Cover page
Cover page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 27, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 | 780 Johnson Ferry Road NE | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Atlanta, | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30342 | |
City Area Code | 404 | |
Local Phone Number | 949-0700 | |
Title of 12(b) Security | Class A common stock, par value $0.0000001 per share | |
Trading Symbol | CMLS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Central Index Key | 0001058623 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,113,514 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 908,810 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 108,694 | $ 177,028 |
Accounts receivable, less allowance for doubtful accounts of $5,901 and $5,816 at June 30, 2022 and December 31, 2021, respectively | 188,802 | 196,934 |
Trade receivable | 2,370 | 1,898 |
Prepaid expenses and other current assets | 36,334 | 30,656 |
Total current assets | 336,200 | 406,516 |
Property and equipment, net | 185,935 | 191,520 |
Operating lease right-of-use assets | 138,819 | 142,937 |
Broadcast licenses | 823,137 | 823,905 |
Other intangible assets, net | 127,146 | 138,390 |
Deferred income tax assets | 5,441 | 6,356 |
Other assets | 7,534 | 7,758 |
Total assets | 1,624,212 | 1,717,382 |
Current liabilities: | ||
Accounts payable and accrued expenses | 99,912 | 109,669 |
Current portion of operating lease liabilities | 28,512 | 28,395 |
Trade payable | 2,924 | 1,750 |
Total current liabilities | 131,348 | 139,814 |
Term loan due 2026, net of debt issuance costs of $2,071 and $2,404 at June 30, 2022 and December 31, 2021, respectively | 341,660 | 353,836 |
6.75% senior notes, net of debt issuance costs of $3,702 and $4,607 at June 30, 2022 and December 31, 2021, respectively | 396,170 | 445,088 |
Operating lease liabilities | 123,254 | 125,638 |
Financing liabilities, net | 216,317 | 219,649 |
Other liabilities | 11,722 | 13,860 |
Total liabilities | 1,220,471 | 1,297,885 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Treasury stock, at cost, 2,110,946 and 230,310 shares at June 30, 2022 and December 31, 2021, respectively | (29,676) | (2,977) |
Additional paid-in-capital | 345,427 | 342,233 |
Retained earnings | 87,990 | 80,241 |
Total stockholders’ equity | 403,741 | 419,497 |
Total liabilities and stockholders’ equity | 1,624,212 | 1,717,382 |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Condensed Financial Statements, Captions [Line Items] | ||
Accounts receivable, less allowance for doubtful accounts | $ 5,901 | $ 5,816 |
Debt issuance costs | $ 2,071 | $ 2,404 |
Common stock, shares issued (in shares) | 21,133,270 | |
Common stock, shares outstanding (in shares) | 19,022,324 | |
Treasury stock, shares (in shares) | 2,110,946 | 230,310 |
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) | 20,224,460 | 18,789,029 |
Common stock, shares outstanding (in shares) | 18,113,514 | 18,558,719 |
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) | 908,810 | 1,964,764 |
Common stock, shares outstanding (in shares) | 908,810 | 1,964,764 |
6.75% Senior Notes | Senior Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Debt issuance costs | $ 3,702 | $ 4,607 |
Stated rate | 6.75% | 6.75% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenue | $ 236,741 | $ 224,718 | $ 468,773 | $ 426,446 |
Operating expenses: | ||||
Content costs | 83,184 | 82,882 | 174,509 | 173,030 |
Selling, general and administrative expenses | 96,835 | 93,063 | 192,127 | 183,161 |
Depreciation and amortization | 13,815 | 13,163 | 27,369 | 26,573 |
Local marketing agreement fees | 13 | 193 | 18 | 689 |
Corporate expenses | 15,819 | 22,971 | 33,983 | 39,409 |
Gain on sale or disposal of assets or stations | (15) | (179) | (1,126) | (462) |
Total operating expenses | 209,651 | 212,093 | 426,880 | 422,400 |
Operating income | 27,090 | 12,625 | 41,893 | 4,046 |
Non-operating expense: | ||||
Interest expense | (16,116) | (18,091) | (31,981) | (35,640) |
Gain on early extinguishment of debt | 1,597 | 0 | 1,597 | 0 |
Other (expense) income, net | (30) | 314 | (53) | 174 |
Total non-operating expense, net | (14,549) | (17,777) | (30,437) | (35,466) |
Income (loss) before income taxes | 12,541 | (5,152) | 11,456 | (31,420) |
Income tax (expense) benefit | (3,887) | (739) | (3,707) | 3,611 |
Net income (loss) | $ 8,654 | $ (5,891) | $ 7,749 | $ (27,809) |
Basic and diluted loss per common share (see Note 8, "Earnings (Loss) Per Share"): | ||||
Basic: Earnings (Loss) per share (in dollars per share) | $ 0.43 | $ (0.29) | $ 0.38 | $ (1.36) |
Diluted: Earnings (Loss) per share (in dollars per share) | $ 0.42 | $ (0.29) | $ 0.37 | $ (1.36) |
Weighted average basic common shares outstanding (in shares) | 20,322,260 | 20,475,348 | 20,474,168 | 20,447,553 |
Weighted average diluted common shares outstanding (in shares) | 20,568,512 | 20,475,348 | 20,782,674 | 20,447,553 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2020 | 17,961,734 | 2,416,253 | |||||||
Beginning balance at Dec. 31, 2020 | $ 397,591 | $ 0 | $ 0 | $ (2,414) | $ 337,042 | $ 62,963 | |||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2020 | 174,222 | ||||||||
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 | |||||||
Ending balance at Mar. 31, 2021 | 376,416 | $ 0 | $ 0 | $ (2,729) | 338,099 | 41,046 | |||
Treasury Stock, Ending balance (in shares) at Mar. 31, 2021 | 207,888 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 17,961,734 | 2,416,253 | |||||||
Beginning balance at Dec. 31, 2020 | 397,591 | $ 0 | $ 0 | $ (2,414) | 337,042 | 62,963 | |||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2020 | 174,222 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (27,809) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 18,445,643 | 2,040,152 | |||||||
Ending balance at Jun. 30, 2021 | 371,675 | $ 0 | $ 0 | $ (2,937) | 339,457 | 35,155 | |||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2021 | 226,659 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 18,327,716 | 2,117,906 | |||||||
Beginning balance at Mar. 31, 2021 | 376,416 | $ 0 | $ 0 | $ (2,729) | 338,099 | 41,046 | |||
Treasury Stock, Beginning balance (in shares) at Mar. 31, 2021 | 207,888 | ||||||||
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 | |||||||
Ending balance at Jun. 30, 2021 | 371,675 | $ 0 | $ 0 | $ (2,937) | 339,457 | 35,155 | |||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2021 | 226,659 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 18,558,719 | 1,964,764 | 18,558,719 | 1,964,764 | |||||
Beginning balance at Dec. 31, 2021 | $ 419,497 | $ 0 | $ 0 | $ (2,977) | 342,233 | 80,241 | |||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2021 | 230,310 | 230,310 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | $ (905) | (905) | |||||||
Shares returned in lieu of tax payments (in shares) | 137,857 | ||||||||
Shares returned in lieu of tax payments | (1,476) | $ (1,476) | |||||||
Issuance of common stock (in shares) | 168,083 | ||||||||
Stock based compensation expense | 1,507 | 1,507 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 18,726,802 | 1,964,764 | |||||||
Ending balance at Mar. 31, 2022 | 418,623 | $ 0 | $ 0 | $ (4,453) | 343,740 | 79,336 | |||
Treasury Stock, Ending balance (in shares) at Mar. 31, 2022 | 368,167 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 18,558,719 | 1,964,764 | 18,558,719 | 1,964,764 | |||||
Beginning balance at Dec. 31, 2021 | $ 419,497 | $ 0 | $ 0 | $ (2,977) | 342,233 | 80,241 | |||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2021 | 230,310 | 230,310 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | $ 7,749 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 19,022,324 | 18,113,514 | 908,810 | 18,113,514 | 908,810 | ||||
Ending balance at Jun. 30, 2022 | $ 403,741 | $ 0 | $ 0 | $ (29,676) | 345,427 | 87,990 | |||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2022 | 2,110,946 | 2,110,946 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 18,726,802 | 1,964,764 | |||||||
Beginning balance at Mar. 31, 2022 | $ 418,623 | $ 0 | $ 0 | $ (4,453) | 343,740 | 79,336 | |||
Treasury Stock, Beginning balance (in shares) at Mar. 31, 2022 | 368,167 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 8,654 | 8,654 | |||||||
Shares returned in lieu of tax payments (in shares) | 18,642 | ||||||||
Shares returned in lieu of tax payments | (223) | $ (223) | |||||||
Conversion of Class B Common Stock (in shares) | 1,055,954 | (1,055,954) | |||||||
Issuance of common stock (in shares) | 54,895 | ||||||||
Treasury stock purchased under share repurchase program (in shares) | (1,724,137) | 1,724,137 | |||||||
Treasury stock purchased under share repurchase program | (25,000) | $ (25,000) | |||||||
Stock based compensation expense | $ 1,687 | 1,687 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 19,022,324 | 18,113,514 | 908,810 | 18,113,514 | 908,810 | ||||
Ending balance at Jun. 30, 2022 | $ 403,741 | $ 0 | $ 0 | $ (29,676) | $ 345,427 | $ 87,990 | |||
Treasury Stock, Ending balance (in shares) at Jun. 30, 2022 | 2,110,946 | 2,110,946 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 7,749 | $ (27,809) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 27,369 | 26,573 |
Amortization and write-off of debt issuance costs | 1,488 | 1,889 |
Provision for doubtful accounts | 1,464 | (1,296) |
Gain on sale or disposal of assets or stations | (1,126) | (462) |
Gain on early extinguishment of debt | (1,597) | 0 |
Deferred income taxes | 915 | (3,955) |
Stock-based compensation expense | 3,194 | 2,415 |
Non-cash interest expense on financing liabilities | 1,752 | 2,008 |
Non-cash imputed rental income | (2,304) | (2,222) |
Changes in assets and liabilities (excluding acquisitions and dispositions): | ||
Accounts receivable | (3,687) | 23,010 |
Trade receivable | (472) | (614) |
Prepaid expenses and other current assets | (13,941) | (4,580) |
Operating leases, net | 1,851 | 2,463 |
Other assets | (57) | 3,646 |
Accounts payable and accrued expenses | 6,855 | (977) |
Trade payable | 1,174 | 323 |
Other liabilities | (103) | 279 |
Net cash provided by operating activities | 30,524 | 20,691 |
Cash flows from investing activities: | ||
Proceeds from sale of assets or stations | 1,941 | 91 |
Asset acquisition | (120) | 0 |
Proceeds from insurance reimbursement | 1,850 | 750 |
Capital expenditures | (11,609) | (11,971) |
Net cash used in investing activities | (7,938) | (11,130) |
Cash flows from financing activities: | ||
Repayment of borrowings under term loan | (12,509) | (113,171) |
Repayments of borrowings under 6.75% senior notes | (48,226) | (3,141) |
Repayments of borrowings under the 2020 revolving credit facility | 0 | (60,000) |
Proceeds from PPP loans | 0 | 20,000 |
Treasury stock purchases | (25,000) | 0 |
Payment of contingent consideration | (1,000) | 0 |
Shares returned in lieu of tax payments | (1,699) | (523) |
Transaction costs for financing liability | 0 | (7) |
Proceeds from financing liability | 0 | 2,635 |
Repayments of financing liabilities | (2,358) | (1,994) |
Repayments of finance lease obligations | (128) | (143) |
Net cash used in financing activities | (90,920) | (156,344) |
Decrease in cash and cash equivalents | (68,334) | (146,783) |
Cash and cash equivalents at beginning of period | 177,028 | 271,761 |
Cash and cash equivalents at end of period | $ 108,694 | $ 124,978 |
Nature of Business, Interim Fin
Nature of Business, Interim Financial Data and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
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 405 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 more than 9,500 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, 2021, was derived from the Company’s audited financial statements as of December 31, 2021, and our accompanying unaudited Condensed Consolidated Financial Statements as of June 30, 2022 and for the periods ended June 30, 2022 and 2021, 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, 2021. 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 June 30, 2022, 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 six months ended June 30, 2022 and 2021, 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. As of June 30, 2022 and December 31, 2021, assets held for sale were not material. 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 six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Supplemental disclosures of cash flow information: Interest paid $ 29,050 $ 31,876 Income taxes paid 5,270 5,480 Supplemental disclosures of non-cash flow information: Trade revenue $ 24,202 $ 18,777 Trade expense 23,872 18,479 Noncash principal change in financing liabilities (342) (22) 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 2021 Broadcast radio revenue: Spot $ 127,009 $ 120,886 Network 48,713 55,346 Total broadcast radio revenue 175,722 176,232 Digital 37,801 31,422 Other 23,218 17,064 Net revenue $ 236,741 $ 224,718 Six Months Ended June 30, 2022 2021 Broadcast radio revenue: Spot $ 230,922 $ 213,783 Network 113,986 117,375 Total broadcast radio revenue 344,908 331,158 Digital 69,694 58,501 Other 54,171 36,787 Net revenue $ 468,773 $ 426,446 Broadcast Radio Revenue Most of our revenue is generated through the sale of terrestrial, broadcast radio spot advertising time to local, regional, and national clients. In addition to local, regional and national spot advertising revenues, we monetize our available inventory in the network sales marketplace. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates to reach a broader national audience. Digital Revenue We generate digital advertising revenue from the sale of advertising and promotional opportunities across our podcasting network, streaming audio network, websites, mobile applications and digital marketing services. We operate streaming audio advertising networks in the U.S., including owned and operated internet radio simulcasted stations with either digital ad-inserted or simulcasted ads. We sell display ads across local radio station websites, mobile applications, and ancillary custom client microsites. We also sell premium advertising adjacent to, or embedded in, podcasts through our network of owned and distributed podcasts. In addition, we sell an array of digital marketing services such as, email marketing, geo-targeted display and video solutions, website and microsite building and hosting, social media management, reputation management and search engine marketing and optimization within our Cumulus C-Suite digital marketing solutions portfolio to existing and new advertisers. Other Revenue Other revenue includes trade and barter transactions, remote and event revenues, and non-advertising revenue. Non-advertising revenue represents fees received for licensing content, imputed tower rental income, satellite rental income, revenues from our digital commerce platform, and proprietary software licensing. 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 June 30, 2022 and 2021, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $12.3 million and $8.5 million, respectively; and (2) trade and barter expenses of $12.7 million and $8.9 million, respectively. For the six months ended June 30, 2022 and 2021, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $24.2 million and $18.8 million, respectively; and (2) trade and barter expenses of $23.9 million and $18.5 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 June 30, 2022 and December 31, 2021, the Company recorded an asset of approximately $7.2 million and $6.7 million, respectively, related to the unamortized portion of commission expense on new local direct revenue. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 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, 2021 $ 823,905 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,287 Acquisition — 120 — — — — 120 Dispositions (768) — — — — — (768) Balance as of June 30, 2022 $ 823,137 $ 19,869 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,044,639 Accumulated Amortization Balance as of December 31, 2021 $ — $ — $ (43,598) $ (22,933) $ (5,408) $ (11,053) $ (82,992) Amortization Expense — — (7,410) (3,200) (754) — (11,364) Balance as of June 30, 2022 $ — $ — $ (51,008) $ (26,133) $ (6,162) $ (11,053) $ (94,356) Net Book Value as of June 30, 2022 $ 823,137 $ 19,869 $ 93,992 $ 5,867 $ 7,418 $ — $ 950,283 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 June 30, 2022. 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 | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company’s long-term debt consisted of the following as of June 30, 2022 and December 31, 2021 (dollars in thousands): June 30, 2022 December 31, 2021 Term Loan due 2026 $ 343,731 $ 356,240 6.75% Senior Notes 399,872 449,695 Less: Total unamortized debt issuance costs (5,773) (7,011) Long-term debt, net $ 737,830 $ 798,924 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"), Cumulus Media Intermediate, Inc. ("Intermediate"), a direct wholly-owned subsidiary of the Company, and 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 June 30, 2022, 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. As a result of the mandatory prepayments discussed below, the Company is no longer required to make such quarterly installments. 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. As a result of certain of the Company's sales and dispositions and Excess Cash Flow (as defined in the Term Loan due 2026), the Company was required by the provisions of the Term Loan due 2026 to prepay certain amounts outstanding under the facility. The Company made prepayments to the Term Loan due 2026 of approximately $49.0 million, $112.0 million and $12.5 million, in September 2020, May 2021 and March 2022, respectively. In connection with the prepayments, the Company wrote-off approximately $0.4 million, $0.9 million and $0.1 million of debt issuance costs, respectively. As of June 30, 2022, 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 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. On June 3, 2022, Holdings, the Borrowers and Intermediate entered into a fifth amendment (the "Amendment") to the 2020 Revolving Credit Agreement. The Amendment, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to June 3, 2027, provided, that if any of the Company’s indebtedness with an aggregate principal amount in excess of $35.0 million is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the maturity date of all borrowings under the 2020 Revolving Credit Facility will instead be such Springing Maturity Date, and (ii) modified certain terms of the 2020 Revolving Credit Facility to replace the relevant benchmark provisions from the London Interbank Offered Rate to the Secured Overnight Financing Rate ("SOFR"). Except as modified by the Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect. 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 SOFR plus (i) 0.10% and (ii) 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 issuance of the 2020 Revolving Credit Agreement and the Amendment were evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments - Derecognition , to determine whether the transactions should be accounted for as a debt modification or extinguishment. At issuance of the 2020 Revolving Credit Agreement, the Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender in 2020. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and amortized over the original term of the 2020 Revolving Credit Agreement. Costs incurred for the Amendment were not material. The total remaining unamortized debt issuance costs will be amortized over the new term. On May 17, 2021, the Company completed a $60.0 million repayment of the 2020 Revolving Credit Facility. As of June 30, 2022, $4.7 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of June 30, 2022, 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. As a result of certain of the Company's sales and dispositions, the Company was required by the provisions of the indenture governing the 6.75% Senior Notes to offer to prepay certain amounts outstanding under the 6.75% Senior Notes. In connection with such offers, the Company accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes in November 2020, and wrote-off approximately $0.6 million of debt issuance costs related to the 6.75% Notes accepted and canceled in the transaction, and the Company accepted and cancelled approximately $3.0 million in aggregate principal amount of the 6.75% Notes in May 2021. During the second quarter of 2022, the Company r epurchased $49.8 million principal amount of the 6.75% Senior Notes. The repurchase resulted in a gain on extinguishment of debt of approximately $1.6 million. The 6.75% Senior Notes were repurchased with cash on hand. As a result of the repurchases, the Company wrote-off approximately $0.5 million of debt issuance costs. As of June 30, 2022, the Issuer was in compliance with all required covenants under the Indenture. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 December 31, 2021 Term Loan due 2026: Gross value $ 343,731 $ 356,240 Fair value - Level 2 324,826 355,795 6.75% Senior Notes: Gross value $ 399,872 $ 449,695 Fair value - Level 2 360,884 466,559 As of June 30, 2022, the Company used trading prices from a third party of 94.50% and 90.25% to calculate the fair value of the Term Loan due 2026 and the 6.75% Senior Notes, respectively. As of December 31, 2021, the Company used trading prices from a third party of 99.88% and 103.75% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended June 30, 2022, the Company recorded an income tax expense of $3.9 million on pre-tax book income of $12.5 million, resulting in an effective tax rate of approximately 31.0%. For the three months ended June 30, 2021, the Company recorded an income tax expense of $0.7 million on pre-tax book loss of $5.2 million, resulting in an effective tax rate of approximately (14.3)%. For the six months ended June 30, 2022, the Company recorded an income tax expense of $3.7 million on pre-tax book income of $11.5 million, resulting in an effective tax rate of approximately 32.4%. For the six months ended June 30, 2021, the Company recorded an income tax benefit of $3.6 million on pre-tax book loss of $31.4 million, resulting in an effective tax rate of approximately 11.5%. The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and six month periods ended June 30, 2022, primarily relate to state and local income taxes and the effect of certain statutory non-deductible expenses. The differences between the effective tax rates and the federal statutory rate of 21.0% for the three and six month periods ended June 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 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 June 30, 2022, 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 likely than not recognition standard for recovery. The Company will continue to monitor the valuation of deferred tax assets, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, the Company had 21,133,270 aggregate issued shares of common stock, and 19,022,324 outstanding shares consisting of: (i) 20,224,460 issued shares and 18,113,514 outstanding shares designated as Class A common stock; and (ii) 908,810 issued and outstanding shares designated as Class B common stock. Share Repurchase Program On May 3, 2022, the Board of Directors authorized a share repurchase program for up to $50.0 million of outstanding Class A common stock. The share repurchase authorization expires November 3, 2023. Purchases made pursuant to the program may be made from time to time, at the Company’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The specific timing, manner, price and amount of any repurchases will be determined by the Company and may be subject to economic and market conditions, stock price, applicable legal requirements and other factors. Under the share repurchase authorization, on May 6, 2022, the Company commenced a modified Dutch tender offer to purchase up to $25.0 million of shares of its Class A common stock at a price not greater than $16.50 and not less than $14.50 per share of Class A common stock, to the tendering shareholder in cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer expired on June 3, 2022. Through the Offer, the Company accepted for payment a total of 1,724,137 shares of the Company's Class A Common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses. Shares repurchased under the Offer are accounted for as treasury stock and the total cost of shares repurchased is recorded as a reduction of stockholder's equity in the unaudited condensed consolidated balance sheet. Subsequent to the Offer and as of June 30, 2022, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company calculates basic earnings (loss) per share by dividing net loss by the weighted average number of common shares outstanding, including warrants. The Company calculates diluted earnings (loss) per share by dividing net earnings (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 three and six months ended June 30, 2022, potential common shares related to the Company's stock options were excluded from the diluted share count as the exercise price of the options was greater than the average market price of the common shares and, as such, their effect would have been anti-dilutive. For the three and six months ended June 30, 2021, due to the net loss attributable to the Company common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive. The Company applies the two-class method to calculate earnings (loss) per share. Because both classes share the same rights in dividends and losses, earnings (loss) per share (basic and diluted) is the same for both classes. The following tables present the basic and diluted earnings (loss) per share, and the reconciliation of basic to diluted weighted average common shares (in thousands): Three Months Ended June 30, 2022 2021 Basic Earnings (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 8,654 $ (5,891) Basic net income (loss) attributable to common shares $ 8,654 $ (5,891) Denominator: Basic weighted average shares outstanding 20,322 20,475 Basic undistributed net income (loss) per share attributable to common shares $ 0.43 $ (0.29) Diluted Earnings (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 8,654 $ (5,891) Diluted net income (loss) attributable to common shares $ 8,654 $ (5,891) Denominator: Basic weighted average shares outstanding 20,322 20,475 Effect of dilutive options and restricted share units 247 — Diluted weighted average shares outstanding 20,569 20,475 Diluted undistributed net income (loss) per share attributable to common shares $ 0.42 $ (0.29) Six Months Ended June 30, 2022 2021 Basic Earnings (Loss) Per Share Numerator: Undistributed net earnings (loss) from operations $ 7,749 $ (27,809) Basic net earnings (loss) attributable to common shares $ 7,749 $ (27,809) Denominator: Basic weighted average shares outstanding 20,474 20,448 Basic undistributed net earnings (loss) per share attributable to common shares $ 0.38 $ (1.36) Diluted Earnings (Loss) Per Share Numerator: Undistributed net earnings (loss) from operations $ 7,749 $ (27,809) Diluted net earnings (loss) attributable to common shares $ 7,749 $ (27,809) Denominator: Basic weighted average shares outstanding 20,474 20,448 Effect of dilutive options and restricted share units 309 — Diluted weighted average shares outstanding 20,783 20,448 Diluted undistributed net earnings (loss) per share attributable to common shares $ 0.37 $ (1.36) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. But those plaintiffs continue to litigate a separate case, Flo & Eddie, Inc. v. Pandora Media, LLC, which is pending in the Central District of California (2:14-cv-07648-PSG-GJS). Pandora attempted to dismiss the lawsuit under California’s anti-SLAPP statute, claiming that its broadcast of Pre-1972 recordings constituted speech on an issue of public interest and that Flo & Eddie’s claims have no merit. The district court denied the motion on the ground that the anti-SLAPP statute did not cover Pandora’s conduct, and the Ninth Circuit affirmed the denial (No. 20-56134). The Ninth Circuit, however, directed the district court to consider expedited motion practice on the legal validity of Flo & Eddie’s claims given the Ninth Circuit’s decision in the Sirius XM Radio case. The Company is not a party to that case and 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 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 24, 2021, the Company filed a motion seeking dismissal of all remaining claims. On October 15, 2021, the Court entered an order granting the Company’s motion and dismissing all remaining claims. On November 12, 2021, one of the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. The Company intends to vigorously defend itself in the appeal. The October 15, 2021 order and/or the pending appeal may not foreclose other parties from asserting similar claims against the Company. The Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows. |
Nature of Business, Interim F_2
Nature of Business, Interim Financial Data and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2021, was derived from the Company’s audited financial statements as of December 31, 2021, and our accompanying unaudited Condensed Consolidated Financial Statements as of June 30, 2022 and for the periods ended June 30, 2022 and 2021, 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, 2021. |
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 June 30, 2022, 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 six months ended June 30, 2022 and 2021, the |
Assets Held for Sale | Assets Held for SaleLong-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. |
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) | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 2021 Supplemental disclosures of cash flow information: Interest paid $ 29,050 $ 31,876 Income taxes paid 5,270 5,480 Supplemental disclosures of non-cash flow information: Trade revenue $ 24,202 $ 18,777 Trade expense 23,872 18,479 Noncash principal change in financing liabilities (342) (22) |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated by Revenue Source | The following table presents revenues disaggregated by revenue source (dollars in thousands): Three Months Ended June 30, 2022 2021 Broadcast radio revenue: Spot $ 127,009 $ 120,886 Network 48,713 55,346 Total broadcast radio revenue 175,722 176,232 Digital 37,801 31,422 Other 23,218 17,064 Net revenue $ 236,741 $ 224,718 Six Months Ended June 30, 2022 2021 Broadcast radio revenue: Spot $ 230,922 $ 213,783 Network 113,986 117,375 Total broadcast radio revenue 344,908 331,158 Digital 69,694 58,501 Other 54,171 36,787 Net revenue $ 468,773 $ 426,446 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 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, 2021 $ 823,905 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,287 Acquisition — 120 — — — — 120 Dispositions (768) — — — — — (768) Balance as of June 30, 2022 $ 823,137 $ 19,869 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,044,639 Accumulated Amortization Balance as of December 31, 2021 $ — $ — $ (43,598) $ (22,933) $ (5,408) $ (11,053) $ (82,992) Amortization Expense — — (7,410) (3,200) (754) — (11,364) Balance as of June 30, 2022 $ — $ — $ (51,008) $ (26,133) $ (6,162) $ (11,053) $ (94,356) Net Book Value as of June 30, 2022 $ 823,137 $ 19,869 $ 93,992 $ 5,867 $ 7,418 $ — $ 950,283 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets as of June 30, 2022 and December 31, 2021 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, 2021 $ 823,905 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,287 Acquisition — 120 — — — — 120 Dispositions (768) — — — — — (768) Balance as of June 30, 2022 $ 823,137 $ 19,869 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,044,639 Accumulated Amortization Balance as of December 31, 2021 $ — $ — $ (43,598) $ (22,933) $ (5,408) $ (11,053) $ (82,992) Amortization Expense — — (7,410) (3,200) (754) — (11,364) Balance as of June 30, 2022 $ — $ — $ (51,008) $ (26,133) $ (6,162) $ (11,053) $ (94,356) Net Book Value as of June 30, 2022 $ 823,137 $ 19,869 $ 93,992 $ 5,867 $ 7,418 $ — $ 950,283 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company’s long-term debt consisted of the following as of June 30, 2022 and December 31, 2021 (dollars in thousands): June 30, 2022 December 31, 2021 Term Loan due 2026 $ 343,731 $ 356,240 6.75% Senior Notes 399,872 449,695 Less: Total unamortized debt issuance costs (5,773) (7,011) Long-term debt, net $ 737,830 $ 798,924 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 December 31, 2021 Term Loan due 2026: Gross value $ 343,731 $ 356,240 Fair value - Level 2 324,826 355,795 6.75% Senior Notes: Gross value $ 399,872 $ 449,695 Fair value - Level 2 360,884 466,559 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings (Loss) per Common Share | The following tables present the basic and diluted earnings (loss) per share, and the reconciliation of basic to diluted weighted average common shares (in thousands): Three Months Ended June 30, 2022 2021 Basic Earnings (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 8,654 $ (5,891) Basic net income (loss) attributable to common shares $ 8,654 $ (5,891) Denominator: Basic weighted average shares outstanding 20,322 20,475 Basic undistributed net income (loss) per share attributable to common shares $ 0.43 $ (0.29) Diluted Earnings (Loss) Per Share Numerator: Undistributed net income (loss) from operations $ 8,654 $ (5,891) Diluted net income (loss) attributable to common shares $ 8,654 $ (5,891) Denominator: Basic weighted average shares outstanding 20,322 20,475 Effect of dilutive options and restricted share units 247 — Diluted weighted average shares outstanding 20,569 20,475 Diluted undistributed net income (loss) per share attributable to common shares $ 0.42 $ (0.29) Six Months Ended June 30, 2022 2021 Basic Earnings (Loss) Per Share Numerator: Undistributed net earnings (loss) from operations $ 7,749 $ (27,809) Basic net earnings (loss) attributable to common shares $ 7,749 $ (27,809) Denominator: Basic weighted average shares outstanding 20,474 20,448 Basic undistributed net earnings (loss) per share attributable to common shares $ 0.38 $ (1.36) Diluted Earnings (Loss) Per Share Numerator: Undistributed net earnings (loss) from operations $ 7,749 $ (27,809) Diluted net earnings (loss) attributable to common shares $ 7,749 $ (27,809) Denominator: Basic weighted average shares outstanding 20,474 20,448 Effect of dilutive options and restricted share units 309 — Diluted weighted average shares outstanding 20,783 20,448 Diluted undistributed net earnings (loss) per share attributable to common shares $ 0.37 $ (1.36) |
Nature of Business, Interim F_4
Nature of Business, Interim Financial Data and Basis of Presentation - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment affiliate station market | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of owned-and-operated stations | station | 405 |
Number of markets | market | 86 |
Number of affiliate stations | affiliate | 9,500 |
Number of reportable segments | segment | 1 |
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 | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Supplemental disclosures of cash flow information: | ||
Interest paid | $ 29,050 | $ 31,876 |
Income taxes paid | 5,270 | 5,480 |
Supplemental disclosures of non-cash flow information: | ||
Trade revenue | 24,202 | 18,777 |
Trade expense | 23,872 | 18,479 |
Noncash principal change in financing liabilities | $ (342) | $ (22) |
Revenues - Disaggregated by Rev
Revenues - Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 236,741 | $ 224,718 | $ 468,773 | $ 426,446 |
Total broadcast radio revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 175,722 | 176,232 | 344,908 | 331,158 |
Spot | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 127,009 | 120,886 | 230,922 | 213,783 |
Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 48,713 | 55,346 | 113,986 | 117,375 |
Digital | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 37,801 | 31,422 | 69,694 | 58,501 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 23,218 | $ 17,064 | $ 54,171 | $ 36,787 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 236,741 | $ 224,718 | $ 468,773 | $ 426,446 | |
Asset related to unamortized portion of commission expense | 7,200 | 7,200 | $ 6,700 | ||
Trade and Barter Transactions | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 12,300 | 8,500 | 24,200 | 18,800 | |
Other expenses | $ 12,700 | $ 8,900 | $ 23,900 | $ 18,500 |
Intangible Assets - Gross Carry
Intangible Assets - Gross Carrying Amount and Accumulated Amortization (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | $ (82,992) |
Amortization Expense | (11,364) |
Accumulated amortization, ending balance | (94,356) |
Intangible Assets Activity [Roll Forward] | |
Beginning balance | 1,045,287 |
Acquisition | 120 |
Dispositions | (768) |
Ending balance | 1,044,639 |
Net Book Value | 950,283 |
FCC licenses | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 823,905 |
Acquisition | 0 |
Dispositions | (768) |
Ending balance | 823,137 |
Net Book Value | 823,137 |
Trademarks | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 19,749 |
Acquisition | 120 |
Dispositions | 0 |
Ending balance | 19,869 |
Net Book Value | 19,869 |
Affiliate and producer relationships | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 145,000 |
Acquisition | 0 |
Dispositions | 0 |
Ending balance | 145,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (43,598) |
Amortization Expense | (7,410) |
Accumulated amortization, ending balance | (51,008) |
Net Book Value | 93,992 |
Broadcast advertising | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 32,000 |
Acquisition | 0 |
Dispositions | 0 |
Ending balance | 32,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (22,933) |
Amortization Expense | (3,200) |
Accumulated amortization, ending balance | (26,133) |
Net Book Value | 5,867 |
Tower income contracts | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 13,580 |
Acquisition | 0 |
Dispositions | 0 |
Ending balance | 13,580 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (5,408) |
Amortization Expense | (754) |
Accumulated amortization, ending balance | (6,162) |
Net Book Value | 7,418 |
Other | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 11,053 |
Acquisition | 0 |
Dispositions | 0 |
Ending balance | 11,053 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (11,053) |
Amortization Expense | 0 |
Accumulated amortization, ending balance | (11,053) |
Net Book Value | $ 0 |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 26, 2019 |
Debt Instrument [Line Items] | |||
Less: Total unamortized debt issuance costs | $ (5,773) | $ (7,011) | |
Long-term debt, net | $ 737,830 | 798,924 | |
Term Loan due 2026 | Secured Debt | |||
Debt Instrument [Line Items] | |||
Stated rate | 4.75% | ||
Long-term debt, gross | $ 343,731 | $ 356,240 | |
6.75% Senior Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated rate | 6.75% | 6.75% | 6.75% |
Long-term debt, gross | $ 399,872 | $ 449,695 |
Long-Term Debt - Refinanced Cre
Long-Term Debt - Refinanced Credit Agreement (Term Loan due 2026) (Details) - Term Loan due 2026 - Secured Debt - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | ||
Sep. 26, 2019 | May 31, 2021 | Sep. 30, 2020 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Long-term line of credit | $ 525 | |||
Basis spread on variable rate | 1% | |||
Stated rate | 4.75% | |||
Amortization of outstanding loan principal amount, quarterly installment | 0.25% | |||
Debt discounts and issuance costs | $ 5.1 | |||
Repayments of debt | $ 112 | $ 49 | 12.5 | |
Write off of deferred debt issuance cost | $ 0.9 | $ 0.4 | $ 0.1 | |
London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.75% | |||
London Interbank Offered Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Alternative Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Alternative Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2% | |||
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 | Jun. 30, 2022 | Jun. 03, 2022 |
Debt Instrument [Line Items] | ||||
Debt covenant, outstanding amount to trigger conditional maturity date | $ 35,000,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | |||
Borrowing base | 85% | |||
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 | $ 4,700,000 | |||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.10% | |||
Revolving Credit Facility | Alternative Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
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 N
Long-Term Debt - 6.75% Senior Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
May 31, 2021 | Nov. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 26, 2019 | |
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 2,071,000 | $ 2,071,000 | $ 2,404,000 | |||||
Gain on early extinguishment of debt | $ 1,597,000 | $ 0 | $ 1,597,000 | $ 0 | ||||
6.75% Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||
6.75% Senior Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated rate | 6.75% | 6.75% | 6.75% | 6.75% | ||||
Debt issuance costs | $ 3,702,000 | $ 3,702,000 | $ 4,607,000 | $ 7,300,000 | ||||
Repayments of debt | $ 3,000,000 | $ 47,200,000 | ||||||
Write off of deferred debt issuance cost | $ 600,000 | 500,000 | ||||||
Repurchase amount | 49,800,000 | $ 49,800,000 | ||||||
Gain on early extinguishment of debt | $ 1,600,000 |
Fair Value Measurements - Gross
Fair Value Measurements - Gross Amounts and Fair Value of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 26, 2019 |
Term Loan due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Gross value | $ 343,731 | $ 356,240 | |
6.75% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Gross value | $ 399,872 | $ 449,695 | |
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 | $ 324,826 | $ 355,795 | |
Fair value - Level 2 | 6.75% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | $ 360,884 | $ 466,559 | |
6.75% Senior Notes | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated rate | 6.75% | 6.75% | 6.75% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
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 | 94.50% | 99.88% |
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 | 90.25% | 103.75% |
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 - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 3,887 | $ 739 | $ 3,707 | $ (3,611) |
Income (loss) before income taxes | $ 12,541 | $ (5,152) | $ 11,456 | $ (31,420) |
Effective tax rate | 31% | (14.30%) | 32.40% | 11.50% |
Federal statutory rate | 21% | 21% | 21% | 21% |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jun. 03, 2022 | Jun. 30, 2022 | May 06, 2022 | May 03, 2022 | Dec. 31, 2021 | |
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) | 21,133,270 | ||||
Common stock, shares outstanding (in shares) | 19,022,324 | ||||
Treasury stock purchased under share repurchase program | $ 25,000,000 | ||||
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) | 20,224,460 | 18,789,029 | |||
Common stock, shares outstanding (in shares) | 18,113,514 | 18,558,719 | |||
Share repurchase authorized amount | $ 25,000,000 | $ 50,000,000 | |||
Shares acquired (in shares) | 1,724,137 | ||||
Average cost (usd per share) | $ 14.50 | ||||
Treasury stock purchased under share repurchase program | $ 25,000,000 | ||||
Remaining authorized repurchase amount | $ 25,000,000 | ||||
Class A Common Stock | Maximum | |||||
Class of Stock [Line Items] | |||||
Share price (usd per share) | $ 16.50 | ||||
Class A Common Stock | Minimum | |||||
Class of Stock [Line Items] | |||||
Share price (usd per share) | $ 14.50 | ||||
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) | 908,810 | 1,964,764 | |||
Common stock, shares outstanding (in shares) | 908,810 | 1,964,764 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Computation of Basic and Diluted Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Undistributed net income (loss) from operations | $ 8,654 | $ (5,891) | $ 7,749 | $ (27,809) |
Basic net income (loss) attributable to common shares | $ 8,654 | $ (5,891) | $ 7,749 | $ (27,809) |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 20,322,260 | 20,475,348 | 20,474,168 | 20,447,553 |
Basic undistributed net earnings (loss) per share attributable to common shares (in dollars per share) | $ 0.43 | $ (0.29) | $ 0.38 | $ (1.36) |
Numerator: | ||||
Undistributed net income (loss) from operations | $ 8,654 | $ (5,891) | $ 7,749 | $ (27,809) |
Diluted net income (loss) attributable to common shares | $ 8,654 | $ (5,891) | $ 7,749 | $ (27,809) |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 20,322,260 | 20,475,348 | 20,474,168 | 20,447,553 |
Effect of dilutive options and restricted share units (in shares) | 247,000 | 0 | 309,000 | 0 |
Diluted weighted average shares outstanding (in shares) | 20,568,512 | 20,475,348 | 20,782,674 | 20,447,553 |
Diluted undistributed net earnings (loss) per share attributable to common shares (in dollars per share) | $ 0.42 | $ (0.29) | $ 0.37 | $ (1.36) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | ||
Nov. 12, 2021 claim | Feb. 24, 2020 plaintiff | Aug. 31, 2015 lawsuit | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of lawsuits | lawsuit | 2 | ||
Number of plaintiffs | plaintiff | 2 | ||
Number of claims dismissed | claim | 1 |