Business Context and Reporting Period
This Form 8-K was filed by comScore, Inc. on February 7, 2017, reporting events occurring on February 6, 2017. The filing addresses the company's failure to meet Nasdaq listing requirements due to delinquent SEC filings and the subsequent decision to delist the company's common stock.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance and listing status rather than financial performance data.
Material Changes
- Delisting Determination: The Nasdaq Hearings Panel determined to delist comScore's common stock from The Nasdaq Global Select Market.
- Trading Suspension: Trading in the company's common stock was suspended effective at the open of business on February 8, 2017.
- OTC Trading: Following suspension, shares will be quoted on the OTC Markets under the symbol SCOR.
- Compliance Failures: The company is not in compliance with Nasdaq Listing Rule 5250(c)(1) regarding timely filing of periodic financial reports (specifically the 2015 10-K and 2016 10-Qs) and Rule 5620(a) regarding the failure to hold the 2015 annual stockholder meeting by December 31, 2016.
Guidance, Outlook, and Risks
- Appeal Process: The company has appealed the delisting decision to the Nasdaq Listing and Hearing Review Council and requested a stay of the suspension, though no assurance is given that the stay will be granted or the appeal successful.
- Future Relisting: If the appeal is unsuccessful, the company intends to seek relisting on a major exchange once the financial restatement is complete and all SEC filings are current.
- Risks: The primary risk is the loss of Nasdaq listing status and the associated liquidity and visibility impacts of trading on the OTC Markets. The company also faces the risk of failing to meet the February 23, 2017 deadline for filing required reports, which it has already notified the Panel it cannot satisfy.
Investor Verification Checklist
- Verify the status of the appeal to the Nasdaq Listing and Hearing Review Council.
- Confirm the timeline for the completion of the financial restatement and the filing of the delinquent 2015 10-K and 2016 10-Qs.
- Monitor the OTC Markets (symbol SCOR) for trading activity and liquidity post-suspension.
- Review the attached press releases (Exhibits 99.1 and 99.2) for additional details on the company's communication strategy.