(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of ~~November 7, 2017,~~July 31, 2023, there were ~~65,724,502~~78,644,012 shares, $0.0001 par value per share, of the registrant’s Class A common stock outstanding, ~~14,927,613~~0 shares, $0.0001 par value per share, of the registrant’s Class B common stock outstanding and 9,352,729 shares, $0.0001 par value per share, of the registrant’s Class U common stock outstanding.

FORM 10-Q FOR THE ~~THREE-~~THREE AND ~~NINE-MONTH~~SIX-MONTH PERIODS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2023

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of ~~1934.~~1934, as amended, or the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or, “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see the section entitled “Risk Factors,” beginning on page 2938 of our Annual Report on Form 10-K for the year ended December 31, ~~2016 and beginning on page 37 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.~~2022 (our “2022 10-K”).


	Nine-Month Period						Six-Month Period
	Ended September 30,						Ended June 30,
	2017			2016			2023			2022
Cash flows from operating activities:
Net income	$	163,321		$	13,402
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)							$	(302	)	$	10,354
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		12,460			11,724			12,980			12,658
Cost of revenue - television (spectrum usage rights)		12,131			-
Deferred income taxes		99,514			8,887			(129	)		(3,213	)
Amortization of debt issue costs		595			579
Non-cash interest								179			711
Amortization of syndication contracts		311			289			240			231
Payments on syndication contracts		(300	)		(270	)		(241	)		(234	)
Equity in net income (loss) of nonconsolidated affiliate		175			-
Non-cash stock-based compensation		3,149			2,634			10,021			5,209
(Gain) loss on marketable securities								61			-
(Gain) loss on disposal of property and equipment								18			(638	)
(Gain) loss on debt extinguishment								1,556			-
Change in fair value of contingent consideration								(2,942	)		6,076
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		12,790			5,804			17,480			17,588
(Increase) decrease in prepaid expenses and other assets		(1,830	)		(952	)
(Increase) decrease in prepaid expenses and other current assets, operating leases right of use asset and other assets								(3,297	)		(1,252	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(8,862	)		(3,192	)		11,467			15,416
Net cash provided by operating activities		293,454			38,905			47,091			62,906
Cash flows from investing activities:
Purchases of short-term investments		-			(30,000	)
Proceeds from maturity of short term investments		-			30,000
Proceeds from sale of property and equipment and intangibles								50			2,671
Purchases of property and equipment		(9,639	)		(6,960	)		(14,858	)		(3,209	)
Purchases of intangible assets		(32,588	)		-
Purchase of a business, net of cash acquired								(6,930	)		-
Purchases of marketable securities								(10,172	)		(87,239	)
Proceeds from sale of marketable securities								28,093			10,499
Purchases of investments		(2,200	)		(250	)		(200	)		-
Deposits on acquisitions		(1,240	)		-
Purchase of a business, net of cash acquired		(7,489	)		-
Issuance of loan receivable								(8,086	)		-
Net cash used in investing activities		(53,156	)		(7,210	)		(12,103	)		(77,278	)
Cash flows from financing activities:
Net proceeds from stock option exercises		11			1,885
Payments on long-term debt		(2,813	)		(2,813	)
Proceeds from stock option exercises								554			218
Tax payments related to shares withheld for share-based compensation plans								(95	)		(267	)
Payments on debt								(213,245	)		(1,500	)
Dividends paid		(10,179	)		(8,371	)		(8,782	)		(4,291	)
Distributions to noncontrolling interest								(3,380	)		-
Repurchase of Class A common stock		(1,778	)		-			-			(11,280	)
Payment of contingent consideration								(31,710	)		(43,606	)
Principal payments under finance lease obligation								(76	)		(39	)
Proceeds from borrowings on debt								212,419			-
Payments for debt issuance costs								(1,777	)		-
Net cash used in financing activities		(14,759	)		(9,299	)		(46,092	)		(60,765	)
Effect of exchange rates on cash, cash equivalents and restricted cash		17			-			1			(6	)
Net increase (decrease) in cash, cash equivalents and restricted cash		225,556			22,396			(11,103	)		(75,143	)
Cash, cash equivalents and restricted cash:
Beginning		61,520			47,924			111,444			185,843
Ending		287,076			70,320		$	100,341		$	110,700

Supplemental disclosures of cash flow information:
Cash payments for:
Interest		10,489			11,040		$	8,155		$	3,459
Income taxes		671			534		$	3,582		$	7,438

Supplemental disclosures of non-cash operating, investing and financing activities:
Supplemental disclosures of non-cash investing and financing activities:
Capital expenditures financed through accounts payable, accrued expenses and other liabilities	$	604		$	775		$	2,097		$	1,150
Contingent consideration included in accounts payable, accrued expenses and other liabilities	$	18,026		$	-
Fair value of contingent consideration related to acquisitions and purchase of noncontrolling interest							$	1,854		$	-
Fair value of put and call option of redeemable noncontrolling interest							$	47,300		$	-

The consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. These consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, ~~2016~~2022 included in the Company’s ~~Annual Report on Form~~2022 10-K for the year ended December 31, ~~2016.~~2022. The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, ~~2017~~2023 or any other future period.

2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company is a ~~leading~~global advertising solutions, media and technology company. The Company's operations encompass integrated, end-to-end advertising solutions across multiple media, comprised of digital, television and audio properties. The Company's digital segment, whose operations are located in Latin America, Europe, the United States, Asia and Africa, reaches a global market, with a focus on advertisers principally in emerging economies that wish to advertise on digital platforms owned and operated primarily by global media ~~company that reaches~~companies. The Company's television and ~~engages~~audio operations reach and engage primarily U.S. Hispanics ~~across acculturation levels and media channels, as well as consumers located primarily~~ in ~~Mexico and other markets in Latin America.~~the United States. The ~~Company’s expansive portfolio encompasses integrated marketing and media solutions, comprised of television, radio and digital properties and data analytics services. The Company’s~~Company's management has determined that the Company operates in three reportable segments as of ~~September~~June 30, ~~2017,~~2023, based upon the type of advertising ~~medium,~~medium: digital, television and audio.

The Company's digital segment provides digital end-to-end advertising solutions that allow advertisers to reach online users worldwide. These solutions are comprised of four business units:

•

the Company's digital commercial partnerships business;

•

Smadex, the Company's programmatic ad purchasing platform;

•

the Company's mobile growth solutions business; and

•

the Company's digital audio business.

Through the Company's digital commercial partnerships business – the largest of its digital business units – the Company acts as an intermediary between primarily global media companies and advertising customers or their ad agencies. The global media companies represented by the Company include Meta Platforms, or Meta (formerly known as Facebook Inc.), X Corp., or X (formerly known as Twitter, Inc.), ByteDance Ltd., or ByteDance, which ~~segments are television broadcasting, radio broadcasting,~~owns the TikTok platform, and Spotify AB, or Spotify, as well as other media companies, in 40 countries throughout the world. The Company's dedicated local sales teams sell advertising space on these media companies' digital ~~media.~~platforms to its advertising customers or their ad agencies for the placement of ads directed to online users of a wide range of Internet-connected devices. The ~~television broadcasting segment includes revenue generated from~~Company also provides some of its advertising ~~retransmission consent agreements~~customers billing, technological and other support, including strategic marketing and training, which it refers to as managed services.

Smadex is the ~~monetization of~~Company's programmatic ad purchasing platform, on which advertisers can purchase ad inventory. This business – the ~~Company’s spectrum assets.~~

~~Revenue Recognition~~

~~Television~~purchase and ~~radio revenue related to the~~ sale of advertising inventory electronically – is ~~recognized at~~referred to in the ~~time of broadcast. Revenue for contracts with~~Company's industry as programmatic advertising. Smadex is also a “demand-side" platform, which allows advertisers to purchase space from online marketplaces on which media companies list their advertising ~~agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded as gross revenue~~inventory. Most advertisements acquired through Smadex are placed on mobile devices, but they may also be placed on computers and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided. Digital revenue is recognized when display or other digital advertisements record impressions on the websites of the Company’s third-party publishers or as the advertiser’s performance goals are delivered.

The Company generates revenue under arrangements that are sold on a stand-alone basis within a specific segment, and those that are sold on a combined basis across multiple segments. The Company has determined that in such revenue arrangements which contain multiple products and services, revenues are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.

In August 2008, the Company entered into a proxy agreement with Univision pursuant to which the Company granted Univision the right to negotiate retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Advertising related to carriage of the Company’s Univision- and UniMás-affiliated television station signals is recognized at the time of broadcast. See more details under “Related Party” below and Note 7 to Notes to Consolidated Financial Statements, “Subsequent Events”.

Internet-connected televisions. The Company also ~~generates revenue from agreements associated~~provides managed services to some of its advertising customers in connection with their use of its Smadex platform.

The Company also offers a mobile growth solutions business, which provides managed services to advertisers looking to connect with consumers, primarily on mobile devices. This business allows the Company to manage programmatic media buys for its advertising customers or their ad agencies through multiple ad purchasing platforms in real time across multiple channels.

The Company's digital audio business provides digital audio advertising solutions for advertisers in the Americas. The Company's advertising customers and their ad agencies use these solutions to promote their brands on online audio streams, and provides them with tools to target specific users by demographic and geographic categories.

The Company also has a diversified media portfolio that targets primarily Hispanic audiences. The Company owns and/or operates 49 primary television ~~stations’ spectrum usage rights~~stations located primarily in ~~order~~California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. The Company’s television operations comprise the largest affiliate group of both the top-ranked primary Univision television network of TelevisaUnivision Inc. (“TelevisaUnivision”) and TelevisaUnivision’s UniMás network. The Company owns and operates 45 radio stations in 14 U.S. markets. Its radio stations consist of 37 FM and 8 AM stations located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. The Company also sells advertisements and syndicates radio programming to ~~accommodate~~more than 100 markets across the ~~operations of telecommunications operators. These agreements modify or relinquish the spectrum usage rights~~United States.

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

The COVID-19 pandemic did not have a material effect on the Company's business, from either an operational or financial perspective, during the three- and six-month periods ended June 30, 2023. 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, in part, from the pandemic, the Company ~~such~~anticipates that the ~~spectrum can be utilized by telecommunications operators free~~pandemic will continue to have little or no material effect on its business, from ~~interference. Revenue from such agreements is recognized when~~either an operational or financial perspective, in future periods. Nonetheless, the Company ~~has relinquished~~cannot give any assurance whether a resurgence of the pandemic in any location where its ~~permanent spectrum usage rights~~operations have employees or ~~has relinquished~~in which it operates would not adversely affect its ~~rights to operate the station on the existing channel free from interference.~~operations and/or results of operations.

Restricted Cash

As of ~~September~~June 30, ~~2017,~~2023 and December 31, 2022, the Company’s balance sheet includes ~~$231.1~~$0.8 million in restricted cash, which was deposited into a separate account as collateral for the ~~account~~Company’s letters of ~~a qualified intermediary to comply with Internal Revenue Code Section 1031 requirements to execute a like-kind exchange.~~ 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):


	As of
	June 30,
	2023		2022
Cash and cash equivalents	$	99,580	$	109,950
Restricted cash		761		750
Total as presented in the Consolidated Statements of Cash Flows	$	100,341	$	110,700

Related Party

Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. The ~~Company’s~~ network affiliation ~~agreements, as amended,~~agreement with ~~Univision provide~~TelevisaUnivision provides certain of ~~its~~the Company’s owned stations the exclusive right to broadcast ~~Univision’s~~TelvisaUnivision’s primary Univision network and UniMás network programming in their respective markets. ~~These long-term affiliation agreements each expire in 2021, and can be renewed for multiple, successive two-year terms at Univision’s option, subject to the Company’s consent.~~ Under the ~~Univision~~ network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on ~~Univision’s primary~~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 UniMás network affiliation agreement, the Company retains the right to sell approximately four and a half minutes per hour of the available advertising time on the UniMás network, subject to adjustment from time to time by Univision. TelevisaUnivision.

Under the network affiliation ~~agreements, Univision~~agreement, TelevisaUnivision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the ~~Company’s~~ Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to ~~Univision~~TelevisaUnivision relating to sales of all advertising for broadcast on ~~the Company’s~~its Univision- and UniMás-affiliate television stations. During the three-month periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, the amount the Company paid ~~Univision~~TelevisaUnivision in this capacity was ~~$2.4~~$1.5 million and ~~$2.6~~$1.8 million, respectively. During the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, the amount the Company paid ~~Univision~~TelevisaUnivision in this capacity was ~~$7.1~~$3.0 million and ~~$7.4~~$3.3 million, respectively. These amounts were included in Direct Operating Expenses in the Company's Condensed Consolidated Statements of Operations.

The Company also generates revenue under two marketing and sales agreements with ~~Univision,~~TelevisaUnivision, which give ~~the Company~~it the right ~~through 2021~~ to manage the marketing and sales operations of ~~Univision-owned UniMás and~~TelevisaUnivision-owned Univision affiliates in ~~six~~three markets – Albuquerque, Boston ~~Denver, Orlando, Tampa~~ and ~~Washington, D.C.~~Denver.

~~In August 2008,~~

Under the ~~Company entered into a~~Company’s current proxy agreement with ~~Univision pursuant to which~~TelevisaUnivision, the Company ~~granted Univision~~grants TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television ~~stations for a term of six years, expiring in December 2014, which Univision and the Company have extended through September 30, 2017.~~station signals. Among

other things, the proxy agreement provides terms relating to compensation to be paid to the Company by ~~Univision~~TelevisaUnivision with respect to retransmission consent agreements entered into with ~~Multichannel Video Programming Distributors~~multichannel video programming distributors, (“MVPDs”). 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. The Company has entered into multiple short-term extensions of the proxy agreement since its December 2014 expiration, and it is the Company’s current intention to negotiate with Univision one or more further extensions of the current proxy agreement or a new proxy agreement; however, no assurance can be given regarding the terms of any such extension or new agreement or that any such extension or new agreement will be entered into. As of ~~September~~June 30, ~~2017,~~2023, the amount due to the Company from ~~Univision~~TelevisaUnivision was ~~$4.0~~$10.7 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended June 30, 2023 and 2022, retransmission consent revenue accounted for $9.3 million and $9.0 million, respectively, of which $6.5 million and $6.2 million, respectively, relate to the TelevisaUnivision proxy agreement. During the six-month periods ended June 30, 2023 and 2022, retransmission consent revenue accounted for $18.9 million and $18.2 million, respectively, of which $13.1 million and $12.5 million, respectively, relate to the TelevisaUnivision proxy agreement.

On October 2, 2017, the Company entered into the current affiliation agreement with TelevisaUnivision, which superseded and replaced the Company's prior affiliation agreements with TelevisaUnivision. Additionally, on the same date, the Company entered into the current proxy agreement and current marketing and sales agreements with TelevisaUnivision, each of which superseded and replaced the prior comparable agreements with TelevisaUnivision. The term of each of these current agreements expires on December 31, 2026 for all of the ~~proxy~~Univision and UniMás network affiliate stations, except that each current agreement ~~extends~~expired on December 31, 2021 with respect to ~~any MVPD for~~ the ~~length of the term of any retransmission consent agreement~~Univision and UniMás network affiliate stations in ~~effect before the expiration of the proxy agreement. See also Note 7 to Notes to Consolidated Financial Statements, “Subsequent Events”.~~Orlando, Tampa and Washington, D.C.

~~Univision~~TelevisaUnivision currently owns approximately ~~10%~~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~~TelevisaUnivision, has limited voting rights and does not include the right to elect directors. 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, the Company will not, without the consent of Univision, merge, consolidate or enter into another business combination, dissolve or liquidate the Company or dispose of any interest in any Federal Communications Commission, or FCC, license for any of its Univision-affiliated television stations, among other things. 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.~~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 (“FCC”) license with respect to television stations which are affiliates of TelevisaUnivision, 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 ~~$1.1~~$6.0 million and ~~$0.7~~$2.6 million for the three-month periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively. Stock-based compensation expense ~~related to grants of stock options and restricted stock units~~ was ~~$3.1~~$10.0 million and ~~$2.6~~$5.2 million for the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, 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.

As of September 30, 2017, there was approximately $0.1 million of total unrecognized compensation expense related to grants of stock options that is expected to be recognized over a weighted-average period of 1.0 years.

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.~~years.

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

Nine-month Period

Ended September 30, 2017

Number
Granted

Weighted-Average
Fair
Value

Restricted stock units

61

$
5.75


	Three-Month Period				Six-Month Period
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Restricted stock units granted		200	122			3,814	175
Weighted average fair value	$	4.66	$	5.13	$	6.53	$	5.41

The 2023 restricted stock units reflect the annual grant, which was made in February 2023, and the Board of Directors grant, which was made in June 2023. In previous years, the annual grant was typically in December of the same year.

As of ~~September~~June 30, ~~2017,~~2023, there was ~~approximately $3.0~~$24.6 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 ~~1.3~~1.7 years.

Certain of the Company’s management-level employees were granted performance stock units that are contingent upon achievement of specified pre-established performance goals over the performance period, which is fiscal year 2017, and vesting over a period of three years, subject to the recipient's continued service with the Company. The performance goals are based on achievement of net revenue and/or EBITDA goals. Depending on the outcome of the performance goals, the recipient may ultimately earn performance restricted stock units between 0% and 200% of the number of performance restricted stock units granted. For the three- and nine-month periods ended September 30, 2017, there was no share-based compensation expense related to performance restricted stock units.

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):

Three-Month Period

Nine-Month Period

Ended September 30,

Ended September 30,

2017

2016

2017

2016

Basic earnings per share:

Numerator:

Net income
$
157,208

$
5,415

$
163,321

$
13,402

Denominator:

Weighted average common shares outstanding

90,517,492

89,590,135

90,370,679

89,208,732

Per share:

Net income per share
$
1.74

$
0.06

$
1.81

$
0.15

Diluted earnings per share:

Numerator:

Net income
$
157,208

$
5,415

$
163,321

$
13,402

Denominator:

Weighted average common shares outstanding

90,517,492

89,590,135

90,370,679

89,208,732

Dilutive securities:

Stock options and restricted stock units

1,643,616

1,899,840

1,615,267

1,980,226

Diluted shares outstanding

92,161,108

91,489,975

91,985,946

91,188,958

Per share:

Net income per share
$
1.71

$
0.06

$
1.78

$
0.15


	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023		2022
Basic earnings per share:
Numerator:
Net income (loss) attributable to common stockholders	$	(1,989	)	$	8,467	$	52	$	10,354

Denominator:
Weighted average common shares outstanding		87,787,772			84,959,130		87,706,282		85,735,916

Per share:
Net income (loss) per share attributable to common stockholders	$	(0.02	)	$	0.10	$	0.00	$	0.12

Diluted earnings per share:
Numerator:
Net income (loss) attributable to common stockholders	$	(1,989	)	$	8,467	$	52	$	10,354

Denominator:
Weighted average common shares outstanding		87,787,772			84,959,130		87,706,282		85,735,916
Dilutive securities:
Stock options and restricted stock units		-			2,026,687		2,100,813		2,067,262
Diluted shares outstanding		87,787,772			86,985,817		89,807,095		87,803,178

Per share:
Net income (loss) per share attributable to common stockholders	$	(0.02	)	$	0.10	$	0.00	$	0.12

~~Basic income (loss)~~For the three-month period ended June 30, 2023, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per ~~share is computed as net income (loss) divided by~~share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average ~~number of~~ shares outstanding for ~~the period. Diluted income (loss)~~diluted earnings per share ~~reflects the potential dilution,~~ if ~~any, that could occur from shares issuable through stock options and restricted stock awards.~~

~~For the three- and nine-month periods ended September 30, 2017, a total of 277 and 11,346~~their effect was not antidilutive was 2,038,928 equivalent shares of dilutive securities ~~respectively,~~for the three-month period ended June 30, 2023.

For the six-month period ended June 30, 2023, a total of 1,122,655 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- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2016,~~2022, a total of ~~509~~81,700 and ~~14,331~~49,556 shares, respectively, of dilutive securities ~~respectively,~~ 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.

Treasury Stock

~~Treasury stock is included as a deduction from equity in~~On March 1, 2022, the ~~Stockholders’ Equity section of the Consolidated Balance Sheets.~~

~~On July 13, 2017, the~~Company's Board of Directors approved ~~the~~a share repurchase of up to ~~$15~~$20 million of the ~~Company’s~~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~~Company's previous share repurchase program of up to ~~$20~~$45 million of the ~~Company’s~~Company's common stock.

~~The~~In the three- and six-month periods ended June 30, 2023, the Company did not repurchase any shares of its Class A common stock. As of June 30, 2023, the Company has repurchased ~~0.3~~a total of 1.8 million shares of its Class A common stock ~~at an average price of $5.62,~~under the current share repurchase program for an aggregate purchase price of ~~approximately $1.8~~$11.3 million, ~~during the three-month period ended September 30, 2017.~~or an average price per share of $6.43. All such repurchased shares were retired as of ~~September~~June 30, ~~2017.~~

~~Investments~~ 2023.

~~During~~Treasury stock is included as a deduction from equity in the ~~first quarter~~Stockholders’ Equity section of ~~2016,~~ the ~~Company entered into an agreement with a financial institution~~Condensed Consolidated Balance Sheets. Shares repurchased pursuant to ~~purchase a nine-month certificate of deposit (the “CD”) for $30.0 million, which was recorded in “Short-term investments” on~~ the ~~consolidated balance sheets~~Company’s share repurchase program are retired during the ~~term~~same calendar year.

2017 Credit Facility

The following discussion pertains to the Company’s previous credit facility (the "2017 Credit Facility") and the agreement, as amended (the “2017 Credit Agreement”), governing the 2017 Credit Facility. It does not purport to be a complete discussion of the ~~CD.~~

full terms and conditions of the 2017 Credit Facility or the 2017 Credit Agreement. For more information, please refer to the 2017 Credit Agreement itself.

The ~~CD matured during the third quarter of 2016~~2017 Credit Agreement was amended and ~~the funds returned to “Cash and cash equivalents” on the consolidated balance sheet.~~

The Company made an investment in Chanclazo Studios, Inc. (“Chanclazo”), a digital production studio that creates and distributes short and long form 3D animation, virtual reality and augmented reality content for Hispanic audiences. The net investment in Chanclazo totals $1.0 million for a 12.5% ownership interest,restated as of ~~September 30, 2017. The investment was recorded in “Other assets” on the consolidated balance sheet and is accounted for using the cost method.~~

The Company made an investment in Cocina Vista, LLC (“Cocina”), a digital media company focused on Spanish and Latin American food and cooking in the United States, Spain and Latin America, during the second quarter of 2017. The net investment in Cocina totaled $1.7 million for a 34.35% ownership interest. The Company is required to make a second investment of $1.5 million, for a total ownership interest of 51%, if Cocina achieves certain EBITDA goals. As of September 30, 2017, Cocina had not achieved those goals. The investment was recorded in “Other assets” on the consolidated balance sheet and is accounted for using the equity method.

~~2013 Credit Facility~~

~~On May 31, 2013,~~March 17, 2023, when the Company entered into the ~~2013~~Amended and Restated Credit Agreement (the "2023 Credit Agreement"), establishing its current credit facility (the "2023 Credit Facility"). A discussion of the 2023 Credit Facility and the 2023 Credit Agreement follows this discussion.

On November 30, 2017 (the “2017 Closing Date”), the Company entered into the 2017 Credit Facility pursuant to the ~~2013~~2017 Credit Agreement. The ~~2013~~2017 Credit Facility ~~consists~~consisted of a ~~$20.0 million senior secured Term Loan A Facility (the “Term Loan A Facility”), a $375.0~~$300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”~~; and together with the Term Loan A Facility, the “Term Loan Facilities”~~), which was drawn in full on ~~August 1, 2013 (the “Term Loan B Borrowing Date”), and a $30.0 million senior secured Revolving Credit Facility (the “Revolving Credit Facility”). In addition,~~ the 2013 Credit Facility provides that the Company may increase the aggregate principal amount of the 2013 Credit Facility by up to an additional $100.0 million, subject to the Company satisfying certain conditions.2017 Closing Date.

Borrowings under the Term Loan AB Facility were used on the ~~closing date of the 2013 Credit Facility (the “Closing Date”) (together with cash on hand)~~2017 Closing Date (a) to ~~(a)~~ repay in full all of the outstanding obligations of the Company and its subsidiaries under the ~~then outstanding~~Company’s previous credit facility ~~(the “2012 Credit Agreement”)~~ and to terminate the ~~2012 Credit Agreement, and~~credit agreement relating thereto, (b) to pay fees and expenses in connection with the ~~2013~~2017 Credit ~~Facility. As discussed in more detail below,~~Facility, and (c) for general corporate purposes.

The 2017 Credit Facility was guaranteed on ~~August 1, 2013,~~a senior secured basis by certain of the ~~Company drew~~Company’s existing and future wholly-owned domestic subsidiaries, and was secured on a first priority basis by the Company’s and those subsidiaries’ assets.

The Company’s borrowings under the 2017 Credit Facility bore interest on the ~~Company’s~~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%. As of March 16, 2023, the interest rate on the Company's Term Loan B was 7.38%. The Term Loan B Facility had an expiration date on November 30, 2024 (the “Original Maturity Date”).

The amounts outstanding under the 2017 Credit Facility could be prepaid at the Company’s option without premium or penalty, provided that certain limitations were 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 was to 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 Original Maturity Date.

As further discussed below, on March 17, 2023, the Company repaid in full all of the outstanding obligations under the 2017 Credit Agreement and accounted for this repayment as an extinguishment of debt in accordance with Accounting Standards Codification ("ASC") 470, "Debt". The repayment resulted in a loss on debt extinguishment of $1.6 million, which included a write-off of unamortized debt issuance costs in the amount of $1.1 million.

2023 Credit Facility

The following discussion pertains to the 2023 Credit Facility and the 2023 Credit Agreement. It does not purport to be a complete discussion of the full terms and conditions of the 2023 Credit Facility or the 2023 Credit Agreement. For more information, please refer to the 2023 Credit Agreement itself.

On March 17, 2023 (the “2023 Closing Date”), the Company entered into the 2023 Credit Facility, pursuant to the 2023 Credit Agreement, by and among the Company, Bank of America, N.A., as Administrative Agent (the “Agent”), and the other financial institutions party thereto as Lenders (collectively, the “Lenders” and individually each a “Lender”).

As provided for in the 2023 Credit Agreement, the 2023 Credit Facility consists of (i) a $200.0 million senior secured Term A Facility (the "Term A Facility"), which was drawn in full on the 2023 Closing Date, and (ii) a $75.0 million Revolving Credit Facility (the “Revolving Credit Facility”), of which $11.5 million was drawn on the 2023 Closing Date. In addition, the 2023 Credit Agreement provides that the Company may increase the aggregate principal amount of the 2023 Credit Facility by an additional amount equal to $100.0 million plus the amount that would result in the Company’s first lien net leverage ratio (as such term is used in the 2023 Credit Agreement) not exceeding 2.25 to 1.0, subject to the Company satisfying certain conditions.

Borrowings under the 2023 Credit Facility were used on the 2023 Closing Date (a) to repay in full all of the outstanding loans under the Term Loan A Facility and (b) redeem in full all of the then outstanding notes (the “Notes”). The Company intends to use any future borrowings under the Revolving Credit Facility to provide for working capital, capital expenditures and other general corporate purposesobligations of the Company and ~~from time~~its subsidiaries under the 2017 Credit Facility, (b) to ~~time fund a portion of certain acquisitions,~~pay fees and expenses in ~~each case subject to~~connection the ~~terms~~2023 Credit Facility and ~~conditions set forth in the 2013~~(c) for general corporate purposes. The 2023 Credit ~~Agreement.~~Facility matures on March 17, 2028 (the “Maturity Date”).

The ~~2013~~2023 Credit Facility is guaranteed on a senior secured basis by ~~all~~certain of the Company’s existing and future wholly-owned domestic subsidiaries, ~~(the “Credit Parties”). The 2013 Credit Facility is~~and secured on a first priority basis by the Company’s and ~~the Credit Parties’~~those subsidiaries’ assets. Upon the redemption of the Notes, the security interests and guaranties of the Company and its Credit Parties under the indenture governing the Notes (the “Indenture”) and the Notes were terminated and released.

The Company’s borrowings under the ~~2013~~2023 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 Term SOFR (as defined in the 2023 Credit Agreement) plus a margin

between 2.50% and 3.00%, depending on the Total Net Leverage Ratio or (ii) the Base Rate (as defined in the ~~2013~~2023 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement); or (ii) LIBOR (as defined in the 2013 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement). As of September 30, 2017, the Company’s effective interest rate was 3.5%. The Term Loan A Facility expireda margin between 1.50% and 2.00%, depending on the ~~Term Loan B Borrowing Date, which was August 1, 2013. The Term Loan B Facility expires on May 31, 2020 (the “Term Loan B Maturity Date”) and~~Total Net Leverage Ratio. In addition, the unused portion of the Revolving Credit Facility ~~expires~~is subject to a rate per annum between 0.30% and 0.40%, depending on ~~May 31, 2018 (the “Revolving Loan Maturity Date”).~~the Total Net Leverage Ratio.

As ~~defined in~~of June 30, 2023, the ~~2013~~interest rate on the Company's Term A Facility and the drawn portion of the Revolving Credit Facility ~~“Applicable Margin” means:~~was 7.95%.

~~(a) with respect to the Term Loans (i) if a Base Rate Loan, one and one half percent (1.50%) per annum and (ii) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and~~

~~(b) with respect to the Revolving Loans:~~

(i) for the period commencing on the Closing Date through the last day of the calendar month during which financial statements for the fiscal quarter ending September 30, 2013 are delivered: (A) if a Base Rate Loan, one and one half percent (1.50%) per annum and (B) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and

(ii) thereafter, the Applicable Margin for the Revolving Loans shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable First Lien Net Leverage Ratio then in effect pursuant to the appropriate column under the table below:

First Lien Net Leverage Ratio

LIBOR Margin

Base Rate Margin

≥ 4.50 to 1.00


2.50
%

1.50
%
< 4.50 to 1.00


2.25
%

1.25
%

In the event the Company engages in a transaction that has the effect of reducing the yield of any loans outstanding under the Term Loan B Facility within six months of the Term Loan B Borrowing Date, the Company will owe 1% of the amount of the loans so repriced or replaced to the Lenders thereof (such fee, the “Repricing Fee”). Other than the Repricing Fee, theThe amounts outstanding under the ~~2013~~2023 Credit Facility may be prepaid at the option of the Company 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~~Term SOFR loan. The principal amount of the ~~(i)~~ Term ~~Loan~~ A ~~Facility shall be paid in full on the Term Loan B Borrowing Date, (ii) Term Loan B~~ Facility shall be paid in installments on the dates and in the respective amounts set forth in the ~~2013~~2023 Credit Agreement, with the final balance due on the ~~Term Loan B~~ Maturity ~~Date and (iii) Revolving~~Date.

The Company incurred debt issuance costs of $1.8 million associated with the 2023 Credit Facility. Debt outstanding under the 2023 Credit Facility ~~shall be due~~is presented net of issuance costs on the ~~Revolving Loan Maturity Date.~~Company's condensed consolidated balance sheets. The debt issuance costs are amortized on an effective interest basis over the term of the 2023 Credit Facility, and are included in interest expense in the Company's condensed consolidated statements of operations.

Subject to certain exceptions, the ~~2013~~2023 Credit Agreement contains covenants that limit the ability of the Company and ~~the Credit Parties~~its restricted subsidiaries to, among other things:

•

incur~~additional indebtedness or change or amend the terms of any senior indebtedness, subject to~~ certain ~~conditions;~~

~~incur~~ liens on ~~the~~its property or ~~assets of the Company and the Credit Parties;~~

assets;

•

~~dispose of~~make certain ~~assets;~~

investments;

•

incur certain additional indebtedness;

•

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

•

dispose of certain assets;

•

make certain ~~investments;~~

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;

•

~~incur certain contingent obligations;~~

~~make certain restricted payments; and~~

~~enter new lines of business,~~ change ~~accounting methods~~ or amend the terms of organizational documents of the Company or ~~any Credit Party~~certain restricted subsidiaries in ~~any~~a materially adverse way to the ~~agent~~lenders, or change or amend the ~~lenders.~~

terms of certain indebtedness;

•

permit certain financial ratios to fall out of compliance;

•

enter into sale and leaseback transactions;

•

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

•

violate the Foreign Corrupt Practices Act or other anti-bribery laws of other jurisdictions; or

•

change its fiscal year, or accounting policies or reporting practices.

The ~~2013~~2023 Credit ~~Agreement~~Facility also requires compliance with a financial ~~covenant~~covenants related to total net leverage ratio and interest coverage ratio (calculated as set forth in the ~~2013~~2023 Credit Agreement) ~~in the event that the revolving credit facility is drawn.~~.

The ~~2013~~2023 Credit Agreement ~~also provides for~~includes the following events of default and certain other customary events of ~~default, including~~default:

•

any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the ~~following:~~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 interruption of operations of any television or radio station for more than 96 consecutive hours during any period of seven consecutive days;

•

default for three ~~(3)~~(3) business days in the payment when due of principal or interest on borrowings under the ~~2013~~2023 Credit ~~Facility when due;~~

Facility;

•

default for five (5) business days in the payment when due of ~~the principal amount of borrowings~~any other amounts due under the ~~2013~~2023 Credit Facility;

•

failure by the Company or any ~~Credit Party~~subsidiary to comply with the negative covenants ~~financial covenants (provided, that, an event of default under the Term Loan Facilities will not have occurred due to a violation of~~(including the financial ~~covenants until the revolving lenders have terminated their commitments and declared all obligations to be due and payable),~~covenants) and certain other covenants relating to maintenance of customary property insurance coverage, maintenance of books and accounting records and permitted uses of proceeds from borrowings under the 2013 Credit Facility, each as set forthcontained in the ~~2013~~2023 Credit Agreement;

•

material breaches of certain representations and warranties by the Company or any subsidiary;

•

failure by the Company or any ~~Credit Party~~subsidiary to comply with ~~any of the~~certain other ~~agreements~~covenants in the ~~2013~~2023 Credit Agreement and related loan documents that continues for thirty ~~(30)~~(30) days (or ten ~~(10)~~(10) days in the case of ~~certain financial statement delivery obligations) after officers~~failure to comply with covenants related to inspection rights of the ~~Company~~administrative agent and lenders and permitted uses of proceeds from borrowings under the 2023 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~~$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;

•

~~failure of the Company or any Credit Party to pay, vacate or stay final judgments aggregating over $15.0 million for a period of thirty (30) days after the entry thereof;~~

certain events of bankruptcy or insolvency with respect to the Company or any ~~Credit Party;~~

significant subsidiary;

•

~~certain change~~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 ~~control events;~~

30 consecutive days during which the judgment remains unpaid and no stay is in effect;

•

~~the revocation or invalidation~~any material provision of any agreement or instrument governing the ~~Notes or any subordinated indebtedness, including the Intercreditor Agreement;~~2023 Credit Facility ceases to be in full force and

effect;

•

~~any termination, suspension, revocation, forfeiture, expiration (without timely application for renewal)~~a change of control of the Company; or

•

the failure to create, or ~~material adverse amendment~~the cessation of, any ~~material media license.~~

liens contemplated by the 2023 Credit Agreement.

In connection with the Company entering into the 2013 Credit Agreement, the Company and the Credit Parties also entered into an Amended and Restated Security Agreement, pursuant to which the Company and the Credit Parties each granted a first priority The security ~~interest in the collateral securing the 2013 Credit Facility for the benefit of the lenders under the 2013 Credit Facility.~~

On August 1, 2013, the Company drew on borrowings under the Company’s Term Loan B Facility. The borrowings were used to (i) repay in full all of the outstanding loans under the Company’s Term Loan A Facility; (ii) redeem in full and terminate all of its outstanding obligations (the “Redemption”) on August 2, 2013 (the “Redemption Date”) under the Indenture, in an aggregate principal amount of approximately $324 million, and (iii) pay any fees and expenses in connection therewith. The redemption price for the redeemed Notes was 106.563% of the principal amount, plus accrued and unpaid interest thereon to the Redemption Date.

~~The Redemption constituted a complete redemption of the Notes, such~~agreement that no amount remained outstanding following the Redemption. Accordingly, the Indenture has been satisfied and discharged in accordance with its terms and the Notes have been cancelled, effective as of the Redemption Date.

~~Effective August 1, 2017,~~ the Company entered into ~~the First Amendment (the “Amendment”)~~with respect to ~~the 2013~~its 2017 Credit ~~Agreement. Pursuant~~Facility remains in effect with respect to this Amendment, among other things, the Company is allowed to make certain restricted payments in an amount not to exceed $40 million, plus, for each anniversary of the effective date of the Amendment, an additional $20 million so long as, in the case of restricted payments made in reliance on any such additional amounts, the total net leverage ratio would not exceed 5.5 to 1 after giving effect to the restricted payment.its 2023 Credit Facility.

The Amendment also makes certain technical and conforming changes to the terms of the 2013 Credit Agreement. All other provisions of the 2013 Credit Agreement remain in full force and effect unless expressly amended or modified pursuant to the Amendment.

~~In each of December 2014, 2015 and 2016, the Company made a prepayment of $20.0 million, to reduce the amount of loans outstanding under the Term Loan B Facility.~~

The carrying amount of the Term Loan BA Facility as of ~~September~~June 30, ~~2017~~ 2023 approximated its fair value and was $~~287.7~~197.5 million, net of ~~$2.3~~$1.2 million of unamortized debt issuance ~~costs.~~ costs and original issue discount.

As of June 30, 2023, the Company believes that it is in compliance with all covenants in the 2023 Credit Agreement.

Concentrations of Credit Risk and Trade Receivables

The ~~estimated fair value~~Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. From time to time, the Company has had, and may have, bank deposits in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. As of June 30, 2023, the majority of all U.S. deposits are maintained in two financial institutions. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. In addition, to the Company's knowledge, all of the ~~Term Loan B Facility~~bank deposits held in banks outside of the United States are not insured.

The Company’s credit risk is spread across a large number of customers in the United States, 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. An allowance for doubtful accounts 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 6% and 2% of total trade receivables as of ~~September~~June 30, ~~2017~~ ~~was~~ ~~$290.0 million. The estimated fair value is calculated using an income approach which projects expected future cash flows~~2023 and ~~discounts them using a rate based on industry and market yields.~~

~~Derivative Instruments~~

The Company uses derivatives in the management of its interest rate risk with respect to its variable rate debt. The Company‘s strategy is to eliminate the cash flow risk on a portion of its variable rate debt caused by changes in the benchmark interest rate (LIBOR). Derivative instruments are not entered into for speculative purposes.

~~As required by the terms~~December 31, 2022, respectively. No single advertiser represents more than 5% of the ~~Company’s 2013 Credit Agreement, on December 16, 2013,~~total trade receivables.

Revenue from the ~~Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount~~largest advertiser represented 13% and 16% of $186.0 million at a fixed rate of 2.73%, resulting in an all-in fixed rate of 5.23%. The interest rate swap agreements took effect on December 31, 2015 with a maturity date on December 31, 2018. Under these interest rate swap agreements, the Company pays at a fixed rate and receives payments at a variable rate based on three-month LIBOR. The interest rate swap agreements effectively fix the floating LIBOR-based interest of $186.0 million outstanding LIBOR-based debt. The interest rate swap agreements were designated and qualified as a cash flow hedge; therefore, the effective portion of the changes in fair value is recorded in accumulated other comprehensive income. Any ineffective portions of the changes in fair value of the interest rate swap agreements will be immediately recognized directly to interest expense in the consolidated statement of operations. The change in fair value of the interest rate swap agreementstotal revenue for the three-month periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016 was~~2022, respectively, and 13% and 16% of total revenue for the six-month periods ended June 30, 2023 and 2022, respectively. This

advertiser pays on a ~~gain~~frequent basis and management does not believe this concentration of ~~$0.5~~credit represents a significant risk to the Company. 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 $0.7 million and ~~$0.6~~$0.9 million net of tax, respectively, and was included in “Other comprehensive income (loss)”. The change in fair value of the interest rate swap agreements for the nine-month periods ended September 30, 2017 and 2016 was a gain of $1.3 million and a gain of $0.1 million, net of tax, respectively, and was included in “Other comprehensive income (loss)”. The Company paid $0.7 million of interest related to the interest rate swap agreements for the three-month ~~period~~periods ended ~~September~~June 30, ~~2017~~. 2023 and 2022, respectively, and $1.7 million and $1.0 million for the six-month periods ended June 30, 2023 and 2022, respectively. The net charge off of bad debts aggregated $0.1 million and $0.3 million for the three-month periods ended June 30, 2023 and 2022, respectively, and $0.3 million and $0.4 million for the six-month periods ended June 30, 2023 and 2022, respectively.

Dependence on Global Media Companies

The Company ~~paid $2.2 million~~is dependent on the continued commercial agreements with, as well as the financial and business strength of, ~~interest~~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 fails to perform its respective obligations to the Company or terminates its relationship with the Company. This in turn could materially adversely affect the Company’s business, results of operations and financial condition.

Revenue related to a single global media company for which the ~~interest rate swap agreements~~ Company acts as a commercial partner represented 53% and 52% of the Company's total revenue for the ~~nine-month period~~three-month periods ended ~~September~~June 30, ~~2017~~. As2023 and 2022, respectively, and 52% of ~~September~~the Company's total revenue for each of the six-month periods ended June 30, ~~2017,~~2023 and 2022. The Company expects that this dependence will continue. Based on communications with this media company, the Company ~~estimates that none~~will receive a lower rate of payment on the ~~unrealized gains or losses included~~Company's sales made on behalf of this media company beginning in ~~accumulated other comprehensive income or loss related to these interest rate swap agreements will be realized~~the second half of 2023, resulting in lower margins.

Fair Value Measurements

The Company measures certain financial assets and ~~reported in earnings within the next twelve months.~~

~~The carrying amount of the interest rate swap agreements is recorded~~liabilities at fair value ~~including non-performance risk, when material. The fair~~on a recurring basis. Fair value ~~of each interest rate swap agreement~~ is ~~determined by using multiple broker quotes, adjusted for non-performance risk, when material, which estimate~~ the ~~future discounted cash flows of any future payments that may be made under such agreements.~~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.

~~The fair value of the interest rate swap liability as of September 30, 2017 was $2.7 million and was recorded in “Other long-term liabilities” on the consolidated balance sheets.~~

~~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 condensed consolidated balance sheets (in millions):


	June 30, 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	$	1.3	$	1.3	$	—	$	—
Corporate bonds and notes	$	25.9		—	$	25.9		—
Asset-backed securities	$	0.6		—	$	0.6		—
U.S. Government securities	$	0.4		—	$	0.4		—

Liabilities:
Contingent consideration	$	31.0	$	—		—	$	31.0


	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’s money market account is comprised of cash and cash equivalents, which are recorded at their fair market value within Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

The Company’s available for sale debt securities are comprised of corporate bonds and notes, asset-backed securities, and U.S. Government securities. The majority of the carrying value of these securities held by the Company are investment grade. 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 Marketable securities in the Condensed 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 Condensed Statements of Operations and were determined on a specific identification basis.

September 30, 2017

Total Fair Value
and Carrying
Value on Balance
Sheet

Fair Value Measurement Category

Level 1

Level 2

Level 3

Liabilities:

Interest rate swap

$
2.7

$
-

$
2.7

$
-

December 31, 2016

Total Fair Value
and Carrying
Value on Balance
Sheet

Fair Value Measurement Category

Level 1

Level 2

Level 3

Liabilities:

Interest rate swap

$
4.8

$
-

$
4.8

$
-

As of June 30, 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					Asset-Backed Securities					U.S. Government securities
	Amortized Cost		Unrealized gains (losses)			Amortized Cost		Unrealized gains (losses)			Amortized Cost		Unrealized gains (losses)
Due within a year	$	11,532	$	(142	)	$	-	$	-		$	369	$	(1	)
Due after one year		14,927		(385	)		585		(4	)		-		-
Total	$	26,459	$	(527	)	$	585	$	(4	)	$	369	$	(1	)

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 June 30, 2023 and December 31, 2022, the Company determined that a credit loss allowance is not required.

Included in interest income for the three-month periods ended June 30, 2023 and 2022 was interest income related to the Company’s available for sale securities of $0.3 million and $0.7 million, respectively. Included in interest income for the six-month periods ended June 30, 2023 and 2022 was interest income related to the Company’s available for sale securities of $0.8 million and $1.1 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 liability was adjusted to its fair value of $41.4 million, of which $30.0 million was a current liability and $11.4 million was a noncurrent liability. As of June 30, 2023 the contingent liability was adjusted to its current fair value of $8.0 million, of which $7.1 million is a current liability and $0.9 million is a noncurrent liability. The change in the fair value of the contingent liability during the three-month periods ended June 30, 2023 and 2022, of $0.6 million expense and $0.5 million expense, respectively, is reflected in the Consolidated Statements of Operations. The change in the fair value of the contingent liability during the six-month periods ended June 30, 2023 and 2022, of $5.9 million income and $1.0 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 liability was adjusted to its fair value of $22.2 million, of which $6.5 million was a current liability and $15.7 million was a noncurrent liability. As of June 30, 2023 the contingent liability was adjusted to its current fair value of $20.9 million, of which $11.0 million is a current liability and $9.9 million is a noncurrent liability. The change in the fair value of the contingent liability during the three-month periods ended June 30, 2023 and 2022, of $0.5 million expense and $1.7 million expense, respectively, is reflected in the Consolidated Statements of Operations. The change in the fair value of the contingent liability during the six-month periods ended June 30, 2023 and 2022, of $2.2 million expense and $3.3 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").

As of December 31, 2022, the contingent liability was adjusted to its fair value of $0.2 million, all of which was a noncurrent liability. As of June 30, 2023 the contingent liability fair value was $0.2 million, of which $0.1 million is a current liability and $0.1 million is a noncurrent liability. The change in the fair value of the contingent liability during the three-month periods ended June 30, 2023 and 2022, of de minimis expense and $1.2 million income, respectively, is reflected in the Consolidated Statements of Operations. The change in the fair value of the contingent liability during the six-month periods ended June 30, 2023 and 2022, of $0.7 million expense and $1.8 million expense, respectively, is reflected in the Consolidated Statements of Operations.

•

the remaining 85% of the issued and outstanding shares of stock of a digital marketing services company that, together with its subsidiaries, does business under the name Jack of Digital ("Jack of Digital").

As of June 30, 2023, the contingent liability fair value was $0.3 million, all of which is a noncurrent liability.

•

100% of the issued and outstanding shares of stock of a global mobile app marketing solutions company that, together with its subsidiaries, does business under the name BCNMonetize ("BCNMonetize").

As of June 30, 2023, the contingent liability fair value was $1.6 million, of which $1.0 million is a current liability and $0.6 million is a noncurrent liability.

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):


	Six-Month Period
	Ended June 30,
	2023			2022
Beginning balance	$	63.8		$	114.9
Additions from acquisitions		1.8			-
Payments to sellers		(31.7	)		(43.6	)
(Gain) loss recognized in earnings		(2.9	)		6.1
Ending balance	$	31.0		$	77.4

As of June 30, 2023 the contingent liability fair value was included in the Condensed Consolidated Balance Sheets in the amount of $19.1 million as a current liability within Accounts payable and accrued expenses, and $11.9 million as a noncurrent liability within Other long-term liabilities.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes foreign currency translation adjustments ~~from those subsidiaries not using~~and changes in the ~~U.S. dollar as their functional currency and the cumulative gains and losses~~fair value of ~~derivative instruments that qualify as cash flow hedges.~~ available for sale securities.

The following table provides a roll-forward of accumulated other comprehensive income (loss) ~~for the nine-month periods ended~~ ~~September 30, 2017~~ ~~and 2016~~(in ~~millions)~~thousands):


	Foreign Currency Translation			Marketable Securities			Total
Accumulated other comprehensive income (loss) as of December 31, 2022	$	(1,345	)	$	(165	)	$	(1,510	)
Other comprehensive income (loss)		16			138			154
Income tax (expense) benefit		-			(35	)		(35	)
Amounts reclassified from AOCI		-			31			31
Income tax (expense) benefit		-			(8	)		(8	)
Other comprehensive income (loss), net of tax		16			126			142
Accumulated other comprehensive income (loss) as of March 31, 2023		(1,329	)		(39	)		(1,368	)
Other comprehensive income (loss)		(71	)		106			35
Income tax (expense) benefit		-			(27	)		(27	)
Amounts reclassified from AOCI		-			29			29
Income tax (expense) benefit		-			(7	)		(7	)
Other comprehensive income (loss), net of tax		(71	)		101			30
Accumulated other comprehensive income (loss) as of June 30, 2023		(1,400	)		62			(1,338	)

2017

2016

Accumulated other comprehensive loss as of January 1,
$
(3.0
)

$
(4.1
)
Foreign currency translation (gain) loss
$
0.1

$
-

Change in fair value of interest rate swap agreements
$
2.1

$
0.1

Income tax (expense) benefit
$
(0.8
)

$
-

Other comprehensive income (loss), net of tax
$
1.4

$
0.1

Accumulated other comprehensive loss as of September 30,
$
(1.6
)

$
(4.0
)

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 isand long term assets are 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 data reported by the International Monetary Fund, Argentina has been identified as a country with a highly inflationary economy. According to 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

~~The Company incurs cost~~Cost of revenue ~~in certain of its operations. In~~related to the Company’s digital ~~media~~ segment ~~cost of revenue~~ consists primarily of the costs of online media acquired from third-party ~~publishers. Media cost is~~media companies.

Assets Held For Sale

Assets are classified as ~~cost~~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.

Variable Interest Entities

In accordance with the provisions of the Financial Accounting Standards Board or ASC 810, “Consolidation,” the Company evaluates entities for which control is achieved through means other than voting rights to determine if the Company is the primary beneficiary of a variable interest entity (a "VIE"). An entity is a VIE if it has any of the following characteristics:(1) the entity has insufficient equity to permit it to finance its activities without additional subordinated financial support; (2) equity holders, as a group, lack the characteristics of a controlling financial interest; or (3) the entity is structured with non-substantive voting rights. The primary beneficiary of a VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that the Company is the primary beneficiary of such entity.

In determining whether it is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; and the significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions.

The Company may change its original assessment of a VIE upon subsequent events such as the acquisition of a majority of the equity of a previously existing VIE, the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. See Note 7 for more details.

Recent Accounting Pronouncements

There were no new accounting pronouncements that were issued or became effective since the issuance of the 2022 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 2022 10-K.

4. LEASES

The Company’s leases are considered operating leases and primarily consist of real estate such as office space, broadcasting towers, land and land easements. A Right of Use (“ROU”) asset and lease liability is recognized as of the lease commencement date based on the present value of the future minimum lease payments over the lease term. As the implicit rate for operating leases is not readily determinable, the future minimum lease payments were discounted using an incremental borrowing rate. Due to the Company’s centralized treasury function, the Company applied a portfolio approach to discount its domestic lease obligations using its secured publicly traded U.S. dollar denominated debt instruments interpolating the duration of the debt to the remaining lease term. The incremental borrowing rate for international leases is the interest rate that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The operating leases are reflected within the condensed consolidated balance sheet as Operating leases right of use asset with the related liability presented as Operating lease liabilities and Long-term operating lease liabilities. Lease expense is recognized on a straight-line basis over the lease term.

Generally, lease terms include options to renew or extend the lease. Unless the renewal option is considered reasonably certain, the exercise of any such options have been excluded from the calculation of lease liabilities. In addition, as permitted within the

guidance, ROU assets and lease liabilities are not recorded for leases within an initial term of one year or less. The Company’s existing leases have remaining terms of less than one year up to 27 years. Certain of the Company’s lease agreements include rental payments based on changes in the consumer price index (“CPI”). Lease liabilities are not remeasured as a result of changes in the CPI; instead, changes in the CPI are treated as variable lease payments and recognized in the period in which the ~~corresponding revenue is recognized.~~related obligation was incurred. Lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~In the television segment, cost of revenue consists primarily~~Certain real estate leases include additional costs such as common area maintenance (non-lease component), as well as property insurance and property taxes. These costs were excluded from future minimum lease payments as they are variable payments. As such, these costs were not part of the ~~carrying value~~calculation of ~~spectrum usage rights surrendered~~ROU assets and lease liabilities associated with operating leases upon transition.

The Company’s corporate headquarters are located in Santa Monica, California. The Company leased approximately 16,000 square feet of space in the ~~FCC auction for broadcast spectrum.~~

~~Recent Accounting Pronouncements~~

~~In May 2014,~~building housing its corporate headquarters under a lease that was most recently amended as of June 7, 2022. The lease, as amended, provided that the ~~Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~Company would relocate and expand its corporate headquarters within the same building to a space consisting of approximately 38,000 square feet, at which ~~amended~~point the ~~existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon~~term of the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations~~ ~~; ASU No. 2016-10,~~ ~~Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing~~ ~~; ASU No. 2016-12,~~ ~~Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients~~ ~~; and ASU No. 2016-20,~~ ~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~lease will be extended until January 31, 2034. The Company ~~must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12~~moved into temporary premises in December 2022, and ~~ASU 2016-20 with ASU 2014-09 (collectively,~~completed its relocation into the ~~“new revenue standards”). The new revenue standards are effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2017.~~ permanent premises during the second quarter of 2023.

The Company ~~currently expects~~also leased approximately 41,000 square feet of space in the building housing its radio network headquarters in Los Angeles, California. In 2021, the Company amended the lease to ~~adopt the~~terminate it in September 2022 and paid a termination fee of $0.4 million in 2022. The Company leased this space on a month-to-month basis until June 2023, and then relocated all of its personnel into its new, ~~revenue standards~~permanent premises in ~~its first quarter~~Santa Monica.

The types of ~~2018. Based on~~properties required to support each of the Company’s ~~evaluation performed~~television and radio stations typically include offices, broadcasting studios and antenna towers where broadcasting transmitters and antenna equipment are located. The majority of the Company’s office, studio and tower facilities are leased pursuant to ~~date,~~non-cancelable long-term leases. The Company also owns the buildings and/or land used for office, studio and tower facilities at certain of its television and/or radio properties. The Company ~~believes that its revenues will not be materially impacted by~~owns substantially all of the ~~new guidance. Specifically,~~equipment used in its television and radio ~~spot advertising contracts are short-term in nature with transaction price consideration agreed upon in advance.~~ broadcasting business.

The ~~Company expects revenue will continue~~following table summarizes the expected future payments related to ~~be recognized when commercials are aired. Further,~~operating lease liabilities as of June 30, 2023:


(in thousands)
Remainder of 2023	$	4,387
2024		9,944
2025		9,359
2026		7,730
2027		6,046
2028 and thereafter		33,847
Total minimum payments	$	71,313
Less amounts representing interest		(17,654	)
Less amounts representing tenant improvement allowance		(399	)
Present value of minimum lease payments		53,260
Less current operating lease liabilities		(6,397	)
Long-term operating lease liabilities	$	46,863

The weighted average remaining lease term and the ~~Company expects that revenue earned under retransmission agreements will be recognized under~~weighted average discount rate used to calculate the ~~licensing~~Company’s lease liabilities as of ~~intellectual property guidance in~~June 30, 2023 were 8.8 years and 6.2%, respectively. The weighted average remaining lease term and the ~~standard, which will not have a material change~~weighted average discount rate used to ~~its current revenue recognition.~~ calculate the Company’s lease liabilities as of June 30, 2022 were 9.1 years and 6.3%, respectively.

The ~~Company will continue to evaluate the impact to its online digital media revenue.~~

The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company currently plans to adopt this ASU under the modified retrospective method.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~ ~~which specifies the accounting for leases. For~~following table summarizes operating ~~leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the~~ lease payments ~~in its balance sheet.~~ and supplemental non-cash disclosures:


	Six-Month Period Ended June 30,
(in thousands)	2023		2022
Cash paid for amounts included in lease liabilities:

Operating cash flows from operating leases	$	4,107	$	5,146
Non-cash additions to operating lease assets	$	4,657	$	2,998

The ~~standard also requires a lessee to recognize a single~~following table summarizes the components of operating lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.expense:

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~ which requires entities to use a current expected credit loss (“CECL”) model which is a new impairment model based on expected losses rather than incurred losses. Under this model an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of life-time expected credit losses upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.


	Three-Month Period		Three-Month Period		Six-Month Period		Six-Month Period
	Ended June 30,		Ended June 30,		Ended June 30,		Ended June 30,
(in thousands)	2023		2022		2023		2022
Operating lease cost	$	2,471	$	2,208	$	4,948	$	4,373
Variable lease cost		391		274		583		592
Short-term lease cost		1,196		591		2,621		1,006
Total lease cost	$	4,058	$	3,073	$	8,152	$	5,971

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)~~ which provides specific guidance on eight cash flow classification issues arising from certain cash receipts and cash payments. Currently, GAAP either is unclear or does not include specific guidance on the eight cash flow classification issues addressed in this topic. The objective is to reduce current and potential future diversity in practice. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of the ASU to have a material impact on its consolidated financial statements.

~~In October 2016, the FASB issued ASU 2016-16,~~ ~~Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory~~ which allows entities to recognize the income tax consequences on an intra-entity transfer of an asset other than inventory when the transfer occurs. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. In addition, there has been diversity in the application of the current guidance for transfers of certain intangible and tangible assets. The objective is to reduce complexity in accounting standards. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business~~ to provide a more robust framework to use in determining when a set of assets and activities is considered a business. The objective is to add guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted only for certain transactions. The Company does not expect the adoption of the ASU to have a material impact on its consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,~~ which removes Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The objective is to reduce the cost and complexity of evaluating goodwill for impairment. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of the ASU to have a material impact on its consolidated financial statements.

~~In May 2017, the FASB issued ASU 2017-09,~~ ~~Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting~~, to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718, to change the terms and conditions of a share-based payment award. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. ASU 2017-09 is ~~effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted.~~ ~~The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements~~.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), to expand an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allow for a simplified approach for fair value hedging of interest rate risk. ASU 2017-12 eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, ASU 2017-12 simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. ASU 2017-12 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.

~~Newly Adopted Accounting Standards~~

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~ which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 requires companies to record excess tax benefits and tax deficiencies as a component of the provision for income taxes in the period in which they occur. The Company has adopted the provisions of ASU 2016-09 on a modified retrospective basis as of January 1, 2017, which resulted in a cumulative-effect adjustment of $2.4 million to “Deferred income taxes” and “Total stockholders’ equity” on the consolidated balance sheets. Additionally, duringFor the three-month period ended ~~September~~June 30, ~~2017,~~2023, lease cost of $1.5 million, $2.3 million and $0.3 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the ~~Company recorded a benefit in income tax expense of $0.6 million due to the adoption of this new standard. During the nine-month~~six-month period ended ~~September~~June 30, ~~2017,~~2023, lease cost of $2.9 million, $4.6 million and $0.7 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively.

For the ~~Company~~three-month period ended June 30, 2022, lease cost of $1.5 million, $1.4 million and $0.2 million, were recorded ~~a benefit in income tax expense~~to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the six-month period ended June 30, 2022, lease cost of ~~$0.8~~$3.0 million, ~~due~~$2.7 million and $0.3 million, were recorded to ~~the adoption of this new standard.~~

~~In November 2016, the FASB issued ASU 2016-18,~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash a Consensus of the FASB Emerging Issues Task Force~~ ~~to enhance~~direct operating expenses, selling, general and ~~clarify the guidance on the classification~~administrative expenses and presentation of restricted cash in the statement of cash flows. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The objective is to reduce diversity in practice. The Company elected to early adopt the provisions of ASU 2016-18 in the third quarter of 2017, which caused $231.1 million of restricted cash to be included within end-of-period cash and cash equivalents on the statement of cash flows.corporate expenses, respectively.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of such amounts in the consolidated statements of cash flows:

September 30, 2017

December 31, 2016
Cash and cash equivalents

$
56.0

$
61.5
Restricted Cash

$
231.1

$
-
Cash, cash equivalents and restricted shown in the consolidated statements of cash flows

$
287.1

$
61.5

3.5. SEGMENT INFORMATION

The Company’s management has determined that the Company operates in three reportable segments as of June 30, 2023, based upon the type of advertising ~~medium:~~medium, which segments are digital, television ~~broadcasting, radio broadcasting~~ and ~~digital media.~~audio. The Company’s segments results reflect information presented on the same basis that is used for internal management reporting and it is also how the chief operating decision maker evaluates the business.

Digital

~~Television Broadcasting~~The Company's digital segment, whose operations are located in Latin America, Europe, the United States, Asia and Africa, reaches a global market, with a focus on advertisers principally in emerging economies that wish to advertise on digital platforms owned and operated primarily by global media companies.

The Company provides digital end-to-end advertising solutions that allow advertisers to reach online users worldwide. These solutions are comprised of four business units:

•

the Company's digital commercial partnerships business;

•

Smadex, the Company's programmatic ad purchasing platform;

•

the Company's mobile growth solutions business; and

•

the Company's digital audio business.

Through the Company's digital commercial partnerships business – the largest of its digital business units – the Company acts as an intermediary between primarily global media companies and advertising customers or their ad agencies. The global media companies represented by the Company include Meta (formerly known as Facebook Inc.), Spotify, ByteDance and X (formerly known as Twitter, Inc.), as well as other media companies throughout the world. The Company's dedicated local sales teams sell advertising space on these and other media companies' digital platforms to its advertising customers or their ad agencies for the placement of ads directed to online users of a wide range of Internet-connected devices. The Company also provides some of its advertising customers billing, technological and other support, including strategic marketing and training, which it refers to as managed services.

Smadex is the Company's programmatic ad purchasing platform, on which advertisers can purchase ad inventory. This business – the purchase and sale of advertising inventory electronically – is referred to in the Company's industry as programmatic advertising. Smadex is also a “demand-side" platform, which allows advertisers to purchase space from online marketplaces on which media companies list their advertising inventory. Most advertisements acquired through Smadex are placed on mobile devices, but they may also be placed on computers and other Internet-connected devices. The Company also provides managed services to some of its advertising customers in connection with their use of its Smadex platform.

Television

The Company's television operations reach and engage primarily U.S. Hispanics in the United States. The Company owns and/or operates 5549 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. The Company generates revenue from advertising, retransmission consent agreements and the monetization of spectrum usage rights in these markets.

~~Radio Broadcasting~~Audio

The Company's audio operations reach and engage primarily U.S. Hispanics in the United States. The Company owns and operates 4945 radio stations ~~(38~~(37 FM and 118 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.

The Company ~~owns and operates a national sales representation division, Entravision Solutions, through which the Company~~also sells advertisements and syndicates radio programming to more than ~~300 stations~~100 markets across the United States.

~~Digital Media~~

The Company owns and operates digital media operations, offering mobile, digital and other interactive media platforms and services on Internet-connected devices, including local websites and social media, that provide users with news information and other content.

On April 4, 2017, the Company completed the acquisition of 100% of the stock of several entities collectively doing business as Headway (“Headway”), a provider of mobile, programmatic, data and performance digital marketing solutions primarily in the United States, Mexico and other markets in Latin America. See Note 5 to the Notes to the Consolidated Financial Statements.

Separate financial data for each of the Company’s operating segments are provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, ~~and~~change in fair value of contingent consideration, impairment charge, foreign currency (gain) loss and other operating (gain) loss. The Company generated 3%81% and 5%73% of its revenue outside the United States during the ~~three- and nine-month~~three-month periods ended ~~September~~June 30, ~~2017,~~2023 and 2022, respectively. ~~There were no significant sources~~The Company generated 81% and 73% of its

revenue ~~generated~~ outside the United States during the ~~three- and nine-month~~six-month periods ended ~~September~~June 30, ~~2016.~~2023 and 2022, respectively. The Company evaluates the performance of its operating segments based on the following (in thousands):


	Three-Month Period									Six-Month Period
	Ended June 30,						%			Ended June 30,						%
	2023			2022			Change			2023			2022			Change
Net revenue
Digital	$	229,896		$	174,378			32	%	$	426,378		$	328,089			30	%
Television		29,943			32,373			(8	)%		60,255			63,240			(5	)%
Audio		13,542			14,944			(9	)%		25,754			27,538			(6	)%
Consolidated		273,381			221,695			23	%		512,387			418,867			22	%

Cost of revenue - digital		195,836			144,965			35	%		363,592			274,856			32	%

Direct operating expenses
Digital		10,283			7,843			31	%		18,293			14,976			22	%
Television		15,024			14,488			4	%		29,783			28,771			4	%
Audio		7,758			7,265			7	%		14,851			13,672			9	%
Consolidated		33,065			29,596			12	%		62,927			57,419			10	%

Selling, general and administrative expenses
Digital		14,760			9,419			57	%		28,289			17,521			61	%
Television		4,844			5,238			(8	)%		10,184			10,195			(0	)%
Audio		3,961			3,118			27	%		7,860			6,098			29	%
Consolidated		23,565			17,775			33	%		46,333			33,814			37	%

Depreciation and amortization
Digital		3,729			2,644			41	%		7,360			5,321			38	%
Television		2,551			2,808			(9	)%		5,209			5,701			(9	)%
Audio		229			811			(72	)%		411			1,636			(75	)%
Consolidated		6,509			6,263			4	%		12,980			12,658			3	%

Segment operating profit (loss)
Digital		5,288			9,507			(44	)%		8,844			15,415			(43	)%
Television		7,524			9,839			(24	)%		15,079			18,573			(19	)%
Audio		1,594			3,750			(57	)%		2,632			6,132			(57	)%
Consolidated		14,406			23,096			(38	)%		26,555			40,120			(34	)%

Corporate expenses		12,042			8,520			41	%		22,544			17,244			31	%
Change in fair value of contingent consideration		1,123			976			15	%		(2,942	)		6,076		*
Foreign currency (gain) loss		697			993			(30	)%		(259	)		146		*
Other operating (gain) loss		-			(834	)		(100	)%		-			(953	)		(100	)%
Operating income (loss)		544			13,441			(96	)%		7,212			17,607			(59	)%

Interest expense	$	(4,306	)	$	(2,334	)		84	%	$	(8,334	)	$	(4,170	)		100	%
Interest income		1,037			722			44	%		1,897			1,128			68	%
Dividend income		14			11			27	%		32			14			129	%
Realized gain (loss) on marketable securities		(29	)		-		*				(61	)		-		*
Gain (loss) on debt extinguishment		-			-		*				(1,556	)		-		*
Income (loss) before income taxes		(2,740	)		11,840			(123	)%		(810	)		14,579			(106	)%

Capital expenditures
Digital	$	1,370		$	1,092					$	2,481		$	1,861
Television		2,555			676						6,875			1,136
Audio		2,371			123						5,490			411
Consolidated	$	6,296		$	1,891					$	14,846		$	3,408

	June 30,			December 31,
Total assets	2023			2022
Digital		399,474			408,027
Television		356,282			363,904
Audio		109,400			108,910
Consolidated	$	865,156		$	880,841

* Percentage not meaningful.

Three-Month Period

Nine-Month Period

Ended September 30,

%

Ended September 30,

%

2017

2016

Change

2017

2016

Change

Net revenue

Revenue from advertising and retransmission consent

Television
$
36,547

$
40,363

(9
)%

$
112,021

$
116,143

(4
)%
Radio

16,934

19,169

(12
)%

49,816

55,605

(10
)%
Digital

17,131

5,749

198
%

36,794

16,475

123
%
Total

70,612

65,281

8
%

198,631

188,223

6
%

Revenue from spectrum usage rights

263,943

-

*

263,943

-

*

Consolidated

334,555

65,281

412
%

462,574

188,223

146
%

Cost of revenue - television (spectrum usage rights)

12,131

-

*

12,131

-

*

Cost of revenue - digital media

9,910

2,281

334
%

20,424

6,493

215
%

Direct operating expenses

Television

14,365

15,604

(8
)%

43,992

46,113

(5
)%
Radio

11,306

11,284

0
%

33,362

33,510

(0
)%
Digital

4,560

1,350

238
%

9,884

4,718

109
%
Consolidated

30,231

28,238

7
%

87,238

84,341

3
%

Selling, general and administrative expenses

Television

5,796

5,547

4
%

16,524

16,186

2
%
Radio

4,647

5,138

(10
)%

13,932

14,976

(7
)%
Digital

2,370

1,264

88
%

5,587

3,632

54
%
Consolidated

12,813

11,949

7
%

36,043

34,794

4
%

Depreciation and amortization

Television

2,489

2,614

(5
)%

7,452

8,186

(9
)%
Radio

648

847

(23
)%

2,036

2,479

(18
)%
Digital

1,200

351

242
%

2,972

1,059

181
%
Consolidated

4,337

3,812

14
%

12,460

11,724

6
%

Segment operating profit (loss)

Television

265,709

16,598

1,501
%

295,865

45,658

548
%
Radio

333

1,900

(82
)%

486

4,640

(90
)%
Digital

(909
)

503

*

(2,073
)

573

*

Consolidated

265,133

19,001

1,295
%

294,278

50,871

478
%

Corporate expenses

8,209

5,728

43
%

19,695

16,625

18
%
Foreign currency transaction (gain) loss

(58
)

-

*

293

-

*

Operating income (loss)

256,982

13,273

1,836
%

274,290

34,246

701
%

Interest expense
$
(3,756
)

$
(3,894
)

(4
)%

$
(11,084
)

$
(11,619
)

(5
)%
Interest income

256

71

261
%

475

196

142
%
Income before income taxes

253,482

9,450

2,582
%

263,681

22,823

1,055
%

Capital expenditures

Television
$
1,863

$
1,641

$
7,815

$
4,199

Radio

453

660

1,296

2,492

Digital

50

35

63

231

Consolidated
$
2,366

$
2,336

$
9,174

$
6,922

September 30,

December 31,

Total assets
2017

2016

Television

559,793

363,852

Radio

126,812

129,825

Digital

77,816

24,244

Consolidated
$
764,421

$
517,921

6. COMMITMENTS AND CONTINGENCIES

The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.

7. ACQUISITIONS

Adsmurai

On ~~April 4, 2017,~~August 5, 2022, the Company ~~completed~~made a loan (the "Adsmurai Loan") in the ~~acquisition~~principal amount of ~~100%~~€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 ~~Headway,~~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 ~~provider~~VIE because the equity investors at risk, as a group, lacked the characteristics of ~~mobile, programmatic, data~~a controlling financial interest; and ~~performance digital marketing solutions primarily~~(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 ~~United States, Mexico~~Company's Consolidated Statements of Operations. The Company is in the process of completing the purchase price allocation for Adsmurai. The following is a summary of the preliminary 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	)

Intangible assets subject to amortization acquired includes:


Intangible Asset	Estimated Fair Value (in millions)		Weighted average life (in years)
Advertiser relationships	$	4.7	7.0
Existing technology		2.4	5.0
Trade name		1.1	5.0

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 ~~other markets~~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 ~~Latin America.~~ Adsmurai (the “Adsmurai Acquisition”) on the same date.

The Company acquired ~~Headway in order to acquire additional digital media platforms~~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. As of that date, the Company ~~believes will enhance its offerings~~determined that Adsmurai was no longer a VIE.

In connection with the Adsmurai Acquisition, 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) plus an additional amount of €4,993,344 ($5.6 million) to be paid in the third quarter 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 ~~U.S. Hispanic marketplace~~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:

•

the Adsmurai Sellers have the right to cause the Company to purchase:

10% of the issued and outstanding shares of Adsmurai stock between January and March 2024;

10% of the issued and outstanding shares of Adsmurai stock between January and March 2025;

all of the remaining issued and outstanding shares of Adsmurai stock between January and June 2027; and

•

the Company has the right to purchase all of the remaining issued and outstanding shares of Adsmurai stock between January and June 2027.

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 ~~expand~~any applicable distributions made. In addition, because the noncontrolling interest is not currently redeemable, but is probable that it will become redeemable, the Company is required to adjust the amount presented in temporary equity to its redemption value at end of each reporting period. The Company has elected the immediate method to recognize changes in the redemption value as they occur and adjust the carrying amount of the redeemable noncontrolling interest to equal the redemption value at the end of each reporting period. 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 ~~international footprint.~~ consolidation of Adsmurai as if the transaction had occurred on January 1, 2022. 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					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023			2022
Pro Forma:
Total revenue	$	273,381		$	236,680	$	512,387		$	443,275
Net income (loss) attributable to common stockholders	$	(1,989	)	$	8,955	$	(97	)	$	10,852

Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic	$	(0.02	)	$	0.11	$	(0.00	)	$	0.13
Net income (loss) per share, attributable to common stockholders, diluted	$	(0.02	)	$	0.10	$	(0.00	)	$	0.12

Weighted average common shares outstanding, basic		87,787,772			84,959,130		87,706,282			85,735,916
Weighted average common shares outstanding, diluted		87,787,772			86,985,817		89,807,095			87,803,178

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


	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023			2022
Beginning balance	$	-		$	-	$	-		$	-
Transfer of noncontrolling interest to redeemable noncontrolling interest		9,625			-		9,625			-
Acquisition of redeemable noncontrolling interest		37,675			-		37,675			-
Net income attributable to redeemable noncontrolling interest		(12	)		-		(12	)		-
Ending balance	$	47,288		$	-	$	47,288		$	-

Jack of Digital

On August 3, 2022, the Company made an investment of $0.1 million in exchange for 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.

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 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. As of that date, the Company determined that Jack of Digital was no longer a VIE.

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 $0.2 million and $0.3 million for the three- and six-month periods ended June 30, 2022, respectively, 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					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023		2022
Pro Forma:
Total revenue	$	273,381		$	222,509	$	512,387	$	420,243
Net income (loss) attributable to common stockholders	$	(1,989	)	$	8,760	$	90	$	10,745

Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic	$	(0.02	)	$	0.10	$	0.00	$	0.13
Net income (loss) per share, attributable to common stockholders, diluted	$	(0.02	)	$	0.10	$	0.00	$	0.12

Weighted average common shares outstanding, basic		87,787,772			84,959,130		87,706,282		85,735,916
Weighted average common shares outstanding, diluted		87,787,772			86,985,817		89,807,095		87,803,178

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


	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023			2022
Beginning balance	$	14,059		$	-	$	14,947		$	-
Distributions to noncontrolling interest		(3,810	)		-		(4,356	)		-
Transfer of noncontrolling interest to redeemable noncontrolling interest		(9,625	)				(9,625	)
Acquisition of noncontrolling interest		(624	)				(624	)
Net income (loss) attributable to noncontrolling interest		-			-		(342	)		-
Ending balance	$	-		$	-	$	-		$	-

BCNMonetize

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. 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 ~~an aggregate~~ cash, ~~consideration~~indebtedness and estimated working capital. Additionally, the transaction includes contingent earn-out payments based upon the achievement of ~~$7.5 million, net~~certain EBITDA targets in calendar years 2023 through 2026, calculated as a predetermined multiple of ~~$4.5 million~~EBITDA for each of ~~cash acquired, and contingent consideration with a~~those years. The total purchase price for the acquisition, including the fair value of ~~$18.0 million as~~the contingent consideration, was $8.8 million.

The Company is in the process of completing the ~~acquisition date.~~

purchase price allocation for BCNMonetize. The following is a summary of the ~~initial~~preliminary purchase price allocation (in millions):


Cash	$	0.8
Accounts receivable		2.8
Other assets		0.7
Intangible assets subject to amortization		4.2
Goodwill		3.5
Current liabilities		(2.1	)
Deferred tax		(1.1	)

Intangible assets subject to amortization acquired includes:


Intangible Asset	Estimated Fair Value (in millions)		Weighted average life (in years)
Publisher relationships	$	2.2	3.0
Advertiser relationships		1.5	1.0
Trade name		0.3	1.0
Non-Compete agreements		0.2	1.5

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 ~~Headway (unaudited; in millions):~~

Accounts receivable
$
20.1

Intangible assets subject to amortization

17.1

Goodwill

18.9

Current liabilities

(24.0)

Deferred Tax

(6.6)

~~The acquisition of Headway~~BCNMonetize includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to ~~Headway~~the selling stockholders of BCNMonetize, based ~~upon the achievement~~on a pre-determined multiple of certain annual performance benchmarks over a three-year period. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the three-year period is between $0 and $31.5 million.BCNMonetize's 12-month EBITDA in calendar years 2023 through 2026. The fair value of the contingent consideration recognized on the acquisition date of ~~$18.0~~$1.6 million was estimated by applying the real options approach. ~~The agreement also includes a payment~~Key assumptions include risk-neutral expected growth rates based on management’s assessments of ~~approximately $2.0 million to certain key employees if they remain~~expected growth in EBITDA, adjusted by appropriate factors capturing their correlation with the ~~Company for~~market and volatility, discounted at a ~~period~~cost of ~~18 months,~~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 ~~will be treated~~ASC 820-10-35 refers to as ~~post-acquisition compensation expense and accrued as earned.~~ Level 3 inputs.

~~The fair value of the assets acquired includes trade receivables of $20.1 million. The gross amount due under contract is $21.2 million, of which $1.1 million is expected to be uncollectable.~~

During the ~~three-month period~~three-and six-month periods ended ~~September~~June 30, ~~2017, Headway~~2023, BCNMonetize generated net revenue ~~of $12.7 million and a net loss of $0.2 million, which are included in the Consolidated Statements of Operations.~~$0.8 million. During the ~~nine-month period~~three-and six-month periods ended ~~September~~June 30, ~~2017, Headway~~2023, BCNMonetize generated de minimis net ~~revenue of $23.8 million and a net loss of $0.7 million, which are included in the Consolidated Statements of Operations.~~

The goodwill, which is not expected to be deductible for tax purposes, is assigned to the digital media segment and is attributable to Headway’s workforce and expected synergies from combining Headway’s operations with those of the Company. The changes in the carrying amount of goodwill for each of the Company’s operating segments for the nine-month period ended September 30, 2017 are as follows (in thousands):

income.

December 31,

September 30,

2016

Acquisition

2017

Television
$
35,912

$
-

$
35,912

Digital

14,169

18,961

33,130

Consolidated
$
50,081

$
18,961

$
69,042

~~The fair value of the acquired intangible assets and contingent consideration is provisional pending receipt of the final valuations for those assets.~~

The following unaudited pro forma information ~~for the three- and nine-month periods ended September 30, 2017 and 2016~~ has been prepared to give effect to the Company’s acquisition of ~~Headway~~BCNMonetize as if the acquisition had occurred on January 1, ~~2016.~~2022. This pro forma information was adjusted to exclude acquisition fees and costs of $0.2 million for the six-month period ended June 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.

	Three-Month Period				Nine-month Period
In thousands, except share and per share data									Three-Month Period					Six-Month Period
	Ended September 30,				Ended September 30,				Ended June 30,					Ended June 30,
	2017		2016		2017		2016		2023			2022		2023		2022
Pro Forma:
Total revenue	$	334,555	$	73,324	$	472,132	$	207,319	$	276,058		$	225,823	$	518,400	$	426,992
Net income (loss)	$	157,208	$	5,508	$	163,761	$	12,135
Net income (loss) attributable to common stockholders									$	(1,380	)	$	9,563	$	1,593	$	12,854

Basic and diluted earnings per share:
Net income per share, basic	$	1.74	$	0.06	$	1.81	$	0.14
Net income per share, diluted	$	1.71	$	0.06	$	1.78	$	0.13
Net income (loss) per share, attributable to common stockholders, basic and diluted									$	(0.02	)	$	0.11	$	0.02	$	0.15

Weighted average common shares outstanding, basic		90,517,492		89,590,135		90,370,679		89,208,732		87,787,772			84,959,130		87,706,282		85,735,916
Weighted average common shares outstanding, diluted		92,161,108		91,489,975		91,985,946		91,188,958		87,787,772			86,985,817		89,807,095		87,803,178

In connection with the FCC auction for broadcast spectrum, in the second quarter of 2017 the Company exercised its rights under a channel sharing agreement to relocate its television station WJAL-TV serving the Hagerstown, Maryland market in exchange for payment from the Company of approximately $32.6 million. During the third quarter of 2017, the Company completed this relocation of television station WJAL-TV to the Washington, D.C. market.32

7~~. SUBSEQUENT EVENTS~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On November 1, 2017, the Company completed the acquisition of television stations KMIR-TV, the local NBC affiliate, and KPSE-LD, the local MyNetworkTV affiliate, both of which serve the Palm Springs, California area, for an aggregate $21 million.

On October 2, 2017, the Company entered into an affiliation agreement which supersedes and replaces the Company’s prior affiliation agreements with Univision. Additionally, on the same date, the Company entered into a new proxy agreement and new marketing and sales agreements with Univision, each of which supersedes and replaces the Company’s prior such agreements with Univision. The term of each of these new agreements expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations, except that each new agreement will expire on December 31, 2021 with respect to the Company’s Univision and UniMás network affiliate stations in Orlando, Florida; Tampa, Florida; and Washington, D.C.

We are a leading global advertising solutions, media ~~company that reaches~~ and ~~engages U.S. Hispanics~~technology company. Our operations encompass integrated, end-to-end advertising solutions across ~~acculturation levels and~~multiple media, ~~channels as well as consumers primarily in Mexico and other markets in Latin America. Our expansive portfolio encompasses integrated marketing and media solutions,~~ comprised of digital, television ~~radio~~ and ~~digital properties and data analytics services.~~

~~We operate~~audio properties. For financial reporting purposes, we report in three ~~reportable~~ segments based upon the type of advertising medium: digital, television ~~broadcasting, radio broadcasting~~ and audio (formerly radio).

Our digital ~~media.~~ segment, whose operations are primarily located in Latin America, Europe, the United States, Asia and Africa, reaches a global market, with a focus on advertisers in emerging economies that wish to advertise on digital platforms owned and operated primarily by global media companies. Our television and audio operations reach and engage primarily U.S. Hispanics in the United States.

Our net revenue for the three-month period ended ~~September~~June 30, ~~2017~~2023 was ~~$334.6~~$273.4 million. Of that amount, revenue attributed to our ~~television~~digital segment accounted for ~~approximately 90%~~84%, revenue attributed to our ~~radio~~television segment accounted for ~~approximately 5%~~11% and revenue attributed to our ~~digital media~~audio segment accounted for ~~approximately~~ 5%. Our digital segment now accounts for the majority of our revenues and we expect this to continue in future periods.

AsWe provide digital end-to-end advertising solutions that allow advertisers to reach online users worldwide. These solutions are comprised of four business units:

Through our digital commercial partnerships business – the ~~date~~largest of ~~filing this report,~~our digital business units – we act as an intermediary between primarily global media companies and advertising customers or their ad agencies. The global media companies we represent include Meta Platforms, or Meta (formerly known as Facebook Inc.), X Corp., or X (formerly known as Twitter, Inc.), ByteDance Ltd., or ByteDance, which owns the TikTok platform, and Spotify AB, or Spotify, as well as other media companies, in 40 countries throughout the world. Our dedicated local sales teams sell advertising space on these media companies' digital platforms to our advertising customers or their ad agencies for the placement of ads directed to online users of a wide range of Internet-connected devices. We also provide some of these customers billing, technological and other support services, including strategic marketing and training, which we refer to as managed services.

Smadex is our programmatic ad purchasing platform, on which advertisers can purchase ad inventory. This practice – the purchase and sale of advertising inventory electronically – is referred to in our industry as programmatic advertising. Smadex is also a “demand-side platform”, which allows advertisers to purchase space from online marketplaces on which media companies list their advertising inventory. Most advertisements acquired through Smadex are placed on mobile devices, but they may also be placed on computers and Internet-connected televisions. We also provide managed services to some of our advertising customers in connection with their use of our Smadex platform.

We also offer a mobile growth solutions business, which provides managed services to advertisers looking to connect with consumers, primarily on mobile devices. This business allows us to manage programmatic media buys for our advertising customers or their ad agencies through multiple ad purchasing platforms in real time across multiple channels.

Our digital audio business provides digital audio advertising solutions for advertisers in the Americas. Our advertising customers and their ad agencies use these solutions to promote their brands on online audio streams, and provides them with tools to target specific users by demographic and geographic categories.

We have a diversified media portfolio that targets primarily Hispanic audiences. We own and/or operate 5549 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. Our television operations comprise the largest affiliate group of both the top-ranked primary Univision television network of TelevisaUnivision Inc., or TelevisaUnivision, and TelevisaUnivision’s UniMás network. We own and operate 4945 radio stations in 1814 U.S. markets. Our radio stations consist of 3837 FM and 118 AM stations located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.We ~~operate Entravision Solutions as our national sales representation division, through which we~~also sell advertisements and syndicate radio programming to more than ~~300 stations~~100 markets across the United States. ~~We also own~~

In our digital segment, we generate revenue primarily from sales of advertising that are placed by our advertising customers or their ad agencies on the digital platforms of third-party media companies for which we act as commercial partner or placed directly with online digital marketplaces through our Smadex platform. In our television and ~~operate an online advertising platform that delivers digital advertising in a variety of formats to reach Hispanic audiences on Internet-connected devices.~~

Weaudio segments, we generate revenue primarily from sales of national and local advertising time on television stations and radio stations, ~~and digital media platforms, and from~~ retransmission consent agreements that are

entered into with ~~MVPDs.~~MVPDs, and agreements associated with our television stations’ spectrum usage rights. Advertising rates are, in large part, based on each medium’s ability to attract audiences in demographic groups targeted by advertisers. We

In our digital segment, we recognize advertising revenue ~~when commercials are broadcast and~~ when display or other digital advertisements record impressions on the websites and mobile and Internet-connected television apps of ~~our third-party publishers~~media companies on whose digital platforms the advertisements are placed or as the advertiser’s previously agreed-upon performance ~~goals~~criteria are ~~delivered.~~satisfied. In our television and audio segments, we recognize advertising revenue when commercials are broadcast. We do not obtain long-term commitments from our advertisers across any of our operations and, consequently, they may cancel, reduce or postpone orders without penalties. WeIn our television and audio segments, we pay commissions to agencies for local ~~regional~~ and national advertising. For contracts we have entered into directly with agencies, we record net revenue from these agencies. Seasonal revenue fluctuations are common in our industry and are due primarily to variations in advertising expenditures by both local and national advertisers. Our first fiscal quarter generally produces the lowest net revenue for the year. In addition, advertising revenue is generally higher during presidential election years (2016, 2020, etc.), resulting from significant political advertising and, to a lesser degree, Congressional off-year elections (2018, 2022, etc.), resulting from increased political advertising, compared to other years.

We refer to the revenue generated by agreements with MVPDs as retransmission consent revenue, which represents payments from MVPDs for access to our television station signals so that they may rebroadcast our signals and charge their subscribers for this programming. We recognize retransmission consent revenue ~~when it~~earned as the television signal is ~~accrued pursuant~~delivered to ~~the agreements we have entered into with respect to such revenue.~~an MVPD.

Our FCC licenses grant us spectrum usage rights within each of the television markets in which we operate. These spectrum usage rights give us the authority to broadcast our stations’ over-the-air television signals to our viewers. We regard these rights as a valuable asset. With the proliferation of mobile devices and advances in technology that have freed up ~~excess~~ spectrum capacity, the monetization of our spectrum usage rights has become ~~an integral part~~a significant source of ~~our business~~revenue in recent years. We generate revenue from agreements associated with these television stations’ spectrum usage rights from a variety of sources, including but not limited to ~~entering into~~ agreements with third parties to utilize ~~excess~~ spectrum for the broadcast of their multicast ~~networks,~~networks; charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with our broadcasting ~~operations,~~operations; and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue ~~from~~generated by such agreements is recognized over the period of the ~~lease~~agreement or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference. In addition, subject to certain restrictions contained in our 2023 Credit Agreement,we ~~are considering~~will consider strategic acquisitions of television stations to further this strategy from time to time, as well as additional monetization opportunities expected to arise as the television broadcast industry ~~anticipates advances~~implements the standards contained in ~~broadcast technology (ATSC 3.0).~~ ATSC 3.0.

In our digital segment, our primary expense is cost of revenue, which consists primarily of the costs of online media acquired from the media companies for which we act as commercial partner or purchased directly from online digital marketplaces through our Smadex platform, as well as third party server costs. Our primary expenses ~~are~~in our television and audio segments, and a secondary expense in our digital segment, is employee compensation, including commissions paid to our sales staff and amounts paid to our national sales representative firms, as well as expenses for ~~marketing,~~general and administrative functions, promotion and selling, ~~technical,~~engineering, marketing, and local ~~programming, engineering~~programming.

During the second quarter of 2023, our consolidated revenue increased to $273.4 million from $221.7 million in the prior year period, primarily due to an increase in revenue in our digital segment, partially offset by a decrease in revenue in our television and ~~general~~audio segments.

Net revenue in our digital segment increased to $229.9 million for the three-month period ended June 30, 2023 from $174.4 million for the three-month period ended June 30, 2022. This increase of $55.5 million, or 32%, in net revenue was primarily due to advertising revenue growth from our digital commercial partnerships business, and ~~administrative functions. Our local programming costs for television consist primarily of costs related~~due to ~~producing a local newscast in most of our markets. In addition, cost of revenue related~~various acquisitions, which did not contribute to our financial results in our digital ~~media~~ segment ~~consists primarily of the costs of online media acquired from third-party publishers.~~

~~During the third quarter of 2017, we recognized revenue of $263.9 million related to our participation~~ in the FCC auction for broadcast spectrum. This revenue reflects the relinquishment of our permanent spectrum usage rights related to four television stations; WMDO-CD serving the Washington, D.C. market, WJAL-TV serving the Hagerstown, Maryland market, KSMS-TV serving the Monterey-Salinas, California market, and WUVN-TV serving the Hartford, Connecticut market.comparable period.

Net revenue in our television segment ~~increased~~decreased to ~~$300.5~~$29.9 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$40.4~~$32.4 million for the three-month period ended ~~September~~June 30, ~~2016, an increase~~2022. This decrease of ~~$260.1 million. The increase~~$2.5 million, or 8%, in net revenue was primarily due to ~~$263.9 million of~~decreases in political advertising revenue ~~related to our participation~~and national advertising revenue, partially offset by increases in ~~the FCC auction for broadcast~~local advertising revenue, spectrum usage rights revenue and ~~an increase in~~ retransmission consent revenue.

Net revenue ~~offset by a~~in our audio segment decreased to $13.5 million for the three-month period ended June 30, 2023 from $14.9 million for the three-month period ended June 30, 2022. This decrease of $1.4 million, or 9%, in ~~local and national~~net revenue ~~and~~was primarily due to a decrease in political advertising revenue, which was not material in 2017. We generated a total of $8.5 million in retransmission consent revenue for the three-month period ended September 30, 2017 compared to $7.4 million for the three-month period ended September 30, 2016, an increase of $1.1 million.

Net revenue in our radio segment decreased to $16.9 million for the three-month period ended September 30, 2017 from $19.2 million for the three-month period ended September 30, 2016, a decrease of $2.3 million. The decrease was primarily due toand decreases in local and national advertising ~~revenue,~~revenue.

This section of this report should be read in conjunction with the rest of this item, “Forward-Looking Statements” and Notes to Consolidated Financial Statements appearing herein, for a ~~decrease in political advertising revenue, which was~~more complete understanding of the impact of the COVID-19 pandemic on our business.

~~Net revenue in~~effect on our ~~digital media segment increased to $17.1 million for~~business, from either an operational or financial perspective, during the ~~three-month period~~three- and six-month periods ended ~~September~~June 30, ~~2017 from $5.7 million for the three-month period ended September 30, 2016, an increase of $11.4 million. The increase was primarily due~~2023. Subject to the ~~acquisition~~extent and duration of ~~Headway during~~possible resurgences of the ~~second quarter of 2017, which did not contribute~~

pandemic from time to net revenue in prior periods. This increase was partially offset by a decrease in national revenue in our pre-existing digital business driven by shifts in the digital advertising industry toward video advertisingtime and the ~~increased use~~continuing uncertain economic environment that has resulted, in part, from the pandemic, we anticipate that the pandemic will continue to have little or no material effect on our business, from either an operational or financial perspective, in future periods. Nonetheless, we cannot give any assurance whether a resurgence of ~~automated buying platforms, referred to~~the pandemic in any location where our ~~industry as programmatic revenue.~~ operations have employees or where we operate would not adversely affect our operations and/or results of operations.

Substantially all of our television stations are Univision- or UniMás-affiliated television stations. Our network affiliation ~~agreements~~agreement with ~~Univision provide~~TelevisaUnivision provides certain of our owned stations the exclusive right to broadcast ~~Univision’s~~TelevisaUnivision’s primary Univision network and UniMás network programming in their respective markets.

Under the ~~Univision~~ network affiliation ~~agreements in effect during the three-month period ended September 30, 2017,~~agreement, we ~~retained~~retain the right to sell no less than four minutes per hour of the available advertising time on ~~Univision’s primary~~stations that broadcast Univision network ~~subject to adjustment from time to time by Univision. Under the UniMás network affiliation agreement in effect during the three-month period ended September 30, 2017, we retained~~programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on ~~the~~stations that broadcast UniMás network programming, subject to adjustment from time to time by ~~Univision.~~TelevisaUnivision.

Under the network affiliation ~~agreements in effect during the three-month period ended September 30, 2017, Univision acted~~agreement, TelevisaUnivision acts as our exclusive third-party sales representative for the sale of certain national advertising on our Univision- and UniMás-affiliate television stations, and we ~~paid~~pay certain sales representation fees to ~~Univision~~TelevisaUnivision relating to sales of all advertising for broadcast on our Univision- and UniMás-affiliate television stations. During the three-month periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, the amount we paid ~~Univision~~TelevisaUnivision in this capacity was ~~$2.4~~$1.5 million and ~~$2.6~~$1.8 million, respectively. During the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, the amount we paid ~~Univision~~TelevisaUnivision in this capacity was ~~$7.1~~$3.0 million and ~~$7.4~~$3.3 million, ~~respectively.~~respectively These amounts were included in Direct Operating Expenses in our Condensed Consolidated Statements of Operations.

We also ~~generated~~generate revenue under ~~two~~a marketing and sales ~~agreements~~agreement with ~~Univision in effect during the three-month period ended September 30, 2017,~~TelevisaUnivision, which ~~gave~~give us the right to manage the marketing and sales operations of ~~Univision-owned UniMás and~~TelevisaUnivision-owned Univision affiliates in ~~six~~three markets – Albuquerque, ~~New Mexico;~~ Boston ~~Massachusetts; Denver, Colorado; Orlando, Florida; Tampa, Florida~~ and ~~Washington, D.C.~~Denver.

~~The~~Under our proxy agreement ~~in effect during the three-month period ended September 30, 2017~~ with ~~Univision granted Univision~~TelevisaUnivision, we grant TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement ~~provided~~provides terms relating to compensation to be paid to us by ~~Univision~~TelevisaUnivision with respect to retransmission consent agreements entered into with MVPDs. During the three-month periods ended June 30, 2023 and 2022, retransmission consent revenue accounted for $9.3 million and $9.0 million, respectively, of which $6.5 million and $6.2 million, respectively, relate to the TelevisaUnivision proxy agreement. During the six-month periods ended June 30, 2023 and 2022, retransmission consent revenue accounted for $18.9 million and $18.2 million, respectively, of which $13.1 million and $12.5 million, respectively, relate to the TelevisaUnivision proxy agreement. The term of the proxy agreement ~~extended~~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. ~~As of September 30, 2017, the amount due to us from Univision was $4.0 million related to the agreements for the carriage of our Univision and UniMás-affiliated television station signals.~~

On October 2, 2017, we entered into ~~a new~~the current affiliation agreement with TelevisaUnivision, which ~~supersedes~~superseded and ~~replaces~~replaced our prior affiliation agreements with ~~Univision.~~TelevisaUnivision. Additionally, on the same date, we entered into ~~a new~~the current proxy agreement and ~~new~~current marketing and sales agreements with ~~Univision,~~TelevisaUnivision, each of which ~~supersedes~~superseded and ~~replaces~~replaced the prior comparable agreements with ~~Univision.~~TelevisaUnivision. The term of each of these ~~new~~current agreements expires on December 31, 2026 for all of our Univision and UniMás network affiliate stations, except that each ~~new~~current agreement ~~will expire~~expired on December 31, 2021 with respect to our Univision and UniMás network affiliate stations in Orlando, ~~Florida;~~ Tampa ~~Florida;~~ and Washington, D.C.

Univision currently owns approximately ~~10%~~11% of our common stock on a fully-converted basis. Our Class U common stock, all of which is held by ~~Univision~~TelevisaUnivision, has limited voting rights and does not include the right to elect directors. As the holder of all of our issued and outstanding Class U common stock, so long as Univision holds a certain number of shares, the Company will not, without the consent of Univision, merge, consolidate or enter into another business combination, dissolve or liquidate the Company or dispose of any interest in any FCC license for any of our Univision-affiliated television stations, among other things. Each share of Class U common stock is automatically convertible into one share of ~~our~~ 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.~~TelevisaUnivision. In addition, as the holder of all of our issued and outstanding Class U common stock, so long as TelevisaUnivision holds a certain number of shares of Class U common stock, we may not, without the consent of TelevisaUnivision, merge, consolidate or enter into a business combination, dissolve or liquidate our company or dispose of any interest in any FCC license with respect to television stations which are affiliates of TelevisaUnivision, among other things.

For a description of our critical accounting policies, please refer to ~~��Application~~“Application of Critical Accounting Policies and Accounting Estimates” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our ~~Annual Report~~2022 10-K.

For further information on ~~Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 10, 2017.~~

Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded at gross revenue and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided. Digital revenue is recognized when display or other digital advertisements record impressions on the websites of our third-party publishers or as the advertiser’s performance goals are delivered.

We generate revenue under arrangements that are sold on a stand-alone basis within a specific segment, and those that are sold on a combined basis across multiple segments. We have determined that in such revenue arrangements which contain multiple products and services, revenues are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit ofrecently issued accounting.

In August 2008, we entered into a proxy agreement with Univision pursuant to which we granted Univision the right to negotiate retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Advertising related to carriage of our Univision- and UniMás-affiliated television station signals is recognized at the time of broadcast. See more details in pronouncements, see Note 2, to“The Company and Significant Accounting Policies” in the accompanying Notes to ~~the~~Condensed Consolidated Financial ~~Statements under “Related Party”.~~Statements.

We also generate revenue from agreements associated with our television stations’ spectrum usage rights in order to accommodate the operations of telecommunications operators. These agreements modify or relinquish our spectrum usage rights such that the spectrum can be utilized by telecommunications operators free from interference. Revenue from such agreements is recognized when we have relinquished our permanent spectrum usage rights or have relinquished our rights to operate the station on the existing channel free from interference.

~~In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~ which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations~~ ~~; ASU No. 2016-10,~~ ~~Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing~~ ~~; ASU No. 2016-12,~~ ~~Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients~~ ~~; and ASU No. 2016-20,~~ ~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~ . We must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards are effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2017. We currently expect to adopt the new revenue standards in the first quarter of 2018. Based on our evaluation performed to date, we believe that our revenues will not be materially impacted by the new guidance. Specifically, our television spot advertising contracts are short-term in nature with transaction price consideration agreed upon in advance. We expect revenue will continue to be recognized when commercials are aired. Further, we expect that revenue earned under retransmission agreements will be recognized under the licensing of intellectual property guidance in the standard, which will not have a material change to our current revenue recognition. We continue to evaluate the impact to our online digital and other services revenue.

The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We currently plan to adopt this ASU under the modified retrospective method.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~ which specifies the accounting for leases. For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements.

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~ which requires entities to use a current expected credit loss (“CECL”) model which is a new impairment model based on expected losses rather than incurred losses. Under this model an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of life-time expected credit losses upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements.

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)~~ which provides specific guidance on eight cash flow classification issues arising from certain cash receipts and cash payments. Currently, GAAP either is unclear or does not include specific guidance on the eight cash flow classification issues addressed in this topic. The objective is to reduce current and potential future diversity in practice. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of the ASU to have a material impact on our consolidated financial statements.

~~In October 2016, the FASB issued ASU 2016-16,~~ ~~Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory~~ which allows entities to recognize the income tax consequences on an intra-entity transfer of an asset other than inventory when the transfer occurs. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. In addition, there has been diversity in the application of the current guidance for transfers of certain intangible and tangible assets. The objective is to reduce complexity in accounting standards. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business~~ to provide a more robust framework to use in determining when a set of assets and activities is considered a business. The objective is to add guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted only for certain transactions. We do not expect the adoption of the ASU to have a material impact on our consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,~~ which removes Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The objective is to reduce the cost and complexity of evaluating goodwill for impairment. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of the ASU to have a material impact on our consolidated financial statements.

~~In May 2017, the FASB issued ASU 2017-09,~~ ~~Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting~~, to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718, to change the terms and conditions of a share-based payment award. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. ASU 2017-09 is ~~effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted.~~ ~~We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements~~.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), to expand an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allow for a simplified approach for fair value hedging of interest rate risk. ASU 2017-12 eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, ASU 2017-12 simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. ASU 2017-12 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements.

Three- and ~~Nine-month~~Six-Month Periods Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022

The following table sets forth selected data from our operating results for the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 (in thousands):

Three-Month Period

Nine-Month Period

Ended September 30,

%

Ended September 30,

%

2017

2016

Change

2017

2016

Change

Statements of Operations Data:

Net revenue:

Revenue from advertising and retransmission consent
$
70,612

$
65,281

8
%

$
198,631

$
188,223

6
%
Revenue from spectrum usage rights

263,943

-

*

263,943

-

*

$
334,555

$
65,281

412
%

$
462,574

$
188,223

146
%
Cost of revenue - television (spectrum usage rights)

12,131

-

*

12,131

-

*

Cost of revenue - digital media

9,910

2,281

334
%

20,424

6,493

215
%
Direct operating expenses

30,231

28,238

7
%

87,238

84,341

3
%
Selling, general and administrative expenses

12,813

11,949

7
%

36,043

34,794

4
%
Corporate expenses

8,209

5,728

43
%

19,695

16,625

18
%
Depreciation and amortization

4,337

3,812

14
%

12,460

11,724

6
%
Foreign currency (gain) loss

(58
)

-

*

293

-

*

77,573

52,008

49
%

188,284

153,977

22
%
Operating income

256,982

13,273

1836
%

274,290

34,246

701
%
Interest expense

(3,756
)

(3,894
)

(4
)%

(11,084
)

(11,619
)

(5
)%
Interest income

256

71

261
%

475

196

142
%
Income before income taxes

253,482

9,450

2582
%

263,681

22,823

1055
%
Income tax expense

(96,167
)

(4,035
)

2283
%

(100,185
)

(9,421
)

963
%
Income (loss) before equity in net income (loss) of nonconsolidated affiliate

157,315

5,415

2805
%

163,496

13,402

1120
%
Equity in net income (loss) of nonconsolidated affiliate, net of tax

(107
)

-

*

(175
)

-

*

Net income
$
157,208

$
5,415

2803
%

$
163,321

$
13,402

1119
%

Other Data:

Capital expenditures

2,366

2,336

9,174

6,922

Consolidated adjusted EBITDA (adjusted for non-cash stock-based compensation) (1)

289,910

48,623

Net cash provided by operating activities

293,454

38,905

Net cash used in investing activities

(53,156
)

(7,210
)

Net cash used in financing activities

(14,759
)

(9,299
)

(1)

Consolidated EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other operating gain (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from the Federal Communications Commission, or FCC, spectrum incentive auction less related expenses, expenses associated with investments, EBITDA attributable to redeemable noncontrolling interest, acquisitions and dispositions and certain pro-forma cost savings. We use the term consolidated EBITDA because that measure is defined in both the 2017 Credit Agreement and the 2023 Credit Agreement, and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, syndication programming amortization less syndication programming payments, revenue from FCC spectrum incentive auction

~~(1)~~

Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our 2013 Credit Facility and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments.

less related expenses, expenses associated with investments, EBITDA attributable to redeemable noncontrolling interest, acquisitions and dispositions and certain pro-forma cost savings.

~~Since~~Because consolidated EBITDA is a measure governing several critical aspects of our 2023 Credit Facility, and since our ability to borrow ~~from~~under our ~~2013~~Revolving Credit Facility is ~~based on~~subject to compliance with a consolidated ~~adjusted~~ EBITDA financial covenant, we believe that it is important to disclose consolidated ~~adjusted~~ EBITDA to our investors. Our ~~2013~~2023 Credit Facility contains a total net leverage ratio financial ~~covenant in the event that the revolving credit facility is drawn.~~covenant. The total net leverage ratio, or the ratio of consolidated total debt (net of up to ~~$20~~$50.0 million of unrestricted cash) to trailing-twelve-month consolidated adjusted EBITDA, affects both our ability to borrow from our ~~2013~~Revolving Credit Facility and our applicable margin for the interest rate calculation. Under our ~~2013~~2023 Credit ~~Facility,~~Agreement, our maximum total leverage ratio may not exceed ~~6.25~~3.25 to 11.00. In addition, our 2023 Credit Agreement contains interest coverage ratio financial covenant (calculated as set forth in the ~~event~~2023 Credit Agreement), with a minimum permitted ratio of 3.00 to 1.00. As of June 30, 2023, we believe that ~~the revolving credit facility is drawn. The total leverage ratio was as follows (in each case as of September 30): 2017, 0.9 to 1; 2016, 4.0 to 1. Therefore,~~ we ~~were~~are in compliance with ~~this covenant at each of those dates.~~all covenants in the 2023 Credit Agreement.

While many in the financial community and we consider consolidated ~~adjusted~~ EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with ~~GAAP,~~accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income (loss) and net ~~income.~~income (loss). As consolidated ~~adjusted~~ EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), non-recurring cash expenses, gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses, ~~and~~ syndication programming amortization ~~and includes~~less syndication programming payments, revenue from FCC spectrum incentive auction less related expenses, expenses associated with investments, EBITDA attributable to redeemable noncontrolling interest, acquisitions and dispositions and certain pro-forma cost savings, consolidated ~~adjusted~~ EBITDA has certain limitations because it excludes and includes several important ~~non-cash~~ financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated ~~adjusted~~ EBITDA is also used to make executive compensation decisions.

Consolidated ~~adjusted~~ EBITDA is a non-GAAP measure. The most directly comparable GAAP financial measure to consolidated ~~adjusted~~ EBITDA is cash flows from operating activities. A reconciliation of this non-GAAP measure to cash flows from operating activities follows (in thousands):

	Nine-Month Period
	Ended September 30,						Six-Month Period
		2017			2016		Ended June 30,
Consolidated adjusted EBITDA (1)	$	289,910		$	48,623
							2023			2022
Consolidated EBITDA							$	27,235		$	40,594
EBITDA attributable to redeemable noncontrolling interest								417			—
EBITDA attributable to noncontrolling interest								230			—
Interest expense		(11,084	)		(11,619	)		(8,334	)		(4,170	)
Interest income		475			196			1,897			1,128
Dividend income								32			14
Realized gain (loss) on marketable securities								(61	)		—
Income tax expense		(100,185	)		(9,421	)		508			(4,225	)
Amortization of syndication contracts		(311	)		(289	)		(240	)		(231	)
Payments on syndication contracts		300			270			241			234
Equity in net income (loss) of nonconsolidated affiliate		(175	)		-
Non-cash stock-based compensation included in direct operating expenses		(806	)		(700	)		(4,581	)		(1,897	)
Non-cash stock-based compensation included in corporate expenses		(2,343	)		(1,934	)		(5,440	)		(3,312	)
Depreciation and amortization		(12,460	)		(11,724	)		(12,980	)		(12,658	)
Net income		163,321			13,402
Change in fair value of contingent consideration								2,942			(6,076	)
Non-recurring cash severance charge								(612	)		—
Other operating gain (loss)								—			953
Gain (loss) on debt extinguishment								(1,556	)		—
Net (income) loss attributable to redeemable noncontrolling interest								12			—
Net (income) loss attributable to noncontrolling interest								342			—
Net income (loss) attributable to common stockholders								52			10,354

Depreciation and amortization		12,460			11,724			12,980			12,658
Cost of revenue - television (spectrum usage rights)		12,131			-
Deferred income taxes		99,514			8,887			(129	)		(3,213	)
Amortization of debt issue costs		595			579
Non-cash interest								179			711
Amortization of syndication contracts		311			289			240			231
Payments on syndication contracts		(300	)		(270	)		(241	)		(234	)
Equity in net income (loss) of nonconsolidated affiliate		175			-
Non-cash stock-based compensation		3,149			2,634			10,021			5,209
Realized (gain) loss on marketable securities								61			—
(Gain) loss on debt extinguishment								1,556			—
(Gain) loss on disposal of property and equipment								18			(638	)
Change in fair value of contingent consideration								(2,942	)		6,076
Net income (loss) attributable to redeemable noncontrolling interest								(12	)		—
Net income (loss) attributable to noncontrolling interest								(342	)		—
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		12,790			5,804			17,480			17,588
(Increase) decrease in prepaid expenses and other assets		(1,830	)		(952	)
(Increase) decrease in prepaid expenses and other current assets, operating leases right of use asset and other assets								(3,297	)		(1,252	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(8,862	)		(3,192	)		11,467			15,416
Cash flows from operating activities	$	293,454		$	38,905		$	47,091		$	62,906

Consolidated Operations

~~Revenue from Advertising and Retransmission Consent.~~Net Revenue. Net revenue ~~from advertising and retransmission consent~~ increased to ~~$70.6~~$273.4 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$65.3~~$221.7 million for the three-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$5.3 million.~~$51.7 million, or 23%. Of the overall increase, ~~$11.4~~$55.5 million was attributable to our digital ~~media~~ segment and was primarily due to ~~the acquisition of Headway during the second quarter of 2017,~~advertising revenue growth from our digital commercial partnerships business, and due to various acquisitions, which did not contribute to ~~net revenue~~our financial results in ~~prior~~

~~periods.~~our digital segment in the comparable period. The overall increase was partially offset by a decrease inof $2.5 million attributable to our ~~radio~~television segment, ~~of $2.3 million~~primarily due ~~primarily~~ to decreases in ~~local~~political advertising revenue and national advertising revenue, ~~and a decrease~~partially offset by increases in ~~political~~local advertising revenue, ~~which was not material in 2017. Additionally,~~spectrum usage rights revenue and retransmission consent revenue. In addition, the overall increase was partially offset by a decrease inof $1.4 million attributable to our ~~television~~audio segment, ~~of $3.8 million~~primarily due ~~primarily~~ to ~~a decrease in local revenue and~~ a decrease in political advertising revenue, ~~which was not material~~and decreases in ~~2017, partially offset by an increase in retransmission consent~~local and national advertising revenue.

Net revenue ~~from advertising and retransmission consent~~ increased to ~~$198.6~~$512.4 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$188.2~~$418.9 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$10.4 million.~~$93.5 million, or 22%. Of the overall increase, ~~$20.3~~$98.3 million was attributable to our digital ~~media~~

segment and was primarily due to ~~the acquisition of Headway during the second quarter of 2017,~~advertising revenue growth from our digital commercial partnerships business, and due to various acquisitions, which did not contribute to ~~net revenue~~our financial results in ~~prior periods.~~our digital segment in the comparable period. The overall increase was partially offset by a decrease inof $2.9 million attributable to our ~~radio~~television segment, ~~of $5.8 million~~primarily due ~~primarily~~ to decreases in ~~local~~political advertising revenue and national advertising revenue, ~~and a decrease~~partially offset by increases in ~~political~~local advertising revenue, ~~which was not material in 2017. Additionally,~~spectrum usage rights revenue and retransmission consent revenue. In addition, the overall increase was partially offset by a decrease inof $1.7 million attributable to our ~~television~~audio segment, ~~of $4.1 million~~primarily due ~~primarily~~ to ~~a decrease in local revenue and~~ a decrease in political advertising revenue, ~~which was not material~~and decreases in ~~2017, partially offset by an increase in~~local and national advertising ~~revenue and an increase in retransmission consent~~ revenue.

~~Revenue from Spectrum Usage Rights.~~ ~~Net revenue from spectrum usage rights was $263.9 million for the three- and nine-month periods ended September 30, 2017.~~ We ~~did not have revenue from spectrum usage rights in 2016.~~

~~We currently anticipate~~believe that for the full year ~~2017,~~2023, net revenue will increase, ~~from spectrum usage rights,~~primarily as a result of growth in our digital ~~media~~segment and ~~retransmission consent revenue, whereas political advertising revenue will decrease compared~~operating various acquisitions, which did not contribute, or partially contributed, to ~~2016.~~our financial results in our digital segment in 2022.

Cost of ~~revenue – Television (spectrum usage rights).~~ Cost of revenue related to revenue from spectrum usage rights was $12.1 million for the three- and nine-month periods ended September 30, 2017. We did not have revenue from spectrum usage rights in 2016.

~~Cost of revenue - Digital.~~revenue-Digital. Cost of revenue in our digital ~~media~~ segment increased to ~~$9.9~~$195.8 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$2.3~~$145.0 million for the three-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$7.6~~$50.8 million, or 35%, primarily due to ~~the acquisition~~increased cost of ~~Headway during the second quarter of 2017,~~revenue related to advertising revenue growth from our digital commercial partnerships business, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period. As a percentage of digital net revenue, cost of revenue ~~in prior periods.~~increased to 85% for the three-month period ended June 30, 2023 from 83% for the three-month period ended June 30, 2022.

Cost of revenue in our digital ~~media~~ segment increased to ~~$20.4~~$363.6 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$6.5~~$274.9 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$13.9~~$88.7 million, or 32%, primarily due to ~~the acquisition~~increased cost of ~~Headway during the second quarter of 2017,~~revenue related to advertising revenue growth from our digital commercial partnerships business, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period. As a percentage of digital net revenue, cost of revenue ~~in prior periods.~~increased to 85% for the six-month period ended June 30, 2023 from 84% for the six-month period ended June 30, 2022.

Direct Operating Expenses. Direct operating expenses increased to ~~$30.2~~$33.1 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$28.2~~$29.6 million for the three-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$2.0 million.~~$3.5 million, or 12%. Of the overall increase, ~~$3.2~~$2.5 million was attributable to our digital ~~media~~ segment, ~~and was~~ primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the ~~acquisition~~timing of ~~Headway during~~ the ~~second quarter of 2017,~~2023 annual restricted stock unit ("RSU") grant to certain employees, which ~~did not contribute~~was made in February 2023 compared to ~~direct operating expenses~~the 2022 annual grant, which was made in ~~prior periods. The overall increase was partially offset by a decrease in our television segment of $1.2 million~~December 2022, and due to ~~a decrease~~an increase in expenses associated with the ~~decrease~~increase in digital advertising ~~revenue and a decrease in rent expense, partially offset by~~revenue. In addition, of the overall increase, $0.5 million was attributable to our television segment, primarily due to an increase in ~~salary expense.~~non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above. Additionally, of the overall increase, $0.5 million was attributable to our audio segment, primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above, and due to an increase in salaries. As a percentage of net revenue, direct operating expenses decreased to 9%12% for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~43%~~13% for the three-month period ended ~~September~~June 30, ~~2016. The decrease in direct operating expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the three-month period ended September 30, 2017.~~2022.

Direct operating expenses increased to ~~$87.2~~$62.9 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$84.3~~$57.4 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$2.9 million.~~$5.5 million, or 10%. Of the overall increase, ~~$5.2~~$3.3 million was attributable to our digital ~~media~~ segment, ~~and was~~ primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the acquisition of Headway during the second quarter of 2017, which did not contribute to direct operating expenses in prior periods. The overall increase was partially offset by a decrease in our television segment of $2.1 million2023 annual RSU grant timing mentioned above, and due to ~~a decrease~~an increase in expenses associated with the ~~decrease~~increase in digital advertising ~~revenue and a decrease in expense for ratings services, and a decrease in~~revenue. In addition, of the overall increase, $1.0 million was attributable to our ~~radio~~television segment, ~~of $0.1 million~~primarily due to ~~a decrease in expenses associated with the decrease in advertising revenue, partially offset by~~ an increase in ~~salary expense.~~non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above. Additionally, of the overall increase, $1.2 million was attributable to our audio segment, primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above, and due to an increase in salaries. As a percentage of net revenue, direct operating expenses decreased to ~~19%~~12% for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2023 from ~~45%~~14% for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016. The decrease in direct operating expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the nine-month period ended September 30, 2017.~~2022.

We believe that direct operating expenses will increase during ~~2017~~2023, primarily as a result of ~~the operations of Headway, which we acquired~~growth in ~~April 2017.~~our digital segment and due to an increase in non-cash stock-based compensation.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to ~~$12.8~~$23.6 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$11.9~~$17.8 million for the three-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$0.9 million.~~$5.8 million, or 33%. Of the overall increase, ~~approximately $1.1~~$5.4 million was attributable to our digital media segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to selling, general and administrative expenses in prior periods. Additionally, $0.3 million of the overall increase was attributable to our television segment and was primarily due to an increase in ~~promotional expenses.~~salary expense, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period. Additionally, of the overall increase, $0.9 million was attributable to our audio segment, primarily due to increased rent expense in the temporary office space until the move to our new permanent offices, which was completed in June 2023. The overall increase was partially offset by a decrease of ~~$0.5~~$0.4 million in our ~~radio~~television segment, due to decreases in event expense and salary expense. As a percentage of net revenue, selling, general and administrative expenses decreased to 4% for the three-month period ended September 30, 2017 from 18% for the three-month period ended September 30, 2016. The decrease in selling, general and administrative expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the three-month period ended September 30, 2017.

Selling, general and administrative expenses increased to $36.0 million for the nine-month period ended September 30, 2017 from $34.8 million for the nine-month period ended September 30, 2016, an increase of $1.2 million. Of the overall increase, $2.0 million was attributable to our digital media segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to selling, general and administrative expenses in prior periods. Additionally, approximately $0.3 million of the overall increase was attributable to our television segment and was primarily due to an increase in promotional expenses. The overall increase was partially offset by a decrease ~~of $1.1 million~~ in ~~our radio segment due to decreases in event expense and~~ bad debt expense. As a percentage of net revenue, selling, general and administrative expenses ~~decreased~~increased to 9% for the three-month period ended June 30, 2023 from 8% for the ~~nine-month~~three-month period ended ~~September~~June 30, ~~2017 from 18%~~2022.

Selling, general and administrative expenses increased to $46.3 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016. The decrease~~2023 from $33.8 million for the six-month period ended June 30, 2022, an increase of $12.5 million, or 37%. Of the overall increase, $10.8

million was attributable to our digital segment and was primarily due to an increase in salary expense, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period. Additionally, of the overall increase, $1.8 million was attributable to our audio segment, primarily due to increased rent expense in the temporary office space until the move to our new permanent offices, which was completed in June 2023. As a percentage of net revenue, selling, general and administrative expenses ~~as a percentage of net revenue is due~~increased to 9% for the ~~revenue from spectrum usage rights recorded in the nine-month~~six-month period ended ~~September~~June 30, ~~2017.~~2023 from 8% for the six-month period ended June 30, 2022.

We believe that selling, general and administrative expenses will increase during ~~2017~~2023, primarily as a result of ~~the operations of Headway,~~growth in our digital segment and operating various acquisitions, which ~~we acquired~~did not contribute, or partially contributed, to our financial results in ~~April 2017.~~our digital segment in 2022.

Corporate Expenses. Corporate expenses increased to ~~$8.2~~$12.0 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$5.7~~$8.5 million for the three-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$2.5 million.~~$3.5 million or 41%. The increase was primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above, and increases in professional service fees. As a percentage of net revenue, corporate expenses ~~associated with~~remained constant at 4% for each of the ~~FCC auction~~three-month periods ended June 30, 2023 and 2022.

Corporate expenses increased to $22.5 million for ~~broadcast spectrum,~~the six-month period ended June 30, 2023 from $17.2 million for the six-month period ended June 30, 2022, an increase of $5.3 million or 31%. The increase was primarily due to an increase in ~~salary expense and~~ non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above, and increases in professional service fees, audit fees and rent expense. As a percentage of net revenue, corporate expenses decreased to 2% for the three-month period ended September 30, 2017 from 9% for the thee-month period ended September 30, 2016. The decrease in corporate expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the three-month period ended September 30, 2017.

Corporate expenses increased to $19.7 million for the nine-month period ended September 30, 2017 from $16.6 million for the nine-month period ended September 30, 2016, an increase of $3.1 million. The increase was primarily due to expenses associated with the FCC auction for broadcast spectrum, legal and financial due diligence costs related to the Headway acquisition and non-cash stock-based compensation expense. As a percentage of net revenue, corporate expenses decreased toremained constant at 4% for each of the ~~nine-month period~~six-month periods ended ~~September~~June 30, 2017 from 9% for the nine-month period ended September 30, 2016. The decrease in corporate expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the nine-month period ended September 30, 2017.2023 and 2022.

We believe that corporate expenses will increase during ~~2017~~2023 compared to 2022, without taking into consideration the expense incurred in 2022 upon the passing of our late Chief Executive Officer, primarily as a result of ~~expense related to the FCC auction for broadcast spectrum.~~an increase in non-cash stock-based compensation and an increase in professional service fees.

Depreciation and Amortization. Depreciation and amortization increased to ~~$4.3~~$6.5 million for the three-month period ended ~~September~~June 30, ~~2017 from $3.8~~2023 compared to $6.3 million for the three-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$0.5 million.~~$0.2 million or 4%. The increase was primarily ~~due~~attributable to amortization ~~on the~~of intangible assets from ~~the Headway acquisition, partially offset by a decrease in depreciation as certain assets are now fully depreciated.~~our various acquisitions.

Depreciation and amortization increased to ~~$12.5~~$13.0 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017 from $11.7~~2023 compared to $12.7 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$0.8 million.~~$0.3 million or 3%. The increase was primarily ~~due~~attributable to amortization ~~on the~~of intangible assets from our various acquisitions.

Foreign currency (gain) loss. Historically, our revenues have primarily been denominated in U.S. dollars, and the ~~Headway acquisition, partially offset by~~majority of our current revenues continue to be, and are expected to remain, denominated in U.S. dollars. However, we have operations in countries other than the United States, primarily related to our digital business, and as a ~~decrease~~result, a portion of our revenues is denominated in ~~depreciation as~~currencies other than the U.S. dollar, primarily the Mexican peso, Argentine peso, Uruguayan peso, Euro, certain ~~assets~~other Latin American currencies and various Asian and African currencies. As a result, we have operating expense, attributable to foreign currency, that is primarily related to the operations of our digital business. We had a foreign currency loss of $0.7 million for the three-month period ended June 30, 2023 compared to a foreign currency loss of $1.0 million for the three-month period ended June 30, 2022. We had a foreign currency gain of $0.3 million for the six-month period ended June 30, 2023 compared to a foreign currency loss of $0.1 million for the six-month period ended June 30, 2022. Foreign currency gains and losses are ~~now fully depreciated.~~primarily due to currency fluctuations that affect our digital segment operations located outside the United States. In our digital operations outside the United States, we typically pay our global media partners in U.S. dollars but bill certain of our customers in their local currency. Therefore, during times of a strengthening U.S. dollar relative to other currencies, we may incur a loss based on the difference in value between what we pay in U.S dollars and what we ultimately receive in a local currency, when expressed in U.S. dollars, and conversely, during times of a weakening U.S. dollar relative to other currencies we may have a gain.

Other operating gain. We did not have other operating gain for the three-month period ended June 30, 2023, compared to $0.8 million for the three-month period ended June 30, 2022. We did not have other operating gain for the six-month period ended June 30, 2023, compared to $1.0 million for the six-month period ended June 30, 2022.

Change in fair value of contingent consideration. As a result of changes in the fair value of contingent consideration related to our various acquisitions, we recognized an expense of $1.1 million and an expense of $1.0 million for the three-month periods ended June 30, 2023 and 2022, respectively. As a result of changes in the fair value of contingent consideration related to our various acquisitions, we recognized income of $2.9 million and an expense of $6.1 million for the six-month periods ended June 30, 2023 and 2022, respectively.

Operating ~~Income.~~income (loss). As a result of the above factors, operating income was ~~$257.0~~$0.5 million for the three-month period ended ~~September~~June 30, ~~2017,~~2023, compared to ~~$13.3~~operating income of $13.4 million for the three-month period ended ~~September~~June 30, ~~2016.~~ 2022.

As a result of the above factors, operating income was ~~$274.3~~$7.2 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017,~~2023, compared to ~~$34.2~~operating income of $17.6 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016.~~2022.

Interest Expense, net. Interest expense, net ~~decreased~~increased to ~~$3.5~~$3.3 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$3.8~~$1.6 million for the three-month period ended ~~September~~June 30, ~~2016, a decrease of $0.3 million.~~2022. This ~~decrease~~increase was primarily due to ~~the loan principal prepayment during the fourth quarter of 2016.~~a higher interest rate on our debt, partially offset by interest income on our available for sale securities.

Interest expense, net ~~decreased~~increased to ~~$10.6~~$6.4 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$11.4~~$3.0 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016, a decrease of $0.8 million.~~2022. This ~~decrease~~increase was primarily due to a higher interest rate on our debt, partially offset by interest income on our available for sale securities.

We anticipate that interest expense will continue to increase in future periods as long as interest rates increase, since our borrowings under the ~~loan principal prepayment during~~2023 Credit Facility bear interest at a variable rate.

Realized gain (loss) on marketable securities. For the ~~fourth quarter~~three and six-month periods ended June 30, 2023 we recorded a de minimis amount of ~~2016.~~realized loss, related to our available for sale securities.

Loss on debt extinguishment. We recorded a loss on debt extinguishment of $1.6 million for the six-month period ended June 30, 2023 due to the refinancing of our 2017 Credit Facility with the 2023 Credit Facility.

Income Tax ~~Expense.~~ Benefit (Expense). Income tax benefit for the six-month period ended June 30, 2023 was $0.5 million, or 63% of our pre-tax loss. Income tax expense for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2022 was ~~$100.2~~$4.2 million, or ~~38%~~29% of our pre-tax income. ~~Income~~The effective tax ~~expense~~rate for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016~~2023 was different from our statutory rate due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non deductible executive compensation, changes in the fair value of the contingent consideration liability, and non-taxable non-territorial income.

Our management periodically evaluates the realizability of the deferred tax assets and, if it is determined that it is more likely than not that the deferred tax assets are, or are not, realizable, adjusts the valuation allowance accordingly. Valuation allowances are established and maintained for deferred tax assets on a “more likely than not” threshold. The process of evaluating the need to maintain a valuation allowance for deferred tax assets and the amount maintained in any such allowance is highly subjective and is based on many factors, several of which are subject to significant judgment calls.

Based on our analysis, we determined that it was more likely than not that our deferred tax assets would be realized for all jurisdictions with the exception of certain of our digital operations and certain U.S. Foreign Tax Credit carryovers. As a result of historical losses from our digital operations primarily in Spain, Uruguay, Mexico and Argentina and certain U.S. Foreign Tax Credit carryovers, management has determined that it is more likely than not that deferred tax assets of $4.8 million at June 30, 2023 will not be realized and therefore we have established a valuation allowance in that amount on those assets.

Segment Operations

Digital

Net Revenue. Net revenue in our digital segment increased to $229.9 million for the three-month period ended June 30, 2023 from $174.4 million for the three-month period ended June 30, 2022. This increase of $55.5 million, or 32%, in net revenue was primarily due to advertising revenue growth from our digital commercial partnerships business, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period.

Net revenue in our digital segment increased to $426.4 million for the six-month period ended June 30, 2023 from $328.1 million for the six-month period ended June 30, 2022. This increase of $98.3 million, or 30%, in net revenue was primarily due to advertising revenue growth from our digital commercial partnerships business, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period.

Cost of revenue. Cost of revenue in our digital segment increased to $195.8 million for the three-month period ended June 30, 2023 from $145.0 million for the three-month period ended June 30, 2022, an increase of $50.8 million, or 35%, primarily due to increased cost of revenue related to advertising revenue growth from our digital commercial partnerships business, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period.

Cost of revenue in our digital segment increased to $363.6 million for the six-month period ended June 30, 2023 from $274.9 million for the six-month period ended June 30, 2022, an increase of $88.7 million, or 32%, primarily due to increased cost of revenue

related to advertising revenue growth from our digital commercial partnerships business, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period.

We have previously noted a trend in our digital operations globally whereby revenue is shifting more to programmatic revenue. As a result, advertisers are demanding more efficiency and lower cost from intermediaries like us. In response to this trend, we have been offering programmatic alternatives to advertisers, which continues to put pressure on margins. Among our programmatic solutions is our Smadex ad purchasing platform. Additionally, we are experiencing lower margins related to revenue generated from the primarily global media companies for which we act as commercial partner, as a result of relative negotiating strength and industry trends generally. We expect these trends will continue in future periods, likely further resulting in a more pronounced lower margin business in our digital segment. For example, based on communications with our largest commercial partner, we will receive a lower rate of payment on our sales made on behalf of this company beginning in the second half of 2023, resulting in further lower margins. The digital advertising industry remains dynamic and is continuing to undergo rapid changes in technology, customer expectation and competition. We expect this trend to continue and possibly accelerate. We must continue to remain vigilant to meet these dynamic and rapid changes including the need to further adjust our business strategies accordingly. No assurances can be given that such strategies will be successful.

Direct operating expenses. Direct operating expenses in our digital segment increased to $10.3 million for the three-month period ended June 30, 2023 from $7.8 million for the three-month period ended June 30, 2022, an increase of $2.5 million, or 31%. The increase was primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above, and due to an increase in expenses associated with the increase in digital advertising revenue.

Direct operating expenses in our digital segment increased to $18.3 million for the six-month period ended June 30, 2023 from $15.0 million for the six-month period ended June 30, 2022, an increase of $3.3 million, or 22%. The increase was primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above, and due to an increase in expenses associated with the increase in digital advertising revenue.

Selling, general and administrative expenses. Selling, general and administrative expenses in our digital segment increased to $14.8 million for the three-month period ended June 30, 2023 from $9.4 million for the three-month period ended June 30, 2022, an increase of $5.4 million, or ~~40%~~57%. The increase was primarily due to an increase in salary expense, and due to various acquisitions, which did not contribute to our financial results in our digital segment in the comparable period.

Selling, general and administrative expenses in our digital segment increased to $28.3 million for the six-month period ended June 30, 2023 from $17.5 million for the six-month period ended June 30, 2022, an increase of $10.8 million, or 62%. The increase was primarily due to an increase in salary expense, and due to various acquisitions, which did not contribute to our ~~pre-tax income.~~ financial results in our digital segment in the comparable period.

~~Segment Operations~~Television

~~Television~~

~~Revenue from Advertising.~~ Net Revenue.Net revenue ~~from advertising and retransmission consent~~ in our television segment decreased to ~~$36.5~~$29.9 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$40.4~~$32.4 million for the three-month period ended ~~September~~June 30, ~~2016,~~2022. This decrease of $2.5 million, or 8%, in net revenue was primarily due to decreases in political advertising revenue and national advertising revenue, partially offset by increases in local advertising revenue, spectrum usage rights revenue and retransmission consent revenue.

Net revenue in our television segment decreased to $60.3 million for the six-month period ended June 30, 2023 from $63.2 million for the six-month period ended June 30, 2022. This decrease of $2.9 million, or 5%, in net revenue was primarily due to decreases in political advertising revenue and national advertising revenue, partially offset by increases in local advertising revenue, spectrum usage rights revenue and retransmission consent revenue.

In general, our television segment faces declining audiences, which we believe is present across the industry, competitive factors with the other major Spanish-language broadcasters, and changing demographics and preferences of audiences, particularly younger audiences, in terms of the media they prefer to view, including streaming and social media. We anticipate that these changes in viewer habits will persist and may accelerate at least for the foreseeable future and possibly permanently. Additionally, notwithstanding the increase in local advertising revenue, we have previously noted a trend for advertising to move increasingly from traditional media, such as television, to new media, such as digital media, and we expect this trend will also continue.

Direct Operating Expenses. Direct operating expenses in our television segment increased to $15.0 million for the three-month period ended June 30, 2023 from $14.5 million for the three-month period ended June 30, 2022, an increase of $0.5 million, or 4%. The increase was primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above.

Direct operating expenses in our television segment increased to $29.8 million for the six-month period ended June 30, 2023 from $28.8 million for the six-month period ended June 30, 2022, an increase of $1.0 million, or 4%. The increase was primarily due to an increase in non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our television segment decreased to $4.8 million for the three-month period endedJune 30, 2023 from $5.2 million for the three-month period ended June 30, 2022, a decrease of ~~$3.9 million.~~$0.4 million, or 8%. The decrease was primarily due to a decrease in local revenue and a decrease in political advertising revenue, which was not material in 2017, partially offset by an increase in retransmission consent revenue. We generated a total of $8.5 million in retransmission consent revenue for the three-month period ended September 30, 2017 from $7.4 million for the three-month period ended September 30, 2016, an increase of $1.1 million.bad debt expense.

Net revenue from advertising and retransmission consent in our television segment decreased to $112.0 million for the nine-month period ended September 30, 2017 from $116.1 million for the nine-month period ended September 30, 2016, a decrease of $4.1 million. The decrease was primarily due to a decrease in local revenue and a decrease in political advertising revenue, which was not material in 2017, partially offset by an increase in national advertising revenue and an increase in retransmission consent revenue. We generated a total of $23.9 million in retransmission consent revenue for the nine-month period ended September 30, 2017 from $22.3 million for the nine-month period ended September 30, 2016, an increase of $1.6 million.

~~Revenue from Spectrum Usage Rights.~~ ~~Net revenue from spectrum usage rights was $263.9 million for the three- and nine-month periods ended September 30, 2017. We did not have revenue from spectrum usage rights in 2016.~~

~~Cost of revenue – Spectrum Usage Rights.~~ Cost of revenue related to revenue from spectrum usage rights was $12.1 million for the three- and nine-month periods ended September 30, 2017. Cost of revenue – spectrum usage rights consists primarily of the carrying value of spectrum usage rights surrendered in the FCC auction for broadcast spectrum. We did not have revenue from spectrum usage rights in 2016.

~~Direct Operating Expenses.~~ Direct operating expenses in our television segment decreased to $14.4 million for the three-month period ended September 30, 2017 from $15.6 million for the three-month period ended September 30, 2016, a decrease of $1.2 million. The decrease was primarily attributable to a decrease in expenses associated with the decrease in advertising revenue and a decrease in rent expense, partially offset by an increase in salary expense.

Direct operating expenses in our television segment decreased to $44.0 million for the nine-month period ended September 30, 2017 from $46.1 million for the nine-month period ended September 30, 2016, a decrease of $2.1 million. The decrease was primarily attributable to a decrease in expenses associated with the decrease in advertising revenue and a decrease in expense for ratings services, partially offset by an increase in salary expense.

~~Selling, General and Administrative Expenses.~~ Selling, general and administrative expenses in our television segment ~~increased~~remained constant at $10.2 million for each of the six-month periods endedJune 30, 2023 and 2022.

Audio

Net Revenue. Net revenue in our audio segment decreased to ~~$5.8~~$13.5 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$5.5~~$14.9 million for the three-month period ended ~~September~~June 30, ~~2016,~~2022. This decrease of $1.4 million, or 9%, in net revenue was primarily due to a decrease in political advertising revenue, and decreases in local and national advertising revenue.

Net revenue in our audio segment decreased to $25.8 million for the six-month period ended June 30, 2023 from $27.5 million for the six-month period ended June 30, 2022. This decrease of $1.7 million, or 6%, in net revenue was primarily due to a decrease in political advertising revenue, and decreases in local and national advertising revenue.

In general, our audio segment faces declining audiences, which we believe is present across the industry, competitive factors with other major Spanish-language broadcasters, and changing demographics and preferences of listening audiences, particularly younger audiences, including podcasts and other streaming services. We anticipate that these changes in listener habits will persist and may accelerate at least for at least for the foreseeable future and possibly permanently. Additionally, we have previously noted a trend for advertising to move increasingly from traditional media, such as radio, to new media, such as digital media, and we expect this trend will also continue.

Direct Operating Expenses. Direct operating expenses in our audio segment increased to $7.8 million for the three-month period ended June 30, 2023 from $7.3 million for the three-month period ended June 30, 2022, an increase of ~~$0.3 million.~~$0.5 million, or 7%. The increase was primarily due to an increase in ~~promotional expenses.~~non-cash stock-based compensation, which is mainly a result of the 2023 annual RSU grant timing mentioned above, and due to an increase in salaries.

~~Selling, general and administrative~~Direct operating expenses in our ~~television~~audio segment increased to ~~$16.5~~$14.9 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$16.2~~$13.7 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016,~~2022, an increase of ~~$0.3 million.~~$1.2 million, or 9%. The increase was primarily due to an increase in ~~promotional expenses.~~

~~Radio~~

~~Net Revenue. Net revenue in our radio segment decreased to $16.9 million for~~non-cash stock-based compensation, which is mainly a result of the ~~three-month period ended September 30, 2017 from $19.2 million for the three-month period ended September 30, 2016, a decrease of $2.3 million. The decrease was primarily~~2023 annual RSU grant timing mentioned above, and due to ~~decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017.~~

Net revenue in our radio segment decreased to $49.8 million for the nine-month period ended September 30, 2017 from $55.6 million for the nine-month period ended September 30, 2016, a decrease of $5.8 million. The decrease was primarily due to decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017.

~~Direct Operating Expenses.~~ ~~Direct operating expenses in our radio segment were $11.3 million for each of the three-month periods ended September 30, 2017 and 2016.~~

Direct operating expenses in our radio segment decreased to $33.4 million for the nine-month period ended September 30, 2017 from $33.5 million for the nine-month period ended September 30, 2016, a decrease of $0.1 million. The decrease was primarily due to a decrease in expenses associated with the decrease in advertising revenue, partially offset by an increase in ~~salary expense.~~salaries.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our ~~radio~~audio segment ~~decreased~~increased to ~~$4.6~~$4.0 million for the three-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$5.1~~$3.1 million for the three-month period ended ~~September~~June 30, ~~2016, a decrease~~2022, an increase of ~~$0.5 million.~~$0.9 million, or 27%. The ~~decrease~~increase was primarily due to ~~decreases~~increased rent expense in ~~event expense and salary expense.~~the temporary office space until the move to our new permanent offices, which was completed in June 2023.

Selling, general and administrative expenses in our ~~radio~~audio segment ~~decreased~~increased to ~~$13.9~~$7.9 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~2023 from ~~$15.0~~$6.1 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016, a decrease of $1.1 million. The decrease was primarily due to decreases in event expense and salary expense.~~

~~Digital Media~~

~~Net Revenue. Net revenue in our digital media segment increased to $17.1 million for the three-month period ended September 30, 2017 from $5.7 million for the three-month period ended September 30, 2016,~~2022, an increase of ~~$11.4 million.~~$1.8 million, or 29%. The increase was primarily due to increased rent expense in the ~~acquisition of Headway during~~temporary office space until the ~~second quarter of 2017, which did not contribute~~move to our ~~results of operations~~new permanent offices, which was completed in prior periods. This increase was partially offset by a decrease in national revenue in our pre-existing digital business, driven by shifts in the digital advertising industry toward video advertising and the increased use of automated buying platforms, referred to in our industry as programmatic revenue. The digital advertising industry is dynamic and undergoing rapid change, which includes the current shift toward programmatic revenue. We anticipate that this trend will continue in the digital advertising industry and that other trends may emerge, requiring us to respond to changing consumer demands, which might include, among other things, changing and adapting certain of our digital offerings, and closely monitoring the operations of our pre-existing digital media business.June 2023.

Net revenue in our digital media segment increased to $36.8 million for the nine-month period ended September 30, 2017 from $16.5 million for the nine-month period ended September 30, 2016, an increase of $20.3 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to results of operations in prior periods. This increase was partially offset by a decrease in national revenue in our pre-existing digital business, driven by shifts in the digital advertising industry toward video advertising and the increased use of automated buying platforms, referred to in our industry as programmatic revenue. The digital advertising industry is dynamic and undergoing rapid change, which includes the current shift toward programmatic revenue. We anticipate that this trend will continue in the digital advertising industry and that other trends may emerge, requiring us to respond to changing consumer demands, which might include, among other things, changing and adapting certain of our digital offerings, and closely monitoring the operations of our pre-existing digital media business.

~~Cost of revenue~~. Cost of revenue in our digital media segment increased to $9.9 million for the three-month period ended September 30, 2017 from $2.3 million for the three month period ended September 30, 2016, an increase of $7.6 million. This increase was due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods. Cost of revenue in our pre-existing digital business was constant. Because of third party media costs, our margins tend to be smaller in our digital media segment than in our other broadcast segments. As a percentage of net revenue, cost of revenue increased to 58% for the three-month period ended September 30, 2017 from 40% for the three-month period ended September 30, 2016. The increase in cost of revenue as a percentage of digital revenue was primarily due to the acquisition of Headway and a higher percentage of programmatic revenue in our pre-existing digital business. Because of the high volume and relative efficiencies of these programmatic platforms, the margins tend to be lower.

Cost of revenue in our digital media segment increased to $20.4 million for the nine-month period ended September 30, 2017 from $6.5 million for the nine-month period ended September 30, 2016, an increase of $13.9 million. This increase was due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods. Cost of revenue in our pre-existing digital business was constant. Because of third party media costs, our margins tend to be smaller in our digital media segment than in our other broadcast segments. As a percentage of net revenue, cost of revenue increased to 56% for the nine-month period ended September 30, 2017 from 39% for the nine-month period ended September 30, 2016. The increase in cost of revenue as a percentage of digital revenue was primarily due to the acquisition of Headway and a higher percentage of programmatic revenue in our pre-existing digital business. Because of the high volume and relative efficiencies of these programmatic platforms, the margins tend to be lower.

~~Direct operating expenses~~. Direct operating expenses in our digital media segment increased to $4.6 million for the three-month period ended September 30, 2017 from $1.4 million for the three-month period ended September 30, 2016, an increase of $3.2 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods, partially offset by a decrease in our pre-existing digital business due to a decrease in expenses associated with the decrease in advertising revenue and a decrease in salary expense.

Direct operating expenses in our digital media segment increased to $9.9 million for the nine-month period ended September 30, 2017 from $4.7 million for the six-month period ended September 30, 2016, an increase of $5.2 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods, partially offset by a decrease in our pre-existing digital business due to a decrease in expenses associated with the decrease in advertising revenue and a decrease in salary expense.

~~Selling, general and administrative expenses~~. Selling, general and administrative expenses in our digital media segment increased to $2.4 million for the three-month period ended September 30, 2017 from $1.3 million for the three-month period ended September 30, 2016, an increase of $1.1 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods, partially offset by a decrease in our pre-existing digital business due to a decrease in salary expense.

Selling, general and administrative expenses in our digital media segment increased to $5.6 million for the nine-month period ended September 30, 2017 from $3.6 million for the nine-month period ended September 30, 2016, an increase of $2.0 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods, partially offset by a decrease in our pre-existing digital business due to a decrease in salary expense.

Liquidity and Capital Resources

While we have a history of operating losses in some periods and operating income in other periods, we also have a history of generating significant positive cash flows from our operations. We had net income attributable to common stockholders of ~~approximately $20.4 million, $25.6~~$18.1 million and ~~$27.1~~$29.3 million for the years ended December 31, ~~2016, 2015~~2022 and ~~2014,~~2021, respectively, and a net loss attributable to common stockholders of $3.9 million for the year ended December 31, 2020. We had positive cash flow from operations of $78.9 million, $65.3 million and $63.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. We had positive cash flow from operations of ~~$57.3 million, $62.3 million and $54.4~~$47.1 million for the ~~years ended December 31, 2016, 2015 and 2014, respectively. We generated cash flow from operations of $293.5 million for the nine-month~~six-month period ended ~~September~~June 30, ~~2017 and~~2023. For at least the next twelve months, we ~~expect to have positive cash flow from operations for the full 2017 fiscal year. We~~ expect to fund our working capital requirements, capital expenditures and payments of principal and interest on outstanding indebtedness, with cash on hand and cash flows from operations.

We currently ~~anticipate~~believe that our cash ~~flows from operations, cash on hand~~position is capable of meeting our operating and ~~available borrowings under our 2013 Credit Facility will be sufficient to meet our anticipated cash~~capital expenses and debt service requirements for at least the next twelve months from the issuance of this report. We believe that our position is strengthened by cash and cash equivalents on hand, in the amount of $99.6 million, and available for sale marketable securities in the ~~foreseeable future.~~additional amount of $26.9 million, as of June 30, 2023.

~~2013~~Our liquidity is not materially impacted by the amounts held in accounts outside the United States. The majority of our cash and cash equivalents is held outside the United States, primarily in Uruguay, Spain, Ecuador and Singapore, none of which countries have foreign currency controls. We hold smaller amounts of cash in certain countries that do have foreign currency controls, including South Africa and Argentina, which could impact our ability to freely repatriate such funds from those countries to the United States.

2017 Credit Facility

The following discussion pertains to the 2017 Credit Facility and the 2017 Credit Agreement. It does not purport to be a complete discussion of the full terms and conditions of the 2017 Credit Facility or the 2017 Credit Agreement. For more information, please refer to Note 2 to Notes to Consolidated Financial Statements and the 2017 Credit Agreement itself.

On ~~May 31, 2013,~~November 30, 2017 (the “2017 Closing Date”), we entered into ~~our 2013~~its 2017 Credit Facility pursuant to the ~~2013~~2017 Credit Agreement. The ~~2013~~2017 Credit Facility ~~consists~~consisted of a ~~$20.0 million senior secured Term Loan A Facility, a $375.0~~$300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”), which was drawn in full on the Term Loan B Borrowing Date, and a $30.0 million senior secured Revolving Credit Facility. In addition, the 2013 Credit Facility provides that we may increase the aggregate principal amount of the 2013 Credit Facility by up to an additional $100.0 million, subject to us satisfying certain conditions.2017 Closing Date.

Borrowings under the Term Loan AB Facility were used on the 2017 Closing Date ~~(together with cash on hand)~~(a) to ~~(a)~~ repay in full all of our and our subsidiaries’ outstanding obligations under ~~the 2012 Credit Agreement~~our previous credit facility and to terminate the ~~2012 Credit Agreement, and~~credit agreement relating thereto, (b) to pay fees and expenses in connection with the ~~2013~~2017 Credit ~~Facility. As discussed in more detail below, on August 1, 2013, we drew on~~Facility and (c) for general corporate purposes.

Our borrowings under the 2017 Credit Facility bore 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%. As of March 16, 2023, the interest rate on our Term Loan B was 7.38%. The Term Loan B Facility had an expiration date on November 30, 2024.

For information regarding other provisions, terms and conditions of the 2017 Credit Agreement and our 2017 Credit Facility, please see the discussion beginning on page 12 in Note 2 to Notes to Condensed Consolidated Financial Statements.

2023 Credit Facility

On March 17, 2023 (the “2023 Closing Date”), we entered into the 2023 Credit Facility, pursuant to the 2023 Credit Agreement, by and among us, Bank of America, N.A., as Administrative Agent (the “Agent”), and the other financial institutions party thereto as Lenders (collectively, the “Lenders” and individually each a “Lender”).

As provided for in the 2023 Credit Agreement, our 2023 Credit Facility consists of (i) a $200.0 million senior secured Term A Facility, which was drawn in full on the 2023 Closing Date, and (ii) a $75.0 million Revolving Credit Facility (the “Revolving Credit Facility”), of which $11.5 million was drawn on the 2023 Closing Date. In addition, the 2023 Credit Agreement provides that we may increase the aggregate principal amount of our 2023 Credit Facility by an additional amount equal to $100.0 million plus the amount that would result in our first lien net leverage ratio (as such term is used in the 2023 Credit Agreement) not exceeding 2.25 to 1.0, subject to our satisfying certain conditions.

Borrowings under our 2023 Credit Facility were used on the 2023 Closing Date (a) to repay in full all of ~~the~~our and our subsidiaries' outstanding ~~loans~~obligations under the ~~Term Loan A~~2017 Credit Agreement, (b) to pay fees and expenses in connection with our 2023 Credit Facility and ~~(b) redeem in full all of the Notes. We intend to use any future borrowings under the Revolving~~(c) for general corporate purposes. The 2023 Credit Facility to provide for working capital, capital expenditures and other general corporate purposes and from time to time fund a portion of any acquisitions in which we may engage, in each case subject to the terms and conditions set forth in the 2013 Credit Agreement.matures on March 17, 2028 (the “Maturity Date”).

The ~~2013~~2023 Credit Facility is guaranteed on a senior secured basis by ~~the Credit Parties. The 2013 Credit Facility is~~certain of our existing and future wholly-owned domestic subsidiaries, and secured on a first priority basis by our and ~~the Credit Parties’~~those subsidiaries’ assets. ~~Upon the redemption of the Notes, the security interests and guaranties of us and the Credit Parties under the Indenture and the Notes were terminated and released.~~

Our borrowings under the ~~2013~~2023 Credit Facility will bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Term SOFR (as defined in the 2023 Credit Agreement) plus a margin between 2.50% and 3.00%, depending on the Total Net Leverage Ratio or (ii) the Base Rate (as defined in the ~~2013~~2023 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement); or (ii) LIBOR (as defined in the 2013 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement). As of September 30, 2017, our effective interest rate was 3.5%. The Term Loan A Facility expireda margin between 1.50% and 2.00%, depending on the ~~Term Loan B Borrowing Date, which was August 1, 2013. The Term Loan B Facility expires on~~Total Net Leverage Ratio. In addition, the ~~Term Loan B Maturity Date, which is May 31, 2020 and~~unused portion of the Revolving Credit Facility ~~expires~~is subject to a rate per annum between 0.30% and 0.40%, depending on the ~~Revolving Loan Maturity Date, which is May 31, 2018.~~Total Net Leverage Ratio.

As ~~defined in~~of June 30, 2023, the ~~2013~~interest rate on our Term A Facility and the drawn portion of the Revolving Credit Facility ~~“Applicable Margin” means:~~was 7.95%.

~~(a) with respect to the Term Loans (i) if a Base Rate Loan, one and one half percent (1.50%) per annum and (ii) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and~~

~~(b) with respect to the Revolving Loans:~~

First Lien Net Leverage Ratio

LIBOR Margin

Base Rate Margin

≥ 4.50 to 1.00


2.50
%

1.50
%
< 4.50 to 1.00


2.25
%

1.25
%

In the event we engage in a transaction that has the effect of reducing the yield of any loans outstanding under the Term Loan B Facility within six months of the Term Loan B Borrowing Date, we will owe 1% of the amount of the loans so repriced or replaced to the Lenders thereof (such fee, the “Repricing Fee”). Other than the Repricing Fee, theThe amounts outstanding under the ~~2013~~2023 Credit Facility may be prepaid at our 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~~Term SOFR loan. The

principal amount of the ~~(i)~~ Term ~~Loan~~ A ~~Facility shall be paid in full on the Term Loan B Borrowing Date, (ii) Term Loan B~~ Facility shall be paid in installments on the dates and in the respective amounts set forth in the ~~2013~~2023 Credit Agreement, with the final balance due on the ~~Term Loan B Maturity Date and (iii) Revolving Credit Facility shall be due on the Revolving Loan~~ Maturity Date.

~~Subject~~Consolidated EBITDA

Consolidated EBITDA decreased to ~~certain exceptions,~~$27.2 million for the ~~2013 Credit Facility contains covenants that limit~~six-month period ended June 30, 2023 compared to $40.6 million for the ~~ability~~six-month period ended June 30, 2022. As a percentage of ~~us and~~net revenue, consolidated EBITDA decreased to 5% for the ~~Credit Parties to, among other things:~~

~~incur additional indebtedness or change or amend~~six-month periods ended June 30, 2023 from 10% for the ~~terms of any senior indebtedness, subject to certain conditions;~~six-month periods ended June 30, 2022.

~~incur liens on the property or assets of us and the Credit Parties;~~

~~dispose of certain assets;~~

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

~~make certain investments;~~

~~enter into transactions with affiliates;~~

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

~~incur certain contingent obligations;~~

~~make certain restricted payments; and~~

~~enter new lines of business, change accounting methods or amend the organizational documents of us or any Credit Party in any materially adverse way to the agent or the lenders.~~

~~The 2013 Credit Facility also requires compliance with a financial covenant related to total net leverage ratio (calculated as set forth~~Consolidated EBITDA, which is defined in the ~~2013 Credit Agreement) in the event that the revolving credit facility is drawn.~~

~~The 2013 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 2013 Credit Facility when due;~~

~~default in payment when due of the principal amount of borrowings under the 2013 Credit Facility;~~

failure by us or any Credit Party to comply with the negative covenants, financial covenants (provided, that, an event of default under the Term Loan Facilities will not have occurred due to a violation of the financial covenants until the revolving lenders have terminated their commitments and declared all obligations to be due and payable), and certain other covenants relating to maintenance of customary property insurance coverage, maintenance of books and accounting records and permitted uses of proceeds from borrowings under the 2013 Credit Facility, each as set forth in the 2013 Credit Agreement;

~~failure by us or any Credit Party to comply with any of the other agreements in the 2013~~2023 Credit Agreement, and related loan documents that continues for thirty (30) days (or ten (10) days in the case of certain financial statement delivery obligations) after officers of us 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;

~~failure of us or any Credit Party to pay, vacate or stay final judgments aggregating over $15.0 million for a period of thirty (30) days after the entry thereof;~~

~~certain events of bankruptcy or insolvency with respect to us or any Credit Party;~~

~~certain change of control events;~~

~~the revocation or invalidation of any agreement or instrument governing the Notes or any subordinated indebtedness, including the Intercreditor Agreement; and~~

~~any termination, suspension, revocation, forfeiture, expiration (without timely application for renewal) or material adverse amendment of any material media license.~~

In connection with our entering into the 2013 Credit Agreement, we and the Credit Parties also entered into an Amended and Restated Security Agreement, pursuant to which we and the Credit Parties each granted a first priority security interest in the collateral securing the 2013 Credit Facility for the benefit of the lenders under the 2013 Credit Facility.

On August 1, 2013, we drew on borrowings under our Term Loan B Facility. The borrowings were used to (i) repay in full all of the outstanding loans under our Term Loan A Facility; (ii) satisfy the Redemption on the Redemption Date under the Indenture, in an aggregate principal amount of approximately $324 million, and (iii) pay any fees and expenses in connection therewith. The redemption price for the redeemed Notes was 106.563% of the principal amount, plus accrued and unpaid interest thereon to the Redemption Date.

The Redemption constituted a complete redemption of the Notes, such that no amount remained outstanding following the Redemption. Accordingly, the Indenture has been satisfied and discharged in accordance with its terms and the Notes have been cancelled, effective as of the Redemption Date.

Effective August 1, 2017, we entered into the First Amendment dated as of August 1, 2017 (the “Amendment”) to the 2013 Credit Agreement. Pursuant to this Amendment, among other things, we are allowed to make certain restricted payments in an amount not to exceed $40 million, plus, for each anniversary of the effective date of the Amendment, an additional $20 million so long as, in the case of restricted payments made in reliance on any such additional amounts, the total net leverage ratio would not exceed 5.5 to 1 after giving effect to the restricted payment.

~~In each of December 2014, 2015 and 2016, we made a prepayment of $20.0 million, to reduce the amount of loans then outstanding under our Term Loan B Facility.~~

~~Derivative Instruments~~

We use derivatives in the management of interest rate risk with respect to interest expense on variable rate debt. Our current policy prohibits entering into derivative instruments for speculation or trading purposes. We are party to interest rate swap agreements with financial institutions that fix the variable benchmark component (LIBOR) of our interest rate on a portion of our term loan.

~~ASC 820,~~ ~~“Fair Value Measurements and Disclosures”~~, requires us to recognize all of our derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. The interest rate swap agreements were designated and qualified as a cash flow hedge; therefore, the effective portion of the changes in fair value is a ~~component~~non-GAAP measure. For a reconciliation of ~~other comprehensive income. Any ineffective portions of the changes in fair value of the interest rate swap agreements will be immediately recognized directly~~consolidated EBITDA to ~~interest expense in the consolidated statement of operations.~~

The carrying amount of our interest rate swap agreements is recorded at fair value, including non-performance risk, when material. The fair value of each interest rate swap agreement is determined by using multiple broker quotes, adjusted for non-performance risk, when material, which estimate the future discounted cash flows ~~of any future payments that may be made under such agreements.~~from operating activities, its most directly comparable GAAP financial measure, please see page 38.

As required by the terms of our 2013 Credit Agreement, on December 16, 2013, we entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $186.0 million at a fixed rate of 2.73%, resulting in an all-in fixed rate of 5.23%. The interest rate swap agreements took effect on December 31, 2015 with a maturity date on December 31, 2018. Under these interest rate swap agreements, we pay at a fixed rate and receive payments at a variable rate based on three-month LIBOR. The interest rate swap agreements effectively fix the floating LIBOR-based interest of $186.0 million outstanding LIBOR-based debt. The interest rate swap agreements were designated and qualified as a cash flow hedge; therefore, the effective portion of the changes in fair value is recorded in accumulated other comprehensive income. Any ineffective portions of the changes in fair value of the interest rate swap agreements will be recognized directly to interest expense in the consolidated statement of operations. The change in fair value of the interest rate swap agreements for the three-month period ended September 30, 2017 was a gain of $0.5 million, net of tax, and was included in other comprehensive income (loss). The change in fair value of the interest rate swap agreements for the nine-month period ended September 30, 2017 was a gain of $1.3 million, net of tax, and was included in other comprehensive income (loss). We paid $0.7 million of interest related to the interest rate swap agreements ~~for the three-month period ended~~ ~~September 30, 2017. We paid $2.2 million of interest related to the interest rate swap agreements~~ ~~for the nine-month period ended~~ September 30, 2017. As of September 30, 2017, we estimate that none of the unrealized gains or losses included in accumulated other comprehensive income or loss related to these interest rate swap agreements will be realized and reported in earnings within the next twelve months.

Share Repurchase Program

On ~~July 13, 2017,~~March 1, 2022, our Board of Directors approved a share repurchase program of up to ~~$15~~$20 million of our common stock. Under this share repurchase program, we are authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other ~~factors. On~~factors.

In the ~~same date, the Board terminated our previous share~~three- and six-month periods ended June 30, 2023, we did not repurchase ~~program of up to $20 million~~any shares of our Class A common stock.

We As of June 30, 2023, we have repurchased ~~0.3~~a total of 1.8 million shares of our Class A common stock ~~at an average price of $5.62,~~under the current share repurchase program for an aggregate purchase price of ~~approximately $1.8~~$11.3 million, ~~during the three-month period ended September 30, 2017.~~or an average price per share of $6.43. All such repurchased shares were retired as of ~~September~~June 30, ~~2017.~~2023.

~~Consolidated Adjusted EBITDA~~

Consolidated adjusted EBITDA (as defined below) increase to $289.9 million for the nine-month period ended September 30, 2017 compared to $48.6 million for the nine-month period ended September 30, 2016. As a percentage of net revenue, consolidated adjusted EBITDA increased to 63% for the nine-month period ended September 30, 2017 compared to 26% for the nine-month period ended ~~September 30, 2016.~~

~~Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization,~~ ~~non-cash impairment charge,~~ non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our 2013 Credit Facility and does not include gain (loss) on sale of assets, depreciation and amortization, ~~non-cash impairment charge,~~ non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments.

Since our ability to borrow from our 2013 Credit Facility is based on a consolidated adjusted EBITDA financial covenant, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. Our 2013 Credit Facility contains a total net leverage ratio financial covenant. The total net leverage ratio, or the ratio of consolidated total debt (net of up to $20 million of unrestricted cash) to trailing-twelve-month consolidated adjusted EBITDA, affects both our ability to borrow from our 2013 Credit Facility and our applicable margin for the interest rate calculation. Under our 2013 Credit Facility, our maximum total leverage ratio may not exceed 6.25 to 1 in the event that the revolving credit facility is drawn. The total leverage ratio was as follows (in each case as of ~~September 30): 2017, 0.9 to 1; 2016, 4.0 to 1. Therefore, we were in compliance with this covenant at each of those dates.~~

While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with GAAP, such as cash flows from operating activities, operating income and net income. As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, ~~non-cash impairment charge,~~ non-cash stock-based compensation expense, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions.

Consolidated adjusted EBITDA is a non-GAAP measure. For a reconciliation of consolidated adjusted EBITDA to cash flows from operating activities, its most directly comparable GAAP financial measure, please see page 27.

Cash Flow

Net cash flow provided by operating activities was ~~$293.5~~$47.1 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~,2023, compared to net cash flow provided by operating activities of ~~$38.9~~$62.9 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016~~.2022. We had a net loss of $0.3 million for the six-month period ended June 30, 2023, which included non-cash items such as deferred income taxes of $0.1 million, depreciation and amortization expense of $13.0 million, change in fair value of contingent consideration of $2.9 million, non-cash stock-based compensation of $10.0 million, and loss on debt extinguishment of $1.6 million. We had net income of ~~$163.3~~$10.4 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~,2022, which ~~was partially reduced by~~included non-cash items ~~including~~such as deferred income taxes of $3.2 million, depreciation and amortization expense of ~~$12.5~~$12.7 million, ~~deferred income taxes~~change in fair value of ~~$99.5~~ contingent consideration of $6.1 million, ~~and~~ non-cash stock-based compensation of ~~$3.1~~ ~~million. We had net income of $13.4 million for the nine-month period ended~~ ~~September 30, 2016, which was partially reduced~~ ~~by non-cash items, including depreciation and amortization expense of $11.7 million, deferred income taxes of $8.9~~$5.2 million, and ~~non-cash stock-based compensation~~gain on disposal of ~~$2.6~~property and equipment of $0.6 million. We expect to have positive cash flow from operating activities for the ~~full year 2017.~~2023 year.

Net cash flow used in investing activities was ~~$53.2~~$12.1 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~,2023, compared to net cash flow used in investing activities of ~~$7.2~~$77.3 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016~~.2022. During the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~,2023, we spent ~~$32.6~~$10.2 million on ~~intangibles for the relocation~~purchases of ~~station WJAL-TV, purchased the business of Headway for $7.5~~marketable securities and $14.9 million ~~net of cash acquired, spent $9.6 million on~~in net capital expenditures, issued a loan receivable of $8.1 million, spent ~~$2.2~~$6.9 million on ~~investments~~purchase of businesses, and ~~made a deposits on potential future acquisitions~~received $28.1 million from the sale of ~~$1.2 million.~~marketable securities. During the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016~~,2022, we spent ~~$7.0~~$87.2 million on purchases of marketable securities, spent $3.2 million in net capital ~~expenditures.~~expenditures, received $10.5 million from sale of marketable securities, and received $2.7 million from sale of property and equipment and intangibles. We anticipate that our capital expenditures will be ~~approximately $13.0~~$19.5 million ~~for~~during the full year ~~2017.~~2023. Of this amount, we expect that $3.9 million will be reimbursed in connection with our new office lease. The amount of our anticipated capital expenditures may change based on future changes in business plans and our financial condition and general economic conditions. We expect to fund capital expenditures with cash on hand and net cash flow from operations.

Net cash flow used in financing activities was ~~$14.8~~$46.1 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017,~~2023, compared to net cash flow used in financing activities of ~~$9.3~~$60.8 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2016~~.2022. During the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2017~~,2023, we made debt payments of $213.2 million, dividend payments of ~~$10.2~~$8.8 million, ~~debt repayments~~distributions to noncontrolling interest of ~~principal in the amount~~$3.4 million, payments of ~~$2.8~~contingent consideration of $31.7 million, ~~and spent~~payments of $1.8 million ~~on the repurchase~~ of ~~stock. During the nine-month period ended~~ ~~September 30, 2016, we made dividend payments of $8.4 million,~~ debt ~~repayments of principal in the amount of $2.8 million~~issuance costs, and received $212.4 million proceeds ~~of $1.9~~from borrowings on debt and $0.6 million related to the issuance of common stock upon the exercise of stock options.

~~ITEM 3.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~General~~ During the six-month period ended June 30, 2022, we made payments of contingent consideration of $43.6 million, dividend payments of $4.3, debt payments of $1.5 million, payments for taxes related to shares withheld for share-based compensation plans of $0.3 million, spent $11.3 million for the repurchase of Class A common stock, and received $0.2 million related to the issuance of common stock upon the exercise of stock options.

Credit Risk

We have credit risk in our digital segment insofar as we are required to pay the media companies for which we act as commercial partner for all inventory purchased regardless of whether we are able to collect on a transaction from the local advertiser

or its ad agency. We believe that we manage this credit risk effectively, in part by analyzing the creditworthiness of these customers; however, we can give no assurance that this will continue to be the case in future periods.

Additionally, we are dependent upon one single global media company for the majority of our consolidated revenue, which amounted to 53% and 52% of our consolidated revenue for the three- and six-month periods ended June 30, 2023, respectively, and 52% our consolidated revenue for each of the three- and six-month periods ended June 30, 2022. We expect that this dependence will continue. The loss of all or a substantial part of this revenue would have a significant impact on our liquidity and cash flow.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

Market risk represents the potential loss that may impact our financial position, results of operations or cash flows due to adverse changes in the financial markets. We are exposed to market risk from changes in the base rates on our ~~Term Loan B~~2023 Credit Facility. Under our 2013 Credit Facility, within two years from its commencement, we were required to enter into derivative financial instrument transactions, such as swaps or interest rate caps, for at least half of the principal balance, in order to manage or reduce our exposure to risk from changes in interest rates. We do not enter into derivatives or other financial instrument transactions for speculative purposes. We are also exposed to market risk related to currency fluctuations in our international operations.

Interest Rates

As of ~~September~~June 30, ~~2017~~,2023, we had ~~$290.0~~$210.3 million of variable rate bank debt outstanding under our ~~2013~~2023 Credit Facility. ~~The debt bears~~Our borrowings bear interest on the outstanding principal amount thereof from the date when made at ~~LIBOR~~a rate per annum equal to either: (i) the Term SOFR (as defined in the 2023 Credit Agreement) plus a margin ~~of 2.5%. The LIBOR rate was 1.15%~~between 2.50% and 3.00%, ~~higher than~~depending on the ~~1.0% floor, resulting~~Total Net Leverage Ratio or (ii) the Base Rate (as defined in ~~an effective interest rate of 3.65% for~~ the ~~three-month period ended~~ ~~September 30, 2017~~.2023 Credit Agreement) plus a margin between 1.50% and 2.00%, depending on the Total Net Leverage Ratio. In addition, the ~~event LIBOR is below the floor rate we will still have to pay the floor rate plus the margin. If LIBOR rises above the floor rate, we have to pay the prevailing LIBOR rate plus the margin for the~~unused portion of the ~~debt that~~Revolving Credit Facility is ~~not hedged. See further discussion below.~~subject to a rate per annum between 0.30% and 0.40%, depending on the Total Net Leverage Ratio.

Because our debt is subject to interest at a variable rate, our earnings will be affected in future periods by changes in interest rates. ~~Hypothetically, if LIBOR~~If the SOFR were to increase by a hypothetical 100 basis points, or one percentage point, from its ~~September~~June 30, ~~2017~~2023 level, our annual interest expense ~~under our term loan~~ would increase and cash flow from operations would decrease by ~~approximately $1.1~~$2.1 million based on the outstanding balance of our term loan as of ~~September~~June 30, ~~2017~~.2023.

As required by the terms of our 2013 Credit Agreement, on December 16, 2013, we entered into three forward-starting interest rate swap agreements with an aggregated notional amount of $186.0 million at a fixed rate of 2.73%, resulting in an all-in fixed rate of 5.23%. The interest rate swap agreements took effect on December 31, 2015 with a maturity date on December 31, 2018. Under these interest rate swap agreements, we pay at a fixed rate and receive payments at a variable rate based on three-month LIBOR. The interest rate swap agreements effectively fix the floating LIBOR-based interest of $186.0 million outstanding LIBOR-based debt. The interest rate swap agreements were designated and qualified as a cash flow hedge; therefore, the effective portion of the changes in fair value is recorded in accumulated other comprehensive income. Any ineffective portions of the changes in fair value of the interest rate swap agreements will be immediately recognized directly to interest expense in the consolidated statement of operations. The change in fair value of the interest rate swap agreements for the three-month period ended ~~September 30, 2017, was a gain of $0.5 million, net of tax, and was included in other comprehensive income (loss). The change in fair value of the interest rate swap agreements for the nine-month period ended~~ ~~September 30, 2017, was a gain of $1.3 million, net of tax, and was included in other comprehensive income (loss). We paid $0.7 million of interest related to the interest rate swap agreements~~ ~~for the three-month period ended September 30, 2017.~~ ~~We paid $2.2 million of interest related to the interest rate swap agreements~~ ~~for the nine-month period ended September 30, 2017.As of~~ ~~September 30, 2017~~, we estimate that none of the unrealized gains or losses included in accumulated other comprehensive income or loss related to these interest rate swap agreements will be realized and reported in earnings within the next twelve months.

Foreign Currency

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. ~~Our historical~~Historically, our revenues have primarily been denominated in U.S. dollars, and the majority of our current revenues continue to be, and are expected to remain, denominated in U.S. dollars. However, we have operations in countries other than the United States, primarily related to our digital business, and as a result we expect an increasing portion of our future revenues to be denominated in currencies other than the U.S. dollar, primarily the Mexican peso, Argentine peso, ~~and various~~certain other Latin American currencies and various Asian currencies. The effect of an immediate and ~~arbitrary~~hypothetical 10% adverse change in foreign exchange rates on foreign-denominated accounts receivable at ~~September~~June 30, ~~2017~~2023 would not be material to our ~~overall financial condition or~~ consolidated results of ~~operations.~~operations or overall financial condition. Our operating expenses are ~~generally~~primarily denominated in U.S. dollars. In addition, certain of our operating expenses are denominated in the currencies of the countries in which our operations are located, ~~primarily the United States~~such as Spain, Latin American countries and ~~to a much lesser extent, Mexico, Argentina and~~ other ~~Latin American~~ countries. Increases and decreases in our foreign-denominated revenue from movements in foreign exchange rates are partially offset by the corresponding decreases or increases in our foreign-denominated operating expenses.

Based on inflation data, the economy in Argentina has been classified as highly inflationary. As a result, we applied the guidance in ASC 830 by remeasuring non-monetary assets and liabilities at historical exchange rates and monetary-assets and liabilities using current exchange rates (see Note 2 to Notes to Condensed Consolidated Financial Statements).

We maintain certain cash and cash equivalents in Argentina and South Africa, which countries have foreign exchange controls that could impact our ability to freely repatriate such funds from those countries to the United States.

As our international operations continue to grow, our risks associated with fluctuation in currency rates will become greater and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar can increase the ~~costs~~amount of operating expense of our international ~~operations.~~operations, which are primarily related to our digital business. To date, we have not entered into any foreign currency hedging contracts, since exchange rate fluctuations historically have not had a material impact on our operating results and cash flows.

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

ITEM 4. CONTROLS AND PROCEDURES

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were effective.

Our disclosure controls and procedures are designed to ensure that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well

designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

There have not been any changes in our internal control over financial reporting during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

~~ITEM 1.~~

~~LEGAL PROCEEDINGS~~

ITEM 1. LEGAL PROCEEDINGS

We ~~currently~~are subject to various outstanding claims and ~~from time to time are involved~~other legal proceedings that may arise in ~~litigation incidental to~~ the ~~conduct~~ordinary course of ~~our business, but we are not currently a party to any lawsuit or proceeding which, in~~business. In the opinion of management, ~~is likely to have a material adverse effect on us~~any liability that may arise out of or ~~our business.~~

~~ITEM 1A.~~

~~RISK FACTORS~~

~~Changes in the competitive landscape or technology may impact our ability to monetize our spectrum assets~~

With the proliferation of mobile devices and advances in technology that have freed up excess spectrum capacity, the monetization of our spectrum usage rights has become an integral part of our business in recent years. We rely on the demand to broadcast multicast networks and demand from telecommunications operators to operate interference free in our markets in order to monetize our spectrum. There are no assurances that this demand will continue in future periods. Additionally, technology involving the utilization of spectrum is evolving rapidly. If we were not able, for technological, business or other reasons, to adaptwith respect to these ~~changes in technology on a timely and effective basis,~~matters will not materially adversely affect our ~~ability to monetize our spectrum assets could be affected and have an adverse impact on our~~financial position, results of ~~operations.~~operations or cash flows.

ITEM 1A. RISK FACTORS

~~ITEM 2.~~

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On ~~July 13, 2017,~~March 1, 2022, our Board of Directors approved a share repurchase program of up to ~~$15~~$20 million of our common stock. Under this ~~new~~ share repurchase program, we are authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other ~~factors. On~~factors.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Insider Trading Arrangements

During the quarter ended June 30, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

ITEM 6. EXHIBITS


~~ITEM 3.~~ 3.1(1)		Third Amended and Restated Certificate of Incorporation ~~DEFAULTS UPON SENIOR SECURITIES~~

~~None.~~

~~ITEM 4.~~
3.2(2)		Seventh Amended and Restated Bylaws ~~MINE SAFETY DISCLOSURES~~

~~Not applicable.~~

~~ITEM 5.~~
10.1(3)†		Employment Agreement, dated June 19, 2023, by and between the registrant and Michael Christenson ~~OTHER INFORMATION~~

~~None.~~

~~ITEM 6.~~
10.2(3)†		Entravision Communications Corporation 2023 Inducement Plan~~EXHIBITS~~

31.1*
10.3(3)†		Entravision Communications Corporation 2023 Inducement Plan, Restricted Stock Unit Award

10.4(3)†		Entravision Communications Corporation 2023 Inducement Plan, Performance Unit Award

10.5(3)†		Participation Agreement, effective June 19, 2023, by and between the Company and Michael Christenson

10.6(4)†		Executive Compensation Letter Agreement effective as of July 1, 2023 by and between the Company and Christopher Young

10.6(5)†		Executive Compensation Letter Agreement effective as of May 12, 2023 by and between the Company and Christopher Young

10.7(5)†		Participation Agreement effective as of May 12, 2023 by and between the Company and Christopher Young

10.8(5)†		Executive Compensation Letter Agreement effective as of May 12, 2023 by and between the Company and Jeffery Liberman

10.9(5)†		Participation Agreement effective as of May 14, 2023 by and between the Company and Jeffery Liberman

10.10(5)†		Executive Compensation Letter Agreement effective as of May 12, 2023 by and between the Company and Karl Meyer

10.11(5)†		Participation Agreement effective as of May 14, 2023 by and between the Company and Karl Meyer

10.12(5)†		Executive Cash Incentive Bonus Plan

10.13(5)†		Entravision Communications Corporation Executive Severance and Change in Control Plan

10.14*†		Non-Employee Director Compensation Policy

10.15*†		Consulting Agreement effective as of June 8, 2023 by and between the registrant and Patricia Diaz Dennis

10.16(6)		Cooperation Agreement, dated as of May 4, 2023, by and among Entravision Communications Corporation, Alexandra Seros, Estate of Walter F. Ulloa, Alexandra Seros, as Trustee of the Seros Ulloa Family Trust of 1996 and Thomas Strickler, as Trustee of The Walter F. Ulloa Irrevocable Trust of 1996

10.17*		Amendment and Restatement Agreement, dated as of March 30, 2023, by and among Entravision Communications Corporation, as the Borrower, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders

10.18(7)		Share Purchase Agreement, effective as of April 3, 2023, by and among Entravision Communications Corporation and the selling stockholders parties thereto

10.19(7)		Options Agreement, effective as of April 3, 2023, between Entravision Communications Corporation and the selling stockholders thereof

31.1*		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

31.2*		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

32*		Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.


101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase.

104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

*	~~Filed herewith.~~

~~SIGNATURE~~

* Filed herewith.

† Management contract or compensatory plan, contract or arrangement.

(1) Incorporated by reference from our Registration Statement on Form S-8, No. 333-273077, filed with the SEC on June 30, 2023.

(2) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on April 26, 2023.

(3) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 20, 2023.

(4) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 30, 2023.

(5) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on May 17, 2023.

(6) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on May 5, 2023.

(7) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on April 7, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ENTRAVISION COMMUNICATIONS CORPORATION

~~By:~~	By:	/s/ Christopher T. Young
		Christopher T. Young ~~Executive Vice President, Treasurer~~ ~~and~~ Chief Financial Officer and Treasurer

Date: ~~November 9, 2017~~August 4, 2023

4252


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common stock	EVC	The New York Stock Exchange


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
~~Non-accelerated filer~~	☐


	September 30,			December 31,			June 30,			December 31,
	2017			2016			2023			2022
ASSETS
Current assets
Cash and cash equivalents	$	55,980		$	61,520		$	99,580		$	110,691
Marketable securities								26,881			44,528
Restricted cash		231,096			-			761			753
Trade receivables, net of allowance for doubtful accounts of $3,474 and $2,550 (including related parties of $3,973 and $7,357)		72,651			65,072
Prepaid expenses and other current assets (including related parties of $274 and $274)		6,583			4,870
Trade receivables, (including related parties of $10,693 and $5,814) net of allowance for doubtful accounts of $8,038 and $6,572								210,008			224,713
Assets held for sale								301			-
Prepaid expenses and other current assets (including related parties of $274 and $274)								36,655			27,238
Total current assets		366,310			131,462			374,186			407,923
Property and equipment, net of accumulated depreciation of $178,237 and $204,343		56,606			55,368
Intangible assets subject to amortization, net of accumulated amortization of $86,300 and $81,770 (including related parties of $9,857 and $11,598)		25,691			13,120
Property and equipment, net of accumulated depreciation of $195,759 and $194,448								68,654			61,362
Intangible assets subject to amortization, net of accumulated amortization of $81,875 and $75,992 (including related parties of $3,249 and $3,714)								60,089			61,811
Intangible assets not subject to amortization		241,298			220,701			207,453			207,453
Goodwill		69,042			50,081			90,706			86,991
Deferred income taxes		-			44,677			2,591			2,591
Operating leases right of use asset								45,204			44,413
Other assets		5,474			2,512			16,273			8,297
Total assets	$	764,421		$	517,921		$	865,156		$	880,841

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt	$	3,750		$	3,750		$	6,799		$	5,256
Accounts payable and accrued expenses (including related parties of $3,780 and $3,886)		49,117			30,810
Accounts payable and accrued expenses (including related parties of $1,134 and $1,215)								236,276			237,415
Operating lease liabilities								6,397			5,570
Total current liabilities		52,867			34,560			249,472			248,241
Long-term debt, less current maturities, net of unamortized debt issuance costs of $2,252 and $2,365		283,998			286,697
Long-term debt, less current maturities, net of unamortized debt issuance costs of $1,243 and $1,221								204,574			207,292
Long-term operating lease liabilities								46,863			42,151
Other long-term liabilities		26,083			13,208			14,538			30,198
Deferred income taxes		59,720			-			68,502			67,590
Total liabilities		422,668			334,465			583,949			595,472

Commitments and contingencies (note 4)

Commitments and contingencies (note 6)
Redeemable noncontrolling interest								47,288			-
Stockholders' equity
Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2017 66,145,871; 2016 65,886,256		7			7
Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2017 and 2016 14,927,613		2			2
Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2017 and 2016 9,352,729		1			1
Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding at June 30, 2023 78,617,017 and December 31, 2022 78,172,827								8			8
Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding at June 30, 2023 and December 31, 2022 0								-			-
Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding at June 30, 2023 and December 31, 2022 9,352,729								1			1
Additional paid-in capital		896,070			904,867			739,571			776,298
Accumulated deficit		(552,702	)		(718,444	)		(504,323	)		(504,375	)
Accumulated other comprehensive income (loss)		(1,625	)		(2,977	)		(1,338	)		(1,510	)
Total stockholders' equity		341,753			183,456			233,919			270,422
Total liabilities and stockholders' equity	$	764,421		$	517,921
Noncontrolling interest								-			14,947
Total equity								233,919			285,369
Total liabilities and equity							$	865,156		$	880,841


	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2023			2022			2023			2022
Net income (loss)	$	(2,001	)	$	8,467		$	(302	)	$	10,354
Other comprehensive income (loss), net of tax:
Change in foreign currency translation		(71	)		(43	)		(55	)		(43	)
Change in fair value of marketable securities		101			(1,250	)		227			(1,533	)
Total other comprehensive income (loss)		30			(1,293	)		172			(1,576	)
Comprehensive income (loss)		(1,971	)		7,174			(130	)		8,778
Comprehensive (income) loss attributable to redeemable noncontrolling interests		12			-			12			-
Comprehensive (income) loss attributable to noncontrolling interests		-			-			342			-
Comprehensive income (loss) attributable to common stockholders	$	(1,959	)	$	7,174		$	224		$	8,778


	Number of Common Shares										Common Stock												Accumulated
								Treasury			Class		Class		Class		Additional Paid-in			Accumulated			Other Comprehensive			Noncontrolling
	Class A			Class B		Class U		Stock			A		B		U		Capital			Deficit			Income (Loss)			Interest		Total
Balance, December 31, 2021		63,116,896			14,127,613		9,352,729		-		$	6	$	2	$	1	$	780,388		$	(522,494	)	$	(977	)	$	-	$	256,926
Issuance of common stock upon exercise of stock options or awards of restricted stock units		66,000			-		-		-			-		-		-		218			-			-			-		218
Tax payments related to shares withheld for share-based compensation plans		14,955			-		-		-			-		-		-		(257	)		-			-			-		(257	)
Stock-based compensation expense		-			-		-		-			-		-		-		2,573			-			-			-		2,573
Repurchase of Class A common stock		(1,114,470	)		-		-		1,114,470			-		-		-		(7,142	)		-			-			-		(7,142	)
Retirement of treasury stock		-			-		-		(1,114,470	)		-		-		-		-			-			-			-		-
Dividends paid		-			-		-		-			-		-		-		(2,167	)		-			-			-		(2,167	)
Change in fair value of marketable securities		-			-		-		-			-		-		-		-			-			(283	)		-		(283	)
Net income (loss) attributable to common stockholders		-			-		-		-			-		-		-		-			1,887			-			-		1,887
Balance, March 31, 2022		62,083,381			14,127,613		9,352,729		-		$	6	$	2	$	1	$	773,613		$	(520,607	)	$	(1,260	)	$	-	$	251,755
Tax payments related to shares withheld for share-based compensation plans		20,681			-		-		-			-		-		-		(10	)		-			-			-		(10	)
Stock-based compensation expense		-			-		-		-			-		-		-		2,636			-			-			-		2,636
Repurchase of Class A common stock		(638,531	)		-		-		638,531			-		-		-		(4,138	)		-			-			-		(4,138	)
Retirement of treasury stock		-			-		-		(638,531	)		-		-		-		-			-			-			-		-
Dividends paid		-			-		-		-			-		-		-		(2,124	)		-			-			-		(2,124	)
Change in fair value of marketable securities		-			-		-		-			-		-		-		-			-			(1,250	)		-		(1,250	)
Foreign currency translation gain (loss)		-			-		-		-			-		-		-		-			-			(43	)		-		(43	)
Net income (loss) attributable to common stockholders		-			-		-		-			-		-		-		-			8,467			-			-		8,467
Balance, June 30, 2022		61,465,531			14,127,613		9,352,729		-		$	6	$	2	$	1	$	769,977		$	(512,140	)	$	(2,553	)	$	-	$	255,293


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page Number
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	34
	CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF ~~SEPTEMBER~~JUNE 30, ~~2017~~2023 AND DECEMBER 31, ~~2016~~2022	34
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE- AND ~~NINE-MONTH~~SIX-MONTH PERIODS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2023 AND ~~SEPTEMBER~~JUNE 30, ~~2016~~2022	45
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THETHREE- AND ~~NINE-MONTH~~SIX-MONTH PERIODS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2023 AND ~~SEPTEMBER~~JUNE 30, ~~2016~~2022	56
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) FOR THETHREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND JUNE 30, 2022	7
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE ~~NINE-MONTH~~SIX-MONTH PERIODS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2023 AND ~~SEPTEMBER~~JUNE 30, ~~2016~~2022	69
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	710
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2233
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3847
ITEM 4.	CONTROLS AND PROCEDURES	3947
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	4049
ITEM 1A.	RISK FACTORS	4049
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4049
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	4049
ITEM 4.	MINE SAFETY DISCLOSURES	4049
ITEM 5.	OTHER INFORMATION	4049
ITEM 6.	EXHIBITS	4150

	Nine-month Period
	Ended September 30, 2017
	Number Granted		Weighted-Average Fair Value
Restricted stock units		61	$	5.75

First Lien Net Leverage Ratio	LIBOR Margin			Base Rate Margin
≥ 4.50 to 1.00		2.50	%		1.50	%
< 4.50 to 1.00		2.25	%		1.25	%

	September 30, 2017
	Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
			Level 1		Level 2		Level 3
Liabilities:
Interest rate swap	$	2.7	$	-	$	2.7	$	-

	December 31, 2016
	Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
			Level 1		Level 2		Level 3
Liabilities:
Interest rate swap	$	4.8	$	-	$	4.8	$	-

	2017			2016
Accumulated other comprehensive loss as of January 1,	$	(3.0	)	$	(4.1	)
Foreign currency translation (gain) loss	$	0.1		$	-
Change in fair value of interest rate swap agreements	$	2.1		$	0.1
Income tax (expense) benefit	$	(0.8	)	$	-
Other comprehensive income (loss), net of tax	$	1.4		$	0.1
Accumulated other comprehensive loss as of September 30,	$	(1.6	)	$	(4.0	)


(in thousands)	December 31, 2022		Increase	Decrease *	June 30, 2023
Deferred revenue	$	7,175	7,080	(7,175)	$	7,080

Accounts receivable	$	20.1
Intangible assets subject to amortization		17.1
Goodwill		18.9
Current liabilities		(24.0)
Deferred Tax		(6.6)


	December 31,		Purchase Price		Additions From		June 30,
(in thousands)	2022		Adjustments		Acquisitions		2023
Digital	$	46,442	$	235	$	3,480	$	50,157
Television		40,549		-		-		40,549
Consolidated	$	86,991	$	235	$	3,480	$	90,706


	Three-Month Period				Six-Month Period
	Ended June 30,				Ended June 30,
	2023		2022		2023		2022
Local direct	$	5,480	$	6,009	$	10,788	$	11,430
Local agency		13,687		13,017		26,559		25,570
National agency		11,816		16,321		23,263		29,804
Total revenue	$	30,983	$	35,347	$	60,610	$	66,804