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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 10-Q
_____________________________________________
(Mark
One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
or
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number: 001-33520
_____________________________________________
COMSCORE, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
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Delaware |
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54-1955550 |
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(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer Identification Number) |
11950 Democracy Drive, Suite 600
Reston, Virginia 20190
(Address of Principal Executive Offices)
(703) 438-2000
(Registrant's Telephone Number, Including Area Code)
_____________________________________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
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Common Stock, par value $0.001 per share |
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SCOR |
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NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes ☑
No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such
files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☑ |
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Non-accelerated filer |
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☐
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the
registrant's
classes of common stock, as of the latest practicable date: As of
November 4, 2022, there were 92,009,609 shares of the
registrant's Common Stock outstanding.
COMSCORE, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
We may make certain statements, including in this Quarterly Report
on Form 10-Q, or 10-Q, including the information contained
in
Item 2,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations", and the information incorporated by
reference in this 10-Q, that constitute forward-looking statements
within the meaning of federal and state securities laws.
Forward-looking statements are all statements other than statements
of historical fact. We attempt to identify these forward-looking
statements by words such as "may," "will," "should," "could,"
"might," "expect," "plan," "anticipate," "believe," "estimate,"
"target," "goal," "predict," "intend," "potential," "continue,"
"seek" and other comparable words. Similarly, statements that
describe our business strategy, goals, prospects, opportunities,
outlook, objectives, plans or intentions are also forward-looking
statements. These statements may relate to, but are not limited to,
expectations of future operating results or financial performance;
expectations regarding the impact on our business of the
coronavirus ("COVID-19") pandemic and global measures to mitigate
the spread of the virus; expectations regarding our restructuring
activities and cost-reduction initiatives; macroeconomic trends
that we expect may influence our business, including any recession
or changes in consumer behavior resulting from the COVID-19
pandemic; plans for financing and capital expenditures;
expectations regarding liquidity, customer payments and compliance
with debt and financing covenants and other payment obligations;
expectations regarding enhanced commercial relationships and the
development and introduction of new products; potential limitations
on our net operating loss carryforwards and other tax assets;
regulatory compliance and expected changes in the regulatory or
privacy landscape affecting our business; expected impact of
litigation and regulatory proceedings; and plans for growth and
future operations, as well as assumptions relating to the
foregoing.
Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified.
These statements are based on expectations and assumptions as of
the date of this 10-Q regarding future events and business
performance and involve known and unknown risks, uncertainties and
other factors that may cause actual events or results to be
materially different from any future events or results expressed or
implied by these statements. These factors include those set forth
in the following discussion and within
Item
1A,
"Risk Factors" of this 10-Q and elsewhere within this report; those
identified within
Item 1A,
"Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2021; and those identified in other documents that we
file from time to time with the U.S. Securities and Exchange
Commission, or SEC.
We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the
future that we are not able to accurately predict or control and
that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. You
should not place undue reliance on forward-looking statements,
which apply only as of the date of this 10-Q. You should carefully
review the risk factors described in this 10-Q and in other
documents that we file from time to time with the SEC. Except as
required by applicable law, including the rules and regulations of
the SEC, we undertake no obligation, and expressly disclaim any
duty, to publicly update or revise forward-looking statements,
whether as a result of any new information, future events or
otherwise. Although we believe the expectations reflected in the
forward-looking statements are reasonable as of the date of this
10-Q, our statements are not guarantees of future results, levels
of activity, performance, or achievements, and actual outcomes and
results may differ materially from those expressed in, or implied
by, any of our statements.
PART I. FINANCIAL INFORMATION
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ITEM 1. |
FINANCIAL STATEMENTS |
COMSCORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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As of |
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As of |
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September 30, 2022 |
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December 31, 2021 |
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|
(In thousands, except share and par value data) |
(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
25,086 |
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$ |
21,854 |
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Restricted cash |
425 |
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425 |
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Accounts receivable, net of allowances of $677 and $1,173,
respectively ($1,335 and $3,606 of accounts receivable attributable
to related parties, respectively)
|
48,223 |
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|
72,059 |
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Prepaid expenses and other current assets |
15,207 |
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|
14,769 |
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Total current assets |
88,941 |
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|
109,107 |
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Property and equipment, net |
36,661 |
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36,451 |
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Operating right-of-use assets |
25,422 |
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29,186 |
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Deferred tax assets |
2,636 |
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2,811 |
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Intangible assets, net |
19,622 |
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39,945 |
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Goodwill |
386,245 |
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435,711 |
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Other non-current assets |
11,546 |
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|
10,263 |
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Total assets |
$ |
571,073 |
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$ |
663,474 |
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Liabilities, Convertible Redeemable Preferred Stock and
Stockholders' Equity |
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Current liabilities: |
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Accounts payable ($12,809 and $6,575 attributable to related
parties, respectively)
|
$ |
28,763 |
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$ |
23,575 |
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Accrued expenses ($4,420 and $4,122 attributable to related
parties, respectively)
|
41,642 |
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45,264 |
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Contract liabilities ($1,729 and $3,553 attributable to related
parties, respectively)
|
52,564 |
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54,011 |
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Customer advances |
10,633 |
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|
11,613 |
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Current operating lease liabilities |
7,667 |
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7,538 |
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Warrants liability |
2,049 |
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|
10,520 |
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Other current liabilities ($3,953 and $7,863 attributable to
related parties, respectively)
|
12,321 |
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|
12,850 |
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Total current liabilities |
155,639 |
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|
165,371 |
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Non-current operating lease liabilities |
31,184 |
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|
36,055 |
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Non-current portion of accrued data costs ($14,066 and $7,843
attributable to related parties, respectively)
|
23,230 |
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|
16,005 |
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Revolving line of credit |
16,000 |
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16,000 |
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Deferred tax liabilities |
2,145 |
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|
2,103 |
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Other non-current liabilities ($384 and $1,582 attributable to
related parties, respectively)
|
13,035 |
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|
16,879 |
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Total liabilities |
241,233 |
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|
252,413 |
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Commitments and contingencies |
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Convertible redeemable preferred stock, $0.001 par value;
82,527,609 shares authorized, issued and outstanding as of
September 30, 2022 and December 31, 2021; aggregate
liquidation preference of $207,953 as of September 30, 2022,
and $211,863 as of December 31, 2021 (related
parties)
|
187,885 |
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|
187,885 |
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Stockholders' equity: |
|
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Preferred stock, $0.001 par value; 7,472,391 shares authorized as
of September 30, 2022 and December 31, 2021; no shares
issued or outstanding as of September 30, 2022 or
December 31, 2021
|
— |
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|
— |
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Common stock, $0.001 par value; 275,000,000 shares authorized as of
September 30, 2022 and December 31, 2021; 98,774,405
shares issued and 92,009,609 shares outstanding as of
September 30, 2022, and 97,172,086 shares issued and
90,407,290 shares outstanding as of December 31,
2021
|
92 |
|
|
90 |
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Additional paid-in capital |
1,690,609 |
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|
1,683,883 |
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Accumulated other comprehensive loss |
(21,736) |
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|
(12,098) |
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Accumulated deficit |
(1,297,026) |
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|
(1,218,715) |
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Treasury stock, at cost, 6,764,796 shares as of September 30,
2022 and December 31, 2021
|
(229,984) |
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|
(229,984) |
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|
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Total stockholders' equity |
141,955 |
|
|
223,176 |
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Total liabilities, convertible redeemable preferred stock and
stockholders' equity |
$ |
571,073 |
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|
$ |
663,474 |
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|
See accompanying Notes to Condensed Consolidated Financial
Statements.
COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
(LOSS) INCOME
(Unaudited)
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|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
(In thousands, except share and per share data) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
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|
Revenues
(2)
|
|
$ |
92,783 |
|
|
$ |
92,487 |
|
|
$ |
278,183 |
|
|
$ |
270,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
(1) (2) (3)
|
|
51,530 |
|
|
49,179 |
|
|
155,915 |
|
|
153,267 |
|
|
|
|
|
|
Selling and marketing
(1) (3)
|
|
17,199 |
|
|
15,212 |
|
|
51,850 |
|
|
49,569 |
|
|
|
|
|
|
Research and development
(1) (3)
|
|
8,741 |
|
|
9,051 |
|
|
28,190 |
|
|
29,536 |
|
|
|
|
|
|
General and administrative
(1) (3)
|
|
12,899 |
|
|
16,895 |
|
|
48,119 |
|
|
45,609 |
|
|
|
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|
|
Amortization of intangible assets |
|
6,772 |
|
|
6,172 |
|
|
20,323 |
|
|
18,866 |
|
|
|
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Restructuring |
|
5,784 |
|
|
— |
|
|
5,784 |
|
|
— |
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|
|
|
|
|
|
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|
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|
|
|
|
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|
Impairment of goodwill |
|
46,300 |
|
|
— |
|
|
46,300 |
|
|
— |
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
Total expenses from operations |
|
149,225 |
|
|
96,509 |
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|
356,481 |
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|
296,847 |
|
|
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Loss from operations |
|
(56,442) |
|
|
(4,022) |
|
|
(78,298) |
|
|
(26,371) |
|
|
|
|
|
|
Other income (expense), net |
|
1,477 |
|
|
5,713 |
|
|
8,467 |
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|
(9,069) |
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|
|
|
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Gain from foreign currency transactions |
|
2,781 |
|
|
1,180 |
|
|
5,728 |
|
|
1,884 |
|
|
|
|
|
|
Interest expense, net
(2)
|
|
(284) |
|
|
(169) |
|
|
(660) |
|
|
(7,569) |
|
|
|
|
|
|
Loss on extinguishment of debt
(2)
|
|
— |
|
|
— |
|
|
— |
|
|
(9,629) |
|
|
|
|
|
|
(Loss) income before income taxes |
|
(52,468) |
|
|
2,702 |
|
|
(64,763) |
|
|
(50,754) |
|
|
|
|
|
|
Income tax benefit (provision) |
|
86 |
|
|
(722) |
|
|
(1,945) |
|
|
(2,166) |
|
|
|
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|
|
Net (loss) income |
|
$ |
(52,382) |
|
|
$ |
1,980 |
|
|
$ |
(66,708) |
|
|
$ |
(52,920) |
|
|
|
|
|
|
Net loss available to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(52,382) |
|
|
$ |
1,980 |
|
|
$ |
(66,708) |
|
|
$ |
(52,920) |
|
|
|
|
|
|
Convertible redeemable preferred stock dividends
(2)
|
|
(3,910) |
|
|
(3,910) |
|
|
(11,603) |
|
|
(8,713) |
|
|
|
|
|
|
Total net loss available to common stockholders: |
|
$ |
(56,292) |
|
|
$ |
(1,930) |
|
|
$ |
(78,311) |
|
|
$ |
(61,633) |
|
|
|
|
|
|
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(0.60) |
|
|
$ |
(0.02) |
|
|
$ |
(0.85) |
|
|
$ |
(0.77) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in per share calculation -
Common Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
93,347,017 |
|
|
82,185,009 |
|
|
92,380,984 |
|
|
79,951,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(52,382) |
|
|
$ |
1,980 |
|
|
$ |
(66,708) |
|
|
$ |
(52,920) |
|
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency cumulative translation adjustment |
|
(4,553) |
|
|
(1,917) |
|
|
(9,638) |
|
|
(3,337) |
|
|
|
|
|
|
Total comprehensive (loss) income |
|
$ |
(56,935) |
|
|
$ |
63 |
|
|
$ |
(76,346) |
|
|
$ |
(56,257) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Excludes amortization of intangible assets, which is presented as a
separate line item.
|
(2)
Transactions with related parties are included in the line items
above as follows (refer to Footnote
9,
Related Party Transactions,
of the Notes to Condensed Consolidated Financial Statements for
additional information):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
Revenues |
|
$ |
3,527 |
|
|
|
$ |
4,170 |
|
|
|
$ |
12,125 |
|
|
|
$ |
12,045 |
|
|
Cost of revenues |
|
7,938 |
|
|
|
8,109 |
|
|
|
23,379 |
|
|
|
26,143 |
|
|
Interest expense, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,692 |
|
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,608) |
|
|
Convertible redeemable preferred stock dividends |
|
(3,910) |
|
|
|
(3,910) |
|
|
|
(11,603) |
|
|
|
(8,713) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
Stock-based compensation expense is included in the line items
above as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
Cost of revenues |
$ |
155 |
|
|
$ |
231 |
|
|
$ |
877 |
|
|
$ |
1,554 |
|
|
|
|
|
|
Selling and marketing |
132 |
|
|
208 |
|
|
804 |
|
|
1,679 |
|
|
|
|
|
|
Research and development |
116 |
|
|
170 |
|
|
627 |
|
|
1,162 |
|
|
|
|
|
|
General and administrative |
1,013 |
|
|
2,425 |
|
|
4,906 |
|
|
6,761 |
|
|
|
|
|
|
Total stock-based compensation expense |
$ |
1,416 |
|
|
$ |
3,034 |
|
|
$ |
7,214 |
|
|
$ |
11,156 |
|
|
|
|
|
See accompanying Notes to Condensed Consolidated Financial
Statements.
COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE
PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except share data) |
Convertible Redeemable Preferred Stock |
|
|
Common Stock |
|
Additional
Paid-In
Capital |
|
Accumulated
Other
Comprehensive
Loss |
|
Accumulated
Deficit |
|
Treasury stock, at cost |
|
Total
Stockholders'
Equity |
|
Shares |
|
Amount |
|
|
Shares |
|
Amount |
|
|
Balance as of December 31, 2021 |
82,527,609 |
|
|
$ |
187,885 |
|
|
|
90,407,290 |
|
|
$ |
90 |
|
|
$ |
1,683,883 |
|
|
$ |
(12,098) |
|
|
$ |
(1,218,715) |
|
|
$ |
(229,984) |
|
|
$ |
223,176 |
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(9,276) |
|
|
— |
|
|
(9,276) |
|
|
Convertible redeemable preferred stock dividends
(1)
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,825) |
|
|
— |
|
|
(3,825) |
|
|
Restricted stock units distributed |
— |
|
|
— |
|
|
|
212,246 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Exercise of Common Stock options |
— |
|
|
— |
|
|
|
86,941 |
|
|
1 |
|
|
102 |
|
|
— |
|
|
— |
|
|
— |
|
|
103 |
|
|
Payments for taxes related to net share settlement of equity
awards |
— |
|
|
— |
|
|
|
(474) |
|
|
— |
|
|
(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
Amortization of stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,908 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,908 |
|
|
Settlement of restricted stock unit liability |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,719 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,719 |
|
|
Foreign currency translation adjustment |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(541) |
|
|
— |
|
|
— |
|
|
(541) |
|
|
Other |
— |
|
|
— |
|
|
|
(661) |
|
|
— |
|
|
(3) |
|
|
— |
|
|
— |
|
|
— |
|
|
(3) |
|
|
Balance as of March 31, 2022 |
82,527,609 |
|
|
$ |
187,885 |
|
|
|
90,705,342 |
|
|
$ |
91 |
|
|
$ |
1,687,608 |
|
|
$ |
(12,639) |
|
|
$ |
(1,231,816) |
|
|
$ |
(229,984) |
|
|
$ |
213,260 |
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,050) |
|
|
— |
|
|
(5,050) |
|
|
Convertible redeemable preferred stock dividends
(1)
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,868) |
|
|
— |
|
|
(3,868) |
|
|
Restricted stock units distributed |
— |
|
|
— |
|
|
|
958,594 |
|
|
1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
Exercise of Common Stock options |
— |
|
|
— |
|
|
|
745 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Payments for taxes related to net share settlement of equity
awards |
— |
|
|
— |
|
|
|
(12,646) |
|
|
— |
|
|
(23) |
|
|
— |
|
|
— |
|
|
— |
|
|
(23) |
|
|
Amortization of stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
2,011 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(4,544) |
|
|
— |
|
|
— |
|
|
(4,544) |
|
|
Other |
— |
|
|
— |
|
|
|
121,357 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Balance as of June 30, 2022 |
82,527,609 |
|
|
$ |
187,885 |
|
|
|
91,773,392 |
|
|
$ |
92 |
|
|
$ |
1,689,596 |
|
|
$ |
(17,183) |
|
|
$ |
(1,240,734) |
|
|
$ |
(229,984) |
|
|
$ |
201,787 |
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(52,382) |
|
|
— |
|
|
(52,382) |
|
|
Convertible redeemable preferred stock dividends
(1)
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,910) |
|
|
— |
|
|
(3,910) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units distributed |
— |
|
|
— |
|
|
|
226,948 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,013 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,013 |
|
|
Foreign currency translation adjustment |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(4,553) |
|
|
— |
|
|
— |
|
|
(4,553) |
|
|
Exercise of Common Stock options |
— |
|
|
— |
|
|
|
9,269 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2022 |
82,527,609 |
|
|
$ |
187,885 |
|
|
|
92,009,609 |
|
|
$ |
92 |
|
|
$ |
1,690,609 |
|
|
$ |
(21,736) |
|
|
$ |
(1,297,026) |
|
|
$ |
(229,984) |
|
|
$ |
141,955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Transactions for these line items were exclusively with related
parties (refer to
Footnote
5,
Convertible Redeemable Preferred Stock and Stockholders'
Equity,
and
Footnote
9,
Related Party Transactions,
of the Notes to Condensed Consolidated Financial Statements for
additional information).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (In
thousands, except share data) |
Convertible Redeemable Preferred Stock |
|
|
Common Stock |
|
Additional
Paid-In
Capital |
|
Accumulated
Other
Comprehensive
Loss |
|
Accumulated
Deficit |
|
Treasury stock, at cost |
|
Total
Stockholders'
Equity |
|
Shares |
|
Amount |
|
|
Shares |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2020 |
— |
|
|
$ |
— |
|
|
|
72,938,546 |
|
|
$ |
73 |
|
|
$ |
1,621,986 |
|
|
$ |
(7,030) |
|
|
$ |
(1,156,055) |
|
|
$ |
(229,984) |
|
|
$ |
228,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(36,355) |
|
|
— |
|
|
(36,355) |
|
|
Convertible redeemable preferred stock, net of issuance
costs
(1)
|
82,527,609 |
|
|
188,183 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Convertible redeemable preferred stock dividends
(1)
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(935) |
|
|
— |
|
|
(935) |
|
|
Interest paid in Common Stock
(1)
|
— |
|
|
— |
|
|
|
4,165,781 |
|
|
4 |
|
|
10,808 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,812 |
|
|
Conversion shares issued as extinguishment cost on senior secured
convertible notes
(1)
|
— |
|
|
— |
|
|
|
3,150,000 |
|
|
3 |
|
|
9,605 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,608 |
|
|
Restricted stock units distributed |
— |
|
|
— |
|
|
|
442,051 |
|
|
1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
Payments for taxes related to net share settlement of equity
awards |
— |
|
|
— |
|
|
|
(10,231) |
|
|
— |
|
|
(37) |
|
|
— |
|
|
— |
|
|
— |
|
|
(37) |
|
|
Settlement of restricted stock unit liability |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
7,117 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,117 |
|
|
Amortization of stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,358 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,358 |
|
|
Foreign currency translation adjustment |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(2,151) |
|
|
— |
|
|
— |
|
|
(2,151) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2021 |
82,527,609 |
|
|
$ |
188,183 |
|
|
|
80,686,147 |
|
|
$ |
81 |
|
|
$ |
1,650,837 |
|
|
$ |
(9,181) |
|
|
$ |
(1,193,345) |
|
|
$ |
(229,984) |
|
|
$ |
218,408 |
|
|
Net loss |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(18,545) |
|
|
— |
|
|
(18,545) |
|
|
Adjustment to issuance costs on convertible redeemable preferred
stock |
— |
|
|
(298) |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Convertible redeemable preferred stock dividends
(1)
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,868) |
|
|
— |
|
|
(3,868) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units distributed |
— |
|
|
— |
|
|
|
1,486,344 |
|
|
1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
Payments for taxes related to net share settlement of equity
awards |
— |
|
|
— |
|
|
|
(414) |
|
|
— |
|
|
(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,895 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,895 |
|
|
Foreign currency translation adjustment |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
731 |
|
|
— |
|
|
— |
|
|
731 |
|
|
Balance as of June 30, 2021 |
82,527,609 |
|
|
$ |
187,885 |
|
|
|
82,172,077 |
|
|
$ |
82 |
|
|
$ |
1,652,731 |
|
|
$ |
(8,450) |
|
|
$ |
(1,215,758) |
|
|
$ |
(229,984) |
|
|
$ |
198,621 |
|
|
Net income |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,980 |
|
0 |
$ |
— |
|
|
1,980 |
|
|
Convertible redeemable preferred stock dividends
(1)
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,910) |
|
|
— |
|
|
(3,910) |
|
|
Restricted stock units distributed |
— |
|
|
— |
|
|
|
28,989 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Amortization of stock-based compensation |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
2,563 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,563 |
|
|
Foreign currency translation adjustment |
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(1,917) |
|
|
— |
|
|
— |
|
|
(1,917) |
|
|
Payments for taxes related to net share settlement of equity
awards |
— |
|
|
— |
|
|
|
(1,840) |
|
|
— |
|
|
(6) |
|
|
— |
|
|
— |
|
|
— |
|
|
(6) |
|
|
Balance as of September 30, 2021 |
82,527,609 |
|
|
$ |
187,885 |
|
|
|
82,199,226 |
|
|
$ |
82 |
|
|
$ |
1,655,288 |
|
|
$ |
(10,367) |
|
|
$ |
(1,217,688) |
|
|
$ |
(229,984) |
|
|
$ |
197,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Transactions for these line items were exclusively with related
parties (refer to
Footnote
5,
Convertible Redeemable Preferred Stock and Stockholders'
Equity,
Footnote
6,
Debt,
and
Footnote
9,
Related Party Transactions,
of the Notes to Condensed Consolidated Financial Statements for
additional information). Gross proceeds from related parties for
the issuance of convertible redeemable preferred stock were $204.0
million.
See accompanying Notes to Condensed Consolidated Financial
Statements.
COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
(In thousands) |
|
2022 |
|
2021 |
|
Operating activities:
|
|
|
|
|
|
Net loss |
|
$ |
(66,708) |
|
|
$ |
(52,920) |
|
|
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
|
|
|
|
|
|
Amortization of intangible assets |
|
20,323 |
|
|
18,866 |
|
|
Depreciation |
|
12,542 |
|
|
11,873 |
|
|
Stock-based compensation expense |
|
7,214 |
|
|
11,156 |
|
|
Non-cash operating lease expense |
|
4,540 |
|
|
3,952 |
|
|
Change in fair value of contingent consideration
liability |
|
2,447 |
|
|
— |
|
|
Amortization expense of finance leases |
|
1,875 |
|
|
1,485 |
|
|
Deferred tax (benefit) provision |
|
(90) |
|
|
652 |
|
|
|
|
|
|
|
Change in fair value of warrants liability |
|
(8,471) |
|
|
10,938 |
|
|
Loss on extinguishment of debt |
|
— |
|
|
9,629 |
|
|
Non-cash interest expense on senior secured convertible
notes
(1)
|
|
— |
|
|
4,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of goodwill |
|
46,300 |
|
|
— |
|
|
|
|
|
|
|
Other |
|
1,456 |
|
|
660 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
Accounts receivable |
|
22,143 |
|
|
(12,661) |
|
|
Prepaid expenses and other assets |
|
(1,081) |
|
|
283 |
|
|
Accounts payable, accrued expenses and other
liabilities |
|
3,159 |
|
|
6,632 |
|
|
Contract liabilities and customer advances |
|
(3,448) |
|
|
(12,563) |
|
|
Operating lease liabilities |
|
(5,665) |
|
|
(3,795) |
|
|
Net cash provided by (used in) operating activities |
|
36,536 |
|
|
(1,121) |
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
Capitalized internal-use software costs |
|
(12,402) |
|
|
(10,925) |
|
|
Purchases of property and equipment |
|
(823) |
|
|
(744) |
|
|
Net cash used in investing activities |
|
(13,225) |
|
|
(11,669) |
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for dividends on convertible redeemable preferred
stock
(1)
|
|
(15,512) |
|
|
(4,760) |
|
|
Principal payments on finance leases |
|
(2,004) |
|
|
(1,475) |
|
|
Principal payment and extinguishment costs on senior secured
convertible notes
(1)
|
|
— |
|
|
(204,014) |
|
|
Principal payment and extinguishment costs on secured term
note |
|
— |
|
|
(14,031) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowing on revolving line of credit |
|
— |
|
|
16,000 |
|
|
|
|
|
|
|
Proceeds from issuance of convertible redeemable preferred stock,
net of issuance costs
(1)
|
|
— |
|
|
188,183 |
|
|
Other |
|
(61) |
|
|
(429) |
|
|
Net cash used in financing activities |
|
(17,577) |
|
|
(20,526) |
|
|
Effect of exchange rate changes on cash, cash equivalents and
restricted cash |
|
(2,502) |
|
|
(691) |
|
|
Net increase (decrease) in cash, cash equivalents and restricted
cash |
|
3,232 |
|
|
(34,007) |
|
|
Cash, cash equivalents and restricted cash at beginning of
period |
|
22,279 |
|
|
50,741 |
|
|
Cash, cash equivalents and restricted cash at end of
period |
|
$ |
25,511 |
|
|
$ |
16,734 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30,
|
|
|
2022 |
|
2021 |
|
Cash and cash equivalents |
|
$ |
25,086 |
|
|
$ |
15,940 |
|
|
Restricted cash |
|
425 |
|
|
794 |
|
|
Total cash, cash equivalents and restricted cash |
|
$ |
25,511 |
|
|
$ |
16,734 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash investing and financing
activities:
|
|
|
|
|
|
Settlement of restricted stock unit liability |
|
$ |
1,719 |
|
|
$ |
7,117 |
|
|
Right-of-use assets obtained in exchange for finance lease
liabilities |
|
1,106 |
|
|
2,041 |
|
|
Change in accounts payable and accrued expenses related to capital
expenditures |
|
810 |
|
|
494 |
|
|
Right-of-use assets obtained in exchange for new operating lease
liabilities |
|
847 |
|
|
5,211 |
|
|
Interest paid in Common Stock
(1)
|
|
— |
|
|
10,812 |
|
|
Conversion shares issued as extinguishment cost on senior secured
convertible notes
(1)
|
|
— |
|
|
9,608 |
|
|
|
|
|
|
|
Convertible redeemable preferred stock dividends accrued but not
yet paid (related parties) |
|
3,953 |
|
|
3,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Transactions for these line items were exclusively with related
parties (refer to
Footnote
5,
Convertible Redeemable Preferred Stock and Stockholders'
Equity,
Footnote
6,
Debt,
and
Footnote
9,
Related Party Transactions,
of the Notes to Condensed Consolidated Financial Statements for
additional information). Gross proceeds from related parties for
the issuance of convertible redeemable preferred stock were $204.0
million.
See accompanying Notes to Condensed Consolidated Financial
Statements.
COMSCORE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
1.Organization
comScore, Inc., together with its consolidated subsidiaries
(collectively, "Comscore" or the "Company"), headquartered in
Reston, Virginia, is a global information and analytics company
that measures audiences, consumer behavior and advertising across
media platforms.
Operating segments are defined as components of a business that can
earn revenues and incur expenses for which discrete financial
information is available that is evaluated on a regular basis by
the chief operating decision maker ("CODM"). The Company's CODM is
its Chief Executive Officer, who decides how to allocate resources
and assess performance. The Company has one operating segment. A
single management team reports to the CODM, who manages the entire
business. The Company's CODM reviews consolidated results of
operations to make decisions, allocate resources and assess
performance and does not evaluate the profit or loss from any
separate geography or product line.
Management Changes
On July 5, 2022, the Company's Board of Directors ("Board")
appointed Jonathan Carpenter as the Company's Chief Executive
Officer, effective July 6, 2022. In connection with Mr. Carpenter's
appointment, William Livek retired as the Company's Chief Executive
Officer. Also on July 5, 2022, the Board of Directors appointed
Mary Margaret Curry as the Company's Chief Financial Officer and
Treasurer, effective July 6, 2022. Ms. Curry continues to serve as
the Company's principal accounting officer.
2.Summary
of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying Condensed Consolidated Financial Statements
include the accounts of the Company and its wholly-owned domestic
and foreign subsidiaries. All intercompany transactions and
balances are eliminated upon consolidation.
Reclassification
Certain amounts in the prior year financial statements have been
reclassified to conform to the current year presentation.
Specifically, change in fair value of financing derivatives,
accretion of debt discount, and amortization of deferred financing
costs have been aggregated within other operating activities on the
Condensed Consolidated Statements of Cash Flows. In addition,
principal payments on software license arrangements, revolving line
of credit issuance costs, and payments for taxes related to net
share settlement of equity awards have been aggregated within other
financing activities on the Condensed Consolidated Statements of
Cash Flows.
Unaudited Interim Financial Information
The interim Condensed Consolidated Financial Statements included in
this quarterly report have been prepared by the Company and are
unaudited, pursuant to the rules and regulations of the United
States Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles in the United States ("GAAP") have been
condensed or omitted pursuant to such rules and regulations.
However, the Company believes that the disclosures contained in
this quarterly report comply with the requirements of
Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), for a quarterly report on Form 10-Q
and are adequate to make the information presented not misleading.
The interim Condensed Consolidated Financial Statements included
herein reflect all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary for
a fair presentation of the financial position, results of
operations and cash flows for the interim periods presented. These
interim Condensed Consolidated Financial Statements should be read
in conjunction with the Consolidated Financial Statements and Notes
thereto contained in the Company's Annual Report on
Form 10-K
for the year ended December 31, 2021 (the "2021 10-K"). The
Condensed Consolidated Results of Operations for the three and nine
months ended September 30, 2022 are not necessarily indicative
of the results to be anticipated for the entire year ending
December 31, 2022 or thereafter. All references to
September 30, 2022 and 2021 in the Notes to Condensed
Consolidated Financial Statements are unaudited.
Use of Estimates and Judgments in the Preparation of the Condensed
Consolidated Financial Statements
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the reported
amounts of revenue and expense during the reporting periods.
Significant estimates and judgments are inherent in the analysis
and the measurement of management's standalone selling price,
principal versus agent revenue recognition, determination of
performance obligations, determination of transaction price,
including the determination of variable consideration and
allocation of transaction price to performance obligations,
deferred tax assets and liabilities, including the identification
and quantification of income tax liabilities due to uncertain tax
positions, the valuation and recoverability of goodwill, intangible
and other long-lived assets, the determination of appropriate
discount rates for lease accounting, the probability of exercising
either lease renewal or termination clauses, the assessment of
potential loss from contingencies, the fair value determination of
contingent consideration from business combinations,
financing-related liabilities and warrants, and the valuation of
options, performance-based and market-based stock awards.
Management bases its estimates and assumptions on historical
experience and on various other factors that are believed to be
reasonable under the circumstances.
Due to the inherent uncertainty involved in making estimates,
actual results reported in future periods may be affected by
changes in those estimates. The Company evaluates its estimates and
assumptions on an ongoing basis.
Business Combination
In December 2021, the Company and two newly formed, wholly owned
subsidiaries of the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Shareablee, Inc.
("Shareablee"), pursuant to which the Company acquired Shareablee
(the "Merger"). Total consideration paid or payable by the Company
related to the Merger (valued as of the closing date of the Merger)
was $31.4 million, which included $5.6 million for the fair value
of contingent consideration payable based on the achievement of
certain contractual milestones or future revenue performance. The
maximum amount of contingent consideration payable under the Merger
is $8.6 million.
The contingent consideration is classified as a liability due to
the fact it will be settled in cash or a variable number of shares
of the Company's common stock, par value $0.001 ("Common Stock")
(or a combination thereof), and the amount of the payment is not
dependent upon the fair value of the Common Stock. The contingent
consideration liability is measured at fair value on a recurring
basis until the contingency is resolved.
The fair value of the contingent consideration liability is
estimated using a combination of valuation techniques. One
technique is an option pricing model within a Monte Carlo
simulation that determines an average projected payment value
across numerous iterations. This technique determines projected
payments based on simulated revenues derived from an internal
forecast, adjusted for a selected revenue volatility and risk
premium based on market data for comparable guideline public
companies. The other technique is a discounted cash flow model that
assumes achievement of the contractual milestones, resulting in
payment of the full deferred amount. In both techniques, the
projected payments are then discounted back to the valuation date
at the Company's cost of debt using a term commensurate with the
contractual payment dates.
In March 2022, the Company determined sufficient achievement of the
milestones had been demonstrated and the full amount of the
contingent consideration was reasonably certain to be payable. In
April 2022, the contingency was resolved and the full amount was
deemed payable, subject to reduction for any pending
indemnification claims and other terms set forth in the Merger
Agreement. The resolution of this contingency eliminated the option
pricing model as a valuation technique, and as a result the fair
value was remeasured using only the discounted cash flow model. The
Company expects to settle the liability in three installments of
$3.7 million, $3.7 million and $1.2 million payable in any
combination of cash and Common Stock (at the Company's election) in
December 2022, 2023 and 2024, respectively.
The estimated fair value of the contingent consideration liability
as of September 30, 2022 was $8.0 million. The loss due to
change in fair value of $2.4 million for the nine months ended
September 30, 2022 was classified within general and administrative
expense in the Condensed Consolidated Statements of Operations and
Comprehensive (Loss) Income. The loss due to change in fair value
for the three months ended September 30, 2022 was
negligible.
Refer to
Footnote
7,
Fair Value Measurements,
for additional information on the fair value of the contingent
consideration.
Goodwill
Goodwill is evaluated for impairment at least annually, as of
October 1, by comparing the fair value of a reporting unit to its
carrying value including goodwill recorded by the reporting
unit.
The Company has a single reporting unit. Accordingly, the
impairment assessment for goodwill is performed at the enterprise
level. Goodwill is reviewed for possible impairment between annual
tests if an event occurs or circumstances change that would more
likely than not reduce the fair value of the reporting unit below
its carrying value. The Company initially assesses qualitative
factors to determine if it is necessary to perform the goodwill
impairment review. Goodwill is reviewed for impairment if, based on
an assessment of the qualitative factors, it is determined that it
is more likely than not that the fair value of its reporting unit
is less than its carrying value, or the Company decides to bypass
the qualitative assessment. The carrying value of the reporting
unit is reviewed utilizing a discounted cash flow model, and a
market value approach is utilized to supplement the discounted cash
flow model. The estimated fair value of a reporting unit is
determined based on assumptions regarding estimated future cash
flows, discount rates, long-term growth rates and market values.
Additionally, the Company considers income tax effects from any
tax-deductible goodwill on the carrying amount of the reporting
unit when measuring the goodwill impairment loss.
The Company monitors for events and circumstances that could
negatively impact the key assumptions in determining fair value,
including long-term revenue growth projections, profitability,
discount rates, volatility in the Company's market capitalization,
and general industry, market and macro-economic
conditions.
As of September 30, 2022, the Company concluded that it was more
likely than not that the estimated fair value of its reporting unit
was less than its carrying value. In its assessment, the Company
considered the decline in the Company's stock price and market
capitalization among other factors. The Company performed a
quantitative goodwill impairment test in conjunction with the
annual test using a discounted cash flow model, supported by a
market approach. The Company's reporting unit did not pass the
goodwill impairment test, and as a result the Company recorded a
$46.3 million non-cash impairment charge.
The Company completed its annual analysis for the year ended
December 31, 2021 and determined that there was no impairment of
goodwill at that time.
For further information refer to
Footnote
4,
Goodwill.
Preferred Stock
In January 2021, the Company entered into separate Securities
Purchase Agreements with each of Charter Communications Holding
Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine
Investor, LLC ("Pine") (the "Securities Purchase Agreements") for
the issuance and sale of shares of Series B Convertible Preferred
Stock, par value $0.001 ("Preferred Stock") described in
Footnote
5,
Convertible Redeemable Preferred Stock and Stockholders'
Equity.
The issuance of the Preferred Stock pursuant to the Securities
Purchase Agreements (the "Transactions") and related matters were
approved by the Company's stockholders on March 9, 2021 and
completed on March 10, 2021.
The Preferred Stock is contingently redeemable upon certain deemed
liquidation events, such as a change in control. Because a deemed
liquidation event could constitute a redemption event outside of
the Company's control, all shares of Preferred Stock have been
presented outside of permanent equity in mezzanine equity on the
Condensed Consolidated Balance Sheets. The instrument was initially
recognized at fair value net of issuance costs. The Company
reassesses whether the Preferred Stock is currently redeemable, or
probable to become redeemable in the future, as of each reporting
date. If the instrument meets either of these criteria, the Company
will accrete the carrying value to the redemption value. The
Preferred Stock has not been adjusted to its redemption amount as
of September 30, 2022 because a deemed liquidation event is
not considered probable.
The Preferred Stock includes a change of control put option which
allows the holders of the Preferred Stock to require the Company to
repurchase such holders' shares in cash in an amount equal to the
initial purchase price plus accrued dividends. The change of
control put option was determined to be a derivative liability. As
of September 30, 2022, the probability of a change of control
was determined to be remote and the fair value of the change of
control derivative was determined to be negligible.
Warrants Liability
In June 2019, the Company issued warrants to CVI Investments, Inc.
("CVI") in connection with the private placement described
in
Footnote
5,
Convertible Redeemable Preferred Stock and Stockholders'
Equity.
The warrants were determined to be freestanding financial
instruments that qualify for liability treatment as a result of net
cash settlement features associated with a cap on the issuance of
shares, under certain circumstances, or upon a change of control.
Changes in the fair value of these instruments are recorded in
other income (expense), net in the Condensed Consolidated
Statements of Operations and Comprehensive (Loss)
Income.
The fair value of each warrant is estimated utilizing an option
pricing model. Significant valuation inputs include the price and
expected volatility of the Company's Common Stock, risk-free rate,
and the remaining term of the warrants. As of September 30,
2022, the probability of a change of control was determined to be
remote and did not require an enhancement to the valuation
technique.
Loss on Extinguishment of Debt
In March 2021, the Company recorded a $9.6 million loss on
debt extinguishment related to the payoff of its senior secured
convertible notes (the "Notes") and a foreign secured promissory
note (the "Secured Term Note"). Loss on extinguishment of debt
represents the difference between the carrying value of the
Company's debt instruments and any consideration paid to its
creditors in the form of cash or shares of the Company's Common
Stock on the extinguishment date. These transactions are described
in
Footnote
6,
Debt.
Other Income (Expense), Net
Other income (expense), net represents income and expenses incurred
that are generally not recurring in nature or are not part of the
Company's normal operations. The following is a summary of the
significant components of other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
(In thousands) |
|
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
Change in fair value of warrants liability |
|
|
|
|
$ |
1,476 |
|
|
$ |
5,582 |
|
|
$ |
8,471 |
|
|
$ |
(10,938) |
|
|
|
|
|
|
Change in fair value of financing derivatives |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
1,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
1 |
|
|
131 |
|
|
(4) |
|
|
69 |
|
|
|
|
|
|
Total other income (expense), net
|
|
|
|
|
$ |
1,477 |
|
|
$ |
5,713 |
|
|
$ |
8,467 |
|
|
$ |
(9,069) |
|
|
|
|
|
Loss Per Share
The Company uses the two-class method to calculate net loss per
share. The two-class method is an earnings allocation formula that
treats a participating security as having rights to earnings that
otherwise would have been available to common stockholders. Under
the two-class method, earnings for the period are allocated between
common stockholders and participating security holders based on
their respective rights to receive dividends as if all
undistributed book earnings for the period were
distributed.
Basic loss per share is computed by dividing total net loss
available to common stockholders by the weighted-average number of
common shares outstanding for the period. This includes the effect
of vested and deferred restricted stock units granted to members of
the Company's Board and certain employees. These awards are
expected to be settled in shares of Common Stock and generally
distributed upon the earlier of the individual's separation from
service or a change of control. Diluted loss per share includes the
effect of potential common shares, such as the Company's Preferred
Stock, Notes, warrants, stock options and restricted stock units,
and contingent consideration liability to the extent the
effect
is dilutive. In periods with a net loss available to common
stockholders, the anti-dilutive effect of these potential common
shares is excluded and diluted net loss per share is equal to basic
net loss per share.
The following is a summary of the Common Stock equivalents for the
securities outstanding during the respective periods that have been
excluded from the computation of diluted net loss per common share,
as their effect would be anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
Preferred stock
(1)
|
|
82,544,802 |
|
|
82,527,609 |
|
|
85,708,361 |
|
|
61,895,707 |
|
|
|
|
|
|
|
|
|
|
Warrants |
|
5,457,026 |
|
|
5,457,026 |
|
|
5,457,026 |
|
|
5,457,026 |
|
|
|
|
|
|
|
|
|
|
Stock options and restricted stock units |
|
5,244,552 |
|
|
4,865,544 |
|
|
4,899,973 |
|
|
5,065,139 |
|
|
|
|
|
|
|
|
|
|
Contingent consideration
(2)
|
|
5,212,121 |
|
|
— |
|
|
5,212,121 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Senior secured convertible notes |
|
— |
|
|
— |
|
|
— |
|
|
1,629,914 |
|
|
|
|
|
|
|
|
|
|
Total |
|
98,458,501 |
|
|
92,850,179 |
|
|
101,277,481 |
|
|
74,047,786 |
|
|
|
|
|
|
|
|
|
(1)
Includes the effect of potential Common Stock that would be issued
to settle unpaid dividends accrued to holders of the Preferred
Stock if they elected to convert their shares at the beginning of
the period (or at the time of issuance, if later).
(2)
A contingent consideration liability was recognized as part of the
Shareablee acquisition described in
Footnote
2,
Summary of Significant Accounting Policies.
The liability payments may be settled in any combination of cash or
shares of Common Stock (at the Company's election) based on the
volume-weighted average trading price of the Common Stock for the
ten trading days prior to the date of each payment. Settlement of
this liability in Common Stock could potentially dilute basic
earnings per share in future periods. The Company calculated a
potential anti-dilutive share count based on the expected payments
totaling $8.6 million and the $1.65 per share closing price of
the Company's Common Stock on the Nasdaq Global Select Market on
September 30, 2022.
Income Taxes
A significant portion of the Company's net operating loss
carryforwards are subject to an annual limitation under Section 382
of the Internal Revenue Code. The Company anticipates the
Transactions may have triggered further limitations but has not yet
reached a final conclusion as to whether an ownership change
occurred and to what extent its net operating loss carryforwards
are further limited. If an ownership change occurred as a result of
the Transactions, the annual limitation under Section 382 may cause
a significant portion of the Company's net operating loss
carryforwards to expire prior to use. Due to the Company's
valuation allowance position in the United States, the required
revaluation of its deferred tax assets related to these limited
U.S. federal and state net operating loss carryforwards is not
expected to have a material impact on the Condensed Consolidated
Financial Statements or related disclosures.
3.Revenue
Recognition
The following table presents the Company's revenue disaggregated by
solution group, geographical market and timing of transfer of
products and services. The Company has one reportable segment in
accordance with ASC 280,
Segment Reporting;
as such, the disaggregation of revenue below reconciles directly to
its unique reportable segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
(In thousands) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
By solution group:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital Ad Solutions |
|
$ |
52,360 |
|
|
$ |
57,039 |
|
|
$ |
157,127 |
|
|
$ |
162,581 |
|
|
|
|
|
|
Cross Platform Solutions |
|
40,423 |
|
|
35,448 |
|
|
121,056 |
|
|
107,895 |
|
|
|
|
|
|
Total |
|
$ |
92,783 |
|
|
$ |
92,487 |
|
|
$ |
278,183 |
|
|
$ |
270,476 |
|
|
|
|
|
|
By geographical market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
83,780 |
|
|
$ |
81,187 |
|
|
$ |
249,493 |
|
|
$ |
236,593 |
|
|
|
|
|
|
Europe |
|
4,497 |
|
|
6,312 |
|
|
14,179 |
|
|
20,025 |
|
|
|
|
|
|
Canada |
|
1,675 |
|
|
1,914 |
|
|
5,668 |
|
|
5,475 |
|
|
|
|
|
|
Latin America |
|
1,839 |
|
|
1,947 |
|
|
5,765 |
|
|
5,227 |
|
|
|
|
|
|
Other |
|
992 |
|
|
1,127 |
|
|
3,078 |
|
|
3,156 |
|
|
|
|
|
|
Total |
|
$ |
92,783 |
|
|
$ |
92,487 |
|
|
$ |
278,183 |
|
|
$ |
270,476 |
|
|
|
|
|
|
By timing of revenue recognition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services transferred over time |
|
$ |
77,264 |
|
|
$ |
72,660 |
|
|
$ |
231,946 |
|
|
$ |
210,432 |
|
|
|
|
|
|
Products and services transferred at a point in time |
|
15,519 |
|
|
19,827 |
|
|
46,237 |
|
|
60,044 |
|
|
|
|
|
|
Total |
|
$ |
92,783 |
|
|
$ |
92,487 |
|
|
$ |
278,183 |
|
|
$ |
270,476 |
|
|
|
|
|
Contract Balances
The following table provides information about receivables,
contract assets, contract liabilities and customer advances from
contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
As of |
|
(In thousands) |
|
September 30, 2022 |
|
December 31, 2021 |
|
Accounts receivable, net |
|
$ |
48,223 |
|
|
$ |
72,059 |
|
|
Current and non-current contract assets |
|
6,991 |
|
|
4,875 |
|
|
|
|
|
|
|
Current contract liabilities |
|
52,564 |
|
|
54,011 |
|
|
Current customer advances |
|
10,633 |
|
|
11,613 |
|
|
Non-current contract liabilities |
|
516 |
|
|
1,262 |
|
Significant changes in the current contract liabilities balance are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
(In thousands) |
2022 |
|
2021 |
|
Revenue recognized that was included in the opening contract
liabilities balance |
$ |
(47,662) |
|
|
$ |
(46,734) |
|
|
Cash received or amounts billed in advance and not recognized as
revenue |
46,969 |
|
|
41,160 |
|
Remaining Performance Obligations
As of September 30, 2022, approximately $195.0 million of
revenue is expected to be recognized from remaining performance
obligations that are unsatisfied (or partially unsatisfied) for
non-cancelable contracts with an original expected duration of
longer than one year. The Company expects to recognize revenue on
approximately 17% of these remaining performance obligations during
the remainder of 2022, approximately 45% in 2023, and approximately
19% in 2024, with the remainder recognized thereafter.
4.Goodwill
As of September 30, 2022, the Company concluded that it was
more likely than not that the estimated fair value of its reporting
unit was less than its carrying value. In its assessment, the
Company considered the decline in the Company's stock price and
market capitalization, among other factors. Accordingly, in
conjunction with its annual test as of October 1, 2022, the Company
performed a quantitative goodwill impairment test as of September
30, 2022, relying in part on the work of an independent valuation
firm engaged by the Company to provide inputs as to the fair value
of the reporting unit and to assist in the related calculations and
analysis.
The fair value of the reporting unit was determined using a
discounted cash flow model, supported by a market approach. The
Company's reporting unit did not pass the goodwill impairment test,
and as a result the Company recorded a $46.3 million impairment
charge for the three months ended September 30, 2022.
The change in the carrying value of goodwill is as
follows:
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
Balance as of December 31, 2020 |
$ |
418,327 |
|
|
|
Goodwill recognized from acquisition |
19,202 |
|
|
|
Translation adjustments |
(1,818) |
|
|
|
Balance as of December 31, 2021 |
$ |
435,711 |
|
|
|
Translation adjustments |
(3,166) |
|
|
|
Impairment charge |
(46,300) |
|
|
|
Balance as of September 30, 2022 |
$ |
386,245 |
|
|
|
|
|
|
|
|
|
|
|
5.Convertible
Redeemable Preferred Stock and Stockholders' Equity
2021 Issuance of Preferred Stock
On March 10, 2021, the Company issued and sold 82,527,609 shares of
Preferred Stock in exchange for aggregate gross proceeds of $204.0
million. Net proceeds from the Transactions totaled $187.9 million
after deducting issuance costs.
The Preferred Stock is convertible at the option of the holders at
any time into shares of Common Stock based on a conversion rate set
in accordance with the Certificate of Designations of the Preferred
Stock. The conversion right is subject to certain anti-dilution
adjustments and customary provisions related to partial dividend
periods. As of September 30, 2022, each share of Preferred
Stock would have been convertible into 1.019375 shares of Common
Stock, with such assumed conversion rate scheduled to return to
1.00 upon payment of accrued dividends on June 30,
2023.
As of September 30, 2022, no shares of Preferred Stock have
been converted into Common Stock.
The holders of Preferred Stock are entitled to participate in all
dividends declared on the Common Stock on an as-converted basis and
are also entitled to a cumulative dividend at the rate of 7.5% per
annum, payable annually in arrears and subject to increase under
certain circumstances. In addition, such holders are entitled to
request, and the Company will take all actions reasonably necessary
to pay, a one-time dividend ("Special Dividend") equal to the
highest dividend that the Company's Board determines can be paid at
the applicable time (or a lesser amount agreed upon by the
holders), subject to additional conditions and limitations set
forth in a Stockholders Agreement entered into by the Company and
the holders on March 10, 2021 (the "Stockholders Agreement"). As
set forth in the Stockholders Agreement, the Company may be
obligated to obtain debt financing in order to effectuate the
Special Dividend.
2019 Issuance and Sale of Common Stock and Warrants
On June 23, 2019, the Company entered into a Securities
Purchase Agreement with CVI, pursuant to which CVI agreed to
purchase (i) 2,728,513 shares of Common Stock (the "Initial
Shares"), at a price of $7.33 per share and (ii) Series A Warrants,
Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for
aggregate gross proceeds of $20.0 million (the "Private
Placement"). The Private Placement closed on June 26, 2019
(the "CVI Closing Date"). The Series B-1 Warrants and Series B-2
Warrants expired in 2020.
The Series C Warrants were exercised on October 10, 2019. As a
result of this exercise, the Company issued 2,728,513 shares of
Common Stock to CVI on October 14, 2019. In addition, the
number of shares issuable under the Company's Series A Warrants was
increased by 2,728,513.
The Series A Warrants are exercisable by the holders for a period
of five years from the CVI Closing Date and are currently
exercisable into 5,457,026 shares of Common Stock. The Series A
Warrants may be exercised for cash or through a net settlement
feature under certain circumstances.
The exercise price for the Series A Warrants is subject to
anti-dilution adjustment in certain circumstances, including upon
certain issuances of capital stock. Upon the issuance of the
Preferred Stock, the Company adjusted the exercise price of the
Series A Warrants from $12.00 to $2.4719 per share, the closing
price of the Transactions.
CVI will not have the right to exercise any warrant that would
result in CVI beneficially owning more than 4.99% of the
outstanding Common Stock after giving effect to such exercise. CVI
has the right, in its discretion, to raise this threshold up to
9.99% with 60 days' notice to the Company. In addition, if and to
the extent the exercise of any warrants would, together with the
issuances of the Initial Shares and the shares issued pursuant to
the exercise of any other warrants, result in the issuance of 20.0%
or more of the outstanding Common Stock of the Company on the CVI
Closing Date, the Company intends to, in lieu of issuing such
shares, settle the obligation to issue such shares in
cash.
The estimated fair value of the Series A Warrants as of
September 30, 2022 was $2.0 million. Refer to
Footnote
7,
Fair Value Measurements,
for information on the Level 3 inputs utilized for the
determination of the fair value of the warrants.
6.Debt
Revolving Credit Agreement
On May 5, 2021, the Company entered into a senior secured revolving
credit agreement (the "Revolving Credit Agreement") among the
Company, as borrower, certain subsidiaries of the Company, as
guarantors, Bank of America N.A., as administrative agent (in such
capacity, the "Agent"), and the lenders from time to time party
thereto.
The Revolving Credit Agreement had an original borrowing capacity
equal to $25.0 million and bore interest on borrowings at a
Eurodollar Rate (as defined in the Revolving Credit Agreement) that
was based on LIBOR. The Company may also request the issuance of
letters of credit under the Revolving Credit Agreement in an
aggregate amount up to $5.0 million, which reduces the amount of
available borrowings by the amount of such issued and outstanding
letters of credit. The facility has a maturity of three years from
the closing date of the agreement.
On February 25, 2022, the Company entered into an amendment (the
"Amendment") to the Revolving Credit Agreement to expand its
aggregate borrowing capacity from $25.0 million to $40.0 million.
The Amendment also replaced the Eurodollar Rate with a SOFR-based
interest rate and modified the Applicable Rate definition in the
Revolving Credit Agreement to increase the Applicable Rate payable
on SOFR-based loans to 2.50% until the date a compliance
certificate is received for the quarter ending March 31, 2023, with
such Applicable Rate thereafter reducing to
2.25%.
The Amendment also modified certain financial covenants under the
Revolving Credit Agreement. As amended, the Revolving Credit
Agreement requires the Company to maintain:
•minimum
Consolidated EBITDA (as defined in the Revolving Credit Agreement)
of not less than $20.0 million for the most recently ended
four fiscal quarter period, tested as of the last day of each
fiscal quarter ending on or before December 31, 2022;
•a
minimum Consolidated Asset Coverage Ratio (as defined in the
Revolving Credit Agreement) of not less than 1.5 to 1.0, tested as
of the last day of each fiscal quarter ending on or before December
31, 2022; and
•a
minimum Consolidated Fixed Charge Coverage Ratio (as defined in the
Revolving Credit Agreement) of not less than 1.25 to 1.0 for the
most recently ended four fiscal quarter period, tested as of the
last day of each fiscal quarter ending on or after March 31,
2023.
Additionally, the Revolving Credit Agreement contains restrictive
covenants that limit the Company's ability to, among other things,
incur additional indebtedness or liens, make investments and loans,
enter into mergers and acquisitions, make or declare dividends and
other payments,
enter into certain contracts, sell assets and engage in
transactions with affiliates. The Revolving Credit Agreement is
also subject to customary events of default, including a change in
control. If an event of default occurs and is continuing, the Agent
or the Required Lenders may accelerate any amounts outstanding and
terminate lender commitments. The Company is in compliance with the
covenants under the amended Revolving Credit Agreement as of
September 30, 2022.
The Revolving Credit Agreement is guaranteed by the Company and its
domestic subsidiaries (other than Excluded Subsidiaries (as defined
in the Revolving Credit Agreement)) and is secured by a first lien
security interest in substantially all assets of the Company and
its domestic subsidiaries (other than Excluded Subsidiaries),
subject to certain customary exclusions.
As of September 30, 2022, the Company had outstanding
borrowings of $16.0 million, and issued and outstanding letters of
credit of $3.4 million, under the amended Revolving Credit
Agreement, with remaining borrowing capacity of $20.6
million.
Senior Secured Convertible Notes and Financing
Derivatives
During 2018, the Company entered into certain agreements with funds
affiliated with or managed by Starboard Value LP (collectively,
"Starboard"), pursuant to which the Company issued and sold to
Starboard a total of $204.0 million in Notes, as well as warrants
to purchase shares of the Company's Common Stock. The warrants were
exercised in full by Starboard in 2019.
The Notes contained, among other features, an interest rate reset
feature which the Company determined represented an embedded
derivative that must be bifurcated and accounted for separately
from the Notes. This feature reset the interest rate on the Notes
based on the trading price of the Company's Common
Stock.
Interest on the Notes was payable on a quarterly basis in arrears,
at the option of the Company, in cash, or, subject to certain
conditions, through the issuance by the Company of additional
shares of Common Stock ("PIK Interest Shares"). On January 25,
2021, the Company paid quarterly accrued interest of $6.1 million
through the issuance of 2,802,454 PIK Interest Shares.
In connection with the Transactions described in
Footnote
5,
Convertible Redeemable Preferred Stock and Stockholders'
Equity,
the Company used cash proceeds of $204.0 million from the
issuance of shares of its Preferred Stock to extinguish the Notes
and related financing derivatives on March 10, 2021. The Company
also issued 3,150,000 additional shares to Starboard (the
"Conversion Shares"), as additional creditor consideration, which
were valued at $9.6 million. Lastly, the Company paid interest
accrued of $4.7 million for the period from January 1, 2021 to
March 10, 2021 through the issuance of 1,363,327 PIK Interest
Shares.
The Company recorded a loss on extinguishment of the Notes of
$9.3 million during the three months ended March 31,
2021.
Secured Term Note
During 2019, the Company's wholly owned subsidiary, Rentrak B.V.,
entered into an agreement with several third parties for the
Secured Term Note in exchange for gross proceeds of
$13.0 million.
The Secured Term Note included a redemption feature which, upon the
occurrence of certain fundamental transactions, would require the
Company to redeem the Secured Term Note in full, plus accrued
interest, and remit a prepayment premium equal to the remaining
contractual interest cash flows (the "interest make-whole
redemption"). The Company determined this feature represented an
embedded derivative that must be bifurcated and accounted for
separately from the Secured Term Note.
In connection with the Transactions described in
Footnote
5,
Convertible Redeemable Preferred Stock and Stockholders'
Equity,
the Company used restricted cash from its balance sheet to
extinguish the Secured Term Note and interest make-whole redemption
on March 10, 2021, of which $13.0 million and
$1.0 million were for principal repayments and settlement of
the interest make-whole redemption, respectively.
The Company recorded a loss on extinguishment of the Secured Term
Note of $0.3 million during the three months ended March 31,
2021.
7.Fair
Value Measurements
The Company's financial instruments measured at fair value in the
accompanying Condensed Consolidated Balance Sheets on a recurring
basis consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
As of |
|
|
September 30, 2022 |
|
December 31, 2021 |
|
(In thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
(1)
|
$ |
447 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
447 |
|
|
$ |
2,429 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration liability
(2)
|
$ |
— |
|
|
$ |
8,047 |
|
|
$ |
— |
|
|
$ |
8,047 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,600 |
|
|
$ |
5,600 |
|
|
Warrants liability
(3)
|
— |
|
|
— |
|
|
2,049 |
|
|
2,049 |
|
|
— |
|
|
— |
|
|
10,520 |
|
|
10,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
$ |
— |
|
|
$ |
8,047 |
|
|
$ |
2,049 |
|
|
$ |
10,096 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
16,120 |
|
|
$ |
16,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Level 1 cash equivalents are invested in money market funds that
are intended to maintain a stable net asset value of $1.00 per
share by investing in liquid, high quality U.S. dollar-denominated
money market instruments with maturities less than three
months.
(2)
The fair value of this liability as of September 30, 2022 is
derived from a technique which utilizes market-corroborated inputs
that result in classification as a Level 2 fair value measurement
as of such date. The fair value of this liability as of
December 31, 2021 was derived from techniques which utilize
inputs, certain of which are significant and unobservable, that
result in classification as a Level 3 fair value measurement as of
such date. The current and non-current portions of the contingent
consideration liability are classified within other current and
non-current liabilities in the Condensed Consolidated Balance
Sheets. The current portion of the contingent consideration
liability was $3.6 million and $1.0 million as of
September 30, 2022 and December 31, 2021, respectively.
The non-current portion of the contingent consideration liability
was $4.4 million and $4.6 million as of
September 30, 2022 and December 31, 2021,
respectively.
(3)
The fair value of this liability is derived from a technique
which utilizes inputs, certain of which are significant and
unobservable, that result in classification as a Level 3 fair value
measurement. Warrants liability includes only the Series A warrants
as of September 30, 2022 and December 31,
2021.
For the quarter ended September 30, 2022, the Company recorded
a goodwill impairment charge of $46.3 million. Refer to
Footnote
4,
Goodwill
for further details. The remeasurement of goodwill is classified as
a non-recurring Level 3 fair value assessment due to the
significance of unobservable inputs developed in the determination
of the fair value. The Company used a discounted cash flow model to
determine the estimated fair value of the reporting unit. The
Company made estimates and assumptions regarding future cash flows,
discount rates, long-term growth rates and market values to
determine the reporting unit's estimated fair value. It is possible
that future changes in such circumstances, or in the variables
associated with the judgments, assumptions and estimates used in
assessing the fair value of the reporting unit, would require the
Company to record additional non-cash impairment
charges.
The elimination of the option pricing model used to value the
contingent consideration liability reflected a change in the
Company's valuation technique during the three months ended June
30, 2022. There were no other changes to the Company's valuation
techniques or methodologies during the three and nine months ended
September 30, 2022 or 2021.
The following tables present the changes in the Company's recurring
Level 3 fair valued instruments for the nine months ended September
30, 2022 and 2021, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
Contingent Consideration Liability |
|
|
|
|
|
Warrants Liability |
|
Balance as of December 31, 2021 |
|
$ |
5,600 |
|
|
|
|
|
|
$ |
10,520 |
|
|
|
|
|
|
|
|
|
|
|
Total loss (gain) recognized due to remeasurement
(1)
|
|
2,348 |
|
|
|
|
|
|
(8,471) |
|
|
Transfer to Level 2
(2)
|
|
(7,948) |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2022 |
|
$ |
— |
|
|
|
|
|
|
$ |
2,049 |
|
(1)
The loss due to remeasurement of the contingent consideration
liability was recorded in general and administrative expense, and
the gain on remeasurement of the warrants liability was recorded in
other income (expense), net, in the Condensed Consolidated
Statements of Operations and Comprehensive (Loss)
Income.
(2)
The transfer was due to the resolution of the contingency regarding
the amount of consideration payable. Transfers between levels of
the fair value hierarchy are recognized at the beginning of the
reporting period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
Interest Make-whole Derivative Liability |
|
Financing Derivative Liabilities |
|
Warrants Liability |
|
Balance as of December 31, 2020 |
$ |
871 |
|
|
$ |
11,300 |
|
|
$ |
2,831 |
|
|
|
|
|
|
|
|
Total loss (gain) recognized due to remeasurement
(1)
|
150 |
|
|
(1,800) |
|
|
10,938 |
|
|
Settlement or derecognition upon extinguishment of host debt
(2)
|
(1,021) |
|
|
(9,500) |
|
|
— |
|
|
Balance as of September 30, 2021 |
$ |
— |
|
|
$ |
— |
|
|
$ |
13,769 |
|
(1)
All losses and gains were recorded in other income (expense), net
in the Condensed Consolidated Statements of Operations and
Comprehensive (Loss) Income.
(2)
Refer to
Footnote
6,
Debt
for additional information on the extinguishment of the Notes and
Secured Term Note.
The following table displays the valuation technique and the
significant inputs, certain of which are unobservable, for the
Company's Level 3 liabilities that existed as of September 30,
2022 and December 31, 2021 that are measured at fair value on
a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
Significant Valuation Technique |
|
Significant Valuation Inputs |
|
September 30, 2022 |
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liability |
|
Option pricing |
|
Stock price |
|
$1.65 |
|
$3.34 |
|
|
|
|
|
Exercise price |
|
$2.47 |
|
$2.47 |
|
|
|
|
|
Volatility |
|
65.0% |
|
85.0% |
|
|
|
|
|
Term |
|
1.74 years
|
|
2.49 years
|
|
|
|
|
|
Risk-free rate |
|
4.2% |
|
0.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The primary sensitivities in the valuation of the warrants
liability are driven by the Common Stock price at the measurement
date and the expected volatility of the Common Stock over the
remaining term.
8.Accrued
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
As of |
|
(In thousands) |
|
September 30, 2022 |
|
December 31, 2021 |
|
|
|
|
|
|
Accrued data costs |
|
$ |
16,171 |
|
|
$ |
18,116 |
|
|
Payroll and payroll-related |
|
12,730 |
|
|
16,272 |
|
|
|
|
|
|
|
Professional fees |
|
1,989 |
|
|
2,978 |
|
|
Restructuring accrual |
|
4,504 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
6,248 |
|
|
7,898 |
|
|
|
|
|
|
|
Total accrued expenses |
|
$ |
41,642 |
|
|
$ |
45,264 |
|
9.Related
Party Transactions
Transactions with WPP plc
As of September 30, 2022 (based on public filings), WPP plc
and its affiliates ("WPP") owned 11,319,363 shares of the Company's
outstanding Common Stock, representing 12.3% of the outstanding
Common Stock. The Company provides WPP, in the normal course of
business, services amongst its different product lines and receives
various services from WPP supporting the Company's data collection
efforts.
The Company's results from transactions with WPP, as reflected in
the Condensed Consolidated Statements of Operations and
Comprehensive (Loss) Income, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
(In thousands) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Revenues |
$ |
2,782 |
|
|
$ |
3,467 |
|
|
$ |
9,492 |
|
|
$ |
10,080 |
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
2,417 |
|
|
2,580 |
|
|
6,791 |
|
|
9,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has the following balances related to transactions with
WPP, as reflected in the Condensed Consolidated Balance
Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
As of |
|
(In thousands) |
September 30, 2022 |
|
December 31, 2021 |
|
Assets |
|
|
|
|
Accounts receivable, net |
$ |
867 |
|
|
$ |
3,506 |
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
Accounts payable |
$ |
2,117 |
|
|
$ |
1,395 |
|
|
Accrued expenses |
337 |
|
|
740 |
|
|
Contract liabilities |
1,476 |
|
|
3,403 |
|
|
Other non-current liabilities |
384 |
|
|
1,582 |
|
Transactions with Charter, Qurate and Pine
Charter, Qurate (through an affiliate) and Pine each hold 33.3% of
the outstanding shares of Preferred Stock, which are entitled to
convert into shares of Common Stock and to vote as a single class
with the holders of the Common Stock as set forth in the
Certificate of Designations. As of September 30, 2022 (based on
public filings), Pine also owned 438,088 shares of the Company's
outstanding Common Stock, representing 0.5% of the outstanding
Common Stock. In addition, Charter, Qurate and Pine each designated
two members of the Company's Board in accordance with the
Stockholders Agreement.
As of September 30, 2022 and December 31, 2021, Charter,
Qurate and Pine each owned 27,509,203 shares of the Company's
outstanding Preferred Stock. On June 30, 2022, in accordance with
the Certificate of Designations, the Company made cash dividend
payments totaling $15.5 million to the holders of the Preferred
Stock, representing dividends accrued for the period from June 30,
2021 through June 29, 2022. Accrued dividends to the holders of
Preferred Stock as of September 30, 2022 were $4.0 million.
The next scheduled dividend payment date for the Preferred Stock is
June 30, 2023.
Concurrent with the closing of the Transactions on March 10, 2021,
the Company entered into a ten-year Data License Agreement ("DLA")
with Charter Communications Operating, LLC ("Charter Operating"),
an affiliate of Charter. Under the DLA, Charter Operating will bill
the Company for license fees according to a payment schedule that
gradually increases from $10.0 million in the first year of
the term to $32.3 million in the tenth year of the term. The
Company recognizes expense for the license fees ratably over the
term. On November 6, 2022, the Company and Charter Operating
entered into an amendment to the DLA, pursuant to which the Company
will receive license fee credits totaling $7.0 million. Refer
to
Footnote
12,
Subsequent Events
for additional information about the amendment.
The Company's results from transactions with Charter and its
affiliates, as reflected in the Condensed Consolidated Statements
of Operations and Comprehensive (Loss) Income, are detailed
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
(In thousands) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
Revenues |
$ |
501 |
|
|
$ |
487 |
|
|
$ |
1,773 |
|
|
$ |
1,366 |
|
|
Cost of revenues |
5,521 |
|
|
5,529 |
|
|
16,588 |
|
|
16,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has the following liability balances related to
transactions with Charter and its affiliates, as reflected in the
Condensed Consolidated Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
As of |
|
(In thousands) |
|
September 30, 2022 |
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
10,692 |
|
|
$ |
5,180 |
|
|
Accrued expenses |
|
4,083 |
|
|
3,377 |
|
|
|
|
|
|
|
Non-current portion of accrued data costs |
|
14,066 |
|
|
7,843 |
|
|
|
|
|
|
The Company recognized revenues of $0.2 million during the three
months ended September 30, 2022 and 2021, and $0.6 million and $0.6
million during the nine months ended September 30, 2022 and 2021,
respectively, from transactions with Qurate and its affiliates in
the normal course of business as reflected in the Condensed
Consolidated Statements of Operations and Comprehensive (Loss)
Income.
The Company had no transactions, other than the issuance of shares
of Preferred Stock and related matters, with Pine for the three and
nine months ended September 30, 2022 and 2021.
Transactions with Starboard
In 2018, the Company entered into certain agreements with
Starboard, then a beneficial owner of more than 5.0% of the
Company's outstanding Common Stock. Refer to
Footnote
6,
Debt,
for further information regarding these agreements and the
Company's issuance of Notes to Starboard in 2018. As a result of
these agreements and the transactions contemplated thereby,
Starboard ceased to be a beneficial owner of more than 5.0% of the
Company's outstanding Common Stock in January 2018. In addition,
pursuant to a prior agreement with Starboard, the Company provided
Starboard the right to designate certain members to the Company's
Board. As of December 31, 2018, Starboard had no remaining right to
designate any directors to the Board. As of September 30,
2022, there were no directors remaining on the Board who were
designated by Starboard.
In connection with the extinguishment of the Notes on March 10,
2021, the Company issued 3,150,000 Conversion Shares to Starboard
valued at $9.6 million as discussed in
Footnote
6,
Debt,
which amount was included as a component of loss on extinguishment
of debt in the Condensed Consolidated Statement of Operations and
Comprehensive Loss.
The Company recorded interest expense, inclusive of non-cash
accretion of issuance discount and deferred financing costs,
related to the Notes of $6.6 million during the three months ended
March 31, 2021.
The Company had no outstanding balances related to Starboard as of
September 30, 2022 or December 31, 2021.
10.Organizational
Restructuring
On September 29, 2022, the Company communicated a workforce
reduction as part of its broader efforts to improve cost efficiency
and better align its operating structure and resources with
strategic priorities (collectively, the "Restructuring Plan"). In
addition to employee terminations, the Restructuring Plan is
expected to include the reallocation of commercial and product
development resources; reinvestment in and modernization of key
technology platforms; consolidation of data storage and processing
activities to reduce the Company's data center footprint; and
reduction of other operating expenses, including software and
facility costs. The Company may also determine to exit certain
activities in certain geographic regions in order to more
effectively align resources with business priorities. In connection
with the Restructuring Plan, which was authorized by the Board on
September 19, 2022, the Company will incur certain exit-related
costs. These costs are currently estimated to range between
$13 million and $18 million. The Company expects
implementation of the Restructuring Plan, including cash payments,
to be substantially complete in the fourth quarter of
2023.
The table below summarizes the balance of the restructuring
liability as of September 30, 2022, which is recorded in
accrued expenses in the Condensed Consolidated Balance Sheets, and
the changes in the accrued amounts for the nine months ended
September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
Severance and Related Costs |
|
Other |
|
Total Restructuring Expense |
|
Restructuring expense |
|
$ |
4,552 |
|
|
$ |
1,232 |
|
|
$ |
5,784 |
|
|
Payments |
|
— |
|
|
(250) |
|
|
(250) |
|
|
Foreign exchange |
|
(48) |
|
|
— |
|
|
(48) |
|
|
Balance as of September 30, 20221
|
|
$ |
4,504 |
|
|
$ |
982 |
|
|
$ |
5,486 |
|
(1)