Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33520 | |
Entity Registrant Name | COMSCORE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 54-1955550 | |
Entity Address, Address Line One | 11950 Democracy Drive, Suite 600 | |
Entity Address, City or Town | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20190 | |
City Area Code | 703 | |
Local Phone Number | 438-2000 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | SCOR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 95,086,334 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001158172 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 22,657 | $ 20,044 |
Restricted cash | 398 | 398 |
Accounts receivable, net of allowances of $864 and $798, respectively ($675 and $1,034 of accounts receivable attributable to related parties, respectively) | 54,404 | 68,457 |
Prepaid expenses and other current assets | 13,852 | 15,922 |
Total current assets | 91,311 | 104,821 |
Property and equipment, net | 37,835 | 36,367 |
Operating right-of-use assets | 22,721 | 23,864 |
Deferred tax assets | 3,479 | 3,351 |
Intangible assets, net | 9,716 | 13,327 |
Goodwill | 344,066 | 387,973 |
Other non-current assets | 10,350 | 10,883 |
Total assets | 519,478 | 580,586 |
Current liabilities: | ||
Accounts payable ($14,103 and $12,090 attributable to related parties, respectively) | 31,354 | 29,090 |
Accrued expenses ($4,372 and $4,297 attributable to related parties, respectively) | 38,237 | 43,393 |
Contract liabilities ($1,026 and $1,341 attributable to related parties, respectively) | 52,737 | 52,944 |
Revolving line of credit | 16,000 | 0 |
Accrued dividends (related parties) | 15,559 | 7,863 |
Customer advances | 9,567 | 11,527 |
Current portion of contingent consideration | 3,648 | 7,134 |
Current operating lease liabilities | 8,053 | 7,639 |
Warrants liability | 945 | 718 |
Other current liabilities | 2,255 | 4,783 |
Total current liabilities | 178,355 | 165,091 |
Non-current operating lease liabilities | 26,990 | 29,588 |
Non-current portion of accrued data costs ($18,855 and $15,471 attributable to related parties, respectively) | 28,918 | 25,106 |
Non-current revolving line of credit | 0 | 16,000 |
Deferred tax liabilities | 1,418 | 2,127 |
Other non-current liabilities | 7,128 | 10,627 |
Total liabilities | 242,809 | 248,539 |
Commitments and contingencies | ||
Convertible redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized and 82,527,609 shares issued and outstanding as of June 30, 2023 and 82,527,609 shares authorized, issued and outstanding as of December 31, 2022; aggregate liquidation preference of $219,559 as of June 30, 2023, and $211,863 as of December 31, 2022 (related parties) | 187,885 | 187,885 |
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of June 30, 2023 and 7,472,391 shares authorized as of December 31, 2022; no shares issued or outstanding as of June 30, 2023 or December 31, 2022 | 0 | 0 |
Common stock, $0.001 par value; 275,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 101,851,130 shares issued and 95,086,334 shares outstanding as of June 30, 2023, and 98,869,738 shares issued and 92,104,942 shares outstanding as of December 31, 2022 | 95 | 92 |
Additional paid-in capital | 1,695,281 | 1,690,783 |
Accumulated other comprehensive loss | (14,542) | (15,940) |
Accumulated deficit | (1,362,066) | (1,300,789) |
Treasury stock, at cost, 6,764,796 shares as of June 30, 2023 and December 31, 2022 | (229,984) | (229,984) |
Total stockholders' equity | 88,784 | 144,162 |
Total liabilities, convertible redeemable preferred stock and stockholders' equity | $ 519,478 | $ 580,586 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Accounts receivable allowances | $ 864 | $ 798 |
Accounts receivable, net | 54,404 | 68,457 |
Current liabilities: | ||
Accounts payable | 31,354 | 29,090 |
Accrued expenses | 38,237 | 43,393 |
Current contract liabilities | 52,737 | 52,944 |
Non-current portion of accrued data costs | $ 28,918 | $ 25,106 |
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible redeemable preferred stock, shares authorized (in shares) | 100,000,000 | 82,527,609 |
Convertible redeemable preferred stock, shares issued (in shares) | 82,527,609 | 82,527,609 |
Preferred stock owned, (in shares) | 82,527,609 | 82,527,609 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 7,472,391 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 275,000,000 | 275,000,000 |
Common stock, shares issued (in shares) | 101,851,130 | 98,869,738 |
Common stock, shares outstanding (in shares) | 95,086,334 | 92,104,942 |
Treasury stock, at cost (in shares) | 6,764,796 | 6,764,796 |
Related Party | ||
Current assets: | ||
Accounts receivable, net | $ 675 | $ 1,034 |
Current liabilities: | ||
Accounts payable | 14,103 | 12,090 |
Accrued expenses | 4,372 | 4,297 |
Current contract liabilities | 1,026 | 1,341 |
Non-current portion of accrued data costs | 18,855 | 15,471 |
Convertible redeemable preferred stock, aggregate liquidation preference | $ 219,559 | $ 211,863 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenues | [1],[2] | $ 93,684 | $ 91,434 | $ 185,242 | $ 185,400 |
Cost of revenues | [1],[2],[3],[4] | 52,958 | 51,467 | 104,887 | 104,385 |
Selling and marketing | [3],[4] | 17,036 | 17,485 | 34,190 | 34,651 |
Research and development | [3],[4] | 8,790 | 9,917 | 17,709 | 19,449 |
General and administrative | [3],[4] | 13,274 | 17,103 | 26,848 | 35,220 |
Impairment of goodwill | 44,100 | 0 | 44,100 | 0 | |
Restructuring | 4,104 | 0 | 5,102 | 0 | |
Amortization of intangible assets | 801 | 6,772 | 3,612 | 13,551 | |
Total expenses from operations | 141,063 | 102,744 | 236,448 | 207,256 | |
Loss from operations | (47,379) | (11,310) | (51,206) | (21,856) | |
Other income (expense), net | 1,609 | 4,557 | (203) | 6,990 | |
(Loss) gain from foreign currency transactions | (168) | 2,527 | (1,634) | 2,947 | |
Interest expense, net | (363) | (176) | (715) | (376) | |
Loss before income taxes | (46,301) | (4,402) | (53,758) | (12,295) | |
Income tax benefit (provision) | 1,392 | (648) | 178 | (2,031) | |
Net loss | (44,909) | (5,050) | (53,580) | (14,326) | |
Net loss available to common stockholders: | |||||
Net loss | (44,909) | (5,050) | (53,580) | (14,326) | |
Convertible redeemable preferred stock dividends | [1],[2] | (3,872) | (3,868) | (7,697) | (7,693) |
Total net loss available to common stockholders, basic | (48,781) | (8,918) | (61,277) | (22,019) | |
Total net loss available to common stockholders, diluted | $ (48,781) | $ (8,918) | $ (61,277) | $ (22,019) | |
Net loss per common share: | |||||
Basic (in dollars per share) | $ (0.51) | $ (0.10) | $ (0.65) | $ (0.24) | |
Diluted (in dollars per share) | $ (0.51) | $ (0.10) | $ (0.65) | $ (0.24) | |
Weighted-average number of shares used in per share calculation - Common Stock: | |||||
Basic (in shares) | 95,528,637 | 92,405,250 | 94,690,383 | 92,048,120 | |
Diluted (in shares) | 95,528,637 | 92,405,250 | 94,690,383 | 92,048,120 | |
Comprehensive loss: | |||||
Net loss | $ (44,909) | $ (5,050) | $ (53,580) | $ (14,326) | |
Other comprehensive (loss) income: | |||||
Foreign currency cumulative translation adjustment | (119) | (4,544) | 1,398 | (5,085) | |
Total comprehensive loss | $ (45,028) | $ (9,594) | $ (52,182) | $ (19,411) | |
[1] (2) Transactions with related parties are included in the line items above as follows (refer to Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 2,937 $ 4,186 $ 5,946 $ 8,598 Cost of revenues 7,366 7,773 15,073 15,441 Convertible redeemable preferred stock dividends (3,872) (3,868) (7,697) (7,693) (1) Excludes amortization of intangible assets, which is presented as a separate line item. (3) Stock-based compensation expense is included in the line items above as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 244 $ 421 $ 322 $ 722 Selling and marketing 210 409 315 672 Research and development 193 311 248 511 General and administrative 1,014 2,121 1,893 3,893 Total stock-based compensation expense $ 1,661 $ 3,262 $ 2,778 $ 5,798 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenues | [1],[2] | $ 93,684 | $ 91,434 | $ 185,242 | $ 185,400 |
Cost of revenues | [1],[2],[3],[4] | 52,958 | 51,467 | 104,887 | 104,385 |
Convertible redeemable preferred stock dividends | [1],[2] | (3,872) | (3,868) | (7,697) | (7,693) |
Total stock-based compensation expense | 1,661 | 3,262 | 2,778 | 5,798 | |
Cost of revenues | |||||
Total stock-based compensation expense | 244 | 421 | 322 | 722 | |
Selling and marketing | |||||
Total stock-based compensation expense | 210 | 409 | 315 | 672 | |
Research and development | |||||
Total stock-based compensation expense | 193 | 311 | 248 | 511 | |
General and administrative | |||||
Total stock-based compensation expense | 1,014 | 2,121 | 1,893 | 3,893 | |
Related Party | |||||
Revenues | 2,937 | 4,186 | 5,946 | 8,598 | |
Convertible redeemable preferred stock dividends | (3,872) | (3,868) | (7,697) | (7,693) | |
Related Party | Cost of revenues | |||||
Cost of revenues | $ 7,366 | $ 7,773 | $ 15,073 | $ 15,441 | |
[1] (2) Transactions with related parties are included in the line items above as follows (refer to Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 2,937 $ 4,186 $ 5,946 $ 8,598 Cost of revenues 7,366 7,773 15,073 15,441 Convertible redeemable preferred stock dividends (3,872) (3,868) (7,697) (7,693) (1) Excludes amortization of intangible assets, which is presented as a separate line item. (3) Stock-based compensation expense is included in the line items above as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 244 $ 421 $ 322 $ 722 Selling and marketing 210 409 315 672 Research and development 193 311 248 511 General and administrative 1,014 2,121 1,893 3,893 Total stock-based compensation expense $ 1,661 $ 3,262 $ 2,778 $ 5,798 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury stock, at cost | |
Beginning balance (in shares) at Dec. 31, 2021 | 82,527,609 | ||||||
Beginning balance at Dec. 31, 2021 | $ 187,885 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 82,527,609 | ||||||
Ending balance at Mar. 31, 2022 | $ 187,885 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 90,407,290 | ||||||
Beginning balance at Dec. 31, 2021 | 223,176 | $ 90 | $ 1,683,883 | $ (12,098) | $ (1,218,715) | $ (229,984) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (9,276) | (9,276) | |||||
Convertible redeemable preferred stock dividends | [1] | (3,825) | (3,825) | ||||
Restricted stock units distributed (in shares) | 212,246 | ||||||
Restricted stock units distributed | 0 | ||||||
Exercise of Common Stock options (in shares) | 86,941 | ||||||
Exercise of Common Stock options | 103 | $ 1 | 102 | ||||
Payments for taxes related to net share settlement of equity awards (in shares) | (474) | ||||||
Payments for taxes related to net share settlement of equity awards | (1) | (1) | |||||
Amortization of stock-based compensation | 1,908 | 1,908 | |||||
Settlement of restricted stock unit liability | 1,719 | 1,719 | |||||
Foreign currency translation adjustment | (541) | (541) | |||||
Other (in shares) | 661 | ||||||
Other | (3) | (3) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 90,705,342 | ||||||
Ending balance at Mar. 31, 2022 | $ 213,260 | $ 91 | 1,687,608 | (12,639) | (1,231,816) | (229,984) | |
Beginning balance (in shares) at Dec. 31, 2021 | 82,527,609 | ||||||
Beginning balance at Dec. 31, 2021 | $ 187,885 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 82,527,609 | ||||||
Ending balance at Jun. 30, 2022 | $ 187,885 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 90,407,290 | ||||||
Beginning balance at Dec. 31, 2021 | 223,176 | $ 90 | 1,683,883 | (12,098) | (1,218,715) | (229,984) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (14,326) | ||||||
Foreign currency translation adjustment | (5,085) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 91,773,392 | ||||||
Ending balance at Jun. 30, 2022 | $ 201,787 | $ 92 | 1,689,596 | (17,183) | (1,240,734) | (229,984) | |
Beginning balance (in shares) at Mar. 31, 2022 | 82,527,609 | ||||||
Beginning balance at Mar. 31, 2022 | $ 187,885 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 82,527,609 | ||||||
Ending balance at Jun. 30, 2022 | $ 187,885 | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 90,705,342 | ||||||
Beginning balance at Mar. 31, 2022 | 213,260 | $ 91 | 1,687,608 | (12,639) | (1,231,816) | (229,984) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (5,050) | (5,050) | |||||
Convertible redeemable preferred stock dividends | [1] | (3,868) | (3,868) | ||||
Restricted stock units distributed (in shares) | 958,594 | ||||||
Restricted stock units distributed | 1 | $ 1 | |||||
Exercise of Common Stock options (in shares) | 745 | ||||||
Exercise of Common Stock options | 0 | ||||||
Payments for taxes related to net share settlement of equity awards (in shares) | (12,646) | ||||||
Payments for taxes related to net share settlement of equity awards | (23) | (23) | |||||
Amortization of stock-based compensation | 2,011 | 2,011 | |||||
Foreign currency translation adjustment | (4,544) | (4,544) | |||||
Other (in shares) | 121,357 | ||||||
Other | 0 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 91,773,392 | ||||||
Ending balance at Jun. 30, 2022 | $ 201,787 | $ 92 | 1,689,596 | (17,183) | (1,240,734) | (229,984) | |
Beginning balance (in shares) at Dec. 31, 2022 | 82,527,609 | ||||||
Beginning balance at Dec. 31, 2022 | $ 187,885 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 82,527,609 | ||||||
Ending balance at Mar. 31, 2023 | $ 187,885 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 92,104,942 | 92,104,942 | |||||
Beginning balance at Dec. 31, 2022 | $ 144,162 | $ 92 | 1,690,783 | (15,940) | (1,300,789) | (229,984) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (8,671) | (8,671) | |||||
Convertible redeemable preferred stock dividends | [1] | (3,825) | (3,825) | ||||
Restricted stock units distributed (in shares) | 286,038 | ||||||
Restricted stock units distributed | 0 | ||||||
Exercise of Common Stock options (in shares) | 3,000 | ||||||
Exercise of Common Stock options | 3 | 3 | |||||
Payments for taxes related to net share settlement of equity awards (in shares) | (34,452) | ||||||
Payments for taxes related to net share settlement of equity awards | (48) | (48) | |||||
Amortization of stock-based compensation | 879 | 879 | |||||
Settlement of restricted stock unit liability | 2,761 | 2,761 | |||||
Foreign currency translation adjustment | 1,517 | 1,517 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 92,359,528 | ||||||
Ending balance at Mar. 31, 2023 | $ 136,778 | $ 92 | 1,694,378 | (14,423) | (1,313,285) | (229,984) | |
Beginning balance (in shares) at Dec. 31, 2022 | 82,527,609 | ||||||
Beginning balance at Dec. 31, 2022 | $ 187,885 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 82,527,609 | ||||||
Ending balance at Jun. 30, 2023 | $ 187,885 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 92,104,942 | 92,104,942 | |||||
Beginning balance at Dec. 31, 2022 | $ 144,162 | $ 92 | 1,690,783 | (15,940) | (1,300,789) | (229,984) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (53,580) | ||||||
Foreign currency translation adjustment | $ 1,398 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 95,086,334 | 95,086,334 | |||||
Ending balance at Jun. 30, 2023 | $ 88,784 | $ 95 | 1,695,281 | (14,542) | (1,362,066) | (229,984) | |
Beginning balance (in shares) at Mar. 31, 2023 | 82,527,609 | ||||||
Beginning balance at Mar. 31, 2023 | $ 187,885 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 82,527,609 | ||||||
Ending balance at Jun. 30, 2023 | $ 187,885 | ||||||
Beginning balance (in shares) at Mar. 31, 2023 | 92,359,528 | ||||||
Beginning balance at Mar. 31, 2023 | 136,778 | $ 92 | 1,694,378 | (14,423) | (1,313,285) | (229,984) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (44,909) | (44,909) | |||||
Convertible redeemable preferred stock dividends | [1] | (3,872) | (3,872) | ||||
Restricted stock units distributed (in shares) | 2,735,991 | ||||||
Restricted stock units distributed | 3 | $ 3 | |||||
Payments for taxes related to net share settlement of equity awards (in shares) | (9,185) | ||||||
Payments for taxes related to net share settlement of equity awards | (12) | (12) | |||||
Amortization of stock-based compensation | 915 | 915 | |||||
Foreign currency translation adjustment | $ (119) | (119) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 95,086,334 | 95,086,334 | |||||
Ending balance at Jun. 30, 2023 | $ 88,784 | $ 95 | $ 1,695,281 | $ (14,542) | $ (1,362,066) | $ (229,984) | |
[1]Transactions for these line items were exclusively with related parties (refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity and Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information). |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Operating activities: | ||||||||
Net loss | $ (44,909) | $ (8,671) | $ (5,050) | $ (9,276) | $ (53,580) | $ (14,326) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Impairment of goodwill | 44,100 | 0 | 44,100 | 0 | $ 46,300 | |||
Depreciation | 9,593 | 8,356 | ||||||
Amortization of intangible assets | 801 | 6,772 | 3,612 | 13,551 | ||||
Non-cash operating lease expense | 2,847 | 2,990 | ||||||
Stock-based compensation expense | 2,778 | 5,798 | ||||||
Amortization expense of finance leases | 849 | 1,360 | ||||||
Deferred tax (benefit) provision | (675) | 781 | ||||||
Change in fair value of warrants liability | (1,588) | (4,560) | 227 | (6,995) | ||||
Change in fair value of contingent consideration liability | 155 | 2,403 | ||||||
Other | 860 | 1,128 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 14,301 | 14,413 | ||||||
Prepaid expenses and other assets | 2,093 | (2,278) | ||||||
Accounts payable, accrued expenses and other liabilities | (4,094) | 2,544 | ||||||
Contract liabilities and customer advances | (3,070) | (1,642) | ||||||
Operating lease liabilities | (3,778) | (3,850) | ||||||
Net cash provided by operating activities | 16,218 | 24,233 | ||||||
Investing activities: | ||||||||
Capitalized internal-use software costs | (10,884) | (7,587) | ||||||
Purchases of property and equipment | (1,122) | (669) | ||||||
Net cash used in investing activities | (12,006) | (8,256) | ||||||
Financing activities: | ||||||||
Contingent consideration payment at initial value | (1,037) | 0 | ||||||
Principal payments on finance leases | (888) | (1,456) | ||||||
Payments for dividends on convertible redeemable preferred stock | [1] | 0 | (15,512) | |||||
Other | (254) | (21) | ||||||
Net cash used in financing activities | (2,179) | (16,989) | ||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 580 | (1,208) | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 2,613 | (2,220) | ||||||
Cash, cash equivalents and restricted cash at beginning of period | $ 20,442 | $ 22,279 | 20,442 | 22,279 | 22,279 | |||
Cash, cash equivalents and restricted cash at end of period | 23,055 | 20,059 | 23,055 | 20,059 | 20,442 | |||
Cash and cash equivalents | 22,657 | 19,634 | 22,657 | 19,634 | 20,044 | |||
Restricted cash | 398 | 425 | 398 | 425 | 398 | |||
Total cash, cash equivalents and restricted cash | $ 23,055 | $ 20,059 | 23,055 | 20,059 | $ 20,442 | |||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Convertible redeemable preferred stock dividends accrued but not yet paid (related parties) | 7,697 | 0 | ||||||
Settlement of restricted stock unit liability | 2,761 | 1,719 | ||||||
Right-of-use assets obtained in exchange for operating lease liabilities | 1,239 | 0 | ||||||
Change in accounts payable and accrued expenses related to capital expenditures | 722 | 979 | ||||||
Right-of-use assets obtained in exchange for finance lease liabilities | $ 0 | $ 1,106 | ||||||
[1] (1) Transactions for this line item were exclusively with related parties (refer to Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information). |
Organization
Organization | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures audiences, consumer behavior and advertising across media platforms. Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its Chief Executive Officer ("CEO"), who decides how to allocate resources and assess performance. The Company has one operating segment. A single management team reports to the CODM, who manages the entire business. The Company's CODM reviews consolidated results of operations to make decisions, allocate resources and assess performance and does not evaluate the profit or loss from any separate geography or product line. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. Reclassification Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, accrued dividends have been separated from other current liabilities on the Condensed Consolidated Balance Sheets. Unaudited Interim Financial Information The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 10-K"). The Condensed Consolidated Results of Operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023 or thereafter. All references to June 30, 2023 and 2022 in the Notes to Condensed Consolidated Financial Statements are unaudited. Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. Goodwill The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the respective carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required. The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions. As of June 30, 2023, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the decline in the Company's stock price and market capitalization among other factors. The Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $44.1 million non-cash impairment charge. For further information refer to Footnote 4 , Goodwill . Preferred Stock In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. (together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $0.001 ("Preferred Stock") described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction. The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of June 30, 2023 because a deemed liquidation event is not considered probable. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of June 30, 2023, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible. Warrants Liability In June 2019, the Company issued warrants to CVI Investments, Inc. ("CVI") in connection with the private placement described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of net cash settlement features associated with a cap on the issuance of shares, under certain circumstances, or upon a change of control. Changes in the fair value of these instruments are recorded in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The fair value of each warrant is estimated utilizing an option pricing model. Significant valuation inputs include the exercise price, price and expected volatility of the Company's Common Stock, risk-free rate, and the remaining term of the warrants. As of June 30, 2023, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique. Other Income (Expense), Net Other income (expense), net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations. The following is a summary of the components of other income (expense), net: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Change in fair value of warrants liability $ 1,588 $ 4,560 $ (227) $ 6,995 Other 21 (3) 24 (5) Total other income (expense), net $ 1,609 $ 4,557 $ (203) $ 6,990 Loss Per Share The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, warrants, stock options and restricted stock units, and contingent consideration liability to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share. The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Preferred stock (1) 87,255,753 87,255,753 85,708,361 85,708,361 Warrants 5,457,026 5,457,026 5,457,026 5,457,026 Stock options and restricted stock units 6,291,041 4,461,988 5,977,191 4,566,611 Contingent consideration (2) 6,044,444 4,174,757 6,044,444 4,174,757 Total 105,048,264 101,349,524 103,187,022 99,906,755 (1) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Preferred Stock if they elected to convert their shares at the beginning of the period. (2) A contingent consideration liability was recognized as part of the Company's acquisition of Shareablee, Inc. ("Shareablee") in December 2021. The liability payments may be settled in any combination of cash or shares of Common Stock (at the Company's election) based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the date of each payment. Settlement of this liability in Common Stock could potentially dilute basic earnings per share in future periods. The Company paid $3.6 million of the total $3.7 million first installment in cash through the second quarter of 2023. The remaining amount of the first installment will be settled in cash and is therefore excluded from Common Stock equivalents herein. The Company calculated a potential anti-dilutive share count based on the remaining expected payments totaling $4.9 million and the $0.81 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on June 30, 2023. The Company calculated a potential anti-dilutive share count based on the expected payments totaling $8.6 million and the $2.06 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on June 30, 2022. Income Taxes A significant portion of the Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company anticipates the Transactions may have triggered further limitations but has not yet reached a final conclusion as to whether an ownership change occurred and to what extent its net operating loss carryforwards are further limited. If an ownership change occurred as a result of the Transactions, the annual limitation under Section 382 may cause a significant portion of the Company's net operating loss carryforwards to expire prior to use. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax assets related to these limited U.S. federal and state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table presents the Company's revenue disaggregated by solution group, geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer. The Company has one reportable segment in accordance with ASC 280, Segment Reporting ; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 By solution group: Digital Ad Solutions $ 52,649 $ 51,630 $ 103,096 $ 104,767 Cross Platform Solutions 41,035 39,804 82,146 80,633 Total $ 93,684 $ 91,434 $ 185,242 $ 185,400 By geographical market: United States $ 84,999 $ 81,631 $ 167,640 $ 165,713 Europe 4,545 4,475 9,228 9,682 Latin America 1,705 2,136 3,425 3,926 Canada 1,420 2,174 2,841 3,993 Other 1,015 1,018 2,108 2,086 Total $ 93,684 $ 91,434 $ 185,242 $ 185,400 By timing of revenue recognition: Products and services transferred over time $ 78,968 $ 76,738 $ 156,624 $ 154,682 Products and services transferred at a point in time 14,716 14,696 28,618 30,718 Total $ 93,684 $ 91,434 $ 185,242 $ 185,400 Contract Balances The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers: As of As of (In thousands) June 30, 2023 December 31, 2022 Accounts receivable, net $ 54,404 $ 68,457 Current and non-current contract assets 6,149 6,736 Current contract liabilities 52,737 52,944 Current customer advances 9,567 11,527 Non-current contract liabilities 110 887 Significant changes in the current contract liabilities balance are as follows: Six Months Ended June 30, (In thousands) 2023 2022 Revenue recognized that was included in the opening contract liabilities balance $ (41,009) $ (43,405) Cash received or amounts billed in advance and not recognized as revenue 40,832 44,740 Remaining Performance Obligations As of June 30, 2023, approximately $220 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year. The Company expects to recognize revenue on approximately 28% of these remaining performance obligations during the remainder of 2023, approximately 39% in 2024, and approximately 18% in 2025, with the remainder recognized thereafter. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. As of June 30, 2023, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the decline in the Company's stock price and market capitalization, among other factors. The Company performed quantitative testing on its reporting unit using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach. The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis. The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $44.1 million impairment charge for the three months ended June 30, 2023. The change in the carrying value of goodwill is as follows: (In thousands) Balance as of December 31, 2021 $ 435,711 Translation adjustments (1,438) Impairment charge (46,300) Balance as of December 31, 2022 $ 387,973 Translation adjustments 193 Impairment charge (44,100) Balance as of June 30, 2023 $ 344,066 |
Convertible Redeemable Preferre
Convertible Redeemable Preferred Stock and Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Convertible Redeemable Preferred Stock and Stockholders' Equity | Convertible Redeemable Preferred Stock and Stockholders' Equity 2021 Issuance of Preferred Stock On March 10, 2021, the Company issued and sold 82,527,609 shares of Preferred Stock in exchange for aggregate gross proceeds of $204.0 million. Net proceeds from the Transactions totaled $187.9 million after deducting issuance costs. The Preferred Stock is convertible at the option of the holders at any time into shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock. The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. As of June 30, 2023, each share of Preferred Stock would have been convertible into 1.076270 shares of Common Stock, with such assumed conversion rate scheduled to return to 1.00 upon payment of accrued dividends. As of June 30, 2023, no shares of Preferred Stock have been converted into Common Stock. The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances. In addition, such holders are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on March 10, 2021 (the "Stockholders Agreement"). As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend. At an annual meeting of stockholders of the Company held on June 15, 2023 (the "Annual Meeting"), the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date (the "Waivers"), and the Company's Board of Directors elected to defer the June 30, 2023 payment. Under the Waivers and the Certificate of Designations governing the Preferred Stock, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023 subject to certain conditions. As of June 30, 2023, accrued dividends for the Preferred Stock totaled $15.6 million. 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI, pursuant to which CVI agreed to purchase (i) 2,728,513 shares of Common Stock (the "Initial Shares"), at a price of 7.33 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired in 2020. The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 2,728,513 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares issuable under the Company's Series A Warrants was increased by 2,728,513. The Series A Warrants are exercisable by the holders for a period of five years from the CVI Closing Date and are currently exercisable into 5,457,026 shares of Common Stock. The Series A Warrants may be exercised for cash or through a net settlement feature under certain circumstances. The exercise price for the Series A Warrants is subject to anti-dilution adjustment in certain circumstances, including upon certain issuances of capital stock. Upon the issuance of the Preferred Stock in 2021, the Company adjusted the exercise price of the Series A Warrants from $12.00 to $2.4719 per share, the closing price of the Transactions. On March 15, 2023, the Company granted Common Stock awards to certain non-executive employees valued at $1.01 per share (the closing price of the Common Stock on March 15, 2023) under the Company's annual incentive compensation plan, resulting in a further adjustment of the Series A Warrants exercise price from $2.4719 to $1.01 per share. The estimated fair value of the Series A Warrants immediately after the exercise price adjustment on March 15, 2023 was $1.7 million, reflecting an increase of $1.0 million compared to the value as of December 31, 2022. CVI will not have the right to exercise any warrant that would result in CVI beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such exercise. CVI has the right, in its discretion, to raise this threshold up to 9.99% with 60 days' notice to the Company. In addition, if and to the extent the exercise of any warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other warrants, result in the issuance of 20.0% or more of the outstanding Common Stock of the Company on the CVI Closing Date, the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash. The estimated fair value of the Series A Warrants as of June 30, 2023 was $0.9 million. Refer to Footnote 7 , Fair Value Measurements , for further information. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Revolving Credit Agreement On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Revolving Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent (in such capacity, the "Agent"), and the lenders from time to time party thereto. The Revolving Credit Agreement had an original borrowing capacity equal to $25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Revolving Credit Agreement) that was based on LIBOR. The Company may also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which reduces the amount of available borrowings by the amount of such issued and outstanding letters of credit. The facility has a maturity of three years from the closing date of the agreement. On February 25, 2022, the Company entered into an amendment (the "2022 Amendment") to the Revolving Credit Agreement to expand its aggregate borrowing capacity from $25.0 million to $40.0 million. The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50%. Finally, the amendment modified certain financial covenants under the Revolving Credit Agreement. On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Revolving Credit Agreement. Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Revolving Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Revolving Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50%. As modified, the Revolving Credit Agreement requires the Company to maintain: • minimum Consolidated EBITDA (as defined in the Revolving Credit Agreement) of not less than $22.0 million, $24.0 million, $32.0 million and $35.0 million for the most recently ended four fiscal quarter period, tested as of the last day of the fiscal quarters ending on March 31, June 30, September 30 and December 31, 2023, respectively; • a minimum Consolidated Asset Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 2.0 to 1.0, tested as of the last day of each calendar month through maturity of the Revolving Credit Agreement; • a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Revolving Credit Agreement) of not less than 1.25 to 1.0 for the most recently ended four fiscal quarter period, tested as of the last day of each fiscal quarter ending on or after March 31, 2024; and • minimum Liquidity (as defined in the Revolving Credit Agreement) of $28.0 million, tested as of the last business day of each calendar month through maturity of the Revolving Credit Agreement. The Revolving Credit Agreement contains restrictive covenants that limit the Company's ability to, among other things, incur additional indebtedness or liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates. The Revolving Credit Agreement is also subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the Agent or the Required Lenders may accelerate any amounts outstanding and terminate lender commitments. The Company was in compliance with the covenants under the amended Revolving Credit Agreement as of June 30, 2023. The Revolving Credit Agreement is guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Revolving Credit Agreement)) and is secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions. As of June 30, 2023, the Company had outstanding borrowings of $16.0 million, and issued and outstanding letters of credit of $3.4 million, under the amended Revolving Credit Agreement, with remaining borrowing capacity of $20.6 million. During the three months ended June 30, 2023, the Company reclassified the outstanding borrowings to current liabilities from non-current liabilities as the facility matures in May 2024. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company's financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets on a recurring basis consist of the following: As of As of June 30, 2023 December 31, 2022 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 109 $ — $ — $ 109 $ 2,455 $ — $ — $ 2,455 Liabilities Contingent consideration liability (2) $ — $ 4,701 $ — $ 4,701 $ — $ 8,158 $ — $ 8,158 Warrants liability (3) — — 945 945 — — 718 718 Total liabilities $ — $ 4,701 $ 945 $ 5,646 $ — $ 8,158 $ 718 $ 8,876 (1) Level 1 cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $1.00 per share by investing in liquid, high quality U.S. dollar-denominated money market instruments with maturities less than three months. (2) The fair value of this liability as of June 30, 2023 and December 31, 2022 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date. The non-current portion of the contingent consideration liability is classified within non-current liabilities in the Condensed Consolidated Balance Sheets. The current portion of the contingent consideration liability was $3.6 million and $7.1 million as of June 30, 2023 and December 31, 2022, respectively. The non-current portion of the contingent consideration liability was $1.1 million as of June 30, 2023 and $1.0 million as of December 31, 2022. (3) The fair value of this liability is derived from a technique which utilizes inputs, certain of which are significant and unobservable, that result in classification as a Level 3 fair value measurement. Warrants liability includes only the Series A warrants as of June 30, 2023 and December 31, 2022. The elimination of the option pricing model used to value the contingent consideration liability reflected a change in the Company's valuation technique during the three and six months ended June 30, 2022. There were no changes to the Company's valuation techniques or methodologies during the three and six months ended June 30, 2023. The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the six months ended June 30, 2023 and 2022, respectively: (In thousands) Warrants Liability Balance as of December 31, 2022 $ 718 Total loss recognized due to remeasurement (1) 227 Balance as of June 30, 2023 $ 945 (1) The loss on remeasurement of the warrants liability was recorded in other income (expense), net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. (In thousands) Contingent Consideration Liability Warrants Liability Balance as of December 31, 2021 $ 5,600 $ 10,520 Total loss (gain) recognized due to remeasurement (1) 2,348 (6,995) Transfer to Level 2 (2) (7,948) — Balance as of June 30, 2022 $ — $ 3,525 (1) The loss due to remeasurement of the contingent consideration liability was recorded in general and administrative expense, and the gain on remeasurement of the warrants liability was recorded in other income (expense), net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. (2) The contingent consideration liability was transferred from Level 3 to Level 2 at the beginning of the second quarter of 2022 due to the resolution of the contingency regarding the amount of consideration payable. The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of June 30, 2023 and December 31, 2022 that are measured at fair value on a recurring basis: Fair Value Measurements Significant Valuation Technique Significant Valuation Inputs June 30, 2023 December 31, 2022 Warrants liability Option pricing Stock price $0.81 $1.16 Exercise price $1.01 $2.47 Volatility 70.0% 65.0% Term 0.99 years 1.49 years Risk-free rate 5.4% 4.6% The primary sensitivities in the valuation of the warrants liability are driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term. Fair Value Measurements on a Nonrecurring Basis For the three months ended June 30, 2023, the Company recorded a goodwill impairment charge of $44.1 million. Refer to Footnote 4 , Goodwill for further details. The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses | Accrued Expenses As of As of (In thousands) June 30, 2023 December 31, 2022 Accrued data costs $ 17,800 $ 18,515 Payroll and payroll-related 10,898 15,118 Professional fees 1,955 2,410 Restructuring accrual 3,284 1,288 Other 4,300 6,062 Total accrued expenses $ 38,237 $ 43,393 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Transactions with WPP As of June 30, 2023 (based on public filings), WPP plc and its affiliates ("WPP") owned 11,319,363 shares of the Company's outstanding Common Stock, representing 11.9% of the outstanding Common Stock. The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts. The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Revenues $ 2,116 $ 3,369 $ 4,424 $ 6,710 Cost of revenues 2,387 2,234 5,123 4,374 The Company has the following balances related to transactions with WPP, as reflected in the Condensed Consolidated Balance Sheets: As of As of (In thousands) June 30, 2023 December 31, 2022 Assets Accounts receivable, net $ 457 $ 825 Liabilities Accounts payable $ 2,090 $ 2,398 Accrued expenses 1,030 1,108 Contract liabilities 728 1,132 Transactions with Charter, Qurate, Liberty and Pine Through May 15, 2023, Charter, Qurate, and Pine each held 33.3% of the outstanding shares of Preferred Stock. On May 16, 2023, Qurate sold its Preferred Stock to Liberty, and as of June 30, 2023, Charter, Liberty and Pine each hold 33.3% of the outstanding shares of Preferred Stock. Charter, Liberty and Pine are entitled to convert the Preferred Stock into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations. As of June 30, 2023 (based on public filings), Pine also owned 2,193,088 shares of the Company's outstanding Common Stock, representing 2.3% of the outstanding Common Stock. In addition, Charter, Liberty and Pine each designated two members of the Company's Board in accordance with the Stockholders Agreement. At the Annual Meeting on June 15, 2023, the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date. The deferred dividends will accrue at a rate of 9.5% per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023 subject to certain conditions. As of June 30, 2023, Charter, Liberty and Pine each owned 27,509,203 shares of Preferred Stock. As of June 30, 2023, total accrued dividends to the holders of Preferred Stock were $15.6 million. As of December 31, 2022, Charter, Qurate and Pine each owned 27,509,203 shares of Preferred Stock. Accrued dividends to the holders of Preferred Stock as of December 31, 2022 were $7.9 million. Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter. Under the DLA, Charter Operating will bill the Company for license fees according to a payment schedule that gradually increases from $10.0 million in the first year of the term to $32.3 million in the tenth year of the term. The Company recognizes expense for the license fees ratably over the term. On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company will receive license fee credits totaling $7.0 million. In June 2023, the Company exchanged correspondence with counsel to Charter Operating regarding Charter Operating's compliance with certain terms of the DLA. In response, Charter Operating denied the Company's concerns and notified the Company of alleged breaches of the DLA by the Company. Charter Operating demanded that the Company cure the alleged breaches and pay outstanding balances to Charter Operating by August 6, 2023. If either party were to terminate the DLA, all amounts then due to Charter Operating would be immediately due and payable, and Charter Operating could seek liquidated damages as set forth in the DLA. To date, however, neither party has indicated that it intends to terminate the DLA, and the parties are discussing a resolution to the matter. The Company's results from transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are detailed below: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Revenues $ 514 $ 546 $ 999 $ 1,272 Cost of revenues 4,979 5,539 9,950 11,067 The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Balance Sheet: As of As of (In thousands) June 30, 2023 December 31, 2022 Accounts payable $ 12,013 $ 9,693 Accrued expenses 3,342 3,189 Non-current portion of accrued data costs 18,855 15,471 The Company recognized revenues of $0.2 million during the three months ended June 30, 2023 and 2022, and $0.4 million during the six months ended June 30, 2023 and 2022 from transactions with Qurate and its affiliates in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company had no transactions with Liberty and Pine for the three and six months ended June 30, 2023 and 2022. |
Organizational Restructuring
Organizational Restructuring | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Organizational Restructuring | Organizational Restructuring On September 29, 2022, the Company communicated a workforce reduction as part of its broader efforts to improve cost efficiency and better align its operating structure and resources with strategic priorities (collectively, the "Restructuring Plan"). In addition to employee terminations, the Restructuring Plan is expected to include the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce the Company's data center footprint; and reduction of other operating expenses, including software and facility costs. The Company may also determine to exit certain activities in certain geographic regions in order to more effectively align resources with business priorities. In connection with the Restructuring Plan, which was authorized by the Board on September 19, 2022, the Company will incur certain exit-related costs. These costs are estimated to range between $10 million and $15 million. The Company expects implementation of the Restructuring Plan, including cash payments, to be substantially complete in the fourth quarter of 2023. The table below summarizes the activity and balance of the restructuring liability as of June 30, 2023 and December 31, 2022, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets, and the changes in the accrued amounts for the six months ended June 30, 2023: (In thousands) Severance and Related Costs Other Total Restructuring Balance as of December 31, 2022 $ 1,288 $ — $ 1,288 Restructuring expense 4,661 441 5,102 Payments (2,691) (370) (3,061) Foreign exchange (44) — (44) Balance as of June 30, 2023 $ 3,214 $ 71 $ 3,285 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with multichannel video programming distributors ("MVPDs") and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms of less than one year to eight years. As of June 30, 2023, the total fixed payment obligations related to set-top box and connected television data agreements are $286.0 million and $4.4 million, respectively. The information set forth below summarizes the contractual obligations, by year, as of June 30, 2023: (In thousands) 2023 (remaining) $ 18,490 2024 29,966 2025 29,756 2026 37,006 2027 37,506 Thereafter 137,699 Total $ 290,423 In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $4.5 million by the end of 2023. Contingencies The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees related to contingencies are expensed as incurred. The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period. Vendor Contract Dispute In April 2023, the Company received correspondence from counsel to a TV data provider disputing the manner in which payments by the Company to the data provider are calculated under a 2018 data license agreement between the parties. The aggregate amount in dispute for periods through June 30, 2023 is approximately $2.9 million. The Company disagrees with the data provider's interpretation of the license agreement and believes it has a strong position with respect to the calculation of payments during the term. As of June 30, 2023, the Company cannot reasonably estimate the potential loss, if any, that may be incurred in this matter. Other Matters The Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors. Indemnification The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its directors and officers, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification. Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. |
Reclassification | Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, accrued dividends have been separated from other current liabilities on the Condensed Consolidated Balance Sheets. |
Unaudited Interim Financial Information | The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 10-K"). The Condensed Consolidated Results of Operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2023 or thereafter. All references to June 30, 2023 and 2022 in the Notes to Condensed Consolidated Financial Statements are unaudited. |
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. |
Goodwill | The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the respective carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required. The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions. |
Preferred Stock | The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction. The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of June 30, 2023 because a deemed liquidation event is not considered probable. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of June 30, 2023, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible. |
Warrants Liability | In June 2019, the Company issued warrants to CVI Investments, Inc. ("CVI") in connection with the private placement described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . The warrants were determined to be freestanding financial instruments that qualify for liability treatment as a result of net cash settlement features associated with a cap on the issuance of shares, under certain circumstances, or upon a change of control. Changes in the fair value of these instruments are recorded in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The fair value of each warrant is estimated utilizing an option pricing model. Significant valuation inputs include the exercise price, price and expected volatility of the Company's Common Stock, risk-free rate, and the remaining term of the warrants. As of June 30, 2023, the probability of a change of control was determined to be remote and did not require an enhancement to the valuation technique. |
Other Income, Net | Other income (expense), net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations. |
Loss Per Share | The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, warrants, stock options and restricted stock units, and contingent consideration liability to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share. |
Income Taxes | A significant portion of the Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company anticipates the Transactions may have triggered further limitations but has not yet reached a final conclusion as to whether an ownership change occurred and to what extent its net operating loss carryforwards are further limited. If an ownership change occurred as a result of the Transactions, the annual limitation under Section 382 may cause a significant portion of the Company's net operating loss carryforwards to expire prior to use. Due to the Company's valuation allowance position in the United States, the required revaluation of its deferred tax assets related to these limited U.S. federal and state net operating loss carryforwards is not expected to have a material impact on the Condensed Consolidated Financial Statements or related disclosures. |
Fair Value Measurements | The primary sensitivities in the valuation of the warrants liability are driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Other Income, Net | The following is a summary of the components of other income (expense), net: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Change in fair value of warrants liability $ 1,588 $ 4,560 $ (227) $ 6,995 Other 21 (3) 24 (5) Total other income (expense), net $ 1,609 $ 4,557 $ (203) $ 6,990 |
Schedule of Common Stock Equivalents for Securities Outstanding Excluded from Earnings Per Share Calculations | The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Preferred stock (1) 87,255,753 87,255,753 85,708,361 85,708,361 Warrants 5,457,026 5,457,026 5,457,026 5,457,026 Stock options and restricted stock units 6,291,041 4,461,988 5,977,191 4,566,611 Contingent consideration (2) 6,044,444 4,174,757 6,044,444 4,174,757 Total 105,048,264 101,349,524 103,187,022 99,906,755 (1) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Preferred Stock if they elected to convert their shares at the beginning of the period. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenue disaggregated by solution group, geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer. The Company has one reportable segment in accordance with ASC 280, Segment Reporting ; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment. Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 By solution group: Digital Ad Solutions $ 52,649 $ 51,630 $ 103,096 $ 104,767 Cross Platform Solutions 41,035 39,804 82,146 80,633 Total $ 93,684 $ 91,434 $ 185,242 $ 185,400 By geographical market: United States $ 84,999 $ 81,631 $ 167,640 $ 165,713 Europe 4,545 4,475 9,228 9,682 Latin America 1,705 2,136 3,425 3,926 Canada 1,420 2,174 2,841 3,993 Other 1,015 1,018 2,108 2,086 Total $ 93,684 $ 91,434 $ 185,242 $ 185,400 By timing of revenue recognition: Products and services transferred over time $ 78,968 $ 76,738 $ 156,624 $ 154,682 Products and services transferred at a point in time 14,716 14,696 28,618 30,718 Total $ 93,684 $ 91,434 $ 185,242 $ 185,400 |
Schedule of Contract Balances | The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers: As of As of (In thousands) June 30, 2023 December 31, 2022 Accounts receivable, net $ 54,404 $ 68,457 Current and non-current contract assets 6,149 6,736 Current contract liabilities 52,737 52,944 Current customer advances 9,567 11,527 Non-current contract liabilities 110 887 Significant changes in the current contract liabilities balance are as follows: Six Months Ended June 30, (In thousands) 2023 2022 Revenue recognized that was included in the opening contract liabilities balance $ (41,009) $ (43,405) Cash received or amounts billed in advance and not recognized as revenue 40,832 44,740 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Value of Goodwill | The change in the carrying value of goodwill is as follows: (In thousands) Balance as of December 31, 2021 $ 435,711 Translation adjustments (1,438) Impairment charge (46,300) Balance as of December 31, 2022 $ 387,973 Translation adjustments 193 Impairment charge (44,100) Balance as of June 30, 2023 $ 344,066 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value | The Company's financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets on a recurring basis consist of the following: As of As of June 30, 2023 December 31, 2022 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market funds (1) $ 109 $ — $ — $ 109 $ 2,455 $ — $ — $ 2,455 Liabilities Contingent consideration liability (2) $ — $ 4,701 $ — $ 4,701 $ — $ 8,158 $ — $ 8,158 Warrants liability (3) — — 945 945 — — 718 718 Total liabilities $ — $ 4,701 $ 945 $ 5,646 $ — $ 8,158 $ 718 $ 8,876 (1) Level 1 cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $1.00 per share by investing in liquid, high quality U.S. dollar-denominated money market instruments with maturities less than three months. (2) The fair value of this liability as of June 30, 2023 and December 31, 2022 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date. The non-current portion of the contingent consideration liability is classified within non-current liabilities in the Condensed Consolidated Balance Sheets. The current portion of the contingent consideration liability was $3.6 million and $7.1 million as of June 30, 2023 and December 31, 2022, respectively. The non-current portion of the contingent consideration liability was $1.1 million as of June 30, 2023 and $1.0 million as of December 31, 2022. |
Schedule of Changes in Level 3 Fair Valued Instruments | The following tables present the changes in the Company's recurring Level 3 fair valued instruments for the six months ended June 30, 2023 and 2022, respectively: (In thousands) Warrants Liability Balance as of December 31, 2022 $ 718 Total loss recognized due to remeasurement (1) 227 Balance as of June 30, 2023 $ 945 (1) The loss on remeasurement of the warrants liability was recorded in other income (expense), net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. (In thousands) Contingent Consideration Liability Warrants Liability Balance as of December 31, 2021 $ 5,600 $ 10,520 Total loss (gain) recognized due to remeasurement (1) 2,348 (6,995) Transfer to Level 2 (2) (7,948) — Balance as of June 30, 2022 $ — $ 3,525 (1) The loss due to remeasurement of the contingent consideration liability was recorded in general and administrative expense, and the gain on remeasurement of the warrants liability was recorded in other income (expense), net, in the Condensed Consolidated Statements of Operations and Comprehensive Loss. (2) The contingent consideration liability was transferred from Level 3 to Level 2 at the beginning of the second quarter of 2022 due to the resolution of the contingency regarding the amount of consideration payable. |
Schedule of Valuation Techniques and Significant Unobservable Inputs for Level 3 Liabilities | The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of June 30, 2023 and December 31, 2022 that are measured at fair value on a recurring basis: Fair Value Measurements Significant Valuation Technique Significant Valuation Inputs June 30, 2023 December 31, 2022 Warrants liability Option pricing Stock price $0.81 $1.16 Exercise price $1.01 $2.47 Volatility 70.0% 65.0% Term 0.99 years 1.49 years Risk-free rate 5.4% 4.6% |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses | As of As of (In thousands) June 30, 2023 December 31, 2022 Accrued data costs $ 17,800 $ 18,515 Payroll and payroll-related 10,898 15,118 Professional fees 1,955 2,410 Restructuring accrual 3,284 1,288 Other 4,300 6,062 Total accrued expenses $ 38,237 $ 43,393 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Revenues $ 2,116 $ 3,369 $ 4,424 $ 6,710 Cost of revenues 2,387 2,234 5,123 4,374 The Company has the following balances related to transactions with WPP, as reflected in the Condensed Consolidated Balance Sheets: As of As of (In thousands) June 30, 2023 December 31, 2022 Assets Accounts receivable, net $ 457 $ 825 Liabilities Accounts payable $ 2,090 $ 2,398 Accrued expenses 1,030 1,108 Contract liabilities 728 1,132 The Company's results from transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are detailed below: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Revenues $ 514 $ 546 $ 999 $ 1,272 Cost of revenues 4,979 5,539 9,950 11,067 The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Balance Sheet: As of As of (In thousands) June 30, 2023 December 31, 2022 Accounts payable $ 12,013 $ 9,693 Accrued expenses 3,342 3,189 Non-current portion of accrued data costs 18,855 15,471 |
Organizational Restructuring (T
Organizational Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Accrued Restructuring Expenses and Changes in Accrued Amounts | The table below summarizes the activity and balance of the restructuring liability as of June 30, 2023 and December 31, 2022, which is recorded in accrued expenses in the Condensed Consolidated Balance Sheets, and the changes in the accrued amounts for the six months ended June 30, 2023: (In thousands) Severance and Related Costs Other Total Restructuring Balance as of December 31, 2022 $ 1,288 $ — $ 1,288 Restructuring expense 4,661 441 5,102 Payments (2,691) (370) (3,061) Foreign exchange (44) — (44) Balance as of June 30, 2023 $ 3,214 $ 71 $ 3,285 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation | The information set forth below summarizes the contractual obligations, by year, as of June 30, 2023: (In thousands) 2023 (remaining) $ 18,490 2024 29,966 2025 29,756 2026 37,006 2027 37,506 Thereafter 137,699 Total $ 290,423 |
Organization (Details)
Organization (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 16, 2023 shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) reporting_unit $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Jan. 31, 2021 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Impairment of goodwill | $ | $ 44,100 | $ 0 | $ 44,100 | $ 0 | $ 46,300 | ||
Convertible redeemable preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Number of reporting units | reporting_unit | 1 | ||||||
Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sale of stock (in shares) | shares | 27,509,203 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Change in fair value of warrants liability | $ 1,588 | $ 4,560 | $ (227) | $ 6,995 |
Other | 21 | (3) | 24 | (5) |
Total other income (expense), net | $ 1,609 | $ 4,557 | $ (203) | $ 6,990 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Securities Excluded From Earnings Per Share Calculations (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) trading_day $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Preferred stock (in shares) | 87,255,753 | 87,255,753 | 85,708,361 | 85,708,361 | |
Warrants (in shares) | 5,457,026 | 5,457,026 | 5,457,026 | 5,457,026 | |
Stock options and restricted stock units (in shares) | 6,291,041 | 4,461,988 | 5,977,191 | 4,566,611 | |
Contingent consideration (in shares) | 6,044,444 | 4,174,757 | 6,044,444 | 4,174,757 | |
Total (in shares) | 105,048,264 | 101,349,524 | 103,187,022 | 99,906,755 | |
Weighted average trading days | trading_day | 10 | ||||
Payment for contingent consideration liability | $ | $ 3.6 | ||||
Contingent consideration liability | $ | $ 4.9 | $ 8.6 | $ 4.9 | $ 8.6 | |
Closing price (in dollars per share) | $ / shares | $ 0.81 | $ 2.06 | |||
First Installment | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Contingent consideration liability | $ | $ 3.7 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Revenue from Contract with Customer [Abstract] | |
Number of reportable segments | 1 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Disaggregation of Revenue | |||||
Total | [1],[2] | $ 93,684 | $ 91,434 | $ 185,242 | $ 185,400 |
Products and services transferred over time | |||||
Disaggregation of Revenue | |||||
Total | 78,968 | 76,738 | 156,624 | 154,682 | |
Products and services transferred at a point in time | |||||
Disaggregation of Revenue | |||||
Total | 14,716 | 14,696 | 28,618 | 30,718 | |
United States | |||||
Disaggregation of Revenue | |||||
Total | 84,999 | 81,631 | 167,640 | 165,713 | |
Europe | |||||
Disaggregation of Revenue | |||||
Total | 4,545 | 4,475 | 9,228 | 9,682 | |
Latin America | |||||
Disaggregation of Revenue | |||||
Total | 1,705 | 2,136 | 3,425 | 3,926 | |
Canada | |||||
Disaggregation of Revenue | |||||
Total | 1,420 | 2,174 | 2,841 | 3,993 | |
Other | |||||
Disaggregation of Revenue | |||||
Total | 1,015 | 1,018 | 2,108 | 2,086 | |
Digital Ad Solutions | |||||
Disaggregation of Revenue | |||||
Total | 52,649 | 51,630 | 103,096 | 104,767 | |
Cross Platform Solutions | |||||
Disaggregation of Revenue | |||||
Total | $ 41,035 | $ 39,804 | $ 82,146 | $ 80,633 | |
[1] (2) Transactions with related parties are included in the line items above as follows (refer to Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 2,937 $ 4,186 $ 5,946 $ 8,598 Cost of revenues 7,366 7,773 15,073 15,441 Convertible redeemable preferred stock dividends (3,872) (3,868) (7,697) (7,693) |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 54,404 | $ 68,457 |
Current and non-current contract assets | 6,149 | 6,736 |
Current contract liabilities | 52,737 | 52,944 |
Current customer advances | 9,567 | 11,527 |
Non-current contract liabilities | $ 110 | $ 887 |
Revenue Recognition - Changes i
Revenue Recognition - Changes in Contract Balances (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized that was included in the opening contract liabilities balance | $ (41,009) | $ (43,405) |
Cash received or amounts billed in advance and not recognized as revenue | $ 40,832 | $ 44,740 |
Revenue Recognition - Transacti
Revenue Recognition - Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, remaining performance obligation | $ 220 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, remaining performance obligation, percentage | 28% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, remaining performance obligation, percentage | 39% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, remaining performance obligation, percentage | 18% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Impairment of goodwill | $ 44,100 | $ 0 | $ 44,100 | $ 0 | $ 46,300 |
Goodwill - Schedule of Carrying
Goodwill - Schedule of Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | |||||
Beginning balance | $ 387,973 | $ 435,711 | $ 435,711 | ||
Translation adjustments | 193 | (1,438) | |||
Impairment charge | $ (44,100) | $ 0 | (44,100) | $ 0 | (46,300) |
Ending balance | $ 344,066 | $ 344,066 | $ 387,973 |
Convertible Redeemable Prefer_2
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 15, 2023 | Mar. 15, 2023 USD ($) $ / shares | Mar. 10, 2021 USD ($) $ / shares shares | Oct. 14, 2019 shares | Jun. 23, 2019 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||||
Shares converted (in shares) | shares | 0 | |||||||||
Dividend rate (percent) | 7.50% | |||||||||
Deferred dividend rate (percent) | 0.095 | |||||||||
Accrued dividends | $ 15,600 | $ 15,600 | $ 7,900 | |||||||
Common stock warrants exercised (in shares) | shares | 2,728,513 | |||||||||
Number of shares callable by warrants (in shares) | shares | 5,457,026 | |||||||||
Warrants liability | 945 | 945 | $ 718 | |||||||
Change in fair value of warrants liability | (1,588) | $ (4,560) | 227 | $ (6,995) | ||||||
Series A Warrant | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||||
Number of shares callable by warrants (in shares) | shares | 2,728,513 | |||||||||
Warrants liability | $ 900 | $ 900 | ||||||||
Private Placement | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||||
Convertible redeemable preferred stock issued (in shares) | shares | 82,527,609 | |||||||||
Gross proceeds | $ 204,000 | |||||||||
Net proceeds | $ 187,900 | |||||||||
Conversion ratio (in shares) | 1.076270 | 1.076270 | ||||||||
Conversion ratio upon payment of accrued dividends (in shares) | 1 | 1 | ||||||||
Sale of stock (in shares) | shares | 2,728,513 | |||||||||
Sale price per share (in dollars per share) | $ / shares | $ 7.33 | |||||||||
Gross proceeds from sale | $ 20,000 | |||||||||
Maximum common stock ownership percentage | 4.99% | |||||||||
Maximum common stock ownership percentage if sixty days notice given | 9.99% | |||||||||
Ownership percentage threshold triggering warrants to be settled in cash | 20% | |||||||||
Private Placement | Series A Warrant | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||||
Exercisable period (in years) | 5 years | |||||||||
Price of warrants (in dollars per share) | $ / shares | $ 1.01 | $ 2.4719 | $ 12 | |||||||
Warrants liability | $ 1,700 | |||||||||
Change in fair value of warrants liability | $ 1,000 |
Debt (Details)
Debt (Details) | Feb. 24, 2023 USD ($) | Feb. 25, 2022 USD ($) | May 05, 2021 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Schedule of Capitalization, Long-term Debt | |||||
Revolving line of credit | $ 16,000,000 | $ 0 | |||
Line of credit | |||||
Schedule of Capitalization, Long-term Debt | |||||
Letters of credit outstanding | 3,400,000 | ||||
Revolving credit facility | |||||
Schedule of Capitalization, Long-term Debt | |||||
Revolving line of credit | 16,000,000 | ||||
Revolving credit facility | Line of credit | |||||
Schedule of Capitalization, Long-term Debt | |||||
Maximum borrowing capacity | $ 40,000,000 | $ 25,000,000 | |||
Maturity period (in years) | 3 years | ||||
Minimum liquidity requirement | $ 28,000,000 | ||||
Remaining borrowing capacity | $ 20,600,000 | ||||
Revolving credit facility | Line of credit | Fiscal quarter period ending March 31 | |||||
Schedule of Capitalization, Long-term Debt | |||||
Minimum consolidated EBITDA | 22,000,000 | ||||
Revolving credit facility | Line of credit | Fiscal quarter period ending June 30 | |||||
Schedule of Capitalization, Long-term Debt | |||||
Minimum consolidated EBITDA | 24,000,000 | ||||
Revolving credit facility | Line of credit | Fiscal quarter period ending September 30 | |||||
Schedule of Capitalization, Long-term Debt | |||||
Minimum consolidated EBITDA | 32,000,000 | ||||
Revolving credit facility | Line of credit | Fiscal quarter period ending December 31 | |||||
Schedule of Capitalization, Long-term Debt | |||||
Minimum consolidated EBITDA | $ 35,000,000 | ||||
Revolving credit facility | Line of credit | Minimum | |||||
Schedule of Capitalization, Long-term Debt | |||||
Consolidated asset coverage ratio | 2 | ||||
Fixed charge coverage ratio | 1.25 | ||||
Revolving credit facility | Line of credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Schedule of Capitalization, Long-term Debt | |||||
Applicable rate | 3.50% | 2.50% | |||
Letter of credit | Line of credit | |||||
Schedule of Capitalization, Long-term Debt | |||||
Maximum borrowing capacity | $ 5,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Liabilities | |||
Contingent consideration liability | $ 4,900 | $ 8,600 | |
Warrants liability | 945 | $ 718 | |
Contingent consideration, current | 3,600 | 7,100 | |
Contingent consideration, noncurrent | 1,100 | 1,000 | |
Warrants liability | |||
Liabilities | |||
Warrants liability | 900 | ||
Recurring | |||
Liabilities | |||
Contingent consideration liability | 4,701 | 8,158 | |
Total liabilities | 5,646 | 8,876 | |
Recurring | Warrants liability | |||
Liabilities | |||
Warrants liability | 945 | 718 | |
Level 1 | Recurring | |||
Liabilities | |||
Contingent consideration liability | 0 | 0 | |
Total liabilities | 0 | 0 | |
Level 1 | Recurring | Warrants liability | |||
Liabilities | |||
Warrants liability | 0 | 0 | |
Level 2 | Recurring | |||
Liabilities | |||
Contingent consideration liability | 4,701 | 8,158 | |
Total liabilities | 4,701 | 8,158 | |
Level 2 | Recurring | Warrants liability | |||
Liabilities | |||
Warrants liability | 0 | 0 | |
Level 3 | Recurring | |||
Liabilities | |||
Contingent consideration liability | 0 | 0 | |
Total liabilities | 945 | 718 | |
Level 3 | Recurring | Warrants liability | |||
Liabilities | |||
Warrants liability | 945 | 718 | |
Money market funds | Recurring | |||
Assets | |||
Money market funds | 109 | 2,455 | |
Money market funds | Level 1 | Recurring | |||
Assets | |||
Money market funds | $ 109 | 2,455 | |
Liabilities | |||
Money market funds, stable net asset value per share (in dollars per share) | $ 1 | ||
Money market funds | Level 2 | Recurring | |||
Assets | |||
Money market funds | $ 0 | 0 | |
Money market funds | Level 3 | Recurring | |||
Assets | |||
Money market funds | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |||||
Impairment of goodwill | $ 44,100 | $ 0 | $ 44,100 | $ 0 | $ 46,300 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Level 3 Fair Valued Instruments (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Ending balance | $ 945 | |
Warrants Liability | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 718 | $ 10,520 |
Total loss (gain) recognized due to remeasurement | $ 227 | (6,995) |
Transfer to Level 2 | 0 | |
Ending balance | 3,525 | |
Contingent Consideration Liability | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 5,600 | |
Total loss (gain) recognized due to remeasurement | 2,348 | |
Transfer to Level 2 | (7,948) | |
Ending balance | $ 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Valuation Techniques and Significant Unobservable Inputs for Level 3 Liabilities (Details) - Level 3 - Warrants Liability - Option Pricing Model | Jun. 30, 2023 $ / shares yr | Dec. 31, 2022 yr $ / shares |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Warrants liability, measurement input | 0.81 | 1.16 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Warrants liability, measurement input | 1.01 | 2.47 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Warrants liability, measurement input | 0.700 | 0.650 |
Term | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Warrants liability, measurement input | yr | 0.99 | 1.49 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Warrants liability, measurement input | 0.054 | 0.046 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued data costs | $ 17,800 | $ 18,515 |
Payroll and payroll-related | 10,898 | 15,118 |
Professional fees | 1,955 | 2,410 |
Restructuring accrual | 3,284 | 1,288 |
Other | 4,300 | 6,062 |
Total accrued expenses | $ 38,237 | $ 43,393 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||||||||
Jun. 15, 2023 | Nov. 06, 2022 USD ($) | Mar. 10, 2021 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | May 15, 2023 | Mar. 31, 2023 shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares | ||
Related Party Transaction | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 95,086,334 | 95,086,334 | 92,104,942 | ||||||||||
Deferred dividend rate (percent) | 0.095 | ||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 82,527,609 | 82,527,609 | 82,527,609 | 82,527,609 | 82,527,609 | 82,527,609 | 82,527,609 | 82,527,609 | |||||
Accrued dividends | $ 15,600,000 | $ 15,600,000 | $ 7,900,000 | ||||||||||
Revenues | [1],[2] | 93,684,000 | $ 91,434,000 | 185,242,000 | $ 185,400,000 | ||||||||
Related Party | |||||||||||||
Related Party Transaction | |||||||||||||
Accrued dividends | 15,600,000 | 15,600,000 | |||||||||||
Revenues | $ 2,937,000 | 4,186,000 | $ 5,946,000 | 8,598,000 | |||||||||
WPP | Related Party | |||||||||||||
Related Party Transaction | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 11,319,363 | 11,319,363 | |||||||||||
Common stock, percentage of shares outstanding owned | 11.90% | 11.90% | |||||||||||
Revenues | $ 2,116,000 | 3,369,000 | $ 4,424,000 | 6,710,000 | |||||||||
Pine | |||||||||||||
Related Party Transaction | |||||||||||||
Related party, transaction amount | 0 | ||||||||||||
Pine | Related Party | |||||||||||||
Related Party Transaction | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 2,193,088 | 2,193,088 | |||||||||||
Common stock, percentage of shares outstanding owned | 2.30% | 2.30% | |||||||||||
Preferred stock, percentage of shares outstanding owned | 33.30% | 33.30% | 33.30% | ||||||||||
Preferred stock, shares outstanding (in shares) | shares | 27,509,203 | 27,509,203 | 27,509,203 | ||||||||||
Liberty | |||||||||||||
Related Party Transaction | |||||||||||||
Related party, transaction amount | $ 0 | 0 | $ 0 | 0 | |||||||||
Liberty | Related Party | |||||||||||||
Related Party Transaction | |||||||||||||
Preferred stock, percentage of shares outstanding owned | 33.30% | 33.30% | |||||||||||
Preferred stock, shares outstanding (in shares) | shares | 27,509,203 | 27,509,203 | |||||||||||
Qurate | Related Party | |||||||||||||
Related Party Transaction | |||||||||||||
Preferred stock, percentage of shares outstanding owned | 33.30% | ||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 27,509,203 | ||||||||||||
Revenues | $ 200,000 | 200,000 | $ 400,000 | 400,000 | |||||||||
Charter | Related Party | |||||||||||||
Related Party Transaction | |||||||||||||
Preferred stock, percentage of shares outstanding owned | 33.30% | 33.30% | 33.30% | ||||||||||
Preferred stock, shares outstanding (in shares) | shares | 27,509,203 | 27,509,203 | 27,509,203 | ||||||||||
Revenues | $ 514,000 | $ 546,000 | $ 999,000 | $ 1,272,000 | |||||||||
Charter Operating | License fees in first year of term | |||||||||||||
Related Party Transaction | |||||||||||||
Related party, transaction amount | $ 10,000,000 | ||||||||||||
Charter Operating | License fees in tenth year of term | |||||||||||||
Related Party Transaction | |||||||||||||
Related party, transaction amount | $ 32,300,000 | ||||||||||||
Charter Operating | License fee credits | |||||||||||||
Related Party Transaction | |||||||||||||
Related party, transaction amount | $ 7,000,000 | ||||||||||||
Charter Operating | Related Party | |||||||||||||
Related Party Transaction | |||||||||||||
Purchase commitment term (in years) | 10 years | ||||||||||||
[1] (2) Transactions with related parties are included in the line items above as follows (refer to Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 2,937 $ 4,186 $ 5,946 $ 8,598 Cost of revenues 7,366 7,773 15,073 15,441 Convertible redeemable preferred stock dividends (3,872) (3,868) (7,697) (7,693) |
Related Party Transactions - Tr
Related Party Transactions - Transaction with Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Related Party Transaction | ||||||
Revenues | [1],[2] | $ 93,684 | $ 91,434 | $ 185,242 | $ 185,400 | |
Cost of revenues | [1],[2],[3],[4] | 52,958 | 51,467 | 104,887 | 104,385 | |
Assets | ||||||
Accounts receivable, net | 54,404 | 54,404 | $ 68,457 | |||
Liabilities | ||||||
Accounts payable | 31,354 | 31,354 | 29,090 | |||
Accrued expenses | 38,237 | 38,237 | 43,393 | |||
Non-current portion of accrued data costs | 28,918 | 28,918 | 25,106 | |||
Related Party | ||||||
Related Party Transaction | ||||||
Revenues | 2,937 | 4,186 | 5,946 | 8,598 | ||
Assets | ||||||
Accounts receivable, net | 675 | 675 | 1,034 | |||
Liabilities | ||||||
Accounts payable | 14,103 | 14,103 | 12,090 | |||
Accrued expenses | 4,372 | 4,372 | 4,297 | |||
Non-current portion of accrued data costs | 18,855 | 18,855 | 15,471 | |||
WPP | Related Party | ||||||
Related Party Transaction | ||||||
Revenues | 2,116 | 3,369 | 4,424 | 6,710 | ||
Cost of revenues | 2,387 | 2,234 | 5,123 | 4,374 | ||
Assets | ||||||
Accounts receivable, net | 457 | 457 | 825 | |||
Liabilities | ||||||
Accounts payable | 2,090 | 2,090 | 2,398 | |||
Accrued expenses | 1,030 | 1,030 | 1,108 | |||
Contract liabilities | 728 | 728 | 1,132 | |||
Charter | Related Party | ||||||
Related Party Transaction | ||||||
Revenues | 514 | 546 | 999 | 1,272 | ||
Cost of revenues | 4,979 | $ 5,539 | 9,950 | $ 11,067 | ||
Liabilities | ||||||
Accounts payable | 12,013 | 12,013 | 9,693 | |||
Accrued expenses | 3,342 | 3,342 | 3,189 | |||
Non-current portion of accrued data costs | $ 18,855 | $ 18,855 | $ 15,471 | |||
[1] (2) Transactions with related parties are included in the line items above as follows (refer to Footnote 9 , Related Party Transactions , of the Notes to Condensed Consolidated Financial Statements for additional information): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues $ 2,937 $ 4,186 $ 5,946 $ 8,598 Cost of revenues 7,366 7,773 15,073 15,441 Convertible redeemable preferred stock dividends (3,872) (3,868) (7,697) (7,693) (1) Excludes amortization of intangible assets, which is presented as a separate line item. (3) Stock-based compensation expense is included in the line items above as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 244 $ 421 $ 322 $ 722 Selling and marketing 210 409 315 672 Research and development 193 311 248 511 General and administrative 1,014 2,121 1,893 3,893 Total stock-based compensation expense $ 1,661 $ 3,262 $ 2,778 $ 5,798 |
Organizational Restructuring -
Organizational Restructuring - Narrative (Details) $ in Millions | Sep. 19, 2022 USD ($) |
Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Estimated cost remaining | $ 10 |
Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Estimated cost remaining | $ 15 |
Organizational Restructuring _2
Organizational Restructuring - Accrued Restructuring Expenses and Changes in Accrued Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring expense beginning balance | $ 1,288 | |||
Restructuring expense | $ 4,104 | $ 0 | 5,102 | $ 0 |
Payments | (3,061) | |||
Foreign exchange | (44) | |||
Restructuring expense ending balance | 3,285 | 3,285 | ||
Severance and Related Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring expense beginning balance | 1,288 | |||
Restructuring expense | 4,661 | |||
Payments | (2,691) | |||
Foreign exchange | (44) | |||
Restructuring expense ending balance | 3,214 | 3,214 | ||
Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring expense beginning balance | 0 | |||
Restructuring expense | 441 | |||
Payments | (370) | |||
Foreign exchange | 0 | |||
Restructuring expense ending balance | $ 71 | $ 71 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Vendor Contract Dispute | |
Loss Contingencies [Line Items] | |
Loss contingency, alleged damages amount | $ 2.9 |
Set-top Box | |
Loss Contingencies [Line Items] | |
Purchase obligation | 286 |
Purchase obligation, to be paid in 2023 | 4.5 |
Smart Television Data | |
Loss Contingencies [Line Items] | |
Purchase obligation | $ 4.4 |
Minimum | |
Loss Contingencies [Line Items] | |
Purchase commitment term (in years) | 1 year |
Maximum | |
Loss Contingencies [Line Items] | |
Purchase commitment term (in years) | 8 years |
Commitments and Contingencies_2
Commitments and Contingencies - Contractual Obligation (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (remaining) | $ 18,490 |
2024 | 29,966 |
2025 | 29,756 |
2026 | 37,006 |
2027 | 37,506 |
Thereafter | 137,699 |
Total | $ 290,423 |