Comscore (SCOR) FY2025 10-K Risk Factors: 4 New, 7 Dropped

What the changes say

Foreign net operating loss carryforwards of $5.6 million face expiration risks starting in 2028.
Dilution risks increased significantly from preferred stock convertibility and equity awards.
Data privacy, security, and potential litigation risks threaten brand reputation and operational costs.

What changed since the prior 10-K

New

NewRisks Related to Our Results of Operations
of the enactment of the Tax Cuts and Jobs Act ("TCJA"). As of December 31, 2025, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries to be $5.6 million, which begin to expire in 2028
Foreign net operating loss carryforwards totaled $5.6 million as of December 31, 2025, and begin expiring in 2028.
NewRisks Related to Legal and Regulatory Compliance, Litigation and Tax Matters
Any loss or unauthorized disclosure of sensitive data could expose us to liability and damage our brand and reputation
Phishing attacks or unauthorized physical access could expose sensitive employee, customer, or vendor data and damage our reputation.
NewRisks Related to Legal and Regulatory Compliance, Litigation and Tax Matters
Our involvement in pending and future litigation could result in substantial costs and adverse outcomes
Ordinary course litigation and regulatory matters could impose substantial legal costs, fines, and management distraction.
NewRisks Related to Our Capital Structure and Financings
Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of December 31, 2025, our Series C Preferred Stock was convertible into an aggregate of 12,670,863 shares of Common Stock at the election of the holders
Series C Preferred Stock was convertible into 12,670,863 shares of Common Stock as of December 31, 2025, creating potential dilution.

Dropped

DroppedRisks Related to Our Business and Our Technologies
challenges 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
DroppedRisks Related to Our Business and Our Technologies
of 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
DroppedRisks Related to Our Results of Operations
Changes in the fair value of our derivative financial instruments could adversely affect our financial condition and results of operations
DroppedRisks Related to Our Capital Structure and Financings
In 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
DroppedRisks Related to Our Capital Structure and Financings
Pursuant 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
Competitor leverage with data providers and digital publishers blocking access.
DroppedRisks Related to Our Capital Structure and Financings
Our 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
DroppedRisks Related to Our Capital Structure and Financings
Actions of activist stockholders may disrupt our business and cause fluctuations in our stock price

Reworded

80% rewrittenRisks Related to Our Capital Structure and Financings
The holders of our preferred stock have significant 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
Updated references to Liberty Broadband replacing Qurate, and clarified preferred stockholders' influence and potential conflicts.
Was: The 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
64% rewrittenRisks Related to Our Business and Our Technologies
If 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
Added explicit mention of challenges in methodological approaches leading to potentially inferior products and harmed financial performance.
61% rewrittenRisks Related to Our Results of Operations
Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income
Updated U.S. federal and state net operating loss figures to $572.6 million and $1.4 billion as of December 31, 2025.
54% rewrittenRisks Related to Our Business and Our Technologies
We 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
Refined third-party hosting dependencies and vulnerability descriptions without changing core facility risks.
47% rewrittenRisks Related to Legal and Regulatory Compliance, Litigation and Tax Matters
Concern 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
Expanded regulatory environment scope to specifically highlight the use of AI in data collection and processing.
46% rewrittenRisks Related to Legal and Regulatory Compliance, Litigation and Tax Matters
An 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
Clarified that intellectual property disputes could harm customer relationships and deter future customers.
45% rewrittenRisks Related to Our Business and Our Technologies
Our restructuring activities and cost-reduction initiatives may not deliver the expected results and could disrupt our business operations
Removed specific reference to the 2022 workforce reduction while keeping general restructuring and cost-reduction risks.
43% rewrittenRisks Related to Our Business and Our Technologies
We derive a significant portion of our revenues from sales of our subscription-based products. If our customers terminate, reduce or fail to renew their subscriptions, our business could suffer
Specified recent revenue declines in syndicated audience offerings, primarily related to national TV and syndicated digital products.
Was: We 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
38% rewrittenRisks Related to Our Business and Our Technologies
Macroeconomic factors could continue to adversely affect our business and financial results
38% rewrittenRisks Related to Our Results of Operations
We have a history of significant net losses, may incur significant net losses in the future and may not achieve profitability
38% rewrittenRisks Related to Our Capital Structure and Financings
General Risks Related to Ownership of Our Common Stock
32% rewrittenRisks Related to Our Capital Structure and Financings
Our 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
30% rewrittenRisks Related to Our Business and Our Technologies
Our 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
28% rewrittenRisks Related to Our Business and Our Technologies
We may expand through investments in, acquisitions of, or the development of new products with assistance from, other companies or we may consider other strategic transactions, any of which may not be successful and may divert our management's attention
Was: We 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
24% rewrittenRisks Related to Our Results of Operations
Our 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
22% rewrittenRisks Related to Our Results of Operations
We may not be able to generate or obtain sufficient cash to service our debt, lease facilities and trade payables
Was: We may not be able to generate or obtain sufficient cash to service our debt, dividend obligations, lease facilities and trade payables

All 43 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Capital Structure and Financings

01General Risks Related to Ownership of Our Common Stock38% rewritten
38The holders of our preferred stock have significant influence over the Company, may prevent other stockholders from influencing significant corporate decisions, and may have interests that conflict with those of our other stockholders80% rewritten
39Our 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 condition32% rewritten
40In 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
41We may require additional capital to support our business, and this capital may not be available on acceptable terms or at all
42Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of December 31, 2025, our Series C Preferred Stock was convertible into an aggregate of 12,670,863 shares of Common Stock at the election of the holdersNew
43Provisions 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

02Macroeconomic factors could continue to adversely affect our business and financial results38% rewritten
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
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 harmed64% rewritten
05We 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
06If we fail to respond to technological developments or evolving industry standards, our products may become obsolete or less competitive
07Our business may be harmed if we deliver, or are perceived to deliver, inaccurate or untimely information products
08Our business may be harmed if we change our methodologies or the scope of information we collect
09If 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
10We derive a significant portion of our revenues from sales of our subscription-based products. If our customers terminate, reduce or fail to renew their subscriptions, our business could suffer43% rewritten
11Our 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 impaired30% rewritten
12If 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
13We may expand through investments in, acquisitions of, or the development of new products with assistance from, other companies or we may consider other strategic transactions, any of which may not be successful and may divert our management's attention28% rewritten
14System failures, security breaches or delays in the operation of our computer and communications systems may harm our business
15We are subject to customer and partner security reviews, and failure to pass these reviews could have an adverse impact on our operations
16We 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 business54% rewritten
17Our restructuring activities and cost-reduction initiatives may not deliver the expected results and could disrupt our business operations45% rewritten
18We 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
19The 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

20Our 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 decline24% rewritten
21We may not be able to generate or obtain sufficient cash to service our debt, lease facilities and trade payables22% rewritten
22Our financial condition and results of operations could suffer and be adversely affected if we incur another impairment of goodwill or other intangible assets
23We have a history of significant net losses, may incur significant net losses in the future and may not achieve profitability38% rewritten
24Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income61% rewritten
25of the enactment of the Tax Cuts and Jobs Act ("TCJA"). As of December 31, 2025, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries to be $5.6 million, which begin to expire in 2028New

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

26Concern 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 business47% rewritten
27Any loss or unauthorized disclosure of sensitive data could expose us to liability and damage our brand and reputationNew
28Domestic or foreign laws, regulations or enforcement actions may further 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
29Our involvement in pending and future litigation could result in substantial costs and adverse outcomesNew
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 licenses46% rewritten
31The success of our business depends in large part on our ability to protect and enforce our intellectual property rights
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
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
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

35Our business is susceptible to risks associated with international operations
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
37Changes in foreign currencies could have a significant effect on our operating results

Other Comscore 10-Ks

FY2024 10-K risk factors
46 risks
ComScore faces severe financial distress with a $1.5 billion accumulated deficit and ongoing net losses of $60.2 million in 2024.
Filed Mar 06, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.