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What changed in COMSCORE, INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of COMSCORE, INC.'s 2023 and 2024 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 2024 report.

+387 added−411 removedSource: 10-K (2025-03-06) vs 10-K (2023-12-31)

Top changes in COMSCORE, INC.'s 2024 10-K

387 paragraphs added · 411 removed · 296 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

78 edited+25 added−38 removed42 unchanged
Biggest changeComscore 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").
Biggest changeThese products also provide competitive intelligence such as cross-site visiting patterns, traffic source/loss reporting and local market trends. • Video Metrix Multi-Platform, which delivers unduplicated measurement of digital video consumption across computer, smartphone, tablet and CTV devices and provides TV-comparable reach and engagement metrics, as well as audience demographics. • Plan Metrix, which provides an understanding of consumer lifestyle, buying and other consumption habits, online and offline, by integrating attitudes and interests with online behavior and provides customers with insight into patterns and trends needed to develop and execute advertising and marketing campaigns. • Cross-Platform Content Ratings, which provide a deduplicated view of audiences' media consumption across TV, digital, CTV and social platforms. • 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").
You can read our SEC filings, including this 10-K as well as our other periodic and current reports, on the SEC's website at www.sec.gov. 11 Table of Conte nt s
You can read our SEC filings, including this 10-K as well as our other periodic and current reports, on the SEC's website at www.sec.gov. 10 Table of Conte nt s
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.
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 programmatic advertising 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.
Patents Our patents extend across our data capture and processing techniques and include the following: • Data Collection - metering such as biometrics and audio fingerprinting, tagging such as video viewability, browser optimization, IP obfuscation and TV-off measurement methodology. • Data Processing - traffic and content categorization, demographic attribution, ad effectiveness measurement, data overlap and fusion, invalid traffic detection, data weighting, projection and processing of return path data.
Patents Our patents extend across our data capture and processing techniques and include the following: • Data Collection - metering such as biometrics and audio fingerprinting, tagging such as video viewability, browser optimization, IP obfuscation and TV-off measurement methodology. • Data Processing - traffic and content categorization, demographic attribution, ad effectiveness measurement, data overlap and fusion, invalid traffic detection, data weighting, projection and processing of return path data, and personification of viewership data.
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.
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 3 , Revenue Recognition, of the Notes to Consolidated Financial Statements.
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.
These efforts include original research into the measurement of data overlaps and de-duplication in the measurement of reach. Recent Product Innovation Engineering Products for 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.
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.
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 2016 to 2018. Mr.
Overview We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. We create our products using a global data platform that combines information on digital platforms (connected (Smart) televisions, mobile devices, tablets and computers), television ("TV"), direct to consumer applications, and movie screens with demographics and other descriptive information.
Overview We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. We create our products using a global data platform that combines information on digital platforms (connected televisions, mobile devices, tablets and computers), televisions, direct to consumer applications, and movie screens with demographics and other descriptive information.
He previously served as Vice Chairman and Chief Executive Officer of Rentrak Corporation, a media measurement and consumer targeting company, from June 2009 until our merger with Rentrak in January 2016. Prior to Rentrak, Mr.
He previously served as Vice Chairman and Chief Executive Officer of Rentrak Corporation, a media measurement and consumer targeting company, from 2009 until our merger with Rentrak in 2016. Prior to Rentrak, Mr.
Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. A number of laws have recently come into effect, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.
Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. A number of laws have come into effect over the past decade, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.
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.
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.
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.
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.
Prior to Publishers Clearing House, he held a number of senior business development, strategy and marketing roles with digital technology companies. Mr. Bagdasarian is a member of TBD Angels, an angel investor group, and has invested and served as an advisor to several early-stage digital technology companies.
Prior to Publishers Clearing House, he held a number of senior business development, strategy and marketing roles with digital technology companies. Mr. 8 Table of Conte nt s Bagdasarian is a member of TBD Angels, an angel investor group, and has invested and served as an advisor to several early-stage digital technology companies.
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.
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 and content 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; • 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. 6 Table of Conte nt s We believe we compete favorably on these factors and that our vision and investments in the future of media measurement across platforms will deliver products and services that our customers will continue to trust and value.
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.
Kline serves on the board of directors for the Video Advertising Bureau and private companies Ampersand and Blockgraph (where he was appointed Chairman in April 2022). He received a B.A. in a 9 Table of Conte nt s personalized study program focusing on marketing, finance, accounting and management from Ohio State University. Mr.
We place a high value on inclusion and employee-led opportunities across the Company, including the Employee Resource Groups ("ERGs") which are sponsored by senior leadership but are developed and maintained by diverse groups of employees who share or champion common interests, representations, or causes.
We place a high value on inclusion and employee-led opportunities across the Company, including Employee Resource Groups ("ERGs") which are sponsored by senior leadership but are developed and maintained by diverse groups of employees who share or champion common interests, representations, or causes. Membership in ERGs is open to all employees.
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.
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 Unified Digital Measurement ® ("UDM") methodology, which allows us to combine person-centric panel data with website server data.
ITEM 1. BUSINESS Unless the context requires otherwise, references in this 10-K to "Comscore," "we," "us," the "Company" and "our" refer to comScore, Inc. and its consolidated subsidiaries. We have registered trademarks around the globe, including Unified Digital Measurement®, UDM®, vCE®, Metrix®, Essentials®, Box Office Essentials®, OnDemand Essentials®, and TV Essentials®.
ITEM 1. BUSINESS Unless the context requires otherwise, references in this 10-K to "Comscore," "we," "us," the "Company" and "our" refer to comScore, Inc. and its consolidated subsidiaries. We have registered trademarks around the globe, including Unified Digital Measurement®, UDM®, vCE®, Metrix®, Proximic®, XMedia®, Comscore Campaign Ratings®, Total Home Panel®, Essentials®, Box Office Essentials®, OnDemand Essentials®, and TV Essentials®.
In December 2021, we acquired Shareablee, Inc. ("Shareablee"), allowing us to expand our Media Metrix® and Video Metrix® currencies to include Shareablee's social media engagement and video insights, in order to bridge the industry gap of traditional digital and social measurement services.
("Shareablee"), allowing us to expand our Media Metrix® and Video Metrix® currencies to include Shareablee's social media engagement and video insights, in order to bridge the industry gap of traditional digital and social measurement services.
We have programs in place to detect, contain and respond to data security incidents; however, increasing technology risks or unauthorized users who successfully breach our network security could misappropriate or misuse our proprietary information or cause interruptions in our services.
Government Regulation and Privacy Data security and privacy laws apply to our various businesses. We have programs in place to detect, contain and respond to data security incidents; however, increasing technology risks or unauthorized users who successfully breach our network security could misappropriate or misuse our proprietary information or cause interruptions in our services.
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 currently have ERGs in support of LGBTQ+ persons, people of color, women, emerging professionals, parents and caregivers, 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, and expanded employee gatherings and activities.
Prior to joining Cerberus, he served as the President and CEO of McGraw-Hill, an education solutions company, and a member of its board of directors from April 2018 to October 2019.
Prior to joining Cerberus, he served as the President and CEO of McGraw-Hill, an education solutions company, and as a member of its Board of Directors.
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.
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 have also adopted comprehensive privacy laws governing the collection and use of personal information, with more expected in 2025 and beyond.
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.
Percent of Employees North America 59% Asia-Pacific Rim 20% Europe 12% Latin America 9% The following table outlines the percentage of employees in different functional areas as of December 31, 2024: Percent of Employees Product and Technology 56% Sales and Service 17% Movies 17% 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, 2024, we had approximately 1,250 employees and 250 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, 2025, we had approximately 1,200 employees.
From September 2012 to March 2018, he was Group President and an Executive Officer of Verisk Analytics, a data analytics company, with responsibility for its high-growth businesses as well as oversight responsibility for its joint data and development environment and its centralized AI and advanced analytics organizations.
Previously, he was Group President and an Executive Officer of Verisk Analytics, a data analytics company, with responsibility for its high-growth businesses as well as oversight responsibility for its joint data and development environment and its centralized AI and advanced analytics organizations.
For example, the European Union's ("EU") General Data Protection Regulation, or GDPR, became effective in 2018, imposing more stringent EU data protection requirements and providing for greater penalties for noncompliance. In addition, regulators in the EU, the U.S. and elsewhere are increasingly focused on transparency, consent, consumer choice and the collection of data using tracking technologies.
For example, the European Union's ("EU") General Data Protection Regulation, or GDPR, has imposed more stringent EU data protection requirements with greater penalties for noncompliance. In addition, regulators in the EU, the U.S. and elsewhere have increasingly focused on transparency, consent, consumer choice and the collection of data using tracking technologies.
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.
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.
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 employee population, which is comprised 93% of full-time employees and 7% of part-time employees, is dispersed across the globe, as outlined below as of December 31, 2024.
She has been recognized as a Top 50 Women Leaders by Women We Admire in 2022, as one of 2022's Top 25 Women Leaders in Financial Technology by The Financial Technology Report , honored as a Woman of the Year 2022 by The Stevie Awards' Women in Business and a Top 25 CMO to Watch by Business Insider in 2020.
She has been recognized as one of American Banker's 2024 Most Influential Women in Fintech, a Top 50 Women Leaders by Women We Admire in 2022, as one of 2022's Top 25 Women Leaders in Financial Technology by The Financial Technology Report , honored as a Woman of the Year 2022 by The Stevie Awards' Women in Business and a Top 25 CMO to Watch by Business Insider in 2020, and received a 2024 Women in Payments Innovation Award.
Itzhak Fisher has served as a director since March 2021. Mr. Fisher is the Chairman and founder (2014 to present) of Pereg Ventures, a venture capital fund that invests in B2B information services businesses across the United States and Israel.
Fisher is the Chairman and founder (2014 to present) of Pereg Ventures, a venture capital fund that invests in B2B information services businesses across the United States and Israel.
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 are creating measurement innovations designed to produce stronger products engineered for privacy, building from our pioneering UDM concept by introducing UDM 2.0, and moving toward privacy-first consented identifiers and methodologies.
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 are creating measurement innovations designed to produce stronger products engineered for privacy-first methodologies.
Comscore Audience Activation offers targeting with demographics and cross-screen behaviors for digital, mobile and CTV campaigns. Comscore Content Activation provides a robust set of pre-bid inventory filters to help marketers and media companies achieve brand-safe, relevant campaign delivery across desktop, mobile, podcasts, and CTV.
Comscore Content Activation provides a robust set of pre-bid inventory filters to help marketers and media companies achieve brand-safe, relevant campaign delivery across desktop, mobile, podcasts, and CTV.
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.
We focus on building employee engagement; developing a positive culture of trust, transparency, learning, and involvement; and providing competitive pay and benefits structures to attract and retain employees and protect the intellectual capital that we have built. We regularly review our employee turnover and satisfaction rates, and develop strategies and tactics to improve employee engagement and retention.
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.
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.
Many countries have data protection laws with different requirements than those in the U.S., and many states in the U.S. have or are developing their own data protection and privacy requirements. This may result in inconsistent requirements and differing interpretations across jurisdictions.
Many countries have data protection laws with different requirements than those in the U.S., and many states in the U.S. have or are developing their own data protection and privacy requirements, including requirements governing the use and disclosure of AI capabilities. This evolving framework has resulted, and may continue to result, in inconsistent requirements and differing interpretations across jurisdictions.
Banerjee has a Ph.D. in applied mathematics from the State University of New York, a M.S. degree in mathematics from the Indian Institute of Technology, Delhi, and a B.S. degree with honors in mathematics from St. Stephens College, Delhi. Dr. Banerjee's extensive experience in analytics and technology enable him to bring valuable perspective to our Board.
Banerjee has a Ph.D. in applied mathematics from the State University of New York, an M.S. degree in mathematics from the Indian Institute of Technology, Delhi, and a B.S. degree with honors in mathematics from St. Stephens College, Delhi. Dr.
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.
Work Environment We believe we have created a work environment that represents our commitment to safety and wellness. We provide both system and technology capability as well as personal support, including wellness activities and resources, 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.
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. He also serves on the board of Clothes to Kids of Colorado and the Indiana University Accounting Advisory Board.
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. as well as other private companies.
We have registered trademarks around the globe, including Unified Digital Measurement®, UDM®, vCE®, Metrix®, Essentials®, Box Office Essentials®, OnDemand Essentials®, and TV Essentials®. This 10-K also contains additional trademarks and trade names of our Company and our subsidiaries. All trademarks and trade names appearing in this 10-K are the property of their respective holders.
We have registered trademarks around the globe, including Unified Digital Measurement®, UDM®, vCE®, Metrix®, Proximic ®, XMedia ®, Comscore Campaign Ratings ®, Total Home Panel ®, Essentials®, Box Office Essentials®, OnDemand Essentials®, and TV Essentials®. This 10-K also contains additional trademarks and trade names of our Company and our subsidiaries.
Executive Officers and Directors Executive Officers Jonathan (Jon) Carpenter has served as our Chief Executive Officer since July 2022 and was our Chief Financial Officer and Treasurer from November 2021 to July 2022. Mr. Carpenter previously served as Chief Financial Officer of Publishers Clearing House, a direct marketing and media company, from June 2016 until November 2021.
Executive Officers and Directors Executive Officers and Executive Director Jonathan (Jon) Carpenter has served as our Chief Executive Officer since July 2022 and as a director since June 2024. Mr. Carpenter was our Chief Financial Officer and Treasurer from November 2021 to July 2022.
Prior to Publishers Clearing House, he served in divisional CFO roles for Nielsen Company, Sears Holdings and NBC Universal. He began his career with General Electric in the GE Financial Management Program. Mr. Carpenter holds a bachelor's degree in economics from the University of Vermont.
He previously served as Chief Financial Officer of Publishers Clearing House, a direct marketing and media company, from June 2016 until November 2021. Prior to Publishers Clearing House, he served in divisional CFO roles for Nielsen Company, Sears Holdings and NBC Universal. He began his career with General Electric in the GE Financial Management Program. Mr.
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.
Applications include path-to-purchase analyses, competitive benchmarking, market segmentation studies, and branded content analytics. 4 Table of Conte nt s • 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. • Total Home Panel Suite, including CTV Intelligence and Connected Home, which capture CTV and IOT device usage and content consumption.
Licenses We license data from third-party providers across the media platforms that we measure. Our licenses include agreements with satellite, telecommunications and cable operators covering television and VOD viewership data, third-party scheduling datasets and data matching partners, and agreements with providers of demographic and behavioral mobile and panel data.
Our licenses include agreements with satellite, telecommunications and cable operators covering television and VOD viewership data, third-party scheduling datasets and data matching partners, and agreements with providers of demographic and behavioral mobile and panel data. See "Our Approach to Media Measurement" above for a discussion of our data sourcing.
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 also currently serves on the Indiana University Accounting Advisory Board and has previously served on the Clothes to Kids of Colorado and Rocky Mountain PBS boards. 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.
William (Bill) Livek has served as our Vice Chairman since January 2016. Mr. Livek was our Chief Executive Officer from November 2019 to July 2022 and our President from January 2016 to May 2018.
Kline is a pioneering leader in the traditional and advanced TV advertising space and brings valuable relationships and perspective to our Board. William (Bill) Livek has served as our Vice Chairman since January 2016. Mr. Livek was our Chief Executive Officer from November 2019 to July 2022 and our President from January 2016 to May 2018.
Mary Margaret Curry has served as our Chief Financial Officer and Treasurer since July 2022 and as our Chief Accounting Officer since December 2021. Ms.
Carpenter holds a bachelor's degree in economics from the University of Vermont. Mary Margaret Curry has served as our Chief Financial Officer and Treasurer since July 2022 and as our Chief Accounting Officer since December 2021. Ms.
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.
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 ("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.
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.
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. Stephen (Steve) Bagdasarian has served as our Chief Commercial Officer since November 2023 and was our Executive Vice President, Growth from October 2022 to November 2023. 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. Non-Executive Directors Nana Banerjee has served as Chairman of the Board since July 2022 and as a director since March 2021 . Dr.
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 Dr. Nana Banerjee brings extensive experience in leading, innovating, and scaling analytics and technology businesses globally. Dr.
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.
Our principal competitors include: • Full-service market research firms; • Television measurement competitors, including traditional incumbents and emerging startups; • 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; • Online advertising companies that provide measurement of online ad effectiveness and ad delivery used for billing purposes; • Companies that provide digital advertising technology point solutions; • Companies that provide audience and content measurement, programmatic targeting and competitive intelligence across digital platforms; • Analytical services companies that provide customers with detailed information about behavior on their own websites; • Companies that report Smart TV data; and • Companies that provide consumers with TV and digital services, including cable and satellite TV providers.
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.
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 enhancing our coverage and scale, precision and granularity across diverse types of media, devices and geographies using our census, panel and other data assets.
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.
Patterson currently serves as Senior Vice President of Liberty Media Corporation, Liberty Broadband Corporation, Qurate Retail, Inc. and Liberty TripAdvisor Holdings, Inc. 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.
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.
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. The growing adoption of digital technologies also allowed measurement of the behavior of consumers' online activities.
See "Our Approach to Media Measurement" above for a discussion of our data sourcing. Competition The market for audience and advertising measurement products is highly competitive and is evolving rapidly. We compete primarily with other providers of media intelligence and related analytical products and services.
Competition The market for audience and advertising measurement products is highly competitive and is evolving rapidly. We compete primarily with other providers of media intelligence and related analytical products and services. We also compete with providers of marketing services and solutions, with full-service survey providers and with internal solutions developed by customers and potential customers.
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.
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. Within the United States, 84% of our eligible employee population was enrolled in one of our healthcare plans as of December 31, 2024.
Failure to comply with these laws or other privacy, data collection, data transfer or consent requirements, could result in substantial penalties and reputational harm. We also monitor actions by the Federal Communications Commission, the Federal Trade Commission, and their state and foreign counterparts, including regulatory developments affecting Internet Service Providers, advertisers and other industry participants.
We also monitor actions by the Federal Communications Commission, the Federal Trade Commission, and their state and foreign counterparts, including regulatory developments relating to data security, privacy and AI as well as developments affecting Internet Service Providers, advertisers and other industry participants more broadly.
Patterson brings to our Board extensive experience identifying and evaluating investment opportunities in the technology, media and telecommunications sectors. Brent Rosenthal has served as Lead Director since July 2022 and as a director since January 2016. He served as Chairman of the Board from April 2018 to July 2022. Mr.
He received his B.A. from Colorado College and is a CFA Charterholder. Mr. Patterson brings to our Board extensive experience identifying and evaluating investment opportunities in the technology, media and telecommunications sectors. Brian Wendling has served as a director since March 2021. Mr.
Within the United States, more than 30% of our employees identified as a person of color or as other than white. Our view is that our culture of involvement and appreciation of others enables us to more fully develop and leverage the strengths of our workforce to meet our business objectives.
Our view is that our culture of involvement and appreciation of different backgrounds and perspectives enables us to more fully develop and leverage the strengths of our workforce to serve our customers and meet our business objectives.
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.
He previously served as a senior advisor to the CEO of Cerberus Capital Management, a private equity firm, from September 2021 until April 2023. 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.
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.
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. In 2024, approximately 65% 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.
Employees have multiple avenues through which to express opinions, ideas, and concerns, which enables an open culture of communication and inclusion; our policies require that complaints are investigated and any findings are addressed. Our employees are not represented by labor unions outside of those few countries where union representation is a customary practice of doing business.
Our employment standards begin and end with respect for the dignity and worth of each person. Employees have multiple avenues through which to express opinions, ideas, and concerns, which enables an open culture of communication and inclusion; our policies require that complaints are investigated and any findings are addressed.
Over the years we have enhanced our product offerings by uniting panel data with census-level data from website tags and other sources, and we expanded our presence in various markets. We also have access to millions of television and video on demand ("VOD") screens and the ability to measure box office results from movie screens across the world.
We also have access to millions of television and video on demand ("VOD") screens and the ability to measure box office results from movie screens across the world. In December 2021, we acquired Shareablee, Inc.
These custom deliverables are designed to meet client needs in specific industries such as automotive, financial services, media, retail, travel, telecommunications and technology.
Research & Insight Solutions products and services include : • Comscore Marketing Solutions, which provide analytics that integrate online visitation and advertising data, TV viewing, purchase transactions, attitudinal research and other information assets. These custom deliverables are designed to meet client needs in specific industries such as automotive, financial services, media, retail, travel, telecommunications and technology.
We seek to attract and retain the best talent from a diverse group of sources around the world, in order to meet our current and future staffing needs. In addition to a robust employee referral practice and independent outreach, we have developed relationships with universities, professional associations, and industry alliances to further increase our outreach and talent pool.
In addition to a robust employee referral practice and independent outreach, we have developed relationships with 7 Table of Conte nt s universities, professional associations, and industry alliances to further increase our outreach and talent pool. In 2024, our company conducted hiring in North America, Europe, India, and Latin America.
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.
Our products and services are organized around two solution groups: • Content & Ad Measurement represents the measurement portion of our business - measuring audiences across content and advertisements for linear TV, CTV, desktops, laptops, tablets and mobile devices.
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.
Our employees are not represented by labor unions outside of those few countries where union representation is a customary practice of doing business. 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.
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 Predictive Audiences With signal loss from evolving privacy laws and third-party cookie deprecation across many environments, advertisers need bold new solutions to ensure their campaigns continue to reach the right audiences without interruption.
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.
Banerjee has served as a Comscore director since March 2021 and was Chairman of the Board from July 2022 to September 2024. Dr. Banerjee served as President and CEO and a member of the Board of Directors of Pelmorex Corp., a global climate analytics and public safety alerting company, from April 2023 to January 2025.
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.
We had no safety incidents reported in 2024. Diversity and Inclusion We strive to build and develop a workforce that reflects diversity, equity, and inclusion at all levels of the organization in accordance with applicable law.
Comscore CTV Intelligence provides clients with critical insight into consumer streaming activity on TV-connected devices, including smart TVs, streaming sticks and boxes, and gaming consoles. • CCR, which expands upon validated Campaign Essentials ("vCE") verification of mobile and desktop video campaigns with the addition of video advertising delivered via digital, CTV and TV and provides unduplicated reporting that enables ad buyers and sellers to negotiate and evaluate campaigns across media platforms. • XMedia Enhanced, which provides a deduplicated view of national programming content across TV, digital, and CTV platforms. • Comscore Marketing Solutions, which provide analytics that integrate online visitation and advertising data, TV viewing, purchase transactions, attitudinal research and other information assets.
Within the Content Activation suite, Predictive Audiences delivers contextually delivered, ID-free segments based on granular audience behaviors. • CCR, which expands upon validated Campaign Essentials ("vCE") verification of mobile and desktop video campaigns with the addition of video advertising delivered via digital, CTV and TV and provides unduplicated reporting that enables ad buyers and sellers to negotiate and evaluate campaigns across media platforms.
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.
Livek brings substantial industry experience, customer relationships and audience measurement expertise to our Board. Matthew (Matt) McLaughlin has served as a director since June 2024. Mr. McLaughlin is a retired advertising technology executive and Naval officer.
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.
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 Entry into New Credit Agreement On December 31, 2024, we entered into a senior secured financing agreement (the "Credit Agreement") with Blue Torch Finance LLC.
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.
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. • 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.
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 average, employee tenure is approximately six years, and more than 10% of our employees have been employed by our company for more than ten years. We seek to attract and retain the best talent from a diverse group of sources around the world, in order to meet our current and future staffing needs.
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.
These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supports multiple solution groups. Content & Ad Measurement - Syndicated Audience products and services include : • Comscore TV - National, which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.
Rosenthal 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.
Murphy worked in consumer markets at MCI Communications. He holds an M.B.A. from Harvard Business School and a B.S. in business administration from Georgetown University. Mr. Murphy brings to our Board substantial capital markets, M&A and corporate development experience. Martin (Marty) Patterson has served as a director since March 2021. Mr.
The growing adoption of digital technologies also allowed measurement of the behavior of consumers' online activities. Based on this vision, we built a global opt-in panel that provided insight into online activities.
Based on this vision, we built a global opt-in panel that provided insight into online activities. Over the years we have enhanced our product offerings by uniting panel data with census-level data from website tags and other sources, and we expanded our presence in various markets.
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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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The Credit Agreement has a term of four years and matures in December 2028. The Credit Agreement provides a borrowing capacity of $60.0 million, consisting of a $45.0 million term loan that was fully funded at closing and a $15.0 million revolving credit facility that was unfunded at closing.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFactors 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.
Biggest changeFactors that may cause fluctuations in our revenues or results of operations include: • changes in our customers' buying behaviors, including disintermediation of traditional channels; • variability of demand for custom projects and usage-based products; • changes to contract renewal rates caused by our customers' budgetary constraints, competition, or customer corporate restructuring or consolidation; • the timing and success of new product introductions or changes in methodology, particularly in light of consent requirements, cookie deprecation and other changes in our industry; • the impact of our Preferred Stock transactions, including our long-term data license with Charter; • 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 technology upgrades, product development initiatives and restructuring activities; • 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 strategic or financing 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; • maintaining appropriate staffing levels and capabilities, particularly during organizational restructuring; • the cost and timing of organizational restructuring; • the timing of any changes to our deferred tax valuation allowance; • the impact of foreign currency exchange rates; and • general economic, political, regulatory, industry and market conditions and those conditions specific to media and advertising businesses.
These risks include: • recruitment and maintenance of a sufficiently large and representative panel both globally and in certain countries; • difficulties and expenses associated with tailoring our products to local and international markets as may be required by local customers and joint industry committees or similar industry organizations; • difficulties in expanding the adoption of our server- or census-based web beacon data collection in certain countries or obtaining access to other necessary data sources; • the complexities and expense of complying with a wide variety of foreign laws and regulations, including the GDPR, other privacy and data protection laws and regulations, and foreign anti-corruption laws, as well as the U.S.
These risks include: • recruitment and maintenance of a sufficiently large and representative panel both globally and in certain countries; • difficulties and expenses associated with tailoring our products to local and international markets as may be required by local customers and joint industry committees or similar industry organizations; • difficulties in expanding the adoption of our server- or census-based web beacon data collection in certain countries or obtaining access to other necessary data sources; • the complexities and expense of complying with a wide variety of foreign laws and regulations, including the GDPR, other privacy, AI and data protection laws and regulations, and foreign anti-corruption laws, as well as the U.S.
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.
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 continue to increase, our business could be harmed.
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.
We have implemented a number of screening and other measures designed to prevent 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.
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.
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 25 Table of Conte nt s • 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.
If our revenues do not increase to offset these increases in costs and operating expenses, our operating results would be materially and adversely affected. Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.
If our revenues do not increase to offset these increases in costs and operating expenses, our operating results would be adversely affected. Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.
Additionally, operating in international markets requires significant additional management attention and financial resources. We cannot be certain that the investments and additional resources required to establish and maintain operations in other countries will hold their value or produce desired levels of revenues or profitability.
Additionally, operating in international markets requires significant additional management attention and financial resources. We cannot be certain that the investments and additional resources required to maintain operations in other countries will hold their value or produce desired levels of revenues or profitability.
In addition, governmental authorities in various countries have different views regarding regulatory oversight of the internet, data protection and consumer privacy. The impact of these risks could negatively affect our international business and, consequently, our financial condition and results of operations.
In addition, governmental authorities in various countries have different views regarding regulatory oversight of the internet, data protection, AI and consumer privacy. The impact of these risks could negatively affect our international business and, consequently, our financial condition and results of operations.
We collectively refer to Charter, Pine and Qurate/Liberty (as applicable) as the "Investors" in this 10-K. The issuance of securities pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by our stockholders and completed in 2021.
We collectively refer to Charter, Pine and Qurate/Liberty (as applicable) as the "Investors" in this 10-K. The issuance of securities pursuant to the Securities Purchase Agreements and related matters were approved by our stockholders and completed in 2021.
If our customers terminate or fail to renew their subscriptions, our business could suffer. We currently derive a significant portion of our revenues from our syndicated products, which are typically one-year subscription-based products.
We derive a significant portion of our revenues from sales of our subscription-based products. If our customers terminate or fail to renew their subscriptions, our business could suffer. We currently derive a significant portion of our revenues from our syndicated products, which are typically one-year subscription-based products.
These transactions could be material to our financial condition and results of operations, and though these transactions may provide additional benefits, they may not be profitable immediately or in the long term.
These transactions may be material to our financial condition and results of operations, and though these transactions may provide additional benefits, they may not be profitable immediately or in the long term.
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.
If we fail to meet our obligations under the Credit Agreement, the lender(s) may accelerate any amounts outstanding under the Credit Agreement and may terminate their commitments to extend further credit.
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.
Our failure to screen potential panelists, customers, vendors 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.
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").
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.
A security incident or failure of our network or data gathering procedures, or those of our third-party data suppliers, could result in liability to the Company, impede the processing of data, cause the corruption or loss of data, prevent the timely delivery of our products, give rise to government inquiries or enforcement actions, or damage our brand and reputation.
A security incident or failure of our network or data gathering procedures, or those of our third-party data suppliers, could result in liability to the Company, impede the processing of data, cause the corruption or loss of data, prevent the timely delivery of our products, give rise to government inquiries or enforcement actions, or damage our customer relationships, brand and reputation.
Under the Revolving Credit Agreement, we are subject to restrictive covenants limiting our ability to, among other things, incur additional indebtedness, permit additional liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets, and engage in transactions with affiliates.
Under the Credit Agreement, we are subject to restrictive covenants limiting our ability to, among other things, incur additional indebtedness and liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets, and engage in transactions with affiliates.
The effectiveness of our equity awards as a means to recruit and retain key personnel has diminished, and we may need to request additional shares for our equity plan or grant equity awards outside of our existing plan. Historically, we have relied on equity awards as one means of recruiting and retaining key personnel, including our senior management.
The availability and effectiveness of equity awards as a means to recruit and retain key personnel have diminished, and we may need to request additional shares for our equity plan or grant equity awards outside of our existing plan. Historically, we have relied on equity awards as one means of recruiting and retaining key personnel, including our senior management.
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.
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 could adversely affect our financial condition and results of operations.
Any disruption in our data processing or any loss, exposure or misuse of internet user data may damage our reputation and result in the loss of customers, partners and vendors and the imposition of penalties or other legal or regulatory action, and our business, financial condition and results of operations could be materially and adversely affected.
Any disruption in our data processing or any loss, exposure or misuse of data may damage our reputation and result in the loss of customers, partners and vendors and the imposition of penalties or other legal or regulatory action, and our business, financial condition and results of operations could be materially and adversely affected.
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.
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; • 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.
If we do not successfully manage our restructuring activities, including the Restructuring Plan, the expected benefits may not be realized, and our operations and business could be disrupted. We rely heavily on our management team and other personnel to operate and grow our business.
If we do not successfully manage our restructuring activities, the expected benefits may not be realized, and our operations and business could be disrupted. We rely heavily on our management team and other personnel to operate and grow our business.
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.
General Risks Related to Ownership of Our Common Stock Our outstanding securities and dividend obligations, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.
Because a large portion of our costs are fixed, we may not be able to adequately reduce our expenses in response to any decrease in our revenues, which would materially and adversely affect our operating results.
Because a large portion of our costs are fixed, we may not be able to adequately reduce our expenses in response to any decrease in our revenues, which would adversely affect our operating results.
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.
In connection with these 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.
Risks Related to Our Results of Operations • We may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline. • We may not generate sufficient cash to service our debt, dividend obligations, lease facilities and trade payables. • We may incur another impairment of goodwill or other intangible assets. • Changes in the fair value of our financing derivatives or warrants could adversely affect our financial condition and results. • We may encounter difficulties managing our costs, may continue to incur net losses, and may not achieve profitability. • Our net operating loss carryforwards may expire unutilized or underutilized.
Risks Related to Our Results of Operations • We may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline. • We may not generate sufficient cash to service our debt, dividend obligations, lease facilities and trade payables. • We may incur another impairment of goodwill or other intangible assets. • Changes in the fair value of our financing derivatives could adversely affect our financial condition and results. • We may continue to incur net losses and may not achieve profitability. • Our net operating loss carryforwards may expire unutilized or underutilized.
A natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in availability of our products. We may also encounter capacity limitations at our third-party data centers.
A natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in availability of our products. We may also encounter capacity limitations and cost increases at our third-party data centers.
Our credit facility may impact our ability to operate our business and secure additional financing in the future, and any failure to meet our debt obligations could adversely affect our business and financial condition. We have a senior secured revolving credit agreement (the "Revolving Credit Agreement") with a borrowing capacity of $40.0 million.
Our credit facility may impact our ability to operate our business and secure additional financing in the future, and any failure to meet our debt obligations could adversely affect our business and financial condition. We have a senior secured financing agreement (the "Credit Agreement") with a borrowing capacity of $60.0 million.
To the extent that such additional expenses are not accompanied by increased revenues, our operating margins may be reduced and our financial results could be adversely affected.
To the extent that any additional expenses are not accompanied by increased revenues, our operating margins may be reduced and our financial results could be adversely affected.
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.
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 2024, 2023 and 2022, we derived 34%, 37% and 34%, respectively, of our total revenues from our top 10 customers.
We cannot be certain that we will be able to comply with laws, rules, regulations or local guidelines to maintain or increase the size of the user panels that we currently have in various countries, that we will be able to recruit a representative sample for our audience measurement products or that we will be able to enter into arrangements with a sufficient number of website and mobile app content providers and/or television operators to allow us to collect information for inclusion in our products.
We cannot be certain that we will be able to comply with laws, rules, regulations 22 Table of Conte nt s or local guidelines to maintain or increase the size of the user panels that we currently have in various countries, that we will be able to recruit a representative sample for our audience measurement products or that we will be able to enter into arrangements with a sufficient number of website and mobile app content providers and/or television operators to allow us to collect information for inclusion in our products.
Our business may be harmed if we deliver, or are perceived to deliver, inaccurate or untimely information products. The metrics contained in our products may be viewed as an important measure of the success of certain businesses, especially those that utilize our metrics to evaluate a variety of investments ranging from their internal operations to advertising initiatives.
Our business may be harmed if we deliver, or are perceived to deliver, inaccurate or untimely information products. The metrics contained in our products may be viewed as an important measure of the success of certain businesses, especially those that utilize our metrics to evaluate priorities ranging from their internal operations to advertising initiatives.
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.
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 years, macroeconomic factors including inflation, rising interest rates and supply chain disruptions have caused some advertisers to reduce or delay advertising expenditures.
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.
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.
They also may require us to change our business practices and modify the products that we offer, which may increase our costs and decrease the quality and functionality of our products.
They also have required, and may continue to require, us to change our business practices and modify the products that we offer, which may increase our costs and decrease the quality and functionality of our products.
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. 12 Table of Conte nt s • Changes in foreign currencies could have a significant effect on our operating results.
Risks Related to International Operations • Our business is 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. 11 Table of Conte nt s • Changes in foreign currencies could have a significant effect on our operating results.
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.
Furthermore, even if we do have access to a particular form of data, if we have insufficient technology or encounter 12 Table of Conte nt s 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.
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.
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 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.
As of December 31, 2024, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries to be $6.3 million, which begin to expire in 2025. 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.
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.
We anticipate that the cost of traditional panel recruitment will continue to 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, increases to our panel incentive and panel management costs, and evaluation of alternative panel resources.
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.
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, with more expected in 2025 and beyond.
Cybersecurity breaches continue to evolve in sophistication and may be difficult to detect and remediate.
Attempted cybersecurity breaches continue to evolve in sophistication and frequency and may be difficult to detect and remediate.
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, 2024, the Investors were the largest stockholders of the Company, with each Investor's Preferred Stock representing approximately 16.8% 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.
These new and changing laws and regulations covering the development, use and provision of AI technologies and other digital products and services could impact our ability to use certain methodologies or limit our ability to pursue alternative strategies to build our products.
New and changing laws and regulations covering the development, use and provision of AI technologies and other digital products and services could impact our ability to use certain methodologies, impose new disclosure or consent requirements, or limit our ability to pursue alternative strategies to build our products.
Either event would result in incremental expense for that period, which would reduce any earnings or increase any loss for the period in which the impairment was determined to have occurred. We recorded impairment charges totaling $79.7 million and $46.5 million in 2023 and 2022, respectively.
Either event would result in incremental expense for that period, which would reduce any earnings or increase any loss for the period in which the impairment was determined to have occurred. We recorded impairment charges totaling $64.4 million and $79.7 million in 2024 and 2023, respectively.
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.
In addition, we are required to pay annual 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.
A number of laws have recently come into effect, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.
A number of laws have come into effect over the past decade, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.
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.
We incurred net losses of $60.2 million, $79.4 million and $66.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. We cannot make assurances that we will be able to achieve profitability in the future. As of December 31, 2024, we had an accumulated deficit of $1.5 billion.
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.
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. • 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.
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.
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.
We believe that we will be able to renew, or find alternative data center facilities, on commercially reasonable terms, although there can be no guarantee of this.
We believe that we will be able to renew or find alternative providers on commercially reasonable terms, although there can be no guarantee of this.
If the Restructuring Plan does not generate the expected cost savings, our business and financial results could be adversely affected. Moreover, some of the organizational and operational changes we have made and are making in connection with the Restructuring Plan require careful management to avoid disrupting customer, partner and employee relationships.
If our restructuring activities do not generate the expected cost savings, our business and financial results could be adversely affected. Moreover, some of the organizational and operational changes we have made and are making require careful management to avoid disrupting customer, partner and employee relationships.
Negotiating any such transactions could be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to regulatory or other approvals and other conditions that are beyond our control. Consequently, we can make no assurances that any such transactions, investments or relationships, if undertaken and announced, would be completed or successful.
Negotiating any such transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to regulatory or other approvals and other conditions that are beyond our control. We can make no assurances that any such transactions, investments or relationships will be completed or successful.
Failure to seek or achieve accreditation, delays in accreditation, or adverse audit findings may negatively impact the market acceptance of our products. Meanwhile, successful accreditation or audits may lead to costly changes to our procedures and methodologies and may not result in the anticipated commercial benefits.
Failure to seek or achieve accreditation or certification, delays in accreditation or certification, or adverse audit findings may negatively impact the market acceptance of our products. Meanwhile, successful accreditation, certification or audits may lead to costly changes to our procedures and methodologies, may divert development resources from other priorities, and may not result in the anticipated commercial benefits.
Failure to meet our payment obligations could disrupt our supply of goods and services and impact our reputation, creditworthiness and relations with customers, partners, creditors and holders of our Preferred Stock. It could also lead to costly litigation.
Failure to meet our payment obligations could disrupt our supply of goods and services and impact our reputation, creditworthiness and relations with customers, partners, creditors and holders of our Preferred Stock.
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.
Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of December 31, 2024, our Preferred Stock was convertible into an aggregate of 4,970,514 shares of Common Stock at the election of the holders.
Uncertain economic conditions, changes in the regulatory environment or other factors, such as the failure or consolidation of large customer companies, internal reorganization or changes in focus, or dissatisfaction with our products, may cause certain large customers to terminate or reduce their subscriptions and contracts with us.
Uncertain economic conditions, changes in the political or regulatory environment or other factors, such as the failure or consolidation of large customer companies, internal reorganization or changes in customer buying processes, or dissatisfaction with our products, may cause certain large customers to terminate or reduce their subscriptions and contracts with us or may increase our costs to retain those customers.
The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) upon the exercise of warrants, (iii) as deferred consideration to the Shareablee sellers, (iv) pursuant to outstanding and future equity awards, or (v) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.
The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) pursuant to outstanding and future equity awards, or (iii) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.
Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations.
We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations.
Also, the Investors may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders. We may not be able to realize the anticipated benefits of the Transactions.
Also, the Investors may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders.
For example, the European Union's ("EU") General Data Protection Regulation, or GDPR, became effective in 2018, imposing more stringent EU data protection requirements and providing for greater penalties for noncompliance. In addition, regulators in the EU, the U.S. and elsewhere are increasingly focused on transparency, consent, consumer choice and the collection of data using tracking technologies.
For example, the European Union's ("EU") General Data Protection Regulation, or GDPR, has imposed more stringent EU data protection requirements with greater penalties for noncompliance. In addition, regulators in the EU, the U.S. and elsewhere have increasingly focused on transparency, consent, consumer choice and the collection of data using tracking technologies.
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.
In addition to employee terminations, our restructuring activities have 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.
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.
Although we have taken (and continue to take) 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.
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.
As of December 31, 2024, 99,469 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), 381,631 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 837,438 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.
Furthermore, our newer products, for which revenue is recognized based on impressions used, are subject to higher fluctuations in revenue.
Furthermore, our newer products, for which revenue is 14 Table of Conte nt s recognized based on impressions used, are subject to higher fluctuations in revenue.
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.
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.
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.
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.
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.
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.
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.
Our results of operations may fluctuate as a result of a variety of factors, many of which are outside of our control. If our revenues or results of operations do not meet or exceed the expectations of securities analysts or investors, the price of our Common Stock could decline substantially.
As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to decline. Our results of operations may fluctuate as a result of a variety of factors, many of which are outside of our control.
In addition, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. In January 2024, we received notice from a stockholder, 180 Degree Capital Corp.
In addition, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
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.
These relationships and transactions sometimes involve preferred or exclusive licenses, discount 15 Table of Conte nt s pricing, provision of our products and services without charge, or investments in other businesses to expand our product development and sales capabilities.
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.
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.
Outside parties, including foreign actors, may attempt to fraudulently induce our employees or users of our solutions to disclose sensitive information via illegal electronic spamming, phishing, threats or other tactics. Unauthorized parties may also attempt to gain physical access to our information systems. This risk may be heightened in U.S. election years, particularly from foreign governments and other foreign actors.
Outside parties, including foreign actors, may attempt to fraudulently induce our employees or users of our solutions to disclose sensitive information via illegal electronic spamming, phishing, threats or other tactics. Unauthorized parties may also attempt to gain physical access to our information systems.
If our cash flow and capital resources prove inadequate to allow us to pay the interest and principal on our debt when due and meet our other financial obligations, we could face substantial liquidity challenges and might be required to dispose of material assets or operations, restructure or refinance our debt (which we may be unable to do on acceptable terms) or forego attractive business opportunities.
It could also lead to costly litigation. 18 Table of Conte nt s If our cash flow and capital resources prove inadequate to allow us to satisfy our trade payables, pay the interest and principal on our debt when due, invest in our business and meet our other financial obligations, we could face substantial liquidity challenges and might be required to dispose of material assets or operations, obtain alternative financing (which we may be unable to do on acceptable terms) or forego attractive business opportunities.
Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties and interest or future requirements may adversely affect our financial condition and results of operations.
Certain jurisdictions in which we do not collect such taxes have asserted, and may in the future assert, that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future.
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.
If we are unable to maintain panels of sufficient size and scope, whether through traditional recruitment or alternative sources, we could face negative consequences, including degradation in the quality and competitiveness of our products, failure to receive accreditation or certification from industry associations, loss of customers and damage to our brand.
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.
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.
We could also become engaged in a proxy contest with another activist stockholder in 2024 or future years. Provisions in our certificate of incorporation, bylaws and under Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.
Provisions in our certificate of incorporation, bylaws and under Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.
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.
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.
Risks Related to International Operations Our business could become increasingly susceptible to risks associated with international operations. Conducting international operations subjects us to risks that we generally do not face in the U.S.
Conducting international operations subjects us to risks that we generally do not face in the U.S.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWhile prior incidents have not materially affected our business strategy, results of operations or financial condition to date, and although our processes are designed to help prevent, detect and mitigate the impact of such incidents, we cannot guarantee that a future security incident would not materially affect our strategy, 28 Table of Conte nt s results of operations or financial condition.
Biggest changeWhile prior incidents have not materially affected our business strategy, results of operations or financial condition to date, and although our processes are designed to help prevent, detect and mitigate the impact of such incidents, we cannot guarantee that a future security incident would not materially affect our strategy, results of operations or financial condition.
The team maintains a comprehensive incident response policy that includes prompt reporting of security incidents to a cross-functional working group (including our Chief Information Officer, General Counsel, Chief Compliance Officer and other security and privacy personnel) in order to ensure that information required to be disclosed by the Company with respect to security incidents is timely identified and reported.
The team maintains a comprehensive incident response policy that includes prompt reporting of security incidents to a cross-functional working group (including our Chief Operating Officer, General Counsel, Chief Compliance Officer and other security and privacy personnel) in order to ensure that information required to be disclosed by the Company with respect to security incidents is timely identified and reported.
Our Board of Directors has an active role, as a whole and at the committee level, in overseeing management of our material risks from cybersecurity threats. The Board's Audit Committee oversees management of financial, regulatory, compliance and security risks and receives reports at least quarterly from our Chief Information Officer regarding our cybersecurity programs, vulnerabilities, threats and risks.
Our Board of Directors has an active role, as a whole and at the committee level, in overseeing management of our material risks from cybersecurity threats. The Board's Audit Committee oversees management of financial, regulatory, compliance and security risks and receives reports at least quarterly from our Chief Operating Officer regarding our cybersecurity programs, vulnerabilities, threats and risks.
The full Board is regularly informed about such risks through committee reports, attendance at committee meetings and other communications. Our executive leadership team is responsible for designing and implementing our enterprise risk management program, with input from our Chief Information Officer, General Counsel and other security and privacy personnel regarding material risks from cybersecurity threats.
The full Board is regularly informed about such risks through committee reports, attendance at committee meetings and other communications. Our executive leadership team is responsible for designing and implementing our enterprise risk management program, with input from our Chief Product Officer, Chief Operating Officer, General Counsel and other security and privacy personnel regarding material risks from cybersecurity threats.
Our cybersecurity program is run by a dedicated team of cybersecurity professionals with deep expertise in incident prevention, detection and remediation, led by our Vice President, Information Security (a certified information systems security professional with a degree in computer science and more than 30 years of relevant work experience) and our Chief Information Officer (a seasoned executive with a degree in management information systems and decades of product and technology experience, including more than 20 years with the Company).
Our cybersecurity program is run by a dedicated team of cybersecurity professionals with deep expertise in incident prevention, detection and remediation, led by our Vice President, Information Security (a certified information systems security professional with a degree in computer science and more than 30 years of relevant work experience) and our Chief Operating Officer (a seasoned executive with a degree in industrial systems and decades of product and technology experience, including more than 19 years with the Company).

Item 2. Properties

Properties — owned and leased real estate

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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.
Biggest changeIf we require additional space, we believe that we would be able to obtain such space on commercially reasonable terms. 26 Table of Conte nt s As of December 31, 2024, we leased facilities in 16 locations worldwide, including subleased space in three properties. Currently, however, most of our employees are operating under remote or hybrid working arrangements.
For additional information regarding our obligations under operating and finance leases, refer to Footnote 9 , Leases, of the Notes to Consolidated Financial Statements.
For additional information regarding our obligations under operating and finance leases, refer to Footnote 8 , Leases, of the Notes to Consolidated Financial Statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+2 added−1 removed1 unchanged
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.
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 On July 24, 2024, we issued 13.3 million shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay accrued dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024.
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.
Holders As of February 26, 2025, there were 109 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 26, 2025.
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
Added
The shares of Preferred Stock and Common Stock issuable upon conversion of the Preferred Stock that were, or will be, issued as part of or following this issuance, as applicable, were, or will be, issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Added
Additional information required by Item 701 of Regulation S-K was previously included in our Current Report on Form 8-K filed on July 25, 2024. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.

Item 7. Management's Discussion & Analysis

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

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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.
Biggest changeYears Ended December 31, 2024 2023 2022 (In thousands) Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue Revenues $ 356,047 100.0 % $ 371,343 100.0 % $ 376,423 100.0 % Cost of revenues 208,708 58.6 % 205,580 55.3 % 205,294 54.5 % Selling and marketing 57,622 16.2 % 63,322 17.1 % 68,453 18.2 % Research and development 33,066 9.3 % 33,701 9.1 % 36,987 9.8 % General and administrative 47,679 13.4 % 51,192 13.8 % 61,200 16.3 % Amortization of intangible assets 3,057 0.9 % 5,213 1.4 % 27,096 7.2 % Impairment of goodwill 63,000 17.7 % 78,200 21.0 % 46,300 12.3 % Impairment of right-of-use and long-lived assets 1,397 0.4 % 1,502 0.4 % 156 — % Restructuring 1,027 0.3 % 6,234 1.7 % 5,810 1.5 % Total expenses from operations 415,556 116.7 % 444,944 119.8 % 451,296 119.9 % Loss from operations (59,509) (16.7) % (73,601) (19.8) % (74,873) (19.9) % Interest expense, net (1,883) (0.5) % (1,445) (0.4) % (915) (0.2) % Other income, net 651 0.2 % 42 — % 9,785 2.6 % Gain (loss) from foreign currency transactions 1,417 0.4 % (2,824) (0.8) % 1,166 0.3 % Loss before income taxes (59,324) (16.7) % (77,828) (21.0) % (64,837) (17.2) % Income tax provision (924) (0.3) % (1,533) (0.4) % (1,724) (0.5) % Net loss $ (60,248) (16.9) % $ (79,361) (21.4) % $ (66,561) (17.7) % 29 Table of Conte nt s Revenues Our products and services are organized around two solution groups: • Content & Ad Measurement represents the measurement portion of our business - measuring audiences across content and advertisements for linear TV, CTV, desktops, laptops, tablets and mobile devices.
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.
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 the U.S. Dollar against the Canadian Dollar and Argentine Peso.
Overview We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. We create our products using a global data platform that combines information on digital platforms (connected (Smart) televisions, mobile devices, tablets and computers), TV, direct to consumer applications and movie screens with demographics and other descriptive information.
Overview We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. We create our products using a global data platform that combines information on digital platforms (connected televisions, mobile devices, tablets and computers), televisions, direct to consumer applications and movie screens with demographics and other descriptive information.
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
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. 40 Table of Conte nt s
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 .
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 9 , Goodwill and Intangible Assets and Item 7 , Critical Accounting Estimates .
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.
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, 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.
In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .
In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .
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%.
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 2024, 2023 and 2022 annual impairment analyses was 3.0%.
Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and lower commissions.
Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in commissions.
These declines have had a direct impact on demand for our products, particularly those that are tied to discretionary advertising spend. We expect that softness in the advertising market will continue to affect our business into 2024.
These declines have had a direct impact on demand for our products, particularly those that are tied to discretionary advertising spend. We expect that softness in the advertising market will continue to affect our business into 2025.
Research and Development Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products and third-party data costs and allocated overhead, which is comprised of lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.
Research and Development Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products and third-party data costs and allocated overhead, lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.
Employee costs decreased primarily due to an increase in employee compensation capitalized in 2023 related 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. Panel costs decreased primarily due to lower recruitment and support costs for our desktop and mobile panels.
Employee costs decreased primarily due to an increase in employee compensation capitalized in 2023 related to capitalized software projects as we allocated more resources to product development, as well as a decrease in employee headcount related to our restructuring plan. Panel costs decreased primarily due to lower recruitment and support costs for our desktop and mobile panels.
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.
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 2024 was $24.1 million compared to $23.8 million in 2023.
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.
During the years ended December 31, 2024, 2023, and 2022, we recorded an income tax provision of $0.9 million, $1.5 million, and $1.7 million, resulting in an effective tax rate of 1.6%, 2.0%, and 2.7%, respectively.
Net proceeds from the issuance totaled $187.9 million after deducting issuance costs. Shares of Preferred Stock are convertible into Common Stock as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity .
Net proceeds from the issuance totaled $187.9 million after deducting issuance costs. Shares of Preferred Stock are convertible into Common Stock as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).
Interest expense, net, increased $0.5 million during 2023 to $1.4 million as compared to $0.9 million in 2022. The increase in interest expense for the year ended December 31, 2023 as compared to 2022 was primarily due to a higher interest rate on debt under our Revolving Credit Agreement, as described in Footnote 6 , Debt.
Interest expense, net, increased $0.5 million in 2023 to $1.4 million as compared to $0.9 million in 2022. The increase in interest expense for the year ended December 31, 2023 as compared to 2022 was primarily due to a higher interest rate on debt under our Prior Credit Agreement, as described in Footnote 5 , Debt .
The increase in cash used in investing activities was primarily due to an increase in cash paid for capitalized internally developed software as we increased our focus on product infrastructure and innovation in 2023. Net cash used in investing activities in 2022 was $17.8 million compared to $14.6 million in 2021.
Net cash used in investing activities in 2023 was $23.8 million compared to $17.8 million in 2022. The increase in cash used in investing activities was primarily due to an increase in cash paid for capitalized internally developed software as we increased our focus on product infrastructure and innovation in 2023.
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 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.
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.
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 2024, 2023 and 2022 annual impairment analyses were 24.5%, 22.0% and 27.0%, respectively.
Changes to the SSP will impact the amount of consideration allocated to each performance obligation, which could have an impact on the timing and amount of revenues recognized in future periods as our performance obligations are satisfied.
Changes to the SSP will impact the amount of consideration allocated to each performance obligation, which could have an impact on the timing and amount of 39 Table of Conte nt s revenues recognized in future periods as our performance obligations are satisfied.
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.
Goodwill allocated to our single reporting unit as of December 31, 2024 was $246.0 million. The projected long-term cash flows used in our fair value estimate are consistent with our most recent operating plan as of the evaluation date and are dependent on the successful execution of our business plan, overall industry growth rates and the competitive environment.
We categorize our revenue along these solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These costs include, but are not limited to, employee costs, purchased data, operational overhead, data storage and technology that supports multiple solution groups.
We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supports multiple solution groups.
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.
Organizational Restructuring We incurred restructuring expenses of $1.0 million, $6.2 million and $5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022. The 2022 restructuring plan was substantially completed in 2024.
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 gain was primarily driven by fluctuations in the U.S. Dollar against the Chilean Peso, Euro and Canadian Dollar and the Chilean Peso against the Euro. For the year ended December 31, 2023, the loss from foreign currency transactions was $2.8 million. The loss was primarily driven by fluctuations in the Chilean Peso against the U.S.
These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, and increases in the valuation allowance against our domestic deferred tax assets.
These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and income tax benefit related to the impairment of goodwill.
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.
To the extent that our existing cash, cash equivalents and operating cash flow, together with savings from cost-reduction initiatives undertaken by our management and amounts available to us under the Revolving Facility, are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing.
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.
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, stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use and long-lived assets and goodwill, deferred tax provision and change in the fair value of warrants liability.
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.
We performed a quantitative goodwill impairment test in conjunction with the annual testing 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 $63.0 million non-cash impairment charge in the quarter ended September 30, 2024.
On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by us on that date.
On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by us on that date. Upon receipt of the waivers, our Board elected to defer the June 2023 payment.
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.
Operating Activities Our primary source of cash provided by operating activities is revenues generated from sales of our products and services. 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.
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.
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. Other expense decreased primarily due to change in fair value of the contingent consideration recognized as part of our 2021 Shareablee acquisition.
Data costs increased primarily due to an amendment to our data licensing agreement with Charter Communications, which resulted in a credit of $4.5 million recognized in 2022 compared to a credit of $2.5 million recognized in 2023.
Systems and bandwidth costs increased primarily due to cloud computing and processing costs attributable to certain custom TV data set deliveries. Data costs increased primarily due to an amendment to our data licensing agreement with Charter Communications, which resulted in a credit of $4.5 million recognized in 2022 compared to a credit of $2.5 million recognized in 2023.
Tax expense of $16.3 million has also been included for an increase in the valuation allowance recorded against our deferred tax assets to offset the tax benefit of our operating losses in the U.S. and certain foreign jurisdictions.
Also included in the total tax expense is an income tax benefit of $2.5 million for a decrease in the valuation allowance recorded against our deferred tax assets to offset the tax expense of our operating losses in the U.S. and certain foreign jurisdictions.
We may also be required to raise additional funds in order to repay our Revolving Credit Agreement upon maturity or pay a special dividend to holders of our Preferred Stock, as described above.
We may also be required to prepay or refinance our Credit Agreement or raise additional funds in order to pay dividends to holders of our Preferred Stock, as described above.
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.
As of December 31, 2024, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $33.5 million, including $3.5 million in restricted cash (primarily related to letters of credit); cash flows from our operations; and amounts available to us under our Credit Agreement, as described below.
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.
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, lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.
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.
The following is a summary of other income, net: Years Ended December 31, (In thousands) 2024 2023 2022 Change in fair value of warrants liability $ 669 $ 49 $ 9,802 Other (18) (7) (17) Total other income, net $ 651 $ 42 $ 9,785 Total other income, net for the year ended December 31, 2024 was $0.7 million as compared to total other income, net of $42 thousand in 2023.
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.
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.
Dollars are in a net liability position, and our foreign currency exposures that relate to the translation from U.S. Dollars are in a net asset position. For the year ended December 31, 2023, the loss from foreign currency transactions was $2.8 million. The loss was primarily driven by fluctuations in the Chilean Peso against the U.S.
Our foreign currency exposures that relate to the translation to U.S. Dollars are in a net liability position, and our foreign currency exposures that relate to the translation from U.S. Dollars are in a net asset position. For the year ended December 31, 2024, the gain from foreign currency transactions was $1.4 million.
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).
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 dividend waivers described below).
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.
We anticipate that revenues from our U.S. sales will continue to constitute a substantial and increasing portion of our revenues in future periods. We expect our non-U.S. revenues to decline as a percentage of our total revenues as a result of relative growth in our domestic product offerings.
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.
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. 35 Table of Conte nt s Liquidity and Capital Resources The following table summarizes our cash flows for each of the periods identified: Years Ended December 31, (In thousands) 2024 2023 2022 Net cash provided by operating activities $ 18,104 $ 28,926 $ 34,937 Net cash used in investing activities (24,062) (23,786) (17,822) Net cash provided by (used in) financing activities 17,623 (3,394) (18,132) Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,133) 748 (820) Net increase (decrease) in cash, cash equivalents and restricted cash 10,532 2,494 (1,837) Overview Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including 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 deferred payment obligations with respect to our 2021 acquisition of Shareablee.
The remaining term for this agreement is two years. As of December 31, 2023, the total fixed payment obligation related to this agreement is $28.8 million.
As of December 31, 2024, the total fixed payment obligation related to this agreement is $13.8 million.
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.
Our selected discount rate was higher in 2024 in comparison to 2023 primarily due to the increase in company-specific risk premium ("CSRP"). The increase in CSRP was related to an increase in operational risk in earnings before interest, taxes, depreciation, and amortization.
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.
During the third quarter of 2024, 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 changes in our stock price, market and equity capitalization, operating results and projections.
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.
These agreements have remaining terms of less than one year to seven years. As of December 31, 2024, the total fixed payment obligations related to set-top box and connected TV data agreements are $125.5 million and $25.4 million, respectively.
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.
As of December 31, 2024, the total fixed payment obligation related to these agreements is $36.4 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 less than one year.
Lease expense and depreciation increased due to higher depreciation primarily driven by an increase in capitalized internal-use software costs. Professional fees increased primarily due to an increase in consulting services related to our transformation initiatives. Systems and bandwidth costs increased primarily due to cloud computing and processing costs attributable to certain custom TV data set deliveries.
Lease expense and depreciation increased due to higher depreciation primarily driven by an increase in capitalized internal-use software costs. Professional fees 31 Table of Conte nt s increased primarily due to an increase in consulting services related to our transformation initiatives.
We performed a quantitative goodwill impairment 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 $44.1 million non-cash impairment charge in the quarter ended June 30, 2023.
Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $63.0 million non-cash impairment charge in the quarter ended September 30, 2024. We performed a quantitative impairment test on our annual testing date as of October 1, 2023.
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.
On December 26, 2023, each holder of our Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023. Under these waivers and the Certificate of Designations, the deferred dividends would continue to accrue at a rate of 9.5% per year until declared and paid, with payment to occur on or before June 30, 2024.
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.
Revenues by Geographic Location Revenue from outside of the United States was $37.7 million, $35.6 million and $38.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.
At an annual meeting of stockholders held on June 15, 2023 (the "Annual Meeting"), our stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations governing the Preferred Stock.
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. 36 Table of Conte nt s At an annual meeting held on June 15, 2023, our stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations governing the Preferred Stock.
Interest Expense, Net Interest expense, net consists of interest income and interest expense. Interest income primarily consists of interest earned from our cash and cash equivalent balances. Interest expense relates to interest on our Notes, Secured Term Note, Revolving Credit Agreement, sale-leaseback agreement, and our finance leases.
For further information refer to Footnote 15 , Organizational Restructuring . Interest Expense, Net Interest expense, net consists of interest income and interest expense. Interest income primarily consists of interest earned from our cash and cash equivalent balances. Interest expense relates to interest on our Prior Credit Agreement and our finance leases.
Under these most recent waivers and the Certificate of Designations, the deferred dividends will continue to accrue at a rate of 9.5% per year until paid, with payment to occur on or before June 30, 2024, subject to certain conditions. Payment of annual dividends (including deferred dividends) in the form of cash could significantly impact our financial position and liquidity.
Under these waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5% per year until declared and paid, with payment to occur on or before July 31, 2024, subject to certain conditions.
Amortization of Intangible Assets Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger.
In addition, Other expense decreased due to lower recruiting expense and operating tax expense. Professional fees decreased primarily due to a decrease in audit fees. Amortization of Intangible Assets Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger.
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.
The decrease in amortization of intangible assets in 2024 and 2023 was primarily due to amortization related to certain customer relationships, methodologies and technology intangibles related to the Rentrak merger reaching the end of their useful lives.
In 2023, each holder of Preferred Stock waived its right to receive on June 30, 2023 (and subsequently on December 31, 2023) the annual dividends otherwise payable by us on that date.
On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024. In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024.
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.
Income tax expense of $0.9 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, local statutory to U.S. GAAP adjustments, and other nondeductible expenses. These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate.
Digital Ad Solutions revenue decreased primarily due to lower revenue from our syndicated digital products driven by lower renewals and lower deliveries of certain custom digital products. These decreases were partially offset by an increase in Activation and CCR revenue driven by higher usage from multiple customers.
This decrease was partially offset by an increase in Cross-Platform revenue driven by increased usage of our Proximic products. Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.
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 increase in other income, net was primarily driven by larger gains from the change in fair value of warrants liability recognized in 2024 compared to 2023, due to a decrease in the trading price of our Common Stock during the first quarter of 2024 and the Series A warrants 34 Table of Conte nt s expiring unexercised in the second quarter of 2024, as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).
(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.
For additional information about the change in fair value of warrants liability, refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). 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.
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).
The Credit Agreement contains financial covenants that require us to maintain a maximum Senior Leverage Ratio and minimum Liquidity (each term as defined in the Credit Agreement) during the term of the facility.
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.
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 Content & Ad Measurement Syndicated Audience $ 276,101 74.4 % $ 282,238 75.0 % $ (6,137) (2.2) % Cross-Platform 33,803 9.1 % 25,241 6.7 % 8,562 33.9 % Total Content & Ad Measurement 309,904 83.5 % 307,479 81.7 % 2,425 0.8 % Research & Insight Solutions 61,439 16.5 % 68,944 18.3 % (7,505) (10.9) % Total $ 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.
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.
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.
We do not currently have an agreement in place to extend or refinance the facility upon its maturity. Macroeconomic Factors Over the past two years, macroeconomic challenges such as inflation, rising interest rates, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures.
On and after April 1, 2026, the Credit Agreement imposes certain limitations on cash dividends, including a heightened liquidity requirement. Macroeconomic Factors In recent years, macroeconomic challenges such as inflation, rising interest rates, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures.
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.
General and administrative expenses for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Employee costs $ 24,659 6.9 % $ 26,770 7.2 % $ (2,111) (7.9) % Professional fees 12,338 3.5 % 14,341 3.9 % (2,003) (14.0) % Technology 3,328 0.9 % 3,385 0.9 % (57) (1.7) % Lease expense and depreciation 1,329 0.4 % 1,444 0.4 % (115) (8.0) % Other 6,025 1.7 % 5,252 1.4 % 773 14.7 % Total general and administrative expenses $ 47,679 13.4 % $ 51,192 13.8 % $ (3,513) (6.9) % General and administrative expenses decreased by $3.5 million, or 6.9%, for the year ended December 31, 2024 as compared to 2023.
We may also request the issuance of letters of credit under the Revolving Credit Agreement in an aggregate amount up to $5.0 million, which reduces the amount of available borrowings by the amount of such issued and outstanding letters of credit.
The Prior Credit Agreement provided for a borrowing capacity equal to $25.0 million, which was reduced from $40.0 million on May 3, 2024. We could also request the issuance of letters of credit under the Prior Credit Agreement in an aggregate amount up to $5.0 million.
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.
Data costs increased primarily due to higher data licensing costs to expand our data footprint and data rights, as well as a credit of $2.5 million recognized in 2023 under the data licensing agreement with Charter Communications which did not recur in 2024.
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.
Financing Activities Net cash provided by financing activities in 2024 was $17.6 million compared to net cash used in financing activities of $3.4 million in 2023. The increase in cash provided by financing activities was primarily due to net proceeds of $40.4 million from the Credit Agreement in 2024.
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.
Non-U.S. revenue increased in 2024 primarily due to an increase in revenue from our Syndicated Audience offerings. 30 Table of Conte nt s We generate the majority of our revenues from the sale and delivery of our products within the United States.
Net cash used in financing activities in 2022 was $18.1 million compared to $22.5 million in 2021.
Net cash provided by operating activities in 2024 was $18.1 million compared to $28.9 million in 2023.
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.
Selling and marketing expenses for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Employee costs $ 44,672 12.5 % $ 50,337 13.6 % $ (5,665) (11.3) % Technology 3,188 0.9 % 3,149 0.8 % 39 1.2 % Lease expense and depreciation 2,820 0.8 % 3,106 0.9 % (286) (9.2) % Marketing and advertising 2,685 0.8 % 2,155 0.6 % 530 24.6 % Professional fees 2,550 0.7 % 3,120 0.8 % (570) (18.3) % Other 1,707 0.5 % 1,455 0.4 % 252 17.3 % Total selling and marketing expenses $ 57,622 16.2 % $ 63,322 17.1 % $ (5,700) (9.0) % Selling and marketing expenses decreased by $5.7 million, or 9.0%, for the year ended December 31, 2024 as compared to 2023.
Lease expense and depreciation increased due to higher depreciation primarily driven by the addition of capitalized internal-use software costs as a result of our acquisition of Shareablee in 2021.
Lease expense and depreciation increased primarily due to higher depreciation driven by an increase in capitalized internal-use software and finance leases. Royalties and resellers costs increased primarily due to increased sales for products in which we pay royalties. Employee costs increased primarily due to a shift in headcount toward supporting our products.
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 impairment charge was driven by the execution of a sublease for an office space for which expected cash receipts are less than the cash disbursements for the primary lease. In the quarter ended September 30, 2023, we recorded an impairment charge of $1.5 million related to certain office space lease right-of-use assets and related long-lived assets.
These decreases were partially offset by increases in revenue from local TV and movies due to higher renewals and new business.
Content & Ad Measurement revenue increased due to higher revenue from our Cross-Platform offerings, driven by increased usage of our Proximic and CCR products, along with increases in local TV and movies revenue due to higher renewals and new business.
Professional fees decreased primarily due to a decrease in audit fees.
Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in employee bonus expense. Professional fees decreased primarily due to a decrease in corporate insurance 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.
Cost of Revenues Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, and the recruitment, maintenance and support of our consumer panels.
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.
Cost of revenues for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Data costs $ 76,966 21.6 % $ 72,420 19.5 % $ 4,546 6.3 % Employee costs 39,102 11.0 % 37,049 10.0 % 2,053 5.5 % Systems and bandwidth costs 27,914 7.8 % 36,268 9.8 % (8,354) (23.0) % Lease expense and depreciation 27,014 7.6 % 23,051 6.2 % 3,963 17.2 % Panel costs 13,262 3.7 % 13,370 3.6 % (108) (0.8) % Royalties and resellers 6,506 1.8 % 4,095 1.1 % 2,411 58.9 % Sample and survey costs 6,286 1.8 % 6,452 1.7 % (166) (2.6) % Professional fees 6,234 1.8 % 7,734 2.1 % (1,500) (19.4) % Technology 4,374 1.2 % 4,114 1.1 % 260 6.3 % Other 1,050 0.3 % 1,027 0.3 % 23 2.2 % Total cost of revenues $ 208,708 58.6 % $ 205,580 55.4 % $ 3,128 1.5 % Cost of revenues increased by $3.1 million, or 1.5%, for the year ended December 31, 2024 as compared to 2023.
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.
Initial proceeds from the Term Loan were used to resolve our aged accounts payable, cash collateralize our outstanding letters of credit, pay transaction fees and expenses, and strengthen our cash position. As of December 31, 2024, we had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $15.0 million.
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.
This was offset by a decrease in Syndicated Audience revenue, primarily related to lower renewals of our national TV and syndicated digital products and a one-time custom deliverable in the first quarter of 2022. Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+4 added−2 removed0 unchanged
Biggest changeInterest 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%.
Biggest changeInterest Rate Risk Under the Credit Agreement, borrowings bear interest at rates determined based on either the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement). As of December 31, 2024, our Term Loan bore interest at a variable rate based on the Adjusted Term SOFR rate.
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.
We determined that a 10% decrease in value would have resulted in a decrease to our net loss of approximately $10.9 million and a 10% increase in value would have resulted in an increase to our net loss of approximately $7.3 million for the year ended December 31, 2024.
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.
As of December 31, 2024, of our total $33.5 million in cash and cash equivalents, including restricted cash, $9.1 million was held by foreign subsidiaries. Of this amount, we believe $2.0 million could be subject to income tax withholding of 5% to 15% if the funds were repatriated to the U.S. 41 Table of Conte nt s
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.
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.
Dollar to Euro exchange rate movements, we are also impacted by the movements in the exchange rates between the U.S. Dollar and various South American, Asia Pacific and other European currencies. We performed a sensitivity analysis, assuming a 10% decrease or increase in the value of foreign currencies in which we operate.
Dollar and various South American, Asia Pacific and other European currencies. We performed a sensitivity analysis, assuming a 10% decrease or increase in the value of foreign currencies in which we operate.
As such, we have exposure to adverse changes in exchange rates associated with revenues and operating expenses of our foreign operations. We have not engaged in any transactions that hedge foreign currency exchange rate risk. There can be no guarantee that exchange rates will remain constant in future periods. In addition to the impact from the U.S.
We have not engaged in any transactions that hedge foreign currency exchange rate risk. There can be no guarantee that exchange rates will remain constant in future periods. In addition to the impact from the U.S. Dollar to Euro exchange rate movements, we are also impacted by the movements in the exchange rates between the U.S.
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.
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 such, we have exposure to adverse changes in exchange rates associated with revenues and operating expenses of our foreign operations.
We also have interest rate risk for amounts outstanding under our Revolving Credit Agreement, and foreign currency exchange rate risk from our global operations.
As of December 31, 2024, we have interest rate risk in connection with the Term Loan under the Credit Agreement and foreign currency exchange rate risk from our global operations.
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. 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.
As a result, we are subject to interest rate risk based on the Adjusted Term SOFR rate (or the Reference Rate, as applicable), and our interest obligation on outstanding borrowings will fluctuate with movements in the Adjusted Term SOFR rate (or the Reference Rate, as applicable).
Removed
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.
Added
As of December 31, 2024, the stated interest rate on the Term Loan was 11.59%, per annum.
Removed
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
Added
Certain voluntary or mandatory prepayments of the Term Loan, as prescribed by the Credit Agreement, are subject to prepayment premiums as follows: (i) with respect to any such payment occurring on or before December 31, 2025, a 3.0% prepayment premium plus a make-whole amount based on U.S.
Added
Treasury notes yield, (ii) with respect to any such payment occurring after December 31, 2025 and on or before December 31, 2026, a 1.0% prepayment premium, and (iii) with respect to any such payment occurring after December 31, 2026, no prepayment premium.
Added
As of December 31, 2024, our exposure to interest rate risk calculated using the Adjusted Term SOFR rate or the Reference Rate was not material. As of December 31, 2024, our exposure to interest rate risk related to prepayment breakage costs and prepayment premiums was not material.

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