Business Context and Reporting Period
This Form 8-K filing by comScore, Inc. is dated March 14, 2017, reporting events occurring on March 9, 2017. The filing addresses the Company's ongoing non-compliance with Nasdaq listing rules and provides an update on its capitalization.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses on regulatory status and share count rather than financial performance metrics.
- Shares Outstanding: 57,276,776 as of March 14, 2017.
- Share Change: An increase of 18,322,386 shares since November 3, 2015.
Material Changes
The primary material change is the receipt of an additional Staff Determination letter from Nasdaq on March 9, 2017. This letter cites the failure to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as a new non-compliance event under Nasdaq Rule 5250(c)(1). The Company has also failed to hold its 2015 annual meeting by the required deadline (Rule 5620(a)). Trading in the Company's common stock was suspended by the Nasdaq Hearings Panel on February 8, 2017, due to the inability to meet a February 23, 2017 deadline for filing delinquent reports.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The Company is working to file all required periodic reports and targets the Summer of 2017 to complete a financial restatement and become current with SEC filings. However, management states there is no assurance this timeline will be met. Once compliance is regained, the Company intends to seek relisting on a national securities exchange.
Risks and Contingencies:
- Delisting Risk: The Company has appealed the trading suspension to the Nasdaq Listing and Hearing Review Council, but there is no assurance the appeal will prevent delisting.
- Trading Status: The Company notes that from a trading perspective, there is little difference between a "suspended" status and being "delisted."
- Restatement Uncertainty: The timeline for completing the financial restatement is uncertain.
Investor Verification Checklist
- Verify the current status of the appeal to the Nasdaq Listing and Hearing Review Council.
- Confirm the actual completion date of the financial restatement and the subsequent filing of the 2016 Form 10-K.
- Monitor for any further announcements regarding the potential delisting of common stock from Nasdaq.
- Review the breakdown of the 18,322,386 share increase to understand the impact of the Rentrak acquisition versus other equity activities.