Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Mar. 11, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Trading Symbol	EVC
Entity Registrant Name	ENTRAVISION COMMUNICATIONS CORPORATION
Entity Central Index Key	0001109116
Current Fiscal Year End Date	--12-31
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	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
Entity Public Float			$ 304,852,197
Document Annual Report	true
Document Transition Report	false
Title of 12(b) Security	Class A Common Stock
Security Exchange Name	NYSE
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement for the 2024 Annual Meeting of Stockholders scheduled to be held on May 30, 2024 are incorporated by a reference in Part III hereof.
Auditor Name	BDO USA, LLP
Auditor Location	Los Angeles, California
Auditor Firm ID	243
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		80,166,193
Class U common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,352,729

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 105,739	$ 110,691
Marketable securities	13,172	44,528
Restricted cash	770	753
Trade receivables, related parties	235,837	224,713
Assets held for sale	301
Prepaid expenses and other current assets (including related parties of $274 and $274)	30,036	27,238
Total current assets	385,855	407,923
Property and equipment, net of accumulated depreciation of $197,645 and $194,448	71,475	61,362
Intangible assets subject to amortization, net of accumulated amortization of $87,968 and $75,992 (including related parties of $2,785 and $3,714)	51,784	61,811
Intangible assets not subject to amortization	195,174	207,453
Goodwill	90,672	86,991
Deferred income taxes	4,991	2,591
Operating leases right of use asset	43,941	44,413
Other assets	22,054	8,297
Total assets	865,946	880,841
Current liabilities
Current maturities of long-term debt	9,969	5,256
Accounts payable and accrued expenses (including related parties of $1,071 and $1,215)	254,802	237,415
Operating lease liabilities	7,282	5,570
Total current liabilities	272,053	248,241
Long-term debt, less current maturities, net of unamortized debt issuance costs of $1,116 and $1,221	199,552	207,292
Long-term operating lease liabilities	45,665	42,151
Other long-term liabilities	23,009	30,198
Deferred income taxes	59,381	67,590
Total liabilities	599,660	595,472
Commitments and contingencies (note 13)
Redeemable noncontrolling interest	43,758
Stockholders' equity
Additional paid-in capital	743,246	776,298
Accumulated deficit	(519,812)	(504,375)
Accumulated other comprehensive income (loss)	(915)	(1,510)
Total stockholders' equity	222,528	270,422
Noncontrolling interest		14,947
Total equity	222,528	285,369
Total liabilities, redeemable noncontrolling interest and equity	865,946	880,841
Class A common stock
Stockholders' equity
Common stock	8	8
Class U common stock
Stockholders' equity
Common stock	$ 1	$ 1

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Trade receivables, related parties	$ 235,837	$ 224,713
Trade receivables, allowance for doubtful accounts	5,719	6,572
Prepaid expenses and other current assets	30,036	27,238
Property and equipment, accumulated depreciation	197,645	194,448
Accumulated amortization of Intangible assets	87,968	75,992
Intangible assets subject to amortization, net	51,784	61,811
Accounts payable and accrued expenses	254,802	237,415
Unamortized debt issuance costs	1,116	1,221
Related Parties
Trade receivables, related parties	10,051	5,814
Prepaid expenses and other current assets	274	274
Intangible assets subject to amortization, net	2,785	3,714
Accounts payable and accrued expenses	$ 1,071	$ 1,215
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	80,150,506	78,172,827
Common stock, shares outstanding	80,150,506	78,172,827
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
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

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Net revenue	$ 1,106,867	$ 956,209	$ 760,192
Expenses:
Cost of revenue - digital	800,401	623,916	466,517
Direct operating expenses (including related parties of $6,050, $8,095 and $8,412) (including non-cash stock-based compensation of $9,842, $5,694 and $3,234)	128,470	122,611	116,449
Selling, general and administrative expenses	91,979	75,165	56,585
Corporate expenses (including non-cash stock-based compensation of $14,216, $14,340 and $6,361)	50,294	49,404	32,993
Depreciation and amortization (including related parties of $928, $928, and $1,228)	28,007	25,697	22,420
Change in fair value of contingent consideration	(2,539)	14,210	8,224
Impairment charge	13,267	1,600	3,023
Foreign currency (gain) loss	900	2,972	508
Other operating (gain) loss	609	382	(6,998)
Total expenses	1,111,388	915,957	699,721
Operating income (loss)	(4,521)	40,252	60,471
Interest expense	(17,291)	(10,876)	(7,020)
Interest income	5,055	2,864	245
Dividend income	35	20	213
Gain (loss) on debt extinguishment	(1,556)
Realized gain (loss) on marketable securities	(93)	(532)
Income (loss) before income taxes	(18,371)	31,728	53,909
Income tax (expense) benefit	2,750	(11,559)	(18,679)
Net income (loss)	(15,621)	20,169	35,230
Net (income) loss attributable to redeemable noncontrolling interest	(158)		(5,938)
Net (income) loss attributable to noncontrolling interest	342	(2,050)
Net income (loss) attributable to common stockholders	$ (15,437)	$ 18,119	$ 29,292
Basic and diluted earnings (loss) per share:
Net income (loss) per share attributable to common stockholders, basic	$ (0.18)	$ 0.21	$ 0.34
Net income (loss) per share attributable to common stockholders, diluted	(0.18)	0.21	0.33
Cash dividends declared per common share, basic and diluted	$ 0.2	$ 0.1	$ 0.1
Weighted average common shares outstanding, basic	87,901,938	85,391,163	85,301,603
Weighted average common shares outstanding, diluted	87,901,938	87,769,762	87,910,603

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Direct operating expenses	$ 128,470	$ 122,611	$ 116,449
Non-cash stock-based compensation	23,698	20,034	9,595
Depreciation and amortization	28,007	25,697	22,420
Related Parties
Direct operating expenses	6,050	8,095	8,412
Depreciation and amortization	928	928	1,228
Direct Operating Expenses
Non-cash stock-based compensation	9,482	5,694	3,234
Corporate Expenses
Non-cash stock-based compensation	$ 14,216	$ 14,340	$ 6,361

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (15,621)	$ 20,169	$ 35,230
Other comprehensive income (loss), net of tax:
Change in foreign currency translation	88	(45)	184
Change in fair value of marketable securities	507	(488)	(105)
Total other comprehensive income (loss)	595	(533)	79
Comprehensive income (loss)	(15,026)	19,636	35,309
Comprehensive (income) loss attributable to redeemable noncontrolling interests	(158)		(5,938)
Comprehensive (income) loss attributable to noncontrolling interests	342	(2,050)
Comprehensive income (loss) attributable to common stockholders	$ (14,842)	$ 17,586	$ 29,371

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Class A common stock	Class B common stock	Class U common stock	Common Stock Class A common stock	Common Stock Class B common stock	Common Stock Class U common stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Balance, Beginning at Dec. 31, 2020	$ 275,980				$ 6	$ 2	$ 1		$ 828,813	$ (551,786)	$ (1,056)
Balance, Beginning, Shares at Dec. 31, 2020					60,759,405	14,927,613	9,352,729
Issuance of common stock upon exercise of stock options or awards of restricted stock units	$ 416								416
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares	533,000				151,000
Tax payments related to shares withheld for share-based compensation plans	$ (4,729)								(4,729)
Tax payments related to shares withheld for share-based compensation plans, shares					1,406,491
Stock-based compensation expense	9,595								9,595
Class B common stock exchanged for Class A common stock, shares					800,000	(800,000)
Repurchase of Class A common stock, Shares		0
Dividends paid	(8,531)								(8,531)
Change in fair value of marketable securities	(105)										(105)
Foreign currency translation gain (loss)	184										184
Acquisition of redeemable noncontrolling interest	(45,176)								(45,176)
Net Income Loss Attributable to Common Stockholders	29,292									29,292
Balance, Ending at Dec. 31, 2021	256,926				$ 6	$ 2	$ 1		780,388	(522,494)	(977)
Balance, Ending, Shares at Dec. 31, 2021					63,116,896	14,127,613	9,352,729
Issuance of common stock upon exercise of stock options or awards of restricted stock units	$ 219								219
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares	91,000				66,000
Tax payments related to shares withheld for share-based compensation plans	$ (4,524)								(4,524)
Tax payments related to shares withheld for share-based compensation plans, shares					2,615,319
Stock-based compensation expense	20,034								20,034
Class B common stock exchanged for Class A common stock					$ 2	$ (2)
Class B common stock exchanged for Class A common stock, shares					14,127,613	(14,127,613)
Repurchase of Class A common stock	(11,280)	$ (11,300)							(11,280)
Repurchase of Class A common stock, Shares		(1,800,000)			(1,753,001)			1,753,001
Retirement of treasury stock, Shares								(1,753,001)
Dividends paid	(8,539)								(8,539)
Change in fair value of marketable securities	(899)										(899)
Foreign currency translation gain (loss)	(45)										(45)
OCI release due to realized gain (loss) on marketable securities	411										411
Acquisition of noncontrolling interest	12,897											$ 12,897
Net Income Loss Attributable to Common Stockholders	20,169									18,119		2,050
Balance, Ending at Dec. 31, 2022	285,369				$ 8		$ 1		776,298	(504,375)	(1,510)	14,947
Balance, Ending, Shares at Dec. 31, 2022		78,172,827	0	9,352,729	78,172,827		9,352,729
Issuance of common stock upon exercise of stock options or awards of restricted stock units	$ 554								554
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares	260,000				1,958,490
Tax payments related to shares withheld for share-based compensation plans	$ (4,057)								(4,057)
Tax payments related to shares withheld for share-based compensation plans, shares					19,189
Stock-based compensation expense	23,698								23,698
Repurchase of Class A common stock, Shares		0
Dividends paid	(17,588)								(17,588)
Dividends equivalents payable	(933)								(933)
Change in fair value of marketable securities	436										436
Foreign currency translation gain (loss)	88										88
OCI release due to realized gain (loss) on marketable securities	71										71
Acquisition of redeemable noncontrolling interest	(1,375)								(751)			(624)
Distributions to noncontrolling interest	(4,356)											(4,356)
Accounting for Adsmurai transaction	(43,600)								(33,975)			(9,625)
Net Income Loss Attributable to Common Stockholders	(15,779)									(15,437)		$ (342)
Balance, Ending at Dec. 31, 2023	$ 222,528				$ 8		$ 1		$ 743,246	$ (519,812)	$ (915)
Balance, Ending, Shares at Dec. 31, 2023		80,150,506	0	9,352,729	80,150,506		9,352,729

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ (15,621)	$ 20,169	$ 35,230
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	28,007	25,697	22,420
Impairment charge	13,267	1,600	3,023
Deferred income taxes	(10,965)	(3,708)	14,554
Non-cash interest	355	1,314	604
Amortization of syndication contracts	471	468	475
Payments on syndication contracts	(480)	(470)	(473)
Non-cash stock-based compensation	23,698	20,034	9,595
(Gain) loss on marketable securities	93	532
(Gain) loss on disposal of assets/business	737	(636)	(4,629)
(Gain) loss on debt extinguishment	1,556
Change in fair value of contingent consideration	(2,539)	14,210	8,224
Changes in assets and liabilities, net of businesses acquired and disposed of:
(Increase) decrease in trade receivables, net	(9,247)	(9,687)	(49,109)
(Increase) decrease in prepaid expenses and other current assets, operating leases right of use asset and other assets	7,826	2,017	6,782
Increase (decrease) in accounts payable, accrued expenses and other liabilities	38,038	7,377	18,557
Net cash provided by operating activities	75,196	78,917	65,253
Cash flows from investing activities:
Proceeds from sale of assets/business	258	2,708	10,348
Purchases of property and equipment	(27,327)	(11,468)	(5,819)
Purchase of businesses, net of cash acquired	(6,930)		(14,260)
Investment in variable interest entities, net of cash consolidated		(5,164)
Purchases of marketable securities	(11,355)	(106,382)
Proceeds from sale of marketable securities	43,335	59,814	27,800
Purchases of investments	(300)		(800)
Issuance of loan receivable	(13,636)
Net cash provided by (used in) investing activities	(15,955)	(60,492)	17,269
Cash flows from financing activities:
Proceeds from stock option exercises	554	219	416
Tax payments related to shares withheld for share-based compensation plans	(4,057)	(4,524)	(4,729)
Payments on debt	(215,745)	(3,252)	(3,000)
Dividends paid	(17,588)	(8,539)	(8,531)
Distributions to noncontrolling interest	(3,380)
Repurchase of Class A common stock	0	(11,280)
Payment of contingent consideration	(35,113)	(65,340)
Principal payments under finance lease obligation	(152)	(105)	(126)
Proceeds from borrowings on debt	213,087
Payments for debt issuance costs	(1,777)		(604)
Net cash used in financing activities	(64,171)	(92,821)	(16,574)
Effect of exchange rates on cash, cash equivalents and restricted cash	(5)	(3)	(16)
Net increase (decrease) in cash, cash equivalents and restricted cash	(4,935)	(74,399)	65,932
Cash, cash equivalents and restricted cash:
Beginning	111,444	185,843	119,911
Ending	106,509	111,444	185,843
Cash payments for:
Interest	16,936	9,562	6,412
Income taxes	13,100	16,921	4,125
Supplemental disclosures of non-cash investing and financing activities:
Capital expenditures financed through accounts payable, accrued expenses and other liabilities	1,987	$ 2,109	942
Fair value of contingent consideration related to acquisitions and purchase of noncontrolling interest	1,854		$ 106,700
Fair value of put and call option	43,600
Dividends equivalents payable	$ 783

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
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

Nature of Business

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

1. NATURE OF BUSINESS

Nature of Business

Entravision Communications Corporation (together with its subsidiaries, hereinafter referred to collectively as the "Company") is a global advertising solutions, media and technology company. The Company's operations encompass integrated, end-to-end advertising solutions across multiple media, comprised of digital, television and audio properties. The Company's management has determined that the Company operates in three reportable segments as of December 31, 2023, based upon the type of advertising medium: digital, television and audio.

The Company's digital segment, whose operations are primarily located in Europe, Latin America, Asia, the United States and Africa, reaches a global market, with a focus on advertisers that wish to advertise on digital platforms owned and operated primarily by global media companies. The digital segment is comprised of three business units: Entravision Global Partners, the Company's digital commercial partnerships business; Smadex, the Company's programmatic ad purchasing platform; and 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). For more information and an overview of the Company's business, please refer to Part I, Item 1.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its variable interest entities (each, a "VIE"). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in the Company’s prior period consolidated financial statements and notes to the financial statements have been reclassified to conform to current period presentation.

Variable Interest Entities

In accordance with the provisions of the Financial Accounting Standards Board or ASC 810, “Consolidation,” the Company evaluates entities for which control is achieved through means other than voting rights to determine if the Company is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics:(1) the entity has insufficient equity to permit it to finance its activities without additional subordinated financial support; (2) equity holders, as a group, lack the characteristics of a controlling financial interest; or (3) the entity is structured with non-substantive voting rights. The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that the Company is the primary beneficiary of such entity.

In determining whether it is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; and the significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions.

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. See Note 3 for more details.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company’s operations are affected by numerous factors, including changes in audience acceptance (i.e. ratings), priorities of advertisers, new laws and governmental regulations, and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television, radio, or digital advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s operations and cash flows. Significant estimates and assumptions made by management are used for, but not limited to, the allowance for doubtful accounts, stock-based compensation, the estimated useful lives of long-lived and intangible assets, the recoverability of such assets by their estimated future

undiscounted cash flows, the fair value of reporting units and indefinite life intangible assets, fair value of contingent consideration, disclosure of the fair value of debt, deferred income taxes and the purchase price allocations used in the Company’s acquisitions.

As disclosed in Note 19, on March 4, 2024, the Company received a communication from Meta that it intends to wind down its Authorized Sales Partner (ASP) program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024. For the fiscal years ended December 31, 2023 and 2022, ASP revenue from Meta represented approximately 53% and 49%, respectively, of the Company’s consolidated revenue, and 63% and 63%, respectively, of the Company’s digital segment revenue.

As of December 31, 2023, the Company had Goodwill of $50.1 million, Intangible assets subject to amortization of $47.3 million and Property and equipment, net of accumulated depreciation of $8.2 million in its digital segment. The Company is in the process of evaluating the potential impact of this subsequent event and expects there is a reasonable possibility that there will be a material change to the value of these assets.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in general checking accounts, money market accounts and commercial paper. Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value. The Company had $87.3 million and $89.7 million in cash and cash equivalents held outside the United States as of December 31, 2023 and 2022, respectively.

Restricted Cash

As of December 31, 2023 and 2022, the Company’s balance sheet includes $0.8 million in restricted cash as temporary collateral for the Company’s letters of credit.

The Company's cash and cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, was as follows (in thousands):


	As of December 31,
	2023		2022		2021
Cash and cash equivalents	$	105,739	$	110,691	$	185,094
Restricted cash		770		753		749
Total as presented in the Consolidated Statements of Cash Flows	$	106,509	$	111,444	$	185,843

Investments

The Company’s available for sale debt securities totaled $13.2 million as of December 31, 2023, and were comprised of corporate bonds and notes, which were recorded at their fair market value within “Marketable securities” in the consolidated balance sheet (see Note 10). The majority of the carrying value of the corporate bonds and notes held by the Company are investment grade.

Long-lived Assets, Other Assets and Intangibles Subject to Amortization

Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over their estimated useful lives (see Note 6). The Company periodically evaluates assets to be held and used and long-lived assets held for sale when events and circumstances warrant such review.

Syndication contracts are recorded at cost within “Other assets” in the consolidated balance sheets. Syndication amortization is provided using the straight-line method over their estimated useful lives.

Intangible assets subject to amortization are amortized on a straight-line method over their estimated useful lives (see Note 5). Deferred debt issuance costs are amortized over the life of the related indebtedness using the effective interest method.

Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances or changes to the Company’s business strategy, could result in the actual useful lives differing from initial estimates. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives. In those cases where the Company determines that the useful life of a long-lived asset should be revised, the Company will amortize or depreciate the net book value in excess of the estimated residual value over its revised remaining useful life.

Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually on October 1, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, the Company must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets.

In testing the goodwill of its reporting units for impairment, the Company first determines, based on a qualitative assessment, whether it is more likely than not that the fair value of each of its reporting units is less than their respective carrying amounts. The Company has determined that each of its operating segments is a reporting unit.

If it is deemed more likely than not that the fair value of a reporting unit is less than the carrying value based on this initial assessment, the next step is a quantitative comparison of the fair value of the reporting unit to its carrying amount. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete. If the reporting unit’s carrying amount is greater than the estimated fair value, then an impairment loss is recorded for the amount of the difference.

When a quantitative analysis is performed, the estimated fair value of goodwill is 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 each 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. In recent years, there has been a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years.

The income approach estimates fair value based on the Company’s 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 that 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 discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies. The Company estimated revenue projections and profit margin projections based on internal forecasts about future performance.

Indefinite Life Intangible Assets

The Company believes that its broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other significant factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complementary to each other and are representative of the best use of those assets. The Company’s individual market clusters consist of cities or nearby cities. The Company tests its broadcasting licenses for impairment based on certain assumptions about these market clusters.

The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television, radio and digital media industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

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 ("FDIC") insurance limits. As of December 31, 2023, 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 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, Latin America, Asia 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.

Aggregate receivables from the largest five advertisers represented 7% and 2% of the Company's total trade receivables as of December 31, 2023 and 2022, respectively. No single advertiser represents more than 5% of the total trade receivables.

Revenue from the largest advertiser represented 13%, 14% and 13% of the Company's total revenue for the years ended December 31, 2023, 2022 and 2021, respectively. This advertiser is a global media company and pays on a frequent basis; therefore, management does not believe that this concentration of credit represents a significant risk to the Company. No other advertiser represented more than 5% of the Company's total revenue.

Estimated losses for bad debts are provided for in the consolidated financial statements through a charge to expense that aggregated $2.2 million, $3.4 million and $3.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The net charge off of bad debts aggregated $3.1 million, $3.3 million and $0.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Allowance for Doubtful Accounts

Our accounts receivable consist of a homogeneous pool of relatively small dollar amounts from a large number of customers. We evaluate the collectability of our trade accounts receivable based on a number of factors. When we are 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 we believe 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.

Dependence on Global Media Companies

The Company is dependent on the continued commercial agreements with, as well as the financial and business strength of, the global media companies for which the Company acts as a commercial partner in the digital segment, as well as the companies from which it obtains programming in the television and audio segments. The Company could be at risk should any of these entities fail to perform its respective obligations to the Company or terminate its relationship with the Company. This in turn could materially adversely affect the Company’s business, results of operations and financial condition.

Revenue related to a single global media company, Meta, for which the Company acts as a commercial partner represented 53%, 49% and 55% of the Company's total revenue for the years ended December 31, 2023, 2022 and 2021, respectively. The Company expects that this dependence will continue. Beginning in the second half of 2023, the Company has received a lower rate of payment on the sales made on behalf of this media company, resulting in lower margins. On March 4, 2024, the Company received a communication from Meta that it intends to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024 (see Note 19).

Disclosures About Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments.

The carrying amount of the Term Loan A Facility as of December 31, 2023 approximated its fair value. The estimated fair value is based on quoted prices in markets where trading occurs infrequently.

The Company’s available for sale debt securities are valued using quoted prices for similar attributes in active markets. Since these investments are classified as available for sale, they are recorded at their fair market value within “Marketable securities” in the consolidated balance sheets and their unrealized gains or losses are included in “Accumulated other comprehensive income (loss)”.

The carrying values of receivables, payables and accrued expenses approximate fair value due to the short maturity of these instruments.

Off-Balance Sheet Financings and Liabilities

Other than legal contingencies incurred in the normal course of business and employment contracts for key employees (see Notes 12 and 17), the Company does not have any off-balance sheet financing arrangements or liabilities. The Company does not have any majority-owned subsidiaries or any interests in, or relationships with, any material variable-interest entities that are not included in the consolidated financial statements.

Income Taxes

Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

In evaluating the Company’s ability to realize net deferred tax assets, the Company considers all reasonably available evidence including past operating results, tax strategies and forecasts of future taxable income. In considering these factors, the Company makes certain assumptions and judgments that are based on the plans and estimates used to manage the business.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

Legal Costs

Amounts incurred for legal costs that pertain to loss contingencies are expensed as incurred.

Business Combinations

The Company applies the acquisition method of accounting for business combinations in accordance with U.S. GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, revenue projections, gross margin projections, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition, as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Contingent Consideration

If business combinations or variable interest entities provide for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. The Company adjusts the contingent consideration liability at the end of each reporting period based on fair value inputs representing changes in forecasted revenue of the acquired entities and the probability of an adjustment to the purchase price. Key assumptions include risk-neutral expected growth rates based on the Company'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. Changes in the fair value of the contingent consideration after the acquisition date are included in earnings if the contingent consideration is recorded as a liability.

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. In the Company’s arrangements with media companies for which it acts as commercial partner, 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 and is required to pay the media companies for which it acts as commercial partner 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.

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.

Direct operating expenses

Direct operating expenses consist primarily of salaries and commissions of sales staff, amounts paid to national representation firms, production and programming expenses, fees for ratings services, and engineering costs.

Corporate expenses

Corporate expenses consist primarily of salaries related to corporate officers and back-office functions, third party legal and accounting services, and fees incurred as a result of being a publicly traded company.

Stock-Based Compensation

The Company recognizes stock-based compensation according to the provisions of ASC 718, “Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors including employee stock options, restricted stock awards, restricted stock units ("RSUs"), and performance stock units ("PSUs") based on estimated fair values.

The Company granted RSUs during each of the years ended December 31, 2023, 2022 and 2021. The estimated fair value of the RSUs units granted is based on the Company's share price on the grant date. In addition, the Company granted PSUs during the year ended December 31, 2023. The estimated fair value of the PSUs 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.

Beginning with grants made in 2023, a dividend equivalent equal to the amount paid, if any, in respect of one share of the securities underlying the RSUs and PSUs begins accruing with respect to the RSUs and PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs and PSUs.

The Company did not grant any stock options during the years ended December 31, 2023, 2022 and 2021.

Earnings Per Share

The following table illustrates the reconciliation of the basic and diluted per share computations (in thousands, except share and per share data):


	Year Ended			Year Ended		Year Ended
	December 31,			December 31,		December 31,
	2023			2022		2021
Basic earnings (loss) per share:
Numerator:
Net income (loss) attributable to common stockholders	$	(15,437	)	$	18,119	$	29,292
Denominator:
Weighted average common shares outstanding, basic		87,901,938			85,391,163		85,301,603
Per share:
Net income (loss) per share attributable to common stockholders	$	(0.18	)	$	0.21	$	0.34
Diluted earnings (loss) per share:
Numerator:
Net income (loss) attributable to common stockholders	$	(15,437	)	$	18,119	$	29,292
Denominator:
Weighted average common shares outstanding		87,901,938			85,391,163		85,301,603
Dilutive securities:
Stock options		—			146,699		298,743
Restricted stock units		—			2,231,900		2,310,257
Diluted shares outstanding		87,901,938			87,769,762		87,910,603
Per share:
Net income (loss) per share attributable to common stockholders	$	(0.18	)	$	0.21	$	0.33

Basic earnings per share is computed as net income divided by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution, if any, that could occur from shares issuable through stock options, RSUs and PSUs.

For the year ended December 31, 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 2,145,439 equivalent shares of dilutive securities for the year ended December 31, 2023.

For the year ended December 31, 2022, a total of 623,152 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 year ended December 31, 2021, a total of 465,993 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.

Comprehensive Income (loss)

Comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders, and consists of net income (loss), unrealized gains (losses) on investments and foreign currency translation adjustments.

Assets Held For Sale

Assets are classified as held for sale when the carrying value is expected to be recovered through a sale rather than through their continued use and all of the necessary classification criteria have been met. Assets held for sale are recorded at the lower of their carrying value or estimated fair value less selling costs and classified as current assets. Depreciation is not recorded on assets classified as held for sale.

During 2023, the Company entered into a sales agreement for a tower site in the Boston market for $1.3 million. The transaction met the criteria for classification as assets held for sale and the carrying value of $0.3 million is presented as Assets Held for Sale in the Consolidated Balance Sheet as of December 31, 2023. The transaction is expected to close in 2024.

Recently Issued Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (CODM). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

Newly Adopted Accounting Standards

There were no new accounting standards that were adopted during the year ended December 31, 2023.

Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Acquisitions

3. ACQUISITIONS

All business acquisitions have been accounted for as purchase business combinations with the operations of the businesses included subsequent to their acquisition dates. The allocation of the respective purchase prices is generally based upon independent appraisals and or management’s estimates of the discounted future cash flows to be generated from the media properties for intangible assets, and replacement cost for tangible assets. Deferred income taxes are provided for temporary differences based upon management’s best estimate of the tax basis of acquired assets and liabilities that will ultimately be accepted by the applicable taxing authority.

For business combinations where noncontrolling interests remain after the acquisition, assets (including goodwill) and liabilities of the acquired business are recorded at the full fair value and the portion of the acquisition date fair value attributable to noncontrolling interests is recorded as a separate line item within the equity section or, as applicable to redeemable noncontrolling interests, between the liabilities and equity sections of the Company’s consolidated balance sheets. Policies related to redeemable noncontrolling interest involve judgment and complexity, specifically on the classification of the noncontrolling interest in the Company’s consolidated balance sheet. Further, there is significant judgment in determining whether an equity instrument is currently redeemable or not currently redeemable but probable that the equity instrument will become redeemable. Additionally, there are also significant estimates made in the valuation of the redeemable noncontrolling interest.

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. The loan had a two-year term, an interest rate of 5% annually, and could be converted into 51% of the issued and outstanding shares of stock of Adsmurai at the Company’s sole discretion. If the Company elected not to convert the loan, the borrower had the option to repay the loan at maturity either in cash or with 51% of the issued and outstanding shares of stock of Adsmurai.

As of that date, the Company determined for accounting purposes that (i) Adsmurai was a VIE because the equity investors at risk, as a group, lacked the characteristics of a controlling financial interest; and (ii) the Company was the primary beneficiary because the conversion right gave it the power to direct the activities of the entity that most significantly impacted the entity’s economic performance.

The Company determined that Adsmurai was a business and accounted for its consolidation under the provisions of ASC 805, “Business Combinations”, and included Adsmurai's results of operations since the date of the loan in the Company's Consolidated Statements of Operations. The following is a summary of the final purchase price allocation (in millions):


Cash	$	7.4
Accounts receivable		11.9
Other assets		0.7
Fixed assets		2.8
Intangible assets subject to amortization		8.2
Goodwill		13.3
Current liabilities		(14.4	)
Deferred tax		(2.0	)
Debt		(2.8	)
Noncontrolling interest		(12.3	)
Convertible loan		(12.8	)

Intangible assets subject to amortization acquired includes:


Intangible Asset	Estimated Fair Value (in millions)		Weighted average life (in years)
Advertiser relationships	$	4.7	7.0
Existing technology		2.4	5.0
Trade name		1.1	5.0

The fair value of the trade receivables is $11.9 million. The gross amount due under contract is $12.3 million, of which $0.4 million is 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 Adsmurai’s workforce and synergies from combining Adsmurai’s operations with those of the Company.

On April 3, 2023, the Company entered into an agreement (the “Adsmurai Acquisition Agreement”) among the Company and the selling stockholders of Adsmurai (the “Adsmurai Sellers”), 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. The Adsmurai Acquisition Agreement also contains representations, warranties, covenants and indemnities of the parties thereto.

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”). The New Adsmurai Loans has a seven-year term, bears interest at a rate of 5% annually and can be repaid upon the exercise of the option rights set forth in the Adsmurai Options Agreement (defined below). The loan receivable is recorded within Other assets in the Consolidated Balance Sheets.

In connection with the Adsmurai Acquisition, the Company and the Adsmurai Sellers also entered into an Options Agreement (the “Adsmurai Options Agreement”). Subject to the terms of the Adsmurai Options Agreement, for a purchase price based on a predetermined multiple of Adsmurai’s EBITDA in the trailing four fiscal quarters, plus amounts outstanding under the Adsmurai Loan:

•

the Adsmurai Sellers have the right to cause the Company to purchase:

o

10% of the issued and outstanding shares of Adsmurai stock between January and March 2024, 10% of the issued and outstanding shares of Adsmurai stock between January and March 2025, and all of the remaining issued and outstanding shares of Adsmurai stock between July and September 2027; or

o

all of the issued and outstanding shares of Adsmurai owned by such Adsmurai Seller each January, in the sole discretion of such Adsmurai Seller; or

o

all of the issued and outstanding shares of Adsmurai owned by such Adsmurai Seller, in the event such Adsmurai Seller's employment is terminated by the Company; and

•

the Company has the right to purchase all of the remaining issued and outstanding shares of Adsmurai stock between January and June 2027.

Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer.

As a result of the put and call option redemption feature, and because the redemption is not solely within the control of the Company, the noncontrolling interest is considered redeemable, and is classified in temporary equity within the Company’s Consolidated Balance Sheets initially at its acquisition date fair value. The noncontrolling interest is adjusted each reporting period for income (or loss) attributable to the noncontrolling interest as well as any applicable distributions made. In addition, because the noncontrolling interest is not currently redeemable, but is probable that it will become redeemable, and because the Company has elected the immediate method to recognize changes in the redemption value as they occur, each reporting period a measurement period adjustment, if any, is recorded to adjust the noncontrolling interest to the higher of either the redemption value, assuming it was redeemable at the reporting date, or its carrying value. The fair value of the redeemable noncontrolling interest, which includes the Adsmurai Options Agreement, recognized on the acquisition date was $43.6 million. The fair value 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.

The following unaudited pro forma information has been prepared to give effect to the Company’s consolidation of Adsmurai as if the transaction had occurred on January 1, 2022. This pro forma information was adjusted to exclude acquisition fees and costs of $0.6 million for the year ended December 31, 2022, which were expensed in connection with the transaction. This pro forma

information does not purport to represent what the actual results of operations of the Company would have been had this transaction 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	Year Ended
	December 31,
	2023			2022
Pro Forma:
Total revenue	$	1,106,867		$	984,566
Net income (loss) attributable to common stockholders	$	(15,586	)	$	19,283

Basic and diluted earnings (loss) per share:
Net income (loss) per share, attributable to common stockholders, basic	$	(0.18	)	$	0.23
Net income (loss) per share, attributable to common stockholders, diluted	$	(0.18	)	$	0.22

Weighted average common shares outstanding, basic		87,901,938			85,391,163
Weighted average common shares outstanding, diluted		87,901,938			87,769,762

The table below presents the reconciliation of changes in redeemable noncontrolling interests (in thousands):


	Year Ended December 31,
	2023		2022
Beginning balance	$	-	$	-
Transfer of noncontrolling interest to redeemable noncontrolling interest		9,625		-
Acquisition of redeemable noncontrolling interest		33,975		-
Net income (loss) attributable to redeemable noncontrolling interest		158		-
Ending balance	$	43,758	$	-

Jack of Digital

On August 3, 2022, the Company acquired 15% of the issued and outstanding stock of a digital marketing services company that, together with its subsidiaries, does business under the name Jack of Digital ("Jack of Digital"), for $0.1 million. Jack of Digital serves as the exclusive advertising sales partner of ByteDance in Pakistan.

As of that date, the Company determined for accounting purposes that (i) Jack of Digital was a VIE because the equity investors at risk, as a group, lacked the characteristics of a controlling financial interest; and (ii) the Company was the primary beneficiary because it had the power to direct the activities of the entity that most significantly impacted the entity’s economic performance.

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 and the balance will be paid in annual installments through December 2025. Additionally, the transaction includes a contingent earn-out payment based upon the achievement of an EBITDA target in calendar year 2026, calculated as a predetermined multiple of EBITDA for that year. The total purchase price for the acquisition, including the fair value of the contingent consideration, was $1.4 million.

The following unaudited pro forma information has been prepared to give effect to the Company’s consolidation of Jack of Digital as if the transaction had occurred on January 1, 2022. This pro forma information was adjusted to exclude acquisition fees and costs of $0.3 million for the year ended December 31, 2022, which were expensed in connection with the transaction. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this transaction 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	Year Ended
	December 31,
	2023			2022
Pro Forma:
Total revenue	$	1,106,867		$	959,693
Net income (loss) attributable to common stockholders	$	(15,399	)	$	18,602

Basic and diluted earnings (loss) per share:
Net income (loss) per share, attributable to common stockholders, basic	$	(0.18	)	$	0.22
Net income (loss) per share, attributable to common stockholders, diluted	$	(0.18	)	$	0.21

Weighted average common shares outstanding, basic		87,901,938			85,391,163
Weighted average common shares outstanding, diluted		87,901,938			87,769,762

The table below presents the reconciliation of changes in noncontrolling interests (in thousands):


	Year Ended December 31,
	2023			2022
Beginning balance	$	14,947		$	-
Distributions to noncontrolling interest		(4,356	)		-
Transfer of noncontrolling interest to redeemable noncontrolling interest		(9,625	)
Acquisition of noncontrolling interest		(624	)		12,897
Net income (loss) attributable to noncontrolling interest		(342	)		2,050
Ending balance	$	-		$	14,947

BCNMonetize

On May 19, 2023, the Company acquired 100% of the issued and outstanding shares of stock of a global mobile app marketing solutions company headquartered in Barcelona, Spain, that, together with its subsidiaries, does business under the name BCNMonetize ("BCNMonetize"). 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, indebtedness 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 Company is in the process of completing the purchase price allocation for BCNMonetize. The following is a summary of the preliminary 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, the 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.

During the year ended December 31, 2023, since the acquisition date, BCNMonetize generated net revenue of $8.9 million, and net income of $1.1 million, excluding the impact of contingent consideration liability adjustments.

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, 2022. This pro forma information was adjusted to exclude acquisition fees and costs of

$0.2 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively, 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	Year Ended			Year Ended
	December 31,			December 31,
	2023			2022
Pro Forma:
Total revenue	$	1,112,880		$	971,845
Net income (loss) attributable to common stockholders	$	(13,896	)	$	22,770

Basic and diluted earnings (loss) per share:
Net income (loss) per share, attributable to common stockholders, basic	$	(0.16	)	$	0.27
Net income (loss) per share, attributable to common stockholders, diluted	$	(0.16	)	$	0.26

Weighted average common shares outstanding, basic		87,901,938			85,391,163
Weighted average common shares outstanding, diluted		87,901,938			87,769,762

Revenues

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

4. REVENUES

Disaggregated Revenue

The following table presents our revenues disaggregated by major source (in thousands):


	Year Ended December 31,
	2023		2022		2021
Digital advertising	$	932,730	$	747,103	$	555,338
Broadcast advertising		124,722		161,713		154,297
Spectrum usage rights		8,156		6,036		6,195
Retransmission consent		36,556		36,022		37,041
Other		4,703		5,335		7,321
Total revenue	$	1,106,867	$	956,209	$	760,192

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):


	Year Ended December 31,
	2023		2022		2021
Local direct	$	21,826	$	22,931	$	23,070
Local agency		54,485		54,094		59,865
National agency		48,411		84,688		71,362
Total revenue	$	124,722	$	161,713	$	154,297

The following table further disaggregates the Company’s revenue by geographical region, based on the location of the sales office (in thousands):


	Year Ended December 31,
	2023		2022		2021
U.S.	$	217,147	$	247,371	$	235,876
Latin America		615,960		518,100		466,638
EMEA (1)		155,300		99,464		26,780
Asia		118,460		91,274		30,898
Total revenue	$	1,106,867	$	956,209	$	760,192

(1) EMEA means Europe, Middle East and Africa. Substantially all revenue in EMEA is related to Europe.

Deferred Revenue

        (in thousands)

        December 31,
2022

        Increase

        Decrease

        December 31,
2023

        Deferred revenue

        $

        7,175

        4,114

        (7,175

        )

        $

        4,114

        (in thousands)

        December 31,
2021

        Increase

        Decrease

        December 31,
2022

        Deferred revenue

        $

        5,942

        7,175

        (5,942

        )

        $

        7,175

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

5. GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill for each of the Company’s operating segments for the years ended December 31, 2023 and 2022 is as follows (in thousands):


	December 31,		Purchase Price		Additions From		December 31,		Purchase Price		Additions From		December 31,
	2021		Adjustments		VIEs		2022		Adjustments		Acquisitions		2023
Digital	$	31,159	$	1,907	$	13,376	$	46,442	$	201	$	3,480	$	50,123
Television		40,549		—		—		40,549		—		—		40,549
Audio		—		—		—		—		—		—		—
Consolidated	$	71,708	$	1,907	$	13,376	$	86,991	$	201	$	3,480	$	90,672

The composition of the Company’s acquired intangible assets and the associated accumulated amortization as of December 31, 2023 and 2022 is as follows (in thousands):


			2023							2022
	Weighted average remaining life in years		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Television network affiliation agreements		4	$	60,043	$	(55,845	)	$	4,198	$	60,043	$	(54,755	)	$	5,288
Customer base		6		70,056		(26,652	)		43,404		68,276		(17,378	)		50,898
Pre-sold advertising contracts and other		4		9,653		(5,471	)		4,182		9,484		(3,859	)		5,625
Total assets subject to amortization:			$	139,752	$	(87,968	)	$	51,784	$	137,803	$	(75,992	)	$	61,811
Intangible assets not subject to amortization:
FCC licenses and spectrum usage rights									195,174							207,453
Total intangible assets								$	246,958						$	269,264

The aggregate amount of amortization expense for the years ended December 31, 2023, 2022 and 2021 was approximately $12.6 million, $10.7 million and $8.9 million, respectively. Estimated amortization expense for the next five years and thereafter is as follows (in thousands):


Estimated Amortization Expense	Amount
2024	$	11,862
2025		11,226
2026		7,017
2027		5,882
2028		5,602
Thereafter		10,195
Total	$	51,784

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.

The Company conducted its annual review of the fair value of the digital reporting unit. As of the 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 in Note 2, 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. The calculation of the fair value of the digital reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 0.5%, the fair value of the digital reporting unit would decrease by 2%. If the long term projected growth rate were to decrease by 1%, the fair value of the digital reporting unit would decrease by 1%.

As discussed in Note 19, on March 4, 2024, the Company received a communication from Meta that it intends to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company's, by July 1, 2024. For the fiscal years ended December 31, 2023 and 2022, ASP revenue from Meta represented approximately 53% and 49%, respectively, of the Company's consolidated revenue, and 63% and 63%, respectively, of the Company's digital segment revenue. As a result of this significant loss of revenue in the Company's digital segment, the Company is in the process of evaluating the potential impact of this subsequent event and expects there is a reasonable possibility that there will be a material change to the value of this asset.

During the years ended December 31, 2022 and 2021, the Company concluded that the digital reporting unit fair value exceeded its carrying value, resulting in no impairment charge.

The Company also conducted its annual review of the fair value of the television reporting unit. As of the annual goodwill testing date, October 1, 2023, there was $40.5 million of goodwill in the television reporting unit. Based on the assumptions and estimates in Note 2, the television reporting unit fair value exceeded its carrying value by 36%, resulting in no impairment charge for the year ended December 31, 2023. The calculation of the fair value of the reporting unit requires estimates of the discount rate and the long term projected growth rate. If that discount rate were to increase by 0.5%, the fair value of the television reporting unit would decrease by 2%. If the long term projected growth rate were to decrease by 0.5%, the fair value of the television reporting unit would decrease by 2%.

During the years ended December 31, 2022 and 2021, the Company concluded that the television reporting unit fair value exceeded its carrying value, resulting in no impairment charge.

The Company did not have any goodwill in its audio reporting unit at December 31, 2023 and 2022.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2023 and 2022. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

As a result of this impairment analysis, taking into consideration the foregoing factors, the Company recorded the following impairment charges:

•

For the year ended December 31, 2023, the Company recorded:

•

impairment charges of FCC licenses in its audio reporting unit in the amount of $12.3 million;

•

impairment charge related to Intangibles subject to amortization of $1.0 million in its digital reporting unit to reflect the termination of an agreement with a media company for which we act as commercial partner;

•

For the year ended December 31, 2022, the Company recorded impairment charges of FCC licenses in its television and audio reporting units in the amount of $0.9 million and $0.7 million, respectively.

•

For the year ended December 31, 2021, the Company recorded:

•

impairment charges of FCC licenses in its audio reporting unit in the amount of $0.1 million;

•

impairment charge related to Intangibles subject to amortization of $1.3 million in its digital reporting unit to reflect the termination effective in June 2022 of an agreement with a media company for which we act as commercial partner;

•

impairment charges related to Intangibles subject to amortization of $0.3 million and $1.3 million in its television and audio reporting units, respectively, to reflect the fair market value of assets held for sale.

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

6. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2023 and 2022 consists of (in millions):


	Estimated useful life (years)			2023			2022
Buildings	40		$	18.5		$	18.6
Construction in progress		—		4.4			5.2
Transmission, studio and other broadcast equipment	5-15			152.5			152.7
Office and computer equipment	3-7			54.7			44.8
Transportation equipment	5			3.9			4.5
Leasehold improvements and land improvements	Lesser of lease life or useful life			28.3			22.0
				262.3			247.8
Less accumulated depreciation				(197.6	)		(194.4	)
				64.7			53.4
Land				6.8			8.0
			$	71.5		$	61.4

Depreciation expense was $15.4 million, $14.9 million, and $13.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As part of the FCC auction for broadcast spectrum that concluded in 2017, the FCC has reassigned some stations to new post-auction channels and will reimburse station owners for the cost of the relocation. The Company received notification from the FCC that 17 of its stations have been assigned to new channels with an estimated reimbursable cost of approximately $16.0 million. The Company did not have gains on involuntary conversion associated with the repack process in 2023, and recorded gains of $0.2 million and $2.6 million in 2022 and 2021, respectively, which are presented as other operating gain in the Consolidated Statements of Operations.

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

7. 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 December 31, 2023:


(in thousands)
2024	$	10,346
2025		9,789
2026		8,162
2027		6,471
2028		5,703
Thereafter		29,370
Total minimum payments	$	69,841
Less amounts representing interest		(16,496	)
Less amounts representing tenant improvement allowance		(398	)
Present value of minimum lease payments		52,947
Less current operating lease liabilities		(7,282	)
Long-term operating lease liabilities	$	45,665

The Company’s existing leases have remaining terms of less than one year up to 27 years. The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of December 31, 2023 were 8.8 years and 6.2%, respectively. The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of December 31, 2022 were 8.8 years and 6.2%, respectively.

The following table summarizes lease payments and supplemental non-cash disclosures:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Cash paid for amounts included in lease liabilities:

Operating cash flows from operating leases	$	8,483	$	9,680	$	10,265
Non-cash additions to operating lease assets	$	6,762	$	31,125	$	6,950

The following table summarizes the components of lease expense:


	Year Ended December 31,
(in thousands)	2023		2022		2021
Operating lease cost	$	9,832	$	9,203	$	8,299
Variable lease cost		1,026		1,143		1,469
Short-term lease cost		3,878		2,705		1,710
Total lease cost	$	14,736	$	13,051	$	11,478

For the year ended December 31, 2023, lease cost of $5.7 million, $7.8 million and $1.2 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the year ended December 31, 2022, lease cost of $6.0 million, $6.2 million and $0.9 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the year ended December 31, 2021, lease cost of $6.1 million, $4.8 million and $0.6 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively.

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of December 31, 2023 and 2022 consist of (in millions):


	2023		2022
Accounts payable	$	108.2	$	75.2
Accrued payroll and compensated absences		13.5		15.6
Accrued bonuses		5.4		9.3
Professional fees		0.8		0.2
Deferred revenue		4.1		7.2
Accrued national representation fees		1.3		1.7
Income taxes payable		8.1		7.2
Other taxes payable		14.0		11.3
Amounts due under joint sales agreements		0.4		0.5
Accrued property taxes		2.4		2.0
Accrued capital expenditures		2.0		2.1
Accrued media costs – digital		78.4		62.1
Accrued contingent consideration		9.3		36.5
Other		6.9		6.5
	$	254.8	$	237.4

Long Term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Long Term Debt

9. LONG TERM DEBT

Long-term debt as of December 31, 2023 and 2022 is summarized as follows (in millions):


	2023			2022
Term Loan Facility	$	207.8		$	209.3
Other long term debt		2.9			4.5
Less current maturities		(10.0	)		(5.3	)
		200.7			208.5
Less unamortized debt issuance costs		(1.1	)		(1.2	)
	$	199.6		$	207.3

The scheduled maturities of long-term debt and interest payments schedule as of December 31, 2023 are as follows (in millions):


Year	Principal Maturity		Interest Payments (1)
2024	$	10.0	$	17.3
2025		10.4		16.6
2026		10.2		15.7
2027		10.2		14.9
2028		169.2		2.9
Thereafter		0.7		—
	$	210.7	$	67.4

(1) Interest payments are based on an assumed rate of 8.21%, which was the rate as of December 31, 2023 for the associated 2023 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 December 31, 2022, the interest rate on the Company's Term Loan B was 7.13%. 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 December 31, 2023, the interest rate on the Company's Term A Facility and the drawn portion of the Revolving Credit Facility was 8.21%.

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.

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 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 December 31, 2023, 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 December 31, 2023 approximated its fair value and was $195.1 million, net of $1.1 million of unamortized debt issuance costs and original issue discount.

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

10. FAIR VALUE MEASUREMENTS

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 consolidated balance sheets (in millions):


	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	$	28.0	$	—		—	$	28.0

Nonrecurring fair value measurements:
FCC licenses	$	27.6		—		—	$	27.6	$	(12.3	)


	December 31, 2022
	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	$	1.4	$	1.4	$	—	$	—
Corporate bonds and notes	$	44.5			$	44.5	$

Liabilities:
Contingent consideration	$	63.8	$	—		—	$	63.8

Nonrecurring fair value measurements:
FCC licenses	$	24.5		—		—	$	24.5	$	(1.6	)

The Company held investments in a money market fund, corporate bonds and notes. The majority of the carrying value of the corporate bonds and asset-backed securities held by the Company are investment grade.

The Company’s money market account is comprised of cash and cash equivalents.

The Company’s available for sale debt securities are comprised of corporate bonds and notes. 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 Cash and cash equivalents and Marketable securities in the 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 Statements of Operations and were determined on a specific identification basis.

As of December 31, 2023, 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	$	2,811	$	(25	)
Due after one year		10,520		(134	)
Total	$	13,331	$	(159	)

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 December 31, 2023 and December 31, 2022, the Company determined that a credit loss allowance is not required.

Included in interest income for the years ended December 31, 2023, 2022 and 2021 was interest income related to the Company’s available for sale securities of $1.3 million, $2.1 million and $0.2 million, respectively.

The fair value of the contingent consideration is related to the acquisitions of:

•

the remaining 49% of the issued and outstanding shares of stock of a digital advertising solutions company that, together with its subsidiaries, does business under the name Cisneros Interactive ("Cisneros Interactive").

As of December 31, 2022, the contingent consideration was $41.4 million, of which $30.0 million was a current liability and $11.4 million was a noncurrent liability. As of December 31, 2023 the contingent consideration was $8.0 million, all of which is a current liability. The change in the fair value of the contingent consideration during the years ended December 31, 2023 and 2022, of $5.8 million income and $9.6 million expense, respectively, is reflected in the Consolidated Statements of Operations.

•

100% of the issued and outstanding shares of stock of a digital advertising solutions company in Southeast Asia that, together with its subsidiaries, does business under the name MediaDonuts ("MediaDonuts").

As of December 31, 2022, the contingent consideration was $22.2 million, of which $6.5 million was a current liability and $15.7 million was a noncurrent liability. As of December 31, 2023, the contingent consideration was $17.8 million, all of which is a noncurrent liability. The change in the fair value of the contingent consideration during the years ended December 31, 2023 and 2022, of $2.5 million expense and $6.4 million expense, respectively, is reflected in the Consolidated Statements of Operations.

•

100% of the issued and outstanding shares of stock of a digital advertising solutions company headquartered in South Africa, that, together with its subsidiaries, does business under the name 365 Digital ("365 Digital"). During the fourth quarter of 2023 the Company sold 100% of the issued and outstanding shares of 365 Digital for a de minimis amount. The sale resulted in a loss of $2.2 million, which is reflected as other operating loss in the Consolidated Statements of Operations.

As of December 31, 2022, the contingent consideration was $0.2 million, all of which was a noncurrent liability. As of December 31, 2023 the contingent consideration was $0.0 million. The change in the fair value of the contingent consideration during the years ended December 31, 2023 and 2022, of $0.5 million expense and $1.8 million income, respectively, is reflected in the Consolidated Statements of Operations.

•

the remaining 85% of the issued and outstanding shares of stock of Jack of Digital.

As of December 31, 2023, the contingent consideration was $0.3 million, all of which is a noncurrent liability.

•

100% of the issued and outstanding shares of stock of BCNMonetize.

As of December 31, 2023, the contingent consideration was $1.9 million, of which $1.2 million is a current liability and $0.7 million is a noncurrent liability. The change in the fair value of the contingent consideration during the year ended December 31, 2023, of $0.3 million expense, is reflected in the Consolidated Statements of Operations.

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. The following table presents the changes in the contingent consideration (in millions):


	Year Ended December 31,
	2023			2022
Beginning balance	$	63.8		$	114.9
Additions from acquisitions		1.9			—
Payments to sellers		(35.2	)		(65.3	)
(Gain) loss recognized in earnings		(2.5	)		14.2
Ending balance	$	28.0		$	63.8

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

11. INCOME TAXES

The components of income (loss) before income taxes for the years ended December 31, 2023, 2022 and 2021 (in millions):


	2023			2022		2021
Domestic	$	(42.1	)	$	14.2	$	35.9
Foreign		23.7			17.5		18.0
Income (loss) before income taxes	$	(18.4	)	$	31.7	$	53.9

The income tax expense (benefit) from continuing operations for the years ended December 31, 2023, 2022 and 2021 (in millions):


	2023			2022			2021
Current
Federal	$	0.4		$	8.6		$	1.8
State		0.5			1.4			1.9
Foreign		8.2			5.3			7.4
	$	9.1		$	15.3		$	11.1
Deferred
Federal	$	(5.6	)	$	(1.6	)	$	9.6
State		(2.0	)		0.2			0.4
Foreign		(4.3	)		(2.3	)		(2.4	)
		(11.9	)		(3.7	)		7.6
Income tax expense (benefit)	$	(2.8	)	$	11.6		$	18.7

The income tax expense (benefit) differs from the amount of income tax expense (benefit) determined by applying the Company’s federal corporate income tax rate of 21% to pre-tax income for the years ended December 31, 2023, 2022 and 2021 due to the following (in millions):


	2023			2022			2021
Computed “expected” income tax expense (benefit)	$	(3.9	)	$	6.7		$	11.3
Change in income tax resulting from:
State taxes, net of federal benefit		(1.3	)		1.2			1.9
Change in fair value of earnout		(1.0	)		3.3			2.7
Non-deductible executive compensation		1.9			2.1			1.2
Non-deductible expenses		0.3			0.5			0.2
Foreign GILTI income		0.4			1.6			4.1
Foreign Permanent Differences including U.S. GAAP to Statutory Differences		2.0			(1.6	)		2.8
Foreign Non-Territorial Income		(5.9	)		(4.5	)		(6.9	)
Foreign rate differential		0.9			0.7			—
Foreign Withholdings		0.5			—			—
Transaction costs		0.2			0.1			0.2
Change in valuation allowance		1.3			2.9			0.2
Change in tax rate		(1.0	)		(0.4	)		(0.1	)
Disposal of subsidiary tax benefit		(0.7	)		—			—
Stock compensation		1.4			0.5			(0.8	)
Change in unrecognized tax benefits		(0.1	)		(2.3	)		(0.3	)
Other		2.2			0.8			2.2
	$	(2.8	)	$	11.6		$	18.7

The components of the deferred tax assets and liabilities at December 31, 2023 and 2022 consist of the following (in millions):


		2023			2022
Deferred tax assets:
Accrued expenses	$	1.6		$	1.3
Accounts receivable		1.6			2.6
Net operating loss carryforward		6.7			6.4
Stock-based compensation		2.7			2.1
Interest expense carryforward		1.4			—
Lease obligations		13.0			11.7
Other comprehensive income		—			0.3
Other		2.8			0.7
Total deferred tax assets		29.8			25.1
Valuation allowance		(5.3	)		(4.9	)
Net deferred tax assets	$	24.5		$	20.2
Deferred tax liabilities:
Intangible assets	$	(64.1	)	$	(69.5	)
Property and equipment		(2.6	)		(3.7	)
Lease assets		(10.7	)		(10.8	)
Other		(1.5	)		(1.2	)
Total deferred tax liabilities		(78.9	)		(85.2	)
Net deferred tax liabilities	$	(54.4	)	$	(65.0	)

Reported as:
Deferred tax assets	$	5.0		$	2.6
Deferred tax liabilities		(59.4	)		(67.6	)
Net Deferred tax liabilities	$	(54.4	)	$	(65.0	)

As of December 31, 2023, the Company has certain U.S. state and foreign net operating loss carryforwards of approximately $40.7 million, and $16.8 million, respectively, available to offset future taxable income. The state net operating loss carryforwards will expire during the years 2028 through 2038, to the extent they are not utilized. The foreign net operating loss carryforwards will expire during the years 2026 through 2037 in various jurisdictions, in various other jurisdictions, net operating loss carryforwards do not expire.

Utilization of the Company’s state net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code (the "Code") or similar state provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization. As of December 31, 2023, the Company believes that utilization of its state net operating losses are not limited under any ownership change limitations provided under the Code or under similar state statutes.

Due to the enactment of Tax Cuts and Jobs Act (“the Tax Act”) in December 2017, the Company is subject to a tax on global intangible low-taxed income (“GILTI”). GILTI is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. Companies subject to GILTI have the option to account for the GILTI tax as a period cost if and when incurred, or to recognize deferred taxes for temporary differences including outside basis differences expected to reverse as GILTI. The Company has elected to account for GILTI as a period cost, and therefore has included GILTI expense in its effective tax rate calculation for the period.

The Company periodically evaluates the realizability of the deferred tax assets and, if it is determined that it is more likely than not that the deferred tax assets are realizable, adjusts the valuation allowance accordingly. Valuation allowances are established and maintained for deferred tax assets on a “more likely than not” threshold. The process of evaluating the need to maintain a valuation allowance for deferred tax assets is highly subjective and requires significant judgment. The Company has considered the following possible sources of taxable income when assessing the realization of the deferred tax assets: (1) future reversals of existing taxable temporary differences; (2) taxable income in prior carryback years; (3) future taxable income exclusive of reversing temporary differences and carryforwards; and (4) tax planning strategies. Based on the Company’s analysis and a review of all positive and negative evidence such as historical operations, future projections of taxable income and tax planning strategies that are prudent and feasible, the Company determined that it was more likely than not that its deferred tax assets would be realized for all jurisdictions with the exception of the Company’s digital operations located in Spain, Uruguay, Mexico and Argentina. As a result of recurring losses from the digital operations primarily in these countries, the Company has determined that it is more likely than not that deferred tax assets of approximately $4.2 million at December 31, 2023 will not be realized and therefore the Company has established a valuation allowance on those assets. In addition, the Company has determined that it is more likely than not its foreign tax credits carryovers of $1.1 million generated for 2023 and previous years will not be utilized and accordingly has recorded a valuation allowance of $1.1 million on them.

The Company addresses uncertainty in tax positions according to the provisions of ASC 740, “Income Taxes”, which clarifies the accounting for income taxes by establishing the minimum recognition threshold and a measurement attribute for tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements.

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions):


	Amount
Balance at December 31, 2021	$	3.2
Decrease in balances related to prior year tax positions		(2.1	)
Interest accrued		0.6
Increase in balances related to prior year tax positions		1.2
Balance at December 31, 2022	$	2.9
Decrease in balances related to prior year tax positions		(0.3	)
Interest accrued		0.2
Balance at December 31, 2023	$	2.8

As of December 31, 2023, the Company had $2.8 million of gross unrecognized tax benefits for uncertain tax positions, of which $0.1 million would affect the effective tax rate if recognized.

As of December 31, 2023, the Company does not anticipate that the amount of unrecognized tax benefits to decrease within the next 12 months.

The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2023, the Company had $0.4 million of accrued interest and penalties related to uncertain tax positions.

The Company is subject to taxation in the United States, various states and various foreign jurisdictions. The tax years 2020 to 2022 and 2019 to 2022 remain open to examination by federal and state taxing jurisdictions, respectively. For foreign jurisdictions, the tax years 2010 to 2022 may remain open to examination by certain foreign jurisdictions.

The Company intends to indefinitely reinvest its unremitted earnings in its foreign subsidiaries except for our Uruguay subsidiary Tirkel S.A., and accordingly has provided a deferred tax liability of $0.8 million on those earnings. The Company has not determined at this time an estimate of total amount of other entities unremitted earnings, as it is not practical at this time.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. COMMITMENTS AND CONTINGENCIES The Company has non-cancelable agreements with certain media research and ratings providers, expiring at various dates through June 2028, to provide television and radio audience measurement services. Pursuant to these agreements, as of December 31, 2023, the Company is obligated to pay these providers a total of approximately $41.6 million. In addition, as of December 31, 2023, the Company has commitments consisting primarily of obligations for software licenses utilized by the Company's sales team of approximately $8.0 million. The 2024 and 2025 annual commitments total approximately $12.9 million and $11.8 million, respectively. The annual commitments beyond 2025 total approximately $24.9 million.

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

13. STOCKHOLDERS’ EQUITY

The Company’s Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") authorizes both common and preferred stock.

Common Stock

The Company’s common stock has two classes, identified as Class A common stock and Class U common stock. The holders of the Company’s Class A common stock and Class U common stock have the same rights except with respect to voting, convertibility and transfer. The 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 Federal Communications Commission, or FCC, license with respect to television stations which are affiliates of TelevisaUnivision, among other things. Holders of Class A and Class U common stock are entitled to dividends as and when declared by the Company's Board of Directors.

During the year ended December 31, 2023, the Company paid cash dividends totaling $0.20 per share, or $17.6 million in the aggregate, on all shares of Class A and Class U common stock. During the year ended December 31, 2022, the Company paid cash dividends totaling $0.10 per share, or $8.5 million in the aggregate, on all shares of Class A, Class U and previously-outstanding Class B common stock (the last-mentioned of which was converted into shares of Class A common stock on December 31, 2022). During the year ended December 31, 2021, the Company paid cash dividends totaling $0.10 per share, or $8.5 million in the aggregate, on all shares of Class A, Class U and previously-outstanding Class B common stock.

Preferred Stock

As of December 31, 2023 and 2022, there were no shares of any series of preferred stock issued and outstanding.

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.

The Company did not repurchase any shares during the year ended December 31, 2023. During the year ended December 31, 2022, 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. The Company did not repurchase any shares during the year ended December 31, 2021.

Treasury stock is included as a deduction from equity in the Stockholders’ Equity section of the consolidated balance sheets. Shares repurchased pursuant to the Company’s share repurchase program are retired during the same calendar year.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Equity Incentive Plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans

14. EQUITY INCENTIVE PLANS

In May 2004, the Company adopted its 2004 Equity Incentive Plan (“2004 Plan”), which replaced its 2000 Omnibus Equity Incentive Plan (“2000 Plan”). The 2000 Plan had allowed for the award of up to 11,500,000 shares of Class A common stock. The 2004 Plan, as originally adopted, allowed for the award of up to 10,000,000 shares of Class A common stock, plus any grants remaining available at its adoption date under the 2000 Plan. Awards under the 2004 Plan may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, RSUs or PSUs. The 2004 Plan is administered by a committee appointed by the Board. This committee determines the type, number, vesting requirements and other features and conditions of such awards.

The 2004 Plan was amended by the Compensation Committee effective July 13, 2006 to (i) eliminate automatic option grants for non-employee directors, making any grants to such directors discretionary by the Compensation Committee and (ii) eliminate the three-year minimum vesting period for performance-based restricted stock and restricted stock units, making the vesting period for such grants discretionary by the Compensation Committee.

The 2004 Plan was further amended by the Board of Directors on April 28, 2014, and approved by the stockholders at the 2014 annual meeting of stockholders on May 29, 2014, to extend the term of the 2004 Plan until May 29, 2024.

The 2004 Plan was further amended by the Board of Directors effective April 29, 2021, and approved by the stockholders at the 2021 annual meeting of stockholders on May 27, 2021, to increase the number of shares of Class A common stock issuable under the 2004 Plan by 8,000,000 shares, for a total of 18,000,000 shares issuable thereunder.

In June 2023, the Company adopted its 2023 Inducement Plan (“Inducement Plan”), reserving 2,000,000 shares of the Company’s Class A common stock to be used exclusively for grants of equity-based awards to individuals who were not previously employees of the Company, as an inducement material to the individual’s employment with the Company. The terms and conditions of the Inducement Plan are substantially similar to the Company's 2004 Plan. The Company granted the following awards to Michael Christenson in July 2023 upon his being hired as Chief Executive Officer: (i) an initial one-time award of 1,000,000 RSUs and (ii) an initial one-time award of 1,000,000 PSUs.

The Company has issued stock options, RSUs and PSUs to various other employees and non-employee directors of the Company in addition to non-employee service providers under the Company's equity incentive plans. As of December 31, 2023, there were approximately 3.0 million securities remaining available for future issuance under equity compensation plans.

Stock Options

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. Stock-based compensation expense related to stock options is based on the fair value on the date of grant and is amortized over the vesting period, generally between 1 to 4 years. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of stock options granted is based on historical contractual life and the vesting data of the stock options. The risk-free rate for periods within the contractual life of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant.

There were no stock options granted during the years ended December 31, 2023, 2022, and 2021.

The following is a summary of stock option activity: (in thousands, except exercise price data and contractual life data):


Options	Number of Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		884		$	2.17			$	722
Exercised		(533	)		2.09				1,559
Forfeited or cancelled		-			-
Outstanding at December 31, 2021		351			2.28				1,577
Exercised		(91	)		1.71				381
Forfeited or cancelled		-			-
Outstanding at December 31, 2022		260			2.48				605
Exercised		(260	)		2.48				933
Forfeited or cancelled		-			-
Outstanding at December 31, 2023		-			-		-		-
Vested and Exercisable at December 31, 2023		-			-		-		-

There was no stock-based compensation expense related to the Company’s employee stock options for the years ended December 31, 2023, 2022 and 2021.

Restricted Stock Units

The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.

The following is a summary of non-vested RSUs activity: (in thousands, except grant date fair value data):


	Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested balance at December 31, 2020		3,371		$	3.12
Granted		3,200			6.49
Vested		(1,926	)		4.35
Forfeited or cancelled		(115	)		3.03
Nonvested balance at December 31, 2021		4,530			5.00
Granted		3,555			5.43
Vested		(3,491	)		5.10
Forfeited or cancelled		(151	)		5.35
Nonvested balance at December 31, 2022		4,443			5.26
Granted		4,869			6.06
Vested		(2,686	)		5.49
Forfeited or cancelled		(269	)		6.17
Nonvested balance at December 31, 2023		6,357			5.74

Stock-based compensation expense related to grants of RSUs was $23.0 million, $20.0 million and $9.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, there was approximately $17.0 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.

The fair value of shares vested related to grants of RSUs was $14.0 million, $18.1 million, and $8.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company’s RSUs are net settled by withholding shares of the Company’s common stock to cover minimum statutory incomes taxes and remitting the remaining shares of the Company’s common stock to an individual’s brokerage account. Authorized shares of the Company’s common stock are used to settle RSUs.

Performance Stock Units

In connection with the hiring of the Company's CEO in July 2023, the Company has granted the CEO PSUs, which are subject to both time-based vesting conditions and market-based conditions. Both the service and the market condition 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 number 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.

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 $0.7 million for the year ended December 31, 2023.

As of December 31, 2023, there was $2.6 million of total unrecognized compensation expense related to grants of PSUs that is expected to be recognized over a weighted-average period of 2.6 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:



Stock price at issuance	$	4.39
Expected volatility		58.0	%
Risk-free interest rate		4.13	%
Expected term		5.0
Expected dividend yield		0	%

During the year ended December 31, 2023, 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, 2022		-	$	-
Granted		1,000		3.29
Vested		-		-
Forfeited or cancelled		-		-
Nonvested balance at December 31, 2023		1,000		3.29

Related-Party Transactions

12 Months Ended

Dec. 31, 2023

Related-Party Transactions

15. RELATED-PARTY TRANSACTIONS

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.

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.

At December 31, 2023, TelevisaUnivision owns approximately 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.

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. 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 MVPDs. During the years ended December 31, 2023, 2022 and 2021, retransmission consent revenue accounted for approximately $36.6 million, $36.0 million and $37.0 million, respectively, of which $25.5 million, $24.9 million and $25.9 million, respectively, relate to the TelevisaUnivision proxy agreement. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement.

The following tables reflect the related-party balances with TelevisaUnivision and other related parties (in thousands):


	Univision				Other				Total
	December 31,				December 31,				December 31,
	2023		2022		2023		2022		2023		2022
Trade receivables	$	10,051	$	5,814	$	—	$	—	$	10,051	$	5,814
Other current assets		—		—		274		274		274		274
Intangible assets subject to amortization, net (2)		2,785		3,714		—		—		2,785		3,714
Accounts payable		953		1,097		118		118		1,071		1,215


	Univision
	2023		2022		2021
Direct operating expenses (1)	$	6,050	$	8,095	$	8,412
Amortization		928		928		1,228

(1)

Consists of national representation fees paid to TelevisaUnivision.

(2)

Consists of intangible rights originally acquired from TelevisaUnivision.

In addition, the Company also had accounts receivable from third parties in connection with a joint sales agreement between the Company and TelevisaUnivision. As of December 31, 2023 and 2022 these balances totaled $0.3 million and $0.5 million, respectively.

In May 2007, the Company entered into an affiliation agreement with LATV Networks, LLC (“LATV”). Pursuant to the affiliation agreement, the Company will broadcast programming provided to the Company by LATV on one of the digital multicast channels of certain of the Company’s television stations. Under the affiliation agreement, there are no fees paid for the carriage of programming, and the Company generally retains the right to sell approximately five minutes per hour of available advertising time. Since July 2022, the Company owns 15% of the stock of LATV. The Company believes that LATV is majority-owned and controlled by the family of Walter F. Ulloa, the Company's former Chief Executive Officer, who died on December 31, 2022.

In May 2023, the Company entered into a cooperation agreement (the "Cooperation Agreement") with Mr. Ulloa's estate, Alexandra Seros, who is Mr. Ulloa's widow, and two affiliated trusts (collectively the "Stockholders"). Pursuant to the Cooperation Agreement, the Company agreed to nominate the Stockholders' candidate to the Company's Board of Directors, and the Stockholders agreed to certain commitments and restrictions related to their ownership of the Company's stock.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//850/tableOfContent

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+ Details

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) includes foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, and the cumulative unrealized gains and losses of marketable securities. The following table provides a roll forward of accumulated other comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021 (in thousands):


	Foreign Currency Translation			Marketable Securities			Total
Accumulated other comprehensive income (loss) as of January 1, 2021	$	(1,484	)	$	428		$	(1,056	)
Other comprehensive income (loss)		184			(113	)		71
Income tax (expense) benefit		—			8			8
Other comprehensive income (loss), net of tax		184			(105	)		79
Accumulated other comprehensive income (loss) as of December 31, 2021	$	(1,300	)	$	323		$	(977	)
Other comprehensive income (loss)		(45	)		(1,353	)		(1,398	)
Income tax (expense) benefit		—			454			454
Amounts reclassified from AOCI		—			532			532
Income tax (expense) benefit		—			(121	)		(121	)
Other comprehensive income (loss), net of tax		(45	)		(488	)		(533	)
Accumulated other comprehensive income (loss) as of December 31, 2022	$	(1,345	)	$	(165	)	$	(1,510	)
Other comprehensive income (loss)		88			586			674
Income tax (expense) benefit		—			(150	)		(150	)
Amounts reclassified from AOCI		—			91			91
Income tax (expense) benefit		—			(20	)		(20	)
Other comprehensive income (loss), net of tax		88			507			595
Accumulated other comprehensive income (loss) as of December 31, 2023	$	(1,257	)	$	342		$	(915	)

Litigation	12 Months Ended
Litigation	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Litigation	17. LITIGATION 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.

Segment Data

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Data

18. SEGMENT DATA

The Company’s management has determined that the Company operates in three reportable segments as of December 31, 2023, 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 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 80%, 74% and 69% and of its revenue outside the United States during the years ended December 31, 2023, 2022 and 2021, respectively (see Note 4).

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):


	Year Ended December 31,								% Change			% Change
		2023			2022		2021		2023 to 2022			2022 to 2021
Net Revenue
Digital	$	932,730		$	747,103	$	555,338			25	%		35	%
Television		120,937			144,730		146,839			(16	)%		(1	)%
Audio		53,200			64,376		58,015			(17	)%		11	%
Consolidated		1,106,867			956,209		760,192			16	%		26	%
Cost of revenue - digital		800,401			623,916		466,517			28	%		34	%
Direct operating expenses
Digital		37,839			32,518		25,481			16	%		28	%
Television		60,699			61,301		63,016			(1	)%		(3	)%
Audio		29,932			28,792		27,952			4	%		3	%
Consolidated		128,470			122,611		116,449			5	%		5	%
Selling, general and administrative expenses
Digital		57,928			41,612		26,123			39	%		59	%
Television		20,183			20,657		18,381			(2	)%		12	%
Audio		13,868			12,896		12,081			8	%		7	%
Consolidated		91,979			75,165		56,585			22	%		33	%
Depreciation and amortization
Digital		16,085			12,148		8,377			32	%		45	%
Television		10,586			11,126		12,477			(5	)%		(11	)%
Audio		1,336			2,423		1,566			(45	)%		55	%
Consolidated		28,007			25,697		22,420			9	%		15	%
Segment operating profit (loss)
Digital		20,477			36,909		28,840			(45	)%		28	%
Television		29,469			51,646		52,965			(43	)%		(2	)%
Audio		8,064			20,265		16,416			(60	)%		23	%
Consolidated		58,010			108,820		98,221			(47	)%		11	%
Corporate expenses		50,294			49,404		32,993			2	%		50	%
Change in fair value of contingent consideration		(2,539	)		14,210		8,224		*				73	%
Impairment charge		13,267			1,600		3,023			729	%		(47	)%
Foreign currency (gain) loss		900			2,972		508			(70	)%		485	%
Other operating (gain) loss		609			382		(6,998	)		59	%	*
Operating income (loss)	$	(4,521	)	$	40,252	$	60,471		*				(33	)%
Capital expenditures
Digital	$	6,030		$	6,186	$	2,073
Television		13,199			5,887		2,833
Audio		7,974			561		705
Consolidated	$	27,203		$	12,634	$	5,611
Total assets
Digital	$	425,624		$	408,027	$	309,347
Television		342,818			363,904		433,303
Audio		97,504			108,910		108,692
Consolidated	$	865,946		$	880,841	$	851,342

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Subsequent Event

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Event

19. SUBSEQUENT EVENT

Through Entravision Global Partners, the Company's digital commercial partnerships business, the Company acts as an intermediary between primarily global media companies and advertisers. These global media companies include Meta, for whom the Company acts as an ASP, ByteDance, X Corp., Spotify, Snap and Pinterest, as well as other media companies, in 31 countries throughout the world.

On March 4, 2024, the Company received a communication from Meta that it intends 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 years ended December 31, 2023 and 2022, ASP revenue from Meta represented approximately 53% and 49%, respectively, of the Company’s consolidated revenue, and 63% and 63%, respectively, of the Company’s digital segment revenue.

As of December 31, 2023, the Company had Goodwill of $50.1 million, Intangible assets subject to amortization of $47.3 million and Property and equipment, net of accumulated depreciation of $8.2 million in its digital segment. As a result of this

significant loss of revenue in the Company's digital segment, the Company is in the process of evaluating the potential impact of this subsequent event and expects there is a reasonable possibility that there will be a material change to the value of these assets. The Company cannot make an estimate of the impact of this subsequent event on its Net income attributable to common stockholders.

Schedule II - Consolidated Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Consolidated Valuation and Qualifying Accounts

SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

(In thousands)


Description	Balance at Beginning of Period		Charged / (Credited) to Expense		Other Adjustments (1)		Deductions			Balance at End of Period
Allowance for doubtful accounts
Year ended December 31, 2023	$	6,572	$	2,170	$	103	$	(3,126	)	$	5,719
Year ended December 31, 2022	$	6,398	$	3,436	$	81	$	(3,343	)	$	6,572
Year ended December 31, 2021	$	3,790	$	3,469	$	67	$	(928	)	$	6,398

(1)

Other adjustments represent recoveries and increases in the allowance for doubtful accounts.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its variable interest entities (each, a "VIE"). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in the Company’s prior period consolidated financial statements and notes to the financial statements have been reclassified to conform to current period presentation.

Variable Interest Entities

In accordance with the provisions of the Financial Accounting Standards Board or ASC 810, “Consolidation,” the Company evaluates entities for which control is achieved through means other than voting rights to determine if the Company is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics:(1) the entity has insufficient equity to permit it to finance its activities without additional subordinated financial support; (2) equity holders, as a group, lack the characteristics of a controlling financial interest; or (3) the entity is structured with non-substantive voting rights. The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that the Company is the primary beneficiary of such entity.

In determining whether it is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; and the significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions.

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. See Note 3 for more details.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company’s operations are affected by numerous factors, including changes in audience acceptance (i.e. ratings), priorities of advertisers, new laws and governmental regulations, and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television, radio, or digital advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s operations and cash flows. Significant estimates and assumptions made by management are used for, but not limited to, the allowance for doubtful accounts, stock-based compensation, the estimated useful lives of long-lived and intangible assets, the recoverability of such assets by their estimated future

undiscounted cash flows, the fair value of reporting units and indefinite life intangible assets, fair value of contingent consideration, disclosure of the fair value of debt, deferred income taxes and the purchase price allocations used in the Company’s acquisitions.

As disclosed in Note 19, on March 4, 2024, the Company received a communication from Meta that it intends to wind down its Authorized Sales Partner (ASP) program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024. For the fiscal years ended December 31, 2023 and 2022, ASP revenue from Meta represented approximately 53% and 49%, respectively, of the Company’s consolidated revenue, and 63% and 63%, respectively, of the Company’s digital segment revenue.

As of December 31, 2023, the Company had Goodwill of $50.1 million, Intangible assets subject to amortization of $47.3 million and Property and equipment, net of accumulated depreciation of $8.2 million in its digital segment. The Company is in the process of evaluating the potential impact of this subsequent event and expects there is a reasonable possibility that there will be a material change to the value of these assets.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in general checking accounts, money market accounts and commercial paper. Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value. The Company had $87.3 million and $89.7 million in cash and cash equivalents held outside the United States as of December 31, 2023 and 2022, respectively.

Restricted Cash

As of December 31, 2023 and 2022, the Company’s balance sheet includes $0.8 million in restricted cash as temporary collateral for the Company’s letters of credit.

The Company's cash and cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, was as follows (in thousands):


	As of December 31,
	2023		2022		2021
Cash and cash equivalents	$	105,739	$	110,691	$	185,094
Restricted cash		770		753		749
Total as presented in the Consolidated Statements of Cash Flows	$	106,509	$	111,444	$	185,843