COMSCORE, INC.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001158172-25-000029
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001158172-25-000082
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 85 previous paragraphs and 104 current paragraphs.
62 unchanged; 22 reworded; 16 added; 1 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 7 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Revenues for the six months ended June 30, 2025 and 2024 were as follows:
Current report
Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses. Systems and bandwidth costs increased primarily due to higher cloud computing and processing costs attributable to certain custom TV data set deliveries. These increases were partially offset by a decrease in data costs primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.
Current report
Cost of revenues for the six months ended June 30, 2025 and 2024 were as follows:
Current report
Employee costs increased primarily due to severance expense for terminated employees.
Current report
Selling and marketing expenses for the six months ended June 30, 2025 and 2024 were as follows:
Current report
Employee costs increased primarily due to severance expense for terminated employees.
Current report
Research and development expenses for the six months ended June 30, 2025 and 2024 were as follows:
Current report
Employee costs decreased primarily due to a shift in headcount toward supporting our products.
Current report
Employee costs increased primarily due to an increase in employee bonuses.
Current report
General and administrative expenses for the six months ended June 30, 2025 and 2024 were as follows:
Current report
Employee costs increased primarily due to an increase in employee bonuses and severance expense for terminated employees.
Current report
Organizational Restructuring
Current report
We incurred $0.5 million and $1.0 million of restructuring expense during the three and six months ended June 30, 2024, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022. The 2022 restructuring plan was substantially completed in 2024.
Current report
Income Tax (Provision) Benefit
Current report
On June 24, 2025, each holder of Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by us on that date. Under the waivers and the Certificate of Designations, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2025 until declared and paid, with payment to occur on or before December 31, 2025. As of June 30, 2025, accrued dividends for the Preferred Stock totaled $17.9 million.
Current report
On June 24, 2025, each holder of our Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by us on that date. Under the waivers and the Certificate of Designations, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2025 until declared and paid, with payment to occur on or before December 31, 2025.
Removed paragraphs (1)
Previous report
Income Tax Benefit
Reworded paragraphs (22)
Previous wording
Content & Ad Measurement revenue increased due to renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic products. This increase was offset by a decrease in revenue from our national TV and syndicated digital products due to lower renewals.
Current wording
Content & Ad Measurement revenue increased due to higher renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering. This increase was partially offset by a decrease in revenue from our national TV and syndicated digital products due to lower renewals.
Previous wording
Lease expense and depreciation increased primarily due to higher depreciation driven by an increase in capitalized internal-use software and finance leases. Royalties and resellers costs increased primarily due to increased sales for products in which we pay royalties. Data costs decreased primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.
Current wording
Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses. Lease expense and depreciation increased primarily due to an increase in capitalized internal-use software and finance leases. Royalties and resellers costs increased primarily due to increased sales of products for which we pay royalties. Systems and bandwidth costs increased primarily due to higher cloud computing and processing costs attributable to certain custom TV data set deliveries. These increases were partially offset by a decrease in data costs primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.
Previous wording
Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger. Amortization of intangible assets was $0.6 million and $0.8 million during the three months ended March 31, 2025 and 2024, respectively.
Current wording
Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger. Amortization of intangible assets was $0.6 million and $0.8 million during the three months ended June 30, 2025 and 2024, respectively and $1.3 million and $1.6 million during the six months ended June 30, 2025 and 2024, respectively.
Previous wording
We incurred interest expense, net of $1.8 million and $0.6 million during the three months ended March 31, 2025 and 2024, respectively. The increase in interest expense, net for the three months ended March 31, 2025 as compared to 2024 was primarily due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024. For additional information, refer to Footnote 5, Debt.
Current wording
We incurred interest expense, net of $1.6 million and $0.4 million during the three months ended June 30, 2025 and 2024, respectively, and $3.3 million and $1.0 million during the six months ended June 30, 2025 and 2024, respectively. The increase in interest expense, net for the three and six months ended June 30, 2025 as compared to 2024 was primarily due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024. For additional information, refer to Footnote 5, Debt.
Previous wording
For the three months ended March 31, 2025, the loss from foreign currency transactions was $1.7 million. The loss was primarily driven by fluctuations in the Chilean Peso against the U.S. Dollar and the U.S. Dollar against the Euro. For the three months ended March 31, 2024, the gain from foreign currency transactions was $1.0 million. The gain was primarily driven by fluctuations between the Chilean Peso, U.S. Dollar and Euro exchange rates.
Current wording
For the three and six months ended June 30, 2025, the loss from foreign currency transactions was $3.8 million and $5.5 million, respectively. The losses were primarily driven by fluctuations in the Euro, Chilean Peso and U.S. Dollar exchange rates. For the three and six months ended June 30, 2024, the (loss) gain from foreign currency transactions was $(0.2) million and $0.7 million, respectively. The loss during the three months ended June 30, 2024 and gain during the six months ended June 30, 2024 were primarily driven by fluctuations in the Euro and Chilean Peso against the U.S. Dollar and the Chilean Peso against the Euro.
Previous wording
Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of our regular operations. Other income, net was zero and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.
Current wording
Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of our regular operations. Other income, net was zero during the three and six months ended June 30, 2025, and $0.4 million and $0.7 million during the three and six months ended June 30, 2024, respectively.
Previous wording
For the three months ended March 31, 2025 and 2024, we recorded an income tax benefit of $1.6 million and $0.2 million, respectively, resulting in effective tax rates of 28.3% and 13.0%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and deferred tax expense resulting from amortization of tax deductible goodwill.
Current wording
For the three months ended June 30, 2025 and 2024, we recorded an income tax provision of $2.5 million and an income tax benefit of $0.5 million, respectively, resulting in effective tax rates of 34.9% and 23.9%, respectively. For the six months ended June 30, 2025 and 2024, we recorded an income tax provision of $0.9 million and an income tax benefit of $0.7 million, respectively, resulting in effective tax rates of 7.0% and 20.1%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and deferred tax expense resulting from amortization of tax deductible goodwill.
Previous wording
Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including expenses incurred in prior periods; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; and service of our debt and lease facilities.
Current wording
Our principal uses of cash consist of cash paid for data, payroll and other operating expenses; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; and service of our debt and lease facilities.
Previous wording
As of March 31, 2025, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $34.5 million, including $3.5 million in restricted cash (primarily related to letters of credit); cash flows from our operations; and amounts available to us under our Credit Agreement, as described below. We had outstanding letters of credit of $3.2 million as of March 31, 2025.
Current wording
As of June 30, 2025, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $29.5 million, including $3.5 million in restricted cash (primarily related to letters of credit); cash flows from our operations; and amounts available to us under our Credit Agreement, as described below. We had outstanding letters of credit of $2.8 million as of June 30, 2025.
Previous wording
On July 24, 2024, we issued 13.3 million additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay accrued dividends to such holders for dividend periods ended in 2023 and 2024. The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by us, including that they accrue annual dividends at a rate of 7.5% per annum. Under the Credit Agreement, we are prohibited from paying cash dividends to the holders of Preferred Stock prior to April 1, 2026. On and after April 1, 2026, the Credit Agreement imposes certain limitations on cash dividends, including a heightened liquidity requirement.
Current wording
On July 24, 2024, we issued 13.3 million additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay accrued dividends to such holders for dividend periods ended in 2023 and 2024. The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by us, including that they accrue annual dividends at a rate of 7.5% per annum, subject to increase under certain circumstances (including in connection with the dividend waivers described above). Under the Credit Agreement, we are prohibited from paying cash dividends to the holders of Preferred Stock prior to April 1, 2026. On and after April 1, 2026, the Credit Agreement imposes certain limitations on cash dividends, including a heightened liquidity requirement.
Previous wording
In recent years, macroeconomic challenges such as inflation, rising interest rates, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures. Recent developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers. These declines have had a direct impact on demand for our products, particularly those that are tied to advertising spend. We expect that softness in the advertising market will continue to affect our business in 2025. Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity.
Current wording
Over the past two years, macroeconomic challenges such as inflation, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures. Recent developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers. These declines have had a direct impact on demand for our products, particularly those that are tied to advertising spend. We expect that softness in the advertising market will continue to affect our business in the second half of
Previous wording
The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances (including in connection with the dividend waivers described below). In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.
Current wording
The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances (including in connection with the dividend waivers described in this section). In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.
Previous wording
As of March 31, 2025, each share of Preferred Stock was convertible into 0.052830 shares of Common Stock, with such conversion rate scheduled to return to 0.05 upon payment of accrued dividends.
Current wording
As of June 30, 2025, each share of Preferred Stock was convertible into 0.053779 shares of Common Stock, with such conversion rate scheduled to return to 0.05 upon payment of accrued dividends.
Previous wording
Amounts outstanding under the Credit Agreement must be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts. Additionally, beginning with the fiscal year ending December 31, 2025, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages. Certain payments may be subject to prepayment premiums.
Current wording
Amounts outstanding under the Credit Agreement must be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts.
Previous wording
As of March 31, 2025, we had $44.9 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.
Current wording
As of June 30, 2025, we had $44.8 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.
Previous wording
Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as: depreciation, stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets and deferred tax benefit.
Current wording
Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as: depreciation, stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets and deferred tax provision (benefit).
Previous wording
Net cash provided by operating activities for the three months ended March 31, 2025 was $9.1 million compared to $6.9 million for the three months ended March 31, 2024. The increase in cash provided by operating activities was attributable to a net increase in cash generated from operating assets and liabilities, with $4.2 million of cash provided for the three months ended March 31, 2025 as compared to $1.7 million of cash used for the three months ended March 31, 2024, primarily due to higher cash collections in 2025 as a result of customer payment timing.
Current wording
Net cash provided by operating activities for the six months ended June 30, 2025 was $10.0 million compared to $15.6 million for the six months ended June 30, 2024. The decrease in cash provided by operating activities was attributable to a higher net loss offset by higher cash generated from operating assets and liabilities, primarily due to the timing of vendor payments and higher cash receipts from customers during the six months ended June 30, 2025 in comparison to the six months ended June 30, 2024. Additionally, non-cash adjustments increased for the six months ended June 30, 2025 in comparison to the six months ended June 30, 2024 due to higher adjustments for depreciation and deferred tax provision.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2025 was $5.7 million compared to $6.1 million for the three months ended March 31, 2024. The decrease in cash used in investing activities was primarily due to a decrease in cash paid for capitalized internally developed software.
Current wording
Net cash used in investing activities for the six months ended June 30, 2025 was $11.4 million compared to $12.1 million for the six months ended June 30, 2024. The decrease in cash used in investing activities was primarily due to a decrease in cash paid for capitalized internally developed software.
Previous wording
Net cash used in financing activities during the three months ended March 31, 2025 was $3.0 million compared to $4.4 million during the three months ended March 31, 2024. The decrease in cash used in financing activities was primarily due to the third and final installment of the contingent consideration for the Shareablee acquisition paid during the three months ended March 31, 2025 being lower than the second installment paid during the three months ended March 31, 2024. This decrease was partially offset by financing and debt issuance payments related to our Credit Agreement during the three months ended March 31, 2025.
Current wording
Net cash used in financing activities during the six months ended June 30, 2025 was $4.6 million compared to $11.0 million during the six months ended June 30, 2024. The decrease in cash used in financing activities was primarily due to the repayment of $6.0 million of the principal amount outstanding under the Prior Credit Agreement in 2025, in addition to lower contingent consideration for the Shareablee acquisition paid in 2025 compared to 2024. The decrease was partially offset by financing and debt issuance payments related to our new Credit Agreement during six months ended June 30, 2025.
Previous wording
We have data licensing agreements with a number of MVPDs and other providers for set-top box and connected TV data. These agreements have remaining terms of less than one year to six years. As of March 31, 2025, the total fixed payment obligations related to set-top box and connected TV data agreements are $118.4 million and $21.1 million, respectively. In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $104.0 million over the next six years.
Current wording
We have data licensing agreements with a number of MVPDs and other providers for set-top box and connected TV data. These agreements have remaining terms of less than one year to six years. As of June 30, 2025, the total fixed payment obligations related to set-top box and connected TV data agreements are $112.1 million and $25.7 million, respectively. In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $95.2 million over the next six years.
Previous wording
We have both operating and financing leases related to corporate office space and equipment. Our leases have remaining terms from less than one year to five years. As of March 31, 2025, the total fixed payment obligation related to these agreements is $33.7 million.
Current wording
We have both operating and financing leases related to corporate office space and equipment. Our leases have remaining terms from less than one year to five years. As of June 30, 2025, the total fixed payment obligation related to these agreements is $30.5 million.
Previous wording
We have an agreement for cloud-based data storage and bandwidth to help process and store our data. The remaining term for this agreement is less than one year. As of March 31, 2025, the total fixed payment obligation related to this agreement is $10.0 million.
Current wording
We have an agreement for cloud-based data storage and bandwidth to help process and store our data. The remaining term for this agreement is less than one year. As of June 30, 2025, the total fixed payment obligation related to this agreement is $6.3 million.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Content & Ad Measurement revenue increased due to higher renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering. Included in Syndicated Audience revenue is local TV revenue from a new contract with a large enterprise media client that resulted in revenue being recognized earlier in the year than we anticipated. This increase was partially offset by a decrease in revenue from our national TV and syndicated digital products due to lower renewals.
Current report — wording carried from elsewhere
Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.
Current report — wording carried from elsewhere
Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity.
Current report — wording carried from elsewhere
Additionally, beginning with the fiscal year ending December 31, 2025, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages. Certain payments may be subject to prepayment premiums.