RESTON, Va., Oct. 08, 2025 (GLOBE NEWSWIRE) -- Comscore, a global leader in measuring and analyzing consumer behaviors, and TiVo, a wholly owned subsidiary of entertainment technology company Xperi Inc. (NYSE: XPER) today announced a strategic partnership to integrate TiVo’s enriched program metadata across Comscore’s cross‑platform audience measurement, unifying content identification across linear TV, streaming, and digital. The collaboration brings together measurement across linear, CTV, FAST, and strea ...

Comscore Inc. (NASDAQ: SCOR) shares surged after the company announced a recapitalization agreement with major preferred shareholders: Charter Communications (NASDAQ: CHTR), Liberty Broadband Corporation (NASDAQ: LBRDK), and an affiliate of Cerberus Capital Management. The deal is designed to simplify Comscore’s balance sheet, cut dividend obligations, and strengthen its market position. It is subject to stockholder approval, including a separate vote by unaffiliated common shareholders. An independent ...

Reduces Senior Capital, Eliminates Preferred Dividend Burden, and Enhances Alignment Between StockholdersRESTON, Va., Sept. 29, 2025 (GLOBE NEWSWIRE) -- Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today announced a signed recapitalization transaction (the "Recapitalization") with its preferred stockholders: Charter Communications, Liberty Broadband Corporation, and an affiliate of Cerberus Capital Management. The transaction reduces the a ...

Core Insights - Comscore has launched The Scoreboard, an interactive platform that provides insights into consumer behaviors across various media formats, including TV, digital, and social [1][2][3] - The Scoreboard aims to simplify complex consumer behaviors into relatable and accessible data visualizations, showcasing how these insights can benefit businesses [3][6] Company Overview - Comscore is recognized as a leading measurement provider, offering comprehensive insights into consumer journeys across multiple platforms and formats [6][9] - The company combines data from digital, linear TV, over-the-top, and theatrical viewership to empower media buyers and sellers in making informed business decisions [9] Product Features - The Scoreboard consists of various modules that highlight different aspects of consumer behavior, with some modules being updated monthly, such as Box Office and Content & Conversation [3][6] - The platform also includes dynamic modules like Trendline and evolving Viewership, which focus on measurement innovation and emerging consumer behavior trends [3][6] Market Position - Comscore positions itself as a trusted partner for planning, transacting, and evaluating media across platforms, establishing itself as a reliable source for cross-platform measurement [8][9]

Core Insights - There is a significant shift in consumer behavior towards mobile usage of AI tools, with mobile reach growing by 5.3% while PC usage declined by 11.1% [2] - Mobile adoption of AI assistants has surged by 82% from November 2024 to June 2025, indicating a narrowing gap with desktop usage [3] - Leading brands are positioning AI assistants as personal companions, enhancing user engagement through mobile-native features [3] Mobile vs. PC Usage - Mobile reach increased from 69.7 million to 73.4 million users, reflecting a 5.3% growth [2] - PC usage saw a decline of 11.1%, highlighting a shift in consumer preferences [2] AI Assistant Adoption - The adoption of AI assistants on mobile platforms grew by 82% over the specified period, showcasing a strong trend towards mobile usage [3] - OpenAI mobile users exhibit the highest loyalty, with lower cross-platform usage compared to Google and Microsoft users [3] Brand Performance - The fastest-growing AI tools on mobile from March to June 2025 include Microsoft Copilot (+175%), Google Gemini (+68%), and OpenAI ChatGPT (+17.9%) [6] - The data indicates that users are gravitating towards AI tools that integrate seamlessly into their mobile experiences [3] Strategic Opportunities - The mobile surge presents strategic opportunities for AI providers, including native integration with devices and partnerships to enhance ecosystem reach [3]

Proprietary AI Predictive Technology Generates ID-Free Audience Segments That Can Be Activated In Programmatic EnvironmentsRESTON, Va., Sept. 03, 2025 (GLOBE NEWSWIRE) -- Comscore, a global leader in measuring and analyzing consumer behaviors, today announced the launch of its AI-powered Data Partner Network, a new initiative that enables third-party data providers to convert their ID-based datasets into scalable, privacy-first audiences using Proximic by Comscore’s proprietary AI predictive technology. Thi ...

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This report contains forward-looking statements about future operations, financial performance, and strategic initiatives, which are subject to risks and uncertainties that could cause actual results to differ materially from expectations [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This report contains forward-looking statements regarding future operating results, financial performance, and strategic plans, which are based on current expectations but are subject to known and unknown risks and uncertainties that may cause actual results to differ significantly - Forward-looking statements cover future operating results, financial performance, restructuring activities, macroeconomic trends, financing plans, business relationships, product development, taxation, regulatory compliance, litigation impact, and growth plans[8](index=8&type=chunk) - Forward-looking statements inherently involve risks and uncertainties that could cause actual events or results to differ materially from expectations[9](index=9&type=chunk) - The company undertakes no obligation to publicly update or revise forward-looking statements, and investors should not unduly rely on them[10](index=10&type=chunk) [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Comscore, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive loss, preferred stock and equity, and cash flows, along with detailed explanatory notes [CONDENSED CONSOLIDATED BALANCE SHEETS](index=4&type=section&id=COMSCORE%2C%20INC.%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, total assets decreased, driven by reduced cash and accounts receivable, while accrued dividends and expenses increased, leading to a slight decrease in total liabilities but an expanded stockholders' equity (deficit) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | Change Rate (%) | | :-------------------------------- | :--------------------- | :---------------------- | :------------ | :---------- | | **Assets** | | | | | | Cash and cash equivalents | 25,993 | 29,937 | (3,944) | -13.17% | | Restricted cash | 3,533 | 3,531 | 2 | 0.06% | | Accounts receivable, net | 54,442 | 64,266 | (9,824) | -15.29% | | Prepaid expenses and other current assets | 12,483 | 10,323 | 2,160 | 20.92% | | **Total current assets** | **96,451** | **108,057** | **(11,606)** | **-10.74%** | | Property and equipment, net | 45,846 | 47,116 | (1,270) | -2.70% | | Operating lease right-of-use assets | 11,379 | 13,173 | (1,794) | -13.62% | | Deferred tax assets | 2,809 | 2,624 | 185 | 7.05% | | Intangible assets, net | 3,793 | 5,058 | (1,265) | -25.01% | | Goodwill | 248,467 | 246,010 | 2,457 | 1.00% | | Other non-current assets | 7,141 | 8,209 | (1,068) | -13.01% | | **Total assets** | **415,886** | **430,247** | **(14,361)** | **-3.34%** | | **Liabilities** | | | | | | Accounts payable | 15,167 | 16,471 | (1,304) | -7.92% | | Accrued expenses | 42,006 | 35,013 | 6,993 | 19.97% | | Contract liabilities | 43,050 | 45,464 | (2,414) | -5.31% | | Accrued dividends (related party) | 17,895 | 8,962 | 8,933 | 99.67% | | Customer prepayments | 7,320 | 9,566 | (2,246) | -23.48% | | Current operating lease liabilities | 8,433 | 8,598 | (165) | -1.92% | | Other current liabilities | 5,915 | 7,230 | (1,315) | -18.19% | | **Total current liabilities** | **139,786** | **131,304** | **8,982** | **6.84%** | | Secured term loan | 39,990 | 40,718 | (728) | -1.79% | | Non-current operating lease liabilities | 11,127 | 14,805 | (3,678) | -24.84% | | Accrued data costs non-current portion | 28,219 | 33,551 | (5,332) | -15.89% | | Deferred tax liabilities | 1,422 | 891 | 531 | 59.60% | | Other non-current liabilities | 9,541 | 9,771 | (230) | -2.35% | | **Total liabilities** | **230,085** | **231,040** | **(955)** | **-0.41%** | | Convertible redeemable preferred stock | 207,470 | 207,470 | 0 | 0.00% | | **Stockholders' equity (deficit)** | **(21,669)** | **(8,263)** | **(13,406)** | **162.24%** | | **Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit)** | **415,886** | **430,247** | **(14,361)** | **-3.34%** | [CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS](index=5&type=section&id=COMSCORE%2C%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20LOSS) For the three and six months ended June 30, 2025, revenue increased year-over-year, but net loss and net loss attributable to common stockholders significantly widened due to foreign currency transaction losses and increased interest expense | Metric (in thousands) | 3 Months 2025 | 3 Months 2024 | Change ($) | Change Rate (%) | 6 Months 2025 | 6 Months 2024 | Change ($) | Change Rate (%) | | :-------------------------------- | :---------- | :---------- | :------- | :--------- | :---------- | :---------- | :------- | :--------- | | Revenue | 89,389 | 85,837 | 3,552 | 4.14% | 175,098 | 172,632 | 2,466 | 1.43% | | Cost of revenues | 53,099 | 51,953 | 1,146 | 2.21% | 104,846 | 102,020 | 2,826 | 2.77% | | Selling and marketing | 16,663 | 14,812 | 1,851 | 12.49% | 31,466 | 30,176 | 1,290 | 4.27% | | Research and development | 7,804 | 8,373 | (569) | -6.80% | 15,922 | 17,140 | (1,218) | -7.11% | | General and administrative | 12,872 | 11,334 | 1,538 | 13.57% | 25,347 | 24,547 | 800 | 3.26% | | Total operating expenses | 91,070 | 87,765 | 3,305 | 3.77% | 178,845 | 176,437 | 2,408 | 1.37% | | Operating loss | (1,681) | (1,928) | 247 | -12.81% | (3,747) | (3,805) | 58 | -1.52% | | Foreign currency transaction (loss) gain | (3,803) | (248) | (3,555) | 1433.47% | (5,546) | 715 | (6,261) | -875.66% | | Interest expense, net | (1,553) | (444) | (1,109) | 249.77% | (3,311) | (1,016) | (2,295) | 225.89% | | Net loss | (9,492) | (1,708) | (7,784) | 455.74% | (13,485) | (2,762) | (10,723) | 388.23% | | Net loss attributable to common stockholders | (13,986) | (5,952) | (8,034) | 135.00% | (22,418) | (11,246) | (11,172) | 99.34% | | Basic and diluted loss per share | (2.73) | (1.19) | (1.54) | 129.41% | (4.41) | (2.28) | (2.13) | 93.42% | | Total comprehensive loss | (4,216) | (1,818) | (2,398) | 131.90% | (5,570) | (4,859) | (711) | 14.63% | Associated Party Transactions Impact on Statements of Operations and Comprehensive Loss | Metric (in thousands) | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :-------------- | :---------- | :---------- | :---------- | :---------- | | Revenue | 2,285 | 2,397 | 4,889 | 4,915 | | Cost of revenues | 5,435 | 8,012 | 11,201 | 15,600 | | Convertible redeemable preferred stock dividends | (4,494) | (4,244) | (8,933) | (8,484) | Stock-Based Compensation Expense Impact on Statements of Operations and Comprehensive Loss | Metric (in thousands) | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :-------------- | :---------- | :---------- | :---------- | :---------- | | Cost of revenues | 399 | 156 | 561 | 399 | | Selling and marketing | 383 | 139 | 507 | 279 | | Research and development | 239 | 105 | 336 | 285 | | General and administrative | 727 | 611 | 1,082 | 1,426 | | **Total stock-based compensation expense** | **1,748** | **1,011** | **2,486** | **2,389** | [CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)](index=6&type=section&id=COMSCORE%2C%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CONVERTIBLE%20REDEEMABLE%20PREFERRED%20STOCK%20AND%20STOCKHOLDERS'%20EQUITY%20%28DEFICIT%29) As of June 30, 2025, convertible redeemable preferred stock remained constant, but the accumulated deficit expanded due to net losses and preferred stock dividends, increasing stockholders' equity (deficit) to $(21,669) thousand, partially offset by positive foreign currency translation adjustments Stockholders' Equity (Deficit) Changes (2025) | Metric (in thousands) | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :-------------------------------- | :------------- | :------------- | :------------- | | Convertible redeemable preferred stock | 207,470 | 207,470 | 207,470 | | Common stock | 5 | 5 | 5 | | Additional paid-in capital | 1,714,052 | 1,714,650 | 1,715,149 | | Accumulated other comprehensive loss | (18,068) | (15,429) | (10,153) | | Accumulated deficit | (1,474,268) | (1,482,700) | (1,496,686) | | Treasury stock, at cost | (229,984) | (229,984) | (229,984) | | **Total stockholders' equity (deficit)** | **(8,263)** | **(13,458)** | **(21,669)** | Stockholders' Equity (Deficit) Changes (2024) | Metric (in thousands) | December 31, 2023 | March 31, 2024 | June 30, 2024 | | :-------------------------------- | :------------- | :------------- | :------------- | | Convertible redeemable preferred stock | 187,885 | 187,885 | 187,885 | | Common stock | 5 | 5 | 5 | | Additional paid-in capital | 1,696,612 | 1,699,142 | 1,699,689 | | Accumulated other comprehensive loss | (14,110) | (16,097) | (16,207) | | Accumulated deficit | (1,396,420) | (1,401,714) | (1,407,666) | | Treasury stock, at cost | (229,984) | (229,984) | (229,984) | | **Total stockholders' equity (deficit)** | **56,103** | **51,352** | **45,837** | - In the first half of 2025, net loss and convertible redeemable preferred stock dividends led to an increase in accumulated deficit, while foreign currency translation adjustments had a positive impact[16](index=16&type=chunk) [CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS](index=8&type=section&id=COMSCORE%2C%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, net cash provided by operating activities decreased, while investing and financing activities continued to use cash, resulting in a net decrease of $3,942 thousand in cash, cash equivalents, and restricted cash | Cash Flow Category (in thousands) | 6 Months 2025 | 6 Months 2024 | Change ($) | Change Rate (%) | | :----------------------- | :---------- | :---------- | :------- | :--------- | | Net cash from operating activities | 9,994 | 15,603 | (5,609) | -35.95% | | Net cash from investing activities | (11,392) | (12,120) | 728 | -6.01% | | Net cash from financing activities | (4,576) | (10,960) | 6,384 | -58.25% | | Effect of exchange rate changes | 2,032 | (616) | 2,648 | -430.03% | | Net decrease in cash, cash equivalents, and restricted cash | (3,942) | (8,093) | 4,151 | -51.29% | | Cash, cash equivalents, and restricted cash at beginning of period | 33,468 | 22,936 | 10,532 | 45.92% | | Cash, cash equivalents, and restricted cash at end of period | 29,526 | 14,843 | 14,683 | 98.92% | Composition of Cash, Cash Equivalents, and Restricted Cash at Period End | Metric (in thousands) | June 30, 2025 | June 30, 2024 | | :-------------- | :------------ | :------------ | | Cash and cash equivalents | 25,993 | 14,655 | | Restricted cash | 3,533 | 188 | | **Total** | **29,526** | **14,843** | Supplemental Disclosure of Non-Cash Investing and Financing Activities | Metric (in thousands) | 6 Months 2025 | 6 Months 2024 | | :-------------- | :---------- | :---------- | | Accrued but unpaid convertible redeemable preferred stock dividends | 8,933 | 8,484 | | Changes in accounts payable and accrued expenses related to capital expenditures | 898 | 1,083 | | Right-of-use assets obtained in exchange for finance lease liabilities | 619 | 7,861 | | Settlement of restricted stock unit liabilities | 314 | 1,895 | [NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=9&type=section&id=COMSCORE%2C%20INC.%20NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed notes to the condensed consolidated financial statements, covering organizational structure, accounting policies, revenue recognition, preferred stock, debt, fair value, accrued expenses, related party transactions, commitments, contingencies, and segment information [1. Organization and Summary of Significant Accounting Policies](index=9&type=section&id=1.%20Organization) Comscore, a global information and analytics company, provides an overview of its organizational structure, accounting policies, management estimates, and accounting for preferred stock, debt, loss per share, and income taxes, along with new accounting pronouncements - Comscore is a global information and analytics company that measures advertising, content, and consumer audiences across media platforms[21](index=21&type=chunk) - Preferred stock is contingently redeemable upon certain deemed liquidation events, such as a change of control, and is therefore classified in mezzanine equity rather than permanent equity on the condensed consolidated balance sheets[29](index=29&type=chunk) - The company uses the two-class method to calculate net loss per share and excludes the dilutive effect of potential common shares because their impact is anti-dilutive[33](index=33&type=chunk)[34](index=34&type=chunk) Anti-Dilutive Common Stock Equivalents | Common Stock Equivalents | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :------------- | :---------- | :---------- | :---------- | :---------- | | Preferred stock | 5,060,311 | 4,700,278 | 4,970,516 | 4,614,513 | | Stock options and restricted stock units | 294,230 | 295,756 | 313,021 | 304,022 | | Contingent consideration | — | 84,003 | — | 84,003 | | Warrants | — | 260,858 | — | 266,854 | | **Total** | **5,354,541** | **5,340,895** | **5,283,537** | **5,269,392** | - The company is evaluating the impact of new accounting pronouncements ASU 2024-03 (Expense Disaggregation Disclosures) and ASU 2023-09 (Income Tax Disclosure Improvements) on its financial statements and disclosures, with ASU 2023-09 not expected to affect financial position or operating results[39](index=39&type=chunk)[40](index=40&type=chunk) [3. Revenue Recognition](index=11&type=section&id=3.%20Revenue%20Recognition) The company categorizes revenue by solution group and geographic market, with approximately $190 million in future revenue expected from remaining performance obligations as of June 30, 2025, primarily in 2025 and 2026 Revenue by Solution Group (in thousands) | Solution Group | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :----------- | :---------- | :---------- | :---------- | :---------- | | Content & Advertising Measurement | 76,753 | 72,189 | 149,919 | 144,809 | | - Syndicated Audience | 63,953 | 64,189 | 127,457 | 128,789 | | - Cross-Platform | 12,800 | 8,000 | 22,462 | 16,020 | | Research & Insights Solutions | 12,636 | 13,648 | 25,179 | 27,823 | | **Total** | **89,389** | **85,837** | **175,098** | **172,632** | Revenue by Geographic Market (in thousands) | Geographic Market | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :--------- | :---------- | :---------- | :---------- | :---------- | | United States | 79,146 | 76,543 | 155,554 | 154,212 | | Europe | 6,088 | 5,063 | 11,396 | 10,174 | | Latin America | 1,808 | 1,769 | 3,539 | 3,445 | | Canada | 1,297 | 1,449 | 2,570 | 2,853 | | Other | 1,050 | 1,013 | 2,039 | 1,948 | | **Total** | **89,389** | **85,837** | **175,098** | **172,632** | Contract Balances (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :-------------- | | Accounts receivable, net | 54,442 | 64,266 | | Current and non-current contract assets | 2,807 | 3,788 | | Current contract liabilities | 43,050 | 45,464 | | Current customer prepayments | 7,320 | 9,566 | | Non-current contract liabilities | 33 | 688 | - As of June 30, 2025, approximately **$190 million** in revenue is expected to be recognized from remaining performance obligations, with about **34%** in the remainder of 2025, **43%** in 2026, and **16%** in 2027[46](index=46&type=chunk) [4. Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)](index=12&type=section&id=4.%20Convertible%20Redeemable%20Preferred%20Stock%20and%20Stockholders'%20Equity%20%28DEFICIT%29) This section details the issuance, dividend terms, conversion rights, and waivers for the company's convertible redeemable preferred stock, including additional issuances to offset deferred dividends and the expiration of Series A warrants - On March 10, 2021, the company issued **82,527,609 shares** of preferred stock for gross proceeds of **$204 million**, with net proceeds of **$187.9 million**[47](index=47&type=chunk) - Preferred stockholders are entitled to cumulative dividends at an annual rate of **7.5%**, increasing to **9.5%** if unpaid[48](index=48&type=chunk) - On July 24, 2024, the company issued **13,257,294 additional shares** of preferred stock to offset **$32.8 million** in deferred dividends for 2023 and 2024[53](index=53&type=chunk) - As of June 30, 2025, each share of preferred stock is convertible into **0.053779 shares** of common stock, with accrued dividends totaling **$17.9 million**[59](index=59&type=chunk) - The Credit Agreement prohibits cash dividend payments to preferred stockholders until April 1, 2026, and imposes restrictions thereafter[60](index=60&type=chunk) - Series A warrants expired unexercised on June 26, 2024[65](index=65&type=chunk) [5. Debt](index=15&type=section&id=5.%20Debt) The company entered into a new senior secured financing agreement on December 31, 2024, including a $45 million term loan and a $15 million revolving credit facility, with an 11.56% interest rate as of June 30, 2025, and was in compliance with all covenants - The company entered into a new senior secured financing agreement (Credit Agreement) on December 31, 2024, with a four-year term maturing in December 2028[66](index=66&type=chunk) - The Credit Agreement provides **$60 million** in borrowing capacity, including a **$45 million** term loan and a **$15 million** revolving credit facility[67](index=67&type=chunk) - The term loan interest rate is the adjusted term SOFR rate (minimum **3.0%**) plus an applicable margin of **7.0%**, or the reference rate (minimum **4.0%**) plus an applicable margin of **6.0%**; as of June 30, 2025, the term loan interest rate was **11.56%**[68](index=68&type=chunk) - The Credit Agreement includes financial covenants requiring maintenance of a maximum senior leverage ratio and minimum liquidity of **$10 million**[71](index=71&type=chunk)[73](index=73&type=chunk) - The company was in compliance with all covenants under the Credit Agreement as of June 30, 2025[71](index=71&type=chunk) Total Debt Obligations Under Credit Agreement (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :-------------- | | Secured term loan | 45,000 | 45,000 | | Less: Unamortized debt discount and issuance costs | (3,435) | (3,832) | | Less: Principal repayments | (225) | — | | **Total** | **41,340** | **41,168** | Term Loan Future Principal Repayment Schedule (in thousands) | Year | Amount | | :--- | :--- | | 2025 (remaining) | 225 | | 2026 | 2,250 | | 2027 | 2,250 | | 2028 | 40,050 | | **Total** | **44,775** | - The original credit agreement was terminated on December 31, 2024, and the company used a portion of the term loan proceeds to cash collateralize outstanding letters of credit[88](index=88&type=chunk) [6. Fair Value Measurements](index=18&type=section&id=6.%20Fair%20Value%20Measurements) As of June 30, 2025, the company had no financial instruments measured at fair value, with a contingent consideration liability settled in Q1 2025 and warrant liabilities at zero after remeasurement and expiration - As of June 30, 2025, the company had no financial instruments measured at fair value[89](index=89&type=chunk) Financial Instruments Measured at Fair Value (December 31, 2024) | (in thousands) | Level 1 | Level 2 | Level 3 | Total | | :--------- | :------ | :------ | :------ | :--- | | Liabilities | | | | | | Contingent consideration liability | $ — | $ 1,191 | $ — | $ 1,191 | - The contingent consideration liability was settled in cash during the first quarter of 2025, with no outstanding liability remaining[36](index=36&type=chunk)[89](index=89&type=chunk) Changes in Level 3 Fair Value Measurement Instruments (6 Months 2024) | (in thousands) | Warrant Liability | | :--------- | :----------- | | Balance at December 31, 2023 | $ 669 | | Total gain recognized from remeasurement and warrant expiration | (669) | | **Balance at June 30, 2024** | **$ —** | [7. Accrued Expenses](index=18&type=section&id=7.%20Accrued%20Expenses) As of June 30, 2025, total accrued expenses increased to $42,006 thousand, primarily driven by higher accrued data costs and payroll-related expenses Accrued Expenses Composition (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------- | :------------ | :-------------- | | Accrued data costs | 24,813 | 20,835 | | Payroll and payroll-related | 11,271 | 8,566 | | Professional services | 2,253 | 2,360 | | Other | 3,669 | 3,252 | | **Total accrued expenses** | **42,006** | **35,013** | [8. Related Party Transactions](index=19&type=section&id=8.%20Related%20Party%20Transactions) This section discloses related party transactions with WPP, Charter, Liberty, and Pine, as well as directors and officers, covering service revenue, data costs, preferred stock dividends, and a revised data license agreement with Charter - As of June 30, 2025, WPP and its affiliates held **11.3%** of the company's common stock[92](index=92&type=chunk) Results of Transactions with WPP (in thousands) | (in thousands) | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :--------- | :---------- | :---------- | :---------- | :---------- | | Revenue | 1,710 | 1,591 | 3,512 | 3,262 | | Cost of revenues | 2,210 | 2,405 | 4,360 | 4,387 | Balance Sheet Balances Related to WPP (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------- | :------------ | :-------------- | | Accounts receivable, net | 1,624 | 687 | | Accounts payable | 2,083 | 1,987 | | Accrued expenses | 166 | 199 | | Contract liabilities | 432 | 384 | | Customer prepayments | 144 | — | - As of June 30, 2025, Charter, Liberty, and Pine each held **33.3%** of the preferred stock[94](index=94&type=chunk) - On June 24, 2025, preferred stockholders waived the annual dividend due on June 30, 2025, with deferred dividends accruing at an annual rate of **9.5%** until payment on December 31, 2025[99](index=99&type=chunk) - As of June 30, 2025, accrued dividends for preferred stockholders totaled **$17.9 million**[100](index=100&type=chunk) - The ten-year data license agreement (DLA) with Charter was amended in 2024, changing the fee payment method to be based on the number of households provided by Charter Operating[103](index=103&type=chunk) Results of Transactions with Charter and its Affiliates (in thousands) | (in thousands) | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :--------- | :---------- | :---------- | :---------- | :---------- | | Revenue | 501 | 501 | 1,002 | 1,042 | | Cost of revenues | 3,225 | 5,607 | 6,841 | 11,213 | Liability Balances Related to Charter and its Affiliates (in thousands) | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------- | :------------ | :-------------- | | Accrued expenses | 7,962 | 8,389 | | Accrued data costs non-current portion | 20,172 | 22,031 | [9. Commitments and Contingencies](index=21&type=section&id=9.%20Commitments%20and%20Contingencies) The company has long-term contractual commitments for data acquisition, leases, and cloud services totaling $137.8 million in fixed payments and $95.2 million in estimated variable payments, and is facing a Washington state sales tax audit with a potential $8 million liability - As of June 30, 2025, fixed payment obligations related to set-top box and connected TV data agreements totaled **$112.1 million** and **$25.7 million**, respectively[106](index=106&type=chunk) Summary of Contractual Obligations (in thousands) | Year | Amount | | :--- | :--- | | 2025 (remaining) | 22,473 | | 2026 | 42,572 | | 2027 | 27,973 | | 2028 | 16,528 | | 2029 | 14,115 | | Thereafter | 14,163 | | **Total** | **137,824** | - The company expects total variable payments related to set-top box data agreements to be approximately **$95.2 million** over the next six years[107](index=107&type=chunk) - In January 2025, the company received a preliminary audit assessment from the Washington State Department of Revenue for potential sales tax liabilities from 2020 to 2023, totaling approximately **$8 million** (including penalties and interest)[109](index=109&type=chunk) - Management believes that, based on current knowledge, the ultimate outcome of any pending legal matters will not have a material adverse effect on the company's financial position, results of operations, or cash flows[110](index=110&type=chunk) [10. Segment Information](index=22&type=section&id=10.%20Segment%20Information) The company operates as a single reportable operating segment, with its CODM assessing performance based on consolidated net income, and this section details revenue by solution group and various costs and operating expenses - The company has only one reportable operating segment[113](index=113&type=chunk) Revenue by Solution Group (in thousands) | Solution Group | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :----------- | :---------- | :---------- | :---------- | :---------- | | Content & Advertising Measurement | 76,753 | 72,189 | 149,919 | 144,809 | | - Syndicated Audience | 63,953 | 64,189 | 127,457 | 128,789 | | - Cross-Platform | 12,800 | 8,000 | 22,462 | 16,020 | | Research & Insights Solutions | 12,636 | 13,648 | 25,179 | 27,823 | | **Total Revenue** | **89,389** | **85,837** | **175,098** | **172,632** | Costs and Operating Expenses (in thousands) | Expense Category | 3 Months 2025 | 3 Months 2024 | 6 Months 2025 | 6 Months 2024 | | :--------- | :---------- | :---------- | :---------- | :---------- | | Cost of sales | 33,099 | 33,936 | 65,716 | 66,741 | | Operating expenses: | | | | | | - Compensation | 34,212 | 31,866 | 67,781 | 64,845 | | - Professional services | 5,197 | 4,943 | 10,087 | 10,786 | | - Facilities and office expenses | 2,161 | 2,746 | 4,470 | 5,194 | | - Software licenses, maintenance, and systems | 3,219 | 3,074 | 6,473 | 6,166 | | - Travel and entertainment | 656 | 595 | 1,121 | 1,094 | | - Other operating expenses | 1,930 | 1,519 | 3,165 | 3,479 | | **Total operating expenses** | **47,375** | **44,743** | **93,097** | **91,564** | | Depreciation and amortization | 7,449 | 7,221 | 14,795 | 13,914 | | Stock-based compensation expense | 1,748 | 1,011 | 2,486 | 2,389 | | Non-recurring expenses | 364 | (15) | 709 | 150 | | Restructuring and transformation | 1,035 | 493 | 2,042 | 1,028 | | Foreign currency transactions | 3,803 | 248 | 5,546 | (715) | | Interest expense, net | 1,553 | 444 | 3,311 | 1,016 | | Taxes | 2,455 | (536) | 881 | (693) | | **Net Loss** | **(9,492)** | **(1,708)** | **(13,485)** | **(2,762)** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion of the company's financial condition and operating results for the period ended June 30, 2025, covering business overview, operational performance, liquidity, capital resources, and critical accounting estimates [Overview](index=24&type=section&id=Overview) Comscore is a global information and analytics company that measures advertising, content, and consumer audiences across media platforms, utilizing proprietary data science to provide unified standards for clients to understand and monetize audiences - Comscore is a global information and analytics company that measures advertising, content, and consumer audiences across media platforms[117](index=117&type=chunk) - The company leverages a global data platform and proprietary data science to enable person-level and household-level audience measurement, eliminating duplicate viewing across devices and time[117](index=117&type=chunk) - Customers include digital publishers, television stations, movie studios, content owners, brand advertisers, agencies, and technology providers[117](index=117&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) For the three and six months ended June 30, 2025, revenue increased, but net loss significantly widened due to foreign currency transaction losses and increased interest expense, despite growth in Content & Advertising Measurement solutions Statements of Operations and Comprehensive Loss Data as a Percentage of Revenue | Metric | 3 Months 2025 (%) | 3 Months 2024 (%) | 6 Months 2025 (%) | 6 Months 2024 (%) | | :-------------------------------- | :-------------- | :-------------- | :-------------- | :-------------- | | Revenue | 100.0% | 100.0% | 100.0% | 100.0% | | Cost of revenues | 59.4% | 60.5% | 59.9% | 59.1% | | Selling and marketing | 18.6% | 17.3% | 18.0% | 17.5% | | Research and development | 8.7% | 9.8% | 9.1% | 9.9% | | General and administrative | 14.4% | 13.2% | 14.5% | 14.2% | | Total operating expenses | 101.8% | 102.2% | 102.1% | 102.2% | | Operating loss | (1.9)% | (2.2)% | (2.1)% | (2.2)% | | Foreign currency transaction (loss) gain | (4.3)% | (0.3)% | (3.2)% | 0.4% | | Interest expense, net | (1.7)% | (0.5)% | (1.9)% | (0.6)% | | Net loss | (10.6)% | (2.0)% | (7.7)% | (1.6)% | [Revenues](index=25&type=section&id=Revenues) For the three and six months ended June 30, 2025, total revenue increased by 4.1% and 1.4% respectively, driven by growth in Content & Advertising Measurement solutions, particularly cross-platform products and local TV business, while Research & Insights Solutions revenue declined Revenue by Solution Group (in thousands) | Solution Group | 3 Months 2025 | 3 Months 2024 | Change ($) | Change Rate (%) | 6 Months 2025 | 6 Months 2024 | Change ($) | Change Rate (%) | | :----------- | :---------- | :---------- | :------- | :--------- | :---------- | :---------- | :------- | :--------- | | Content & Advertising Measurement | 76,753 | 72,189 | 4,564 | 6.3% | 149,919 | 144,809 | 5,110 | 3.5% | | - Syndicated Audience | 63,953 | 64,189 | (236) | -0.4% | 127,457 | 128,789 | (1,332) | -1.0% | | - Cross-Platform | 12,800 | 8,000 | 4,800 | 60.0% | 22,462 | 16,020 | 6,442 | 40.2% | | Research & Insights Solutions | 12,636 | 13,648 | (1,012) | -7.4% | 25,179 | 27,823 | (2,644) | -9.5% | | **Total Revenue** | **89,389** | **85,837** | **3,552** | **4.1%** | **175,098** | **172,632** | **2,466** | **1.4%** | - Content & Advertising Measurement revenue growth was primarily driven by local TV business renewals and new business, as well as increased usage of Proximic, CCR, and CCM products[121](index=121&type=chunk)[122](index=122&type=chunk) - Research & Insights Solutions revenue declined primarily due to reduced custom digital product deliveries[122](index=122&type=chunk)[123](index=123&type=chunk) [Cost of Revenues](index=26&type=section&id=Cost%20of%20Revenues) For the three and six months ended June 30, 2025, cost of revenues increased by 2.2% and 2.8% respectively, with data costs decreasing due to a revised data license agreement with Charter Operating, where fees are now based on household count, while employee costs, systems and bandwidth costs, and lease expenses and depreciation all increased due to staffing adjustments, rising cloud computing costs, and increased capitalized internal-use software and finance leases Cost of Revenues Breakdown (in thousands) | Cost Category | 3 Months 2025 | 3 Months 2024 | Change ($) | Change Rate (%) | 6 Months 2025 | 6 Months 2024 | Change ($) | Change Rate (%) | | :--------- | :---------- | :---------- | :------- | :--------- | :---------- | :---------- | :------- | :--------- | | Data costs | 16,886 | 19,543 | (2,657) | -13.6% | 34,141 | 38,330 | (4,189) | -10.9% | | Employee costs | 11,276 | 9,930 | 1,346 | 13.6% | 21,932 | 19,825 | 2,107 | 10.6% | | Systems and bandwidth costs | 7,619 | 6,548 | 1,071 | 16.4% | 14,471 | 13,329 | 1,142 | 8.6% | | Lease expenses and depreciation | 7,093 | 6,543 | 550 | 8.4% | 14,150 | 12,642 | 1,508 | 11.9% | | Panel costs | 3,600 | 3,073 | 527 | 17.1% | 7,099 | 6,110 | 989 | 16.2% | | Royalties and resellers | 1,905 | 1,472 | 433 | 29.4% | 3,956 | 2,675 | 1,281 | 47.9% | | Professional services | 1,690 | 2,048 | (358) | -17.5% | 3,099 | 3,305 | (206) | -6.2% | | Sample and survey costs | 1,529 | 1,438 | 91 | 6.3% | 3,071 | 3,178 | (107) | -3.4% | | Technology | 1,183 | 1,076 | 107 | 9.9% | 2,359 | 2,111 | 248 | 11.7% | | Other | 318 | 282 | 36 | 12.8% | 568 | 515 | 53 | 10.3% | | **Total Cost of Revenues** | **53,099** | **51,953** | **1,146** | **2.2%** | **104,846** | **102,020** | **2,826** | **2.8%** | - Data costs decreased primarily due to the amendment of the data license agreement with Charter Operating in December 2024, where fees are now based on household count[126](index=126&type=chunk)[127](index=127&type=chunk) - Employee costs increased primarily due to a shift in staffing towards product support and higher employee bonuses[126](index=126&type=chunk)[127](index=127&type=chunk) - Systems and bandwidth costs increased primarily due to rising cloud computing and processing costs, particularly for custom television dataset deliveries[126](index=126&type=chunk)[127](index=127&type=chunk) [Selling and Marketing](index=26&type=section&id=Selling%20and%20Marketing) For the three and six months ended June 30, 2025, selling and marketing expenses increased by 12.5% and 4.3% respectively, primarily driven by higher employee costs, particularly severance for terminated employees, and increased marketing and advertising expenditures Selling and Marketing Expenses Breakdown (in thousands) | Expense Category | 3 Months 2025 | 3 Months 2024 | Change ($) | Change Rate (%) | 6 Months 2025 | 6 Months 2024 | Change ($) | Change Rate (%) | | :--------- | :---------- | :---------- | :------- | :--------- | :---------- | :---------- | :------- | :--------- | | Employee costs | 12,838 | 11,508 | 1,330 | 11.6% | 24,465 | 23,436 | 1,029 | 4.4% | | Marketing and advertising | 1,242 | 653 | 589 | 90.2% | 1,886 | 1,500 | 386 | 25.7% | | Technology | 813 | 796 | 17 | 2.1% | 1,624 | 1,590 | 34 | 2.1% | | Professional services | 701 | 519 | 182 | 35.1% | 1,380 | 1,216 | 164 | 13.5% | | Lease expenses and depreciation | 521 | 836 | (315) | -37.7% | 1,078 | 1,526 | (448) | -29.4% | | Other | 548 | 500 | 48 | 9.6% | 1,033 | 908 | 125 | 13.8% | | **Total Selling and Marketing Expenses** | **16,663** | **14,812** | **1,851** | **12.5%** | **31,466** | **30,176** | **1,290** | **4.3%** | - Employee costs increased primarily due to severance for terminated employees[129](index=129&type=chunk)[130](index=130&type=chunk) [Research and Development](index=27&type=section&id=Research%20and%20Development) For the three and six months ended June 30, 2025, research and development expenses decreased by 6.8% and 7.1% respectively, primarily due to reduced employee costs resulting from a shift in staffing towards product support Research and Development Expenses Breakdown (in thousands) | Expense Category | 3 Months 2025 | 3 Months 2024 | Change ($) | Change Rate (%) | 6 Months 2025 | 6 Months 2024 | Change ($) | Change Rate (%) | | :--------- | :---------- | :---------- | :------- | :--------- | :---------- | :---------- | :------- | :--------- | | Employee costs | 5,966 | 6,129 | (163) | -2.7% | 12,262 | 12,880 | (618) | -4.8% | | Technology | 722 | 750 | (28) | -3.7% | 1,508 | 1,540 | (32) | -2.1% | | Professional services | 602 | 691 | (89) | -12.9% | 1,085 | 1,217 | (132) | -10.8% | | Lease expenses and depreciation | 376 | 676 | (300) | -44.4% | 826 | 1,275 | (449) | -35.2% | | Other | 138 | 127 | 11 | 8.7% | 241 | 228 | 13 | 5.7% | | **Total Research and Development Expenses** | **7,804** | **8,373** | **(569)** | **-6.8%** | **15,922** | **17,140** | **(1,218)** | **-7.1%** | - Employee costs decreased primarily due to a shift in staffing towards product support[132](index=132&type=chunk) [General and Administrative](index=27&type=section&id=General%20and%20Administrative) For the three and six months ended June 30, 2025, general and administrative expenses increased by 13.6% and 3.3% respectively, primarily due to higher employee costs, including employee bonuses and severance for terminated employees General and Administrative Expenses Breakdown (in thousands) | Expense Category | 3 Months 2025 | 3 Months 2024 | Change ($) | Change Rate (%) | 6 Months 2025 | 6 Months 2024 | Change ($) | Change Rate (%) | | :--------- | :---------- | :---------- | :------- | :--------- | :---------- | :---------- | :------- | :--------- | | Employee costs | 7,594 | 5,992 | 1,602 | 26.7% | 14,876 | 12,407 | 2,469 | 19.9% | | Professional services | 2,994 | 2,749 | 245 | 8.9% | 6,079 | 6,696 | (617) | -9.2% | | Technology | 865 | 836 | 29 | 3.5% | 1,705 | 1,693 | 12 | 0.7% | | Lease expenses and depreciation | 263 | 400 | (137) | -34.3% | 545 | 750 | (205) | -27.3% | | Other | 1,156 | 1,357 | (201) | -14.8% | 2,142 | 3,001 | (859) | -28.6% | | **Total General and Administrative Expenses** | **12,872** | **11,334** | **1,538** | **13.6%** | **25,347** | **24,547** | **800** | **3.3%** | - Employee costs increased primarily due to employee bonuses and severance for terminated employees[134](index=134&type=chunk)[135](index=135&type=chunk) [Amortization of Intangible Assets](index=28&type=section&id=Amortization%20of%20Intangible%20Assets) For the three and six months ended June 30, 2025, amortization of intangible assets was $0.6 million and $1.3 million, respectively, primarily from intangible assets related to the 2016 Rentrak merger Amortization of Intangible Assets (in millions) | Period | 2025 | 2024 | | :--- | :----- | :----- | | 3 Months | 0.6 | 0.8 | | 6 Months | 1.3 | 1.6 | [Organizational Restructuring](index=28&type=section&id=Organizational%20Restructuring) The company incurred $0.5 million and $1.0 million in restructuring charges for the three and six months ended June 30, 2024, respectively, primarily related to the 2022 workforce reduction plan, which was substantially completed Restructuring Charges (in millions) | Period | 2025 | 2024 | | :--- | :----- | :----- | | 3 Months | — | 0.5 | | 6 Months | — | 1.0 | - The 2022 restructuring plan was substantially completed in 2024[137](index=137&type=chunk) [Interest Expense, Net](index=28&type=section&id=Interest%20Expense%2C%20Net) For the three and six months ended June 30, 2025, net interest expense significantly increased to $1.6 million and $3.3 million, respectively, primarily due to a higher debt balance from the new credit agreement Interest Expense, Net (in millions) | Period | 2025 | 2024 | | :--- | :----- | :----- | | 3 Months | 1.6 | 0.4 | | 6 Months | 3.3 | 1.0 | - Net interest expense increased primarily due to a higher debt balance resulting from the new credit agreement executed on December 31, 2024[139](index=139&type=chunk) [(Loss) Gain From Foreign Currency Transactions](index=28&type=section&id=(Loss)%20Gain%20From%20Foreign%20Currency%20Transactions) For the three and six months ended June 30, 2025, the company recorded foreign currency transaction losses of $3.8 million and $5.5 million, respectively, primarily due to fluctuations in the Euro, Chilean Peso, and U.S. Dollar exchange rates Foreign Currency Transaction (Loss) Gain (in millions) | Period | 2025 | 2024 | | :--- | :----- | :----- | | 3 Months | (3.8) | (0.2) | | 6 Months | (5.5) | 0.7 | - Foreign currency transaction losses were primarily caused by fluctuations in the Euro, Chilean Peso, and U.S. Dollar exchange rates[141](index=141&type=chunk) [Other Income, Net](index=29&type=section&id=Other%20Income%2C%20Net) For the three and six months ended June 30, 2025, net other income was zero, compared to $0.4 million and $0.7 million in the prior year periods Other Income, Net (in millions) | Period | 2025 | 2024 | | :--- | :----- | :----- | | 3 Months | — | 0.4 | | 6 Months | — | 0.7 | [Income Tax (Provision) Benefit](index=29&type=section&id=Income%20Tax%20%28Provision%29%20Benefit) For the three and six months ended June 30, 2025, the company recorded income tax expenses of $2.5 million and $0.9 million, respectively, with effective tax rates of 34.9% and 7.0%, influenced by valuation allowances, foreign rate differences, and deferred tax expenses from deductible goodwill amortization Income Tax (Provision) Benefit (in millions) | Period | Income Tax (Provision) Benefit | Effective Tax Rate | | :--- | :----------------- | :------- | | 3 Months 2025 | (2.5) | 34.9% | | 3 Months 2024 | 0.5 | 23.9% | | 6 Months 2025 | (0.9) | 7.0% | | 6 Months 2024 | 0.7 | 20.1% | - Effective tax rate differences were primarily due to certain permanent items, foreign rate differences, changes in the valuation allowance for domestic deferred tax assets, and deferred tax expenses from deductible goodwill amortization[144](index=144&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity and capital resources, including cash flows, macroeconomic impacts, preferred stock dividend obligations, and the new secured credit agreement, with $29.5 million in cash and equivalents and a $15 million revolving credit facility available Cash Flow Summary (in thousands) | Cash Flow Category | 6 Months 2025 | 6 Months 2024 | | :------------- | :---------- | :---------- | | Net cash from operating activities | 9,994 | 15,603 | | Net cash from investing activities | (11,392) | (12,120) | | Net cash from financing activities | (4,576) | (10,960) | | Effect of exchange rate changes | 2,032 | (616) | | Net decrease in cash, cash equivalents, and restricted cash | (3,942) | (8,093) | [Overview](index=29&type=section&id=Overview) The company's primary cash uses include data, payroll, and operating expenses, with liquidity sources being cash, operating cash flows, and available credit, while preferred stock dividends are waived until December 31, 2025, and cash dividend payments are restricted by the credit agreement - The company's primary cash uses include data, payroll, operating expenses, capital expenditures, and debt and lease service[146](index=146&type=chunk) - As of June 30, 2025, primary liquidity sources were **$29.5 million** in cash, cash equivalents, and restricted cash (including **$3.5 million** in restricted cash), along with operating cash flows and available credit under the Credit Agreement[147](index=147&type=chunk) - On June 24, 2025, preferred stockholders waived the annual dividend due on June 30, 2025, with deferred dividends accruing at an annual rate of **9.5%** until payment on December 31, 2025; as of June 30, 2025, accrued dividends totaled **$17.9 million**[148](index=148&type=chunk) - The Credit Agreement prohibits cash dividend payments to preferred stockholders until April 1, 2026, and imposes restrictions thereafter[150](index=150&type=chunk) [Macroeconomic Factors](index=29&type=section&id=Macroeconomic%20Factors) Macroeconomic challenges like inflation and recession concerns have reduced advertiser spending, directly impacting product demand, with advertising market softness expected to continue, potentially affecting financial condition and liquidity - Macroeconomic challenges, such as inflation, capital market volatility, and recession concerns, have led advertisers to reduce or delay advertising spending[151](index=151&type=chunk) - The decline in advertising spending directly impacted demand for the company's products, and advertising market softness is expected to continue into the second half of 2025[151](index=151&type=chunk)[152](index=152&type=chunk) [Preferred Stock](index=31&type=section&id=Preferred%20Stock) The company's preferred stock entitles holders to cumulative dividends, with additional shares issued in 2024 to offset deferred dividends, and recent waivers deferring payments, while credit agreement restrictions on cash dividends increase the likelihood of security-based payments, potentially diluting existing shareholders - Preferred stockholders are entitled to cumulative dividends at an annual rate of **7.5%**, increasing to **9.5%** if unpaid[154](index=154&type=chunk) - On July 24, 2024, the company issued **13,257,294 additional shares** of preferred stock to offset **$32.8 million** in deferred dividends for 2023 and 2024[158](index=158&type=chunk) - The special dividend threshold has been reduced to **$47 million**[159](index=159&type=chunk) - On June 24, 2025, preferred stockholders waived the annual dividend due on June 30, 2025, with deferred dividends accruing at an annual rate of **9.5%** until payment on December 31, 2025[160](index=160&type=chunk) - The Credit Agreement prohibits cash dividend payments until April 1, 2026, and imposes restrictions thereafter, potentially leading to security-based dividend payments, thereby diluting existing shareholders[150](index=150&type=chunk)[161](index=161&type=chunk) [Secured Credit Agreement](index=31&type=section&id=Secured%20Credit%20Agreement) The company's $60 million secured credit agreement, including a $45 million term loan at 11.56% interest, mandates prepayments and contains restrictive and financial covenants, all of which the company complied with as of June 30, 2025 - The company entered into a **$60 million** secured credit agreement on December 31, 2024, comprising a **$45 million** term loan and a **$15 million** revolving credit facility[162](index=162&type=chunk) - As of June 30, 2025, the term loan interest rate was **11.56%**[162](index=162&type=chunk) - The Credit Agreement requires loan prepayments under certain circumstances (e.g., debt incurrence, equity issuance, asset sales) and may require annual prepayments based on excess cash flow[163](index=163&type=chunk)[164](index=164&type=chunk) - The agreement includes financial covenants (maximum senior leverage ratio and minimum liquidity) and restrictive covenants (limiting additional debt, investments, M&A, dividend payments, etc.)[165](index=165&type=chunk) - As of June 30, 2025, the company was in compliance with all covenants under the Credit Agreement[165](index=165&type=chunk) - As of June 30, 2025, the outstanding term loan balance was **$44.8 million**, with no borrowings on the revolving credit facility and **$15 million** of remaining borrowing capacity[166](index=166&type=chunk) [Operating Activities](index=32&type=section&id=Operating%20Activities) For the six months ended June 30, 2025, net cash provided by operating activities decreased to $10 million, primarily due to an increased net loss, partially offset by improved timing of vendor payments and customer cash collections Net Cash from Operating Activities (in millions) | Period | 2025 | 2024 | | :--- | :----- | :----- | | 6 Months | 10.0 | 15.6 | - The decrease in net cash from operating activities was primarily due to an increased net loss, partially offset by increased cash generated from operating assets and liabilities[169](index=169&type=chunk) [Investing Activities](index=32&type=section&id=Investing%20Activities) For the six months ended June 30, 2025, net cash used in investing activities decreased to $11.4 million, primarily due to reduced cash payments for capitalized internal-use software costs Net Cash from Investing Activities (in millions) | Period | 2025 | 2024 | | :--- | :----- | :----- | | 6 Months | (11.4) | (12.1) | - The decrease in cash used in investing activities was primarily due to reduced cash payments for capitalized internal-use software costs[171](index=171&type=chunk) [Financing Activities](index=32&type=section&id=Financing%20Activities) For the six months ended June 30, 2025, net cash used in financing activities significantly decreased to $4.6 million, primarily due to reduced principal payments on the original credit agreement and lower contingent consideration payments Net Cash from Financing Activities (in millions) | Period | 2025 | 2024 | | :--- | :----- | :----- | | 6 Months | (4.6) | (11.0) | - The decrease in cash used in financing activities was primarily due to reduced principal payments on the original credit agreement and lower contingent consideration payments for the Shareablee acquisition[172](index=172&type=chunk) - Financing and debt issuance costs related to the new credit agreement partially offset the reduction in cash used[172](index=172&type=chunk) [Contractual Payment Obligations](index=32&type=section&id=Contractual%20Payment%20Obligations) The company has various long-term contractual payment obligations, including $137.8 million in fixed data agreement payments, $95.2 million in estimated variable data payments, $30.5 million in lease obligations, and $6.3 million for cloud services - As of June 30, 2025, fixed payment obligations related to set-top box and connected TV data agreements totaled **$112.1 million** and **$25.7 million**, respectively, and the company expects total variable payments related to set-top box data agreements to be approximately **$95.2 million** over the next six years[174](index=174&type=chunk) - As of June 30, 2025, fixed payment obligations related to operating and finance leases totaled **$30.5 million**[175](index=175&type=chunk) - As of June 30, 2025, fixed payment obligations for cloud data storage and bandwidth agreements totaled **$6.3 million**[176](index=176&type=chunk) [Future Capital Requirements](index=33&type=section&id=Future%20Capital%20Requirements) The company's ability to generate cash is influenced by performance, macroeconomic conditions, and various costs, and if existing liquidity is insufficient, additional equity or debt financing may be required, potentially diluting existing shareholders - The company's ability to generate cash is influenced by performance, macroeconomic conditions, industry trends, customer collections, data costs, debt service, and dividend payments[177](index=177&type=chunk) - If existing liquidity is insufficient, the company may need to raise additional funds through equity or debt financing to meet future activities and preferred stock dividend payments[177](index=177&type=chunk) - Continued net losses and capital market volatility could impact financing ability, and equity issuance may lead to dilution for existing shareholders[177](index=177&type=chunk) [Critical Accounting Estimates](index=33&type=section&id=Critical%20Accounting%20Estimates) The company's financial statements rely on management's estimates, assumptions, and judgments, which involve significant uncertainty, and actual results may differ, with detailed information available in the 2024 10-K report - Financial statement preparation requires management to make estimates, assumptions, and judgments that involve significant discretion and uncertainty[178](index=178&type=chunk)[179](index=179&type=chunk) - Detailed critical accounting estimate information is available in the 2024 10-K report[179](index=179&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks, primarily interest rate risk under its credit agreement and foreign currency exchange rate risk from global operations, with the term loan interest rate at 11.56% as of June 30, 2025 - The company faces interest rate risk under its Credit Agreement and foreign currency exchange rate risk from global operations[180](index=180&type=chunk) - As of June 30, 2025, the term loan interest rate under the Credit Agreement was **11.56%**[180](index=180&type=chunk) - Detailed discussions on market risk are available in the 2024 10-K report[181](index=181&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) This section assesses the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, notes no significant internal control changes, and highlights the inherent limitations of internal control systems [Evaluation of Disclosure Controls and Procedures](index=34&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of June 30, 2025, the company's CEO and CFO concluded that disclosure controls and procedures were effective, providing reasonable assurance for timely information recording, processing, summarizing, and reporting - As of June 30, 2025, the company's disclosure controls and procedures were evaluated as effective[183](index=183&type=chunk) [Changes in Internal Control over Financial Reporting](index=34&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No significant changes occurred in the company's internal control over financial reporting during the quarter - No significant changes occurred in internal control over financial reporting during the quarter[184](index=184&type=chunk) [Inherent Limitation on the Effectiveness of Internal Controls](index=34&type=section&id=Inherent%20Limitation%20on%20the%20Effectiveness%20of%20Internal%20Controls) Any internal control system has inherent limitations, providing only reasonable, not absolute, assurance, and its effectiveness may diminish due to changing conditions or decreased compliance - Internal control systems have inherent limitations, providing only reasonable, not absolute, assurance[185](index=185&type=chunk) [PART II. OTHER INFORMATION](index=35&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 9, Commitments and Contingencies, in the condensed consolidated financial statements for detailed information on legal proceedings - Detailed information on legal proceedings can be found in Note 9, Commitments and Contingencies, of the condensed consolidated financial statements[188](index=188&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks of investing in the company's common stock, including adverse macroeconomic impacts, credit agreement restrictions, and potential dilution from outstanding securities and dividend obligations [Macroeconomic factors could continue to adversely affect our business and financial results.](index=35&type=section&id=Macroeconomic%20factors%20could%20continue%20to%20adversely%20affect%20our%20business%20and%20financial%20results.) Macroeconomic factors, such as inflation and recession concerns, have reduced advertiser spending, directly impacting product demand, potentially increasing costs, lowering profit margins, and making profitability targets difficult to achieve - Macroeconomic factors, including inflation, capital market volatility, and recession concerns, have led advertisers to reduce or delay advertising spending, directly impacting demand for the company's products[190](index=190&type=chunk) - Further reductions in advertising spending could lead to customer subscription terminations, delayed renewals, or renewals on unfavorable terms[191](index=191&type=chunk) - Macroeconomic factors may increase company costs, reduce profit margins, and make forecasting future revenues and costs difficult[191](index=191&type=chunk) [Our credit facility may impact our ability to operate our business and secure additional financing in the future, and any failure to meet our debt obligations could adversely affect our business and financial condition.](index=35&type=section&id=Our%20credit%20facility%20may%20impact%20our%20ability%20to%20operate%20our%20business%20and%20secure%20additional%20financing%20in%20the%20future%2C%20and%20any%20failure%20to%20meet%20our%20debt%20obligations%20could%20adversely%20affect%20our%20business%20and%20financial%20condition.) The company's senior secured credit agreement, with $44.8 million outstanding at 11.56% interest, contains restrictive and financial covenants, and failure to comply could lead to accelerated debt maturity and significant adverse impacts on business and financial condition - As of June 30, 2025, the company had **$44.8 million** in outstanding borrowings under its Credit Agreement, with an applicable interest rate of **11.56%**[192](index=192&type=chunk) - The Credit Agreement requires prepayments under certain circumstances (e.g., debt incurrence, equity issuance, asset sales) and may require annual prepayments based on excess cash flow[193](index=193&type=chunk) - The Credit Agreement includes restrictive covenants that limit the company's operating activities, such as incurring additional debt, making investments, engaging in M&A, and paying dividends[195](index=195&type=chunk) - The Credit Agreement prohibits cash dividend payments to preferred stockholders until April 1, 2026, and imposes restrictions thereafter[195](index=195&type=chunk) - Failure to meet obligations under the Credit Agreement could lead to accelerated loan maturity and have a material adverse effect on the company[196](index=196&type=chunk)[198](index=198&type=chunk) [Our outstanding securities and dividend obligations, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.](index=37&type=section&id=Our%20outstanding%20securities%20and%20dividend%20obligations%2C%20the%20stock%20or%20securities%20that%20we%20may%20issue%20under%20existing%20or%20future%20agreements%2C%20and%20certain%20provisions%20of%20those%20securities%2C%20may%20cause%20immediate%20and%20substantial%20dilution%20to%20our%20existing%20stockholders.) Existing stockholders face substantial dilution risk from preferred stock convertible into 5,151,204 common shares, cumulative dividend obligations, credit agreement restrictions on cash dividends, and potential future equity issuances from incentive plans or strategic reviews - As of June 30, 2025, preferred stock was convertible into **5,151,204 shares** of common stock[199](index=199&type=chunk) - Preferred stockholders are entitled to cumulative dividends at an annual rate of **7.5%**, increasing to **9.5%** if unpaid[199](index=199&type=chunk) - The Credit Agreement prohibits cash dividend payments until April 1, 2026, and imposes restrictions thereafter, increasing the likelihood of security-based dividend payments[195](index=195&type=chunk)[199](index=199&type=chunk) - As of June 30, 2025, accrued dividends for preferred stock totaled **$17.9 million**[199](index=199&type=chunk) - Under equity incentive plans, **99,266 shares** of common stock are reserved for stock options, **294,446 shares** for restricted stock units and deferred stock units, and **2,761,946 shares** are available for future equity awards[200](index=200&type=chunk) - The Board of Directors is conducting a strategic review that may result in the issuance of additional securities, including common stock and/or other securities convertible into common stock, further diluting existing stockholders[201](index=201&type=chunk)[202](index=202&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) For the three months ended June 30, 2025, the company did not engage in unregistered equity security sales, use proceeds from registered equity securities, or purchase issuer equity securities - For the three months ended June 30, 2025, the company did not engage in unregistered equity security sales[203](index=203&type=chunk) - For the three months ended June 30, 2025, the company did not use proceeds from registered equity securities[203](index=203&type=chunk) - For the three months ended June 30, 2025, the company did not purchase issuer equity securities[203](index=203&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Not applicable - Not applicable[204](index=204&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[205](index=205&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) For the quarter ended June 30, 2025, no directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - For the quarter ended June 30, 2025, no directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements[206](index=206&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q report, including company articles, preferred stock designations, stockholder waivers, executive certifications, and XBRL data files - Exhibits include the company's articles of incorporation, certificate of designations for preferred stock, stockholder waiver documents, executive certifications, and XBRL data files[207](index=207&type=chunk)[209](index=209&type=chunk) [SIGNATURE](index=40&type=section&id=SIGNATURE) [SIGNATURE](index=40&type=section&id=SIGNATURE) This report was duly signed on August 5, 2025, by Mary Margaret Curry, Chief Financial Officer and Treasurer, as authorized by the registrant, in accordance with the requirements of the Securities Exchange Act of 1934 - This report was signed by Chief Financial Officer and Treasurer Mary Margaret Curry on August 5, 2025[213](index=213&type=chunk)

Company Performance - comScore reported a quarterly loss of $1.37 per share, significantly worse than the Zacks Consensus Estimate of $0.63, marking an earnings surprise of -317.46% [1] - The company posted revenues of $89.39 million for the quarter ended June 2025, exceeding the Zacks Consensus Estimate by 1.69% and showing an increase from $85.84 million year-over-year [2] - Over the last four quarters, comScore has not surpassed consensus EPS estimates, indicating ongoing challenges in meeting earnings expectations [2] Stock Movement and Outlook - comScore shares have declined approximately 11% since the beginning of the year, contrasting with the S&P 500's gain of 7.6% [3] - The company's earnings outlook is crucial for assessing future stock performance, with current consensus EPS estimates at $1.00 for the coming quarter and $4.15 for the current fiscal year [7] - The estimate revisions trend for comScore was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold), suggesting the stock is expected to perform in line with the market [6] Industry Context - The Business - Services industry, to which comScore belongs, is currently ranked in the top 39% of over 250 Zacks industries, indicating a relatively strong position [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Financial Data and Key Metrics Changes - Total revenue for Q2 2025 was $89.4 million, up 4.1% from $85.8 million in the same quarter last year [11] - Adjusted EBITDA for Q2 was $8.9 million, up 24.5% year-over-year, resulting in an adjusted EBITDA margin of 10% [12] - Revenue guidance for the full year is maintained at $360 million to $370 million, with Q3 expected to be roughly flat compared to the prior year [13] Business Line Data and Key Metrics Changes - Content and ad measurement revenue was $76.8 million, up 6.3% year-over-year, driven by growth in cross-platform and local TV offerings [11] - Cross-platform revenue reached $12.8 million, a significant increase of 60% compared to the prior year, attributed to higher usage of Proximic and Comscore campaign rating solutions [11] - Research and Insight Solutions revenue decreased by 7.4% to $12.6 million, primarily due to lower renewals and timing of deliveries for custom digital products [12] Market Data and Key Metrics Changes - Local TV offerings experienced double-digit growth, contributing to the overall revenue increase [5] - Syndicated audience revenue remained flat at $64 million, with declines in national TV and syndicated digital products offset by growth in other syndicated offerings [11] Company Strategy and Development Direction - The company aims to drive growth through execution in cross-platform solutions and a focus on currency adoption [7] - Comscore is positioning itself as a leader in cross-platform measurement, with a goal to break down market silos and enhance measurement capabilities [8] - The company has retained Goldman Sachs to advise on strategic and capital structure alternatives to benefit shareholders [14] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the growth in cross-platform and local TV offerings, maintaining a balanced view of expectations for the second half of the year [13] - The CEO highlighted the importance of delivering projects ahead of schedule, indicating progress in becoming a more agile organization [6] Other Important Information - The company reported a strong partnership expansion with Google, which positively impacted the quarter [6] - The launch of Comscore Content Measurement (CCM) is expected to provide a holistic view of audience behavior across platforms [9] Q&A Session Summary Question: Insights on the cross-content measurement product - Management noted strong client demand and positive feedback for the cross-platform content measurement product, which provides a unified view of audiences across different platforms [17][18] Question: Performance of Proximic - The majority of Proximic's growth is attributed to partnerships within the programmatic ecosystem, along with direct selling efforts to agencies and brand clients [20]

Financial Performance - Comscore's Q2 2025 revenue reached $89.4 million, a 4% increase year-over-year[7, 14] - Adjusted EBITDA for Q2 2025 was $8.9 million, a 25% increase year-over-year[7, 19] - Cross-Platform products experienced substantial growth, with a 60% increase in Q2[7] - Content & Ad Measurement Solutions revenue increased by 6% year-over-year[15] - Research & Insight Solutions revenue decreased by 7% year-over-year due to lower renewals and timing of delivery for certain custom digital products[16] Growth Drivers and Strategy - Growth is expected in Cross-Platform and Linear Currency products[8] - The company anticipates single-digit growth overall[9] - The company expects over 35% growth in Linear Currency[9] - The company is innovating to deliver durable cross-platform value across the $400B+ media ecosystem[12] Guidance - The company maintains full-year revenue guidance at $360-370 million[22, 23] - The company maintains adjusted EBITDA margin rate guidance of 12-15%[22]