RESTON, Va., March 10, 2021 /PRNewswire/ -- Comscore,
Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting
and evaluating media across platforms, today reported financial
results for the fourth quarter and full year ended December 31, 2020.
Fourth Quarter 2020 Financial Highlights
- Revenue for the fourth quarter was $90.0
million compared to $95.2
million in the prior-year quarter
- Net loss of $13.2 million, or
$(0.18) per share, compared to a net
loss of $21.4 million, or
$(0.31) per share in the year-ago
quarter
- Adjusted EBITDA of $9.4 million
compared to $5.5 million in the
prior-year quarter; current period includes a $2.0 million one-time non-cash reduction to cost
of revenues related to a revenue-share arrangement
Full-Year 2020 Financial Highlights
- Revenue for 2020 was $356.0
million compared to $388.6
million in 2019
- Net loss of $47.9 million, or
$(0.67) per share, compared to
$339.0 million, or $(5.33) per share in 2019; loss includes
impairment charges of $4.7 million
and $241.6 million for 2020 and 2019,
respectively
- Adjusted EBITDA of $32.3 million
compared to $6.2 million in 2019
- Cash, cash equivalents and restricted cash of $50.7 million as of December 31, 2020 compared to $66.8 million as of December 31, 2019
Recent Key Renewals, Partnerships and New Business
Developments
- Syndicated Digital – Renewals include Hearst, Readers Digest
Canada, Trusted Media Brands and Magnite while adding Texas
Monthly, Team Liquid, Pocket Outdoor, and Anzu as new clients
- Agency – Expanded partnership with dentsu Media to incorporate
local television audience and impression-based solutions in local
market buying; secured exclusive local television currency
agreement with The Moran Group for 20 markets and an exclusive
currency deal with Strong Automotive Merchandising Partners across
20 markets
- National TV – Secured renewals with two of the top five media
companies
- Local TV – Expanded partnership with Gray, 87 of 94 Gray
markets now using Comscore as exclusive selling and posting
currency, including Gray's largest market, Cleveland; Tegna renewal includes 22 total
markets, adding 6 new markets, and 16 of 22 total markets are using
Comscore as exclusive selling and posting currency. Other renewals
include Graham Media Group and Griffin Communications
- Activation – Expanded data agreement with Omnicom; launched
patent-pending contextual targeting solution for livestreaming
connected TV content, the industry's first solution to contextually
categorize livestreaming
- International CTV – Expanded measurement solutions in
Australia
"Comscore showed a strong focus on operating performance during
a challenging time," said Bill
Livek, CEO and Executive Vice Chairman of Comscore. "We saw
continued improvement in many areas of our business, and with the
stockholder vote now completed, we are laser focused on executing
our plan and excited about our ability to grow revenue from our
audience, content and impression based currencies."
Fourth Quarter Summary Results
Total revenue in the fourth quarter of 2020 was $90.0 million, down from $95.2 million in the year-ago quarter, primarily
from lower syndicated digital and movie revenue offset by increases
in custom marketing solutions and Activation.
Ratings and Planning revenue was $63.6
million in the fourth quarter of 2020, compared to
$66.8 million in the year-ago
quarter. The decrease compared to the same period in the prior year
was the result of a decline in revenue from syndicated digital
products, partially offset by higher National and Local TV revenue.
While lower compared to the fourth quarter of 2019, syndicated
digital was flat on a sequential basis. TV continued to experience
higher revenue compared to the prior year as we continued to expand
partnerships in 2020.
Analytics and Optimization revenue was $19.3 million in the fourth quarter of 2020,
compared to $17.7 million in the
year-ago quarter. The increase was related to higher revenue across
products, including digital custom marketing solution sales and
Lift. Activation also increased compared to the prior year as well
as compared to prior quarters, which were impacted by the
pandemic.
Movies Reporting and Analytics revenue was $7.1 million in the fourth quarter of 2020,
compared to $10.7 million in the
year-ago quarter. Revenue continues to be impacted by ongoing
theater closures. We expect theater closures to continue affecting
Movies revenue until the major theater chains reopen across the
U.S. and abroad.
Expenses from cost of revenues, sales and marketing, research
and development and general and administrative were $85.0 million compared to $95.9 million in the year-ago quarter. The
decrease relates to a reduction in compensation expense due to
lower headcount, as well as lower facility costs, professional fees
and other general operating expenses. In the fourth quarter of
2020, the company recorded a $2.0
million one-time non-cash reduction to cost of revenues
related to a revenue-share arrangement.
Net loss for the fourth quarter of 2020 was $13.2 million, or $(0.18) per share, compared to a net loss of
$21.4 million, or $(0.31) per share reported in the year-ago
quarter.
For the fourth quarter of 2020, non-GAAP adjusted EBITDA was
$9.4 million, compared to
$5.5 million in the year-ago quarter.
Fourth quarter adjusted EBITDA includes a $2.0 million one-time non-cash reduction to cost
of revenues related to a revenue-share arrangement. Adjusted EBITDA
excludes stock-based compensation expense; impairment charges;
change in fair value of financing derivatives and warrants
liability; restructuring expense; and other items as presented in
the accompanying tables.
Full-Year Summary Results
Total revenue for the full year of 2020 was $356.0 million compared to $388.6 million in 2019.
Ratings and Planning revenue was $253.7
million compared to $271.6
million in the prior year, primarily driven by a decrease in
revenue from syndicated and digital products, partially offset by
higher National and Local TV revenue.
Analytics and Optimization revenue was $69.1 million compared to $74.7 million in the prior year, primarily driven
by lower sales and deliveries of digital custom solutions, survey
and Lift products in 2020. The decrease was offset by an increase
in revenue from Activation products, which continued to experience
year-over-year growth.
Movies Reporting and Analytics revenue was $33.3 million compared to $42.3 million in the prior year. Revenue
continues to be impacted by ongoing theater closures. We expect
theater closures to continue affecting Movies revenue until the
major theater chains reopen across the U.S. and abroad.
Expenses from cost of revenues, sales and marketing, research
and development and general and administrative were $345.4 million compared to $417.0 million in the prior year. The decrease
relates to a reduction in compensation expense due to lower
headcount, as well as lower facility costs, professional fees,
other general operating expenses and the revenue-share cost
reduction described above. A portion of this reduction relates to
temporary actions the company implemented to reduce costs given the
current economic uncertainty.
Net loss for the full year 2020 was $47.9
million, or $(0.67) per share,
compared to a net loss of $339.0
million or $(5.33) per share
in 2019. In 2020, the company took a non-cash impairment charge
totaling $4.7 million relating to
operating right-of-use assets. In 2019, the company took non-cash
impairment charges totaling $241.6
million relating to an intangible asset and goodwill.
For the full year of 2020, non-GAAP adjusted EBITDA was
$32.3 million, compared to
$6.2 million in 2019.
Balance Sheet and Liquidity
As of December 31, 2020, cash,
cash equivalents and restricted cash totaled $50.7 million, including $19.6 million in restricted cash. Total debt
principal as of December 31, 2020,
including $204.0 million of senior
secured convertible notes, was $221.9
million. As previously disclosed, the company expects to use
proceeds from the investment transactions to extinguish the senior
secured convertible notes and will also extinguish its foreign
secured term note with cash from its balance sheet.
2021 Outlook
Based on current trends and expectations, the company believes
full-year 2021 revenue will increase between 3% and 5% over 2020,
driven by a stabilization in syndicated digital revenue, growth in
TV revenue, increased Activation revenue and improvement during the
year in Movies. The company expects an adjusted EBITDA margin of 6%
to 8% for the full year 2021.
Upon closing of the investment transactions, the Company expects
to record a non-cash charge that will include extinguishment of
debt and associated derivatives, issuance of 3.15 million
conversion shares to affiliates of Starboard Value LP, and an
antidilution adjustment to the Series A warrant exercise price,
which is expected to reset to the transaction price of $2.47 upon closing. The non-cash charge at
closing is estimated to range between $15
million and $25 million on a
GAAP basis based on recent trading prices, but could vary depending
on the market price of the Company's common stock on the closing
date and other variables. The charge is not expected to have an
impact to adjusted EBITDA.
The company does not provide GAAP net income (loss) on a
forward-looking basis because it is unable to predict with
reasonable certainty its future stock-based compensation expense,
litigation and restructuring expense, fair value adjustments for
financing derivatives and warrants, variable interest expense, and
any unusual gains or losses without unreasonable effort. These
items are uncertain, depend on various factors, and could be
material to results computed in accordance with GAAP. For this
reason, the company is unable without unreasonable effort to
provide a reconciliation of adjusted EBITDA or adjusted EBITDA
margin to the most directly comparable GAAP measure, GAAP net
income (loss), on a forward-looking basis.
Conference Call Information for Today, Wednesday, March 10 at 8:00 a.m. ET
Management will provide commentary on the company's results in a
conference call on Wednesday, March
10, at 8:00 a.m. ET. To access
this call, dial +1 844-229-7593 (U.S. and Canada) or +1 314-888-4258 (international) and
reference Conference ID # 4448163. Participants are advised to dial
in at least 15 minutes prior to the call to register. Additionally,
a live webcast of the conference call will be available on the
Investor Relations section of the Company's website at
ir.comscore.com/events-presentations.
Following the conference call, a replay will be available by
dialing +1 855-859-2056 (U.S. and Canada) or +1 404-537-3406 (international)
with Conference ID #4448163. The replay will also be available via
webcast at ir.comscore.com/events-presentations.
About Comscore
Comscore is a trusted partner for planning,
transacting and evaluating media across platforms. With a data
footprint that combines digital, linear TV, over-the-top and
theatrical viewership intelligence with advanced audience insights,
Comscore allows media buyers and sellers to quantify their
multiscreen behavior and make business decisions with
confidence. A proven leader in measuring digital and TV
audiences and advertising at scale, Comscore is the industry's
emerging, third-party source for reliable and comprehensive
cross-platform measurement.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of federal and state securities laws, including,
without limitation, Comscore's expectations, forecasts, plans and
opinions regarding its strategic plans, expected revenue growth and
adjusted EBITDA margin for 2021, the continued impact of the
Covid-19 pandemic on the company's business (including with respect
to related theater closures), the pending investment transactions,
extinguishment of the senior secured convertible notes and secured
term note, and the amount and components of any charge related to
the investment transactions, including any extinguishment of debt
or adjustment to the Series A warrant. These statements involve
risks and uncertainties that could cause actual events to differ
materially from expectations, including, but not limited to,
changes in the investment transactions or related commercial
agreement terms, delays in closing the investment transactions,
changes in the company's business, external market conditions, the
impact of the Covid-19 pandemic and related government mandates,
and Comscore's ability to achieve its expected strategic, financial
and operational plans. For additional discussion of risk factors,
please refer to Comscore's respective Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and other filings that Comscore
makes from time to time with the U.S. Securities and Exchange
Commission (the "SEC"), which are available on the SEC's website
(www.sec.gov).
Investors are cautioned not to place undue reliance on our
forward-looking statements, which speak only as of the date such
statements are made. Comscore does not intend or undertake, and
expressly disclaims, any duty or obligation to publicly update any
forward-looking statements to reflect events, circumstances or new
information after the date of this press release, or to reflect the
occurrence of unanticipated events.
Use of Non-GAAP Financial Measures
To provide investors with additional information regarding our
financial results, we are disclosing herein adjusted EBITDA and
non-GAAP net income (loss), which are non-GAAP financial measures
used by our management to understand and evaluate our core
operating performance and trends. We believe that these non-GAAP
financial measures provide useful information to investors and
others in understanding and evaluating our operating results, as
they permit our investors to view our core business performance
using the same metrics that management uses to evaluate our
performance. Nevertheless, our use of these non-GAAP financial
measures has limitations as an analytical tool, and investors
should not consider these measures in isolation or as a substitute
for analysis of our results as reported under GAAP. Instead, you
should consider these measures alongside GAAP-based financial
performance measures, net income (loss), various cash flow metrics,
and our other GAAP financial results. Set forth below are
reconciliations of these non-GAAP financial measures to their most
directly comparable GAAP financial measure, net income (loss).
These reconciliations should be carefully evaluated.
COMSCORE,
INC.
CONSOLIDATED
BALANCE SHEETS
(In thousands,
except share and per share data)
|
|
|
As of December
31,
|
|
2020
|
|
2019
|
Assets
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
|
31,126
|
|
|
$
|
46,590
|
|
Restricted
cash
|
19,615
|
|
|
20,183
|
|
Accounts receivable,
net of allowances of $2,757 and $1,919, respectively
|
69,379
|
|
|
71,853
|
|
Prepaid expenses and
other current assets
|
16,910
|
|
|
15,357
|
|
Total current
assets
|
137,030
|
|
|
153,983
|
|
Property and
equipment, net
|
30,973
|
|
|
31,693
|
|
Operating
right-of-use assets
|
28,959
|
|
|
36,689
|
|
Goodwill
|
418,327
|
|
|
416,418
|
|
Intangible assets,
net
|
52,340
|
|
|
79,559
|
|
Deferred tax
assets
|
2,741
|
|
|
2,374
|
|
Other non-current
assets
|
7,600
|
|
|
2,979
|
|
Total
assets
|
$
|
677,970
|
|
|
$
|
723,695
|
|
Liabilities and
Stockholders' Equity
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
|
36,640
|
|
|
$
|
44,804
|
|
Accrued
expenses
|
48,380
|
|
|
55,507
|
|
Contract
liabilities
|
58,529
|
|
|
58,158
|
|
Customer
advances
|
12,477
|
|
|
9,886
|
|
Current portion of
secured term note
|
12,644
|
|
|
—
|
|
Current operating
lease liabilities
|
7,024
|
|
|
6,764
|
|
Warrants
liability
|
2,831
|
|
|
7,725
|
|
Other current
liabilities
|
5,750
|
|
|
7,393
|
|
Total current
liabilities
|
184,275
|
|
|
190,237
|
|
Senior secured
convertible notes
|
192,895
|
|
|
184,075
|
|
Financing
derivatives
|
11,300
|
|
|
21,587
|
|
Non-current operating
lease liabilities
|
36,127
|
|
|
42,497
|
|
Non-current contract
liabilities
|
4,156
|
|
|
291
|
|
Deferred tax
liabilities
|
627
|
|
|
287
|
|
Non-current portion
of secured term note
|
—
|
|
|
12,463
|
|
Other non-current
liabilities
|
19,600
|
|
|
13,284
|
|
Total
liabilities
|
448,980
|
|
|
464,721
|
|
Commitments and
contingencies
|
|
|
|
Stockholders'
equity:
|
|
|
|
Preferred stock,
$0.001 par value per share; 5,000,000 shares authorized at
December 31, 2020 and 2019;
no shares issued or outstanding as of December 31, 2020 or
2019
|
—
|
|
|
—
|
|
Common stock, $0.001
par value per share; 150,000,000 shares authorized as of
December 31, 2020 and
2019; 79,703,342 shares issued and 72,938,546 shares outstanding as
of December 31, 2020, and
76,829,926 shares issued and 70,065,130 shares outstanding as of
December 31, 2019
|
73
|
|
|
70
|
|
Additional paid-in
capital
|
1,621,986
|
|
|
1,609,358
|
|
Accumulated other
comprehensive loss
|
(7,030)
|
|
|
(12,333)
|
|
Accumulated
deficit
|
(1,156,055)
|
|
|
(1,108,137)
|
|
Treasury stock, at
cost, and 6,764,796 shares as of December 31, 2020 and
2019
|
(229,984)
|
|
|
(229,984)
|
|
Total stockholders'
equity
|
228,990
|
|
|
258,974
|
|
Total liabilities and
stockholders' equity
|
$
|
677,970
|
|
|
$
|
723,695
|
|
COMSCORE,
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands,
except share and per share data)
|
|
|
|
Years Ended
December 31,
|
|
|
2020
|
|
2019
|
|
2018
|
Revenues
|
|
$
|
356,036
|
|
|
$
|
388,645
|
|
|
$
|
419,482
|
|
|
|
|
|
|
|
|
Cost of revenues
(1) (2)
|
|
180,712
|
|
|
199,622
|
|
|
200,220
|
|
Selling and marketing
(1) (2)
|
|
70,220
|
|
|
89,145
|
|
|
108,395
|
|
Research and
development (1) (2)
|
|
38,706
|
|
|
61,802
|
|
|
76,979
|
|
General and
administrative (1) (2)
|
|
55,783
|
|
|
66,419
|
|
|
84,535
|
|
Amortization of
intangible assets
|
|
27,219
|
|
|
30,076
|
|
|
32,864
|
|
Impairment of
right-of-use and long-lived assets
|
|
4,671
|
|
|
—
|
|
|
—
|
|
Impairment of
goodwill
|
|
—
|
|
|
224,272
|
|
|
—
|
|
Impairment of
intangible asset
|
|
—
|
|
|
17,308
|
|
|
—
|
|
Investigation and
audit related
|
|
—
|
|
|
4,305
|
|
|
38,338
|
|
Restructuring
(2)
|
|
—
|
|
|
3,263
|
|
|
11,837
|
|
Settlement of
litigation, net
|
|
—
|
|
|
2,900
|
|
|
5,250
|
|
Total expenses from
operations
|
|
377,311
|
|
|
699,112
|
|
|
558,418
|
|
Loss from
operations
|
|
(21,275)
|
|
|
(310,467)
|
|
|
(138,936)
|
|
Interest expense,
net
|
|
(35,805)
|
|
|
(31,526)
|
|
|
(16,465)
|
|
Other income
(expense), net
|
|
14,554
|
|
|
1,654
|
|
|
(1,464)
|
|
(Loss) gain from
foreign currency transactions
|
|
(4,490)
|
|
|
336
|
|
|
1,303
|
|
Loss before income
taxes
|
|
(47,016)
|
|
|
(340,003)
|
|
|
(155,562)
|
|
Income tax
(provision) benefit
|
|
(902)
|
|
|
1,007
|
|
|
(3,706)
|
|
Net loss
|
|
$
|
(47,918)
|
|
|
$
|
(338,996)
|
|
|
$
|
(159,268)
|
|
Net loss per common
share:
|
|
|
|
|
|
|
Basic and
diluted
|
|
$
|
(0.67)
|
|
|
$
|
(5.33)
|
|
|
$
|
(2.76)
|
|
Weighted-average
number of shares used in per share calculation - Common
Stock:
|
|
|
|
|
|
|
Basic and
diluted
|
|
71,181,496
|
|
|
63,590,882
|
|
|
57,700,603
|
|
Comprehensive
loss:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(47,918)
|
|
|
$
|
(338,996)
|
|
|
$
|
(159,268)
|
|
Other comprehensive
income (loss):
|
|
|
|
|
|
|
Foreign currency
cumulative translation adjustment
|
|
5,303
|
|
|
(1,712)
|
|
|
(4,397)
|
|
Total comprehensive
loss
|
|
$
|
(42,615)
|
|
|
$
|
(340,708)
|
|
|
$
|
(163,665)
|
|
|
|
|
|
|
|
|
(1) Excludes amortization
of intangible assets, which is presented as a separate line
item.
|
(2)
Stock-based compensation expense is included in the line items
above as follows:
|
|
|
Years Ended
December 31,
|
|
|
2020
|
|
2019
|
|
2018
(3)
|
Cost of
revenues
|
|
$
|
1,288
|
|
|
$
|
1,852
|
|
|
$
|
6,349
|
|
Selling and
marketing
|
|
2,226
|
|
|
3,615
|
|
|
9,452
|
|
Research and
development
|
|
886
|
|
|
1,981
|
|
|
6,580
|
|
General and
administrative
|
|
5,673
|
|
|
9,247
|
|
|
14,770
|
|
Restructuring
|
|
—
|
|
|
(137)
|
|
|
468
|
|
Total stock-based
compensation expense
|
|
$
|
10,073
|
|
|
$
|
16,558
|
|
|
$
|
37,619
|
|
|
|
|
|
|
|
|
(3) Stock-based
compensation expense in 2018 includes $28.5 million for awards
granted under our 2018 Equity and Incentive Compensation Plan,
which was approved by our stockholders in May 2018.
|
COMSCORE,
INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands)
|
|
|
Years Ended
December 31,
|
|
2020
|
|
2019
|
|
2018
|
Operating
activities:
|
|
|
|
|
|
Net loss
|
$
|
(47,918)
|
|
|
$
|
(338,996)
|
|
|
$
|
(159,268)
|
|
Adjustments to
reconcile net loss to net cash provided by (used in) operating
activities:
|
|
|
|
|
|
Amortization of
intangible assets
|
27,219
|
|
|
30,076
|
|
|
32,864
|
|
Depreciation
|
14,064
|
|
|
12,778
|
|
|
17,259
|
|
Stock-based
compensation expense
|
10,073
|
|
|
16,558
|
|
|
37,619
|
|
Non-cash interest
expense on senior secured convertible notes
|
9,180
|
|
|
17,374
|
|
|
—
|
|
Accretion of debt
discount
|
7,571
|
|
|
6,242
|
|
|
4,812
|
|
Non-cash operating
lease expense
|
5,555
|
|
|
5,369
|
|
|
—
|
|
Impairment of
right-of-use and long-lived assets
|
4,671
|
|
|
—
|
|
|
—
|
|
Provision for bad
debts
|
1,693
|
|
|
727
|
|
|
966
|
|
Amortization expense
of finance leases
|
1,652
|
|
|
2,413
|
|
|
—
|
|
Amortization of
deferred financing costs
|
1,560
|
|
|
1,078
|
|
|
955
|
|
Change in fair value
of interest make-whole derivative
|
871
|
|
|
—
|
|
|
—
|
|
Deferred tax provision
(benefit)
|
10
|
|
|
(3,727)
|
|
|
2,019
|
|
Change in fair value
of financing derivatives
|
(10,287)
|
|
|
(5,100)
|
|
|
14,226
|
|
Change in fair value
of warrant liability
|
(4,894)
|
|
|
2,411
|
|
|
—
|
|
Impairment of
goodwill
|
—
|
|
|
224,272
|
|
|
—
|
|
Impairment of
intangible asset
|
—
|
|
|
17,308
|
|
|
—
|
|
Change in fair value
of investment in equity securities
|
—
|
|
|
2,324
|
|
|
(1,443)
|
|
Other
|
37
|
|
|
(2)
|
|
|
568
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Accounts
receivable
|
2,024
|
|
|
2,738
|
|
|
4,707
|
|
Prepaid expenses and
other assets
|
(6,283)
|
|
|
2,198
|
|
|
(2,891)
|
|
Accounts payable,
accrued expenses, and other liabilities
|
(17,095)
|
|
|
10,438
|
|
|
(4,955)
|
|
Contract liability and
customer advances
|
7,341
|
|
|
(3,477)
|
|
|
(30,013)
|
|
Current operating
lease liability
|
(6,327)
|
|
|
(7,638)
|
|
|
—
|
|
Insurance recoverable
on litigation settlements
|
—
|
|
|
—
|
|
|
10,000
|
|
Net cash provided by
(used in) operating activities
|
717
|
|
|
(4,636)
|
|
|
(72,575)
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
Capitalized
internal-use software costs
|
(15,078)
|
|
|
(11,500)
|
|
|
(9,608)
|
|
Purchases of property
and equipment
|
(477)
|
|
|
(2,736)
|
|
|
(4,206)
|
|
Proceeds from sale of
investment in equity securities
|
—
|
|
|
3,776
|
|
|
—
|
|
Net cash used in
investing activities
|
(15,555)
|
|
|
(10,460)
|
|
|
(13,814)
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
Principal payments on
finance leases
|
(1,754)
|
|
|
(2,535)
|
|
|
—
|
|
Principal payments on
capital lease and software license arrangements
|
(367)
|
|
|
(2,070)
|
|
|
(9,006)
|
|
Payments for taxes
related to net share settlement of equity awards
|
(117)
|
|
|
(1,267)
|
|
|
(5,263)
|
|
Proceeds from the
exercise of stock options
|
142
|
|
|
1,191
|
|
|
2,855
|
|
Proceeds from private
placement, net of issuance costs paid
|
—
|
|
|
19,752
|
|
|
—
|
|
Proceeds from secured
term note
|
—
|
|
|
13,000
|
|
|
—
|
|
Secured term note
issuance costs
|
—
|
|
|
(350)
|
|
|
—
|
|
Proceeds from
sale-leaseback financing transaction
|
—
|
|
|
4,252
|
|
|
—
|
|
Proceeds from
borrowings on senior secured convertible notes
|
—
|
|
|
—
|
|
|
100,000
|
|
Senior secured
convertible notes issuance costs
|
—
|
|
|
—
|
|
|
(5,146)
|
|
Financing proceeds
received on subscription receivable
|
—
|
|
|
—
|
|
|
9,679
|
|
Net cash (used in)
provided by financing activities
|
(2,096)
|
|
|
31,973
|
|
|
93,119
|
|
Effect of exchange
rate changes on cash, cash equivalents and restricted
cash
|
902
|
|
|
(302)
|
|
|
(1,657)
|
|
Net (decrease)
increase in cash, cash equivalents and restricted cash
|
(16,032)
|
|
|
16,575
|
|
|
5,073
|
|
Cash, cash
equivalents and restricted cash at beginning of period
|
66,773
|
|
|
50,198
|
|
|
45,125
|
|
Cash, cash
equivalents and restricted cash at end of period
|
$
|
50,741
|
|
|
$
|
66,773
|
|
|
$
|
50,198
|
|
|
|
As of December
31,
|
|
2020
|
|
2019
|
|
2018
|
Cash and cash
equivalents
|
$
|
31,126
|
|
|
$
|
46,590
|
|
|
$
|
44,096
|
|
Restricted
cash
|
19,615
|
|
|
20,183
|
|
|
6,102
|
|
Total cash, cash
equivalents and restricted cash
|
$
|
50,741
|
|
|
$
|
66,773
|
|
|
$
|
50,198
|
|
Reconciliation of
Non-GAAP Financial Measures
|
|
The following table
presents a reconciliation of net loss (GAAP) to adjusted EBITDA for
each of the periods identified:
|
|
|
Years Ended
December 31,
|
|
2020
|
|
2019
|
|
2018
|
(In
thousands)
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
Net loss
(GAAP)
|
$
|
(47,918)
|
|
|
$
|
(338,996)
|
|
|
$
|
(159,268)
|
|
|
|
|
|
|
|
Interest expense,
net
|
35,805
|
|
|
31,526
|
|
|
16,465
|
|
Amortization of
intangible assets
|
27,219
|
|
|
30,076
|
|
|
32,864
|
|
Depreciation
|
14,064
|
|
|
12,778
|
|
|
17,259
|
|
Amortization expense
of finance leases
|
1,652
|
|
|
2,413
|
|
|
—
|
|
Income tax provision
(benefit)
|
902
|
|
|
(1,007)
|
|
|
3,706
|
|
EBITDA
|
31,724
|
|
|
(263,210)
|
|
|
(88,974)
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
Stock-based
compensation expense
|
10,073
|
|
|
16,695
|
|
|
37,151
|
|
Impairment of
right-of-use and long-lived assets
|
4,671
|
|
|
—
|
|
|
—
|
|
Impairment of
goodwill
|
—
|
|
|
224,272
|
|
|
—
|
|
Impairment of
intangible asset
|
—
|
|
|
17,308
|
|
|
—
|
|
Investigation and
audit related
|
—
|
|
|
4,305
|
|
|
38,338
|
|
Restructuring
|
—
|
|
|
3,263
|
|
|
11,837
|
|
Settlement of certain
litigation, net (1)
|
—
|
|
|
2,900
|
|
|
5,250
|
|
Other (income)
expense, net (2)
|
(14,164)
|
|
|
682
|
|
|
12,783
|
|
Adjusted
EBITDA
|
$
|
32,304
|
|
|
$
|
6,215
|
|
|
$
|
16,385
|
|
|
(1)
Settlement of certain litigation, net includes settlement
amounts incurred for certain legal proceedings defined by our
senior secured convertible notes (the "Notes"),
which amounts are classified as general and administrative expenses
in the Consolidated Statements of Operations and Comprehensive
Loss. (2) Adjustments to other
(income) expense, net, reflect non-cash changes in the fair value
of financing derivatives, warrants liability and equity securities
investment
included in other income (expense), net and certain legal expenses
defined by the Notes and classified as general and administrative
expenses in the Consolidated
Statements of Operations and Comprehensive Loss. Additionally, we
recorded transaction costs related to the issuance of warrants,
which costs were allocated to the
warrants liability and recorded in general and administrative
expenses in the Consolidated Statements of Operations and
Comprehensive Loss. The remaining transaction
costs were recorded in additional paid-in capital in the
Consolidated Balance Sheets.
|
The following tables
present a reconciliation of net loss (GAAP) to non-GAAP net loss
for each of the periods identified:
|
|
|
Years Ended
December 31,
|
|
2020
|
|
2019
|
|
2018
|
(In
thousands)
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
Net loss
(GAAP)
|
$
|
(47,918)
|
|
|
$
|
(338,996)
|
|
|
$
|
(159,268)
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
Amortization of
intangible assets
|
27,219
|
|
|
30,076
|
|
|
32,864
|
|
Stock-based
compensation expense
|
10,073
|
|
|
16,695
|
|
|
37,151
|
|
Impairment of
right-of-use and long-lived assets
|
4,671
|
|
|
—
|
|
|
—
|
|
Impairment of
goodwill
|
—
|
|
|
224,272
|
|
|
—
|
|
Impairment of
intangible asset
|
—
|
|
|
17,308
|
|
|
—
|
|
Investigation and
audit related
|
—
|
|
|
4,305
|
|
|
38,338
|
|
Restructuring
|
—
|
|
|
3,263
|
|
|
11,837
|
|
Settlement of certain
litigation, net (1)
|
—
|
|
|
2,900
|
|
|
5,250
|
|
Other (income)
expense, net (2)
|
(14,164)
|
|
|
682
|
|
|
12,783
|
|
Non-GAAP net
loss
|
$
|
(20,119)
|
|
|
$
|
(39,495)
|
|
|
$
|
(21,045)
|
|
|
(1)
Settlement of certain litigation, net includes settlement
amounts incurred for certain legal proceedings defined by the
Notes, which amounts are classified as general
and administrative expenses in the Consolidated Statements of
Operations and Comprehensive Loss.
(2) Adjustments to other (income)
expense, net, reflect non-cash changes in the fair value of
financing derivatives, warrants liability and equity securities
investment
included in other income (expense), net and certain legal expenses
defined by the Notes and classified as general and administrative
expenses in the Consolidated
Statements of Operations and Comprehensive Loss. Additionally, we
recorded transaction costs related to the issuance of warrants,
which costs were allocated to the
warrants liability and recorded in general and administrative
expenses in the Consolidated Statements of Operations and
Comprehensive Loss. The remaining transaction
costs were recorded in additional paid-in capital in the
Consolidated Balance Sheets.
|
We do not provide GAAP net income (loss) on a forward-looking
basis because we are unable to predict with reasonable certainty
our future stock-based compensation expense, litigation and
restructuring expense, fair value adjustments for financing
derivatives and warrants, interest expense, and any unusual gains
or losses without unreasonable effort. These items are uncertain,
depend on various factors, and could be material to results
computed in accordance with GAAP. For this reason, we are unable
without unreasonable effort to provide a reconciliation of adjusted
EBITDA, adjusted EBITDA margin or non-GAAP net loss to the most
directly comparable GAAP measure, GAAP net income (loss), on a
forward-looking basis.
Supplemental
Non-GAAP Disclosure
|
|
The following tables
present a reconciliation of certain non-GAAP expense line items (to
be discussed on today's conference call)
to the most directly comparable GAAP expense line items. GAAP
expense line items have been adjusted to exclude the effects of
stock-
based compensation.
|
|
|
Years Ended
December 31,
|
(In
thousands)
|
2020
(Unaudited)
|
|
2019
(Unaudited)
|
|
As reported
(GAAP)
|
|
Less: stock-
based
compensation
|
|
As adjusted
(non-GAAP)
|
|
% of GAAP
Revenue
|
|
As reported
(GAAP)
|
|
Less: stock-
based
compensation
|
|
As adjusted
(non-GAAP)
|
|
% of GAAP
Revenue
|
Revenues
|
$
|
356,036
|
|
|
|
|
|
|
100.0
|
%
|
|
$
|
388,645
|
|
|
|
|
|
|
100.0
|
%
|
Cost of
revenues
|
180,712
|
|
|
$
|
1,288
|
|
|
$
|
179,424
|
|
|
50.4
|
%
|
|
199,622
|
|
|
$
|
1,852
|
|
|
$
|
197,770
|
|
|
50.9
|
%
|
Gross
profit
|
175,324
|
|
|
(1,288)
|
|
|
176,612
|
|
|
49.6
|
%
|
|
189,023
|
|
|
(1,852)
|
|
|
190,875
|
|
|
49.1
|
%
|
Selling and
marketing
|
70,220
|
|
|
2,226
|
|
|
67,994
|
|
|
19.1
|
%
|
|
89,145
|
|
|
3,615
|
|
|
85,530
|
|
|
22.0
|
%
|
Research and
development
|
38,706
|
|
|
886
|
|
|
37,820
|
|
|
10.6
|
%
|
|
61,802
|
|
|
1,981
|
|
|
59,821
|
|
|
15.4
|
%
|
General and
administrative
|
55,783
|
|
|
5,673
|
|
|
50,110
|
|
|
14.1
|
%
|
|
66,419
|
|
|
9,247
|
|
|
57,172
|
|
|
14.7
|
%
|
Restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
3,263
|
|
|
(137)
|
|
|
3,400
|
|
|
0.9
|
%
|
We do not provide GAAP cost of revenues, selling and marketing,
research and development, general and administrative, and
restructuring expense on a forward-looking basis because we are
unable to predict with reasonable certainty our future stock-based
compensation expense without unreasonable effort. Stock-based
compensation expense is uncertain, depends on various factors, and
could be material to results computed in accordance with GAAP. For
this reason, we are unable without unreasonable effort to provide a
reconciliation of non-GAAP operating expense to the most directly
comparable GAAP measure on a forward-looking basis.
COMSCORE,
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands,
except share and per share data)
|
|
|
|
Three Months Ended
December 31,
|
|
|
2020
|
|
2019
|
Revenues
|
|
$
|
89,990
|
|
|
$
|
95,163
|
|
|
|
|
|
|
Cost of
revenues (1) (2)
|
|
43,499
|
|
|
46,831
|
|
Selling and marketing
(1) (2)
|
|
17,869
|
|
|
20,555
|
|
Research and
development (1) (2)
|
|
9,304
|
|
|
12,639
|
|
General and
administrative (1) (2)
|
|
14,363
|
|
|
15,878
|
|
Amortization of
intangible assets
|
|
6,705
|
|
|
6,925
|
|
Investigation and
audit related
|
|
—
|
|
|
129
|
|
Restructuring
|
|
—
|
|
|
(1,886)
|
|
Total expenses from
operations
|
|
91,740
|
|
|
101,071
|
|
Loss from
operations
|
|
(1,750)
|
|
|
(5,908)
|
|
Interest expense,
net
|
|
(9,076)
|
|
|
(8,350)
|
|
Other income
(expense), net
|
|
1,692
|
|
|
(4,967)
|
|
Loss from foreign
currency transactions
|
|
(2,338)
|
|
|
(432)
|
|
Loss before income
taxes
|
|
(11,472)
|
|
|
(19,657)
|
|
Income tax
provision
|
|
(1,740)
|
|
|
(1,733)
|
|
Net loss
|
|
$
|
(13,212)
|
|
|
$
|
(21,390)
|
|
Net loss per common
share:
|
|
|
|
|
Basic and
diluted
|
|
$
|
(0.18)
|
|
|
$
|
(0.31)
|
|
Weighted-average
number of shares used in per share calculation - Common
Stock:
|
|
|
|
|
Basic and
diluted
|
|
72,814,261
|
|
|
69,644,437
|
|
Comprehensive
loss:
|
|
|
|
|
Net loss
|
|
$
|
(13,212)
|
|
|
$
|
(21,390)
|
|
Other comprehensive
income:
|
|
|
|
|
Foreign currency
cumulative translation adjustment
|
|
3,862
|
|
|
1,182
|
|
Total comprehensive
loss
|
|
$
|
(9,350)
|
|
|
$
|
(20,208)
|
|
|
|
|
|
|
(1) Excludes amortization
of intangible assets, which is presented as a separate line
item.
|
(2)
Stock-based compensation expense is included in the line items
above as follows:
|
|
|
Three Months Ended
December 31,
|
|
|
2020
|
|
2019
|
Cost of
revenues
|
|
$
|
89
|
|
|
$
|
(28)
|
|
Selling and
marketing
|
|
272
|
|
|
456
|
|
Research and
development
|
|
69
|
|
|
118
|
|
General and
administrative
|
|
2,115
|
|
|
1,879
|
|
Total stock-based
compensation expense
|
|
$
|
2,545
|
|
|
$
|
2,425
|
|
Reconciliation of
Non-GAAP Financial Measures
|
|
The following table
presents a reconciliation of net loss (GAAP) to adjusted EBITDA for
each of the periods identified:
|
|
|
Three Months Ended
December 31,
|
|
2020
|
|
2019
|
(In
thousands)
|
(Unaudited)
|
|
(Unaudited)
|
Net loss
(GAAP)
|
$
|
(13,212)
|
|
|
$
|
(21,390)
|
|
|
|
|
|
Interest expense,
net
|
9,076
|
|
|
8,350
|
|
Amortization of
intangible assets
|
6,705
|
|
|
6,925
|
|
Depreciation
|
3,747
|
|
|
3,331
|
|
Finance lease
amortization expense
|
443
|
|
|
439
|
|
Income tax
provision
|
1,740
|
|
|
1,733
|
|
EBITDA
|
8,499
|
|
|
(612)
|
|
|
|
|
|
Adjustments:
|
|
|
|
Stock-based
compensation expense
|
2,545
|
|
|
2,425
|
|
Investigation and
audit related
|
—
|
|
|
129
|
|
Restructuring
|
—
|
|
|
(1,886)
|
|
Other (income)
expense, net (1)
|
(1,658)
|
|
|
5,413
|
|
Adjusted
EBITDA
|
$
|
9,386
|
|
|
$
|
5,469
|
|
|
(1) Adjustments to other
(income) expense, net, reflect non-cash changes in the fair value
of financing derivatives and warrants liability
included in other income (expense), net on our Consolidated
Statements of Operations and Comprehensive Loss.
|
The following tables present a reconciliation of net loss (GAAP)
to non-GAAP net loss for each of the periods identified:
|
Three Months Ended
December 31,
|
|
2020
|
|
2019
|
(In
thousands)
|
(Unaudited)
|
|
(Unaudited)
|
Net loss
(GAAP)
|
$
|
(13,212)
|
|
|
$
|
(21,390)
|
|
|
|
|
|
Adjustments:
|
|
|
|
Amortization of
intangible assets
|
6,705
|
|
|
6,925
|
|
Stock-based
compensation expense
|
2,545
|
|
|
2,425
|
|
Investigation and
audit related
|
—
|
|
|
129
|
|
Restructuring
|
—
|
|
|
(1,886)
|
|
Other (income)
expense, net (1)
|
(1,658)
|
|
|
5,413
|
|
Non-GAAP net
loss
|
$
|
(5,620)
|
|
|
$
|
(8,384)
|
|
|
(1) Adjustments to other
(income) expense, net, reflect non-cash changes in the fair value
of financing derivatives and warrants liability
included in other income (expense), net on our Consolidated
Statements of Operations and Comprehensive Loss.
|
|
Three Months
Ended
|
(In
thousands)
|
March 31, 2020
(Unaudited)
|
|
June 30, 2020
(Unaudited)
|
|
September 30,
2020
(Unaudited)
|
|
December 31,
2020
(Unaudited)
|
Net loss
(GAAP)
|
$
|
(13,184)
|
|
|
$
|
(10,401)
|
|
|
$
|
(11,121)
|
|
|
$
|
(13,212)
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
Amortization of
intangible assets
|
6,918
|
|
|
6,846
|
|
|
6,750
|
|
|
6,705
|
|
Impairment of
right-of-use and long-lived assets
|
4,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock-based
compensation expense
|
2,658
|
|
|
2,346
|
|
|
2,524
|
|
|
2,545
|
|
Other income, net
(1)
|
(6,892)
|
|
|
(1,542)
|
|
|
(4,072)
|
|
|
(1,658)
|
|
Non-GAAP net
loss
|
$
|
(5,829)
|
|
|
$
|
(2,751)
|
|
|
$
|
(5,919)
|
|
|
$
|
(5,620)
|
|
|
(1)
Adjustments to other income, net, reflect non-cash changes
in the fair value of financing derivatives and warrants liability
included in other income (expense),
net on our Consolidated Statements of Operations and Comprehensive
Loss.
|
|
Three Months
Ended
|
(In
thousands)
|
March 31, 2019
(Unaudited)
|
|
June 30, 2019
(Unaudited)
|
|
September 30,
2019
(Unaudited)
|
|
December 31,
2019
(Unaudited)
|
Net loss
(GAAP)
|
$
|
(27,514)
|
|
|
$
|
(279,533)
|
|
|
$
|
(10,559)
|
|
|
$
|
(21,390)
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
Amortization of
intangible assets
|
8,105
|
|
|
8,076
|
|
|
6,970
|
|
|
6,925
|
|
Stock-based
compensation expense
|
6,953
|
|
|
4,304
|
|
|
3,013
|
|
|
2,425
|
|
Investigation and
audit related
|
842
|
|
|
2,354
|
|
|
980
|
|
|
129
|
|
Restructuring
|
(70)
|
|
|
2,949
|
|
|
2,270
|
|
|
(1,886)
|
|
Impairment of
goodwill
|
—
|
|
|
224,272
|
|
|
—
|
|
|
—
|
|
Impairment of
intangible assets
|
—
|
|
|
17,308
|
|
|
—
|
|
|
—
|
|
Settlement of certain
litigation, net (1)
|
—
|
|
|
5,000
|
|
|
(2,100)
|
|
|
—
|
|
Private placement
issuance costs
|
—
|
|
|
1,154
|
|
|
(416)
|
|
|
—
|
|
Other (income)
expense, net (2)
|
(2,388)
|
|
|
3,304
|
|
|
(6,385)
|
|
|
5,413
|
|
Non-GAAP net
loss
|
$
|
(14,072)
|
|
|
$
|
(10,812)
|
|
|
$
|
(6,227)
|
|
|
$
|
(8,384)
|
|
|
(1)
Settlement of certain litigation, net includes settlement amounts
incurred for certain legal proceedings defined by the Notes, which
amounts are classified as general
and administrative expenses in the Consolidated Statements of
Operations and Comprehensive Loss.
(2) Adjustments to other (income)
expense, net, reflect non-cash changes in the fair value of
financing derivatives, warrants liability and equity securities
investment
included in other income (expense), net on our Consolidated
Statements of Operations and Comprehensive Loss.
|
Supplemental
Non-GAAP Disclosure
|
|
The following tables
present a reconciliation of certain non-GAAP expense line items (to
be discussed on today's conference call)
to the most directly comparable GAAP expense line items. GAAP
expense line items have been adjusted to exclude the effects of
stock-
based compensation.
|
|
|
Three Months Ended
December 31,
|
(In
thousands)
|
2020
(Unaudited)
|
|
2019
(Unaudited)
|
|
As reported
(GAAP)
|
|
Less: stock-
based
compensation
|
|
As adjusted
(non-GAAP)
|
|
% of GAAP
Revenue
|
|
As reported
(GAAP)
|
|
Less: stock-
based
compensation
|
|
As adjusted
(non-GAAP)
|
|
% of GAAP
Revenue
|
Revenues
|
$
|
89,990
|
|
|
|
|
|
|
100.0
|
%
|
|
$
|
95,163
|
|
|
|
|
|
|
100.0
|
%
|
Cost of
revenues
|
43,499
|
|
|
$
|
89
|
|
|
$
|
43,410
|
|
|
48.2
|
%
|
|
46,831
|
|
|
$
|
(28)
|
|
|
$
|
46,859
|
|
|
49.2
|
%
|
Gross
profit
|
46,491
|
|
|
(89)
|
|
|
46,580
|
|
|
51.8
|
%
|
|
48,332
|
|
|
28
|
|
|
48,304
|
|
|
50.8
|
%
|
Selling and
marketing
|
17,869
|
|
|
272
|
|
|
17,597
|
|
|
19.6
|
%
|
|
20,555
|
|
|
456
|
|
|
20,099
|
|
|
21.1
|
%
|
Research and
development
|
9,304
|
|
|
69
|
|
|
9,235
|
|
|
10.3
|
%
|
|
12,639
|
|
|
118
|
|
|
12,521
|
|
|
13.2
|
%
|
General and
administrative
|
14,363
|
|
|
2,115
|
|
|
12,248
|
|
|
13.6
|
%
|
|
15,878
|
|
|
1,879
|
|
|
13,999
|
|
|
14.7
|
%
|
Restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(1,886)
|
|
|
—
|
|
|
(1,886)
|
|
|
(2.0)
|
%
|
Revenues
Revenues from our
three offerings of products and services are as follows:
|
|
|
Year Ended
December 31,
|
|
|
|
|
(In
thousands)
|
2020
|
|
% of
Revenue
|
|
2019
|
|
% of
Revenue
|
|
$
Variance
|
|
%
Variance
|
Ratings and
Planning
|
$
|
253,652
|
|
|
71.2
|
%
|
|
$
|
271,623
|
|
|
69.9
|
%
|
|
$
|
(17,971)
|
|
|
(6.6)
|
%
|
Analytics and
Optimization
|
69,080
|
|
|
19.4
|
%
|
|
74,725
|
|
|
19.2
|
%
|
|
(5,645)
|
|
|
(7.6)
|
%
|
Movies Reporting and
Analytics
|
33,304
|
|
|
9.4
|
%
|
|
42,297
|
|
|
10.9
|
%
|
|
(8,993)
|
|
|
(21.3)
|
%
|
Total
revenues
|
$
|
356,036
|
|
|
100.0
|
%
|
|
$
|
388,645
|
|
|
100.0
|
%
|
|
$
|
(32,609)
|
|
|
(8.4)
|
%
|
|
|
|
Three Months Ended
December 31,
|
|
|
|
|
|
|
|
(In
thousands)
|
|
2020
(Unaudited)
|
|
|
% of
Revenue
|
|
|
|
2019
(Unaudited)
|
|
|
% of
Revenue
|
|
|
|
$
Variance
|
|
|
%
Variance
|
|
Ratings and
Planning
|
$
|
63,634
|
|
|
70.7
|
%
|
|
$
|
66,790
|
|
|
70.2
|
%
|
|
$
|
(3,156)
|
|
|
(4.7)
|
%
|
Analytics and
Optimization
|
|
19,253
|
|
|
21.4
|
%
|
|
|
17,722
|
|
|
18.6
|
%
|
|
|
1,531
|
|
|
8.6
|
%
|
Movies Reporting and
Analytics
|
|
7,103
|
|
|
7.9
|
%
|
|
|
10,651
|
|
|
11.2
|
%
|
|
|
(3,548)
|
|
|
(33.3)
|
%
|
Total
revenues
|
$
|
89,990
|
|
|
100.0
|
%
|
|
$
|
95,163
|
|
|
100.0
|
%
|
|
$
|
5,173)
|
|
|
(5.4)
|
%
|
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SOURCE Comscore