XML 18 R11.htm IDEA: XBRL DOCUMENT
v3.25.2

The Company and Significant Accounting Policies | 6 Months Ended
--- | ---
Jun. 30, 2025
Accounting Policies [Abstract] |
The Company and Significant Accounting Policies | 2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business The Company owns and operates one of the largest groups of Spanish language television and radio stations in the United States. Its mission is to serve its Latino audience as a trusted provider of useful news, information and entertainment and to serve its advertisers by providing multi-channel marketing capabilities to engage its audience. The Company also owns and operates a smaller group of television stations that broadcast English language programming and has operations that provide programmatic advertising technology and services. The Company has organized its operations into two reportable segments. Its media segment includes its television, radio and digital marketing operations. Its advertising and technology services segment provides programmatic advertising and technology services through Smadex, the Company's demand-side programmatic advertising purchasing platform, and Adwake, the Company's performance-based media advertising agency. As discussed below, in 2024, the Company discontinued and divested a significant portion of its operations, which consisted primarily of several acquisitions that had been completed prior to 2024, and which operations comprised the majority of the Company’s former digital segment. For more information and an overview of the Company's business, please refer to Part I, Item 1, "Business", of the Company's 2024 10-K. Discontinued Operations and Assets Held for Sale On March 4, 2024, the Company received a communication from Meta Platforms, Inc. (“Meta”) that it intended to wind down its Authorized Sales Partners ("ASP") program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024. As a result of this communication from Meta, the Company conducted a thorough review of its digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of its EGP business. Following this decision, during the second quarter of 2024, the Company entered into a definitive agreement to sell substantially all of its EGP business to IMS Internet Media Services, Inc. ("IMS"). The transaction was completed on June 28, 2024. The remaining parts of the Company's EGP business, Jack of Digital ("Jack of Digital") and Adsmurai, S.L. ("Adsmurai"), were each sold back to their respective founders in separate transactions during the second quarter of 2024. See Note 7 for additional details. A business or asset is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met. A business or asset classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Depreciation is not recorded on assets classified as held for sale. The results of operations of a business classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale. The Company concluded that the assets of its EGP business met the criteria for classification as held for sale. Additionally, the Company determined that the disposal, which was initiated and completed during the second quarter of 2024, represented a strategic shift that had a major effect on the Company's operations and financial results. As such, the results of the Company's former EGP business are presented as discontinued operations in the Consolidated Statements of Operations for all periods presented. There were no remaining assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025. In March 2025, the Company entered into a letter of intent (“LOI”) to sell the assets of its two Mexico television stations. The assets constituting station XHAS, located in Tijuana, Mexico, have an agreed upon purchase price of $2.9 million. The assets constituting station XHDTV, located in Tecate, Mexico, have an agreed upon purchase price of $1.8 million. The sale would include all assets necessary for the buyers to operate the stations, consisting of the broadcast licenses and fixed assets. The LOI had a term of 60 days for the parties to reach a definitive agreement, which term has expired. The parties are continuing to negotiate the terms of the transaction. These assets met the criteria for classification as assets held for sale. The carrying value of the two stations exceeded the agreed upon price, and the Company recorded an impairment charge of $23.7 million during the three-month period ended March 31, 2025 related to the broadcast licenses with a carrying value of $28.0 million and fixed assets of the two stations with a carrying value of $0.4 million. The fair value less estimated costs to sell of $4.7 million is presented as Assets Held for Sale in the Condensed Consolidated Balance Sheet as of June 30, 2025. In June 2025, the Company’s management made the decision to sell three of its owned office buildings in Corpus Christi, El Centro, and Midland, Texas. The sales would include the buildings and all related building improvements, land and land improvements. These assets met the criteria for classification as assets held for sale. The carrying amount of each of the buildings and related fixed assets were lower than the fair value less cost to sell. The carrying amounts totaling $2.6 million are presented as Assets Held for Sale in the Condensed Consolidated Balance Sheet as of June 30, 2025. Liquidity The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern over the next twelve months from the issuance of the accompanying consolidated financial statements. The Company’s previous filings on the 2024 10-K and on Form 10-Q for the three months ended March 31, 2025, disclosed that the Original 2023 Credit Agreement contained various financial covenants. Compliance with these financial covenants was measured quarterly and the Company’s failure to meet the covenant requirements would constitute an event of default. In such event, if the Company were unable to obtain the necessary waivers or amendments, all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, would become immediately due and payable. Additionally, the lenders would have the right to proceed against the collateral granted to them to secure that debt, which includes substantially all of the Company’s assets. As a result of the sale of the EGP business, the Company’s consolidated EBITDA (as defined in the 2023 Credit Agreement) has been, and is expected to remain, significantly reduced. Given the inherent uncertainty in financial projections the Company previously identified additional controllable cost reduction actions that could be taken, if necessary, to maintain sufficient liquidity to fund its business activities and to maintain compliance with its financial covenants. However, on July 15, 2025, the Original 2023 Credit Agreement was amended to grant the Company more flexibility in its financial covenants. See "Credit Facility" below and Note 8 for additional details. Based on the Company’s current financial projections, management believes that the Company will maintain compliance with its financial covenants in the Amended 2023 Credit Agreement. The Company further believes that its existing cash and projected operating cash flows are adequate to meet its operating needs, liabilities and commitments over the next twelve months from the issuance of the accompanying consolidated financial statements. Restricted Cash As of June 30, 2025 and December 31, 2024, the Company’s balance sheet includes $0.8 million in restricted cash, which was deposited into a separate account as collateral for the Company’s letters of credit. The Company's cash and cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, was as follows (in thousands):
| As of June 30, |
| 2025 |  |  | 2024 |
Cash and cash equivalents | $ | 64,508 |  |  | $ | 85,136 |
Restricted cash |  | 791 |  |  |  | 779 |
Total as presented in the Condensed Consolidated Statements of Cash Flows | $ | 65,299 |  |  | $ | 85,915 |
Related Party Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. The network affiliation agreement with TelevisaUnivision provides certain of the Company’s owned stations the exclusive right to broadcast TelvisaUnivision’s primary Univision network and UniMás network programming in their respective markets. Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by TelevisaUnivision. Under the network affiliation agreement, TelevisaUnivision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to TelevisaUnivision relating to sales of all advertising for broadcast on its Univision- and UniMás-affiliate television stations. During the three-month periods ended June 30, 2025 and 2024, the amount the Company paid TelevisaUnivision in this capacity was $1.3 million and $1.5 million. During the six-month periods ended June 30, 2025 and 2024, the amount the Company paid TelevisaUnivision in this capacity was $2.4 million and $2.9 million. These amounts were included in Direct Operating Expenses in the Company's Condensed Consolidated Statements of Operations. The Company also generates revenue under two marketing and sales agreements with TelevisaUnivision, which give it the right to manage the marketing and sales operations of TelevisaUnivision-owned Univision affiliates in three markets – Albuquerque, Boston and Denver. On October 2, 2017, the Company entered into the current affiliation agreement which superseded and replaced its prior affiliation agreements with TelevisaUnivision. Additionally, on the same date, the Company entered into a proxy agreement and marketing and sales agreement with TelevisaUnivision, each of which superseded and replaced the prior comparable agreements with TelevisaUnivision. The term of each of these current agreements expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations. Under the Company’s current proxy agreement with TelevisaUnivision, the Company grants TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by TelevisaUnivision with respect to retransmission consent agreements entered into with multichannel video programming distributors (“MVPDs”). As of June 30, 2025, the amount due to the Company from TelevisaUnivision was $4.8 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended June 30, 2025 and 2024, retransmission consent revenue accounted for $7.7 million and $8.8 million, respectively, of which $5.3 million and $6.2 million, respectively, relate to the TelevisaUnivision proxy agreement. During the six-month periods ended June 30, 2025 and 2024, retransmission consent revenue accounted for $15.8 million and $18.0 million, respectively, of which $10.9 million and $12.6 million, respectively, relate to the TelevisaUnivision proxy agreement TelevisaUnivision currently owns approximat ely 10% of the Co mpany’s common stock on a fully-converted basis. The Company’s Class U common stock, all of which is held by TelevisaUnivision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of TelevisaUnivision. In addition, as the holder of all of the Company’s issued and outstanding Class U common stock, so long as TelevisaUnivision holds a certain number of shares of Class U common stock, the Company may not, without the consent of TelevisaUnivision, merge, consolidate or enter into a business combination, dissolve or liquidate the Company or dispose of any interest in any FCC license with respect to television stations which are affiliates of TelevisaUnivision, among other things. Stock-Based Compensation The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the condensed consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s condensed consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Restricted Stock Units Stock-based compensation expense related to restricted stock units ("RSUs") is based on the fair value of the Company’s stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years. During the six-month period ended June 30, 2025, the Company had the following non-vested RSUs activity (in thousands, except grant date fair value data):
|  | Number of RSUs |  |  | Weighted-Average Grant Date Fair Value |
Nonvested balance at December 31, 2024 |  |  | 4,585 |  |  | $ | 4.62 |
Granted |  |  | 3,594 |  |  |  | 2.25 |
Vested |  |  | - |  |  |  | - |
Forfeited or cancelled |  |  | (176 | ) |  |  | 4.27 |
Nonvested balance at June 30, 2025 |  |  | 8,003 |  |  |  | 3.56 |
Stock-based compensation expense related to RSUs was $2.2 million and $3.8 million for the three-month periods ended June 30, 2025 and 2024, respectively. Stock-based compensation expense related to RSUs was $4.3 million and $8.4 million for the six-month periods ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there was $9.8 million of total unrecognized compensation expense related to grants of RSUs that is expected to be recognized over a weighted-average period of 1.7 years. Performance Stock Units In connection with the annual grant of performance stock units (“PSUs”) in January 2025, the Company has granted PSUs to certain senior employees, which PSUs are subject to both time-based vesting conditions and market-based conditions. Both the service and market conditions must be satisfied for the PSUs to vest. The PSUs consist of four equal tranches, based on achievement of a share price condition if the Company achieves share price targets of $3.00, $4.00, $5.00, and $6.00, respectively, over 30 consecutive trading days during a performance period commencing on January 21, 2025 and ending on January 21, 2030. The fair value of each of the Performance Tranches (as defined in the individual agreements pursuant to which the PSUs were granted) was $0.7 million, $0.7 million, $0.6 million, and $0.6 million, respectively, and have a grant date fair value per share of restricted stock of $2.11, $1.95, $1.80, and $1.67, respectively. To the extent that any of the performance-based requirements are met, the grantees must also provide continued service to the Company through at least January 21, 2026 to receive any shares of common stock underlying the PSUs and through January 21, 2030 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 1,390,000 sha res, with 25% of th e total award allocated to each Performance Tranche. Between 0% and 100% of each Performance Tranche of the PSUs will vest on each of the tranche dates. 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 $0.5 million and $0.4 million for the three-month periods ended June 30, 2025 and 2024, respectively. Stock-based compensation expense related to PSUs was $1.0 million and $0.9 million for the six-month periods ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there was $2.8 million of total unrecognized compensation expense related to grants of PSUs that is expected to be recognized over a weighted-average period of 2.2 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:
|  | 2025 PSUs |
Stock price at issuance |  | $ | 2.28 |
Expected volatility |  |  | 66.0 | %
Risk-free interest rate |  |  | 4.40 | %
Expected term |  |  | 5.0 |
Expected dividend yield |  |  | 0 | %
During the six-month period ended June 30, 2025, 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, 2024 |  |  | 1,200 |  |  | $ | 3.37 |
Granted |  |  | 1,390 |  |  |  | 1.88 |
Vested |  |  | - |  |  |  | - |
Forfeited or cancelled |  |  | - |  |  |  | - |
Nonvested balance at June 30, 2025 |  |  | 2,590 |  |  |  | 2.57 |
Income (Loss) Per Share The following table illustrates the reconciliation of the basic and diluted income (loss) per share (in thousands, except share and per share data):
|  | Three-Month Period |  |  | Six-Month Period |
|  | Ended June 30, |  |  | Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Numerator: |  |  |  |  |  |  |  |  |  |  |  |
Net income (loss) from continuing operations |  | $ | (3,500 | ) |  | $ | 3,732 |  |  | $ | (51,275 | ) |  | $ | (3,778 | )
Net income (loss) from discontinued operations |  |  | 163 |  |  |  | (35,412 | ) |  |  | (28 | ) |  |  | (76,792 | )
Net income (loss) attributable to common stockholders |  | $ | (3,337 | ) |  | $ | (31,680 | ) |  | $ | (51,303 | ) |  | $ | (80,570 | )
Basic and diluted earnings per share: |  |  |  |  |  |  |  |  |  |  |  |
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Weighted average common shares outstanding |  |  | 90,976,288 |  |  |  | 89,820,737 |  |  |  | 90,976,288 |  |  |  | 89,669,397 |
Per share: |  |  |  |  |  |  |  |  |  |  |  |
Income (loss) per share from continuing operations |  | $ | (0.04 | ) |  | $ | 0.04 |  |  | $ | (0.56 | ) |  | $ | (0.04 | )
Income (loss) per share from discontinued operations |  |  | 0.00 |  |  |  | (0.39 | ) |  |  | (0.00 | ) |  |  | (0.86 | )
Net income (loss) per share attributable to common stockholders |  | $ | (0.04 | ) |  | $ | (0.35 | ) |  | $ | (0.56 | ) |  | $ | (0.90 | )
Diluted earnings per share: |  |  |  |  |  |  |  |  |  |  |  |
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Weighted average common shares outstanding |  |  | 90,976,288 |  |  |  | 89,820,737 |  |  |  | 90,976,288 |  |  |  | 89,669,397 |
Dilutive securities: |  |  |  |  |  |  |  |  |  |  |  |
Restricted stock units |  |  | - |  |  |  | 900,543 |  |  |  | - |  |  |  | - |
Diluted shares outstanding |  |  | 90,976,288 |  |  |  | 90,721,280 |  |  |  | 90,976,288 |  |  |  | 89,669,397 |
Per share: |  |  |  |  |  |  |  |  |  |  |  |
Income (loss) per share from continuing operations |  | $ | (0.04 | ) |  | $ | 0.04 |  |  | $ | (0.56 | ) |  | $ | (0.04 | )
Income (loss) per share from discontinued operations |  |  | 0.00 |  |  |  | (0.39 | ) |  |  | (0.00 | ) |  |  | (0.86 | )
Net income (loss) per share attributable to common stockholders |  | $ | (0.04 | ) |  | $ | (0.35 | ) |  | $ | (0.56 | ) |  | $ | (0.90 | )
For the three-month period ended June 30, 2025, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,894,454 equivalent shares of dilutive securities for the three-month period ended June 30, 2025. For the six-month period ended June 30, 2025, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,707,269 equivalent shares of dilutive securities for the six-month period ended June 30, 2025. For the three-month period ended June 30, 2024, a tota l of 3,240,646 shares of dilutive securities were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. For the six-month period ended June 30, 2024, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,067,997 equivalent shares of dilutive securities for the six-month period ended June 30, 2024. Impairment The carrying values of the Company's reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units. Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1. As of the most recent annual goodwill testing date, October 1, 2024, there was $43.3 million of goodwill in the media reporting unit. Based on the assumptions and estimates discussed in the Company's 2024 10-K, the media reporting unit carrying value exceeded its fair value, resulting in a goodwill impairment charge of $43.3 million for the year ended December 31, 2024. This impairment charge was a result of the Company updating its internal forecasts of future performance based on lower than anticipated political advertising revenue in the fourth quarter of 2024 and higher projected future costs due to planned investments in news programming and the sales and marketing teams. The calculation of the fair value of the reporting unit requires estimates of the discount rate and the long term projected growth rate. Additionally, as of the most recent annual goodwill testing date, October 1, 2024, the re was $7.4 million of goodwill in the advertising technology & services reporting unit. Based on the assumptions and estimates discussed in the Company's 2024 10-K, the fair value of the advertising technology & services reporting unit exceeded its carrying value by over 100%, resulting in no impairment charge for the year ended December 31, 2024. The calculation of the fair value of the advertising technology & services reporting unit requires estimates of the discount rate and the long term projected growth rate. The Company also conducted a review of the fair value of the television and radio FCC licenses on the annual testing date of October 1, 2024. 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 values 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, for the year ended December 31, 2024, the Company recorded impairment charges of FCC licenses within the media reportable segment in the amount of $17.9 million; As further discussed in in the Company's 2024 10-K, following 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 updated its internal forecasts of future performance and determined that a triggering event had occurred during the first quarter of 2024 that required interim impairment tests within its then digital reporting unit. As a result, the Company recorded a goodwill impairment charge of $35.4 million and intangibles subject to amortization impairment charge of $14.0 million during the first quarter of 2024, with respect to the Company's then digital segment, which amounts were included in the results of discontinued operations. See Note 7 for additional details. In March 2025, the Company entered into an LOI to sell the assets of its two Mexico television stations. The assets constituting station XHAS, located in Tijuana, Mexico, have an agreed upon purchase price of $2.9 million. The assets constituting station XHDTV, located in Tecate, Mexico, have an agreed upon purchase price of $1.8 million. The carrying value of the two stations exceeded the agreed upon price, and the Company recorded an impairment charge of $23.7 million in the first quarter of 2025 related to the broadcast licenses with a carrying value of $28.0 million and fixed assets of the two stations with a carrying value of $0.4 million. Loss on Lease Abandonment At the time of a lease termination, the operating lease right-of-use asset is derecognized, while the corresponding lease liability is evaluated and derecognized by the Company based any remaining contractual obligations as of the lease termination date. The Company's corporate headquarters and main operational offices for its audio operations were previously located in Santa Monica, California. The Company occupied approximately 38,000 square feet of space in the building housing its previous corporate headquarters under a lease, as amended, that was scheduled to expire on January 31, 2034. The Company's management decided to vacate and abandon the facility in February 2025 and cease making further lease payments. As a result, in the first quarter of 2025 the Company recorded loss on lease abandonment charges of $16.1 million related to the acceleration of amortization of the right of use asset associated with this lease, and $9.1 million related to the acceleration of depreciation of the leasehold improvements associated with this lease. As of June 30, 2025, the Company's condensed consolidated balance sheet included $1.6 million of operating lease liabilities and $21.1 million of long-term operating lease liabilities related to this lease. Credit Facility On March 17, 2023 (the “2023 Closing Date”), the Company entered into the Credit Facility, pursuant to the Original 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 Original 2023 Credit Agreement amended, restated and replaced in its entirety the Company's previous credit agreement. The Original 2023 Credit Agreement was amended on July 15, 2025, effective as of June 30, 2025 with respect to certain financial covenants and certain other provisions of the Credit Facility. See Note 8. On the 2023 Closing Date, the Company repaid in full all of the outstanding obligations under its previous credit agreement and accounted for this repayment as an extinguishment of debt in accordance with Accounting Standards Codification ("ASC") 470, "Debt". As provided for in the Original 2023 Credit Agreement, the Credit Facility consisted 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 Original 2023 Credit Agreement provided that the Company may increase the aggregate principal amount thereof 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 Original 2023 Credit Agreement) not exceeding 2.25 to 1.0, subject to the Company satisfying certain conditions. Borrowings under the 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 its previous credit facility, (b) to pay fees and expenses in connection the Credit Facility and (c) for general corporate purposes. The Credit Facility matures on March 17, 2028 (the “Maturity Date”). The 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 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 Amended 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 Amended 2023 Credit Agreement) plus a margin between 1.50% and 2.00%, depending on the Total Net Leverage Ratio. In addition, the unused portion of the Revolving Credit Facility is subject to a rate per annum between 0.30% and 0.40%, depending on the Total Net Leverage Ratio. As of June 30, 2025, the interest rate on the Company's Term A Facility and the drawn portion of the Revolving Credit Facility was 7.40%. The amounts outstanding under the 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 Amended 2023 Credit Agreement, with the final balance due on the Maturity Date. In March 2024, the Company made a prepayment of $10.0 million, of which $8.75 million was applied to the upcoming quarterly principal payments in 2024 under the Term A Facility, and $1.25 million was applied to the Revolving Credit Facility. In June 2024, the Company made an additional prepayment of $10.0 million, of which $4.9 million was a mandatory prepayment as a result of the EGP disposition. The prepayment was applied to the quarterly principal payments in 2025 under the Term A Facility. In June 2025, the Company made an additional prepayment of $10.0 million, which was applied to the principal due at maturity under the Term A Facility. Due to these prepayments of the Credit Facility, for the three- and six-month periods ended June 30, 2025, the Company recorded a de minimis amount of a loss on debt extinguishment. For the three- and six-month periods ended June 30, 2024, the Company recorded a loss on debt extinguishment of $0.1 million. The Company incurred debt issuance costs of $1.8 million associated with the Credit Facility. Debt outstanding under the 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 Credit Facility, and are included in interest expense in the Company's Consolidated Statements of Operations. The covenants of the Amended 2023 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 Amended 2023 Credit Agreement requires compliance with financial covenants related to total net leverage ratio, not to exceed 4.00 to 1.00, and interest coverage ratio with a minimum permitted ratio of 2.00 to 1.00 (calculated as set forth in the Amended 2023 Credit Agreement). As of June 30, 2025, the Company believes that it is in compliance with all covenants in the Amended 2023 Credit Agreement. The Amended 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 Amended 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 Amended 2023 Credit Agreement. The security agreement that the Company entered into with respect to its previous credit facility remains in effect with respect to its Credit Facility. The carrying amount of the Term Loan A Facility as of June 30, 2025 approximated its fair value and was $166.9 million, net of $0.6 million of unamortized debt issuance costs and original issue discount. Concentrations of Credit Risk and Trade Receivables The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. From time to time, the Company has had, and may have, bank deposits in excess of Federal Deposit Insurance Corporation insurance limits. As of June 30, 2025, 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 currently exposed to significant credit risk on cash and cash equivalents. In addition, to the Company's knowledge, all or substantially all of the bank deposits held in banks outside the United States are not insured. The Company’s credit risk is spread across a large number of advertisers located primarily in the United States and Europe, thereby spreading the trade receivable credit risk. The Company routinely assesses the financial strength of its customers and, as a consequence, believes that it is managing its trade receivable credit risk effectively. Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables, based on a review of all outstanding amounts on a monthly basis. An allowance for doubtful accounts is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer’s financial condition and credit history, as well as current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. No interest is charged on customer accounts. No single advertiser represents more than 5% of the Company's total trade receivables as of June 30, 2025 and December 31, 2024, respectively. No advertiser represented more than 5% of the Company's total revenue for the three- and six-month periods ended June 30, 2025 and 2024. Management does not believe that this concentration of credit represents a significant risk to the Company. Allowance for Doubtful Accounts The accounts receivable consist of a homogeneous pool of relatively small dollar amounts from a large number of customers. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. When the Company is aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company's recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding. Estimated losses for bad debts are provided for in the consolidated financial statements through a charge that aggregated $0.7 million and $0.4 million for the three-month periods ended June 30, 2025 and 2024, respectively, and $0.5 million and $0.6 million for the six-month periods ended June 30, 2025 and 2024. The net charge off of bad debts aggregated $0.4 million and $0.1 million for the three-month periods ended June 30, 2025 and 2024, respectively, and $0.5 million and $0.2 million for the six-month periods ended June 30, 2025 and 2024, respectively. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date. Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring and nonrecurring basis in the condensed consolidated balance sheets (in millions):
|  | June 30, 2025 |
|  | 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 |  | $ | 0.1 |  |  | $ | 0.1 |  |  |  | — |  |  |  | — |  |  |  |
Corporate bonds and notes |  | $ | 4.8 |  |  |  | — |  |  | $ | 4.8 |  |  |  | — |  |  |  |
Nonrecurring fair value measurements: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Assets held for sale |  | $ | 4.7 |  |  |  | — |  |  | $ | 4.7 |  |  |  | — |  | $ | (23.7 | )
|  | December 31, 2024 |
|  | Total Fair Value and Carrying Value on Balance Sheet |  |  | Fair Value Measurement Category |  |  |  |
Recurring fair value measurements |  |  |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total Gains (Losses) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Corporate bonds and notes |  | $ | 4.7 |  |  |  | — |  |  | $ | 4.7 |  |  |  | — |  |  |  |
Nonrecurring fair value measurements: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
FCC licenses |  | $ | 93.5 |  |  |  | — |  |  |  | — |  |  | $ | 93.5 |  | $ | (17.9 | )
The Company’s money market account is comprised of cash and cash equivalents, which are recorded at their fair market value within Cash and cash equivalents in the Condensed Consolidated Balance Sheets. The Company’s available for sale debt securities are comprised of corporate bonds and notes, asset-backed securities, and U.S. Government securities. The majority of the carrying value of these securities held by the Company are investment grade. These securities are valued using quoted prices for similar attributes in active markets (Level 2). Since these investments are classified as available for sale, they are recorded at their fair market value within Marketable securities in the 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 Consolidated Statements of Operations and were determined on a specific identification basis. As of June 30, 2025, 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 |  | $ | 1,206 |  |  | $ | 1 |
Due after one year |  |  | 3,529 |  |  |  | 34 |
Total |  | $ | 4,735 |  |  | $ | 35 |
The Company’s available for sale debt securities are considered for credit losses under the guidance of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326). As of June 30, 2025 and December 31, 2024, the Company determined that a credit loss allowance is not required. Included in interest income for each of the three-month periods ended June 30, 2025 and 2024 was interest income related to the Company’s available for sale s ecurities of $0.1 million. Included in interest income for the six-month periods ended June 30, 2025 and 2024 was interest income related to the Company’s available for sale s ecurities of $0.1 million and $0.2 million, respectively. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation adjustments and changes in the fair value of available for sale securities. The following table provides a roll-forward of accumulated other comprehensive income (loss) (in thousands):
|  | Foreign Currency Translation |  |  | Marketable Securities |  |  | Total |
Accumulated other comprehensive income (loss) as of December 31, 2024 |  | $ | (1,249 | ) |  | $ | 448 |  |  | $ | (801 | )
Other comprehensive income (loss) |  |  | - |  |  |  | 9 |  |  |  | 9 |
Income tax (expense) benefit |  |  | - |  |  |  | (2 | ) |  |  | (2 | )
Amounts reclassified from AOCI |  |  | - |  |  |  | (1 | ) |  |  | (1 | )
Other comprehensive income (loss), net of tax |  |  | - |  |  |  | 6 |  |  |  | 6 |
Accumulated other comprehensive income (loss) as of March 31, 2025 |  |  | (1,249 | ) |  |  | 454 |  |  |  | (795 | )
Other comprehensive income (loss) |  |  | - |  |  |  | 49 |  |  |  | 49 |
Income tax (expense) benefit |  |  | - |  |  |  | (12 | ) |  |  | (12 | )
Amounts reclassified from AOCI |  |  | - |  |  |  | (4 | ) |  |  | (4 | )
Other comprehensive income (loss), net of tax |  |  | - |  |  |  | 33 |  |  |  | 33 |
Accumulated other comprehensive income (loss) as of June 30, 2025 |  | $ | (1,249 | ) |  | $ | 487 |  |  | $ | (762 | )
Foreign Currency The Company’s reporting currency is the U.S. dollar. All transactions initiated in foreign currencies, primarily the Euro, are translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters” and the related rate fluctuation on transactions is included in the Condensed C onsolidated Statements of Operations. Cost of Revenue Cost of revenue consists of the costs of online media acquired from third-parties. Recent Accounting Pronouncements There were no new accounting pronouncements that were issued or became effective since the issuance of the Company's 2024 10-K that had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. Newly Adopted Accounting Standards There were no new accounting standards that were adopted since the issuance of the Company's 2024 10-K.

X
- References No definition available. + Details
Name: | us-gaap_AccountingPoliciesAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the business description and accounting policies concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Accounting policies describe all significant accounting policies of the reporting entity. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-1 + Details
Name: | us-gaap_BusinessDescriptionAndAccountingPoliciesTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration