Business Context and Reporting Period
Company: comScore, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 27, 2016
Subject: Regulation FD Disclosure regarding the status of an internal accounting review and the delayed filing of periodic reports.
Key Financial Metrics
This filing does not contain specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the procedural status of an internal investigation and the resulting delay in filing the Annual Report (Form 10-K) for the year ended December 31, 2015, and the Quarterly Report (Form 10-Q) for the quarter ended March 31, 2016.
Material Changes and Status Update
- Origin of Review: On February 19, 2016, the Audit Committee received a message regarding potential accounting matters and immediately commenced a review with independent counsel and advisors.
- Impact on Filings: The Company was unable to timely file its Form 10-K and Form 10-Q until the completion of the Audit Committee's review and subsequent procedures by the independent public accounting firm.
- Current Progress: Independent counsel and advisers have completed a substantial amount of factual inquiries. However, the Audit Committee and Board require further time to evaluate the collected information and reach final conclusions.
- Next Steps: Management and the independent public accounting firm have commenced work to review the information to enable the filing of the delayed reports as soon as reasonably practicable.
Guidance, Outlook, and Risks
Outlook: The Company provided an update as previously expected on June 27, 2016, but did not provide a specific date for the completion of the review or the filing of the delayed reports.
Risks and Uncertainties: The filing includes forward-looking statements subject to significant risks, including:
- The discovery of additional information relevant to the internal review.
- The timing and conclusions of the Audit Committee, Board, and independent public accounting firm.
- The risk that the completion and filing of the Reports will take longer than expected.
Legal Disclaimer: The information is furnished pursuant to Item 7.01 and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. It is not an admission as to the materiality of any information.
Investor Verification Checklist
- Verify the final conclusions of the Audit Committee regarding the potential accounting matters.
- Monitor the filing status of the delayed Form 10-K (year ended Dec 31, 2015) and Form 10-Q (quarter ended Mar 31, 2016).
- Review the independent public accounting firm's findings once the review is complete.
- Assess any potential restatements of prior financial periods resulting from the investigation.