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EX-99.2 - EX-99.2 - COMSCORE, INC.exhibit992-pressreleas.htm
8-K - 8-K - COMSCORE, INC.scor-20201109.htm
Exhibit 99.1

comscorelogocolora141a.jpg
FOR IMMEDIATE RELEASE

Comscore Reports Third Quarter 2020 Results
Television Revenue Rebounds During Pandemic
Continued Momentum with TV, Digital and Agency Clients
RESTON, Va., November 9, 2020 - Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, today reported financial results for the quarter ended September 30, 2020.
Third Quarter 2020 Financial Highlights
Revenue of $88.0 million compared to $94.3 million in the third quarter of 2019
Net loss of $11.1 million, or $(0.16) per share compared to a net loss of $10.6 million, or $(0.16) per share in the third quarter of 2019
Adjusted EBITDA of $7.3 million compared to $6.4 million in the third quarter of 2019
Recent Key Renewals, Partnerships and New Business Developments
Awarded three new patents: device co-location identification, household device identification, household viewership aggregation
Local TV – Graham Media Group, Morgan Murphy and Weigel Broadcasting
National TV – Secured renewal of ESPN’s SEC Network and expanded to include the ACC Network
Syndicated Digital – News Break, Nextdoor, The Orchard, Truex, and World Surf League
Activation – Launched advanced streaming behavior segments in Tru Optik Data Marketplace
Agency – Canvas Worldwide and exclusive agreement with Pinnacle (a major agency representing WeatherTech and others)
OnDemand – STX Entertainment and Open Road Films
Connected TV – Partnered with Samba to expand TV footprint and deliver international CTV measurement – signed first major client in EU
Movies – Secured renewals with over a dozen customers and launched next-generation movie theater management system, signed by Marcus Theatres, fourth largest U.S. theater operator with over 1,100 screens
Gaming – Twitch expansion for eSports and Gaming
“I am pleased with the progress Comscore made during the third quarter, despite market conditions that remained challenging. Our TV product grew revenue high single digit percentage year-over-year in the quarter, Addressable continued to expand, and we continued to generate higher levels of adjusted EBITDA compared to the prior year,” said Bill Livek, CEO and Executive Vice Chairman of Comscore. “Thus far in 2020, we have recognized more than a $22 million positive swing in adjusted EBITDA due to financial discipline, and we remain well-positioned when the impact of the pandemic eases.”
“As we look to 2021, Comscore is poised to win the future of media measurement with a host of new products centered around a new impressions-based currency with enhanced advertising capabilities. These and other solutions position Comscore to drive long-term value for our media industry partners and shareholders,” Livek concluded.
Third Quarter Summary Results
Revenue in the third quarter of 2020 was $88.0 million, compared to $94.3 million in the year-ago quarter. Ratings and Planning revenue was $62.7 million in the third quarter of 2020, compared to $65.3 million in the year-ago quarter. The decrease was driven by lower revenue from syndicated digital partially offset by higher TV revenue. National TV revenue rose compared to the third quarter of last year due in part to the Company's new partnership with LiveRamp. Local TV revenue was flat compared to the prior year; however, Local TV added and renewed a number of clients in the quarter.



Analytics and Optimization revenue was $17.4 million in the third quarter of 2020 compared to $18.3 million in the year-ago quarter. The decrease was due in part to lower Custom, Lift and Survey revenue compared to the prior year, partially offset by higher Activation revenue which also rebounded sequentially from the second quarter of 2020 when it was impacted by lower ad spending from the pandemic.
Movies Reporting and Analytics revenue was $7.8 million in the third quarter of 2020 compared to $10.7 million in the year-ago quarter. Revenue continues to be impacted by ongoing theater closures. We expect theater closures to continue affecting Movies revenue until theaters reopen at scale.
Expenses from cost of revenues, sales and marketing, research and development and general and administrative were $85.2 million compared to $95.9 million in the year-ago quarter. The decrease relates to a significant reduction in compensation expense due to lower headcount, as well as lower facility costs, professional fees and other general operating expenses. A portion of this reduction relates to temporary actions the Company implemented to reduce costs given the current economic uncertainty.
Net loss for the third quarter of 2020 was $11.1 million, or $(0.16) per share, compared to a net loss of $10.6 million, or $(0.16) per share reported in the year-ago quarter.
For the third quarter of 2020, non-GAAP adjusted EBITDA was $7.3 million, compared to adjusted EBITDA of $6.4 million in the year-ago quarter. Adjusted EBITDA excludes stock-based compensation expense; impairment charges; investigation, litigation and legacy audit-related expense; restructuring expense; change in fair value of financing derivatives, warrants liability and equity securities investment; and other items as presented in the accompanying tables.
Balance Sheet and Liquidity
As of September 30, 2020, cash, cash equivalents and restricted cash totaled $51.8 million, including $19.6 million in restricted cash. Total debt principal as of September 30, 2020, including $204.0 million of senior secured convertible notes, was $223.2 million.
Conference Call Information for today, Monday, November 9th at 5:00 p.m. ET
Management will provide commentary on the Company's results in a conference call today at 5:00 p.m. ET. To access the call, dial +1 844-229-7593 (domestic) or +1 314-888-4258 (international) and reference conference ID # 1886568. Participants are advised to dial in at least 10 minutes prior to the call to register. Additionally, a live webcast of the conference call will be available on the Investor Relations section of the Company's website at ir.comscore.com/events-presentations. Following the conference call, a replay will be available by dialing +1 855-859-2056 (domestic) or +1 404-537-3406 (international) with passcode # 1886568. The replay will also be available via webcast at ir.comscore.com/events-presentations.
About Comscore
Comscore is a trusted partner for planning, transacting and evaluating media across platforms. With a data footprint that combines digital, linear TV, over-the-top and theatrical viewership intelligence with advanced audience insights, Comscore allows media buyers and sellers to quantify their multiscreen behavior and make business decisions with confidence. A proven leader in measuring digital and TV audiences and advertising at scale, Comscore is the industry's emerging, third-party source for reliable and comprehensive cross-platform measurement.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, Comscore's expectations, forecasts, plans and opinions regarding continued momentum with TV, digital and agency clients; the impact of the Covid-19 pandemic on the Company's business, customers and the broader media industry; the impact of movie theater closures; new and enhanced products; adjusted EBITDA achievement; creation of long-term shareholder and partner value; cost reductions; and growth opportunities, market positioning and strategy. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, the scope and duration of the Covid-19 pandemic and related government mandates, changes in consumer behavior, customer payment collections, contract execution and renewals, external market conditions, and Comscore's ability to achieve its expected strategic, financial and operational plans. For additional discussion of risk factors, please refer to Comscore's respective Annual Reports on Form 10-K, Quarterly Reports on



Form 10-Q, and other filings that Comscore makes from time to time with the U.S. Securities and Exchange Commission (the "SEC"), which are available on the SEC's website (www.sec.gov).
Investors are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Comscore does not intend or undertake, and expressly disclaims, any duty or obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.
Use of Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we are disclosing herein non-GAAP net income (loss) and adjusted EBITDA, which are non-GAAP financial measures used by our management to understand and evaluate our core operating performance and trends. We believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results, as they permit our investors to view our core business performance using the same metrics that management uses to evaluate our performance. Nevertheless, our use of these non-GAAP financial measures has limitations as an analytical tool, and investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Instead, you should consider these measures alongside GAAP-based financial performance measures, net income (loss), various cash flow metrics, and our other GAAP financial results. Set forth below are reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. These reconciliations should be carefully evaluated.

Press
Neil Ripley
Comscore, Inc.
646-746-0579
press@comscore.com
Investors
Christopher Ferris
Comscore, Inc.
212-277-6547
cferris@comscore.com



COMSCORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
As ofAs of
 September 30, 2020December 31, 2019
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$32,221 $46,590 
Restricted cash19,613 20,183 
Accounts receivable, net of allowances of $2,763 and $1,919, respectively59,808 71,853 
Prepaid expenses and other current assets16,217 15,357 
Total current assets127,859 153,983 
Property and equipment, net 31,269 31,693 
Operating right-of-use assets30,216 36,689 
Other non-current assets4,641 2,979 
Deferred tax assets 2,131 2,374 
Intangible assets, net 59,041 79,559 
Goodwill 417,065 416,418 
Total assets$672,222 $723,695 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable$42,130 $44,804 
Accrued expenses 47,593 55,507 
Contract liabilities50,040 58,158 
Customer advances8,483 9,886 
Warrants liability1,960 7,725 
Current operating lease liabilities6,886 6,764 
Other current liabilities5,549 7,393 
Total current liabilities162,641 190,237 
Secured term note12,565 12,463 
Financing derivatives 14,700 21,587 
Senior secured convertible notes 190,533 184,075 
Non-current operating lease liabilities37,868 42,497 
Non-current contract liabilities4,026 291 
Deferred tax liabilities501 287 
Other non-current liabilities 15,434 13,284 
Total liabilities438,268 464,721 
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at September 30, 2020 and December 31, 2019; no shares issued or outstanding as of September 30, 2020 and December 31, 2019— — 
Common stock, $0.001 par value per share; 150,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 78,077,140 shares issued and 71,312,344 shares outstanding as of September 30, 2020, and 76,829,926 shares issued and 70,065,130 shares outstanding as of December 31, 201971 70 
Additional paid-in capital1,617,602 1,609,358 
Accumulated other comprehensive loss(10,892)(12,333)
Accumulated deficit(1,142,843)(1,108,137)
Treasury stock, at cost, 6,764,796 shares as of September 30, 2020 and December 31, 2019(229,984)(229,984)
Total stockholders' equity233,954 258,974 
Total liabilities and stockholders' equity$672,222 $723,695 



COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except share and per share data)
 Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Revenues $87,952 $94,300 $266,046 $293,482 
Cost of revenues (1) (2)
46,466 47,390 137,213 152,791 
Selling and marketing (1) (2)
17,131 20,421 52,351 68,590 
Research and development (1) (2)
9,501 14,064 29,402 49,163 
General and administrative (1) (2)
12,136 14,064 41,420 50,541 
Amortization of intangible assets6,750 6,970 20,514 23,151 
Restructuring (1)
— 2,270 — 5,149 
Investigation and audit related — 980 — 4,176 
Settlement of litigation, net— (2,100)— 2,900 
Impairment of right-of-use and long-lived assets— — 4,671 — 
Impairment of goodwill— — — 224,272 
Impairment of intangible asset— — — 17,308 
Total expenses from operations91,984 104,059 285,571 598,041 
Loss from operations(4,032)(9,759)(19,525)(304,559)
Interest expense, net(9,027)(8,175)(26,729)(23,176)
Other income, net4,191 6,733 12,862 6,621 
(Loss) gain from foreign currency transactions(2,012)1,194 (2,152)768 
Loss before income taxes(10,880)(10,007)(35,544)(320,346)
Income tax (provision) benefit(241)(552)838 2,740 
Net loss$(11,121)$(10,559)$(34,706)$(317,606)
Net loss per common share:
Basic and diluted$(0.16)$(0.16)$(0.49)$(5.16)
Weighted-average number of shares used in per share calculation - Common Stock:
Basic and diluted71,222,122 64,157,167 70,638,292 61,603,357 
Comprehensive loss:
Net loss$(11,121)$(10,559)$(34,706)$(317,606)
Other comprehensive loss:
Foreign currency cumulative translation adjustment2,750 (2,950)1,441 (2,894)
Total comprehensive loss$(8,371)$(13,509)$(33,265)$(320,500)
(1) Stock-based compensation expense is included in the line items above as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Cost of revenues$503 $396 $1,199 $1,880 
Selling and marketing625 756 1,954 3,159 
Research and development386 469 817 1,863 
General and administrative1,010 1,392 3,558 7,368 
Restructuring— 129 — (137)
Total stock-based compensation expense$2,524 $3,142 $7,528 $14,133 
(2) Excludes amortization of intangible assets, which is presented as a separate line item.



COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Nine Months Ended September 30,
20202019
Operating activities:
Net loss$(34,706)$(317,606)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation10,317 9,447 
Non-cash operating lease expense4,195 3,987 
Amortization expense of finance leases1,209 1,974 
Amortization of intangible assets 20,514 23,151 
Bad debt expense1,664 657 
Impairment of goodwill— 224,272 
Impairment of intangible asset— 17,308 
Stock-based compensation7,528 14,133 
Deferred tax provision (benefit)254 (3,951)
Change in fair value of financing derivatives(6,887)(2,900)
Change in fair value of warrants liability(5,765)(4,893)
Change in fair value of investment in equity securities— 2,324 
Impairment of right-of-use and long-lived assets4,671 — 
Non-cash interest expense on senior secured convertible notes3,060 17,374 
Accretion of debt discount5,550 4,607 
Amortization of deferred financing costs1,140 795 
Changes in operating assets and liabilities:
Accounts receivable10,675 14,951 
Prepaid expenses and other assets(2,918)2,115 
Accounts payable, accrued expenses and other liabilities(12,380)6,913 
Contract liabilities and customer advances(5,180)(11,748)
Operating lease liabilities(4,784)(6,034)
Net cash used in operating activities(1,843)(3,124)
Investing activities:
Proceeds from sale of investment in equity securities
— 3,776 
Purchases of property and equipment(200)(2,810)
Capitalized internal-use software costs(11,428)(8,800)
Net cash used in investing activities(11,628)(7,834)
Financing activities:
Proceeds from private placement, net of issuance costs paid— 19,769 
Proceeds from sale-leaseback financing transaction— 4,252 
Proceeds from the exercise of stock options142 1,191 
Payments for taxes related to net share settlement of equity awards(76)(1,227)
Principal payments on finance leases(1,284)(2,080)
Principal payments on software license arrangements(258)(1,997)
Net cash (used in) provided by financing activities(1,476)19,908 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(658)
Net (decrease) increase in cash, cash equivalents and restricted cash(14,939)8,292 
Cash, cash equivalents and restricted cash at beginning of period66,773 50,198 
Cash, cash equivalents and restricted cash at end of period$51,834 $58,490 
As of September 30,
20202019
Cash and cash equivalents$32,221 $53,839 
Restricted cash19,613 4,651 
Total cash, cash equivalents and restricted cash $51,834 $58,490 



Reconciliation of Non-GAAP Financial Measures
The following table presents a reconciliation of net loss (GAAP) to adjusted EBITDA for each of the periods identified:
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2020 (Unaudited)2019 (Unaudited)2020 (Unaudited)2019 (Unaudited)
Net loss (GAAP)$(11,121)$(10,559)$(34,706)$(317,606)
Interest expense, net9,027 8,175 26,729 23,176 
Amortization of intangible assets6,750 6,970 20,514 23,151 
Depreciation3,529 3,336 10,317 9,447 
Amortization expense of finance leases425 613 1,209 1,974 
Income tax provision (benefit)241 552 (838)(2,740)
EBITDA8,851 9,087 23,225 (262,598)
Adjustments:
Stock-based compensation expense2,524 3,013 7,528 14,270 
Restructuring— 2,270 — 5,149 
Investigation and audit related — 980 — 4,176 
Private placement issuance cost — (416)— 738 
Settlement of certain litigation, net— (2,100)— 2,900 
Impairment of right-of-use and long-lived assets— — 4,671 — 
Impairment of goodwill— — — 224,272 
Impairment of intangible asset— — — 17,308 
Other income, net (1)
(4,072)(6,385)(12,506)(5,469)
Adjusted EBITDA $7,303 $6,449 $22,918 $746 
(1) Adjustments to other income, net, reflect non-cash changes in the fair value of financing derivatives, warrants liability and equity securities investment included in other income, net and certain legal expenses defined by the senior secured convertible notes and classified as general and administrative expenses on our Condensed Consolidated Statements of Operations and Comprehensive Loss. We sold our investment in equity securities in 2019.
The following table presents a reconciliation of net loss (GAAP) to non-GAAP net loss for each of the periods identified:
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands)2020 (Unaudited)2019 (Unaudited)2020 (Unaudited)2019 (Unaudited)
Net loss (GAAP)$(11,121)$(10,559)$(34,706)$(317,606)
Adjustments:
Amortization of intangible assets 6,750 6,970 20,514 23,151 
Stock-based compensation expense2,524 3,013 7,528 14,270 
Restructuring— 2,270 — 5,149 
Investigation and audit related — 980 — 4,176 
Private placement issuance cost— (416)— 738 
Settlement of certain litigation, net— (2,100)— 2,900 
Impairment of right-of-use and long-lived assets— — 4,671 — 
Impairment of goodwill— — — 224,272 
Impairment of intangible asset— — — 17,308 
Other income, net (1)
(4,072)(6,385)(12,506)(5,469)
Non-GAAP net loss$(5,919)$(6,227)$(14,499)$(31,111)
(1) Adjustments to other income, net, reflect non-cash changes in the fair value of financing derivatives, warrants liability and equity securities investment included in other income, net and certain legal expenses defined by the senior secured convertible notes and classified as general and administrative expenses on our Condensed Consolidated Statements of Operations and Comprehensive Loss. We sold our investment in equity securities in 2019.
We do not provide GAAP net income (loss) on a forward-looking basis because we are unable to predict with reasonable certainty our future stock-based compensation expense, litigation and restructuring expense, fair value adjustments for financing derivatives and warrants, variable interest expense for outstanding senior secured convertible notes, and any unusual gains or losses without unreasonable effort. These items are uncertain, depend on various factors, and could be material to results computed in accordance with GAAP. For this reason, we are unable without unreasonable effort to provide a reconciliation of adjusted EBITDA or non-GAAP net loss to the most directly comparable GAAP measure, GAAP net income (loss), on a forward-looking basis.



Revenues
Revenues from our three offerings of products and services are as follows:
 Three Months Ended September 30,
(In thousands)2020 (Unaudited)% of Revenue2019 (Unaudited)% of Revenue$ Variance% Variance
Ratings and Planning$62,718 71.3 %$65,334 69.3 %$(2,616)(4.0)%
Analytics and Optimization17,432 19.8 %18,252 19.3 %(820)(4.5)%
Movies Reporting and Analytics7,802 8.9 %10,714 11.4 %(2,912)(27.2)%
Total revenues$87,952 100.0 %$94,300 100.0 %$(6,348)(6.7)%

Nine Months Ended September 30,
(In thousands)2020 (Unaudited)% of Revenue2019 (Unaudited)% of Revenue$ Variance% Variance
Ratings and Planning$190,018 71.4 %$204,833 69.8 %$(14,815)(7.2)%
Analytics and Optimization49,827 18.8 %57,003 19.4 %(7,176)(12.6)%
Movies Reporting and Analytics26,201 9.8 %31,646 10.8 %(5,445)(17.2)%
Total revenues$266,046 100.0 %$293,482 100.0 %$(27,436)(9.3)%