Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

14. STOCKHOLDERS’ EQUITY

The Company’s Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") authorizes both common and preferred stock.

Common Stock

The Company’s common stock has three classes, identified as Class A common stock, Class B common stock and Class U common stock. The Class A common stock and Class B common stock have similar rights and privileges, except that the Class B common stock is entitled to ten votes per share as compared to one vote per share for the Class A common stock. Each share of Class B common stock is convertible at the holder’s option into one fully paid and non-assessable share of Class A common stock and is required to be converted into one share of Class A common stock upon the occurrence of certain events as defined in the Certificate of Incorporation.

The requirement for the mandatory conversion of all outstanding shares of Class B common stock to be converted into shares of Class A common stock was met upon the passing of the Company's late Chief Executive Officer, Walter F. Ulloa, in 2022. No shares of Class B common stock are currently outstanding and no new shares of Class B common stock are expected to be issued in the future.

The 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 Federal Communications Commission, or FCC, license with respect to television stations which are affiliates of TelevisaUnivision, among other things. Class U Common stock is entitled to dividends as and when declared on common stock.

During the year ended December 31, 2022, the Company paid cash dividends totaling $0.10 per share, or $8.5 million in the aggregate, on all shares of Class A, Class B and Class U common stock. During the year ended December 31, 2021, the Company paid cash dividends totaling $0.10 per share, or $8.5 million in the aggregate, on all shares of Class A, Class B and Class U common stock. During the year ended December 31, 2020, the Company paid cash dividends totaling $0.13 per share, or $10.5 million in the aggregate, on all shares of Class A, Class B, and Class U common stock.

Preferred Stock

As of December 31, 2022 and 2021, there were no shares of any series of preferred stock issued and outstanding.

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.

During the year ended December 31, 2022, the Company has repurchased a total of 1.8 million shares of its Class A common stock under the new share repurchase program for an aggregate purchase price of $11.3 million, or an average price per share of $6.43. The Company did not repurchase any shares during the year ended December 31, 2021. The Company repurchased 0.3 million shares of Class A common stock at an average price of $2.02, for an aggregate purchase price per share of approximately $0.5 million, during the year ended December 31, 2020. All repurchased shares were retired as of December 31, 2022.

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.