comScore (SCOR) divests Movies Business for $70M and fully repays $40.1M term debt
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
comScore, Inc. sold its box office measurement, reporting and analytics operations and its Hollywood Software business, including 100% of Rentrak, LLC, to Flix Buyer Inc., an affiliate of Advaya Capital, for a base purchase price of $70.0 million in cash, subject to customary adjustments. The deal closed the same day the equity purchase agreement was signed on May 27, 2026, and includes five-year non‑compete and non‑solicitation covenants and transition service agreements to support the buyer.
The company used a portion of the proceeds to repay in full approximately $40.1 million owed under its December 31, 2024 Credit Agreement with Blue Torch Finance LLC, terminating the term loan, guarantees, liens and related obligations. Unaudited pro forma financials show 2025 revenues decreasing from $357.5 million historically to $319.0 million without the Movies Business and 2025 net loss widening to $20.8 million, including an estimated after‑tax loss on sale of about $7.4 million.
Positive
- Debt reduction and simplification of capital structure: Roughly $40.1 million under the Credit Agreement was repaid in full, eliminating a $34.3 million secured term loan, related guarantees, liens and credit extension obligations.
Negative
- Smaller revenue base and loss on sale: 2025 pro forma revenues fall from $357.5 million to $319.0 million and include an estimated initial after-tax loss on the Movies Business sale of about $7.4 million, contributing to a wider pro forma net loss.
Insights
Sale funds a major debt paydown but reduces revenue base.
comScore sold its Movies Business for a $70.0 million base price and received estimated net cash proceeds of about $57.8 million. It applied roughly $40.1 million to fully repay and terminate its secured Credit Agreement with Blue Torch Finance LLC, removing a $34.3 million term loan from the balance sheet.
Pro forma results indicate lower leverage but a smaller business. 2025 revenues drop from $357.5 million to $319.0 million, and net results shift from $10.0 million loss historically to a $20.8 million net loss after reflecting the estimated $7.4 million after‑tax loss on sale and debt‑related adjustments.
Future Company filings for periods after June 30, 2026 will show actual, rather than estimated, effects of the divestiture and Credit Agreement termination, which will help clarify the ongoing earnings profile without the Movies Business.
8-K Event Classification
4 items: 1.01, 1.02, 2.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base purchase price: $70.0 million
Net cash proceeds at closing: $57.8 million
Debt repaid under Credit Agreement: $40.1 million
+5 more
8 metrics
Base purchase price
$70.0 million
Cash consideration for Movies Business sale to Flix Buyer Inc.
Net cash proceeds at closing
$57.8 million
Estimated initial net proceeds after adjustments, escrow and costs
Debt repaid under Credit Agreement
$40.1 million
Obligations to Blue Torch Finance LLC repaid and terminated
Estimated after-tax loss on sale
$7.4 million
Initial estimated loss from Movies Business disposal
2025 historical revenue
$357.5 million
Company revenue before removing Movies Business
2025 pro forma revenue
$319.0 million
Revenue after excluding Movies Business operations
Term loan balance removed
$34.3 million
Secured term loan eliminated from non-current liabilities
2025 pro forma net loss
$20.8 million
Net loss including sale and debt termination effects
Key Terms
Equity Purchase Agreement, transition service agreements, Credit Agreement, unaudited pro forma condensed consolidated financial statements, +2 more
6 terms
Equity Purchase Agreement financial
"entered into an Equity Purchase Agreement (the "Purchase Agreement") with an affiliate"
An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.
transition service agreements financial
"entered into various ancillary agreements, including transition service agreements pursuant to which"
Credit Agreement financial
"repay in full all of its obligations under the Financing Agreement, dated as of December 31, 2024"
A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.
unaudited pro forma condensed consolidated financial statements financial
"UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Overview On May 27, 2026"
non-solicitation covenants financial
"will be subject to certain non-solicitation covenants with respect to the Movies Business"
Non-solicitation covenants are contractual promises that prohibit a party—often a departing employee or a seller in a deal—from actively reaching out to a company’s customers, clients, or staff to persuade them to leave. Think of it like a “no-poaching” rule that protects relationships and personnel; investors care because such clauses help preserve revenue streams, protect key talent after transactions, and reduce the risk that value is lost through poaching or disrupted customer ties.
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): May 27, 2026
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 1.01 Entry into a Material Definitive Agreement.
On May 27, 2026, comScore, Inc. (the "Company"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with an affiliate of Advaya Capital, Flix Buyer Inc. (the "Purchaser"), pursuant to which the Company sold its box office measurement, reporting and analytics business and its Hollywood Software business (collectively, the "Movies Business"), including 100% of the interests of Rentrak, LLC ("Rentrak"), an Oregon limited liability company and wholly owned subsidiary of the Company, to the Purchaser for an aggregate base purchase price of $70.0 million in cash, subject to customary adjustments and other terms as more fully set forth in the Purchase Agreement (the "Transaction"). The Transaction was completed simultaneously with the signing of the Purchase Agreement on May 27, 2026 (the "Closing Date").
The Purchase Agreement includes various representations, warranties and covenants of the parties customary for transactions of this type. Under the Purchase Agreement, the Company agreed that for a period of five years following the Closing Date, and subject to certain exceptions, the Company and its subsidiaries will not engage in certain activities competitive with the Movies Business and will be subject to certain non-solicitation covenants with respect to the Movies Business.
In connection with the Transaction, the Company and Rentrak, or their respective affiliates, entered into various ancillary agreements, including transition service agreements pursuant to which the Company or its affiliate will provide Rentrak or its affiliate with certain transition services for a limited period following the Closing Date.
The foregoing summary of the Purchase Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the Transaction and pursuant to a payoff letter agreement between the Company and Blue Torch Finance LLC, as administrative agent and collateral agent, the Company used a portion of proceeds from the Transaction to repay in full all of its obligations under the Financing Agreement, dated as of December 31, 2024, by and among the Company, as administrative borrower; each subsidiary of the Company party thereto as a guarantor; Blue Torch Finance LLC, as administrative agent and collateral agent; and the lenders from time to time party thereto (as amended, the "Credit Agreement"). Upon receipt of such repayment, which totaled approximately $40.1 million, the Credit Agreement and related documents and obligations, including all obligations of the lenders under the Credit Agreement to extend credit to the Company and all guarantees, liens and security interests provided thereunder, were terminated.
The material terms of the Credit Agreement are more fully described in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 26, 2026, which description is incorporated herein by reference. The description of the Credit Agreement incorporated by reference is not complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.01.
Item 9.01 Financial Statements and Exhibits.
(b) Unaudited Pro Forma Financial Statements
Pro forma financial statements and related notes thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K.
(d) Exhibits.
2
| Exhibit No. | Description | |||||||
| 2.1* | Equity Purchase Agreement, dated as of May 27, 2026, by and between comScore, Inc. and Flix Buyer Inc. | |||||||
| 99.1 | Unaudited Pro Forma Financial Statements of comScore, Inc. | |||||||
| 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 | |||||||
*Portions of the Equity Purchase Agreement, as well as schedules and exhibits to the Equity Purchase Agreement, have been omitted pursuant to Items 601(b)(2)(ii) and 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any omitted terms, schedules or exhibits to the SEC or its staff upon request.
3
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: June 2, 2026
4
Exhibit 99.1
COMSCORE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Overview
On May 27, 2026, comScore, Inc. (the "Company"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with an affiliate of Advaya Capital, Flix Buyer Inc. (the "Purchaser"), pursuant to which the Company sold its box office measurement, reporting and analytics business and its Hollywood Software business (collectively, the "Movies Business"), including 100% of the interests of Rentrak, LLC ("Rentrak"), an Oregon limited liability company and wholly owned subsidiary of the Company, to the Purchaser for an aggregate base purchase price of $70.0 million in cash, subject to customary adjustments and other terms as more fully set forth in the Purchase Agreement (the "Transaction"). The Transaction was completed simultaneously with the signing of the Purchase Agreement on May 27, 2026 (the "Closing Date").
In connection with the Transaction, the Company and Rentrak, or their respective affiliates, entered into various ancillary agreements, including transition service agreements pursuant to which the Company or its affiliate will provide Rentrak or its affiliate with certain transition services for a limited period following the Closing Date.
Also on the Closing Date, in connection with the Transaction and pursuant to a payoff letter agreement between the Company and Blue Torch Finance LLC, as administrative agent and collateral agent, the Company used a portion of proceeds from the Transaction to repay in full all of its obligations under the Financing Agreement, dated as of December 31, 2024, by and among the Company, as administrative borrower; each subsidiary of the Company party thereto as a guarantor; Blue Torch Finance LLC, as administrative agent and collateral agent; and the lenders from time to time party thereto (as amended, the "Credit Agreement"). Upon receipt of such repayment, which totaled approximately $40.1 million, the Credit Agreement and related documents and obligations, including all obligations of the lenders under the Credit Agreement to extend credit to the Company and all guarantees, liens and security interests provided thereunder, were terminated. For purposes of these financial statements, the Credit Agreement repayment, termination and related matters are referred to collectively as the "Credit Agreement Termination".
Basis of Presentation
The following unaudited pro forma condensed consolidated financial statements of the Company and its subsidiaries were derived from its historical consolidated financial statements and are being presented to give effect to the Transaction and the Credit Agreement Termination. The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026 gives effect to the Transaction and the Credit Agreement Termination as if these events had occurred on March 31, 2026. The unaudited pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 reflect pro forma results of the Company's operations as if the Transaction and the Credit Agreement Termination had occurred on January 1, 2025, the beginning of the Company's most recently completed fiscal year.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with: (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements, (ii) the Company's audited consolidated financial statements, the accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 26, 2026, and (iii) the Company's unaudited condensed consolidated financial statements, the accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 15, 2026.
The unaudited pro forma condensed consolidated financial statements, which have been prepared in accordance with Rule 8-05 and Article 11 of U.S. Securities and Exchange Commission ("SEC") Regulation S-X, are for informational purposes only and are not intended to be a complete presentation of the Company's operating results or financial position had the Transaction and the Credit Agreement Termination occurred as of and for the periods indicated, nor do they purport to
project the results of operations or financial position for any future period or as of any future date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.
COMSCORE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
| As of March 31, 2026 (in thousands except for share and per share data) | Historical Comscore (as reported) | Movies Business (Note 1) | Pro Forma Adjustments (Note 2) | Notes | Pro Forma Comscore | ||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 22,044 | $ | (4,611) | $ | 18,403 | c | $ | 35,836 | ||||||||
| Restricted cash | 3,038 | — | 4,000 | d | 7,038 | ||||||||||||
| Accounts receivable | 55,533 | (2,393) | — | 53,140 | |||||||||||||
| Prepaid expenses and other current assets | 11,742 | (386) | 4,143 | e | 15,499 | ||||||||||||
| Total current assets | 92,357 | (7,390) | 26,546 | 111,513 | |||||||||||||
| Property and equipment, net | 43,048 | (3,089) | — | 39,959 | |||||||||||||
| Operating right-of-use assets | 7,332 | (302) | — | 7,030 | |||||||||||||
| Deferred tax assets | 3,033 | 12 | — | 3,045 | |||||||||||||
| Intangible assets, net | 1,897 | — | — | 1,897 | |||||||||||||
| Goodwill | 248,131 | (63,078) | — | 185,053 | |||||||||||||
| Other non-current assets | 4,372 | (125) | (878) | f | 3,369 | ||||||||||||
| Total assets | $ | 400,170 | $ | (73,972) | $ | 25,668 | $ | 351,866 | |||||||||
| LIABILITIES | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable | $ | 22,004 | $ | (808) | $ | — | $ | 21,196 | |||||||||
| Accrued expenses | 45,096 | (3,283) | 5,212 | g | 47,025 | ||||||||||||
| Contract liabilities | 42,970 | (2,667) | — | 40,303 | |||||||||||||
| Customer advances | 7,465 | — | — | 7,465 | |||||||||||||
| Current operating lease liabilities | 8,838 | (183) | — | 8,655 | |||||||||||||
| Other current liabilities | 7,264 | (2,949) | 2,199 | h | 6,514 | ||||||||||||
| Total current liabilities | 133,637 | (9,890) | 7,411 | 131,158 | |||||||||||||
| Secured term loan | 34,268 | — | (34,268) | i | — | ||||||||||||
| Non-current operating lease liabilities | 4,085 | (119) | — | 3,966 | |||||||||||||
| Non-current portion of accrued data costs | 21,817 | — | — | 21,817 | |||||||||||||
| Deferred tax liabilities | 2,354 | — | — | 2,354 | |||||||||||||
| Non-current payable to preferred stockholders | 4,611 | — | — | 4,611 | |||||||||||||
| Other non-current liabilities | 4,750 | (58) | — | 4,692 | |||||||||||||
| Total liabilities | 205,522 | (10,067) | (26,857) | 168,598 | |||||||||||||
| Series C convertible redeemable preferred stock | 89,654 | — | — | 89,654 | |||||||||||||
| STOCKHOLDERS EQUITY: | |||||||||||||||||
| Preferred stock | — | — | — | — | |||||||||||||
| Common stock | 15 | — | — | 15 | |||||||||||||
| Additional paid-in capital | 1,783,009 | — | — | 1,783,009 | |||||||||||||
| Accumulated other comprehensive loss | (11,803) | — | — | (11,803) | |||||||||||||
| Accumulated deficit | (1,436,243) | (63,905) | 52,525 | j | (1,447,623) | ||||||||||||
| Treasury stock, at cost | (229,984) | — | — | (229,984) | |||||||||||||
| Total stockholders' equity | 104,994 | (63,905) | 52,525 | 93,614 | |||||||||||||
| Total liabilities, convertible redeemable preferred stock and stockholders' equity | $ | 400,170 | $ | (73,972) | $ | 25,668 | $ | 351,866 | |||||||||
COMSCORE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three months ended March 31, 2026 (in thousands, except share and per share data) | Historical Comscore (as reported) | Movies Business (Note 1) | Pro Forma Adjustments (Note 2) | Notes | Pro Forma Comscore | |||||||||||||||
| Revenues | $ | 85,322 | $ | (9,951) | $ | — | $ | 75,371 | ||||||||||||
| Cost of revenues | 52,988 | (3,223) | — | 49,765 | ||||||||||||||||
| Selling and marketing | 15,656 | (2,698) | — | 12,958 | ||||||||||||||||
| Research and development | 7,786 | — | — | 7,786 | ||||||||||||||||
General and administrative | 12,780 | (919) | (100) | k | 11,761 | |||||||||||||||
| Amortization of intangible assets | 632 | — | — | 632 | ||||||||||||||||
| Total expenses from operations | 89,842 | (6,840) | (100) | 82,902 | ||||||||||||||||
| Loss from operations | (4,520) | (3,111) | 100 | (7,531) | ||||||||||||||||
| Gain from foreign currency transactions | 1,240 | (82) | — | 1,158 | ||||||||||||||||
| Interest expense, net | (1,750) | (6) | 1,518 | l | (238) | |||||||||||||||
| Loss on partial extinguishment of debt | (362) | — | 362 | m | — | |||||||||||||||
| Loss before income taxes | (5,392) | (3,199) | 1,980 | (6,611) | ||||||||||||||||
| Income tax provision | (856) | 59 | — | (797) | ||||||||||||||||
| Net loss | $ | (6,248) | $ | (3,140) | $ | 1,980 | $ | (7,408) | ||||||||||||
| Net loss available to common stockholders | $ | (6,248) | $ | (3,140) | $ | 1,980 | $ | (7,408) | ||||||||||||
| Net loss per common share: | ||||||||||||||||||||
| Basic and diluted | $ | (0.41) | $ | (0.49) | ||||||||||||||||
| Weighted-average number of shares used in per share calculation - common stock: | ||||||||||||||||||||
| Basic and diluted | 15,140,260 | 15,140,260 | ||||||||||||||||||
COMSCORE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the year ended December 31, 2025 (in thousands, except share and per share data) | Historical Comscore (as reported) | Movies Business (Note 1) | Pro Forma Adjustments (Note 2) | Notes | Pro Forma Comscore | |||||||||||||||
| Revenues | $ | 357,469 | $ | (38,420) | $ | — | $ | 319,049 | ||||||||||||
| Cost of revenues | 212,761 | (11,543) | — | 201,218 | ||||||||||||||||
| Selling and marketing | 59,902 | (10,977) | — | 48,925 | ||||||||||||||||
| Research and development | 30,174 | — | — | 30,174 | ||||||||||||||||
General and administrative | 47,594 | (3,220) | 5,059 | n | 49,433 | |||||||||||||||
| Amortization of intangible assets | 2,529 | — | — | 2,529 | ||||||||||||||||
| Total expenses from operations | 352,960 | (25,740) | 5,059 | 332,279 | ||||||||||||||||
| Income from operations | 4,509 | (12,680) | (5,059) | (13,230) | ||||||||||||||||
| Loss from foreign currency transactions | (5,892) | 55 | — | (5,837) | ||||||||||||||||
| Interest expense, net | (6,693) | (17) | 6,372 | o | (338) | |||||||||||||||
| Other income, net | — | — | 2,000 | p | 2,000 | |||||||||||||||
| Loss before income taxes | (8,076) | (12,642) | 3,313 | (17,405) | ||||||||||||||||
| Income tax provision | (1,928) | 5 | (1,500) | q | (3,423) | |||||||||||||||
| Net loss | $ | (10,004) | $ | (12,637) | $ | 1,813 | $ | (20,828) | ||||||||||||
| Net income available to common stockholders: | ||||||||||||||||||||
| Net loss | $ | (10,004) | $ | — | $ | — | $ | (20,828) | ||||||||||||
| Convertible redeemable preferred stock dividends | (18,767) | — | — | (18,767) | ||||||||||||||||
| Preferred stockholders' deemed contribution | 73,044 | — | — | 73,044 | ||||||||||||||||
| Net income allocated to convertible redeemable preferred stock | (21,704) | — | — | (21,704) | ||||||||||||||||
| Net income available to common stockholders | $ | 22,569 | $ | — | $ | — | $ | 11,745 | ||||||||||||
| Net income per common share: | ||||||||||||||||||||
| Basic | $ | 4.30 | $ | 2.24 | ||||||||||||||||
| Diluted | $ | 4.25 | $ | 2.21 | ||||||||||||||||
| Weighted-average number of shares used in per share calculation - common stock: | ||||||||||||||||||||
| Basic | 5,247,356 | 5,247,356 | ||||||||||||||||||
| Diluted | 5,307,608 | 5,307,608 | ||||||||||||||||||
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026, and the unaudited pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, include the following adjustments:
Note 1 – Movies Business
The Movies Business adjustments reflect the Company's current best estimate of the operations, assets and liabilities for the Movies Business that were disposed of pursuant to the Purchase Agreement. These amounts are considered preliminary and as such, actual amounts could differ materially from these estimates. The Company currently expects to finalize its accounting for the Transaction in connection with the preparation of its financial statements for the three and six months ended June 30, 2026.
Note 2 – Transaction Pro Forma Adjustments
The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026 and the unaudited pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and year ended December 31, 2025 reflect the following pro forma adjustments discussed below, which are inclusive of the adjustments required to record the initial cash proceeds (net of transaction costs) received in connection with the disposal of the Movies Business and recognition of the estimated loss on sale in accumulated deficit. These amounts are considered preliminary and as such, actual amounts could differ materially from these estimates.
(a)Estimated initial net cash proceeds in connection with the disposal of the Movies Business are as follows:
| (In thousands) | |||||
| Base purchase price | $ | 70,000 | |||
| Initial purchase price adjustments | (7,829) | ||||
| Initial consideration | 62,171 | ||||
| Funding of escrow accounts | (4,000) | ||||
| Transaction costs paid at closing | (337) | ||||
| Net cash proceeds at closing | $ | 57,834 | |||
Initial purchase price adjustments reflect certain items specified in the Purchase Agreement, including preliminary estimates for closing net working capital, closing indebtedness, certain intercompany account costs, and approximately $5.3 million of accounts receivable that were either transferred to the Company upon closing or will be collected and remitted to the Company after closing.
(b)Estimated initial loss on the disposal of the Movies Business, assuming the Company completed the sale on March 31, 2026, is as follows:
| (In thousands) | |||||
| Initial consideration from above | $ | 62,171 | |||
| Plus: Other cash receivable collectible from the Purchaser | 1,382 | ||||
| Less: Estimated transaction costs | 5,549 | ||||
| Less: Net assets sold | 63,905 | ||||
| Initial pre-tax loss on sale | (5,902) | ||||
| Estimated tax expense | (1,500) | ||||
| Estimated initial after-tax loss on sale | (7,402) | ||||
For purposes of the unaudited pro forma Condensed Consolidated Balance Sheet, the estimated loss recognized in accumulated deficit is based on the net carrying value of the Movies Business as of March 31, 2026, rather than as of the Closing Date of the Transaction. As a result, the estimated loss reflected herein may differ materially from the actual loss on the disposal of the Movies Business as of the Closing Date because of differences in the carrying value of assets and liabilities as of the Closing Date.
(c)Reflects (i) the initial net cash proceeds of $57.8 million per (a) above, partially offset by (ii) the principal payment of $39.0 million, $390 thousand of prepayment premium and $53 thousand of external legal fees paid in connection with the Credit Agreement Termination.
(d)Reflects adjustments of $4.0 million, composed of $2.5 million for an indemnification-related escrow and $1.5 million for a purchase-price adjustment escrow, which are subject to the terms and conditions of the Purchase Agreement and a related escrow agreement.
(e)Reflects an increase in other receivables of $1.4 million per (b) above and $2.9 million for an intercompany dividend receivable, partially offset by an adjustment of $187.5 thousand for agency fees that were prepaid to Blue Torch Finance LLC for the 2026 period.
(f)Reflects adjustments for unamortized issuance costs related to the revolving credit facility under the Credit Agreement.
(g)Reflects adjustments for non-recurring costs related to the Transaction and the Credit Agreement Termination that were incurred subsequent to March 31, 2026 and recorded in accrued expenses.
(h)Reflects adjustments of $1.5 million for an increase in income taxes payable related to the expected tax impact of the Transaction and $2.9 million for the reclass of the intercompany dividend receivable per (e) above, partially offset by $2.3 million for the payment of the current portion of the term loan under the Credit Agreement prior to its maturity date.
(i)Reflects non-current adjustments for the term loan under the Credit Agreement, consisting of $36.7 million for the payment of the term loan, partially offset by unamortized debt issuance costs and debt discount related to the term loan of $2.5 million.
(j)Reflects the cumulative effect of the adjustments discussed within (c) through (i) above.
(k)Reflects an adjustment for unused commitment fees related to the revolving credit facility associated with assumed extinguishment of the Credit Agreement as of January 1, 2025.
(l)Reflects an adjustment for the interest expense and amortization of debt discount and debt issuance costs associated with the assumed repayment of the term loan under the Credit Agreement as of January 1, 2025.
(m)Reflects an adjustment for the loss on extinguishment of debt related to the assumed repayment of the term loan under the Credit Agreement as of January 1, 2025.
(n)Reflects adjustments of $5.2 million to recognize non-recurring costs related to the Transaction and the Credit Agreement Termination that were incurred subsequent to March 31, 2026, assuming the Transaction and the Credit Agreement Termination occurred on January 1, 2025, partially offset by an adjustment of $154 thousand for unused commitment fees related to the revolving credit facility associated with the assumed Credit Agreement Termination as of January 1, 2025.
(o)Reflects an adjustment for the interest expense and amortization of debt discount and debt issuance costs associated with the assumed repayment of the term loan under the Credit Agreement as of January 1, 2025.
(p)In connection with the Transaction, the Company and Rentrak (or their affiliates) entered into transition service agreements to provide certain services over a specified period of time. This adjustment is an estimate of the income that the Company expects to recognize related to the services provided to Rentrak (or its affiliate) under the transition service agreements as if the transition service agreements were in effect on January 1, 2025.
(q)Reflects an adjustment to income tax expense for the estimated U.S. state tax impact of the Transaction. The Company does not expect to incur any significant U.S. federal or foreign income taxes as a result of the Transaction.
FAQ
What business did comScore (SCOR) sell in this transaction?
comScore sold its box office measurement, reporting and analytics business and its Hollywood Software business, together called the Movies Business. The sale included 100% of Rentrak, LLC, a wholly owned subsidiary, to Flix Buyer Inc., an affiliate of Advaya Capital.
How much did comScore (SCOR) receive for the Movies Business?
The company agreed to a base purchase price of $70.0 million in cash, subject to customary adjustments. Estimated initial net cash proceeds at closing were about $57.8 million after adjustments, escrow funding, and transaction costs disclosed in the pro forma notes.
How did comScore (SCOR) use the sale proceeds?
comScore used a portion of the proceeds to repay in full approximately $40.1 million outstanding under its secured Credit Agreement with Blue Torch Finance LLC. This repayment terminated the term loan, associated guarantees, liens, security interests and lenders’ obligations to extend credit.
What non-compete obligations did comScore (SCOR) agree to?
For five years after closing, comScore and its subsidiaries agreed not to engage in certain activities competitive with the Movies Business, subject to specified exceptions. They also accepted non-solicitation covenants regarding the Movies Business, as detailed in the equity purchase agreement terms.
How does the sale affect comScore’s (SCOR) pro forma revenues?
For 2025, historical revenues of $357.5 million decline to $319.0 million on a pro forma basis after removing the Movies Business. This reflects the disposal of that segment’s $38.4 million of revenue while keeping other operations and transaction-related adjustments consistent with Regulation S-X rules.
What is the estimated loss on comScore’s Movies Business sale?
The company estimates an initial pre-tax loss on sale of about $5.9 million and tax expense of $1.5 million, resulting in an estimated initial after-tax loss of approximately $7.4 million. This estimate uses carrying values as of March 31, 2026 and may differ from the final recorded loss.
What do the pro forma statements show about comScore’s 2025 net results?
For 2025, comScore’s historical net loss of $10.0 million becomes a pro forma net loss of $20.8 million after reflecting the Movies Business disposal and Credit Agreement termination. Adjustments include the estimated loss on sale, interest savings, transition service income and related tax effects.