Comscore, Inc 10-Q for FY2024 Q3

Comscore, Inc. (SCOR)

10-Q 2024-11-12 For: 2024-09-30

Added on April 06, 2026

About this 10-Q

Comscore, Inc filed this 10-Q on November 12, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $88.48M; down 2.8% from $91M a year earlier
Net loss: $60.63M; compared with net income of $2.62M a year earlier
Diluted EPS: -$12.79; compared with -$0.34 a year earlier

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Delaware						54-1955550
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)


Cautionary Note Regarding Forward Looking Statements			i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures about Market Risk			29
Item 4. Controls and Procedures			30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			32
Item 4. Mine Safety Disclosures			32
Item 5. Other Information			32
Item 6. Exhibits			33
SIGNATURE			35


	As of		As of
	September 30, 2024		December 31, 2023
(In thousands, except share and per share data)	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	19,996	$	22,750
Restricted cash	189		186
Accounts receivable, net of allowances of $445 and $614, respectively ($931 and $786 of accounts receivable attributable to related parties, respectively)	55,165		63,826
Prepaid expenses and other current assets	9,583		11,228
Total current assets	84,933		97,990
Property and equipment, net	48,856		41,574
Operating right-of-use assets	14,070		18,628
Deferred tax assets	3,484		2,588
Intangible assets, net	5,750		8,115
Goodwill	247,460		310,360
Other non-current assets	7,909		12,040
Total assets	$	412,462	$	491,295
Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable ($17,862 and $11,996 attributable to related parties, respectively)	$	34,277	$	30,551
Accrued expenses ($5,439 and $3,781 attributable to related parties, respectively)	28,501		34,422
Contract liabilities ($754 and $1,784 attributable to related parties, respectively)	45,500		48,912
Revolving line of credit	10,000		16,000
Accrued dividends (related parties)	4,424		24,132
Customer advances	8,034		11,076
Current operating lease liabilities	8,417		7,982
Contingent consideration	1,191		4,806
Other current liabilities	3,815		4,680
Total current liabilities	144,159		182,561
Non-current operating lease liabilities	16,605		23,003
Non-current portion of accrued data costs ($24,756 and $21,908 attributable to related parties, respectively)	36,258		32,833
Deferred tax liabilities	—		1,321
Other non-current liabilities	10,706		7,589
Total liabilities	207,728		247,307
Commitments and contingencies
Convertible redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 95,784,903 shares and 82,527,609 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively; aggregate liquidation preference of $241,194 as of September 30, 2024, and $228,132 as of December 31, 2023 (related parties)	207,470		187,885
Stockholders' equity (deficit):
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of September 30, 2024 and December 31, 2023; no shares issued or outstanding as of September 30, 2024 or December 31, 2023	—		—
Common stock, $0.001 par value; 13,750,000 shares authorized as of September 30, 2024 and December 31, 2023; 5,228,787 shares issued and 4,890,548 shares outstanding as of September 30, 2024, and 5,093,380 shares issued and 4,755,141 shares outstanding as of December 31, 2023	5		5
Additional paid-in capital	1,713,399		1,696,612
Accumulated other comprehensive loss	(13,282)		(14,110)
Accumulated deficit	(1,472,874)		(1,396,420)
Treasury stock, at cost, 338,239 shares as of September 30, 2024 and December 31, 2023	(229,984)		(229,984)
Total stockholders' equity (deficit)	(2,736)		56,103
Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit)	$	412,462	$	491,295


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except share and per share data)	2024		2023		2024		2023
Revenues (1)	$	88,479	$	91,000	$	261,111	$	276,242

Cost of revenues (1) (2) (3)	52,005		50,473		154,025		155,360
Selling and marketing (2) (3)	12,515		14,794		42,691		48,984
Research and development (2) (3)	7,272		8,083		24,412		25,792
General and administrative (2) (3)	11,116		12,928		35,663		39,776
Amortization of intangible assets	764		800		2,365		4,412
Impairment of goodwill	63,000		—		63,000		44,100
Impairment of right-of-use and long-lived assets	1,397		1,502		1,397		1,502
Restructuring	15		353		968		5,455
Total expenses from operations	148,084		88,933		324,521		325,381
(Loss) income from operations	(59,605)		2,067		(63,410)		(49,139)
Other income, net	—		628		651		425
(Loss) gain from foreign currency transactions	(2,223)		1,090		(1,508)		(544)
Interest expense, net	(424)		(426)		(1,440)		(1,141)
(Loss) income before income taxes	(62,252)		3,359		(65,707)		(50,399)
Income tax benefit (provision)	1,622		(741)		2,315		(563)
Net (loss) income	$	(60,630)	$	2,618	$	(63,392)	$	(50,962)
Net loss available to common stockholders:
Net (loss) income	$	(60,630)	$	2,618	$	(63,392)	$	(50,962)
Convertible redeemable preferred stock dividends (1)	(4,578)		(4,286)		(13,062)		(11,983)
Total net loss available to common stockholders	$	(65,208)	$	(1,668)	$	(76,454)	$	(62,945)
Net loss per common share (4):
Basic and diluted	$	(12.79)	$	(0.34)	$	(15.33)	$	(13.15)

Weighted-average number of shares used in per share calculation - Common Stock (4):
Basic and diluted	5,098,415		4,885,459		4,986,746		4,785,205

Comprehensive (loss) income:
Net (loss) income	$	(60,630)	$	2,618	$	(63,392)	$	(50,962)
Other comprehensive income (loss):
Foreign currency cumulative translation adjustment	2,925		(2,267)		828		(869)
Total comprehensive (loss) income	$	(57,705)	$	351	$	(62,564)	$	(51,831)

(1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 9, Related Party Transactions.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023			2024		2023
Revenues	$	2,597	$	2,856		$	7,512	$	8,802
Cost of revenues	7,364		7,178			22,964		22,251
Convertible redeemable preferred stock dividends	(4,578)		(4,286)			(13,062)		(11,983)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


(3) Stock-based compensation (benefit) expense is included in the line items above as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	(281)	$	113	$	118	$	435
Selling and marketing	(208)		96		71		411
Research and development	(193)		85		92		333
General and administrative	560		747		1,986		2,640
Total stock-based compensation (benefit) expense	$	(122)	$	1,041	$	2,267	$	3,819
(4) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2, Summary of Significant Accounting Policies.


(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 (Deficit)
	Shares	Amount		Shares	Amount
Balance as of December 31, 2023	82,527,609	$	187,885	4,755,141	$	5	$	1,696,612	$	(14,110)	$	(1,396,420)	$	(229,984)	$	56,103
Net loss	—	—		—	—		—		—		(1,054)		—		(1,054)
Convertible redeemable preferred stock dividends (1)	—	—		—	—		—		—		(4,240)		—		(4,240)
Restricted stock units distributed	—	—		7,780	—		—		—		—		—		—
Exercise of Common Stock options	—	—		33	—		—		—		—		—		—
Payments for taxes related to net share settlement of equity awards	—	—		(2,684)	—		(46)		—		—		—		(46)
Amortization of stock-based compensation	—	—		—	—		681		—		—		—		681
Settlement of restricted stock unit liability	—	—		—	—		1,895		—		—		—		1,895
Foreign currency translation adjustment	—	—		—	—		—		(1,987)		—		—		(1,987)
Other	—	—		(39)	—		—		—		—		—		—
Balance as of March 31, 2024	82,527,609	$	187,885	4,760,231	$	5	$	1,699,142	$	(16,097)	$	(1,401,714)	$	(229,984)	$	51,352
Net loss	—	—		—	—		—		—		(1,708)		—		(1,708)
Convertible redeemable preferred stock dividends (1)	—	—		—	—		—		—		(4,244)		—		(4,244)
Restricted stock units distributed	—	—		131,817	—		—		—		—		—		—

Payments for taxes related to net share settlement of equity awards	—	—		(2,411)	—		(33)		—		—		—		(33)
Amortization of stock-based compensation	—	—		—	—		580		—		—		—		580

Foreign currency translation adjustment	—	—		—	—		—		(110)		—		—		(110)

Balance as of June 30, 2024	82,527,609	$	187,885	4,889,637	$	5	$	1,699,689	$	(16,207)	$	(1,407,666)	$	(229,984)	$	45,837
Net loss	—	—		—	—		—		—		(60,630)		—		(60,630)
Convertible redeemable preferred stock, net of issuance costs (1)	13,257,294	19,585		—	—		13,017		—		—		—		13,017
Convertible redeemable preferred stock dividends (1)	—	—		—	—		—		—		(4,578)		—		(4,578)
Restricted stock units distributed	—	—		1,277	—		—		—		—		—		—
Payments for taxes related to net share settlement of equity awards	—	—		(366)	—		(2)		—		—		—		(2)
Amortization of stock-based compensation	—	—		—	—		695		—		—		—		695

Foreign currency translation adjustment	—	—		—	—		—		2,925		—		—		2,925
Balance as of September 30, 2024	95,784,903	$	207,470	4,890,548	$	5	$	1,713,399	$	(13,282)	$	(1,472,874)	$	(229,984)	$	(2,736)


(In thousands, except share data)	Convertible Redeemable Preferred Stock			Common Stock (2)			Additional Paid-In Capital (2)		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury stock, at cost		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	82,527,609	$	187,885	4,605,247	$	5	$	1,690,870	$	(15,940)	$	(1,300,789)	$	(229,984)	$	144,162
Net loss	—	—		—	—		—		—		(8,671)		—		(8,671)
Convertible redeemable preferred stock dividends (1)	—	—		—	—		—		—		(3,825)		—		(3,825)
Restricted stock units distributed	—	—		14,301	—		—		—		—		—		—
Exercise of Common Stock options	—	—		150	—		3		—		—		—		3
Payments for taxes related to net share settlement of equity awards	—	—		(1,722)	—		(48)		—		—		—		(48)
Amortization of stock-based compensation	—	—		—	—		879		—		—		—		879
Settlement of restricted stock unit liability	—	—		—	—		2,761		—		—		—		2,761
Foreign currency translation adjustment	—	—		—	—		—		1,517		—		—		1,517
Balance as of March 31, 2023	82,527,609	$	187,885	4,617,976	$	5	$	1,694,465	$	(14,423)	$	(1,313,285)	$	(229,984)	$	136,778
Net loss	—	—		—	—		—		—		(44,909)		—		(44,909)
Convertible redeemable preferred stock dividends (1)	—	—		—	—		—		—		(3,872)		—		(3,872)
Restricted stock units distributed	—	—		136,799	—		3		—		—		—		3

Payments for taxes related to net share settlement of equity awards	—	—		(459)	—		(12)		—		—		—		(12)
Amortization of stock-based compensation	—	—		—	—		915		—		—		—		915
Foreign currency translation adjustment	—	—		—	—		—		(119)		—		—		(119)

Balance as of June 30, 2023	82,527,609	$	187,885	4,754,316	$	5	$	1,695,371	$	(14,542)	$	(1,362,066)	$	(229,984)	$	88,784
Net income	—	—		—	—		—		—		2,618		—		2,618
Convertible redeemable preferred stock dividends (1)	—	—		—	—		—		—		(4,286)		—		(4,286)


Amortization of stock-based compensation	—	—		—	—		717		—		—		—		717
Foreign currency translation adjustment	—	—		—	—		—		(2,267)		—		—		(2,267)
Balance as of September 30, 2023	82,527,609	$	187,885	4,754,316	$	5	$	1,696,088	$	(16,809)	$	(1,363,734)	$	(229,984)	$	85,566


	Nine Months Ended September 30,
(In thousands)	2024		2023
Operating activities:
Net loss	$	(63,392)	$	(50,962)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment of goodwill	63,000		44,100
Depreciation	16,194		14,613
Non-cash operating lease expense	4,031		4,196
Amortization expense of finance leases	2,691		1,268
Amortization of intangible assets	2,365		4,412
Stock-based compensation expense	2,267		3,819


Impairment of right-of-use and long-lived assets	1,397		1,502
Deferred tax benefit	(2,182)		(61)
Other	947		1,140
Changes in operating assets and liabilities:
Accounts receivable	8,399		21,899
Prepaid expenses and other assets	4,722		132
Accounts payable, accrued expenses and other liabilities	588		(2,779)
Contract liabilities and customer advances	(6,172)		(7,013)
Operating lease liabilities	(6,715)		(5,981)
Net cash provided by operating activities	28,140		30,285

Investing activities:
Capitalized internal-use software costs	(18,189)		(16,609)
Purchases of property and equipment	(579)		(1,240)
Net cash used in investing activities	(18,768)		(17,849)

Financing activities:
Payments of line of credit	(6,000)		—
Contingent consideration payment at initial value	(3,704)		(1,037)
Principal payments on finance leases	(2,172)		(1,337)

Other	(266)		(276)
Net cash used in financing activities	(12,142)		(2,650)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	19		25
Net (decrease) increase in cash, cash equivalents and restricted cash	(2,751)		9,811
Cash, cash equivalents and restricted cash at beginning of period	22,936		20,442
Cash, cash equivalents and restricted cash at end of period	$	20,185	$	30,253


	As of September 30,
	2024		2023
Cash and cash equivalents	$	19,996	$	30,067
Restricted cash	189		186
Total cash, cash equivalents and restricted cash	$	20,185	$	30,253


(In thousands)



Balance as of December 31, 2022	$	387,973
Impairment charge	(78,200)
Translation adjustments	587
Balance as of December 31, 2023	310,360
Impairment charge	(63,000)
Translation adjustments	100

Balance as of September 30, 2024	$	247,460


(In thousands)	Warrants Liability
Balance as of December 31, 2023	$	669
Total gain recognized due to remeasurement and expiration of warrants (1)	(669)
Balance as of September 30, 2024	$	—


(In thousands)	Severance and Related Costs		Other		Total Restructuring
Balance as of December 31, 2023	$	1,524	$	106	$	1,630
Restructuring expense	788		180		968
Payments	(2,124)		(97)		(2,221)
Other	345		(171)		174
Balance as of September 30, 2024	$	533	$	18	$	551


ITEM 1.			FINANCIAL STATEMENTS


(In thousands)	Three Months Ended September 30,					Nine Months Ended September 30,
By solution group:	2024			2023		2024		2023
Content & Ad Measurement
Syndicated Audience	$	65,042		$	67,946	$	193,831	$	207,551
Cross-Platform	10,232			7,664		26,252		22,117
Total Content & Ad Measurement	75,274			75,610		220,083		229,668
Research & Insight Solutions	13,205			15,390		41,028		46,574
Total	$	88,479	.	$	91,000	$	261,111	$	276,242






(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
By geographical market:	2024		2023		2024		2023
United States	$	78,846	$	82,192	$	233,058	$	249,832
Europe	5,456		4,617		15,630		13,845
Latin America	1,758		1,745		5,203		5,170
Canada	1,368		1,408		4,221		4,249
Other	1,051		1,038		2,999		3,146
Total	$	88,479	$	91,000	$	261,111	$	276,242

By timing of revenue recognition:
Products and services transferred over time	$	77,741	$	78,179	$	227,416	$	234,803
Products and services transferred at a point in time	10,738		12,821		33,695		41,439
Total	$	88,479	$	91,000	$	261,111	$	276,242


	Nine Months Ended September 30,
(In thousands)	2024		2023
Revenue recognized that was included in the opening contract liabilities balance	$	(46,807)	$	(46,883)
Cash received or amounts billed in advance and not recognized as revenue	39,728		43,651


	(In thousands)
2024 (remaining)	$	14,340
2025	56,155
2026	60,522
2027	48,641
2028	40,659
Thereafter	99,971
Total	$	320,288


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES


Exhibit No.						Exhibit Document

3.1						Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-1, as amended, filed June 12, 2007) (File No. 333-141740)

3.2						Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, filed June 4, 2018) (File No. 333-225400)

3.3						Certificate of Designation of Series A Junior Participating Preferred Stock of comScore, Inc., as filed with the Secretary of State of the State of Delaware on February 9, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed February 9, 2017) (File No. 001-33520)

3.4						Certificate of Elimination of Designation of Series A Junior Participating Preferred Stock of comScore, Inc., as filed with the Secretary of State of the State of Delaware on September 29, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed October 4, 2017) (File No. 001-33520)

3.5						Certificate of Amendment to Amended and Restated Certificate of Incorporation of comScore, Inc., dated March 10, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No. 001-33520)

3.6						Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed March 15, 2021) (File No. 001-33520)

3.7						Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed June 22, 2023) (File No. 001-33520)

3.8						Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed June 22, 2023) (File No. 001-33520)

3.9						Certificate of Amendment of Amended and Restated Certificate of Incorporation of comScore, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed December 27, 2023) (File No. 001-33520)

3.10						Certificate of Amendment to the Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of comScore, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed June 18, 2024) (File No. 001-33520 )

3.11						Amended and Restated Bylaws of comScore, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed August 10, 2018) (File No. 001-33520)

4.1						Series B Preferred Stockholder Waiver, dated July 23, 2024, from Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

4.2						Series B Preferred Stockholder Waiver, dated July 23, 2024, from Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

4.3						Series B Preferred Stockholder Waiver, dated July 23, 2024, from Pine Investor, LLC (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

10.1						Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

10.2						Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Liberty Broadband Corporation (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

10.3						Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Pine Investor, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

10.4						Amended and Restated Stockholders Agreement, dated July 24, 2024, by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed July 25, 2024) (File No. 001-33520)

10.5+						Fourth Amendment, dated as of November 5, 2024, to the Credit Agreement among comScore, Inc. (as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America N.A. (as Administrative Agent), and the lenders party thereto

31.1+						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


31.2+						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+						Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+						Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document


BORROWER:			COMSCORE, INC., a Delaware corporation By: /s/ Mary Margaret Curry Name: Mary Margaret Curry Title: Chief Financial Officer & Treasurer
GUARANTORS:			PROXIMIC, LLC, a Delaware limited liability company M.LABS, LLC, a Delaware limited liability company LNKMTR, LLC, a Delaware limited liability company FULL CIRCLE STUDIES, INC., a Delaware corporation MARKETSCORE, INC., a Delaware corporation TMRG, INC., a Delaware corporation VOICEFIVE, INC., a Delaware corporation CREATIVE KNOWLEDGE, INC., a Delaware corporation CSWS, LLC, a Virginia limited liability company CARMENERE HOLDING COMPANY, a Delaware corporation COMSCORE INTERNATIONAL INC., a Delaware corporation COMSCORE HOLDINGS LLC, a Delaware limited liability company COMSCORE EUROPE, LLC, a Delaware limited liability company HOLLYWOOD SOFTWARE, INC., a California corporation By: /s/ Ashley Wright Name: Ashley Wright Title: President and Secretary


			COMSCORE BRAND AWARENESS, L.L.C., a Delaware limited liability company By: comScore, Inc., its sole member By: /s/ Mary Margaret Curry Name: Mary Margaret Curry Title: Chief Financial Officer & Treasurer RENTRAK, LLC, an Oregon limited liability company SS MEDIA HOLDCO, LLC, a Delaware limited liability company SHAREABLEE, LLC, a Delaware limited liability company SCORRESEARCH, LLC, a Delaware limited liability company By: /s/ Mary Margaret Curry Name: Mary Margaret Curry Title: Chief Financial Officer & Treasurer


		Page

Article I DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	32
1.03	Accounting Terms	33
1.04	Rounding	34
1.05	Times of Day	34
1.06	Letter of Credit Amounts	34
1.07	UCC Terms	34
1.08	Rates	3435

Article II COMMITMENTS AND CREDIT EXTENSIONS		3435
2.01	Loans	3435
2.02	Borrowings of Loans	35
2.03	Letters of Credit	36
2.04	Swing Line Loans	45
2.05	Prepayments	4748
2.06	Termination or Reduction of Commitments	4849
2.07	Repayment of Loans	4950
2.08	Interest and Default Rate	4950
2.09	Fees	5051
2.10	Computation of Interest and Fees	51
2.11	Evidence of Debt	5152
2.12	Payments Generally; Administrative Agent’s Clawback	5152
2.13	Sharing of Payments by Lenders	5354
2.14	Cash Collateral	5455
2.15	Defaulting Lenders	5556
2.16	Increase in Facility.	5758

Article III TAXES, YIELD PROTECTION AND ILLEGALITY		59
3.01	Taxes	59
3.02	Illegality	6263
3.03	Inability to Determine Rates	6364
3.04	Increased Costs	65
3.05	Reserved	6667
3.06	Mitigation Obligations; Replacement of Lenders	6667
3.07	Survival	6667

Article IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		67
4.01	Conditions of Initial Credit Extension.	67
4.02	Conditions to all Credit Extensions	6869


Article V REPRESENTATIONS AND WARRANTIES		6970
5.01	Existence, Qualification and Power	6970
5.02	Authorization; No Contravention	6970
5.03	Governmental Authorization; Other Consents	70
5.04	Binding Effect	7071
5.05	Financial Statements; No Material Adverse Effect	7071
5.06	Litigation	7071
5.07	No Default	71
5.08	Ownership of Property	71
5.09	Environmental Compliance	7172
5.10	Insurance	72
5.11	Taxes	72
5.12	ERISA Compliance	7273
5.13	Margin Regulations; Investment Company Act	73
5.14	Disclosure; Beneficial Ownership Certification	7374
5.15	Compliance with Laws	7374
5.16	Solvency	7374
5.17	Casualty, Etc	74
5.18	Sanctions Concerns and Anti-Corruption Laws	74
5.19	Subsidiaries; Loan Parties	7475
5.20	Collateral Representations	75
5.21	Affected Financial Institutions	75
5.22	Covered Entities	7576
5.23	Intellectual Property; Licenses, Etc	7576

Article VI AFFIRMATIVE COVENANTS		7576
6.01	Financial Statements	76
6.02	Certificates; Other Information	7677
6.03	Notices	7880
6.04	Payment of Obligations	7980
6.05	Preservation of Existence, Etc	7980
6.06	Maintenance of Properties	7981
6.07	Maintenance of Insurance	8081
6.08	Compliance with Laws	8081
6.09	Books and Records	8081
6.10	Inspection Rights	8081
6.11	Use of Proceeds	8182
6.12	Covenant to Guarantee Obligations	8182
6.13	Covenant to Give Security	8182
6.14	Further Assurances	8283
6.15	Anti-Corruption Laws; Sanctions	8283
6.16	Cash Management	8283
6.17	Post-Closing Covenant	8283


Article VII NEGATIVE COVENANTS		8284
7.01	Liens	8384
7.02	Indebtedness	8586
7.03	Investments	8788
7.04	Fundamental Changes	8889
7.05	Dispositions	8990
7.06	Restricted Payments.	8990
7.07	Change in Nature of Business	9092
7.08	Transactions with Affiliates	9092
7.09	Burdensome Agreements	9192
7.10	Use of Proceeds	9193
7.11	Financial Covenants	9293
7.12	Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; or Form of Entity	9293
7.13	Sale and Leaseback Transactions	9294
7.14	Sanctions	9394
7.15	Anti-Corruption Laws	9394
7.16	Payments of Earn-Out Obligations	9394

Article VIII EVENTS OF DEFAULT AND REMEDIES		9394
8.01	Events of Default	9394
8.02	Remedies upon Event of Default	9597
8.03	Application of Funds	9697

Article IX ADMINISTRATIVE AGENT		9799
9.01	Appointment and Authority	9799
9.02	Rights as a Lender	9899
9.03	Exculpatory Provisions	98100
9.04	Reliance by Administrative Agent	99101
9.05	Delegation of Duties	100101
9.06	Resignation of Administrative Agent	100101
9.07	Non-Reliance on Administrative Agent, the Arranger and the Other Lenders	101103
9.08	No Other Duties, Etc	102104
9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	102104
9.10	Collateral and Guaranty Matters	104105
9.11	Secured Cash Management Agreements and Secured Hedge Agreements	105106
9.12	Certain ERISA Matters	105106
9.13	Recovery of Rescindable Amounts	106107

Article X CONTINUING GUARANTY		106108
10.01	Guaranty	106108
10.02	Rights of Lenders	107108
10.03	Certain Waivers	107109
10.04	Obligations Independent	108109
10.05	Subrogation	108109


10.06	Termination; Reinstatement	108109
10.07	Stay of Acceleration	108110
10.08	Condition of Borrower	108110
10.09	Appointment of Borrower	109110
10.10	Right of Contribution	109110
10.11	Keepwell	109110

Article XI MISCELLANEOUS		109111
11.01	Amendments, Etc	109111
11.02	Notices; Effectiveness; Electronic Communications	111113
11.03	No Waiver; Cumulative Remedies; Enforcement	113115
11.04	Expenses; Indemnity; Damage Waiver	114115
11.05	Payments Set Aside	116117
11.06	Successors and Assigns	116118
11.07	Treatment of Certain Information; Confidentiality	121122
11.08	Right of Setoff	122124
11.09	Interest Rate Limitation	123124
11.10	Counterparts; Integration; Effectiveness	123124
11.11	Survival of Representations and Warranties	123125
11.12	Severability	124125
11.13	Replacement of Lenders	124125
11.14	Governing Law; Jurisdiction; Etc	125126
11.15	Waiver of Jury Trial	126127
11.16	Subordination	126128
11.17	No Advisory or Fiduciary Responsibility	127128
11.18	Electronic Execution; Electronic Records	127129
11.19	USA Patriot Act Notice	128129
11.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	128130
11.21	Acknowledgement Regarding Any Supported QFCs	129130


Period	Daily SOFR & Letter of Credit Fee	Base Rate	Commitment Fee
From the Closing Date to but excluding the First Amendment Effective Date	2.25%	1.25%	0.25%
From the First Amendment Effective Date to but excluding the Second Amendment Effective Date	2.50%	1.50%	0.25%
From the Second Amendment Effective Date to but excluding the Third Amendment Effective Date	3.50%	2.50%	0.25%
From and after the Third Amendment Effective Date	4.50%	3.50%	0.25%


Measurement Period			Minimum Consolidated EBITDA
June 30, 2021 through and including December 31, 2022			$20,000,000
March 31, 2023			$22,000,000
June 30, 2023			$24,000,000
September 30, 2023			$32,000,000
December 31, 2023			$35,000,000


Measurement Period			Minimum Consolidated Fixed Charge Coverage Ratio
March 31, 2024 and thereafter through June 30, 2024			1.25:1.00


Lender	Revolving Commitment	Applicable Percentage of Revolving Facility
Bank of America, N.A.	The lesser of (i) the Outstanding Amount of L/C Obligations as of any date and (ii) $3,181,692.82	100.000000000%
Total:	The lesser of (i) the Outstanding Amount of L/C Obligations as of any date and (ii) $3,181,692.82	100.000000000%


L/C Issuer			L/C Commitment
Bank of America, N.A.			The lesser of (i) the Outstanding Amount of L/C Obligations as of any date and (ii) $3,181,692.82


/s/ Jonathan Carpenter
Jonathan Carpenter
Chief Executive Officer
(Principal Executive Officer)


/s/ Mary Margaret Curry
Mary Margaret Curry
Chief Financial Officer and Treasurer
(Principal Financial Officer)