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0001158172false00011581722025-08-052025-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 5, 2025
COMSCORE, INC.
(Exact name of registrant as specified in charter) 
Delaware 001-33520 54-1955550
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
11950 Democracy Drive
Suite 600
Reston, Virginia 20190
(Address of principal executive offices, including zip code)
(703) 438–2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
1

Item 2.02 Results of Operations and Financial Condition.
On August 5, 2025, comScore, Inc. (the "Company") issued a press release announcing its financial results for the period ended June 30, 2025. A copy of the press release announcing the foregoing is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure.
As part of an ongoing, previously disclosed strategic review by the Company's Board of Directors, Goldman Sachs & Co. LLC has been retained to advise on strategic and capital structure alternatives for the Company that could benefit stockholders. The Company expects to provide an update on this engagement and any potential outcomes on or before its third-quarter earnings call, currently planned for November 2025.
This Item 7.01 contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, the Company's expectations and plans regarding its ongoing strategic review and related developments. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, the timing and substance of negotiations with external parties, various consent requirements, market conditions and the Company's ability to achieve its expected outcomes and timelines. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. The Company 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 Current Report on Form 8-K, or to reflect the occurrence of unanticipated events.
The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1
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2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

comScore, Inc.
By: /s/ Mary Margaret Curry
Mary Margaret Curry
Chief Financial Officer and Treasurer
Date: August 5, 2025
3
EX-99.1 2 exhibit991-pressrelease202.htm EX-99.1 Document

Exhibit 99.1



image0a03a.jpg
FOR IMMEDIATE RELEASE
Comscore Reports Second Quarter 2025 Results
RESTON, Va., August 5, 2025 – Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today reported financial results for the quarter ended June 30, 2025.
"Our execution through the first half of the year has been solid as we continue to build the future of cross-platform measurement," said Jon Carpenter, CEO. "Our second quarter results are underpinned by 60% growth in cross-platform revenue alongside another quarter of double-digit growth in our local TV offering - the only MRC-accredited local TV offering available to the marketplace. As we look ahead, we remain bullish on our cross-platform growth trajectory and are maintaining our previous full-year guidance."
Business and Financial Highlights
•Revenue for the second quarter was $89.4 million compared to $85.8 million in Q2 2024
◦60% growth in cross-platform solutions, driven by Proximic and adoption of our cross-platform content measurement offering
◦Double-digit growth in local TV driven by key renewals and new business
•Net loss of $9.5 million compared to $1.7 million in Q2 2024, primarily due to foreign currency fluctuations, income taxes and interest on our senior debt
•Adjusted EBITDA1 of $8.9 million compared to $7.2 million in Q2 2024, up 25% year over year
•Earned expanded U.S. JIC certification; Comscore remains the only offering in market that is both MRC accredited and JIC certified
Second Quarter Summary Results
Revenue in the second quarter was $89.4 million, up 4.1% from $85.8 million in Q2 2024. Content & Ad Measurement revenue increased 6.3% compared to the prior-year quarter, driven by higher renewals and new business in local TV and an increase in our cross-platform revenue. Additionally, within our syndicated audience solutions, we closed and delivered on a key contract with a large enterprise media client that resulted in revenue being recognized earlier in the year than we anticipated. These increases were offset by lower revenue from our national TV and syndicated digital products. Research & Insight Solutions revenue declined 7.4% from Q2 2024, primarily due to lower deliveries of certain custom digital products.
Our core operating expenses, which include cost of revenues, sales and marketing, research and development and general and administrative expenses, were $90.4 million, an increase of 4.6% from $86.5 million in Q2 2024, primarily due to higher employee compensation partially offset by lower data costs.
Net loss for the quarter was $9.5 million compared to $1.7 million in Q2 2024, resulting in net loss margins of 10.6% and 2.0% of revenue, respectively. After accounting for dividends on our convertible preferred stock, loss per share attributable to common shares was $(2.73) and $(1.19) for Q2 2025 and Q2 2024, respectively.
Non-GAAP adjusted EBITDA for the quarter was $8.9 million, compared to $7.2 million in Q2 2024, resulting in adjusted EBITDA margins of 10.0% and 8.3%, respectively. Due to volatility in foreign currency exchange rates (FX), in the first quarter of 2025 we modified our adjusted EBITDA metric (as well as comparable prior periods) to exclude the impact of foreign currency transactions. As revised, adjusted EBITDA and adjusted EBITDA margin exclude depreciation and amortization, net interest expense, income taxes, impairment charges, stock-based compensation expense, transformation costs, restructuring costs, change in fair value of contingent consideration liability, gain/loss from foreign currency transactions and other items as presented in the accompanying tables.
1 Adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures defined in the "Second Quarter Summary Results" section and are reconciled to net income (loss) and net income (loss) margin in the addendum of this release.


Balance Sheet and Liquidity
As of June 30, 2025, cash, cash equivalents and restricted cash totaled $29.5 million, including $3.5 million in restricted cash. Outstanding debt principal under our senior secured term loan was $44.8 million. We had no outstanding borrowings under our revolving credit facility as of June 30, 2025, with a remaining borrowing capacity of $15.0 million.
2025 Outlook
Based on current trends and expectations, we are maintaining our full-year revenue and adjusted EBITDA guidance from the previous quarter. We believe this guidance reflects a balanced view of our growth opportunities, particularly in local TV and cross-platform, offset by declines we expect in syndicated digital and other areas. We expect revenue in the third quarter to be roughly flat to the prior year, after taking into account the timing of revenue recognition from the key contract described above.
We do not provide GAAP net income (loss) or net income (loss) margin on a forward-looking basis because we are unable to predict with reasonable certainty our future stock-based compensation expense, fair value adjustments, variable interest expense, litigation and restructuring expense, foreign currency transaction impact, 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 adjusted EBITDA margin to the most directly comparable GAAP measure, GAAP net income (loss) and net income (loss) margin, on a forward-looking basis.
Conference Call Information for Today, Tuesday, August 5, 2025 at 5:00 p.m. ET
Management will host a conference call to discuss the results on Tuesday, August 5, 2025 at 5:00 p.m. ET. The live audio webcast along with supplemental information will be accessible at ir.comscore.com/events-presentations. Participants can obtain dial-in information by registering for the call at the same web address and are advised to register in advance of the call to avoid delays. Following the conference call, a replay will be available via webcast at ir.comscore.com/events-presentations.
About Comscore
Comscore is a global, 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 empowers media buyers and sellers to quantify their multiscreen behavior and make meaningful 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, our expectations, forecasts, plans and opinions regarding expected revenue and adjusted EBITDA margin for 2025, revenue drivers and growth opportunities, the timing of revenue recognition, demand for our products, and industry factors and economic conditions. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, changes in our business and customer, partner and vendor relationships and contracts; external market conditions and competition; continued changes or declines in ad spending or other macroeconomic factors; evolving trade policies and privacy and regulatory standards; product adoption rates; and our ability to achieve our expected strategic, financial and operational plans. For additional discussion of risk factors, please refer to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that we make 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. We do not intend or undertake, and expressly disclaim, 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 in this press release adjusted EBITDA and adjusted EBITDA margin, 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), net income (loss) margin, 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, net income (loss) and net income (loss) margin. These reconciliations should be carefully evaluated.

Media
Marie Scoutas
Comscore, Inc.
press@comscore.com

Investors
John Tinker
Comscore, Inc.
212-203-2129
jtinker@comscore.com


COMSCORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of As of
June 30, 2025 December 31, 2024
(In thousands, except share and per share data) (Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 25,993  $ 29,937 
Restricted cash 3,533  3,531 
Accounts receivable, net of allowances of $467 and $462, respectively
 54,442  64,266 
Prepaid expenses and other current assets 12,483  10,323 
Total current assets 96,451  108,057 
Property and equipment, net 45,846  47,116 
Operating right-of-use assets 11,379  13,173 
Deferred tax assets 2,809  2,624 
Intangible assets, net 3,793  5,058 
Goodwill 248,467  246,010 
Other non-current assets 7,141  8,209 
Total assets $ 415,886  $ 430,247 
Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable $ 15,167  $ 16,471 
Accrued expenses 42,006  35,013 
Contract liabilities 43,050  45,464 
Accrued dividends 17,895  8,962 
Customer advances 7,320  9,566 
Current operating lease liabilities 8,433  8,598 
Other current liabilities 5,915  7,230 
Total current liabilities 139,786  131,304 
Secured term loan 39,990  40,718 
Non-current operating lease liabilities 11,127  14,805 
Non-current portion of accrued data costs 28,219  33,551 
Deferred tax liabilities 1,422  891 
Other non-current liabilities 9,541  9,771 
Total liabilities 230,085  231,040 
Commitments and contingencies
Convertible redeemable preferred stock, $0.001 par value; 104,000,000 shares authorized as of June 30, 2025 and 100,000,000 shares authorized as of December 31, 2024; 95,784,903 shares issued and outstanding as of June 30, 2025 and December 31, 2024; aggregate liquidation preference of $254,665 as of June 30, 2025, and $245,732 as of December 31, 2024
 207,470  207,470 
Stockholders' equity (deficit):
Preferred stock, $0.001 par value; 1,000,000 shares authorized as of June 30, 2025 and 5,000,000 shares authorized as of December 31, 2024; no shares issued or outstanding as of June 30, 2025 or December 31, 2024
 —  — 
Common stock, $0.001 par value; 16,750,000 shares authorized as of June 30, 2025 and 13,750,000 shares authorized as of December 31, 2024; 5,353,019 shares issued and 5,014,780 shares outstanding as of June 30, 2025, and 5,228,814 shares issued and 4,890,575 shares outstanding as of December 31, 2024
5  5 
Additional paid-in capital 1,715,149  1,714,052 
Accumulated other comprehensive loss (10,153) (18,068)
Accumulated deficit (1,496,686) (1,474,268)
Treasury stock, at cost, 338,239 shares as of June 30, 2025 and December 31, 2024
 (229,984) (229,984)
Total stockholders' equity (deficit) (21,669) (8,263)
Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit) $ 415,886  $ 430,247 



COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
(In thousands, except share and per share data) 2025 2024 2025 2024
Revenues $ 89,389  $ 85,837  $ 175,098  $ 172,632 
Cost of revenues (1) (2)
 53,099  51,953  104,846  102,020 
Selling and marketing (1) (2)
 16,663  14,812  31,466  30,176 
Research and development (1) (2)
7,804  8,373  15,922  17,140 
General and administrative (1) (2)
 12,872  11,334  25,347  24,547 
Amortization of intangible assets 632  800  1,264  1,601 
Restructuring —  493  —  953 
Total expenses from operations 91,070  87,765  178,845  176,437 
Loss from operations (1,681) (1,928) (3,747) (3,805)
(Loss) gain from foreign currency transactions (3,803) (248) (5,546) 715 
Interest expense, net (1,553) (444) (3,311) (1,016)
Other income, net —  376  —  651 
Loss before income taxes (7,037) (2,244) (12,604) (3,455)
Income tax (provision) benefit (2,455) 536  (881) 693 
Net loss $ (9,492) $ (1,708) $ (13,485) $ (2,762)
Net loss available to common stockholders:
Net loss $ (9,492) $ (1,708) $ (13,485) $ (2,762)
Convertible redeemable preferred stock dividends (4,494) (4,244) (8,933) (8,484)
Total net loss available to common stockholders $ (13,986) $ (5,952) $ (22,418) $ (11,246)
Net loss per common share:
Basic and diluted $ (2.73) $ (1.19) $ (4.41) $ (2.28)
Weighted-average number of shares used in per share calculation - Common Stock:
Basic and diluted 5,114,830  4,991,496  5,078,069  4,938,464 
Comprehensive loss:
Net loss $ (9,492) $ (1,708) $ (13,485) $ (2,762)
Other comprehensive loss:
Foreign currency cumulative translation adjustment 5,276  (110) 7,915  (2,097)
Total comprehensive loss $ (4,216) $ (1,818) $ (5,570) $ (4,859)
(1) Excludes amortization of intangible assets, which is presented as a separate line item.
(2) Stock-based compensation expense is included in the line items above as follows:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Cost of revenues $ 399  $ 156  $ 561  $ 399 
Selling and marketing 383  139  507  279 
Research and development 239  105  336  285 
General and administrative 727  611  1,082  1,426 
Total stock-based compensation expense $ 1,748  $ 1,011  $ 2,486  $ 2,389 


COMSCORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
(In thousands) 2025 2024
Operating activities:
Net loss $ (13,485) $ (2,762)
Adjustments to reconcile to net cash provided by operating activities:
Depreciation 11,674  10,657 
Non-cash operating lease expense 2,500  2,653 
Stock-based compensation expense 2,486  2,389 
Amortization expense of finance leases 1,857  1,656 
Amortization of intangible assets 1,264  1,601 
Deferred tax provision (benefit) 538  (365)
Other 1,311  453 
Changes in operating assets and liabilities:
Accounts receivable 11,255  9,322 
Prepaid expenses and other assets (1,077) 492 
Accounts payable, accrued expenses and other liabilities 515  (1,584)
Contract liabilities and customer advances (4,460) (4,151)
Operating lease liabilities (4,384) (4,758)
Net cash provided by operating activities 9,994  15,603 
Investing activities:
Capitalized internal-use software costs (10,868) (11,664)
Purchases of property and equipment (524) (456)
Net cash used in investing activities (11,392) (12,120)
Financing activities:
Principal payments on finance leases (1,609) (1,161)
Principal payments on insurance financing (1,321) — 
Contingent consideration payment at initial value (859) (3,704)
Payment of financing and debt issuance costs (559) — 
Principal payments of term loan (225) — 
Payments of line of credit —  (6,000)
Other (3) (95)
Net cash used in financing activities (4,576) (10,960)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,032  (616)
Net decrease in cash, cash equivalents and restricted cash (3,942) (8,093)
Cash, cash equivalents and restricted cash at beginning of period 33,468  22,936 
Cash, cash equivalents and restricted cash at end of period $ 29,526  $ 14,843 
    
As of June 30,
2025 2024
Cash and cash equivalents $ 25,993  $ 14,655 
Restricted cash 3,533  188 
Total cash, cash equivalents and restricted cash $ 29,526  $ 14,843 


Reconciliation of Non-GAAP Financial Measures
The following table presents a reconciliation of GAAP net loss and net loss margin to non-GAAP adjusted EBITDA and adjusted EBITDA margin for each of the periods identified. Beginning in 2025 and for comparable prior periods, adjusted EBITDA is presented excluding the impact of foreign currency transactions, as described above.
Three Months Ended June 30, Six Months Ended June 30,
(In thousands)
2025 (Unaudited)
2024 (Unaudited)
2025 (Unaudited)
2024 (Unaudited)
GAAP net loss
 $ (9,492) $ (1,708) $ (13,485) $ (2,762)
Depreciation 5,869  5,409  11,674  10,657 
Income tax provision (benefit) 2,455  (536) 881  (693)
Interest expense, net 1,553  444  3,311  1,016 
Amortization expense of finance leases 948  1,012  1,857  1,656 
Amortization of intangible assets 632  800  1,264  1,601 
EBITDA 1,965  5,421  5,502  11,475 
Adjustments:
Loss (gain) from foreign currency transactions 3,803  248  5,546  (715)
Stock-based compensation expense 1,748  1,011  2,486  2,389 
Transformation costs (1)
 1,035  —  2,042  75 
Amortization of cloud-computing implementation costs 364  362  709  724 
Restructuring —  493  —  953 
Other (2)
 —  (377) —  (574)
Non-GAAP adjusted EBITDA $ 8,915  $ 7,158  $ 16,285  $ 14,327 
Net loss margin (3)
 (10.6) % (2.0) % (7.7) % (1.6) %
Non-GAAP adjusted EBITDA margin (4)
 10.0  % 8.3  % 9.3  % 8.3  %
(1) Transformation costs represent (1) expenses incurred prior to formal launch of identified strategic projects with anticipated long-term benefits to the company, generally relating to third-party professional fees and non-capitalizable technology costs tied directly to the identified projects, and (2) severance costs associated with the reorganization of our teams in connection with the identified projects.
(2) Adjustments to Other primarily reflect non-cash changes in the fair value of warrants liability included in other income, net and changes in the fair value of contingent consideration liability included in general and administrative expense on our Condensed Consolidated Statements of Operations and Comprehensive Loss.
(3) Net loss margin is calculated by dividing net loss by revenues reported on our Condensed Consolidated Statements of Operations and Comprehensive Loss for the applicable period.
(4) Non-GAAP adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenues reported on our Condensed Consolidated Statements of Operations and Comprehensive Loss for the applicable period.


Revenues
Revenues from our offerings of products and services are as follows:
Three Months Ended June 30,
(In thousands)
2025 (Unaudited)
 % of Revenue
2024 (Unaudited)
 % of Revenue $ Variance % Variance
Content & Ad Measurement
Syndicated Audience (1)
 $ 63,953  71.5  % $ 64,189  74.8  % $ (236) (0.4) %
Cross-Platform 12,800  14.3  % 8,000  9.3  % 4,800  60.0  %
Total Content & Ad Measurement 76,753  85.9  % 72,189  84.1  % 4,564  6.3  %
Research & Insight Solutions 12,636  14.1  % 13,648  15.9  % (1,012) (7.4) %
Total revenues $ 89,389  100.0  % $ 85,837  100.0  % $ 3,552  4.1  %
(1) Syndicated Audience revenue includes revenue from our movies business, which grew from $9.3 million in the second quarter of 2024 to $9.6 million in the second quarter of 2025.
Six Months Ended June 30,
(In thousands)
2025 (Unaudited)
 % of Revenue
2024 (Unaudited)
 % of Revenue $ Variance % Variance
Content & Ad Measurement
Syndicated Audience (1)
 $ 127,457  72.8  % $ 128,789  74.6  % $ (1,332) (1.0) %
Cross-Platform 22,462  12.8  % 16,020  9.3  % 6,442  40.2  %
Total Content & Ad Measurement 149,919  85.6  % 144,809  83.9  % 5,110  3.5  %
Research & Insight Solutions 25,179  14.4  % 27,823  16.1  % (2,644) (9.5) %
Total revenues $ 175,098  100.0  % $ 172,632  100.0  % $ 2,466  1.4  %
(1) Syndicated Audience revenue includes revenue from our movies business, which grew from $18.4 million in the six months ended June 30, 2024 to $19.0 million in the six months ended June 30, 2025.