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The Company and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

The Impact of the COVID-19 Pandemic on the Company's Business

The Impact of the COVID-19 Pandemic on the Company’s Business

The COVID-19 pandemic had a minimal impact on the Company's business during the quarter ended March 31, 2022. Subject to the extent and duration of possible resurgences of the pandemic from time to time and the continuing uncertain economic environment that has resulted from the pandemic, the Company anticipates that the pandemic will continue to have little effect on its business, from both an operational and financial perspective, in future periods. Nonetheless, the Company remains cautious due to the unpredictable nature of the pandemic and its effects.

During the quarter ended March 31, 2022, the Company did not experience material cancellations of advertising or a decrease in new advertising placements in its television and audio segments. Nonetheless, at this time the Company does not know if certain behavioral changes by audiences in their television viewership and radio listening habits during the pandemic are permanent and the impact any such changes could have on the Company’s results of operations in future periods.

In order to preserve cash during this uncertain period, the Company instituted certain cost reduction measures that are still in effect. Effective May 16, 2020, the Company suspended company matching of employee contributions to their 401(k) retirement plans. The Company reduced its dividend by 50% beginning in the second quarter of 2020, and it may continue to do so in future periods. The Company will continue to monitor these actions closely in light of current and changing conditions and may institute such additional actions, or reverse these actions in whole or in part, as the Company may believe are appropriate at a future date.

Additionally, the Company elected to defer the employer portion of the social security payroll tax (6.2%) as provided in the Coronavirus Aid, Relief and Economic Security Act of 2020, commonly known as the CARES Act. The deferral was effective from March 27, 2020 through December 31, 2020. The deferred amount is considered to be timely paid if 50% is paid by December 31, 2021 and the remainder is paid by December 31, 2022. During the year ended December 31, 2021, the Company paid 50% of the deferred amount.

The Company believes that its liquidity and capital resources remain adequate and that it can meet current expenses for at least the next twelve months from a combination of cash on hand and cash flows from operations.

Restricted Cash

As of March 31, 2022 and December 31, 2021, the Company’s balance sheet includes $0.7 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 Consolidated Statements of Cash Flows, was as follows (in thousands):


	Three-Month Period
	Ended March 31,
	2022		2021
Cash and cash equivalents	$	126,574	$	149,987
Restricted cash		749		749
Total as presented in the Consolidated Statements of Cash Flows	$	127,323	$	150,736

Related Party

Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. The network affiliation agreement with Univision provides certain of the Company’s owned stations the exclusive right to broadcast Univision’s primary 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 Univision.

Under the network affiliation agreement, Univision 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 Univision relating to sales of all advertising for broadcast on its Univision- and UniMás-affiliate television stations. During the three-month periods ended March 31, 2022 and 2021, the amount the Company paid Univision in this capacity was $1.6 million and $1.9 million, respectively.

The Company also generates revenue under a marketing and sales agreement with Univision, which give it the right to manage the marketing and sales operations of Univision-owned Univision affiliates in three markets – Albuquerque, Boston and Denver.

Under the Company’s current proxy agreement with Univision, the Company grants Univision 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 Univision with respect to retransmission consent agreements entered into with multichannel video programming distributors, (“MVPDs”). As of March 31, 2022, the amount due to the Company from Univision was $4.4 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended March 31, 2022 and 2021, retransmission consent revenue accounted for approximately $9.2 million and $9.6 million, respectively, of which $6.3 million and $6.7 million, respectively, relate to the Univision 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.

Univision currently owns approximately 11% of the Company’s common stock on a fully-converted basis. The Company’s Class U common stock, all of which is held by Univision, 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 Univision. In addition, as the holder of all of the Company’s issued and outstanding Class U common stock, so long as Univision holds a certain number of shares of Class U common stock, the Company may not, without the consent of Univision, merge, consolidate or enter into a business combination, dissolve or liquidate the Company or dispose of any interest in any Federal Communications Commission (“FCC”) license with respect to television stations which are affiliates of Univision, 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 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.

Stock-based compensation expense related to grants of stock options and restricted stock units was $2.6 million and $1.1 million for the three-month periods ended March 31, 2022 and 2021, respectively.

Stock Options

Stock-based compensation expense related to stock options is based on the fair value on the date of grant using the Black-Scholes option pricing model and is amortized over the vesting period, generally between 1 to 4 years.

For the three-month periods ended March 31, 2022 and 2021, there was no stock-based compensation expense related to grants of stock options. All grants of stock options have been fully expensed.

Restricted Stock Units

Stock-based compensation expense related to restricted stock units 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.

The following is a summary of non-vested restricted stock units granted (in thousands, except grant date fair value data):


	Three-Month Period
	Ended March 31, 2022
	Number Granted	Weighted Average Fair Value
Restricted stock units	53	$	6.06

As of March 31, 2022, there was approximately $12.3 million of total unrecognized compensation expense related to grants of restricted stock units that is expected to be recognized over a weighted-average period of 1.7 years.

Income (Loss) Per Share

The following table illustrates the reconciliation of the basic and diluted income (loss) per share computations required by Accounting Standards Codification (ASC) 260-10, “Earnings per Share” (in thousands, except share and per share data):

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


	Three-Month Period
	Ended March 31,
	2022		2021
Basic earnings per share:
Numerator:
Net income (loss) attributable to common stockholders	$	1,887	$	5,429

Denominator:
Weighted average common shares outstanding		86,522,378		85,041,628

Per share:
Net income (loss) per share attributable to common stockholders	$	0.02	$	0.06

Diluted earnings per share:
Numerator:
Net income (loss) attributable to common stockholders	$	1,887	$	5,429

Denominator:
Weighted average common shares outstanding		86,522,378		85,041,628
Dilutive securities:
Stock options and restricted stock units		2,107,838		1,944,953
Diluted shares outstanding		88,630,216		86,986,581

Per share:
Net income (loss) per share attributable to common stockholders	$	0.02	$	0.06

For the three-month period ended March 31, 2022, a total of 17,411 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 three-month period ended March 31, 2021, there were no dilutive securities excluded from the computation of diluted income per share.

Treasury Stock

On March 1, 2022, the Company's Board of Directors approved a share repurchase of up to $20 million of the Company's common stock. Under this share repurchase program, the Company is authorized to purchase shares of its common stock from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors. On the same date, the Board terminated the Company's previous share repurchase program of up to $45 million of the Company's common stock.

In the three-month period ended March 31, 2022, the Company repurchased 1.1 million shares of its Class A common stock under the new share repurchase program for an aggregate purchase price of $7.1 million, or an average price per share of $6.41. As of March 31, 2022, all such repurchased shares were retired.

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.

2017 Credit Facility

On November 30, 2017 (the “Closing Date”), the Company entered into its 2017 Credit Facility pursuant to the 2017 Credit Agreement. The 2017 Credit Facility consists of a $300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”), which was drawn in full on the Closing Date. In addition, the 2017 Credit Facility provides that the Company may increase the aggregate principal amount of the 2017 Credit Facility by up to an additional $100.0 million plus the amount that would result in its first lien net leverage ratio (as such term is used in the 2017 Credit Agreement) not exceeding 4.0 to 1.0, subject to the Company satisfying certain conditions.

Borrowings under the Term Loan B Facility were used on the Closing Date (a) to repay in full all of the Company’s and its subsidiaries’ outstanding obligations under the Company’s previous credit facility and to terminate the credit agreement relating thereto (the “2013 Credit Agreement”), (b) to pay fees and expenses in connection with the 2017 Credit Facility, and (c) for general corporate purposes.

The 2017 Credit Facility is guaranteed on a senior secured basis by certain of the Company’s existing and future wholly-owned domestic subsidiaries, and is secured on a first priority basis by the Company’s and those subsidiaries’ assets.

The Company’s borrowings under the 2017 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 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%. The Term Loan B Facility expires on November 30, 2024 (the “Maturity Date”).

The amounts outstanding under the 2017 Credit Facility may be prepaid at the Company’s option without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a LIBOR rate loan. The principal amount of the Term Loan B Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2017 Credit Agreement, with the final balance due on the Maturity Date.

Subject to certain exceptions, the 2017 Credit Facility contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things:

•

incur liens on the Company’s property or assets;

•

make certain investments;

•

incur additional indebtedness;

•

consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets;

•

dispose of certain assets;

•

make certain restricted payments;

•

make certain acquisitions;

•

enter into substantially different lines of business;

•

enter into certain transactions with affiliates;

•

use loan proceeds to purchase or carry margin stock or for any other prohibited purpose;

•

change or amend the terms of the Company’s organizational documents or the organization documents of certain restricted subsidiaries in a materially adverse way to the lenders, or change or amend the terms of certain indebtedness;

•

enter into sale and leaseback transactions;

•

make prepayments of any subordinated indebtedness, subject to certain conditions; and

•

change the Company’s fiscal year, or accounting policies or reporting practices.

The 2017 Credit Facility also provides for certain customary events of default, including the following:

•

default for three (3) business days in the payment of interest on borrowings under the 2017 Credit Facility when due;

•

default in payment when due of the principal amount of borrowings under the 2017 Credit Facility;

•

failure by the Company or any subsidiary to comply with the negative covenants and certain other covenants relating to maintaining the legal existence of the Company and certain of its restricted subsidiaries and compliance with anti-corruption laws;

•

failure by the Company or any subsidiary to comply with any of the other agreements in the 2017 Credit Agreement and related loan documents that continues for thirty (30) days (or ten (10) days in the case of failure to comply with covenants related to inspection rights of the administrative agent and lenders and permitted uses of proceeds from borrowings under the 2017 Credit Facility) after the Company’s officers first become aware of such failure or first receive written notice of such failure from any lender;

•

default in the payment of other indebtedness if the amount of such indebtedness aggregates to $15.0 million or more, or failure to comply with the terms of any agreements related to such indebtedness if the holder or holders of such indebtedness can cause such indebtedness to be declared due and payable;

•

certain events of bankruptcy or insolvency with respect to the Company or any significant subsidiary;

•

final judgment is entered against the Company or any restricted subsidiary in an aggregate amount over $15.0 million, and either enforcement proceedings are commenced by any creditor or there is a period of 30 consecutive days during which the judgment remains unpaid and no stay is in effect;

•

any material provision of any agreement or instrument governing the 2017 Credit Facility ceases to be in full force and effect; and

•

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.

The Term Loan B Facility does not contain any financial covenants. In connection with the Company entering into the 2017 Credit Agreement, the Company and its restricted subsidiaries also entered into a Security Agreement, pursuant to which the Company and all of the companies existing in future wholly-owned domestic subsidiaries each granted a first priority security interest in the collateral securing the 2017 Credit Facility for the benefit of the lenders under the 2017 Credit Facility.

On June 4, 2021, the Company entered into the Second Amendment (the "Amendment") to the 2017 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”). The Amendment amends the 2017 Credit Agreement, primarily to permit additional investments in restricted subsidiaries that are not loan parties, and make certain changes to the definition of “Consolidated Net Income” for the purpose of calculating EBITDA as defined by the 2017 Credit Agreement. Pursuant to the Amendment, the Company agreed to pay to the Lenders consenting to the Amendment a fee equal to 0.375% of the aggregate principal amount of the outstanding loans held by such Lenders under the 2017 Credit Agreement as of June 4, 2021. This fee totaled approximately $0.6 million and it is amortized as interest expense over the remaining term of the Term Loan B.

The carrying amount of the Term Loan B Facility as of March 31, 2022 was $209.8 million, net of $1.7 million of unamortized debt issuance costs and original issue discount. The estimated fair value of the Term Loan B Facility as of March 31, 2022 was approximately $205.2 million. The estimated fair value is based on quoted prices in markets where trading occurs infrequently.

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. The Company from time to time may have bank deposits in excess of the FDIC insurance limits. As of March 31, 2022, the majority of all deposits are maintained in two financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

The Company’s credit risk is spread across a large number of customers in the U.S., 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. A valuation allowance 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 of 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 4% and 3% of total trade receivables as of March 31, 2022 and December 31, 2021, respectively. No single advertiser represents more than 5% of the total trade receivables.

Revenue from the largest advertiser represented 18% and 10% of total revenue for the three-month periods ended March 31, 2022 and 2021, respectively. No other advertiser represented more than 5% of the total revenue.

Estimated losses for bad debts are provided for in the consolidated financial statements through a charge to expense that aggregated $0.1 million and $1.1 million for the three-month periods ended March 31, 2022 and 2021, respectively. The net charge off of bad debts aggregated $0.1 million for each of the three-month periods ended March 31, 2022 and 2021.

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 their respective obligations to the Company. This in turn could materially adversely affect the Company’s business, results of operations and financial condition.

Revenue related to a single media company for which the Company acts as a commercial partner represented 53% and 56% of the Company's total revenue for the three-month periods ended March 31, 2022 and 2021, 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 consolidated balance sheets (in millions):


	March 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	$	28.3	$	28.3	$	—	$	—
Corporate bonds and notes	$	76.5			$	76.5
Asset-backed securities	$	8.5			$	8.5

Liabilities:
Contingent consideration	$	105.3	$	—		—	$	105.3


	December 31, 2021
	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	$	88.3	$	88.3	$	—	$	—

Liabilities:
Contingent consideration	$	114.9	$	—		—	$	114.9

Nonrecurring fair value measurements:
FCC licenses	$	0.7		—		—	$	0.7	$	(0.1	)

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

As of March 31, 2022, the following table summarizes the amortized cost and the unrealized (gains) losses of the available for sale securities (in thousands):



	Corporate Bonds and Notes					Asset-Backed Securities
	Amortized Cost		Unrealized gains (losses)			Amortized Cost		Unrealized gains (losses)
Due within a year	$	44,006	$	(219	)	$	-	$	-
Due after one year		32,877		(133	)		8,506		(27	)
Total	$	76,883	$	(352	)	$	8,506	$	(27	)

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 March 31, 2022 and December 31, 2021, the Company determined that a credit loss allowance is not required.

Included in interest income for the three-month periods ended March 31, 2022 and 2021 was interest income related to the Company’s available for sale securities of $0.4 million and $0.1 million, respectively.

The fair value of the contingent consideration is related to the acquisition of the remaining 49% of the issued and outstanding shares of stock of Cisneros Interactive, and the acquisitions of MediaDonuts and 365 Digital, and was estimated by applying the real options approach using level 3 inputs as further discussed in Note 7. The following table presents the changes in the contingent consideration (in millions):


	Three-Month Period
	Ended March 31,
	2022			2021
Beginning balance	$	114.9		$	-
Payments to sellers		(14.7	)		-
(Gain) loss recognized in earnings		5.1			-
Ending balance	$	105.3		$	-

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 millions):


	Foreign Currency Translation			Marketable Securities			Total
Accumulated other comprehensive income (loss) as of December 31, 2021	$	(1.2	)	$	0.3		$	(0.9	)
Other comprehensive income (loss)		-			(0.4	)		(0.4	)
Income tax (expense) benefit		-			0.1			0.1
Other comprehensive income (loss), net of tax		-			(0.3	)		(0.3	)
Accumulated other comprehensive income (loss) as of March 31, 2022		(1.2	)		-			(1.2	)

Foreign Currency

The Company’s reporting currency is the U.S. dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with ASC Topic 830, “Foreign Currency Matters” and the related rate fluctuation on transactions is included in the consolidated statements of operations.

For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the respective local currencies into U.S. dollars at the exchange rate prevailing at the balance sheet date and equity is translated at historical rates. Revenues and expenses are translated at the average exchange rate for the period. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive (income) loss.

Based on recent data reported by the International Monetary Fund, Argentina has been identified as a country with a highly inflationary economy. According to U.S. GAAP, a registrant should apply highly inflationary accounting in the first reporting period after such determination. Therefore, the Company transitioned the accounting for its Argentine operations to highly inflationary status as of July 1, 2018 and, commencing that date, changed the functional currency from the Argentine peso to the U.S. dollar.

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.

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 the first quarter of 2020, the Company listed for sale a building and related improvements in the Laredo, Texas area. During the first quarter of 2022, the Company entered into a sales agreement for $2.7 million and the sale is expected to close in the second quarter of 2022. The transaction met the criteria for classification as assets held for sale and the carrying value of $2.0 million is presented as Assets Held for Sale in the Consolidated Balance Sheet as of March 31, 2022.

Recent Accounting Pronouncements

There were no new accounting pronouncements that were issued or became effective since the issuance of the 2021 10-K that had, or are expected to have, a material impact on the Company’s consolidated financial statements.

Newly Adopted Accounting Standards

There were no new accounting standards that were adopted since the issuance of the 2021 10-K.