Comscore (SCOR) risk factors, FY2024 10-K

Risks Related to Our Capital Structure and Financings

1. 01General Risks Related to Ownership of Our Common Stock
2. 38The holders of our Preferred Stock have significance influence over the Company, may prevent other stockholders from influencing significant corporate decisions, and may have interests that conflict with those of our other stockholders
3. 39In 2024, we issued additional shares of Preferred Stock to the Investors in exchange for cancellation of our obligation to pay accrued dividends to the Investors for annual dividend periods ended in 2023 and 2024
4. 40Pursuant to the Stockholders Agreement, each Investor has consent rights over certain matters. As a result, each Investor is able to influence corporate matters and transactions in a different way than other stockholders
5. 41Our credit facility may impact our ability to operate our business and secure additional financing in the future, and any failure to meet our debt obligations could adversely affect our business and financial condition
6. 42In addition, we are subject to financial covenants under the Credit Agreement, including a requirement to maintain a maximum Senior Leverage Ratio and minimum Liquidity (each as defined in the Credit Agreement) during the term of the facility
7. 43We may require additional capital to support our business, and this capital may not be available on acceptable terms or at all
8. 44Our outstanding securities and dividend obligations, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders
9. 45Actions of activist stockholders may disrupt our business and cause fluctuations in our stock price
10. 46Provisions in our certificate of incorporation, bylaws and under Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our Common Stock

Risks Related to Our Business and Our Technologies

1. 02Macroeconomic factors could continue to adversely affect our business and financial results
2. 03The market for media measurement and analytics products is highly competitive, and if we cannot compete effectively, our revenues could decline and our business could be harmed
3. 04If we are unable to provide television, digital or cross-platform analytics, or if our analytics are incomplete, our ability to maintain and grow our business will be harmed
4. 05challenges in our methodological approaches, our products may be inferior to other offerings, and we may be unable to meet our customers' demands. In such event, our business and financial performance may be harmed
5. 06We depend on third parties for data and services that are critical to our business, and our business could suffer if we cannot continue to obtain reliable data from these suppliers or if third parties place additional restrictions on our use of such data
6. 07If we fail to respond to technological developments or evolving industry standards, our products may become obsolete or less competitive
7. 08Our business may be harmed if we deliver, or are perceived to deliver, inaccurate or untimely information products
8. 09Our business may be harmed if we change our methodologies or the scope of information we collect
9. 10If we are not able to maintain panels of sufficient size and scope, or if the costs of establishing and maintaining our panels continue to increase, our business could be harmed
10. 11We derive a significant portion of our revenues from sales of our subscription-based products. If our customers terminate or fail to renew their subscriptions, our business could suffer
11. 12Our growth depends upon our ability to retain existing large customers and add new large customers. To the extent we are not successful in doing so, our ability to grow revenue and attain profitability and positive cash flow may be impaired
12. 13If we are unable to effectively persuade customers to buy our products in substitution for those of an incumbent services provider, our revenue growth may suffer
13. 14We may expand through investments in, acquisitions of, or the development of new products with assistance from, other companies, any of which may not be successful and may divert our management's attention
14. 15System failures, security breaches or delays in the operation of our computer and communications systems may harm our business
15. 16We are subject to customer and partner security reviews, and failure to pass these reviews could have an adverse impact on our operations
16. 17We rely on a small number of third-party service providers to host and deliver our products, and any interruptions or delays in services from these third parties could impair the delivery of our products and harm our business
17. 18of our business. Additionally, if our current facilities fail to have sufficient cooling capacity or availability of electrical power, we would need to find alternative facilities and could experience delays in delivering our products
18. 19Our restructuring activities and cost reduction initiatives may not deliver the expected results and could disrupt our business operations
19. 20We rely heavily on our management team and other personnel to operate and grow our business. The loss of one or more key employees, the inability to attract and retain qualified personnel, or the failure to integrate new personnel could harm our business
20. 21The availability and effectiveness of equity awards as a means to recruit and retain key personnel have diminished, and we may need to request additional shares for our equity plan or grant equity awards outside of our existing plan

Risks Related to Our Results of Operations

1. 22Our revenues and results of operations may fluctuate in the future. As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to decline
2. 23We may not be able to generate or obtain sufficient cash to service our debt, dividend obligations, lease facilities and trade payables
3. 24Our financial condition and results of operations could suffer and be adversely affected if we incur another impairment of goodwill or other intangible assets
4. 25Changes in the fair value of our derivative financial instruments could adversely affect our financial condition and results of operations
5. 26We have a history of significant net losses, may incur significant net losses in the future and may not achieve profitability
6. 27Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income

Risks Related to Legal and Regulatory Compliance, Litigation and Tax Matters

1. 28Concern over data privacy and security, AI and data governance could lead to regulatory scrutiny, public relations problems, contractual disputes and lawsuits, which could harm our business
2. 29Domestic or foreign laws, regulations or enforcement actions may limit our ability to collect and incorporate media usage information in our products, which may decrease their value and cause an adverse impact on our business and financial results
3. 30An assertion from a third party that we are infringing its intellectual property rights, whether such assertion is valid or not, could subject us to costly and time-consuming litigation or expensive licenses
4. 31The success of our business depends in large part on our ability to protect and enforce our intellectual property rights
5. 32Our use of open source software could limit our ability to sell our products, subject our code to public disclosure or require us to reengineer our products
6. 33We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations
7. 34Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales

Risks Related to International Operations

1. 35Our business is susceptible to risks associated with international operations
2. 36Export controls and economic and trade sanctions laws could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws
3. 37Changes in foreign currencies could have a significant effect on our operating results