Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | EVC | |
Entity Registrant Name | ENTRAVISION COMMUNICATIONS CORPORATION | |
Entity Central Index Key | 0001109116 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 1-15997 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-4783236 | |
Entity Address, Address Line One | 2425 Olympic Boulevard | |
Entity Address, Address Line Two | Suite 6000 West | |
Entity Address, City or Town | Santa Monica | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90404 | |
City Area Code | 310 | |
Local Phone Number | 447-3870 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Class A Common stock | |
Security Exchange Name | NYSE | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 80,634,381 | |
Class U common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,352,729 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 85,136 | $ 67,398 |
Marketable securities | 3,160 | 13,172 |
Restricted cash | 779 | 770 |
Trade receivables, (including related parties of $8,098 and $10,051) net of allowance for doubtful accounts of $2,626 and $2,399 | 68,847 | 70,082 |
Assets held for sale | 301 | |
Prepaid expenses and other current assets (including related parties of $274 and $274) | 46,681 | 16,863 |
Current assets of discontinued operations | 217,269 | |
Total current assets | 204,603 | 385,855 |
Property and equipment, net of accumulated depreciation of $0 and $189,708 | 63,418 | 66,932 |
Intangible assets subject to amortization, net of accumulated amortization of $61,374 and $59,647 (including related parties of $2,321 and $2,785) | 5,372 | 7,100 |
Intangible assets not subject to amortization | 195,174 | 195,174 |
Goodwill | 50,673 | 50,674 |
Deferred income taxes | 87 | 265 |
Operating leases right of use asset | 42,799 | 42,868 |
Other assets | 7,480 | 21,223 |
Noncurrent assets of discontinued operations | 95,855 | |
Total assets | 569,606 | 865,946 |
Current liabilities | ||
Current maturities of long-term debt | 8,750 | |
Accounts payable and accrued expenses (including related parties of $1,292 and $1,071) | 59,547 | 47,776 |
Operating lease liabilities | 7,736 | 6,748 |
Current liabilities of discontinued operations | 208,779 | |
Total current liabilities | 67,283 | 272,053 |
Long-term debt, less current maturities, net of unamortized debt issuance costs of $903 and $1,116 | 186,847 | 197,884 |
Long-term operating lease liabilities | 44,127 | 45,178 |
Other long-term liabilities | 4,370 | 4,624 |
Deferred income taxes | 46,571 | 46,849 |
Noncurrent liabilities of discontinued operations | 33,072 | |
Total liabilities | 349,198 | 599,660 |
Commitments and contingencies (note 6) | ||
Redeemable noncontrolling interest - discontinued operations | 43,758 | |
Stockholders' equity | ||
Additional paid-in capital | 821,590 | 743,246 |
Accumulated deficit | (600,382) | (519,812) |
Accumulated other comprehensive income (loss) | (809) | (915) |
Total stockholders' equity | 220,408 | 222,528 |
Total liabilities, redeemable noncontrolling interest and equity | 569,606 | 865,946 |
Class A common stock | ||
Stockholders' equity | ||
Common stock | 8 | 8 |
Class U common stock | ||
Stockholders' equity | ||
Common stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Trade receivables, related parties | $ 68,847 | $ 70,082 |
Trade receivables, allowance for doubtful accounts | 2,626 | 2,399 |
Prepaid expenses and other current assets | 46,681 | 16,863 |
Property and equipment, accumulated depreciation | 160,070 | 189,708 |
Accumulated amortization of Intangible assets | 61,374 | 59,647 |
Intangible assets subject to amortization, net | 5,372 | 7,100 |
Accounts payable and accrued expenses | 59,547 | 47,776 |
Unamortized debt issuance costs | 903 | 1,116 |
Related Parties | ||
Trade receivables, related parties | 8,098 | 10,051 |
Prepaid expenses and other current assets | 274 | 274 |
Intangible assets subject to amortization, net | 2,321 | 2,785 |
Accounts payable and accrued expenses | $ 1,292 | $ 1,071 |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 80,634,381 | 80,150,506 |
Common stock, shares outstanding | 80,634,381 | 80,150,506 |
Class U common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 9,352,729 | 9,352,729 |
Common stock, shares outstanding | 9,352,729 | 9,352,729 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net revenue | $ 82,654 | $ 73,719 | $ 160,830 | $ 141,366 |
Expenses: | ||||
Cost of revenue - digital | 24,424 | 19,649 | 47,082 | 36,516 |
Direct operating expenses (including related parties of $1,536, $1,543, $2,936 and $2,964) (including non-cash stock-based compensation of $1,499, $2,158, $2,882 and $3,667) | 31,756 | 28,856 | 63,557 | 55,458 |
Selling, general and administrative expenses | 14,363 | 12,610 | 28,697 | 25,417 |
Corporate expenses (including non-cash stock-based compensation of $2,734, $3,243, $6,396 and $5,440) | 10,811 | 12,042 | 23,059 | 22,544 |
Depreciation and amortization (including related parties of $232, $232, $464 and $464) | 4,428 | 3,713 | 9,167 | 7,214 |
Change in fair value of contingent consideration | 240 | 21 | 20 | 721 |
Foreign currency (gain) loss | (24) | 792 | 241 | 1,006 |
Operating income (loss) | (3,344) | (3,964) | (10,993) | (7,510) |
Interest expense | (4,118) | (4,195) | (8,561) | (8,118) |
Interest income | 577 | 720 | 1,155 | 1,328 |
Dividend income | 14 | 10 | 32 | |
Realized gain (loss) on marketable securities | 4 | (29) | (109) | (61) |
Gain (loss) on debt extinguishment | (51) | (91) | (1,556) | |
Income (loss) from continuing operations before income taxes | (6,932) | (7,454) | (18,589) | (15,885) |
Income tax benefit (expense) | 10,664 | 1,628 | 14,811 | 2,043 |
Net income (loss) from continuing operations | 3,732 | (5,826) | (3,778) | (13,842) |
Net income (loss) from discontinued operations, net of tax | (35,412) | 3,837 | (76,792) | 13,894 |
Net income (loss) attributable to common stockholders | $ (31,680) | $ (1,989) | $ (80,570) | $ 52 |
Basic and diluted earnings per share: | ||||
Net income (loss) per share from continuing operations, basic | $ 0.04 | $ (0.07) | $ (0.04) | $ (0.16) |
Net income (loss) per share from continuing operations, diluted | 0.04 | (0.07) | (0.04) | (0.16) |
Net income (loss) per share from discontinued operations, basic | (0.39) | 0.04 | (0.86) | 0.16 |
Net income (loss) per share from discontinued operations, diluted | (0.39) | 0.04 | (0.86) | 0.16 |
Net income (loss) per share attributable to common stockholders, basic | (0.35) | (0.02) | (0.9) | 0 |
Net income (loss) per share attributable to common stockholders, diluted | (0.35) | (0.02) | (0.9) | 0 |
Cash dividends declared per common share | $ 0.05 | $ 0.05 | $ 0.1 | $ 0.1 |
Weighted average common shares outstanding, basic | 89,820,737 | 87,787,772 | 89,669,397 | 87,706,282 |
Weighted average common shares outstanding, diluted | 90,721,280 | 87,787,772 | 89,669,397 | 87,706,282 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Direct operating expenses | $ 31,756 | $ 28,856 | $ 63,557 | $ 55,458 |
Non-cash stock-based compensation | 8,734 | 10,021 | ||
Depreciation and amortization | 4,428 | 3,713 | 9,167 | 7,214 |
Related Parties | ||||
Direct operating expenses | 1,536 | 1,543 | 2,936 | 2,964 |
Depreciation and amortization | 232 | 232 | 464 | 464 |
Direct Operating Expenses | ||||
Non-cash stock-based compensation | 1,499 | 2,158 | 2,882 | 3,667 |
Corporate Expenses | ||||
Non-cash stock-based compensation | $ 2,734 | $ 3,243 | $ 6,396 | $ 5,440 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) attributable to common stockholders | $ (31,680) | $ (1,989) | $ (80,570) | $ 52 |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation | 302 | (71) | 7 | (55) |
Change in fair value of marketable securities | 101 | 99 | 227 | |
Total other comprehensive income (loss) | 302 | 30 | 106 | 172 |
Comprehensive income (loss) attributable to common stockholders | $ (31,378) | $ (1,959) | $ (80,464) | $ 224 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A common stock | Class U common stock | Common Stock Class A common stock | Common Stock Class U common stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Balance, Beginning at Dec. 31, 2022 | $ 285,369 | $ 8 | $ 1 | $ 776,298 | $ (504,375) | $ (1,510) | $ 14,947 | ||
Balance, Beginning, Shares at Dec. 31, 2022 | 78,172,827 | 9,352,729 | |||||||
Issuance of common stock upon exercise of stock options or awards of restricted stock units | 313 | 313 | |||||||
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares | 164,474 | ||||||||
Tax payments related to shares withheld for share-based compensation plans | (80) | (80) | |||||||
Tax payments related to shares withheld for share-based compensation plans, shares | 19,189 | ||||||||
Stock-based compensation expense | 4,053 | 4,053 | |||||||
Dividends paid | (4,386) | (4,386) | |||||||
Distributions to noncontrolling interest | (546) | (546) | |||||||
Change in fair value of marketable securities | 103 | 103 | |||||||
OCI release due to realized gain (loss) on marketable securities | 23 | 23 | |||||||
Foreign currency translation gain (loss) | 16 | 16 | |||||||
Net income (loss) attributable to common stockholders | 1,699 | 2,041 | (342) | ||||||
Balance, Ending at Mar. 31, 2023 | 286,564 | $ 8 | $ 1 | 776,198 | (502,334) | (1,368) | 14,059 | ||
Balance, Ending, Shares at Mar. 31, 2023 | 78,356,490 | 9,352,729 | |||||||
Balance, Beginning at Dec. 31, 2022 | 285,369 | $ 8 | $ 1 | 776,298 | (504,375) | (1,510) | 14,947 | ||
Balance, Beginning, Shares at Dec. 31, 2022 | 78,172,827 | 9,352,729 | |||||||
Foreign currency translation gain (loss) | (55) | ||||||||
Balance, Ending at Jun. 30, 2023 | 233,919 | $ 8 | $ 1 | 739,571 | (504,323) | (1,338) | |||
Balance, Ending, Shares at Jun. 30, 2023 | 78,617,017 | 9,352,729 | |||||||
Balance, Beginning at Mar. 31, 2023 | 286,564 | $ 8 | $ 1 | 776,198 | (502,334) | (1,368) | 14,059 | ||
Balance, Beginning, Shares at Mar. 31, 2023 | 78,356,490 | 9,352,729 | |||||||
Issuance of common stock upon exercise of stock options or awards of restricted stock units | 241 | 241 | |||||||
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares | 260,527 | ||||||||
Tax payments related to shares withheld for share-based compensation plans | (15) | (15) | |||||||
Stock-based compensation expense | 5,968 | 5,968 | |||||||
Dividends paid | (4,396) | (4,396) | |||||||
Distributions to noncontrolling interest | (3,810) | (3,810) | |||||||
Change in fair value of marketable securities | 79 | 79 | |||||||
OCI release due to realized gain (loss) on marketable securities | 22 | 22 | |||||||
Foreign currency translation gain (loss) | (71) | (71) | |||||||
Acquisition of noncontrolling interest | (1,374) | (750) | (624) | ||||||
Accounting for Adsmurai transaction | (47,300) | (37,675) | $ (9,625) | ||||||
Net income (loss) attributable to common stockholders | (1,989) | (1,989) | |||||||
Balance, Ending at Jun. 30, 2023 | 233,919 | $ 8 | $ 1 | 739,571 | (504,323) | (1,338) | |||
Balance, Ending, Shares at Jun. 30, 2023 | 78,617,017 | 9,352,729 | |||||||
Balance, Beginning at Dec. 31, 2023 | 222,528 | $ 8 | $ 1 | 743,246 | (519,812) | (915) | |||
Balance, Beginning, Shares at Dec. 31, 2023 | 80,150,506 | 9,352,729 | 80,150,506 | 9,352,729 | |||||
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares | 224,369 | ||||||||
Tax payments related to shares withheld for share-based compensation plans | (490) | (490) | |||||||
Stock-based compensation expense | 5,447 | 5,447 | |||||||
Dividends paid | (4,476) | (4,476) | |||||||
Dividends equivalents payable | (388) | (388) | |||||||
Change in fair value of marketable securities | 15 | 15 | |||||||
OCI release due to realized gain (loss) on marketable securities | 84 | 84 | |||||||
Foreign currency translation gain (loss) | (295) | (295) | |||||||
Net income (loss) attributable to common stockholders | (48,890) | (48,890) | |||||||
Balance, Ending at Mar. 31, 2024 | 173,535 | $ 8 | $ 1 | 743,339 | (568,702) | (1,111) | |||
Balance, Ending, Shares at Mar. 31, 2024 | 80,374,875 | 9,352,729 | |||||||
Balance, Beginning at Dec. 31, 2023 | 222,528 | $ 8 | $ 1 | 743,246 | (519,812) | (915) | |||
Balance, Beginning, Shares at Dec. 31, 2023 | 80,150,506 | 9,352,729 | 80,150,506 | 9,352,729 | |||||
Dividends equivalents payable | (170) | (170) | |||||||
Foreign currency translation gain (loss) | 7 | ||||||||
Balance, Ending at Jun. 30, 2024 | 220,408 | $ 8 | $ 1 | 821,590 | (600,382) | (809) | |||
Balance, Ending, Shares at Jun. 30, 2024 | 80,634,381 | 9,352,729 | 80,634,381 | 9,352,729 | |||||
Balance, Beginning at Mar. 31, 2024 | 173,535 | $ 8 | $ 1 | 743,339 | (568,702) | (1,111) | |||
Balance, Beginning, Shares at Mar. 31, 2024 | 80,374,875 | 9,352,729 | |||||||
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares | 259,506 | ||||||||
Tax payments related to shares withheld for share-based compensation plans | (273) | (273) | |||||||
Stock-based compensation expense | 3,287 | 3,287 | |||||||
Dividends paid | (4,496) | (4,496) | |||||||
Change in fair value of marketable securities | 4 | 4 | |||||||
OCI release due to realized gain (loss) on marketable securities | (4) | (4) | |||||||
Foreign currency translation gain (loss) | 302 | 302 | |||||||
Accounting for discontinued operations | 79,903 | 79,903 | |||||||
Net income (loss) attributable to common stockholders | (31,680) | (31,680) | |||||||
Balance, Ending at Jun. 30, 2024 | $ 220,408 | $ 8 | $ 1 | $ 821,590 | $ (600,382) | $ (809) | |||
Balance, Ending, Shares at Jun. 30, 2024 | 80,634,381 | 9,352,729 | 80,634,381 | 9,352,729 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) attributable to common stockholders | $ (80,570) | $ 52 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 13,125 | 12,980 |
Impairment charge | 49,438 | |
Deferred income taxes | 214 | (129) |
Non-cash interest | 160 | 179 |
Amortization of syndication contracts | 227 | 240 |
Payments on syndication contracts | (229) | (241) |
Non-cash stock-based compensation | 8,734 | 10,021 |
(Gain) loss on marketable securities | 109 | 61 |
(Gain) loss on disposal of property and equipment | 183 | 18 |
Loss (gain) on the sale of businesses | 45,014 | |
(Gain) loss on debt extinguishment | 91 | 1,556 |
Change in fair value of contingent consideration | (12,548) | (2,942) |
Net income (loss) attributable to redeemable noncontrolling interest - discontinued operations | (2,779) | (12) |
Net income (loss) attributable to noncontrolling interest - discontinued operations | (342) | |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | 9,586 | 17,480 |
(Increase) decrease in prepaid expenses and other current assets, operating leases right of use asset and other assets | (19,590) | (3,297) |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | 39,906 | 11,467 |
Net cash provided by operating activities | 51,071 | 47,091 |
Cash flows from investing activities: | ||
Proceeds from sale of businesses, net of cash divested | (42,967) | |
Proceeds from sale of assets | 50 | |
Purchases of property and equipment | (4,737) | (14,858) |
Purchase of a business, net of cash acquired | (6,930) | |
Purchases of marketable securities | (10,172) | |
Proceeds from sale of marketable securities | 10,019 | 28,093 |
Proceeds from loan receivable | 10,748 | |
Purchases of investments | (200) | |
Issuance of loan receivable | (8,086) | |
Net cash provided by (used in) investing activities | (26,937) | (12,103) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 554 | |
Tax payments related to shares withheld for share-based compensation plans | (27) | (95) |
Payments on debt | (20,275) | (213,245) |
Dividends paid | (8,972) | (8,782) |
Distributions to noncontrolling interest | (1,078) | (3,380) |
Payment of contingent consideration | (14,300) | (31,710) |
Principal payments under finance lease obligation | (74) | (76) |
Proceeds from borrowings on debt | 212,419 | |
Payments for debt issuance costs | (1,777) | |
Net cash provided by (used in) financing activities | (44,726) | (46,092) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (2) | 1 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (20,594) | (11,103) |
Cash, cash equivalents and restricted cash: | ||
Beginning | 106,509 | 111,444 |
Ending | 85,915 | 100,341 |
Cash payments for: | ||
Interest | 8,620 | 8,155 |
Income taxes | 5,148 | 3,582 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Capital expenditures financed through accounts payable, accrued expenses and other liabilities | 1,132 | $ 2,097 |
Note receivable | (5,374) | |
Dividends equivalents payable | $ 1,219 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION Presentation The condensed consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023 included in the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 10-K"). The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2024 or any other future period. Certain amounts in the Company’s prior year period condensed consolidated financial statements and notes to the financial statements have been reclassified to conform to current period presentation, including presentation of discontinued operations as discussed in Notes 2 and 8. |
The Company and Significant Acc
The Company and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
The Company and Significant Accounting Policies | 2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business With the sale of the Company’s Entravision Global Partners (“EGP”) business during the second quarter of 2024, the Company operates as a media and advertising technology company. The Company's management has determined that the Company operates in three reportable segments as of June 30, 2024, based upon the type of advertising medium: digital, television and audio. Continuing operations in the Company's digital segment, whose operations are primarily located in the United States and Europe, are compr ised of two business units: Smadex, the Company's programmatic ad purchasing platform; and Adwake, the Company's mobile growth solutions business. The Company's television and audio operations reach and engage U.S. Hispanics in the United States. The Company owns and/or operates 49 primary television stations and 44 radio stations (37 FM and 7 AM). Discontinued Operations and Assets Held for Sale On March 4, 2024, the Company received a communication from Meta that it intended to wind down its Authorized Sales Partners ("ASP") program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024. For the fiscal year ended December 31, 2023 ASP revenue from Meta represented approximately 53 % of the Company's consolidated revenue, and 63 % of the Company's digital segment revenue. As a result of this communication from Meta, the Company conducted a thorough review of its digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of EGP. Following this decision, during the second quarter of 2024, the Company entered into a definitive agreement to sell substantially all of its EGP business to IMS Internet Media Services, Inc. ("IMS"). The transaction was completed on June 28, 2024. The remaining EGP businesses, Jack of Digital and Adsmurai, S.L. ("Adsmurai"), were each sold back to their respective founders in separate transactions during the second quarter of 2024. See Note 8 for additional details. A business or asset is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met. A business or asset classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Depreciation is not recorded on assets classified as held for sale. The results of operations of a business classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale. The Company concluded that the assets of its EGP business met the criteria for classification as held for sale. Additionally, the Company determined that the disposal, which was initiated and completed during the second quarter of 2024, represented a strategic shift that had a major effect on the Company's operations and financial results. As such, the results of the Company's EGP business are presented as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. The assets of the Company's EGP business have been reflected as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheet for the year ended December 31, 2023. Restricted Cash As of June 30, 2024 and December 31, 2023, the Company’s balance sheet includes $ 0.8 million in restricted cash, which was deposited into a separate account as collateral for the Company’s letters of credit. The Company's cash and cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, was as follows (in thousands): As of June 30, 2024 2023 Cash and cash equivalents $ 85,136 $ 99,580 Restricted cash 779 761 Total as presented in the Condensed Consolidated Statements of Cash Flows $ 85,915 $ 100,341 Related Party Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. The network affiliation agreement with TelevisaUnivision provides certain of the Company’s owned stations the exclusive right to broadcast TelvisaUnivision’s primary Univision network and UniMás network programming in their respective markets. Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by TelevisaUnivision. Under the network affiliation agreement, TelevisaUnivision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to TelevisaUnivision relating to sales of all advertising for broadcast on its Univision- and UniMás-affiliate television stations. During each of the three-month periods ended June 30, 2024 and 2023, the amount the Company paid TelevisaUnivision in this capacity w as $ 1.5 million. During the six-month periods ended June 30, 2024 and 2023, the amount the Company paid TelevisaUnivision in this capacity w as $ 2.9 milli on and $ 3.0 million, respectively . These amounts were included in Direct Operating Expenses in the Company's Condensed Consolidated Statements of Operations. The Company also generates revenue under two marketing and sales agreements with TelevisaUnivision, which give it the right to manage the marketing and sales operations of TelevisaUnivision-owned Univision affiliates in three markets – Albuquerque, Boston and Denver. On October 2, 2017, the Company entered into the current affiliation agreement which superseded and replaced its prior affiliation agreements with TelevisaUnivision. Additionally, on the same date, the Company entered into a proxy agreement and marketing and sales agreement with TelevisaUnivision, each of which superseded and replaced the prior comparable agreements with TelevisaUnivision. The term of each of these current agreements expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations, except that each current agreement expired on December 31, 2021 with respect to the Company’s Univision and UniMás network affiliate stations in Orlando, Tampa and Washington, D.C. Under the Company’s current proxy agreement with TelevisaUnivision, the Company grants TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by TelevisaUnivision with respect to retransmission consent agreements entered into with multichannel video programming distributors, (“MVPDs”). As of June 30, 2024 , the amount due to the Company from TelevisaUnivision was $ 8.1 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended June 30, 2024 and 2023, retransmission consent revenue accounted fo r $ 8.8 million and $ 9.3 million, respectively, of which $ 6.2 million and $ 6.5 million, respectively, relate to the TelevisaUnivision proxy agreement. During the six-month periods ended June 30, 2024 and 2023, retransmission consent revenue accounted for $ 18.0 million and $ 18.9 million, respectively, of which $ 12.6 million and $ 13.1 million, respectively, relate to the TelevisaUnivision proxy agreement. TelevisaUnivision currently owns approximat ely 10 % of the Company’s common stock on a fully-converted basis. The Company’s Class U common stock, all of which is held by TelevisaUnivision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of TelevisaUnivision. In addition, as the holder of all of the Company’s issued and outstanding Class U common stock, so long as TelevisaUnivision holds a certain number of shares of Class U common stock, the Company may not, without the consent of TelevisaUnivision, merge, consolidate or enter into a business combination, dissolve or liquidate the Company or dispose of any interest in any FCC license with respect to television stations which are affiliates of TelevisaUnivision, among other things. Stock-Based Compensation The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the condensed consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s condensed consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Restricted Stock Units Stock-based compensation expense related to restricted stock units ("RSUs") is based on the fair value of the Company’s stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years . During the six-month period ended June 30, 2024, the Company had the following non-vested RSUs activity (in thousands, except grant date fair value data): Number of RSUs Weighted-Average Grant Date Fair Value Nonvested balance at December 31, 2023 6,358 $ 5.74 Granted 2,928 4.01 Vested ( 896 ) 6.23 Forfeited or cancelled ( 1,242 ) 5.48 Nonvested balance at June 30, 2024 7,148 5.01 Stock-based compensation expense related to RSUs was $ 3.8 million and $ 5.4 million for the three-month periods ended June 30, 2024 and 2023, respectively. Stock-based compensation expense related to RSUs was $ 8.4 million and $ 9.1 million for the six-month periods ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was $ 15.2 million of total unrecognized compensation expense related to grants of RSUs that is expected to be recognized over a weighted-average period of 1.8 years. Performance Stock Units In connection with the hiring of the Company's CEO in July 2023, the Company has granted the CEO Performance Stock Units ("PSUs"), which are subject to both time-based vesting conditions and market-based conditions. Both the service and market conditions must be satisfied for the PSUs to vest. The PSUs consist of five equal tranches (each, a "Performance Tranche"), based on achievement of a share price condition if the Company achieves share price targets of $ 5.75 , $ 7.25 , $ 9.00 , $ 11.20 , and $ 13.75 , respectively, over 30 consecutive trading days during a performance period commencing on July 1, 2023 and ending on July 1, 2028 . The fair value of each of the Performance Tranches was $ 0.8 million, $ 0.7 million, $ 0.7 million, $ 0.6 million, and $ 0.5 million, respectively, and have a grant date fair value per share of restricted stock of $ 3.98 , $ 3.64 , $ 3.31 , $ 2.93 , and $ 2.58 , respectively. To the extent that any of the performance-based requirements are met, the Company's CEO must also provide continued service to the Company through at least July 1, 2024 to receive any shares of common stock underlying the PSUs and through July 1, 2028 to receive all of the shares of common stock underlying the PSUs that have satisfied the applicable market-based requirement. The maximum num ber of shares that can be earned under this PSU grant is 1,000,000 shares, with 20 % of the total award allocated to each Performance Tranche. Between 0 % and 100 % of each Performance Tranche of the PSUs will vest on each of the tranche dates. Additionally, in connection with the annual grant in January 2024, the Company has granted PSUs to certain employees, which are subject to both time-based vesting conditions and market-based conditions. Both the service and market conditions must be satisfied for the PSUs to vest. The PSUs consist of four equal tranches (each, a "Performance Tranche"), based on achievement of a share price condition if the Company achieves share price targets of $ 4.83 , $ 5.65 , $ 7.15 , and $ 8.90 , respectively, over 30 consecutive trading days during a performance period commencing on January 25, 2024 and ending on January 25, 2029 . The fair value of each of the Performance Tranches was $ 0.6 million, $ 0.6 million, $ 0.5 million, and $ 0.5 million, respectively, and have a grant date fair value per share of restricted stock of $ 4.16 , $ 3.98 , $ 3.66 , and $ 3.32 , respectively. To the extent that any of the performance-based requirements are met, the grantees must also provide continued service to the Company through at least January 25, 2025 to receive any shares of common stock underlying the PSUs and through January 25, 2029 to receive all of the shares of common stock underlying the PSUs that have satisfied the applicable market-based requirement. The maximum number of shares that could be earned under this PSU grant was 600,000 sha res, with 25 % of th e total award allocated to each Performance Tranche. Between 0 % and 100 % of each Performance Tranche of the PSUs will vest on each of the tranche dates. D uring the second quarter of 2024, 300,000 of these PSUs were cancelled. The Company recognizes compensation expense related to the PSUs using the accelerated attribution method over the requisite service period. Stock-based compensation expense for PSUs is based on a performance measurement of 100 %. The compensation expense will not be reversed even if the performance metrics are not met . Stock-based compensation expense related to PSUs was $ 0.4 million and $ 0.9 million for the three and six-month periods ended June 30, 2024, respectively. There was no stock-based compensation expense related to PSUs for the three and six-month periods ended June 30, 2023. As of June 30, 2024, there was $ 2.7 million of total unrecognized compensation expense related to grants of PSUs that is expected to be recognized over a weighted-average period of 2.4 years. The grant date fair value for each PSU was estimated using a Monte-Carlo simulation model that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. The unobservable significant inputs to the valuation model at the time of award issuance were as follows: 2024 PSUs 2023 PSUs Stock price at issuance $ 4.38 $ 4.39 Expected volatility 57.0 % 58.0 % Risk-free interest rate 4.01 % 4.13 % Expected term 5.0 5.0 Expected dividend yield 0 % 0 % During the six-month period ended June 30, 2024, the Company had the following non-vested PSUs activity (in thousands, except grant date fair value data): Number of PSUs Weighted-Average Grant Date Fair Value Nonvested balance at December 31, 2023 1,000 $ 3.29 Granted 600 3.78 Vested - - Forfeited or cancelled ( 300 ) 3.78 Nonvested balance at June 30, 2024 1,300 3.40 Income (Loss) Per Share The following table illustrates the reconciliation of the basic and diluted income (loss) per share (in thousands, except share and per share data): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) from continuing operations $ 3,732 $ ( 5,826 ) $ ( 3,778 ) $ ( 13,842 ) Net income (loss) from discontinued operations ( 35,412 ) 3,837 ( 76,792 ) 13,894 Net income (loss) attributable to common stockholders $ ( 31,680 ) $ ( 1,989 ) $ ( 80,570 ) $ 52 Basic earnings per share: Denominator: Weighted average common shares outstanding 89,820,737 87,787,772 89,669,397 87,706,282 Per share: Income (loss) per share from continuing operations $ 0.04 $ ( 0.07 ) $ ( 0.04 ) $ ( 0.16 ) Income (loss) per share from discontinued operations ( 0.39 ) 0.04 ( 0.86 ) 0.16 Net income (loss) per share attributable to common stockholders $ ( 0.35 ) $ ( 0.02 ) $ ( 0.90 ) $ 0.00 Diluted earnings per share: Denominator: Weighted average common shares outstanding 89,820,737 87,787,772 89,669,397 87,706,282 Dilutive securities: Stock options and restricted stock units 900,543 - - - Diluted shares outstanding 90,721,280 87,787,772 89,669,397 87,706,282 Per share: Income (loss) per share from continuing operations $ 0.04 $ ( 0.07 ) $ ( 0.04 ) $ ( 0.16 ) Income (loss) per share from discontinued operations ( 0.39 ) 0.04 ( 0.86 ) 0.16 Net income (loss) per share attributable to common stockholders $ ( 0.35 ) $ ( 0.02 ) $ ( 0.90 ) $ 0.00 For the three-month period ended June 30, 2024, a tota l of 3,240,646 shares of dilutive securities were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. For the six-month period ended June 30, 2024, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,067,997 equivalent shares of dilutive securities for the six-month period ended June 30, 2024. For the three- and six-month periods ended June 30, 2023, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 2,038,928 and 2,100,813 equivalent shares of dilutive securities for the three- and six-month period ended June 30, 2023, respectively. Impairment The Company has identified each of its three operating segments to be separate reporting units: digital, television, and audio. The carrying values of the reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units. Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1. As of the most recent annual goodwill testing date, October 1, 2023, there was $ 50.1 million of goodwill in the digital reporting unit. Based on the assumptions and estimates discussed in the Company's 2023 10-K, the fair value of the digital reporting unit exceeded its carrying value by 28 %, resulting in no impairment charge for the year ended December 31, 2023 . On March 4, 2024, the Company received a communication from Meta that it intended to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024. For the fiscal year ended December 31, 2023 ASP revenue from Meta represented approximately 53 % of the Company's consolidated revenue, and 63 % of the Company's digital segment revenue. The Company expected a significant loss of future revenue due to the termination of the ASP by Meta. As a result, during the first quarter of 2024, the Company updated its internal forecasts of future performance and determined that a triggering event had occurred during the first quarter of 2024 that required interim impairment tests. As a result, the Company conducted a review of certain of its long-lived assets using a two-step approach. In the first step, the carrying value of the asset group is compared to the projected undiscounted cash flows to determine recoverability. If the asset carrying value is not recoverable, then the fair value of the asset group is determined in the second step using an income approach. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and useful lives. Based on the assumptions and estimates described above, the carrying values of long-lived assets in the digital reporting unit exceeded their fair values. As a result, the Company performed the second step analysis, resulting in intangibles subject to amortization impairment charge o f $ 14.0 millio n during the three-month period ended March 31, 2024, related to the then impending termination by Meta of its ASP program. The Company also conducted a review of the fair value of the digital reporting unit in the first quarter of 2024. The estimated fair value of the reporting unit was determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to the Company’s reporting units. The market approach requires the Company to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The income approach estimates fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of the reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated the discount rate on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company’s reporting units. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the digital media industries. The Company estimated its revenue projections and profit margin projections based on internal forecasts about future performance. Based on the assumptions and estimates described above, the Company concluded that the digital reporting unit carrying value exceeded its fair value, resulting in a goodwill impairment charge of $ 35.4 million for the three-month period ended March 31, 2024. The impairments of the intangibles subject to amortization and goodwill were allocated to the Company's EGP business which is accounted for as discontinued operations. See Note 8 for additional deta ils. Treasury Stock On March 1, 2022, the Company's Board of Directors approved a share repurchase program of up to $ 20 million of the Company's Class A common stock. Under this share repurchase program, the Company is authorized to purchase shares of its Class A common stock from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors. During the three- and six-month periods ended June 30, 2024 and 2023 , the Company did no t repurchase any shares of its Class A common stock. As of June 30 , 2024 , the Company has repurchased a total of 1.8 million shares of its Class A common stock under the new share repurchase program for an aggregate purchase price of $ 11.3 million, or an average price per share of $ 6.43 . Credit Facility On November 30, 2017 , the Company entered into the 2017 Credit Facility pursuant to the 2017 Credit Agreement. The 2017 Credit Facility consisted of a $ 300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”), which was drawn in full. The Company’s borrowings under the 2017 Credit Facility bore interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Eurodollar Rate (as defined in the 2017 Credit Agreement) plus 2.75 %; or (ii) the Base Rate (as defined in the 2017 Credit Agreement) plus 1.75 %. As of March 16, 2023, the interest rate on the Company's Term Loan B was 7.38 %. The Term Loan B Facility had an expiration date on November 30, 2024 . On March 17, 2023 (the “2023 Closing Date”), the Company entered into the 2023 Credit Facility, pursuant to the 2023 Credit Agreement, by and among the Company, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders (collectively, the “Lenders” and individually each a “Lender”). The 2023 Credit Agreement amended, restated and replaced in its entirety the 2017 Credit Agreement. On the 2023 Closing Date , the Company repaid in full all of the outstanding obligations under the 2017 Credit Agreement and accounted for this repayment as an extinguishment of debt in accordance with Accounting Standards Codification ("ASC") 470, "Debt". The repayment resulted in a loss on debt extinguishment of $ 1.6 million, which included a write-off of unamortized debt issuance costs in the amount of $ 1.1 million. As provided for in the 2023 Credit Agreement, the 2023 Credit Facility consists of (i) a $ 200.0 million senior secured Term A Facility (the "Term A Facility"), which was drawn in full on the 2023 Closing Date, and (ii) a $ 75.0 million Revolving Credit Facility (the “Revolving Credit Facility”), of which $ 11.5 million was drawn on the 2023 Closing Date. In addition, the 2023 Credit Agreement provides that the Company may increase the aggregate principal amount of the 2023 Credit Facility by an additional amount equal to $ 100.0 million plus the amount that would result in the Company’s first lien net leverage ratio (as such term is used in the 2023 Credit Agreement) not exceeding 2.25 to 1.0, subject to the Company satisfying certain conditions. Borrowings under the 2023 Credit Facility were used on the 2023 Closing Date (a) to repay in full all of the outstanding obligations of the Company and its subsidiaries under the 2017 Credit Facility, (b) to pay fees and expenses in connection the 2023 Credit Facility and (c) for general corporate purposes. The 2023 Credit Facility matures on March 17, 2028 (the “Maturity Date”). The 2023 Credit Facility is guaranteed on a senior secured basis by certain of the Company’s existing and future wholly-owned domestic subsidiaries, and secured on a first priority basis by the Company’s and those subsidiaries’ assets. The Company’s borrowings under the 2023 Credit Facility bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Term SOFR (as defined in the 2023 Credit Agreement) plus a margin between 2.50 % and 3.00 %, depending on the Total Net Leverage Ratio or (ii) the Base Rate (as defined in the 2023 Credit Agreement) plus a margin between 1.50 % and 2.00 %, depending on the Total Net Leverage Ratio. In addition, the unused portion of the Revolving Credit Facility is subject to a rate per annum between 0.30 % and 0.40 %, depending on the Total Net Leverage Ratio. As of June 30, 2024, the interest rate on the Company's Term A Facility and the drawn portion of the Revolving Credit Facility was 8.25 %. The amounts outstanding under the 2023 Credit Facility may be prepaid at the option of the Company without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a Term SOFR loan. The principal amount of the Term A Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2023 Credit Agreement, with the final balance due on the Maturity Date. In March 2024, the Company made a prepayment of $ 10.0 million, of which $ 8.75 million was applied to the upcoming quarterly principal payments in 2024 under the Term A Facility, and $ 1.25 million was applied to the Revolving Credit Facility. In June 2024, the Company made an additional prepayment of $ 10.0 million, of which $ 4.9 million was a mandatory prepayment as a result of the EGP disposition. The prepayment was applied to the quarterly principal payments in 2025 under the Term A Facility. The Company recorded a loss on debt extinguishment of $ 0.1 million for the three- and six-month periods ended June 30, 2024 due to these prepayments of our 2023 Credit Facility. The Company incurred debt issuance costs of $ 1.8 million associated with the 2023 Credit Facility. Debt outstanding under the 2023 Credit Facility is presented net of issuance costs on the Company's Consolidated Balance Sheets. The debt issuance costs are amortized on an effective interest basis over the term of the 2023 Credit Facility, and are included in interest expense in the Company's Condensed Consolidated Statements of Operations. The covenants of the Credit Agreement include customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the 2023 Credit Facility requires compliance with financial covenants related to total net leverage ratio, not to exceed 3.25 to 1.00, and interest coverage ratio with a minimum permitted ratio of 3.00 to 1.00 (calculated as set forth in the 2023 Credit Agreement). As of June 30, 2024, the Company believes that it is in compliance with all covenants in the 2023 Credit Agreement. The 2023 Credit Agreement includes customary events of default, as well as the following events of default, that are specific to the Company: • any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the requirement (by final non-appealable order) to sell a television or radio station, where any such event or failure is reasonably expected to have a material adverse effect; or • the interruption of operations of any television or radio station for more than 96 consecutive hours during any period of seven consecutive days; The 2023 Credit Agreement includes customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the 2023 Credit Agreement. The security agreement that the Company entered into with respect to its 2017 Credit Facility remains in effect with respect to its 2023 Credit Facility. The carrying amount of the Term Loan A Facility as of June 30, 2024 approximated its fair value and was $ 176.6 million, net of $ 0.9 million of unamortized debt issuance costs and original issue discount. Concentrations of Credit Risk and Trade Receivables The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. From time to time, the Company has had, and may have, bank deposits in excess of Federal Deposit Insurance Corporation insurance limits. As of June 30, 2024, the majority of all U.S. deposits are maintained in two financial institutions. The Company has not experienced any losses in such accounts and believes that it is not exposed to significant credit risk on cash and cash equivalents. In addition, to the Company's knowledge, all or substant |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. REVENUES Revenue Recognition Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount equal to the consideration the Company expects to be entitled to in exchange for those services. Digital Advertising. Revenue related to the Company's digital segment is recognized when display or other digital advertisements record impressions on the websites and mobile and Internet-connected television apps of media companies on whose digital platforms the advertisements are placed or as the advertiser’s previously agreed-upon performance criteria are satisfied. The Company has concluded that it is the principal in the transaction and therefore recognizes revenue on a gross basis, because (i) the Company is responsible for fulfillment of the contract, including customer support, resolving customer complaints, and accepting responsibility for the quality or suitability of the product or service; (ii) the Company has pricing discretion over the transaction; and (iii) the Company carries inventory risk for all inventory purchased regardless of whether the Company is able to collect on a transaction. Broadcast Advertising. Revenue related to the sale of advertising in the television and audio segments is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded as gross revenue and the related commission or national representation fee is recorded in operating expense. Retransmission Consent. The Company generates revenue from retransmission consent agreements that are entered into with multichannel video programming distributors ("MVPDs"). The Company grants the MVPDs access to its television station signals so that they may rebroadcast the signals and charge their subscribers for this programming. Revenue is recognized as the television signal is delivered to the MVPD. Spectrum Usage Rights. The Company generates revenue from agreements associated with its television stations’ spectrum usage rights. Revenue is recognized in accordance with the contractual fees over the term of the agreement or when the Company has relinquished all or a portion of its spectrum usage rights for a station or have relinquished its rights to operate a station on the existing channel free from interference. The Company does not disclose the value of unsatisfied performance obligations when (i) contracts have an original expected length of one year or less, which applies to essentially all of the Company's advertising contracts, and (ii) variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property, which applies to retransmission consent revenue. The Company expenses contract acquisition costs, such as sales commissions generated either by internal direct sales employees or through third party advertising agency intermediaries, when incurred because the amortization period is one year or less. These costs are recorded within direct operating expenses. The Company records deferred revenues within Accounts payable and accrued expenses in the Consolidated Balance Sheets, when cash payments are received or due in advance of its performance, including amounts which are refundable. The change in the deferred revenue balance is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenues recognized that were included in the deferred revenue balance in the prior period. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is typically 30 days. For certain individual customers and customer types, the Company generally requires payment before the services are delivered to the customer. Disaggregated Revenue The following table presents our revenues disaggregated by major source (in thousands): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Digital advertising $ 41,068 $ 30,234 $ 79,290 $ 55,357 Broadcast advertising 29,857 30,983 57,694 60,610 Spectrum usage rights 1,625 2,078 3,385 4,224 Retransmission consent 8,825 9,324 17,980 18,947 Other 1,279 1,100 2,481 2,228 Total revenue $ 82,654 $ 73,719 $ 160,830 $ 141,366 Contracts are entered into directly with customers or through an advertising agency that represents the customer. Sales of advertising to customers or agencies within a station’s designated market area (“DMA”) are referred to as local revenue, whereas sales from outside the DMA are referred to as national revenue. The following table further disaggregates the Company’s broadcast advertising revenue by sales channel (in thousands): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Local direct $ 5,109 $ 5,480 $ 10,144 $ 10,788 Local agency 13,124 13,687 26,027 26,559 National agency 11,624 11,816 21,523 23,263 Total revenue $ 29,857 $ 30,983 $ 57,694 $ 60,610 The following table further disaggregates the Company’s revenue by geographical region, based on the location of the sales office (in thousands): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 United States $ 60,715 $ 51,711 $ 117,964 $ 98,589 Rest of the World 21,939 22,008 42,866 42,777 Total revenue $ 82,654 $ 73,719 $ 160,830 $ 141,366 Deferred Revenue (in thousands) December 31, 2023 Increase Decrease June 30, 2024 Deferred revenue $ 1,977 2,069 ( 1,977 ) $ 2,069 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 4. LEASES The Company’s leases are considered operating leases and primarily consist of real estate such as office space, broadcasting towers, land and land easements. The operating leases are reflected within the consolidated balance sheet as Operating leases right of use asset with the related liability presented as Operating lease liabilities and Long-term operating lease liabilities. Lease expense is recognized on a straight-line basis over the lease term. Generally, lease terms include options to renew or extend the lease. Unless the renewal option is considered reasonably certain, the exercise of any such options has been excluded from the calculation of lease liabilities. The following table summarizes the expected future payments related to lease liabilities as of June 30, 2024: (in thousands) Remainder of 2024 $ 5,169 2025 10,380 2026 8,785 2027 6,984 2028 6,247 2029 and thereafter 30,095 Total minimum payments $ 67,660 Less amounts representing interest ( 15,397 ) Less amounts representing tenant improvement allowance ( 400 ) Present value of minimum lease payments 51,863 Less current operating lease liabilities ( 7,736 ) Long-term operating lease liabilities $ 44,127 The Company’s existing leases have remaining terms of less than one year up to 26 years. The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of June 30, 2024 were 8.6 years and 6.3 %, respectively. The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of June 30, 2023 were 9.1 years and 6.2 %, respectively. The following table summarizes lease payments and supplemental non-cash disclosures: Six-Month Period Ended June 30, (in thousands) 2024 2023 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 5,647 $ 4,107 Non-cash additions to operating lease assets $ 3,625 $ 4,657 The following table summarizes the components of lease expense: Three-Month Period Six-Month Period Ended June 30, Ended June 30, (in thousands) 2024 2023 2024 2023 Operating lease cost $ 2,325 $ 2,286 $ 4,708 $ 4,573 Variable lease cost 404 322 683 590 Short-term lease cost 251 1,030 484 2,318 Total lease cost $ 2,980 $ 3,638 $ 5,875 $ 7,481 For the three-month period ended June 30, 2024, lease cost of $ 1.4 million, $ 1.3 million and $ 0.3 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the six-month period ended June 30, 2024, lease cost of $ 2.8 million, $ 2.6 million and $ 0.5 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the three-month period ended June 30, 2023, lease cost of $ 1.5 million, $ 1.8 million and $ 0.3 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the six-month period ended June 30, 2023, lease cost of $ 2.9 million, $ 3.9 million and $ 0.7 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 5. SEGMENT INFORMATION The Company’s management has determined that the Company operates in three reportable segments as of June 30, 2024, based upon the type of advertising medium, which segments are digital, television and audio. The Company’s segments results reflect information presented on the same basis that is used for internal management reporting and it is also how the chief operating decision maker, who is the Company's Chief Executive Officer ("CEO"), evaluates the business. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, change in fair value of contingent consideration, impairment charge, other operating (gain) loss, and foreign currency (gain) loss. The Company generated 27 % and 30 % of its revenue from continuing operations outside the United States during the three-month periods ended June 30, 2024 and 2023, respectively. The Company generated 27 % and 30 % of its revenue from continuing operations outside the United States during the six-month periods ended June 30, 2024 and 2023, respectively. The accounting policies applied to determine the segment information are generally the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates the performance of its operating segments based on separate financial data for each operating segment as provided below (in thousands): Three-Month Period Six-Month Period Ended June 30, % Ended June 30, % 2024 2023 Change 2024 2023 Change Net revenue Digital $ 41,068 $ 30,234 36 % $ 79,290 $ 55,357 43 % Television 28,577 29,943 ( 5 )% 57,126 60,255 ( 5 )% Audio 13,009 13,542 ( 4 )% 24,414 25,754 ( 5 )% Consolidated 82,654 73,719 12 % 160,830 141,366 14 % Cost of revenue - digital 24,424 19,649 24 % 47,082 36,516 29 % Direct operating expenses Digital 7,427 6,074 22 % 14,385 10,824 33 % Television 16,969 15,024 13 % 33,897 29,783 14 % Audio 7,360 7,758 ( 5 )% 15,275 14,851 3 % Consolidated 31,756 28,856 10 % 63,557 55,458 15 % Selling, general and administrative expenses Digital 5,352 3,805 41 % 10,339 7,373 40 % Television 5,666 4,844 17 % 11,706 10,184 15 % Audio 3,345 3,961 ( 16 )% 6,652 7,860 ( 15 )% Consolidated 14,363 12,610 14 % 28,697 25,417 13 % Depreciation and amortization Digital 1,208 933 29 % 2,660 1,594 67 % Television 2,847 2,551 12 % 5,773 5,209 11 % Audio 373 229 63 % 734 411 79 % Consolidated 4,428 3,713 19 % 9,167 7,214 27 % Segment operating profit (loss) Digital 2,657 ( 227 ) * 4,824 ( 950 ) * Television 3,095 7,524 ( 59 )% 5,750 15,079 ( 62 )% Audio 1,931 1,594 21 % 1,753 2,632 ( 33 )% Consolidated 7,683 8,891 ( 14 )% 12,327 16,761 ( 26 )% Corporate expenses 10,811 12,042 ( 10 )% 23,059 22,544 2 % Change in fair value of contingent consideration 240 21 1,043 % 20 721 ( 97 )% Foreign currency (gain) loss ( 24 ) 792 * 241 1,006 ( 76 )% Operating income (loss) ( 3,344 ) ( 3,964 ) ( 16 )% ( 10,993 ) ( 7,510 ) 46 % Interest expense $ ( 4,118 ) $ ( 4,195 ) ( 2 )% $ ( 8,561 ) $ ( 8,118 ) 5 % Interest income 577 720 ( 20 )% 1,155 1,328 ( 13 )% Dividend income - 14 ( 100 )% 10 32 ( 69 )% Realized gain (loss) on marketable securities 4 ( 29 ) * ( 109 ) ( 61 ) 79 % Gain (loss) on debt extinguishment ( 51 ) - * ( 91 ) ( 1,556 ) ( 94 )% Income (loss) before income taxes ( 6,932 ) ( 7,454 ) ( 7 )% ( 18,589 ) ( 15,885 ) 17 % Capital expenditures Digital $ 191 $ 857 $ 269 $ 1,324 Television 1,140 2,555 2,608 6,875 Audio 392 2,371 916 5,490 Consolidated $ 1,723 $ 5,783 $ 3,793 $ 13,689 June 30, December 31, Total assets 2024 2023 Digital $ 75,830 $ 112,500 Television 397,178 342,818 Audio 96,598 97,504 Assets of discontinued operations - 313,124 Consolidated $ 569,606 $ 865,946 * Percentage not meaningful. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | 7. ACQUISITIONS BCNMonetize On May 19 , 2023 , the Company acquired 100 % of the issued and outstanding shares of stock of BCNMonetize, a global mobile app marketing solutions company headquartered in Barcelona, Spain . The acquisition, funded from the Company’s cash on hand, included an initial purchase price of $ 6.0 million in cash, which amount was adjusted at closing to $ 7.2 million due to customary purchase price adjustments for cash, i ndebtedness and estimated working capital . Additionally, the transaction includes contingent earn-out payments based upon the achievement of certain EBITDA targets in calendar years 2023 through 2026, calculated as a predetermined multiple of EBITDA for each of those years. The total purchase price for the acquisition, including the fair value of the contingent consideration, was $ 8.8 million. The following is a summary of the final purchase price allocation (in millions): Cash $ 0.8 Accounts receivable 2.8 Other assets 0.7 Intangible assets subject to amortization 4.2 Goodwill 3.5 Current liabilities ( 2.1 ) Deferred tax ( 1.1 ) Intangible assets subject to amortization acquired includes: Intangible Asset Estimated Fair Value (in millions) Weighted average life (in years) Publisher relationships $ 2.2 3.0 Advertiser relationships 1.5 1.0 Trade name 0.3 1.0 Non-Compete agreements 0.2 1.5 The fair value of the assets acquired includes trade receivables of $ 2.8 million. The gross amount due under contract was $ 2.9 million, of which $ 0.1 million was expected to be uncollectable. The goodwill, which is not expected to be deductible for tax purposes, is assigned to the Company’s digital segment and is attributable to BCNMonetize's workforce and expected synergies from combining BCNMonetize's operations with the Company's operations. As noted above, t he acquisition of BCNMonetize includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to the selling stockholders of BCNMonetize, based on a pre-determined multiple of BCNMonetize's 12-month EBITDA in calendar years 2023 through 2026. The fair value of the contingent consideration recognized on the acquisition date of $ 1.6 million was estimated by applying the real options approach. Key assumptions include risk-neutral expected growth rates based on management’s assessments of expected growth in EBITDA, adjusted by appropriate factors capturing their correlation with the market and volatility, discounted at a cost of debt rate ranging from 8.2 % to 8.4 % over the three-year period. These are significant inputs that are not observable in the market, which ASC 820-10-35 refers to as Level 3 inputs. The following unaudited pro forma information has been prepared to give effect to the Company’s acquisition of BCNMonetize as if the acquisition had occurred on January 1, 2023. This pro forma information was adjusted to exclude acquisition fees and costs of $ 0.2 million for the six-month period ended June 30, 2023, which were expensed in connection with the acquisition. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for any future periods. In thousands, except share and per share data Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2023 2023 Pro Forma: Total revenue $ 76,396 $ 147,379 Net income (loss) attributable to common stockholders $ ( 1,380 ) $ 1,593 Basic and diluted earnings per share: Net income (loss) per share, attributable to common stockholders, basic and diluted $ ( 0.02 ) $ 0.02 Weighted average common shares outstanding, basic 87,787,772 87,706,282 Weighted average common shares outstanding, diluted 87,787,772 87,706,282 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 8. DISCONTINUED OPERATIONS As discussed in Note 2, as a result of the communication from Meta on March 4, 2024, that it intended to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024, the Company conducted a thorough review of its digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of its EGP business, the Company's digital commercial partnerships business, which took place in the following three transactions: Sale to IMS During the second quarter of 2024, the Company entered into a definitive agreement to sell substantially all of its EGP business to IMS. The transaction was completed on June 28, 2024. Cash proceeds from the transaction received at the closing were $ 16.4 million. Immediately after the closing, an amount equal to $ 6.5 million of the proceeds was paid by the Company to the founders of MediaDonu ts, to satisfy a remaining contingent consideration liability owed to them. The Company recorded a loss of $ 40.7 million as a result of this transaction. Sale of Adsmurai On August 5, 2022, the Company made a loan (the "Adsmurai Loan") in the principal amount of € 12,535,000 ( $ 12.8 million as of that date) to an entity affiliated with owners of a majority interest in Adsmurai, S.L. (“Adsmurai”), a company engaged in the sale and marketing of digital advertising. On April 3, 2023 , the Company entered into an agreement among the Company and the selling stockholders of Adsmurai, pursuant to which the Company acquired a 51 % equity interest in Adsmurai (the “Adsmurai Acquisition”) on the same date . The Company acquired 51 % of the issued and outstanding shares of stock of Adsmurai by means of conversion of the Adsmurai Loan, for total purchase consideration of € 13.0 million ($ 14.2 million as of April 3, 2023), including interest. In connection with the Adsmurai Acquisition, on April 3, 2023 the Company made a loan to entities affiliated with owners of the remaining 49 % interest in Adsmurai in the principal amount of € 7,355,000 ($ 8.1 million as of April 3, 2023) and a second loan on July 11, 2023 in the principal amount of € 4,993,344 ($ 5.6 million as of July 11, 2023) based on Adsmurai’s EBITDA for calendar year 2022 (the “New Adsmurai Loans”). On May 6, 2024 (the "Effective Date"), the Company entered into a Share Purchase Agreement (the “Adsmurai Purchase Agreement”), among Adsmurai, the Company and the other stockholders of Adsmurai (the “Adsmurai Buyers”). Pursuant to the Adsmurai Purchase Agreement, on such date (i) the Company sold its 51 % equity interest in Adsmurai to the Adsmurai Buyers, (ii) the Company terminated the New Adsmurai Loans it made previously to the Adsmurai Buyers in the principal amount of € 12.3 million and (iii) the parties terminated other previous agreements made between them, including an options agreement which contained put redemption features for buyers and call redemption features for the Company. As consideration, the Company received € 15.0 million (approximately $ 16.2 million as of the Effective Date) ("Total Consideration"). The Adsmurai Purchase Agreement also contains representations, warranties, covenants, indemnities and releases of the parties thereto. The Total Consideration is payable to the Company as follows: • € 10.0 million paid on the Effective Date; and • € 5.0 million to be paid within six months of the Effective Date. The Company recorded a loss of $ 2.6 million as a result of this transaction. Sale of Jack of Digital On August 3, 2022, the Company acquired 15 % of the issued and outstanding stock of Jack of Digital, a digital marketing services company that serves as the exclusive advertising sales partner of ByteDance Ltd. in Pakistan, for $ 0.1 million. On April 3, 2023, the Company acquired the remaining issued and outstanding stock of Jack of Digital for $ 1.1 million. Of that amount, the Company paid an initial installment payment of $ 0.5 million in 2023, an additional installment payment of $ 0.3 million during the three-month period ended March 31, 2024, and the balance was to be paid in January 2025. Additionally, the transaction included a contingent earn-out payment based upon the achievement of an EBITDA target in calendar year 2026. The total purchase price for the acquisition, including the fair value of the contingent consideration, was $ 1.4 million. On June 28, 2024, the Company sold 100 % of the issued and outstanding shares of stock of Jack of Digital back to its founder for cash consideration of $ 0.1 million. The Company recorded a loss of $ 1.7 million as a result of this transaction. The Company concluded that the assets of the EGP business met the criteria for classification as held for sale. Additionally, the Company determined that the disposal, which was initiated and completed during the second quarter of 2024, represented a strategic shift that had a major effect on the Company's operations and financial results. As such, the results of the Company's EGP business are presented as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. The assets of the Company's EGP business have been reflected as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheet as of December 31, 2023. The following table summarizes the results of discontinued operations, net of tax (in thousands): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Net Revenue $ 179,599 $ 199,662 $ 378,868 $ 371,021 Expenses: Cost of revenue - digital 160,932 176,187 341,503 327,076 Direct operating expenses 2,883 4,209 6,654 7,469 Selling, general and administrative expenses 10,748 10,955 23,109 20,916 Depreciation and amortization 1,564 2,796 3,958 5,766 Change in fair value of contingent consideration ( 11,368 ) 1,102 ( 12,568 ) ( 3,663 ) Impairment charge - - 49,438 - Foreign currency (gain) loss 2,304 ( 95 ) 2,488 ( 1,265 ) Other operating (gain) loss 45,014 - 45,014 - Operating income (loss) ( 32,478 ) 4,508 ( 80,728 ) 14,722 Interest expense ( 103 ) ( 111 ) ( 219 ) ( 216 ) Interest income 179 317 731 569 Income (loss) from discontinued operations before income taxes ( 32,402 ) 4,714 ( 80,216 ) 15,075 Income tax benefit (expense) ( 3,010 ) ( 889 ) 645 ( 1,535 ) Net income (loss) from discontinued operations before noncontrolling interests in discontinued operations ( 35,412 ) 3,825 ( 79,571 ) 13,540 Net (income) loss attributable to redeemable noncontrolling interest - 12 2,779 12 Net (income) loss attributable to noncontrolling interest - - - 342 Net income (loss) from discontinued operations, net of tax $ ( 35,412 ) $ 3,837 $ ( 76,792 ) $ 13,894 Allocated general corporate overhead costs do not meet the criteria to be presented within net loss from discontinued operations, net of tax, and were excluded from all figures presented in the table above. The Company and IMS entered into a transition services agreement, pursuant to which the Company and IMS provide certain services to each other through October 2024. For the three- and six-months periods ended June 30, 2024, the Company did not collect or pay any cash related to these activities, and does not expect to collect or pay any cash related to these activities during the term of this agreement. For the three- and six-months periods ended June 30, 2024, there was a tax expense and tax benefit, respectively, in discontinued operations as a result of the (i) tax effect of a pre-tax loss, (ii) benefit related to disposal, and (iii) permanent items and state taxes related to the Disposition. For the three- and six-months periods ended June 30, 2023, there was a tax expense in discontinued operations as a result of the (i) tax effect of a pre-tax loss, (ii) benefit related to disposal, and (iii) permanent items and state taxes related to the Disposition. As a result of the EGP disposition , the Company was required to repay $ 4.9 million of the outstanding principal under the 2023 Credit Facility, which represented approximately 2.5 % of the total outstanding principal under the 2023 Credit Facility . The prepayment resulted in a de minimis amount of loss on debt extinguishment that was attributed to the discontinued operation. All historical interest expense associated with this prepayment was allocated to the discontinued operation. Details of the assets and liabilities of discontinued operations were as follows: December 31, 2023 ASSETS OF DISCONTINUED OPERATIONS Current assets Cash and cash equivalents $ 38,341 Trade receivables 165,755 Prepaid expenses and other current assets 13,173 Total current assets of discontinued operations 217,269 Property and equipment, net 4,543 Intangible assets subject to amortization, net 44,684 Goodwill 39,998 Deferred income taxes 4,726 Operating leases right of use asset 1,073 Other assets 831 Noncurrent assets of discontinued operations 95,855 Total assets of discontinued operations $ 313,124 LIABILITIES OF DISCONTINUED OPERATIONS Current liabilities Current maturities of long-term debt $ 1,219 Accounts payable and accrued expenses 207,026 Operating lease liabilities 534 Total current liabilities of discontinued operations 208,779 Long-term debt, less current maturities 1,668 Long-term operating lease liabilities 487 Other long-term liabilities 18,385 Deferred income taxes 12,532 Noncurrent liabilities of discontinued operations 33,072 Total liabilities of discontinued operations $ 241,851 The goodwill was allocated between the discontinued operations and the continuing operations based on the relative fair value of the components representing a business. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business. The following table presents significant non-cash items and capital expenditures of discontinued operations for the periods presented: Six-Month Period Ended June 30, 2024 2023 Depreciation and amortization $ 3,958 $ 5,766 Impairment charge $ 49,438 $ - Loss (gain) on the sale of assets/businesses $ 45,014 $ - Change in fair value of contingent consideration $ ( 12,568 ) $ ( 3,663 ) Non-cash stock-based compensation $ ( 544 ) $ 914 Purchases of property and equipment $ 81 $ 1,547 |
The Company and Significant A_2
The Company and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Discontinued Operations and Assets Held for Sale | Discontinued Operations and Assets Held for Sale On March 4, 2024, the Company received a communication from Meta that it intended to wind down its Authorized Sales Partners ("ASP") program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024. For the fiscal year ended December 31, 2023 ASP revenue from Meta represented approximately 53 % of the Company's consolidated revenue, and 63 % of the Company's digital segment revenue. As a result of this communication from Meta, the Company conducted a thorough review of its digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of EGP. Following this decision, during the second quarter of 2024, the Company entered into a definitive agreement to sell substantially all of its EGP business to IMS Internet Media Services, Inc. ("IMS"). The transaction was completed on June 28, 2024. The remaining EGP businesses, Jack of Digital and Adsmurai, S.L. ("Adsmurai"), were each sold back to their respective founders in separate transactions during the second quarter of 2024. See Note 8 for additional details. A business or asset is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met. A business or asset classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Depreciation is not recorded on assets classified as held for sale. The results of operations of a business classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale. The Company concluded that the assets of its EGP business met the criteria for classification as held for sale. Additionally, the Company determined that the disposal, which was initiated and completed during the second quarter of 2024, represented a strategic shift that had a major effect on the Company's operations and financial results. As such, the results of the Company's EGP business are presented as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. The assets of the Company's EGP business have been reflected as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheet for the year ended December 31, 2023. |
Restricted Cash | Restricted Cash As of June 30, 2024 and December 31, 2023, the Company’s balance sheet includes $ 0.8 million in restricted cash, which was deposited into a separate account as collateral for the Company’s letters of credit. The Company's cash and cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, was as follows (in thousands): As of June 30, 2024 2023 Cash and cash equivalents $ 85,136 $ 99,580 Restricted cash 779 761 Total as presented in the Condensed Consolidated Statements of Cash Flows $ 85,915 $ 100,341 |
Related Party | Related Party Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. The network affiliation agreement with TelevisaUnivision provides certain of the Company’s owned stations the exclusive right to broadcast TelvisaUnivision’s primary Univision network and UniMás network programming in their respective markets. Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by TelevisaUnivision. Under the network affiliation agreement, TelevisaUnivision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to TelevisaUnivision relating to sales of all advertising for broadcast on its Univision- and UniMás-affiliate television stations. During each of the three-month periods ended June 30, 2024 and 2023, the amount the Company paid TelevisaUnivision in this capacity w as $ 1.5 million. During the six-month periods ended June 30, 2024 and 2023, the amount the Company paid TelevisaUnivision in this capacity w as $ 2.9 milli on and $ 3.0 million, respectively . These amounts were included in Direct Operating Expenses in the Company's Condensed Consolidated Statements of Operations. The Company also generates revenue under two marketing and sales agreements with TelevisaUnivision, which give it the right to manage the marketing and sales operations of TelevisaUnivision-owned Univision affiliates in three markets – Albuquerque, Boston and Denver. On October 2, 2017, the Company entered into the current affiliation agreement which superseded and replaced its prior affiliation agreements with TelevisaUnivision. Additionally, on the same date, the Company entered into a proxy agreement and marketing and sales agreement with TelevisaUnivision, each of which superseded and replaced the prior comparable agreements with TelevisaUnivision. The term of each of these current agreements expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations, except that each current agreement expired on December 31, 2021 with respect to the Company’s Univision and UniMás network affiliate stations in Orlando, Tampa and Washington, D.C. Under the Company’s current proxy agreement with TelevisaUnivision, the Company grants TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by TelevisaUnivision with respect to retransmission consent agreements entered into with multichannel video programming distributors, (“MVPDs”). As of June 30, 2024 , the amount due to the Company from TelevisaUnivision was $ 8.1 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended June 30, 2024 and 2023, retransmission consent revenue accounted fo r $ 8.8 million and $ 9.3 million, respectively, of which $ 6.2 million and $ 6.5 million, respectively, relate to the TelevisaUnivision proxy agreement. During the six-month periods ended June 30, 2024 and 2023, retransmission consent revenue accounted for $ 18.0 million and $ 18.9 million, respectively, of which $ 12.6 million and $ 13.1 million, respectively, relate to the TelevisaUnivision proxy agreement. TelevisaUnivision currently owns approximat ely 10 % of the Company’s common stock on a fully-converted basis. The Company’s Class U common stock, all of which is held by TelevisaUnivision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of TelevisaUnivision. In addition, as the holder of all of the Company’s issued and outstanding Class U common stock, so long as TelevisaUnivision holds a certain number of shares of Class U common stock, the Company may not, without the consent of TelevisaUnivision, merge, consolidate or enter into a business combination, dissolve or liquidate the Company or dispose of any interest in any FCC license with respect to television stations which are affiliates of TelevisaUnivision, among other things. |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the condensed consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s condensed consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Restricted Stock Units Stock-based compensation expense related to restricted stock units ("RSUs") is based on the fair value of the Company’s stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years . During the six-month period ended June 30, 2024, the Company had the following non-vested RSUs activity (in thousands, except grant date fair value data): Number of RSUs Weighted-Average Grant Date Fair Value Nonvested balance at December 31, 2023 6,358 $ 5.74 Granted 2,928 4.01 Vested ( 896 ) 6.23 Forfeited or cancelled ( 1,242 ) 5.48 Nonvested balance at June 30, 2024 7,148 5.01 Stock-based compensation expense related to RSUs was $ 3.8 million and $ 5.4 million for the three-month periods ended June 30, 2024 and 2023, respectively. Stock-based compensation expense related to RSUs was $ 8.4 million and $ 9.1 million for the six-month periods ended June 30, 2024 and 2023, respectively. As of June 30, 2024, there was $ 15.2 million of total unrecognized compensation expense related to grants of RSUs that is expected to be recognized over a weighted-average period of 1.8 years. Performance Stock Units In connection with the hiring of the Company's CEO in July 2023, the Company has granted the CEO Performance Stock Units ("PSUs"), which are subject to both time-based vesting conditions and market-based conditions. Both the service and market conditions must be satisfied for the PSUs to vest. The PSUs consist of five equal tranches (each, a "Performance Tranche"), based on achievement of a share price condition if the Company achieves share price targets of $ 5.75 , $ 7.25 , $ 9.00 , $ 11.20 , and $ 13.75 , respectively, over 30 consecutive trading days during a performance period commencing on July 1, 2023 and ending on July 1, 2028 . The fair value of each of the Performance Tranches was $ 0.8 million, $ 0.7 million, $ 0.7 million, $ 0.6 million, and $ 0.5 million, respectively, and have a grant date fair value per share of restricted stock of $ 3.98 , $ 3.64 , $ 3.31 , $ 2.93 , and $ 2.58 , respectively. To the extent that any of the performance-based requirements are met, the Company's CEO must also provide continued service to the Company through at least July 1, 2024 to receive any shares of common stock underlying the PSUs and through July 1, 2028 to receive all of the shares of common stock underlying the PSUs that have satisfied the applicable market-based requirement. The maximum num ber of shares that can be earned under this PSU grant is 1,000,000 shares, with 20 % of the total award allocated to each Performance Tranche. Between 0 % and 100 % of each Performance Tranche of the PSUs will vest on each of the tranche dates. Additionally, in connection with the annual grant in January 2024, the Company has granted PSUs to certain employees, which are subject to both time-based vesting conditions and market-based conditions. Both the service and market conditions must be satisfied for the PSUs to vest. The PSUs consist of four equal tranches (each, a "Performance Tranche"), based on achievement of a share price condition if the Company achieves share price targets of $ 4.83 , $ 5.65 , $ 7.15 , and $ 8.90 , respectively, over 30 consecutive trading days during a performance period commencing on January 25, 2024 and ending on January 25, 2029 . The fair value of each of the Performance Tranches was $ 0.6 million, $ 0.6 million, $ 0.5 million, and $ 0.5 million, respectively, and have a grant date fair value per share of restricted stock of $ 4.16 , $ 3.98 , $ 3.66 , and $ 3.32 , respectively. To the extent that any of the performance-based requirements are met, the grantees must also provide continued service to the Company through at least January 25, 2025 to receive any shares of common stock underlying the PSUs and through January 25, 2029 to receive all of the shares of common stock underlying the PSUs that have satisfied the applicable market-based requirement. The maximum number of shares that could be earned under this PSU grant was 600,000 sha res, with 25 % of th e total award allocated to each Performance Tranche. Between 0 % and 100 % of each Performance Tranche of the PSUs will vest on each of the tranche dates. D uring the second quarter of 2024, 300,000 of these PSUs were cancelled. The Company recognizes compensation expense related to the PSUs using the accelerated attribution method over the requisite service period. Stock-based compensation expense for PSUs is based on a performance measurement of 100 %. The compensation expense will not be reversed even if the performance metrics are not met . Stock-based compensation expense related to PSUs was $ 0.4 million and $ 0.9 million for the three and six-month periods ended June 30, 2024, respectively. There was no stock-based compensation expense related to PSUs for the three and six-month periods ended June 30, 2023. As of June 30, 2024, there was $ 2.7 million of total unrecognized compensation expense related to grants of PSUs that is expected to be recognized over a weighted-average period of 2.4 years. The grant date fair value for each PSU was estimated using a Monte-Carlo simulation model that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. The unobservable significant inputs to the valuation model at the time of award issuance were as follows: 2024 PSUs 2023 PSUs Stock price at issuance $ 4.38 $ 4.39 Expected volatility 57.0 % 58.0 % Risk-free interest rate 4.01 % 4.13 % Expected term 5.0 5.0 Expected dividend yield 0 % 0 % During the six-month period ended June 30, 2024, the Company had the following non-vested PSUs activity (in thousands, except grant date fair value data): Number of PSUs Weighted-Average Grant Date Fair Value Nonvested balance at December 31, 2023 1,000 $ 3.29 Granted 600 3.78 Vested - - Forfeited or cancelled ( 300 ) 3.78 Nonvested balance at June 30, 2024 1,300 3.40 |
Income (Loss) Per Share | Income (Loss) Per Share The following table illustrates the reconciliation of the basic and diluted income (loss) per share (in thousands, except share and per share data): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) from continuing operations $ 3,732 $ ( 5,826 ) $ ( 3,778 ) $ ( 13,842 ) Net income (loss) from discontinued operations ( 35,412 ) 3,837 ( 76,792 ) 13,894 Net income (loss) attributable to common stockholders $ ( 31,680 ) $ ( 1,989 ) $ ( 80,570 ) $ 52 Basic earnings per share: Denominator: Weighted average common shares outstanding 89,820,737 87,787,772 89,669,397 87,706,282 Per share: Income (loss) per share from continuing operations $ 0.04 $ ( 0.07 ) $ ( 0.04 ) $ ( 0.16 ) Income (loss) per share from discontinued operations ( 0.39 ) 0.04 ( 0.86 ) 0.16 Net income (loss) per share attributable to common stockholders $ ( 0.35 ) $ ( 0.02 ) $ ( 0.90 ) $ 0.00 Diluted earnings per share: Denominator: Weighted average common shares outstanding 89,820,737 87,787,772 89,669,397 87,706,282 Dilutive securities: Stock options and restricted stock units 900,543 - - - Diluted shares outstanding 90,721,280 87,787,772 89,669,397 87,706,282 Per share: Income (loss) per share from continuing operations $ 0.04 $ ( 0.07 ) $ ( 0.04 ) $ ( 0.16 ) Income (loss) per share from discontinued operations ( 0.39 ) 0.04 ( 0.86 ) 0.16 Net income (loss) per share attributable to common stockholders $ ( 0.35 ) $ ( 0.02 ) $ ( 0.90 ) $ 0.00 For the three-month period ended June 30, 2024, a tota l of 3,240,646 shares of dilutive securities were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. For the six-month period ended June 30, 2024, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,067,997 equivalent shares of dilutive securities for the six-month period ended June 30, 2024. For the three- and six-month periods ended June 30, 2023, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 2,038,928 and 2,100,813 equivalent shares of dilutive securities for the three- and six-month period ended June 30, 2023, respectively. |
Impairment | Impairment The Company has identified each of its three operating segments to be separate reporting units: digital, television, and audio. The carrying values of the reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units. Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1. As of the most recent annual goodwill testing date, October 1, 2023, there was $ 50.1 million of goodwill in the digital reporting unit. Based on the assumptions and estimates discussed in the Company's 2023 10-K, the fair value of the digital reporting unit exceeded its carrying value by 28 %, resulting in no impairment charge for the year ended December 31, 2023 . On March 4, 2024, the Company received a communication from Meta that it intended to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024. For the fiscal year ended December 31, 2023 ASP revenue from Meta represented approximately 53 % of the Company's consolidated revenue, and 63 % of the Company's digital segment revenue. The Company expected a significant loss of future revenue due to the termination of the ASP by Meta. As a result, during the first quarter of 2024, the Company updated its internal forecasts of future performance and determined that a triggering event had occurred during the first quarter of 2024 that required interim impairment tests. As a result, the Company conducted a review of certain of its long-lived assets using a two-step approach. In the first step, the carrying value of the asset group is compared to the projected undiscounted cash flows to determine recoverability. If the asset carrying value is not recoverable, then the fair value of the asset group is determined in the second step using an income approach. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and useful lives. Based on the assumptions and estimates described above, the carrying values of long-lived assets in the digital reporting unit exceeded their fair values. As a result, the Company performed the second step analysis, resulting in intangibles subject to amortization impairment charge o f $ 14.0 millio n during the three-month period ended March 31, 2024, related to the then impending termination by Meta of its ASP program. The Company also conducted a review of the fair value of the digital reporting unit in the first quarter of 2024. The estimated fair value of the reporting unit was determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to the Company’s reporting units. The market approach requires the Company to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The income approach estimates fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of the reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated the discount rate on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company’s reporting units. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the digital media industries. The Company estimated its revenue projections and profit margin projections based on internal forecasts about future performance. Based on the assumptions and estimates described above, the Company concluded that the digital reporting unit carrying value exceeded its fair value, resulting in a goodwill impairment charge of $ 35.4 million for the three-month period ended March 31, 2024. The impairments of the intangibles subject to amortization and goodwill were allocated to the Company's EGP business which is accounted for as discontinued operations. See Note 8 for additional deta ils. |
Treasury Stock | Treasury Stock On March 1, 2022, the Company's Board of Directors approved a share repurchase program of up to $ 20 million of the Company's Class A common stock. Under this share repurchase program, the Company is authorized to purchase shares of its Class A common stock from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors. During the three- and six-month periods ended June 30, 2024 and 2023 , the Company did no t repurchase any shares of its Class A common stock. As of June 30 , 2024 , the Company has repurchased a total of 1.8 million shares of its Class A common stock under the new share repurchase program for an aggregate purchase price of $ 11.3 million, or an average price per share of $ 6.43 . Credit |
Credit Facility | Credit Facility On November 30, 2017 , the Company entered into the 2017 Credit Facility pursuant to the 2017 Credit Agreement. The 2017 Credit Facility consisted of a $ 300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”), which was drawn in full. The Company’s borrowings under the 2017 Credit Facility bore interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Eurodollar Rate (as defined in the 2017 Credit Agreement) plus 2.75 %; or (ii) the Base Rate (as defined in the 2017 Credit Agreement) plus 1.75 %. As of March 16, 2023, the interest rate on the Company's Term Loan B was 7.38 %. The Term Loan B Facility had an expiration date on November 30, 2024 . On March 17, 2023 (the “2023 Closing Date”), the Company entered into the 2023 Credit Facility, pursuant to the 2023 Credit Agreement, by and among the Company, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders (collectively, the “Lenders” and individually each a “Lender”). The 2023 Credit Agreement amended, restated and replaced in its entirety the 2017 Credit Agreement. On the 2023 Closing Date , the Company repaid in full all of the outstanding obligations under the 2017 Credit Agreement and accounted for this repayment as an extinguishment of debt in accordance with Accounting Standards Codification ("ASC") 470, "Debt". The repayment resulted in a loss on debt extinguishment of $ 1.6 million, which included a write-off of unamortized debt issuance costs in the amount of $ 1.1 million. As provided for in the 2023 Credit Agreement, the 2023 Credit Facility consists of (i) a $ 200.0 million senior secured Term A Facility (the "Term A Facility"), which was drawn in full on the 2023 Closing Date, and (ii) a $ 75.0 million Revolving Credit Facility (the “Revolving Credit Facility”), of which $ 11.5 million was drawn on the 2023 Closing Date. In addition, the 2023 Credit Agreement provides that the Company may increase the aggregate principal amount of the 2023 Credit Facility by an additional amount equal to $ 100.0 million plus the amount that would result in the Company’s first lien net leverage ratio (as such term is used in the 2023 Credit Agreement) not exceeding 2.25 to 1.0, subject to the Company satisfying certain conditions. Borrowings under the 2023 Credit Facility were used on the 2023 Closing Date (a) to repay in full all of the outstanding obligations of the Company and its subsidiaries under the 2017 Credit Facility, (b) to pay fees and expenses in connection the 2023 Credit Facility and (c) for general corporate purposes. The 2023 Credit Facility matures on March 17, 2028 (the “Maturity Date”). The 2023 Credit Facility is guaranteed on a senior secured basis by certain of the Company’s existing and future wholly-owned domestic subsidiaries, and secured on a first priority basis by the Company’s and those subsidiaries’ assets. The Company’s borrowings under the 2023 Credit Facility bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Term SOFR (as defined in the 2023 Credit Agreement) plus a margin between 2.50 % and 3.00 %, depending on the Total Net Leverage Ratio or (ii) the Base Rate (as defined in the 2023 Credit Agreement) plus a margin between 1.50 % and 2.00 %, depending on the Total Net Leverage Ratio. In addition, the unused portion of the Revolving Credit Facility is subject to a rate per annum between 0.30 % and 0.40 %, depending on the Total Net Leverage Ratio. As of June 30, 2024, the interest rate on the Company's Term A Facility and the drawn portion of the Revolving Credit Facility was 8.25 %. The amounts outstanding under the 2023 Credit Facility may be prepaid at the option of the Company without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a Term SOFR loan. The principal amount of the Term A Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2023 Credit Agreement, with the final balance due on the Maturity Date. In March 2024, the Company made a prepayment of $ 10.0 million, of which $ 8.75 million was applied to the upcoming quarterly principal payments in 2024 under the Term A Facility, and $ 1.25 million was applied to the Revolving Credit Facility. In June 2024, the Company made an additional prepayment of $ 10.0 million, of which $ 4.9 million was a mandatory prepayment as a result of the EGP disposition. The prepayment was applied to the quarterly principal payments in 2025 under the Term A Facility. The Company recorded a loss on debt extinguishment of $ 0.1 million for the three- and six-month periods ended June 30, 2024 due to these prepayments of our 2023 Credit Facility. The Company incurred debt issuance costs of $ 1.8 million associated with the 2023 Credit Facility. Debt outstanding under the 2023 Credit Facility is presented net of issuance costs on the Company's Consolidated Balance Sheets. The debt issuance costs are amortized on an effective interest basis over the term of the 2023 Credit Facility, and are included in interest expense in the Company's Condensed Consolidated Statements of Operations. The covenants of the Credit Agreement include customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the 2023 Credit Facility requires compliance with financial covenants related to total net leverage ratio, not to exceed 3.25 to 1.00, and interest coverage ratio with a minimum permitted ratio of 3.00 to 1.00 (calculated as set forth in the 2023 Credit Agreement). As of June 30, 2024, the Company believes that it is in compliance with all covenants in the 2023 Credit Agreement. The 2023 Credit Agreement includes customary events of default, as well as the following events of default, that are specific to the Company: • any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the requirement (by final non-appealable order) to sell a television or radio station, where any such event or failure is reasonably expected to have a material adverse effect; or • the interruption of operations of any television or radio station for more than 96 consecutive hours during any period of seven consecutive days; The 2023 Credit Agreement includes customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the 2023 Credit Agreement. The security agreement that the Company entered into with respect to its 2017 Credit Facility remains in effect with respect to its 2023 Credit Facility. The carrying amount of the Term Loan A Facility as of June 30, 2024 approximated its fair value and was $ 176.6 million, net of $ 0.9 million of unamortized debt issuance costs and original issue discount. |
Concentrations of Credit Risk and Trade Receivables | Concentrations of Credit Risk and Trade Receivables The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. From time to time, the Company has had, and may have, bank deposits in excess of Federal Deposit Insurance Corporation insurance limits. As of June 30, 2024, the majority of all U.S. deposits are maintained in two financial institutions. The Company has not experienced any losses in such accounts and believes that it is not exposed to significant credit risk on cash and cash equivalents. In addition, to the Company's knowledge, all or substantially all of the bank deposits held in banks outside the United States are not insured. The Company’s credit risk is spread across a large number of customers in the United States, Europe and various other countries, therefore spreading the trade receivable credit risk. The Company routinely assesses the financial strength of its customers and, as a consequence, believes that it is managing its trade receivable credit risk effectively. Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. An allowance for doubtful accounts is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer’s financial condition and credit history, as well as current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. No interest is charged on customer accounts. No single advertiser represents more than 5% of the Company's total trade receivables as of June 30, 2024 and December 31, 2023, respectively. No single advertiser represented more than 5% of the Company's total revenue for the three- and six-month periods ended June 30, 2024 and 2023. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company's accounts receivable consist of a homogeneous pool of relatively small dollar amounts from a large number of customers. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. When the Company is aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding. Estimated losses for bad debts are provided for in the condensed consolidated financial statements through a charge to expense that aggregated $ 0.4 million and a de minimis amount for the three-month periods ended June 30, 2024 and 2023, respectively, and $ 0.6 million and $ 0.2 million for the six-month periods ended June 30, 2024 and 2023, respectively. The net charge off of bad debts aggregated $ 0.1 million and $ 0.3 million for the three-month periods ended June 30, 2024 and 2023, respectively, and $ 0.2 million and $ 0.5 million for the six-month periods ended June 30, 2024 and 2023, respectively. |
Fair Value Measurements | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date. Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring and nonrecurring basis in the condensed consolidated balance sheets (in millions): June 30, 2024 Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category Recurring fair value measurements Level 1 Level 2 Level 3 Total Gains (Losses) Assets: Money market account $ 1.5 $ 1.5 $ — $ — Corporate bonds and notes $ 3.2 — $ 3.2 — December 31, 2023 Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category Recurring fair value measurements Level 1 Level 2 Level 3 Total Gains (Losses) Assets: Money market account $ 1.1 $ 1.1 $ — $ — Corporate bonds and notes $ 13.2 — $ 13.2 — Liabilities: Contingent consideration $ 1.9 $ — — $ 1.9 Nonrecurring fair value measurements: FCC licenses $ 27.6 — — $ 27.6 $ ( 12.3 ) The Company’s money market account is comprised of cash and cash equivalents, which are recorded at their fair market value within Cash and cash equivalents in the Condensed Consolidated Balance Sheets. The Company’s available for sale debt securities are comprised of corporate bonds and notes, asset-backed securities, and U.S. Government securities. The majority of the carrying value of these securities held by the Company are investment grade. These securities are valued using quoted prices for similar attributes in active markets (Level 2). Since these investments are classified as available for sale, they are recorded at their fair market value within Marketable securities in the Condensed Consolidated Balance Sheets and their unrealized gains or losses are included in other comprehensive income. Realized gains and losses from the sale of available for sale securities are included in the Condensed Consolidated Statements of Operations and were determined on a specific identification basis. As of June 30, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities (in thousands): Corporate Bonds and Notes Amortized Cost Unrealized gains (losses) Due within a year $ 743 $ ( 1 ) Due after one year 2,443 ( 25 ) Total $ 3,186 $ ( 26 ) The Company’s available for sale debt securities are considered for credit losses under the guidance of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326). As of June 30, 2024 and December 31, 2023, the Company determined that a credit loss allowance is not required. Included in interest income for the three-month periods ended June 30, 2024 and 2023 was interest income related to the Company’s available for sale se curities of $ 0.1 million and $ 0.3 million, respectively. Included in interest income for the six-month periods ended June 30, 2024 and 2023 was interest income related to the Company’s available for sale securities of $ 0.2 million and $ 0.8 million, respectively. The fair value of the contingent consideration is related to the acquisition of 100 % of the issued and outstanding shares of stock of a global mobile app marketing solutions company that, together with its subsidiaries, does business under the name BCNMonetize ("BCNMonetize"). As of December 31, 2023, the contingent liability fair value was included in the Condensed Consolidated Balance Sheets in the amount of $ 1.2 million as a current liability within Accounts payable and accrued expenses, and $ 0.7 million as a noncurrent liability within Other long-term liabilities. The fair value of the contingent consideration was estimated by applying the real options approach. Key assumptions include risk-neutral expected growth rates based on management’s assessments of expected growth in EBITDA, adjusted by appropriate factors capturing their correlation with the market and volatility, discounted at a cost of debt. These are significant inputs that are not observable in the market, which ASC 820-10-35 refers to as Level 3 inputs. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments and changes in the fair value of available for sale securities. The following table provides a roll-forward of accumulated other comprehensive income (loss) (in thousands): Foreign Marketable Total Accumulated other comprehensive income (loss) as of December 31, 2023 $ ( 1,257 ) $ 342 $ ( 915 ) Other comprehensive income (loss) ( 295 ) 20 ( 275 ) Income tax (expense) benefit - ( 5 ) ( 5 ) Amounts reclassified from AOCI - 112 112 Income tax (expense) benefit - ( 28 ) ( 28 ) Other comprehensive income (loss), net of tax ( 295 ) 99 ( 196 ) Accumulated other comprehensive income (loss) as of March 31, 2024 ( 1,552 ) 441 ( 1,111 ) Other comprehensive income (loss) 302 4 306 Amounts reclassified from AOCI - ( 4 ) ( 4 ) Other comprehensive income (loss), net of tax 302 - 302 Accumulated other comprehensive income (loss) as of June 30, 2024 $ ( 1,250 ) $ 441 $ ( 809 ) |
Foreign Currency | Foreign Currency The Company’s reporting currency is the U.S. dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters” and the related rate fluctuation on transactions is included in the Condensed Consolidated Statements of Operations. For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the respective local currencies into U.S. dollars at the exchange rate prevailing at the balance sheet date, and equity and long-term assets are translated at historical rates. Revenues and expenses are translated at the average exchange rate for the period. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive (income) loss. |
Cost of Revenue | Cost of Revenue Cost of revenue related to the Company’s digital segment consists primarily of the costs of online media acquired from third-party media companies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were no new accounting pronouncements that were issued or became effective since the issuance of the 2023 10-K that had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. Newly Adopted Accounting Standards There were no new accounting standards that were adopted since the issuance of the 2023 10-K. |
The Company and Significant A_3
The Company and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Line Items] | |
Summary of Cash and Cash Equivalents and Restricted Cash | The Company's cash and cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, was as follows (in thousands): As of June 30, 2024 2023 Cash and cash equivalents $ 85,136 $ 99,580 Restricted cash 779 761 Total as presented in the Condensed Consolidated Statements of Cash Flows $ 85,915 $ 100,341 |
Summary of Non-Vested RSUs Activity | During the six-month period ended June 30, 2024, the Company had the following non-vested RSUs activity (in thousands, except grant date fair value data): Number of RSUs Weighted-Average Grant Date Fair Value Nonvested balance at December 31, 2023 6,358 $ 5.74 Granted 2,928 4.01 Vested ( 896 ) 6.23 Forfeited or cancelled ( 1,242 ) 5.48 Nonvested balance at June 30, 2024 7,148 5.01 |
Summary Of Valuation Model At The Time Of Award Issuance | The unobservable significant inputs to the valuation model at the time of award issuance were as follows: 2024 PSUs 2023 PSUs Stock price at issuance $ 4.38 $ 4.39 Expected volatility 57.0 % 58.0 % Risk-free interest rate 4.01 % 4.13 % Expected term 5.0 5.0 Expected dividend yield 0 % 0 % |
Summary of Non-Vested PSU Activity | During the six-month period ended June 30, 2024, the Company had the following non-vested PSUs activity (in thousands, except grant date fair value data): Number of PSUs Weighted-Average Grant Date Fair Value Nonvested balance at December 31, 2023 1,000 $ 3.29 Granted 600 3.78 Vested - - Forfeited or cancelled ( 300 ) 3.78 Nonvested balance at June 30, 2024 1,300 3.40 |
Reconciliation of Basic and Diluted Income (Loss) Per Share | The following table illustrates the reconciliation of the basic and diluted income (loss) per share (in thousands, except share and per share data): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) from continuing operations $ 3,732 $ ( 5,826 ) $ ( 3,778 ) $ ( 13,842 ) Net income (loss) from discontinued operations ( 35,412 ) 3,837 ( 76,792 ) 13,894 Net income (loss) attributable to common stockholders $ ( 31,680 ) $ ( 1,989 ) $ ( 80,570 ) $ 52 Basic earnings per share: Denominator: Weighted average common shares outstanding 89,820,737 87,787,772 89,669,397 87,706,282 Per share: Income (loss) per share from continuing operations $ 0.04 $ ( 0.07 ) $ ( 0.04 ) $ ( 0.16 ) Income (loss) per share from discontinued operations ( 0.39 ) 0.04 ( 0.86 ) 0.16 Net income (loss) per share attributable to common stockholders $ ( 0.35 ) $ ( 0.02 ) $ ( 0.90 ) $ 0.00 Diluted earnings per share: Denominator: Weighted average common shares outstanding 89,820,737 87,787,772 89,669,397 87,706,282 Dilutive securities: Stock options and restricted stock units 900,543 - - - Diluted shares outstanding 90,721,280 87,787,772 89,669,397 87,706,282 Per share: Income (loss) per share from continuing operations $ 0.04 $ ( 0.07 ) $ ( 0.04 ) $ ( 0.16 ) Income (loss) per share from discontinued operations ( 0.39 ) 0.04 ( 0.86 ) 0.16 Net income (loss) per share attributable to common stockholders $ ( 0.35 ) $ ( 0.02 ) $ ( 0.90 ) $ 0.00 |
Fair Value of Assets and Liabilities Measured on Recurring Basis and Nonrecurring Basis | The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring and nonrecurring basis in the condensed consolidated balance sheets (in millions): June 30, 2024 Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category Recurring fair value measurements Level 1 Level 2 Level 3 Total Gains (Losses) Assets: Money market account $ 1.5 $ 1.5 $ — $ — Corporate bonds and notes $ 3.2 — $ 3.2 — December 31, 2023 Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category Recurring fair value measurements Level 1 Level 2 Level 3 Total Gains (Losses) Assets: Money market account $ 1.1 $ 1.1 $ — $ — Corporate bonds and notes $ 13.2 — $ 13.2 — Liabilities: Contingent consideration $ 1.9 $ — — $ 1.9 Nonrecurring fair value measurements: FCC licenses $ 27.6 — — $ 27.6 $ ( 12.3 ) |
Summary of Amortized Cost and Unrealized Gains (Losses) of Available for Sale Securities | As of June 30, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities (in thousands): Corporate Bonds and Notes Amortized Cost Unrealized gains (losses) Due within a year $ 743 $ ( 1 ) Due after one year 2,443 ( 25 ) Total $ 3,186 $ ( 26 ) |
Summary of Components of AOCI | The following table provides a roll-forward of accumulated other comprehensive income (loss) (in thousands): Foreign Marketable Total Accumulated other comprehensive income (loss) as of December 31, 2023 $ ( 1,257 ) $ 342 $ ( 915 ) Other comprehensive income (loss) ( 295 ) 20 ( 275 ) Income tax (expense) benefit - ( 5 ) ( 5 ) Amounts reclassified from AOCI - 112 112 Income tax (expense) benefit - ( 28 ) ( 28 ) Other comprehensive income (loss), net of tax ( 295 ) 99 ( 196 ) Accumulated other comprehensive income (loss) as of March 31, 2024 ( 1,552 ) 441 ( 1,111 ) Other comprehensive income (loss) 302 4 306 Amounts reclassified from AOCI - ( 4 ) ( 4 ) Other comprehensive income (loss), net of tax 302 - 302 Accumulated other comprehensive income (loss) as of June 30, 2024 $ ( 1,250 ) $ 441 $ ( 809 ) |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue by Major Source, Sales Channel and by Geographical Region Based on Location of Sales Office | The following table presents our revenues disaggregated by major source (in thousands): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Digital advertising $ 41,068 $ 30,234 $ 79,290 $ 55,357 Broadcast advertising 29,857 30,983 57,694 60,610 Spectrum usage rights 1,625 2,078 3,385 4,224 Retransmission consent 8,825 9,324 17,980 18,947 Other 1,279 1,100 2,481 2,228 Total revenue $ 82,654 $ 73,719 $ 160,830 $ 141,366 The following table further disaggregates the Company’s broadcast advertising revenue by sales channel (in thousands): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Local direct $ 5,109 $ 5,480 $ 10,144 $ 10,788 Local agency 13,124 13,687 26,027 26,559 National agency 11,624 11,816 21,523 23,263 Total revenue $ 29,857 $ 30,983 $ 57,694 $ 60,610 The following table further disaggregates the Company’s revenue by geographical region, based on the location of the sales office (in thousands): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 United States $ 60,715 $ 51,711 $ 117,964 $ 98,589 Rest of the World 21,939 22,008 42,866 42,777 Total revenue $ 82,654 $ 73,719 $ 160,830 $ 141,366 |
Summary of Deferred Revenue | (in thousands) December 31, 2023 Increase Decrease June 30, 2024 Deferred revenue $ 1,977 2,069 ( 1,977 ) $ 2,069 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Summary of Expected Future Payments Related to Lease Liabilities | The following table summarizes the expected future payments related to lease liabilities as of June 30, 2024: (in thousands) Remainder of 2024 $ 5,169 2025 10,380 2026 8,785 2027 6,984 2028 6,247 2029 and thereafter 30,095 Total minimum payments $ 67,660 Less amounts representing interest ( 15,397 ) Less amounts representing tenant improvement allowance ( 400 ) Present value of minimum lease payments 51,863 Less current operating lease liabilities ( 7,736 ) Long-term operating lease liabilities $ 44,127 |
Summary of Lease Payments and Supplemental Non-Cash Disclosures | The following table summarizes lease payments and supplemental non-cash disclosures: Six-Month Period Ended June 30, (in thousands) 2024 2023 Cash paid for amounts included in lease liabilities: Operating cash flows from operating leases $ 5,647 $ 4,107 Non-cash additions to operating lease assets $ 3,625 $ 4,657 |
Summary of Components of Lease Expense | The following table summarizes the components of lease expense: Three-Month Period Six-Month Period Ended June 30, Ended June 30, (in thousands) 2024 2023 2024 2023 Operating lease cost $ 2,325 $ 2,286 $ 4,708 $ 4,573 Variable lease cost 404 322 683 590 Short-term lease cost 251 1,030 484 2,318 Total lease cost $ 2,980 $ 3,638 $ 5,875 $ 7,481 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Separate Financial Data for Each of Company's Operating Segment | The accounting policies applied to determine the segment information are generally the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates the performance of its operating segments based on separate financial data for each operating segment as provided below (in thousands): Three-Month Period Six-Month Period Ended June 30, % Ended June 30, % 2024 2023 Change 2024 2023 Change Net revenue Digital $ 41,068 $ 30,234 36 % $ 79,290 $ 55,357 43 % Television 28,577 29,943 ( 5 )% 57,126 60,255 ( 5 )% Audio 13,009 13,542 ( 4 )% 24,414 25,754 ( 5 )% Consolidated 82,654 73,719 12 % 160,830 141,366 14 % Cost of revenue - digital 24,424 19,649 24 % 47,082 36,516 29 % Direct operating expenses Digital 7,427 6,074 22 % 14,385 10,824 33 % Television 16,969 15,024 13 % 33,897 29,783 14 % Audio 7,360 7,758 ( 5 )% 15,275 14,851 3 % Consolidated 31,756 28,856 10 % 63,557 55,458 15 % Selling, general and administrative expenses Digital 5,352 3,805 41 % 10,339 7,373 40 % Television 5,666 4,844 17 % 11,706 10,184 15 % Audio 3,345 3,961 ( 16 )% 6,652 7,860 ( 15 )% Consolidated 14,363 12,610 14 % 28,697 25,417 13 % Depreciation and amortization Digital 1,208 933 29 % 2,660 1,594 67 % Television 2,847 2,551 12 % 5,773 5,209 11 % Audio 373 229 63 % 734 411 79 % Consolidated 4,428 3,713 19 % 9,167 7,214 27 % Segment operating profit (loss) Digital 2,657 ( 227 ) * 4,824 ( 950 ) * Television 3,095 7,524 ( 59 )% 5,750 15,079 ( 62 )% Audio 1,931 1,594 21 % 1,753 2,632 ( 33 )% Consolidated 7,683 8,891 ( 14 )% 12,327 16,761 ( 26 )% Corporate expenses 10,811 12,042 ( 10 )% 23,059 22,544 2 % Change in fair value of contingent consideration 240 21 1,043 % 20 721 ( 97 )% Foreign currency (gain) loss ( 24 ) 792 * 241 1,006 ( 76 )% Operating income (loss) ( 3,344 ) ( 3,964 ) ( 16 )% ( 10,993 ) ( 7,510 ) 46 % Interest expense $ ( 4,118 ) $ ( 4,195 ) ( 2 )% $ ( 8,561 ) $ ( 8,118 ) 5 % Interest income 577 720 ( 20 )% 1,155 1,328 ( 13 )% Dividend income - 14 ( 100 )% 10 32 ( 69 )% Realized gain (loss) on marketable securities 4 ( 29 ) * ( 109 ) ( 61 ) 79 % Gain (loss) on debt extinguishment ( 51 ) - * ( 91 ) ( 1,556 ) ( 94 )% Income (loss) before income taxes ( 6,932 ) ( 7,454 ) ( 7 )% ( 18,589 ) ( 15,885 ) 17 % Capital expenditures Digital $ 191 $ 857 $ 269 $ 1,324 Television 1,140 2,555 2,608 6,875 Audio 392 2,371 916 5,490 Consolidated $ 1,723 $ 5,783 $ 3,793 $ 13,689 June 30, December 31, Total assets 2024 2023 Digital $ 75,830 $ 112,500 Television 397,178 342,818 Audio 96,598 97,504 Assets of discontinued operations - 313,124 Consolidated $ 569,606 $ 865,946 * Percentage not meaningful. |
Acquisitions (Tables)
Acquisitions (Tables) - BCNMonetize | 6 Months Ended |
Jun. 30, 2024 | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation | The following is a summary of the final purchase price allocation (in millions): Cash $ 0.8 Accounts receivable 2.8 Other assets 0.7 Intangible assets subject to amortization 4.2 Goodwill 3.5 Current liabilities ( 2.1 ) Deferred tax ( 1.1 ) |
Summary of Intangible Assets Subject to Amortization Acquired | Intangible assets subject to amortization acquired includes: Intangible Asset Estimated Fair Value (in millions) Weighted average life (in years) Publisher relationships $ 2.2 3.0 Advertiser relationships 1.5 1.0 Trade name 0.3 1.0 Non-Compete agreements 0.2 1.5 |
Schedule of Unaudited Pro Forma Information | The following unaudited pro forma information has been prepared to give effect to the Company’s acquisition of BCNMonetize as if the acquisition had occurred on January 1, 2023. This pro forma information was adjusted to exclude acquisition fees and costs of $ 0.2 million for the six-month period ended June 30, 2023, which were expensed in connection with the acquisition. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for any future periods. In thousands, except share and per share data Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2023 2023 Pro Forma: Total revenue $ 76,396 $ 147,379 Net income (loss) attributable to common stockholders $ ( 1,380 ) $ 1,593 Basic and diluted earnings per share: Net income (loss) per share, attributable to common stockholders, basic and diluted $ ( 0.02 ) $ 0.02 Weighted average common shares outstanding, basic 87,787,772 87,706,282 Weighted average common shares outstanding, diluted 87,787,772 87,706,282 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Information Related to Discontinued Operations | The following table summarizes the results of discontinued operations, net of tax (in thousands): Three-Month Period Six-Month Period Ended June 30, Ended June 30, 2024 2023 2024 2023 Net Revenue $ 179,599 $ 199,662 $ 378,868 $ 371,021 Expenses: Cost of revenue - digital 160,932 176,187 341,503 327,076 Direct operating expenses 2,883 4,209 6,654 7,469 Selling, general and administrative expenses 10,748 10,955 23,109 20,916 Depreciation and amortization 1,564 2,796 3,958 5,766 Change in fair value of contingent consideration ( 11,368 ) 1,102 ( 12,568 ) ( 3,663 ) Impairment charge - - 49,438 - Foreign currency (gain) loss 2,304 ( 95 ) 2,488 ( 1,265 ) Other operating (gain) loss 45,014 - 45,014 - Operating income (loss) ( 32,478 ) 4,508 ( 80,728 ) 14,722 Interest expense ( 103 ) ( 111 ) ( 219 ) ( 216 ) Interest income 179 317 731 569 Income (loss) from discontinued operations before income taxes ( 32,402 ) 4,714 ( 80,216 ) 15,075 Income tax benefit (expense) ( 3,010 ) ( 889 ) 645 ( 1,535 ) Net income (loss) from discontinued operations before noncontrolling interests in discontinued operations ( 35,412 ) 3,825 ( 79,571 ) 13,540 Net (income) loss attributable to redeemable noncontrolling interest - 12 2,779 12 Net (income) loss attributable to noncontrolling interest - - - 342 Net income (loss) from discontinued operations, net of tax $ ( 35,412 ) $ 3,837 $ ( 76,792 ) $ 13,894 Details of the assets and liabilities of discontinued operations were as follows: December 31, 2023 ASSETS OF DISCONTINUED OPERATIONS Current assets Cash and cash equivalents $ 38,341 Trade receivables 165,755 Prepaid expenses and other current assets 13,173 Total current assets of discontinued operations 217,269 Property and equipment, net 4,543 Intangible assets subject to amortization, net 44,684 Goodwill 39,998 Deferred income taxes 4,726 Operating leases right of use asset 1,073 Other assets 831 Noncurrent assets of discontinued operations 95,855 Total assets of discontinued operations $ 313,124 LIABILITIES OF DISCONTINUED OPERATIONS Current liabilities Current maturities of long-term debt $ 1,219 Accounts payable and accrued expenses 207,026 Operating lease liabilities 534 Total current liabilities of discontinued operations 208,779 Long-term debt, less current maturities 1,668 Long-term operating lease liabilities 487 Other long-term liabilities 18,385 Deferred income taxes 12,532 Noncurrent liabilities of discontinued operations 33,072 Total liabilities of discontinued operations $ 241,851 The following table presents significant non-cash items and capital expenditures of discontinued operations for the periods presented: Six-Month Period Ended June 30, 2024 2023 Depreciation and amortization $ 3,958 $ 5,766 Impairment charge $ 49,438 $ - Loss (gain) on the sale of assets/businesses $ 45,014 $ - Change in fair value of contingent consideration $ ( 12,568 ) $ ( 3,663 ) Non-cash stock-based compensation $ ( 544 ) $ 914 Purchases of property and equipment $ 81 $ 1,547 |
The Company and Significant A_4
The Company and Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 17, 2023 USD ($) | Mar. 16, 2023 | Nov. 30, 2017 USD ($) | Jun. 30, 2024 USD ($) | Jan. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) Station shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2023 USD ($) | |
Accounting Policies [Line Items] | |||||||||||
Restricted cash | $ 779 | $ 779 | $ 761 | $ 779 | $ 761 | $ 770 | |||||
Retransmission consent revenue | $ 8,800 | $ 9,300 | $ 18,000 | $ 18,900 | |||||||
Shares of dilutive securities not included in computation of diluted earnings per share | shares | 3,240,646 | 2,038,928 | 1,067,997 | 2,100,813 | |||||||
Prepayment of credit facility | $ 10,000 | $ 10,000 | |||||||||
Financial covenants to net leverage ratio | 3.25% | ||||||||||
Interest coverage ratio to minimum permitted ratio | 3% | ||||||||||
Gain (loss) on debt extinguishment | $ (51) | $ (91) | $ (1,556) | ||||||||
Unamortized debt issuance costs | $ 903 | 903 | 903 | $ 1,116 | |||||||
Customer Concentration Risk | Meta Platforms | Revenue | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 53% | ||||||||||
TelevisaUnivision | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Payment of sales representation fees to television stations | 1,500 | 1,500 | 2,900 | 3,000 | |||||||
Retransmission consent revenue | $ 6,200 | $ 6,500 | $ 12,600 | $ 13,100 | |||||||
Common stock percentage held by Univision | 10% | 10% | 10% | ||||||||
Related Parties | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Amount due from television stations for carriage | $ 8,100 | $ 8,100 | $ 8,100 | ||||||||
Term Loan A Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Principal payment | 4,900 | 8,750 | |||||||||
Revolving Credit Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Line of Credit | $ 1,250 | ||||||||||
2017 Credit Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Agreement date | Nov. 30, 2017 | ||||||||||
Gain (loss) on debt extinguishment | $ (1,600) | ||||||||||
Write-off of unamortized debt issuance costs | $ 1,100 | ||||||||||
2017 Credit Facility | Eurodollar Rate | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Variable interest rate basis spread on debt | 2.75% | ||||||||||
2017 Credit Facility | Base Rate Margin | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Variable interest rate basis spread on debt | 1.75% | ||||||||||
2017 Credit Facility | Term Loan B Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Senior Secured debt | $ 300,000 | ||||||||||
Interest rate | 7.38% | ||||||||||
Maturity date of revolving credit facility | Nov. 30, 2024 | ||||||||||
2023 Credit Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Agreement date | Mar. 17, 2023 | ||||||||||
Additional borrowing capacity | $ 100,000 | ||||||||||
First lien net leverage ratio | 2.25% | ||||||||||
Maturity date of revolving credit facility | Mar. 17, 2028 | ||||||||||
Debt issuance costs | $ 1,800 | ||||||||||
Gain (loss) on debt extinguishment | (100) | $ (100) | |||||||||
2023 Credit Facility | Term Loan A Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Senior Secured debt | 200,000 | ||||||||||
Interest rate | 8.25% | ||||||||||
Unamortized debt issuance costs | 900 | 900 | $ 900 | ||||||||
Estimated fair value of term loan | $ 176,600 | $ 176,600 | $ 176,600 | ||||||||
2023 Credit Facility | Revolving Credit Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Senior Secured debt | 75,000 | ||||||||||
Amount drawn | $ 11,500 | ||||||||||
Interest rate | 8.25% | ||||||||||
Minimum | 2023 Credit Facility | Base Rate Margin | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Variable interest rate basis spread on debt | 1.50% | ||||||||||
Minimum | 2023 Credit Facility | SOFR | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Variable interest rate basis spread on debt | 2.50% | ||||||||||
Minimum | 2023 Credit Facility | Revolving Credit Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Interest rate | 0.30% | ||||||||||
Maximum | 2023 Credit Facility | Base Rate Margin | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Variable interest rate basis spread on debt | 2% | ||||||||||
Maximum | 2023 Credit Facility | SOFR | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Variable interest rate basis spread on debt | 3% | ||||||||||
Maximum | 2023 Credit Facility | Revolving Credit Facility | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Interest rate | 0.40% | ||||||||||
Television | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Number of stations owned | Station | 49 | ||||||||||
Radio | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Number of stations owned | Station | 44 | ||||||||||
Digital Segment | Customer Concentration Risk | Meta Platforms | Revenue | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 63% | ||||||||||
Digital | Customer Concentration Risk | Meta Platforms | Revenue | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Concentration risk percentage | 63% |
The Company and Significant A_5
The Company and Significant Accounting Policies - Summary of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 85,136 | $ 67,398 | $ 99,580 | |
Restricted cash | 779 | 770 | 761 | |
Total as presented in the Condensed Consolidated Statements of Cash Flows | $ 85,915 | $ 106,509 | $ 100,341 | $ 111,444 |
The Company and Significant A_6
The Company and Significant Accounting Policies - Summary of Non-Vested RSUs Activity (Detail) - Restricted Stock Units shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested (in shares) | shares | 6,358 |
Granted (in shares) | shares | 2,928 |
Vested (in shares) | shares | (896) |
Forfeited or Cancelled (in shares) | shares | (1,242) |
Non-vested (in shares) | shares | 7,148 |
Non-vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 5.74 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 4.01 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 6.23 |
Forfeited or Cancelled, weighted average grant date fair value (in dollars per share) | $ / shares | 5.48 |
Non-vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 5.01 |
The Company and Significant A_7
The Company and Significant Accounting Policies - Stock-Based Compensation - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2024 USD ($) Days $ / shares | Jul. 31, 2023 USD ($) Days $ / shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2023 shares | |
Restricted Stock Units | |||||||
Accounting Policies [Line Items] | |||||||
Share-based compensation expenses | $ | $ 3,800,000 | $ 5,400,000 | $ 8,400,000 | $ 9,100,000 | |||
Total unrecognized compensation expense related to grants of restricted stock units | $ | 15,200,000 | $ 15,200,000 | |||||
Weighted average period for unrecognized compensation expense related to grants of restricted stock units | 1 year 9 months 18 days | ||||||
Performance Stock Units | |||||||
Accounting Policies [Line Items] | |||||||
Share-based compensation expenses | $ | 400,000 | $ 0 | $ 900,000 | $ 0 | |||
Total unrecognized compensation expense related to grants of restricted stock units | $ | $ 2,700,000 | $ 2,700,000 | |||||
Weighted average period for unrecognized compensation expense related to grants of restricted stock units | 2 years 4 months 24 days | ||||||
Share price | $ 4.38 | $ 4.39 | $ 4.38 | $ 4.39 | |||
Number of consecutive trading days | Days | 30 | 30 | |||||
Performance period commencing date | Jan. 25, 2024 | Jul. 01, 2023 | |||||
Performance period ending date | Jan. 25, 2029 | Jul. 01, 2028 | |||||
Weighted Average Fair Value | $ 3.78 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | shares | 600,000 | 600,000 | 1,000,000 | ||||
Share based payment award cancelled | shares | 300,000 | 300,000 | |||||
Allocated percentage | 25% | 20% | |||||
Percentage of performance measurement | 100% | ||||||
Performance Stock Units | Tranche One | |||||||
Accounting Policies [Line Items] | |||||||
Share price | $ 4.83 | $ 5.75 | |||||
Fair value of each of the Tranches | $ | $ 600,000 | $ 800,000 | |||||
Weighted Average Fair Value | $ 4.16 | $ 3.98 | |||||
Performance Stock Units | Tranche Two | |||||||
Accounting Policies [Line Items] | |||||||
Share price | $ 5.65 | $ 7.25 | |||||
Fair value of each of the Tranches | $ | $ 600,000 | $ 700,000 | |||||
Weighted Average Fair Value | $ 3.98 | $ 3.64 | |||||
Performance Stock Units | Tranche Three | |||||||
Accounting Policies [Line Items] | |||||||
Share price | $ 7.15 | $ 9 | |||||
Fair value of each of the Tranches | $ | $ 500,000 | $ 700,000 | |||||
Weighted Average Fair Value | $ 3.66 | $ 3.31 | |||||
Performance Stock Units | Tranche Four | |||||||
Accounting Policies [Line Items] | |||||||
Share price | $ 8.9 | $ 11.2 | |||||
Fair value of each of the Tranches | $ | $ 500,000 | $ 600,000 | |||||
Weighted Average Fair Value | $ 3.32 | $ 2.93 | |||||
Performance Stock Units | Tranche Five | |||||||
Accounting Policies [Line Items] | |||||||
Share price | $ 13.75 | ||||||
Fair value of each of the Tranches | $ | $ 500,000 | ||||||
Weighted Average Fair Value | $ 2.58 | ||||||
Minimum | Restricted Stock Units | |||||||
Accounting Policies [Line Items] | |||||||
Vesting period | 1 year | ||||||
Minimum | Performance Stock Units | |||||||
Accounting Policies [Line Items] | |||||||
Vesting percentage | 0% | 0% | |||||
Maximum | Restricted Stock Units | |||||||
Accounting Policies [Line Items] | |||||||
Vesting period | 4 years | ||||||
Maximum | Performance Stock Units | |||||||
Accounting Policies [Line Items] | |||||||
Vesting percentage | 100% | 100% |
The Company and Significant A_8
The Company and Significant Accounting Policies - Summary Of Valuation Model At The Time Of Award Issuance (Details) - Performance Stock Units - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock price at issuance | $ 4.38 | $ 4.39 |
Expected volatility | 57% | 58% |
Risk-free interest rate | 4.01% | 4.13% |
Expected term | 5 years | 5 years |
Expected dividend yield | 0% | 0% |
The Company and Significant A_9
The Company and Significant Accounting Policies - Summary of Non-Vested PSU Activity (Details) - Performance Stock Units - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested (in shares) | 1,000,000 | |
Granted (in shares) | 600,000 | |
Forfeited or Cancelled (in shares) | (300,000) | (300,000) |
Non-vested (in shares) | 1,300,000 | 1,300,000 |
Non-vested, weighted average grant date fair value (in dollars per share) | $ 3.29 | |
Granted, weighted average grant date fair value (in dollars per share) | 3.78 | |
Forfeited or Cancelled, weighted average grant date fair value (in dollars per share) | 3.78 | |
Non-vested, weighted average grant date fair value (in dollars per share) | $ 3.4 | $ 3.4 |
The Company and Significant _10
The Company and Significant Accounting Policies - Reconciliation of Basic and Diluted Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net income (loss) from continuing operations | $ 3,732 | $ (5,826) | $ (3,778) | $ (13,842) |
Net income (loss) from discontinued operations | (35,412) | 3,837 | (76,792) | 13,894 |
Net income (loss) attributable to common stockholders | $ (31,680) | $ (1,989) | $ (80,570) | $ 52 |
Denominator: | ||||
Weighted average common shares outstanding, basic | 89,820,737 | 87,787,772 | 89,669,397 | 87,706,282 |
Basic earnings per share: | ||||
Income (loss) per share from continuing operations | $ 0.04 | $ (0.07) | $ (0.04) | $ (0.16) |
Income (loss) per share from discontinued operations | (0.39) | 0.04 | (0.86) | 0.16 |
Net income (loss) per share attributable to common stockholders | $ (0.35) | $ (0.02) | $ (0.9) | $ 0 |
Denominator: | ||||
Weighted average common shares outstanding, basic | 89,820,737 | 87,787,772 | 89,669,397 | 87,706,282 |
Dilutive securities: | ||||
Stock options and restricted stock units | 900,543 | 0 | 0 | 0 |
Weighted average common shares outstanding, diluted | 90,721,280 | 87,787,772 | 89,669,397 | 87,706,282 |
Diluted earnings per share: | ||||
Income (loss) per share from continuing operations | $ 0.04 | $ (0.07) | $ (0.04) | $ (0.16) |
Income (loss) per share from discontinued operations | (0.39) | 0.04 | (0.86) | 0.16 |
Net income (loss) per share attributable to common stockholders | $ (0.35) | $ (0.02) | $ (0.9) | $ 0 |
The Company and Significant _11
The Company and Significant Accounting Policies - Impairment - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 USD ($) Segment | Dec. 31, 2023 USD ($) | Oct. 01, 2023 USD ($) | |
Accounting Policies [Line Items] | |||
Number of reportable segments | Segment | 3 | ||
Goodwill | $ 50,673,000 | $ 50,674,000 | |
Meta Platforms | |||
Accounting Policies [Line Items] | |||
Impairment charges related to intangible subject to amortization | $ 14,000,000 | ||
Customer Concentration Risk | Revenue | Meta Platforms | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 53% | ||
Digital | |||
Accounting Policies [Line Items] | |||
Goodwill | $ 50,100,000 | ||
Percentage of fair value of assets | 28% | ||
Impairment of goodwill | $ 35,400,000 | $ 0 | |
Digital | Customer Concentration Risk | Revenue | Meta Platforms | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 63% |
The Company and Significant _12
The Company and Significant Accounting Policies- Changes in Carrying Amount of Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill [Line Items] | ||
Goodwill, Beginning balance | $ 50,674,000 | |
Goodwill, Ending balance | 50,673,000 | $ 50,674,000 |
Digital | ||
Goodwill [Line Items] | ||
Goodwill, Impairment | $ (35,400,000) | $ 0 |
The Company and Significant _13
The Company and Significant Accounting Policies - Tresury Stock - Additional Information (Detail) - Class A common stock - USD ($) | 3 Months Ended | 6 Months Ended | 28 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Mar. 01, 2022 | |
Accounting Policies [Line Items] | ||||||
Amount approved under share purchase | $ 20,000,000 | |||||
Number of shares repurchased | 0 | 0 | 0 | 0 | 1,800,000 | |
Aggregate purchase price of repurchased shares | $ 11,300,000 | |||||
Average price of repurchased shares | $ 6.43 |
The Company and Significant _14
The Company and Significant Accounting Policies - Concentrations of Credit Risk and Trade Receivables - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) Advertiser | Jun. 30, 2023 USD ($) Advertiser | Jun. 30, 2024 USD ($) Advertiser | Jun. 30, 2023 USD ($) Advertiser | Dec. 31, 2023 Advertiser | |
Accounting Policies [Line Items] | |||||
Number of advertisers represent more than five percent of trade receivables | Advertiser | 0 | 0 | 0 | ||
Number of advertising customer represented more than five percent of revenue | Advertiser | 0 | 0 | 0 | 0 | |
Estimated losses for bad debts | $ | $ 0.4 | $ 0.6 | $ 0.2 | ||
Bad debts actually charged off | $ | $ 0.1 | $ 0.3 | $ 0.2 | $ 0.5 |
The Company and Significant _15
The Company and Significant Accounting Policies - Dependence on Global Media Companies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
Meta Platforms | Customer Concentration Risk | Revenue | |
Accounting Policies [Line Items] | |
Concentration risk percentage | 53% |
The Company and Significant _16
The Company and Significant Accounting Policies - Fair Value Assets and Liabilities Measured on Recurring Basis and Nonrecurring Basis (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2024 | |
Fair Value, Measurements, Recurring | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value and Carrying Value on Liabilities | $ 1.9 | |
Fair Value, Measurements, Recurring | Money Market Account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value and Carrying Value on Assets | 1.1 | $ 1.5 |
Fair Value, Measurements, Recurring | Corporate Bonds and Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value and Carrying Value on Assets | 13.2 | 3.2 |
Fair Value, Measurements, Recurring | Level 1 | Money Market Account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value and Carrying Value on Assets | 1.1 | 1.5 |
Fair Value, Measurements, Recurring | Level 2 | Corporate Bonds and Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value and Carrying Value on Assets | 13.2 | $ 3.2 |
Fair Value, Measurements, Recurring | Level 3 | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value and Carrying Value on Liabilities | 1.9 | |
Fair Value, Measurements, Nonrecurring | FCC Licenses | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value and Carrying Value on Assets | 27.6 | |
Total Gains (Losses) | (12.3) | |
Fair Value, Measurements, Nonrecurring | Level 3 | FCC Licenses | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value and Carrying Value on Assets | $ 27.6 |
The Company and Significant _17
The Company and Significant Accounting Policies - Summary of Amortized Cost and Unrealized Gains (Losses) of Available for Sale Securities (Details) - Corporate Bonds and Notes $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Amortized Cost | |
Due within a year | $ 743 |
Due after one year | 2,443 |
Total | 3,186 |
Unrealized gains (losses) | |
Due within a year | (1) |
Due after one year | (25) |
Total | $ (26) |
The Company and Significant _18
The Company and Significant Accounting Policies - Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | May 19, 2023 | |
Accounting Policies [Line Items] | ||||||
Interest income related to available-for-sale securities | $ 577 | $ 720 | $ 1,155 | $ 1,328 | ||
Accounts Payable and Accrued Expenses | ||||||
Accounting Policies [Line Items] | ||||||
Contingent Liability, Current | $ 1,200 | |||||
Other Long-term Liabilities | ||||||
Accounting Policies [Line Items] | ||||||
Contingent Liability, Current | $ 700 | |||||
BCNMonetize | ||||||
Accounting Policies [Line Items] | ||||||
Ownership interest acquired | 100% | 100% | 100% | |||
Available-for-Sale Securities | ||||||
Accounting Policies [Line Items] | ||||||
Interest income related to available-for-sale securities | $ 100 | $ 300 | $ 200 | $ 800 |
The Company and Significant _19
The Company and Significant Accounting Policies - Summary of Components of AOCI (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance, Beginning | $ (915) | $ (915) | |||
Other comprehensive income (loss) | $ 306 | (275) | |||
Income tax (expense) benefit | (5) | ||||
Amounts reclassified from AOCI | (4) | 112 | |||
Income tax (expense) benefit | (28) | ||||
Total other comprehensive income (loss) | 302 | (196) | $ 30 | 106 | $ 172 |
Balance, Ending | (809) | (809) | |||
Foreign Currency Translation | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance, Beginning | (1,552) | (1,257) | (1,257) | ||
Other comprehensive income (loss) | 302 | (295) | |||
Total other comprehensive income (loss) | 302 | (295) | |||
Balance, Ending | (1,250) | (1,552) | (1,250) | ||
Marketable Securities | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance, Beginning | 441 | 342 | 342 | ||
Other comprehensive income (loss) | 4 | 20 | |||
Income tax (expense) benefit | (5) | ||||
Amounts reclassified from AOCI | (4) | 112 | |||
Income tax (expense) benefit | (28) | ||||
Total other comprehensive income (loss) | 99 | ||||
Balance, Ending | 441 | 441 | 441 | ||
Accumulated Other Comprehensive Income (Loss) | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance, Beginning | (1,111) | (915) | (915) | ||
Balance, Ending | $ (809) | $ (1,111) | $ (809) |
The Company and Significant _20
The Company and Significant Accounting Policies - Assets Held For Sale - Additional Information (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Accounting Policies [Line Items] | |
Assets held for sale | $ 301 |
Revenues - Summary of Revenues
Revenues - Summary of Revenues Disaggregated by Major Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 82,654 | $ 73,719 | $ 160,830 | $ 141,366 |
Digital Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 41,068 | 30,234 | 79,290 | 55,357 |
Broadcast Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 29,857 | 30,983 | 57,694 | 60,610 |
Spectrum Usage Rights | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 1,625 | 2,078 | 3,385 | 4,224 |
Retransmission Consent | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 8,825 | 9,324 | 17,980 | 18,947 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 1,279 | $ 1,100 | $ 2,481 | $ 2,228 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Broadcast Advertising Revenue by Sales Channel (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 82,654 | $ 73,719 | $ 160,830 | $ 141,366 |
Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 29,857 | 30,983 | 57,694 | 60,610 |
Advertising | Local Direct | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 5,109 | 5,480 | 10,144 | 10,788 |
Advertising | Local Agency | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 13,124 | 13,687 | 26,027 | 26,559 |
Advertising | National Agency | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 11,624 | $ 11,816 | $ 21,523 | $ 23,263 |
Revenues - Summary of Disaggr_2
Revenues - Summary of Disaggregation of Revenue by Geographical Region Based on Location of Sales Office (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 82,654 | $ 73,719 | $ 160,830 | $ 141,366 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 60,715 | 51,711 | 117,964 | 98,589 |
Rest of the World | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 21,939 | $ 22,008 | $ 42,866 | $ 42,777 |
Revenues - Summary of Deferred
Revenues - Summary of Deferred Revenue (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning Balance | $ 1,977 |
Increase | 2,069 |
Decrease | (1,977) |
Ending Balance | $ 2,069 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lessee Lease Description [Line Items] | ||||
Remaining term description of leases | The Company’s existing leases have remaining terms of less than one year up to 26 years. | |||
Weighted average remaining lease term | 8 years 7 months 6 days | 9 years 1 month 6 days | 8 years 7 months 6 days | 9 years 1 month 6 days |
Weighted average discount rate | 6.30% | 6.20% | 6.30% | 6.20% |
Lease cost | $ 2,980 | $ 3,638 | $ 5,875 | $ 7,481 |
Direct Operating Expenses | ||||
Lessee Lease Description [Line Items] | ||||
Lease cost | 1,400 | 1,500 | 2,800 | 2,900 |
Selling, General and Administrative Expenses | ||||
Lessee Lease Description [Line Items] | ||||
Lease cost | 1,300 | 1,800 | 2,600 | 3,900 |
Corporate Expenses | ||||
Lessee Lease Description [Line Items] | ||||
Lease cost | $ 300 | $ 300 | $ 500 | $ 700 |
Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Remaining term of leases | 26 years |
Leases - Summary of Expected Fu
Leases - Summary of Expected Future Payments Related to Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Remainder of 2024 | $ 5,169 | |
2025 | 10,380 | |
2026 | 8,785 | |
2027 | 6,984 | |
2028 | 6,247 | |
2029 and thereafter | 30,095 | |
Total minimum payments | 67,660 | |
Less amounts representing interest | (15,397) | |
Less amounts representing tenant improvement allowance | (400) | |
Present value of minimum lease payments | 51,863 | |
Less current operating lease liabilities | (7,736) | $ (6,748) |
Long-term operating lease liabilities | $ 44,127 | $ 45,178 |
Leases - Summary of Lease Payme
Leases - Summary of Lease Payments and Supplemental Non-Cash Disclosures (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash paid for amounts included in lease liabilities: | ||
Operating cash flows from operating leases | $ 5,647 | $ 4,107 |
Non-cash additions to operating lease assets | $ 3,625 | $ 4,657 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Operating lease cost | $ 2,325 | $ 2,286 | $ 4,708 | $ 4,573 |
Variable lease cost | 404 | 322 | 683 | 590 |
Short-term lease cost | 251 | 1,030 | 484 | 2,318 |
Total lease cost | $ 2,980 | $ 3,638 | $ 5,875 | $ 7,481 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | 3 | |||
Percentage of revenue generated from outside the United States | 27% | 30% | 27% | 30% |
Segment Information - Separate
Segment Information - Separate Financial Data for Each of Company's Operating Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 82,654 | $ 73,719 | $ 160,830 | $ 141,366 | |
Cost of revenue | 24,424 | 19,649 | 47,082 | 36,516 | |
Direct operating expenses | 31,756 | 28,856 | 63,557 | 55,458 | |
Selling, general and administrative expenses | 14,363 | 12,610 | 28,697 | 25,417 | |
Depreciation and amortization | 4,428 | 3,713 | 9,167 | 7,214 | |
Operating income (loss) | (3,344) | (3,964) | (10,993) | (7,510) | |
Corporate expenses | 10,811 | 12,042 | 23,059 | 22,544 | |
Change in fair value of contingent consideration | 240 | 21 | 20 | 721 | |
Foreign currency (gain) loss | (24) | 792 | 241 | 1,006 | |
Interest expense | (4,118) | (4,195) | (8,561) | (8,118) | |
Interest income | 577 | 720 | 1,155 | 1,328 | |
Dividend income | 14 | 10 | 32 | ||
Realized gain (loss) on marketable securities | 4 | (29) | (109) | (61) | |
Gain (loss) on debt extinguishment | (51) | (91) | (1,556) | ||
Income (loss) before income taxes | (6,932) | (7,454) | (18,589) | (15,885) | |
Capital expenditures | 1,723 | 5,783 | 3,793 | 13,689 | |
Total assets | $ 569,606 | $ 569,606 | $ 865,946 | ||
Percentage change in net revenue | 12% | 14% | |||
Percentage change in direct operating expenses | 10% | 15% | |||
Percentage change in selling, general and administrative expenses | 14% | 13% | |||
Percentage change in depreciation and amortization | 19% | 27% | |||
Percentage change in segment operating profit (loss) | (14.00%) | (26.00%) | |||
Percentage change in corporate expenses | (10.00%) | 2% | |||
Percentage change in fair value of contingent consideration | 1,043% | (97.00%) | |||
Percentage change in foreign currency (gain) loss | (76.00%) | ||||
Percentage change in operating income (loss) | (16.00%) | 46% | |||
Percentage change in interest expense | (2.00%) | 5% | |||
Percentage change in interest income | (20.00%) | (13.00%) | |||
Percentage change in dividend income | (100.00%) | (69.00%) | |||
Percentage change in realized gain (loss) on marketable securities | 79% | ||||
Percentage change in gain (loss) on debt extinguishment | (94.00%) | ||||
Percentage change in income (loss) before income taxes | (7.00%) | 17% | |||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 7,683 | 8,891 | $ 12,327 | 16,761 | |
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Corporate expenses | 10,811 | 12,042 | 23,059 | 22,544 | |
Assets of discontinued operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 313,124 | ||||
Digital | |||||
Segment Reporting Information [Line Items] | |||||
Cost of revenue | 24,424 | 19,649 | 47,082 | 36,516 | |
Direct operating expenses | 7,427 | 6,074 | 14,385 | 10,824 | |
Selling, general and administrative expenses | 5,352 | 3,805 | 10,339 | 7,373 | |
Depreciation and amortization | 1,208 | 933 | 2,660 | 1,594 | |
Capital expenditures | 191 | 857 | 269 | 1,324 | |
Total assets | $ 75,830 | $ 75,830 | 112,500 | ||
Percentage change in cost of revenue | 24% | 29% | |||
Percentage change in direct operating expenses | 22% | 33% | |||
Percentage change in selling, general and administrative expenses | 41% | 40% | |||
Percentage change in depreciation and amortization | 29% | 67% | |||
Digital | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 2,657 | (227) | $ 4,824 | (950) | |
Digital | Advertising and Retransmission Consent | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 41,068 | 30,234 | $ 79,290 | 55,357 | |
Percentage change in net revenue | 36% | 43% | |||
Television | |||||
Segment Reporting Information [Line Items] | |||||
Direct operating expenses | $ 16,969 | 15,024 | $ 33,897 | 29,783 | |
Selling, general and administrative expenses | 5,666 | 4,844 | 11,706 | 10,184 | |
Depreciation and amortization | 2,847 | 2,551 | 5,773 | 5,209 | |
Capital expenditures | 1,140 | 2,555 | 2,608 | 6,875 | |
Total assets | $ 397,178 | $ 397,178 | 342,818 | ||
Percentage change in direct operating expenses | 13% | 14% | |||
Percentage change in selling, general and administrative expenses | 17% | 15% | |||
Percentage change in depreciation and amortization | 12% | 11% | |||
Percentage change in segment operating profit (loss) | (59.00%) | (62.00%) | |||
Television | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 3,095 | 7,524 | $ 5,750 | 15,079 | |
Television | Advertising and Retransmission Consent | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 28,577 | 29,943 | $ 57,126 | 60,255 | |
Percentage change in net revenue | (5.00%) | (5.00%) | |||
Audio | |||||
Segment Reporting Information [Line Items] | |||||
Direct operating expenses | $ 7,360 | 7,758 | $ 15,275 | 14,851 | |
Selling, general and administrative expenses | 3,345 | 3,961 | 6,652 | 7,860 | |
Depreciation and amortization | 373 | 229 | 734 | 411 | |
Capital expenditures | 392 | 2,371 | 916 | 5,490 | |
Total assets | $ 96,598 | $ 96,598 | $ 97,504 | ||
Percentage change in direct operating expenses | (5.00%) | 3% | |||
Percentage change in selling, general and administrative expenses | (16.00%) | (15.00%) | |||
Percentage change in depreciation and amortization | 63% | 79% | |||
Percentage change in segment operating profit (loss) | 21% | (33.00%) | |||
Audio | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 1,931 | 1,594 | $ 1,753 | 2,632 | |
Audio | Advertising and Retransmission Consent | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 13,009 | $ 13,542 | $ 24,414 | $ 25,754 | |
Percentage change in net revenue | (4.00%) | (5.00%) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - BCNMonetize - USD ($) $ in Millions | 6 Months Ended | ||
May 19, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | |
Business Acquisition [Line Items] | |||
Business acquisition date | May 19, 2023 | ||
Ownership interest acquired | 100% | 100% | |
Aggregate cash consideration | $ 6 | ||
Accounts receivables assets acquired, fair value | 2.8 | ||
Gross amount account receivables asset acquired | 2.9 | ||
Amount due under contract expected to be uncollectible | $ 0.1 | ||
Period of discounted cost of debt rate | 3 years | ||
Business combination consideration, transferred | $ 7.2 | ||
Total purchase price for acquisition, including fair value of contingent consideration | 8.8 | ||
Acquisition fees and costs | $ 0.2 | ||
Fair value of contingent consideration recognized | $ 1.6 | ||
Maximum | Discount Rate | |||
Business Acquisition [Line Items] | |||
Discounted cost of debt rate | 0.084 | ||
Minimum | Discount Rate | |||
Business Acquisition [Line Items] | |||
Discounted cost of debt rate | 0.082 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | May 19, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 50,673 | $ 50,674 | |
BCNMonetize | |||
Business Acquisition [Line Items] | |||
Cash | $ 800 | ||
Accounts receivable | 2,800 | ||
Other assets | 700 | ||
Intangible assets subject to amortization | 4,200 | ||
Goodwill | 3,500 | ||
Current liabilities | (2,100) | ||
Deferred tax | $ (1,100) |
Acquisitions - Summary of Intan
Acquisitions - Summary of Intangible Assets Subject to Amortization Acquired (Detail) - BCNMonetize $ in Millions | May 19, 2023 USD ($) |
Publisher Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value, Intangible Asset | $ 2.2 |
Weighted average remaining life in years | 3 years |
Advertiser Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value, Intangible Asset | $ 1.5 |
Weighted average remaining life in years | 1 year |
Trade Name | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value, Intangible Asset | $ 0.3 |
Weighted average remaining life in years | 1 year |
Non-Compete Agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value, Intangible Asset | $ 0.2 |
Weighted average remaining life in years | 1 year 6 months |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Information (Detail) - BCNMonetize - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Pro Forma: | ||
Total revenue | $ 76,396 | $ 147,379 |
Net income (loss) attributable to common stockholders | $ (1,380) | $ 1,593 |
Basic and diluted earnings per share: | ||
Net income (loss) per share, attributable to common stockholders, basic | $ (0.02) | $ 0.02 |
Net income (loss) per share, attributable to common stockholders, diluted | $ (0.02) | $ 0.02 |
Weighted average common shares outstanding, basic | 87,787,772 | 87,706,282 |
Weighted average common shares outstanding, diluted | 87,787,772 | 87,706,282 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | ||||||||||||
Jun. 28, 2024 USD ($) | May 06, 2024 USD ($) | May 06, 2024 EUR (€) | Apr. 03, 2023 USD ($) | Apr. 03, 2023 EUR (€) | Aug. 03, 2022 USD ($) | Jan. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jul. 11, 2023 USD ($) | Jul. 11, 2023 EUR (€) | Apr. 03, 2023 EUR (€) | Aug. 05, 2022 USD ($) | Aug. 05, 2022 EUR (€) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Repayment of the outstanding principal | $ 20,275 | $ 213,245 | ||||||||||||
Loss in business transaction | $ 45,014 | |||||||||||||
2023 Credit Facility | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Percentage of outstanding principal | 2.50% | |||||||||||||
Entravision Global Partners | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Loss in business transaction | $ 40,700 | |||||||||||||
Entravision Global Partners | Discontinued Operations, Held-for-Sale or Disposed of by Sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Loss in business transaction | 45,014 | |||||||||||||
Entravision Global Partners | Definitive Agreement | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from divestiture of businesses | $ 16,400 | |||||||||||||
Entravision Global Partners | 2023 Credit Facility | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Repayment of the outstanding principal | $ 4,900 | |||||||||||||
MediaDonuts | Definitive Agreement | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Payment of contingent liability | $ 6,500 | |||||||||||||
Adsmurai, S.L | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 8,100 | $ 5,600 | € 4,993,344 | € 7,355,000 | $ 12,800 | € 12,535,000 | ||||||||
Remaining interest owned percentage | 49% | 49% | ||||||||||||
Loss in business transaction | $ 2,600 | |||||||||||||
Adsmurai, S.L | Share Purchase Agreement | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from other agreement and stock option | $ 16,200 | € 15,000,000 | ||||||||||||
Equity interest sold | 51% | 51% | ||||||||||||
Principal issued | € | € 12,300,000 | |||||||||||||
Consideration receivable on effective date | € | 10,000,000 | |||||||||||||
Consideration receivable within six month of effective date | € | € 5,000,000 | |||||||||||||
Jack of Digital | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Percentage of issued and outstanding shares sold in subsidiary | 100% | |||||||||||||
Cash consideration | $ 100 | |||||||||||||
Percentage owned or converted | 15% | |||||||||||||
Payments to Acquire Investments | $ 500 | |||||||||||||
Investment | 1,100 | $ 100 | ||||||||||||
Additional installment payment | $ 300 | |||||||||||||
Total purchase price for acquisition, including fair value of contingent consideration | $ 1,400 | |||||||||||||
Loss in business transaction | $ 1,700 | |||||||||||||
Adsmurai Acquisition | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Business acquisition date | Apr. 03, 2023 | Apr. 03, 2023 | ||||||||||||
Ownership interest acquired | 51% | 51% | ||||||||||||
Aggregate cash consideration | $ 14,200 | € 13,000,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Results of Discontinued Operations, net of tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Expenses: | ||||
Net income (loss) from discontinued operations before noncontrolling interests in discontinued operations | $ (35,412) | $ 3,837 | $ (76,792) | $ 13,894 |
Net (income) loss attributable to redeemable noncontrolling interest | 2,779 | 12 | ||
Net (income) loss attributable to noncontrolling interest | 342 | |||
Net income (loss) from discontinued operations, net of tax | (35,412) | 3,837 | (76,792) | 13,894 |
Entravision Global Partners | Discontinued Operations, Held-for-Sale or Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net Revenue | 179,599 | 199,662 | 378,868 | 371,021 |
Expenses: | ||||
Cost of revenue - digital | 160,932 | 176,187 | 341,503 | 327,076 |
Direct operating expenses | 2,883 | 4,209 | 6,654 | 7,469 |
Selling, general and administrative expenses | 10,748 | 10,955 | 23,109 | 20,916 |
Depreciation and amortization | 1,564 | 2,796 | 3,958 | 5,766 |
Change in fair value of contingent consideration | (11,368) | 1,102 | (12,568) | (3,663) |
Impairment charge | 49,438 | |||
Foreign currency (gain) loss | 2,304 | (95) | 2,488 | (1,265) |
Other operating (gain) loss | 45,014 | 45,014 | ||
Operating income (loss) | (32,478) | 4,508 | (80,728) | 14,722 |
Interest expense | (103) | (111) | (219) | (216) |
Interest income | 179 | 317 | 731 | 569 |
Income (loss) from discontinued operations before income taxes | (32,402) | 4,714 | (80,216) | 15,075 |
Income tax benefit (expense) | (3,010) | (889) | 645 | (1,535) |
Net income (loss) from discontinued operations before noncontrolling interests in discontinued operations | (35,412) | 3,825 | (79,571) | 13,540 |
Net (income) loss attributable to redeemable noncontrolling interest | 12 | 2,779 | 12 | |
Net (income) loss attributable to noncontrolling interest | 342 | |||
Net income (loss) from discontinued operations, net of tax | $ (35,412) | $ 3,837 | $ (76,792) | $ 13,894 |
Discontinued operations - Sum_2
Discontinued operations - Summary of Details of Assets and Liabilities of Discontinued Operations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Current assets | |
Total current assets of discontinued operations | $ 217,269 |
Noncurrent assets of discontinued operations | 95,855 |
Current liabilities | |
Noncurrent liabilities of discontinued operations | 33,072 |
Entravision Global Partners | Discontinued Operations, Held-for-Sale or Disposed of by Sale | |
Current assets | |
Cash and cash equivalents | 38,341 |
Trade receivables | 165,755 |
Prepaid expenses and other current assets | 13,173 |
Total current assets of discontinued operations | 217,269 |
Property and equipment, net | 4,543 |
Intangible assets subject to amortization, net | 44,684 |
Goodwill | 39,998 |
Deferred income taxes | 4,726 |
Operating leases right of use asset | 1,073 |
Other assets | 831 |
Noncurrent assets of discontinued operations | 95,855 |
Disposal Group Including Discontinued Operation Total Asset, Total | 313,124 |
Current liabilities | |
Current maturities of long-term debt | 1,219 |
Accounts payable and accrued expenses | 207,026 |
Operating lease liabilities | 534 |
Total current liabilities of discontinued operations | 208,779 |
Long-term debt, less current maturities | 1,668 |
Long-term operating lease liabilities | 487 |
Other long-term liabilities | 18,385 |
Deferred income taxes | 12,532 |
Noncurrent liabilities of discontinued operations | 33,072 |
Total liabilities of discontinued operations | $ 241,851 |
Discontinued operations - Sched
Discontinued operations - Schedule of discontinued operations of significant non-cash items and capital expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss (gain) on the sale of businesses | $ 45,014 | |||
Entravision Global Partners | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss (gain) on the sale of businesses | 40,700 | |||
Entravision Global Partners | Discontinued Operations, Held-for-Sale or Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Depreciation and amortization | $ 1,564 | $ 2,796 | 3,958 | $ 5,766 |
Impairment charge | 49,438 | 0 | ||
Loss (gain) on the sale of businesses | 45,014 | |||
Change in fair value of contingent consideration | $ (11,368) | $ 1,102 | (12,568) | (3,663) |
Non-cash stock-based compensation | (544) | 914 | ||
Purchases of property and equipment | $ 81 | $ 1,547 |