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Fair Value Measurements
12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements

10. FAIR VALUE MEASUREMENTS

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):

 

December 31, 2023

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

 

$

1.1

 

 

$

1.1

 

 

$

 

 

$

 

 

 

 

Corporate bonds and notes

 

$

13.2

 

 

 

 

 

 

$

13.2

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

28.0

 

 

$

 

 

 

 

 

$

28.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonrecurring fair value measurements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FCC licenses

 

$

27.6

 

 

 

 

 

 

 

 

$

27.6

 

$

(12.3

)

 

December 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

 

$

1.4

 

 

$

1.4

 

 

$

 

 

$

 

 

 

 

Corporate bonds and notes

 

$

44.5

 

 

 

 

 

 

$

44.5

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

63.8

 

 

$

 

 

 

 

 

$

63.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonrecurring fair value measurements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FCC licenses

 

$

24.5

 

 

 

 

 

 

 

 

$

24.5

 

$

(1.6

)

 

The Company held investments in a money market fund, corporate bonds and notes. The majority of the carrying value 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. 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. Realized gains and losses from the sale of available for sale securities are included in the Statements of Operations and were determined on a specific identification basis.

As of December 31, 2023, 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

 

$

2,811

 

 

$

(25

)

Due after one year

 

 

10,520

 

 

 

(134

)

Total

 

$

13,331

 

 

$

(159

)

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 December 31, 2023 and December 31, 2022, the Company determined that a credit loss allowance is not required.

Included in interest income for the years ended December 31, 2023, 2022 and 2021 was interest income related to the Company’s available for sale securities of $1.3 million, $2.1 million and $0.2 million, respectively.

The fair value of the contingent consideration is related to the acquisitions of:

the remaining 49% of the issued and outstanding shares of stock of a digital advertising solutions company that, together with its subsidiaries, does business under the name Cisneros Interactive ("Cisneros Interactive").

 

As of December 31, 2022, the contingent consideration was $41.4 million, of which $30.0 million was a current liability and $11.4 million was a noncurrent liability. As of December 31, 2023 the contingent consideration was $8.0 million, all of which is a current liability. The change in the fair value of the contingent consideration during the years ended December 31, 2023 and 2022, of $5.8 million income and $9.6 million expense, respectively, is reflected in the Consolidated Statements of Operations.

100% of the issued and outstanding shares of stock of a digital advertising solutions company in Southeast Asia that, together with its subsidiaries, does business under the name MediaDonuts ("MediaDonuts").

 

As of December 31, 2022, the contingent consideration was $22.2 million, of which $6.5 million was a current liability and $15.7 million was a noncurrent liability. As of December 31, 2023, the contingent consideration was $17.8 million, all of which is a noncurrent liability. The change in the fair value of the contingent consideration during the years ended December 31, 2023 and 2022, of $2.5 million expense and $6.4 million expense, respectively, is reflected in the Consolidated Statements of Operations.

100% of the issued and outstanding shares of stock of a digital advertising solutions company headquartered in South Africa, that, together with its subsidiaries, does business under the name 365 Digital ("365 Digital"). During the fourth quarter of 2023 the Company sold 100% of the issued and outstanding shares of 365 Digital for a de minimis amount. The sale resulted in a loss of $2.2 million, which is reflected as other operating loss in the Consolidated Statements of Operations.

 

As of December 31, 2022, the contingent consideration was $0.2 million, all of which was a noncurrent liability. As of December 31, 2023 the contingent consideration was $0.0 million. The change in the fair value of the contingent consideration during the years ended December 31, 2023 and 2022, of $0.5 million expense and $1.8 million income, respectively, is reflected in the Consolidated Statements of Operations.

the remaining 85% of the issued and outstanding shares of stock of Jack of Digital.

 

As of December 31, 2023, the contingent consideration was $0.3 million, all of which is a noncurrent liability.

100% of the issued and outstanding shares of stock of BCNMonetize.

 

As of December 31, 2023, the contingent consideration was $1.9 million, of which $1.2 million is a current liability and $0.7 million is a noncurrent liability. The change in the fair value of the contingent consideration during the year ended December 31, 2023, of $0.3 million expense, is reflected in the Consolidated Statements of Operations.

The fair value of the contingent consideration 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. These are significant inputs that are not observable in the market, which ASC 820-10-35 refers to as Level 3 inputs. The following table presents the changes in the contingent consideration (in millions):

 

 

Year Ended December 31,

 

 

2023

 

 

2022

 

Beginning balance

$

63.8

 

 

$

114.9

 

Additions from acquisitions

 

1.9

 

 

 

 

Payments to sellers

 

(35.2

)

 

 

(65.3

)

(Gain) loss recognized in earnings

 

(2.5

)

 

 

14.2

 

Ending balance

$

28.0

 

 

$

63.8