Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Document 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 | 01-14461 | |
Entity Registrant Name | Audacy, Inc. | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 23-1701044 | |
Entity Address, Address Line One | 2400 Market Street | |
Entity Address, Address Line Two | 4th Floor | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19103 | |
City Area Code | (610) | |
Local Phone Number | 660-5610 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $.01 per share | |
Trading Symbol | AUD | |
Security Exchange Name | NYSE | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001067837 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 137,420,583 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,045,199 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS: | ||
Cash | $ 62,841 | $ 30,964 |
Accounts receivable, net of allowance of $18,790 in 2021 and $18,911 in 2020 | 271,360 | 276,102 |
Prepaid expenses, deposits and other | 65,840 | 47,504 |
Total current assets | 400,041 | 354,570 |
Investments | 3,005 | 3,305 |
Net property and equipment | 360,049 | 340,318 |
Operating lease right-of-use assets | 224,733 | 236,903 |
Radio broadcasting licenses | 2,252,249 | 2,229,016 |
Goodwill | 81,630 | 62,215 |
Assets held for sale | 528 | 21,407 |
Other assets, net of accumulated amortization | 38,423 | 41,023 |
TOTAL ASSETS | 3,360,658 | 3,288,757 |
LIABILITIES: | ||
Accounts payable | 18,605 | 13,776 |
Accrued expenses | 80,465 | 59,828 |
Other current liabilities | 90,998 | 73,997 |
Operating lease liabilities | 40,667 | 40,439 |
Long-term debt, current portion | 0 | 5,488 |
Total current liabilities | 230,735 | 193,528 |
Long-term debt, net of current portion | 1,746,948 | 1,689,949 |
Operating lease liabilities, net of current portion | 214,664 | 229,400 |
Net deferred tax liabilities | 482,090 | 473,398 |
Other long-term liabilities | 59,027 | 57,744 |
Total long-term liabilities | 2,502,729 | 2,450,491 |
Total liabilities | 2,733,464 | 2,644,019 |
CONTINGENCIES AND COMMITMENTS | ||
SHAREHOLDERS' EQUITY: | ||
Class A, B and C common stock | 1,413 | 1,409 |
Additional paid-in capital | 1,668,065 | 1,662,155 |
Accumulated deficit | (1,041,424) | (1,017,037) |
Accumulated other comprehensive income (loss) | (860) | (1,789) |
Total shareholders' equity | 627,194 | 644,738 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 3,360,658 | $ 3,288,757 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 18,790 | $ 18,911 |
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 REVENUES | $ 329,443 | $ 268,505 | $ 874,672 | $ 741,403 |
OPERATING EXPENSE: | ||||
Station operating expenses | 260,972 | 228,671 | 718,924 | 668,195 |
Depreciation and amortization expense | 12,477 | 12,547 | 38,690 | 37,665 |
Corporate general and administrative expenses | 24,176 | 14,526 | 71,470 | 42,039 |
Integration costs | 0 | 0 | 0 | 490 |
Restructuring charges | 2,300 | 1,206 | 4,219 | 10,310 |
Impairment loss | 26 | 11,814 | 1,371 | 17,021 |
Refinancing expenses | 0 | 0 | 473 | 0 |
Other expenses | 245 | 0 | 566 | 61 |
Total operating expense | 300,196 | 268,764 | 835,713 | 775,781 |
OPERATING INCOME (LOSS) | 29,247 | (259) | 38,959 | (34,378) |
NET INTEREST EXPENSE | 22,771 | 20,846 | 66,484 | 66,109 |
Net (gain) loss on extinguishment of debt | 0 | 0 | 8,168 | 0 |
Net (gain) loss on sale or disposal of assets | 4 | 0 | 3,731 | 228 |
Other (income) expense | 0 | 0 | (446) | 0 |
OTHER (INCOME) EXPENSE | (4) | 0 | 3,991 | (228) |
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) | 6,480 | (21,105) | (31,516) | (100,259) |
INCOME TAX (BENEFIT) EXPENSE | 11,241 | (4,227) | (6,534) | (20,432) |
NET INCOME (LOSS) | $ (4,761) | $ (16,878) | $ (24,982) | $ (79,827) |
NET INCOME (LOSS) PER SHARE - BASIC (in dollars per share) | $ (0.04) | $ (0.13) | $ (0.18) | $ (0.59) |
NET INCOME (LOSS) PER SHARE - DILUTED (in dollars per share) | $ (0.04) | $ (0.13) | $ (0.18) | $ (0.59) |
WEIGHTED AVERAGE SHARES: | ||||
Basic (in shares) | 135,893,823 | 134,735,075 | 135,857,127 | 134,753,276 |
Diluted (in shares) | 135,893,823 | 134,735,075 | 135,857,127 | 134,753,276 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ (4,761) | $ (16,878) | $ (24,982) | $ (79,827) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT): | ||||
Net unrealized gain (loss) on derivatives, net of taxes (benefit) | 170 | 515 | 929 | (2,099) |
COMPREHENSIVE INCOME (LOSS) | $ (4,591) | $ (16,363) | $ (24,053) | $ (81,926) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2019 | $ 881,443 | $ 1,339 | $ 40 | $ 1,655,781 | $ (775,578) | $ (139) |
Beginning balance (in shares) at Dec. 31, 2019 | 133,867,621 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (9,138) | (9,138) | ||||
Compensation expense related to granting of stock awards (in shares) | 440,129 | |||||
Compensation expense related to granting of stock awards | 4,117 | $ 4 | 4,113 | |||
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares) | 165,756 | |||||
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP") | 241 | $ 2 | 239 | |||
Purchase of vested employee restricted stock units (in shares) | (432,472) | |||||
Purchase of vested employee restricted stock units | (1,394) | $ (4) | (1,390) | |||
Payment of dividends on common stock | (3,221) | (3,221) | ||||
Dividend equivalents, net of forfeitures | 493 | 493 | ||||
Net unrealized gain (loss) on derivatives | (2,354) | (2,354) | ||||
Ending balance at Mar. 31, 2020 | 870,187 | $ 1,341 | $ 40 | 1,656,015 | (784,716) | (2,493) |
Ending balance (in shares) at Mar. 31, 2020 | 134,041,034 | 4,045,199 | ||||
Beginning balance at Dec. 31, 2019 | 881,443 | $ 1,339 | $ 40 | 1,655,781 | (775,578) | (139) |
Beginning balance (in shares) at Dec. 31, 2019 | 133,867,621 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (79,827) | |||||
Net unrealized gain (loss) on derivatives | (2,099) | |||||
Ending balance at Sep. 30, 2020 | 803,687 | $ 1,340 | $ 40 | 1,659,950 | (855,405) | (2,238) |
Ending balance (in shares) at Sep. 30, 2020 | 133,949,367 | 4,045,199 | ||||
Beginning balance at Mar. 31, 2020 | 870,187 | $ 1,341 | $ 40 | 1,656,015 | (784,716) | (2,493) |
Beginning balance (in shares) at Mar. 31, 2020 | 134,041,034 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (53,811) | (53,811) | ||||
Compensation expense related to granting of stock awards (in shares) | (30,040) | |||||
Compensation expense related to granting of stock awards | 2,274 | 2,274 | ||||
Purchase of vested employee restricted stock units (in shares) | (41,002) | |||||
Purchase of vested employee restricted stock units | (53) | $ (1) | (52) | |||
Payment of dividends on common stock | (189) | (189) | ||||
Dividend equivalents, net of forfeitures | 162 | 162 | ||||
Net unrealized gain (loss) on derivatives | (260) | (260) | ||||
Ending balance at Jun. 30, 2020 | 818,310 | $ 1,340 | $ 40 | 1,658,210 | (838,527) | (2,753) |
Ending balance (in shares) at Jun. 30, 2020 | 133,969,992 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (16,878) | (16,878) | ||||
Compensation expense related to granting of stock awards (in shares) | (20,625) | |||||
Compensation expense related to granting of stock awards | 1,784 | 1,784 | ||||
Dividend equivalents, net of forfeitures | (44) | (44) | ||||
Net unrealized gain (loss) on derivatives | 515 | 515 | ||||
Ending balance at Sep. 30, 2020 | 803,687 | $ 1,340 | $ 40 | 1,659,950 | (855,405) | (2,238) |
Ending balance (in shares) at Sep. 30, 2020 | 133,949,367 | 4,045,199 | ||||
Beginning balance at Dec. 31, 2020 | 644,738 | $ 1,369 | $ 40 | 1,662,155 | (1,017,037) | (1,789) |
Beginning balance (in shares) at Dec. 31, 2020 | 136,913,375 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (21,648) | (21,648) | ||||
Compensation expense related to granting of stock awards (in shares) | 291,347 | |||||
Compensation expense related to granting of stock awards | 2,578 | $ 3 | 2,575 | |||
Exercise of stock options (in shares) | 47,535 | |||||
Exercise of stock options | 15 | 15 | ||||
Purchase of vested employee restricted stock units (in shares) | (347,607) | |||||
Purchase of vested employee restricted stock units | (1,911) | $ (3) | (1,908) | |||
Payment of dividends on common stock | (386) | (386) | ||||
Dividend equivalents, net of forfeitures | 386 | 386 | ||||
Net unrealized gain (loss) on derivatives | 553 | 553 | ||||
Ending balance at Mar. 31, 2021 | 624,325 | $ 1,369 | $ 40 | 1,662,451 | (1,038,299) | (1,236) |
Ending balance (in shares) at Mar. 31, 2021 | 136,904,650 | 4,045,199 | ||||
Beginning balance at Dec. 31, 2020 | 644,738 | $ 1,369 | $ 40 | 1,662,155 | (1,017,037) | (1,789) |
Beginning balance (in shares) at Dec. 31, 2020 | 136,913,375 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ (24,982) | |||||
Exercise of stock options (in shares) | 115,000 | |||||
Net unrealized gain (loss) on derivatives | $ 929 | |||||
Ending balance at Sep. 30, 2021 | 627,194 | $ 1,373 | $ 40 | 1,668,065 | (1,041,424) | (860) |
Ending balance (in shares) at Sep. 30, 2021 | 137,298,864 | 4,045,199 | ||||
Beginning balance at Mar. 31, 2021 | 624,325 | $ 1,369 | $ 40 | 1,662,451 | (1,038,299) | (1,236) |
Beginning balance (in shares) at Mar. 31, 2021 | 136,904,650 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 1,426 | 1,426 | ||||
Compensation expense related to granting of stock awards (in shares) | 412,243 | |||||
Compensation expense related to granting of stock awards | 2,445 | $ 4 | 2,441 | |||
Exercise of stock options (in shares) | 38,399 | |||||
Exercise of stock options | 17 | 17 | ||||
Purchase of vested employee restricted stock units (in shares) | (20,317) | |||||
Purchase of vested employee restricted stock units | (98) | (98) | ||||
Payment of dividends on common stock | (194) | (194) | ||||
Dividend equivalents, net of forfeitures | 201 | 201 | 0 | |||
Net unrealized gain (loss) on derivatives | 206 | 206 | ||||
Ending balance at Jun. 30, 2021 | 628,328 | $ 1,373 | $ 40 | 1,664,617 | (1,036,672) | (1,030) |
Ending balance (in shares) at Jun. 30, 2021 | 137,334,975 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (4,761) | (4,761) | ||||
Compensation expense related to granting of stock awards (in shares) | (94,466) | |||||
Compensation expense related to granting of stock awards | 3,325 | $ (1) | 3,326 | |||
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares) | 38,782 | |||||
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP") | 142 | 142 | ||||
Exercise of stock options (in shares) | 28,800 | |||||
Exercise of stock options | 13 | $ 1 | 12 | |||
Purchase of vested employee restricted stock units (in shares) | (9,227) | |||||
Purchase of vested employee restricted stock units | (31) | (31) | ||||
Payment of dividends on common stock | (1) | (1) | ||||
Dividend equivalents, net of forfeitures | 9 | 9 | ||||
Net unrealized gain (loss) on derivatives | 170 | 170 | ||||
Ending balance at Sep. 30, 2021 | $ 627,194 | $ 1,373 | $ 40 | $ 1,668,065 | $ (1,041,424) | $ (860) |
Ending balance (in shares) at Sep. 30, 2021 | 137,298,864 | 4,045,199 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (24,982) | $ (79,827) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 38,690 | 37,665 |
Net amortization of deferred financing costs (net of original issue discount and debt premium) | 2,249 | 396 |
Net deferred taxes (benefit) and other | 8,692 | (13,338) |
Provision for bad debts | 1,967 | 12,576 |
Net (gain) loss on sale or disposal of assets | (3,731) | (228) |
Non-cash stock-based compensation expense | 8,349 | 6,168 |
Net loss on extinguishment of debt | 8,168 | 0 |
Deferred compensation | 2,787 | 738 |
Impairment loss | 1,371 | 17,021 |
Accretion expense, net of asset retirement obligation adjustments | 0 | 46 |
Changes in assets and liabilities (net of effects of acquisitions, and dispositions): | ||
Accounts receivable | 2,286 | 132,944 |
Prepaid expenses and deposits | (18,317) | (25,430) |
Accounts payable and accrued liabilities | 24,577 | (23,006) |
Other assets | (134) | 0 |
Accrued interest expense | 1,902 | 14,053 |
Accrued liabilities - long-term | (8,253) | 2,198 |
Net cash provided by (used in) operating activities | 45,621 | 81,976 |
INVESTING ACTIVITIES: | ||
Additions to property, equipment and software | (39,267) | (21,905) |
Proceeds from sale of radio stations and other assets | 1,162 | 10,416 |
Purchases of businesses and audio assets | (15,297) | 0 |
Net cash provided by (used in) investing activities | (53,402) | (11,489) |
FINANCING ACTIVITIES: | ||
Borrowing under the revolving senior debt | 52,000 | 146,749 |
Borrowing under the accounts receivable facility | 75,000 | 0 |
Net proceeds from note issuance | 540,000 | 0 |
Payments of long-term debt | (77,044) | (14,622) |
Payments of revolving senior debt | (124,000) | (186,022) |
Retirement of notes | (400,000) | 0 |
Payment for debt issuance costs | (9,364) | 0 |
Payment of call premium and other fees | (14,500) | 0 |
Proceeds from issuance of employee stock plan | 142 | 241 |
Proceeds from the exercise of stock options | 45 | 0 |
Purchase of vested employee restricted stock units | (2,040) | (1,447) |
Payment of dividends on common stock | 0 | (2,692) |
Payment of dividend equivalents on vested restricted stock units | (581) | (718) |
Net cash provided by (used in) financing activities | 39,658 | (58,511) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 31,877 | 11,976 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 30,964 | 20,393 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 62,841 | 32,369 |
Cash paid (received) during the period for: | ||
Interest | 62,217 | 51,482 |
Income taxes | $ (304) | $ 3,957 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT POLICIES Audacy, Inc. (formerly Entercom Communications Corp.) was formed as a Pennsylvania corporation in 1968. On April 9, 2021, the Company changed its name to Audacy, Inc. and changed its New York Stock Exchange ticker symbol from "ETM" to "AUD". The interim unaudited condensed consolidated financial statements included herein have been prepared by Audacy, Inc. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020, and filed with the SEC on March 1, 2021, as part of the Company’s Annual Report on Form 10-K (the "2020 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the 2020 Annual Report. COVID-19 In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. While the full impact of this pandemic is not yet known, the Company took proactive actions in an effort to mitigate its effects and is continually assessing its effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events. In response to the COVID-19 pandemic, the Company took certain measures to mitigate the resultant financial impact, including, but not limited to: (i) temporary salary reductions implemented across senior management and the broader organization; (ii) temporary freezing of contractual salary increases in 2020; (iii) furlough and termination of select employees; (iv) temporary suspension of new employee hiring, travel and entertainment, 401(k) matching program, and employee stock purchase program; (v) suspension of quarterly dividend program; and (vi) temporary reduction of sales and promotions spend as well as certain consulting and other discretionary expenses. The COVID-19 pandemic has had, and is expected to continue to have, a material impact on the Company's business operations, financial position, cash flows, liquidity, and capital resources and results of operations. The full extent to which the COVID-19 pandemic impacts the Company's business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be accurately estimated at this time. Recent Accounting Pronouncements All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued (other than those included in the notes to the Company’s consolidated financial statements contained in its 2020 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows. Consolidated VIE On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million accounts receivable securitization facility (the "Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Company's Credit Facility (as defined in Note 8, Long-Term Debt, below). The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) entered into by and among Audacy Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Audacy Operations”), Audacy Receivables, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, as seller (“Audacy Receivables”), the investors party thereto (the “Investors”), and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as agent (“DZ BANK”); (ii) a Sale and Contribution Agreement (the “Sale and Contribution Agreement”), by and among Audacy Operations, Audacy New York, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Audacy NY”), and Audacy Receivables; and (iii) a Purchase and Sale Agreement (the “Purchase and Sale Agreement,” and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain wholly-owned subsidiaries of the Company (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY. Audacy Receivables is considered a special purpose vehicle ("SPV") as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments. The SPV is a bankruptcy remote, limited liability company wholly owned by Audacy NY and its assets are not available to creditors of the Company, Audacy Operations or Audacy NY. Pursuant to the Receivables Facility, Audacy NY sells certain of its receivables and certain related rights to payment and obligations of Audacy NY with respect to such receivables, and certain other related rights to Audacy Receivables, LLC, which, in turn, obtains loans secured by the receivables from financial institutions (the “Lenders”). Amounts received from the Lenders, the pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Condensed Consolidated Balance Sheets. The aggregate principal amount of the loans made by the Lenders cannot exceed $75.0 million outstanding at any time. The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended. The SPV is considered a Variable Interest Entity ("VIE") because its equity capitalization is insufficient to support its operations. The most significant activities that impact the economic performance of the SPV are decisions made to manage receivables. Audacy NY is considered the primary beneficiary and consolidates the SPV as it makes these decisions. No additional financial support was provided to the SPV during the nine months ended September 30, 2021 or is expected to be provided in the future that was not previously contractually required. As of September 30, 2021, the SPV has $231.1 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility. Reclassifications Certain reclassifications have been made to prior years' statements of cash flows to conform to the presentation in the current year, which did not have a material impact on the Company's previously reported financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS The Company records acquisitions under the acquisition method of accounting, and allocates the purchase price to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed as incurred for book purposes and amortized for tax purposes. 2021 Urban One Exchange On April 20, 2021, the Company completed a transaction with Urban One, Inc. ("Urban One") under which the Company exchanged its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company and Urban One began programming the respective stations under local marketing agreements ("LMAs") on November 23, 2020. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with the four station cluster in Charlotte, North Carolina (the "divested stations") and included net revenues and station operating expenses associated with the stations in St. Louis, Missouri, Washington, D.C., and Philadelphia, Pennsylvania (the "acquired stations"). Upon completion of the Urban One Exchange, the Company: (i) removed from its condensed consolidated balance sheet the assets of the divested stations, which were previously classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. Based upon the timing of the Urban One Exchange, the Company's condensed consolidated financial statements for the nine and three months ended September 30, 2021: (a) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect and after the completion of the Urban One Exchange; and (b) do not reflect the results of the divested stations. The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2020: (x) do not reflect the results of the acquired stations; and (y) reflect the results of the divested stations. The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. Useful Lives in Years Preliminary Value From To (amounts in thousands) Assets Net property and equipment $ 2,254 0 40 Total tangible property 2,254 Radio broadcasting licenses 23,233 non-amortizing Total intangible assets $ 23,233 Total assets $ 25,487 2021 Podcorn Acquisition On March 9, 2021, the Company completed the acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash and a performance-based earnout over the next two years (the "Podcorn Acquisition"). The Company's condensed consolidated financial statements for the nine months ended September 30, 2021 reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition. The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2020 do not reflect the results of Podcorn. The Podcorn Acquisition includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Podcorn based upon the achievement of certain annual performance benchmarks over a two-year period. A portion of the contingent consideration could be paid out in 2023 and a portion of the contingent consideration could be paid out in 2024. The timing of the payment of the contingent consideration is dependent upon Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the two-year period is between $0 and $45.2 million. The fair value of the contingent consideration recognized on the acquisition date of $7.7 million was estimated by applying probability-weighted, discounted future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values, as defined in the purchase agreement, for 2022 and 2023, and the discount rate. Since the acquisition date, fluctuation in the market-based inputs used to develop the discount rate resulted in a reduction in the discount rate. As a result, the fair value of the contingent consideration at September 30, 2021 increased to $8.4 million. Changes in the fair value of the contingent considerations are recorded to the Station Operating Expenses line item on the Statement of Operations. The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. Management believes that this acquisition provides the Company with an opportunity to benefit from customer relationships, technical knowledge and trade secrets. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following preliminary purchase price allocations are based upon the valuation of assets and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. Differences between the preliminary and final valuation could be substantially different from the initial estimate. Preliminary Value Measurement Period Adjustment As Adjusted (amounts in thousands) Assets Cash $ 702 $ — $ 702 Prepaid expenses, deposits and other 18 — 18 Other assets, net of accumulated amortization 2,545 — 2,545 Goodwill 19,579 32 19,611 Deferred tax asset 72 — 72 Net working capital 95 (32) 63 Preliminary fair value of net assets acquired $ 23,011 $ — $ 23,011 The aggregate fair value purchase price allocation for the assets acquired in the Podcorn Acquisition as previously reported was revised during the nine months ended September 30, 2021 due to a change to the net working capital amounts associated with the acquired company which resulted in an increase to acquired goodwill. 2020 QL Gaming Group Acquisition On November 9, 2020, the Company completed the acquisition of sports data and iGaming affiliate platform QL Gaming Group ("QLGG") in an all cash deal for approximately $32 million (the "QLGG Acquisition"). The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2021, reflect the results of QLGG. The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2020 do not reflect the results of QLGG. The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. Management believes that this acquisition provides the Company with an opportunity to benefit from acquired technology, customer relationships, technical knowledge and trade secrets. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following table reflects the final allocation of the purchase price to the assets acquired. Preliminary Value Measurement Period Adjustment As Adjusted (amounts in thousands) Assets Net property and equipment $ 8 $ — $ 8 Other assets, net of accumulated amortization 14,608 — $ 14,608 Goodwill 18,323 (196) $ 18,127 Total intangible and other assets 32,931 (196) $ 32,735 Deferred tax liabilities (1,348) $ 196 $ (1,152) Net working capital 12 $ — $ 12 Preliminary fair value of net assets acquired $ 31,603 $ — $ 31,603 The aggregate fair value purchase price allocation for the assets acquired in the QLGG Acquisition as previously reported was revised during the nine months ended September 30, 2021 due to a change to the deferred tax amounts resulting from the acquisition which resulted in an decrease to acquired goodwill. 2020 Dispositions During the second quarter of 2020, the Company entered into an agreement with Truth Broadcasting Corporation ("Truth") to dispose of property and equipment and two broadcasting licenses in Greensboro, North Carolina. During the fourth quarter of 2020, the Company completed this sale for $0.4 million in cash. The Company reported a loss, net of expenses, of approximately $0.1 million. Unaudited Pro Forma Summary of Financial Information The following unaudited pro forma information for the nine and three months ended September 30, 2021 and September 30, 2020 assumes that the acquisitions in 2021 had occurred as of January 1, 2020 and the acquisitions in 2020 had occurred as of January 1, 2019. Refer to information within this Note 2, Business Combinations, and to the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020, and filed with the SEC on March 1, 2021, for a description of the Company’s acquisition and disposition activities. The unaudited pro forma information presented gives effect to certain adjustments, including: (i) depreciation and amortization of assets; (ii) change in the effective tax rate; (iii) merger and acquisition costs; and (iv) interest expense on any debt incurred to fund the acquisitions which would have been incurred had such acquisitions been consummated at an earlier time. This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future. Three Months Ended Nine Months Ended 2021 2020 2021 2020 (amounts in thousands except share and per share data) Pro Forma Pro Forma Pro Forma Pro Forma Net revenues $ 329,443 $ 269,494 $ 875,108 $ 743,328 Net income (loss) $ (4,888) $ (19,221) $ (25,502) $ (85,210) Net income (loss) per common share - basic $ (0.04) $ (0.14) $ (0.19) $ (0.63) Net income (loss) per common share - diluted $ (0.04) $ (0.14) $ (0.19) $ (0.63) Weighted shares outstanding basic 135,893,823 134,735,075 135,857,127 134,753,276 Weighted shares outstanding diluted 135,893,823 134,735,075 135,857,127 134,753,276 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES Restructuring Charges The following table presents the components of restructuring charges. Nine Months Ended 2021 2020 (amounts in thousands) Workforce reduction 4,131 10,218 Other restructuring costs 88 92 Total restructuring charges $ 4,219 $ 10,310 Three Months Ended 2021 2020 (amounts in thousands) Workforce reduction $ 2,263 $ 1,149 Other restructuring costs 37 57 Total restructuring charges $ 2,300 $ 1,206 Restructuring Plan During the first quarter of 2020, the Company initiated a restructuring plan to help mitigate the adverse impact that the COVID-19 pandemic is having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the COVID-19 pandemic. The restructuring plan primarily included workforce reduction charges that included one-time termination benefits and related costs to mitigate the adverse impacts of the COVID-19 pandemic. During the fourth quarter of 2017, the Company initiated a restructuring plan as a result of the integration of radio stations acquired from CBS Radio Inc. ("CBS Radio") in November 2017. The restructuring plan included: (i) workforce reduction and realignment charges that included one-time termination benefits and related costs; and (ii) costs associated with realigning radio stations within the overlap markets between CBS Radio and the Company. The estimated amount of unpaid restructuring charges as of September 30, 2021 includes amounts in accrued expenses that are expected to be paid in less than one year and long-term restructuring costs for lease abandonment costs covering the remaining non-cancellable lease term. Nine Months Ended September 30, 2021 Twelve Months Ended December 31, 2020 (amounts in thousands) Restructuring charges, beginning balance $ 2,988 $ 4,251 Additions 4,219 11,981 Payments (4,500) (13,244) Restructuring charges unpaid and outstanding 2,707 2,988 Restructuring charges - noncurrent portion — (812) Restructuring charges - current portion $ 2,707 $ 2,176 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenues [Abstract] | |
REVENUE | REVENUE Spot Revenues The Company sells air-time to advertisers and broadcasts commercials at agreed upon dates and times. The Company's performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Digital Revenues The Company provides targeted advertising through the sale of streaming and display advertisements on its national platforms, audacy.com and eventful.com, the Audacy app, and its station websites. Performance obligations include delivery of advertisements over the Company's platforms or delivery of targeted advertisements directly to consumers. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Through its acquisition of Cadence13, Inc. ("Cadence13") (the "Cadence13 Acquisition"), the Company embeds advertisements in its owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Through its acquisition of Pineapple Street Media ("Pineapple") (the "Pineapple Acquisition"), the Company creates podcasts, for which it earns production fees. Performance obligations include the delivery of episodes. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the term of the production contract. Network Revenues The Company sells air-time on the Company's Audacy Audio Network. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Sponsorship and Event Revenues The Company sells advertising space at live and local events hosted by the Company across the country. The Company also earns revenues from attendee-driven ticket sales and merchandise sales. Performance obligations include the presentation of the advertisers' branding in highly visible areas at the event. These revenues are recognized at a point in time, as the event occurs and the performance obligations are satisfied. The Company also sells sponsorships including, but not limited to, naming rights related to its programs or studios. Performance obligations include the mentioning or displaying of the sponsors' name, logo, product information, slogan or neutral descriptions of the sponsors' goods or services in acknowledgement of their support. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the length of the sponsorship agreement based upon the fair value of the deliverables included. Other Revenues The Company earns revenues from on-site promotions and endorsements from talent. Performance obligations include the broadcasting of such endorsement at specifically identifiable days and dayparts or at various local events. The Company recognizes revenue at a point in time when the performance obligations are satisfied. The Company earns trade and barter revenue by providing advertising broadcast time in exchange for certain products, supplies, and services. The Company includes the value of such exchanges in both net revenues and station operating expenses. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Contract Balances Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $1.0 million and $3.8 million as of September 30, 2021 and December 31, 2020, respectively. Description September 30, December 31, (amounts in thousands) Receivables, net, included in Accounts receivable net of allowance for doubtful accounts $ 270,374 $ 272,321 Unearned revenue - current 16,790 15,651 Unearned revenue - noncurrent 679 1,294 Changes in Contract Balances The timing of revenue recognition, billings and cash collections results in accounts receivable (billed or unbilled), and customer advances and deposits (unearned revenue) on the Company’s condensed consolidated balance sheet. At times, however, the Company receives advance payments or deposits from its customers before revenue is recognized, resulting in contract liabilities. The contract liabilities primarily relate to the advance consideration received from customers on certain contracts. For these contracts, revenue is recognized in a manner that is consistent with the satisfaction of the underlying performance obligations. The contract liabilities are reported on the condensed consolidated balance sheets on a contract-by-contract basis at the end of each respective reporting period within other current liabilities and other long-term liabilities. Significant changes in the contract liabilities balances during the period are as follows: Nine Months Ended Description Unearned Revenue (amounts in thousands) Beginning balance on January 1, 2021 $ 16,945 Revenue recognized during the period that was included in the beginning balance of contract liabilities (16,945) Additions, net of revenue recognized during period 17,469 Ending balance $ 17,469 Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source: Nine Months Ended 2021 2020 Revenue by Source (amounts in thousands) Spot revenues $ 577,561 $ 488,891 Digital revenues 169,746 131,188 Network revenues 61,626 56,889 Sponsorships and event revenues 32,021 32,871 Other revenues 33,718 31,564 Net revenues $ 874,672 $ 741,403 Three Months Ended 2021 2020 Revenue by Source (amounts in thousands) Spot revenues $ 220,562 $ 183,011 Digital revenues 61,378 47,337 Network revenues 23,453 18,908 Sponsorships and event revenues 12,093 8,776 Other revenues 11,957 10,473 Net revenues $ 329,443 $ 268,505 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Leasing Guidance The Company recognizes the assets and liabilities that arise from leases on the commencement date of the lease. The Company recognizes the liability to make lease payments as a lease liability as well as a right-of-use ("ROU") asset representing the right to use the underlying asset for the lease term, on the condensed consolidated balance sheet. Lease Expense The components of lease expense were as follows: Lease Cost Nine Months Ended 2021 2020 (amounts in thousands) Operating lease cost $ 36,728 $ 36,664 Variable lease cost 8,876 7,808 Total lease cost $ 45,604 $ 44,472 Three Months Ended Lease Cost 2021 2020 (amounts in thousands) Operating lease cost $ 12,113 $ 12,351 Variable lease cost 2,861 2,610 Total lease cost $ 14,974 $ 14,961 Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, Description 2021 2020 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 40,567 $ 44,572 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 14,898 $ 6,826 As of September 30, 2021, the Company has not entered into any leases that have not yet commenced. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Goodwill and certain intangible assets are not amortized for book purposes. They may be, however, amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair value is less than the carrying value of the reporting unit, then a charge is recorded to the results of operations. The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, Business Combinations, and Note 14, Assets Held For Sale, for additional information. Broadcasting Licenses September 30, December 31, (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,229,016 $ 2,508,121 Disposition of radio stations (See Note 2) — (432) Acquisitions (See Note 2) 23,233 — Loss on impairment — (261,929) Assets held for sale (See Note 14) — (16,744) Ending period balance $ 2,252,249 $ 2,229,016 The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information. Goodwill Carrying Amount September 30, December 31, (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,042,762 $ 1,024,467 Accumulated loss on impairment as of January 1, (980,547) (980,547) Goodwill beginning balance after cumulative loss on impairment as of January 1, 62,215 43,920 Acquisitions (See Note 2) 19,579 18,323 Measurement period adjustments to acquired goodwill (See Note 2) (164) (28) Ending period balance $ 81,630 $ 62,215 Broadcasting Licenses Impairment Test During the second and third quarters of 2020, the Company conducted interim impairment assessments on its broadcasting licenses. The interim impairment assessments indicated that the fair value of the Company's broadcasting licenses was less than their respective carrying amounts for certain of its markets. Accordingly, the Company recorded an impairment loss of $4.1 million ($3.0 million, net of tax) and $11.8 million ($8.7 million, net of tax) during the second and third quarters of 2020, respectively. During the fourth quarter of 2020, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was less than their respective carrying amounts for certain of its markets. Accordingly, the Company recorded an impairment loss of $246.0 million ($180.4 million, net of tax). If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment. There were no events or changes in circumstances since the previous annual impairment assessment conducted during the fourth quarter of 2020 that indicated an interim review of broadcasting licenses was required. Goodwill Impairment Test In November 2020, the Company completed the QLGG Acquisition. QLGG represents a separate division one level beneath the single operating segment and its own reporting unit. For the goodwill acquired in the QLGG Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the 2020 annual impairment testing process. The valuation of the acquired goodwill approximated fair value. The acquired goodwill attributable to the Company's podcast reporting unit, primarily consisting of the acquired goodwill in the 2019 acquisition of Cadence13, Inc. ("Cadence13") (the "Cadence13 Acquisition") and the 2019 acquisition of Pineapple Street Media ("Pineapple") (the "Pineapple Acquisition"), was subject to a qualitative annual impairment test conducted in the fourth quarter of 2020. As a result of the qualitative impairment test, the Company determined it was more likely than not that the fair value of the goodwill attributable to Cadence13 and Pineapple exceeded their respective carrying amounts. Accordingly, no quantitative impairment assessment was conducted and no impairment was recorded. In March 2021, the Company completed the Podcorn Acquisition. For the goodwill acquired in the Podcorn Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting are also used in the Company's annual impairment testing process. The valuation of the acquired goodwill approximated fair value. If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment. There were no events or changes in circumstances since the previous annual impairment assessment conducted during the fourth quarter of 2020 that indicated an interim review of goodwill was required. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Other current liabilities consist of the following as of the periods indicated: Other Current Liabilities September 30, December 31, (amounts in thousands) Accrued compensation $ 35,111 $ 25,264 Accounts receivable credits 1,547 1,683 Advertiser obligations 5,575 4,844 Accrued interest payable 11,706 9,804 Unearned revenue 16,790 15,651 Unfavorable sports liabilities 4,492 4,634 Accrued benefits 9,669 6,944 Non-income tax liabilities 1,894 1,332 Income taxes payable 872 — Other 3,342 3,841 Total other current liabilities $ 90,998 $ 73,997 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt was comprised of the following as of the periods indicated: Long-Term Debt September 30, December 31, (amounts in thousands) Credit Facility Revolver $ 42,727 $ 114,727 Term B-2 Loan, due November 17, 2024 677,006 754,006 Plus unamortized premium 1,467 1,681 721,200 870,414 2027 Notes 6.500% notes due May 1, 2027 425,000 425,000 Plus unamortized premium 3,807 4,318 428,807 429,318 2029 Notes 6.750% notes due March 31, 2029 540,000 — 540,000 — Accounts receivable facility 75,000 — Senior Notes 7.25% senior unsecured notes, due November 1, 2024 — 400,000 Plus unamortized premium — 9,306 — 409,306 Other debt 764 808 Total debt before deferred financing costs 1,765,771 1,709,846 Current amount of long-term debt — (5,488) Deferred financing costs (excludes the revolving credit) (18,823) (14,409) Total long-term debt, net of current debt $ 1,746,948 $ 1,689,949 Outstanding standby letters of credit $ 6,069 $ 6,229 (A) Senior Debt The 2027 Notes During 2019, the Company and its finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.), issued $425.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "2027 Notes"). Interest on the 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. A portion of the 2027 Notes was issued at premium. The premium on the 2027 Notes will be amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the Notes is reflected on the balance sheet as an addition to the 2027 Notes. The Credit Facility The Company's credit agreement (the "Credit Facility"), as amended, is comprised of a $250.0 million Revolver and a term B-2 loan (the "Term B-2 Loan"). The Credit Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at September 30, 2021. In certain circumstances, if the Company consummates additional acquisition activity permitted under the terms of the Credit Facility, the Consolidated Net First-Lien Leverage Ratio will be increased to 4.5 times for a one year period following the consummation of such permitted acquisition. As of September 30, 2021, the Company’s Consolidated Net First Lien Leverage Ratio was 3.0 times. Failure to comply with the Company’s financial covenant or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in a default under the Company’s Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt repayment could have a material adverse effect on its business. The Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates. As of September 30, 2021, the Company is in compliance with the financial covenant and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenant is highly dependent on its results of operations. The cash available from the Revolver is dependent on the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing. 2021 Debt Refinancing - The 2029 Notes During the first quarter of 2021, the Company and its finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.), issued $540.0 million in aggregate principal amount of senior secured second-lien notes due March 31, 2029 (the "2029 Notes"). Interest on the 2029 Notes accrues at the rate of 6.750% per annum and is payable semi-annually in arrears on March 31 and September 30 of each year. The Company used net proceeds of the offering, along with cash on hand, to: (i) repay $77.0 million of existing indebtedness under the Term B-2 Loan; (ii) repay $40.0 million of drawings under the Revolver; and (iii) fully redeem all of its $400.0 million aggregate principal amount of 7.250% senior notes due 2024 (the "Senior Notes") and to pay fees and expenses in connection with the redemption. In connection with this activity, during the first quarter of 2021, the Company: (i) recorded $6.6 million of new debt issuance costs attributable to the 2029 Notes which will be amortized over the term of the 2029 Notes under the effective interest method; and (ii) $0.4 million of debt issuance costs attributable to the Revolver which will be amortized over the remaining term of the Revolver on a straight line basis. The Company also incurred $0.5 million of costs which were classified within refinancing expenses. The 2029 Notes are fully and unconditionally guaranteed on a senior secured second priority basis by each of the direct and indirect subsidiaries of Audacy Capital Corp. (formerly, Entercom Media Corp.) A default under the Company's 2029 Notes could cause a default under the Company's Credit Facility or the 2027 Notes. Any event of default, therefore, could have a material adverse effect on the Company's business and financial condition. The 2029 Notes are not a registered security and there are no plans to register the 2029 Notes as a security in the future. As a result, Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries. (B) Senior Unsecured Debt The Senior Notes Simultaneously with entering into the Merger and assuming the Credit Facility on November 17, 2017, the Company also assumed the 7.250% unsecured senior notes (the “Senior Notes”) that were subsequently modified and were set to mature on November 1, 2024 in the amount of $400.0 million. The Senior Notes were originally issued by CBS Radio (now Audacy Capital Corp.) on October 17, 2016. The deferred financing costs and debt premium on the Senior Notes were amortized over the term under the effective interest rate method. As of any reporting period, the amount of any unamortized debt finance costs and debt premium costs were reflected on the balance sheet as a subtraction and an addition to the $400.0 million liability, respectively. Interest on the Senior Notes accrued at the rate of 7.250% per annum and was payable semi-annually in arrears on May 1 and November 1 of each year. In connection with the redemption of the Senior Notes during the first quarter of 2021, the Company wrote off the following amounts to gain/loss on extinguishment of debt: (i) $14.5 million in prepayment premiums for the early retirement of the Senior Notes; (ii) $8.7 million of unamortized premium attributable to the Senior Notes; (iii) $1.0 million of unamortized debt issuance costs attributable to the Senior Notes; and (iv) $1.3 million of unamortized debt issuance costs attributable to the Term B-2 Loan. The Credit Facility - Amendment No. 5 On July 20, 2020, Audacy Capital Corp. (formerly, Entercom Media Corp.), a wholly-owned subsidiary of the Company, entered into an amendment ("Amendment No. 5") to the Credit Agreement, dated October 17, 2016 (as previously amended, the "Existing Credit Agreement" and, as amended by Amendment No. 5, the "Credit Agreement"), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 5, among other things: (a) amended the Company's financial covenants under the Credit Agreement by: (i) suspending the testing of the Consolidated Net First Lien Leverage Ratio (as defined in the Credit Agreement) through the Test Period (as defined in the Credit Agreement) ending December 31, 2020; (ii) adding a new minimum liquidity covenant of $75.0 million until December 31, 2021, or such earlier date as the Company may elect (the "Covenant Relief Period"); and (iii) imposing certain restrictions during the Covenant Relief Period, including among other things, certain limitations on incurring additional indebtedness and liens, making restricted payments or investments, redeeming notes and entering into certain sale and lease-back transactions; (b) increased the interest rate and/or fees under the Credit Agreement during the Covenant Relief Period applicable to: (i) 2024 Revolving Credit Loans (as defined in the Credit Agreement) to (x) in the case of Eurodollar Rate Loans (as defined in the Credit Agreement), a customary Eurodollar rate formula plus a margin of 2.50% per annum, and (y) in the case of Base Rate Loans (as defined in the Credit Agreement), a customary base rate formula plus a margin of 1.50% per annum, and (ii) Letter of Credit (as defined in the Credit Agreement) fees to 2.50% times the daily maximum amount available to be drawn under any such Letter of Credit; and (c) modified the definition of Consolidated EBITDA by setting fixed amounts for the fiscal quarters ending June 30, 2020, September 30, 2020, and December 31, 2020, for purposes of testing compliance with the Consolidated Net First Lien Leverage Ratio financial covenant during the Covenant Relief Period, which fixed amounts correspond to the Borrower's Consolidated EBITDA as reported under the Existing Credit Agreement for the Test Period ended March 31, 2020, for the fiscal quarters ending June 30, 2019, September 30, 2019, and December 31, 2019, respectively. The Credit Facility - Amendment No. 6 On March 5, 2021, Audacy Capital Corp. (formerly, Entercom Media Corp.) a wholly owned subsidiary of the Company, entered into an amendment ("Amendment No. 6") to the Credit Agreement, dated October 17, 2016 (as previously amended, the “Existing Credit Agreement” and, as amended by Amendment No. 6, the “Credit Agreement”), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Under the Existing Credit Agreement, during the Covenant Relief Period the Company is subject to a $75.0 million limitation on investments in joint ventures, Affiliates, Unrestricted Subsidiaries and Non-Guarantor Subsidiaries (each as defined in the Existing Credit Agreement) (the “Covenant Relief Period Investment Limitation”). Amendment No. 6, among other things, excludes from the Covenant Relief Period Investment Limitation any investments made in connection with a permitted receivables financing facility. Accounts Receivable Facility On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million Receivables Facility to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Credit Facility. The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement entered into by and among Audacy Operations, Audacy Receivables as seller, the Investors, and DZ BANK, as agent; (ii) a Sale and Contribution Agreement, by and among Audacy Operations, Audacy NY, and Audacy Receivables; and (iii) a Purchase and Sale Agreement and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain wholly-owned subsidiaries of the Company (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY. Pursuant to the Purchase and Sale Agreement, the Originators (other than Audacy NY) have sold, and will continue to sell on an ongoing basis, their accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy NY. Pursuant to the Sale and Contribution Agreement, Audacy NY has sold and contributed, and will continue to sell and contribute on an ongoing basis, its accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy Receivables. Pursuant to the Receivables Purchase Agreement, Audacy Receivables has sold and will continue to sell on an ongoing basis such accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments. Yield is payable to Investors under the Receivables Purchase Agreement at a variable rate based on either one-month LIBOR or commercial paper rates plus a margin. Collections on the accounts receivable: (x) will be used to either: (i) satisfy the obligations of Audacy Receivables under the Receivables Facility; or (ii) purchase additional accounts receivable from the Originators; or (y) may be distributed to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acts as the servicer under the Agreements. The Agreements contain representations, warranties and covenants that are customary for bankruptcy-remote securitization transactions, including covenants requiring Audacy Receivables to be treated at all times as an entity separate from the Originators, Audacy Operations, the Company or any of its other affiliates and that transactions entered into between Audacy Receivables and any of its affiliates shall be on arm’s-length terms. The Receivables Purchase Agreement also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Purchase Agreement upon the occurrence of certain specified events with respect to Audacy Receivables, Audacy Operations, the Originators, or the Company, including, but not limited to: (i) Audacy Receivables’s failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios. The Company has agreed to guarantee the performance obligations of Audacy Operations and the Originators under the Receivables Facility documents. The Company has not agreed to guarantee any obligations of Audacy Receivables or the collection of any of the receivables and will not be responsible for any obligations to the extent the failure to perform such obligations by Audacy Operations or any Originator results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor. In general, the proceeds from the sale of the accounts receivable are used by the SPV to pay the purchase price for accounts receivables it acquires from Audacy NY and may be used to fund capital expenditures, repay borrowings on the Credit Facility, satisfy maturing debt obligations, as well as fund working capital needs and other approved uses. Although the SPV is a wholly owned consolidated subsidiary of Audacy NY, the SPV is legally separate from Audacy NY. The assets of the SPV (including the accounts receivables) are not available to creditors of Audacy NY, Audacy Operations or the Company, and the accounts receivables are not legally assets of Audacy NY, Audacy Operations or the Company. The Receivables Facility is accounted for as a secured financing. The pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Consolidated Balance Sheets. The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current portion, respectively, on the Condensed Consolidated Balance Sheet. At September 30, 2021, the Company had outstanding borrowings of $75.0 million under the Receivables Facility. (C) Net Interest Expense The components of net interest expense are as follows: Net Interest Expense Nine Months Ended 2021 2020 (amounts in thousands) Interest expense $ 64,285 $ 65,783 Amortization of deferred financing costs 3,580 2,942 Amortization of original issue premium of senior notes (1,331) (2,546) Interest income and other investment income (50) (70) Total net interest expense $ 66,484 $ 66,109 Net Interest Expense Three Months Ended 2021 2020 (amounts in thousands) Interest expense $ 21,668 $ 20,723 Amortization of deferred financing costs 1,342 999 Amortization of original issue premium of senior notes (241) (849) Interest income and other investment income 2 (27) Total net interest expense $ 22,771 $ 20,846 |
DERIVATIVE AND HEDGING ACTIVITI
DERIVATIVE AND HEDGING ACTIVITIES | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE AND HEDGING ACTIVITIES | DERIVATIVE AND HEDGING ACTIVITIES The Company from time to time enters into derivative financial instruments, such as interest rate collar agreements (“Collars”), to manage its exposure to fluctuations in interest rates under the Company’s variable rate debt. Hedge Accounting Treatment As of September 30, 2021, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment: Type Notional Effective Collar Fixed Expiration Notional Amount (amounts (amounts Cap 2.75% Jun. 28, 2022 $ 220.0 Collar $ 340.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2023 $ 90.0 Total $ 340.0 For the nine months ended September 30, 2021, the Company recorded the net change in the fair value of this derivative as a gain of $1.3 million (net of tax benefit of $0.3 million as of September 30, 2021) to the condensed consolidated statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of September 30, 2021, the fair value of these derivatives was a liability of $1.2 million, and is recorded as other long-term liabilities on the condensed consolidated balance sheet. The Company expects to reclassify approximately $0.9 million of this amount to the condensed consolidated statement of operations over the next twelve months. The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of September 30, 2021 and December 31, 2020: Accumulated Derivative Gain (Loss) Description September 30, December 31, (amounts in thousands) Accumulated derivative unrealized gain (loss) $ (860) $ (1,789) The following tables presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the nine and three months ended September 30, 2021 and September 30, 2020: Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations Nine Months Ended September 30, 2021 2020 2021 2020 (amounts in thousands) $ 929 $ (2,099) $ 912 $ 364 Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations Three Months Ended September 30, 2021 2020 2021 2020 (amounts in thousands) $ 170 $ 515 $ 263 $ 249 Undesignated Derivatives The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the equity market risks associated with its non-qualified deferred compensation plan liabilities. The Company pays a floating rate, based on LIBOR, on the notional amount of the TRS. The TRS is designed to substantially offset changes in its non-qualified deferred compensation plan's liabilities due to changes in the value of the investment options made by employees. As of September 30, 2021, the notional investments underlying the TRS amounted to $25.6 million. The contract term of the TRS is through March 2022 and is settled on a monthly basis, therefore limiting counterparty performance risk. The Company did not designate the TRS as an accounting hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | NET INCOME (LOSS) PER COMMON SHARE The following tables present the computations of basic and diluted net income (loss) per share from continuing operations: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income (loss) $ (4,761) $ (16,878) $ (24,982) $ (79,827) Denominator Basic weighted average shares outstanding 135,894 134,735 135,857 134,753 Net income (loss) per share - Basic $ (0.04) $ (0.13) $ (0.18) $ (0.59) Diluted Income (Loss) Per Share Numerator Net income (loss) $ (4,761) $ (16,878) $ (24,982) $ (79,827) Denominator Basic weighted average shares outstanding 135,894 134,735 135,857 134,753 Effect of RSUs and options under the treasury stock method — — — — Diluted weighted average shares outstanding 135,894 134,735 135,857 134,753 Net income (loss) per share - Diluted $ (0.04) $ (0.13) $ (0.18) $ (0.59) Disclosure of Anti-Dilutive Shares The following table presents those shares excluded as they were anti-dilutive: Three Months Ended Nine Months Ended Impact Of Equity Issuances 2021 2020 2021 2020 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 588 609 588 609 Price range of options: from $ 4.88 $ 3.54 $ 4.88 $ 3.54 Price range of options: to $ 13.98 $ 13.98 $ 13.98 $ 13.98 RSUs with service conditions 1,411 2,464 429 2,626 RSUs excluded with service and market conditions as market conditions not met — 199 — 199 Excluded shares as anti-dilutive when reporting a net loss 1,626 — 2,171 73 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Under the Company's two equity compensation plans (the “Plans”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants. Restricted Stock Units (“RSUs”) Activity The following is a summary of the changes in RSUs under the Plans during the current period: Period Ended Number of Restricted Stock Units Weighted Average Purchase Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value as of September 30, (amounts in thousands) RSUs outstanding as of: December 31, 2020 5,539 RSUs awarded September 30, 2021 801 RSUs released September 30, 2021 (1,437) RSUs forfeited September 30, 2021 (187) RSUs outstanding as of: September 30, 2021 4,716 $ — 1.1 $ 24,158 RSUs vested and expected to vest as of: September 30, 2021 4,716 $ — 1.1 $ 24,158 RSUs exercisable (vested and deferred) as of: September 30, 2021 5 $ — 0.0 $ 26 Weighted average remaining recognition period in years 1.5 Unamortized compensation expense $ 13,163 RSUs with Service and Market Conditions The Company issued RSUs with service and market conditions that are included in the table above. Option Activity The following table provides summary information related to the exercise of stock options: Nine Months Ended Option Exercise Data 2021 2020 (amounts in thousands) Intrinsic value of options exercised $ 497 $ — Tax benefit from options exercised $ 133 $ — Cash received from exercise price of options exercised $ 45 $ — The following table presents the option activity during the current period under the Plans: Period Ended Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value as of September 30 (amounts in thousands) Options outstanding as of: December 31, 2020 809 $ 8.63 Options exercised September 30, 2021 (115) 0.39 Options outstanding as of: September 30, 2021 694 $ 10.00 2.9 $ 429 Options vested and expected to vest as of: September 30, 2021 694 $ 10.00 2.9 $ 429 Options vested and exercisable as of: September 30, 2021 596 $ 11.48 2.9 $ — Weighted average remaining recognition period in years 0.9 Unamortized compensation expense $ 92 The following table summarizes significant ranges of outstanding and exercisable options as of the current period: Options Outstanding Options Exercisable (amounts in thousands) Range of Number of Options Outstanding September 30, Weighted Weighted Number of Options Exercisable September 30, Weighted From To $ 0.40 7.01 152 4.6 2.63 54 $ 5.54 $ 9.66 13.98 542 2.5 12.06 542 $ 12.06 $ 0.40 13.98 694 2.9 10.00 596 $ 11.48 Recognized Non-Cash Stock-Based Compensation Expense The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations: Nine Months Ended 2021 2020 (amounts in thousands) Station operating expenses $ 3,054 $ 1,552 Corporate general and administrative expenses 6,726 4,616 Stock-based compensation expense included in operating expenses 9,780 6,168 Income tax benefit (1) 2,219 1,452 After-tax stock-based compensation expense $ 7,561 $ 4,716 Three Months Ended 2021 2020 (amounts in thousands) Station operating expenses $ 937 $ 524 Corporate general and administrative expenses 3,491 1,421 Stock-based compensation expense included in operating expenses 4,428 1,945 Income tax benefit (1) 1,054 480 After-tax stock-based compensation expense $ 3,374 $ 1,465 (1) Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Tax Rate for the Nine and Three Months Ended September 30, 2021 The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to "ordinary" income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The Company used a discrete effective tax rate method to calculate taxes for the fiscal three- and nine-month periods ended September 30, 2021. The Company determined that since small changes in estimated "ordinary" income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the fiscal three- and nine-month periods ended September 30, 2021. The Company recognized an income tax benefit at an effective income tax rate of 20.7% for the nine months ended September 30, 2021. The Company recognized an income tax expense at an effective income tax rate of 173.5% for the three months ended September 30, 2021. The effective income tax rate was determined using a discrete effective tax rate method to calculate taxes for the period. The effective income tax rate for the period was impacted by permanent items, state tax expense and discrete income tax expense related to net operating loss carrybacks. On March 27, 2020, the United States enacted the CARES Act. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of the COVID-19 pandemic. The CARES Act includes significant business tax provisions that, among other things, includes the removal of certain limitations on utilization of net operating losses, increases the loss carry back period for certain losses to five years, and increases the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. The Company continues to evaluate the impact the CARES Act will have on the Company’s tax obligations. Tax Rate for the Nine and Three Months Ended September 30, 2020 The Company recognized an income tax benefit at an effective income tax rate of 20.4% and 20.0% for the nine months and three months ended September 30, 2020, respectively, which was determined using a forecasted rate based upon projected taxable income for the full year. Net Deferred Tax Assets and Liabilities The income tax accounting process to determine the deferred tax liabilities involves estimating all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. The Company estimated the current exposure by assessing the temporary differences and computing the provision for income taxes by applying the estimated effective tax rate to income. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value of Financial Instruments Subject to Fair Value Measurements Recurring Fair Value Measurements The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels. Fair Value Measurements At Reporting Date Description Balance at September 30, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 31,193 $ 25,119 $ — $ — $ 6,074 Interest Rate Cash Flow Hedge (3) $ 1,173 $ — $ 1,173 $ — $ — Contingent Consideration (4) $ 8,397 $ — $ — $ 8,397 $ — Description Balance at December 31, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 33,474 $ 27,040 $ — $ — $ 6,434 Interest Rate Cash Flow Hedge (3) $ 2,439 $ — $ 2,439 $ — $ — (1) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. (2) The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy. (3) The Company’s interest rate collar, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity. (4) In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate. Using an initial discount of 10.5%, the fair value of the contingent consideration was $7.7 million at the acquisition date. Due to fluctuation in the market-based inputs used to develop the discount rate, the discount rate decreased to 9.5% at September 30, 2021. As a result, the fair value of the contingent consideration at September 30, 2021 increased to $8.4 million. This balance is included in other long-term liabilities. Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. During the second, third, and fourth quarters of 2020, the Company conducted interim and annual impairment assessments on its broadcasting licenses. As a result of these impairment assessments, the Company determined the fair values of the broadcasting licenses were less than their respective carrying values. Accordingly, the Company recorded impairment charges in the second, third, and fourth quarters of 2020. Refer to Note 6, Intangible Assets and Goodwill, for additional information. During the fourth quarter of 2020, the Company conducted a qualitative impairment assessment on its goodwill attributable to the podcast reporting unit. As a result of the qualitative impairment test, the Company determined it was more likely than not that the fair value of the goodwill attributable to the podcast reporting unit exceeded its respective carrying amount. Refer to Note 6, Intangible Assets and Goodwill, for additional information. The Company performs reviews of its ROU assets for impairment when evidence exists that the carrying value of an asset may not be recoverable. The Company recorded an immaterial impairment charge related to ROU asset impairment during the three months ended March 31, 2020. During the nine months ended September 30, 2021, there were no events or changes in circumstances which indicated the Company’s broadcasting licenses, goodwill, investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable. Fair Value of Financial Instruments Subject to Disclosures The carrying amounts of the following assets and liabilities approximate fair value due to the short maturity of these instruments: (i) cash and cash equivalents; (ii) accounts receivable; and (iii) accounts payable, including accrued liabilities. The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the dates indicated: September 30, December 31, Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) Term B Loans (1) $ 677,006 $ 671,082 $ 754,006 $ 737,041 Revolver (2) $ 42,727 $ 42,727 $ 114,727 $ 114,727 Senior Notes (3) $ — $ — $ 400,000 $ 398,000 2029 Notes (3) $ 540,000 $ 547,425 $ — $ — 2027 Notes (3) $ 425,000 $ 435,094 $ 425,000 $ 429,250 Accounts receivable facility (4) $ 75,000 $ — Other debt (4) $ 765 $ 808 Letters of credit (4) $ 6,069 $ 6,229 The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company’s determination of the fair value of the Term B-2 Loan was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (2) The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (3) The Company utilizes a Level 2 valuation input based upon the market trading prices of the Senior Notes, 2029 Notes and 2027 Notes to compute the fair value as these Senior Notes, 2029 Notes and 2027 Notes are traded in the debt securities market. The Senior Notes, 2029 Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (4) The Company does not believe it is practicable to estimate the fair value of the accounts receivable facility, other debt or the outstanding standby letters of credit. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE | 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. Additionally, the Company determined that these assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. During the fourth quarter of 2020, the Company announced that it had entered into an exchange agreement with Urban One, pursuant to which the Company would exchange its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2020. In aggregate, these assets had a carrying value of $21.4 million. Upon the closing of the Urban One Exchange on April 20, 2021, the Company: (i) removed the assets which had been classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. Refer to Note 2, Business Combinations, for additional information. During the second quarter of 2021, the Company entered into an agreement with a third party to dispose of land and land improvements and equipment. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at September 30, 2021. In aggregate, these assets had a carrying value of approximately $0.5 million. The transaction is expected to close within one year. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This is considered a Level 3 measurement. The major categories of these assets held for sale are as follows as of the dates indicated: Assets Held for Sale September 30, 2021 December 31, 2020 (amounts in thousands) Net property and equipment 528 4,686 Radio broadcasting licenses — 16,744 Operating lease right-of-use assets — 1,292 Operating lease liabilities — (1,315) Net assets held for sale $ 528 $ 21,407 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY Dividend Equivalents The following table presents the amounts accrued and unpaid dividends on unvested RSUs as of the dates indicated: Dividend Equivalent Liabilities Balance Sheet Location September 30, December 31, (amounts in thousands) Short-term Other current liabilities $ 212 $ 437 Long-term Other long-term liabilities 101 477 Total $ 313 $ 914 Employee Stock Purchase Plan Following the purchase of shares under the ESPP for the first quarter of 2020, the Company temporarily suspended the ESPP. The ESPP resumed on July 1, 2021. The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated: Nine Months Ended 2021 2020 (amounts in thousands) Number of shares purchased 39 166 Non-cash compensation expense recognized $ 21 $ 43 Share Repurchase Program During the nine months ended September 30, 2021, the Company did not repurchase any shares under the 2017 Share Repurchase Program. As of September 30, 2021, $41.6 million is available for future share repurchases under the 2017 Share Repurchase Program. Shareholder Rights Agreement On April 20, 2020, the Company entered into a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (as amended from time to time, the "Rights Agreement"), which was previously approved by the Board of Directors of the Company (the "Board of Directors"). In connection with the Rights Agreement, a dividend was declared of one preferred stock purchase right (each, a "Class A Right") for each share of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), and one preferred stock purchase right (each, a "Class B Right" and, together with the Class A Rights, the "Rights") for each share of the Company's Class B common stock, par value $0.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), outstanding at the close of business on May 5, 2020 (the "Record Date"). Once the Rights become exercisable, each Right entitled the holder of each Class A Right to purchase one one-thousandth of a share of the Company's Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred"), and, with respect to each Class B Right, one one-thousandth of a share of the Company's Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred"), at a price of $6.06 per one one-thousandth of a share of Series A Preferred or Series B Preferred, as applicable (in each case, the "Purchase Price"). At the election of the Board of Directors, shares of Series A Preferred and Series B Preferred are convertible into shares of Class A Common Stock and Class B Common Stock, respectively. |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | CONTINGENCIES AND COMMITMENTS Contingencies The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on March 1, 2021, except as described below. Music Licensing The Radio Music Licensing Committee (the “RMLC”), of which we are a represented participant: (i) is currently engaged in arbitration proceedings with the American Society of Composers, Authors and Publishers ("ASCAP") regarding interpretation of the Most Favored Nations provision in the current ASCAP-2017 license as the result of the RMLC’s recent settlement with Broadcast Music, Inc. ("BMI") (as further described below), and the RMLC has filed a counterclaim against ASCAP alleging ASCAP fraudulently misrepresented its share of musical works at the time the ASCAP-2017 license was negotiated; (ii) entered into an industry-wide settlement with BMI resulting in a new license made available to RMLC members, which license is effective retroactively to January 1, 2017 and will expire on December 31, 2021; and (iii) entered into an industry-wide settlement with SESAC, Inc. ("SESAC") resulting in a new license made available to RMLC members, which license is effective retroactively to January 1, 2019 and will expire December 31, 2022. Effective as of January 1, 2021, the Company entered into a direct license agreement with Global Music Rights, LLC. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Events occurring after September 30, 2021, and through the date that these consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included and are as follows: Additional 2027 Notes Offering On October 20, 2021, the Company completed the issuance and sale of $45.0 million in aggregate principal amount of additional 2027 Notes (the "Additional 2027 Notes"). The Additional 2027 Notes are treated as a single series with the 2027 Notes. The Additional 2027 Notes are not a registered security and there are no plans to register the Additional 2027 Notes as a security in the future. As a result, Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries. WideOrbit Streaming Acquisition |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | The interim unaudited condensed consolidated financial statements included herein have been prepared by Audacy, Inc. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020, and filed with the SEC on March 1, 2021, as part of the Company’s Annual Report on Form 10-K (the "2020 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the 2020 Annual Report. |
Covid-19 | COVID-19 In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. While the full impact of this pandemic is not yet known, the Company took proactive actions in an effort to mitigate its effects and is continually assessing its effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events. In response to the COVID-19 pandemic, the Company took certain measures to mitigate the resultant financial impact, including, but not limited to: (i) temporary salary reductions implemented across senior management and the broader organization; (ii) temporary freezing of contractual salary increases in 2020; (iii) furlough and termination of select employees; (iv) temporary suspension of new employee hiring, travel and entertainment, 401(k) matching program, and employee stock purchase program; (v) suspension of quarterly dividend program; and (vi) temporary reduction of sales and promotions spend as well as certain consulting and other discretionary expenses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued (other than those included in the notes to the Company’s consolidated financial statements contained in its 2020 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows. |
Consolidated VIE | Consolidated VIE On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million accounts receivable securitization facility (the "Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Company's Credit Facility (as defined in Note 8, Long-Term Debt, below). The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) entered into by and among Audacy Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Audacy Operations”), Audacy Receivables, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, as seller (“Audacy Receivables”), the investors party thereto (the “Investors”), and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as agent (“DZ BANK”); (ii) a Sale and Contribution Agreement (the “Sale and Contribution Agreement”), by and among Audacy Operations, Audacy New York, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Audacy NY”), and Audacy Receivables; and (iii) a Purchase and Sale Agreement (the “Purchase and Sale Agreement,” and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain wholly-owned subsidiaries of the Company (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY. Audacy Receivables is considered a special purpose vehicle ("SPV") as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments. |
Reclassifications | ReclassificationsCertain reclassifications have been made to prior years' statements of cash flows to conform to the presentation in the current year, which did not have a material impact on the Company's previously reported financial statements |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions | The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. Useful Lives in Years Preliminary Value From To (amounts in thousands) Assets Net property and equipment $ 2,254 0 40 Total tangible property 2,254 Radio broadcasting licenses 23,233 non-amortizing Total intangible assets $ 23,233 Total assets $ 25,487 The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following preliminary purchase price allocations are based upon the valuation of assets and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. Differences between the preliminary and final valuation could be substantially different from the initial estimate. Preliminary Value Measurement Period Adjustment As Adjusted (amounts in thousands) Assets Cash $ 702 $ — $ 702 Prepaid expenses, deposits and other 18 — 18 Other assets, net of accumulated amortization 2,545 — 2,545 Goodwill 19,579 32 19,611 Deferred tax asset 72 — 72 Net working capital 95 (32) 63 Preliminary fair value of net assets acquired $ 23,011 $ — $ 23,011 Preliminary Value Measurement Period Adjustment As Adjusted (amounts in thousands) Assets Net property and equipment $ 8 $ — $ 8 Other assets, net of accumulated amortization 14,608 — $ 14,608 Goodwill 18,323 (196) $ 18,127 Total intangible and other assets 32,931 (196) $ 32,735 Deferred tax liabilities (1,348) $ 196 $ (1,152) Net working capital 12 $ — $ 12 Preliminary fair value of net assets acquired $ 31,603 $ — $ 31,603 |
Schedule of Business Acquisition, Pro Forma Information | This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future. Three Months Ended Nine Months Ended 2021 2020 2021 2020 (amounts in thousands except share and per share data) Pro Forma Pro Forma Pro Forma Pro Forma Net revenues $ 329,443 $ 269,494 $ 875,108 $ 743,328 Net income (loss) $ (4,888) $ (19,221) $ (25,502) $ (85,210) Net income (loss) per common share - basic $ (0.04) $ (0.14) $ (0.19) $ (0.63) Net income (loss) per common share - diluted $ (0.04) $ (0.14) $ (0.19) $ (0.63) Weighted shares outstanding basic 135,893,823 134,735,075 135,857,127 134,753,276 Weighted shares outstanding diluted 135,893,823 134,735,075 135,857,127 134,753,276 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table presents the components of restructuring charges. Nine Months Ended 2021 2020 (amounts in thousands) Workforce reduction 4,131 10,218 Other restructuring costs 88 92 Total restructuring charges $ 4,219 $ 10,310 Three Months Ended 2021 2020 (amounts in thousands) Workforce reduction $ 2,263 $ 1,149 Other restructuring costs 37 57 Total restructuring charges $ 2,300 $ 1,206 |
Schedule of Restructuring Reserve | The estimated amount of unpaid restructuring charges as of September 30, 2021 includes amounts in accrued expenses that are expected to be paid in less than one year and long-term restructuring costs for lease abandonment costs covering the remaining non-cancellable lease term. Nine Months Ended September 30, 2021 Twelve Months Ended December 31, 2020 (amounts in thousands) Restructuring charges, beginning balance $ 2,988 $ 4,251 Additions 4,219 11,981 Payments (4,500) (13,244) Restructuring charges unpaid and outstanding 2,707 2,988 Restructuring charges - noncurrent portion — (812) Restructuring charges - current portion $ 2,707 $ 2,176 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenues [Abstract] | |
Schedule of Contract Assets and Liabilities Balances and Changes | Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $1.0 million and $3.8 million as of September 30, 2021 and December 31, 2020, respectively. Description September 30, December 31, (amounts in thousands) Receivables, net, included in Accounts receivable net of allowance for doubtful accounts $ 270,374 $ 272,321 Unearned revenue - current 16,790 15,651 Unearned revenue - noncurrent 679 1,294 Significant changes in the contract liabilities balances during the period are as follows: Nine Months Ended Description Unearned Revenue (amounts in thousands) Beginning balance on January 1, 2021 $ 16,945 Revenue recognized during the period that was included in the beginning balance of contract liabilities (16,945) Additions, net of revenue recognized during period 17,469 Ending balance $ 17,469 |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Nine Months Ended 2021 2020 Revenue by Source (amounts in thousands) Spot revenues $ 577,561 $ 488,891 Digital revenues 169,746 131,188 Network revenues 61,626 56,889 Sponsorships and event revenues 32,021 32,871 Other revenues 33,718 31,564 Net revenues $ 874,672 $ 741,403 Three Months Ended 2021 2020 Revenue by Source (amounts in thousands) Spot revenues $ 220,562 $ 183,011 Digital revenues 61,378 47,337 Network revenues 23,453 18,908 Sponsorships and event revenues 12,093 8,776 Other revenues 11,957 10,473 Net revenues $ 329,443 $ 268,505 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense Table | The components of lease expense were as follows: Lease Cost Nine Months Ended 2021 2020 (amounts in thousands) Operating lease cost $ 36,728 $ 36,664 Variable lease cost 8,876 7,808 Total lease cost $ 45,604 $ 44,472 Three Months Ended Lease Cost 2021 2020 (amounts in thousands) Operating lease cost $ 12,113 $ 12,351 Variable lease cost 2,861 2,610 Total lease cost $ 14,974 $ 14,961 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, Description 2021 2020 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 40,567 $ 44,572 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 14,898 $ 6,826 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the Changes in Broadcasting License | The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, Business Combinations, and Note 14, Assets Held For Sale, for additional information. Broadcasting Licenses September 30, December 31, (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,229,016 $ 2,508,121 Disposition of radio stations (See Note 2) — (432) Acquisitions (See Note 2) 23,233 — Loss on impairment — (261,929) Assets held for sale (See Note 14) — (16,744) Ending period balance $ 2,252,249 $ 2,229,016 |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information. Goodwill Carrying Amount September 30, December 31, (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,042,762 $ 1,024,467 Accumulated loss on impairment as of January 1, (980,547) (980,547) Goodwill beginning balance after cumulative loss on impairment as of January 1, 62,215 43,920 Acquisitions (See Note 2) 19,579 18,323 Measurement period adjustments to acquired goodwill (See Note 2) (164) (28) Ending period balance $ 81,630 $ 62,215 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following as of the periods indicated: Other Current Liabilities September 30, December 31, (amounts in thousands) Accrued compensation $ 35,111 $ 25,264 Accounts receivable credits 1,547 1,683 Advertiser obligations 5,575 4,844 Accrued interest payable 11,706 9,804 Unearned revenue 16,790 15,651 Unfavorable sports liabilities 4,492 4,634 Accrued benefits 9,669 6,944 Non-income tax liabilities 1,894 1,332 Income taxes payable 872 — Other 3,342 3,841 Total other current liabilities $ 90,998 $ 73,997 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt was comprised of the following as of the periods indicated: Long-Term Debt September 30, December 31, (amounts in thousands) Credit Facility Revolver $ 42,727 $ 114,727 Term B-2 Loan, due November 17, 2024 677,006 754,006 Plus unamortized premium 1,467 1,681 721,200 870,414 2027 Notes 6.500% notes due May 1, 2027 425,000 425,000 Plus unamortized premium 3,807 4,318 428,807 429,318 2029 Notes 6.750% notes due March 31, 2029 540,000 — 540,000 — Accounts receivable facility 75,000 — Senior Notes 7.25% senior unsecured notes, due November 1, 2024 — 400,000 Plus unamortized premium — 9,306 — 409,306 Other debt 764 808 Total debt before deferred financing costs 1,765,771 1,709,846 Current amount of long-term debt — (5,488) Deferred financing costs (excludes the revolving credit) (18,823) (14,409) Total long-term debt, net of current debt $ 1,746,948 $ 1,689,949 Outstanding standby letters of credit $ 6,069 $ 6,229 |
Schedule of Net Interest Expense | The components of net interest expense are as follows: Net Interest Expense Nine Months Ended 2021 2020 (amounts in thousands) Interest expense $ 64,285 $ 65,783 Amortization of deferred financing costs 3,580 2,942 Amortization of original issue premium of senior notes (1,331) (2,546) Interest income and other investment income (50) (70) Total net interest expense $ 66,484 $ 66,109 Net Interest Expense Three Months Ended 2021 2020 (amounts in thousands) Interest expense $ 21,668 $ 20,723 Amortization of deferred financing costs 1,342 999 Amortization of original issue premium of senior notes (241) (849) Interest income and other investment income 2 (27) Total net interest expense $ 22,771 $ 20,846 |
DERIVATIVE AND HEDGING ACTIVI_2
DERIVATIVE AND HEDGING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Derivatives | As of September 30, 2021, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment: Type Notional Effective Collar Fixed Expiration Notional Amount (amounts (amounts Cap 2.75% Jun. 28, 2022 $ 220.0 Collar $ 340.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2023 $ 90.0 Total $ 340.0 |
Accumulated Derivatives Gain (Loss) Included in Comprehensive Income (Loss) | The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of September 30, 2021 and December 31, 2020: Accumulated Derivative Gain (Loss) Description September 30, December 31, (amounts in thousands) Accumulated derivative unrealized gain (loss) $ (860) $ (1,789) The following tables presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the nine and three months ended September 30, 2021 and September 30, 2020: Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations Nine Months Ended September 30, 2021 2020 2021 2020 (amounts in thousands) $ 929 $ (2,099) $ 912 $ 364 Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations Three Months Ended September 30, 2021 2020 2021 2020 (amounts in thousands) $ 170 $ 515 $ 263 $ 249 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Earnings Per Share Reconciliation | The following tables present the computations of basic and diluted net income (loss) per share from continuing operations: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income (loss) $ (4,761) $ (16,878) $ (24,982) $ (79,827) Denominator Basic weighted average shares outstanding 135,894 134,735 135,857 134,753 Net income (loss) per share - Basic $ (0.04) $ (0.13) $ (0.18) $ (0.59) Diluted Income (Loss) Per Share Numerator Net income (loss) $ (4,761) $ (16,878) $ (24,982) $ (79,827) Denominator Basic weighted average shares outstanding 135,894 134,735 135,857 134,753 Effect of RSUs and options under the treasury stock method — — — — Diluted weighted average shares outstanding 135,894 134,735 135,857 134,753 Net income (loss) per share - Diluted $ (0.04) $ (0.13) $ (0.18) $ (0.59) |
Schedule of Antidilutive Shares Excluded | The following table presents those shares excluded as they were anti-dilutive: Three Months Ended Nine Months Ended Impact Of Equity Issuances 2021 2020 2021 2020 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 588 609 588 609 Price range of options: from $ 4.88 $ 3.54 $ 4.88 $ 3.54 Price range of options: to $ 13.98 $ 13.98 $ 13.98 $ 13.98 RSUs with service conditions 1,411 2,464 429 2,626 RSUs excluded with service and market conditions as market conditions not met — 199 — 199 Excluded shares as anti-dilutive when reporting a net loss 1,626 — 2,171 73 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Changes in RSUs | The following is a summary of the changes in RSUs under the Plans during the current period: Period Ended Number of Restricted Stock Units Weighted Average Purchase Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value as of September 30, (amounts in thousands) RSUs outstanding as of: December 31, 2020 5,539 RSUs awarded September 30, 2021 801 RSUs released September 30, 2021 (1,437) RSUs forfeited September 30, 2021 (187) RSUs outstanding as of: September 30, 2021 4,716 $ — 1.1 $ 24,158 RSUs vested and expected to vest as of: September 30, 2021 4,716 $ — 1.1 $ 24,158 RSUs exercisable (vested and deferred) as of: September 30, 2021 5 $ — 0.0 $ 26 Weighted average remaining recognition period in years 1.5 Unamortized compensation expense $ 13,163 |
Summary of Stock Options Exercised | The following table provides summary information related to the exercise of stock options: Nine Months Ended Option Exercise Data 2021 2020 (amounts in thousands) Intrinsic value of options exercised $ 497 $ — Tax benefit from options exercised $ 133 $ — Cash received from exercise price of options exercised $ 45 $ — |
Schedule of Option Activity | The following table presents the option activity during the current period under the Plans: Period Ended Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value as of September 30 (amounts in thousands) Options outstanding as of: December 31, 2020 809 $ 8.63 Options exercised September 30, 2021 (115) 0.39 Options outstanding as of: September 30, 2021 694 $ 10.00 2.9 $ 429 Options vested and expected to vest as of: September 30, 2021 694 $ 10.00 2.9 $ 429 Options vested and exercisable as of: September 30, 2021 596 $ 11.48 2.9 $ — Weighted average remaining recognition period in years 0.9 Unamortized compensation expense $ 92 |
Summary of Significant Ranges of Outstanding and Exercisable Options | The following table summarizes significant ranges of outstanding and exercisable options as of the current period: Options Outstanding Options Exercisable (amounts in thousands) Range of Number of Options Outstanding September 30, Weighted Weighted Number of Options Exercisable September 30, Weighted From To $ 0.40 7.01 152 4.6 2.63 54 $ 5.54 $ 9.66 13.98 542 2.5 12.06 542 $ 12.06 $ 0.40 13.98 694 2.9 10.00 596 $ 11.48 |
Schedule of Non-Cash Stock-Based Compensation Expense | The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations: Nine Months Ended 2021 2020 (amounts in thousands) Station operating expenses $ 3,054 $ 1,552 Corporate general and administrative expenses 6,726 4,616 Stock-based compensation expense included in operating expenses 9,780 6,168 Income tax benefit (1) 2,219 1,452 After-tax stock-based compensation expense $ 7,561 $ 4,716 Three Months Ended 2021 2020 (amounts in thousands) Station operating expenses $ 937 $ 524 Corporate general and administrative expenses 3,491 1,421 Stock-based compensation expense included in operating expenses 4,428 1,945 Income tax benefit (1) 1,054 480 After-tax stock-based compensation expense $ 3,374 $ 1,465 (1) Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Recurring Fair Value Measurements | The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels. Fair Value Measurements At Reporting Date Description Balance at September 30, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 31,193 $ 25,119 $ — $ — $ 6,074 Interest Rate Cash Flow Hedge (3) $ 1,173 $ — $ 1,173 $ — $ — Contingent Consideration (4) $ 8,397 $ — $ — $ 8,397 $ — Description Balance at December 31, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 33,474 $ 27,040 $ — $ — $ 6,434 Interest Rate Cash Flow Hedge (3) $ 2,439 $ — $ 2,439 $ — $ — (1) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. (2) The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy. (3) The Company’s interest rate collar, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity. (4) In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate. Using an initial discount of 10.5%, the fair value of the contingent consideration was $7.7 million at the acquisition date. Due to fluctuation in the market-based inputs used to develop the discount rate, the discount rate decreased to |
Schedule of Carrying Value of Financial Instruments | The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the dates indicated: September 30, December 31, Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) Term B Loans (1) $ 677,006 $ 671,082 $ 754,006 $ 737,041 Revolver (2) $ 42,727 $ 42,727 $ 114,727 $ 114,727 Senior Notes (3) $ — $ — $ 400,000 $ 398,000 2029 Notes (3) $ 540,000 $ 547,425 $ — $ — 2027 Notes (3) $ 425,000 $ 435,094 $ 425,000 $ 429,250 Accounts receivable facility (4) $ 75,000 $ — Other debt (4) $ 765 $ 808 Letters of credit (4) $ 6,069 $ 6,229 The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company’s determination of the fair value of the Term B-2 Loan was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (2) The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (3) The Company utilizes a Level 2 valuation input based upon the market trading prices of the Senior Notes, 2029 Notes and 2027 Notes to compute the fair value as these Senior Notes, 2029 Notes and 2027 Notes are traded in the debt securities market. The Senior Notes, 2029 Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (4) The Company does not believe it is practicable to estimate the fair value of the accounts receivable facility, other debt or the outstanding standby letters of credit. |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets Held-for-sale by Major Category | The major categories of these assets held for sale are as follows as of the dates indicated: Assets Held for Sale September 30, 2021 December 31, 2020 (amounts in thousands) Net property and equipment 528 4,686 Radio broadcasting licenses — 16,744 Operating lease right-of-use assets — 1,292 Operating lease liabilities — (1,315) Net assets held for sale $ 528 $ 21,407 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Amounts Accrued and Unpaid on Unvested RSUs | The following table presents the amounts accrued and unpaid dividends on unvested RSUs as of the dates indicated: Dividend Equivalent Liabilities Balance Sheet Location September 30, December 31, (amounts in thousands) Short-term Other current liabilities $ 212 $ 437 Long-term Other long-term liabilities 101 477 Total $ 313 $ 914 |
Schedule of ESPP Shares Purchased and Non-Cash Comp Expense | The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated: Nine Months Ended 2021 2020 (amounts in thousands) Number of shares purchased 39 166 Non-cash compensation expense recognized $ 21 $ 43 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Details) - USD ($) | Jul. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 75,000,000 | $ 0 | ||
Accounts receivable from securitization, maximum amount | $ 75,000,000 | |||
Accounts receivable, after allowance for credit loss | 271,360,000 | $ 276,102,000 | ||
Accounts receivable facility | ||||
Variable Interest Entity [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 75,000,000 | |||
Accounts receivable, after allowance for credit loss | 231,100,000 | |||
Carrying value of debt | $ 75,000,000 | $ 0 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ in Thousands | Apr. 20, 2021USD ($) | Mar. 09, 2021USD ($) | Nov. 09, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020license |
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses | $ 15,297 | $ 0 | |||||||
Performance period | 2 years | ||||||||
Fair value of contingent consideration liability | $ 8,397 | 8,397 | |||||||
Net loss on sale of property and equipment and broadcasting licenses | $ (4) | $ 0 | $ (3,731) | $ (228) | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Truth Broadcasting Corporation | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of broadcasting licenses to be disposed | license | 2 | ||||||||
Total proceeds from disposition | $ 400 | ||||||||
Net loss on sale of property and equipment and broadcasting licenses | $ 100 | ||||||||
2021 Urban One Exchange | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain (loss) on disposition of business | $ 4,000 | ||||||||
Podcorn | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses | $ 14,600 | ||||||||
Performance period | 2 years | ||||||||
Contingent consideration, low | $ 0 | ||||||||
Contingent consideration, high | 45,200 | ||||||||
Fair value of contingent consideration liability | $ 7,700 | ||||||||
QL Gaming Group | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses | $ 32,000 |
BUSINESS COMBINATIONS - Prelimi
BUSINESS COMBINATIONS - Preliminary purchase price allocations (Details) - USD ($) $ in Thousands | Apr. 20, 2021 | Mar. 09, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Nov. 09, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 81,630 | $ 81,630 | $ 62,215 | $ 43,920 | |||
Goodwill | (164) | $ (28) | |||||
2021 Urban One Exchange | |||||||
Business Acquisition [Line Items] | |||||||
Net property and equipment | $ 2,254 | ||||||
Radio broadcasting licenses | 23,233 | ||||||
Total intangible assets | 23,233 | ||||||
Total assets | $ 25,487 | ||||||
2021 Urban One Exchange | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Useful Lives in Years | 0 years | ||||||
2021 Urban One Exchange | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Useful Lives in Years | 40 years | ||||||
Podcorn | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 702 | 702 | 702 | ||||
Cash | 0 | ||||||
Prepaid expenses, deposits and other | 18 | 18 | 18 | ||||
Prepaid expenses, deposits and other | 0 | ||||||
Other assets, net of accumulated amortization | 2,545 | 2,545 | 2,545 | ||||
Other assets, net of accumulated amortization | 0 | ||||||
Goodwill | 19,579 | 19,611 | 19,611 | ||||
Goodwill | 32 | ||||||
Deferred tax asset | 72 | 72 | 72 | ||||
Deferred tax asset | 0 | ||||||
Net working capital | 95 | 63 | 63 | ||||
Net working capital | (32) | ||||||
Preliminary fair value of net assets acquired | 23,011 | 23,011 | 23,011 | ||||
Preliminary fair value of net assets acquired | $ 0 | ||||||
QL Gaming Group | |||||||
Business Acquisition [Line Items] | |||||||
Net property and equipment | 8 | 8 | $ 8 | ||||
Net property and equipment | 0 | ||||||
Other assets, net of accumulated amortization | 14,608 | 14,608 | 14,608 | ||||
Other assets, net of accumulated amortization | 0 | ||||||
Goodwill | 18,127 | 18,127 | 18,323 | ||||
Goodwill | (196) | ||||||
Total intangible and other assets | 32,735 | 32,735 | 32,931 | ||||
Total intangible and other assets | (196) | ||||||
Deferred tax liabilities | (1,152) | (1,152) | (1,348) | ||||
Deferred tax liabilities | (196) | ||||||
Net working capital | 12 | 12 | 12 | ||||
Net working capital | 0 | ||||||
Preliminary fair value of net assets acquired | $ 31,603 | 31,603 | $ 31,603 | ||||
Preliminary fair value of net assets acquired | $ 0 |
BUSINESS COMBINATIONS - Pro for
BUSINESS COMBINATIONS - Pro forma summary of financials (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 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Net revenues | $ 329,443 | $ 269,494 | $ 875,108 | $ 743,328 |
Net income (loss) | $ (4,888) | $ (19,221) | $ (25,502) | $ (85,210) |
Net income (loss) per common share - basic (in dollars per share) | $ (0.04) | $ (0.14) | $ (0.19) | $ (0.63) |
Net income (loss) per common share - diluted (in dollars per share) | $ (0.04) | $ (0.14) | $ (0.19) | $ (0.63) |
Weighted shares outstanding basic (in shares) | 135,893,823 | 134,735,075 | 135,857,127 | 134,753,276 |
Weighted shares outstanding diluted (in shares) | 135,893,823 | 134,735,075 | 135,857,127 | 134,753,276 |
RESTRUCTURING CHARGES - Restruc
RESTRUCTURING CHARGES - Restructuring charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 2,300 | $ 1,206 | $ 4,219 | $ 10,310 |
Workforce reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 2,263 | 1,149 | 4,131 | 10,218 |
Other restructuring costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 37 | $ 57 | $ 88 | $ 92 |
RESTRUCTURING CHARGES - Accrued
RESTRUCTURING CHARGES - Accrued Restructuring (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring charges, beginning balance | $ 2,988 | $ 4,251 |
Additions | 4,219 | 11,981 |
Payments | (4,500) | (13,244) |
Restructuring charges, ending balance | 2,707 | 2,988 |
Restructuring charges - noncurrent portion | 0 | (812) |
Restructuring charges - current portion | $ 2,707 | $ 2,176 |
REVENUE - Contract Balance (Det
REVENUE - Contract Balance (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenues [Abstract] | ||
Receivables not generated | $ 1,000 | $ 3,800 |
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts | 270,374 | 272,321 |
Unearned revenue - current | 16,790 | 15,651 |
Unearned revenue - noncurrent | $ 679 | $ 1,294 |
REVENUE - Changes in Contract B
REVENUE - Changes in Contract Balances (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Contract With Customer, Liability [Roll Forward] | |
Beginning balance on January 1, 2021 | $ 16,945 |
Revenue recognized during the period that was included in the beginning balance of contract liabilities | 17,469 |
Ending balance | $ 17,469 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of 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] | ||||
Net revenues | $ 329,443 | $ 268,505 | $ 874,672 | $ 741,403 |
Spot revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 220,562 | 183,011 | 577,561 | 488,891 |
Digital revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 61,378 | 47,337 | 169,746 | 131,188 |
Network revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 23,453 | 18,908 | 61,626 | 56,889 |
Sponsorships and event revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 12,093 | 8,776 | 32,021 | 32,871 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 11,957 | $ 10,473 | $ 33,718 | $ 31,564 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 12,113 | $ 12,351 | $ 36,728 | $ 36,664 |
Variable lease cost | 2,861 | 2,610 | 8,876 | 7,808 |
Total lease cost | $ 14,974 | $ 14,961 | $ 45,604 | $ 44,472 |
LEASES - Supplemental informati
LEASES - Supplemental information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Operating cash flows from operating leases | $ 40,567 | $ 44,572 |
Operating leases | $ 14,898 | $ 6,826 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Value of Broadcasting Licenses (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Broadcasting licenses balance as of January 1, | $ 2,229,016 | $ 2,508,121 |
Disposition of radio stations (See Note 2) | 0 | (432) |
Acquisitions (See Note 2) | 23,233 | 0 |
Loss on impairment | 0 | (261,929) |
Assets held for sale (See Note 14) | 0 | (16,744) |
Ending period balance | $ 2,252,249 | $ 2,229,016 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Changes in Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill balance before cumulative loss on impairment as of January 1, | $ 1,042,762 | $ 1,024,467 | |
Accumulated loss on impairment as of January 1, | (980,547) | $ (980,547) | |
Goodwill beginning balance after cumulative loss on impairment as of January 1, | $ 62,215 | 43,920 | |
Acquisitions (See Note 2) | 19,579 | 18,323 | |
Measurement period adjustments to acquired goodwill (See Note 2) | (164) | (28) | |
Ending period balance | $ 81,630 | $ 62,215 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Impairment charge | $ 0 | $ 261,929,000 | |||
Goodwill, impairment loss | $ 0 | ||||
Licensing Agreements | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Impairment charge | 246,000,000 | $ 11,800,000 | $ 4,100,000 | ||
Impairment charge, net of tax | $ 180,400,000 | $ 8,700,000 | $ 3,000,000 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 35,111 | $ 25,264 |
Accounts receivable credits | 1,547 | 1,683 |
Advertiser obligations | 5,575 | 4,844 |
Accrued interest payable | 11,706 | 9,804 |
Unearned revenue | 16,790 | 15,651 |
Unfavorable sports liabilities | 4,492 | 4,634 |
Accrued benefits | 9,669 | 6,944 |
Non-income tax liabilities | 1,894 | 1,332 |
Income taxes payable | 872 | 0 |
Other | 3,342 | 3,841 |
Total other current liabilities | $ 90,998 | $ 73,997 |
LONG-TERM DEBT - Long Term Debt
LONG-TERM DEBT - Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt before deferred financing costs | $ 1,765,771 | $ 1,709,846 |
Current amount of long-term debt | 0 | (5,488) |
Deferred financing costs (excludes the revolving credit) | (18,823) | (14,409) |
Total long-term debt, net of current debt | 1,746,948 | 1,689,949 |
Outstanding standby letters of credit | 6,069 | 6,229 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Plus unamortized premium | 1,467 | 1,681 |
Total debt before deferred financing costs | 721,200 | 870,414 |
Credit Facility | Revolver | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 42,727 | 114,727 |
Credit Facility | Term B-2 Loan, due November 17, 2024 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 677,006 | 754,006 |
Senior Notes | 6.500% notes due May 1, 2027 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 425,000 | 425,000 |
Plus unamortized premium | 3,807 | 4,318 |
Total debt before deferred financing costs | $ 428,807 | 429,318 |
Debt instrument, stated percentage (percent) | 6.50% | |
Senior Notes | 6.750% notes due March 31, 2029 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | $ 540,000 | 0 |
Total debt before deferred financing costs | $ 540,000 | 0 |
Debt instrument, stated percentage (percent) | 6.75% | |
Senior Notes | 7.25% senior unsecured notes, due November 1, 2024 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | $ 0 | 400,000 |
Plus unamortized premium | 0 | 9,306 |
Total debt before deferred financing costs | $ 0 | 409,306 |
Debt instrument, stated percentage (percent) | 7.25% | |
Accounts receivable facility | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | $ 75,000 | 0 |
Other debt | ||
Debt Instrument [Line Items] | ||
Total debt before deferred financing costs | $ 764 | $ 808 |
LONG-TERM DEBT - Senior Debt (D
LONG-TERM DEBT - Senior Debt (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio | 3 | 3 | |||||
Refinancing expenses | $ 0 | $ 0 | $ 473,000 | $ 0 | |||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio | 4 | 4 | |||||
Refinancing expenses | $ 500,000 | ||||||
Senior Notes | Senior secured second-lien notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | $ 425,000,000 | ||||||
Interest rate on notes | 6.50% | ||||||
Senior Notes | New Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Long-term line of credit | $ 250,000,000 | ||||||
Senior Notes | Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Covenant effective period | 1 year | ||||||
Senior Notes | Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated leverage ratio | 4.5 | 4.5 | |||||
Senior Notes | 6.750% notes due March 31, 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Notes issued | 540,000,000 | ||||||
Debt issuance costs | 6,600,000 | ||||||
Senior Notes | Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | 40,000,000 | ||||||
Debt issuance costs attributable to the revolver | $ 400,000 | ||||||
Senior Notes | 7.25% senior unsecured notes, due November 1, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated percentage (percent) | 7.25% | ||||||
Repayments of debt | $ 400,000,000 | ||||||
Term Loan | Term B-2 Loan, due November 17, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 77,000,000 |
LONG-TERM DEBT - Senior Unsecur
LONG-TERM DEBT - Senior Unsecured Debt (Details) - USD ($) | Jul. 20, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 17, 2017 |
Debt Instrument [Line Items] | |||||||
Amortization of prepayment premium | $ 241,000 | $ 849,000 | $ 1,331,000 | $ 2,546,000 | |||
Term B-2 Loan, due November 17, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Wrote off of deferred debt issuance cost | $ 1,300,000 | ||||||
Unsecured Debt | 7.25% senior unsecured notes, due November 1, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated percentage (percent) | 7.25% | 7.25% | 7.25% | ||||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||||
Amortization of prepayment premium | 14,500,000 | ||||||
Write-off of unamortized premium | 8,700,000 | ||||||
Wrote off of deferred debt issuance cost | $ 1,000,000 | ||||||
Line of Credit | New Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Minimum liquidity covenant | $ 75,000,000 | ||||||
Letter of credit fee (percent) | 2.50% | ||||||
Limitation on investments in joint ventures | $ 75,000,000 | ||||||
Line of Credit | New Revolver | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate (percent) | 2.50% | ||||||
Line of Credit | New Revolver | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate (percent) | 1.50% |
LONG-TERM DEBT - Accounts Recei
LONG-TERM DEBT - Accounts Receivable Facility (Details) - USD ($) $ in Thousands | Jul. 15, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 75,000 | $ 0 | ||
Accounts receivable facility | ||||
Debt Instrument [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 75,000 | |||
Carrying value of debt | $ 75,000 | $ 0 |
LONG-TERM DEBT - Net Interest E
LONG-TERM DEBT - Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 21,668 | $ 20,723 | $ 64,285 | $ 65,783 |
Amortization of deferred financing costs | 1,342 | 999 | 3,580 | 2,942 |
Amortization of original issue premium of senior notes | (241) | (849) | (1,331) | (2,546) |
Interest income and other investment income | 2 | (27) | (50) | (70) |
Total net interest expense | $ 22,771 | $ 20,846 | $ 66,484 | $ 66,109 |
DERIVATIVE AND HEDGING ACTIVI_3
DERIVATIVE AND HEDGING ACTIVITIES - Cash Flow Hedge (Details) - Designated as Hedging Instrument $ in Millions | Sep. 30, 2021USD ($) |
Derivative [Line Items] | |
Notional Amount | $ 340 |
Collar | |
Derivative [Line Items] | |
Notional Amount | 340 |
Collar, Decrease Date June 28, 2022 | |
Derivative [Line Items] | |
Amount After Decrease | 220 |
Collar, Decrease Date June 28, 2023 | |
Derivative [Line Items] | |
Amount After Decrease | $ 90 |
London Interbank Offered Rate (LIBOR) | Collar | |
Derivative [Line Items] | |
Derivative, cap interest rate | 2.75% |
Derivative, floor interest rate | 0.402% |
DERIVATIVE AND HEDGING ACTIVI_4
DERIVATIVE AND HEDGING ACTIVITIES - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Collar | |
Derivative [Line Items] | |
Gain (loss) on derivatives | $ 1.3 |
Tax benefit on loss from derivatives | 0.3 |
Amount expected to be reclassified within next twelve months | 0.9 |
Total Return Swap | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Derivative, notional amount | 25.6 |
Benefit recorded as a result of change in fair value | 2.6 |
Total Return Swap | Not Designated as Hedging Instrument | Station operating expenses | |
Derivative [Line Items] | |
Benefit recorded as a result of change in fair value | 1.8 |
Total Return Swap | Not Designated as Hedging Instrument | Corporate general and administrative expenses | |
Derivative [Line Items] | |
Benefit recorded as a result of change in fair value | 0.8 |
Other Long Term Liabilities | |
Derivative [Line Items] | |
Derivative liability | $ 1.2 |
DERIVATIVE AND HEDGING ACTIVI_5
DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Derivative Gain loss (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Accumulated derivative unrealized gain (loss) | $ (860) | $ (1,789) |
DERIVATIVE AND HEDGING ACTIVI_6
DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Net Derivative Gain (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||
Net unrealized gain (loss) on derivatives | $ 170 | $ 206 | $ 553 | $ 515 | $ (260) | $ (2,354) | $ 929 | $ (2,099) |
Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations | $ 263 | $ 249 | $ 912 | $ 364 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE - Basic and Diluted Net Income (loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic Income (Loss) Per Share | ||||||||
Net income (loss) | $ (4,761) | $ 1,426 | $ (21,648) | $ (16,878) | $ (53,811) | $ (9,138) | $ (24,982) | $ (79,827) |
Basic weighted average shares outstanding (in shares) | 135,893,823 | 134,735,075 | 135,857,127 | 134,753,276 | ||||
Net income (loss) per share - Basic (in dollars per share) | $ (0.04) | $ (0.13) | $ (0.18) | $ (0.59) | ||||
Diluted Income (Loss) Per Share | ||||||||
Net income (loss) | $ (4,761) | $ 1,426 | $ (21,648) | $ (16,878) | $ (53,811) | $ (9,138) | $ (24,982) | $ (79,827) |
Basic weighted average shares outstanding (in shares) | 135,893,823 | 134,735,075 | 135,857,127 | 134,753,276 | ||||
Effect of RSUs and options under the treasury stock method (in shares) | 0 | 0 | 0 | 0 | ||||
Diluted weighted average shares outstanding (in shares) | 135,893,823 | 134,735,075 | 135,857,127 | 134,753,276 | ||||
Net income (loss) per share - Diluted (in dollars per share) | $ (0.04) | $ (0.13) | $ (0.18) | $ (0.59) |
NET INCOME (LOSS) PER COMMON _4
NET INCOME (LOSS) PER COMMON SHARE - Disclosure of Anti-Dilutive Shares (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss | 1,626 | 0 | 2,171 | 73 |
Price range of options: from (in dollars per share) | $ 0.40 | |||
Price range of options: to (in dollars per share) | $ 13.98 | |||
RSUs with service conditions | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss | 1,411 | 2,464 | 429 | 2,626 |
Share-based Payment Arrangement, Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss | 588 | 609 | 588 | 609 |
Price range of options: from (in dollars per share) | $ 4.88 | $ 3.54 | $ 4.88 | $ 3.54 |
Price range of options: to (in dollars per share) | $ 13.98 | $ 13.98 | $ 13.98 | $ 13.98 |
RSUs | RSUs excluded with service and market conditions as market conditions not met | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss | 0 | 199 | 0 | 199 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock Units (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)plan$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of equity compensation plans | plan | 2 |
Weighted Average Remaining Contractual Term (Years) | |
Weighted average remaining contractual terms, vested and deferred | 10 months 24 days |
RSUs | |
Number of Restricted Stock Units | |
Beginning of period balance (in shares) | 5,539 |
Number of RSUs granted (in shares) | 801 |
Number of RSUs released (in shares) | (1,437) |
Number of RSUs forfeited (in shares) | (187) |
End of period balance (in shares) | 4,716 |
RSUs vested and expected to vest (in shares) | 4,716 |
RSUs exercisable (vested and deferred) (in shares) | 5 |
Weighted average remaining recognition period in years | 1 year 6 months |
Unamortized compensation expense | $ | $ 13,163 |
Weighted Average Purchase Price | |
Options weighted average purchase price (in dollars per shares) | $ / shares | $ 0 |
Vested and expected to vest weighted average purchase price (in dollars per shares) | $ / shares | 0 |
Other than options weighted average purchase price exercisable, (in dollars per shares) | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years) | |
Weighted average remaining contractual terms | 1 year 1 month 6 days |
Weighted average remaining contractual terms, vested and expected | 1 year 1 month 6 days |
Weighted average remaining contractual terms, vested and deferred | 0 years |
Intrinsic Value | |
Aggregate intrinsic value of restricted stock units | $ | $ 24,158 |
Aggregate intrinsic vested and expected to vest | $ | 24,158 |
Aggregate intrinsic (vested and deferred) | $ | $ 26 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Option Exercise Data (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Intrinsic value of options exercised | $ 497 | $ 0 |
Tax benefit from options exercised | 133 | 0 |
Cash received from exercise price of options exercised | $ 45 | $ 0 |
SHARE-BASED COMPENSATION - Op_2
SHARE-BASED COMPENSATION - Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021 | |
Number of Options | |
Options beginning (in shares) | 809 |
Options exercised (in shares) | (115) |
Options ending (in shares) | 694 |
Options vested and expected to vest as of: (in shares) | 694 |
Options vested and exercisable (in shares) | 596 |
Weighted average remaining recognition period in years | 10 months 24 days |
Unamortized compensation expense | $ 92 |
Weighted Average Exercise Price | |
Weighted average exercise price - beginning (in dollars per shares) | $ 8.63 |
Weighted Average Exercise Price - exercised (in dollars per shares) | 0.39 |
Weighted average exercise price - ending (in dollars per shares) | 10 |
Weighted average exercise price - vested and expected (in dollars per shares) | 10 |
Weighted average exercise price - vested and exercisable (in dollars per shares) | $ 11.48 |
Weighted Average Remaining Contractual Term (Years) | |
Weighted Average Remaining Contractual Life, Outstanding | 2 years 10 months 24 days |
Weighted Average Remaining Contractual Life, Vested and Expected to Vest | 2 years 10 months 24 days |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 2 years 10 months 24 days |
Intrinsic Value | |
Intrinsic Value, Outstanding | $ 429 |
Intrinsic Value, Vested and Expected to Vest | 429 |
Intrinsic Value, Vested and Exercisable | $ 0 |
SHARE-BASED COMPENSATION - Outs
SHARE-BASED COMPENSATION - Outstanding and Exercisable Options (Details) - $ / shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of options: from (in dollars per share) | $ 0.40 | |
Price range of options: to (in dollars per share) | $ 13.98 | |
Number of options outstanding (in shares) | 694 | 809 |
Weighted Average Remaining Contractual Life | 2 years 10 months 24 days | |
Weighted Average Exercise Price (in dollars per shares) | $ 10 | $ 8.63 |
Number of options exercisable (in shares) | 596 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per shares) | $ 11.48 | |
Exercise Prices One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of options: from (in dollars per share) | 0.40 | |
Price range of options: to (in dollars per share) | $ 7.01 | |
Number of options outstanding (in shares) | 152 | |
Weighted Average Remaining Contractual Life | 4 years 7 months 6 days | |
Weighted Average Exercise Price (in dollars per shares) | $ 2.63 | |
Number of options exercisable (in shares) | 54 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per shares) | $ 5.54 | |
Exercise Prices Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of options: from (in dollars per share) | 9.66 | |
Price range of options: to (in dollars per share) | $ 13.98 | |
Number of options outstanding (in shares) | 542 | |
Weighted Average Remaining Contractual Life | 2 years 6 months | |
Weighted Average Exercise Price (in dollars per shares) | $ 12.06 | |
Number of options exercisable (in shares) | 542 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per shares) | $ 12.06 |
SHARE-BASED COMPENSATION - Non
SHARE-BASED COMPENSATION - Non Cash Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | $ 4,428 | $ 1,945 | $ 9,780 | $ 6,168 |
Income tax benefit | 1,054 | 480 | 2,219 | 1,452 |
After-tax stock-based compensation expense | 3,374 | 1,465 | 7,561 | 4,716 |
Station operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | 937 | 524 | 3,054 | 1,552 |
Corporate general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | $ 3,491 | $ 1,421 | $ 6,726 | $ 4,616 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income, percent | 173.50% | 20.00% | 20.70% | 20.40% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Details) $ in Thousands | Mar. 09, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | $ 8,397 | ||
Performance period | 2 years | ||
Podcorn | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | $ 7,700 | ||
Performance period | 2 years | ||
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Discount rate (percent) | 0.105 | 0.095 | |
Other Long Term Liabilities | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | $ 31,193 | $ 33,474 | |
Interest Rate Cash Flow Hedge | 1,173 | 2,439 | |
Quoted prices in active markets Level 1 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | 0 | ||
Quoted prices in active markets Level 1 | Other Long Term Liabilities | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | 25,119 | 27,040 | |
Interest Rate Cash Flow Hedge | 0 | 0 | |
Significant other observable inputs Level 2 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | 0 | ||
Significant other observable inputs Level 2 | Other Long Term Liabilities | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | 0 | 0 | |
Interest Rate Cash Flow Hedge | 1,173 | 2,439 | |
Significant unobservable inputs Level 3 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | 8,397 | ||
Significant unobservable inputs Level 3 | Other Long Term Liabilities | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | 0 | 0 | |
Interest Rate Cash Flow Hedge | 0 | 0 | |
Fair Value Measured at Net Asset Value | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent Consideration | 0 | ||
Fair Value Measured at Net Asset Value | Other Long Term Liabilities | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | 6,074 | 6,434 | |
Interest Rate Cash Flow Hedge | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Term Loan B | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 677,006 | $ 754,006 |
Term Loan B | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 671,082 | 737,041 |
Line of Credit | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 42,727 | 114,727 |
Line of Credit | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 42,727 | 114,727 |
Senior Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 400,000 |
Senior Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 0 | 398,000 |
6.750% notes due March 31, 2029 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 540,000 | 0 |
6.750% notes due March 31, 2029 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 547,425 | 0 |
6.500% notes due May 1, 2027 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 425,000 | 425,000 |
6.500% notes due May 1, 2027 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 435,094 | 429,250 |
Accounts receivable facility | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 75,000 | 0 |
Other Debt | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 765 | 808 |
Letter of Credit | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 6,069 | $ 6,229 |
ASSETS HELD FOR SALE - Narrativ
ASSETS HELD FOR SALE - Narrative (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations $ in Thousands | Apr. 20, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($)station |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal of asset, consideration | $ | $ 528 | $ 21,407 | |
Gain on sale | $ | $ 4,000 | ||
Transaction completion period | 1 year | ||
Equipment And Broadcasting License | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal of asset, consideration | $ | $ 21,400 | ||
Urban One, Inc. | NORTH CAROLINA | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of stations to be exchanged | 4 | ||
Urban One, Inc. | MISSOURI | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of stations to be exchanged | 1 | ||
Urban One, Inc. | DISTRICT OF COLUMBIA | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of stations to be exchanged | 1 | ||
Urban One, Inc. | PENNSYLVANIA | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of stations to be exchanged | 1 |
ASSETS HELD FOR SALE - Assets H
ASSETS HELD FOR SALE - Assets Held for sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Long Lived Assets Held-for-sale [Line Items] | ||
Net property and equipment | $ 528 | $ 4,686 |
Radio broadcasting licenses | 0 | 16,744 |
Operating lease right-of-use assets | 0 | 1,292 |
Operating lease liabilities | 0 | (1,315) |
Net assets held for sale | $ 528 | $ 21,407 |
SHAREHOLDERS' EQUITY - Dividend
SHAREHOLDERS' EQUITY - Dividend Equivalent Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' Equity Note [Abstract] | ||
Short-term | $ 212 | $ 437 |
Long-term | 101 | 477 |
Total | $ 313 | $ 914 |
SHAREHOLDERS' EQUITY - Employee
SHAREHOLDERS' EQUITY - Employee Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class of Stock [Line Items] | ||||
Non-cash compensation expense recognized | $ 4,428 | $ 1,945 | $ 9,780 | $ 6,168 |
Employee Stock Purchase Plan | ||||
Class of Stock [Line Items] | ||||
Number of shares purchased (in shares) | 39 | 166 | ||
Non-cash compensation expense recognized | $ 21 | $ 43 |
SHAREHOLDERS' EQUITY - Share Re
SHAREHOLDERS' EQUITY - Share Repurchase Program (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Stockholders' Equity Note [Abstract] | |
Common stock repurchase (in shares) | shares | 0 |
Available for future share repurchases | $ | $ 41.6 |
SHAREHOLDERS' EQUITY - Sharehol
SHAREHOLDERS' EQUITY - Shareholder Rights Agreement (Details) | Apr. 20, 2020right$ / shares |
Common Class A | |
Class of Stock [Line Items] | |
Par Value (in dollars per share) | $ 0.01 |
Common Class B | |
Class of Stock [Line Items] | |
Par Value (in dollars per share) | $ 0.01 |
Class A Right | |
Class of Stock [Line Items] | |
Number stock purchase rights | right | 1 |
Purchase price (in dollars per share) | $ 6.06 |
Class B Right | |
Class of Stock [Line Items] | |
Number stock purchase rights | right | 1 |
Purchase price (in dollars per share) | $ 6.06 |
CONTINGENCIES AND COMMITMENTS -
CONTINGENCIES AND COMMITMENTS - (Details) $ in Thousands | Jun. 13, 2021USD ($)uSDollarPerPerformance |
Product Liability Contingency [Line Items] | |
Entertainment, license agreement for program material, increasing minimum annual fee per channel, amount | $ | $ 1 |
Subscription | |
Product Liability Contingency [Line Items] | |
Entertainment, license agreement for program material, increasing royalty rate per performance | 0.0026 |
Nonsubscription | |
Product Liability Contingency [Line Items] | |
Entertainment, license agreement for program material, increasing royalty rate per performance | 0.0021 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event | Oct. 20, 2021USD ($) |
Additional 2027 Notes | |
Subsequent Event [Line Items] | |
Aggregate principal amount | $ 45,000,000 |
WideOrbit | |
Subsequent Event [Line Items] | |
Purchase price | $ 40,000,000 |