comScore, Inc. (NASDAQ:SCOR) Q4 2022 Results Conference Call February 28, 2023 5:00 PM ET Company Participants John Tinker - Vice President of Investor Relations Jon Carpenter - Chief Executive Officer Greg Dale - Chief Operating Officer Mary Margaret Curry - Chief Financial Officer Steve Bagdasarian - Lead Growth and Business Development Conference Call Participants Laura Martin - Needham & Company Jason Kreyer - Craig-Hallum Matthew Thornton - Truist Logan Schuh - Jefferies Operator Good day, and thank yo ...

Financial Performance - Total revenues for 2022 were $376,423 thousand, an increase of 2% from $367,013 thousand in 2021 [353]. - The net loss for 2022 was $66,561 thousand, compared to a net loss of $50,037 thousand in 2021, reflecting a 33% increase in losses [353]. - The total comprehensive loss for 2022 was $70,403 thousand, compared to $55,105 thousand in 2021, reflecting an increase of 28% [353]. - The company reported a loss per common share of $0.89 for 2022, compared to a loss of $0.78 per share in 2021 [353]. - The company’s accumulated deficit increased to $1,300,789 thousand in 2022 from $1,218,715 thousand in 2021, indicating a worsening financial position [352]. - Total stockholders' equity decreased significantly to $144,162 thousand in 2022 from $223,176 thousand in 2021, a drop of approximately 35% [352]. Cash and Liquidity - The company has $20.4 million in cash and cash equivalents, with $10.6 million held by foreign subsidiaries, potentially subject to a 5% to 15% income tax withholding if repatriated [325]. - Cash and cash equivalents decreased to $20,044 thousand in 2022 from $21,854 thousand in 2021, a decline of about 8% [352]. - The company reported net cash provided by operating activities of $34,937 thousand in 2022, an increase from $9,856 thousand in 2021 [358]. - The total cash, cash equivalents, and restricted cash at the end of 2022 was $20,442 thousand, compared to $22,279 thousand in 2021 [358]. Goodwill and Impairment - The company recorded a non-cash goodwill impairment charge of $46.3 million during the three months ended September 30, 2022, due to the estimated fair value of its reporting unit being less than its carrying value [343]. - Goodwill impairment recorded in 2022 amounted to $46,300 thousand, while there was no impairment in 2021 [353]. - The Company recognized an impairment of goodwill amounting to $46,300 thousand in 2022, while there were no impairments recorded in 2021 and 2020 [358]. Revenue Recognition - The company’s revenue recognition involves complex contracts with multiple performance obligations, requiring significant management judgment [336]. - The Company recognizes revenue based on the transfer of control to customers, reflecting the consideration expected to be entitled [421]. - The Company recognizes revenue for subscription-based products on a straight-line basis over the access period specified in the contract [427]. - Revenue recognition for impression-based products is typically based on time elapsed or volume of impressions processed during a discrete period [427]. - Contract liabilities relate to amounts billed in advance under non-cancelable contracts, with the portion to be recognized in the succeeding twelve-month period presented separately within current liabilities [432]. Foreign Currency and Market Risks - A 10% decrease in foreign currency values would decrease the company's net loss by approximately $9.6 million, while a 10% increase would increase the net loss by approximately $5.2 million for the year ended December 31, 2022 [324]. - The company has not engaged in any transactions to hedge foreign currency exchange rate risk, exposing it to adverse changes in exchange rates [323]. - As of December 31, 2022, the company had outstanding warrants with a liability of $0.7 million, which are subject to market risk based on the price of its Common Stock [320]. Debt and Credit Facilities - The company’s borrowings under the Revolving Credit Agreement bore interest at a variable rate, which increased from Daily SOFR plus 2.50% to Daily SOFR plus 3.50% as of February 24, 2023 [318]. - The Revolving Credit Agreement was amended in February 2022 to expand borrowing capacity from $25.0 million to $40.0 million [510]. - The Company is required to maintain a minimum Consolidated EBITDA of not less than $20.0 million for the most recent four fiscal quarters as of December 31, 2022 [511]. Stock and Equity - The Company issued 27,509,203 shares of Preferred Stock to Charter, Qurate, and Pine for a total of $204.0 million in March 2021 [472]. - The Company recognized $15.5 million in dividends paid to holders of Preferred Stock for the year ended December 31, 2022 [456]. - The holders of Preferred Stock are entitled to a cumulative dividend at a rate of 7.5% per annum, payable annually in arrears [479]. - The maximum number of shares available for future issuance under the 2018 Equity and Incentive Compensation Plan as of December 31, 2022, is 5,693,104 [496]. Acquisitions - The Company acquired Shareablee for a total consideration of $31.4 million, including $5.6 million for contingent consideration based on future performance [388]. - The goodwill recorded from the Shareablee acquisition was $19.2 million, reflecting expected cost synergies and the value of the acquired workforce [460]. - Shareablee contributed revenues of $0.4 million and a loss before income tax provision of $1.4 million for the year ended December 31, 2021 [464].

comScore, Inc. (NASDAQ:SCOR) Q3 2022 Earnings Conference Call November 8, 2022 5:00 PM ET Company Participants John Tinker – Vice President of Investor Relations Jon Carpenter – Chief Executive Officer Mary Margaret – Chief Financial Officer Conference Call Participants Laura Martin – Needham Operator Please keep in mind this conference is being recorded. I would now like to hand the conference over to your speaker, John Tinker, Vice President of Investor Relations. Please go ahead. John Tinker Thank you, o ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _____________________________________________ (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Delaware 54-195555 ...

| --- | --- | --- | --- | |---------------------------------------------------------|---------------------------------------------------------------|---------------------------------------------------------------|-------| | | | | | | | | | | | Jon Carpenter C H I E F E X E C U T I V E O F F I C E R | Third Quarter 2022 Earnings Call N O V E M B E R 8 , 2 0 2 2 | Mary Margaret Curry C H I E F F I N A N C I A L O F F I C E R | | | | | | | Cautionary Note Regarding Forward-Looking Statements This presentation ...

comScore, Inc. (NASDAQ:SCOR) Q2 2022 Results Conference Call August 9, 2022 5:00 PM ET Company Participants John Tinker - Investor Relations Jon Carpenter - Chief Executive Officer Mary Margaret Curry - Chief Financial Officer Carol Hinnant - Chief Revenue Officer Tania Yuki - Chief Marketing Officer & EVP of Digital David Algranati - Chief Product Officer Greg Dale - Chief Operating Officer Conference Call Participants Surinder Thind - Jefferies Operator Good day, and thank you for standing by. Welcome to ...

For the transition period from to Commission file number: 001-33520 _____________________________________________ COMSCORE, INC. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________ FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

comScore, Inc. (NASDAQ:SCOR) Q1 2022 Results Conference Call May 10, 2022 5:00 PM ET Company Participants John Tinker - Investor Relations Bill Livek - Chief Executive Officer Jon Carpenter - Chief Financial Officer Conference Call Participants Anthony Duplisea - Truist Securities Surinder Thind - Jefferies Operator Good day ladies and gentlemen and thank you for standing by. Welcome to the ComScore First Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. After ...

Financial Performance - Revenues for the three months ended March 31, 2022, were $93,966,000, representing an increase of 3.6% compared to $90,330,000 for the same period in 2021[15]. - Net loss for the three months ended March 31, 2022, was $9,276,000, a significant improvement from a net loss of $36,355,000 in the same period of 2021[15]. - The company reported a basic and diluted net loss per common share of $0.14 for the three months ended March 31, 2022, compared to $0.49 for the same period in 2021[15]. - The company reported a comprehensive loss of $9,817,000 for the three months ended March 31, 2022, compared to a comprehensive loss of $38,506,000 for the same period in 2021[15]. - Total revenue for the three months ended March 31, 2022, was $93.966 million, an increase of 4.1% compared to $90.330 million for the same period in 2021[51]. - Digital Ad Solutions revenue was $53.137 million, while Cross Platform Solutions revenue increased to $40.829 million from $37.285 million year-over-year[51]. - The United States market contributed $84.082 million to total revenue, up from $77.774 million in the prior year, representing a growth of 8.4%[51]. - Revenues for Q1 2022 were $93,966,000, a 4.0% increase from $90,330,000 in Q1 2021[106]. Expenses and Losses - The company incurred total expenses from operations of $104,512,000 for the three months ended March 31, 2022, compared to $101,789,000 for the same period in 2021[15]. - Total expenses from operations for Q1 2022 were $104,512,000, leading to a loss from operations of $10,546,000, compared to a loss of $11,459,000 in Q1 2021[106]. - Selling and marketing expenses decreased to $17,166,000, down 3.7% from $17,827,000 in Q1 2021[115]. - Research and development expenses were $9,532,000, a decrease of 7.9% from $10,353,000 in Q1 2021[117]. - General and administrative expenses increased to $18,117,000, up 25.2% from $14,468,000 in Q1 2021[119]. - Systems and bandwidth costs rose by 41.4% to $9,667,000, primarily due to cloud computing and processing costs[113]. Assets and Liabilities - Total current assets as of March 31, 2022, were $109,050,000, slightly down from $109,107,000 as of December 31, 2021[14]. - Total liabilities increased to $254,568,000 as of March 31, 2022, compared to $252,413,000 as of December 31, 2021[14]. - Total stockholders' equity decreased to $213,260,000 as of March 31, 2022, down from $223,176,000 as of December 31, 2021[14]. - The company’s accounts receivable decreased to $64,618,000 as of March 31, 2022, from $72,059,000 as of December 31, 2021[14]. - Current contract liabilities increased to $58.563 million from $54.011 million as of December 31, 2021[52]. - The contingent consideration liability increased to $7,948,000 as of March 31, 2022, from $5,600,000 as of December 31, 2021, reflecting a loss of $2,348,000 due to remeasurement[83]. Cash Flow - Cash and cash equivalents increased to $29,629,000 as of March 31, 2022, from $21,854,000 as of December 31, 2021[14]. - Net cash provided by operating activities in Q1 2022 was $12,408,000, down from $17,888,000 in Q1 2021[19]. - Net cash used in investing activities was $3.8 million for the three months ended March 31, 2022, compared to $3.7 million in 2021[149]. - Net cash used in financing activities decreased significantly to $0.7 million for the three months ended March 31, 2022, from $30.5 million for the same period in 2021[150]. Debt and Financing - The company had outstanding borrowings of $16.0 million and issued letters of credit of $3.3 million under the amended Revolving Credit Agreement as of March 31, 2022, leaving a remaining borrowing capacity of $20.7 million[71]. - The Revolving Credit Agreement was amended on February 25, 2022, increasing the borrowing capacity from $25.0 million to $40.0 million and modifying the interest rate to a SOFR-based rate[66]. - The company recorded a $9.6 million loss on extinguishment of debt in March 2021, primarily due to the write-off of unamortized deferred financing costs and issuance discounts[125]. - The company may need to raise additional funds through public or private equity or debt financing if existing cash and cash flow are insufficient for future activities[154]. Stock and Equity - The company issued 82,527,609 shares of Preferred Stock on March 10, 2021, generating gross proceeds of $204.0 million, with net proceeds totaling $187.9 million after costs[54]. - Each share of Preferred Stock was convertible into 1.057292 shares of Common Stock as of March 31, 2022, with the conversion rate set to return to 1.00 upon payment of accrued dividends on June 30, 2022[55]. - The company recognized accrued dividends to holders of Preferred Stock totaling $11.7 million as of March 31, 2022, compared to $7.9 million as of December 31, 2021, marking a 48.1% increase[90]. - As of March 31, 2022, the Preferred Stock is convertible into an aggregate of 87,255,755 shares of Common Stock, potentially causing substantial dilution to existing stockholders[172]. Corporate Governance and Compliance - The Chief Financial Officer, Jonathan Carpenter, has certified the financial reports, ensuring compliance with the Sarbanes-Oxley Act[31.1][31.2]. - The company is focused on maintaining compliance with the Securities Exchange Act of 1934, as evidenced by the signed reports[185]. - The company has filed various amendments to its Certificate of Incorporation and Bylaws, indicating ongoing corporate governance updates[3][4][5][6][7]. Strategic Partnerships and Agreements - The company entered into a Data License Agreement with Charter Communications, reflecting strategic partnerships to enhance data offerings[10.1]. - The company amended its Credit Agreement with Bank of America, which may indicate a restructuring of its financial obligations[10.2]. - The company has undergone a transition and separation agreement with former executive William Livek, suggesting changes in leadership structure[10.3]. Market and Operational Risks - The ongoing geopolitical situation, including the Russian invasion of Ukraine, may lead to increased regulatory scrutiny and operational risks[171]. - The company anticipates continued revenue growth in the movies business as consumer attendance in theaters increases[110].

PART I [Business](index=4&type=section&id=Item%201.%20Business) Comscore is a global information and analytics company measuring advertising, content, and consumer audiences across various media platforms [Overview](index=4&type=section&id=Overview) Comscore measures audiences and advertising across multiple media platforms using proprietary data science to provide a common standard for transactions - Comscore measures **advertising, content, and consumer audiences** across platforms like **connected TVs, mobile devices, computers, TV, OTT, and movie screens**[19](index=19&type=chunk) - The company's proprietary data science enables **person-level and household-level audience measurement**, removing duplicated viewing across devices[19](index=19&type=chunk) - Customers include a wide range of media ecosystem players such as **digital publishers, television networks, movie studios, brand advertisers, and agencies**[19](index=19&type=chunk) [Recent Key Developments](index=4&type=section&id=Recent%20Key%20Developments) In 2021, Comscore experienced leadership changes, acquired Shareablee for social media insights, and raised $204.0 million through strategic investments - Jonathan Carpenter was appointed as CFO and Treasurer, effective November 29, 2021, while CEO William Livek announced his planned retirement in February 2022[21](index=21&type=chunk)[22](index=22&type=chunk) - Acquired Shareablee, Inc. on December 16, 2021, for up to **$45.0 million**, integrating social media engagement insights into its Media Metrix® and Video Metrix® products[23](index=23&type=chunk)[25](index=25&type=chunk) - Completed strategic investment transactions with Charter, Qurate, and Pine on March 10, 2021, issuing Series B Convertible Preferred Stock for **$204.0 million** to repay outstanding senior secured convertible notes[26](index=26&type=chunk) [Our Approach to Media Measurement](index=5&type=section&id=Our%20Approach%20to%20Media%20Measurement) Comscore's measurement approach combines extensive data collection from panels and third-party sources with advanced data science for cross-platform audience insights - Data collection methods include **proprietary consumer panels, website/app tagging, licensed third-party data, and TV viewership information** from millions of screens[30](index=30&type=chunk) - Key data science innovations include the **UDM methodology** for combining panel and server data, **cross-platform audience de-duplication**, and accredited **Invalid Traffic filtration** methods[33](index=33&type=chunk) [Our Products and Services](index=6&type=section&id=Our%20Products%20and%20Services) Comscore's products are organized into Ratings and Planning, Analytics and Optimization, and Movies Reporting and Analytics, covering audience measurement, campaign evaluation, and box office results - Products and services are categorized into **Ratings and Planning, Analytics and Optimization, and Movies Reporting and Analytics** solution groups[35](index=35&type=chunk) - **Ratings and Planning** products (e.g., Media Metrix, TV Essentials) measure audience size, reach, and demographics across TV and digital platforms[36](index=36&type=chunk) - **Analytics and Optimization** products (e.g., vCE, Lift Models, Activation Solutions) offer solutions for ad campaign planning, validation, and evaluation[36](index=36&type=chunk)[37](index=37&type=chunk) - **Movies Reporting and Analytics** products (e.g., Box Office Essentials, PostTrak) provide real-time measurement of movie ticket sales and audience demographics worldwide[38](index=38&type=chunk) [New Product Investments and Releases](index=8&type=section&id=New%20Product%20Investments%20and%20Releases) Comscore is developing privacy-centric, cookieless solutions, launching Predictive Audiences, enhancing Branded Content reporting with AI, and introducing Consumer Intelligence for local markets - The company is adapting to a **privacy-centric, cookieless environment** by leveraging panel data and participating in industry initiatives like the ANA's Cross-Media Measurement pilot[40](index=40&type=chunk)[41](index=41&type=chunk) - Launched **'Predictive Audiences'** in Q1 2021, a cookie-free targeting solution for digital, mobile, and CTV campaigns[43](index=43&type=chunk) - Partnered with Hive to use **AI-powered computer vision for logo detection**, enhancing Branded Content reporting to measure audience size and demographics[44](index=44&type=chunk) - Introduced **'Comscore Consumer Intelligence,'** a local market tool providing granular insights into consumer purchasing behavior and media interaction[45](index=45&type=chunk)[46](index=46&type=chunk) [Competition](index=10&type=section&id=Competition) Comscore operates in a highly competitive market, competing with full-service research firms, TV measurement startups, and online advertising companies based on accuracy and product breadth - Key competitors include **Nielsen, Ipsos, GfK, VideoAmp, iSpot, Google, Facebook, DoubleVerify, Integral Ad Science, SimilarWeb, and Adobe Analytics**[50](index=50&type=chunk) - Competition is based on providing **accurate, deduplicated audience measurement** across digital and TV platforms, **data reliability, technological adaptation**, and **product breadth**[50](index=50&type=chunk) [Government Regulation and Privacy](index=10&type=section&id=Government%20Regulation%20and%20Privacy) Comscore's business is subject to complex and evolving U.S. and international data privacy laws, including GDPR, CCPA/CPRA, and LGPD, with non-compliance risking substantial penalties - The company is subject to numerous data security and privacy laws, including **GDPR in Europe, CCPA/CPRA in California, and LGPD in Brazil**[53](index=53&type=chunk)[54](index=54&type=chunk) - Failure to comply with these evolving regulations could result in **substantial penalties** and affect the company's ability to conduct business effectively[54](index=54&type=chunk) [Human Capital Management](index=11&type=section&id=Human%20Capital%20Management) As of January 31, 2022, Comscore had 1,355 employees, with a focus on Product and Technology, emphasizing employee engagement, diversity, and inclusion Employee Distribution by Function (as of Dec 31, 2021) | Functional Area | Percent of Employees | | :--- | :--- | | Product and Technology | 53% | | Sales and Service | 22% | | Movies | 14% | | General and Administrative | 11% | - As of January 31, 2022, the company had **1,355 employees** and 145 contingent providers/contractors[56](index=56&type=chunk) - The company promotes **diversity and inclusion**, with **40% of its global workforce being female** and **40% of its U.S. employees identifying as a person of color** as of year-end 2021[65](index=65&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from the COVID-19 pandemic, intense competition, reliance on third-party data, evolving privacy regulations, operational failures, and financial challenges including net losses and debt obligations - **Business & Technology Risks:** The COVID-19 pandemic could continue to have adverse effects, intense market competition, failure to provide complete analytics or respond to technological developments, and critical dependence on third-party data pose significant threats[85](index=85&type=chunk)[89](index=89&type=chunk)[93](index=93&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - **Operational & Financial Risks:** Failure to meet analyst expectations, a history of net losses, potential inability to service debt and dividend obligations, and further impairment of goodwill are key financial concerns[86](index=86&type=chunk)[124](index=124&type=chunk)[128](index=128&type=chunk)[131](index=131&type=chunk)[137](index=137&type=chunk) - **Legal & Regulatory Risks:** Concerns over privacy violations and data breaches, domestic and foreign laws (like GDPR, CCPA) limiting data collection, and intellectual property infringement claims present ongoing legal challenges[87](index=87&type=chunk)[142](index=142&type=chunk)[146](index=146&type=chunk)[150](index=150&type=chunk) - **Capital Structure Risks:** Holders of Series B Preferred Stock have significant influence and consent rights, potentially conflicting with common stockholders' interests, and the credit facility contains restrictive covenants limiting operational flexibility[88](index=88&type=chunk)[162](index=162&type=chunk)[169](index=169&type=chunk) [Properties](index=31&type=section&id=Item%202.%20Properties) Comscore's corporate headquarters are in Reston, Virginia, occupying 84,000 square feet, with additional leased offices globally, though most employees currently work remotely - The corporate headquarters in Reston, Virginia, consists of approximately **84,000 square feet** of leased office space[184](index=184&type=chunk) - Other material leased locations include offices in **Portland, New York, and Chicago**[189](index=189&type=chunk) - As of December 31, 2021, the company leased facilities in **25 locations globally**, with about **45,000 square feet being subleased**[184](index=184&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=32&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Comscore's common stock trades on Nasdaq under 'SCOR', with 104 stockholders of record as of February 24, 2022, and its performance lagged major indices from 2016 to 2021 - The company's common stock is traded on The Nasdaq Global Select Market under the symbol **\"SCOR\"**[191](index=191&type=chunk) - As of February 24, 2022, there were **104 stockholders of record**[192](index=192&type=chunk) - The stock performance from **2016 to 2021 lagged behind major indices** including the Nasdaq Composite, S&P MidCap 400, and Nasdaq Computer Index[193](index=193&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Comscore's 2021 total revenue increased by 3.1% to $367.0 million, driven by Analytics and Optimization growth, while reporting a net loss of $50.0 million and improving cash from operations to $9.9 million [Results of Operations](index=34&type=section&id=Results%20of%20Operations) In 2021, total revenues grew 3.1% to $367.0 million, primarily from Analytics and Optimization, resulting in a net loss of $50.0 million and increased cost of revenues due to higher data costs Consolidated Statement of Operations Summary (in thousands) | | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | **Revenues** | **$367,013** | **$356,036** | **$388,645** | | Total expenses from operations | $395,878 | $377,311 | $699,112 | | Loss from operations | $(28,865) | $(21,275) | $(310,467) | | **Net loss** | **$(50,037)** | **$(47,918)** | **$(338,996)** | Revenues by Solution Group (2021 vs 2020, in thousands) | Solution Group | 2021 | 2020 | $ Variance | % Variance | | :--- | :--- | :--- | :--- | :--- | | Ratings and Planning | $255,073 | $253,652 | $1,421 | 0.6% | | Analytics and Optimization | $81,306 | $69,080 | $12,226 | 17.7% | | Movies Reporting and Analytics | $30,634 | $33,304 | $(2,670) | (8.0)% | | **Total revenues** | **$367,013** | **$356,036** | **$10,977** | **3.1%** | - Cost of revenues increased by **$22.3 million (12.4%)** in 2021, primarily due to a **$10.6 million increase in data costs**, including an expanded license with Charter[222](index=222&type=chunk) - Selling and marketing expenses decreased by **$3.3 million (4.7%)** in 2021, driven by lower commission expense and reduced office footprint[225](index=225&type=chunk) - General and administrative expenses increased by **$6.0 million (10.7%)** in 2021, mainly due to higher stock-based compensation and professional fees related to a new ERP system implementation[231](index=231&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) Comscore's liquidity was significantly impacted by raising $204.0 million from preferred stock issuance in March 2021 to repay senior notes, resulting in $9.9 million net cash from operations Cash Flow Summary (in thousands) | | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $9,856 | $717 | $(4,636) | | Net cash used in investing activities | $(14,648) | $(15,555) | $(10,460) | | Net cash (used in) provided by financing activities | $(22,452) | $(2,096) | $31,973 | - On March 10, 2021, the company raised **$204.0 million** in gross proceeds by issuing Series B Convertible Preferred Stock, using the funds to repay its senior secured convertible notes[260](index=260&type=chunk)[261](index=261&type=chunk) - Entered into a new revolving credit agreement on May 5, 2021, with **$16.0 million in borrowings** and **$3.3 million in letters of credit** outstanding as of December 31, 2021[262](index=262&type=chunk)[263](index=263&type=chunk) - As of December 31, 2021, the company has a total fixed payment obligation of **$325.8 million** for data licensing agreements with MVPDs, with terms ranging from one to nine years[290](index=290&type=chunk) [Critical Accounting Estimates](index=45&type=section&id=Critical%20Accounting%20Estimates) Comscore's critical accounting estimates involve significant judgment in revenue recognition, particularly for bundled contracts, and annual goodwill impairment analysis using discounted cash flow and market approaches - **Revenue Recognition:** Significant judgments are required to identify distinct performance obligations and estimate the standalone selling price (SSP) for bundled products, impacting the timing and amount of revenue recognized[296](index=296&type=chunk)[298](index=298&type=chunk) - **Goodwill Impairment:** Goodwill is tested annually by comparing the fair value of the single reporting unit to its carrying value, determined using discounted cash flow and market approaches reliant on key assumptions[299](index=299&type=chunk)[301](index=301&type=chunk) - Key assumptions for the 2021 goodwill impairment analysis included a **long-term growth rate of 3.0%** and a **discount rate of 19.0%**[303](index=303&type=chunk)[304](index=304&type=chunk) - As of the October 1, 2021 annual assessment, the estimated fair value of the reporting unit **exceeded its carrying value by approximately 40%**, indicating no impairment[307](index=307&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Comscore is exposed to interest rate risk from variable-rate borrowings, financial instrument risk from warrants sensitive to stock price, and foreign currency risk from global operations - The company is subject to **interest rate risk** on its Revolving Credit Agreement, which has a variable rate based on the Daily SOFR[311](index=311&type=chunk) - The warrants liability, valued at **$10.5 million** at year-end 2021, is subject to market risk, where a **10% increase in stock price would increase Series A Warrants' fair value by $1.5 million**[313](index=313&type=chunk)[314](index=314&type=chunk) - The company has **foreign currency risk** from its global operations, with a 10% adverse change in foreign currency values potentially increasing the net loss by approximately **$5.7 million for 2021**[315](index=315&type=chunk)[317](index=317&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Comscore's audited consolidated financial statements for the three years ended December 31, 2021, including balance sheets, statements of operations, cash flows, and detailed notes [Report of Independent Registered Public Accounting Firm](index=50&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Deloitte & Touche LLP issued an unqualified opinion on Comscore's 2021 financial statements and internal controls, highlighting critical audit matters in revenue recognition, goodwill impairment, and preferred stock accounting - Deloitte & Touche LLP issued an **unqualified opinion** on the financial statements and the effectiveness of internal control over financial reporting as of December 31, 2021[322](index=322&type=chunk)[323](index=323&type=chunk) - **Critical Audit Matter 1:** Revenue recognition, focusing on judgments in identifying performance obligations, determining transaction prices, and allocating them[327](index=327&type=chunk)[328](index=328&type=chunk) - **Critical Audit Matter 2:** Goodwill impairment analysis, specifically the significant judgments in forecasting future revenue and selecting the discount rate[331](index=331&type=chunk)[333](index=333&type=chunk) - **Critical Audit Matter 3:** Accounting for the preferred stock transaction, highlighting the complexity of analyzing embedded derivative features and classification[337](index=337&type=chunk)[339](index=339&type=chunk) [Consolidated Financial Statements](index=53&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show Comscore's total assets at $663.5 million and total liabilities at $252.4 million as of December 31, 2021, with a net loss of $50.0 million for the year Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Total current assets | $109,107 | $137,030 | | **Total assets** | **$663,474** | **$677,970** | | Total current liabilities | $165,371 | $184,275 | | **Total liabilities** | **$252,413** | **$448,980** | | Convertible redeemable preferred stock | $187,885 | $— | | **Total stockholders' equity** | **$223,176** | **$228,990** | Consolidated Statement of Operations Data (in thousands) | | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Revenues | $367,013 | $356,036 | $388,645 | | Loss from operations | $(28,865) | $(21,275) | $(310,467) | | **Net loss** | **$(50,037)** | **$(47,918)** | **$(338,996)** | | Net loss per share (Basic & Diluted) | $(0.78) | $(0.67) | $(5.33) | [Notes to Consolidated Financial Statements](index=59&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the Shareablee acquisition for $31.4 million, the $204 million Series B Preferred Stock issuance and senior notes extinguishment, lease obligations, and related party transactions - Acquired Shareablee on December 16, 2021, for total purchase consideration of **$31.4 million**, resulting in **$19.2 million of goodwill** and **$12.6 million of definite-lived intangible assets**[442](index=442&type=chunk)[444](index=444&type=chunk) - As of December 31, 2021, the company has approximately **$210 million of revenue** expected to be recognized from remaining performance obligations under long-term contracts[454](index=454&type=chunk) - Issued **82,527,609 shares of Series B Convertible Preferred Stock** for net proceeds of **$187.9 million**, with a **7.5% cumulative annual dividend**, classified as mezzanine equity[455](index=455&type=chunk)[462](index=462&type=chunk)[361](index=361&type=chunk) - Used proceeds from the preferred stock issuance to extinguish **$204.0 million of senior secured convertible notes**, resulting in a **loss on extinguishment of $9.3 million**[495](index=495&type=chunk)[498](index=498&type=chunk) - As of December 31, 2021, the company had federal and state net operating loss carryforwards of **$620.0 million** and **$1,403.0 million**, respectively, subject to limitation[542](index=542&type=chunk) [Controls and Procedures](index=90&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2021, an assessment also affirmed by Deloitte & Touche LLP - The principal executive officer and principal financial officer concluded that **disclosure controls and procedures were effective** as of December 31, 2021[565](index=565&type=chunk) - Management concluded that **internal control over financial reporting was effective** as of December 31, 2021, an assessment audited by Deloitte & Touche LLP, which also issued an unqualified opinion[566](index=566&type=chunk)[567](index=567&type=chunk) - A new **enterprise resource planning (ERP) system** was implemented in Q3 2021, leading to changes in reporting processes and internal controls[569](index=569&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=93&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2022 Proxy Statement - Information required by this item is **incorporated by reference** from the company's 2022 Proxy Statement[584](index=584&type=chunk) [Executive Compensation](index=93&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's 2022 Proxy Statement - Information required by this item is **incorporated by reference** from the company's 2022 Proxy Statement[586](index=586&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=93&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of beneficial owners, management, and related stockholder matters is incorporated by reference from the company's 2022 Proxy Statement - Information required by this item is **incorporated by reference** from the company's 2022 Proxy Statement[587](index=587&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=93&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's 2022 Proxy Statement - Information required by this item is **incorporated by reference** from the company's 2022 Proxy Statement[588](index=588&type=chunk) [Principal Accounting Fees and Services](index=93&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's 2022 Proxy Statement - Information required by this item is **incorporated by reference** from the company's 2022 Proxy Statement[589](index=589&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=94&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K, with other schedules omitted as inapplicable - This section contains the list of **financial statements and exhibits** filed as part of the 10-K report[592](index=592&type=chunk)