RELATED PARTY TRANSACTIONS |
6 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS Estrella Put Right and Equity Clawback In connection with the Company’s acquisition of Estrella, the Company entered into agreements with HPS, that contain equity clawback provisions. Under these provisions, the Company may require the return or forfeiture of equity interests under specified circumstances. The potential exercise of these clawback provisions could result in the reduction or cancellation of equity interests held by such related party investors and the repayment or forfeiture of related debt obligations. The magnitude and timing of any such clawback would depend on the occurrence and amount of qualifying losses or obligations as defined in the applicable agreements and could be material to the Company’s consolidated financial statements. For the three and six months ended June 30, 2026 as a result of the increase in the uncertain tax position and corresponding interest and penalties, the Company increased equity by an additional $0.4 million and reduced equity by $0.7 million, respectively, pursuant to the equity clawback feature. At June 30, 2026 and December 31, 2025, $8.6 million and $7.9 million, respectively, of equity interests were subject to clawback, while no debt instruments have been subject to clawback. Second Lien Term Loan The Company entered into a $30.0 million Second Lien Credit Agreement with HPS, as administrative and collateral agent, and certain financial institutions affiliated with HPS. HPS is a significant shareholder of the Company and, as such, the Second Lien Credit Agreement constitutes a related-party transaction. The 2L Term Loan bears interest at a rate of SOFR + 6.00%, which may be paid-in-kind (“PIK”) at the Company’s election. During 2024, the Company elected to PIK the 6.00% spread monthly. Interest expense recognized on the 2L Term Loan, including both cash and PIK interest, totaled approximately $0.8 million for both the three months ended June 30, 2026 and 2025 and $1.6 million for both the six months ended June 30, 2026 and 2025. The outstanding balance owed to HPS as of June 30, 2026, was $31.8 million, inclusive of PIK interest accreted to principal. Additional details regarding the Second Lien Credit Agreement are provided in Note 8 — Long-Term Debt, Warrants, and Series B Preferred Stock Consulting Agreements & Other Activity On October 29, 2024, the Company and Standard Media Group LLC (“SMG”) a wholly owned subsidiary of Standard General, entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing Agreement”). Under the Leasing Agreement, the Company will obtain the services of several SMG employees to serve various roles for the Company, including with respect to the legal, digital products, broadcast IT, and news operations function. The Leasing Agreement is an at-cost arrangement, with the Company paying only for a percentage of the actual cost of employing each leased employee, with no markup or service fees above the Company’s share of the actual fully-loaded cost of each leased employee. For the three and six months ended June 30, 2026, fees of $0.2 million and $0.3 million, respectively, were incurred related to this agreement and for the three and six months ended June 30, 2025, $0.2 million and $0.3 million of fees were incurred related to this agreement. As of June 30, 2026 and December 31, 2025, the outstanding unpaid balances were $0.1 million and $0.7 million, respectively. On April 17, 2025, the Company and Paducah Television Operations LLC (“PTO”), a subsidiary of SMG, entered into a Support Agreement, effective as of April 17, 2025 (the “PTO Support Agreement”) and continues for a term of six months unless terminated earlier by either party with 30 days written notice. On November 5, 2025, an amendment was entered into to extend the term of this agreement for an additional 12 months. Under the PTO Support Agreement, the Company will provide operational support to PTO, including, but not limited to, finance and legal assistance, human resources, sales, and production of certain marketing materials. In return for providing these services, the Company will receive payment at the mutually agreed upon rate. For the three and six months ended June 30, 2026, $1.8 million and $4.2 million of fees were earned related to this agreement and $0.6 million for both the three and six months ended June 30, 2025 of fees were earned related to this agreement. These fees are recorded in other income on the condensed consolidated statements of operations. $0.1 million and $0.8 million of fees were still owed to the Company as of June 30, 2026 and December 31, 2025.
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