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. The loan had a two-year term, an interest rate of 5% annually, and could be converted into 51% of the issued and outstanding shares of stock of Adsmurai at the Company’s sole discretion. If the Company elected not to convert the loan, the borrower had the option to repay the loan at maturity either in cash or with 51% of the issued and outstanding shares of stock of Adsmurai.

As of that date, the Company determined for accounting purposes that (i) Adsmurai was a VIE because the equity investors at risk, as a group, lacked the characteristics of a controlling financial interest; and (ii) the Company was the primary beneficiary because the conversion right gave it the power to direct the activities of the entity that most significantly impacted the entity’s economic performance.

The Company determined that Adsmurai was a business and accounted for its consolidation under the provisions of ASC 805, “Business Combinations”, and included Adsmurai's results of operations since the date of the loan in the Company's Condensed Consolidated Statements of Operations. The following is a summary of the final purchase price allocation (in millions):


Cash	$	7.4
Accounts receivable		11.9
Other assets		0.7
Fixed assets		2.8
Intangible assets subject to amortization		8.2
Goodwill		13.3
Current liabilities		(14.4	)
Deferred tax		(2.0	)
Debt		(2.8	)
Noncontrolling interest		(12.3	)
Convertible loan		(12.8	)

The fair value of the trade receivables is $11.9 million. The gross amount due under contract is $12.3 million, of which $0.4 million is expected to be uncollectable.

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

On April 3, 2023, the Company entered into an agreement (the “Adsmurai Acquisition Agreement”) among the Company and the selling stockholders of Adsmurai (the “Adsmurai Sellers”), 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. The Adsmurai Acquisition Agreement also contains representations, warranties, covenants and indemnities of the parties thereto.

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 €7,355,500 ($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 Loan”). The New Adsmurai Loan has a seven-year term, bears interest at a rate of 5% annually and can be repaid upon the exercise of the option rights set forth in the Adsmurai Options Agreement (defined below). The loan receivable is recorded within Other assets in the Condensed Consolidated Balance Sheets.

In connection with the Adsmurai Acquisition, the Company and the Adsmurai Sellers also entered into an Options Agreement (the “Adsmurai Options Agreement”). Subject to the terms of the Adsmurai Options Agreement, for a purchase price based on a

predetermined multiple of Adsmurai’s EBITDA in the trailing four fiscal quarters, plus amounts outstanding under the Adsmurai Loan:

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 Condensed 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. In addition, because the noncontrolling interest is not currently redeemable, but is probable that it will become redeemable, and because the Company has elected the immediate method to recognize changes in the redemption value as they occur, each reporting period a measurement period adjustment, if any, is recorded to adjust the noncontrolling interest to the higher of either the redemption value, assuming it was redeemable at the reporting date, or its carrying value. The fair value of the redeemable noncontrolling interest, which includes the Adsmurai Options Agreement, recognized on the acquisition date was $47.3 million. The fair value was estimated by applying the real options approach. Key assumptions include risk-neutral expected growth rates based on management’s assessments of expected growth in EBITDA, adjusted by appropriate factors capturing their correlation with the market and volatility, discounted at a cost of debt rate.

The following unaudited pro forma information has been prepared to give effect to the Company’s consolidation of Adsmurai as if the transaction had occurred on January 1, 2022. This pro forma information was adjusted to exclude acquisition fees and costs of $0.3 million for each of the three- and nine-month periods ended September 30, 2022, which were expensed in connection with the transaction. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this transaction occurred on such date, nor does it purport to predict the results of operations for any future periods.


In thousands, except share and per share data	Three-Month Period				Nine-Month Period
	Ended September 30,				Ended September 30,
	2023		2022		2023		2022
Pro Forma:
Total revenue	$	274,417	$	244,963	$	786,804	$	688,241
Net income (loss) attributable to common stockholders	$	2,719	$	9,706	$	2,622	$	20,557

Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic	$	0.03	$	0.11	$	0.03	$	0.24
Net income (loss) per share, attributable to common stockholders, diluted	$	0.03	$	0.11	$	0.03	$	0.23

Weighted average common shares outstanding, basic		87,995,567		84,945,873		87,803,770		85,469,675
Weighted average common shares outstanding, diluted		89,888,721		87,417,501		89,835,363		87,671,726

The table below presents the reconciliation of changes in redeemable noncontrolling interests (in thousands):


	Three-Month Period				Nine-Month Period
	Ended September 30,				Ended September 30,
	2023		2022		2023		2022
Beginning balance	$	47,288	$	-	$	-	$	-
Transfer of noncontrolling interest to redeemable noncontrolling interest		-		-		9,625		-
Acquisition of redeemable noncontrolling interest		-		-		37,675		-
Net income (loss) attributable to redeemable noncontrolling interest		13		-		1		-
Ending balance	$	47,301	$	-	$	47,301	$	-

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 in Pakistan, for $0.1 million.

As of that date, the Company determined for accounting purposes that (i) Jack of Digital was a VIE because the equity investors at risk, as a group, lacked the characteristics of a controlling financial interest; and (ii) the Company was the primary beneficiary because it had the power to direct the activities of the entity that most significantly impacted the entity’s economic performance.

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 and the balance will be paid in annual installments through December 2025. Additionally, the transaction includes a contingent earn-out payment based upon the achievement of an EBITDA target in calendar year 2026, calculated as a predetermined multiple of EBITDA for that year. The total purchase price for the acquisition, including the fair value of the contingent consideration, was $1.4 million.

The following unaudited pro forma information has been prepared to give effect to the Company’s consolidation of Jack of Digital as if the transaction had occurred on January 1, 2022. This pro forma information was adjusted to exclude acquisition fees and costs of $0.3 million for the nine-month period ended September 30, 2022, which were expensed in connection with the transaction. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this transaction occurred on such date, nor does it purport to predict the results of operations for any future periods.


In thousands, except share and per share data	Three-Month Period				Nine-Month Period
	Ended September 30,				Ended September 30,
	2023		2022		2023		2022
Pro Forma:
Total revenue	$	274,417	$	241,186	$	786,804	$	661,429
Net income (loss) attributable to common stockholders	$	2,719	$	9,421	$	2,809	$	20,166

Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic	$	0.03	$	0.11	$	0.03	$	0.24
Net income (loss) per share, attributable to common stockholders, diluted	$	0.03	$	0.11	$	0.03	$	0.23

Weighted average common shares outstanding, basic		87,995,567		84,945,873		87,803,770		85,469,675
Weighted average common shares outstanding, diluted		89,888,721		87,417,501		89,835,363		87,671,726

The table below presents the reconciliation of changes in noncontrolling interests (in thousands):


	Three-Month Period					Nine-Month Period
	Ended September 30,					Ended September 30,
	2023		2022			2023			2022
Beginning balance	$	-	$	-		$	14,947		$	-
Distributions to noncontrolling interest		-		-			(4,356	)		-
Transfer of noncontrolling interest to redeemable noncontrolling interest		-		-			(9,625	)		-
Acquisition of noncontrolling interest		-		12,897			(624	)		12,897
Net income (loss) attributable to noncontrolling interest		-		(303	)		(342	)		(303	)
Ending balance	$	-	$	12,594		$	-		$	12,594

On May 19, 2023, the Company acquired 100% of the issued and outstanding shares of stock of BCNMonetize, a global mobile app marketing solutions company headquartered in Barcelona, Spain. The acquisition, funded from the Company’s cash on hand, included an initial purchase price of $6.0 million in cash, which amount was adjusted at closing to $7.2 million due to customary purchase price adjustments for cash, indebtedness and estimated working capital. Additionally, the transaction includes contingent earn-out payments based upon the achievement of certain EBITDA targets in calendar years 2023 through 2026, calculated as a predetermined multiple of EBITDA for each of those years. The total purchase price for the acquisition, including the fair value of the contingent consideration, was $8.8 million.

The fair value of the assets acquired includes trade receivables of $2.8 million. The gross amount due under contract was $2.9 million, of which $0.1 million was expected to be uncollectable.

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

As noted above, the acquisition of BCNMonetize includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to the selling stockholders of BCNMonetize, based on a pre-determined multiple of BCNMonetize's 12-month EBITDA in calendar years 2023 through 2026. The fair value of the contingent consideration recognized on the acquisition date of $1.6 million was estimated by applying the real options approach. Key assumptions include risk-neutral expected growth rates based on management’s assessments of expected growth in EBITDA, adjusted by appropriate factors capturing their correlation with the market and volatility, discounted at a cost of debt rate ranging from 8.2% to 8.4% over the three-year period. These are significant inputs that are not observable in the market, which ASC 820-10-35 refers to as Level 3 inputs.

During the three-and nine-month periods ended September 30, 2023, BCNMonetize generated net revenue of $4.1 million and $4.9 million, respectively. During the three-and nine-month periods ended September 30, 2023, BCNMonetize generated net income, excluding the impact of contingent consideration liability adjustments, of $0.2 million and $0.3 million, respectively.

The following unaudited pro forma information has been prepared to give effect to the Company’s acquisition of BCNMonetize as if the acquisition had occurred on January 1, 2022. This pro forma information was adjusted to exclude acquisition fees and costs of

$0.2 million for the nine-month period ended September 30, 2023, which were expensed in connection with the acquisition. 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.


In thousands, except share and per share data	Three-Month Period				Nine-Month Period
	Ended September 30,				Ended September 30,
	2023		2022		2023		2022
Pro Forma:
Total revenue	$	274,417	$	244,179	$	792,817	$	671,171
Net income (loss) attributable to common stockholders	$	2,719	$	10,241	$	4,312	$	23,095

Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic and diluted	$	0.03	$	0.12	$	0.05	$	0.27
Net income (loss) per share, attributable to common stockholders, diluted	$	0.03	$	0.12	$	0.05	$	0.26

Weighted average common shares outstanding, basic		87,995,567		84,945,873		87,803,770		85,469,675
Weighted average common shares outstanding, diluted		89,888,721		87,417,501		89,835,363		87,671,726

The changes in the carrying amount of goodwill for each of the Company’s operating segments for the nine-month period ended September 30, 2023 are as follows (in thousands):


	December 31,		Purchase Price		Additions From		September 30,
(in thousands)	2022		Adjustments		Acquisitions		2023
Digital	$	46,442	$	201	$	3,480	$	50,123
Television		40,549		-		-		40,549
Consolidated	$	86,991	$	201	$	3,480	$	90,672