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STOCKHOLDERS' DEFICIT | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
STOCKHOLDERS' DEFICIT | STOCKHOLDERS' DEFICIT Pursuant to the Company's 2019 Equity Incentive Plan ("2019 Plan"), the Company historically granted restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals. On April 21, 2021, our 2021 Long-Term Incentive Award Plan ("2021 Plan") was approved by stockholders and replaced the 2019 Plan. At our 2023 Annual Meeting of Stockholders, an increase to the shares authorized for issuance under the 2021 Plan was approved. Pursuant to our 2021 Plan, we will continue to grant equity awards covering shares of the Company's Class A common stock to certain key individuals. The 2019 Plan and 2021 Plan are designed to provide an incentive to certain key members of management and service providers of the Company or any of its subsidiaries and non-employee members of the and to offer an additional inducement in obtaining the services of such individuals. The 2019 Plan provided for the grant of (a) options and (b) restricted stock units, which, in each case, may be subject to contingencies or restrictions as set forth under the plan and applicable award agreement. The 2021 Plan provides for the grant of (a) incentive and non-incentive options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units, (e) other stock or cash-based awards and (f) dividend equivalents. The aggregate number of shares of Class A common stock that may be issued with respect to which awards may be granted under the 2021 Plan is equal to the sum of (a) 19,000,000 shares of Class A common stock plus (b) shares of Class A common stock which are subject to outstanding awards under the 2019 Plan, and become available for issuance under the 2021 Plan (which may not exceed 10,743,222 shares of Class A common stock). Such shares of common stock may consist either in whole or in part of authorized but unissued shares of common stock, shares purchased on the open market, or shares of common stock held in the treasury of the Company. The Company shall at all times during the term of the plan reserve and keep available such number of shares of common stock as will be sufficient to satisfy the requirements of the plan. Share-Based Compensation Stock Options Options granted under the 2021 Plan may not have a term that exceeds ten years. The term of each option granted pursuant to the 2019 Plan may not exceed (a) six years from the date of grant thereof in the case of the options granted as Emergence Awards and (b) ten years from the date of grant thereof in the case of all other options; subject, however, in either case, to earlier termination as hereinafter provided. Options granted under the 2019 Plan and 2021 Plan are exercisable at such time or times and subject to such terms and conditions as shall be determined by the Compensation Committee of the Board (the "Committee") at the time of grant. No options granted under the 2019 Plan or the 2021 Plan provide for any dividends or dividend equivalents thereon. The Company accounts for its share-based payments using the fair value recognition provisions of ASC 718-10, Compensation—Stock Compensation. The fair value of options that vest based on continued service is estimated on the grant date using a Black-Scholes option-pricing model. Expected volatilities were based on historical volatility of peer companies’ stock, including the Company, over the expected life of the options. The expected life of the options granted represents the period of time that the options granted are expected to be outstanding. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the option. The Company does not estimate forfeitures at grant date, but rather has elected to account for forfeitures when they occur. There were no options granted during the years ended December 31, 2024, 2023, or 2022. The following table presents a summary of the Company's stock options outstanding at and stock option activity during the year ended December 31, 2024 ("Price" reflects the weighted average exercise price per share):
(In thousands, except per share data) | Options |  | Price |  | Weighted Average Remaining Contractual Term
Outstanding, January 1, 2024 | 7,188 |  |  | $ | 16.22 |  |  | 3.0 years
Granted | — |  |  |  |  |
Exercised | — |  |  |  |  |
Forfeited | (10) |  |  | 13.13 |  |  |
Expired | (208) |  |  | 16.56 |  |  |
Outstanding, December 31, 2024 | 6,970 |  |  | 16.21 |  |  | 2.1 years
Exercisable | 6,901 |  |  | 16.18 |  |  | 2.0 years
Expected to Vest | 69 |  |  | 19.36 |  |  | 6.3 years
A summary of the Company's unvested options and changes during the year ended December 31, 2024 is presented below:
(In thousands, except per share data) | Options |  | Weighted Average Grant Date Fair Value
Unvested, January 1, 2024 | 639 |  |  | $ | 5.99 |
Granted | — |  |  |
Vested(1) | (559) |  |  | 5.44 |
Forfeited | (11) |  |  | 6.76 |
Unvested, December 31, 2024 | 69 |  |  | 10.37 |
(1)The total fair value of the options vested during the year ended December 31, 2024 was $3.0 million. Restricted Stock Units (“RSUs”) RSUs and Performance RSUs (representing one share of the Company's Class A common stock) may be issued under the 2019 Plan and 2021 Plan. Each RSU awarded to a participant, both under the 2019 Plan and the 2021 Plan, will be credited with dividends paid in respect of one share of common stock (“Dividend Equivalents”). Dividend Equivalents will be withheld by the Company for the participant’s account, and interest may be credited on the amount of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a participant’s account and attributable to any particular RSU (and earnings thereon, if applicable) shall be distributed to the participant upon settlement of such RSU and, if such RSU is forfeited, the participant shall have no right to such Dividend Equivalents. RSUs vest subject to continued service over time. Performance RSUs generally vest upon the achievement of certain total stockholder return goals, Adjusted EBITDA goals, Social Responsibility goals, and continued service. The majority of these awards are measured over an approximately 1-year to 3-year period from the date of issuance. The following table presents a summary of the Company's RSUs outstanding and RSU activity as of and during the year ended December 31, 2024 (“Price” reflects the weighted average share price at the date of grant):
(In thousands, except per share data) | Awards |  | Price
Outstanding, January 1, 2024 | 11,611 |  |  | $ | 6.48 |
Granted | 4,863 |  |  | 2.08 |
Vested (restriction lapsed) | (3,051) |  |  | 6.07 |
Forfeited | (362) |  |  | 5.90 |
Outstanding, December 31, 2024 | 13,061 |  |  | 4.95 |
Common Stock and Special Warrants Refer to the Consolidated Balance Sheets for the Company's Class A Common Stock, Class B Common Stock and Special Warrants issued and outstanding. Class A Common Stock Holders of shares of the Company's Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the Company's Class A common stock have the exclusive right to vote for the election of directors. There are no cumulative voting rights in the election of directors. Holders of shares of the Company's Class A common stock are entitled to receive dividends, on a per share basis, when and if declared by the Company's Board out of funds legally available therefor and whenever any dividend is made on the shares of the Company's Class B common stock subject to certain exceptions set forth in our certificate. The Company may not subdivide or combine (by stock split, reverse stock split, recapitalization, merger, consolidation or any other transaction) its shares of Class A common stock or Class B common stock without subdividing or combining its shares of Class B common stock or Class A common stock, respectively, in a similar manner. Upon our dissolution or liquidation or the sale of all or substantially all of the Company's assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Company's Class A common stock will be entitled to receive pro rata together with holders of the Company's Class B common stock our remaining assets available for distribution. New Class A common stock certificates issued upon transfer or new issuance of Class A common stock shares contain a legend stating that such shares of Class A common stock are subject to the provisions of our amended and restated certificate of incorporation, including but not limited to provisions governing compliance with requirements of the Communications Act and regulations thereunder, including, without limitation, those concerning foreign ownership and media ownership. Class B Common Stock Holders of shares of the Company's Class B common stock are not entitled to vote for the election of directors or, in general, on any other matter submitted to a vote of the Company’s stockholders, but are entitled to one vote per share on the following matters: (a) any amendment or modification of any specific rights or obligations of the holders of Class B common stock that does not similarly affect the rights or obligations of the holders of Class A common stock, in which case the holders of Class B Common Stock will be entitled to a separate class vote, with each share of Class B common stock having one vote; and (b) to the extent submitted to a vote of our stockholders, (i) the retention or dismissal of outside auditors by the Company, (ii) any dividends or distributions to our stockholders, (iii) any material sale of assets, recapitalization, merger, business combination, consolidation, exchange of stock or other similar reorganization of the Company or any of its subsidiaries, (iv) the adoption of any amendment to our certificate of incorporation, (v) other than in connection with any management equity or similar plan adopted by the Company's Board, any authorization or issuance of equity interests, or any security or instrument convertible into or exchangeable for equity interests, in the Company or any of its subsidiaries, and (vi) the liquidation of the Company, in which case in respect to any such vote concerning the matters described in clause (b), the holders of Class B common stock are entitled to vote with the holders of the Class A common stock, with each share of common stock having one vote and voting together as a single class. Holders of shares of the Company's Class B common stock are generally entitled to convert shares of Class B common stock into shares of Class A common stock on a one-for-one basis, subject to the Company’s ability to restrict conversion in order to comply with the Communications Act and FCC regulations. Holders of shares of the Company's Class B common stock are entitled to receive dividends when and if declared by the Company's Board out of funds legally available therefor and whenever any dividend is made on the shares of the Company's Class A common stock subject to certain exceptions set forth in our certificate of incorporation. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Company's Class B common stock will be entitled to receive pro rata with holders of the Company's Class A common stock our remaining assets available for distribution. During the years ended December 31, 2024, 2023, and 2022, 61,449 shares, 129,877 shares, and 209,613 shares of the Class B common stock were converted into Class A common stock, respectively. Special Warrants Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchase one share of Class A common stock or Class B common stock at an exercise price of $0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99 percent of the Company's outstanding Class A common stock, (b) more than 22.5 percent of the Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any foreign ownership threshold set by the FCC pursuant to a declaratory ruling or specific approval requirement or (d) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC. Although the agreement governing the Special Warrants provides that the Company may decline to permit the exercise of Special Warrants if such exercise would result in more than 22.5% of our capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, the Company received a ruling from the FCC permitting it to have up to 100% foreign ownership in the aggregate. Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement. To the extent there are any dividends declared or distributions made with respect to the Class A common stock or Class B common stock, those dividends or distributions will also be made to holders of Special Warrants concurrently and on a pro rata basis based on their ownership of common stock underlying their Special Warrants on an as-exercised basis; provided, that no such distribution will be made to holders of Special Warrants if (x) the Communications Act or an FCC rule prohibits such distribution to holders of Special Warrants or (y) our FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Communications Act or any applicable FCC rule or (ii) any such holder not to be deemed to hold a noncognizable (under FCC rules governing foreign ownership) future equity interest in the Company; provided further, that, if any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules. The Special Warrants will expire on the earlier of the twentieth anniversary of the issuance date and the occurrence of a change in control of the Company. During the year ended December 31, 2024, stockholders exercised 62,547 Special Warrants for an equivalent number of shares of Class A common stock. During the year ended December 31, 2023, stockholders exercised 9,383 and 59 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively. During the year ended December 31, 2022, stockholders exercised 96,516 and 96,602 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively. Share-Based Compensation Cost The following table presents the Company's total share-based compensation expense by award type:
(In thousands) | Year Ended December 31,
| 2024 |  | 2023 |  | 2022
RSUs | $ | 20,783 |  |  | $ | 21,709 |  |  | $ | 21,048 |
Performance RSUs | 9,375 |  |  | 8,857 |  |  | 5,589 |
Options | 2,153 |  |  | 5,059 |  |  | 8,820 |
Total Share Based Compensation Expense(1) | $ | 32,311 |  |  | $ | 35,625 |  |  | $ | 35,457 |
(1) Total share based compensation expense includes $3.7 million and $1.0 million of expense from cash settled awards for the years ended December 31, 2024 and 2023, respectively. There was no expense from cash settled awards for the year ended December 31, 2022. The share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. Share-based compensation payments are recorded in Selling, general and administrative expenses. The tax benefit related to the share-based compensation expense for the Company for the years ended December 31, 2024, 2023, and 2022 was $3.7 million, $4.7 million and $5.2 million, respectively. As of December 31, 2024, there was $30.1 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 1.5 years and assumes Performance RSUs will be fully earned. Loss per Share
(In thousands, except per share data) | Year Ended December 31,
| 2024 |  | 2023 |  | 2022
NUMERATOR: |  |  |  |  |
Net loss attributable to the Company – common shares | $ | (1,009,941) |  |  | $ | (1,102,660) |  |  | $ | (264,663) |
DENOMINATOR(1): |  |  |  |  |
Weighted average common shares outstanding - basic | 151,272 |  |  | 149,255 |  |  | 148,058 |
Stock options and restricted stock(2): | — |  |  | — |  |  | — |
Weighted average common shares outstanding - diluted | 151,272 |  |  | 149,255 |  |  | 148,058 |
Net loss attributable to the Company per common share: |  |  |  |  |
Basic | $ | (6.68) |  |  | $ | (7.39) |  |  | $ | (1.79) |
Diluted | $ | (6.68) |  |  | $ | (7.39) |  |  | $ | (1.79) |
(1)All of the outstanding Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the years ended December 31, 2024, 2023, and 2022. (2)Outstanding equity awards representing 15.1 million, 13.6 million and 11.0 million shares of Class A common stock of the Company for the years ended December 31, 2024, 2023, and 2022, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

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