Related Party Transactions

12 Months Ended

Dec. 31, 2020

Transactions with WPP

As of December 31, 2020 (based on public filings), WPP owned 11,319,363 shares of the Company's outstanding Common Stock, representing 15.5% ownership in the Company. On July 19, 2018, the Company filed a registration statement on Form S-1 with the SEC for the purpose of registering the shares of Common Stock owned by WPP in order to fulfill the Company's contractual obligations under a stockholders' rights agreement entered into by the Company and WPP in 2015. Refer to Footnote 4, Debt for more information. The Company provides WPP, in the normal course of business, services amongst its different products and receives various services from WPP supporting the Company's data collection efforts.

In 2015, there were a series of business and asset acquisitions and sales and issuances of Common Stock between the Company and WPP (giving rise to the stockholders' rights agreement described above) as well as a Subscription Receivable agreement that the Company entered into with GroupM, a WPP subsidiary.

In 2016, as part of the Company's merger with Rentrak Corporation, the Company acquired contracts with WPP wholly-owned subsidiaries which were also included as a Subscription Receivable.

The Subscription Receivable was recorded as contra equity within additional paid-in capital on the Consolidated Statements of Stockholders' Equity. As cash was received on the Subscription Receivable, additional paid-in capital was increased by the amount of cash received and the Company recognized imputed interest income. Upon fully utilizing the Subscription Receivable in September 2018, the Company began recognizing revenue as products and services were delivered under the respective agreements. Total revenue recognized under these agreements was $6.6 million, $8.3 million and $2.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The Company has a cancelable five-year agreement with Lightspeed, a WPP subsidiary, to collect browsing and demographic data for individual participating households. The agreement provides that the Company makes payments to Lightspeed of approximately $5.4 million per year through December 2025. The agreement is designed to be a comprehensive data collection effort across multiple in-home devices (e.g., television, streaming devices, computers, mobile phones, tablets, gaming devices and wearables) for which data is collected and sent to the Company for use in its products. Lightspeed is paid to manage the operational aspects of panel recruitment, compliance, inventory management, support and collection of panel demographic data.

The Company's results from transactions with WPP and its affiliates, as reflected in the Consolidated Statements of Operations and Comprehensive Loss, are detailed below:


	Years Ended December 31,
(In thousands)	2020		2019		2018
Revenues	$	13,315	$	15,858	$	11,610
Cost of revenues	10,094		10,455		11,077


General and administrative	316		539		99

Interest income	—		—		343

The Company has the following balances related to transactions with WPP and its affiliates, as reflected in the Consolidated Balance Sheets:


	As of December 31,
(In thousands)	2020		2019
Assets
Accounts receivable, net	$	4,045	$	2,542
Prepaid expenses and other current assets	1,496		1,180

Liabilities
Accounts payable	$	2,817	$	2,510
Accrued expenses	835		716
Contract liabilities	3,538		1,361

Transactions with Starboard

On January 16, 2018, the Company entered into certain agreements with Starboard, then a beneficial owner of more than five percent of the Company's outstanding Common Stock. Refer to Footnote 4, Debt, for further information regarding these agreements and the Company's issuance of senior secured convertible notes to Starboard in 2018. As a result of these agreements and the transactions contemplated thereby, Starboard ceased to be a beneficial owner of more than five percent of the Company's outstanding Common Stock on January 16, 2018.

On April 18, 2018, the Company amended a prior agreement with Starboard, dated as of September 28, 2017 (the "September Agreement"), pertaining to the membership and composition of the Company's Board of Directors (the "Board"). Pursuant to the amendment, the Company and Starboard agreed that, effective as of the Company's annual meeting of stockholders on May 30, 2018, the size of the Board would be fixed at eight members. The amendment further designated Starboard's "appointees" under the September Agreement. As of December 31, 2018, Starboard had no remaining right to designate any directors to the Board.

Included in the Consolidated Statements of Operations and Comprehensive Loss, the Company recorded interest expense, inclusive of non-cash accretion of issuance discount and deferred financing costs, related to the senior secured convertible notes of $33.3 million, $30.8 million, and $16.4 million during the years ended December 31, 2020, 2019 and 2018, respectively.

The Company has the following balances related to transactions with Starboard, as reflected in the Consolidated Balance Sheets:


	As of December 31,
(In thousands)	2020		2019






Accrued expenses	$	—	$	6,120

Senior secured convertible notes	192,895		184,075
Financing derivatives	11,300		21,587
Other non-current liabilities	6,120		—