Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 27, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38108 | |
Entity Registrant Name | Cumulus Media Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-5134717 | |
Entity Address, Address Line One | 3280 Peachtree Road, | |
Entity Address, Address Line Two | NW Suite 2200 | |
Entity Address, City or Town | Atlanta, | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30305 | |
City Area Code | 404 | |
Local Phone Number | 949-0700 | |
Title of 12(b) Security | Class A common stock, par value $0.0000001 per share | |
Trading Symbol | CMLS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Central Index Key | 0001058623 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,538,131 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,964,764 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 152,917 | $ 271,761 |
Accounts receivable, less allowance for doubtful accounts of $6,199 and $6,745 at September 30, 2021 and December 31, 2020, respectively | 200,508 | 201,275 |
Trade receivable | 2,718 | 1,986 |
Prepaid expenses and other current assets | 35,954 | 27,942 |
Total current assets | 392,097 | 502,964 |
Property and equipment, net | 194,214 | 208,692 |
Operating lease right-of-use assets | 151,331 | 157,568 |
Broadcast licenses | 823,934 | 825,590 |
Other intangible assets, net | 144,072 | 144,387 |
Deferred income tax assets | 8,213 | 7,779 |
Other assets | 8,610 | 12,758 |
Total assets | 1,722,471 | 1,859,738 |
Current liabilities: | ||
Accounts payable and accrued expenses | 106,867 | 94,128 |
Current portion of operating lease liabilities | 28,154 | 28,121 |
Trade payable | 1,883 | 1,537 |
Current portion of term loan due 2026 | 0 | 5,250 |
Total current liabilities | 136,904 | 129,036 |
2020 revolving credit facility | 0 | 60,000 |
Paycheck Protection Program ("PPP") loans | 20,000 | 0 |
Term loan due 2026, net of debt issuance costs of $2,530 and $3,850 at September 30, 2021 and December 31, 2020, respectively | 353,710 | 460,311 |
6.75% senior notes, net of debt issuance costs of $4,823 and $5,486 at September 30, 2021 and December 31, 2020, respectively | 444,872 | 447,350 |
Operating lease liabilities | 127,682 | 129,273 |
Financing liabilities, net | 220,670 | 222,802 |
Other liabilities | 18,138 | 13,375 |
Total liabilities | 1,321,976 | 1,462,147 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Treasury stock, at cost, 226,659 and 174,222 shares at September 30, 2021 and December 31, 2020, respectively | (2,937) | (2,414) |
Additional paid-in-capital | 340,829 | 337,042 |
Retained earnings | 62,603 | 62,963 |
Total stockholders’ equity | 400,495 | 397,591 |
Total liabilities and stockholders’ equity | 1,722,471 | 1,859,738 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Condensed Financial Statements, Captions [Line Items] | ||
Accounts receivable, less allowance for doubtful accounts | $ 6,199 | $ 6,745 |
Debt issuance costs | $ 4,823 | $ 3,850 |
Common stock, shares issued (in shares) | 20,729,554 | |
Common stock, shares outstanding (in shares) | 20,502,895 | |
Treasury stock, shares (in shares) | 226,659 | 174,222 |
Class A Common Stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 18,721,481 | 18,135,956 |
Common stock, shares outstanding (in shares) | 18,494,822 | 17,961,734 |
Class B Common Stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 2,008,073 | 2,416,253 |
Common stock, shares outstanding (in shares) | 2,008,073 | 2,416,253 |
6.75% Senior Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Debt issuance costs | $ 2,530 | $ 5,486 |
Stated rate | 0.0675% | 0.0675% |
6.75% Senior Notes | Senior Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Stated rate | 6.75% |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenue | $ 237,716 | $ 196,385 | $ 664,163 | $ 570,321 |
Operating expenses: | ||||
Content costs | 87,279 | 82,014 | 260,309 | 236,304 |
Selling, general and administrative expenses | 93,213 | 86,323 | 276,375 | 269,856 |
Depreciation and amortization | 13,223 | 13,151 | 39,796 | 39,063 |
Local marketing agreement fees | 373 | 984 | 1,062 | 3,037 |
Corporate expenses | 16,017 | 16,926 | 55,426 | 39,065 |
(Gain) loss on sale or disposal of assets or stations | (20,197) | 1,930 | (20,659) | 7,513 |
Impairment of intangible assets | 0 | 0 | 0 | 4,509 |
Total operating expenses | 189,908 | 201,328 | 612,309 | 599,347 |
Operating income (loss) | 47,808 | (4,943) | 51,854 | (29,026) |
Non-operating expense: | ||||
Interest expense | (16,187) | (15,930) | (51,827) | (48,977) |
Other expense, net | (505) | (12) | (330) | (70) |
Total non-operating expense, net | (16,692) | (15,942) | (52,157) | (49,047) |
Income (loss) before income taxes | 31,116 | (20,885) | (303) | (78,073) |
Income tax (expense) benefit | (3,668) | 5,082 | (57) | 18,603 |
Net income (loss) | $ 27,448 | $ (15,803) | $ (360) | $ (59,470) |
Basic and diluted income (loss) per common share (see Note 8, "Income (Loss) Per Share"): | ||||
Basic: Income (Loss) per share (in dollars per share) | $ 1.34 | $ (0.78) | $ (0.02) | $ (2.93) |
Diluted: (Loss) Earnings per share (in dollars per share) | $ 1.32 | $ (0.78) | $ (0.02) | $ (2.93) |
Weighted average basic common shares outstanding (in shares) | 20,508,135 | 20,339,895 | 20,467,969 | 20,299,461 |
Weighted average diluted common shares outstanding (in shares) | 20,717,018 | 20,339,895 | 20,467,969 | 20,299,461 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2019 | 15,681,439 | 1,926,848 | 68,658 | |||
Beginning balance at Dec. 31, 2019 | $ 455,216 | $ 0 | $ 0 | $ (1,171) | $ 333,705 | $ 122,682 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (7,351) | (7,351) | ||||
Shares returned in lieu of tax payments (in shares) | 75,493 | |||||
Shares returned in lieu of tax payments | (1,072) | $ (1,072) | ||||
Conversion of Class B Common Stock (in shares) | 38,563 | (38,563) | ||||
Exercise of warrants (in shares) | 121,114 | |||||
Issuance of common stock (in shares) | 112,569 | |||||
Stock based compensation expense | 719 | 719 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 15,953,685 | 1,888,285 | 144,151 | |||
Ending balance at Mar. 31, 2020 | 447,512 | $ 0 | $ 0 | $ (2,243) | 334,424 | 115,331 |
Beginning balance (in shares) at Dec. 31, 2019 | 15,681,439 | 1,926,848 | 68,658 | |||
Beginning balance at Dec. 31, 2019 | 455,216 | $ 0 | $ 0 | $ (1,171) | 333,705 | 122,682 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (59,470) | |||||
Ending balance (in shares) at Sep. 30, 2020 | 17,930,745 | 2,416,253 | 174,222 | |||
Ending balance at Sep. 30, 2020 | 397,068 | $ 0 | $ 0 | $ (2,414) | 336,270 | 63,212 |
Beginning balance (in shares) at Mar. 31, 2020 | 15,953,685 | 1,888,285 | 144,151 | |||
Beginning balance at Mar. 31, 2020 | 447,512 | $ 0 | $ 0 | $ (2,243) | 334,424 | 115,331 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (36,316) | (36,316) | ||||
Shares returned in lieu of tax payments (in shares) | 30,071 | |||||
Shares returned in lieu of tax payments | (171) | $ (171) | ||||
Exercise of warrants (in shares) | 1,723,253 | 686,315 | ||||
Issuance of common stock (in shares) | 66,476 | |||||
Stock based compensation expense | 985 | 985 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 17,743,414 | 2,574,600 | 174,222 | |||
Ending balance at Jun. 30, 2020 | 412,010 | $ 0 | $ 0 | $ (2,414) | 335,409 | 79,015 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (15,803) | (15,803) | ||||
Conversion of Class B Common Stock (in shares) | 158,347 | (158,347) | ||||
Issuance of common stock (in shares) | 28,984 | |||||
Stock based compensation expense | 861 | 861 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 17,930,745 | 2,416,253 | 174,222 | |||
Ending balance at Sep. 30, 2020 | 397,068 | $ 0 | $ 0 | $ (2,414) | 336,270 | 63,212 |
Beginning balance (in shares) at Dec. 31, 2020 | 17,961,734 | 2,416,253 | 174,222 | |||
Beginning balance at Dec. 31, 2020 | 397,591 | $ 0 | $ 0 | $ (2,414) | 337,042 | 62,963 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (21,917) | (21,917) | ||||
Shares returned in lieu of tax payments (in shares) | 33,666 | |||||
Shares returned in lieu of tax payments | (315) | $ (315) | ||||
Conversion of Class B Common Stock (in shares) | 298,347 | (298,347) | ||||
Issuance of common stock (in shares) | 67,635 | |||||
Stock based compensation expense | 1,057 | 1,057 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 18,327,716 | 2,117,906 | 207,888 | |||
Ending balance at Mar. 31, 2021 | 376,416 | $ 0 | $ 0 | $ (2,729) | 338,099 | 41,046 |
Beginning balance (in shares) at Dec. 31, 2020 | 17,961,734 | 2,416,253 | 174,222 | |||
Beginning balance at Dec. 31, 2020 | 397,591 | $ 0 | $ 0 | $ (2,414) | 337,042 | 62,963 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (360) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 18,494,822 | 2,008,073 | 226,659 | |||
Ending balance at Sep. 30, 2021 | 400,495 | $ 0 | $ 0 | $ (2,937) | 340,829 | 62,603 |
Beginning balance (in shares) at Mar. 31, 2021 | 18,327,716 | 2,117,906 | 207,888 | |||
Beginning balance at Mar. 31, 2021 | 376,416 | $ 0 | $ 0 | $ (2,729) | 338,099 | 41,046 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | (5,891) | (5,891) | ||||
Shares returned in lieu of tax payments (in shares) | 18,771 | |||||
Shares returned in lieu of tax payments | (208) | $ (208) | ||||
Conversion of Class B Common Stock (in shares) | 77,754 | (77,754) | ||||
Issuance of common stock (in shares) | 40,173 | |||||
Stock based compensation expense | 1,358 | 1,358 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 18,445,643 | 2,040,152 | 226,659 | |||
Ending balance at Jun. 30, 2021 | 371,675 | $ 0 | $ 0 | $ (2,937) | 339,457 | 35,155 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 27,448 | 27,448 | ||||
Conversion of Class B Common Stock (in shares) | 32,079 | (32,079) | ||||
Issuance of common stock (in shares) | 17,100 | |||||
Stock based compensation expense | 1,372 | 1,372 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 18,494,822 | 2,008,073 | 226,659 | |||
Ending balance at Sep. 30, 2021 | $ 400,495 | $ 0 | $ 0 | $ (2,937) | $ 340,829 | $ 62,603 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (360) | $ (59,470) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 39,796 | 39,063 |
Amortization and write-off of debt issuance costs | 2,349 | 1,988 |
Provision for doubtful accounts | 67 | 4,902 |
(Gain) loss on sale or disposal of assets or stations | (20,659) | 7,513 |
Impairment of intangible assets | 0 | 4,509 |
Deferred income taxes | (434) | (20,810) |
Stock-based compensation expense | 3,787 | 2,565 |
Non-cash interest expense on financing liabilities | 3,032 | 610 |
Non-cash imputed rental income | (3,345) | 0 |
Changes in assets and liabilities (excluding acquisitions and dispositions): | ||
Accounts receivable | 701 | 74,430 |
Trade receivable | (732) | (733) |
Prepaid expenses and other current assets | (8,034) | (4,239) |
Operating leases, net | 4,751 | 24,200 |
Other assets | 3,441 | (212) |
Accounts payable and accrued expenses | 8,348 | (19,204) |
Trade payable | 346 | (113) |
Other liabilities | 165 | 6,238 |
Net cash provided by operating activities | 33,219 | 61,237 |
Cash flows from investing activities: | ||
Proceeds from sale of assets or stations | 33,497 | 78,333 |
Asset acquisition | (7,000) | 0 |
Proceeds from insurance reimbursement | 866 | 0 |
Capital expenditures | (21,988) | (9,559) |
Net cash provided by investing activities | 5,375 | 68,774 |
Cash flows from financing activities: | ||
Repayment of borrowings under term loan | (113,171) | (52,964) |
Repayments of borrowings under 6.75% senior notes | (3,141) | 0 |
Repayments of borrowings under the 2020 revolving credit facility | (60,000) | 0 |
Proceeds from PPP loans | 20,000 | 0 |
Borrowings under the 2020 revolving credit facility | 0 | 60,000 |
Financing costs | 0 | (493) |
Shares returned in lieu of tax payments | (523) | (1,243) |
Transaction costs for financing liability | (7) | (3,152) |
Proceeds from financing liability | 2,635 | 205,442 |
Repayments of financing liabilities | (3,030) | (631) |
Repayments of finance lease obligations | (201) | (255) |
Net cash (used in) provided by financing activities | (157,438) | 206,704 |
(Decrease) increase in cash and cash equivalents | (118,844) | 336,715 |
Cash and cash equivalents at beginning of period | 271,761 | 17,007 |
Cash and cash equivalents at end of period | $ 152,917 | $ 353,722 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - 6.75% Senior Notes | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 26, 2019 |
Stated rate | 0.0675% | 0.0675% | |
Senior Notes | |||
Stated rate | 6.75% | 6.75% |
Nature of Business, Interim Fin
Nature of Business, Interim Financial Data and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Interim Financial Data and Basis of Presentation | Nature of Business, Interim Financial Data and Basis of Presentation Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, "CUMULUS MEDIA," "we," "us," "our," or the "Company") is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that had been organized in 2002. Nature of Business CUMULUS MEDIA (NASDAQ: CMLS) is an audio-first media company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 412 owned-and-operated stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across nearly 7,300 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the CUMULUS Podcast Network, its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. CUMULUS MEDIA is the only audio media company to provide marketers with local and national advertising performance guarantees. For more information visit www.cumulusmedia.com. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, 2020, was derived from the Company’s audited financial statements as of December 31, 2020, and our accompanying unaudited Condensed Consolidated Financial Statements as of September 30, 2021 and for the periods ended September 30, 2021 and 2020, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. We assessed these aforementioned estimates and judgments utilizing information reasonably available to us and considering the unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. While there was not a material impact to our key estimates as of and for the quarter ended September 30, 2021, our estimates may change based on the magnitude and duration of COVID-19, as well as other factors. Actual amounts and results may differ materially from these estimates. Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity. During the nine months ended September 30, 2021 and 2020, the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (loss). Assets Held for Sale Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. On June 10, 2021, the Company entered into an agreement to sell certain land, a single-story building and certain related equipment in the Company's Nashville, TN market ("Nashville Sale") to a third party. The transaction closed on August 2, 2021. The Company recorded a gain on the Nashville Sale of $20.8 million which is included in the (Gain) loss on sale or disposal of assets or stations financial statement line item of the Company's Consolidated Statements of Operations for three and nine month periods ended September 30, 2021. As of September 30, 2021 and December 31, 2020, assets held for sale were not material. Asset Acquisition On July 30, 2021, the Company purchased affiliate advertising relationships from a producer of radio station advertising for total consideration of $15.0 million. The consideration included a $7.0 million upfront cash payment and contingent consideration owed of up to $8.0 million to be paid over approximately three years. The Company recorded a liability for the contingent consideration on the acquisition date in accordance with Accounting Standards Codification Topic 450, Contingencies , as payment was both probable and estimable. Tower Sale The Company completed the final closing with Vertical Bridge REIT, LLC for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale") on June 30, 2021, for net proceeds of $2.6 million. In connection with the Tower Sale, the Company entered into individual site leases for the continued use of substantially all of the assets that were included in the Tower Sale. As the terms of the Tower Sale arrangement contain a repurchase option, the leaseback was not accounted for as a sale. The carrying amount of the leased back assets will remain on the Company's books and continue to be depreciated over their remaining useful lives. The proceeds received for the leased back assets have been recorded as a financing liability . Supplemental Cash Flow Information The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 September 30, 2020 Supplemental disclosures of cash flow information: Interest paid $ 38,951 $ 37,707 Income taxes paid (refunded) 5,348 (2,155) Supplemental disclosures of non-cash flow information: Trade revenue $ 27,349 $ 22,154 Trade expense 26,819 20,941 Noncash principal change in financing liabilities (54) 620 Recent Accounting Standards Updates ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset's origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard was effective for public business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The standard is effective for SRCs for fiscal years beginning after December 15, 2022. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its unaudited Condensed Consolidated Financial Statements. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following table presents revenues disaggregated by revenue source (dollars in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Advertising revenues $ 233,816 $ 192,823 Non-advertising revenues 3,900 3,562 Total revenue $ 237,716 $ 196,385 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Advertising revenues $ 651,016 $ 560,236 Non-advertising revenues 13,147 10,085 Total revenue $ 664,163 $ 570,321 Advertising Revenues Substantially all of the Company's revenues are from advertising, primarily generated through (i) the sale of broadcast radio advertising time and advertising and promotional opportunities across digital audio networks to local, regional, national and network advertisers and (ii) remote/event revenue. The Company considers each advertising element a separate contract, and thus a separate performance obligation, as a result of both the customer's and the Company's respective ability to stop transferring promised goods or services during the contract term without notice or penalty. As a result, revenue associated with these contracts is recognized at the time advertising or other services, for example hosting an event, are delivered. The Company's payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. The Company records deferred revenues when cash payments, including amounts which are refundable, are received in advance of performance. Non-Advertising Revenues Non-advertising revenue does not constitute a material portion of the Company's revenue and primarily consists of licensing content, and to a lesser degree, imputed tower rental income and satellite rental income. Trade and Barter Transactions The Company provides commercial advertising inventory in exchange for goods and services used principally for promotional, sales, programming and other business activities. Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company's airwaves, for commercial advertising inventory, usually in the form of commercial placements inside the show exchanged. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Trade and barter revenue is recorded when commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized. Trade and barter expense is recorded when goods or services are consumed. For the three months ended September 30, 2021 and 2020, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $8.6 million and $7.2 million, respectively; and (2) trade and barter expenses of $8.3 million and $6.8 million, respectively. For the nine months ended September 30, 2021 and 2020, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $27.3 million and $22.2 million, respectively; and (2) trade and barter expenses of $26.8 million and $20.9 million, respectively. Capitalized Costs of Obtaining a Contract The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For contracts with a customer life of one year or less, commissions are expensed as they are incurred. For new local direct contracts where the new and renewal commission rates are not commensurate, management capitalizes commissions and amortizes the capitalized commissions over the average customer life. These costs are recorded within selling, general and administrative expenses in our unaudited Condensed Consolidated Statements of Operations. As of September 30, 2021 and December 31, 2020, the Company recorded an asset of approximately $6.3 million and $5.8 million, respectively, related to the unamortized portion of commission expense on new local direct revenue. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, 2021 and December 31, 2020 are as follows (dollars in thousands): Indefinite-Lived Definite-Lived Total Gross Carrying Amount Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Assets held for sale (185) (2) — — (2) (1) (190) Acquisition — — 15,000 — — — 15,000 Dispositions (1,471) (9) — — (10) (6) (1,496) Balance as of September 30, 2021 $ 823,934 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,316 Accumulated Amortization Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Amortization Expense — — (9,364) (4,800) (1,128) — (15,292) Assets held for sale — — — — — 1 1 Dispositions — — — — — 6 6 Balance as of September 30, 2021 $ — $ — $ (39,894) $ (21,333) $ (5,030) $ (11,053) $ (77,310) Net Book Value as of September 30, 2021 $ 823,934 $ 19,749 $ 105,106 $ 10,667 $ 8,550 $ — $ 968,006 The Company performs impairment testing of its indefinite-lived intangible assets annually as of December 31 of each year and on an interim basis if management believes events or circumstances indicate that its indefinite-lived intangible assets may be impaired. The Company reviews the carrying amount of its definite-lived intangible assets, primarily broadcast advertising and affiliate relationships, for recoverability prior to its annual impairment test and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19, and other potential indicators of impairment, and determined a triggering event had not occurred which would necessitate any interim impairment tests during the three months ended September 30, 2021. We will continue to monitor changes in economic and market conditions, including those related to COVID-19, and if any events or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company’s long-term debt consisted of the following as of September 30, 2021 and December 31, 2020 (dollars in thousands): September 30, 2021 December 31, 2020 Term Loan due 2026 $ 356,240 $ 469,411 Less: current portion of Term Loan due 2026 — (5,250) 6.75% Senior Notes 449,695 452,836 2020 Revolving Credit Facility — 60,000 PPP Loans 20,000 — Less: Total unamortized debt issuance costs (7,353) (9,336) Long-term debt, net $ 818,582 $ 967,661 Refinanced Credit Agreement (Term Loan due 2026) On September 26, 2019, the Company entered into a new credit agreement by and among Cumulus Media New Holdings Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company ("Holdings"), certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as Lenders (the "Refinanced Credit Agreement"). Pursuant to the Refinanced Credit Agreement, the lenders party thereto provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $525.0 million senior secured Term Loan (the "Term Loan due 2026"), which was used to refinance the remaining balance of the then outstanding term loan (the "Term Loan due 2022"). Amounts outstanding under the Refinanced Credit Agreement bear interest at a per annum rate equal to (i) the London Inter-bank Offered Rate ("LIBOR") plus an applicable margin of 3.75%, subject to a LIBOR floor of 1.00%, or (ii) the Alternative Base Rate (as defined below) plus an applicable margin of 2.75%, subject to an Alternative Base Rate floor of 2.00%. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified by Bank of America, N.A. as its "Prime Rate" and (iii) one-month LIBOR plus 1.00%. As of September 30, 2021, the Term Loan due 2026 bore interest at a rate of 4.75% per annum. Amounts outstanding under the Term Loan due 2026 amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan due 2026 with the balance payable on the maturity date. The maturity date of the Term Loan due 2026 is March 26, 2026. Debt discounts and issuance costs of $5.1 million were capitalized and amortized over the term of the Term Loan due 2026. On August 7, 2020, the Company entered into an agreement with Vertical Bridge REIT, LLC, for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale"). O n September 30, 2020, pursuant to the Term Loan due 2026, the Company was required to pay down at closing of the Tower Sale $49.0 million. As a result of the pay down, the Company wrote-off approximately $0.4 million of debt issuance costs related to the Term Loan due 2026. The Company was also required by the provisions of the Term Loan due 2026 to prepay any remaining amounts of the net proceeds from the Tower Sale and the Company's previously announced sale of land in Bethesda, MD, in June 2020 (the "Land Sale" and, together with the Tower Sale, the "Sale") not reinvested in accordance with the Term Loan. On May 25, 2021, the Company repaid approximately $89 million of its Term Loan due 2026 related to this mandatory prepayment obligation. Approximately $65 million of the prepayment related to the Land Sale and approximately $23 million of the prepayment related to the Tower Sale. Additionally, as a result of the expiration of the May 2021 Tender Offer (as defined below), the Company applied the untendered amount of approximately $23 million towards an incremental prepayment of the Term Loan due 2026. In conjunction with the prepayments, the Company wrote-off approximately $0.9 million of debt issuance costs related to the Term Loan due 2026. As of September 30, 2021, we were in compliance with all required covenants under the Refinanced Credit Agreement. 2020 Revolving Credit Agreement On March 6, 2020, Holdings and certain of the Company’s other subsidiaries, as borrowers (the “Borrowers”), and Intermediate Holdings entered into a $100.0 million revolving credit facility (the “2020 Revolving Credit Facility") pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent and certain other lenders from time to time party thereto. The 2020 Revolving Credit Facility refinances and replaces the Company’s 2018 Revolving Credit Agreement entered into pursuant to that certain Credit Agreement dated as of August 17, 2018, by and among Holdings, the Borrowers, Intermediate Holdings and certain lenders and Deutsche Bank AG New York Branch, as a lender and Administrative Agent. The 2020 Revolving Credit Facility has a maturity date of March 6, 2025. Availability under the 2020 Revolving Credit Facility is tied to a borrowing base equal to 85% of the accounts receivable of the Borrowers, subject to customary reserves and eligibility criteria and reduced by outstanding letters of credit. Under the 2020 Revolving Credit Facility, up to $10.0 million of availability may be drawn in the form of letters of credit and up to $10.0 million of availability may be drawn in the form of swing line loans. Borrowings under the 2020 Revolving Credit Facility bear interest, at the option of Holdings, based on LIBOR plus a percentage spread of 1.00% or the Alternative Base Rate. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the rate identified as the “Prime Rate” by Fifth Third Bank. In addition, the unused portion of the 2020 Revolving Credit Facility will be subject to a commitment fee of 0.25%. The 2020 Revolving Credit Facility contains customary LIBOR successor provisions. The issuance of the 2020 Revolving Credit Agreement was evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments - Derecognition , to determine whether the refinance transaction should be accounted for as a debt modification or extinguishment of the 2018 Revolving Credit Agreement. The Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender from the Revolving Credit Agreement. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and will be amortized over the term of the 2020 Revolving Credit Agreement. On May 17, 2021, the Company completed a $60.0 million repayment of the 2020 Revolving Credit Facility. As of September 30, 2021, $4.3 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of September 30, 2021, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement. 6.75% Senior Notes On June 26, 2019, Holdings (the "Issuer"), and certain of the Company's other subsidiaries, entered into an indenture, dated as of June 26, 2019 (the "Indenture") with U.S. Bank National Association, as trustee, governing the terms of the Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the "6.75% Senior Notes"). The 6.75% Senior Notes were issued on June 26, 2019. The net proceeds from the issuance of the 6.75% Senior Notes were applied to partially repay existing indebtedness under the Term Loan due 2022. In conjunction with the issuance of the 6.75% Senior Notes, debt issuance costs of $7.3 million were capitalized and are being amortized over the term of the 6.75% Senior Notes. On November 3, 2020, the Company completed a tender offer (the "November 2020 Tender Offer") pursuant to which it accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes as a result of the Tower Sale. As a result of the November 2020 Tender Offer, the Company wrote-off approximately $0.6 million of debt issuance costs related to the 6.75% Notes accepted and canceled in the transaction. Pursuant to the terms of the Indenture, the Company made a tender offer (the "May 2021 Tender Offer") with respect to the prorated portion of the remaining net proceeds from the Tower Sale which it determined would not be reinvested by the end of the reinvestment period of approximately $26 million of the 6.75% Notes. On June 23, 2021, the May 2021 Tender Offer expired and approximately $3 million aggregate principal amount of the 6.75% Notes was validly tendered and accepted for cancellation. The Company directed the untendered amount of approximately $23 million towards an additional prepayment of the Term Loan due 2026. As of September 30, 2021, the Issuer was in compliance with all required covenants under the Indenture. Paycheck Protection Program The Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") and the Consolidated Appropriations Act (collectively, the "COVID-19 Relief Measures") were enacted in response to the COVID-19 pandemic. The COVID-19 Relief Measures and related notices include several significant provisions, including delaying certain payroll tax payments and providing eligibility for loans under the Paycheck Protection Program for public broadcasting entities meeting specified requirements. In light of the uncertainties that the COVID-19 pandemic continued to present to the Company, the media industry, and the economy, in general, certain subsidiaries of the Company received unsecured loans in an aggregate principal amount of $20.0 million during the first half of 2021 under the Paycheck Protection Program (or "PPP") evidenced by promissory notes with Fifth Third Bank. Those loans (the "PPP Loans"), which provided additional liquidity for the Company’s subsidiaries, have various maturity dates through April 1, 2026 and accrue interest at an annual rate of 1.0%. Principal and interest payments will be deferred, with interest accruing, until after the period in which the Company may apply for loan forgiveness pursuant to the PPP. After the deferral period, the Company will make monthly principal and interest payments, amortized over the remaining term of the loan. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The promissory notes evidencing the PPP Loans contain customary events of default relating to, among other things, payment defaults and provisions of the promissory notes. The PPP permits borrowers to apply for forgiveness for some or all of the loans based on meeting certain criteria including the use of proceeds from PPP Loans being limited to qualifying expenses. In October 2021, the Company received confirmation from Fifth Third Bank that the Small Business Administration approved the Company’s PPP Loan forgiveness applications for certain of its subsidiaries for $20.0 million and all of the related interest. Other than as outlined above, we do not currently expect the COVID-19 Relief Measures to have a material impact on our financial results or on our liquidity. We will continue to monitor and assess the impact the COVID-19 Relief Measures may have on our business and financial results. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table shows the gross amount and fair value of the Term Loan due 2026 and 6.75% Senior Notes (dollars in thousands): September 30, 2021 December 31, 2020 Term Loan due 2026: Gross value $ 356,240 $ 469,411 Fair value - Level 2 355,884 460,023 6.75% Senior Notes: Gross value $ 449,695 $ 452,836 Fair value - Level 2 465,434 464,157 As of September 30, 2021, the Company used trading prices from a third party of 99.9% and 103.5% to calculate the fair value of the Term Loan due 2026 and the 6.75% Senior Notes, respectively. As of December 31, 2020, the Company used trading prices from a third party of 98.0% and 102.5% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively. The fair value of the Company's 2020 Revolving Credit Facility as of December 31, 2020 approximates its carrying amount as a result of the market interest rates of this item and is classified as Level 3 within the fair value hierarchy. The fair value of the Company's PPP loans as of September 30, 2021 approximates the carrying amount as a result of the market interest rates of this item and is classified as Level 3 within the fair value hierarchy. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended September 30, 2021, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $31.1 million, resulting in an effective tax rate of approximately 11.8%. For the three months ended September 30, 2020, the Company recorded an income tax benefit of $5.1 million on pre-tax book loss of $20.9 million, resulting in an effective tax rate of approximately 24.3%. For the nine months ended September 30, 2021, the Company recorded an income tax expense of $0.1 million on pre-tax book loss of $0.3 million, resulting in an effective tax rate of approximately (18.9)%. For the nine months ended September 30, 2020, the Company recorded an income tax benefit of $18.6 million on pre-tax book loss of $78.1 million, resulting in an effective tax rate of approximately 23.8%. The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and nine month periods ended September 30, 2021, are primarily driven by improved annual forecasted results, the effects of certain statutory non-deductible expenses including disallowed executive compensation and parking, and state and local income taxes. The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and nine month periods ended September 30, 2020 primarily relate to state and local income taxes and the effect of certain statutory non-deductible expenses. The Company recognizes the benefits of deferred tax assets only as its assessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes ("ASC 740"). The Company reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of September 30, 2021, the Company has not recorded a valuation allowance since the Company continues to believe, on the basis of its evaluation, that its deferred tax assets meet the more |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock. As of September 30, 2021, the Company had 20,729,554 aggregate issued shares of common stock, and 20,502,895 outstanding shares consisting of: (i) 18,721,481 issued shares and 18,494,822 outstanding shares designated as Class A common stock; and (ii) 2,008,073 issued and outstanding shares designated as Class B common stock. Shareholder Rights Plan On May 20, 2020, our Board adopted a rights plan and declared a dividend of (a) one Class A right (a "Class A Right") in respect of each share of the Company's Class A common stock, par value $0.0000001 per share (the "Class A Common Shares"), (b) one Class B right (a "Class B Right") in respect of each share of the Company's Class B common stock, par value $0.0000001 per share (the "Class B Common Shares" and together with the Class A Common Shares, the "Common Shares"), (c) one Series 1 warrant right (a "Series 1 Warrant Right") in respect of each of the Company's Series 1 warrants (the "Series 1 Warrants"), and (d) one Series 2 warrant right (a "Series 2 Warrant Right," and together with the Class A Rights, the Class B Rights and the Series 1 Warrant Rights, the "Rights") in respect of each of the Company's Series 2 warrants (the "Series 2 Warrants," and together with the Series 1 Warrants, the "Warrants"). The dividend distribution was made on June 1, 2020 to the Company's stockholders and Warrant holders of record on that date. The Rights were not initially exercisable and traded with the shares of the Company’s common stock. The Rights expired, with no rights having become exercisable, in accordance with their terms at the close of business on April 30, 2021. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The Company calculates basic income (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding, excluding unvested restricted shares. The Company calculates diluted income (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards. Warrants generally are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants. For the nine months ended September 30, 2021, due to the net loss attributable to the Company's common stockholders, potential common shares that would cause dilution, such as employee stock options, restricted shares and other stock awards, have been excluded from the diluted share count because their effect would have been anti-dilutive. The Company applies the two-class method to calculate income (loss) per share. Because both classes share the same rights in dividends and losses, loss per share (basic and diluted) is the same for both classes. The following table presents the basic and diluted income (loss) per share, and the reconciliation of basic to diluted weighted average common shares (in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Basic Income (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 27,448 $ (15,803) Basic net income (loss) attributable to common shares $ 27,448 $ (15,803) Denominator: Basic weighted average shares outstanding 20,508 20,340 Basic undistributed net income (loss) per share attributable to common shares $ 1.34 $ (0.78) Diluted Income (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 27,448 $ (15,803) Diluted net income (loss) attributable to common shares $ 27,448 $ (15,803) Denominator: Basic weighted average shares outstanding 20,508 20,340 Effect of dilutive options and restricted share units 209 — Diluted weighted average shares outstanding 20,717 20,340 Diluted undistributed net income (loss) per share attributable to common shares $ 1.32 $ (0.78) Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Basic Loss Per Share Numerator: Undistributed net loss from operations $ (360) $ (59,470) Basic net loss attributable to common shares $ (360) $ (59,470) Denominator: Basic weighted average shares outstanding 20,468 20,299 Basic undistributed net loss per share attributable to common shares $ (0.02) $ (2.93) Diluted Loss Per Share Numerator: Undistributed net loss from operations $ (360) $ (59,470) Diluted net loss attributable to common shares $ (360) $ (59,470) Denominator: Basic weighted average shares outstanding 20,468 20,299 Diluted weighted average shares outstanding 20,468 20,299 Diluted undistributed net loss per share attributable to common shares $ (0.02) $ (2.93) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Future Commitments The radio broadcast industry’s principal ratings service is Nielsen Audio ("Nielsen"), which publishes surveys for domestic radio markets. Certain of the Company’s subsidiaries have agreements with Nielsen under which they receive programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately $58.8 million as of September 30, 2021 and is expected to be paid in accordance with the agreements through December 2022. The Company engages Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, based upon a formula set forth in the contract. The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news content and to pay for talent, executives, research, weather and traffic information and other content and services. The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. As of September 30, 2021, the Company believes that it will meet all such material minimum obligations. Legal Proceedings We have been, and expect in the future to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not record a loss accrual. If the loss (or an additional loss in excess of any prior accrual) is reasonably possible and material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made. The assessment of whether a loss is probable or reasonably possible and whether the loss or a range of loss is estimable, involves a series of judgments about future events, which are often complex. Even if a loss is reasonably possible, we may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, (iii) the matters involve novel or unsettled legal theories or a large number of parties, or (iv) various factors outside of our control could lead to vastly different outcomes. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss. In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the U.S. District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights existed for Pre-1972 recordings under state law prior to the enactment of the new Music Modernization Act was, until recently, still being litigated by other parties in California. On August 23, 2021, the Ninth Circuit held in the matter of Flo & Eddie, Inc. v. Sirius XM Radio Inc., Case No. 17-55844, that no such public performance right exists under California law. The Company is not a party to that case, and because of the possibility of further appeal to the US Supreme Court, is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows. On February 24, 2020, two individual plaintiffs filed a putative class action lawsuit against the Company in the U.S. District Court for the Northern District of Georgia alleging claims regarding the Cumulus Media Inc. 401(k) Plan (the "Plan"). The case alleges that the Company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) in the oversight of the Plan, principally by selecting and retaining certain investment options despite their higher fees and costs than other available investment options, causing participants in the Plan to pay excessive recordkeeping fees, and by failing to monitor other fiduciaries. The plaintiffs seek unspecified damages on behalf of a class of Plan participants from February 24, 2014 through the date of any judgment. On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020 the Court entered an order dismissing one of the individual plaintiffs and all claims against the Company except those that arose on or after February 24, 2019 (i.e., one year prior to the filing of the Complaint). On March |
Nature of Business, Interim F_2
Nature of Business, Interim Financial Data and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, "CUMULUS MEDIA," "we," "us," "our," or the "Company") is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that had been organized in 2002. |
Basis of Presentation | Basis of PresentationThe accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, 2020, was derived from the Company’s audited financial statements as of December 31, 2020, and our accompanying unaudited Condensed Consolidated Financial Statements as of September 30, 2021 and for the periods ended September 30, 2021 and 2020, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals, leases and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. We assessed these aforementioned estimates and judgments utilizing information reasonably available to us and considering the unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. While there was not a material impact to our key estimates as of and for the quarter ended September 30, 2021, our estimates may change based on the magnitude and duration of COVID-19, as well as other factors. Actual amounts and results may differ materially from these estimates. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and certain items that are excluded from net income (loss) and recorded as a separate component of stockholders' equity. During the nine months ended September 30, 2021 and 2020, the Company had no items of other comprehensive income (loss) and, therefore, comprehensive income (loss) does not differ from reported net income (loss). |
Assets Held for Sale | Assets Held for Sale Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. |
Asset Acquisition | Asset Acquisition On July 30, 2021, the Company purchased affiliate advertising relationships from a producer of radio station advertising for total consideration of $15.0 million. The consideration included a $7.0 million upfront cash payment and contingent consideration owed of up to $8.0 million to be paid over approximately three years. The Company recorded a liability for the contingent consideration on the acquisition date in accordance with Accounting Standards Codification Topic 450, Contingencies |
Recent Accounting Standards Updates | Recent Accounting Standards Updates ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset's origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard was effective for public business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The standard is effective for SRCs for fiscal years beginning after December 15, 2022. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its unaudited Condensed Consolidated Financial Statements. |
Nature of Business, Interim F_3
Nature of Business, Interim Financial Data and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Condensed Cash Flow Statement | The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 September 30, 2020 Supplemental disclosures of cash flow information: Interest paid $ 38,951 $ 37,707 Income taxes paid (refunded) 5,348 (2,155) Supplemental disclosures of non-cash flow information: Trade revenue $ 27,349 $ 22,154 Trade expense 26,819 20,941 Noncash principal change in financing liabilities (54) 620 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents revenues disaggregated by revenue source (dollars in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Advertising revenues $ 233,816 $ 192,823 Non-advertising revenues 3,900 3,562 Total revenue $ 237,716 $ 196,385 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Advertising revenues $ 651,016 $ 560,236 Non-advertising revenues 13,147 10,085 Total revenue $ 664,163 $ 570,321 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, 2021 and December 31, 2020 are as follows (dollars in thousands): Indefinite-Lived Definite-Lived Total Gross Carrying Amount Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Assets held for sale (185) (2) — — (2) (1) (190) Acquisition — — 15,000 — — — 15,000 Dispositions (1,471) (9) — — (10) (6) (1,496) Balance as of September 30, 2021 $ 823,934 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,316 Accumulated Amortization Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Amortization Expense — — (9,364) (4,800) (1,128) — (15,292) Assets held for sale — — — — — 1 1 Dispositions — — — — — 6 6 Balance as of September 30, 2021 $ — $ — $ (39,894) $ (21,333) $ (5,030) $ (11,053) $ (77,310) Net Book Value as of September 30, 2021 $ 823,934 $ 19,749 $ 105,106 $ 10,667 $ 8,550 $ — $ 968,006 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets as of September 30, 2021 and December 31, 2020 are as follows (dollars in thousands): Indefinite-Lived Definite-Lived Total Gross Carrying Amount Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Assets held for sale (185) (2) — — (2) (1) (190) Acquisition — — 15,000 — — — 15,000 Dispositions (1,471) (9) — — (10) (6) (1,496) Balance as of September 30, 2021 $ 823,934 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,316 Accumulated Amortization Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Amortization Expense — — (9,364) (4,800) (1,128) — (15,292) Assets held for sale — — — — — 1 1 Dispositions — — — — — 6 6 Balance as of September 30, 2021 $ — $ — $ (39,894) $ (21,333) $ (5,030) $ (11,053) $ (77,310) Net Book Value as of September 30, 2021 $ 823,934 $ 19,749 $ 105,106 $ 10,667 $ 8,550 $ — $ 968,006 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company’s long-term debt consisted of the following as of September 30, 2021 and December 31, 2020 (dollars in thousands): September 30, 2021 December 31, 2020 Term Loan due 2026 $ 356,240 $ 469,411 Less: current portion of Term Loan due 2026 — (5,250) 6.75% Senior Notes 449,695 452,836 2020 Revolving Credit Facility — 60,000 PPP Loans 20,000 — Less: Total unamortized debt issuance costs (7,353) (9,336) Long-term debt, net $ 818,582 $ 967,661 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Gross Amounts and Fair Value | The following table shows the gross amount and fair value of the Term Loan due 2026 and 6.75% Senior Notes (dollars in thousands): September 30, 2021 December 31, 2020 Term Loan due 2026: Gross value $ 356,240 $ 469,411 Fair value - Level 2 355,884 460,023 6.75% Senior Notes: Gross value $ 449,695 $ 452,836 Fair value - Level 2 465,434 464,157 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | The following table presents the basic and diluted income (loss) per share, and the reconciliation of basic to diluted weighted average common shares (in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Basic Income (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 27,448 $ (15,803) Basic net income (loss) attributable to common shares $ 27,448 $ (15,803) Denominator: Basic weighted average shares outstanding 20,508 20,340 Basic undistributed net income (loss) per share attributable to common shares $ 1.34 $ (0.78) Diluted Income (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 27,448 $ (15,803) Diluted net income (loss) attributable to common shares $ 27,448 $ (15,803) Denominator: Basic weighted average shares outstanding 20,508 20,340 Effect of dilutive options and restricted share units 209 — Diluted weighted average shares outstanding 20,717 20,340 Diluted undistributed net income (loss) per share attributable to common shares $ 1.32 $ (0.78) Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Basic Loss Per Share Numerator: Undistributed net loss from operations $ (360) $ (59,470) Basic net loss attributable to common shares $ (360) $ (59,470) Denominator: Basic weighted average shares outstanding 20,468 20,299 Basic undistributed net loss per share attributable to common shares $ (0.02) $ (2.93) Diluted Loss Per Share Numerator: Undistributed net loss from operations $ (360) $ (59,470) Diluted net loss attributable to common shares $ (360) $ (59,470) Denominator: Basic weighted average shares outstanding 20,468 20,299 Diluted weighted average shares outstanding 20,468 20,299 Diluted undistributed net loss per share attributable to common shares $ (0.02) $ (2.93) |
Nature of Business, Interim F_4
Nature of Business, Interim Financial Data and Basis of Presentation (Narrative) (Details) $ in Millions | Aug. 02, 2021USD ($) | Sep. 30, 2021segmentstationaffiliatemarket |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of owned-and-operated stations | station | 412 | |
Number of markets | market | 86 | |
Number of affiliate stations | affiliate | 7,300 | |
Number of reportable segments | segment | 1 | |
Gain on sale of assets | $ | $ 20.8 |
Nature of Business, Interim F_5
Nature of Business, Interim Financial Data and Basis of Presentation - Asset Acquisition (Narrative) (Details) - USD ($) $ in Thousands | Jul. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Asset Acquisition [Line Items] | ||||
Upfront cash payment | $ 7,000 | $ 0 | ||
Proceeds from divestiture of businesses | $ 2,600 | |||
Affiliate Advertising Relationships | ||||
Asset Acquisition [Line Items] | ||||
Total Consideration | $ 15,000 | |||
Upfront cash payment | 7,000 | |||
Contingent consideration | $ 8,000 | |||
Contingent consideration payment period | 3 years |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental disclosures of cash flow information: | ||
Interest paid | $ 38,951 | $ 37,707 |
Income taxes paid (refunded) | 5,348 | (2,155) |
Supplemental disclosures of non-cash flow information: | ||
Trade revenue | 27,349 | 22,154 |
Trade expense | 26,819 | 20,941 |
Noncash principal change in financing liabilities | $ (54) | $ 620 |
Revenues (Disaggregated by Reve
Revenues (Disaggregated by Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 237,716 | $ 196,385 | $ 664,163 | $ 570,321 |
Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 233,816 | 192,823 | 651,016 | 560,236 |
Non-advertising revenues (tower rental and other) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 3,900 | $ 3,562 | $ 13,147 | $ 10,085 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Net revenue | $ 237,716 | $ 196,385 | $ 664,163 | $ 570,321 | |
Asset related to unamortized portion of commission expense | 6,300 | 6,300 | $ 5,800 | ||
Advertising Barter Transactions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net revenue | 8,600 | 7,200 | 27,300 | 22,200 | |
Other expenses | $ 8,300 | $ 6,800 | $ 26,800 | $ 20,900 |
Intangible Assets (Gross Carryi
Intangible Assets (Gross Carrying Amount and Accumulated Amortization) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | $ (62,025) |
Amortization Expense | (15,292) |
Assets held for sale | 1 |
Dispositions | 6 |
Accumulated amortization, ending balance | (77,310) |
Intangible Assets Activity [Roll Forward] | |
Beginning balance | 1,032,002 |
Assets held for sale | (190) |
Acquisition | 15,000 |
Dispositions | (1,496) |
Ending balance | 1,045,316 |
Net Book Value | 968,006 |
FCC licenses | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 825,590 |
Assets held for sale | (185) |
Acquisition | 0 |
Dispositions | (1,471) |
Ending balance | 823,934 |
Net Book Value | 823,934 |
Trademarks | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 19,760 |
Assets held for sale | (2) |
Acquisition | 0 |
Dispositions | (9) |
Ending balance | 19,749 |
Net Book Value | 19,749 |
Affiliate and producer relationships | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 130,000 |
Assets held for sale | 0 |
Acquisition | 15,000 |
Dispositions | 0 |
Ending balance | 145,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (30,530) |
Amortization Expense | (9,364) |
Assets held for sale | 0 |
Dispositions | 0 |
Accumulated amortization, ending balance | (39,894) |
Net Book Value | 105,106 |
Broadcast advertising | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 32,000 |
Assets held for sale | 0 |
Acquisition | 0 |
Dispositions | 0 |
Ending balance | 32,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (16,533) |
Amortization Expense | (4,800) |
Assets held for sale | 0 |
Dispositions | 0 |
Accumulated amortization, ending balance | (21,333) |
Net Book Value | 10,667 |
Tower income contracts | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 13,592 |
Assets held for sale | (2) |
Acquisition | 0 |
Dispositions | (10) |
Ending balance | 13,580 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (3,902) |
Amortization Expense | (1,128) |
Assets held for sale | 0 |
Dispositions | 0 |
Accumulated amortization, ending balance | (5,030) |
Net Book Value | 8,550 |
Other | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 11,060 |
Assets held for sale | (1) |
Acquisition | 0 |
Dispositions | (6) |
Ending balance | 11,053 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (11,060) |
Amortization Expense | 0 |
Assets held for sale | 1 |
Dispositions | 6 |
Accumulated amortization, ending balance | (11,053) |
Net Book Value | $ 0 |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
PPP Loans | $ 20,000 | $ 0 |
Less: Total unamortized debt issuance costs | (7,353) | (9,336) |
Long-term debt, net | 818,582 | 967,661 |
Term Loan due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 356,240 | 469,411 |
Less: current portion | 0 | (5,250) |
6.75% Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 449,695 | $ 452,836 |
Stated rate | 0.0675% | 0.0675% |
2020 Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 60,000 |
PPP Loans | ||
Debt Instrument [Line Items] | ||
PPP Loans | $ 20,000 | $ 0 |
Long-Term Debt (Refinanced Cred
Long-Term Debt (Refinanced Credit Agreement (Term Loan due 2026)) (Details) - USD ($) $ in Thousands | May 25, 2021 | Nov. 03, 2020 | Sep. 30, 2020 | Sep. 26, 2019 | May 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 0 | $ 60,000 | |||||
6.75% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated rate | 0.0675% | 0.0675% | |||||
Write-off | $ 600 | ||||||
Tower Sale | 6.75% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 26,000 | ||||||
Term Loan Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 525,000 | ||||||
Basis spread on variable rate | 1.00% | ||||||
Stated rate | 4.75% | ||||||
Amortization of outstanding loan principal amount, quarterly installment | 0.25% | ||||||
Debt discounts and issuance costs | $ 5,100 | ||||||
Repayments of debt | $ 89,000 | $ 49,000 | |||||
Write-off | $ 400 | $ 900 | |||||
Term Loan Due 2026 | 6.75% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 23,000 | ||||||
Term Loan Due 2026 | Land Sale | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | 65,000 | ||||||
Term Loan Due 2026 | Tower Sale | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 23,000 | ||||||
Term Loan Due 2026 | London Interbank Offered Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.75% | ||||||
Term Loan Due 2026 | London Interbank Offered Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Term Loan Due 2026 | Alternative Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.75% | ||||||
Term Loan Due 2026 | Alternative Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.00% | ||||||
Term Loan Due 2026 | Federal Funds Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% |
Long-Term Debt (2020 Revolving
Long-Term Debt (2020 Revolving Credit Agreement) (Details) - USD ($) | May 17, 2021 | Mar. 06, 2020 | Sep. 30, 2021 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Borrowing base | 85.00% | ||
Unused capacity, commitment fee rate | 0.25% | ||
Debt instrument, unamortized discount | $ 600,000 | ||
Debt discounts and issuance costs | 400,000 | ||
Repayments of debt | $ 60,000,000 | ||
Letters of credit outstanding | $ 4,300,000 | ||
Revolving Credit Facility | Alternative Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Swing Line Loans | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 |
Long-Term Debt (6.75% Senior No
Long-Term Debt (6.75% Senior Notes) (Details) - USD ($) | Jun. 23, 2021 | May 25, 2021 | Nov. 03, 2020 | Sep. 30, 2020 | May 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 26, 2019 |
Term Loan Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated rate | 4.75% | |||||||
Repayments of debt | $ 89,000,000 | $ 49,000,000 | ||||||
Write-off | $ 400,000 | $ 900,000 | ||||||
Tower Sale | Term Loan Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 23,000,000 | |||||||
6.75% Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated rate | 0.0675% | 0.0675% | ||||||
Debt instrument, face amount | $ 500,000,000 | |||||||
Write-off | $ 600,000 | |||||||
6.75% Senior Notes | Term Loan Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 23,000,000 | |||||||
6.75% Senior Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated rate | 6.75% | 6.75% | ||||||
Debt issuance costs | $ 7,300,000 | |||||||
Repayments of debt | $ 3,000,000 | $ 47,200,000 | ||||||
6.75% Senior Notes | Tower Sale | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 26,000,000 |
Long-Term Debt (Paycheck Protec
Long-Term Debt (Paycheck Protection Program) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2021 | Jun. 30, 2021 | |
Paycheck Protection Program | ||
Line of Credit Facility [Line Items] | ||
Unsecured debt | $ 20 | |
Stated rate | 1.00% | |
PPP Loans | Subsequent Event | ||
Line of Credit Facility [Line Items] | ||
Loan forgiveness | $ 20 |
Fair Value Measurements (Gross
Fair Value Measurements (Gross Amounts and Fair Value of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 26, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Gross value | $ 818,582 | $ 967,661 | |
Term Loan Due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Gross value | 356,240 | 469,411 | |
6.75% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Gross value | $ 449,695 | $ 452,836 | |
6.75% Senior Notes | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated rate | 6.75% | 6.75% | |
Fair value - Level 2 | Term Loan Due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | $ 355,884 | $ 460,023 | |
Fair value - Level 2 | 6.75% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | $ 465,434 | $ 464,157 | |
6.75% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated rate | 0.0675% | 0.0675% | |
6.75% Senior Notes | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated rate | 6.75% | 6.75% |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Term Loan Due 2026 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading prices rate to calculate the fair value | 99.90% | 98.00% |
6.75% Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading prices rate to calculate the fair value | 103.50% | 102.50% |
6.75% Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stated rate | 6.75% | 6.75% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (expense) benefit | $ (3,668) | $ 5,082 | $ (57) | $ 18,603 |
Loss before income taxes | $ (31,116) | $ 20,885 | $ 303 | $ 78,073 |
Effective tax rate | 11.80% | 24.30% | (18.90%) | 23.80% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | May 20, 2020$ / shares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||
Stock shares authorized (in shares) | 300,000,000 | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, shares issued (in shares) | 20,729,554 | ||
Common stock, shares outstanding (in shares) | 20,502,895 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares issued (in shares) | 18,721,481 | 18,135,956 | |
Common stock, shares outstanding (in shares) | 18,494,822 | 17,961,734 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares issued (in shares) | 2,008,073 | 2,416,253 | |
Common stock, shares outstanding (in shares) | 2,008,073 | 2,416,253 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 |
Class A Right | |||
Class of Stock [Line Items] | |||
Conversion ratio | 1 | ||
Class B Right | |||
Class of Stock [Line Items] | |||
Conversion ratio | 1 | ||
Series 1 Warrant Right | |||
Class of Stock [Line Items] | |||
Conversion ratio | 1 | ||
Series 2 Warrant Right | |||
Class of Stock [Line Items] | |||
Conversion ratio | 1 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic Income (Loss) Per Share | ||||
Undistributed net income (loss) from operations | $ 27,448 | $ (15,803) | $ (360) | $ (59,470) |
Basic net income (loss) attributable to common shares | $ 27,448 | $ (15,803) | $ (360) | $ (59,470) |
Basic weighted average shares outstanding (in shares) | 20,508,135 | 20,339,895 | 20,467,969 | 20,299,461 |
Basic undistributed net income (loss) per share attributable to common shares (in dollars per share) | $ 1.34 | $ (0.78) | $ (0.02) | $ (2.93) |
Diluted Income (Loss) Per Share | ||||
Undistributed net income (loss) from operations | $ 27,448 | $ (15,803) | $ (360) | $ (59,470) |
Diluted net income (loss) attributable to common shares | $ 27,448 | $ (15,803) | $ (360) | $ (59,470) |
Basic weighted average shares outstanding (in shares) | 20,508,135 | 20,339,895 | 20,467,969 | 20,299,461 |
Effect of dilutive options and restricted share units (in shares) | 209,000 | 0 | ||
Diluted weighted average shares outstanding (in shares) | 20,717,018 | 20,339,895 | 20,467,969 | 20,299,461 |
Diluted undistributed net income (loss) per share attributable to common shares (in dollars per share) | $ 1.32 | $ (0.78) | $ (0.02) | $ (2.93) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 17, 2020claim | Feb. 24, 2020plaintiff | Aug. 31, 2015lawsuit | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Remaining aggregate obligation under the agreements with Nielsen Audio | $ | $ 58.8 | |||
Number of lawsuits | lawsuit | 2 | |||
Number of plaintiffs | plaintiff | 2 | |||
Number of claims dismissed | claim | 1 |