On October 13, 2020, the Company acquired from certain individuals (collectively, the “Sellers”), 51% of the issued and outstanding shares of stock of a company engaged in the sale and marketing of digital advertising that, together with its subsidiaries, does business under the name Cisneros Interactive (“Cisneros Interactive”). The transaction, funded from cash on hand, includes a purchase price of approximately $29.9 million in cash. The Company concluded that the remaining 49% of the issued and outstanding shares of Cisneros Interactive stock is considered to be a noncontrolling interest.

In connection with the acquisition, the Company also entered into a Put and Call Option Agreement (the “Put and Call Agreement”). Subject to the terms of the Put and Call Agreement, if certain minimum EBITDA targets are met, the Sellers have the right (the “Put Option”), between March 15, 2024 and June 13, 2024, to cause the Company to purchase all (but not less than all) the remaining 49% of the issued and outstanding shares of Cisneros Interactive stock at a purchase price to be based on a pre-determined multiple of six times Cisneros Interactive’s 12-month EBITDA in the preceding calendar year. The Sellers may also exercise the Put Option upon the occurrence of certain events, between March 2022 and April 2024.

Additionally, subject to the terms of the Put and Call Agreement, the Company has the right (the “Call Option”), in calendar year 2024, to purchase all (but not less than all) the remaining 49% of the issued and outstanding shares of Cisneros Interactive stock at a purchase price to be based on a pre-determined multiple of six times of Cisneros Interactive’s 12-month EBITDA in calendar year 2023.

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. Since the noncontrolling interest is not currently redeemable and it is not probable that it will become redeemable, the Company is not currently required to adjust the amount presented in temporary equity to its redemption value. The fair value of the redeemable noncontrolling interest which includes the Put and Call Agreement recognized on the acquisition date was $30.8 million. The table below presents the reconciliation of changes in redeemable noncontrolling interests (unaudited; in thousands):



	Six-Month Period Ended June 30,
	2021		2020
Beginning balance	$	33,285	$	-
Net income (loss) attributable to redeemable noncontrolling interest		4,185		-
Ending balance	$	37,470	$	-

The Company is in the process of completing the purchase price allocation for its acquisition of the majority interest in Cisneros Interactive. The measurement period remains open pending the finalization of the pre-acquisition tax-related items. The following is a summary of the purchase price allocation (unaudited; in millions):


Cash	$	8.7
Accounts receivable		50.5
Other assets		6.2
Intangible assets subject to amortization		41.7
Goodwill		12.3
Current liabilities		(48.1	)
Deferred tax		(10.6	)
Redeemable noncontrolling interest		(30.8	)

The fair value of the assets acquired includes trade receivables of $50.5 million. The gross amount due under contract is $54.0 million, of which $3.5 million is expected to be uncollectable.

During the three-month period ended June 30, 2021, Cisneros Interactive generated net revenue and net income of $114.9 million and $5.3 million, respectively. During the six-month period ended June 30, 2021, Cisneros Interactive generated net revenue and net income of $203.4 million and $8.5 million, respectively.

The goodwill, which is not expected to be deductible for tax purposes, is assigned to the Company’s digital segment and is attributable to Cisneros Interactive’s workforce and expected synergies from combining Cisneros Interactive’s operations with those of the Company.

The following unaudited pro forma information has been prepared to give effect to the Company’s acquisition of a majority interest in Cisneros Interactive as if the acquisition had occurred on January 1, 2020. 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.


	Three-Month Period			Six-Month Period
	Ended June 30,			Ended June 30,
	2020			2020
Pro Forma:
Total revenue	$	87,152		$	191,620
Net income (loss)		3,848			(30,500	)
Net (income) loss attributable to redeemable noncontrolling interest		(723	)		(1,333	)
Net income (loss) attributable to common stockholders	$	3,125		$	(31,833	)

Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic and diluted	$	0.04		$	(0.38	)

Weighted average common shares outstanding, basic		84,123,530			84,220,649
Weighted average common shares outstanding, diluted		84,669,250			84,220,649