, 2022
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets

Money market funds (1)	$	2,480	$	—	$	—	$	2,480	$	2,455	$	—	$	—	$	2,455

Liabilities
Contingent consideration liability (2)	$	—	$	4,672	$	—	$	4,672	$	—	$	8,158	$	—	$	8,158
Warrants liability (3)	—		—		2,533		2,533		—		—		718		718
Total liabilities	$	—	$	4,672	$	2,533	$	7,205	$	—	$	8,158	$	718	$	8,876

There were no changes to the Company's valuation techniques or methodologies during the three months ended March 31, 2023 or 2022.

The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the three months ended March 31, 2023 and 2022, respectively:


(In thousands)	Warrants Liability
Balance as of December 31, 2022	$	718

Total loss recognized due to remeasurement (1)	1,815


Balance as of March 31, 2023	$	2,533

(1) The loss on remeasurement of the warrants liability was recorded in other (expense) income, net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss.


(In thousands)	Contingent Consideration Liability (2)		Warrants Liability
Balance as of December 31, 2021	$	5,600	$	10,520
Total loss (gain) recognized due to remeasurement (1)	2,348		(2,435)
Balance as of March 31, 2022	$	7,948	$	8,085

Fair Value Measurements

Significant Valuation Technique

Significant Valuation Inputs

March 31, 2023

December 31, 2022

Warrants liability

Option pricing

Stock price

$1.23

$1.16

Exercise price

$1.01

$2.47

Volatility

65.0%

Term

1.24 years

1.49 years

Risk-free rate

4.6%

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

- 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

Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 62,988	$ 68,457
Current and non-current contract assets	6,540	6,736
Current contract liabilities	56,868	52,944
Current customer advances	11,688	11,527
Non-current contract liabilities	$ 355	$ 887

Organization	3 Months Ended
Organization	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures audiences, consumer behavior and advertising across media platforms. Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its Chief Executive Officer, 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.

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

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Products and services transferred over time

^[1],[2]

$ 91,558

$ 93,966

Products and services transferred at a point in time

77,656

77,944

13,902

16,022

United States

82,641

84,082

Europe

4,683

5,207

Latin America

1,720

1,790

Canada

1,421

1,819

Other

1,093

1,068

Digital Ad Solutions

50,447

53,137

Cross Platform Solutions