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What changed in COMSCORE, INC.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of COMSCORE, INC.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+367 added−374 removedSource: 10-K (2023-12-31) vs 10-K (2022-12-31)

Top changes in COMSCORE, INC.'s 2023 10-K

367 paragraphs added · 374 removed · 274 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

66 edited+20 added−17 removed72 unchanged
Biggest changeRosenthal served as the Non-Executive Chairman of Rentrak Corporation from 2011 to 2016. He was Special Advisor to the board of directors of Park City Group from November 2015 to February 2018. Mr. Rosenthal earned his B.S. from Lehigh University and M.B.A. from the S.C. Johnson Graduate School of Management at Cornell University. He is an inactive Certified Public Accountant.
Biggest changeRosenthal earned his B.S. from Lehigh University and M.B.A. from the S.C. 10 Table of Conte nt s Johnson Graduate School of Management at Cornell University. He is an inactive Certified Public Accountant. Mr. Rosenthal brings to our Board financial expertise and experience in the media and information industries. Brian Wendling has served as a director since March 2021. Mr.
We compete based on the following principal factors: • The ability to provide accurate measurement of digital audiences across multiple digital platforms; • The ability to provide TV audience measurement based on large-scale data that increases accuracy and reduces variability; • The ability to provide deduplicated audience measurement across platforms; • The ability to provide actual, accurate and reliable data regarding audience behavior and activity in a timely manner, including the ability to maintain large and statistically representative panels; • The ability to provide reliable and objective third-party data that, as needed, is able to receive industry-accepted accreditation; • The ability to adapt product offerings to emerging digital media technologies and standards; 6 Table of Conte nt s • The breadth and depth of products and their flexibility and ease of use; • The availability of data across various industry verticals and geographic areas and expertise across these verticals and in these geographic areas; and • The ability to offer products that meet the changing needs of customers, particularly in the evolving privacy environment.
We compete based on the following principal factors: • The ability to provide accurate measurement of digital audiences across multiple digital platforms; • The ability to provide TV audience measurement based on large-scale data that increases accuracy and reduces variability; • The ability to provide deduplicated audience measurement across platforms; • The ability to provide actual, accurate and reliable data regarding audience behavior and activity in a timely manner, including the ability to maintain large and statistically representative panels; • The ability to provide reliable and objective third-party data that, as needed, is able to receive industry-accepted accreditation; • The ability to adapt product offerings to emerging digital media technologies and standards; • The breadth and depth of products and their flexibility and ease of use; 6 Table of Conte nt s • The availability of data across various industry verticals and geographic areas and expertise across these verticals and in these geographic areas; and • The ability to offer products that meet the changing needs of customers, particularly in the evolving privacy environment.
That sharing includes direct integrations with the publishers, as well as publishers' implementation of our software code (referred to as "tagging") on their websites, in mobile applications and video players to provide us usage information. • We license certain demographic and behavioral mobile and panel data from third-party data providers. • We obtain television viewership information from satellite, telecommunications, connected (Smart) TV and cable operators covering millions of television and VOD screens. • We measure gross receipts and attendance information from movie screens across the world. • We integrate our digital and television viewership information with other third-party datasets that include consumer demographic characteristics, attitudes, lifestyles and purchase behavior. • We integrate many of our services with ad serving platforms. • We utilize knowledgeable in-house industry analysts that span verticals such as pharmaceuticals, media, finance, consumer packaged goods and political information to add value to our data. • We have created an opt-in Total Home Panel, which can capture data that runs through a home's internet connection.
That sharing includes direct integrations with the publishers, as well as publishers' implementation of our software code (referred to as "tagging") on their websites, in mobile applications and video players to provide us usage information. • We license certain demographic and behavioral mobile and panel data from third-party data providers. • We obtain television viewership information from satellite, telecommunications, connected (Smart) TV and cable operators covering tens of millions of television and VOD screens. • We measure gross receipts and attendance information from movie screens across the world. • We integrate our digital and television viewership information with other third-party datasets that include consumer demographic characteristics, attitudes, lifestyles and purchase behavior. • We integrate many of our services with ad serving platforms. • We utilize knowledgeable in-house industry analysts that span verticals such as pharmaceuticals, media, finance, consumer packaged goods and political information to add value to our data. • We have created an opt-in Total Home Panel, which can capture data that runs through a home's internet connection.
Applications include path-to-purchase analyses, competitive benchmarking, market segmentation studies, and branded content analytics. • Lift Models, which measure the impact of advertising on a brand across multiple behavioral and attitudinal dimensions such as brand awareness, purchase intent, online visitation, online and offline purchase behavior and retail store visitation, enabling customers to fine tune campaign strategy and execution. • Survey Analytics, which measure various types of consumer insights including brand health metrics. • Activation Solutions, including Audience Activation and Content Activation.
Applications include path-to-purchase analyses, competitive benchmarking, market segmentation studies, and branded content analytics. • Lift Models, which measure the impact of advertising on a brand across multiple behavioral and attitudinal dimensions such as brand awareness, purchase intent, online visitation, online and offline purchase behavior and retail store visitation, enabling customers to fine tune campaign strategy and execution. • Survey Analytics, which measure various types of consumer insights including brand health metrics. • Activation Solutions (branded as Proximic), including Audience Activation and Content Activation.
Our principal competitors include: • Full-service market research firms, including Nielsen, Ipsos and GfK; • Television measurement competitors, which are evolving with the marketplace and now include advertising measurement startups such as VideoAmp, iSpot and others; • Companies that provide audience ratings for TV, radio and other media that have extended or may extend their current services, particularly in certain international markets, to the measurement of digital media, including Nielsen Audio (formerly Arbitron) and Xperi Corporation; • Online advertising companies that provide measurement of online ad effectiveness and ad delivery used for billing purposes, including Nielsen, Google and Meta; • Companies that provide digital advertising technology point solutions, including DoubleVerify, Integral Ad Science, Oracle Moat and HUMAN; • Companies that provide audience measurement and competitive intelligence across digital platforms, including Nielsen, Similarweb and Data AI; • Analytical services companies that provide customers with detailed information about behavior on their own websites, including Adobe Analytics, IBM Digital Analytics and WebTrends Inc.; • Companies that report Smart TV data such as Vizio, LG, Samsung and Samba TV; and • Companies that provide consumers with TV and digital services such as DirecTV and Comcast.
Our principal competitors include: • Full-service market research firms, including Nielsen, Ipsos and GfK; • Television measurement competitors, which are evolving with the marketplace and now include advertising measurement startups such as VideoAmp, iSpot and others; • Companies that provide audience ratings for TV, radio and other media that have extended or may extend their current services, particularly in certain international markets, to the measurement of digital media, including Nielsen Audio (formerly Arbitron) and Xperi Corporation; • Online advertising companies that provide measurement of online ad effectiveness and ad delivery used for billing purposes, including Nielsen, Google and Meta; • Companies that provide digital advertising technology point solutions, including DoubleVerify, Integral Ad Science, Oracle Moat and HUMAN; • Companies that provide audience measurement and competitive intelligence across digital platforms, including Nielsen, Similarweb and data.ai; • Analytical services companies that provide customers with detailed information about behavior on their own websites, including Adobe Analytics, IBM Planning Analytics and webtrends; • Companies that report Smart TV data such as Vizio, LG, Samsung and Samba TV; and • Companies that provide consumers with TV and digital services such as DirecTV and Comcast.
This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans, content and products to more efficiently and effectively reach those audiences. Our ability to unify behavioral and other descriptive data enables us to provide audience ratings, advertising verification, and granular consumer segments that describe hundreds of millions of consumers.
This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans and products to more efficiently and effectively reach those audiences. Our ability to unify behavioral and other descriptive data enables us to provide audience ratings, advertising verification, and granular consumer segments that describe hundreds of millions of consumers.
During 2022, we worked with the ANA to demonstrate that the WFA's framework for content and ad measurement can be successful and scale. Comscore Predictive Audiences With third-party cookie deprecation fast approaching, advertisers need bold new solutions to ensure their campaigns continue to reach the right audiences without interruption.
During 2022 and 2023, we worked with the ANA to demonstrate that the WFA's framework for content and ad measurement can be successful and scale. Comscore Predictive Audiences With third-party cookie deprecation fast approaching, advertisers need bold new solutions to ensure their campaigns continue to reach the right audiences without interruption.
Comscore TV - National data is also used in analytical applications to help customers better understand the performance of network advertising campaigns. • Comscore TV - Local, which allows customers to better understand consumer viewing patterns and characteristics across local TV stations and cable channels in their market(s) to promote viewership of a particular station and negotiate inventory pricing based on the size, value and relevance of the audience. • OnDemand Essentials, which provides multichannel video programming distributors and content providers with transactional tracking and reporting based on millions of television screens, enabling our customers to plan advertising campaigns that more precisely target consumers watching on-demand video content. • Movie Solutions, including Box Office Essentials and International Box Office Essentials, which provide detailed measurement of domestic and international theatrical gross receipts and attendance, with movie-specific information across the globe; PostTrak, which is an exit polling service that reports audience demographics and the aspects of each title that 4 Table of Conte nt s trigger interest and attendance; and Swift, which is an electronic box office reporting system that facilitates the flow of reconciled theater-level ticket transactions. • Hollywood Software Suite, including Comscore Theatrical Distribution System ("TDS"), Comscore Exhibitor Management System ("EMS"), Comscore Enterprise Web, and Cinema Auditorium Control Engine ("ACE").
Comscore TV - National data is also used in analytical applications to help customers better understand the performance of network advertising campaigns. • Comscore TV - Local, which allows customers to better understand consumer viewing patterns and characteristics across local TV stations and cable channels in their market(s) to promote viewership of a particular station and negotiate inventory pricing based on the size, value and relevance of the audience. • OnDemand Essentials, which provides multichannel video programming distributors and content providers with transactional tracking and reporting based on millions of television screens, enabling our customers to plan advertising campaigns that more precisely target consumers watching on-demand video content. • Movie Solutions, including Box Office Essentials and International Box Office Essentials, which provide detailed measurement of domestic and international theatrical gross receipts and attendance, with movie-specific information across the globe; PostTrak, which is an exit polling service that reports audience demographics and the aspects of each title that trigger interest and attendance; and Swift, which is an electronic box office reporting system that facilitates the flow of reconciled theater-level ticket transactions. • Hollywood Software Suite, including Comscore Theatrical Distribution System ("TDS"), Comscore Exhibitor Management System ("EMS"), Comscore Enterprise Web, and Cinema Auditorium Control Engine ("ACE").
We provide both system and technology capability as well as personal support, including wellness activities and resources, virtual social activities, and support for working parents. Supporting the person, not just the "worker," allows us to maintain business operations without endangering employees or customers. We had no safety incidents reported in 2022.
We provide both system and technology capability as well as personal support, including wellness activities and resources, virtual social activities, and support for working parents. Supporting the person, not just the "worker," allows us to maintain business operations without endangering employees or customers. We had no safety incidents reported in 2023.
Locations and Geographic Areas We are located around the globe with employees in 17 countries. Our primary geographic market is the United States, followed by Asia, Europe, Latin America and Canada. For information with respect to sales by geographic markets, refer to Footnote 4 , Revenue Recognition , of the Notes to Consolidated Financial Statements.
Locations and Geographic Areas We are located around the globe with employees in 15 countries. Our primary geographic market for employees is the United States, followed by Asia, Europe, Latin America and Canada. For information with respect to sales by geographic markets, refer to Footnote 4 , Revenue Recognition , of the Notes to Consolidated Financial Statements.
In 2022, our company conducted hiring in North America, Europe, India, and Latin America. Where feasible within the countries in which we operate, we provide a competitive and varied portfolio of healthcare, wellness, financial, and other benefit offerings to suit the diverse needs and lifestyles of our employees.
In 2023, our company conducted hiring in North America, Europe, India, and Latin America. Where feasible within the countries in which we operate, we provide a competitive and varied portfolio of healthcare, wellness, financial, and other benefit offerings to suit the diverse needs and lifestyles of our employees.
Diversity and Inclusion We strive to build and develop a workforce that reflects diversity, equity, and inclusion at all levels of the organization. As of December 31, 2022, over 40% of our global workforce was female and approximately 40% of our executive leaders were female.
Diversity and Inclusion We strive to build and develop a workforce that reflects diversity, equity, and inclusion at all levels of the organization. As of December 31, 2023, over 40% of our global workforce was female and approximately 40% of our executive leaders were female.
She also uses her coaching skills during pro bono work at the Atlas School for Autism. Martin (Marty) Patterson has served as a director since March 2021. Mr. Patterson currently serves as Vice President of Liberty Media Corporation, Qurate Retail, Inc., Liberty TripAdvisor Holdings, Inc. and Liberty Broadband Corporation.
She also uses her coaching skills during pro bono work at the Atlas School for Autism. Martin (Marty) Patterson has served as a director since March 2021. Mr. Patterson currently serves as Senior Vice President of Liberty Media Corporation, Qurate Retail, Inc., Liberty TripAdvisor Holdings, Inc., Atlanta Braves Holdings, Inc. and Liberty Broadband Corporation.
These efforts include original research into the measurement of data overlaps and de-duplication in the measurement of reach. Recent Product Investments and Releases Cookieless - Engineering Products in a Privacy Centric World Our digital measurement is centered upon using first party panel data combined with additional information captured through census measurement and data partnerships.
These efforts include original research into the measurement of data overlaps and de-duplication in the measurement of reach. Recent Product Innovation Cookieless - Engineering Products in a Privacy Centric World Our digital measurement is centered upon using first party panel data combined with additional information captured through census measurement and data partnerships.
Within the United States, 84% of our employee population was enrolled in one of our healthcare plans as of December 31, 2022. We provide virtual, on-demand learning opportunities to all employees, and we also develop and deliver custom learning programs to meet specific business needs and employee interests.
Within the United States, 84% of our eligible employee population was enrolled in one of our healthcare plans as of December 31, 2023. We provide virtual, on-demand learning opportunities to all employees, and we also develop and deliver custom learning programs to meet specific business needs and employee interests.
He has been with Liberty Media Corporation, a media, communications and entertainment company, and its predecessors since 2010. Mr. Patterson currently serves as a director of Skyhook Wireless, Inc. and was formerly a director of Ideiasnet S.A. He received his B.A. from Colorado College and is a CFA Charterholder. Mr.
He has been with Liberty Media Corporation, a media, communications and entertainment company, and its predecessors since 2010. Mr. Patterson was formerly a director of Skyhook Wireless, Inc. and Ideiasnet S.A. He received his B.A. from Colorado College and is a CFA Charterholder. Mr.
In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area. Five U.S. states now have comprehensive privacy laws governing the collection and use of personal information.
In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area. A number of U.S. states now have comprehensive privacy laws governing the collection and use of personal information.
Our employee population, which is comprised 94% of full-time employees and 6% of part-time employees, is dispersed across the globe, as outlined below as of December 31, 2022.
Our employee population, which is comprised 94% of full-time employees and 6% of part-time employees, is dispersed across the globe, as outlined below as of December 31, 2023.
Our customers include: • Local and national television broadcasters and content owners; • Network operators including cable companies, mobile operators and internet service providers; • Distributors of streaming video content; • Digital content publishers and internet technology companies; • Advertising technology companies that aggregate supply and demand side inventory for sale to end customers; • Advertising agencies; • Movie studios and movie theater operators; • Financial service companies, including investment firms, consumer banks and credit card issuers; • Manufacturers and retailers of consumer products such as consumer packaged goods, pharmaceuticals, automotive and electronics; and • Political campaigns and related organizations.
Our customers include: • Local and national television broadcasters and content owners; • Network operators including cable companies, mobile operators and internet service providers; • Distributors of streaming video content; • Digital content publishers and social media platforms; • Advertising technology companies that aggregate supply and demand side inventory for sale to end customers; • Advertising agencies, including holding companies and independent agencies; • Movie studios and movie theater operators; • Financial service companies, including investment firms, consumer banks and credit card issuers; • Manufacturers and retailers of consumer products such as consumer packaged goods, pharmaceuticals, automotive and electronics; • Telecommunication and internet technology companies; and • Political campaigns and related organizations.
In 2022, approximately 80% of our employees participated in learning activities through the on-demand portal. We believe we have strong labor practices and employee-friendly policies that enable a culture of trust, collaboration, and compliance. Our employment standards begin and end with respect for the dignity and worth of each person.
In 2023, approximately 70% of our employees participated in learning activities through the on-demand portal. We believe we have strong labor practices and employee-friendly policies that enable a culture of trust, collaboration, and compliance. Our employment standards begin and end with respect for the dignity and worth of each person.
The Company operates a Compliance Management System, a key component of which is mandatory training for all employees in areas including workplace harassment and our code of business conduct. Work Environment We believe we have created a work environment, whether in person or virtually, that represents our commitment to safety and wellness.
We operate a Compliance Management System, a key component of which is mandatory training for all employees in areas including workplace harassment and our code of business conduct. Work Environment We believe we have created a work environment, whether in person or virtually, that represents our commitment to safety and wellness.
We continue to invest in technologies to enable large-scale measurement with protection of consumer privacy and attractive economics. Our systems contain multiple redundancies and advanced distributed processing technologies. We have created innovations such as: • Our United Digital Measurement ® ("UDM") methodology, which allows us to combine person-centric panel data with website server data.
We continue to invest in technologies to enable large-scale measurement with protection of consumer privacy and attractive economics. Our systems contain multiple redundancies and advanced distributed processing technologies. We have created innovations such as: 2 Table of Conte nt s • Our United Digital Measurement ® ("UDM") methodology, which allows us to combine person-centric panel data with website server data.
This expands our intelligence to include such activity as game console and Internet of Things ("IOT") device usage. • We collect content and advertising data from major social platforms for measurement, audience, and lift analysis. 2 Table of Conte nt s Data Science and Management The ability to integrate, manage and transform massive amounts of data is core to our company.
This expands our intelligence to include such activity as game console and Internet of Things ("IOT") device usage. • We collect content and advertising data from major social platforms for measurement, audience, and lift analysis. Data Science and Management The ability to integrate, manage and transform massive amounts of data is core to our company.
She holds a degree in international relations and Spanish from the University of Delaware and also attended the University of Salamanca. Ms. Gillin brings a strong background in buy-side media analytics, marketing and financial services to our Board. David Kline has served as a director since March 2021. Mr.
She holds a degree in international relations and Spanish from the University of Delaware and also attended the University of Salamanca. Ms. Gillin brings a strong background in buy-side media analytics, marketing and financial services to our Board. 9 Table of Conte nt s David Kline has served as a director since March 2021. Mr.
Kline serves on the board of directors for the Video Advertising Bureau and private companies Ampersand, Blockgraph (where he was appointed Chairman in April 2022) and Canoe. He received a 9 Table of Conte nt s B.A. in a personalized study program focusing on marketing, finance, accounting and management from Ohio State University. Mr.
Kline serves on the board of directors for the Video Advertising Bureau and private companies Ampersand, Blockgraph (where he was appointed Chairman in April 2022) and Canoe. He received a B.A. in a personalized study program focusing on marketing, finance, accounting and management from Ohio State University. Mr.
A new addition to the Content Activation suite, Predictive Audiences delivers contextually delivered, ID-free segments based on granular audience behaviors. Cross Platform Solutions products and services include : • Comscore TV - National, which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.
Within the Content Activation suite, Predictive Audiences delivers contextually delivered, ID-free segments based on granular audience behaviors. Cross Platform Solutions products and services include : • Comscore TV - National, which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.
Curry joined Comscore in 2011 and has served in roles of increasing scope and responsibility since then, including as Global Tax Director (August 2011 to July 2015), Senior Director of Global Tax Compliance and Reporting (July 2015 to May 2018), Vice President of Tax and Treasury (May 2018 to November 2020) and Senior Vice President and Controller (November 8 Table of Conte nt s 2020 to December 2021).
Curry joined Comscore in 2011 and has served in roles of increasing scope and responsibility since then, including as Global Tax Director (August 2011 to July 2015), Senior Director of Global Tax Compliance and Reporting (July 2015 to May 2018), Vice President of Tax and Treasury (May 2018 to November 2020) and Senior Vice President and Controller (November 2020 to December 2021).
We currently have ERGs in support of LGBTQ+ persons, people of color, women, young professionals, and remote workers. We have amplified our conversation and actions relating specifically to inclusion and diversity in the last year, taking a more active executive stance and implementing learning and development initiatives, additional ERGs, virtual employee gatherings and activities, and talent acquisition opportunities.
We currently have ERGs in support of LGBTQ+ persons, people of color, women, young professionals, and remote workers. We have amplified our conversation and actions relating specifically to inclusion and diversity over recent years, taking a more active executive stance and implementing learning and development initiatives, additional ERGs, virtual employee gatherings and activities, and talent acquisition opportunities.
We believe that we own the material trademarks used in connection with the marketing, distribution and sale of our products, both domestically and internationally. We will continue to pursue intellectual property opportunities in areas and technologies that we deem to be strategic and appropriate for our business.
We believe that we own the material trademarks used in connection with the marketing, distribution and sale of our 5 Table of Conte nt s products, both domestically and internationally. We will continue to pursue intellectual property opportunities in areas and technologies that we deem to be strategic and appropriate for our business.
This de-duplication allows us to measure the reach and frequency of advertising and content exposure across platforms and over time. • An ability to capture the full content of a website or app session, which allows us to measure activity beyond page views such as purchase transactions, application submissions and product configurations. • An ability to intelligently categorize massive amounts of web and video content, which allows us to inform targeted and brand-safe advertising.
This de-duplication allows us to measure the reach and frequency of advertising and content exposure across platforms and over time. • An ability to capture the full content of a website or app session, which allows us to measure activity beyond page views such as purchase transactions, application submissions and product configurations. • An ability to harness the power of artificial intelligence, or AI, to intelligently contextualize massive amounts of web and video content, which allows us to inform targeted and brand-safe advertising.
During 2022, our products and services were organized around two solution groups: • Digital Ad Solutions provide measurement of the behavior and characteristics of audiences across digital platforms, including computers, tablets, mobile and other connected devices.
Our products and services are organized around two solution groups: • Digital Ad Solutions provide measurement of the behavior and characteristics of audiences across digital platforms, including computers, tablets, mobile and other connected devices.
Prior to joining Comscore, she spent nine years with KPMG. Ms. Curry holds bachelor's and master's degrees in accounting from East Carolina University and is a Certified Public Accountant. David Algranati has served as our Chief Innovation Officer since August 2022. Dr.
Prior to joining Comscore, she spent nine years with KPMG. Ms. Curry holds bachelor's and master's degrees in accounting from East Carolina University and is a Certified Public Accountant. 8 Table of Conte nt s David Algranati has served as our Chief Innovation Officer since August 2022. Dr.
In 2021 we launched Predictive Audiences – a cookie-free targeting capability that enables advertisers to reach audiences based on granular consumer behavior through privacy-friendly contextual signals. This solution delivers scale and precision beyond what was previously available in the industry, and can be used across digital, mobile, and CTV campaigns.
In response to this need, we launched Predictive Audiences – an ID-free targeting capability that enables advertisers to reach audiences based on granular consumer behavior through privacy-friendly contextual signals. This solution delivers scale and precision beyond what was previously available in the industry, and can be used across digital, mobile, and CTV campaigns.
We focus on building employee engagement; developing a positive culture of trust, transparency, learning, and involvement; and competitive pay and benefits 7 Table of Conte nt s structures to attract and retain employees and protect the intellectual capital that we have built.
We focus on building employee engagement; developing a positive culture of trust, transparency, learning, and involvement; and competitive pay and benefits structures to attract and retain employees and protect the intellectual capital that we have built.
Percent of Employees North America 61% Asia-Pacific Rim 17% Europe 12% Latin America 10% The following table outlines the percentage of employees in different functional areas as of December 31, 2022: Percent of Employees Product and Technology 52% Sales and Service 23% Movies 15% General and Administrative 10% Employee Engagement & Retention The development, attraction and retention of talent is critical to the success of our business.
Percent of Employees North America 61% Asia-Pacific Rim 17% Europe 12% Latin America 10% The following table outlines the percentage of employees in different functional areas as of December 31, 2023: Percent of Employees Product and Technology 55% Sales and Service 19% Movies 16% General and Administrative 10% Employee Engagement & Retention The development, attraction and retention of talent is critical to the success of our business.
Human Capital Management Our management of human capital is essential to the success of our company, and our management team is actively engaged in developing a strong, engaged team to execute on our business plans. As of January 31, 2023, we had 1,382 employees and 174 contingent providers/contractors.
Human Capital Management Our management of human capital is essential to the success of our company, and our management team is actively engaged in developing a strong, engaged team to execute on our business plans. As of January 31, 2024, we had approximately 1,250 employees and 250 contingent providers/contractors.
From March 2020 to September 2021, he served as a Senior Managing Director of Cerberus Global Technology Solutions. Dr. Banerjee brings extensive experience in leading, innovating and scaling analytics and technology businesses globally.
He also served on the board of multiple Cerberus portfolio companies. From March 2020 to September 2021, he served as a Senior Managing Director of Cerberus Global Technology Solutions. Dr. Banerjee brings extensive experience in leading, innovating and scaling analytics and technology businesses globally.
In particular, we file for, and seek to acquire patent rights for our 5 Table of Conte nt s innovations and we continue to seek to enhance our patent portfolio through targeted and strategic patent filings and licensing opportunities.
In particular, we file for, and seek to acquire patent rights for our innovations and we continue to seek to enhance our patent portfolio through targeted and strategic patent filings and licensing opportunities.
These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and impose new and complex requirements on our business.
State-level momentum to pass comprehensive privacy laws will likely continue in 2024. These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and impose new and complex requirements on our business.
We regularly review our employee turnover and satisfaction rates, and develop strategies and tactics to improve employee engagement and retention. On average, employee tenure is approximately five years, and more than 10% of our employees have been employed by our company for more than ten years.
We regularly review our employee 7 Table of Conte nt s turnover and satisfaction rates, and develop strategies and tactics to improve employee engagement and retention. On average, employee tenure is approximately six years, and more than 20% of our employees have been employed by our company for more than ten years.
On February 24, 2023, we entered into an additional amendment to the Revolving Credit Agreement that further modified our financial covenants, introduced a minimum liquidity covenant, and increased the Applicable Rate payable on SOFR-based loans to 3.50%.
Amendment to Revolving Credit Agreement On February 24, 2023, we entered into an amendment to our senior secured revolving credit agreement that modified certain financial covenants under the revolving credit agreement, introduced a minimum liquidity covenant, and modified the Applicable Rate definition in the revolving credit agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50%.
Livek has served on the board of directors of the Advertising Research Foundation ("ARF") since July 2022, and prior to that was a member of the ARF board of trustees. He holds a B.S. degree in Communications Radio/Television from Southern Illinois University. Mr. Livek brings substantial industry experience and audience measurement expertise to our Board.
Livek has served on the board of directors of Red Violet, Inc. since January 2024 and the Advertising Research Foundation ("ARF") since July 2022, and prior to that was a member of the ARF board of trustees. He holds a B.S. degree in Communications Radio/Television from Southern Illinois University. Mr.
Comscore TDS is an advanced software to help manage theatrical distribution worldwide. Comscore EMS provides a virtual staff of booking assistants and accountants working to consolidate point-of-sale data. Comscore Enterprise Web gives circuit managers an over-the-shoulder look at operations inside their theaters. Cinema ACE is a theater management system that drives productivity and efficiency across digital cinema operations.
Comscore TDS is an 4 Table of Conte nt s advanced software to help manage theatrical distribution worldwide. Comscore EMS provides a virtual staff of booking assistants and accountants working to consolidate point-of-sale data. Comscore Enterprise Web gives circuit managers an over-the-shoulder look at operations inside their theaters.
Love held executive positions at The New York Times, EMAP Publishing and The Magazine Publishers of America. She has been an adjunct or guest instructor at Rutgers University, Brooklyn College and Queens College. Ms.
Love was inducted into the Market Research Council Hall of Fame. Prior to joining MRI, Ms. Love held executive positions at The New York Times, EMAP Publishing and The Magazine Publishers of America. She has been an adjunct or guest instructor at Rutgers University, Brooklyn College and Queens College. Ms.
These include Software-as-a-Service ("SAAS") delivery platforms, application programming interface and other data feeds that integrate directly with customer systems, and integrations with advertising technology providers such as data management platforms and demand-side platforms that enable data management, ad management and programmatic ad trading.
These include Software-as-a-Service ("SAAS") delivery platforms, application programming interfaces, data feeds that integrate directly with customer systems whether in-house or via data collaboration/data clean room environments, and integrations with advertising technology providers such as ad servers, customer and data management platforms, supply-side platforms, and demand-side platforms that enable data management, ad management and programmatic ad trading.
MRI produced audience ratings for the consumer magazine industry in the United States, along with offering a projectable database on the demographics, attitudes, activities and buying behaviors of the U.S. consumer. MRI also developed and sold various software products. In 2018, Ms. Love was inducted into the Market Research Council Hall of Fame. Prior to joining MRI, Ms.
Love served as the President and CEO of GFK MRI (formerly Mediamark Research). MRI produced audience ratings for the consumer magazine industry in the United States, along with offering a projectable database on the demographics, attitudes, activities and buying behaviors of the U.S. consumer. MRI also developed and sold various software products. In 2018, Ms.
He also serves on the board of 10 Table of Conte nt s Clothes to Kids of Colorado. He received his Bachelor of Science degree in accounting from Indiana University. Mr. Wendling brings over 25 years of accounting, public reporting and compliance experience to our Board.
He received his Bachelor of Science degree in accounting from Indiana University. Mr. Wendling brings over 25 years of accounting, public reporting and compliance experience to our Board.
The California Consumer Privacy Act, which went into effect in 2020, was substantially expanded by the California Privacy Rights Act of 2020, which went into effect in January 2023.
The California Consumer Privacy Act, which went into effect in 2020, was substantially expanded by the California Privacy Rights Act of 2020, which went into effect in January 2023. The Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act and the Utah Consumer Privacy Act all came into effect in 2023.
Digital Ad Solutions products and services include : • Media Metrix Multi-Platform and Mobile Metrix, which measure websites and apps on computers, smartphones and tablets across dozens of countries, are leading currencies for online media planning and enable customers to analyze audience size, reach, engagement, demographics and other characteristics.
These shared costs include employee costs, operational overhead, data centers and our technology that supports our product offerings. 3 Table of Conte nt s Digital Ad Solutions products and services include : • Media Metrix Multi-Platform and Mobile Metrix, which measure websites and applications on computers, smartphones and tablets across dozens of countries, are leading currencies for online media planning and enable customers to analyze audience size, reach, engagement, demographics and other characteristics.
Kathleen (Kathi) Love has served as a director since April 2019. Ms. Love is currently the CEO of Motherwell Resources LLC, a company devoted to management consulting and executive coaching. Prior to founding Motherwell in 2013, Ms. Love served as the President and CEO of GFK MRI (formerly Mediamark Research).
Livek brings substantial industry experience, customer relationships and audience measurement expertise to our Board. Kathleen (Kathi) Love has served as a director since April 2019. Ms. Love is currently the CEO of Motherwell Resources LLC, a company devoted to management consulting and executive coaching. Prior to founding Motherwell in 2013, Ms.
Research and Development Our research and development activities span our business of media and cross-platform measurement, encompassing data collection, data science, analytical application development and product delivery. We continue to focus on expanding our coverage and scale, precision and granularity across diverse types of media, devices and geographies using our census, panel and other data assets.
We continue to focus on expanding our coverage and scale, precision and granularity across diverse types of media, devices and geographies using our census, panel and other data assets.
We expect that softness in the advertising market will continue to affect our business in 2023. Background and Market We were founded in 1999 on the belief that digital technology would transform the interactions between people, media and brands in ways that would generate substantial demand for data and analytics about that interaction.
Refer to Footnote 6 , Debt, of the Notes to the Consolidated Financial Statements for additional information about this amendment. Background and Market We were founded in 1999 on the belief that digital technology would transform the interactions between people, media and brands in ways that would generate substantial demand for data and analytics about that interaction.
We are creating measurement innovations designed to produce stronger products engineered for privacy, building from the pioneering UDM concept and moving toward privacy-first consented identifiers and methodologies. We are also engaged in industry initiatives that focus on the viability and success of cross media measurement to support the "free web," which is driven by advertising investment.
We are also engaged in industry initiatives that focus on the viability and success of cross media measurement to support the "free web," which is driven by advertising investment.
Gregory (Greg) Dale has served as our Chief Operating Officer since August 2022 and was our General Manager, Digital from December 2021 to August 2022. Mr. Dale previously served as Chief Operating Officer of Shareablee, Inc., a social media marketing analytics company, from July 2018 through our acquisition of Shareablee in December 2021.
Dale previously served as Chief Operating Officer of Shareablee, Inc., a social media marketing analytics company, from July 2018 through our acquisition of Shareablee in December 2021. Prior to Shareablee, he was Chief Operating Officer of Persado, an artificial intelligence-based marketing content platform, from April 2016 to February 2018. Mr.
In addition, this solution group includes products that measure movie viewership and box office results by capturing movie ticket sales in real time or near real time and includes box office analytics, trend analysis and insights for movie studios and movie theater operators worldwide. 3 Table of Conte nt s We categorize our revenue for 2022 and prior periods along these two solution groups; however, our shared cost structure is defined and tracked by function and not by our solution groups.
In addition, this solution group includes products that measure movie viewership and box office results by capturing movie ticket sales in real time or near real time and includes box office analytics, trend analysis and insights for movie studios and movie theater operators worldwide.
He is also Senior Vice President and Chief Financial Officer of Liberty TripAdvisor Holdings, Inc. Mr. Wendling has held various positions with these companies and their predecessors since 1999. Prior to joining these companies, he worked in the assurance practice of the accounting firm KPMG. Mr. Wendling has previously served on the boards of Fun Technologies Inc. and CommerceHub, Inc.
Wendling is Chief Accounting Officer and Principal Financial Officer of Liberty Media Corporation, Qurate Retail, Inc., Liberty Broadband Corporation and Atlanta Braves Holdings, Inc. He is also Senior Vice President and Chief Financial Officer of Liberty TripAdvisor Holdings, Inc. Mr. Wendling has held various positions with these companies and their predecessors since 1999.
One of these initiatives, championed by the Association of National Advertisers ("ANA"), Google, Meta, and TikTok, is a global privacy measurement framework proposal from the World Federation of Advertisers ("WFA").
In 2021, we were selected by the Association of National Advertisers ("ANA") as a partner in their Cross-Media Measurement initiative to work alongside Google, Meta, and TikTok in a global privacy measurement framework proposal from the World Federation of Advertisers ("WFA").
He also served on the board of directors of SITO Mobile, Ltd., a mobile location-based media platform, from August 2016 to July 2018, and as Non-Executive Chairman of its board of directors from June 2017 to July 2018. Previously, Mr. Rosenthal was a Partner in affiliates of W.R. Huff Asset Management where he worked from 2002 to 2016. Mr.
Rosenthal was a Partner in affiliates of W.R. Huff Asset Management where he worked from 2002 to 2016. Mr. Rosenthal served as the Non-Executive Chairman of Rentrak Corporation from 2011 to 2016. He was Special Advisor to the board of directors of Park City Group from November 2015 to February 2018. Mr.
Gillin is Chief Growth Officer of Pagaya Technologies, a financial technology company, where she oversees global growth strategy, business development, marketing, public relations and external communications.
Fisher brings to our Board substantial experience in creating, operating and investing in digital, media and retail companies. Leslie Gillin has served as a director since January 2023. Ms. Gillin is Chief Growth Officer of Pagaya Technologies, a financial technology company, where she oversees global growth strategy, business development, marketing, public relations and external communications.
The development of new opt-in permissions and enhanced focus on consent-based measurement provide the benefit of limiting the transfer of consumer personal information, but also mean changes to data collection and measurement processes. We are adopting and developing new methodologies to lead this transition to a more privacy-centric world.
The continued development of opt-in permissions and enhanced focus on consent-based measurement provide the benefit of limiting the transfer of consumer personal information, but also mean changes to data collection, storage and delivery processes. In particular, limitations on the use of cookies and similar technologies create significant challenges for products that use these technologies for data collection and measurement.
Our Products and Services Our products and services help our customers measure audiences and consumer behavior across media platforms, while offering validation of advertising delivery and its effectiveness.
Our Products and Services Our products and services help our customers reach audiences on the right platform, service the best creative content, and gain the right insights that can help marketers understand audience preferences. We do this by measuring audiences and consumer behavior across media platforms, while offering validation of advertising delivery and its effectiveness.
A key component is leveraging our capabilities in panels, which we believe give us a competitive advantage in digital and cross-platform management. In parallel, our work with existing and new partners to collaborate and test emerging solutions is intended to expand the reach of our large-scale integrations.
We continue to innovate and adapt our methodologies to lead the transition to a more privacy-centric world. A key component is leveraging our capabilities in panels, which we believe give us a competitive advantage in digital and cross-platform management.
Prior to Shareablee, he was Chief Operating Officer of Persado, an artificial intelligence-based marketing content platform, from April 2016 to February 2018. Mr. Dale previously held senior roles with Comscore from 1999 to 2016, and prior to that, worked with data and analytics firm Information Resources, Inc. He holds a bachelor's degree from Purdue University.
Dale previously held senior roles with Comscore from 1999 to 2016, and prior to that, worked with data and analytics firm Information Resources, Inc. He holds a bachelor's degree from Purdue University. Non-Executive Directors Nana Banerjee has served as Chairman of the Board since July 2022 and as a director since March 2021 . Dr.
Non-Executive Directors Nana Banerjee has served as Chairman of the Board since July 2022 and as a director since March 2021 . Dr. Banerjee serves as a senior advisor to the CEO of Cerberus Capital Management, a private equity firm, since September 2021. He also serves on the Board of multiple Cerberus portfolio companies.
Banerjee has served as President and CEO and a member of the board of directors of Pelmorex Corp., an international weather and data analytics company, since April 2023. He previously served as a senior advisor to the CEO of Cerberus Capital Management, a private equity firm, from September 2021 until April 2023.
Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers. The information we analyze crosses geographies, types of content and activities, including websites, mobile and over the top ("OTT") applications ("apps"), video games, television and movie programming, electronic commerce ("e-commerce") and advertising.
The information we analyze crosses geographies, types of content and activities, including websites, mobile and over the top applications, video games, television and movie programming, electronic commerce ("e-commerce") and advertising. We are a Delaware corporation headquartered in Reston, Virginia with principal offices located at 11950 Democracy Drive, Suite 600, Reston, VA 20190. Our telephone number is 703-438-2000.
Fisher received a B.S. in Computer Science from New York Institute of Technology and completed advanced studies in computer science at New York University. He served on the board of directors of SITO Mobile from June 2017 to July 2018.
Fisher received a B.S. in Computer Science from New York Institute of Technology and completed advanced studies in computer science at New York University. His other affiliations include the Rwanda Development Board and Rwanda Mines, Petroleum and Gas Board; Strategic Advisory Group, Goldman Sachs; Advisory Board, NYU Courant Institute of Mathematical Sciences; and President's Council, Tufts University. Mr.
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We are a Delaware corporation headquartered in Reston, Virginia with principal offices located at 11950 Democracy Drive, Suite 600, Reston, VA 20190. Our telephone number is 703-438-2000. Recent Key Developments Leadership Changes On July 5, 2022, our Board of Directors (the "Board") appointed Jonathan Carpenter as our Chief Executive Officer, effective July 6, 2022. In connection with Mr.
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Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers. The platforms we measure include televisions, mobile devices, computers, tablets, connected TV devices and movie theaters.
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Carpenter's appointment, William Livek retired as our Chief Executive Officer. Also on July 5, 2022, the Board appointed Mary Margaret Curry as our Chief Financial Officer and Treasurer, effective July 6, 2022. Ms. Curry continues to serve as our principal accounting officer.
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Recent Key Developments Special Meeting and Reverse Stock Split On December 12, 2023, we held a special meeting of stockholders of the Company.
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On August 22, 2022, our Board appointed Greg Dale as Chief Operating Officer and David Algranati as Chief Innovation Officer of the Company, effective August 23, 2022. We also announced that our Chief Commercial Officer, Chris Wilson, would depart the Company effective October 1, 2022.
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At the special meeting, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") for the purpose of effecting a reverse stock split of all outstanding shares of Common Stock, par value $0.001 per share (the "Common Stock") and reducing the number of authorized shares of Common Stock by the same ratio as the reverse stock split.
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Organizational Restructuring On September 29, 2022, we communicated a workforce reduction as part of our broader efforts to improve cost efficiency and better align our operating structure and resources with strategic priorities (collectively, the "Restructuring Plan").
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Following the special meeting, our Board of Directors approved a final ratio of 1-for-20 for the reverse stock split with an effective date of December 20, 2023. On December 20, 2023, we filed the Certificate of Amendment with the Secretary of State of the State of Delaware to implement the reverse stock split.
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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 our data center footprint; and reduction of other operating expenses, including software and facility costs.
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The Certificate of Amendment reduced the number of authorized shares of Common Stock from 275,000,000 to 13,750,000 and the total number of shares of stock authorized for issuance from 380,000,000 to 118,750,000. We implemented the reverse stock split on December 20, 2023.
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We may also determine to exit certain activities in certain geographic regions in order to more effectively align resources with business priorities. Amendment to Revolving Credit Agreement On February 25, 2022, we entered into an amendment to our senior secured revolving credit agreement (the "Revolving Credit Agreement") to expand our aggregate borrowing capacity from $25.0 million to $40.0 million.
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Our Common Stock began trading on a split-adjusted basis on the Nasdaq Global Select Market at the market open on December 20, 2023 under the existing trading symbol "SCOR." The new CUSIP number for our Common Stock following the reverse stock split is 20564W204.
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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.
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Dividend Waivers On June 15, 2023, at our request, each holder of our Series B Convertible Preferred Stock, par value $0.001 per share ("Preferred Stock") waived its right to receive on June 30, 2023 the annual dividends that otherwise would have been payable by us on that date.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Legal and Regulatory Compliance, Litigation and Tax Matters • Concern over privacy violations and data breaches could materially harm our business. • Domestic or foreign laws may limit our ability to collect and incorporate media usage information in our products and impose costly requirements on our business. • Third parties could assert that we are infringing their intellectual property rights, or we could be unable to protect and enforce our own intellectual property rights. • Our use of open source software could limit our ability to sell our products or require us to reengineer our products. • There could be adverse developments in tax laws or disagreements with our tax positions in the jurisdictions where we operate. 12 Table of Conte nt s Risks Related to International Operations • Our business could become increasingly susceptible to risks associated with international operations. • Export controls and sanctions laws could impair our ability to compete in international markets and subject us to liability. • Changes in foreign currencies could have a significant effect on our operating results.
Biggest changeRisks Related to Legal and Regulatory Compliance, Litigation and Tax Matters • Concern over data privacy and security, AI and data governance could materially harm our business. • Domestic or foreign laws may limit our ability to collect and incorporate media usage information in our products and impose costly requirements on our business. • Third parties could assert that we are infringing their intellectual property rights, or we could be unable to protect and enforce our own intellectual property rights. • Our use of open source software could limit our ability to sell our products or require us to reengineer our products. • There could be adverse developments in tax laws or disagreements with our tax positions in the jurisdictions where we operate.
Likewise, our acquisition of digital data may be reliant on large digital publishers that may technologically or legally prevent access to their proprietary platforms for research or measurement purposes.
Likewise, our acquisition of data may be reliant on large digital publishers that may technologically or legally prevent access to their proprietary platforms for research or measurement purposes.
Additionally, under certain circumstances, an Investor may gain additional board designation rights and in some instances, we may even be obligated to increase the size of our board to enable an Investor to designate one additional director nominee. As of the date of this 10-K, each Investor has designated two directors on our board of directors.
Additionally, under certain circumstances, an Investor may gain additional designation rights and in some instances, we may even be obligated to increase the size of our Board of Directors to enable an Investor to designate one additional director nominee. As of the date of this 10-K, each Investor has designated two directors on our Board of Directors.
Any perception of our practices, products or services as a violation of individual privacy rights may subject us to public criticism, loss of customers, partners or vendors, litigation (including class action lawsuits), reputational harm, or investigations or claims by regulators, industry groups or other third parties, all of which could significantly disrupt our business and expose us to increased liability.
Any perception of our practices, products or services as a violation of individual privacy rights may subject us to public criticism, loss of customers, partners or vendors, litigation (including class action lawsuits), reputational harm, or investigations or claims by regulators, industry groups, activist groups or other third parties, all of which could significantly disrupt our business and expose us to increased liability.
Such customers may elect to publicly air their dissatisfaction with the methodological changes made by us, which may damage our brand and harm our reputation. If we are not able to maintain panels of sufficient size and scope, or if the costs of establishing and maintaining our panels materially increase, our business could be harmed.
Such customers may elect to publicly air their dissatisfaction with the methodological changes made by us, which may damage our brand and harm our reputation. If we are not able to maintain panels of sufficient size and scope, or if the costs of establishing and maintaining our panels increase, our business could be harmed.
If we are unable to maintain panels of sufficient size and scope, we could face negative consequences, including degradation in the quality of our products, failure to receive accreditation from industry associations, loss of customers and damage to our brand. We derive a significant portion of our revenues from sales of our subscription-based products.
If we are unable to maintain panels of sufficient size and scope, we could face negative consequences, including degradation in the quality and competitiveness of our products, failure to receive accreditation from industry associations, loss of customers and damage to our brand. We derive a significant portion of our revenues from sales of our subscription-based products.
We have implemented a number of additional screening and other measures designed to prevent such transactions with embargoed countries and other U.S. sanctions targets. Changes in the list of embargoed countries and regions or prohibited persons may require us to modify these procedures in order to comply with governmental regulations.
We have implemented a number of screening and other measures designed to prevent such transactions with embargoed countries and other U.S. sanctions targets. Changes in the list of embargoed countries and regions or prohibited persons may require us to modify these procedures in order to comply with governmental regulations.
Risks Related to Our Business and Our Technologies Macroeconomic factors could adversely affect our business and financial results. Our business depends on the health of the media and advertising industries in which we operate.
Risks Related to Our Business and Our Technologies Macroeconomic factors could continue to adversely affect our business and financial results. Our business depends on the health of the media and advertising industries in which we operate.
We operate in industries that require sophisticated data collection and processing technologies. Our future success will depend in part on our ability to develop new and modify or enhance our existing products and services, including without limitation, our data collection technologies and approaches, in order to meet customer needs, add functionality and address technological advancements and industry standards.
We operate in industries that require sophisticated data collection and processing technologies. Our future success will depend in large part on our ability to develop new and modify or enhance our existing products and services, including without limitation, our data collection technologies and approaches, in order to meet customer needs, add functionality and address technological advancements and evolving industry standards.
As described in Footnote 15 , Organizational Restructuring of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this 10-K, we recently communicated a workforce reduction as part of our broader efforts to improve cost efficiency and better align our operating structure and resources with strategic priorities (collectively, the "Restructuring Plan").
As described in Footnote 15 , Organizational Restructuring, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this 10-K, we communicated a workforce reduction in 2022 as part of our broader efforts to improve cost efficiency and better align our operating structure and resources with strategic priorities (collectively, the "Restructuring Plan").
These declines, which may continue in future periods, have a direct impact on demand for our products, which measure advertising campaigns and audiences across platforms. Sustained reductions in advertising spending could result in customers terminating their subscriptions for our products, delaying renewals, or renewing on terms less favorable to us.
These declines, which may continue in future periods, have a direct impact on demand for our products, which measure advertising campaigns and audiences across platforms. Further reductions in advertising spending could result in customers terminating their subscriptions for our products, delaying renewals, or renewing on terms less favorable to us.
In addition, the terms of our existing or future financing agreements and Preferred Stock may restrict us from pursuing these alternatives. Failure to meet our financial obligations could have important consequences including, potentially, forcing us into bankruptcy or liquidation.
In addition, the terms of our existing or future financing agreements and Preferred Stock may restrict us from pursuing these alternatives. Failure to meet our financial obligations could have significant consequences including, potentially, forcing us into bankruptcy or liquidation.
In addition, failure to comply with these and other laws and regulations may result in, among other things, administrative enforcement actions and substantial fines, individual and class action lawsuits, contractual breaches, significant legal fees, and civil and criminal liability.
In addition, failure to comply with these and other laws and regulations may result in, among other things, government enforcement actions and substantial fines, individual and class action lawsuits, contractual breaches, significant legal fees, and civil and criminal liability.
These risks are discussed more fully below and include, but are not limited to: Risks Related to Our Business and Our Technologies • Macroeconomic factors could negatively impact demand for our products and increase our costs. • The market for our products is highly competitive, and our revenues could decline if we cannot compete effectively. • If we are unable to provide complete analytics, our ability to maintain and grow our business may be harmed. • We depend on third parties for data and hosting/delivery services that are critical to our business. • If we fail to respond to technological developments or evolving industry standards, our products may become obsolete or less competitive. • Our business may be harmed if we deliver inaccurate or untimely information products, change our methodologies or the scope of information we collect, or are unable to maintain sufficient panels. • We derive a significant portion of our revenues from subscription-based products, and our customers could terminate or fail to renew their subscriptions. • Our financial results may suffer if we are unable to retain or add large customers or if we cannot persuade customers to substitute our products for incumbent providers. • Our acquisitions or partnerships with other companies may not be successful and may divert our management's attention. • System failures, security breaches, delays in system operations, or failure to pass customer or partner security reviews may harm our business. • Our restructuring activities may not deliver the expected results and could disrupt our business operations. • We may not be able to adequately retain and hire qualified personnel. • The COVID-19 pandemic and other global events could continue to adversely affect our business.
These risks are discussed more fully below and include, but are not limited to: Risks Related to Our Business and Our Technologies • Macroeconomic factors could continue to impact demand for our products and increase our costs. • The market for our products is highly competitive, and our revenues could decline if we cannot compete effectively. • If we are unable to provide complete analytics, our ability to maintain and grow our business will be harmed. • We depend on third parties for data and hosting/delivery services that are critical to our business. • If we fail to respond to technological developments or evolving industry standards, our products may become obsolete or less competitive. • Our business may be harmed if we deliver inaccurate or untimely information products, change our methodologies or the scope of information we collect, or are unable to maintain sufficient panels. • We derive a significant portion of our revenues from subscription-based products, and our customers could terminate or fail to renew their subscriptions. • Our financial results may suffer if we are unable to retain or add large customers or if we cannot persuade customers to substitute our products for incumbent providers. • Our acquisitions or partnerships with other companies may not be successful and may divert our management's attention. • System failures, security breaches, delays in system operations, or failure to pass customer or partner security reviews may harm our business. • Our restructuring activities may not deliver the expected results and could disrupt our business operations. • We may not be able to adequately retain and hire qualified personnel.
These provisions: • provide for a classified board of directors so that not all members of our board are elected at one time; • authorize "blank check" preferred stock that our board could issue to increase the number of outstanding shares to discourage a takeover attempt; • prohibit stockholder action by written consent, which means that all stockholder actions must be taken at a meeting of our stockholders; • prohibit stockholders from calling a special meeting of our stockholders; • provide that our board is expressly authorized to make, alter or repeal our bylaws; and • provide for advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
These provisions: 27 Table of Conte nt s • provide for a classified Board of Directors so that not all members of our Board are elected at one time; • authorize "blank check" preferred stock that our Board could issue to increase the number of outstanding shares to discourage a takeover attempt; • prohibit stockholder action by written consent, which means that all stockholder actions must be taken at a meeting of our stockholders; • prohibit stockholders from calling a special meeting of our stockholders; • provide that our Board is expressly authorized to make, alter or repeal our bylaws; and • provide for advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
In addition, under the Stockholders Agreement that we entered into in connection with the 25 Table of Conte nt s Transactions, each Investor has the right to designate two directors to serve on our board of directors until the earlier of such time as the Investor (a) beneficially owns less than 50% of the shares of Preferred Stock held by such Investor as of the date of the closing (the "Initial Preferred Stock Ownership") as a result of the Investor's transfer of such shares to any of the other Investors or (b) beneficially owns voting stock representing less than 10% of the outstanding shares of Common Stock (on an as-converted basis), after which the Investor's designation rights will be reduced to one designee until such time as the Investor beneficially owns Voting Stock representing less than 5% of the outstanding shares of Common Stock (on an as-converted basis).
In addition, under the Stockholders Agreement that we entered into in connection with the Transactions, each Investor has the right to designate two directors to serve on our Board of Directors until the earlier of such time as the Investor (a) beneficially owns less than 50% of the shares of Preferred Stock held by such Investor as of the date of the closing (the "Initial Preferred Stock Ownership") as a result of the Investor's transfer of such shares to any of the other Investors or (b) beneficially owns voting stock representing less than 10% of the outstanding shares of Common Stock (on an as-converted basis), after which the Investor's designation rights will be reduced to one designee until such time as the Investor beneficially owns Voting Stock representing less than 5% of the outstanding shares of Common Stock (on an as-converted basis).
We have implemented policies and procedures to comply with the GDPR, state privacy laws, the Children's Online Privacy Protection Act and other laws and regulations, and we continue to evaluate and implement processes and enhancements and monitor changes in laws and regulations.
We have implemented policies and procedures to comply with the GDPR, state privacy laws, the Children's Online Privacy Protection Act and other existing laws and regulations, and we continue to evaluate and implement processes and technical enhancements and monitor changes in laws and regulations.
Servicing future debt obligations could also limit our flexibility to invest in the business and adjust to market conditions, which could impact our customer relationships and place us at a competitive disadvantage.
Repaying our existing debt obligations and servicing future debt obligations could also limit our flexibility to invest in the business and adjust to market conditions, which could impact our customer relationships and place us at a competitive disadvantage.
Our failure to screen potential panelists properly could result in negative consequences to us, including government investigations, penalties and reputational harm, any of which could materially and adversely affect our business, financial condition or results of operations. Changes in foreign currencies could have a significant effect on our operating results.
Our failure to screen potential panelists or other third parties properly could result in negative consequences to us, including government investigations, penalties and reputational harm, any of which could materially and adversely affect our business, financial condition or results of operations. Changes in foreign currencies could have a significant effect on our operating results.
Furthermore, our newer products, for which we recognize revenue based on impressions used, may be subject to higher fluctuations in revenue from changes in our customers' advertising budgets and spending. Macroeconomic factors could also increase our costs, reducing margins and preventing us from meeting our profitability goals.
Furthermore, our newer products, for which we recognize revenue based on impressions used, are subject to higher fluctuations in revenue from changes in our customers' advertising budgets and spending. Macroeconomic factors could also increase our costs, reducing margins and preventing us from meeting our profitability goals.
If the assumptions used in our analysis are not realized, it is possible that an additional impairment charge may need to be recorded in the future. Changes in the fair value of our derivative financial instruments or warrants could adversely affect our financial condition and results of operations.
If the assumptions used in our analysis are not realized, it is possible that additional impairment charges may need to be recorded in the future. Changes in the fair value of our derivative financial instruments or warrants could adversely affect our financial condition and results of operations.
Factors that may cause fluctuations in our revenues or results of operations include: • our ability to increase sales to existing customers and attract new customers in the current economic environment; • our ability to respond to changes in our customers' businesses and consumer behavior resulting from the COVID-19 pandemic and other factors; • changes in our customers' subscription renewal behaviors and spending on projects, particularly custom projects and usage-based products; • the impact of our contract renewal rates caused by our customers' budgetary constraints, competition, customer dissatisfaction or customer corporate restructuring; • the timing of contract renewals, delivery of products and duration of contracts and the corresponding timing of revenue recognition; • the effect of revenues generated from significant one-time projects or the loss of such projects; • the timing and success of new product introductions or changes in methodology by us or our competitors; • the impact of our Preferred Stock transactions, including our long-term data license with Charter; • changes in our pricing and discounting policies or those of our competitors; • the impact of our decision to discontinue certain products or exit certain geographic regions; • our failure to accurately estimate or control costs, including those incurred as a result of business or product development initiatives, restructuring activities, legal proceedings, strategic or financing transactions, and the integration of acquired businesses; 19 Table of Conte nt s • the cost and availability of data from third-party sources and the cost to integrate such data into our systems and products and implement new use cases; • adverse judgments or settlements, or increased legal fees, in legal disputes or government proceedings; • costs incurred in connection with corporate transactions, including financial advisory, legal, accounting, consulting and other advisory fees and expenses; • service of our existing debt and incurrence of additional debt; • the amount and timing of capital expenditures and operating costs related to the maintenance, migration and expansion of our operations and infrastructure; • service outages, other technical difficulties or security breaches; • limitations relating to the capacity of our networks, systems and processes; • maintaining appropriate staffing levels and capabilities, particularly during organizational restructuring; • limitations on our ability to use equity awards to compensate current and prospective employees; • the cost and timing of organizational restructuring; • the timing of any changes to our deferred tax valuation allowance; • changes in the fair value of our financing derivatives or warrants; and • general economic, political, regulatory, industry and market conditions and those conditions specific to media and advertising internet usage and online businesses.
Factors that may cause fluctuations in our revenues or results of operations include: • our ability to increase sales to existing customers and attract new customers in the current economic environment; • changes in our customers' subscription renewal behaviors and spending on projects, particularly custom projects and usage-based products; • the impact of our contract renewal rates caused by our customers' budgetary constraints, competition, customer dissatisfaction or customer corporate restructuring or consolidation; • the timing of contract renewals, delivery of products and duration of contracts and the corresponding timing of revenue recognition; • the effect of revenues generated from significant one-time projects or the loss of such projects; • the timing and success of new product introductions or changes in methodology by us or our competitors, particularly in light of cookie deprecation and other technological changes in our industry; • the impact of our Preferred Stock transactions, including our long-term data license with Charter; • changes in our pricing and discounting policies or those of our competitors; • the impact of our decision to discontinue certain products or exit certain geographic regions; • our failure to accurately estimate or control costs, including those incurred as a result of business or product development initiatives, restructuring activities, legal proceedings, strategic or financing transactions, and the integration of acquired businesses; • the cost and availability of data from third-party sources and the cost to integrate such data into our systems and products and implement new use cases; • adverse judgments or settlements, or increased legal fees, in legal disputes or government proceedings; • costs incurred in connection with corporate transactions, including financial advisory, legal, accounting, consulting and other advisory fees and expenses; • service of our existing debt and incurrence of additional debt; • the amount and timing of capital expenditures and operating costs related to the maintenance, migration and expansion of our operations and infrastructure; • service outages, other technical difficulties or security breaches; • limitations relating to the capacity of our networks, systems and processes; • maintaining appropriate staffing levels and capabilities, particularly during organizational restructuring; • limitations on our ability to use equity awards to compensate current and prospective employees; • the cost and timing of organizational restructuring; • the timing of any changes to our deferred tax valuation allowance; • changes in the fair value of our financing derivatives or warrants; and • general economic, political, regulatory, industry and market conditions and those conditions specific to media and advertising internet usage and online businesses.
We anticipate that the cost of panel recruitment will continue to increase with the proliferation of proprietary and secure media content delivery platforms and evolving regulatory requirements, and that the difficulty in collecting these forms of data will continue to grow, which may require significant hardware and software investments, as well as increases to our panel incentive and panel management costs.
We anticipate that the cost of panel recruitment will increase with the proliferation of proprietary and secure media content delivery platforms, evolving industry practices and regulatory developments, and that the difficulty in collecting these forms of data will continue to grow, which may require significant hardware and software investments, as well as increases to our panel incentive and panel management costs.
General Risks Related to Ownership of Our Common Stock The Company's outstanding securities, the stock or securities that we may become obligated to issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.
General Risks Related to Ownership of Our Common Stock Our outstanding securities, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.
The Investors remained the largest stockholders of the Company as of December 31, 2022, with each Investor's Preferred Stock representing approximately 16.1% of our issued and outstanding Common Stock on an as-converted basis and certain Investors holding (or reporting beneficial ownership of) additional shares of Common Stock beyond their Preferred Stock holdings.
The Investors remained the largest stockholders of the Company as of December 31, 2023, with each Investor's Preferred Stock representing approximately 16.4% of our issued and outstanding Common Stock on an as-converted basis and certain Investors holding (or reporting beneficial ownership of) additional shares of Common Stock beyond their Preferred Stock holdings.
As of December 31, 2022, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries were $9.8 million, which will begin to expire in 2024. We apply a valuation allowance to our deferred tax assets when management does not believe that it is more-likely-than-not that they will be realized.
As of December 31, 2023, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries to be $10.8 million, which begin to expire in 2024. We apply a valuation allowance to our deferred tax assets when management does not believe that it is more likely than not that they will be realized.
Accordingly, our ability to meet our obligations depends on our future performance and capital-raising activities, which will be affected by financial, business, contractual, economic and other factors, some of which are beyond our control.
Accordingly, our ability to meet our obligations depends on our future performance and corporate activities, which will be affected by financial, business, contractual, economic and other factors, some of which are beyond our control.
There are many types of open source licenses, some of which have not been interpreted or adjudicated by U.S. or other courts. Our use of open 23 Table of Conte nt s source licenses could limit our ability to sell our products or subject our proprietary code to public disclosure if not properly managed.
There are many types of open source licenses, some of which have not been interpreted or adjudicated by U.S. or other courts. Our use of open source licenses could limit our ability to sell our products or subject our proprietary code to public disclosure if not properly managed.
Our customer renewal rates may decline or fluctuate due to a number of factors, including customer satisfaction or dissatisfaction with our products, the costs or 15 Table of Conte nt s functionality of our products, the prices or functionality of products offered by our competitors, the health of the advertising marketplace and the industries in which we operate, mergers and acquisitions affecting our customer base, general economic conditions or reductions in our customers' spending levels.
Our customer renewal rates may decline or fluctuate due to a number of factors, including customer satisfaction or dissatisfaction with our products, the costs or functionality of our products, the prices or functionality of products offered by our competitors, the health of the advertising marketplace and the industries in which we operate, mergers and acquisitions affecting our customer base, general economic conditions or reductions in our customers' spending levels.
Our success depends in part on our ability to sell our products to large customers and on the renewal of subscriptions and contracts with these customers in subsequent years. For the years ended 2022, 2021 and 2020, we derived 34%, 35 % and 30%, respectively, of our total revenues from our top 10 customers.
Our success depends in part on our ability to sell our products to large customers and on the renewal of subscriptions and contracts with these customers in subsequent years. For the years ended 2023, 2022 and 2021, we derived 37%, 34% and 35%, respectively, of our total revenues from our top 10 customers.
Such actions may expose us to disruption by dissatisfied employees or employee-related claims, including claims by terminated employees who believe they are owed more compensation than we believe these employees are due under our compensation and benefit plans, or claims maintained internationally in jurisdictions whose laws and procedures differ from those in the U.S.
Such actions may expose us to disruption by dissatisfied employees or employee-related claims, including claims by terminated employees 20 Table of Conte nt s who believe they are owed more compensation than we believe these employees are due under our compensation and benefit plans, or claims maintained internationally in jurisdictions whose laws and procedures differ from those in the U.S.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new products or enhance our existing products, enhance our operating infrastructure, retain and hire key personnel, and acquire complementary businesses and technologies.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to meet our outstanding financial obligations, develop new products or enhance our existing products, enhance our operating infrastructure, retain and hire key personnel, and acquire complementary businesses and technologies.
In connection with any such transaction, we may: • encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures, particularly in countries where we have not previously had employees; • incur large charges or substantial liabilities, including without limitation, liabilities associated with products or technologies accused or found to infringe on third-party intellectual property or contractual rights or violate existing or future privacy or security regulations; • issue shares of our capital stock as part of the consideration, which has been and may be dilutive to existing stockholders; • become subject to adverse tax consequences, legal disputes, substantial depreciation or deferred compensation charges; • use cash that we may otherwise need for ongoing or future operation of our business or dividends; • enter new geographic markets that subject us to different laws and regulations that may have an adverse impact on our business; • experience difficulties effectively utilizing acquired assets or obtaining required third-party consents; • encounter difficulties integrating the information and financial reporting systems of acquired businesses, particularly those that operated under accounting principles other than those generally accepted in the U.S. prior to the acquisition by us; and • incur debt, which may be on terms unfavorable to us or that we are unable to repay.
In connection with any such transaction, we may: • encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures, particularly in countries where we have not previously had employees; • incur large charges or substantial liabilities, including without limitation, liabilities associated with products or technologies accused or found to infringe on third-party intellectual property or contractual rights or violate existing or future privacy or security regulations; • issue shares of our capital stock as part of the consideration, which has been and may be dilutive to existing stockholders; • become subject to adverse tax consequences, legal disputes, substantial depreciation or deferred compensation charges; • use cash that we may otherwise need for ongoing or future operation of our business or dividends; • enter new geographic markets that subject us to different laws and regulations that may have an adverse impact on our business; • experience difficulties effectively utilizing acquired assets or obtaining required third-party consents; • encounter difficulties integrating the information and financial reporting systems of acquired businesses, particularly those that operated under accounting principles other than those generally accepted in the U.S. prior to the acquisition by us; and • incur debt, which may be on terms unfavorable to us or that we are unable to repay. 16 Table of Conte nt s We also have entered into relationships with certain third-party providers to expand our product offerings, and we may enter into similar arrangements in the future.
The market for media measurement and analytics products is highly competitive, and if we cannot compete effectively, our revenues could decline and our business could be harmed. The market for audience and advertising measurement products is highly competitive and is evolving rapidly. We compete primarily with providers of media intelligence and related analytical products and services.
The market for media measurement and analytics products is highly competitive, and if we cannot compete effectively, our revenues could decline and our business could be harmed. The market for audience and advertising measurement products is highly competitive and continues to evolve rapidly. We compete primarily with providers of media intelligence and related analytical products and services.
For example, industry associations such as the Advertising Research Foundation, the Council of American Survey Research Organizations, the 14 Table of Conte nt s Internet Advertising Bureau, and the Media Rating Council as well as foreign and international industry associations have initiated efforts to either review market research methodologies across the media that we measure or develop minimum standards for such research.
For example, industry associations such as the Advertising Research Foundation, the Council of American Survey Research Organizations, the Internet Advertising Bureau, and the Media Rating Council as well as foreign and international industry associations have initiated efforts to either review market research methodologies across the media that we measure or develop minimum standards for such research.
Our impairment analysis is sensitive to changes in key assumptions used in our analysis, such as expected future cash flows, the degree of volatility in equity and debt markets and our stock price. Additionally, changes in our strategy or significant technical 20 Table of Conte nt s developments could significantly impact the recoverability of our intangible assets.
Our impairment analysis is sensitive to changes in key assumptions used in our analysis, such as expected future cash flows, the degree of volatility in equity and debt markets and our stock price. Additionally, changes in our strategy or significant technical developments could significantly impact the recoverability of our intangible assets.
As described in the Stockholders Agreement, we may be obligated to obtain debt financing in order to effectuate the special dividend. The interests of the Investors may not always coincide with our interests or the interests of our other stockholders, and the rights described above may delay, deter or prevent acts that would be favored by our other stockholders.
As described in the Stockholders Agreement, we may be obligated to obtain debt financing in order to effectuate the special dividend. 25 Table of Conte nt s The interests of the Investors may not always coincide with our interests or the interests of our other stockholders, and the rights described above may delay, deter or prevent acts that would be favored by our other stockholders.
Remediation of such issues may involve licensing software on costly or unfavorable terms or reengineering our products, either of which could have an adverse effect on our results of operations and financial condition. We are subject to taxation in multiple jurisdictions.
Remediation of such issues may involve licensing software on costly or unfavorable terms or reengineering our products, either of which could have an adverse effect on our results of operations and financial condition. 23 Table of Conte nt s We are subject to taxation in multiple jurisdictions.
In addition, we are subject to financial covenants under the Revolving Credit Agreement, including a requirement to maintain a minimum Consolidated Asset Coverage Ratio and minimum Liquidity through maturity, minimum Consolidated EBITDA for periods through December 31, 2023, and a minimum Consolidated Fixed Charge Coverage Ratio for periods after December 31, 2023 (each term as defined in the Revolving Credit Agreement).
In addition, we are subject to financial covenants under the Revolving Credit Agreement, including a requirement to maintain a minimum Consolidated Asset Coverage Ratio and minimum Liquidity through maturity and a minimum Consolidated Fixed Charge Coverage Ratio for periods after March 31, 2024 (each term as defined in the Revolving Credit Agreement).
General Risks Related to Ownership of Our Common Stock • Securities that we may become obligated to issue under existing or future agreements may cause immediate and substantial dilution to our current stockholders. • Provisions in our governing documents and under Delaware law might discourage, delay or prevent a change of control or changes in our management.
General Risks Related to Ownership of Our Common Stock • Securities that we may become obligated to issue under existing or future agreements may cause immediate and substantial dilution to our current stockholders. • Actions of activist stockholders may disrupt our business and cause fluctuations in our stock price • Provisions in our governing documents and under Delaware law might discourage, delay or prevent a change of control or changes in our management.
In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area. Five U.S. states now have comprehensive privacy laws governing the collection and use of personal information.
In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area. Many U.S. states have also adopted comprehensive privacy laws governing the collection and use of personal information.
If we fail to meet our financial covenants or other obligations under the Revolving Credit Agreement, the lender(s) may accelerate any amounts outstanding under the Revolving Credit Agreement and may terminate their commitments to extend further credit.
If we fail to meet our obligations under the Revolving Credit Agreement, the lender(s) may accelerate any amounts outstanding under the Revolving Credit Agreement and may terminate their commitments to extend further credit.
These or other future relationships or transactions may involve preferred or exclusive licenses, 16 Table of Conte nt s discount pricing, provision of our products and services without charge, or investments in other businesses to expand our sales capabilities.
These or other future relationships or transactions may involve preferred or exclusive licenses, discount pricing, provision of our products and services without charge, or investments in other businesses to expand our sales capabilities.
We incurred net losses of $66.6 million, $50.0 million and $47.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. We cannot make assurances that we will be able to achieve profitability in the future. As of December 31, 2022, we had an accumulated deficit of $1.3 billion.
We incurred net losses of $79.4 million, $66.6 million and $50.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. We cannot make assurances that we will be able to achieve profitability in the future. As of December 31, 2023, we had an accumulated deficit of $1.4 billion.
If we are unable to gain or maintain access to information measuring a media component or type, or if we are unable to do so on commercially reasonable terms, our ability to meet our customers' demands and our business and financial performance may be harmed.
If we are unable to gain or maintain access to information measuring a media component or type, or if we are unable to do so on 13 Table of Conte nt s commercially reasonable terms, our ability to meet our customers' demands and our business and financial performance may be harmed.
As the media and advertising industries increasingly evaluate advertising campaigns across various forms of media, such as television, online, and mobile, the ability to measure the combined size and composition of audiences across platforms is increasingly important and in demand.
As the media and advertising industries increasingly evaluate advertising campaigns across various forms of media, the ability to measure the combined size and composition of audiences across channels and platforms is increasingly important and in demand.
If we are unable to acquire and integrate data effectively and efficiently, or if the cost of data acquisition or integration increases, our business, financial condition and results of operations may be harmed.
If we are unable to acquire and integrate data effectively and efficiently, or if the cost of data acquisition or integration continues to increase, our business, financial condition and results of operations will be harmed.
As of December 31, 2022, each Investor's Preferred Stock represented approximately 15.6% of the outstanding voting power of the Company on an as-converted basis.
As of December 31, 2023, each Investor's Preferred Stock represented approximately 15.3% of the outstanding voting power of the Company on an as-converted basis.
Servicing our indebtedness under the Revolving Credit Agreement could divert resources from other priorities, including investment in our products and operations and satisfaction of our outstanding trade payables.
Servicing and, upon maturity, repaying our indebtedness under the Revolving Credit Agreement could divert resources from other priorities, including investment in our products and operations and satisfaction of our outstanding trade payables and dividend obligations.
In addition, we are required to pay annual cash dividends on our Preferred Stock, and we may incur additional debt for operations or to fund a special dividend to the holders of our Preferred Stock.
In addition, we are required to pay annual dividends on our Preferred Stock, which we deferred in 2023 and continue to accrue, and we may incur additional debt for operations or to fund a special dividend to the holders of our Preferred Stock.
Risks Related to Our Capital Structure and Financings • The holders of our Series B Convertible Preferred Stock ("Preferred Stock") have significant influence and rights that may conflict with the interests of our other stockholders. • We may not realize the anticipated benefits of our Preferred Stock transactions, including commercial benefits from our data license with Charter. • The market value of our Common Stock could decline if the holders of our Preferred Stock sell their shares when transfer restrictions expire. • Our financing and debt covenants could restrict our operating flexibility. • Any failure to meet our debt obligations could adversely affect our business and financial condition. • We may need additional capital to support our business or meet our debt or dividend obligations, which may not be available on acceptable terms or at all.
Risks Related to Our Capital Structure and Financings • The holders of our Preferred Stock have significant influence and rights that may conflict with the interests of our other stockholders. • We may not realize the anticipated benefits of our Preferred Stock transactions, including commercial benefits from our data license with Charter. • Our financing and debt obligations and covenants could restrict our operating flexibility. • Any failure to meet our debt obligations could adversely affect our business and financial condition. • We may need additional capital to support our business or meet our debt or dividend obligations, which may not be available on acceptable terms or at all.
The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general. In recent months, macroeconomic factors such as inflation, rising interest rates and supply chain disruptions have caused some advertisers to reduce or delay advertising expenditures.
The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general. Over the past two years, macroeconomic factors including inflation, rising interest rates and supply chain disruptions have caused some advertisers to reduce or delay advertising expenditures.
Although we have taken steps to mitigate the impact of these changes on our business, there can be no assurance that we will be able to maintain panels of sufficient size and scope to provide the quality of marketing intelligence that our customers demand from our products.
At the same time, the difficulty of recruiting new panelists has increased. Although we have taken steps to mitigate the impact of these changes on our business, there can be no assurance that we will be able to maintain panels of sufficient size and scope to provide the quality of marketing intelligence that our customers demand from our products.
Foreign Corrupt Practices Act; • difficulties in staffing and managing international operations, including complex and costly hiring, disciplinary, and termination requirements as well as third-party contracting arrangements; • the complexities of foreign value-added taxes and the repatriation of earnings, particularly following the enactment of the TCJA; 24 Table of Conte nt s • reduced or varied protection for intellectual property rights in some countries; • political, social and economic instability abroad, terrorist attacks and security concerns; • fluctuations in currency exchange rates; and • increased accounting and reporting burdens and complexities.
Foreign Corrupt Practices Act and U.S. sanctions regime; • difficulties in staffing and managing international operations, including complex and costly hiring, disciplinary, and termination requirements as well as third-party contracting arrangements; • the complexities of foreign value-added taxes and the repatriation of earnings, particularly following the enactment of the TCJA; • reduced or varied protection for intellectual property rights in some countries; • political, social and economic instability abroad, terrorist attacks and security concerns; • fluctuations in currency exchange rates that have affected and could continue to affect our results of operations; and • increased accounting and reporting burdens and complexities.
Our existing stockholders have and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of December 31, 2022, our Preferred Stock was convertible into an aggregate of 85,708,361 shares of Common Stock at the election of the holders.
Our existing stockholders have and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of December 31, 2023, our Preferred Stock was convertible into an aggregate of 4,614,513 shares of Common Stock at the election of the holders.
Furthermore, even if we do have access to television and digital (including mobile and CTV) data, if we have insufficient technology, or encounter challenges in our methodological approaches, our products may be inferior to other offerings, and we may be unable to meet our customers' demands. In such event, our business and financial performance may be harmed.
Furthermore, even if we do have access to a particular form of data, if we have insufficient technology or encounter challenges in our methodological approaches, our products may be inferior to other offerings, and we may be unable to meet our customers' demands. In such event, our business and financial performance may be harmed.
If any applicable tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material and adverse effect on our business, financial condition or results of operations. In August 2022, the Inflation Reduction Act ("IRA") was enacted in the U.S.
If any applicable tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material and adverse effect on our business, financial condition or results of operations.
Moreover, as mobile devices, technology and CTV viewing continue to proliferate, gaining and maintaining cost-effective access to mobile and CTV data will become increasingly critical, and we could face difficulty in accessing these forms of data.
Moreover, as mobile devices, technology and CTV viewing continue to proliferate, gaining and maintaining cost-effective access to mobile and CTV data has become increasingly critical, and we could face difficulty in accessing these forms of data on reasonable terms or at all.
In assessing the need for a valuation allowance, we consider all sources of taxable income, including potential opportunities for loss carrybacks, the reversal of existing temporary differences associated with our deferred tax assets and liabilities, tax planning strategies and future taxable income.
In assessing the need for a valuation allowance, we consider all sources of taxable income, including potential opportunities for loss carrybacks, the reversal of existing temporary differences associated with our deferred tax assets and liabilities, tax planning strategies and future taxable income. We also consider other evidence such as historical pre-tax book income in making the determination.
We have also issued 8,066,876 shares of Common Stock for distribution to the selling stockholders of Shareablee (which we acquired in December 2021), and we may elect to pay any deferred consideration due to the Shareablee sellers in 2023 and 2024 in shares of Common Stock.
We have also issued 403,342 shares of Common Stock to the selling stockholders of Shareablee (which we acquired in December 2021), and we may elect to pay any deferred consideration due to the Shareablee sellers in 2024 in shares of Common Stock.
Capital and credit market conditions, adverse events affecting our business or industry, the tightening of lending standards, rising interest rates, negative actions by regulatory authorities or rating agencies, or other factors also could negatively impact our ability to obtain future financing on terms acceptable to us or at all.
This could make it more difficult for us to raise necessary financing in the future. 26 Table of Conte nt s Capital and credit market conditions, adverse events affecting our business or industry, the tightening of lending standards, rising interest rates, negative actions by regulatory authorities or rating agencies, or other factors also could negatively impact our ability to obtain future financing on terms acceptable to us or at all.
If we lose the services of one or more of our bandwidth providers for any reason, we could experience disruption in the delivery of our products or be required to retain the services of a replacement bandwidth provider.
We depend on access to the internet through third-party bandwidth providers to operate our business. If we lose the services of one or more of our bandwidth providers for any reason, we could experience disruption in the delivery of our products or be required to retain the services of a replacement bandwidth provider.
We believe that our revenues and results of operations on a year-over-year and sequential quarter-over-quarter basis may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. Investors are cautioned not to rely on the results of prior periods as an indication of future performance.
We believe that our revenues and results of operations on a year-over-year and sequential quarter-over-quarter basis may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful.
Although we take precautions to prevent the collection of data from panelists in embargoed countries that may be subject to export controls and economic and trade sanctions under these laws and regulations, we have collected such data in the past, and there is a risk that we could collect such data in the future despite our precautions.
If we fail to comply with these laws and regulations, we could be subject to civil or criminal penalties and reputational harm. 24 Table of Conte nt s Although we take precautions to prevent the collection of data from panelists in embargoed countries and regions that may be subject to export controls and economic and trade sanctions under these laws and regulations, we have collected such data in the past, and there is a risk that we could collect such data in the future despite our precautions.
If we are unable to develop and integrate timely enhancements to, and new features for, our existing methodologies or products or if we are unable to develop new products and technology that keep pace with rapid technological developments, changing industry standards or consumer preferences, our products may become obsolete, less marketable and less competitive, and our business will be harmed.
If we are unable to develop and integrate timely enhancements to, and new features for, our existing methodologies or products or if we are unable to develop new products and technology that keep pace with rapid technological developments, changing industry standards or consumer preferences, our products may become obsolete, less marketable and less competitive, and our business will be harmed. 14 Table of Conte nt s Furthermore, the market for our products is characterized by changes in protocols and evolving industry standards.
In addition to employee terminations, the Restructuring Plan includes 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 our data center footprint; and reduction of other operating expenses, including software and facility costs.
We expect the Restructuring Plan to be substantially complete in 2024. In addition to employee terminations, the Restructuring Plan has included 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 our data center footprint; and reduction of other operating expenses.
To comply with any additional restrictions, we may be required to implement certain additional technological and manual controls that could put pressure on our cost structure and could affect our pricing.
To comply with any additional restrictions, we may be required to implement certain additional technological and manual controls that could put pressure on our cost structure and could affect our pricing. Supplier consolidation and increased pricing for additional use cases could also put pressure on our cost structure and our ability to meet obligations to our customers.
As of December 31, 2022, 2,283,987 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 4,644,619 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit awards under our equity incentive plans and arrangements (including assumed Shareablee awards and an employment inducement award we granted in 2021), 5,693,104 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan, and 176,435 shares of Common Stock were available for future equity awards under our acquired Shareablee plan.
As of December 31, 2023, 108,663 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 313,724 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 340,728 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.
Our business activities include the collection of data from panelists around the world, and such activities may be subject to various restrictions under U.S. export controls and economic and trade sanctions laws. If we fail to comply with these laws and regulations, we could be subject to civil or criminal penalties and reputational harm.
Our business activities include the collection of data from panelists around the world, and such activities may be subject to various restrictions under U.S. export controls and economic and trade sanctions laws.
If we are unable to compete successfully against our current and future competitors, we may not be able to retain and acquire customers, and we may consequently experience a decline in revenues, reduced operating margins, loss of market share and diminished value from our products. 13 Table of Conte nt s If we are unable to provide television, digital or cross-platform analytics, or if our analytics are incomplete, our ability to maintain and grow our business may be harmed.
If we are unable to compete successfully against our current and future competitors, we may not be able to retain and acquire customers, and we may consequently experience a decline in revenues, reduced operating margins, loss of market share and diminished value from our products.
Additionally, the costs of compliance with, and the other burdens imposed by, these and other laws, regulatory actions and customer or partner policies may prevent us from selling our products, may require us to alter our products in ways that make them less competitive or compelling to customers, may divert development resources from other priorities, may continue to increase the costs associated with selling our products, and may affect our ability to invest in or jointly develop products in the U.S. and in foreign jurisdictions.
However, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the rapidly evolving industries in which we operate, and may be interpreted and applied inconsistently from country to country, state to state, and customer to customer, and inconsistently with our current policies and practices. 22 Table of Conte nt s Additionally, the costs of compliance with, and the other burdens imposed by, these and other laws, regulatory actions and customer or partner policies may prevent us from selling our products, may require us to alter our products in ways that make them less competitive or compelling to customers, may divert development resources from other priorities, may continue to increase the costs associated with selling our products, and may affect our ability to invest in or jointly develop products in the U.S. and in foreign jurisdictions.
Our competitors or other providers may have more leverage with data providers and may be unable or unwilling to provide us with access to quality data to support our products, on reasonable terms or at all.
Our competitors may have more leverage with data providers than we do, which may result in those providers being unwilling to provide us with access to quality data to support our products, on reasonable terms or at all.
For example, the development of opt-in permissions and enhanced focus on consent-based measurement provide the benefit of limiting the transfer of consumer personal information, but also mean changes to our data collection, storage and delivery processes. If we are unable to innovate and adapt our methodologies to meet evolving customer needs, our products may become obsolete or less competitive.
For example, the development of opt-in permissions and enhanced focus on consent-based measurement provide the benefit of limiting the transfer of consumer personal information, but also mean changes to our data collection, storage and delivery processes.
On January 7, 2021, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (collectively, the "Securities Purchase Agreements") with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine Investor, LLC ("Pine") (collectively, the "Investors").
In 2021, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (collectively, the "Securities Purchase Agreements") with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine Investor, LLC ("Pine"). In 2023, Qurate sold its shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a private transaction.
In connection with the Transactions, we also entered into a long-term data license with Charter, which was intended to enhance our ability to execute on our strategic plans and growth initiatives. At the closing of the Transactions, the Preferred Stock was initially convertible into an aggregate of 82,527,609 shares of our Common Stock (subject to adjustment).
In connection with the Transactions, we also entered into a long-term data license with Charter, which was intended to enhance our ability to execute on our strategic plans and growth initiatives.
These U.S. 22 Table of Conte nt s federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and impose new and complex requirements on our business.
These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and impose new and complex requirements on our business. Artificial intelligence, or AI, is also the subject of evolving review by various governments and regulatory agencies around the world.
On an as-converted basis, this collectively represented approximately 50.6% of our issued and outstanding Common Stock immediately following the closing (equating to approximately 16.9% per Investor), and the Investors became the largest stockholders of the Company.
At the closing of the Transactions, the Preferred Stock was initially convertible into an aggregate of 50.6% of our issued and outstanding Common Stock immediately following the closing (equating to approximately 16.9% per Investor), and the Investors became the largest stockholders of the Company.
We also rely on security questionnaires and contractual representations made to us by customers, partners, vendors and other third-party data providers that their own use of our services and the information they provide to us do not violate any applicable privacy laws, rules and regulations or their own privacy or security policies.
Additionally, laws regulating privacy and third-party products purporting to address privacy concerns could negatively affect the functionality of, and demand for, our products and services, thereby resulting in loss of customers, partners and vendors and harm to our business. 21 Table of Conte nt s In addition to our own data privacy, security and governance policies, we also rely on security questionnaires and contractual representations made to us by customers, partners, vendors and other third-party data providers that their own use of our services and the information they provide to us do not violate any applicable privacy laws, rules and regulations or their own privacy or security policies.
To compete effectively, we have in the past been, and may in the future be, forced to offer significant discounts to maintain existing customers or acquire other large customers.
To compete effectively, we have in the past been, and may in the future be, forced to offer significant discounts to maintain existing customers or acquire other large customers. As a result, new large customers or increased usage of our products by large customers may cause our profit margins to decline.
Our ability to collect and report accurate data may be interrupted by a number of factors, including the failure of our network or software systems, computer viruses, security breaches, or variability in the information we ingest. Our product, information technology and security teams regularly review our systems and security posture and evaluate ways to enhance our processes and controls.
Our ability to collect and report accurate data may be interrupted by a number of factors, including the failure of our network or software systems, computer viruses, security breaches, or variability in the information we ingest. We have experienced, and may in the future experience, system failures and cybersecurity incidents.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur other material locations, all of which are leased under operating leases, include the following: • New York, New York • Portland, Oregon As of December 31, 2022, we leased facilities in 26 locations worldwide, including approximately 48,000 square feet of subleased space in six properties. Currently, however, most of our employees are operating under remote or hybrid working arrangements.
Biggest changeIf we require additional space, we believe that we would be able to obtain such space on commercially reasonable terms. As of December 31, 2023, we leased facilities in 19 locations worldwide, including subleased space in five properties. Currently, however, most of our employees are operating under remote or hybrid working arrangements.
ITEM 2. PROPERTIES Our corporate headquarters are located in Reston, Virginia, where we occupy approximately 84,000 square feet of office space. We also lease space in various locations throughout North America, South America, Europe, and Asia Pacific for sales and other personnel.
ITEM 2. PROPERTIES Our corporate headquarters are located in leased office space in Reston, Virginia. Our other principal locations include leased office space in New York, New York and Portland, Oregon. We also lease space in various locations throughout North America, South America, Europe, and Asia Pacific for sales and other personnel.
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If we require additional space, we believe that we would be able to obtain such space on commercially reasonable terms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe preceding Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such securities filing, except to the extent that we specifically incorporate it by reference. 29 Table of Conte nt s SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The information relating to our equity compensation plans required by Item 5 is incorporated by reference to such information as set forth in Part III, Item 12 , "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Information required by Item 701 of Regulation S-K was previously included in our Quarterly Report on Form 10-Q filed on August 9, 2022.
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The information relating to our equity compensation plans required by Item 5 is incorporated by reference to such information as set forth in Part III, Item 12 , "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." Unregistered Sales of Equity Securities and Use of Proceeds None.
HOLDERS As of February 24, 2023, there were 132 stockholders of record of our Common Stock, although we believe that there are a significantly larger number of beneficial owners of our Common Stock. We derived the number of stockholders by reviewing the listing of outstanding Common Stock recorded by our transfer agent as of February 24, 2023.
Holders As of March 6, 2024, there were 113 stockholders of record of our Common Stock, although we believe that there are a significantly larger number of beneficial owners of our Common Stock. We derived the number of stockholders by reviewing the listing of outstanding Common Stock recorded by our transfer agent as of March 6, 2024.
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STOCK PERFORMANCE GRAPH The following graph compares the cumulative total stockholder return on our Common Stock between December 31, 2017 and December 31, 2022 to the cumulative total returns of the Nasdaq Composite Index, the S&P MidCap 400 Index and the Nasdaq Computer Index over the same period.
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This graph assumes the investment of $100 at the closing price of the markets on December 31, 2017 in our Common Stock, the Nasdaq Composite Index, the S&P MidCap 400 Index and the Nasdaq Computer Index, and assumes the reinvestment of dividends, if any. The comparisons shown in the following graph are based upon historical data.
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We caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our Common Stock.
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COMPARISON OF CUMULATIVE TOTAL RETURN* among comScore, Inc., The Nasdaq Composite Index, The Nasdaq Computer Index and The S&P MidCap 400 Index _________________ * $100 invested upon market close of The Nasdaq Global Select Market on December 31, 2017, including reinvestment of dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYears Ended December 31, 2022 2021 2020 (In thousands) Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue Revenues $ 376,423 100.0 % $ 367,013 100.0 % $ 356,036 100.0 % Cost of revenues 205,294 54.5 % 203,044 55.3 % 180,712 50.8 % Selling and marketing 68,453 18.2 % 66,937 18.2 % 70,220 19.7 % Research and development 36,987 9.8 % 39,123 10.7 % 38,706 10.9 % General and administrative 61,200 16.3 % 61,736 16.8 % 55,783 15.7 % Amortization of intangible assets 27,096 7.2 % 25,038 6.8 % 27,219 7.6 % Impairment of goodwill 46,300 12.3 % — — % — — % Restructuring 5,810 1.5 % — — % — — % Impairment of right-of-use and long-lived assets 156 — % — — % 4,671 1.3 % Total expenses from operations 451,296 119.9 % 395,878 107.9 % 377,311 106.0 % Loss from operations (74,873) (19.9) % (28,865) (7.9) % (21,275) (6.0) % Loss on extinguishment of debt — — % (9,629) (2.6) % — — % Interest expense, net (915) (0.2) % (7,801) (2.1) % (35,805) (10.1) % Other income (expense), net 9,785 2.6 % (5,778) (1.6) % 14,554 4.1 % Gain (loss) from foreign currency transactions 1,166 0.3 % 2,895 0.8 % (4,490) (1.3) % Loss before income taxes (64,837) (17.2) % (49,178) (13.4) % (47,016) (13.2) % Income tax provision (1,724) (0.5) % (859) (0.2) % (902) (0.3) % Net loss $ (66,561) (17.7) % $ (50,037) (13.6) % $ (47,918) (13.5) % Revenues Our products and services are organized around solution groups that address customer needs.
Biggest changeYears Ended December 31, 2023 2022 2021 (In thousands) Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue Revenues $ 371,343 100.0 % $ 376,423 100.0 % $ 367,013 100.0 % Cost of revenues 205,580 55.3 % 205,294 54.5 % 203,044 55.3 % Selling and marketing 63,322 17.1 % 68,453 18.2 % 66,937 18.2 % Research and development 33,701 9.1 % 36,987 9.8 % 39,123 10.7 % General and administrative 51,192 13.8 % 61,200 16.3 % 61,736 16.8 % Amortization of intangible assets 5,213 1.4 % 27,096 7.2 % 25,038 6.8 % Impairment of goodwill 78,200 21.0 % 46,300 12.3 % — — % Restructuring 6,234 1.7 % 5,810 1.5 % — — % Impairment of right-of-use and long-lived assets 1,502 0.4 % 156 — % — — % Total expenses from operations 444,944 119.8 % 451,296 119.9 % 395,878 107.9 % Loss from operations (73,601) (19.8) % (74,873) (19.9) % (28,865) (7.9) % Interest expense, net (1,445) (0.4) % (915) (0.2) % (7,801) (2.1) % Other income (expense), net 42 — % 9,785 2.6 % (5,778) (1.6) % (Loss) gain from foreign currency transactions (2,824) (0.8) % 1,166 0.3 % 2,895 0.8 % Loss on extinguishment of debt — — % — — % (9,629) (2.6) % Loss before income taxes (77,828) (21.0) % (64,837) (17.2) % (49,178) (13.4) % Income tax provision (1,533) (0.4) % (1,724) (0.5) % (859) (0.2) % Net loss $ (79,361) (21.4) % $ (66,561) (17.7) % $ (50,037) (13.6) % Revenues Our products and services are organized around solution groups that address customer needs.
Revenues for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Digital Ad Solutions $ 212,510 56.5 % $ 221,979 60.5 % $ (9,469) (4.3) % Cross Platform Solutions 163,913 43.5 % 145,034 39.5 % 18,879 13.0 % Total revenues $ 376,423 100.0 % $ 367,013 100.0 % $ 9,410 2.6 % Total revenues increased by $9.4 million, or 2.6%, for the year ended December 31, 2022 as compared to 2021.
Revenues for the years ended December 31, 2022 and 2021 are as follows: Years Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Digital Ad Solutions $ 212,510 56.5 % $ 221,979 60.5 % $ (9,469) (4.3) % Cross Platform Solutions 163,913 43.5 % 145,034 39.5 % 18,879 13.0 % Total revenues $ 376,423 100.0 % $ 367,013 100.0 % $ 9,410 2.6 % Total revenues increased by $9.4 million, or 2.6%, for the year ended December 31, 2022 as compared to 2021.
Cost of revenues for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Data costs $ 70,707 18.8 % $ 74,196 20.2 % $ (3,489) (4.7) % Employee costs 41,003 10.9 % 41,386 11.3 % (383) (0.9) % Systems and bandwidth costs 34,526 9.2 % 27,565 7.5 % 6,961 25.3 % Lease expense and depreciation 21,016 5.6 % 18,946 5.2 % 2,070 10.9 % Panel costs 15,747 4.2 % 15,198 4.1 % 549 3.6 % Sample and survey costs 7,013 1.9 % 7,008 1.9 % 5 0.1 % Professional fees 5,954 1.6 % 5,109 1.4 % 845 16.5 % Technology 4,701 1.2 % 5,689 1.6 % (988) (17.4) % Royalties and resellers 3,534 0.9 % 4,039 1.1 % (505) (12.5) % Other 1,093 0.3 % 3,908 1.1 % (2,815) (72.0) % Total cost of revenues $ 205,294 54.5 % $ 203,044 55.3 % $ 2,250 1.1 % Cost of revenues increased by $2.3 million, or 1.1%, for the year ended December 31, 2022 as compared to 2021.
Cost of revenues for the years ended December 31, 2022 and 2021 are as follows: Years Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Data costs $ 70,707 18.8 % $ 74,196 20.2 % $ (3,489) (4.7) % Employee costs 41,003 10.9 % 41,386 11.3 % (383) (0.9) % Systems and bandwidth costs 34,526 9.2 % 27,565 7.5 % 6,961 25.3 % Lease expense and depreciation 21,016 5.6 % 18,946 5.2 % 2,070 10.9 % Panel costs 15,747 4.2 % 15,198 4.1 % 549 3.6 % Sample and survey costs 7,013 1.9 % 7,008 1.9 % 5 0.1 % Professional fees 5,954 1.6 % 5,109 1.4 % 845 16.5 % Technology 4,701 1.2 % 5,689 1.6 % (988) (17.4) % Royalties and resellers 3,534 0.9 % 4,039 1.1 % (505) (12.5) % Other 1,093 0.3 % 3,908 1.1 % (2,815) (72.0) % Total cost of revenues $ 205,294 54.5 % $ 203,044 55.3 % $ 2,250 1.1 % Cost of revenues increased by $2.3 million, or 1.1%, for the year ended December 31, 2022 as compared to 2021.
Selling and marketing expenses for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Employee costs $ 55,416 14.7 % $ 55,966 15.2 % $ (550) (1.0) % Lease expense and depreciation 3,849 1.0 % 4,217 1.1 % (368) (8.7) % Technology 3,360 0.9 % 2,621 0.7 % 739 28.2 % Professional fees 2,464 0.7 % 2,024 0.6 % 440 21.7 % Marketing and advertising 1,751 0.5 % 953 0.3 % 798 83.7 % Other 1,613 0.4 % 1,156 0.3 % 457 39.5 % Total selling and marketing expenses $ 68,453 18.2 % $ 66,937 18.2 % $ 1,516 2.3 % Selling and marketing expenses increased by $1.5 million, or 2.3%, for the year ended December 31, 2022 as compared to 2021.
Selling and marketing expenses for the years ended December 31, 2022 and 2021 are as follows: Years Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Employee costs $ 55,416 14.7 % $ 55,966 15.2 % $ (550) (1.0) % Lease expense and depreciation 3,849 1.0 % 4,217 1.1 % (368) (8.7) % Technology 3,360 0.9 % 2,621 0.7 % 739 28.2 % Professional fees 2,464 0.7 % 2,024 0.6 % 440 21.7 % Marketing and advertising 1,751 0.5 % 953 0.3 % 798 83.7 % Other 1,613 0.4 % 1,156 0.3 % 457 39.5 % Total selling and marketing expenses $ 68,453 18.2 % $ 66,937 18.2 % $ 1,516 2.3 % Selling and marketing expenses increased by $1.5 million, or 2.3%, for the year ended December 31, 2022 as compared to 2021.
General and administrative expenses for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Employee costs $ 31,298 8.3 % $ 33,571 9.1 % $ (2,273) (6.8) % Professional fees 15,706 4.2 % 16,194 4.4 % (488) (3.0) % Technology 3,379 0.9 % 2,922 0.8 % 457 15.6 % Lease expense and depreciation 1,668 0.4 % 1,888 0.5 % (220) (11.7) % Other 9,149 2.4 % 7,161 2.0 % 1,988 27.8 % Total general and administrative expenses $ 61,200 16.3 % $ 61,736 16.8 % $ (536) (0.9) % General and administrative expenses decreased by $0.5 million, or 0.9%, for the year ended December 31, 2022 as compared to 2021.
General and administrative expenses for the years ended December 31, 2022 and 2021 are as follows: Years Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Employee costs $ 31,298 8.3 % $ 33,571 9.1 % $ (2,273) (6.8) % Professional fees 15,706 4.2 % 16,194 4.4 % (488) (3.0) % Technology 3,379 0.9 % 2,922 0.8 % 457 15.6 % Lease expense and depreciation 1,668 0.4 % 1,888 0.5 % (220) (11.7) % Other 9,149 2.4 % 7,161 2.0 % 1,988 27.8 % Total general and administrative expenses $ 61,200 16.3 % $ 61,736 16.8 % $ (536) (0.9) % General and administrative expenses decreased by $0.5 million, or 0.9%, for the year ended December 31, 2022 as compared to 2021.
Future Capital Requirements Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities and dividend payment obligations, and expenses from ongoing compliance efforts and legal matters.
Future Capital Requirements Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities, dividend payment obligations, and expenses from ongoing compliance efforts and legal matters.
Notably, the Revolving Credit Agreement (as amended) contains financial covenants that require us to maintain a minimum Consolidated Asset Coverage Ratio and minimum Liquidity through maturity, minimum Consolidated EBITDA for periods through December 31, 2023, and a minimum Consolidated Fixed Charge Coverage Ratio for periods after December 31, 2023 (each term as defined in the Revolving Credit Agreement).
Notably, the Revolving Credit Agreement (as amended) contains financial covenants that require us to maintain a minimum Consolidated Asset Coverage Ratio and minimum Liquidity through maturity, and a minimum Consolidated Fixed Charge Coverage Ratio for periods after December 31, 2023 (each term as defined in the Revolving Credit Agreement).
Our liquidity could also be negatively affected if we are unable to repay or refinance our outstanding borrowings under the Revolving Credit Agreement upon its maturity in 2024. For additional information on the Revolving Credit Agreement, refer to Footnote 6 , Debt .
Our liquidity could also be negatively affected if we are unable to repay or refinance our outstanding borrowings under the Revolving Credit Agreement upon its maturity in May 2024. For additional information on the Revolving Credit Agreement, refer to Footnote 6 , Debt .
In 2021, we recorded a $9.6 million loss on debt extinguishment related to the payoff of our senior secured convertible notes issues to Starboard Value LP (the "Notes") and a subsidiary-issued secured promissory note (the "Secured Term Note") on March 10, 2021.
In 2021, we recorded a $9.6 million loss on debt extinguishment related to the payoff of our senior secured convertible notes issued to Starboard Value LP (the "Notes") and a subsidiary-issued secured promissory note (the "Secured Term Note") on March 10, 2021.
For additional information on the Preferred Stock issuance and related debt extinguishments, refer to Footnote 6 , Debt and Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity. Revolving Credit Agreement On May 5, 2021, we entered into the Revolving Credit Agreement, which matures on May 5, 2024.
For additional information on the Preferred Stock issuance and related debt extinguishments, refer to Footnote 6 , Debt and Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity. Revolving Credit Agreement On May 5, 2021, we entered into the Revolving Credit Agreement, which matures in May 2024.
Our assumed long-term growth rate was based on projected long-term inflation and gross domestic product growth estimates for the countries in which we operate and a long-term growth estimate for our business and the industry in which we operate. The long-term growth rate selected for the 2022, 2021 and 2020 annual impairment analyses was 3.0%.
Our assumed long-term growth rate was based on projected long-term inflation and gross domestic product growth estimates for the countries in which we operate and a long-term growth estimate for our business and the industry in which we operate. The long-term growth rate selected for the 2023, 2022 and 2021 annual impairment analyses was 3.0%.
As of December 31, 2022, we were in compliance with our covenants under the Revolving Credit Agreement, and based on our current plans, we do not anticipate a breach of these covenants that would result in an event of default under the Revolving Credit Agreement.
As of December 31, 2023, we were in compliance with our covenants under the Revolving Credit Agreement, and based on our current plans, we do not anticipate a breach of these covenants that would result in an event of default under the Revolving Credit Agreement.
The gain was primarily driven by fluctuations in the Euro and Chilean Peso against the U.S. Dollar and U.S. Dollar against the Canadian Dollar and Argentine Peso. For the year ended December 31, 2021, the gain from foreign currency transactions was $2.9 million. The gain was primarily driven by fluctuations in the Euro and Chilean Peso against the U.S.
For the year ended December 31, 2021, the gain from foreign currency transactions was $2.9 million. The gain was primarily driven by fluctuations in the Euro and Chilean Peso against the U.S. Dollar and Chilean Peso against the Euro.
The increase in other income, net was primarily driven by gains from the change in fair value of warrants liability due to a decrease in the trading price of our Common Stock during the year.
The increase in other income, net was primarily driven by gains from the change in fair value of warrants liability due to a decrease in the trading price of our Common Stock during 2022.
The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base and introduce new digital formats, as well as constraints on cash expenditures due to our financial position and the current economic environment. Net cash used in investing activities in 2022 was $17.8 million compared to $14.6 million in 2021.
The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base and introduce new digital formats, as well as constraints on cash expenditures due to our financial position and the current economic environment. Net cash used in investing activities in 2023 was $23.8 million compared to $17.8 million in 2022.
During the years ended December 31, 2022, 2021, and 2020, we recorded an income tax provision of $1.7 million, $0.9 million, and $0.9 million, resulting in an effective tax rate of 2.7%, 1.7%, and 1.9%, respectively.
During the years ended December 31, 2023, 2022, and 2021, we recorded an income tax provision of $1.5 million, $1.7 million, and $0.9 million, resulting in an effective tax rate of 2.0%, 2.7%, and 1.7%, respectively.
Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers. The platforms we measure include televisions, mobile devices, computers, tablets, CTV devices and movie theaters. The information we analyze crosses geographies, types of content and activities, including websites, mobile and OTT apps, video games, television and movie programming, e-commerce, and advertising.
Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers. The platforms we measure include televisions, mobile devices, computers, tablets, CTV devices and movie theaters. The information we analyze crosses geographies, types of content and activities, including websites, mobile and over-the-top applications, video games, television and movie programming, e-commerce, and advertising.
As of September 30, 2022, we concluded that it was more likely than not that the estimated fair value of our reporting unit was less than its carrying value. In our assessment, we considered the decline in our stock price and market capitalization among other factors.
As of June 30, 2023, we concluded that it was more likely than not that the estimated fair value of our reporting unit was less than its carrying value. In our assessment, we considered the decline in our stock price and market capitalization among other factors.
As of December 31, 2022, we had outstanding borrowings of $16.0 million and outstanding letters of credit totaling $3.4 million under the Revolving Credit Agreement, leaving a remaining borrowing capacity of $20.6 million. The borrowed funds were used to reduce our accounts payable balances, primarily related to expenses incurred in prior periods, and support our working capital position.
As of December 31, 2023, we had outstanding borrowings of $16.0 million and outstanding letters of credit totaling $3.2 million under the Revolving Credit Agreement, leaving a remaining borrowing capacity of $20.8 million. The borrowed funds were used to reduce our accounts payable balances, primarily related to expenses incurred in prior periods, and support our working capital position.
The determination of SSP also impacts the amount of revenues we can recognize in transactions where consideration is exchanged with counterparties as described above. Goodwill The valuation of goodwill involves the use of management's estimates and assumptions and can have a significant impact on future operating results.
The determination of SSP also impacts the amount of revenues we can recognize in transactions where consideration is exchanged with counterparties as described above. 41 Table of Conte nt s Goodwill The valuation of goodwill involves the use of management's estimates and assumptions and can have a significant impact on future operating results.
The discounted cash flow model requires the use of various assumptions in developing the present value of projected cash flows, the following of which are significant to our analysis: 41 Table of Conte nt s Projected financial performance: expected future cash flows and growth rates are based upon assumptions of our future revenue growth and operating costs.
The discounted cash flow model requires the use of various assumptions in developing the present value of projected cash flows, the following of which are significant to our analysis: Projected financial performance: expected future cash flows and growth rates are based upon assumptions of our future revenue growth and operating costs.
If the reporting unit's future performance falls below our expectations, or if there are negative revisions to our fair value assumptions, including those that are significant and discussed above, we may need to record a material, non-cash goodwill impairment charge in a future period.
If the reporting unit's future performance falls below our expectations, or if there are negative revisions to our fair value assumptions, including those that are significant and discussed above, we may need to record a material, non-cash goodwill impairment charge in a future period. 42 Table of Conte nt s
We use discount rates that are commensurate with the risks and uncertainty inherent in our business and in our internally-developed forecasts. The discount rates selected for the 2022, 2021 and 2020 annual impairment analyses were 27.0%, 19.0% and 13.5%, respectively.
We use discount rates that are commensurate with the risks and uncertainty inherent in our business and in our internally-developed forecasts. The discount rates selected for the 2023, 2022 and 2021 annual impairment analyses were 22.0%, 27.0% and 19.0%, respectively.
Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $46.3 million non-cash impairment charge. For further information refer to Footnote 10 , Goodwill and Intangible Assets and Item 7 , Critical Accounting Estimates .
Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $46.3 million non-cash impairment charge in the quarter ended September 30, 2022. For further information refer to Footnote 10 , Goodwill and Intangible Assets and Item 7 , Critical Accounting Estimates .
Liquidity and Capital Resources The following table summarizes our cash flows for each of the periods identified: Years Ended December 31, (In thousands) 2022 2021 2020 Net cash provided by operating activities $ 34,937 $ 9,856 $ 717 Net cash used in investing activities (17,822) (14,648) (15,555) Net cash used in financing activities (18,132) (22,452) (2,096) Effect of exchange rate changes on cash, cash equivalents and restricted cash (820) (1,218) 902 Net decrease in cash, cash equivalents and restricted cash (1,837) (28,462) (16,032) Overview Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including restructuring-related costs and expenses incurred in prior periods; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; service of our debt and lease facilities; and dividend payment obligations with respect to our Preferred Stock.
Liquidity and Capital Resources The following table summarizes our cash flows for each of the periods identified: Years Ended December 31, (In thousands) 2023 2022 2021 Net cash provided by operating activities $ 28,926 $ 34,937 $ 9,856 Net cash used in investing activities (23,786) (17,822) (14,648) Net cash used in financing activities (3,394) (18,132) (22,452) Effect of exchange rate changes on cash, cash equivalents and restricted cash 748 (820) (1,218) Net increase (decrease) in cash, cash equivalents and restricted cash 2,494 (1,837) (28,462) Overview Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including restructuring-related costs and expenses incurred in prior periods; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; service of our debt and lease facilities; and dividend payment obligations with respect to our Preferred Stock.
This compared to other expense, net for 2021 due to the loss on the warrants liability resulting from an exercise price adjustment described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , and an increase in the trading price of our Common Stock during 2021.
This compared to other expense, net for 2021 due to an exercise price adjustment described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity , and an increase in the trading price of our Common Stock during 2021.
As of December 31, 2022, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $20.4 million, including $0.4 million in restricted cash; cash flows from our operations; and amounts available to us under our Revolving Credit Agreement, as described below.
As of December 31, 2023, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $22.9 million, including $0.2 million in restricted cash; cash flows from our operations; and amounts available to us under our Revolving Credit Agreement, as described below.
To the extent that our existing cash, cash equivalents and 40 Table of Conte nt s operating cash flow, together with savings from repayment of the Notes and Secured Term Note and cost-reduction initiatives undertaken by our management, are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing.
To the extent that our existing cash, cash equivalents and operating cash flow, together with savings from repayment of prior debt arrangements and cost-reduction initiatives undertaken by our management, are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing.
We performed a quantitative goodwill impairment test in conjunction with the annual test using a discounted cash flow model, supported by a market approach. Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $46.3 million non-cash impairment charge.
We performed a quantitative goodwill impairment test in conjunction with the annual test using a discounted cash flow model, supported by a market approach. Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $34.1 million non-cash impairment charge in the quarter ended December 31, 2023.
("CVI") pursuant to which we sold to CVI for aggregate gross proceeds of $20.0 million (i) 2,728,513 shares of Common Stock and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants to initially purchase up to 11,654,033 shares of Common Stock (the "Private Placement").
("CVI") pursuant to which we sold to CVI for aggregate gross proceeds of $20.0 million (i) 136,425 shares of Common Stock and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants to initially purchase up to 582,701 shares of Common Stock (the "Private Placement").
On October 14, 2019, we issued 2,728,513 shares of Common Stock to CVI upon exercise by CVI of the Series C Warrants. As a result of this exercise, the number of shares issuable under our Series A Warrants was increased by 2,728,513. On January 29, 2020, the Series B-1 Warrants expired unexercised.
On October 14, 2019, we issued 136,425 shares of Common Stock to CVI upon exercise by CVI of the Series C Warrants. As a result of this exercise, the number of 39 Table of Conte nt s shares issuable under our Series A Warrants was increased by 136,425. On January 29, 2020, the Series B-1 Warrants expired unexercised.
Our selected discount rate was higher in 2022 primarily due to the increase in risk-free interest rates, cost of debt, unlevered beta assumptions, and company-specific risk premium ("CSRP"). The increase in CSRP was related to the utilization of higher growth rates in earnings before interest, taxes, depreciation, and amortization.
Our selected discount rate was lower in 2023 in comparison to 2022 primarily due to the decrease in unlevered beta assumptions and company-specific risk premium ("CSRP"). The decrease in CSRP was related to the utilization of lower growth rates in earnings before interest, taxes, depreciation, and amortization.
Research and development expenses for the years ended December 31, 2022 and 2021 are as follows: Year Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Employee costs $ 28,955 7.7 % $ 29,116 7.9 % $ (161) (0.6) % Technology 3,685 1.0 % 4,264 1.2 % (579) (13.6) % Lease expense and depreciation 2,783 0.7 % 3,555 1.0 % (772) (21.7) % Professional fees 1,002 0.3 % 1,664 0.5 % (662) (39.8) % Other 562 0.1 % 524 0.1 % 38 7.3 % Total research and development expenses $ 36,987 9.8 % $ 39,123 10.7 % $ (2,136) (5.5) % 34 Table of Conte nt s Research and development expenses decreased by $2.1 million, or 5.5%, for the year ended December 31, 2022 as compared to 2021.
Employee costs decreased primarily due to an increase in employee compensation capitalized in 2023 in relation to capitalized software projects as we are allocating more resources to product development, as well as a decrease in employee headcount related to our restructuring plan. 34 Table of Conte nt s Research and development expenses for the years ended December 31, 2022 and 2021 are as follows: Years Ended December 31, (In thousands) 2022 % of Revenue 2021 % of Revenue $ Variance % Variance Employee costs $ 28,955 7.7 % $ 29,116 7.9 % $ (161) (0.6) % Technology 3,685 1.0 % 4,264 1.2 % (579) (13.6) % Lease expense and depreciation 2,783 0.7 % 3,555 1.0 % (772) (21.7) % Professional fees 1,002 0.3 % 1,664 0.5 % (662) (39.8) % Other 562 0.1 % 524 0.1 % 38 7.3 % Total research and development expenses $ 36,987 9.8 % $ 39,123 10.7 % $ (2,136) (5.5) % Research and development expenses decreased by $2.1 million, or 5.5%, for the year ended December 31, 2022 as compared to 2021.
Results of Operations The following table sets forth selected Consolidated Statements of Operations and Comprehensive Loss data as a percentage of revenues for each of the periods indicated.
Results of Operations The following table sets forth selected Consolidated Statements of Operations and Comprehensive Loss data as a percentage of revenues for each of the periods indicated. Percentages may not add due to rounding.
General and Administrative General and administrative expenses consist primarily of employee costs including salaries, benefits, stock-based compensation and other related costs, and related expenses for executive management, finance, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, which is comprised of lease expense and other facilities-related costs, depreciation expense related to general purpose equipment and software, and expenses incurred for other general corporate purposes.
General and Administrative General and administrative expenses consist primarily of employee costs including salaries, benefits, stock-based compensation and other related costs, and related expenses for executive management, finance, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, which is comprised of lease expense and other facilities-related costs, depreciation expense related to general purpose equipment and software, amortization of cloud-computing implementation costs, changes in the fair value of our contingent consideration liability, Board of Directors compensation and expenses incurred for other general corporate purposes.
We generate the majority of our revenues from the sale and delivery of our products within the United States. For information with respect to sales by geographic markets, refer to Footnote 4 , Revenue Recognition , of the Notes to Consolidated Financial Statements.
Non-U.S. revenue declined in 2023 primarily due to a decline in revenue from our syndicated digital products. We generate the majority of our revenues from the sale and delivery of our products within the United States. For information with respect to sales by geographic markets, refer to Footnote 4 , Revenue Recognition , of the Notes to Consolidated Financial Statements.
The increase in cash used in investing activities was primarily due to an increase in cash paid for capitalized internally developed software offset by cash acquired from our 2021 acquisition of Shareablee. Net cash used in investing activities in 2021 was $14.6 million compared to $15.6 million in 2020.
The increase in cash used in investing activities was primarily due to an increase in cash paid for capitalized internally developed software offset by cash acquired from our 2021 acquisition of Shareablee. Financing Activities Net cash used in financing activities in 2023 was $3.4 million compared to $18.1 million in 2022.
Selling and Marketing Selling and marketing expenses consist primarily of employee costs, including salaries, benefits, commissions, stock-based compensation and other related costs for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, industry conferences, promotional materials, public relations, other sales and marketing programs and allocated overhead, which is comprised of lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.
Additionally, other expenses decreased primarily due to higher contract fulfillment costs associated with the delivery of our cross-platform products in Europe in 2021. 33 Table of Conte nt s Selling and Marketing Selling and marketing expenses consist primarily of employee costs, including salaries, benefits, commissions, stock-based compensation and other related costs for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, industry conferences, promotional materials, public relations, other sales and marketing programs and allocated overhead, which is comprised of lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.
Our primary uses of cash from operating activities include personnel costs and costs related to data and infrastructure used to develop and maintain our products and services. 39 Table of Conte nt s Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as: depreciation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use assets and goodwill, stock-based compensation, deferred tax provision, change in the fair value of financing derivatives, warrants liability and equity securities, loss on extinguishment of debt, non-cash interest expense on the Notes, accretion of debt discount, and amortization of deferred financing costs.
Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as: depreciation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use assets and goodwill, stock-based compensation, deferred tax provision, change in the fair value of financing derivatives, warrants liability and contingent consideration liability, loss on extinguishment of debt, non-cash interest expense on the Notes, accretion of debt discount, and amortization of deferred financing costs.
The projected long-term cash flows used in our fair value estimate are consistent with our most recent operating plan and are dependent on the successful execution of our business plan, overall industry growth rates and the competitive environment.
Goodwill allocated to our single reporting unit as of December 31, 2023 was $310.4 million. The projected long-term cash flows used in our fair value estimate are consistent with our most recent operating plan and are dependent on the successful execution of our business plan, overall industry growth rates and the competitive environment.
For additional information on the Private Placement and the 2021 adjustment to the exercise price of our Series A Warrants in connection with the Preferred Stock issuance (which adjustment could reduce the cash proceeds we receive upon exercise of the Series A Warrants), refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .
For additional information on the Private Placement and the adjustments to our Series A Warrants (which adjustments could reduce the cash proceeds we receive upon exercise of the Series A Warrants), refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . Restricted Cash Restricted cash represents security deposits for subleased office space.
Additionally, cost of revenues includes allocated overhead, lease expense and other facilities-related costs.
Additionally, cost of revenues includes allocated overhead, lease expense and other facilities-related costs and depreciation expense generated by general purpose equipment and software.
Amortization of intangible assets increased by $2.1 million, or 8.2%, for 2022 as compared to 2021 primarily due to amortization related to the customer relationships, methodologies and technology acquired as part of the Shareablee acquisition in December 2021.
Amortization of intangible assets increased by $2.1 million, or 8.2%, for 2022 as compared to 2021 due primarily to amortization related to certain software and customer relationships, methodologies and technology acquired as part of the Shareablee acquisition in December 2021. Impairment of Goodwill We performed a quantitative impairment test on our annual testing date as of October 1, 2023.
Investing Activities Cash used in investing activities primarily consists of payments related to capitalized internal-use software costs, purchases of computer and network equipment to support our technical infrastructure, and furniture and equipment.
These increases were partially offset by payments of $4.6 million related to our organizational restructuring during 2022. Investing Activities Cash used in investing activities primarily consists of payments related to capitalized internal-use software costs, purchases of computer and network equipment to support our technical infrastructure, and furniture and equipment.
Dollar and Chilean Peso against the Euro. For the year ended December 31, 2020, the loss from foreign currency transactions was $4.5 million. The loss was primarily driven by fluctuations in the Chilean Peso against both the U.S. Dollar and Brazilian Real and the U.S. Dollar against the Euro.
Dollar and Euro and the U.S. Dollar against the Euro and Argentine Peso. For the year ended December 31, 2022, the gain from foreign currency transactions was $1.2 million. The gain was primarily driven by fluctuations in the Euro and Chilean Peso against the U.S. Dollar and U.S. Dollar against the Canadian Dollar and Argentine Peso.
These increases were offset by a decrease in data costs primarily due to an amended data licensing agreement with Charter Communications, which resulted in a credit of $4.5 million recognized in 2022. Additionally, other expenses decreased primarily due to higher contract fulfillment costs associated with the delivery of our cross-platform products in Europe in 2021.
These increases were offset by a decrease in data costs primarily due to the amendment of our data licensing agreement with Charter Communications, which resulted in a credit of $4.5 million recognized in 2022.
Included within tax expense for the year ended December 31, 2020 are income tax adjustments of $8.9 million for permanent differences in the book and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, nondeductible 37 Table of Conte nt s interest expense on debt instruments and associated derivatives, and other nondeductible expenses.
These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S. federal statutory rate, are the primary drivers of the annual effective income tax rate. 37 Table of Conte nt s Included within tax expense for the year ended December 31, 2021 are income tax adjustments of $9.2 million for permanent differences in the book and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, nondeductible interest expense on debt instruments and associated derivatives, and other nondeductible expenses.
Revenues by Geographic Location Revenue from outside of the United States was $38.6 million, $45.1 million and $45.3 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Our movies revenue increased due to the continued return of consumers to theaters in markets worldwide in 2022. Revenues by Geographic Location Revenue from outside of the United States was $35.6 million, $38.6 million and $45.1 million for the years ended December 31, 2023, 2022, and 2021, respectively.
We expect our non-U.S. revenues to continue to decline as a percentage of our total revenues as a result of relative growth in our domestic product offerings. 32 Table of Conte nt s WPP Related Party Revenue We provide WPP plc ("WPP") and its affiliates, in the normal course of business, services relating to our different product lines and receive various services from WPP and its affiliates in supporting our data collection efforts.
WPP Related Party Revenue We provide WPP plc ("WPP") and its affiliates, in the normal course of business, services relating to our different product lines and receive various services from WPP and its affiliates in supporting our data collection efforts.
Employee costs decreased primarily due to lower stock-based compensation expense as a result of various executive departures in 2022 offset by an increase in salary costs.
Employee costs decreased primarily due to lower stock-based compensation expense as a result of various executive departures in 2022 offset by an increase in salary costs. These decreases were partially offset by an increase in Other expense primarily related to change in fair value of the contingent consideration recognized as part of our acquisition of Shareablee.
The decrease in cash used in investing activities was primarily due to net cash received as part of the Shareablee acquisition in 2021. Financing Activities Net cash used in financing activities in 2022 was $18.1 million compared to $22.5 million in 2021.
Net cash used in financing activities in 2022 was $18.1 million compared to $22.5 million in 2021.
As of December 31, 2022, the total fixed payment obligation related to these agreements is $50.0 million. We have an agreement for cloud-based data storage and bandwidth to help process and store our data. The remaining term for this agreement is one year. As of December 31, 2022, the total fixed payment obligation related to this agreement is $9.6 million.
We have both operating and financing leases related to corporate office space and equipment. Our leases have remaining terms from less than one to four years. As of December 31, 2023, the total fixed payment obligation related to these agreements is $41.6 million. We have an agreement for cloud-based data storage and bandwidth to help process and store our data.
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 our normal operations. 36 Table of Conte nt s The following is a summary of other income (expense), net: Years Ended December 31, (In thousands) 2022 2021 2020 Change in fair value of financing derivatives $ — $ 1,800 $ 10,287 Change in fair value of warrants liability 9,802 (7,689) 4,894 Other (17) 111 (627) Total other income (expense), net $ 9,785 $ (5,778) $ 14,554 Total other income, net for the year ended December 31, 2022 was $9.8 million as compared to total other expense, net of $5.8 million in 2021.
The following is a summary of other income (expense), net: Years Ended December 31, (In thousands) 2023 2022 2021 Change in fair value of financing derivatives $ — $ — $ 1,800 Change in fair value of warrants liability 49 9,802 (7,689) Other (7) (17) 111 Total other income (expense), net $ 42 $ 9,785 $ (5,778) Total other income, net for the year ended December 31, 2023 was negligible as compared to total other income, net of $9.8 million in 2022.
These agreements have remaining terms from one to eight years. As of December 31, 2022, the total fixed payment obligations related to set-top box and connected TV data agreements are $299.7 million and $8.3 million, respectively.
We have data licensing agreements with a number of MVPDs and other providers for set-top box and connected TV data. These agreements have remaining terms from one to seven years. As of December 31, 2023, the total fixed payment obligations related to set-top box and connected TV data agreements are $298.5 million and $30.4 million, respectively.
Gain (Loss) from Foreign Currency Transactions Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate between the transactional currency and the functional currency of foreign subsidiary transactions. For the year ended December 31, 2022, the gain from foreign currency transactions was $1.2 million.
(Loss) Gain from Foreign Currency Transactions Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate between the transactional currency and the functional currency of foreign subsidiary transactions. Our foreign currency exposures that relate to the translation to U.S.
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 specified circumstances.
As of December 31, 2023, each share of Preferred Stock was convertible into 0.055915 shares of Common Stock, with such conversion rate scheduled to return to 0.05 upon payment of accrued dividends. 38 Table of Conte nt s 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 specified circumstances (including in connection with the 2023 dividend waivers described below).
We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing. 38 Table of Conte nt s Moreover, this obligation could lead us to refinance or terminate the Revolving Credit Agreement prior to its maturity, due to its restrictions on our ability to incur additional debt.
We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.
Restructuring We incurred restructuring expenses of $5.8 million for the year ended December 31, 2022, related to the implementation of a restructuring plan that included a workforce reduction. Certain other initiatives are expected to be completed as part of the restructuring plan, as described in Footnote 1 5 , Organizational Restructuring .
Organizational Restructuring We incurred restructuring expenses of $6.2 million and $5.8 million for the years ended December 31, 2023 and 2022, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022. We expect the 2022 restructuring plan to be substantially complete in 2024.
Interest expense, net, decreased $6.9 million during 2022 to $0.9 million as compared to $7.8 million in 2021. The decrease in interest expense for the year ended December 31, 2022 as compared to 2021 was primarily due to the extinguishment of the Notes and the Secured Term Note in March 2021, as described in Footnote 6 , Debt.
The decrease in interest expense for the year ended December 31, 2022 as compared to 2021 was primarily due to the extinguishment of the Notes and the Secured Term Note in March 2021, as described in Footnote 6 , Debt . 36 Table of Conte nt s 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 our normal operations.
No restructuring expenses were incurred during 2021 or 2020. Impairment of Right-of-use and Long-lived Assets In 2020, we recorded a $4.7 million impairment charge related to our facility lease right-of-use assets and associated leasehold improvements for certain properties on the market for sublease.
For further information refer to Footnote 15 , Organizational Restructuring . No restructuring expenses were incurred during 2021. Impairment of Right-of-use and Long-lived Assets In 2023, we recorded a $1.5 million impairment charge related to certain office space lease right-of-use assets and related long-lived assets.
The Revolving Credit Agreement provides a borrowing capacity equal to $40.0 million, which was increased from $25.0 million on February 25, 2022. As of December 31, 2022, we had outstanding borrowings of $16.0 million and outstanding letters of credit totaling $3.4 million under the Revolving Credit Agreement, leaving a remaining borrowing capacity of $20.6 million.
As of December 31, 2023, we had outstanding borrowings of $16.0 million and outstanding letters of credit totaling $3.2 million under the Revolving Credit Agreement, leaving a remaining borrowing capacity of $20.8 million. The outstanding borrowings under the Revolving Credit Agreement are classified within current liabilities as the facility matures in May 2024.
Impairment of Goodwill As of September 30, 2022, as a result of a decline in our stock price and market capitalization, among other factors, we performed an interim impairment review of our goodwill in conjunction with our October 1, 2022 annual testing date.
Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $44.1 million non-cash impairment charge in the quarter ended June 30, 2023. As of September 30, 2022, we performed an interim impairment review of our goodwill in conjunction with our October 1, 2022 annual testing date.
Total other expense, net for the year ended December 31, 2021 was $5.8 million as compared to total other income, net of $14.6 million in 2020.
For additional information about the change in fair value of warrants liability, refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . Total other income, net for the year ended December 31, 2022 was $9.8 million as compared to total other expense, net of $5.8 million in 2021.
Cost of Revenues Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, the recruitment, maintenance and support of our consumer panels and amortization of capitalized fulfillment costs.
For the years ended December 31, 2023, 2022, and 2021, related party revenues with WPP and its affiliates were $8.3 million, $11.7 million and $13.6 million, respectively. 32 Table of Conte nt s Cost of Revenues Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, the recruitment, maintenance and support of our consumer panels and amortization of capitalized fulfillment costs.
Amortization of intangible assets decreased by $2.2 million, or 8.0%, for 2021 as compared to 2020 due primarily to certain acquired software and customer relationship intangibles having reached the end of their useful lives.
Amortization of intangible assets decreased by $21.9 million, or 80.8%, for 2023 as compared to 2022 primarily due to amortization related to certain customer relationships, methodologies and technology intangibles related to the Rentrak merger reaching the end 35 Table of Conte nt s of their useful lives.
These decreases were partially offset by a net increase of $10.8 million in cash dividends paid to holders of the Preferred Stock in 2022, reflecting a full annual dividend period, as compared to 2021, which included only a partial dividend period. Net cash used in financing activities in 2021 was $22.5 million compared to $2.1 million in 2020.
These decreases were partially offset by a net increase of $10.8 million in cash dividends paid to holders of the Preferred Stock in 2022, reflecting a full annual dividend period, as compared to 2021, which included only a partial dividend period. 40 Table of Conte nt s Contractual Payment Obligations We have certain long-term contractual arrangements that have fixed and determinable payment obligations including purchase obligations with MVPDs and connected (Smart) TV data providers, operating and financing leases, and data storage and bandwidth arrangements.
These decreases were partially offset by an increase in Other primarily related to change in fair value of the contingent consideration recognized as part of the business combination described in Footnote 2 , Summary of Significant Accounting Policies .
Other expense decreased primarily due to change in fair value of the contingent consideration recognized as part of our acquisition of Shareablee in 2021, as described in Footnote 2 , Summary of Significant Accounting Policies . In addition, Other expense decreased due to lower recruiting expense and operating tax expense.
The shift from other income, net was largely driven by a loss from the change in the fair value of our warrants liability and lower gains from the change in fair value of our financing derivatives.
The decrease in other income, net was primarily driven by larger gains from the change in fair value of warrants liability recognized in 2022 compared to 2023, due to a decrease in the trading price of our Common Stock in 2022 and an exercise price adjustment in 2023.
Selling and marketing expenses for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, (In thousands) 2021 % of Revenue 2020 % of Revenue $ Variance % Variance Employee costs $ 55,966 15.2 % $ 57,629 16.2 % $ (1,663) (2.9) % Lease expense and depreciation 4,217 1.1 % 4,980 1.4 % (763) (15.3) % Technology 2,621 0.7 % 2,579 0.7 % 42 1.6 % Professional fees 2,024 0.6 % 2,651 0.7 % (627) (23.7) % Marketing and advertising 953 0.3 % 817 0.2 % 136 16.6 % Other 1,156 0.3 % 1,564 0.4 % (408) (26.1) % Total selling and marketing expenses $ 66,937 18.2 % $ 70,220 19.7 % $ (3,283) (4.7) % Selling and marketing expenses decreased by $3.3 million, or 4.7%, for the year ended December 31, 2021 as compared to 2020.
Selling and marketing expenses for the years ended December 31, 2023 and 2022 are as follows: Years Ended December 31, (In thousands) 2023 % of Revenue 2022 % of Revenue $ Variance % Variance Employee costs $ 50,337 13.6 % $ 55,416 14.7 % $ (5,079) (9.2) % Technology 3,149 0.8 % 3,360 0.9 % (211) (6.3) % Professional fees 3,120 0.8 % 2,464 0.7 % 656 26.6 % Lease expense and depreciation 3,106 0.9 % 3,849 1.0 % (743) (19.3) % Marketing and advertising 2,155 0.6 % 1,751 0.5 % 404 23.1 % Other 1,455 0.4 % 1,613 0.4 % (158) (9.8) % Total selling and marketing expenses $ 63,322 17.1 % $ 68,453 18.2 % $ (5,131) (7.5) % Selling and marketing expenses decreased by $5.1 million, or 7.5%, for the year ended December 31, 2023 as compared to 2022.
Research and development expenses for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, (In thousands) 2021 % of Revenue 2020 % of Revenue $ Variance % Variance Employee costs $ 29,116 7.9 % $ 28,512 8.0 % $ 604 2.1 % Technology 4,264 1.2 % 4,322 1.2 % (58) (1.3) % Lease expense and depreciation 3,555 1.0 % 3,999 1.1 % (444) (11.1) % Professional fees 1,664 0.5 % 1,258 0.4 % 406 32.3 % Other 524 0.1 % 615 0.2 % (91) (14.8) % Total research and development expenses $ 39,123 10.7 % $ 38,706 10.9 % $ 417 1.1 % Research and development expenses increased by $0.4 million, or 1.1%, for the year ended December 31, 2021 as compared to 2020.
General and administrative expenses for the years ended December 31, 2023 and 2022 are as follows: Years Ended December 31, (In thousands) 2023 % of Revenue 2022 % of Revenue $ Variance % Variance Employee costs $ 26,770 7.2 % $ 31,298 8.3 % $ (4,528) (14.5) % Professional fees 14,341 3.9 % 15,706 4.2 % (1,365) (8.7) % Technology 3,385 0.9 % 3,379 0.9 % 6 0.2 % Lease expense and depreciation 1,444 0.4 % 1,668 0.4 % (224) (13.4) % Other 5,252 1.4 % 9,149 2.4 % (3,897) (42.6) % Total general and administrative expenses $ 51,192 13.8 % $ 61,200 16.3 % $ (10,008) (16.4) % General and administrative expenses decreased by $10.0 million, or 16.4%, for the year ended December 31, 2023 as compared to 2022.
Revenues for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, (In thousands) 2021 % of Revenue 2020 % of Revenue $ Variance % Variance Digital Ad Solutions $ 221,979 60.5 % $ 213,504 60.0 % $ 8,475 4.0 % Cross Platform Solutions 145,034 39.5 % 142,532 40.0 % 2,502 1.8 % Total revenues $ 367,013 100.0 % $ 356,036 100.0 % $ 10,977 3.1 % Total revenues increased by $11.0 million, or 3.1%, for the year ended December 31, 2021 as compared to 2020.
Revenues for the years ended December 31, 2023 and 2022 are as follows: Years Ended December 31, (In thousands) 2023 % of Revenue 2022 % of Revenue $ Variance % Variance Digital Ad Solutions $ 208,833 56.2 % $ 212,510 56.5 % $ (3,677) (1.7) % Cross Platform Solutions 162,510 43.8 % 163,913 43.5 % (1,403) (0.9) % Total revenues $ 371,343 100.0 % $ 376,423 100.0 % $ (5,080) (1.3) % Total revenues decreased by $5.1 million, or 1.3%, for the year ended December 31, 2023 as compared to 2022.
Included within tax expense for the year ended December 31, 2021 are income tax adjustments of $9.2 million for permanent differences in the book and tax treatment of certain stock-based compensation, limitations on the deductibility of certain executive compensation, nondeductible interest expense on debt instruments and associated derivatives, and other nondeductible expenses.
Income tax expense of $0.7 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, executive compensation, and other nondeductible expenses. These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate.
We also transferred outstanding letters of credit totaling $3.4 million under the Revolving Credit Agreement, which further reduced our restricted cash balance as this facility does not require letters of credit to be cash collateralized. Operating Activities Our primary source of cash provided by operating activities is revenues generated from sales of our products and services.
As of December 31, 2023 and 2022, we had $0.2 million and $0.4 million of restricted cash, respectively. Operating Activities Our primary source of cash provided by operating activities is revenues generated from sales of our products and services.
Employee costs decreased primarily due to lower commission expense and a decrease in employee headcount. Lease and depreciation expense decreased primarily due to lower rent as we reduced our office footprint and sublet two locations during 2020.
Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and lower commissions.
We believe that macroeconomic factors (including inflation, rising interest rates and supply chain disruptions) caused a reduction or delay in advertising expenditures in 2022, impacting demand for certain digital products. We expect this trend to continue into 2023.
We believe that macroeconomic factors (including inflation, interest rates and supply chain disruptions) continued to cause reductions and delays in advertising expenditures in 2023, which impacted demand for certain digital products. Cross Platform Solutions revenue decreased primarily due to lower national TV revenue from lower renewals and a one-time custom deliverable in the first quarter of 2022.
We expect that softness in the advertising market will continue to affect our business in 2023. Preferred Stock On March 10, 2021, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million. Net proceeds from the issuance totaled $187.9 million after deducting issuance costs.
Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity. Preferred Stock On March 10, 2021, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million.
General and administrative expenses for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, (In thousands) 2021 % of Revenue 2020 % of Revenue $ Variance % Variance Employee costs $ 33,571 9.1 % $ 28,205 7.9 % $ 5,366 19.0 % Professional fees 16,194 4.4 % 12,922 3.6 % 3,272 25.3 % Technology 2,922 0.8 % 2,246 0.6 % 676 30.1 % Lease expense and depreciation 1,888 0.5 % 2,114 0.6 % (226) (10.7) % Other 7,161 2.0 % 10,296 2.9 % (3,135) (30.4) % Total general and administrative expenses $ 61,736 16.8 % $ 55,783 15.7 % $ 5,953 10.7 % (1) Calculation is not meaningful.
Research and development expenses for the years ended December 31, 2023 and 2022 are as follows: Years Ended December 31, (In thousands) 2023 % of Revenue 2022 % of Revenue $ Variance % Variance Employee costs $ 26,628 7.2 % $ 28,955 7.7 % $ (2,327) (8.0) % Technology 3,367 0.9 % 3,685 1.0 % (318) (8.6) % Lease expense and depreciation 2,523 0.7 % 2,783 0.7 % (260) (9.3) % Professional fees 640 0.2 % 1,002 0.3 % (362) (36.1) % Other 543 0.1 % 562 0.1 % (19) (3.4) % Total research and development expenses $ 33,701 9.1 % $ 36,987 9.8 % $ (3,286) (8.9) % Research and development expenses decreased by $3.3 million, or 8.9%, for the year ended December 31, 2023 as compared to 2022.
Employee costs increased primarily due to higher stock-based compensation expense and the modification of certain employee incentive compensation.
Employee costs decreased primarily due to lower stock-based compensation expense in 2023 and severance expense related to the retirement of our former CEO which was recognized in 2022.
These increases were partially offset by payments of $4.6 million related to our organizational restructuring during 2022. Net cash provided by operating activities in 2021 was $9.9 million compared to $0.7 million in 2020.
Net cash provided by operating activities in 2023 was $28.9 million compared to $34.9 million in 2022.
The next scheduled dividend payment date for the Preferred Stock is June 30, 2023, and as of December 31, 2022, accrued dividends for the Preferred Stock totaled $7.9 million. On May 5, 2021, we entered into the Revolving Credit Agreement with Bank of America N.A.
The deferred dividends will continue to accrue and accumulate at a rate of 9.5% per year until declared and paid, with payment to occur on or before June 30, 2024. As of December 31, 2023, accrued dividends for the Preferred Stock totaled $24.1 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−2 removed3 unchanged
Biggest changeWe are permitted to repay any amounts borrowed under the Revolving Credit Agreement prior to the maturity date without any premium or penalty other than customary breakage costs. As of December 31, 2022, our exposure to interest rate risk calculated using the Daily SOFR was not material.
Biggest changeAs a result, we are subject to interest rate risk based on the Daily SOFR, and our interest obligation on outstanding borrowings will fluctuate with movements in the Daily SOFR. We are permitted to repay any amounts borrowed under the Revolving Credit Agreement prior to the maturity date without any premium or penalty other than customary breakage costs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. As of December 31, 2022, we have outstanding warrants that are subject to market risk.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. As of December 31, 2023, we have outstanding warrants that are subject to market risk.
Interest rate risk As of December 31, 2022, our borrowings, including letters of credit, under the Revolving Credit Agreement bore interest at a variable rate per annum equal to the Daily SOFR (as defined in the Revolving Credit Agreement) plus an applicable rate of 2.50%.
Interest Rate Risk As of December 31, 2023, our borrowings, including letters of credit, under the Revolving Credit Agreement bore interest at a variable rate per annum equal to the Daily SOFR (as defined in the Revolving Credit Agreement) plus an applicable rate of 3.50%.
We determined that a 10% decrease in value would have resulted in a decrease to our net loss of approximately $9.6 million and a 10% increase in value would have resulted in an increase to our net loss of approximately $5.2 million for the year ended December 31, 2022.
We determined that a 10% decrease in value would have resulted in a decrease to our net loss of approximately $11.0 million and a 10% increase in value would have resulted in an increase to our net loss of approximately $7.2 million for the year ended December 31, 2023.
Warrants liability financial instrument risk As a result of having $0.7 million in liability related to outstanding warrants as of December 31, 2022, which warrants are exercisable for shares of Common Stock under certain conditions, we are subject to market risk.
Warrants Liability Financial Instrument Risk As a result of having $0.7 million in liability related to outstanding warrants as of December 31, 2023, which warrants are exercisable for shares of Common Stock under certain conditions, we are subject to market risk. The value of the warrants is impacted by changes in the market price of our Common Stock.
As of December 31, 2022, of our total $20.4 million in cash and cash equivalents, including restricted cash, $10.6 million was held by foreign subsidiaries. Of this amount, we believe $3.3 million could be subject to income tax withholding of 5% to 15% if the funds were repatriated to the U.S. 43 Table of Conte nt s
As of December 31, 2023, of our total $22.9 million in cash and cash equivalents, including restricted cash, $10.7 million was held by foreign subsidiaries. Of this amount, we believe $2.4 million could be subject to income tax withholding of 5% to 15% if the funds were repatriated to the U.S.
For further information on our outstanding warrants, refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity . Foreign currency risk We operate globally, and we predominantly generate revenues and expenses in local currencies. We operate in several countries in Europe, as well as countries throughout South America and Asia Pacific.
As of December 31, 2023, our exposure to interest rate risk calculated using the Daily SOFR was not material. Foreign Currency Risk We operate globally, and we predominantly generate revenues and expenses in local currencies. We operate in several countries in Europe, as well as countries throughout South America and Asia Pacific.
Removed
On February 24, 2023, our interest rate increased to a variable rate per annum equal to the Daily SOFR plus an applicable rate of 3.50%. As a result, we are subject to interest rate risk based on the Daily SOFR, and our interest obligation on outstanding borrowings will fluctuate with movements in the Daily SOFR.
Added
As of December 31, 2023, our exposure to market risk related to our warrants, which are scheduled to expire in June 2024, was not material. 43 Table of Conte nt s
Removed
The value of the warrants is impacted by changes in the market price of our Common Stock. 42 Table of Conte nt s As of December 31, 2022, a 10% increase in the market price of our Common Stock would result in a $0.2 million increase in the fair value of the Series A Warrants, while a 10% decrease in the market price of our Common Stock would result in a $0.2 million decrease in fair value of the Series A Warrants.

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