Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 04, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 0-25969 | ||
Entity Registrant Name | URBAN ONE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 52-1166660 | ||
Entity Address, Address Line One | 1010 Wayne Avenue | ||
Entity Address, Address Line Two | 14th Floor | ||
Entity Address, City or Town | Silver Spring | ||
Entity Address, State or Province | MD | ||
City Area Code | (301) | ||
Local Phone Number | 429-3200 | ||
Entity Address, Postal Zip Code | 20910 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 152 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Auditor Name | BDO USA, LLP | ||
Auditor Firm ID | 243 | ||
Auditor Location | Potomac, Maryland | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001041657 | ||
Current Fiscal Year End Date | --12-31 | ||
Title of 12(b) Security | None | ||
Trading Symbol | UONE | ||
ICFR Auditor Attestation Flag | true | ||
Common Stock Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,104,916 | ||
Title of 12(g) Security | Class A Common Stock, $0.001 Par Value | ||
Trading Symbol | UONE | ||
Security Exchange Name | NASDAQ | ||
Common Stock Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,861,843 | ||
Common Stock Class C | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,045,016 | ||
Common Stock Class D | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 37,328,975 | ||
Title of 12(g) Security | Class D Common Stock, $0.001 Par Value | ||
Trading Symbol | UONEK | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 132,245 | $ 73,385 |
Restricted cash | 19,973 | 473 |
Trade accounts receivable, net of allowance for doubtful accounts of $8,743 and $7,956, respectively | 127,446 | 106,296 |
Prepaid expenses | 2,967 | 10,154 |
Current portion of content assets | 25,883 | 28,434 |
Other current assets | 4,760 | 4,224 |
Total current assets | 313,274 | 222,966 |
CONTENT ASSETS, net | 60,155 | 63,175 |
PROPERTY AND EQUIPMENT, net | 26,291 | 19,192 |
GOODWILL | 223,402 | 223,402 |
RIGHT OF USE ASSETS | 38,044 | 40,918 |
RADIO BROADCASTING LICENSES | 505,148 | 484,066 |
OTHER INTANGIBLE ASSETS, net | 50,159 | 56,053 |
DEFERRED TAX ASSETS, net | 0 | 10,041 |
ASSETS HELD FOR SALE | 0 | 32,661 |
OTHER ASSETS | 44,635 | 43,013 |
Total assets | 1,261,108 | 1,195,487 |
CURRENT LIABILITIES: | ||
Accounts payable | 14,588 | 11,135 |
Accrued interest | 25,458 | 8,017 |
Accrued compensation and related benefits | 10,960 | 12,302 |
Current portion of content payables | 18,972 | 16,248 |
Current portion of lease liabilities | 10,072 | 8,928 |
Other current liabilities | 26,421 | 26,917 |
Current portion of long-term debt | 0 | 23,362 |
Total current liabilities | 106,471 | 106,909 |
LONG-TERM DEBT, net of current portion, original issue discount and issuance costs | 818,616 | 818,924 |
CONTENT PAYABLES, net of current portion | 2,865 | 9,479 |
LONG-TERM LEASE LIABILITIES | 31,228 | 36,577 |
OTHER LONG-TERM LIABILITIES | 28,320 | 23,999 |
DEFERRED TAX LIABILITIES, net | 2,473 | 0 |
Total liabilities | 989,973 | 995,888 |
REDEEMABLE NONCONTROLLING INTERESTS | 17,015 | 12,701 |
STOCKHOLDERS' EQUITY: | ||
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at December 31, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 1,020,636 | 991,769 |
Accumulated deficit | (766,567) | (804,919) |
Total stockholders' equity | 254,120 | 186,898 |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | 1,261,108 | 1,195,487 |
Common Stock Class A | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 9 | 4 |
Common Stock Class B | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 3 | 3 |
Common Stock Class C | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 2 | 3 |
Common Stock Class D | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | $ 37 | $ 38 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts receivable (in dollars) | $ 8,743 | $ 7,956 |
Convertible Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible Preferred stock, shares outstanding | 0 | 0 |
Common Stock Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 9,104,916 | 4,441,635 |
Common stock, shares outstanding | 9,104,916 | 4,441,635 |
Common Stock Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,861,843 | 2,861,843 |
Common stock, shares outstanding | 2,861,843 | 2,861,843 |
Common Stock Class C | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,045,016 | |
Common stock, shares outstanding | 2,045,016 | 2,928,906 |
Common Stock Class D | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 37,324,737 | 37,515,801 |
Common stock, shares outstanding | 37,324,737 | 37,515,801 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
NET REVENUE | $ 441,462 | $ 376,337 |
OPERATING EXPENSES: | ||
Programming and technical including stock-based compensation of $20 and $20, respectively | 119,092 | 103,833 |
Selling, general and administrative, including stock-based compensation of $31 and $413, respectively | 143,187 | 109,046 |
Corporate selling, general and administrative, including stock-based compensation of $514 and $1,861, respectively | 51,351 | 37,721 |
Depreciation and amortization | 9,289 | 9,741 |
Impairment of long-lived assets | 0 | 84,400 |
Total operating expenses | 322,919 | 344,741 |
Operating income | 118,543 | 31,596 |
INTEREST INCOME | 218 | 213 |
INTEREST EXPENSE | 65,702 | 74,507 |
LOSS ON RETIREMENT OF DEBT | 6,949 | 2,894 |
OTHER INCOME, net | (8,134) | (4,547) |
Income (loss) before provision for (benefit from) income taxes and noncontrolling interests in income of subsidiaries | 54,244 | (41,045) |
PROVISION FOR (BENEFIT FROM) INCOME TAXES | 13,577 | (34,476) |
CONSOLIDATED NET INCOME (LOSS) | 40,667 | (6,569) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 2,315 | 1,544 |
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 38,352 | $ (8,113) |
BASIC NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Net income (loss) attributable to common stockholders | $ 0.76 | $ (0.18) |
DILUTED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Net income (loss) attributable to common stockholders | $ 0.71 | $ (0.18) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic | 50,163,600 | 45,041,467 |
Diluted | 54,136,641 | 45,041,467 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Programming And Technical | ||
Allocated Share-based Compensation Expense | $ 20 | $ 20 |
Selling, General and Administrative Expenses | ||
Allocated Share-based Compensation Expense | 31 | 413 |
Corporate Selling, General and Administrative | ||
Allocated Share-based Compensation Expense | $ 514 | $ 1,861 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
COMPREHENSIVE INCOME (LOSS) | $ 40,667 | $ (6,569) |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 2,315 | 1,544 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 38,352 | $ (8,113) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] Convertible Preferred Stock [Member] | Common Stock [Member] Common Stock Class A | Common Stock [Member] Common Stock Class B | Common Stock [Member] Common Stock Class C | Common Stock [Member] Common Stock Class D | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCE at Dec. 31, 2019 | $ 0 | $ 2 | $ 3 | $ 3 | $ 39 | $ 979,834 | $ (796,806) | $ 183,075 |
Consolidated net loss | 0 | 0 | 0 | 0 | 0 | 0 | (8,113) | (8,113) |
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 2,294 | 0 | 2,294 |
Repurchase of shares of common stock | 0 | 0 | 0 | 0 | (3) | (3,609) | 0 | (3,612) |
Issuance of shares of Class A common stock | 0 | 2 | 0 | 0 | 0 | 14,671 | 0 | 14,673 |
Exercise of options for common stock | 0 | 0 | 0 | 0 | 2 | 1,974 | 0 | 1,976 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | 0 | 0 | 0 | 0 | 0 | (3,395) | 0 | (3,395) |
BALANCE at Dec. 31, 2020 | 0 | 4 | 3 | 3 | 38 | 991,769 | (804,919) | 186,898 |
Consolidated net loss | 0 | 0 | 0 | 0 | 0 | 0 | 38,352 | 38,352 |
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 565 | 0 | 565 |
Repurchase of shares of common stock | 0 | 0 | 0 | 0 | (1) | (969) | 0 | (970) |
Issuance of shares of Class A common stock | 0 | 4 | 0 | 0 | 0 | 33,273 | 0 | 33,277 |
Exercise of options for common stock | 0 | 0 | 0 | 0 | 0 | 397 | 0 | 397 |
Conversion of common stock | 0 | 1 | 0 | (1) | 0 | 0 | 0 | 0 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | 0 | 0 | 0 | 0 | 0 | (4,399) | 0 | (4,399) |
BALANCE at Dec. 31, 2021 | $ 0 | $ 9 | $ 3 | $ 2 | $ 37 | $ 1,020,636 | $ (766,567) | $ 254,120 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares exercised | 229,756 | 1,032,922 |
Common Stock Class A | ||
Shares issued | 3,779,391 | 2,859,276 |
Shares converted | 883,890 | |
Common Stock Class C | ||
Shares converted | 883,890 | |
Common Stock Class D | ||
Shares repurchased | 521,877 | 3,919,280 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net income (loss) | $ 40,667,000 | $ (6,569,000) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation and amortization | 9,289,000 | 9,741,000 |
Amortization of debt financing costs | 2,267,000 | 4,465,000 |
Amortization of content assets | 47,126,000 | 37,394,000 |
Amortization of launch assets | 1,600,000 | 1,079,000 |
Bad debt expense | 1,584,000 | 1,394,000 |
Deferred income taxes | 12,514,000 | (34,601,000) |
Amortization of right of use assets | 7,793,000 | 7,940,000 |
Non-cash lease liability expense | 4,684,000 | 5,492,000 |
Non-cash interest expense | 158,000 | 2,191,000 |
Impairment of long-lived assets | 0 | 84,400,000 |
Stock-based compensation | 565,000 | 2,294,000 |
Non-cash fair value adjustment of Employment Agreement Award | 6,163,000 | 2,271,000 |
Loss on retirement of debt | 6,949,000 | 0 |
Gain on assets exchange agreement | 404,000 | 0 |
Effect of change in operating assets and liabilities, net of assets acquired: | ||
Trade accounts receivable | (22,734,000) | (1,542,000) |
Prepaid expenses and other current assets | 6,651,000 | (255,000) |
Other assets | (13,745,000) | (9,846,000) |
Accounts payable | 3,453,000 | 5,216,000 |
Accrued interest | 17,441,000 | (1,077,000) |
Accrued compensation and related benefits | (1,342,000) | 1,399,000 |
Other liabilities | (5,892,000) | (5,378,000) |
Payments for content assets | (45,445,000) | (32,141,000) |
Net cash flows provided by operating activities | 80,150,000 | 73,867,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (6,286,000) | (3,798,000) |
Proceeds from Sale of Property, Plant, and Equipment | 0 | 860,000 |
Proceeds from sale of broadcasting assets | 8,000,000 | 0 |
Acquisition of broadcasting assets | 0 | (475,000) |
Net cash flows provided by (used in) investing activities | 1,714,000 | (3,413,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of Class A common stock, net of fees | 33,277,000 | 14,673,000 |
Proceeds of MGM National Harbor Loan | 0 | 3,600,000 |
Proceeds from 2028 Notes | 825,000,000 | 0 |
Proceeds from PPP Loan | 7,505,000 | 0 |
Debt refinancing costs | (11,157,000) | (3,470,000) |
Repayment of MGM National Harbor Loan | (57,889,000) | 0 |
Repayment of 7.375% Notes | (2,984,000) | 0 |
Repayment of 8.75% Notes | (347,016,000) | 0 |
Proceeds from exercise of stock options | 397,000 | 1,976,000 |
Payment of dividends to noncontrolling interest members of Reach Media | (2,400,000) | (2,802,000) |
Repurchase of common stock | (970,000) | (3,612,000) |
Net cash flows used in financing activities | (3,504,000) | (30,142,000) |
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 78,360,000 | 40,312,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 73,858,000 | 33,546,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 152,218,000 | 73,858,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for: Interest | 45,836,000 | 68,927,000 |
Cash paid for: Income taxes, net of refunds | 1,142,000 | 115,000 |
NON-CASH OPERATING, FINANCING AND INVESTING ACTIVITIES: | ||
Assets acquired under Audacy asset exchange | 28,193,000 | 0 |
Liabilities recognized under Audacy asset exchange | 2,669,000 | 0 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | 4,399,000 | 3,395,000 |
Right of use asset additions upon adoption of ASC 842 | 6,392,000 | 6,660,000 |
2018 Credit Facility. | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of credit facility | (129,935,000) | (37,210,000) |
2017 Credit Facility. | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of credit facility | $ (317,332,000) | $ (3,297,000) |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) Organization Urban One, Inc., a Delaware corporation, and its subsidiaries, (collectively, “Urban One,” the “Company”, “we”, “our” and/or “us”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of December 31, 2021, we owned and/or operated 64 independently formatted, revenue producing broadcast stations (including 54 FM or AM stations, 8 HD stations, and the 2 low power television stations we operate) located in 13 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content platform targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up! Mornings with Erica Campbell Show, Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to communicate with African-American and urban audiences. On January 19, 2019, the Company launched CLEO TV, a lifestyle and entertainment network targeting Millennial and Gen X women of color. CLEO TV offers quality content that defies negative and cultural stereotypes of today's modern women. The results of CLEO TV's operations are reflected in the Company's cable television segment. Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate other brands, such as TV One, CLEO TV, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 15 – Segment Information.) (b) Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make certain estimates and assumptions. These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements. The Company bases these estimates on historical experience, current economic environment or various other assumptions that are believed to be reasonable under the circumstances. However, continuing economic uncertainty and any disruption in financial markets increase the possibility that actual results may differ from these estimates. (c) Principles of Consolidation The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity. (d) Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and money market funds at various commercial banks that have original maturities of 90 days or less. Investments with contractual maturities of 90 days or less from the date of original purchase are classified as cash and cash equivalents. For cash and cash equivalents, cost approximates fair value. The Company’s cash and cash equivalents are insured by the Federal Deposit Insurance Corporation up to $250,000 per account. The Company has amounts held with banks that may exceed the amount of insurance provided on such accounts. Generally, the balances may be redeemed upon demand and are maintained with financial institutions of reputable credit, and therefore, bear minimal credit risk. On July 29, 2021, RVA Entertainment Holdings, LLC (“RVAEH”), a wholly owned unrestricted subsidiary of the Company, entered into a Host Community Agreement (the “Original HCA”) with the City of Richmond (the “City”) for the development of the ONE Casino + Resort (the “Project”). The Original HCA imposed certain obligations on RVAEH in connection with the development of the Project, including a $26 million upfront payment (the “Upfront Payment”) due upon successful passage of a citywide referendum permitting development of the Project (the “Referendum”). In connection with the Original HCA, RVAEH and its development partner Pacific Peninsula Entertainment funded the Upfront Payment into escrow to be released to the City upon successful passage of the Referendum or back to RVAEH in the event the Referendum failed. On November 2, 2021, the Referendum was conducted, and the resort project was narrowly defeated. However, on January 24, 2022, the Richmond City Council adopted a new resolution in continued efforts to bring the Project to the City. The new resolution was the first step in pursuit of a second referendum. The City and RVAEH then entered into a new Host Community Agreement (the “New HCA”) which also included an Upfront Payment to be held in escrow and payable upon successful passage of a citywide referendum permitting development of the Project. Upon obtaining precertification for RVAEH, by the Virginia Lottery Board, the City will then pursue an order from the Circuit Court for the City ordering a second referendum. If the City is successful in obtaining the precertification and the Court orders a second referendum, it is currently anticipated the second referendum would occur in November 2022. If the voters approve the referendum then the Commonwealth may issue one license permitting operation of a casino in Richmond. As a result of the efforts to obtain a second referendum, including execution of the New HCA, the Upfront Payment remains in escrow. Therefore, the Company’s portion of the Upfront Payment, approximately $19.5 million is classified as restricted cash on the balance sheet as of December 31, 2021. (e) Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s estimate of the amount of probable losses in the Company’s existing accounts receivable portfolio. The Company determines the allowance based on the aging of the receivables, the impact of economic conditions on the advertisers’ ability to pay and other factors. Inactive delinquent accounts that are past due beyond a certain amount of days are written off and often pursued by other collection efforts. Bankruptcy accounts are immediately written off upon receipt of the bankruptcy notice from the courts. (f) Goodwill and Indefinite-Lived Intangible Assets (Primarily Radio Broadcasting Licenses) In connection with past acquisitions, a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. In accordance with Accounting Standards Codification (“ASC”) 350, “ Intangibles - Goodwill and Other,” annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Radio broadcasting license impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. With the assistance of a third-party valuation firm, we test for radio broadcasting license impairment at the unit of accounting level using the income approach, which involves, but is not limited to, judgmental estimates and assumptions about projected revenue growth, future operating margins, discount rates and terminal values. In testing for goodwill impairment, we also rely primarily on the income approach that estimates the fair value of the reporting unit. We then perform a market-based analysis by comparing the average implied multiple arrived at based on our cash flow projections and estimated fair values to multiples for actual recently completed sale transactions and by comparing the total of the estimated fair values of our reporting units to the market capitalization of the Company. We recognize an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. The impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit. (g) Impairment of Long-Lived Assets and Intangible Assets, Excluding Goodwill and Indefinite-Lived Intangible Assets The Company accounts for the impairment of long-lived assets and intangible assets, excluding goodwill and other indefinite-lived intangible assets, in accordance with ASC 360, “Property, Plant and Equipment (h) Financial Instruments Financial instruments as of December 31, 2021 and December 31, 2020, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of December 31, 2021 and December 31, 2020, except for the Company’s long-term debt. On June 1, 2021, the Company borrowed approximately $7.5 million on a new PPP loan (as defined in Note 9 – Long-Term Debt ). The PPP Loan had a carrying value of approximately $7.5 million and fair value of approximately $7.5 million as of December 31, 2021. The fair value of the PPP Loan, classified as a Level 2 instrument, was determined based on the fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. On January 25, 2021, the Company borrowed $825 million in aggregate principal amount of senior secured notes due February 2028 (the “2028 Notes”). The 7.375% 2028 Notes had a carrying value of approximately $825.0 million and fair value of approximately $851.8 million as of December 31, 2021. The fair values of the 2028 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. The Company used the net proceeds from the 2028 Notes, together with cash on hand, to repay or redeem: (1) the 2017 Credit Facility; (2) the 2018 Credit Facility; (3) the MGM National Harbor Loan; (4) the remaining amounts of our 7.375% Notes; and (5) our 8.75% Notes that were issued in the November 2020 Exchange Offer (all as defined below). Upon settlement of the 2028 Notes Offering, the 2017 Credit Facility, the 2018 Credit Facility and the MGM National Harbor Loan were terminated and the indentures governing the 7.375% Notes and the 8.75% Notes were satisfied and discharged. The 7.375% Senior Secured Notes that are due in April 2022 (the “ 7.375% Notes”) had a carrying value of approximately $3.0 million and fair value of approximately $2.8 million as of December 31, 2020. The fair values of the 7.375% Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on a $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $317.3 million and fair value of approximately $293.5 million as of December 31, 2020. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company closed on a $192.0 million unsecured credit facility (the “2018 Credit Facility”) which had a carrying value of approximately $129.9 million and fair value of approximately $132.5 million as of December 31, 2020. The fair value of the 2018 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company also closed on a $50.0 million secured credit loan (the “MGM National Harbor Loan”) which had a carrying value of approximately $57.9 million and fair value of approximately $64.8 million as of December 31, 2020. The fair value of the 2018 MGM National Harbor Loan, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On November 9, 2020, we completed an exchange (the “November 2020 Exchange Offer”) of 99.15% of our outstanding 7.375% Notes for $347.0 million aggregate principal amount of newly issued 8.75% Senior Secured Notes due December 2022 (the “ 8.75% Notes”). As of December 31, 2020, the 8.75% Notes had a carrying value of approximately $347.0 million and fair value of approximately $338.0 million. There was no balance outstanding on the Company’s asset-backed credit facility as of December 31, 2021 and December 31, 2020. (i) Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers, Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $16.7 million and $17.5 million for the years ended December 31, 2021 and 2020, respectively. Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered or when “click through” purchases are made, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise. In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue. Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $16.9 million and $14.6 million for the years ended December 31, 2021 and 2020, respectively. Revenue by Contract Type The following chart shows our net revenue (and sources) for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Net Revenue: Radio Advertising $ 165,244 $ 137,849 Political Advertising 3,494 22,484 Digital Advertising 59,812 34,131 Cable Television Advertising 95,589 79,732 Cable Television Affiliate Fees 102,380 99,489 Event Revenues & Other 14,943 2,652 Net Revenue (as reported) $ 441,462 $ 376,337 Contract assets and liabilities Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income, reserve for audience deficiency and unearned event income) that are not separately stated in our consolidated balance sheets at December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 (In thousands) Contract assets: Unbilled receivables $ 10,735 $ 5,798 Contract liabilities: Customer advances and unearned income $ 7,494 $ 4,955 Reserve for audience deficiency 6,020 3,544 Unearned event income — 5,921 Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed and are included in accounts receivable on the consolidated balance sheets. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term and are included in other current liabilities on the consolidated balance sheets. The reserve for audience deficiency represents the portion of revenue that is deferred until the shortfall in contracts where the ratings were guaranteed is settled, typically by providing additional advertising units generally within one year of the original airing. Unearned event income represents payments by customers for upcoming events. For customer advances and unearned income as of January 1, 2021, approximately $3.0 million was recognized as revenue during the year ended December 31, 2021. For unearned event income as of January 1, 2021, approximately $5.9 million was recognized during the year ended December 31, 2021 as the event took place during the fourth quarter of 2021. For customer advances and unearned income as of January 1, 2020, approximately $2.3 million was recognized as revenue during the year ended December 31, 2020. For unearned event income as of January 1, 2020, there was no revenue recognized during the year ended December 31, 2020. Practical expedients and exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. (j) Launch Support The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. For the year ended December 31, 2021, the Company did not pay any launch support for carriage initiation, however during the year ended December 31, 2020, there was a non-cash launch support addition of approximately $1.7 million for carriage initiation. The weighted-average amortization period for launch support was approximately 7.1 years as of December 31, 2021, and approximately 7.4 years as of December 31, 2020. The remaining weighted-average amortization period for launch support was 3.3 years and 4.5 years as of December 31, 2021 and December 31, 2020, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For the years ended December 31, 2021 and 2020, launch support asset amortization of $422,000 and $422,000, respectively, was recorded as a reduction of revenue, and approximately $1.2 million and $664,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. The gross value and accumulated amortization of the launch assets is as follows: As of December 31, 2021 2020 (In thousands) Launch assets $ 9,021 $ 9,021 Less: Accumulated amortization (4,724) (3,124) Launch assets, net $ 4,297 $ 5,897 Future estimated launch support amortization expense or revenue reduction related to launch assets for years 2022 through 2026 is as follows: (In thousands) 2022 $ 1,424 2023 $ 1,424 2024 $ 936 2025 $ 358 2026 $ 155 (k) Barter Transactions For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the years ended December 31, 2021 and 2020, barter transaction revenues were approximately $1.8 million and $2.1 million, respectively. Additionally, for the years ended December 31, 2021 and 2020, barter transaction costs were reflected in programming and technical expenses of approximately $1.2 million and $1.5 million, respectively, and selling, general and administrative expenses of $606,000 and $570,000, respectively. (l) Advertising and Promotions The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses for the years ended December 31, 2021 and 2020, were approximately $24.7 million and $15.5 million, respectively. (m) Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Conversely, if management determines that the Company would not be able to realize the recorded amount of deferred tax assets in the future, the Company would make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in other current liabilities on the consolidated balance sheets. (n) Stock-Based Compensation The Company accounts for stock-based compensation for stock options and restricted stock grants in accordance with ASC 718, “Compensation - Stock Compensation.” Employment Agreement Award Stockholders’ Equity. (o) Segment Reporting and Major Customers In accordance with ASC 280, “ Segment Reporting The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including TV One’s and CLEO TV's results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. No single customer accounted for over 10% of our consolidated net revenues or accounts receivable during either of the years ended December 31, 2021 or 2020. (p) Earnings Per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of potential dilutive common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. In each of the years ended December 31, 2021 and 2020, the amount of earnings per share would pertain to each of our classes of common stock (Classes A, B, C and D) because the holders of each class are entitled to equal per share dividends or distributions in liquidation in accordance with the Company’s Amended and Restated Certificate of Incorporation. The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Year Ended December 31, 2021 2020 (Unaudited) (In Thousands) Numerator: Net income (loss) attributable to common stockholders $ 38,352 $ (8,113) Denominator: Denominator for basic net income (loss) per share - weighted average outstanding shares 50,163,600 45,041,467 Effect of dilutive securities: Stock options and restricted stock 3,973,041 — Denominator for diluted net income (loss) per share - weighted-average outstanding shares 54,136,641 45,041,467 Net income (loss) attributable to common stockholders per share – basic $ 0.76 $ (0.18) Net income (loss) attributable to common stockholders per share –diluted $ 0.71 $ (0.18) All stock options and restricted stock awards were excluded from the diluted calculation for the year ended December 31, 2020, as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation. Year Ended December 31, 2020 (In thousands) Stock options 4,019 Restricted stock awards 1,879 (q) Fair Value Measurements We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 Level 2 Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. As of December 31, 2021, and December 31, 2020, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (In thousands) As of December 31, 2021 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,193 — — $ 28,193 Total $ 28,193 $ — $ — $ 28,193 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 17,015 $ — $ — $ 17,015 As of December 31, 2020 Liabilities subject to fair value measurement: Contingent consideration (c) $ 780 — — $ 780 Employment agreement award (a) 25,603 — — 25,603 Total $ 26,383 $ — $ — $ 26,383 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 12,701 $ — $ — $ 12,701 (a) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis). The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The long-term portion of the award is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS AND DISPOSITIONS | |
ACQUISITIONS AND DISPOSITIONS | 2. ACQUISITIONS AND DISPOSITIONS: On December 19, 2019, we entered into both an asset purchase agreement (“APA”) and a time brokerage agreement (“TBA”) with Guardian Enterprise Group, Inc. and certain of its affiliates (collectively, “GEG”) with respect to the acquisition and interim operation of low power television station WQMC-LD in Columbus, Ohio. Pursuant to the TBA, in January 2020, we began to operate WQMC-LD until such time as the purchase transaction can close under the APA. Under the terms of the TBA, we pay a monthly fee as well as certain operating costs of WQMC-LD, and, in exchange, we will retain all revenues from the sale of the advertising within the programming. After receipt of FCC approval, we closed the transactions under the APA and took ownership of WQMC-LD on February 24, 2020 for total consideration of $475,000. On October 30, 2020, we entered into a local marketing agreement (“LMA”) with Southeastern Ohio Broadcasting System for the operation of station WWCD-FM in Columbus, Ohio beginning November 2020. Under the terms of the LMA, we will pay a monthly fee as well as certain operating costs, and, in exchange, we will retain all revenues from the sale of the advertising within the programming. On November 6, 2020, the Company entered into a definitive asset exchange agreement with Audacy, Inc. (formerly Entercom Communications Corp.) whereby the Company received Charlotte stations: WLNK-FM (Adult Contemporary); WBT-AM & FM (News Talk Radio); and WFNZ-AM & 102.5 FM Translator (Sports Radio). As part of the transaction, the Company transferred three radio stations to Audacy: St. Louis, WHHL-FM (Urban Contemporary); Philadelphia, WPHI-FM (Urban Contemporary); and Washington, DC, WTEM-AM (Sports); as well as the intellectual property to its St. Louis radio station, WFUN-FM (Adult Urban Contemporary). The Company and Audacy began operation of the exchanged stations on or about November 23, 2020 under LMAs until FCC approval was obtained. The deal was subject to FCC approval and other customary closing conditions and, after obtaining the approvals, closed on April 20, 2021. In addition, the Company entered into an asset purchase agreement with Gateway Creative Broadcasting, Inc. (“Gateway”) for the remaining assets of our WFUN station in a separate transaction which also closed on April 20, 2021. The Company received approximately $8.0 million and exchanged approximately $8.0 million in tangible and intangible assets as part of the transaction with Gateway. The identified assets, with a combined carrying value of approximately $32.7 million, have been classified as held for sale in the consolidated balance sheet at December 31, 2020. The major categories of the assets held for sale include the following: As of December 31, 2020 (In thousands) Property and equipment, net $ 2,144 Goodwill 470 Radio broadcasting licenses 30,606 Right of use assets 1,071 Lease liabilities (1,630) Assets held for sale, net $ 32,661 The Company’s purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of approximately $21.1 million to radio broadcasting licenses, approximately $1.8 million to land and land improvements, approximately $2.0 million to towers and antennas, $517,000 to buildings, approximately $1.0 million to transmitters, $712,000 to studios, $53,000 to vehicles, $200,000 to furniture and fixtures, $67,000 to computer equipment, $19,000 to other equipment, approximately $1.7 million to right of use assets, $1.9 million advertising credit liability, $921,000 to operating lease liabilities, and $812,000 unfavorable lease liability. The fair value of the assets exchanged with Audacy approximate the carrying value of the assets held for sale as of December 31, 2020. The Company recognized a net gain of $404,000 related to the Audacy and Gateway transactions during the year ended December 31, 2021. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT: Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the related estimated useful lives. Property and equipment consists of the following: As of December 31, Estimated 2021 2020 Useful Lives (In thousands) Land and improvements $ 4,128 $ 2,372 — Buildings 3,241 2,654 31 years Transmitters and towers 43,466 39,277 7‑15 years Equipment 63,192 59,537 3 Furniture and fixtures 9,397 9,019 6 years Software and web development 31,337 29,741 3 years Leasehold improvements 24,727 24,449 Lease Term Construction-in-progress 476 372 — 179,964 167,421 Less: Accumulated depreciation and amortization (153,673) (148,229) Property and equipment, net $ 26,291 $ 19,192 Depreciation and amortization expense for the years ended December 31, 2021, and 2020 was approximately $9.3 million and $9.7 million, respectively. Repairs and maintenance costs are expensed as incurred. Property and equipment assets identified as assets held for sale are excluded from the table above. |
GOODWILL, RADIO BROADCASTING LI
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | |
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | 4. GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS: Impairment Testing We have historically made acquisitions whereby a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. In accordance with ASC 350, “Intangibles - Goodwill and Other,” We did not identify any impairment indicators at any of our reportable segments for the year ended December 31, 2021. We performed our annual impairment testing and no impairment was identified. Beginning in March 2020, the Company observed that the COVID-19 pandemic and the resulting government stay at home orders were dramatically impacting certain of the Company's revenues. Most notably, a number of advertisers across significant advertising categories had reduced or ceased advertising spend due to the outbreak and stay at home orders which effectively shut many businesses down in the markets in which we operate. This was particularly true within our radio segment which derives substantial revenue from local advertisers who had been particularly hard hit due to social distancing and government interventions. 2021 Annual Impairment Testing We completed our 2021 annual impairment assessment as of October 1, 2021. Our 2021 annual impairment testing indicated the carrying values for our radio broadcasting licenses and goodwill attributable to Reach Media, TV One, digital and our radio broadcasting reporting units were not impaired. 2020 Interim Impairment Testing As a result of COVID-19, the total market revenue growth for certain markets in which we operate was below that assumed in our annual impairment testing. During the first quarter of 2020, the Company recorded a non-cash impairment charge of approximately $5.9 million to reduce the carrying value of our Atlanta market and Indianapolis market goodwill balances and the Company recorded a non-cash impairment charge of approximately $47.7 million associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia, Raleigh, Richmond and St. Louis radio market broadcasting licenses. We did not identify any impairment indicators for the three months ended June 30, 2020. Based on market data obtained by the Company in the third quarter of 2020, the total anticipated market revenue growth for certain markets in which we operate continued to be below that assumed in our first quarter impairment testing. We deemed that to be an impairment indicator that warranted interim impairment testing of certain markets’ radio broadcasting licenses, which we performed as of September 30, 2020. As a result of that testing, the Company recorded a non-cash impairment charge of approximately $10.0 million related to its Atlanta market and Indianapolis market goodwill balances and the Company recorded a non-cash impairment charge of approximately $19.1 million for the three months ended September 30, 2020 associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia and Raleigh market radio broadcasting licenses. 2020 Annual Impairment Testing We completed our 2020 annual impairment assessment as of October 1, 2020. Our 2020 annual impairment testing indicated the carrying values for our radio broadcasting licenses and goodwill attributable to Reach Media, TV One, digital and our radio broadcasting reporting units were not impaired. However we recorded an impairment charge of approximately $1.7 million associated with the estimated asset sale consideration for one of our St. Louis radio broadcasting licenses. Valuation of Broadcasting Licenses We utilize the services of a third-party valuation firm to assist us in estimating the fair value of our radio broadcasting licenses and reporting units. Fair value is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use the income approach to test for impairment of radio broadcasting licenses. A projection period of 10 years is used, as that is the time horizon in which operators and investors generally expect to recover their investments. When evaluating our radio broadcasting licenses for impairment, the testing is done at the unit of accounting level as determined by ASC 350, “Intangibles - Goodwill and Other.” Our methodology for valuing broadcasting licenses has been consistent for all periods presented. Below are some of the key assumptions used in the income approach model for estimating the broadcasting license and goodwill fair values for the annual impairment testing performed and interim impairment testing where an impairment charge was recorded since January 1, 2020. During the year ended December 31, 2020, the Company recorded a non-cash impairment charge of approximately $68.5 million associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia, Raleigh, Richmond and St. Louis radio market broadcasting licenses. Radio Broadcasting October 1, October 1, September 30, March 31, Licenses 2021 2020 2020 (a) 2020 (a) Impairment charge (in millions) $ — $ 1.7* $ 19.1 $ 47.7 Discount Rate 9.0 % 9.0 % 9.0 % 9.5 % Year 1 Market Revenue Growth Rate Range 6.1% – 8.0 % (10.7)% – (16.0) % (10.7)% – (16.8) % (13.3) % Long-term Market Revenue Growth Rate Range 0.7% – 1.0 % 0.7% – 1.1 % 0.7% – 1.1 % 0.7% – 1.1 % Mature Market Share Range 6.2% – 23.2 % 6.7% – 23.9 % 6.7% – 23.9 % 6.9% – 25.0 % Mature Operating Profit Margin Range 26.9% – 36.1 % 27.7% – 37.1 % 27.7% – 37.1 % 27.6% – 39.7 % (a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting. (*) License fair value based on estimated asset sale consideration. Broadcasting Licenses Valuation Results The Company’s total broadcasting licenses carrying value is approximately $505.2 million as of December 31, 2021. The units of accounting reflected in the table below are not disclosed on a specific market basis so as to not make sensitive information publicly available that could be competitively harmful to the Company. Radio Broadcasting Licenses Carrying Balances As of Net As of December 31, Increase December 31, Unit of Accounting 2020 (Decrease) 2021 (In thousands) Unit of Accounting 2 $ 3,086 — 3,086 Unit of Accounting 5 13,525 — 13,525 Unit of Accounting 7 15,223 — 15,223 Unit of Accounting 11 15,560 — 15,560 Unit of Accounting 4 16,142 21,082 37,224 Unit of Accounting 14 19,070 — 19,070 Unit of Accounting 6 22,642 — 22,642 Unit of Accounting 12 32,968 — 32,968 Unit of Accounting 13 39,646 — 39,646 Unit of Accounting 8 52,515 — 52,515 Unit of Accounting 16 54,670 — 54,670 Unit of Accounting 1 84,369 — 84,369 Unit of Accounting 10 114,650 — 114,650 Total $ 484,066 $ 21,082 $ 505,148 Our licenses expire at various dates through August 1, 2029. The FCC grants radio broadcast station licenses for specific periods of time and, upon application, may renew them for additional terms. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. Under the Communications Act, radio broadcast station licenses may be granted for a maximum term of eight years. The FCC may grant the license renewal application with or without conditions, including renewal for a term less than the maximum otherwise permitted. Historically, our licenses have been renewed for full eight-year terms without any conditions or sanctions; however, there can be no assurance that the licenses of each of our stations will be renewed for a full term without conditions or sanctions. Valuation of Goodwill The impairment testing of goodwill is performed at the reporting unit level. We had 16 reporting units as of our October 2021 annual impairment assessment, consisting of each of the 13 radio markets within the radio division and each of the other three business divisions. In testing for the impairment of goodwill, we primarily rely on the income approach. The approach involves a 10-year model with similar variables as described above for broadcasting licenses, except that the discounted cash flows are based on the Company’s estimated and projected market revenue, market share and operating performance for its reporting units, instead of those for a hypothetical participant. We use a 5-year model for our Reach Media reporting unit. We evaluate all events and circumstances on an interim basis to determine if an impairment indicator is present and also perform annual testing by comparing the fair value of the reporting unit with its carrying amount. We recognize an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. The impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit. We have not made any changes to the methodology for valuing or allocating goodwill when determining the fair values of the reporting units. As noted above, we did not identify any impairment indicators at any of our reportable segments for the year ended December 31, 2021. Also as noted above, during the first and third quarters of 2020 due to the COVID-19 pandemic, we identified impairment indicators at certain of our radio markets, and, as such, we performed an interim analysis for certain radio market goodwill. During the three months ended March 31, 2020, the Company recorded a non-cash impairment charge of approximately $5.9 million to reduce the carrying value of our Atlanta and Indianapolis market goodwill balances. We did not identify any impairment indicators at any of our other reportable segments for the three months ended June 30, 2020. During the three months ended September 30, 2020, the Company recorded a non-cash impairment charge of approximately $10.0 million related to its Atlanta market and Indianapolis market goodwill balances. Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for the annual impairment assessments performed and interim impairment testing where an impairment charge was recorded since January 1, 2020. Goodwill (Radio Market October 1, October 1, September 30, March 31, Reporting Units) 2021 (a) 2020 (a) 2020 (a) 2020(a) Impairment charge (in millions) $ — $ — $ 10.0 $ 5.9 Discount Rate 9.0 % 9.0 % 9.0 % 9.5 % Year 1 Market Revenue Growth Rate Range (10.7)% – 25.4 % (12.9)% – 25.9 % (26.6)% – 34.7 % (14.5)% – (12.9) % Long-term Market Revenue Growth Rate Range 0.7% – 1.0 % 0.7% – 1.1 % 0.9% – 1.1 % 0.9% – 1.1 % Mature Market Share Range 6.2% – 16.0 % 6.8% – 16.8 % 8.4% – 12.7 % 11.1% – 13.0 % Mature Operating Profit Margin Range 21.2% – 47.3 % 27.7% – 49.1 % 27.7% – 48.1 % 29.4% – 39.0 % (a) Reflects the key assumptions for testing only those radio markets with remaining goodwill. Below are some of the key assumptions used in the income approach model for estimating the fair value for Reach Media for the annual and interim impairment assessments performed since October 2020. When compared to the discount rates used for assessing radio market reporting units, the higher discount rates used in these assessments reflect a premium for a riskier and broader media business, with a heavier concentration and significantly higher amount of programming content assets that are highly dependent on a single on-air personality. As a result of our impairment assessments, the Company concluded that the goodwill was not impaired. October 1, October 1, Reach Media Segment Goodwill 2021 2020 Impairment charge (in millions) $ — $ — Discount Rate 11.5 % 11.0 % Year 1 Revenue Growth Rate (15.7) % 22.1 % Long-term Revenue Growth Rate (Year 5) 1.0 % 1.0 % Operating Profit Margin Range 24.1 – 26.2 % 18.0% - 19.1 % Below are some of the key assumptions used in the income approach model for determining the fair value of our digital reporting unit since October 2020. When compared to discount rates for the radio reporting units, the higher discount rate used to value the reporting unit is reflective of discount rates applicable to internet media businesses. As a result of our impairment assessments, the Company concluded that the goodwill was not impaired. October 1, October 1, Digital Segment Goodwill 2021 2020 Impairment charge (in millions) $ — $ — Discount Rate 14.0 % 14.0 % Year 1 Revenue Growth Rate (20.4) % (5.4) % Long-term Revenue Growth Rate (Years 6 – 10) 2.5% - 6.8 % 3.4% - 6.0 % Operating Profit Margin Range (5.2)% - % (12.5)% - 13.1 % Below are some of the key assumptions used in the income approach model for determining the fair value of our cable television segment since October 2020. As a result of the testing performed, the Company concluded no impairment to the carrying value of goodwill had occurred. October 1, October 1, Cable Television Segment Goodwill 2021 2020 Impairment charge (in millions) $ — $ — Discount Rate 9.5 % 10.5 % Year 1 Revenue Growth Rate 11.6 % 4.5 % Long-term Revenue Growth Rate Range (Years 6 – 10) 0.4% - 0.6 % 0.6% - 1.5 % Operating Profit Margin Range 34.9% - 46.4 % 37.2% - 46.1 % The above goodwill tables reflect some of the key valuation assumptions used for 11 of our 16 reporting units. The other five remaining reporting units had no goodwill carrying value balances as of December 31, 2021. Goodwill Valuation Results The table below presents the changes in Company’s goodwill carrying values for its four reportable segments during 2021 and 2020: Radio Reach Cable Broadcasting Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Additions — — — — — Impairments (15,900) — — — (15,900) Accumulated impairment losses (101,848) (16,114) (20,345) — (138,307) Assets held for sale (470) — — — (470) Net goodwill at December 31, 2020 $ 36,782 $ 14,354 $ 7,222 $ 165,044 $ 223,402 Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Additions — — — — — Impairments — — — — — Accumulated impairment losses (117,748) (16,114) (20,345) — (154,207) Audacy asset exchange (470) — — — (470) Net goodwill at December 31, 2021 $ 36,782 $ 14,354 $ 7,222 $ 165,044 $ 223,402 In arriving at the estimated fair values for radio broadcasting licenses and goodwill, we also performed an analysis by comparing our overall average implied multiple based on our cash flow projections and fair values to recently completed sales transactions, and by comparing our estimated fair values to the market capitalization of the Company. The results of these comparisons confirmed that the fair value estimates resulting from our annual assessments in 2021 were reasonable. Intangible Assets Excluding Goodwill and Radio Broadcasting Licenses Other intangible assets, excluding goodwill, radio broadcasting licenses and the unamortized brand name, are being amortized on a straight-line basis over various periods. Other intangible assets consist of the following: Remaining Weighted- Average As of December 31, Period of Period of 2021 2020 Amortization Amortization (In thousands) Trade names $ 17,425 $ 17,425 1‑5 Years 1.8 Years Intellectual property 9,531 9,531 4‑10 Years 0.0 Years Acquired income leases 127 127 3‑15 Years 9.1 Years Advertiser agreements 46,582 46,789 1‑12 Years 1.3 Years Favorable office and transmitter leases 2,097 2,097 2‑60 Years 38.3 Years Brand names 4,413 4,413 10 Years 5.9 Years Brand names - unamortized 39,690 39,690 Indefinite — Debt cost 1,267 2,053 Debt term 4.1 Years Launch assets 9,021 9,021 Contract length 3.3 Years Other intangibles 715 675 1‑5 Years 1.0 Years 130,868 131,821 Less: Accumulated amortization (80,709) (75,768) Other intangible assets, net $ 50,159 $ 56,053 4.3 Years Amortization expense of intangible assets for the years ended December 31, 2021 and 2020 was approximately $3.7 million and $3.9 million, respectively. The following table presents the Company’s estimate of amortization expense for the years 2022 through 2026 for intangible assets: (In thousands) 2022 $ 3,651 2023 $ 1,225 2024 $ 222 2025 $ 185 2026 $ 165 The table above excludes launch asset amortization as it is recorded as a reduction to revenue. Actual amortization expense may vary as a result of future acquisitions and dispositions. |
CONTENT ASSETS
CONTENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
CONTENT ASSETS | |
CONTENT ASSETS | 5. CONTENT ASSETS: The gross cost and accumulated amortization of content assets is as follows: As of December 31, Period of 2021 2020 Amortization (In thousands) Produced content assets: Completed $ 397,174 $ 365,806 In-production 12,124 11,029 Licensed content assets acquired: Acquired 66,005 56,913 Content assets, at cost 475,303 433,748 1‑5 Years Less: Accumulated amortization (389,265) (342,139) Content assets, net 86,038 91,609 Current portion (25,883) (28,434) Noncurrent portion $ 60,155 $ 63,175 Produced content assets include certain unamortized costs that will not be 80% amortized within three years from December 31, 2021, totaling approximately $18.3 million. Approximately 55.8% of these unamortized costs are expected to be amortized within three years from December 31, 2021. The remaining balance of these costs will be amortized through the year ending December 31, 2027. Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. Future estimated content amortization expense related to agreements entered into as of December 31, 2021, for years 2022 through 2026 is as follows: (In thousands) 2022 $ 25,883 2023 $ 18,724 2024 $ 8,505 2025 $ 6,600 2026 $ 2,297 Future estimated content amortization expense is not included for in-production content assets in the table above. Future minimum content payments required under agreements entered into as of December 31, 2021, are as follows: (In thousands) 2022 $ 18,972 2023 $ 2,865 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2021 | |
INVESTMENTS | |
INVESTMENTS | 6. INVESTMENTS: Cost Method On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. On November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. The value of our MGM investment is included in other assets on the consolidated balance sheets and its distribution income in the amount of approximately $7.7 million and $4.9 million, for the years ended December 31, 2021 and 2020, respectively, is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review in the normal course. The Company reviewed the investment and concluded that no impairment to the carrying value was required. There has been no impairment of the investment to date. As of December 31, 2020, the Company’s interest in the MGM National Harbor Casino secured the MGM National Harbor Loan (as defined in Note 9 - Long-Term Debt.) |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
OTHER CURRENT LIABILITIES | |
OTHER CURRENT LIABILITIES | 7. OTHER CURRENT LIABILITIES: Other current liabilities consist of the following: As of December 31, 2021 2020 (In thousands) Deferred revenue $ 7,494 $ 10,875 Deferred barter revenue 1,271 935 Employment Agreement Award 3,966 3,325 Accrued national representative fees 457 1,087 Accrued miscellaneous taxes 213 562 Income taxes payable 283 600 Tenant allowance 180 242 Contingent consideration — 780 Reserve for audience deficiency 6,020 3,544 Other current liabilities 6,537 4,967 Other current liabilities $ 26,421 $ 26,917 |
EMPLOYMENT AGREEMENT AWARD
EMPLOYMENT AGREEMENT AWARD | 12 Months Ended |
Dec. 31, 2021 | |
EMPLOYMENT AGREEMENT AWARD [Abstract] | |
EMPLOYMENT AGREEMENT AWARD | 8. EMPLOYMENT AGREEMENT AWARD: The Company accounts for an award called for in the CEO’s employment agreement (the “Employment Agreement Award”) at fair value. The Company estimated the fair value of the award at December 31, 2021 and 2020, to be approximately $28.2 million and $25.6 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The expense associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was approximately $6.2 million and $2.3 million for the years ended December 31, 2021 and 2020, respectively. The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. The CEO was fully vested in the award upon execution of the employment agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 9. LONG-TERM DEBT: Long-term debt consists of the following: As of December 31, 2021 2020 (In thousands) 7.375% Senior Secured Notes due February 2028 $ 825,000 $ — PPP Loan 7,505 — 2018 Credit Facility — 129,935 MGM National Harbor Loan — 57,889 2017 Credit Facility — 317,332 8.75% Senior Secured Notes due December 2022 — 347,016 7.375% Senior Secured Notes due April 2022 — 2,984 Total debt 832,505 855,156 Less: current portion of long-term debt — 23,362 Less: original issue discount and issuance costs 13,889 12,870 Long-term debt, net $ 818,616 $ 818,924 2028 Notes On January 7, 2021, the Company launched an offering (the “2028 Notes Offering”) of $825 million in aggregate principal amount of 7.375% senior secured notes due 2028 (the “2028 Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). On January 8, 2021, the Company entered into a purchase agreement with respect to the 2028 Notes at an issue price of 100% and the 2028 Notes Offering closed on January 25, 2021. The 2028 Notes are general senior secured obligations of the Company and are guaranteed on a senior secured basis by certain of the Company’s direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum. The Company used the net proceeds from the 2028 Notes Offering, together with cash on hand, to repay or redeem: (1) the 2017 Credit Facility; (2) the 2018 Credit Facility; (3) the MGM National Harbor Loan; (4) the remaining amounts of our 7.375% Notes; and (5) our 8.75% Notes that were issued in the November 2020 Exchange Offer (all as defined below). Upon settlement of the 2028 Notes Offering, the 2017 Credit Facility, the 2018 Credit Facility and the MGM National Harbor Loan were terminated and the indentures governing the 7.375% Notes and the 8.75% Notes were satisfied and discharged. There was a net loss on retirement of debt of approximately $6.9 million for the year ended December 31, 2021 associated with the settlement of the 2028 Notes. The 2028 Notes and the guarantees are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”)), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral. The associated debt issuance costs in the amount of approximately $15.4 million is being reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. The amount of deferred financing costs included in interest expense for all instruments, for the years ended December 31, 2021 and 2020, was approximately $2.3 million and $4.5 million, respectively. The Company’s effective interest rate for 2021 was 7.96% . The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2028 Notes. PPP Loan On January 29, 2021, the Company submitted an application for participation in the second round of the Paycheck Protection Program loan program (“PPP”). 8.75% Notes In October 2020, the Company announced an offer to eligible holders of its 7.375% Senior Secured Notes due 2022 (the “7.375% Notes”) to exchange any and all of their 7.375% Notes for newly issued 8.75% Senior Secured Notes due 2022 (the “8.75% Notes”). The exchange offer closed on November 9, 2020 and, therefore, is referred to as the “November 2020 Exchange Offer”. Until their satisfaction and discharge on settlement of the 2028 Notes, the 8.75% Notes were governed by an indenture, dated November 9, 2020 (the “8.75% Notes Indenture”), by and between the Company, the guarantors therein (the “Guarantors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “8.75% Notes Trustee”) and as notes collateral agent (in such capacity, “the 8.75% Notes Collateral Agent”). Interest on the 8.75% Notes accrued at the rate per annum equal to 8.75% and was payable, in cash, quarterly on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2021, to holders of record on the immediately preceding January 1, April 1, July 1 and October 1, respectively. The 8.75% Notes were general senior obligations and were guaranteed (the “Guarantees”) by the Guarantors. The 8.75% Notes and the Guarantees: (i) ranked equal in right of payment to all of the Company’s and the Guarantor’s existing and future senior indebtedness, (ii) were secured on a first-priority basis by the Notes Priority Collateral (as defined below) and on a second-priority basis by the ABL Priority Collateral (defined below) owned by the Company and the applicable Guarantor, in each case subject to certain liens permitted under the 8.75% Notes Indenture, (iii) were equal in priority to the collateral owned by the Company and the Guarantor with respect to obligations under the credit agreement, dated as of April 18, 2017, by and among the Company, various lenders therein and Guggenheim Securities Credit Partners, LLC, as administrative agent and any other Parity Lien Debt (as described in the 8.75% Notes Indenture), if any, incurred after the date the 8.75% Notes were issued, (iv) ranked senior in right of payment to any existing or future subordinated indebtedness of the Company or Guarantors, (v) were initially guaranteed on a senior basis by each of the Company’s wholly-owned domestic subsidiaries (other than certain immaterial subsidiaries, unrestricted subsidiaries, and other certain exceptions), (vi) were effectively senior to all of the Company’s and the Guarantor’s existing and future unsecured indebtedness to the extent of the value of the collateral owned by the Company or applicable Guarantors and effectively senior to all existing and future ABL Debt Obligations (as defined in the 8.75% Notes Indenture) to the extent of the value of the Notes Priority Collateral (as defined below) owned by the Company or applicable Guarantor, (vii) were effectively subordinated to all of the Company’s and the Guarantor’s existing and future indebtedness that was secured by liens on assets that do not secure the Notes or the Guarantee to the extent of the value of such assets, (viii) were structurally subordinated to all of the Company’s and the Guarantor’s existing and future indebtedness and other claims and liabilities, including preferred stock, of subsidiaries of the Company that are not guarantors, and (ix) were effectively senior to any 7.375% Notes that remain outstanding after the November 2020 Exchange Offer with respect to any collateral proceeds. The 8.75% Notes and the guarantees were secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”), including the capital stock of each Guarantor (which, in the case of foreign subsidiaries, is limited to 65% of the voting stock and 100% of the non-voting stock of each first-tier foreign subsidiary) (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral. In connection with the November 2020 Exchange Offer, the 8.75% Notes were subject to a new intercreditor agreement, pursuant to which proceeds received by the 7.375% Notes Trustee with respect to collateral proceeds received by the 7.375% Notes Trustee for the 7.375% Notes under an existing parity lien intercreditor agreement were to be paid over to the 8.75% Notes Trustee for the 8.75% Notes to the extent of the amounts owed to the holders of the 8.75% Notes then outstanding. The Company could redeem the 8.75% Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such 8.75% Notes plus accrued and unpaid interest, if any, to the redemption date. Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repurchase, repay or redeem $15 million aggregate principal amount of the 8.75% Notes. Separately, within five business days after each Excess Cash Flow Calculation Date (as defined in the 8.75% Notes Indenture), the Company was to redeem an aggregate principal amount of 8.75% Notes equal to 50% of the Excess Cash Flow (as defined in the 8.75% Notes Indenture), provided that repurchases, repayments or redemption of 8.75% Notes with internally generated funds during the applicable calculation period would reduce on a dollar-for-dollar basis the amount of such redemption otherwise required on the applicable calculation date. Any such mandatory redemptions were to be at par (plus accrued and unpaid interest). During the year ended December 31, 2020, the Company recorded a loss on retirement of debt of approximately $2.9 million associated with the November 2020 Exchange Offer. The premium paid to the bondholders in the amount of approximately $3.5 million is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the obligation using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 2018 Credit Facility On December 4, 2018, the Company and certain of its subsidiaries entered into a credit agreement (“2018 Credit Facility”), among the Company, the lenders party thereto from time to time, Wilmington Trust, National Association, as administrative agent, and TCG Senior Funding L.L.C, as sole lead arranger and sole bookrunner. The 2018 Credit Facility provided $192.0 million in term loan borrowings, which was funded on December 20, 2018. The net proceeds of term loan borrowings under the 2018 Credit Facility were used to refinance, repurchase, redeem or otherwise repay the Company's then outstanding 9.25% Senior Subordinated Notes due 2020. Until its termination on settlement of the 2028 Notes, borrowings under the 2018 Credit Facility were subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company’s total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company’s existing credit facilities nor the trustee under the Company’s existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfied the requirements of the definition of “Permitted Refinancing” (as defined in the agreements governing the Company's existing credit facilities) and neither of the administrative agents under the Company's existing credit facilities notified the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagreed with such determination (including a reasonable description of the basis upon which it disagrees). The 2018 Credit Facility was scheduled to mature on December 31, 2022 (the “Maturity Date”). In connection with the November 2020 Exchange Offer, we also entered into an amendment to certain terms of our 2018 Credit Facility including the extension of the maturity date to March 31, 2023. Interest rates on borrowings under the 2018 Credit Facility were either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings had been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings had been repaid. Interest payments began on the last day of the 3-month period commencing on the Funding Date. Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repay $10 million of the 2018 Credit Facility. The amendment was accounted for as a modification in accordance with the provisions of ASC 470, “ Debt . The Company's obligations under the 2018 Credit Facility were not secured. The 2018 Credit Facility was guaranteed on an unsecured basis by each entity that guarantees the Company's outstanding $350.0 million 2017 Credit Facility (as defined below). The term loans could be voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium. The Company was required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company was also required to use 75% of excess cash flow (“ECF payment”) as defined in the 2018 Credit Facility, which excluded any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor, to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding term loans at par. During the year ended December 31, 2020, the Company repaid approximately $37.2 million under the 2018 Credit Facility. Included in the repayments made during the year ended December 31, 2020 was approximately $11.1 million in ECF payments in accordance with the agreement. The 2018 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility, as amended, also contained certain financial covenants, including a maintenance covenant requiring the Company’s total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021, 6.75 to 1.00 in 2022 and 6.25 to 1.00 in 2023. The original issue discount in the amount of approximately $3.8 million and associated debt issuance costs in the amount of $875,000 were reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. MGM National Harbor Loan Concurrently, on December 4, 2018, Urban One Entertainment SPV, LLC (“UONESPV”) and its immediate parent, Radio One Entertainment Holdings, LLC (“ROEH”), each of which is a wholly owned subsidiary of the Company, entered into a credit agreement, providing $50.0 million in term loan borrowings (the “MGM National Harbor Loan”) which was funded on December 20, 2018. On June 25, 2020, the Company borrowed an incremental $3.6 million on the MGM National Harbor Loan and used the proceeds to pay down the higher coupon 2018 Credit Facility by the same amount. Until its termination on settlement of the 2028 Notes, the MGM National Harbor Loan was scheduled to mature on December 31, 2022 and bore interest at 7.0% per annum in cash plus 4.0% per annum paid-in kind. The loan had limited ability to be prepaid in the first two years. The loan was secured on a first priority basis by the assets of UONESPV and ROEH, including all of UONESPV’s shares held by ROEH, all of UONESPV’s interests in MGM National Harbor, its rights under the joint venture operating agreement governing the MGM National Harbor and UONESPV’s obligation to exercise its put right under the joint venture operating agreement in the event of a UONESPV payment default or bankruptcy event, in each case, subject to applicable Maryland gaming laws and approvals. Exercise by UONESPV of its put right under the joint venture operating agreement was subject to required lender consent unless the proceeds are used to retire the MGM National Harbor Loan and any remaining excess is used to repay borrowings, if any, under the 2018 Credit Facility. The MGM National Harbor Loan also contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The original issue discount in the amount of approximately $1.0 million and associated debt issuance costs in the amount of approximately $1.7 million was being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the obligation using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 2017 Credit Facilities On April 18, 2017, the Company closed on a senior secured credit facility (the “2017 Credit Facility”). The 2017 Credit Facility was governed by a credit agreement by and among the Company, the lenders party thereto from time to time and Guggenheim Securities Credit Partners, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and Guggenheim Securities, LLC as sole lead arranger and sole book running manager. The 2017 Credit Facility provided for $350 million in term loan borrowings, all of which was advanced and outstanding on the date of the closing of the transaction. Until its termination on settlement of the 2028 Notes, the 2017 Credit Facility matured on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company’s 7.375% Notes (as defined below). At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.00% for 2021 and was 5.17% for 2020. The 2017 Credit Facility was (i) guaranteed by each entity that guarantees the Company’s 7.375% Notes on a pari passu basis with the guarantees of the 7.375% Notes and (ii) secured on a pari passu basis with the Company’s 7.375% Notes. The Company’s obligations under the 2017 Credit Facility were secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by certain notes priority collateral, and (ii) on a second priority basis by collateral for the Company’s asset-backed line of credit. In addition to any mandatory or optional prepayments, the Company was required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months required an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company was required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility. On December 19, 2018, upon drawing under the 2018 Credit Facility and MGM National Harbor Loan, the Company voluntarily prepaid approximately $20.0 million in principal on the 2017 Credit Facility. During the year ended December 31, 2020, the Company repaid approximately $3.3 million under the 2017 Credit Facility. The 2017 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the 7.375% Notes. The 2017 Credit Facility also contained certain financial covenants, including a maintenance covenant requiring the Company’s interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00. The net proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previous senior secured credit facility and the agreement governing such credit facility. The 2017 Credit Facility contained affirmative and negative covenants that the Company was required to comply with, including: (a) maintaining an interest coverage ratio of no less than: ◾ 1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. (b) maintaining a senior leverage ratio of no greater than: ◾ 5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. (c) limitations on: ◾ liens; ◾ sale of assets; ◾ payment of dividends; and ◾ mergers. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 7.375% Notes On April 17, 2015, the Company closed a private offering of $350.0 million aggregate principal amount of 7.375% senior secured notes due 2022 (the “7.375% Notes”). The 7.375% Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and matured on April 15, 2022. Interest on the 7.375% Notes accrued at the rate of 7.375% per annum and was payable semiannually in arrears on April 15 and October 15, which commenced on October 15, 2015. The 7.375% Notes were guaranteed, jointly and severally, on a senior secured basis by the Company’s existing and future domestic subsidiaries, including TV One. The Company used the net proceeds from the 7.375% Notes, to refinance a previous credit agreement, refinance certain TV One indebtedness, and finance the buyout of membership interests of Comcast in TV One and pay the related accrued interest, premiums, fees and expenses associated therewith. Until their satisfaction and discharge on settlement of the 2028 Notes, the 7.375% Notes were the Company’s senior secured obligations and ranked equal in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including obligations under the 2017 Credit Facility and the Company’s previously existing senior subordinated notes. The 7.375% Notes and related guarantees were equally and ratably secured by the same collateral securing the 2017 Credit Facility and any other parity lien debt issued after the issue date of the 7.375% Notes, including any additional notes issued under the Indenture, but were effectively subordinated to the Company’s and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness that does not also secure the 7.375% Notes. Collateral included substantially all of the Company’s and the guarantors’ current and future property and assets for accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets including the capital stock of each subsidiary guarantor. On November 9, 2020, we completed the November 2020 Exchange Offer of 99.15% of our outstanding 7.375% Notes for $347 million aggregate principal amount of 8.75% Notes. Asset-Backed Credit Facilities On April 21, 2016, the Company entered into a senior credit agreement governing an asset-backed credit facility (the “2016 ABL Facility”) among the Company, the lenders party thereto from time to time and Wells Fargo Bank National Association, as administrative agent (the “Administrative Agent”). The 2016 ABL Facility originally provided for $25 million in revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. On November 13, 2019, the Company entered into an amendment to the 2016 ABL Facility, (the “2016 ABL Amendment”), which increased the borrowing capacity from $25 million in revolving loan borrowings to $37.5 million in order to provide for the working capital needs and general corporate requirements of the Company and provides for a letter of credit facility up to $7.5 million as a part of the overall $37.5 million in capacity. The 2016 ABL Amendment also redefined the “Maturity Date” to be “the earlier to occur of (a) April 21, 2021 and (b) the date that is thirty ( 30 At the Company’s election, the interest rate on borrowings under the 2016 ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the 2016 ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the 2016 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter. Advances under the 2016 ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the 2016 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the 2016 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the 2016 ABL Facility), plus (ii) the aggregate amount of all other reserves, if any, established by Administrative Agent. All obligations under the 2016 ABL Facility are secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, (iii) all other property which constitutes ABL Priority Collateral (as defined in the 2016 ABL Facility). The obligations are also secured by all material subsidiaries of the Company. The 2016 ABL Facility was subject to the terms of the Intercreditor Agreement (as defined in the 2016 ABL Facility) by and among the Administrative Agent, the administrative agent for the secured parties under the Company’s term loan and the trustee and collateral trustee under the senior secured notes indenture. In connection with the offering of the 2028 Notes, the Company entered into an amendment of its 2016 ABL Facility to facilitate the issuance of the 2028 Notes. The amendments to the 2016 ABL Facility, include, among other things, a consent to the issuance of the 2028 Notes, revisions to terms and exclusions of collateral and addition of certain subsidiaries as guarantors. On February 19, 2021, the Company closed on a new asset backed credit facility (the “Current 2021 ABL Facility”). The Current 2021 ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The Current 2021 ABL Facility provides for up to $50 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current 2021 ABL Facility also provides for a letter of credit facility up to $5 million as a part of the overall $50 million in capacity. On closing of the Current 2021 ABL Facility, the 2016 ABL Facility was terminated on February 19, 2021. As of December 31, 2021, there is no balance outstanding on the Current 2021 ABL Facility. At the Company’s election, the interest rate on borrowings under the Current 2021 ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current 2021 ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the Current 2021 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter. Advances under the Current 2021 ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the Current 2021 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current 2021 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current 2021 ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current 2021 ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent. All obligations under the Current 2021 ABL Facility are secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the Current 2021 ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company. The Current 2021 ABL Facility matures on the earliest of: the earlier to occur of (a) the date that is five (5) years from the effective date of the Current 2021 ABL Facility and (b) 91 days prior to the maturity of the Company’s 2028 Notes. Finally, the Current 2021 ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current 2021 ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association. Letter of Credit Facility On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement providing for letter of credit capacity of up to $1.2 million. On October 8, 2019, the Company entered into an amendment to its letter of credit reimbursement and security agreement and extended the term to October 8, 2024. As of December 31, 2021, the Company had letters of credit totaling $871,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash. In addition, the Current 2021 ABL Facility provides for letter of credit capacity of up to $5 million subject to certain limitations on availability. Future Minimum Principal Payments Future scheduled minimum principal payments of debt as of December 31, 2021, were as follows: 7.375% Senior Secured Notes due February 2028 PPP Loan Total (In thousands) 2022 $ — $ — $ — 2023 — — — 2024 — — — 2025 — — — 2026 — 7,505 7,505 2027 and thereafter 825,000 — 825,000 Total Debt $ 825,000 $ 7,505 $ 832,505 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | 10. INCOME TAXES: A reconciliation of the statutory federal income taxes to the recorded provision for (benefit from) income taxes from continuing operations is as follows: For the Years Ended December 31, 2021 2020 (In thousands) Statutory federal tax expense/(benefit) $ 11,391 $ (8,620) Effect of state taxes, net of federal benefit 2,131 (1,205) Effect of state rate and tax law changes (1,201) (599) Return to provision adjustments 47 503 Other permanent items (27) (213) Non-deductible meals and entertainment 65 96 Impairment of long-lived intangible assets — 3,339 Non-deductible officer’s compensation 2,055 1,002 Change in valuation allowance (13) 28 IRC Section 382 adjustments (705) (30,143) NOL expirations 610 3,000 Stock-based compensation forfeitures and adjustments — 216 Uncertain tax positions (777) (1,923) Other 1 43 Provision for (benefit from) income taxes $ 13,577 $ (34,476) The statutory federal tax rate used for the years ended December 31, 2021 and 2020 is 21.0%. Major components of the effective tax rate for the year ended December 31, 2021 and 2020 are related to net operating loss limitations, net operating loss expirations, impairments of long-lived assets, limitation of officer's compensation under IRC Section 162(m), uncertain tax positions and state income taxes. The components of the provision for (benefit from) income taxes from continuing operations are as follows: For the Years Ended December 31, 2021 2020 (In thousands) Federal: Current $ — $ — Deferred 13,395 (27,162) State: Current 1,063 552 Deferred (881) (7,866) Provision for (benefit from) income taxes $ 13,577 $ (34,476) Deferred Income Taxes Deferred income taxes reflect the impact of temporary differences between the assets and liabilities recognized for financial reporting purposes and amounts recognized for tax purposes. Deferred taxes are based on tax laws as currently enacted. Deferred tax assets are reduced by a valuation allowance if, based upon the weight of available evidence, it is not more likely than not that we will realize some portion or all of the deferred tax assets. The significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 (In thousands) Deferred tax assets: Allowance for doubtful accounts $ 2,111 $ 1,924 Accruals 465 2,358 Fixed assets 486 453 Stock-based compensation 163 290 Deferred financing costs — 1,475 Net operating loss carryforwards 114,217 128,023 Lease liability 10,022 11,592 Interest expense carryforward 15,506 11,934 Other — (200) Total deferred tax assets 142,970 157,849 Valuation allowance for deferred tax assets (264) (277) Total deferred tax asset, net of valuation allowance 142,706 157,572 Deferred tax liabilities: Intangible assets (132,586) (135,848) Right of use asset (9,232) (10,336) Partnership interests (1,964) (1,347) Deferred financing costs (1,196) — Other (201) — Total deferred tax liabilities (145,179) (147,531) Net deferred tax (liability) asset $ (2,473) $ 10,041 As of December 31, 2021, the Company had federal and state NOL carryforward amounts of approximately $637.0 million and $410.2 million, respectively. The state NOLs are applied separately from the federal NOLs as the Company generally files separate state returns for each subsidiary. Additionally, the amount of the state NOLs may change if future apportionment factors differ from current factors. During 2016, the Company performed an Internal Revenue Code (“IRC”) Section 382 study (“the study”) and concluded that there was an ownership shift during calendar year 2009 that resulted in an estimated limitation on our federal and state NOLs for approximately $361.1 million and $262.7 million, respectively. During 2018, the Company updated the study for additional information based on additional technical insight into the application of the tax law, which resulted in a decrease to the initial estimated limitation. In 2018, the Company identified certain assets with net unrealized built-in gain that reduced the estimated federal and state limitation by approximately $65.6 million and $52.9 million, respectively. During 2020, the Company further reduced the federal and state limitation by approximately $109.2 million and $93.6 million, respectively. The 2020 reductions of the IRC Section 382 limitation were related to receiving approval from the Internal Revenue Service to retroactively apply a consolidated tax return election to the 2009 income tax return and identifying additional assets with net unrealized built-in gains. The Company continues to assess other potential tax strategies, which if successful, may reduce the impact of the annual limitations and potentially recover NOLs that otherwise would expire before being applied to reduce future income tax liabilities. If successful, the Company may be able to recover additional federal and state NOLs in future periods, which could be material. If we conclude that it is more likely than not that we will be able to realize additional federal and state NOLs, the tax benefit could materially impact future quarterly and annual periods. The federal and state NOLs expire in various years from 2022 to 2039. As of December 31, 2021, the gross deferred tax assets of approximately $143.0 million were primarily the result of federal and state net operating losses and the IRC Section 163(j) interest expense carryforward. A valuation allowance of $264,000 and $277,000 was recorded against our gross deferred tax asset balance as of December 31, 2021 and December 31, 2020, respectively and is related to state jurisdictions where it is not more likely than not the deferred tax assets will be realized. The assessment to determine the value of the deferred tax assets to be realized under ASC 740 is highly judgmental and requires the consideration of all available positive and negative evidence in evaluating the likelihood of realizing the tax benefit of the deferred tax assets in a future period. Circumstances may change over time such that previous negative evidence no longer exists, and new conditions should be evaluated as positive or negative evidence that could affect the realization of the deferred tax assets. Since the evaluation requires consideration of events that may occur in some years in the future, significant judgment is required, and our conclusion could be materially different if certain expectations do not materialize. In the assessment of all available evidence, an important piece of objective verifiable evidence is evaluating a cumulative income or loss position over the most recent three-year period. Historically, the Company has maintained a full valuation against the net deferred tax assets, principally due to a cumulative loss over the most recent three-year period. During the quarter ended December 31, 2018, the Company achieved three years of cumulative income, which removed the most heavily weighed piece of objective verifiable negative evidence from our evaluation of the realizability of deferred tax assets. The Company continues to maintain three years of rolling cumulative income as of December 31, 2021. Additionally, the Company is projecting forecasts of taxable income to utilize our federal and state NOLs as part of our evaluation of positive evidence. As part of the 2017 Tax Act, IRC Section 163(j) limited the deduction of interest expense. Realization of the Company’s federal and state net operating losses is dependent on generating sufficient taxable income in future periods, and although the Company believes it is more likely than not future taxable income will be sufficient to utilize the net operating losses, realization is not assured and future events may cause a change to the judgment of the realizability of these deferred tax assets. If a future event causes the Company to re-evaluate and conclude that it is not more likely than not, that all or a portion of the deferred tax assets are realizable, the Company would be required to establish a valuation allowance against the assets at that time which would result in a charge to income tax expense and a decrease to net income in the period which the change of judgment is concluded. Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2021 2020 (In thousands) Balance as of January 1 $ 2,299 $ 4,733 Additions for tax positions related to current years — — Additions (deductions) for tax positions related to prior years 8 (2,434) Deductions for tax positions as a result of the lapse of applicable statutes of limitation (992) — Balance as of December 31 $ 1,315 $ 2,299 The nature of the uncertainties pertaining to the Company’s income taxes is primarily due to various state income tax positions that affect the amount of state NOLs available to be applied to reduce future state income tax liabilities. The unrecognized tax benefits liability accrued on our balance sheet decreased by approximately $1.0 million and decreased by approximately $2.4 million during the years ended December 31, 2021 and December 31, 2020, respectively, primarily as a result of state NOL utilizations and expirations, and applicable tax rate changes. As of December 31, 2021, the Company had unrecognized tax benefits of approximately $1.3 million, which if recognized, would impact the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. There is no material amount of interest and penalties recognized in the statement of operations and the balance sheet for the year ended December 31, 2021. The Company believes that it is reasonably possible that a decrease of up to $680,000 of unrecognized tax benefits related to state tax exposures may be necessary within the coming year. The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s open tax years for federal income tax examinations include the tax years ended December 31, 2018 through 2021. For state and local purposes, the open years for tax examinations include the tax years ended December 31, 2017 through 2021. To the extent that net operating losses are utilized, the year of the loss may be subject to examination. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS’ EQUITY: On June 16, 2020, the Company’s Board of Directors authorized an amendment (the “Potential Amendment”) of Urban One's certificate of incorporation to effect a reverse stock split across all classes of common stock by a ratio of not less than one-for-two and not more than one-for-fifty at any time prior to December 31, 2021, with the exact ratio to be set at a whole number within this range as determined by our board of directors in its discretion. The Company’s shareholders approved the Potential Amendment at the annual meeting of the shareholders June 16, 2020. The Company has not acted on the Potential Amendment but may do so as determined by our board of directors in its discretion. On June 23, 2021, the Company’s Board of Directors authorized an amendment of the Urban One 2019 Equity and Performance Incentive Plan to increase the number of shares available for grant and to provide the grant of Class A as well as Class D shares. The amendment was approved by the Company’s shareholders and added 5,519,575 shares of Class D Shares and added 2,000,000 Class A Shares. On August 18, 2020, the Company entered into an Open Market Sales Agreement with Jefferies LLC (“Jefferies”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class A common stock, par value $0.001 per share (the “Class A Shares”) up to an aggregate offering price of $25 million (the “2020 ATM Program”). Jefferies acted as sales agent for the 2020 ATM Program. During the year ended December 31, 2020, the Company issued 2,859,276 shares of its Class A Shares at a weighted average price of $5.39 for approximately $14.7 million of net proceeds after associated fees and expenses. On January 19, 2021, the Company completed its 2020 ATM Program, sold an additional 1,465,825 shares for an aggregate of 4,325,102 Class A shares sold through the 2020 ATM Program, receiving gross proceeds of approximately $25.0 million and net proceeds of approximately $24.0 million for the program (inclusive of the $14.7 million sold during the year ended December 31, 2020). On January 27, 2021, the Company entered into a new 2021 Open Market Sale Agreement (the “2021 Sale Agreement”) with Jefferies under which the Company could sell up to an additional $25.0 million of Class A Shares, through Jefferies as its sales agent. During the three months ended March 31, 2021, the Company issued and sold an aggregate of 420,439 Class A Shares pursuant to the 2021 Sale Agreement and received gross proceeds of approximately $3.0 million and net proceeds of approximately $2.8 million, after deducting commissions to Jefferies and other offering expenses. During the three months ended June 30, 2021, the Company issued and sold an aggregate of 1,893,126 Class A Shares pursuant to the 2021 Sale Agreement and received gross proceeds of approximately $22.0 million and net proceeds of approximately $21.2 million, after deducting commissions to Jefferies and other offering expenses which completed its 2021 ATM Program. On May 17, 2021, the Company entered into an Open Market Sale Agreement SM (the “Class D Sale Agreement”) with Jefferies under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class D common stock, par value $0.001 per share (the “Class D Shares”), through Jefferies as its sales agent. On May 17, 2021, the Company filed a prospectus supplement pursuant to the Class D Sale Agreement for the offer and sale of its Class D Shares having an aggregate offering price of up to . As of December 31, 2021, the Company has not sold any Class D Shares under the Class D Sale Agreement. On October 29, 2021, Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc. and/or Catherine L. Hughes, Founder and Chairperson of Urban One, Inc., and/or their affiliates converted a total of 883,890 shares of Class C Common Stock into 883,890 shares of Class A Common Stock. Common Stock The Company has four classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A common stock entitles its holder to one vote and each share of Class B common stock entitles its holder to ten votes. The holders of Class C and Class D common stock are not entitled to vote on any matters. The holders of Class A common stock can convert such shares into shares of Class C or Class D common stock. Subject to certain limitations, the holders of Class B common stock can convert such shares into shares of Class A common stock. The holders of Class C common stock can convert such shares into shares of Class A common stock. The holders of Class D common stock have no such conversion rights. Stock Repurchase Program From time to time, the Company’s Board of Directors has authorized repurchases of shares of the Company’s Class A and Class D common stock. As of March 13, 2020, the Company’s Board authorized a new repurchase plan of up to $2.6 million of the Company’s Class A and Class D shares through December 31, 2020. In addition, on June 11, 2020, the Company’s Board authorized a repurchase of $2.4 million of the Company’s Class D shares. As of December 31, 2021, the Company had no capacity remaining under the authorizations as the capacity under the June authorization was used and the March authorization lapsed by its terms on December 31, 2020. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the year ended December 31, 2021, the Company did not repurchase any shares of Class A common stock and repurchased 6,715 shares of Class D common stock in the amount of $39,000 at an average price of $5.80 per share. During the year ended December 31, 2020, the Company did not repurchase any shares of Class A common stock and repurchased 3,208,288 shares of Class D common stock in the amount of approximately $2.4 million at an average price of $0.76 per share. In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan and 2019 Equity and Performance Incentive Plan (both as defined below). As of May 21, 2019, the 2019 Equity and Performance Incentive Plan will be used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2009 Stock Plan and the 2019 Equity and Performance Incentive Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”). During the year ended December 31, 2021, the Company executed a Stock Vest Tax Repurchase of 515,162 shares of Class D Common Stock in the amount of $931,000 at an average price of $1.81 per share. During the year ended December 31, 2020, the Company executed a Stock Vest Tax Repurchase of 710,992 shares of Class D Common Stock in the amount of approximately $1.2 million at an average price of $1.64 per share. Stock Option and Restricted Stock Grant Plan Our 2009 stock option and restricted stock plan (the “2009 Stock Plan”) was originally approved by the stockholders at the Company’s annual meeting on December 16, 2009. The Company had the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan. Since its original approval, from time to time, the Board of Directors adopted and, as required, our stockholders approved certain amendments to and restatement of the 2009 Stock Plan (the “Amended and Restated 2009 Stock Plan”). The amendments under the Amended and Restated 2009 Stock Plan primarily affected (i) the number of shares with respect to which options and restricted stock grants may be granted under the 2009 Stock Plan and (ii) the maximum number of shares that can be awarded to any individual in any one calendar year. On April 13, 2015, the Board of Directors adopted, and our stockholders approved on June 2, 2015, an amendment that replenished the authorized plan shares, increasing the number of shares of Class D common stock available for grant back up to 8,250,000 shares. Our new stock option and restricted stock plan (“2019 Equity and Performance Incentive Plan”), currently in effect was approved by the stockholders at the Company’s annual meeting on May 21, 2019. The Board of Directors adopted, and on May 21, 2019, our stockholders approved, the 2019 Equity and Performance Incentive Plan which is funded with 5,500,000 shares of Class D Common Stock. The Company uses an average life for all option awards. The Company settles stock options upon exercise by issuing stock. As of December 31, 2021, 5,898,026 shares of Class D common stock and 2,000,000 shares of Class A common stock were available for grant under the 2019 Equity and Performance Incentive Plan. On June 12, 2019, the Compensation Committee (“Compensation Committee”) awarded Catherine Hughes, Chairperson, 393,685 restricted shares of the Company’s Class D common stock, and stock options to purchase 174,971 shares of the Company’s Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On June 12, 2019, the Compensation Committee awarded Catherine Hughes, Chairperson, 427,148 restricted shares of the Company’s Class D common stock, and stock options to purchase 189,843 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On June 12, 2019, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 656,142 restricted shares of the Company’s Class D common stock, and stock options to purchase 291,619 shares of the Company’s Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On June 12, 2019, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 711,914 restricted shares of the Company’s Class D common stock, and stock options to purchase 316,406 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On June 12, 2019, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 224,654 restricted shares of the Company’s Class D common stock, and stock options to purchase 99,846 shares of the Company’s Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On June 12, 2019, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 243,750 restricted shares of the Company’s Class D common stock, and stock options to purchase 108,333 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On August 7, 2017, the Compensation Committee awarded 575,262 shares of restricted stock and 470,000 stock options to certain employees pursuant to the Company’s long-term incentive plan. The grants were effective August 7, 2017. 470,000 shares of restricted stock and 470,000 stock options have vested or will vest in three installments, with the first installment of 33% having vested on January 5, 2018, and the second final On October 2, 2017, Karen Wishart, our current Chief Administrative Officer, as part of her employment agreement, received an equity grant of 37,500 shares of the Company's Class D common stock as well as a grant of options to purchase 37,500 shares of the Company's Class D common stock. The grants have vested in equal increments on each of October 2, 2018, October 2, 2019 and October 2, 2020. On June 12, 2019, the Compensation Committee awarded David Kantor, Chief Executive Officer - Radio Division, 195,242 restricted shares of the Company’s Class D common stock, and stock options to purchase 86,774 shares of the Company’s Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On June 12, 2019, the Compensation Committee awarded David Kantor, Chief Executive Officer – Radio Division, 211,838 restricted shares of the Company’s Class D common stock, and stock options to purchase 94,150 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021. Pursuant to the terms of each of our stock plans and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market for tax purposes on or about the vesting dates. The Company measures compensation cost for all stock-based awards at fair value on date of grant and recognizes the related expense over the service period for awards expected to vest. The restricted stock-based awards do not participate in dividends until fully vested. The fair value of stock options is determined using the BSM. Such fair value is recognized as an expense over the service period, net of estimated forfeitures, using the straight-line method. Estimating the number of stock awards that will ultimately vest requires judgment, and to the extent actual forfeitures differ substantially from our current estimates, amounts will be recorded as a cumulative adjustment in the period the estimated number of stock awards are revised. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience. Actual forfeitures may differ substantially from our current estimate. The Company’s use of the BSM to calculate the fair value of stock-based awards incorporates various assumptions including volatility, expected life, and interest rates. For options granted, the BSM determines: (i) the term by using the simplified “plain-vanilla” method as allowed under SAB No. 110; (ii) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; and (iii) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S. Treasury yield curve in effect at the time of the grant. Stock-based compensation expense for the years ended December 31, 2021 and 2020, was $565,000 and approximately $2.3 million, respectively. The Company granted 40,917 stock options during the year ended December 31, 2021 and the Company granted 878,643 stock options during the year ended December 31, 2020. The per share weighted-average fair value of options granted during the years ended December 31, 2021 and 2020, was $2.77 and $0.66, respectively. These fair values were derived using the BSM with the following weighted-average assumptions: For the Years Ended December 31, 2021 2020 Average risk-free interest rate 0.68 % 0.40 % Expected dividend yield — % — % Expected lives 5.16 years 5.04 years Expected volatility 82.04 % 79.75 % Transactions and other information relating to stock options for the years December 31, 2021 and 2020 are summarized below: Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Term Intrinsic Options Exercise Price (In Years) Value Outstanding at December 31, 2019 4,197,000 $ 2.13 6.70 $ 255,000 Grants 879,000 $ 1.83 — — Exercised (1,033,000) $ 1.91 — — Forfeited/cancelled/expired/settled (24,000) $ 3.17 — — Outstanding at December 31, 2020 4,019,000 $ 2.11 6.48 $ 41,000 Grants 41,000 $ 4.32 — — Exercised (230,000) $ 1.70 — — Forfeited/cancelled/expired/settled (59,000) $ 1.27 — — Balance as of December 31, 2021 3,771,000 $ 2.18 5.68 $ 4,660,000 Vested and expected to vest at December 31, 2021 3,770,000 $ 2.17 5.68 $ 4,660,000 Unvested at December 31, 2021 21,000 $ 7.26 9.76 $ — Exercisable at December 31, 2021 3,750,000 $ 2.15 5.66 $ 4,660,000 The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the year ended December 31, 2021, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their in-the-money options on December 31, 2021. This amount changes based on the fair market value of the Company’s stock. There were 229,756 options exercised during the year ended December 31, 2021 and there were 1,032,922 options exercised during the year ended December 31, 2020. The number of options that vested during the year ended December 31, 2021 was 903,643 and the number of options that vested during the year ended December 31, 2020 was 637,270. As of December 31, 2021, $75,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 5 months. The weighted-average fair value per share of shares underlying stock options was $1.45 at December 31, 2021. The Company granted 101,057 and 1,649,394 shares, respectively, of restricted stock during the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, 9,671 shares and 18,248 shares, respectively, of restricted stock were issued to the Company’s non-executive directors as a part of their compensation packages. Each of the four non-executive directors received 9,671 shares of restricted stock, or $50,000 worth, of restricted stock based upon the closing price of the Company’s Class D common stock on July 6, 2021. Each of the four non-executive directors received 25,000 shares of restricted stock, or $50,000 worth, of restricted stock based upon the closing price of the Company’s Class D common stock on June 16, 2020. The restricted stock grants for the non-executive directors vest over a two-year period in equal Transactions and other information relating to restricted stock grants for the years ended December 31, 2021 and 2020 are summarized below: Average Fair Value at Grant Shares Date Unvested at December 31, 2019 1,814,000 $ 2.14 Grants 1,649,000 $ 0.77 Vested (1,739,000) $ 2.14 Forfeited/cancelled/expired — $ — Unvested at December 31, 2020 1,724,000 $ 0.83 Grants 101,000 $ 3.22 Vested (1,749,000) $ 0.83 Forfeited/cancelled/expired — $ Unvested at December 31, 2021 76,000 $ 3.90 Restricted stock grants were and are included in the Company’s outstanding share numbers on the effective date of grant. As of December 31, 2021, $233,000 of total unrecognized compensation cost related to restricted stock grants was expected to be recognized over a weighted-average period of 9 months. |
PROFIT SHARING AND EMPLOYEE SAV
PROFIT SHARING AND EMPLOYEE SAVINGS PLAN | 12 Months Ended |
Dec. 31, 2021 | |
PROFIT SHARING AND EMPLOYEE SAVINGS PLAN | |
PROFIT SHARING AND EMPLOYEE SAVINGS PLAN | 12. PROFIT SHARING AND EMPLOYEE SAVINGS PLAN: The Company maintains a profit sharing and employee savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer allowable portions of their compensation on a pre-tax basis through contributions to the savings plan. The Company may contribute to the plan at the discretion of its Board of Directors. The Company does not match employee contributions. The Company did not make any contributions to the plan during the years ended December 31, 2021 and 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES: Radio Broadcasting Licenses Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term of eight Royalty Agreements Musical works rights holders, generally songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights, Inc. (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. We currently have arrangements with ASCAP, SESAC and GMR. On April 22, 2020, the Radio Music License Committee (“RMLC”), an industry group which the Company is a part of, and BMI have reached agreement on the terms of a new license agreement that covers the period January 1, 2017, through December 31, 2021. Upon approval of the court of the BMI/RMLC agreement, the Company automatically became a party to the agreement and to a license with BMI through December 31, 2021. Leases and Other Operating Contracts and Agreements The Company has noncancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next 10 years. The Company’s leases for broadcast facilities generally provide for a base rent plus real estate taxes and certain operating expenses related to the leases. Certain of the Company’s leases contain renewal options, escalating payments over the life of the lease and rent concessions. The future rentals under non-cancelable leases as of December 31, 2021, are shown below. The Company has other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements that expire over the next five years. The amounts the Company is obligated to pay for these agreements are shown below. Other Operating Operating Contracts Lease and Agreements Agreements (In thousands) Years ending December 31: 2022 $ 13,164 $ 69,791 2023 11,333 23,117 2024 10,099 19,386 2025 5,377 19,422 2026 3,070 8,452 2027 and thereafter 5,378 9,408 Total $ 48,421 $ 149,576 Of the total amount of other operating contracts and agreements included in the table above, approximately $100.1 million has not been recorded on the balance sheet as of December 31, 2021, as it does not meet recognition criteria. Approximately $18.0 million relates to certain commitments for content agreements for our cable television segment, approximately $30.9 million relates to employment agreements, and the remainder relates to other programming, network and operating agreements. Reach Media Redeemable Noncontrolling Interest Shareholders’ Put Rights Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”). This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The noncontrolling interest shareholders of Reach Media did not exercise their Put Right for the 30-day period ending January 31, 2022. Management, at this time, cannot reasonably determine the period when and if the put right will be exercised by the noncontrolling interest shareholders. Letters of Credit On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement providing for letter of credit capacity of up to $1.2 million. On October 8, 2019, the Company entered into an amendment to its letter of credit reimbursement and security agreement and extended the term to October 8, 2024. As of December 31, 2021, the Company had letters of credit totaling $871,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash. In addition, the Current 2021 ABL Facility provides for letter of credit capacity of up to $5 million subject to certain limitations on availability. Other Contingencies The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2021 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | 14. QUARTERLY FINANCIAL DATA (UNAUDITED): Quarters Ended 31-Mar June 30 September 30 December 31 (In thousands, except share data) 2021: Net revenue $ 91,440 $ 107,593 $ 111,463 $ 130,966 Operating income 23,757 37,920 34,475 22,391 Net income 461 18,478 14,455 7,273 Consolidated net income attributable to common stockholders 7 17,866 13,876 6,603 BASIC AND DILUTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Consolidated net income per share attributable to common stockholders - basic $ 0.00 $ 0.36 $ 0.27 $ 0.13 Consolidated net income per share attributable to common stockholders - diluted $ 0.00 $ 0.33 $ 0.25 $ 0.12 WEIGHTED AVERAGE SHARES OUTSTANDING Weighted average shares outstanding — basic 48,463,289 49,789,892 51,190,105 51,206,358 Weighted average shares outstanding —diluted 49,053,650 53,780,918 55,080,394 55,084,927 Quarters Ended March 31 (a) June 30 September 30 (a) December 31 (a) (In thousands, except share data) 2020: Net revenue $ 94,875 $ 76,008 $ 91,912 $ 113,542 Operating (loss) income (27,287) 20,382 3,968 34,533 Net (loss) income (23,058) 1,642 (12,277) 27,124 Consolidated net (loss) income attributable to common stockholders (23,187) 1,420 (12,772) 26,426 BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Consolidated net (loss) income per share attributable to common stockholders - basic $ (0.51) $ 0.03 $ (0.29) $ 0.58 Consolidated net (loss) income per share attributable to common stockholders - diluted $ (0.51) $ 0.03 $ (0.29) $ 0.55 WEIGHTED AVERAGE SHARES OUTSTANDING Weighted average shares outstanding — basic 45,228,164 44,806,219 44,175,385 45,942,818 Weighted average shares outstanding —diluted 45,228,164 48,154,262 44,175,385 48,054,418 (a) The net income (loss) from continuing operations for the quarters ended March 31, 2020, September 30, 2020, and December 31, 2020 includes approximately $53.6 million, $29.1 million, and $1.7 million, respectively of impairment charges. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION: The Company has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure. The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including TV One’s and CLEO TV’s results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. Operating loss or income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany revenue earned and expenses charged between segments are recorded at estimated fair value and eliminated in consolidation. The accounting policies described in the summary of significant accounting policies in Note 1 – Organization and Summary of Significant Accounting Policies Detailed segment data for the years ended December 31, 2021 and 2020 is presented in the following table: Year Ended December 31, 2021 2020 (In thousands) Net Revenue: Radio Broadcasting $ 140,246 $ 130,573 Reach Media 46,437 30,996 Digital 59,937 35,599 Cable Television 198,180 181,583 Corporate/Eliminations* (3,338) (2,414) Consolidated $ 441,462 $ 376,337 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 98,250 $ 91,052 Reach Media 32,911 22,376 Digital 42,698 29,608 Cable Television 103,049 81,546 Corporate/Eliminations 36,722 26,018 Consolidated $ 313,630 $ 250,600 Depreciation and Amortization: Radio Broadcasting $ 3,135 $ 3,022 Reach Media 208 237 Digital 1,264 1,592 Cable Television 3,738 3,749 Corporate/Eliminations 944 1,141 Consolidated $ 9,289 $ 9,741 Impairment of Long-Lived Assets: Radio Broadcasting $ — $ 84,400 Reach Media — — Digital — — Cable Television — — Corporate/Eliminations — — Consolidated $ — $ 84,400 Operating income (loss): Radio Broadcasting $ 38,861 $ (47,901) Reach Media 13,318 8,383 Digital 15,975 4,399 Cable Television 91,393 96,288 Corporate/Eliminations (41,004) (29,573) Consolidated $ 118,543 $ 31,596 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (3,338) $ (2,414) Capital expenditures by segment are as follows: Radio Broadcasting $ 2,826 $ 2,200 Reach Media 160 82 Digital 1,354 799 Cable Television 385 92 Corporate/Eliminations 1,561 625 Consolidated $ 6,286 $ 3,798 As of December 31, December 31, 2021 2020 (In thousands) Total Assets: Radio Broadcasting $ 627,948 $ 630,174 Reach Media 33,451 38,235 Digital 32,915 23,168 Cable Television 367,896 374,046 Corporate/Eliminations 198,898 129,864 Consolidated $ 1,261,108 $ 1,195,487 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS: On February 7, 2022, the Radio Music License Committee (“RMLC”), an industry group which the Company is a part of, and Global Music Rights, Inc. (“GMR”) reached a settlement and achieved certain conditions which effectuate a four-year license to which the Company is a party for the period April 1, 2022 to March 31, 2026. The license includes an optional three year extended term that the Company may effectuate prior to the end of the initial term. On March 7, 2022, the Board of the Company authorized and approved a share repurchase program for up to $25 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock over a period of 24 months. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board also approved a repurchase program for up to $50 million of the Company's outstanding 7.375% Senior Secured Notes due 2028. The Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares/bonds at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common stock and/or bonds in accordance with the terms of the plan. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock or bonds pursuant to its repurchase programs. The Company’s share repurchase programs do not obligate it to acquire any specific number of shares or bonds. The Company cannot predict when or if it will repurchase any shares of common stock or bonds as such repurchase programs will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | Balance Additions at Charged Acquired Balance Beginning to from at End Description of Year Expense Acquisitions Deductions of Year (In thousands) Allowance for Doubtful Accounts: 2021 $ 7,956 $ 1,584 $ — $ 797 $ 8,743 2020 7,416 $ 1,394 $ — $ 854 $ 7,956 Balance Additions at Charged Acquired Balance Beginning to from at End Description of Year Expense Acquisitions Deductions of Year (In thousands) Valuation Allowance for Deferred Tax Assets: 2021 $ 277 $ — $ — $ 13 $ 264 2020 249 $ 28 $ — $ — $ 277 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | (a) Organization Urban One, Inc., a Delaware corporation, and its subsidiaries, (collectively, “Urban One,” the “Company”, “we”, “our” and/or “us”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of December 31, 2021, we owned and/or operated 64 independently formatted, revenue producing broadcast stations (including 54 FM or AM stations, 8 HD stations, and the 2 low power television stations we operate) located in 13 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content platform targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up! Mornings with Erica Campbell Show, Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to communicate with African-American and urban audiences. On January 19, 2019, the Company launched CLEO TV, a lifestyle and entertainment network targeting Millennial and Gen X women of color. CLEO TV offers quality content that defies negative and cultural stereotypes of today's modern women. The results of CLEO TV's operations are reflected in the Company's cable television segment. Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate other brands, such as TV One, CLEO TV, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 15 – Segment Information.) |
Basis of Presentation | (b) Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make certain estimates and assumptions. These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements. The Company bases these estimates on historical experience, current economic environment or various other assumptions that are believed to be reasonable under the circumstances. However, continuing economic uncertainty and any disruption in financial markets increase the possibility that actual results may differ from these estimates. |
Principles of Consolidation | (c) Principles of Consolidation The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and money market funds at various commercial banks that have original maturities of 90 days or less. Investments with contractual maturities of 90 days or less from the date of original purchase are classified as cash and cash equivalents. For cash and cash equivalents, cost approximates fair value. The Company’s cash and cash equivalents are insured by the Federal Deposit Insurance Corporation up to $250,000 per account. The Company has amounts held with banks that may exceed the amount of insurance provided on such accounts. Generally, the balances may be redeemed upon demand and are maintained with financial institutions of reputable credit, and therefore, bear minimal credit risk. On July 29, 2021, RVA Entertainment Holdings, LLC (“RVAEH”), a wholly owned unrestricted subsidiary of the Company, entered into a Host Community Agreement (the “Original HCA”) with the City of Richmond (the “City”) for the development of the ONE Casino + Resort (the “Project”). The Original HCA imposed certain obligations on RVAEH in connection with the development of the Project, including a $26 million upfront payment (the “Upfront Payment”) due upon successful passage of a citywide referendum permitting development of the Project (the “Referendum”). In connection with the Original HCA, RVAEH and its development partner Pacific Peninsula Entertainment funded the Upfront Payment into escrow to be released to the City upon successful passage of the Referendum or back to RVAEH in the event the Referendum failed. On November 2, 2021, the Referendum was conducted, and the resort project was narrowly defeated. However, on January 24, 2022, the Richmond City Council adopted a new resolution in continued efforts to bring the Project to the City. The new resolution was the first step in pursuit of a second referendum. The City and RVAEH then entered into a new Host Community Agreement (the “New HCA”) which also included an Upfront Payment to be held in escrow and payable upon successful passage of a citywide referendum permitting development of the Project. Upon obtaining precertification for RVAEH, by the Virginia Lottery Board, the City will then pursue an order from the Circuit Court for the City ordering a second referendum. If the City is successful in obtaining the precertification and the Court orders a second referendum, it is currently anticipated the second referendum would occur in November 2022. If the voters approve the referendum then the Commonwealth may issue one license permitting operation of a casino in Richmond. As a result of the efforts to obtain a second referendum, including execution of the New HCA, the Upfront Payment remains in escrow. Therefore, the Company’s portion of the Upfront Payment, approximately $19.5 million is classified as restricted cash on the balance sheet as of December 31, 2021. |
Trade Accounts Receivable | (e) Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s estimate of the amount of probable losses in the Company’s existing accounts receivable portfolio. The Company determines the allowance based on the aging of the receivables, the impact of economic conditions on the advertisers’ ability to pay and other factors. Inactive delinquent accounts that are past due beyond a certain amount of days are written off and often pursued by other collection efforts. Bankruptcy accounts are immediately written off upon receipt of the bankruptcy notice from the courts. |
Goodwill and Indefinite-Lived Intangible Assets (Primarily Radio Broadcasting Licenses) | (f) Goodwill and Indefinite-Lived Intangible Assets (Primarily Radio Broadcasting Licenses) In connection with past acquisitions, a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. In accordance with Accounting Standards Codification (“ASC”) 350, “ Intangibles - Goodwill and Other,” annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Radio broadcasting license impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. With the assistance of a third-party valuation firm, we test for radio broadcasting license impairment at the unit of accounting level using the income approach, which involves, but is not limited to, judgmental estimates and assumptions about projected revenue growth, future operating margins, discount rates and terminal values. In testing for goodwill impairment, we also rely primarily on the income approach that estimates the fair value of the reporting unit. We then perform a market-based analysis by comparing the average implied multiple arrived at based on our cash flow projections and estimated fair values to multiples for actual recently completed sale transactions and by comparing the total of the estimated fair values of our reporting units to the market capitalization of the Company. We recognize an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. The impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit. |
Impairment of Long-Lived Assets and Intangible Assets, Excluding Goodwill and Indefinite-Lived Intangible Assets | (g) Impairment of Long-Lived Assets and Intangible Assets, Excluding Goodwill and Indefinite-Lived Intangible Assets The Company accounts for the impairment of long-lived assets and intangible assets, excluding goodwill and other indefinite-lived intangible assets, in accordance with ASC 360, “Property, Plant and Equipment |
Financial Instruments | (h) Financial Instruments Financial instruments as of December 31, 2021 and December 31, 2020, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of December 31, 2021 and December 31, 2020, except for the Company’s long-term debt. On June 1, 2021, the Company borrowed approximately $7.5 million on a new PPP loan (as defined in Note 9 – Long-Term Debt ). The PPP Loan had a carrying value of approximately $7.5 million and fair value of approximately $7.5 million as of December 31, 2021. The fair value of the PPP Loan, classified as a Level 2 instrument, was determined based on the fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. On January 25, 2021, the Company borrowed $825 million in aggregate principal amount of senior secured notes due February 2028 (the “2028 Notes”). The 7.375% 2028 Notes had a carrying value of approximately $825.0 million and fair value of approximately $851.8 million as of December 31, 2021. The fair values of the 2028 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. The Company used the net proceeds from the 2028 Notes, together with cash on hand, to repay or redeem: (1) the 2017 Credit Facility; (2) the 2018 Credit Facility; (3) the MGM National Harbor Loan; (4) the remaining amounts of our 7.375% Notes; and (5) our 8.75% Notes that were issued in the November 2020 Exchange Offer (all as defined below). Upon settlement of the 2028 Notes Offering, the 2017 Credit Facility, the 2018 Credit Facility and the MGM National Harbor Loan were terminated and the indentures governing the 7.375% Notes and the 8.75% Notes were satisfied and discharged. The 7.375% Senior Secured Notes that are due in April 2022 (the “ 7.375% Notes”) had a carrying value of approximately $3.0 million and fair value of approximately $2.8 million as of December 31, 2020. The fair values of the 7.375% Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on a $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $317.3 million and fair value of approximately $293.5 million as of December 31, 2020. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company closed on a $192.0 million unsecured credit facility (the “2018 Credit Facility”) which had a carrying value of approximately $129.9 million and fair value of approximately $132.5 million as of December 31, 2020. The fair value of the 2018 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company also closed on a $50.0 million secured credit loan (the “MGM National Harbor Loan”) which had a carrying value of approximately $57.9 million and fair value of approximately $64.8 million as of December 31, 2020. The fair value of the 2018 MGM National Harbor Loan, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On November 9, 2020, we completed an exchange (the “November 2020 Exchange Offer”) of 99.15% of our outstanding 7.375% Notes for $347.0 million aggregate principal amount of newly issued 8.75% Senior Secured Notes due December 2022 (the “ 8.75% Notes”). As of December 31, 2020, the 8.75% Notes had a carrying value of approximately $347.0 million and fair value of approximately $338.0 million. There was no balance outstanding on the Company’s asset-backed credit facility as of December 31, 2021 and December 31, 2020. |
Revenue Recognition | (i) Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers, Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $16.7 million and $17.5 million for the years ended December 31, 2021 and 2020, respectively. Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered or when “click through” purchases are made, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise. In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue. Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $16.9 million and $14.6 million for the years ended December 31, 2021 and 2020, respectively. Revenue by Contract Type The following chart shows our net revenue (and sources) for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Net Revenue: Radio Advertising $ 165,244 $ 137,849 Political Advertising 3,494 22,484 Digital Advertising 59,812 34,131 Cable Television Advertising 95,589 79,732 Cable Television Affiliate Fees 102,380 99,489 Event Revenues & Other 14,943 2,652 Net Revenue (as reported) $ 441,462 $ 376,337 Contract assets and liabilities Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income, reserve for audience deficiency and unearned event income) that are not separately stated in our consolidated balance sheets at December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 (In thousands) Contract assets: Unbilled receivables $ 10,735 $ 5,798 Contract liabilities: Customer advances and unearned income $ 7,494 $ 4,955 Reserve for audience deficiency 6,020 3,544 Unearned event income — 5,921 Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed and are included in accounts receivable on the consolidated balance sheets. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term and are included in other current liabilities on the consolidated balance sheets. The reserve for audience deficiency represents the portion of revenue that is deferred until the shortfall in contracts where the ratings were guaranteed is settled, typically by providing additional advertising units generally within one year of the original airing. Unearned event income represents payments by customers for upcoming events. For customer advances and unearned income as of January 1, 2021, approximately $3.0 million was recognized as revenue during the year ended December 31, 2021. For unearned event income as of January 1, 2021, approximately $5.9 million was recognized during the year ended December 31, 2021 as the event took place during the fourth quarter of 2021. For customer advances and unearned income as of January 1, 2020, approximately $2.3 million was recognized as revenue during the year ended December 31, 2020. For unearned event income as of January 1, 2020, there was no revenue recognized during the year ended December 31, 2020. Practical expedients and exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Launch Support | (j) Launch Support The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. For the year ended December 31, 2021, the Company did not pay any launch support for carriage initiation, however during the year ended December 31, 2020, there was a non-cash launch support addition of approximately $1.7 million for carriage initiation. The weighted-average amortization period for launch support was approximately 7.1 years as of December 31, 2021, and approximately 7.4 years as of December 31, 2020. The remaining weighted-average amortization period for launch support was 3.3 years and 4.5 years as of December 31, 2021 and December 31, 2020, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For the years ended December 31, 2021 and 2020, launch support asset amortization of $422,000 and $422,000, respectively, was recorded as a reduction of revenue, and approximately $1.2 million and $664,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. The gross value and accumulated amortization of the launch assets is as follows: As of December 31, 2021 2020 (In thousands) Launch assets $ 9,021 $ 9,021 Less: Accumulated amortization (4,724) (3,124) Launch assets, net $ 4,297 $ 5,897 Future estimated launch support amortization expense or revenue reduction related to launch assets for years 2022 through 2026 is as follows: (In thousands) 2022 $ 1,424 2023 $ 1,424 2024 $ 936 2025 $ 358 2026 $ 155 |
Barter Transactions | (k) Barter Transactions For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the years ended December 31, 2021 and 2020, barter transaction revenues were approximately $1.8 million and $2.1 million, respectively. Additionally, for the years ended December 31, 2021 and 2020, barter transaction costs were reflected in programming and technical expenses of approximately $1.2 million and $1.5 million, respectively, and selling, general and administrative expenses of $606,000 and $570,000, respectively. |
Advertising and Promotions | (l) Advertising and Promotions The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses for the years ended December 31, 2021 and 2020, were approximately $24.7 million and $15.5 million, respectively. |
Income Taxes | (m) Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Conversely, if management determines that the Company would not be able to realize the recorded amount of deferred tax assets in the future, the Company would make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in other current liabilities on the consolidated balance sheets. |
Stock-Based Compensation | (n) Stock-Based Compensation The Company accounts for stock-based compensation for stock options and restricted stock grants in accordance with ASC 718, “Compensation - Stock Compensation.” Employment Agreement Award Stockholders’ Equity. |
Segment Reporting and Major Customers | (o) Segment Reporting and Major Customers In accordance with ASC 280, “ Segment Reporting The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including TV One’s and CLEO TV's results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. No single customer accounted for over 10% of our consolidated net revenues or accounts receivable during either of the years ended December 31, 2021 or 2020. |
Earnings Per Share | (p) Earnings Per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of potential dilutive common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. In each of the years ended December 31, 2021 and 2020, the amount of earnings per share would pertain to each of our classes of common stock (Classes A, B, C and D) because the holders of each class are entitled to equal per share dividends or distributions in liquidation in accordance with the Company’s Amended and Restated Certificate of Incorporation. The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Year Ended December 31, 2021 2020 (Unaudited) (In Thousands) Numerator: Net income (loss) attributable to common stockholders $ 38,352 $ (8,113) Denominator: Denominator for basic net income (loss) per share - weighted average outstanding shares 50,163,600 45,041,467 Effect of dilutive securities: Stock options and restricted stock 3,973,041 — Denominator for diluted net income (loss) per share - weighted-average outstanding shares 54,136,641 45,041,467 Net income (loss) attributable to common stockholders per share – basic $ 0.76 $ (0.18) Net income (loss) attributable to common stockholders per share –diluted $ 0.71 $ (0.18) All stock options and restricted stock awards were excluded from the diluted calculation for the year ended December 31, 2020, as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation. Year Ended December 31, 2020 (In thousands) Stock options 4,019 Restricted stock awards 1,879 |
Fair Value Measurements | (q) Fair Value Measurements We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 Level 2 Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. As of December 31, 2021, and December 31, 2020, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (In thousands) As of December 31, 2021 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,193 — — $ 28,193 Total $ 28,193 $ — $ — $ 28,193 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 17,015 $ — $ — $ 17,015 As of December 31, 2020 Liabilities subject to fair value measurement: Contingent consideration (c) $ 780 — — $ 780 Employment agreement award (a) 25,603 — — 25,603 Total $ 26,383 $ — $ — $ 26,383 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 12,701 $ — $ — $ 12,701 (a) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis). The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The long-term portion of the award is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. (b) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. (c) This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration. There were no transfers in or out of Level 1, 2, or 3 during the years ended December 31, 2021 and 2020. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2021 and 2020: Employment Redeemable Contingent Agreement Noncontrolling Consideration Award Interests (In thousands) Balance at December 31, 2019 $ 1,921 $ 27,017 $ 10,564 Net income attributable to redeemable noncontrolling interests — — 1,544 Dividends paid to redeemable noncontrolling interests — — (2,802) Distribution (1,188) (3,685) — Change in fair value 47 2,271 3,395 Balance at December 31, 2020 $ 780 $ 25,603 $ 12,701 Net income attributable to redeemable noncontrolling interests — — 2,315 Dividends paid to redeemable noncontrolling interests — — (2,400) Distribution (1,060) (3,573) — Change in fair value 280 6,163 4,399 Balance at December 31, 2021 $ — $ 28,193 $ 17,015 The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at December 31, 2021 $ (280) $ (6,163) $ — The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at December 31, 2020 $ (47) $ (2,271) $ — Losses and gains included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award and included as selling, general and administrative expenses for contingent consideration for the years ended December 31, 2021 and 2020. For Level 3 assets and liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows: As of As of December 31, December 31, Significant 2021 2020 Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Contingent consideration Monte Carlo Simulation Expected volatility * 29.5 % Contingent consideration Monte Carlo Simulation Discount Rate * 16.5 % Employment agreement award Discounted Cash Flow Discount Rate 9.5 % 10.5 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 0.5 % 1.0 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.5 % 11.0 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 0.4 % 1.0 % * Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements. Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. There was no impairment recorded for the year ended December 31, 2021 and the Company recorded an impairment charge of approximately $84.4 million for the year ended December 31, 2020 related to goodwill and radio broadcasting licenses. As of December 31, 2021, the total recorded carrying values of goodwill and radio broadcasting licenses were approximately $223.4 million and $505.2 million, respectively. Pursuant to ASC 350, “ Intangibles – Goodwill and Other Goodwill, Radio Broadcasting Licenses and Other Intangible Assets. |
Software and Web Development Costs | (r) Software and Web Development Costs The Company capitalizes direct internal and external costs incurred to develop internal-use computer software during the application development stage pursuant to ASC 350-40, “ Intangibles – Goodwill and Other.” Website Development Costs” |
Redeemable noncontrolling interest | (s) Redeemable noncontrolling interests Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital. |
Investments - Cost Method | (t) Investments Cost Method On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. On November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. The value of our MGM investment is included in other assets on the consolidated balance sheets and its distribution income in the amount of approximately $7.7 million and $4.9 million, for the years ended December 31, 2021 and 2020, respectively, is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review in the normal course. The Company reviewed the investment during 2021 and 2020 and concluded that no impairment to the carrying value was required. There has been no impairment of the investment to date. As of December 31, 2020, the Company’s interest in the MGM National Harbor Casino secured the MGM National Harbor Loan. Upon settlement of the 2028 Notes (which paid off the MGM National Harbor Loan), the Company’s subsidiaries of Radio One Entertainment Holdings, LLC and Urban One Entertainment SPV, LLC became guarantors under the 2028 Notes along with the Company’s other subsidiaries. |
Content Assets | (u) Content Assets Our cable television segment has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to five years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing. For programming that is predominantly monetized as part of a content group, which includes our acquired and commissioned programs, capitalized costs are amortized based on an estimate of our usage and benefit from such programming. The estimates require management’s judgement and include consideration of factors such as expected revenues to be derived from the programming, the expected number of future airings, and, if applicable, the length of the license period. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statement of operations as programming and technical expenses. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, “ Entertainment – Films Content that is predominantly monetized within a film group is assessed for impairment at the film group level and is tested for impairment if circumstances indicate that the fair value of the content within the film group is less than its unamortized costs. A significant decrease in the amount of ultimate revenue expected to be recognized was determined for one of the film groups, and as a result, the Company recorded an impairment and additional amortization expense of $695,000, as a result of evaluating its contracts for impairment for the year ended December 31, 2021. The Company did not record any additional amortization expense for the year ended December 31, 2020. Impairment and amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset. Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs. |
Impact of Recently Issued Accounting Pronouncements | (v) Impact of Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Related Party Transactions | (w) Related Party Transactions Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage ® ® ® ® ® ® Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation. Such services are provided to the Foundation on a pass-through basis at cost. Additionally, from time to time, the Foundation reimburses Reach Media for expenditures paid on its behalf at Reach Media-related events. Under these arrangements, as of December 31, 2021 and 2020, the Foundation owed $4,000 and $6,000, respectively, to Reach Media. For the year ended December 31, 2021, Reach Media's revenues, expenses, and operating income for the Fantastic Voyage were approximately $7.0 million, $6.6 million, and $400,000, respectively. The Fantastic Voyage took place during the fourth quarter of 2021. Due to the aforementioned rescheduling of the Fantastic Voyage resulting from impacts of the COVID pandemic, no cruise was operated in 2020. Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc. (“BMI”), a performance rights organization. During the years ended December 31, 2021 and 2020, the Company incurred expense of approximately $4.7 million and $3.2 million, respectively. As of December 31, 2021 and 2020, the Company owed BMI $423,000 and ($398,000) , respectively. |
Leases | (x) Leases On January 1, 2019, with the adoption of ASC 842, “ Leases, ASC 842 results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of right of use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases. Upon adoption of ASC 842, deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. Many of the Company's leases provide for renewal terms and escalation clauses, which are factored into calculating the lease liabilities when appropriate. The implicit rate within the Company's lease agreements is generally not determinable and as such the Company’s collateralized borrowing rate is used. The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: Year Ended December 31, 2021 2020 (Dollars In thousands) Operating Lease Cost (Cost resulting from lease payments) $ 13,055 $ 12,687 Variable Lease Cost (Cost excluded from lease payments) 40 143 Total Lease Cost $ 13,095 $ 12,830 Operating Lease - Operating Cash Flows (Fixed Payments) $ 13,784 $ 13,243 Operating Lease - Operating Cash Flows (Liability Reduction) $ 9,124 $ 8,354 Weighted Average Lease Term - Operating Leases 4.94 years 5.37 years Weighted Average Discount Rate - Operating Leases 11.00 % 11.00 % As of December 31, 2021, maturities of lease liabilities were as follows: For the Year Ended December 31, (Dollars in thousands) 2022 $ 13,685 2023 11,750 2024 10,639 2025 5,903 2026 3,712 Thereafter 8,209 Total future lease payments 53,898 Imputed interest 12,598 Total $ 41,300 |
Going Concern Assessment | (y) Going Concern Assessment As part of its internal control framework, the Company routinely performs a going concern assessment. We have concluded that the Company has sufficient capacity to meet its financing obligations, that cash flows from operations are sufficient to meet the liquidity needs and/or has sufficient capacity to access asset-backed facility funds to finance working capital needs should the need arise. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of net revenue (and sources) | The following chart shows our net revenue (and sources) for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Net Revenue: Radio Advertising $ 165,244 $ 137,849 Political Advertising 3,494 22,484 Digital Advertising 59,812 34,131 Cable Television Advertising 95,589 79,732 Cable Television Affiliate Fees 102,380 99,489 Event Revenues & Other 14,943 2,652 Net Revenue (as reported) $ 441,462 $ 376,337 |
Schedule of contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) | Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income, reserve for audience deficiency and unearned event income) that are not separately stated in our consolidated balance sheets at December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 (In thousands) Contract assets: Unbilled receivables $ 10,735 $ 5,798 Contract liabilities: Customer advances and unearned income $ 7,494 $ 4,955 Reserve for audience deficiency 6,020 3,544 Unearned event income — 5,921 |
Schedule of gross value and accumulated amortization of the launch assets | The gross value and accumulated amortization of the launch assets is as follows: As of December 31, 2021 2020 (In thousands) Launch assets $ 9,021 $ 9,021 Less: Accumulated amortization (4,724) (3,124) Launch assets, net $ 4,297 $ 5,897 |
Schedule of future estimated launch support amortization expense | Future estimated launch support amortization expense or revenue reduction related to launch assets for years 2022 through 2026 is as follows: (In thousands) 2022 $ 1,424 2023 $ 1,424 2024 $ 936 2025 $ 358 2026 $ 155 |
Schedule of calculation of basic and diluted earnings per share from continuing operations | The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Year Ended December 31, 2021 2020 (Unaudited) (In Thousands) Numerator: Net income (loss) attributable to common stockholders $ 38,352 $ (8,113) Denominator: Denominator for basic net income (loss) per share - weighted average outstanding shares 50,163,600 45,041,467 Effect of dilutive securities: Stock options and restricted stock 3,973,041 — Denominator for diluted net income (loss) per share - weighted-average outstanding shares 54,136,641 45,041,467 Net income (loss) attributable to common stockholders per share – basic $ 0.76 $ (0.18) Net income (loss) attributable to common stockholders per share –diluted $ 0.71 $ (0.18) |
Schedule of earning per share by potential common shares | Year Ended December 31, 2020 (In thousands) Stock options 4,019 Restricted stock awards 1,879 |
Schedule of fair values of our financial assets and liabilities measured at fair value on a recurring basis | As of December 31, 2021, and December 31, 2020, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (In thousands) As of December 31, 2021 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,193 — — $ 28,193 Total $ 28,193 $ — $ — $ 28,193 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 17,015 $ — $ — $ 17,015 As of December 31, 2020 Liabilities subject to fair value measurement: Contingent consideration (c) $ 780 — — $ 780 Employment agreement award (a) 25,603 — — 25,603 Total $ 26,383 $ — $ — $ 26,383 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 12,701 $ — $ — $ 12,701 (a) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis). The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The long-term portion of the award is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. (b) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. (c) This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration. |
Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis | Employment Redeemable Contingent Agreement Noncontrolling Consideration Award Interests (In thousands) Balance at December 31, 2019 $ 1,921 $ 27,017 $ 10,564 Net income attributable to redeemable noncontrolling interests — — 1,544 Dividends paid to redeemable noncontrolling interests — — (2,802) Distribution (1,188) (3,685) — Change in fair value 47 2,271 3,395 Balance at December 31, 2020 $ 780 $ 25,603 $ 12,701 Net income attributable to redeemable noncontrolling interests — — 2,315 Dividends paid to redeemable noncontrolling interests — — (2,400) Distribution (1,060) (3,573) — Change in fair value 280 6,163 4,399 Balance at December 31, 2021 $ — $ 28,193 $ 17,015 The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at December 31, 2021 $ (280) $ (6,163) $ — The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at December 31, 2020 $ (47) $ (2,271) $ — |
Schedule of significant unobservable input value | For Level 3 assets and liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows: As of As of December 31, December 31, Significant 2021 2020 Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Contingent consideration Monte Carlo Simulation Expected volatility * 29.5 % Contingent consideration Monte Carlo Simulation Discount Rate * 16.5 % Employment agreement award Discounted Cash Flow Discount Rate 9.5 % 10.5 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 0.5 % 1.0 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.5 % 11.0 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 0.4 % 1.0 % * |
Schedule of the components of lease expense and the weighted average remaining lease term and the weighted average discount rate | The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: Year Ended December 31, 2021 2020 (Dollars In thousands) Operating Lease Cost (Cost resulting from lease payments) $ 13,055 $ 12,687 Variable Lease Cost (Cost excluded from lease payments) 40 143 Total Lease Cost $ 13,095 $ 12,830 Operating Lease - Operating Cash Flows (Fixed Payments) $ 13,784 $ 13,243 Operating Lease - Operating Cash Flows (Liability Reduction) $ 9,124 $ 8,354 Weighted Average Lease Term - Operating Leases 4.94 years 5.37 years Weighted Average Discount Rate - Operating Leases 11.00 % 11.00 % |
Schedule of maturities of lease liabilities | For the Year Ended December 31, (Dollars in thousands) 2022 $ 13,685 2023 11,750 2024 10,639 2025 5,903 2026 3,712 Thereafter 8,209 Total future lease payments 53,898 Imputed interest 12,598 Total $ 41,300 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS AND DISPOSITIONS | |
Schedule of major categories of assets held for sale | As of December 31, 2020 (In thousands) Property and equipment, net $ 2,144 Goodwill 470 Radio broadcasting licenses 30,606 Right of use assets 1,071 Lease liabilities (1,630) Assets held for sale, net $ 32,661 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
Schedule Of Property and Equipment | Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the related estimated useful lives. Property and equipment consists of the following: As of December 31, Estimated 2021 2020 Useful Lives (In thousands) Land and improvements $ 4,128 $ 2,372 — Buildings 3,241 2,654 31 years Transmitters and towers 43,466 39,277 7‑15 years Equipment 63,192 59,537 3 Furniture and fixtures 9,397 9,019 6 years Software and web development 31,337 29,741 3 years Leasehold improvements 24,727 24,449 Lease Term Construction-in-progress 476 372 — 179,964 167,421 Less: Accumulated depreciation and amortization (153,673) (148,229) Property and equipment, net $ 26,291 $ 19,192 |
GOODWILL, RADIO BROADCASTING _2
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | |
Schedule of Radio Broadcasting licenses impairment test | Radio Broadcasting October 1, October 1, September 30, March 31, Licenses 2021 2020 2020 (a) 2020 (a) Impairment charge (in millions) $ — $ 1.7* $ 19.1 $ 47.7 Discount Rate 9.0 % 9.0 % 9.0 % 9.5 % Year 1 Market Revenue Growth Rate Range 6.1% – 8.0 % (10.7)% – (16.0) % (10.7)% – (16.8) % (13.3) % Long-term Market Revenue Growth Rate Range 0.7% – 1.0 % 0.7% – 1.1 % 0.7% – 1.1 % 0.7% – 1.1 % Mature Market Share Range 6.2% – 23.2 % 6.7% – 23.9 % 6.7% – 23.9 % 6.9% – 25.0 % Mature Operating Profit Margin Range 26.9% – 36.1 % 27.7% – 37.1 % 27.7% – 37.1 % 27.6% – 39.7 % (a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting. (*) License fair value based on estimated asset sale consideration. |
Schedule of broadcasting licenses carrying value | The Company’s total broadcasting licenses carrying value is approximately $505.2 million as of December 31, 2021. The units of accounting reflected in the table below are not disclosed on a specific market basis so as to not make sensitive information publicly available that could be competitively harmful to the Company. Radio Broadcasting Licenses Carrying Balances As of Net As of December 31, Increase December 31, Unit of Accounting 2020 (Decrease) 2021 (In thousands) Unit of Accounting 2 $ 3,086 — 3,086 Unit of Accounting 5 13,525 — 13,525 Unit of Accounting 7 15,223 — 15,223 Unit of Accounting 11 15,560 — 15,560 Unit of Accounting 4 16,142 21,082 37,224 Unit of Accounting 14 19,070 — 19,070 Unit of Accounting 6 22,642 — 22,642 Unit of Accounting 12 32,968 — 32,968 Unit of Accounting 13 39,646 — 39,646 Unit of Accounting 8 52,515 — 52,515 Unit of Accounting 16 54,670 — 54,670 Unit of Accounting 1 84,369 — 84,369 Unit of Accounting 10 114,650 — 114,650 Total $ 484,066 $ 21,082 $ 505,148 |
Schedule of Radio Media Goodwill | October 1, October 1, Reach Media Segment Goodwill 2021 2020 Impairment charge (in millions) $ — $ — Discount Rate 11.5 % 11.0 % Year 1 Revenue Growth Rate (15.7) % 22.1 % Long-term Revenue Growth Rate (Year 5) 1.0 % 1.0 % Operating Profit Margin Range 24.1 – 26.2 % 18.0% - 19.1 % |
Schedule of Cable Television Segment Goodwill | October 1, October 1, Cable Television Segment Goodwill 2021 2020 Impairment charge (in millions) $ — $ — Discount Rate 9.5 % 10.5 % Year 1 Revenue Growth Rate 11.6 % 4.5 % Long-term Revenue Growth Rate Range (Years 6 – 10) 0.4% - 0.6 % 0.6% - 1.5 % Operating Profit Margin Range 34.9% - 46.4 % 37.2% - 46.1 % |
Schedule of Digital Segment Goodwill | October 1, October 1, Digital Segment Goodwill 2021 2020 Impairment charge (in millions) $ — $ — Discount Rate 14.0 % 14.0 % Year 1 Revenue Growth Rate (20.4) % (5.4) % Long-term Revenue Growth Rate (Years 6 – 10) 2.5% - 6.8 % 3.4% - 6.0 % Operating Profit Margin Range (5.2)% - % (12.5)% - 13.1 % |
Schedule of goodwill impairment Radio Markets Reporting Units | Goodwill (Radio Market October 1, October 1, September 30, March 31, Reporting Units) 2021 (a) 2020 (a) 2020 (a) 2020(a) Impairment charge (in millions) $ — $ — $ 10.0 $ 5.9 Discount Rate 9.0 % 9.0 % 9.0 % 9.5 % Year 1 Market Revenue Growth Rate Range (10.7)% – 25.4 % (12.9)% – 25.9 % (26.6)% – 34.7 % (14.5)% – (12.9) % Long-term Market Revenue Growth Rate Range 0.7% – 1.0 % 0.7% – 1.1 % 0.9% – 1.1 % 0.9% – 1.1 % Mature Market Share Range 6.2% – 16.0 % 6.8% – 16.8 % 8.4% – 12.7 % 11.1% – 13.0 % Mature Operating Profit Margin Range 21.2% – 47.3 % 27.7% – 49.1 % 27.7% – 48.1 % 29.4% – 39.0 % (a) Reflects the key assumptions for testing only those radio markets with remaining goodwill. |
Schedule of changes in carrying amount of goodwill | The table below presents the changes in Company’s goodwill carrying values for its four reportable segments during 2021 and 2020: Radio Reach Cable Broadcasting Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Additions — — — — — Impairments (15,900) — — — (15,900) Accumulated impairment losses (101,848) (16,114) (20,345) — (138,307) Assets held for sale (470) — — — (470) Net goodwill at December 31, 2020 $ 36,782 $ 14,354 $ 7,222 $ 165,044 $ 223,402 Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Additions — — — — — Impairments — — — — — Accumulated impairment losses (117,748) (16,114) (20,345) — (154,207) Audacy asset exchange (470) — — — (470) Net goodwill at December 31, 2021 $ 36,782 $ 14,354 $ 7,222 $ 165,044 $ 223,402 |
Schedule of other intangible assets | Other intangible assets, excluding goodwill, radio broadcasting licenses and the unamortized brand name, are being amortized on a straight-line basis over various periods. Other intangible assets consist of the following: Remaining Weighted- Average As of December 31, Period of Period of 2021 2020 Amortization Amortization (In thousands) Trade names $ 17,425 $ 17,425 1‑5 Years 1.8 Years Intellectual property 9,531 9,531 4‑10 Years 0.0 Years Acquired income leases 127 127 3‑15 Years 9.1 Years Advertiser agreements 46,582 46,789 1‑12 Years 1.3 Years Favorable office and transmitter leases 2,097 2,097 2‑60 Years 38.3 Years Brand names 4,413 4,413 10 Years 5.9 Years Brand names - unamortized 39,690 39,690 Indefinite — Debt cost 1,267 2,053 Debt term 4.1 Years Launch assets 9,021 9,021 Contract length 3.3 Years Other intangibles 715 675 1‑5 Years 1.0 Years 130,868 131,821 Less: Accumulated amortization (80,709) (75,768) Other intangible assets, net $ 50,159 $ 56,053 4.3 Years |
Schedule of estimated amortization expense | The following table presents the Company’s estimate of amortization expense for the years 2022 through 2026 for intangible assets: (In thousands) 2022 $ 3,651 2023 $ 1,225 2024 $ 222 2025 $ 185 2026 $ 165 |
CONTENT ASSETS (Tables)
CONTENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CONTENT ASSETS | |
Schedule Of Finite Lived Content Assets | The gross cost and accumulated amortization of content assets is as follows: As of December 31, Period of 2021 2020 Amortization (In thousands) Produced content assets: Completed $ 397,174 $ 365,806 In-production 12,124 11,029 Licensed content assets acquired: Acquired 66,005 56,913 Content assets, at cost 475,303 433,748 1‑5 Years Less: Accumulated amortization (389,265) (342,139) Content assets, net 86,038 91,609 Current portion (25,883) (28,434) Noncurrent portion $ 60,155 $ 63,175 |
Schedule Of Finite Lived Content Assets Future Amortization Expense | Future estimated content amortization expense related to agreements entered into as of December 31, 2021, for years 2022 through 2026 is as follows: (In thousands) 2022 $ 25,883 2023 $ 18,724 2024 $ 8,505 2025 $ 6,600 2026 $ 2,297 |
Content Payments Fiscal Year Maturity Schedule | Future minimum content payments required under agreements entered into as of December 31, 2021, are as follows: (In thousands) 2022 $ 18,972 2023 $ 2,865 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OTHER CURRENT LIABILITIES | |
Schedule Of Other Current Liabilities | Other current liabilities consist of the following: As of December 31, 2021 2020 (In thousands) Deferred revenue $ 7,494 $ 10,875 Deferred barter revenue 1,271 935 Employment Agreement Award 3,966 3,325 Accrued national representative fees 457 1,087 Accrued miscellaneous taxes 213 562 Income taxes payable 283 600 Tenant allowance 180 242 Contingent consideration — 780 Reserve for audience deficiency 6,020 3,544 Other current liabilities 6,537 4,967 Other current liabilities $ 26,421 $ 26,917 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM DEBT | |
Schedule of long-term debt | Long-term debt consists of the following: As of December 31, 2021 2020 (In thousands) 7.375% Senior Secured Notes due February 2028 $ 825,000 $ — PPP Loan 7,505 — 2018 Credit Facility — 129,935 MGM National Harbor Loan — 57,889 2017 Credit Facility — 317,332 8.75% Senior Secured Notes due December 2022 — 347,016 7.375% Senior Secured Notes due April 2022 — 2,984 Total debt 832,505 855,156 Less: current portion of long-term debt — 23,362 Less: original issue discount and issuance costs 13,889 12,870 Long-term debt, net $ 818,616 $ 818,924 |
Schedule of future scheduled minimum principal payments | Future scheduled minimum principal payments of debt as of December 31, 2021, were as follows: 7.375% Senior Secured Notes due February 2028 PPP Loan Total (In thousands) 2022 $ — $ — $ — 2023 — — — 2024 — — — 2025 — — — 2026 — 7,505 7,505 2027 and thereafter 825,000 — 825,000 Total Debt $ 825,000 $ 7,505 $ 832,505 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of reconciliation of statutory federal income tax | A reconciliation of the statutory federal income taxes to the recorded provision for (benefit from) income taxes from continuing operations is as follows: For the Years Ended December 31, 2021 2020 (In thousands) Statutory federal tax expense/(benefit) $ 11,391 $ (8,620) Effect of state taxes, net of federal benefit 2,131 (1,205) Effect of state rate and tax law changes (1,201) (599) Return to provision adjustments 47 503 Other permanent items (27) (213) Non-deductible meals and entertainment 65 96 Impairment of long-lived intangible assets — 3,339 Non-deductible officer’s compensation 2,055 1,002 Change in valuation allowance (13) 28 IRC Section 382 adjustments (705) (30,143) NOL expirations 610 3,000 Stock-based compensation forfeitures and adjustments — 216 Uncertain tax positions (777) (1,923) Other 1 43 Provision for (benefit from) income taxes $ 13,577 $ (34,476) |
Schedule of components of the (benefit from) provision for income taxes | The components of the provision for (benefit from) income taxes from continuing operations are as follows: For the Years Ended December 31, 2021 2020 (In thousands) Federal: Current $ — $ — Deferred 13,395 (27,162) State: Current 1,063 552 Deferred (881) (7,866) Provision for (benefit from) income taxes $ 13,577 $ (34,476) |
Schedule of components of deferred tax assets and liabilities | As of December 31, 2021 2020 (In thousands) Deferred tax assets: Allowance for doubtful accounts $ 2,111 $ 1,924 Accruals 465 2,358 Fixed assets 486 453 Stock-based compensation 163 290 Deferred financing costs — 1,475 Net operating loss carryforwards 114,217 128,023 Lease liability 10,022 11,592 Interest expense carryforward 15,506 11,934 Other — (200) Total deferred tax assets 142,970 157,849 Valuation allowance for deferred tax assets (264) (277) Total deferred tax asset, net of valuation allowance 142,706 157,572 Deferred tax liabilities: Intangible assets (132,586) (135,848) Right of use asset (9,232) (10,336) Partnership interests (1,964) (1,347) Deferred financing costs (1,196) — Other (201) — Total deferred tax liabilities (145,179) (147,531) Net deferred tax (liability) asset $ (2,473) $ 10,041 |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2021 2020 (In thousands) Balance as of January 1 $ 2,299 $ 4,733 Additions for tax positions related to current years — — Additions (deductions) for tax positions related to prior years 8 (2,434) Deductions for tax positions as a result of the lapse of applicable statutes of limitation (992) — Balance as of December 31 $ 1,315 $ 2,299 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
Schedule of BSM using weighted-average assumptions | These fair values were derived using the BSM with the following weighted-average assumptions: For the Years Ended December 31, 2021 2020 Average risk-free interest rate 0.68 % 0.40 % Expected dividend yield — % — % Expected lives 5.16 years 5.04 years Expected volatility 82.04 % 79.75 % |
Schedule of transaction and other information relating to stock options | Transactions and other information relating to stock options for the years December 31, 2021 and 2020 are summarized below: Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Term Intrinsic Options Exercise Price (In Years) Value Outstanding at December 31, 2019 4,197,000 $ 2.13 6.70 $ 255,000 Grants 879,000 $ 1.83 — — Exercised (1,033,000) $ 1.91 — — Forfeited/cancelled/expired/settled (24,000) $ 3.17 — — Outstanding at December 31, 2020 4,019,000 $ 2.11 6.48 $ 41,000 Grants 41,000 $ 4.32 — — Exercised (230,000) $ 1.70 — — Forfeited/cancelled/expired/settled (59,000) $ 1.27 — — Balance as of December 31, 2021 3,771,000 $ 2.18 5.68 $ 4,660,000 Vested and expected to vest at December 31, 2021 3,770,000 $ 2.17 5.68 $ 4,660,000 Unvested at December 31, 2021 21,000 $ 7.26 9.76 $ — Exercisable at December 31, 2021 3,750,000 $ 2.15 5.66 $ 4,660,000 |
Schedule of transaction and other information relating to restricted stock grants | Transactions and other information relating to restricted stock grants for the years ended December 31, 2021 and 2020 are summarized below: Average Fair Value at Grant Shares Date Unvested at December 31, 2019 1,814,000 $ 2.14 Grants 1,649,000 $ 0.77 Vested (1,739,000) $ 2.14 Forfeited/cancelled/expired — $ — Unvested at December 31, 2020 1,724,000 $ 0.83 Grants 101,000 $ 3.22 Vested (1,749,000) $ 0.83 Forfeited/cancelled/expired — $ Unvested at December 31, 2021 76,000 $ 3.90 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of operating lease and other operating contract obligations | Other Operating Operating Contracts Lease and Agreements Agreements (In thousands) Years ending December 31: 2022 $ 13,164 $ 69,791 2023 11,333 23,117 2024 10,099 19,386 2025 5,377 19,422 2026 3,070 8,452 2027 and thereafter 5,378 9,408 Total $ 48,421 $ 149,576 |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | |
Quarterly Financial Information | Quarters Ended 31-Mar June 30 September 30 December 31 (In thousands, except share data) 2021: Net revenue $ 91,440 $ 107,593 $ 111,463 $ 130,966 Operating income 23,757 37,920 34,475 22,391 Net income 461 18,478 14,455 7,273 Consolidated net income attributable to common stockholders 7 17,866 13,876 6,603 BASIC AND DILUTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Consolidated net income per share attributable to common stockholders - basic $ 0.00 $ 0.36 $ 0.27 $ 0.13 Consolidated net income per share attributable to common stockholders - diluted $ 0.00 $ 0.33 $ 0.25 $ 0.12 WEIGHTED AVERAGE SHARES OUTSTANDING Weighted average shares outstanding — basic 48,463,289 49,789,892 51,190,105 51,206,358 Weighted average shares outstanding —diluted 49,053,650 53,780,918 55,080,394 55,084,927 Quarters Ended March 31 (a) June 30 September 30 (a) December 31 (a) (In thousands, except share data) 2020: Net revenue $ 94,875 $ 76,008 $ 91,912 $ 113,542 Operating (loss) income (27,287) 20,382 3,968 34,533 Net (loss) income (23,058) 1,642 (12,277) 27,124 Consolidated net (loss) income attributable to common stockholders (23,187) 1,420 (12,772) 26,426 BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Consolidated net (loss) income per share attributable to common stockholders - basic $ (0.51) $ 0.03 $ (0.29) $ 0.58 Consolidated net (loss) income per share attributable to common stockholders - diluted $ (0.51) $ 0.03 $ (0.29) $ 0.55 WEIGHTED AVERAGE SHARES OUTSTANDING Weighted average shares outstanding — basic 45,228,164 44,806,219 44,175,385 45,942,818 Weighted average shares outstanding —diluted 45,228,164 48,154,262 44,175,385 48,054,418 (a) The net income (loss) from continuing operations for the quarters ended March 31, 2020, September 30, 2020, and December 31, 2020 includes approximately $53.6 million, $29.1 million, and $1.7 million, respectively of impairment charges. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEGMENT INFORMATION | |
Schedule of segment reporting information | Detailed segment data for the years ended December 31, 2021 and 2020 is presented in the following table: Year Ended December 31, 2021 2020 (In thousands) Net Revenue: Radio Broadcasting $ 140,246 $ 130,573 Reach Media 46,437 30,996 Digital 59,937 35,599 Cable Television 198,180 181,583 Corporate/Eliminations* (3,338) (2,414) Consolidated $ 441,462 $ 376,337 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 98,250 $ 91,052 Reach Media 32,911 22,376 Digital 42,698 29,608 Cable Television 103,049 81,546 Corporate/Eliminations 36,722 26,018 Consolidated $ 313,630 $ 250,600 Depreciation and Amortization: Radio Broadcasting $ 3,135 $ 3,022 Reach Media 208 237 Digital 1,264 1,592 Cable Television 3,738 3,749 Corporate/Eliminations 944 1,141 Consolidated $ 9,289 $ 9,741 Impairment of Long-Lived Assets: Radio Broadcasting $ — $ 84,400 Reach Media — — Digital — — Cable Television — — Corporate/Eliminations — — Consolidated $ — $ 84,400 Operating income (loss): Radio Broadcasting $ 38,861 $ (47,901) Reach Media 13,318 8,383 Digital 15,975 4,399 Cable Television 91,393 96,288 Corporate/Eliminations (41,004) (29,573) Consolidated $ 118,543 $ 31,596 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (3,338) $ (2,414) Capital expenditures by segment are as follows: Radio Broadcasting $ 2,826 $ 2,200 Reach Media 160 82 Digital 1,354 799 Cable Television 385 92 Corporate/Eliminations 1,561 625 Consolidated $ 6,286 $ 3,798 As of December 31, December 31, 2021 2020 (In thousands) Total Assets: Radio Broadcasting $ 627,948 $ 630,174 Reach Media 33,451 38,235 Digital 32,915 23,168 Cable Television 367,896 374,046 Corporate/Eliminations 198,898 129,864 Consolidated $ 1,261,108 $ 1,195,487 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Revenue | $ 130,966 | $ 111,463 | $ 107,593 | $ 91,440 | $ 113,542 | $ 91,912 | $ 76,008 | $ 94,875 | $ 441,462 | $ 376,337 |
Radio Advertising [Member] | ||||||||||
Net Revenue | 165,244 | 137,849 | ||||||||
Political Advertising [Member] | ||||||||||
Net Revenue | 3,494 | 22,484 | ||||||||
Digital Advertising [Member] | ||||||||||
Net Revenue | 59,812 | 34,131 | ||||||||
Cable Television Advertising [Member] | ||||||||||
Net Revenue | 95,589 | 79,732 | ||||||||
Cable Television Affiliate Fees [Member] | ||||||||||
Net Revenue | 102,380 | 99,489 | ||||||||
Event Revenues & Other [Member] | ||||||||||
Net Revenue | $ 14,943 | $ 2,652 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contract assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Contract assets: | ||
Unbilled receivables | $ 5,798 | $ 10,735 |
Contract liabilities: | ||
Customer advances and unearned income | 4,955 | 7,494 |
Reserve for audience deficiency | 3,544 | $ 6,020 |
Unearned event income | $ 5,921 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Launch assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Launch assets | $ 9,021 | $ 9,021 |
Less: Accumulated amortization | (4,724) | (3,124) |
Launch assets, net | $ 4,297 | $ 5,897 |
ORGANIZATION AND SUMMARY OF S_7
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Launch support amortization expense (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2022 | $ 1,424 |
2023 | 1,424 |
2024 | 936 |
2025 | 358 |
2026 | $ 155 |
ORGANIZATION AND SUMMARY OF S_8
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share | ||||||||||
Net income (loss) attributable to common stockholders | $ 6,603 | $ 13,876 | $ 17,866 | $ 7 | $ 26,426 | $ (12,772) | $ 1,420 | $ (23,187) | $ 38,352 | $ (8,113) |
Denominator: | ||||||||||
Denominator for basic net income (loss) per share - weighted average outstanding shares | 51,206,358 | 51,190,105 | 49,789,892 | 48,463,289 | 45,942,818 | 44,175,385 | 44,806,219 | 45,228,164 | 50,163,600 | 45,041,467 |
Effect of dilutive securities: | ||||||||||
Stock options and restricted stock | 3,973,041 | |||||||||
Denominator for diluted net income (loss) per share - weighted-average outstanding shares | 55,084,927 | 55,080,394 | 53,780,918 | 49,053,650 | 48,054,418 | 44,175,385 | 48,154,262 | 45,228,164 | 54,136,641 | 45,041,467 |
Net income (loss) attributable to common stockholders per share - basic | $ 0.13 | $ 0.27 | $ 0.36 | $ 0 | $ 0.58 | $ (0.29) | $ 0.03 | $ (0.51) | $ 0.76 | $ (0.18) |
Net income (loss) attributable to common stockholders per share -diluted | $ 0.12 | $ 0.25 | $ 0.33 | $ 0 | $ 0.55 | $ (0.29) | $ 0.03 | $ (0.51) | $ 0.71 | $ (0.18) |
ORGANIZATION AND SUMMARY OF S_9
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted stock awards (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2020 shares | |
Stock options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,019 |
Restricted stock awards [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,879 |
ORGANIZATION AND SUMMARY OF _10
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities subject to fair value measurement: | |||
Contingent consideration | $ 780 | ||
Employment agreement award | $ 28,193 | 25,603 | |
Total | 28,193 | 26,383 | |
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | 17,015 | [1] | 12,701 |
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities subject to fair value measurement: | |||
Contingent consideration | 780 | ||
Employment agreement award | 28,193 | 25,603 | |
Total | 28,193 | 26,383 | |
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | $ 17,015 | [1] | $ 12,701 |
[1] The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. |
ORGANIZATION AND SUMMARY OF _11
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measured on recurring basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employment Agreement Award [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 25,603 | $ 27,017 |
Net income attributable to redeemable noncontrolling interests | 0 | 0 |
Dividends paid to redeemable noncontrolling interests | 0 | 0 |
Distribution | (3,573) | (3,685) |
Change in fair value | 6,163 | 2,271 |
Balance, end of period | 28,193 | 25,603 |
The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date | (6,163) | (2,271) |
Redeemable Noncontrolling Interest [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | 12,701 | 10,564 |
Net income attributable to redeemable noncontrolling interests | 2,315 | 1,544 |
Dividends paid to redeemable noncontrolling interests | 2,400 | 2,802 |
Distribution | 0 | 0 |
Change in fair value | 4,399 | 3,395 |
Balance, end of period | 17,015 | 12,701 |
The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date | 0 | 0 |
Contingent Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | 780 | 1,921 |
Net income attributable to redeemable noncontrolling interests | 0 | 0 |
Dividends paid to redeemable noncontrolling interests | 0 | 0 |
Distribution | (1,060) | (1,188) |
Change in fair value | 280 | 47 |
Balance, end of period | 0 | 780 |
The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date | $ (280) | $ (47) |
ORGANIZATION AND SUMMARY OF _12
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measurements on recurring and nonrecurring valuation techniques (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Measurement Input, Discount Rate [Member] | Employment Agreement Award [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 9.50% | 10.50% |
Measurement Input, Discount Rate [Member] | Redeemable Noncontrolling Interest [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 11.50% | 11% |
Measurement Input, Long-term Revenue Growth Rate [Member] | Employment Agreement Award [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 0.50% | 1% |
Measurement Input, Long-term Revenue Growth Rate [Member] | Redeemable Noncontrolling Interest [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 0.40% | 1% |
Contingent Consideration [Member] | Measurement Input, Expected volatility [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 29.50% | |
Contingent Consideration [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 16.50% |
ORGANIZATION AND SUMMARY OF _13
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating Lease Cost (Cost resulting from lease payments) | $ 13,055 | $ 12,687 |
Variable Lease Cost (Cost excluded from lease payments) | 40 | 143 |
Total Lease Cost | 13,095 | 12,830 |
Operating Lease - Operating Cash Flows (Fixed Payments) | 13,784 | 13,243 |
Operating Lease - Operating Cash Flows (Liability Reduction) | $ 9,124 | $ 8,354 |
Weighted Average Lease Term - Operating Leases | 4 years 11 months 8 days | 5 years 4 months 13 days |
Weighted Average Discount Rate - Operating Leases | 11% | 11% |
ORGANIZATION AND SUMMARY OF _14
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Maturities of lease (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2022 | $ 13,685 |
2023 | 11,750 |
2024 | 10,639 |
2025 | 5,903 |
2026 | 3,712 |
Thereafter | 8,209 |
Total future lease payments | 53,898 |
Imputed interest | 12,598 |
Total | $ 41,300 |
ORGANIZATION AND SUMMARY OF _15
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Nov. 09, 2020 USD ($) | Jan. 01, 2019 | Dec. 31, 2021 USD ($) item | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) item segment | Dec. 31, 2020 USD ($) | Jul. 29, 2021 USD ($) | Jun. 01, 2021 USD ($) | Feb. 19, 2021 USD ($) | Jan. 25, 2021 USD ($) | Jan. 15, 2021 | Oct. 31, 2020 | Jun. 25, 2020 USD ($) | Nov. 13, 2019 USD ($) | Dec. 31, 2018 | Dec. 20, 2018 USD ($) | Apr. 18, 2017 USD ($) | Nov. 30, 2016 USD ($) | Apr. 21, 2016 USD ($) | Apr. 10, 2015 USD ($) | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Number of independently formatted, revenue producing broadcast stations | item | 64 | 64 | ||||||||||||||||||||||||
Number of FM or AM stations owned or operated | item | 54 | 54 | ||||||||||||||||||||||||
Number of HD stations owned or operated | item | 8 | 8 | ||||||||||||||||||||||||
Number of low power television stations owned or operated | item | 2 | 2 | ||||||||||||||||||||||||
Number of most populous market | item | 13 | 13 | ||||||||||||||||||||||||
Number of reportable segments | segment | 4 | |||||||||||||||||||||||||
Restricted cash | $ 19,973,000 | $ 473,000 | $ 19,973,000 | $ 473,000 | ||||||||||||||||||||||
Carrying value of debt | 832,505,000 | 855,156,000 | 832,505,000 | 855,156,000 | ||||||||||||||||||||||
Accumulated deficit | (766,567,000) | (804,919,000) | (766,567,000) | (804,919,000) | ||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 130,966,000 | $ 111,463,000 | $ 107,593,000 | $ 91,440,000 | 113,542,000 | $ 91,912,000 | $ 76,008,000 | $ 94,875,000 | 441,462,000 | 376,337,000 | ||||||||||||||||
Reassessed Estimated Fair Value of Award | 28,193,000 | 25,603,000 | 28,193,000 | 25,603,000 | ||||||||||||||||||||||
Selling, General and Administrative Expense, Total | 143,187,000 | 109,046,000 | ||||||||||||||||||||||||
Amortization of Intangible Assets | 3,700,000 | 3,900,000 | ||||||||||||||||||||||||
Related Party Transaction, Due from (to) Related Party, Total | 244,000 | 244,000 | ||||||||||||||||||||||||
Operating Income (Loss) | 22,391,000 | $ 34,475,000 | $ 37,920,000 | $ 23,757,000 | 34,533,000 | $ 3,968,000 | $ 20,382,000 | $ (27,287,000) | 118,543,000 | 31,596,000 | ||||||||||||||||
Goodwill | 223,402,000 | 223,402,000 | 223,402,000 | 223,402,000 | ||||||||||||||||||||||
Operating Expenses, Total | 322,919,000 | 344,741,000 | ||||||||||||||||||||||||
Unearned Event Income | 5,921,000 | |||||||||||||||||||||||||
Impairment of Long-Lived Assets Held-for-use | 0 | 84,400,000 | ||||||||||||||||||||||||
Operating Lease, Right-of-Use Asset | 38,044,000 | 40,918,000 | 38,044,000 | 40,918,000 | ||||||||||||||||||||||
Operating Lease, Liability | 41,300,000 | 41,300,000 | ||||||||||||||||||||||||
Retained Earnings (Accumulated Deficit), Total | (766,567,000) | (804,919,000) | (766,567,000) | (804,919,000) | ||||||||||||||||||||||
INTEREST EXPENSE | 65,702,000 | 74,507,000 | ||||||||||||||||||||||||
Goodwill, impairment loss | 0 | 15,900,000 | ||||||||||||||||||||||||
Radio Broadcasting Licenses | 505,148,000 | 484,066,000 | 505,148,000 | 484,066,000 | ||||||||||||||||||||||
Related party expenses | 4,700,000 | 3,200,000 | ||||||||||||||||||||||||
Due to Other Related Parties, Current | 423,000 | $ 423,000 | ||||||||||||||||||||||||
Due from related party | (398,000) | (398,000) | ||||||||||||||||||||||||
Software and web development [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||||||||||||||||||
Property, Plant and Equipment, Estimated Useful Lives | P3Y | |||||||||||||||||||||||||
Host Community Agreement [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Restricted cash | 19,500,000 | $ 19,500,000 | ||||||||||||||||||||||||
Host Community Agreement [Member] | RVA Entertainment Holdings LLC [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Upfront Payment | $ 26,000,000 | |||||||||||||||||||||||||
Accounting Standards Update 2016-02 | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Lease, Practical Expedients, Package [true false] | true | |||||||||||||||||||||||||
Reach Media | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Due to Related Parties | 41,000 | 41,000 | ||||||||||||||||||||||||
Continuing Operations [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Marketing and Advertising Expense | 24,700,000 | 15,500,000 | ||||||||||||||||||||||||
Barter Transactions [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 1,800,000 | 2,100,000 | ||||||||||||||||||||||||
Cost of Goods and Services Sold | 1,200,000 | 1,500,000 | ||||||||||||||||||||||||
Selling, General and Administrative Expense, Total | 606,000 | 570,000 | ||||||||||||||||||||||||
Radio broadcasting and Reach Media segments [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Sales Commissions and Fees | 16,700,000 | 17,500,000 | ||||||||||||||||||||||||
Fantastic Voyage [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Operating Income Guarantee | 1,750,000 | |||||||||||||||||||||||||
Fantastic Voyage [Member] | Reach Media | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 7,000,000 | |||||||||||||||||||||||||
Operating Income (Loss) | 400,000 | |||||||||||||||||||||||||
Operating Expenses, Total | 6,600,000 | |||||||||||||||||||||||||
Digital Segment [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Goodwill | 7,222,000 | 7,222,000 | 7,222,000 | 7,222,000 | ||||||||||||||||||||||
Goodwill, impairment loss | 0 | 0 | ||||||||||||||||||||||||
Goodwill and Radio Broadcasting Licenses [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Goodwill | 223,400,000 | $ 223,400,000 | ||||||||||||||||||||||||
Impairment of Long-Lived Assets Held-for-use | $ 84,400,000 | |||||||||||||||||||||||||
Launch support asset | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Finite Lived Intangible Assets Weighted Average Amortization Period | 7 years 1 month 6 days | 7 years 4 months 24 days | ||||||||||||||||||||||||
Finite Lived Intangible Assets Remaining Weighted Average Amortization Period | 3 years 3 months 18 days | 4 years 6 months | ||||||||||||||||||||||||
Additional Non-cash Launch Support for Carriage Initiation | $ 1,700,000 | |||||||||||||||||||||||||
Selling, General and Administrative Expense, Total | $ 1,200,000 | 664,000 | ||||||||||||||||||||||||
Amortization of Intangible Assets | 422,000 | 422,000 | ||||||||||||||||||||||||
Atlanta Market And Indianapolis Broadcasting Licenses And Goodwill [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Goodwill and intangible assets impairment | 15,900,000 | |||||||||||||||||||||||||
Atlanta Market And Indianapolis Broadcasting Licenses And Goodwill [Member] | Goodwill and Radio Broadcasting Licenses [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Radio Broadcasting Licenses | 505,200,000 | 505,200,000 | ||||||||||||||||||||||||
Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia, Raleigh, Richmond and St. Louis market radio broadcasting licenses | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Goodwill and intangible assets impairment | 68,500,000 | |||||||||||||||||||||||||
Content Assets [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Other Income | 7,700,000 | 4,900,000 | ||||||||||||||||||||||||
Impairment and amortization expense | $ 695,000 | |||||||||||||||||||||||||
Additional amortization expense | 0 | |||||||||||||||||||||||||
Licensing Agreements [Member] | Minimum | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Finite-lived intangible asset, useful life | 1 year | |||||||||||||||||||||||||
Licensing Agreements [Member] | Maximum | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Finite-lived intangible asset, useful life | 5 years | |||||||||||||||||||||||||
Tom Joyner Foundation Inc [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Due to Related Parties | $ 4,000 | 6,000 | $ 4,000 | 6,000 | ||||||||||||||||||||||
Reimbursement Expenditure Guarantee | $ 1,000,000 | |||||||||||||||||||||||||
Percentage of Performance Bonus | 50% | |||||||||||||||||||||||||
Tom Joyner Foundation Inc [Member] | Fantastic Voyage [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Operating Income Guarantee | $ 250,000 | |||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Percentage Of Award Amount | 4% | 4% | ||||||||||||||||||||||||
2028 Notes | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | $ 825,000,000 | $ 825,000,000 | ||||||||||||||||||||||||
Fair value of debt | $ 851,800,000 | $ 851,800,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 7.375% | ||||||||||||||||||||||||
Face amount of debt | $ 825,000,000 | |||||||||||||||||||||||||
MGM National Harbor Loan | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | 57,900,000 | 57,900,000 | ||||||||||||||||||||||||
Fair value of debt | 64,800,000 | 64,800,000 | ||||||||||||||||||||||||
Carrying value of debt | $ 0 | 57,889,000 | $ 0 | 57,889,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | 7% | ||||||||||||||||||||||||
Investment Owned, at Cost | $ 35,000,000 | $ 5,000,000 | ||||||||||||||||||||||||
Face amount of debt | $ 50,000,000 | |||||||||||||||||||||||||
ABL Facility [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | $ 0 | 0 | $ 0 | 0 | ||||||||||||||||||||||
7.375% Senior Secured Notes Are Due In April 2022 [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | $ 347,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||||||||||
Fair value of debt | $ 2,800,000 | $ 2,800,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% | |||||||||||||||||||||
Percentage Of Exchange Of Outstanding Notes | 99.15% | |||||||||||||||||||||||||
8.75% Senior Secured Notes due April 2022 | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | $ 347,000,000 | $ 347,000,000 | ||||||||||||||||||||||||
Fair value of debt | $ 338,000,000 | $ 338,000,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.75% | 8.75% | ||||||||||||||||||||||||
8.75% Senior Secured Notes due December 2022 | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Carrying value of debt | $ 0 | $ 347,016,000 | $ 0 | $ 347,016,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.75% | 8.75% | 8.75% | 8.75% | 8.75% | |||||||||||||||||||||
PPP loan | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Fair value of debt | $ 7,500,000 | $ 7,500,000 | ||||||||||||||||||||||||
Carrying value of debt | $ 7,505,000 | 0 | 7,505,000 | 0 | ||||||||||||||||||||||
Face amount of debt | $ 7,500,000 | |||||||||||||||||||||||||
Tv One Llc [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Sales Commissions and Fees | $ 16,900,000 | 14,600,000 | ||||||||||||||||||||||||
Reach Media Inc [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80% | 80% | ||||||||||||||||||||||||
Urban One [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100% | 100% | ||||||||||||||||||||||||
Customer Advances [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Unearned Event Income | $ 5,900,000 | 0 | ||||||||||||||||||||||||
Unearned Income [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 3,000,000 | 2,300,000 | ||||||||||||||||||||||||
2017 Credit Facility | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | |||||||||||||||||||||||||
Carrying value of debt | $ 0 | 317,332,000 | $ 0 | 317,332,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.75% | 8.75% | 7.375% | |||||||||||||||||||||||
Face amount of debt | $ 350,000,000 | $ 350,000,000 | ||||||||||||||||||||||||
2017 Credit Facility | Senior Secured Credit Facility [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | 317,300,000 | 317,300,000 | ||||||||||||||||||||||||
Fair value of debt | 293,500,000 | 293,500,000 | $ 350,000,000 | |||||||||||||||||||||||
2018 Credit Facility | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | 129,900,000 | 129,900,000 | ||||||||||||||||||||||||
Fair value of debt | 132,500,000 | 132,500,000 | ||||||||||||||||||||||||
Carrying value of debt | $ 0 | 129,935,000 | 0 | 129,935,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | |||||||||||||||||||||||||
Face amount of debt | $ 10,000,000 | 10,000,000 | $ 3,600,000 | $ 192,000,000 | ||||||||||||||||||||||
ABL Facility | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Face amount of debt | $ 37,500,000 | |||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | $ 37,500,000 | $ 25,000,000 | |||||||||||||||||||||||
MGM National Harbor [Member] | ||||||||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||||||||
Other Income | $ 7,700,000 | $ 4,900,000 |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS (Details) | Apr. 20, 2021 USD ($) | Feb. 24, 2020 USD ($) | Dec. 31, 2020 USD ($) | Nov. 06, 2020 item |
ACQUISITIONS AND DISPOSITIONS | ||||
Carrying value | $ 32,700,000 | |||
WFUN FM | ||||
ACQUISITIONS AND DISPOSITIONS | ||||
Assets, held for sale, tangible and intangible disposed | $ 8,000,000 | |||
Proceeds from assets sold | $ 8,000,000 | |||
Number of radio stations transferred | item | 3 | |||
WQMC-LD | ||||
ACQUISITIONS AND DISPOSITIONS | ||||
Total consideration | $ 475,000 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Assets Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale, net | $ 0 | $ 32,661 |
Held for sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Property and equipment, net | 2,144 | |
Goodwill | 470 | |
Radio broadcasting licenses | 30,606 | |
Right of use assets | 1,071 | |
Lease liabilities | (1,630) | |
Assets held for sale, net | $ 32,661 |
ACQUISITIONS AND DISPOSITIONS_3
ACQUISITIONS AND DISPOSITIONS - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Asset Acquisition [Line Items] | |
Radio broadcasting licenses | $ 21,100,000 |
Right of use assets | 1,700,000 |
Advertising credit liability | 1,900,000 |
Operating lease liabilities | 921,000 |
Unfavorable lease liability | 812,000 |
Land and land improvements | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 1,800,000 |
Towers and antennas | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 2,000,000 |
Buildings | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 517,000 |
Transmitters | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 1,000,000 |
Studios | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 712,000 |
Vehicles | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 53,000 |
Furniture and fixtures | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 200,000 |
Computer equipment | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 67,000 |
Other equipment | |
Asset Acquisition [Line Items] | |
Property, plant and equipment | 19,000 |
Audacy and Gateway | |
Asset Acquisition [Line Items] | |
Net gain from transaction | $ 404,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 179,964 | $ 167,421 |
Less: Accumulated depreciation and amortization | (153,673) | (148,229) |
Property and equipment, net | 26,291 | 19,192 |
Depreciation and Amortization: | 9,289 | 9,741 |
Land and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 4,128 | 2,372 |
Property, Plant and Equipment, Estimated Useful Lives | 0 years | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 3,241 | 2,654 |
Property, Plant and Equipment, Estimated Useful Lives | P31Y | |
Transmitters and towers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 43,466 | 39,277 |
Transmitters and towers [Member] | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | P15Y | |
Transmitters and towers [Member] | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 7 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 63,192 | 59,537 |
Equipment [Member] | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | P7Y | |
Equipment [Member] | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | P3Y | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 9,397 | 9,019 |
Property, Plant and Equipment, Estimated Useful Lives | P6Y | |
Software and web development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 31,337 | 29,741 |
Property, Plant and Equipment, Estimated Useful Lives | P3Y | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 24,727 | 24,449 |
Property, Plant and Equipment, Estimated Useful Lives | Lease Term | |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 476 | $ 372 |
Property, Plant and Equipment, Estimated Useful Lives | 0 years |
GOODWILL, RADIO BROADCASTING _3
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Valuation of Broadcasting Licenses (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2021 | Oct. 01, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||||
Pre-tax impairment charge | $ 0 | $ 84,400,000 | ||||||
Radio Broadcasting Licenses [Member] | ||||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||||
Pre-tax impairment charge | $ 0 | $ 1,700,000 | $ 19,100,000 | $ 47,700,000 | $ 19,100,000 | $ 47,700,000 | $ 68,500,000 | |
Discount Rate | 9% | 9% | 9% | 9.50% | 9% | 9.50% | ||
Radio Broadcasting Licenses [Member] | Minimum | ||||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||||
Year 1 Market Revenue Growth Rate Range | 6.10% | (10.70%) | (10.70%) | (13.30%) | (10.70%) | (13.30%) | ||
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% | 0.70% | ||
Mature Market Share Range | 6.20% | 6.70% | 6.70% | 6.90% | 6.70% | 6.90% | ||
Operating Profit Margin Range | 26.90% | 27.70% | 27.70% | 27.60% | 27.70% | 27.60% | ||
Radio Broadcasting Licenses [Member] | Maximum | ||||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||||
Year 1 Market Revenue Growth Rate Range | 8% | (16.00%) | (16.80%) | (16.80%) | ||||
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 1% | 1.10% | 1.10% | 1.10% | 1.10% | 1.10% | ||
Mature Market Share Range | 23.20% | 23.90% | 23.90% | 25% | 23.90% | 25% | ||
Operating Profit Margin Range | 36.10% | 37.10% | 37.10% | 39.70% | 37.10% | 39.70% |
GOODWILL, RADIO BROADCASTING _4
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Carrying Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | $ 505,148 | $ 484,066 |
Radio Broadcasting Licenses Increase (Decrease) | 21,082 | |
Unit Of Accounting 2 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 3,086 | 3,086 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 5 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 13,525 | 13,525 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit Of Accounting 7 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 15,223 | 15,223 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 11 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 15,560 | 15,560 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 4 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 37,224 | 16,142 |
Radio Broadcasting Licenses Increase (Decrease) | 21,082 | |
Unit of Accounting 14 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 19,070 | 19,070 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 6 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 22,642 | 22,642 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 13 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 39,646 | 39,646 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 12 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 32,968 | 32,968 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 8 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 52,515 | 52,515 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 16 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 54,670 | 54,670 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 1 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 84,369 | 84,369 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 10 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 114,650 | $ 114,650 |
Radio Broadcasting Licenses Increase (Decrease) | $ 0 |
GOODWILL, RADIO BROADCASTING _5
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Radio Market Reporting Units (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2021 | Oct. 01, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||||
Pre-tax impairment charge | $ 0 | $ 84,400,000 | ||||||
Radio Market Reporting Units [Member] | ||||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||||
Pre-tax impairment charge | $ 0 | $ 0 | $ 10,000,000 | $ 5,900,000 | $ 10,000,000 | $ 5,900,000 | ||
Discount Rate | 9% | 9% | 9% | 9.50% | 9% | 9.50% | ||
Radio Market Reporting Units [Member] | Minimum | ||||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||||
Year 1 Market Revenue Growth Rate Range | (10.70%) | (12.90%) | (26.60%) | (14.50%) | (26.60%) | (14.50%) | ||
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 0.70% | 0.70% | 0.90% | 0.90% | 0.90% | 0.90% | ||
Mature Market Share Range | 6.20% | 6.80% | 8.40% | 11.10% | 8.40% | 11.10% | ||
Operating Profit Margin Range | 21.20% | 27.70% | 27.70% | 29.40% | 27.70% | 29.40% | ||
Radio Market Reporting Units [Member] | Maximum | ||||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||||
Year 1 Market Revenue Growth Rate Range | 25.40% | 25.90% | 34.70% | (12.90%) | 34.70% | (12.90%) | ||
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 1% | 1.10% | 1.10% | 1.10% | 1.10% | 1.10% | ||
Mature Market Share Range | 16% | 16.80% | 12.70% | 13% | 12.70% | 13% | ||
Operating Profit Margin Range | 47.30% | 49.10% | 48.10% | 39% | 48.10% | 39% |
GOODWILL, RADIO BROADCASTING _6
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Reach Media Segment Goodwill (Details) - USD ($) | 12 Months Ended | |||
Oct. 01, 2021 | Oct. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Pre-tax impairment charge | $ 0 | $ 84,400,000 | ||
Reach Media Segment Goodwill [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Pre-tax impairment charge | $ 0 | $ 0 | ||
Discount Rate | 11.50% | 11% | ||
Year 1 Revenue Growth Rate | (15.70%) | 22.10% | ||
Long-term Revenue Growth Rate (Year 5) | 1% | 1% | ||
Long-term market revenue growth rate period | 5 years | 5 years | ||
Minimum | Reach Media Segment Goodwill [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Operating Profit Margin Range | 24.10% | 18% | ||
Maximum | Reach Media Segment Goodwill [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Operating Profit Margin Range | 26.20% | 19.10% |
GOODWILL, RADIO BROADCASTING _7
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Digital Segment (Details) - USD ($) | 12 Months Ended | |||
Oct. 01, 2021 | Oct. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Pre Tax Impairment Charges | $ 0 | $ 84,400,000 | ||
Digital Segment [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Pre Tax Impairment Charges | $ 0 | $ 0 | ||
Discount Rate | 14% | 14% | ||
Year 1 Revenue Growth Rate | (20.40%) | (5.40%) | ||
Digital Segment [Member] | Maximum | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Long-term Revenue Growth Rate (Years 6 - 10) | 6% | |||
Operating Profit Margin Range | 14.30% | 13.10% | ||
Long-term market revenue growth rate period | 10 years | 10 years | ||
Digital Segment [Member] | Minimum | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Long-term Revenue Growth Rate (Years 6 - 10) | 3.40% | |||
Operating Profit Margin Range | (5.20%) | (12.50%) | ||
Long-term market revenue growth rate period | 6 years | 6 years |
GOODWILL, RADIO BROADCASTING _8
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Cable Television Segment Goodwill (Details) - USD ($) | 12 Months Ended | |||
Oct. 01, 2021 | Oct. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Pre Tax Impairment Charges | $ 0 | $ 84,400,000 | ||
Cable Television Segment Goodwill [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Pre Tax Impairment Charges | $ 0 | $ 0 | ||
Discount Rate | 9.50% | 10.50% | ||
Year 1 Revenue Growth Rate | 11.60% | 4.50% | ||
Cable Television Segment Goodwill [Member] | Maximum | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Long-term Revenue Growth Rate Range (Years 6 - 10) | 0.60% | 1.50% | ||
Operating Profit Margin Range | 46.40% | 46.10% | ||
Long-term market revenue growth rate period | 10 years | 10 years | ||
Cable Television Segment Goodwill [Member] | Minimum | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Long-term Revenue Growth Rate Range (Years 6 - 10) | 0.40% | 0.60% | ||
Operating Profit Margin Range | 34.90% | 37.20% | ||
Long-term market revenue growth rate period | 6 years | 6 years |
GOODWILL, RADIO BROADCASTING _9
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Goodwill Valuation Results (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | $ 378,079 | $ 378,079 |
Additions | 0 | 0 |
Impairments | 0 | (15,900) |
Accumulated impairment losses | (154,207) | (138,307) |
Assets held for sale | (470) | |
Audacy asset exchange | (470) | |
Net goodwill | 223,402 | 223,402 |
Radio Broadcasting Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 155,000 | 155,000 |
Additions | 0 | 0 |
Impairments | 0 | (15,900) |
Accumulated impairment losses | (117,748) | (101,848) |
Assets held for sale | (470) | |
Audacy asset exchange | (470) | |
Net goodwill | 36,782 | 36,782 |
Reach Media Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 30,468 | 30,468 |
Additions | 0 | 0 |
Impairments | 0 | 0 |
Accumulated impairment losses | (16,114) | (16,114) |
Assets held for sale | 0 | |
Audacy asset exchange | 0 | |
Net goodwill | 14,354 | 14,354 |
Digital Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 27,567 | 27,567 |
Additions | 0 | 0 |
Impairments | 0 | 0 |
Accumulated impairment losses | (20,345) | (20,345) |
Assets held for sale | 0 | |
Audacy asset exchange | 0 | |
Net goodwill | 7,222 | 7,222 |
Cable Television Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 165,044 | 165,044 |
Additions | 0 | 0 |
Impairments | 0 | 0 |
Accumulated impairment losses | 0 | 0 |
Assets held for sale | 0 | |
Audacy asset exchange | 0 | |
Net goodwill | $ 165,044 | $ 165,044 |
GOODWILL, RADIO BROADCASTING_10
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Intangible Assets Excluding Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 130,868 | $ 131,821 |
Less: Accumulated amortization | (80,709) | (75,768) |
Other intangible assets, net | $ 50,159 | 56,053 |
Remaining Weighted-Average Period of Amortization | 4 years 3 months 18 days | |
Trade names [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 17,425 | 17,425 |
Remaining Weighted-Average Period of Amortization | 1 year 9 months 18 days | |
Trade names [Member] | Maximum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 5 years | |
Trade names [Member] | Minimum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 1 year | |
Intellectual property [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 9,531 | 9,531 |
Remaining Weighted-Average Period of Amortization | 0 years | |
Intellectual property [Member] | Maximum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 10 years | |
Intellectual property [Member] | Minimum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 4 years | |
Acquired income leases [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 127 | 127 |
Remaining Weighted-Average Period of Amortization | 9 years 1 month 6 days | |
Acquired income leases [Member] | Maximum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 15 years | |
Acquired income leases [Member] | Minimum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 3 years | |
Advertiser agreements [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 46,582 | 46,789 |
Remaining Weighted-Average Period of Amortization | 1 year 3 months 18 days | |
Advertiser agreements [Member] | Maximum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 12 years | |
Advertiser agreements [Member] | Minimum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 1 year | |
Favorable office and transmitter leases [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,097 | 2,097 |
Remaining Weighted-Average Period of Amortization | 38 years 3 months 18 days | |
Favorable office and transmitter leases [Member] | Maximum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 60 years | |
Favorable office and transmitter leases [Member] | Minimum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 2 years | |
Brand names [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 4,413 | 4,413 |
Finite-Lived Intangible Asset, Period of Amortization | 10 years | |
Remaining Weighted-Average Period of Amortization | 5 years 10 months 24 days | |
Brand names - unamortized [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 39,690 | 39,690 |
Debt costs [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 1,267 | 2,053 |
Remaining Weighted-Average Period of Amortization | 4 years 1 month 6 days | |
Launch assets [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 9,021 | 9,021 |
Remaining Weighted-Average Period of Amortization | 3 years 3 months 18 days | |
Other intangibles [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 715 | $ 675 |
Finite-Lived Intangible Asset, Period of Amortization | 1 year | |
Other intangibles [Member] | Maximum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 5 years | |
Other intangibles [Member] | Minimum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 1 year |
GOODWILL, RADIO BROADCASTING_11
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Estimate of Amortization Expense (Details) - Finite-Lived Intangible Assets [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |
2022 | $ 3,651 |
2023 | 1,225 |
2024 | 222 |
2025 | 185 |
2026 | $ 165 |
GOODWILL, RADIO BROADCASTING_12
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||||
Oct. 01, 2021 USD ($) | Oct. 01, 2020 USD ($) | Sep. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||||
Goodwill, impairment loss | $ 0 | $ 15,900,000 | |||||||
Pre-tax impairment charge | 0 | 84,400,000 | |||||||
Indefinite-Lived License Agreements | $ 484,066,000 | $ 505,148,000 | 484,066,000 | ||||||
Number of reportable segments | segment | 4 | ||||||||
Amortization of Intangible Assets | $ 3,700,000 | 3,900,000 | |||||||
Impairment charge | $ 1,700,000 | $ 29,100,000 | $ 53,600,000 | ||||||
Term of radio broadcast station license | 8 years | ||||||||
Renewal term of radio broadcast station license | 8 years | ||||||||
Radio Broadcasting Licenses [Member] | |||||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||||
Pre-tax impairment charge | $ 0 | $ 1,700,000 | $ 19,100,000 | $ 47,700,000 | 19,100,000 | 47,700,000 | $ 68,500,000 | ||
Non Cash Impairment charge | 1,700,000 | ||||||||
Indefinite-Lived License Agreements | $ 505,200,000 | ||||||||
Radio Market Reporting Units [Member] | |||||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||||
Pre-tax impairment charge | $ 0 | $ 0 | $ 10,000,000 | $ 5,900,000 | $ 10,000,000 | $ 5,900,000 |
CONTENT ASSETS (Details)
CONTENT ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Content Assets [Line Items] | ||
Period of Amortization (in years) | 4 years 3 months 18 days | |
Produced content assets: | ||
Completed | $ 397,174 | $ 365,806 |
In-production | 12,124 | 11,029 |
Licensed content assets acquired: | ||
Acquired | 66,005 | 56,913 |
Content assets, at cost | 475,303 | 433,748 |
Less: Accumulated amortization | (389,265) | (342,139) |
Content assets, net | 86,038 | 91,609 |
Current portion | (25,883) | (28,434) |
Noncurrent portion | $ 60,155 | $ 63,175 |
Content Assets [Member] | Maximum | ||
Content Assets [Line Items] | ||
Period of Amortization (in years) | 5 years | 5 years |
Content Assets [Member] | Minimum | ||
Content Assets [Line Items] | ||
Period of Amortization (in years) | 1 year | 1 year |
CONTENT ASSETS - Amortization E
CONTENT ASSETS - Amortization Expense (Details) - Content Assets [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
Content Assets [Line Items] | |
2022 | $ 25,883 |
2023 | 18,724 |
2024 | 8,505 |
2025 | 6,600 |
2026 | $ 2,297 |
CONTENT ASSETS - Future Minimum
CONTENT ASSETS - Future Minimum Content Payments (Details) - Content Assets [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
Content Assets [Line Items] | |
2022 | $ 18,972 |
2023 | $ 2,865 |
CONTENT ASSETS - Additional Inf
CONTENT ASSETS - Additional Information (Details) $ in Millions | Dec. 31, 2021 USD ($) |
CONTENT ASSETS | |
Percentage of Unamortized Value In Content Assets For Next Three Years | 80% |
Produced Content Assets Unamortized Value For Next Three Years | $ 18.3 |
Percentage Expected To Be Amortized Within Three Years | 55.80% |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 30, 2016 | Apr. 10, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Investments [Line Items] | ||||
Long-term Debt. | $ 832,505 | $ 855,156 | ||
MGM National Harbor Loan | ||||
Schedule of Investments [Line Items] | ||||
Long-term Debt. | 0 | 57,889 | ||
MGM National Harbor [Member] | ||||
Schedule of Investments [Line Items] | ||||
Payments to Acquire Investments | $ 35,000 | $ 5,000 | ||
Other Income | $ 7,700 | $ 4,900 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
OTHER CURRENT LIABILITIES | ||
Deferred revenue | $ 7,494 | $ 10,875 |
Deferred barter revenue | 1,271 | 935 |
Employment Agreement Award | 3,966 | 3,325 |
Accrued national representative fees | 457 | 1,087 |
Accrued miscellaneous taxes | 213 | 562 |
Income taxes payable | 283 | 600 |
Tenant allowance | 180 | 242 |
Contingent consideration | 0 | 780 |
Reserve for audience deficiency | 6,020 | 3,544 |
Other current liabilities | 6,537 | 4,967 |
Other Liabilities, Current, Total | $ 26,421 | $ 26,917 |
EMPLOYMENT AGREEMENT AWARD (Nar
EMPLOYMENT AGREEMENT AWARD (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reassessed Estimated Fair Value of Award | $ 28,193 | $ 25,603 | $ 28,193 | $ 25,603 | ||||||
Operating expense | $ 22,391 | $ 34,475 | $ 37,920 | $ 23,757 | $ 34,533 | $ 3,968 | $ 20,382 | $ (27,287) | 118,543 | 31,596 |
Selling, general and administrative expenses | 143,187 | 109,046 | ||||||||
Employment Agreement Award [Member] | ||||||||||
Selling, general and administrative expenses | $ 6,200 | $ 2,300 |
LONG-TERM DEBT - Schedule of lo
LONG-TERM DEBT - Schedule of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 01, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | Nov. 09, 2020 | Oct. 31, 2020 | Dec. 31, 2018 | Apr. 18, 2017 | Oct. 15, 2015 | Apr. 17, 2015 |
LONG-TERM DEBT | ||||||||||
Total debt | $ 832,505 | $ 855,156 | ||||||||
Less: current portion of long-term debt | 0 | 23,362 | ||||||||
Less: original issue discount and issuance costs | 13,889 | 12,870 | ||||||||
Long-term debt, net | 818,616 | 818,924 | ||||||||
2018 Credit Facility | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | 0 | 129,935 | ||||||||
Interest rate | 9.25% | |||||||||
2017 Credit Facility | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | $ 0 | 317,332 | ||||||||
Interest rate | 8.75% | 7.375% | ||||||||
7.375% Senior Secured Notes due February 2028 | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | $ 825,000 | 0 | ||||||||
Interest rate | 7.375% | |||||||||
PPP loan | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | $ 7,505 | 0 | ||||||||
MGM National Harbor Loan | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | $ 0 | 57,889 | ||||||||
Interest rate | 7% | |||||||||
8.75% Senior Secured Notes due December 2022 | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | $ 0 | 347,016 | ||||||||
Interest rate | 8.75% | 8.75% | 8.75% | 8.75% | ||||||
7.375% Senior Secured Notes due April 2022 | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | $ 0 | $ 2,984 | ||||||||
Interest rate | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% |
LONG-TERM DEBT - Future Minimum
LONG-TERM DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
LONG-TERM DEBT | ||
2022 | $ 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 7,505 | |
2027 and thereafter | 825,000 | |
Total Debt | 832,505 | $ 855,156 |
7.375% Senior Secured Notes due February 2028 | ||
LONG-TERM DEBT | ||
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 and thereafter | 825,000 | |
Total Debt | $ 825,000 | 0 |
Interest rate | 7.375% | |
PPP loan | ||
LONG-TERM DEBT | ||
2022 | $ 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 7,505 | |
2027 and thereafter | 0 | |
Total Debt | $ 7,505 | $ 0 |
LONG-TERM DEBT - PPP Loan (Deta
LONG-TERM DEBT - PPP Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Proceeds from PPP Loan | $ 7,505 | $ 0 | |
PPP loan | |||
Debt Instrument [Line Items] | |||
Proceeds from PPP Loan | $ 7,500 | ||
Fixed interest rate per year | 1% |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Feb. 19, 2021 USD ($) | Jan. 08, 2021 | Nov. 09, 2020 USD ($) | Nov. 13, 2019 USD ($) | Dec. 19, 2018 USD ($) | Apr. 18, 2017 USD ($) | Apr. 17, 2015 USD ($) | Apr. 18, 2017 USD ($) | Apr. 21, 2016 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 01, 2021 | Jan. 15, 2021 | Jan. 07, 2021 USD ($) | Oct. 31, 2020 | Jun. 25, 2020 USD ($) | Dec. 31, 2018 | Dec. 20, 2018 USD ($) | Oct. 15, 2015 | Feb. 24, 2015 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Deferred financing costs included in interest expense | $ 2,267,000 | $ 4,465,000 | ||||||||||||||||||
Repayments of Long-term Debt, Total | 37,200,000 | |||||||||||||||||||
Debt Instrument, Description | In addition to any mandatory or optional prepayments, the Company was required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months required an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company was required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility. On December 19, 2018, upon drawing under the 2018 Credit Facility and MGM National Harbor Loan, the Company voluntarily prepaid approximately $20.0 million in principal on the 2017 Credit Facility. During the year ended December 31, 2020, the Company repaid approximately $3.3 million under the 2017 Credit Facility. | The 2018 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility, as amended, also contained certain financial covenants, including a maintenance covenant requiring the Company’s total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021, 6.75 to 1.00 in 2022 and 6.25 to 1.00 in 2023. | ||||||||||||||||||
LOSS ON RETIREMENT OF DEBT | $ 6,949,000 | 2,894,000 | ||||||||||||||||||
Repayments of Long Term Debt, Excess Cash Flow Payments | 11,100,000 | |||||||||||||||||||
Amortization of debt premium | 3,500,000 | |||||||||||||||||||
Senior Secured Notes Due 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | |||||||||||||||||||
Debt Instrument, Description | The 7.375% Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and matured on April 15, 2022. | |||||||||||||||||||
2028 Notes Offering | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 825,000,000 | |||||||||||||||||||
Interest rate | 7.375% | |||||||||||||||||||
Percentage of issue price | 100 | |||||||||||||||||||
Debt issuance costs | 15,400,000 | |||||||||||||||||||
Deferred financing costs included in interest expense | 2,300,000 | 4,500,000 | ||||||||||||||||||
LOSS ON RETIREMENT OF DEBT | $ 6,900,000 | |||||||||||||||||||
Debt instrument effective interest rate | 7.96% | |||||||||||||||||||
MGM National Harbor Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 50,000,000 | |||||||||||||||||||
Interest rate | 7% | |||||||||||||||||||
Limited ability for prepayment period | 2 years | |||||||||||||||||||
Debt issuance costs | $ 1,700,000 | |||||||||||||||||||
Long-term Debt, Gross | 57,900,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 1,000,000 | |||||||||||||||||||
Long Term Debt Percentage Paid In Kind | 4% | |||||||||||||||||||
7.375% Senior Secured Notes due April 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 347,000,000 | |||||||||||||||||||
Interest rate | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% | ||||||||||||||
Percentage of exchange offer | 99.15% | |||||||||||||||||||
8.75% Senior Secured Notes due December 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 8.75% | 8.75% | 8.75% | 8.75% | ||||||||||||||||
Percentage of voting stock as lien for secured debt in case of foreign subsidiary | 65% | |||||||||||||||||||
Percentage of non-voting stock as lien for secured debt in case of foreign subsidiary | 100% | |||||||||||||||||||
Percentage of excess cash flow | 50% | |||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | |||||||||||||||||||
Amount redeemable | $ 15,000,000 | |||||||||||||||||||
ABL Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 37,500,000 | |||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||
Period prior to maturity of senior secured notes | 91 days | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | 37,500,000 | $ 25,000,000 | |||||||||||||||||
Letter of credit facility, maximum capacity | $ 5,000,000 | $ 7,500,000 | 5,000,000 | $ 1,200,000 | ||||||||||||||||
Percentage Borrowing Of Eligible Accounts | 85% | 85% | ||||||||||||||||||
Period prior to the earlier to occur of the term loan maturity or stated maturity | 30 days | |||||||||||||||||||
Borrowings outstanding | $ 0 | |||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 50,000,000 | |||||||||||||||||||
ABL Amendment | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||||||||||||||
Letter of Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Description | Until its termination on settlement of the 2028 Notes, borrowings under the 2018 Credit Facility were subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company’s total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company’s existing credit facilities nor the trustee under the Company’s existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfied the requirements of the definition of “Permitted Refinancing” (as defined in the agreements governing the Company's existing credit facilities) and neither of the administrative agents under the Company's existing credit facilities notified the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagreed with such determination (including a reasonable description of the basis upon which it disagrees). | |||||||||||||||||||
Standby Letters of Credit | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability | $ 871,000 | |||||||||||||||||||
2017 Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 350,000,000 | |||||||||||||||||||
Interest rate | 7.375% | 7.375% | 8.75% | |||||||||||||||||
Covenant Compliance Description For Maintaining Interest Coverage Ratio | greater than or equal to 1.25 to 1.00 | |||||||||||||||||||
Covenant Compliance Description For Maintaining Total Leverage Ratio | less than or equal to 5.85 to 1.00 | |||||||||||||||||||
Repayments of Long-term Debt, Total | $ 20,000,000 | 3,300,000 | ||||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | $ 350,000,000 | ||||||||||||||||||
Debt Instrument, Description | Until its termination on settlement of the 2028 Notes, the 2017 Credit Facility matured on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company’s 7.375% Notes (as defined below). At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.00% for 2021 and was 5.17% for 2020. | |||||||||||||||||||
2018 Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount of debt | 10,000,000 | $ 3,600,000 | $ 192,000,000 | |||||||||||||||||
Interest rate | 9.25% | |||||||||||||||||||
Long-term Debt, Gross | $ 129,900,000 | |||||||||||||||||||
Debt Instrument, Description | The 2018 Credit Facility was scheduled to mature on December 31, 2022 (the “Maturity Date”). In connection with the November 2020 Exchange Offer, we also entered into an amendment to certain terms of our 2018 Credit Facility including the extension of the maturity date to March 31, 2023. Interest rates on borrowings under the 2018 Credit Facility were either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings had been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings had been repaid. Interest payments began on the last day of the 3-month period commencing on the Funding Date. Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repay $10 million of the 2018 Credit Facility. The amendment was accounted for as a modification in accordance with the provisions of ASC 470, “Debt”. | |||||||||||||||||||
Debt Instrument Additional Interest Payment Term On Prepayment | The term loans could be voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium. The Company was required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company was also required to use 75% of excess cash flow (“ECF payment”) as defined in the 2018 Credit Facility, which excluded any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor, to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding term loans at par. During the year ended December 31, 2020, the Company repaid approximately $37.2 million under the 2018 Credit Facility. Included in the repayments made during the year ended December 31, 2020 was approximately $11.1 million in ECF payments in accordance with the agreement. | |||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 3,800,000 | |||||||||||||||||||
2018 Credit Facility | Debt Financing Cost | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt issuance costs | $ 875,000 | |||||||||||||||||||
Credit Facility 2017 And 2018 | 7.375% Senior Secured Notes due April 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 7.375% | |||||||||||||||||||
Credit Facility 2017 And 2018 | 8.75% Senior Secured Notes due December 2022 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate | 8.75% |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of federal income tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Statutory federal tax expense | $ 11,391 | $ (8,620) |
Effect of state taxes, net of federal benefit | 2,131 | (1,205) |
Effect of state rate and tax law changes | (1,201) | (599) |
Return to provision adjustments | 47 | 503 |
Other permanent items | (27) | (213) |
Non-deductible meals and entertainment | 65 | 96 |
Impairment of long-lived intangible assets | 3,339 | |
Non-deductible officer's compensation | 2,055 | 1,002 |
Change in valuation allowance | (13) | 28 |
IRC Section 382 adjustments | (705) | (30,143) |
NOL expirations | 610 | 3,000 |
Stock-based compensation forfeitures and adjustments | 216 | |
Uncertain tax positions | (777) | (1,923) |
Other | 1 | 43 |
(Benefit from) provision for income taxes | $ 13,577 | $ (34,476) |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal: | ||
Current | $ 0 | $ 0 |
Deferred | 13,395 | (27,162) |
State: | ||
Current | 1,063 | 552 |
Deferred | (881) | (7,866) |
(Benefit from) provision for income taxes | $ 13,577 | $ (34,476) |
INCOME TAXES - Components of de
INCOME TAXES - Components of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 2,111,000 | $ 1,924,000 |
Accruals | 465,000 | 2,358,000 |
Fixed assets | 486,000 | 453,000 |
Stock-based compensation | 163,000 | 290,000 |
Deferred financing costs | 1,475,000 | |
Net operating loss carryforwards | 114,217,000 | 128,023,000 |
Lease liability | 10,022,000 | 11,592,000 |
Interest expense carryforward | 15,506,000 | 11,934,000 |
Other | (200,000) | |
Total deferred tax assets | 142,970,000 | 157,849,000 |
Valuation allowance for deferred tax assets | (264,000) | (277,000) |
Total deferred tax asset, net of valuation allowance | 142,706,000 | 157,572,000 |
Deferred tax liabilities: | ||
Intangible assets | (132,586,000) | (135,848,000) |
Right of use asset | (9,232,000) | (10,336,000) |
Partnership interests | (1,964,000) | (1,347,000) |
Deferred financing costs | (1,196,000) | |
Other | (201,000) | |
Total deferred tax liabilities | (145,179,000) | (147,531,000) |
Net deferred tax asset (liability) | $ (2,473,000) | |
Net deferred tax asset (liability) | $ 10,041,000 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Balance as of January 1 | $ 2,299 | $ 4,733 |
Additions for tax positions related to current years | 0 | 0 |
Additions (deductions) for tax positions related to prior years | 8 | (2,434) |
Deductions for tax positions as a result of tax settlements | (992) | 0 |
Balance as of December 31 | $ 1,315 | $ 2,299 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2016 | |
Income Tax Disclosure [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | ||
Deferred Tax Assets, Gross | $ 142,970,000 | $ 157,849,000 | ||
Deferred Tax Assets, Valuation Allowance | 264,000 | 277,000 | ||
Unrecognized Tax Benefits Decreases Resulting From Tax Rate Changes And Payments Under State Voluntary Filing Agreements | (1,000,000) | |||
Unrecognized tax benefits increases resulting from tax rate changes and payments under state voluntary filing agreements | 2,400,000 | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 1,300,000 | |||
Decrease unrecognized tax benefits related to state tax | 680,000 | |||
State and Local Jurisdiction [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Operating Loss Carryforwards | 410,200,000 | $ 262,700,000 | ||
Decrease in Operating Loss Carryforwards | 93,600,000 | $ 52,900,000 | ||
Domestic Tax Authority [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Operating Loss Carryforwards | 637,000,000 | $ 361,100,000 | ||
Decrease in Operating Loss Carryforwards | $ 109,200,000 | $ 65,600,000 | ||
Deferred Tax Assets, Gross | $ 143,000,000 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock options (Details) - USD ($) | 12 Months Ended | |||
Oct. 02, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
STOCKHOLDERS' EQUITY | ||||
Number of Options, Grants | 37,500 | 40,917 | 878,643 | |
Number of Options, Exercised | (229,756) | (1,032,922) | ||
Stock options | ||||
STOCKHOLDERS' EQUITY | ||||
Number of Options, Outstanding at Beginning of Year | 4,019,000 | 4,197,000 | ||
Number of Options, Grants | 41,000 | 879,000 | ||
Number of Options, Exercised | (230,000) | (1,033,000) | ||
Number of Option, Forfeited/cancelled/expired/settled | (59,000) | (24,000) | ||
Number of Options, Balance at End of Year | 3,771,000 | 4,019,000 | 4,197,000 | |
Number of Options, Vested and expected to vest | 3,770,000 | |||
Number of Options, Unvested | 21,000 | |||
Number of Options, Exercisable | 3,750,000 | |||
Weighted-Average Exercise Price, Outstanding at Beginning of Year (in dollars per share) | $ 2.11 | $ 2.13 | ||
Weighted-Average Exercise Price, Grants (in dollars per share) | 4.32 | 1.83 | ||
Weighted-Average Exercise Price, Exercised (in dollars per share) | 1.70 | 1.91 | ||
Weighted-Average Exercise Price, Forfeited/cancelled/expired/settled (in dollars per share) | 1.27 | 3.17 | ||
Weighted-Average Exercise Price, Balance at End of Year (in dollars per share) | 2.18 | $ 2.11 | $ 2.13 | |
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | 2.17 | |||
Weighted-Average Exercise Price, Unvested (in dollars per share) | 7.26 | |||
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ 2.15 | |||
Weighted-Average Remaining Contractual Term, Outstanding (in years) | 5 years 8 months 4 days | 6 years 5 months 23 days | 6 years 8 months 12 days | |
Weighted-Average Remaining Contractual Term, Grants (in years) | 0 years | 0 years | ||
Weighted-Average Remaining Contractual Term, Exercised (in years) | 0 years | 0 years | ||
Weighted-Average Remaining Contractual Term, Forfeited/cancelled/expired/settled (in years) | 0 years | 0 years | ||
Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 5 years 8 months 4 days | |||
Weighted-Average Remaining Contractual Term, Unvested (in years) | 9 years 9 months 3 days | |||
Weighted-Average Remaining Contractual Term, Exercisable (in years) | 5 years 7 months 28 days | |||
Aggregate Intrinsic Value, Outstanding | $ 4,660,000 | $ 41,000 | $ 255,000 | |
Aggregate Intrinsic Value, Grants | 0 | 0 | ||
Aggregate Intrinsic Value, Exercised | 0 | 0 | ||
Aggregate Intrinsic Value, Forfeited/cancelled/expired/settled | 0 | $ 0 | ||
Aggregate Intrinsic Value, Vested and expected to vest | 4,660,000 | |||
Aggregate Intrinsic Value, Unvested | 0 | |||
Aggregate Intrinsic Value, Exercisable | $ 4,660,000 |
STOCKHOLDERS' EQUITY - Fair val
STOCKHOLDERS' EQUITY - Fair values using BSM (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
Average risk-free interest rate | 0.68% | 0.40% |
Expected dividend yield | 0% | 0% |
Expected lives | 5 years 1 month 28 days | 5 years 14 days |
Expected volatility | 82.04% | 79.75% |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted stock grants (Details) - Restricted stock awards [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
Shares, Unvested at beginning of year | 1,724,000 | 1,814,000 |
Shares, Grants | 101,000 | 1,649,000 |
Shares, Vested | (1,749,000) | (1,739,000) |
Shares, Unvested at end of year | 76,000 | 1,724,000 |
Average Fair Value at Grant Date, Unvested at beginning of year (in dollars per share) | $ 0.83 | $ 2.14 |
Average Fair Value at Grant Date, Grants (in dollars per share) | 3.22 | 0.77 |
Average Fair Value at Grant Date, Vested (in dollars per share) | 0.83 | 2.14 |
Average Fair Value at Grant Date, Unvested at end of year (in dollars per share) | $ 3.90 | $ 0.83 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Oct. 29, 2021 shares | Jul. 06, 2021 USD ($) director shares | Jun. 23, 2021 shares | Jan. 19, 2021 USD ($) shares | Jul. 16, 2020 USD ($) director shares | Jun. 12, 2019 USD ($) shares | Oct. 02, 2017 shares | Aug. 07, 2017 installment shares | Aug. 07, 2017 shares | Jun. 30, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) Vote $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | May 17, 2021 USD ($) $ / shares | Jan. 27, 2021 USD ($) | Aug. 18, 2020 USD ($) $ / shares | Jun. 11, 2020 USD ($) | Mar. 13, 2020 USD ($) | Jan. 05, 2020 shares | May 21, 2019 shares | Apr. 13, 2015 shares | Dec. 31, 2009 shares | |
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Number of shares issued during period | $ | $ 33,277,000 | $ 14,673,000 | ||||||||||||||||||||
Stock repurchase , Authorized amount | $ | $ 2,400,000 | $ 2,600,000 | ||||||||||||||||||||
Net proceeds after associated fees and expenses | $ | 33,277,000 | 14,673,000 | ||||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 970,000 | $ 3,612,000 | ||||||||||||||||||||
Stock options to purchase common stock | 37,500 | 40,917 | 878,643 | |||||||||||||||||||
Number of restricted shares | 903,643 | 637,270 | ||||||||||||||||||||
Share-based Compensation, Total | $ | $ 565,000 | $ 2,294,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Options exercised Number of Shares | 229,756 | 1,032,922 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ / shares | $ 2.77 | $ 0.66 | ||||||||||||||||||||
Number of non-executive directors, received awards | director | 4 | 4 | ||||||||||||||||||||
Restricted stock awards [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 101,057 | 1,649,394 | ||||||||||||||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 9 months | |||||||||||||||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ | $ 233,000 | |||||||||||||||||||||
Other than options, granted | 101,000 | 1,649,000 | ||||||||||||||||||||
Stock options | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock options to purchase common stock | 41,000 | 879,000 | ||||||||||||||||||||
Number of Options, Vested and expected to vest | 3,770,000 | |||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock options to purchase common stock | 470,000 | 470,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 575,262 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 1.45 | |||||||||||||||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 5 months | |||||||||||||||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ | $ 75,000 | |||||||||||||||||||||
Number of Installments | installment | 3 | |||||||||||||||||||||
Number of Options, Vested and expected to vest | 470,000 | |||||||||||||||||||||
Employee [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33% | |||||||||||||||||||||
Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33% | |||||||||||||||||||||
Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33% | |||||||||||||||||||||
Non-Executive Directors | Restricted stock awards [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 9,671 | 18,248 | ||||||||||||||||||||
Non-Executive Directors | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50% | |||||||||||||||||||||
Non-Executive Directors | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0% | |||||||||||||||||||||
Common Class D [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Stock Repurchased During Period, Shares | 6,715 | 3,208,288 | ||||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 39,000 | $ 2,400,000 | ||||||||||||||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 5.80 | $ 0.76 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,250,000 | |||||||||||||||||||||
Additional shares authorized | 5,519,575 | |||||||||||||||||||||
Common Class D [Member] | Scenario, Plan [Member] | Open Market Sale Agreement [Member] | Maximum | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Aggregate offering price | $ | $ 25,000,000 | |||||||||||||||||||||
Common Class D [Member] | Stock Plan 2009 [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,250,000 | |||||||||||||||||||||
Common Class D [Member] | Stock Vest Tax Repurchase [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock Repurchased During Period, Shares | 515,162 | 710,992 | ||||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 931,000 | $ 1,200,000 | ||||||||||||||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 1.81 | $ 1.64 | ||||||||||||||||||||
Common Class D [Member] | 2019 Equity and Performance Incentive Plan | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,898,026 | 5,500,000 | ||||||||||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Number of restricted shares | 211,838 | |||||||||||||||||||||
Other than options, granted | 94,150 | |||||||||||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock options to purchase common stock | 99,846 | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 224,654 | |||||||||||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock options to purchase common stock | 108,333 | |||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ | $ 243,750 | |||||||||||||||||||||
Common Class D [Member] | Chief Administrative Officer [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Other than options, granted | 37,500 | |||||||||||||||||||||
Common Class D [Member] | Chairperson [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock options to purchase common stock | 174,971 | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 393,685 | |||||||||||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 656,142 | |||||||||||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 711,914 | |||||||||||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock options to purchase common stock | 291,619 | |||||||||||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Stock options | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock options to purchase common stock | 316,406 | |||||||||||||||||||||
Common Class D [Member] | Non-Executive Directors | Restricted stock awards [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 9,671 | 25,000 | ||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ | $ 50,000 | $ 50,000 | ||||||||||||||||||||
Vesting period | 2 years | 2 years | ||||||||||||||||||||
Common Class D [Member] | David Kantor [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Number of restricted shares | 195,242 | |||||||||||||||||||||
Other than options, granted | 86,774 | |||||||||||||||||||||
Common Class D [Member] | Cathy Hughes [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 427,148 | |||||||||||||||||||||
Common Class D [Member] | Cathy Hughes [Member] | Stock options | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Stock options to purchase common stock | 189,843 | |||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Shares issued and sold | 883,890 | |||||||||||||||||||||
Number of votes | Vote | 1 | |||||||||||||||||||||
Additional shares authorized | 2,000,000 | |||||||||||||||||||||
Class A Common Stock [Member] | Current ATM Program | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Aggregate offering price | $ | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||||||
Volume weighted average price | $ / shares | $ 5.39 | |||||||||||||||||||||
Net proceeds after associated fees and expenses | $ | $ 24,000,000 | $ 21,200,000 | $ 2,800,000 | $ 14,700,000 | ||||||||||||||||||
Shares issued and sold | 4,325,102 | 1,893,126 | 420,439 | 2,859,276 | ||||||||||||||||||
Number of additional shares issued and sold | 1,465,825 | |||||||||||||||||||||
Gross proceeds | $ | $ 25,000,000 | $ 22,000,000 | $ 3,000,000 | |||||||||||||||||||
Class A Common Stock [Member] | 2019 Equity and Performance Incentive Plan | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,000,000 | |||||||||||||||||||||
Common Stock Class B | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Number of votes | Vote | 10 | |||||||||||||||||||||
Common stock, shares issued | 2,861,843 | 2,861,843 | ||||||||||||||||||||
Common Stock Class C | ||||||||||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Shares converted | 883,890 | |||||||||||||||||||||
Common stock, shares issued | 2,045,016 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Feb. 19, 2021 | Nov. 13, 2019 | Feb. 24, 2015 | |
COMMITMENTS AND CONTINGENCIES | ||||
Radio broadcasting licenses term | 8 years | |||
Noncancelable operating lease term | 10 years | |||
Other operating contracts and agreements expiry term | 5 years | |||
Contractual Obligation | $ 149,576,000 | |||
Other Operating Contracts [Member] | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Contractual Obligation | 100,100,000 | |||
Television Segment Certain Content Agreement [Member] | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Contractual Obligation | 18,000,000 | |||
Employment Agreements [Member] | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Contractual Obligation | 30,900,000 | |||
Standby Letters of Credit | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability | 871,000 | |||
ABL Facility | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Letter of credit facility, maximum capacity | $ 5,000,000 | $ 5,000,000 | $ 7,500,000 | $ 1,200,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Operating lease and other operating contracts and agreements obligations (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Lease Agreements, Years ending December 31: | |
2022 | $ 13,164 |
2023 | 11,333 |
2024 | 10,099 |
2025 | 5,377 |
2026 | 3,070 |
2027 and there after | 5,378 |
Total | 48,421 |
Other Operating Contracts and Agreement, Years ending December 31: | |
2022 | 69,791 |
2023 | 23,117 |
2024 | 19,386 |
2025 | 19,422 |
2026 | 8,452 |
2027 and thereafter | 9,408 |
Total | $ 149,576 |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||
Net revenue | $ 130,966 | $ 111,463 | $ 107,593 | $ 91,440 | $ 113,542 | $ 91,912 | $ 76,008 | $ 94,875 | $ 441,462 | $ 376,337 |
Operating expense | 22,391 | 34,475 | 37,920 | 23,757 | 34,533 | 3,968 | 20,382 | (27,287) | 118,543 | 31,596 |
Net (loss) income | 7,273 | 14,455 | 18,478 | 461 | 27,124 | (12,277) | 1,642 | (23,058) | ||
Consolidated net loss | $ 6,603 | $ 13,876 | $ 17,866 | $ 7 | $ 26,426 | $ (12,772) | $ 1,420 | $ (23,187) | $ 38,352 | $ (8,113) |
BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||||||||
Consolidated net (loss) income per share attributable to common stockholders - basic | $ 0.13 | $ 0.27 | $ 0.36 | $ 0 | $ 0.58 | $ (0.29) | $ 0.03 | $ (0.51) | $ 0.76 | $ (0.18) |
Consolidated net (loss) income per share attributable to common stockholders - diluted | $ 0.12 | $ 0.25 | $ 0.33 | $ 0 | $ 0.55 | $ (0.29) | $ 0.03 | $ (0.51) | $ 0.71 | $ (0.18) |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||||||||||
Weighted average shares outstanding - basic | 51,206,358 | 51,190,105 | 49,789,892 | 48,463,289 | 45,942,818 | 44,175,385 | 44,806,219 | 45,228,164 | 50,163,600 | 45,041,467 |
Weighted average shares outstanding -diluted | 55,084,927 | 55,080,394 | 53,780,918 | 49,053,650 | 48,054,418 | 44,175,385 | 48,154,262 | 45,228,164 | 54,136,641 | 45,041,467 |
QUARTERLY FINANCIAL DATA (UNA_4
QUARTERLY FINANCIAL DATA (UNAUDITED) - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | |||
Asset Impairment Charges | $ 1.7 | $ 29.1 | $ 53.6 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | |
SEGMENT INFORMATION | ||||||||||
Number of reportable segments | segment | 4 | |||||||||
NET REVENUE | $ 130,966 | $ 111,463 | $ 107,593 | $ 91,440 | $ 113,542 | $ 91,912 | $ 76,008 | $ 94,875 | $ 441,462 | $ 376,337 |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 313,630 | 250,600 | ||||||||
Depreciation and Amortization: | 9,289 | 9,741 | ||||||||
Impairment of Long-Lived Assets: | 0 | 84,400 | ||||||||
Operating income (loss): | 22,391 | $ 34,475 | $ 37,920 | $ 23,757 | 34,533 | $ 3,968 | $ 20,382 | $ (27,287) | 118,543 | 31,596 |
Capital expenditures by segment are as follows: | 6,286 | 3,798 | ||||||||
Total Assets: | 1,261,108 | 1,195,487 | 1,261,108 | 1,195,487 | ||||||
Radio Broadcasting | ||||||||||
SEGMENT INFORMATION | ||||||||||
NET REVENUE | 140,246 | 130,573 | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 98,250 | 91,052 | ||||||||
Depreciation and Amortization: | 3,135 | 3,022 | ||||||||
Impairment of Long-Lived Assets: | 84,400 | |||||||||
Operating income (loss): | 38,861 | (47,901) | ||||||||
Capital expenditures by segment are as follows: | 2,826 | 2,200 | ||||||||
Total Assets: | 627,948 | 630,174 | 627,948 | 630,174 | ||||||
Radio Broadcasting | Intersegment Eliminations [Member] | ||||||||||
SEGMENT INFORMATION | ||||||||||
NET REVENUE | (3,338) | (2,414) | ||||||||
Reach Media | ||||||||||
SEGMENT INFORMATION | ||||||||||
NET REVENUE | 46,437 | 30,996 | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 32,911 | 22,376 | ||||||||
Depreciation and Amortization: | 208 | 237 | ||||||||
Operating income (loss): | 13,318 | 8,383 | ||||||||
Capital expenditures by segment are as follows: | 160 | 82 | ||||||||
Total Assets: | 33,451 | 38,235 | 33,451 | 38,235 | ||||||
Digital | ||||||||||
SEGMENT INFORMATION | ||||||||||
NET REVENUE | 59,937 | 35,599 | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 42,698 | 29,608 | ||||||||
Depreciation and Amortization: | 1,264 | 1,592 | ||||||||
Operating income (loss): | 15,975 | 4,399 | ||||||||
Capital expenditures by segment are as follows: | 1,354 | 799 | ||||||||
Total Assets: | 32,915 | 23,168 | 32,915 | 23,168 | ||||||
Cable Television | ||||||||||
SEGMENT INFORMATION | ||||||||||
NET REVENUE | 198,180 | 181,583 | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 103,049 | 81,546 | ||||||||
Depreciation and Amortization: | 3,738 | 3,749 | ||||||||
Operating income (loss): | 91,393 | 96,288 | ||||||||
Capital expenditures by segment are as follows: | 385 | 92 | ||||||||
Total Assets: | 367,896 | 374,046 | 367,896 | 374,046 | ||||||
Corporate/Eliminations | ||||||||||
SEGMENT INFORMATION | ||||||||||
NET REVENUE | (3,338) | (2,414) | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 36,722 | 26,018 | ||||||||
Depreciation and Amortization: | 944 | 1,141 | ||||||||
Operating income (loss): | (41,004) | (29,573) | ||||||||
Capital expenditures by segment are as follows: | 1,561 | 625 | ||||||||
Corporate/Eliminations | Intersegment Eliminations [Member] | ||||||||||
SEGMENT INFORMATION | ||||||||||
Total Assets: | $ 198,898 | $ 129,864 | $ 198,898 | $ 129,864 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||||
Mar. 07, 2022 | Feb. 07, 2022 | Oct. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 29, 2021 | Feb. 19, 2021 | Jun. 11, 2020 | Mar. 13, 2020 | Nov. 13, 2019 | Apr. 21, 2016 | |
Subsequent Event [Line Items] | |||||||||||
Restricted cash | $ 19,973 | $ 473 | |||||||||
Stock repurchase , Authorized amount | $ 2,400 | $ 2,600 | |||||||||
7.375% Senior Secured Notes due February 2028 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest rate | 7.375% | ||||||||||
Common Stock Class A | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares issued | 3,779,391 | 2,859,276 | |||||||||
Common Stock Class C | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares converted | 883,890 | ||||||||||
Host Community Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Restricted cash | $ 19,500 | ||||||||||
Host Community Agreement [Member] | RVA Entertainment Holdings LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Upfront Payment | $ 26,000 | ||||||||||
ABL Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | $ 37,500 | $ 25,000 | ||||||||
Subsequent events | |||||||||||
Subsequent Event [Line Items] | |||||||||||
License agreement, term | 4 years | ||||||||||
License agreement optional extension, term | 3 years | ||||||||||
Stock repurchase , Authorized amount | $ 25,000 | ||||||||||
Stock Repurchase Program, Period in Force | 24 months | ||||||||||
Subsequent events | 7.375% Senior Secured Notes due February 2028 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest rate | 7.375% | ||||||||||
Subsequent events | Scenario, Plan [Member] | 7.375% Senior Secured Notes due February 2028 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Early Repayment of Senior Debt | $ 50,000 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Doubtful Accounts [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Year | $ 7,956 | $ 7,416 |
Additions Charged to Expense | 1,584 | 1,394 |
Acquired from Acquisitions | 0 | 0 |
Deductions | 797 | 854 |
Balance at End of Year | 8,743 | 7,956 |
Valuation Allowance for Deferred Tax Assets [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Year | 277 | 249 |
Additions Charged to Expense | 0 | 28 |
Acquired from Acquisitions | 0 | 0 |
Deductions | 13 | 0 |
Balance at End of Year | $ 264 | $ 277 |