Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-14461 | |
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 $.01 per share | |
Trading Symbol | AUD | |
Security Exchange Name | NYSE | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001067837 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 141,006,643 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 4,045,199 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS: | ||
Cash | $ 36,422 | $ 59,439 |
Accounts receivable, net of allowance of $11,863 in 2022 and $15,084 in 2021 | 266,245 | 276,044 |
Prepaid expenses, deposits and other | 83,825 | 68,146 |
Total current assets | 386,492 | 403,629 |
Investments | 3,005 | 3,005 |
Net property and equipment | 343,362 | 376,028 |
Operating lease right-of-use assets | 204,108 | 229,607 |
Radio broadcasting licenses | 2,088,077 | 2,251,546 |
Goodwill | 63,916 | 82,176 |
Assets held for sale | 8,299 | 1,033 |
Other assets, net of accumulated amortization | 139,803 | 74,865 |
TOTAL ASSETS | 3,237,062 | 3,421,889 |
LIABILITIES: | ||
Accounts payable | 18,585 | 18,897 |
Accrued expenses | 57,053 | 68,423 |
Other current liabilities | 80,444 | 84,130 |
Operating lease liabilities | 38,688 | 39,598 |
Long-term debt, current portion | 0 | 22,727 |
Total current liabilities | 194,770 | 233,775 |
Long-term debt, net of current portion | 1,865,122 | 1,782,131 |
Operating lease liabilities, net of current portion | 191,776 | 217,281 |
Net deferred tax liabilities | 453,165 | 487,665 |
Other long-term liabilities | 25,218 | 48,832 |
Total long-term liabilities | 2,535,281 | 2,535,909 |
Total liabilities | 2,730,051 | 2,769,684 |
CONTINGENCIES AND COMMITMENTS | ||
SHAREHOLDERS' EQUITY: | ||
Additional paid-in capital | 1,675,404 | 1,671,195 |
Accumulated deficit | (1,172,755) | (1,020,142) |
Accumulated other comprehensive income (loss) | 2,909 | (289) |
Total shareholders' equity | 507,011 | 652,205 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 3,237,062 | 3,421,889 |
Common Class A | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 1,413 | 1,401 |
Common Class B | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 40 | 40 |
Common Class C | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Allowance for credit loss | $ 11,863 | $ 15,084 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock shares outstanding (in shares) | 141,322,193 | 140,060,355 |
Common stock shares issued (in shares) | 141,322,193 | 140,060,355 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock shares outstanding (in shares) | 4,045,199 | 4,045,199 |
Common stock shares issued (in shares) | 4,045,199 | 4,045,199 |
Common Class C | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock shares outstanding (in shares) | 0 | 0 |
Common stock shares issued (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 316,969 | $ 329,443 | $ 911,703 | $ 874,672 |
OPERATING EXPENSE: | ||||
Station operating expenses | 260,031 | 260,972 | 746,936 | 718,924 |
Depreciation and amortization expense | 18,345 | 12,477 | 47,455 | 38,690 |
Corporate general and administrative expenses | 21,160 | 24,176 | 72,774 | 71,470 |
Restructuring charges | 4,216 | 2,300 | 6,118 | 4,219 |
Impairment loss | 176,784 | 26 | 180,075 | 1,371 |
Refinancing expenses | 0 | 0 | 0 | 473 |
Net gain on sale or disposal | (10,665) | (4) | (13,228) | (3,731) |
Change in fair value of contingent consideration | (1,098) | 0 | (8,802) | 0 |
Other expenses | 72 | 245 | 474 | 566 |
Total operating expense | 468,845 | 300,192 | 1,031,802 | 831,982 |
OPERATING INCOME (LOSS) | (151,876) | 29,251 | (120,099) | 42,690 |
NET INTEREST EXPENSE | 28,113 | 22,771 | 76,113 | 66,484 |
Net loss on extinguishment of debt | 0 | 0 | 0 | 8,168 |
Other income | 0 | 0 | (238) | (446) |
OTHER (INCOME) EXPENSE | 0 | 0 | (238) | 7,722 |
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) | (179,989) | 6,480 | (195,974) | (31,516) |
INCOME TAX (BENEFIT) EXPENSE | (39,014) | 11,241 | (43,153) | (6,534) |
NET LOSS | $ (140,975) | $ (4,761) | $ (152,821) | $ (24,982) |
NET LOSS PER SHARE - BASIC (in dollars per share) | $ (1.01) | $ (0.04) | $ (1.10) | $ (0.18) |
NET LOSS PER SHARE - DILUTED (in dollars per share) | $ (1.01) | $ (0.04) | $ (1.10) | $ (0.18) |
WEIGHTED AVERAGE SHARES: | ||||
Basic (in shares) | 139,361,261 | 135,893,823 | 139,246,393 | 135,857,127 |
Diluted (in shares) | 139,361,261 | 135,893,823 | 139,246,393 | 135,857,127 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
NET LOSS | $ (140,975) | $ (4,761) | $ (152,821) | $ (24,982) |
OTHER COMPREHENSIVE INCOME, NET OF TAXES: | ||||
Net unrealized gain on derivatives, net of taxes | 1,422 | 170 | 3,198 | 929 |
COMPREHENSIVE LOSS | $ (139,553) | $ (4,591) | $ (149,623) | $ (24,053) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common Stock | Common Stock Common Class A | Common Stock Common Class B | Additional Paid-in Capital | (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 136,913,375 | 4,045,199 | |||||||
Beginning balance at Dec. 31, 2020 | $ 644,738 | $ 1,369 | $ 40 | $ 1,662,155 | $ (1,017,037) | $ (1,789) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (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 Change in Accumulated Derivative Unrealized Gain (Loss) | 553 | 553 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 136,904,650 | 4,045,199 | |||||||
Ending balance at Mar. 31, 2021 | 624,325 | $ 1,369 | $ 40 | 1,662,451 | (1,038,299) | (1,236) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 136,913,375 | 4,045,199 | |||||||
Beginning balance at Dec. 31, 2020 | 644,738 | $ 1,369 | $ 40 | 1,662,155 | (1,017,037) | (1,789) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (24,982) | ||||||||
Net Change in Accumulated Derivative Unrealized Gain (Loss) | 929 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 137,298,864 | 4,045,199 | |||||||
Ending balance at Sep. 30, 2021 | 627,194 | $ 1,373 | $ 40 | 1,668,065 | (1,041,424) | (860) | |||
Beginning balance (in shares) at Mar. 31, 2021 | 136,904,650 | 4,045,199 | |||||||
Beginning balance at Mar. 31, 2021 | 624,325 | $ 1,369 | $ 40 | 1,662,451 | (1,038,299) | (1,236) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 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 | |||||||
Net Change in Accumulated Derivative Unrealized Gain (Loss) | 206 | 206 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 137,334,975 | 4,045,199 | |||||||
Ending balance at Jun. 30, 2021 | 628,328 | $ 1,373 | $ 40 | 1,664,617 | (1,036,672) | (1,030) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (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 Change in Accumulated Derivative Unrealized Gain (Loss) | 170 | 170 | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 137,298,864 | 4,045,199 | |||||||
Ending balance at Sep. 30, 2021 | 627,194 | $ 1,373 | $ 40 | 1,668,065 | (1,041,424) | (860) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 140,060,355 | 4,045,199 | 140,060,355 | 4,045,199 | |||||
Beginning balance at Dec. 31, 2021 | 652,205 | $ 1,401 | $ 40 | 1,671,195 | (1,020,142) | (289) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (11,073) | (11,073) | |||||||
Compensation expense related to granting of stock awards (in shares) | (59,352) | ||||||||
Compensation expense related to granting of stock awards | 2,698 | $ (1) | 2,699 | ||||||
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares) | 61,009 | ||||||||
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP") | 177 | $ 1 | 176 | ||||||
Purchase of vested employee restricted stock units (in shares) | (621,876) | ||||||||
Purchase of vested employee restricted stock units | (1,839) | $ (6) | (1,833) | ||||||
Payment of dividends on common stock | (174) | (174) | |||||||
Dividend equivalents, net of forfeitures | 202 | 202 | |||||||
Net Change in Accumulated Derivative Unrealized Gain (Loss) | 1,223 | 1,223 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 139,440,136 | 4,045,199 | |||||||
Ending balance at Mar. 31, 2022 | 643,419 | $ 1,395 | $ 40 | 1,672,063 | (1,031,013) | 934 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 140,060,355 | 4,045,199 | 140,060,355 | 4,045,199 | |||||
Beginning balance at Dec. 31, 2021 | 652,205 | $ 1,401 | $ 40 | 1,671,195 | (1,020,142) | (289) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | $ (152,821) | ||||||||
Exercise of stock options (in shares) | 0 | ||||||||
Net Change in Accumulated Derivative Unrealized Gain (Loss) | $ 3,198 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 141,322,193 | 4,045,199 | 141,322,193 | 4,045,199 | |||||
Ending balance at Sep. 30, 2022 | 507,011 | $ 1,413 | $ 40 | 1,675,404 | (1,172,755) | 2,909 | |||
Beginning balance (in shares) at Mar. 31, 2022 | 139,440,136 | 4,045,199 | |||||||
Beginning balance at Mar. 31, 2022 | 643,419 | $ 1,395 | $ 40 | 1,672,063 | (1,031,013) | 934 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (773) | (773) | |||||||
Compensation expense related to granting of stock awards (in shares) | 1,738,025 | ||||||||
Compensation expense related to granting of stock awards | 2,481 | $ 17 | 2,464 | ||||||
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares) | 141,187 | ||||||||
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP") | 132 | $ 1 | 131 | ||||||
Purchase of vested employee restricted stock units (in shares) | (22,814) | ||||||||
Purchase of vested employee restricted stock units | (51) | (51) | |||||||
Payment of dividends on common stock | (4) | (4) | |||||||
Dividend equivalents, net of forfeitures | 4 | 4 | |||||||
Net Change in Accumulated Derivative Unrealized Gain (Loss) | 553 | 553 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 141,296,534 | 4,045,199 | |||||||
Ending balance at Jun. 30, 2022 | 645,761 | $ 1,413 | $ 40 | 1,674,603 | (1,031,782) | 1,487 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (140,975) | (140,975) | |||||||
Compensation expense related to granting of stock awards (in shares) | (168,167) | ||||||||
Compensation expense related to granting of stock awards | 726 | $ (2) | 728 | ||||||
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares) | 198,188 | ||||||||
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP") | 77 | $ 2 | 75 | ||||||
Purchase of vested employee restricted stock units (in shares) | (4,362) | ||||||||
Purchase of vested employee restricted stock units | (2) | (2) | |||||||
Payment of dividends on common stock | 0 | 0 | |||||||
Dividend equivalents, net of forfeitures | 2 | 2 | |||||||
Net Change in Accumulated Derivative Unrealized Gain (Loss) | 1,422 | 1,422 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 141,322,193 | 4,045,199 | 141,322,193 | 4,045,199 | |||||
Ending balance at Sep. 30, 2022 | $ 507,011 | $ 1,413 | $ 40 | $ 1,675,404 | $ (1,172,755) | $ 2,909 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (152,821) | $ (24,982) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 47,455 | 38,690 |
Net amortization of deferred financing costs (net of original issue discount and debt premium) | 3,064 | 2,249 |
Net deferred taxes (benefit) and other | (37,362) | 8,692 |
Provision for bad debts | 1,006 | 1,967 |
Net (gain) loss on sale or disposal | (13,228) | (3,731) |
Non-cash stock-based compensation expense | 5,905 | 8,349 |
Net loss on extinguishment of debt | 0 | 8,168 |
Deferred compensation | (5,835) | 2,787 |
Impairment loss | 180,075 | 1,371 |
Change in fair value of contingent consideration | (8,802) | 0 |
Changes in assets and liabilities (net of effects of acquisitions, and dispositions): | ||
Accounts receivable | 8,793 | 2,286 |
Prepaid expenses and deposits | (15,679) | (18,317) |
Accounts payable and accrued liabilities | (18,808) | 24,577 |
Other assets | 935 | (134) |
Accrued interest expense | (1,383) | 1,902 |
Other long-term liabilities | (12,944) | (8,253) |
Net cash provided by (used in) operating activities | (19,629) | 45,621 |
INVESTING ACTIVITIES: | ||
Additions to property, equipment and software | (72,541) | (39,267) |
Proceeds from sale of property, equipment, intangibles and other assets | 18,604 | 1,162 |
Purchases of businesses and audio assets | (5,040) | (15,297) |
Net cash used in investing activities | (58,977) | (53,402) |
FINANCING ACTIVITIES: | ||
Borrowing under the revolving senior debt | 90,000 | 52,000 |
Borrowing under the accounts receivable facility | 0 | 75,000 |
Proceeds from issuance of long-term debt | 0 | 540,000 |
Payments of long-term debt | 0 | (77,044) |
Payments of revolving senior debt | (22,727) | (124,000) |
Retirement of notes | (10,000) | (400,000) |
Payment for debt issuance costs | 0 | (9,364) |
Payment of call premium and other fees | 0 | (14,500) |
Proceeds from issuance of employee stock plan | 386 | 142 |
Proceeds from the exercise of stock options | 0 | 45 |
Purchase of vested employee restricted stock units | (1,892) | (2,040) |
Payment of dividend equivalents on vested restricted stock units | (178) | (581) |
Net cash provided by financing activities | 55,589 | 39,658 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (23,017) | 31,877 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 59,439 | 30,964 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 36,422 | 62,841 |
Cash paid (received) during the period for: | ||
Interest | 71,439 | 62,217 |
Income taxes | $ (14,779) | $ (304) |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021, and filed with the SEC on March 1, 2022, as part of the Company’s Annual Report on Form 10-K (the "2021 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 2021 Annual Report. Liquidity and Capital Resources 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. The pandemic has had, and may continue to have, a material impact on the Company and its recovery. While the full impact of this pandemic is not yet known, the Company has taken 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. The COVID-19 pandemic and current macroeconomic conditions have created, and may continue to create, significant uncertainty in operations, including disrupted supply chains, rising inflation and interest rates, and significant volatility in financial markets, which have had, and are 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. Therefore, the results for the nine months ended September 30, 2022, may not be indicative of the results for the year ending December 31, 2022. The full extent to which the current macroeconomic conditions impact 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, but the Company believes the impact could be material if conditions persist. The Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by the COVID-19 pandemic and current macroeconomic conditions. Based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, its current business plan and revenue prospects, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations and meet its covenant requirements for at least the next 12 months. Due to the impact of the macroeconomic conditions on the Company, management continues to execute on cash management and strategic operational plans including evaluation of contractual obligations, workforce reductions, management of operating expenses, and divesting non-strategic assets of the Company along with other cash and debt management plans for the benefit of the covenant calculation, as permitted under the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 8 below). However, the Company is unable to predict with certainty the impact of the COVID-19 pandemic and current macroeconomic conditions will have on its ability to maintain compliance with the debt covenants contained in the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 8 below), including financial covenants. The Company was in compliance with such covenants at September 30, 2022. Failure to meet the covenant requirements in the future could cause the Company to be in default and the maturity of the related debt could be accelerated and become immediately payable. This may require the Company to obtain waivers or amendments in order to maintain compliance and there can be no certainty that any such waiver or amendment would be available, or what the cost of such waiver or amendment, if obtained, would be. If the Company is unable to obtain necessary waivers or amendments and the debt is accelerated, the Company would be required to obtain replacement financing at prevailing market rates, which may not be favorable to the Company. There is no guarantee that the Company would be able to satisfy its obligations if any of its indebtedness is accelerated. In the event revenues in future quarters are lower than we currently anticipate, we may be forced to take remedial actions which could include, among other things (and where allowed by the lenders): (i) implementing further cost reductions; (ii) seeking replacement financing; (iii) raising funds through the issuance of additional equity or debt securities or incurring additional borrowings; or (iv) disposing of certain assets or businesses. Such remedial actions, which may not be available on favorable terms or at all, could have a material adverse impact on our business. Consolidated VIE - Accounts Receivable Facility 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, 2022 or is expected to be provided in the future that was not previously contractually required. As of September 30, 2022, the SPV has $221.5 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility. Consolidated VIE - Qualified Intermediary Periodically, the Company enters into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a third party qualified intermediary ("QI") and are unavailable for the Company's use until released. The proceeds are recorded as restricted cash on the condensed consolidated balance sheets and released: (i) if they are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period. During 2022, the Company entered into an agreement with a third party QI, under which the Company entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property. The QI is considered a VIE because its equity capitalization is insufficient to support its operations. The most significant activity that impacts the economic performance of the QI is its holding of proceeds from the sale of real property in an interest bearing account. The Company is considered the primary beneficiary as it has the right to direct the activities that were most significant to the VIE and the Company has the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement. The use of a QI in a like-kind exchange will enable the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange is required to be received by the Company within 180 days. Total results of operations of the VIE for the nine months ended September 30, 2022 were not significant. Restrictions on cash balances held by the VIE lapsed during the third quarter of 2022. As a result, the Company does not present restricted cash at September 30, 2022. The VIE had no other assets or liabilities as of September 30, 2022. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors. Refer to Note 15, Contingencies And Commitments, for additional information. 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 2021 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows. |
BUSINESS COMBINATIONS AND EXCHA
BUSINESS COMBINATIONS AND EXCHANGES | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS AND EXCHANGES | BUSINESS COMBINATIONS AND EXCHANGES 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 WideOrbit Streaming Acquisition On October 20, 2021, the Company completed an acquisition of WideOrbit's digital audio streaming technology and the related assets and operations of WideOrbit Streaming for approximately $40.0 million (the "WideOrbit Streaming Acquisition"), which included certain employees. The assets acquired included $31.5 million of developed technology and $8.0 million of intangible licenses. The Company determined this acquisition was a business combination. The Company operates WideOrbit Streaming under the name AmperWave ® ("AmperWave"). The Company funded this acquisition through a draw on its revolving credit facility (the "Revolver"). Based upon the timing of the WideOrbit Streaming Acquisition, the Company's condensed consolidated financial statements for the period ended September 30, 2022, reflect the results of AmperWave. The Company's condensed consolidated financial statements for the period ended September 30, 2021 do not reflect the results of AmperWave. 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. The Company recorded goodwill on its books. Management believes that this acquisition provides the Company with an opportunity to benefit from acquired technology, 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. Final Value (amounts in thousands) Assets Operating lease right-of-use assets $ 142 Net property and equipment 38 Other assets, net of accumulated amortization 39,532 Goodwill 386 Total intangible and other assets 39,918 Operating lease liabilities (142) Deferred tax asset 134 Preliminary fair value of net assets acquired $ 40,090 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 months ended September 30, 2022: (a) reflect the results of the Acquired Stations; and (b) do not reflect the results of the Divested Stations. The Company's condensed consolidated financial statements for the nine months ended September 30, 2021: (i) reflect the results of the Acquired Stations for the entire period in which the LMAs were in effect and after the completion of the Urban One Exchange; and (ii) do not reflect the results of the Divested Stations. 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. Final Value (amounts in thousands) Assets Net property and equipment $ 2,254 Total tangible property 2,254 Radio broadcasting licenses 23,233 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, 2022 reflect the results of Podcorn. 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 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 an increase in the discount rate, which resulted in a lower expected present value of the contingent consideration. Additionally, reduction in projected Adjusted EBITDA values for 2022 and 2023 resulted in a lower expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at September 30, 2022 decreased $8.8 million to $0.1 million. Changes in the fair value of the contingent consideration 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 table reflects the final allocation of the purchase price to the assets acquired and liabilities assumed. Final Value (amounts in thousands) Assets Cash $ 702 Prepaid expenses, deposits and other 18 Other assets, net of accumulated amortization 2,545 Goodwill 19,637 Deferred tax asset 72 Net working capital 63 Preliminary fair value of net assets acquired $ 23,037 Unaudited Pro Forma Summary of Financial Information The following unaudited pro forma information for the nine and three months ended September 30, 2021 assumes that the acquisitions in 2021 had occurred as of January 1, 2021. 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, 2021, and filed with the SEC on March 1, 2022, 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 as of January 1, 2021. 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 2022 2021 2022 2021 (amounts in thousands except share and per share data) Actual Pro Forma Actual Pro Forma Net revenues $ 316,969 $ 330,242 $ 911,703 $ 878,275 Net loss $ (140,975) $ (6,573) $ (152,821) $ (30,252) Net loss per common share - basic $ (1.01) $ (0.05) $ (1.10) $ (0.22) Net loss per common share - diluted $ (1.01) $ (0.05) $ (1.10) $ (0.22) Weighted shares outstanding basic 139,361,261 135,893,823 139,246,393 135,857,127 Weighted shares outstanding diluted 139,361,261 135,893,823 139,246,393 135,857,127 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES Restructuring Charges The following table presents the components of restructuring charges. Nine Months Ended 2022 2021 (amounts in thousands) Workforce reduction 5,300 4,131 Other restructuring costs 818 88 Total restructuring charges $ 6,118 $ 4,219 Three Months Ended 2022 2021 (amounts in thousands) Workforce reduction $ 3,649 $ 2,263 Other restructuring costs 567 37 Total restructuring charges $ 4,216 $ 2,300 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. During the third quarter of 2022, the Company initiated a restructuring plan to help mitigate the adverse impact that the current macroeconomic conditions are 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 and current macroeconomic conditions. The restructuring plans primarily included workforce reduction charges that included one-time termination benefits and related costs to mitigate the adverse impacts of the COVID-19 pandemic and current macroeconomic conditions. The estimated amount of unpaid restructuring charges as of September 30, 2022 includes amounts in accrued expenses that are expected to be paid in less than one year. Nine Months Ended September 30, 2022 Twelve Months Ended December 31, 2021 (amounts in thousands) Restructuring charges, beginning balance $ 2,623 $ 2,988 Additions 6,118 5,671 Payments (5,152) (6,036) Restructuring charges unpaid and outstanding 3,589 2,623 Restructuring charges - noncurrent portion (110) — Restructuring charges - current portion $ 3,479 $ 2,623 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
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 podcast studio, Cadence 13, LLC. ("Cadence13"), 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 podcast studio, Pineapple Street Media LLC ("Pineapple"), 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, when 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 $1.4 million and $2.8 million as of September 30, 2022 and December 31, 2021, respectively. Description September 30, December 31, (amounts in thousands) Receivables, net, included in Accounts receivable net of allowance for doubtful accounts $ 264,840 $ 273,217 Unearned revenue - current 17,261 10,638 Unearned revenue - noncurrent 420 474 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 sheets. 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 consideration received in advance from customers on certain contracts. For these contracts, revenue is recognized upon 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, 2022 $ 11,112 Revenue recognized during the period that was included in the beginning balance of contract liabilities (11,112) Additions, net of revenue recognized during period 17,681 Ending balance $ 17,681 Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source: Nine Months Ended 2022 2021 Revenue by Source (amounts in thousands) Spot revenues $ 584,363 $ 577,561 Digital revenues 190,024 169,746 Network revenues 66,592 61,626 Sponsorships and event revenues 35,724 32,021 Other revenues 35,000 33,718 Net revenues $ 911,703 $ 874,672 Three Months Ended 2022 2021 Revenue by Source (amounts in thousands) Spot revenues $ 204,742 $ 220,562 Digital revenues 62,685 61,378 Network revenues 23,663 23,453 Sponsorships and event revenues 13,760 12,093 Other revenues 12,119 11,957 Net revenues $ 316,969 $ 329,443 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
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 2022 2021 (amounts in thousands) Operating lease cost $ 37,957 $ 36,728 Variable lease cost 8,395 8,876 Total lease cost $ 46,352 $ 45,604 Three Months Ended Lease Cost 2022 2021 (amounts in thousands) Operating lease cost $ 12,605 $ 12,113 Variable lease cost 3,122 2,861 Total lease cost $ 15,727 $ 14,974 Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, Description 2022 2021 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 41,072 $ 40,567 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 22,227 $ 14,898 As of September 30, 2022, 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, 2022 | |
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, however, be 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, $ 2,251,546 $ 2,229,016 Acquisitions (See Note 2) — 23,233 Loss on impairment (159,089) — Assets held for sale (See Note 14) (4,380) (703) Ending period balance $ 2,088,077 $ 2,251,546 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, $ 1,062,723 $ 1,042,762 Accumulated loss on impairment as of January 1, (980,547) (980,547) Goodwill beginning balance after cumulative loss on impairment as of January 1, 82,176 62,215 Loss on impairment (18,126) — Acquisitions (See Note 2) — 20,099 Measurement period adjustments to acquired goodwill (See Note 2) (134) (138) Ending period balance $ 63,916 $ 82,176 Interim Impairment Assessment In evaluating whether events or changes in circumstances indicate that an interim impairment assessment is required, management considers several factors in determining whether it is more likely than not that the carrying value of the Company’s broadcasting licenses or goodwill exceeds the fair value of the Company’s broadcasting licenses or goodwill. The analysis considers: (i) macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets; (ii) industry and market considerations such as deterioration in the environment in which the Company operates, an increased competitive environment, a change in the market for the Company’s products or services, or a regulatory or political development; (iii) cost factors such as increases in labor or other costs that have a negative effect on earnings and cash flows; (iv) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; (v) other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, bankruptcy, or litigation; (vi) events affecting a reporting unit such as a change in the composition or carrying amount of the Company’s net assets; and (vii) a sustained decrease in the Company’s share price. The Company evaluates the significance of identified events and circumstances on the basis of the weight of evidence along with how they could affect the relationship between the carrying value of the Company’s broadcasting licenses and goodwill and their respective fair value amounts, including positive mitigating events and circumstances. Subsequent to the annual impairment test conducted during the fourth quarter of 2021, the Company continued to monitor these factors listed above. Due to a sustained decrease in the Company's share price, the increase in interest rates and related impact on the weighted average cost of capital, a contraction in the expected future economic and market conditions utilized in the annual impairment test conducted in the fourth quarter of 2021, and a reduction in projected operating performance at the QLGG reporting unit, the Company determined that the changes in circumstances warranted an interim impairment assessment on its broadcasting licenses and goodwill during the third quarter of the current year. Due to changes in facts and circumstances, the Company revised its estimates with respect to projected operating performance and discount rates used in the interim impairment assessments. Broadcasting Licenses Impairment Test During the fourth quarter of 2021, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company's markets and, accordingly, no impairment was recorded. During the third quarter of the current year, the Company completed an interim impairment assessment for its broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $159.1 million ($116.7 million, net of tax). Each market’s broadcasting licenses are combined into a single unit of accounting for purposes of testing impairment, as the broadcasting licenses in each market are operated as a single asset. The Company determines the fair value of the broadcasting licenses in each of its markets by relying on a discounted cash flow approach (a 10-year income model) assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These assumptions include, but are not limited to: (i) the discount rate; (ii) the profit margin of an average station within a market, based upon market size and station type; (iii) the forecast growth rate of each radio market; (iv) the estimated capital start-up costs and losses incurred during the early years; (v) the likely media competition within the market area; (vi) the tax rate; and (vii) future terminal values. The methodology used by the Company in determining its key estimates and assumptions was applied consistently to each market. Of the seven variables identified above, the Company believes that the assumptions in items (i) through (iii) above are the most important and sensitive in the determination of fair value. Assumptions and Results - Broadcasting Licenses The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments of each year. Estimates And Assumptions Third Quarter 2022 Fourth Quarter 2021 Discount rate 9.5 % 8.5 % Operating profit margin ranges for average stations in markets where the Company operates 19.6% to 32.9% 19.6% to 33.3% Forecasted growth rate (including long-term growth rate) range of the Company's markets 0.0% to 0.6% 0.0% to 0.6% The Company believes it has made reasonable estimates and assumptions to calculate the fair value of its broadcasting licenses. These estimates and assumptions could be materially different from actual results. 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 current macroeconomic conditions increase the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment. The Company will conduct its annual impairment test for broadcast licenses during the fourth quarter of 2022. Goodwill Impairment Test In March 2021, the Company completed the Podcorn Acquisition. Cadence13, Pineapple and Podcorn represent a single podcasting division one level beneath the single operating segment. Since the operations are economically similar, Cadence13, Pineapple and Podcorn were aggregated into a single podcasting reporting unit for the quantitative impairment assessment conducted in the fourth quarter of 2021. During the fourth quarter of 2021, the Company completed its annual impairment test for its podcasting reporting unit and determined that the fair value of its podcast reporting unit was greater than the carrying value and, accordingly, no impairment was recorded. During the fourth quarter of 2021, the Company completed its annual impairment test for its QLGG reporting unit and determined that the fair value of its QLGG reporting unit was greater than the carrying value and, accordingly, no impairment was recorded. In October 2021, the Company completed the WideOrbit Streaming Acquisition. AmperWave represents a separate division one level beneath the single operating segment and its own reporting unit. For the goodwill acquired in the WideOrbit Streaming Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the annual impairment testing process. The valuation of the acquired goodwill approximated fair value. During the third quarter of the current year, the Company completed an interim impairment assessment for its goodwill at the podcast reporting unit and the QLGG reporting unit. As a result of this interim impairment assessment, the Company determined that the fair value of its podcast reporting unit was greater than the carrying value, and accordingly, no impairment was recorded. As a result of this interim impairment assessment, the Company determined that the fair value of its QLGG reporting unit was less than the amount reflected in the balance sheet and, accordingly, recorded an impairment loss of $18.1 million. As a result of this impairment assessment, the Company no longer has any goodwill attributable to the QLGG reporting unit. The Company elected to bypass the qualitative assessment for the interim impairment tests of its podcast reporting unit and QLGG reporting unit and proceeded directly to the quantitative goodwill impairment test by using a discounted cash flow approach (a 5-year income model). Potential impairment is identified by comparing the fair value of each reporting unit to its carrying value. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. The cash flow projections for the reporting units include significant judgments and assumptions relating to the revenue, operating expenses, projected operating profit margins, and the discount rate. Changes in the Company's estimates of the fair value of these assets could result in material future period write-downs of the carrying value of the Company's goodwill. Assumptions and Results - Goodwill The following table reflects the estimates and assumptions used in the interim and annual goodwill impairment assessments of each year: Estimates And Assumptions Third Quarter 2022 Fourth Quarter 2021 Discount rate - podcast reporting unit 11.0 % 9.5% Discount rate - QLGG reporting unit 13.0 % 12.0% The Company believes it has made reasonable estimates and assumptions to calculate the fair value of its reporting units. These estimates and assumptions could be materially different from actual results. 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 current macroeconomic conditions increase the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment. The Company will conduct its annual impairment test for goodwill during the fourth quarter of 2022. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 24,946 $ 35,917 Accounts receivable credits 5,239 2,506 Advertiser obligations 5,664 2,504 Accrued interest payable 13,279 14,662 Unearned revenue 17,261 10,638 Unfavorable sports liabilities 885 4,492 Accrued benefits 7,232 6,894 Non-income tax liabilities 1,876 1,897 Other 4,062 4,620 Total other current liabilities $ 80,444 $ 84,130 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 165,000 $ 97,727 Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium 1,186 1,397 798,601 731,539 2027 Notes 6.500% notes due May 1, 2027 460,000 470,000 Plus unamortized premium 3,406 3,964 463,406 473,964 2029 Notes 6.750% notes due March 31, 2029 540,000 540,000 540,000 540,000 Accounts receivable facility 75,000 75,000 Other debt 782 764 Total debt before deferred financing costs 1,877,789 1,821,267 Current amount of long-term debt — (22,727) Deferred financing costs (excludes the revolving credit) (12,667) (16,409) Total long-term debt, net of current debt $ 1,865,122 $ 1,782,131 Outstanding standby letters of credit $ 6,069 $ 6,069 (A) Senior Debt The 2027 Notes During 2019, the Company and its finance subsidiary, Audacy Capital Corp., issued $425.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "Initial 2027 Notes"). Interest on the Initial 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. The Initial 2027 Notes are governed by an indenture dated as of April 30, 2019 (the "Base Indenture"), as supplemented by a first supplemental indenture dated December 13, 2019 (the "First Supplemental Indenture"), (collectively, the "Indenture"). A portion of the Initial 2027 Notes was issued at premium. As of any reporting period, the unamortized premium on the Initial 2027 Notes is reflected on the balance sheet as an addition to the Initial 2027 Notes. During the fourth quarter of 2021, Audacy Capital Corp., issued $45.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes were issued as additional notes under the Indenture. The Additional 2027 Notes are treated as a single series with the Initial 2027 Notes (collectively, the "2027 Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional 2027 Notes were issued at a price of 100.750% of their principal amount. During the nine months ended September 30, 2022, the Company repurchased $10.0 million of its 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the $460.0 million 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, 2022. 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, 2022, the Company’s Consolidated Net First Lien Leverage Ratio was 3.8 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, 2022, 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. Refer to Note 1, Basis of Presentation And Significant Policies - Liquidity and Capital Resources, for additional information. The 2029 Notes During the first quarter of 2021, the Company and its finance subsidiary, Audacy Capital 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; 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 Credit Facility - Amendment No. 5 On July 20, 2020, Audacy Capital Corp. 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. 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 was 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. The Covenant Relief Period ended in the fourth quarter of 2021. 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 the Secured Overnight Financing Rate ("SOFR") 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’ 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 receivable 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 receivable) are not available to creditors of Audacy NY, Audacy Operations or the Company, and the accounts receivable are not legally assets of Audacy NY, Audacy Operations or the Company. The Receivables Facility is accounted for as a secured financing. The Receivables Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, a required minimum tangible net worth, and a minimum liquidity requirement (the "financial covenants"). Specifically, the Receivables 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, 2022. As of September 30, 2022, the Company’s Consolidated Net First Lien Leverage Ratio was 3.8 times. The Receivables Facility also requires the Company to maintain a minimum tangible net worth, as defined within the agreement, of at least $300.0 million. Additionally, the Receivables Facility requires the Company to maintain liquidity of $75.0 million. As of September 30, 2022, the Company was compliant with the financial covenants. 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, 2022, the Company had outstanding borrowings of $75.0 million under the Receivables Facility. Refer to Note 1, Basis of Presentation And Significant Policies - Liquidity and Capital Resources, for additional information. (B) Senior Unsecured Debt The Senior Notes Simultaneously with entering into a business combination 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 Inc. (now Audacy Capital Corp.) on October 17, 2016. 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. (C) Net Interest Expense The components of net interest expense are as follows: Net Interest Expense Nine Months Ended 2022 2021 (amounts in thousands) Interest expense $ 73,119 $ 64,285 Amortization of deferred financing costs 3,832 3,580 Amortization of original issue premium of senior notes (768) (1,331) Interest income and other investment income (70) (50) Total net interest expense $ 76,113 $ 66,484 Net Interest Expense Three Months Ended 2022 2021 (amounts in thousands) Interest expense $ 27,076 $ 21,668 Amortization of deferred financing costs 1,293 1,342 Amortization of original issue premium of senior notes (256) (241) Interest income and other investment income — 2 Total net interest expense $ 28,113 $ 22,771 |
DERIVATIVE AND HEDGING ACTIVITI
DERIVATIVE AND HEDGING ACTIVITIES | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022, 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% Collar $ 220.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2023 $ 90.0 Total $ 220.0 For the nine months ended September 30, 2022, the Company recorded the net change in the fair value of this derivative as a gain of $3.2 million (net of tax benefit of $1.2 million as of September 30, 2022) 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, 2022, the fair value of these derivatives was an asset of $4.0 million, and is recorded within other assets, net of accumulated amortization on the condensed consolidated balance sheet. The Company does not expect to reclassify any 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, 2022 and December 31, 2021: Accumulated Derivative Gain (Loss) Description September 30, December 31, (amounts in thousands) Accumulated derivative unrealized gain (loss) $ 2,909 $ (289) The following tables present the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the nine and three months ended September 30, 2022 and September 30, 2021: 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, 2022 2021 2022 2021 (amounts in thousands) $ 3,198 $ 929 $ 232 $ 912 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, 2022 2021 2022 2021 (amounts in thousands) $ 1,422 $ 170 $ — $ 263 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 market risks associated with its non-qualified deferred compensation plan liabilities. The Company pays a floating rate, based on the SOFR, 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, 2022, the notional investments underlying the TRS amounted to $22.8 million. The contract term of the TRS is through March 2023 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, 2022 | |
Earnings Per Share [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 2022 2021 2022 2021 (amounts in thousands except per share data) Basic (Loss) Per Share Numerator Net loss $ (140,975) $ (4,761) $ (152,821) $ (24,982) Denominator Basic weighted average shares outstanding 139,361 135,894 139,246 135,857 Net loss per share - Basic $ (1.01) $ (0.04) $ (1.10) $ (0.18) Diluted (Loss) Per Share Numerator Net loss $ (140,975) $ (4,761) $ (152,821) $ (24,982) Denominator Basic weighted average shares outstanding 139,361 135,894 139,246 135,857 Effect of RSUs and options under the treasury stock method — — — — Diluted weighted average shares outstanding 139,361 135,894 139,246 135,857 Net loss per share - Diluted $ (1.01) $ (0.04) $ (1.10) $ (0.18) 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 2022 2021 2022 2021 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 609 588 609 588 Price range of options: from $ 3.54 $ 4.88 $ 3.54 $ 4.88 Price range of options: to $ 13.98 $ 13.98 $ 13.98 $ 13.98 RSUs with service conditions 836 1,411 816 429 RSUs excluded with service and market conditions as market conditions not met 825 — 825 — Excluded shares as anti-dilutive when reporting a net loss 891 1,626 1,677 2,171 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Under the Company's equity compensation plan (the “Plan”), 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 Plan 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, 2021 7,342 RSUs awarded September 30, 2022 1,776 RSUs released September 30, 2022 (2,239) RSUs forfeited September 30, 2022 (274) RSUs outstanding as of: September 30, 2022 6,605 $ — 1.0 $ 2,594 RSUs vested and expected to vest as of: September 30, 2022 6,605 $ — 1.0 $ 2,594 RSUs exercisable (vested and deferred) as of: September 30, 2022 5 $ — 0.0 $ 2 Weighted average remaining recognition period in years 1.6 Unamortized compensation expense $ 5,921 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 2022 2021 (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 Plan: 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, 2021 609 $ 11.33 Options exercised September 30, 2022 — — Options outstanding as of: September 30, 2022 609 $ 11.33 2.1 $ — Options vested and expected to vest as of: September 30, 2022 609 $ 11.33 2.1 $ — Options vested and exercisable as of: September 30, 2022 609 $ 11.33 2.1 $ — Weighted average remaining recognition period in years 0.0 Unamortized compensation expense $ — 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 $ 3.54 7.01 67 6.7 5.40 67 $ 5.40 $ 9.66 13.98 542 1.5 12.06 542 $ 12.06 $ 3.54 13.98 609 2.1 11.33 609 $ 11.33 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 2022 2021 (amounts in thousands) Station operating expenses $ 2,989 $ 3,054 Corporate general and administrative expenses 3,956 6,726 Stock-based compensation expense included in operating expenses 6,945 9,780 Income tax benefit (1) 1,404 2,219 After-tax stock-based compensation expense $ 5,541 $ 7,561 Three Months Ended 2022 2021 (amounts in thousands) Station operating expenses $ 828 $ 937 Corporate general and administrative expenses 24 3,491 Stock-based compensation expense included in operating expenses 852 4,428 Income tax benefit (1) 50 1,054 After-tax stock-based compensation expense $ 802 $ 3,374 (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, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Tax Rate for the Nine and Three Months Ended September 30, 2022 The Company recognized an income tax benefit at an effective income tax rate of 22.0% and 21.7% for the nine and three months ended September 30, 2022, respectively. The effective income tax rate was determined using a forecasted tax rate based upon projected taxable income for the year. The effective income tax rate for the period was impacted by permanent items, state tax expense, discrete income tax expense items related to stock based compensation, a valuation allowance for certain state net operating losses, adjustments related to amended federal income tax returns for 2018 and 2019, and interest and penalties associated with uncertain tax positions. 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 was able to carryback its 2020 federal income tax loss to prior tax years and file a refund claim with the IRS for $15.2 million, which it received in the first quarter of 2022. During the third quarter of 2022, the Company filed amended federal income tax returns for 2018 and 2019, in which it requested a refund of $5.5 million for 2018. Tax Rate for the Nine and Three Months Ended September 30, 2021 The Company recognized an income tax benefit at an effective income tax rate of 20.7% and 173.5% for the nine and three months ended September 30, 2021, 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, 2022 | |
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) Assets Interest Rate Cash Flow Hedge (3) $ 3,967 $ — $ 3,967 $ — $ — Liabilities Deferred compensation plan liabilities (1) $ 22,473 $ 18,157 $ — $ — $ 4,316 Contingent Consideration (4) $ 30 $ — $ — $ 30 $ — 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) $ 32,730 $ 26,839 $ — $ — $ 5,891 Interest Rate Cash Flow Hedge (3) $ 394 $ — $ 394 $ — $ — Contingent Consideration (4) $ 8,783 $ — $ — $ 8,783 $ — (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 at December 31, 2021 and other assets, net of accumulated amortization at September 30, 2022, 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 rate 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 increased to 11.0% at September 30, 2022. Additionally, a reduction in projected Adjusted EBITDA values for 2022 resulted in a lower expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at September 30, 2022 decreased $8.8 million to $0.1 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 three months ended September 30, 2022 and 2021, there were no events or changes in circumstances which indicated the Company’s investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable. As discussed above, the Company conducted an interim impairment assessment on its broadcasting licenses and goodwill during the third quarter of 2022. Refer to Note 6, Intangible Assets And Goodwill, for additional information. 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) $ 632,415 $ 531,229 $ 632,415 $ 626,881 Revolver (2) $ 165,000 $ 165,000 $ 97,727 $ 97,727 2029 Notes (3) $ 540,000 $ 132,975 $ 540,000 $ 527,850 2027 Notes (3) $ 460,000 $ 116,150 $ 470,000 $ 460,600 Accounts receivable facility (4) $ 75,000 $ 75,000 Other debt (4) $ 782 $ 764 Letters of credit (4) $ 6,069 $ 6,069 The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company utilizes a Level 2 valuation input based upon the market trading price of the Term B-2 Loan to compute the fair value as the Term B-2 Loan is traded in the debt securities market. The fair value of the Term B-2 Loan 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 2029 Notes and 2027 Notes to compute the fair value as these 2029 Notes and 2027 Notes are traded in the debt securities market. The 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, 2022 | |
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. In aggregate, these assets had a carrying value of approximately $0.5 million. In the fourth quarter of 2021, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $4.6 million. During the fourth quarter of 2021, the Company entered into an agreement with a third party to dispose of land, equipment and an FCC license in connection with a sale of a station in San Francisco, California. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of approximately $1.0 million. In the second quarter of 2022, the Company completed this sale. The Company recognized a loss on the sale, net of commissions and other expenses, of approximately $0.5 million. During the second quarter of 2022, the Company entered into an agreement with a third party to dispose of land, and equipment in Houston, Texas. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of approximately $4.2 million. In the third quarter of 2022, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $10.6 million. During the third quarter of 2022, the Company entered into an agreement with a third party to dispose of land, equipment and an FCC license in Las Vegas, Nevada. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets have a carrying value of approximately $8.3 millions. 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, 2022 December 31, 2021 (amounts in thousands) Net property and equipment 3,919 330 Radio broadcasting licenses 4,380 703 Net assets held for sale $ 8,299 $ 1,033 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 235 $ 351 Long-term Other long-term liabilities 1 92 Total $ 236 $ 443 Employee Stock Purchase Plan The Company temporarily suspended the ESPP following the purchase of shares under the ESPP for the first quarter of 2020. 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 2022 2021 (amounts in thousands) Number of shares purchased 400 39 Non-cash compensation expense recognized $ 58 $ 21 Share Repurchase Program During the nine months ended September 30, 2022, the Company did not repurchase any shares under the 2017 Share Repurchase Program. As of September 30, 2022, $41.6 million is available for future share repurchases under the 2017 Share Repurchase Program. Shareholder Rights Agreement |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | CONTINGENCIES AND COMMITMENTSContingenciesThe 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, 2022 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Events occurring after September 30, 2022, and through the date that these condensed 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: Sale of Assets Held for Sale On November 2, 2022, the Company completed the sale of land and equipment in Las Vegas, Nevada for $40.0 million. These assets were reflected as assets held for sale at September 30, 2022. The Company is expected to recognize a gain on the sale, net of commissions and other expenses, of approximately $35.3 million. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021, and filed with the SEC on March 1, 2022, as part of the Company’s Annual Report on Form 10-K (the "2021 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 2021 Annual Report. |
Liquidity and Capital Resources | Liquidity and Capital Resources 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. The pandemic has had, and may continue to have, a material impact on the Company and its recovery. While the full impact of this pandemic is not yet known, the Company has taken 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. The COVID-19 pandemic and current macroeconomic conditions have created, and may continue to create, significant uncertainty in operations, including disrupted supply chains, rising inflation and interest rates, and significant volatility in financial markets, which have had, and are 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. Therefore, the results for the nine months ended September 30, 2022, may not be indicative of the results for the year ending December 31, 2022. The full extent to which the current macroeconomic conditions impact 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, but the Company believes the impact could be material if conditions persist. The Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by the COVID-19 pandemic and current macroeconomic conditions. Based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, its current business plan and revenue prospects, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations and meet its covenant requirements for at least the next 12 months. Due to the impact of the macroeconomic conditions on the Company, management continues to execute on cash management and strategic operational plans including evaluation of contractual obligations, workforce reductions, management of operating expenses, and divesting non-strategic assets of the Company along with other cash and debt management plans for the benefit of the covenant calculation, as permitted under the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 8 below). However, the Company is unable to predict with certainty the impact of the COVID-19 pandemic and current macroeconomic conditions will have on its ability to maintain compliance with the debt covenants contained in the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 8 below), including financial covenants. The Company was in compliance with such covenants at September 30, 2022. Failure to meet the covenant requirements in the future could cause the Company to be in default and the maturity of the related debt could be accelerated and become immediately payable. This may require the Company to obtain waivers or amendments in order to maintain compliance and there can be no certainty that any such waiver or amendment would be available, or what the cost of such waiver or amendment, if obtained, would be. If the Company is unable to obtain necessary waivers or amendments and the debt is accelerated, the Company would be required to obtain replacement financing at prevailing market rates, which may not be favorable to the Company. There is no guarantee that the Company would be able to satisfy its obligations if any of its indebtedness is accelerated. In the event revenues in future quarters are lower than we currently anticipate, we may be forced to take remedial actions which could include, among other things (and where allowed by the lenders): (i) implementing further cost reductions; (ii) seeking replacement financing; (iii) raising funds through the issuance of additional equity or debt securities or incurring additional borrowings; or (iv) disposing of certain assets or businesses. Such remedial actions, which may not be available on favorable terms or at all, could have a material adverse impact on our business. |
Consolidated VIE - Accounts Receivable Facility | Consolidated VIE - Accounts Receivable Facility 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. Consolidated VIE - Qualified Intermediary Periodically, the Company enters into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a third party qualified intermediary ("QI") and are unavailable for the Company's use until released. The proceeds are recorded as restricted cash on the condensed consolidated balance sheets and released: (i) if they are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period. During 2022, the Company entered into an agreement with a third party QI, under which the Company entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property. The QI is considered a VIE because its equity capitalization is insufficient to support its operations. The most significant activity that impacts the economic performance of the QI is its holding of proceeds from the sale of real property in an interest bearing account. The Company is considered the primary beneficiary as it has the right to direct the activities that were most significant to the VIE and the Company has the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement. The use of a QI in a like-kind exchange will enable the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange is required to be received by the Company within 180 days. Total results of operations of the VIE for the nine months ended September 30, 2022 were not significant. Restrictions on cash balances held by the VIE lapsed during the third quarter of 2022. As a result, the Company does not present restricted cash at September 30, 2022. The VIE had no other assets or liabilities as of September 30, 2022. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors. Refer to Note 15, Contingencies And Commitments, for additional information. |
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 2021 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows. |
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 podcast studio, Cadence 13, LLC. ("Cadence13"), 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 podcast studio, Pineapple Street Media LLC ("Pineapple"), 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, when 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. |
BUSINESS COMBINATIONS AND EXC_2
BUSINESS COMBINATIONS AND EXCHANGES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of Purchase Price of Assets Acquired | 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. Final Value (amounts in thousands) Assets Operating lease right-of-use assets $ 142 Net property and equipment 38 Other assets, net of accumulated amortization 39,532 Goodwill 386 Total intangible and other assets 39,918 Operating lease liabilities (142) Deferred tax asset 134 Preliminary fair value of net assets acquired $ 40,090 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. Final Value (amounts in thousands) Assets Net property and equipment $ 2,254 Total tangible property 2,254 Radio broadcasting licenses 23,233 Total intangible assets $ 23,233 Total assets $ 25,487 Final Value (amounts in thousands) Assets Cash $ 702 Prepaid expenses, deposits and other 18 Other assets, net of accumulated amortization 2,545 Goodwill 19,637 Deferred tax asset 72 Net working capital 63 Preliminary fair value of net assets acquired $ 23,037 |
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 2022 2021 2022 2021 (amounts in thousands except share and per share data) Actual Pro Forma Actual Pro Forma Net revenues $ 316,969 $ 330,242 $ 911,703 $ 878,275 Net loss $ (140,975) $ (6,573) $ (152,821) $ (30,252) Net loss per common share - basic $ (1.01) $ (0.05) $ (1.10) $ (0.22) Net loss per common share - diluted $ (1.01) $ (0.05) $ (1.10) $ (0.22) Weighted shares outstanding basic 139,361,261 135,893,823 139,246,393 135,857,127 Weighted shares outstanding diluted 139,361,261 135,893,823 139,246,393 135,857,127 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table presents the components of restructuring charges. Nine Months Ended 2022 2021 (amounts in thousands) Workforce reduction 5,300 4,131 Other restructuring costs 818 88 Total restructuring charges $ 6,118 $ 4,219 Three Months Ended 2022 2021 (amounts in thousands) Workforce reduction $ 3,649 $ 2,263 Other restructuring costs 567 37 Total restructuring charges $ 4,216 $ 2,300 |
Schedule of Restructuring Reserve | The estimated amount of unpaid restructuring charges as of September 30, 2022 includes amounts in accrued expenses that are expected to be paid in less than one year. Nine Months Ended September 30, 2022 Twelve Months Ended December 31, 2021 (amounts in thousands) Restructuring charges, beginning balance $ 2,623 $ 2,988 Additions 6,118 5,671 Payments (5,152) (6,036) Restructuring charges unpaid and outstanding 3,589 2,623 Restructuring charges - noncurrent portion (110) — Restructuring charges - current portion $ 3,479 $ 2,623 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $1.4 million and $2.8 million as of September 30, 2022 and December 31, 2021, respectively. Description September 30, December 31, (amounts in thousands) Receivables, net, included in Accounts receivable net of allowance for doubtful accounts $ 264,840 $ 273,217 Unearned revenue - current 17,261 10,638 Unearned revenue - noncurrent 420 474 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, 2022 $ 11,112 Revenue recognized during the period that was included in the beginning balance of contract liabilities (11,112) Additions, net of revenue recognized during period 17,681 Ending balance $ 17,681 |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Nine Months Ended 2022 2021 Revenue by Source (amounts in thousands) Spot revenues $ 584,363 $ 577,561 Digital revenues 190,024 169,746 Network revenues 66,592 61,626 Sponsorships and event revenues 35,724 32,021 Other revenues 35,000 33,718 Net revenues $ 911,703 $ 874,672 Three Months Ended 2022 2021 Revenue by Source (amounts in thousands) Spot revenues $ 204,742 $ 220,562 Digital revenues 62,685 61,378 Network revenues 23,663 23,453 Sponsorships and event revenues 13,760 12,093 Other revenues 12,119 11,957 Net revenues $ 316,969 $ 329,443 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Lease Cost Nine Months Ended 2022 2021 (amounts in thousands) Operating lease cost $ 37,957 $ 36,728 Variable lease cost 8,395 8,876 Total lease cost $ 46,352 $ 45,604 Three Months Ended Lease Cost 2022 2021 (amounts in thousands) Operating lease cost $ 12,605 $ 12,113 Variable lease cost 3,122 2,861 Total lease cost $ 15,727 $ 14,974 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, Description 2022 2021 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 41,072 $ 40,567 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 22,227 $ 14,898 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of 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, $ 2,251,546 $ 2,229,016 Acquisitions (See Note 2) — 23,233 Loss on impairment (159,089) — Assets held for sale (See Note 14) (4,380) (703) Ending period balance $ 2,088,077 $ 2,251,546 |
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, $ 1,062,723 $ 1,042,762 Accumulated loss on impairment as of January 1, (980,547) (980,547) Goodwill beginning balance after cumulative loss on impairment as of January 1, 82,176 62,215 Loss on impairment (18,126) — Acquisitions (See Note 2) — 20,099 Measurement period adjustments to acquired goodwill (See Note 2) (134) (138) Ending period balance $ 63,916 $ 82,176 |
Schedule of Assumptions and Estimates for Broadcasting Licenses Impairment Testing | The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments of each year. Estimates And Assumptions Third Quarter 2022 Fourth Quarter 2021 Discount rate 9.5 % 8.5 % Operating profit margin ranges for average stations in markets where the Company operates 19.6% to 32.9% 19.6% to 33.3% Forecasted growth rate (including long-term growth rate) range of the Company's markets 0.0% to 0.6% 0.0% to 0.6% |
Schedule of Assumptions and Estimates for Goodwill Impairment Testing | The following table reflects the estimates and assumptions used in the interim and annual goodwill impairment assessments of each year: Estimates And Assumptions Third Quarter 2022 Fourth Quarter 2021 Discount rate - podcast reporting unit 11.0 % 9.5% Discount rate - QLGG reporting unit 13.0 % 12.0% |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 24,946 $ 35,917 Accounts receivable credits 5,239 2,506 Advertiser obligations 5,664 2,504 Accrued interest payable 13,279 14,662 Unearned revenue 17,261 10,638 Unfavorable sports liabilities 885 4,492 Accrued benefits 7,232 6,894 Non-income tax liabilities 1,876 1,897 Other 4,062 4,620 Total other current liabilities $ 80,444 $ 84,130 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 165,000 $ 97,727 Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium 1,186 1,397 798,601 731,539 2027 Notes 6.500% notes due May 1, 2027 460,000 470,000 Plus unamortized premium 3,406 3,964 463,406 473,964 2029 Notes 6.750% notes due March 31, 2029 540,000 540,000 540,000 540,000 Accounts receivable facility 75,000 75,000 Other debt 782 764 Total debt before deferred financing costs 1,877,789 1,821,267 Current amount of long-term debt — (22,727) Deferred financing costs (excludes the revolving credit) (12,667) (16,409) Total long-term debt, net of current debt $ 1,865,122 $ 1,782,131 Outstanding standby letters of credit $ 6,069 $ 6,069 |
Schedule of Net Interest Expense | The components of net interest expense are as follows: Net Interest Expense Nine Months Ended 2022 2021 (amounts in thousands) Interest expense $ 73,119 $ 64,285 Amortization of deferred financing costs 3,832 3,580 Amortization of original issue premium of senior notes (768) (1,331) Interest income and other investment income (70) (50) Total net interest expense $ 76,113 $ 66,484 Net Interest Expense Three Months Ended 2022 2021 (amounts in thousands) Interest expense $ 27,076 $ 21,668 Amortization of deferred financing costs 1,293 1,342 Amortization of original issue premium of senior notes (256) (241) Interest income and other investment income — 2 Total net interest expense $ 28,113 $ 22,771 |
DERIVATIVE AND HEDGING ACTIVI_2
DERIVATIVE AND HEDGING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Derivatives | As of September 30, 2022, 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% Collar $ 220.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2023 $ 90.0 Total $ 220.0 |
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, 2022 and December 31, 2021: Accumulated Derivative Gain (Loss) Description September 30, December 31, (amounts in thousands) Accumulated derivative unrealized gain (loss) $ 2,909 $ (289) The following tables present the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the nine and three months ended September 30, 2022 and September 30, 2021: 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, 2022 2021 2022 2021 (amounts in thousands) $ 3,198 $ 929 $ 232 $ 912 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, 2022 2021 2022 2021 (amounts in thousands) $ 1,422 $ 170 $ — $ 263 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) 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 2022 2021 2022 2021 (amounts in thousands except per share data) Basic (Loss) Per Share Numerator Net loss $ (140,975) $ (4,761) $ (152,821) $ (24,982) Denominator Basic weighted average shares outstanding 139,361 135,894 139,246 135,857 Net loss per share - Basic $ (1.01) $ (0.04) $ (1.10) $ (0.18) Diluted (Loss) Per Share Numerator Net loss $ (140,975) $ (4,761) $ (152,821) $ (24,982) Denominator Basic weighted average shares outstanding 139,361 135,894 139,246 135,857 Effect of RSUs and options under the treasury stock method — — — — Diluted weighted average shares outstanding 139,361 135,894 139,246 135,857 Net loss per share - Diluted $ (1.01) $ (0.04) $ (1.10) $ (0.18) |
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 2022 2021 2022 2021 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 609 588 609 588 Price range of options: from $ 3.54 $ 4.88 $ 3.54 $ 4.88 Price range of options: to $ 13.98 $ 13.98 $ 13.98 $ 13.98 RSUs with service conditions 836 1,411 816 429 RSUs excluded with service and market conditions as market conditions not met 825 — 825 — Excluded shares as anti-dilutive when reporting a net loss 891 1,626 1,677 2,171 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Changes in RSUs | The following is a summary of the changes in RSUs under the Plan 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, 2021 7,342 RSUs awarded September 30, 2022 1,776 RSUs released September 30, 2022 (2,239) RSUs forfeited September 30, 2022 (274) RSUs outstanding as of: September 30, 2022 6,605 $ — 1.0 $ 2,594 RSUs vested and expected to vest as of: September 30, 2022 6,605 $ — 1.0 $ 2,594 RSUs exercisable (vested and deferred) as of: September 30, 2022 5 $ — 0.0 $ 2 Weighted average remaining recognition period in years 1.6 Unamortized compensation expense $ 5,921 |
Summary of Stock Options Exercised | The following table provides summary information related to the exercise of stock options: Nine Months Ended Option Exercise Data 2022 2021 (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 Plan: 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, 2021 609 $ 11.33 Options exercised September 30, 2022 — — Options outstanding as of: September 30, 2022 609 $ 11.33 2.1 $ — Options vested and expected to vest as of: September 30, 2022 609 $ 11.33 2.1 $ — Options vested and exercisable as of: September 30, 2022 609 $ 11.33 2.1 $ — Weighted average remaining recognition period in years 0.0 Unamortized compensation expense $ — |
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 $ 3.54 7.01 67 6.7 5.40 67 $ 5.40 $ 9.66 13.98 542 1.5 12.06 542 $ 12.06 $ 3.54 13.98 609 2.1 11.33 609 $ 11.33 |
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 2022 2021 (amounts in thousands) Station operating expenses $ 2,989 $ 3,054 Corporate general and administrative expenses 3,956 6,726 Stock-based compensation expense included in operating expenses 6,945 9,780 Income tax benefit (1) 1,404 2,219 After-tax stock-based compensation expense $ 5,541 $ 7,561 Three Months Ended 2022 2021 (amounts in thousands) Station operating expenses $ 828 $ 937 Corporate general and administrative expenses 24 3,491 Stock-based compensation expense included in operating expenses 852 4,428 Income tax benefit (1) 50 1,054 After-tax stock-based compensation expense $ 802 $ 3,374 (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, 2022 | |
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) Assets Interest Rate Cash Flow Hedge (3) $ 3,967 $ — $ 3,967 $ — $ — Liabilities Deferred compensation plan liabilities (1) $ 22,473 $ 18,157 $ — $ — $ 4,316 Contingent Consideration (4) $ 30 $ — $ — $ 30 $ — 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) $ 32,730 $ 26,839 $ — $ — $ 5,891 Interest Rate Cash Flow Hedge (3) $ 394 $ — $ 394 $ — $ — Contingent Consideration (4) $ 8,783 $ — $ — $ 8,783 $ — (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 at December 31, 2021 and other assets, net of accumulated amortization at September 30, 2022, 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 |
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) $ 632,415 $ 531,229 $ 632,415 $ 626,881 Revolver (2) $ 165,000 $ 165,000 $ 97,727 $ 97,727 2029 Notes (3) $ 540,000 $ 132,975 $ 540,000 $ 527,850 2027 Notes (3) $ 460,000 $ 116,150 $ 470,000 $ 460,600 Accounts receivable facility (4) $ 75,000 $ 75,000 Other debt (4) $ 782 $ 764 Letters of credit (4) $ 6,069 $ 6,069 The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company utilizes a Level 2 valuation input based upon the market trading price of the Term B-2 Loan to compute the fair value as the Term B-2 Loan is traded in the debt securities market. The fair value of the Term B-2 Loan 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 2029 Notes and 2027 Notes to compute the fair value as these 2029 Notes and 2027 Notes are traded in the debt securities market. The 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, 2022 | |
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, 2022 December 31, 2021 (amounts in thousands) Net property and equipment 3,919 330 Radio broadcasting licenses 4,380 703 Net assets held for sale $ 8,299 $ 1,033 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 $ 235 $ 351 Long-term Other long-term liabilities 1 92 Total $ 236 $ 443 |
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 2022 2021 (amounts in thousands) Number of shares purchased 400 39 Non-cash compensation expense recognized $ 58 $ 21 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Jul. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 0 | $ 75,000 | ||
Accounts receivable from securitization, maximum amount | $ 75,000 | |||
Accounts receivable, after allowance for credit loss | 266,245 | $ 276,044 | ||
Accounts receivable facility | ||||
Variable Interest Entity [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 75,000 | |||
Accounts receivable, after allowance for credit loss | 221,500 | |||
Carrying value of debt | $ 75,000 | $ 75,000 |
BUSINESS COMBINATIONS AND EXC_3
BUSINESS COMBINATIONS AND EXCHANGES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 20, 2021 | Apr. 20, 2021 | Mar. 09, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses | $ 5,040 | $ 15,297 | ||||||
Change in fair value of contingent consideration | $ 1,098 | $ 0 | 8,802 | $ 0 | ||||
Fair value of contingent consideration liability | 30 | 30 | $ 8,783 | |||||
2021 Wide Orbit Streaming | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses | $ 40,000 | |||||||
Intangible acquired | 39,532 | 39,532 | ||||||
2021 Wide Orbit Streaming | Developed Technology Rights | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible acquired | 31,500 | |||||||
2021 Wide Orbit Streaming | License | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible acquired | $ 8,000 | |||||||
2021 Urban One Exchange | ||||||||
Business Acquisition [Line Items] | ||||||||
Gain on disposition of business | $ 4,000 | |||||||
Podcorn | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses | $ 14,600 | |||||||
Intangible acquired | $ 2,545 | |||||||
Performance period | 2 years | |||||||
Contingent consideration, low | $ 0 | |||||||
Contingent consideration, high | 45,200 | |||||||
Change in fair value of contingent consideration | 8,800 | |||||||
Fair value of contingent consideration liability | $ 7,700 | $ 100 | $ 100 |
BUSINESS COMBINATIONS AND EXC_4
BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Wide Orbit Streaming (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 63,916 | $ 82,176 | $ 62,215 |
2021 Wide Orbit Streaming | |||
Business Acquisition [Line Items] | |||
Operating lease right-of-use assets | 142 | ||
Net property and equipment | 38 | ||
Other assets, net of accumulated amortization | 39,532 | ||
Goodwill | 386 | ||
Total assets | 39,918 | ||
Operating lease liabilities | (142) | ||
Deferred tax asset | 134 | ||
Preliminary fair value of net assets acquired | $ 40,090 |
BUSINESS COMBINATIONS AND EXC_5
BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Urban One Exchange (Details) - 2021 Urban One Exchange $ in Thousands | Apr. 20, 2021 USD ($) |
Business Acquisition [Line Items] | |
Net property and equipment | $ 2,254 |
Radio broadcasting licenses | 23,233 |
Total intangible assets | 23,233 |
Total assets | $ 25,487 |
BUSINESS COMBINATIONS AND EXC_6
BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Podcorn (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 09, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 63,916 | $ 82,176 | $ 62,215 | |
Podcorn | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 702 | |||
Prepaid expenses, deposits and other | 18 | |||
Other assets, net of accumulated amortization | 2,545 | |||
Goodwill | 19,637 | |||
Deferred tax asset | 72 | |||
Net working capital | 63 | |||
Preliminary fair value of net assets acquired | $ 23,037 |
BUSINESS COMBINATIONS AND EXC_7
BUSINESS COMBINATIONS AND EXCHANGES - Pro Forma Summary of Financials (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Net revenues | $ 316,969 | $ 330,242 | $ 911,703 | $ 878,275 |
Net loss | $ (140,975) | $ (6,573) | $ (152,821) | $ (30,252) |
Net loss per common share - basic (in dollars per share) | $ (1.01) | $ (0.05) | $ (1.10) | $ (0.22) |
Net loss per common share - diluted (in dollars per share) | $ (1.01) | $ (0.05) | $ (1.10) | $ (0.22) |
Weighted shares outstanding basic (in shares) | 139,361,261 | 135,893,823 | 139,246,393 | 135,857,127 |
Weighted shares outstanding diluted (in shares) | 139,361,261 | 135,893,823 | 139,246,393 | 135,857,127 |
RESTRUCTURING CHARGES - Restruc
RESTRUCTURING CHARGES - Restructuring charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 4,216 | $ 2,300 | $ 6,118 | $ 4,219 |
Workforce reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 3,649 | 2,263 | 5,300 | 4,131 |
Other restructuring costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 567 | $ 37 | $ 818 | $ 88 |
RESTRUCTURING CHARGES - Accrued
RESTRUCTURING CHARGES - Accrued Restructuring (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring charges, beginning balance | $ 2,623 | $ 2,988 |
Additions | 6,118 | 5,671 |
Payments | (5,152) | (6,036) |
Restructuring charges, ending balance | 3,589 | 2,623 |
Restructuring Reserve | 3,589 | 2,623 |
Restructuring charges - noncurrent portion | (110) | 0 |
Restructuring charges - current portion | $ 3,479 | $ 2,623 |
REVENUE - Contract Balance (Det
REVENUE - Contract Balance (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenues [Abstract] | ||
Receivables not generated from contracts with customers | $ 1,400 | $ 2,800 |
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts | 264,840 | 273,217 |
Unearned revenue - current | 17,261 | 10,638 |
Unearned revenue - noncurrent | $ 420 | $ 474 |
REVENUE - Changes in Contract B
REVENUE - Changes in Contract Balances (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Contract With Customer, Liability [Roll Forward] | |
Beginning balance | $ 11,112 |
Revenue recognized during the period that was included in the beginning balance of contract liabilities | (11,112) |
Additions, net of revenue recognized during period | 17,681 |
Ending balance | $ 17,681 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 316,969 | $ 329,443 | $ 911,703 | $ 874,672 |
Spot revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 204,742 | 220,562 | 584,363 | 577,561 |
Digital revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 62,685 | 61,378 | 190,024 | 169,746 |
Network revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 23,663 | 23,453 | 66,592 | 61,626 |
Sponsorships and event revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 13,760 | 12,093 | 35,724 | 32,021 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 12,119 | $ 11,957 | $ 35,000 | $ 33,718 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 12,605 | $ 12,113 | $ 37,957 | $ 36,728 |
Variable lease cost | 3,122 | 2,861 | 8,395 | 8,876 |
Total lease cost | $ 15,727 | $ 14,974 | $ 46,352 | $ 45,604 |
LEASES - Supplemental Informati
LEASES - Supplemental Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for amounts included in measurement of lease liabilities - Operating cash flows from operating leases | $ 41,072 | $ 40,567 |
Right-of-use assets obtained in exchange for lease obligations - Operating leases | $ 22,227 | $ 14,898 |
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, 2022 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Broadcasting licenses balance as of January 1, | $ 2,251,546 | $ 2,229,016 |
Acquisitions | 0 | 23,233 |
Loss on impairment | (159,089) | 0 |
Assets held for sale | (4,380) | (703) |
Ending period balance | $ 2,088,077 | $ 2,251,546 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||||
Goodwill balance before cumulative loss on impairment as of January 1, | $ 1,062,723 | $ 1,042,762 | |||
Accumulated loss on impairment as of January 1, | (980,547) | $ (980,547) | |||
Goodwill beginning balance after cumulative loss on impairment as of January 1, | $ 82,176 | $ 82,176 | 62,215 | ||
Loss on impairment | $ (18,100) | $ 0 | (18,126) | ||
Acquisitions | 0 | 20,099 | |||
Measurement period adjustments to acquired goodwill | (134) | (138) | |||
Ending period balance | $ 63,916 | $ 63,916 | $ 82,176 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Impairment charge | $ 159,089,000 | $ 0 | |||
Goodwill, impairment loss | $ 18,100,000 | $ 0 | $ 18,126,000 | ||
Broadcast Reporting Unit | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Income model years | 10 years | ||||
Podcasting Reporting Unit | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill, impairment loss | $ 0 | ||||
QLGG Reporting Unit | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill, impairment loss | 0 | ||||
Podcast and QLGG Reporting Unit | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Income model years | 5 years | ||||
Licensing Agreements | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Impairment charge | 159,100,000 | $ 0 | |||
Impairment charge on licenses, net of tax | $ 116,700,000 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Assumption of Impairment (Details) | 3 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
License | ||
Estimates And Assumptions Used For Impairment Test [Line Items] | ||
Discount rate | 9.50% | 8.50% |
License | Minimum | ||
Estimates And Assumptions Used For Impairment Test [Line Items] | ||
Operating profit margin ranges for average stations in markets where the Company operates | 19.60% | 19.60% |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | 0% | 0% |
License | Maximum | ||
Estimates And Assumptions Used For Impairment Test [Line Items] | ||
Operating profit margin ranges for average stations in markets where the Company operates | 32.90% | 33.30% |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | 0.60% | 0.60% |
Goodwill | Podcasting Reporting Unit | ||
Estimates And Assumptions Used For Impairment Test [Line Items] | ||
Discount rate | 11% | 9.50% |
Goodwill | QLGG Reporting Unit | ||
Estimates And Assumptions Used For Impairment Test [Line Items] | ||
Discount rate | 13% | 12% |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 24,946 | $ 35,917 |
Accounts receivable credits | 5,239 | 2,506 |
Advertiser obligations | 5,664 | 2,504 |
Accrued interest payable | 13,279 | 14,662 |
Unearned revenue | 17,261 | 10,638 |
Unfavorable sports liabilities | 885 | 4,492 |
Accrued benefits | 7,232 | 6,894 |
Non-income tax liabilities | 1,876 | 1,897 |
Other | 4,062 | 4,620 |
Total other current liabilities | $ 80,444 | $ 84,130 |
LONG-TERM DEBT - Long Term Debt
LONG-TERM DEBT - Long Term Debt (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Total debt before deferred financing costs | $ 1,877,789,000 | $ 1,821,267,000 | |
Current amount of long-term debt | 0 | (22,727,000) | |
Deferred financing costs (excludes the revolving credit) | (12,667,000) | (16,409,000) | |
Total long-term debt, net of current debt | 1,865,122,000 | 1,782,131,000 | |
Outstanding standby letters of credit | 6,069,000 | 6,069,000 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Plus unamortized premium | 1,186,000 | 1,397,000 | |
Total debt before deferred financing costs | 798,601,000 | 731,539,000 | |
Credit Facility | Revolver | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 165,000,000 | 97,727,000 | |
Credit Facility | Term B-2 Loan, due November 17, 2024 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 632,415,000 | 632,415,000 | |
Senior Notes | 6.500% notes due May 1, 2027 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 460,000,000 | 470,000,000 | |
Plus unamortized premium | 3,406,000 | 3,964,000 | |
Total debt before deferred financing costs | $ 463,406,000 | 473,964,000 | |
Debt instrument, stated percentage (percent) | 6.50% | ||
Senior Notes | 6.750% notes due March 31, 2029 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | $ 540,000,000 | 540,000,000 | |
Total debt before deferred financing costs | $ 540,000,000 | 540,000,000 | |
Debt instrument, stated percentage (percent) | 6.75% | 6.75% | |
Accounts receivable facility | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | $ 75,000,000 | 75,000,000 | |
Other debt | |||
Debt Instrument [Line Items] | |||
Total debt before deferred financing costs | $ 782,000 | $ 764,000 |
LONG-TERM DEBT - Senior Debt an
LONG-TERM DEBT - Senior Debt and Credit Facility (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 20, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 3.8 | 3.8 | ||||||
Refinancing expenses | $ 0 | $ 0 | $ 0 | $ 473,000 | ||||
Senior Secured Second-Lien Notes Due 2027 - Additional Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes issued | $ 45,000,000 | |||||||
Interest rate on notes | 6.50% | |||||||
Debt issuance price, percentage of principal (percent) | 100.75% | |||||||
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 | $ 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 | |||||||
Senior Notes | 6.500% notes due May 1, 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchase amount | $ 10,000,000 | $ 10,000,000 | ||||||
Gain on repurchase | 600,000 | |||||||
Carrying value of debt | $ 460,000,000 | $ 470,000,000 | $ 460,000,000 | |||||
Debt instrument, stated percentage (percent) | 6.50% | 6.50% | ||||||
Senior Notes | 6.750% notes due March 31, 2029 | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying value of debt | $ 540,000,000 | $ 540,000,000 | $ 540,000,000 | |||||
Debt instrument, stated percentage (percent) | 6.75% | 6.75% | 6.75% | |||||
Term Loan | Term B-2 Loan, due November 17, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 77,000,000 | |||||||
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) $ in Thousands | 9 Months Ended | |||
Jul. 15, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 0 | $ 75,000 | ||
Consolidated leverage ratio | 3.8 | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Consolidated leverage ratio | 4 | |||
Accounts receivable facility | ||||
Debt Instrument [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 75,000 | |||
Minimum tangible net worth covenant | $ 300,000 | |||
Minimum liquidity covenant | 75,000 | |||
Carrying value of debt | $ 75,000 | $ 75,000 |
LONG-TERM DEBT - Senior Unsecur
LONG-TERM DEBT - Senior Unsecured Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 17, 2017 | |
Debt Instrument [Line Items] | ||||||
Amortization of prepayment premium | $ 256 | $ 241 | $ 768 | $ 1,331 | ||
Term B-2 Loan, due November 17, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Wrote off of deferred debt issuance cost | $ 1,300 | |||||
Unsecured Debt | 7.25% senior unsecured notes, due November 1, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, stated percentage (percent) | 7.25% | |||||
Debt instrument, face amount | $ 400,000 | |||||
Amortization of prepayment premium | 14,500 | |||||
Write-off of unamortized premium | 8,700 | |||||
Wrote off of deferred debt issuance cost | $ 1,000 |
LONG-TERM DEBT - Net Interest E
LONG-TERM DEBT - Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 27,076 | $ 21,668 | $ 73,119 | $ 64,285 |
Amortization of deferred financing costs | 1,293 | 1,342 | 3,832 | 3,580 |
Amortization of original issue premium of senior notes | (256) | (241) | (768) | (1,331) |
Interest income and other investment income | 0 | 2 | (70) | (50) |
Total net interest expense | $ 28,113 | $ 22,771 | $ 76,113 | $ 66,484 |
DERIVATIVE AND HEDGING ACTIVI_3
DERIVATIVE AND HEDGING ACTIVITIES - Cash Flow Hedge (Details) - Designated as Hedging Instrument $ in Millions | Sep. 30, 2022 USD ($) |
Derivative [Line Items] | |
Notional Amount | $ 220 |
Collar | |
Derivative [Line Items] | |
Notional Amount | 220 |
Collar, Decrease Date June 28, 2022 | |
Derivative [Line Items] | |
Amount After Decrease | |
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, 2022 USD ($) | |
Collar | |
Derivative [Line Items] | |
Gain (loss) on derivatives | $ 3.2 |
Tax benefit on loss from derivatives | 1.2 |
Total Return Swap | Not Designated as Hedging Instrument | |
Derivative [Line Items] | |
Derivative, notional amount | 22.8 |
Benefit recorded as a result of change in fair value | 5.8 |
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 | 1.9 |
Total Return Swap | Not Designated as Hedging Instrument | Station operating expenses | |
Derivative [Line Items] | |
Benefit recorded as a result of change in fair value | 3.9 |
Assets | |
Derivative [Line Items] | |
Derivative liability, fair value, gross asset | $ 4 |
DERIVATIVE AND HEDGING ACTIVI_5
DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Derivative Gain Loss (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Accumulated derivative unrealized gain (loss) | $ 2,909 | $ (289) |
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, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||
Net Change in Accumulated Derivative Unrealized Gain (Loss) | $ 1,422 | $ 553 | $ 1,223 | $ 170 | $ 206 | $ 553 | $ 3,198 | $ 929 |
Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations | $ 0 | $ 263 | $ 232 | $ 912 |
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, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||||||
Net loss | $ (140,975) | $ (773) | $ (11,073) | $ (4,761) | $ 1,426 | $ (21,648) | $ (152,821) | $ (24,982) |
Denominator | ||||||||
Basic weighted average shares outstanding (in shares) | 139,361,261 | 135,893,823 | 139,246,393 | 135,857,127 | ||||
Net loss per share - Basic (in dollars per share) | $ (1.01) | $ (0.04) | $ (1.10) | $ (0.18) | ||||
Numerator | ||||||||
Net loss | $ (140,975) | $ (773) | $ (11,073) | $ (4,761) | $ 1,426 | $ (21,648) | $ (152,821) | $ (24,982) |
Denominator | ||||||||
Basic weighted average shares outstanding (in shares) | 139,361,261 | 135,893,823 | 139,246,393 | 135,857,127 | ||||
Effect of RSUs and options under the treasury stock method (in shares) | 0 | 0 | 0 | 0 | ||||
Diluted weighted average shares outstanding (in shares) | 139,361,261 | 135,893,823 | 139,246,393 | 135,857,127 | ||||
Net loss per share - Diluted (in dollars per share) | $ (1.01) | $ (0.04) | $ (1.10) | $ (0.18) |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss (in shares) | 891 | 1,626 | 1,677 | 2,171 |
Price range of options: from (in dollars per share) | $ 3.54 | |||
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 (in shares) | 836 | 1,411 | 816 | 429 |
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 (in shares) | 609 | 588 | 609 | 588 |
Price range of options: from (in dollars per share) | $ 3.54 | $ 4.88 | $ 3.54 | $ 4.88 |
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 (in shares) | 825 | 0 | 825 | 0 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock Units (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Weighted Average Remaining Contractual Term (Years) | |
Weighted average remaining contractual terms, vested and deferred | 0 years |
RSUs | |
Number of Restricted Stock Units | |
Beginning of period balance (in shares) | 7,342 |
Number of RSUs granted (in shares) | 1,776 |
Number of RSUs released (in shares) | (2,239) |
Number of RSUs forfeited (in shares) | (274) |
End of period balance (in shares) | 6,605 |
RSUs vested and expected to vest (in shares) | 6,605 |
RSUs exercisable (vested and deferred) (in shares) | 5 |
Weighted average remaining recognition period in years | 1 year 7 months 6 days |
Unamortized compensation expense | $ | $ 5,921 |
Weighted Average Purchase Price | |
Outstanding 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 |
Weighted average remaining contractual terms, vested and expected to vest | 1 year |
Weighted average remaining contractual terms, vested and deferred | 0 years |
Intrinsic Value | |
Aggregate intrinsic value | $ | $ 2,594 |
Aggregate intrinsic value, vested and expected to vest | $ | 2,594 |
Aggregate intrinsic value, vested and deferred | $ | $ 2 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Option Exercise Data (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Intrinsic value of options exercised | $ 0 | $ 497 |
Tax benefit from options exercised | 0 | 133 |
Cash received from exercise price of options exercised | $ 0 | $ 45 |
SHARE-BASED COMPENSATION - Op_2
SHARE-BASED COMPENSATION - Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Number of Options | |
Options beginning (in shares) | shares | 609 |
Options exercised (in shares) | shares | 0 |
Options ending (in shares) | shares | 609 |
Options vested and expected to vest (in shares) | shares | 609 |
Options vested and exercisable (in shares) | shares | 609 |
Weighted average remaining recognition period in years | 0 years |
Unamortized compensation expense | $ | $ 0 |
Weighted Average Exercise Price | |
Weighted average exercise price - beginning (in dollars per shares) | $ / shares | $ 11.33 |
Weighted average exercise price - exercised (in dollars per shares) | $ / shares | 0 |
Weighted average exercise price - ending (in dollars per shares) | $ / shares | 11.33 |
Weighted average exercise price - vested and expected (in dollars per shares) | $ / shares | 11.33 |
Weighted average exercise price - vested and exercisable (in dollars per shares) | $ / shares | $ 11.33 |
Weighted Average Remaining Contractual Term (Years) | |
Weighted average remaining contractual life, outstanding | 2 years 1 month 6 days |
Weighted average remaining contractual life, vested and expected to vest | 2 years 1 month 6 days |
Weighted average remaining contractual life, vested and exercisable | 2 years 1 month 6 days |
Intrinsic Value | |
Intrinsic value, outstanding | $ | $ 0 |
Intrinsic value, vested and expected to vest | $ | 0 |
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, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of options: from (in dollars per share) | $ 3.54 | |
Price range of options: to (in dollars per share) | $ 13.98 | |
Options outstanding number (in shares) | 609 | 609 |
Options outstanding, weighted average remaining contractual term | 2 years 1 month 6 days | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 11.33 | $ 11.33 |
Options, vested and expected to vest, exercisable, number (in shares) | 609 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 11.33 | |
Exercise Prices One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of options: from (in dollars per share) | 3.54 | |
Price range of options: to (in dollars per share) | $ 7.01 | |
Options outstanding number (in shares) | 67 | |
Options outstanding, weighted average remaining contractual term | 6 years 8 months 12 days | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 5.40 | |
Options, vested and expected to vest, exercisable, number (in shares) | 67 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 5.40 | |
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 | |
Options outstanding number (in shares) | 542 | |
Options outstanding, weighted average remaining contractual term | 1 year 6 months | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 12.06 | |
Options, vested and expected to vest, exercisable, number (in shares) | 542 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | $ 852 | $ 4,428 | $ 6,945 | $ 9,780 |
Income tax benefit | 50 | 1,054 | 1,404 | 2,219 |
After-tax stock-based compensation expense | 802 | 3,374 | 5,541 | 7,561 |
Station operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | 828 | 937 | 2,989 | 3,054 |
Corporate general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | $ 24 | $ 3,491 | $ 3,956 | $ 6,726 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | |
Income Tax Examination [Line Items] | |||||
Effective income, percent | 21.70% | 173.50% | 22% | 20.70% | |
CARES Act | |||||
Income Tax Examination [Line Items] | |||||
Income tax refund claim | $ 5.5 | $ 5.5 | $ 15.2 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 09, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Liabilities | ||||||
Contingent Consideration | $ 30 | $ 30 | $ 8,783 | |||
Change in fair value of contingent consideration | 1,098 | $ 0 | 8,802 | $ 0 | ||
Podcorn | ||||||
Liabilities | ||||||
Contingent Consideration | $ 7,700 | $ 100 | 100 | |||
Performance period | 2 years | |||||
Change in fair value of contingent consideration | $ 8,800 | |||||
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | Podcorn | ||||||
Liabilities | ||||||
Discount rate (percent) | 0.105 | 0.110 | 0.110 | |||
Assets | ||||||
Assets | ||||||
Interest Rate Cash Flow Hedge | $ 3,967 | $ 3,967 | ||||
Liabilities | ||||||
Liabilities | ||||||
Deferred compensation plan liabilities | 22,473 | 22,473 | 32,730 | |||
Interest Rate Cash Flow Hedge | 394 | |||||
Quoted prices in active markets Level 1 | ||||||
Liabilities | ||||||
Contingent Consideration | 0 | 0 | 0 | |||
Quoted prices in active markets Level 1 | Assets | ||||||
Assets | ||||||
Interest Rate Cash Flow Hedge | 0 | 0 | ||||
Quoted prices in active markets Level 1 | Liabilities | ||||||
Liabilities | ||||||
Deferred compensation plan liabilities | 18,157 | 18,157 | 26,839 | |||
Interest Rate Cash Flow Hedge | 0 | |||||
Significant other observable inputs Level 2 | ||||||
Liabilities | ||||||
Contingent Consideration | 0 | 0 | 0 | |||
Significant other observable inputs Level 2 | Assets | ||||||
Assets | ||||||
Interest Rate Cash Flow Hedge | 3,967 | 3,967 | ||||
Significant other observable inputs Level 2 | Liabilities | ||||||
Liabilities | ||||||
Deferred compensation plan liabilities | 0 | 0 | 0 | |||
Interest Rate Cash Flow Hedge | 394 | |||||
Significant unobservable inputs Level 3 | ||||||
Liabilities | ||||||
Contingent Consideration | 30 | 30 | 8,783 | |||
Significant unobservable inputs Level 3 | Assets | ||||||
Assets | ||||||
Interest Rate Cash Flow Hedge | 0 | 0 | ||||
Significant unobservable inputs Level 3 | Liabilities | ||||||
Liabilities | ||||||
Deferred compensation plan liabilities | 0 | 0 | 0 | |||
Interest Rate Cash Flow Hedge | 0 | |||||
Fair Value Measured at Net Asset Value | ||||||
Liabilities | ||||||
Contingent Consideration | 0 | 0 | 0 | |||
Fair Value Measured at Net Asset Value | Assets | ||||||
Assets | ||||||
Interest Rate Cash Flow Hedge | 0 | 0 | ||||
Fair Value Measured at Net Asset Value | Liabilities | ||||||
Liabilities | ||||||
Deferred compensation plan liabilities | $ 4,316 | $ 4,316 | 5,891 | |||
Interest Rate Cash Flow Hedge | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Term B Loans | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 632,415 | $ 632,415 |
Term B Loans | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 531,229 | 626,881 |
Revolver | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 165,000 | 97,727 |
Revolver | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 165,000 | 97,727 |
2029 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 540,000 | 540,000 |
2029 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 132,975 | 527,850 |
2027 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 460,000 | 470,000 |
2027 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 116,150 | 460,600 |
Accounts receivable facility | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 75,000 | 75,000 |
Other debt | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 782 | 764 |
Letters of credit | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 6,069 | $ 6,069 |
ASSETS HELD FOR SALE - Narrativ
ASSETS HELD FOR SALE - Narrative (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations $ in Thousands | 3 Months Ended | |||||
Apr. 20, 2021 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) station | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal of asset, consideration | $ 8,299 | $ 1,033 | ||||
Gain (loss) on sale | $ 4,000 | |||||
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 | |||||
Land And Land Improvements And Equipment | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal of asset, consideration | $ 500 | |||||
Gain (loss) on sale | 4,600 | |||||
Land And Equipment, Sacramento CA | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal of asset, consideration | $ 1,000 | |||||
Gain (loss) on sale | $ (500) | |||||
Land And Equipment, Houston Texas | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal of asset, consideration | $ 4,200 | |||||
Gain (loss) on sale | 10,600 | |||||
Land And Equipment, Las Vegas Nevada | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Disposal of asset, consideration | $ 8,300 | |||||
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 | station | 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 | station | 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 | station | 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 | station | 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, 2022 | Dec. 31, 2021 |
Long Lived Assets Held-for-sale [Line Items] | ||
Net property and equipment | $ 3,919 | $ 330 |
Radio broadcasting licenses | 4,380 | 703 |
Net assets held for sale | $ 8,299 | $ 1,033 |
SHAREHOLDERS' EQUITY - Dividend
SHAREHOLDERS' EQUITY - Dividend Equivalent Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Short-term | $ 235 | $ 351 |
Long-term | 1 | 92 |
Total | $ 236 | $ 443 |
SHAREHOLDERS' EQUITY - Employee
SHAREHOLDERS' EQUITY - Employee Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||
Non-cash compensation expense recognized | $ 852 | $ 4,428 | $ 6,945 | $ 9,780 |
Employee Stock Purchase Plan | ||||
Class of Stock [Line Items] | ||||
Number of shares purchased (in shares) | 400 | 39 | ||
Non-cash compensation expense recognized | $ 58 | $ 21 |
SHAREHOLDERS' EQUITY - Share Re
SHAREHOLDERS' EQUITY - Share Repurchase Program (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Stockholders' Equity Note [Abstract] | |
Common stock repurchased (in shares) | shares | 0 |
Available for future share repurchases | $ | $ 41.6 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 02, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||||
Net gain on sale or disposal | $ 10,665 | $ 4 | $ 13,228 | $ 3,731 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 40,000 | ||||
Net gain on sale or disposal | $ 35,300 |