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Discontinued Operations | 9 Months Ended
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Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | 8. DISCONTINUED OPERATIONS As discussed in Note 2, as a result of the communication from Meta on March 4, 2024, that it intended to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024, the Company conducted a thorough review of its digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of its EGP business, the Company's digital commercial partnerships business, which took place in the following three transactions: Sale to IMS During the second quarter of 2024, the Company entered into a definitive agreement to sell substantially all of its EGP business to IMS. The transaction was completed on June 28, 2024. Cash proceeds from the transaction received at the closing were $16.4 million. Immediately after the closing, an amount equal to $6.5 million of the proceeds was paid by the Company to the founders of MediaDonu ts, to satisfy a remaining contingent consideration liability owed to them. The Company recorded a loss of $40.7 million as a result of this transaction. Sale of Adsmurai On August 5, 2022, the Company made a loan (the "Adsmurai Loan") in the principal amount of €12,535,000 ($12.8 million as of that date) to an entity affiliated with owners of a majority interest in Adsmurai, S.L. (“Adsmurai”), a company engaged in the sale and marketing of digital advertising. On April 3, 2023, the Company entered into an agreement among the Company and the selling stockholders of Adsmurai, pursuant to which the Company acquired a 51% equity interest in Adsmurai (the “Adsmurai Acquisition”) on the same date. The Company acquired 51% of the issued and outstanding shares of stock of Adsmurai by means of conversion of the Adsmurai Loan, for total purchase consideration of €13.0 million ($14.2 million as of April 3, 2023), including interest. In connection with the Adsmurai Acquisition, on April 3, 2023 the Company made a loan to entities affiliated with owners of the remaining 49% interest in Adsmurai in the principal amount of €7,355,000 ($8.1 million as of April 3, 2023) and a second loan on July 11, 2023 in the principal amount of €4,993,344 ($5.6 million as of July 11, 2023) based on Adsmurai’s EBITDA for calendar year 2022 (the “New Adsmurai Loans”). On May 6, 2024 (the "Effective Date"), the Company entered into a Share Purchase Agreement (the “Adsmurai Purchase Agreement”), among Adsmurai, the Company and the other stockholders of Adsmurai (the “Adsmurai Buyers”). Pursuant to the Adsmurai Purchase Agreement, on such date (i) the Company sold its 51% equity interest in Adsmurai to the Adsmurai Buyers, (ii) the Company terminated the New Adsmurai Loans it made previously to the Adsmurai Buyers in the principal amount of €12.3 million and (iii) the parties terminated other previous agreements made between them, including an options agreement which contained put redemption features for buyers and call redemption features for the Company. As consideration, the Company received €15.0 million (approximately $16.2 million as of the Effective Date) ("Total Consideration"). The Adsmurai Purchase Agreement also contains representations, warranties, covenants, indemnities and releases of the parties thereto. The Total Consideration is payable to the Company as follows: • €10.0 million paid on the Effective Date; and • €5.0 million to be paid within six months of the Effective Date. The Company recorded a loss of $2.6 million as a result of this transaction. Sale of Jack of Digital On August 3, 2022, the Company acquired 15% of the issued and outstanding stock of Jack of Digital, a digital marketing services company that serves as the exclusive advertising sales partner of ByteDance Ltd. in Pakistan, for $0.1 million. On April 3, 2023, the Company acquired the remaining issued and outstanding stock of Jack of Digital for $1.1 million. Of that amount, the Company paid an initial installment payment of $0.5 million in 2023, an additional installment payment of $0.3 million during the three-month period ended March 31, 2024, and the balance was to be paid in January 2025. Additionally, the transaction included a contingent earn-out payment based upon the achievement of an EBITDA target in calendar year 2026. The total purchase price for the acquisition, including the fair value of the contingent consideration, was $1.4 million. On June 28, 2024, the Company sold 100% of the issued and outstanding shares of stock of Jack of Digital back to its founder for cash consideration of $0.1 million. The Company recorded a loss of $1.7 million as a result of this transaction. The Company concluded that the assets of the EGP business met the criteria for classification as held for sale. Additionally, the Company determined that the disposal, which was initiated and completed during the second quarter of 2024, represented a strategic shift that had a major effect on the Company's operations and financial results. As such, the results of the Company's EGP business are presented as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. The assets of the Company's EGP business have been reflected as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheet as of December 31, 2023. The following table summarizes the results of discontinued operations, net of tax (in thousands):
|  | Three-Month Period |  |  | Nine-Month Period |
|  | Ended September 30, |  |  | Ended September 30, |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Net Revenue |  | $ | - |  |  | $ | 196,997 |  |  | $ | 378,868 |  |  | $ | 568,017 |
Expenses: |  |  |  |  |  |  |  |  |  |  |  |
Cost of revenue |  |  | - |  |  |  | 177,896 |  |  |  | 341,503 |  |  |  | 504,971 |
Direct operating expenses |  |  | - |  |  |  | 3,153 |  |  |  | 6,654 |  |  |  | 10,622 |
Selling, general and administrative expenses |  |  | 1,139 |  |  |  | 10,008 |  |  |  | 24,248 |  |  |  | 30,924 |
Depreciation and amortization |  |  | - |  |  |  | 2,623 |  |  |  | 3,958 |  |  |  | 8,388 |
Change in fair value of contingent consideration |  |  | - |  |  |  | (5,897 | ) |  |  | (12,568 | ) |  |  | (9,560 | )
Impairment charge |  |  | - |  |  |  | - |  |  |  | 49,438 |  |  |  | - |
Foreign currency (gain) loss |  |  | - |  |  |  | 279 |  |  |  | 2,488 |  |  |  | (985 | )
Other operating (gain) loss |  |  | 125 |  |  |  | - |  |  |  | 45,139 |  |  |  | - |
Operating income (loss) |  |  | (1,264 | ) |  |  | 8,935 |  |  |  | (81,992 | ) |  |  | 23,657 |
Interest expense |  |  | - |  |  |  | (108 | ) |  |  | (219 | ) |  |  | (324 | )
Interest income |  |  | - |  |  |  | 490 |  |  |  | 731 |  |  |  | 1,059 |
Income (loss) from discontinued operations before income taxes |  |  | (1,264 | ) |  |  | 9,317 |  |  |  | (81,480 | ) |  |  | 24,392 |
Income tax benefit (expense) |  |  | 125 |  |  |  | (482 | ) |  |  | 770 |  |  |  | (2,017 | )
Net income (loss) from discontinued operations before noncontrolling interests in discontinued operations |  |  | (1,139 | ) |  |  | 8,835 |  |  |  | (80,710 | ) |  |  | 22,375 |
Net (income) loss attributable to redeemable noncontrolling interest |  |  | - |  |  |  | (13 | ) |  |  | 2,779 |  |  |  | (1 | )
Net (income) loss attributable to noncontrolling interest |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 342 |
Net income (loss) from discontinued operations, net of tax |  | $ | (1,139 | ) |  | $ | 8,822 |  |  | $ | (77,931 | ) |  | $ | 22,716 |
Allocated general corporate overhead costs do not meet the criteria to be presented within net loss from discontinued operations, net of tax, and were excluded from all figures presented in the table above. The Company and IMS entered into a transition services agreement, as extended, pursuant to which the Company and IMS provide certain services to each other through December 2024. For the three- and nine-months periods ended September 30, 2024, the Company did not collect or pay any cash related to these activities, and does not expect to collect or pay any cash related to these activities during the remaining term of this agreement. For the three- and nine-months periods ended September 30, 2024, there was a tax benefit in discontinued operations as a result of the (i) tax effect of a pre-tax loss, (ii) benefit related to disposal, and (iii) permanent items and state taxes related to the Disposition. For the three- and nine-months periods ended September 30, 2023, there was a tax expense in discontinued operations as a result of the (i) tax effect of a pre-tax loss, (ii) benefit related to disposal, and (iii) permanent items and state taxes related to the Disposition. As a result of the EGP disposition during the second quarter of 2024, the Company was required to repay $4.9 million of the outstanding principal under the 2023 Credit Facility, which represented approximately 2.5% of the total outstanding principal under the 2023 Credit Facility. The prepayment, which was made in June 2024, resulted in a de minimis amount of loss on debt extinguishment that was attributed to the discontinued operation. All historical interest expense associated with this prepayment was allocated to the discontinued operation. Details of the assets and liabilities of discontinued operations were as follows:
|  | December 31, |
|  | 2023 |
ASSETS OF DISCONTINUED OPERATIONS |  |  |
Current assets |  |  |
Cash and cash equivalents |  | $ | 38,341 |
Trade receivables |  |  | 165,755 |
Prepaid expenses and other current assets |  |  | 13,173 |
Total current assets of discontinued operations |  |  | 217,269 |
Property and equipment, net |  |  | 4,543 |
Intangible assets subject to amortization, net |  |  | 44,684 |
Goodwill |  |  | 39,998 |
Deferred income taxes |  |  | 4,726 |
Operating leases right of use asset |  |  | 1,073 |
Other assets |  |  | 831 |
Noncurrent assets of discontinued operations |  |  | 95,855 |
Total assets of discontinued operations |  | $ | 313,124 |
LIABILITIES OF DISCONTINUED OPERATIONS |  |  |
Current liabilities |  |  |
Current maturities of long-term debt |  | $ | 1,219 |
Accounts payable and accrued expenses |  |  | 207,026 |
Operating lease liabilities |  |  | 534 |
Total current liabilities of discontinued operations |  |  | 208,779 |
Long-term debt, less current maturities |  |  | 1,668 |
Long-term operating lease liabilities |  |  | 487 |
Other long-term liabilities |  |  | 18,385 |
Deferred income taxes |  |  | 12,532 |
Noncurrent liabilities of discontinued operations |  |  | 33,072 |
Total liabilities of discontinued operations |  | $ | 241,851 |
The goodwill was allocated between the discontinued operations and the continuing operations based on the relative fair value of the components representing a business. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business. The following table presents significant non-cash items and capital expenditures of discontinued operations for the periods presented:
| Nine-Month Period |
| Ended September 30, |
| 2024 |  |  | 2023 |
Depreciation and amortization | $ | 3,958 |  |  | $ | 8,388 |
Impairment charge | $ | 49,438 |  |  | $ | - |
Loss (gain) on the sale of assets/businesses | $ | 45,139 |  |  | $ | - |
Change in fair value of contingent consideration | $ | (12,568 | ) |  | $ | (9,560 | )
Non-cash stock-based compensation | $ | (544 | ) |  | $ | 1,205 |
Purchases of property and equipment | $ | 81 |  |  | $ | 1,904 |

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