Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001067837 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,594,717 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 134,839 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS: | ||
Cash, cash equivalents and restricted cash | $ 105,963 | $ 72,994 |
Accounts receivable, net of allowance of $7,849 in 2024 and $6,845 in 2023 | 226,000 | 258,088 |
Prepaid expenses, deposits and other | 79,483 | 70,537 |
Total current assets | 411,446 | 401,619 |
Property and equipment, net | 279,359 | 284,681 |
Software, net | 122,918 | 129,128 |
Operating lease right-of-use assets | 195,984 | 202,010 |
Radio broadcasting licenses | 794,771 | 794,771 |
Goodwill | 63,915 | 63,915 |
Assets held for sale | 0 | 1,544 |
Other assets | 24,070 | 22,772 |
TOTAL ASSETS | 1,892,463 | 1,900,440 |
LIABILITIES: | ||
Accounts payable | 6,214 | 21,742 |
Accrued expenses | 69,793 | 73,519 |
Other current liabilities | 46,934 | 131,031 |
Operating lease liabilities | 39,206 | 37,631 |
Short-term borrowing | 32,000 | 0 |
Long-term debt, current portion | 0 | 1,924,023 |
Total current liabilities | 194,147 | 2,187,946 |
Long-term debt | 75,000 | 0 |
Operating lease liabilities, net of current portion | 188,448 | 201,802 |
Net deferred tax liabilities | 97,452 | 101,937 |
Other long-term liabilities | 21,930 | 23,508 |
Liabilities subject to compromise | 1,931,787 | 0 |
CONTINGENCIES AND COMMITMENTS (Note 18) | ||
SHAREHOLDERS' DEFICIT: | ||
Additional paid-in capital | 1,682,771 | 1,682,467 |
Accumulated deficit | (2,299,122) | (2,297,270) |
Accumulated other comprehensive income | 0 | 0 |
Total shareholders' deficit | (616,301) | (614,753) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 1,892,463 | 1,900,440 |
Common Class A | ||
SHAREHOLDERS' DEFICIT: | ||
Common stock | 49 | 49 |
Common Class B | ||
SHAREHOLDERS' DEFICIT: | ||
Common stock | 1 | 1 |
Common Class C | ||
SHAREHOLDERS' DEFICIT: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Allowance for credit loss | $ 7,849 | $ 6,845 |
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 issued (in shares) | 4,859,759 | 4,867,170 |
Common stock shares outstanding (in shares) | 4,859,759 | 4,867,170 |
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 issued (in shares) | 134,839 | 134,839 |
Common stock shares outstanding (in shares) | 134,839 | 134,839 |
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 issued (in shares) | 0 | 0 |
Common stock shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Statement [Abstract] | |||
NET REVENUES | $ 261,806 | $ 259,635 | |
OPERATING EXPENSE: | |||
Station operating expenses | 232,492 | 233,927 | |
Depreciation and amortization expense | 21,910 | 17,442 | |
Corporate general and administrative expenses | 22,947 | 25,298 | |
Restructuring charges | 442 | 2,421 | $ 14,975 |
Impairment loss | 156 | 5,050 | |
Net gain on sale or disposal of assets | (15,804) | (12,404) | |
Other expenses | 88 | 110 | |
TOTAL OPERATING EXPENSES | 262,231 | 271,844 | |
OPERATING LOSS | (425) | (12,209) | |
Interest expense, net | 5,366 | 32,381 | |
Reorganization items, net | 26,035 | 0 | |
Other income | (25,489) | 0 | |
LOSS BEFORE INCOME TAXES | (6,337) | (44,590) | |
INCOME TAX BENEFIT | (4,485) | (8,689) | |
NET LOSS | $ (1,852) | $ (35,901) | |
NET LOSS PER SHARE - BASIC (in dollars per share) | $ (0.39) | $ (7.63) | |
NET LOSS PER SHARE - DILUTED (in dollars per share) | $ (0.39) | $ (7.63) | |
WEIGHTED AVERAGE SHARES: | |||
Basic (in shares) | 4,729,597 | 4,703,819 | |
Diluted (in shares) | 4,729,597 | 4,703,819 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
NET LOSS | $ (1,852) | $ (35,901) |
OTHER COMPREHENSIVE LOSS, NET OF TAXES: | ||
Net unrealized loss on derivatives, net of taxes (benefit) | 0 | (840) |
COMPREHENSIVE LOSS | $ (1,852) | $ (36,741) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Class A | Common Class B | 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, 2022 | 4,705,328 | 134,839 | ||||||
Beginning balance at Dec. 31, 2022 | $ 520,619 | $ 47 | $ 1 | $ 1,678,247 | $ (1,160,618) | $ 2,942 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (35,901) | (35,901) | ||||||
Compensation expense related to granting of stock awards (in shares) | 195,724 | |||||||
Compensation expense related to granting of stock awards | 1,949 | $ 2 | 1,947 | |||||
Purchase of vested employee restricted stock units (in shares) | (27,072) | |||||||
Purchase of vested employee restricted stock units | (127) | (127) | ||||||
Payment of dividends on common stock | (60) | (60) | ||||||
Dividend equivalents, net of forfeitures | 22 | 22 | ||||||
Net unrealized gain (loss) on derivatives | (840) | (840) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 4,873,980 | 134,839 | ||||||
Ending balance at Mar. 31, 2023 | 485,662 | $ 49 | $ 1 | 1,680,007 | (1,196,497) | 2,102 | ||
Beginning balance (in shares) at Dec. 31, 2023 | 4,867,170 | 134,839 | 4,867,170 | 134,839 | ||||
Beginning balance at Dec. 31, 2023 | (614,753) | $ 49 | $ 1 | 1,682,467 | (2,297,270) | 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (1,852) | (1,852) | ||||||
Compensation expense related to granting of stock awards | 304 | 304 | ||||||
Purchase of vested employee restricted stock units (in shares) | (7,411) | |||||||
Purchase of vested employee restricted stock units | 0 | |||||||
Net unrealized gain (loss) on derivatives | 0 | |||||||
Ending balance (in shares) at Mar. 31, 2024 | 4,859,759 | 134,839 | 4,859,759 | 134,839 | ||||
Ending balance at Mar. 31, 2024 | $ (616,301) | $ 49 | $ 1 | $ 1,682,771 | $ (2,299,122) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (1,852) | $ (35,901) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,910 | 17,442 |
Net amortization of deferred financing costs (net of original issue discount and debt premium) | 210 | 1,008 |
Net deferred tax benefit | (4,485) | (8,442) |
Provision for bad debts | 1,156 | 471 |
Net gain on sale or disposal | (15,804) | (12,404) |
Gain on sale of investments | (25,489) | 0 |
Non-cash stock-based compensation expense | 304 | 1,949 |
Deferred compensation loss (gain) | 748 | 292 |
Impairment losses | 156 | 5,050 |
Non-cash reorganization items, net | 4,300 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 30,932 | 40,454 |
Prepaid expenses and deposits | (10,252) | (17,974) |
Other assets | 57 | (370) |
Accounts payable and accrued liabilities | (27,288) | (6,963) |
Accrued interest expense | 2,566 | (1,660) |
Operating leases | (3,360) | (1,801) |
Other long-term liabilities | (2,326) | (3,773) |
Net cash used in operating activities | (28,517) | (22,622) |
INVESTING ACTIVITIES: | ||
Additions to property and equipment | (2,110) | (7,195) |
Proceeds from sale of property, equipment, intangibles and other assets | 14,395 | 16,866 |
Additions to software | (4,839) | (6,423) |
Proceeds from sale of investment | 25,489 | 0 |
Net cash provided by investing activities | 32,935 | 3,248 |
FINANCING ACTIVITIES: | ||
Borrowing under the DIP Facility | 32,000 | 0 |
Payments of long-term debt | 0 | (10) |
Payment for debt issuance costs associated with short-term borrowing | (2,081) | 0 |
Payment for debt issuance costs associated with long-term-debt | (1,368) | 0 |
Purchase of vested employee restricted stock units | 0 | (127) |
Payment of dividends on common stock | 0 | (60) |
Net cash provided by (used in) financing activities | 28,551 | (197) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 32,969 | (19,571) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 72,994 | 103,344 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD | 105,963 | 83,773 |
Cash paid (received) during the period for: | ||
Interest | 2,589 | 32,692 |
Income taxes | 144 | 239 |
Reorganization items, net | $ 11,417 | $ 0 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT POLICIES Audacy, Inc. was formed as a Pennsylvania corporation in 1968. Its Class A common stock currently trades Over The Counter (the "OTC Pink") under the ticker symbol "AUDAQ". 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 U.S. 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 Quarterly Report on 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, 2023, and filed with the SEC on March 22, 2024, as part of the Company’s Annual Report on Form 10-K (the "2023 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 Company's 2023 Annual Report except for the application of Accounting Standard Codification (“ASC”) Topic 852 – Reorganization that was implemented during the first quarter of 2024 in conjunction with the bankruptcy proceedings. Current Bankruptcy Proceedings On February 20, 2024, the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) entered an order confirming a joint prepackaged plan of reorganization (as may be amended, the “Plan”) and a related disclosure statement (as may be amended, the “Disclosure Statement”) in connection with the voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") previously filed by the Company and certain of its direct and indirect subsidiaries (together with the Company, the “Debtors”) on January 7, 2024 (the “Petition Date”). The Chapter 11 Cases are being administered under the caption In re: Audacy, Inc., et. al, Case No. 24-90004 (CML). Audacy Receivables, LLC did not file voluntary petitions for reorganization under the Bankruptcy Code and is not a Debtor in the Chapter 11 Cases. The Plan was supported by a Restructuring Support Agreement (the “Restructuring Support Agreement”) with a supermajority of the Debtors' first lien and second lien debtholders (the “Consenting Lenders”), under which the Consenting Lenders agreed to, among other things, vote in favor of the Plan. Those holders of claims entitled to vote on the Plan who cast ballots unanimously voted in favor of the Plan. Specifically, 100% of voting holders of first lien claims (representing approximately 89.6% of the outstanding principal amount of Audacy’s first lien loans) voted in favor of the Plan, and 100% of voting holders of second lien notes claims (representing approximately 85.1% of the outstanding principal amount of Audacy’s second lien notes) voted in favor of the Plan. The Plan contemplates the implementation of a comprehensive debt restructuring (the “Restructuring”) that will equitize approximately $1.6 billion of the Debtors’ funded debt, a reduction of approximately 80% from approximately $1.9 billion to approximately $350 million. Pursuant to the Plan, among other things: • The Company's existing equity will be extinguished, without value, and be of no further force or effect; • Holders of claims under the Prepetition Debt Instruments (as defined below), including those who provided debtor-in-possession financing during the Chapter 11 Cases and elected to have their debtor-in-possession financing loans convert to loans under the exit credit facility, are expected to receive 100% of the new equity issued in the Company, as reorganized pursuant to and under the Plan ("Reorganized Audacy") in the form of new Class A common stock, new Class B common stock and/or special warrants (subject to dilution from issuances under a management incentive plan and the New Second Lien Warrants (as defined below)) as follows: ◦ holders of debtor-in-possession claims that elected to have their debtor-in-possession financing loans convert to loans under the exit credit facility will receive their pro rata share of 10% of such new equity; ◦ holders of first lien claims will receive their pro rata share of 75% of such new equity; and ◦ holders of second lien claims will receive their pro rata share of (i) 15% of such new equity and (ii) the new second lien warrants exercisable within four years on a "cash" or "cashless" basis for 17.5% of the new equity on a fully diluted basis at an equity value of $771.0 million (the "New Second Lien Warrants"). • Holders of general unsecured claims, which may include the Company’s employees, on-air talent, landlords, vendors, and customers, will be unimpaired and will be paid in the ordinary course of business. The Plan’s effectiveness is subject to certain conditions, including the receipt of approval from the Federal Communications Commission (the “FCC”) for the emergence of the Debtors from Chapter 11 protection and their expected ownership. The Company currently anticipates the Plan will become effective and it will emerge from Chapter 11 by the end of the third quarter of 2024. The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code (the "Bankruptcy Code") and orders of the Bankruptcy Court. In general, as debtors-in-possession, the Company is authorized to conduct its business activities in the ordinary course. The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ respective obligations under their debt instruments other than the accounts receivable facility (collectively, the “Prepetition Debt Instruments”). Due to the Chapter 11 Cases, however, the prepetition debtholders’ ability to exercise remedies under the Prepetition Debt Instruments was stayed as of the Petition Date, and continues to be stayed. Information filed with the Bankruptcy Court in connection with the Restructuring is also accessible on the website of the Company's claims and noticing agent at https://dm.epiq11.com/Audacy. Such information is not part of this Quarterly Report on Form 10-Q or any other report the Company files with, or furnishes to, the SEC. See “Management’s Discussion and Analysis and Financial Condition and Results of Operations” in Part I, Item 2, for additional information about the Plan and the Chapter 11 Cases. In connection with the Chapter 11 filing, the Company has applied ASC 852 in preparing the consolidated financial statements. ASC 852 requires the distinction between transactions and events that are directly related to the reorganization from ongoing operations of the business and separately presents liabilities that are subject to compromise during the bankruptcy proceedings. Debtor-In-Possession The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code (the "Bankruptcy Code"). The Bankruptcy Court has approved motions filed by the Debtors that were designed primarily to mitigate the impact of the Chapter 11 Cases on the Company’s operations, customers and employees. In general, as debtors-in-possession under the Bankruptcy Code, the Debtors are authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day motions and approvals, the Bankruptcy Court authorized the Debtors to conduct their business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing the Debtors to: (i) pay employees’ wages and related obligations (ii) continue to operate their cash management system in a form substantially similar to prepetition practice (iii) obtain postpetition financing and continue receivables securitization on a postpetition basis; (iv) continue to honor certain obligations related to programming, sales & marketing, copyright intermediaries; (v) continue to maintain certain customer programs; (vi) pay taxes in the ordinary course; (vii) continue payment for utility services; and (viii) maintain their insurance program in the ordinary course. Automatic Stay Subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ respective obligations under their debt instruments other than the accounts receivable facility (collectively, the “Prepetition Debt Instruments”). Due to the Chapter 11 Cases, however, the prepetition debtholders’ ability to exercise remedies under the Prepetition Debt Instruments was stayed as of the Petition Date, and continues to be stayed. Financial Statement Classification of Liabilities Subject to Compromise The accompanying Consolidated Balance Sheet as of March 31, 2024 includes amounts classified as liabilities subject to compromise, which represent liabilities the Company anticipates will be allowed as claims in the Chapter 11 Cases. These amounts represent the Debtors’ current estimate of known obligations to be resolved in connection with the Chapter 11 Cases, and may differ from actual future settlement amounts paid. The Company will continue to evaluate these liabilities throughout the Chapter 11 process and adjust amounts as necessary. Such adjustments may be material. See Note 9, Liabilities Subject to Compromise. Reorganization Items, Net The Debtors have incurred and will continue to incur significant income statement charges associated with the reorganization, primarily related to professional fees and the write-off of unamortized debt issuance costs and debt premiums in connection with measuring liabilities subject to compromise at estimated allowed claims value. In accordance with applicable guidance, income statement charges incremental and directly related to the bankruptcy proceedings have been recorded as Reorganization items, net within the Company's accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2024. See Note 10, Reorganization items, net . Going Concern In accordance with ASC 205-40, Going Concern, the Company continues to critically review its liquidity and anticipated capital requirements, including for service of the Company's debt, post-emergence from Chapter 11 protection, in light of the significant uncertainty created by the Chapter 11 Cases and the current macroeconomic conditions, to determine whether these conditions and events, when considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within twelve months after the date that the accompanying condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingent upon the Company’s ability to successfully implement the Plan, among other factors. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. As discussed above, the Plan was confirmed on February 20, 2024. The Plan could materially change the amounts and classifications of assets and liabilities reported in the condensed consolidated financial statements. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Chapter 11 Cases. As a result of the Company's financial condition, the defaults under the Company's debt agreements, and the risks and uncertainties surrounding the Company's ability or the timing to consummate the Plan, substantial doubt exists that the Company will be able to continue as a going concern. Refer to Note 8, Debt, "Management's Discussion And Analysis Of Financial Condition And Results Of Operations” in Part I, Item 2, and “Risk Factors” in Part II, Item 1A, 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 that might have a material impact on the Company’s financial position, results of operations or cash flows. Restricted Cash The following table presents cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of amounts reported in the condensed consolidated statements of cash flows. Cash, Cash Equivalents and Restricted Cash March 31, December 31, (amounts in thousands) Cash and cash equivalents $ 101,891 $ 69,694 Restricted cash (1) 4,072 3,300 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 105,963 $ 72,994 (1) Restricted cash consists of cash held in a bank in connection with the Company's corporate credit card program and the adequate assurance deposit for utility payments as required by the Bankruptcy Court. |
DISPOSITIONS
DISPOSITIONS | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS | DISPOSITIONS 2024 Dispositions During the first quarter of 2024, the Company completed the sales of land, building and equipment located in Boston, Massachusetts for aggregate proceeds of $14.4 million. The Company recognized net gains on the sales, net of commissions and other expenses, of $12.9 million on these sales. On January 31, 2024, the Company entered into a settlement agreement (the “Settlement Agreement”) with Broadcast Music, Inc. (“BMI”) and Otis Parent, Inc. (“Otis”) relating to the Company's ownership of certain shares of BMI common stock and certain license fees owed by the Company to BMI. The Bankruptcy Court approved the Settlement Agreement on February 6, 2024. As provided in the Settlement Agreement, the Company submitted lost security affidavits to BMI, and BMI reissued new stock certificates to the Company representing certain of the Company's shares in BMI. The Company submitted the reissued stock certificates to BMI’s paying agent in connection with BMI’s sale to and merger with New Mountain Capital, L.L.C., an affiliate of Otis, and received $25.5 million in merger consideration for the shares during the first quarter of 2024. 2023 Dispositions During the first quarter of 2023, the Company completed the sale of tower assets for $16.9 million. The Company recognized a gain on the sale, net of commissions and other expenses, of $12.4 million. 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. 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. During the first quarter of 2024, the Company completed the sales of land, building and equipment located in Boston, Massachusetts for aggregate proceeds of $14.4 million. The Company recognized net gains on the sales, net of commissions and other expenses, of $12.9 million on these sales. The major categories of these assets held for sale are as follows as of the dates indicated: Assets Held for Sale March 31, 2024 December 31, 2023 (amounts in thousands) Property and equipment, net $ — $ 1,544 Net assets held for sale $ — $ 1,544 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES Restructuring Charges The following table presents the components of restructuring charges. Three Months Ended March 31, Restructuring Charges 2024 2023 (amounts in thousands) Costs to exit duplicative and loss-making contracts $ (437) $ 395 Workforce reduction 876 1,860 Other restructuring costs 3 166 Total restructuring charges $ 442 $ 2,421 Restructuring Plan During the first quarter of 2023, the Company initiated a restructuring plan to help mitigate the adverse impact that the current macroeconomic conditions were having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the current macroeconomic conditions. As such, this is an ongoing restructuring program. The restructuring plan primarily included workforce reduction charges that consists of one-time termination benefits and the related costs to mitigate the adverse impacts of the current macroeconomic conditions, which includes exiting duplicative and loss-making contracts. The estimated amount of unpaid restructuring charges as of March 31, 2024 includes amounts in accrued expenses that are expected to be paid in less than one year. Restructuring Charges Outstanding Three Months Ended March 31, 2024 Twelve Months Ended December 31, 2023 (amounts in thousands) Restructuring charges, beginning balance $ 2,652 $ 2,750 Additions 442 14,975 Payments/Settlements (1,909) (15,073) Restructuring charges unpaid and outstanding 1,185 2,652 Restructuring charges - noncurrent portion — — Restructuring charges - current portion $ 1,185 $ 2,652 |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
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, 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 studios, the Company also provides embedded 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. The Company also operates a digital agency business that serves local and national advertisers. The Company's offerings span all facets of digital advertising, with a suite of products that can fit nearly every advertiser's needs, helping them generate strong returns from their digital campaigns. Advertisers can buy across the Company's broadcast platform, owned digital assets like streaming and podcasting, and third-party digital offerings like search, social, email and video. Through its podcast studios, 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' names, logos, product information, slogans 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 $1.2 million and $1.6 million as of March 31, 2024 and December 31, 2023, respectively. Accounts Receivable - Contract Balances March 31, December 31, (amounts in thousands) Receivables, net, included in Accounts receivable net of allowance for doubtful accounts $ 224,767 $ 256,466 Unearned revenue - current 13,439 10,990 Unearned revenue - noncurrent 1,086 1,257 Changes in Contract Balances The timing of revenue recognition, billings and cash collections results in accounts receivable (billed or unbilled), and customer advances and deposits (unearned revenue) on the Company’s condensed consolidated balance sheet. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. 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 sheet 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: Unearned Contract Revenue Three Months Ended (amounts in thousands) Beginning balance on January 1, 2024 $ 12,247 Revenue recognized during the period that was included in the beginning balance of contract liabilities (1,780) Additions, net of revenue recognized during period 4,058 Ending balance $ 14,525 Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended Revenue by Source 2024 2023 (amounts in thousands) Spot revenues $ 153,580 $ 159,309 Digital revenues 62,748 56,925 Network revenues 21,947 19,868 Sponsorships and event revenues 13,343 12,444 Other revenues 10,188 11,089 Net revenues $ 261,806 $ 259,635 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, Lease Cost 2024 2023 (amounts in thousands) Operating lease cost $ 11,828 $ 12,304 Variable lease cost 3,826 2,850 Short-term lease cost 5 — Non-cash impairment of ROU Assets and other costs related to impairment of leases 156 5,050 Total lease cost $ 15,815 $ 20,204 During the three months ended March 31, 2024, the Company paid $3.6 million to terminate or amend leases in San Francisco, Atlanta, Providence and Denver, and recorded a net gain of $3.0 million. Supplemental Lease Information Supplemental information related to leases was as follows: Three Months Ended March 31, Other information related to leases 2024 2023 (dollars in thousands) Supplemental cash flow information: Cash paid for amounts included in measurement of lease liabilities $ 13,429 $ 13,469 Lease liabilities arising from obtaining right-of-use assets $ 3,358 $ 16,476 Other supplementary information: Weighted-average remaining lease term - operating leases 6.34 years 6.67 years Weighted-average discount rate - operating leases 5.13 % 4.86 % |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2024 | |
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, Dispositions, and Note 16, Assets Held for Sale, for additional information. Broadcast Licenses Carrying Amount March 31, December 31, (amounts in thousands) Broadcasting licenses balance as of January 1, $ 794,771 $ 2,089,226 Disposition of radio stations (See Note 2) — (4,956) Loss on impairment — (1,289,499) Ending period balance $ 794,771 $ 794,771 The following table presents the changes in goodwill. Refer to Note 2, Dispositions, for additional information. Goodwill Carrying Amount March 31, December 31, (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,062,588 $ 1,062,588 Accumulated loss on impairment as of January 1, (998,673) (998,673) Ending period balance (1) $ 63,915 $ 63,915 (1) Our goodwill carrying amount as of March 31, 2024 is limited to the goodwill acquired in the 2019 acquisitions of Cadence13 and Pineapple Street and the 2021 acquisition of Podcorn totaling approximately $64.0 million allocated to the podcast reporting unit. At December 1, 2023, our annual impairment date, the podcast reporting unit fair value approximated its carrying value, as such, no impairment was needed. Broadcasting Licenses Impairment Test The Company performs its broadcasting license impairment test by using the Greenfield method at the market level. 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 broadcasting licenses are assessed for recoverability at the market level. 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. 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. The Company evaluates whether the facts and circumstances and available information resulted in the need for an interim impairment assessment for its FCC broadcasting licenses. During each of the first quarters of 2024 and 2023, the Company determined that there were no events or changes in circumstances since the previous annual impairment assessment conducted that indicated an interim review of broadcasting licenses was required. The Company will continue to evaluate the impacts of the current macroeconomic conditions on its business, including the impacts of overall economic conditions. 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. Goodwill Impairment Test The Company uses an income approach in computing the fair value of the Company's Goodwill. This approach utilizes a discounted cash flow approach by projecting the Company's income over a specified time and capitalizing at an appropriate market rate to arrive at an indication of the most probable selling price. Potential impairment is identified by comparing the fair value of the 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 projection for the reporting unit includes 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. During the first quarters of 2024 and 2023, the Company evaluated whether the facts and circumstances and available information resulted in the need for an interim impairment assessment for goodwill, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was not warranted and accordingly, no impairment was recorded. The Company will continue to evaluate the impacts of the current macroeconomic conditions on its business, including the impacts of overall economic conditions. 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. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, December 31, (amounts in thousands) Accrued interest payable $ — $ 76,680 Accrued compensation 13,219 22,918 Unearned revenue 13,439 10,990 Advertiser obligations 6,427 5,601 Accounts receivable credits 3,224 2,875 Other 10,625 11,967 Total other current liabilities $ 46,934 $ 131,031 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt was comprised of the following as of the periods indicated: Debt March 31, December 31, (amounts in thousands) Short-term borrowing: DIP Facility (1) $ 32,000 $ — Long-term debt, current: (2) Old Credit Facility Old Revolver, matures August 19, 2024 220,126 220,126 Old Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium — 836 852,541 853,377 Old 2027 Notes 6.500% notes due May 1, 2027 460,000 460,000 Plus unamortized premium — 2,477 460,000 462,477 Old 2029 Notes 6.750% notes due March 31, 2029 540,000 540,000 Accounts receivable facility, as amended, matures January 9, 2026 75,000 75,000 Total debt before deferred financing costs 1,959,541 1,930,854 Deferred financing costs — (6,831) Total debt, prior to reclassification to Liabilities subject to compromise 1,959,541 1,924,023 Less amounts reclassified to Liabilities subject to compromise (1,852,541) — Less amount reclassified to Short-term borrowing (32,000) — Total Long-term debt, net $ 75,000 $ 1,924,023 Outstanding standby letters of credit $ — $ — (1) The scheduled maturity of the DIP Facility will be the earlier of (i) 180-days following the entry of the order entered by the Bankruptcy Court on February 20, 2024 confirming the Plan (the "Confirmation Order") while regulatory approval is pending, (ii) the effective date of the Plan, and (iii) the time determined by an acceleration as a result of an event of default. The Company exercised the 180-day extension option on February 23, 2024. (2) As of December 31, 2023, the Company had $1.9 billion of consolidated debt. The filing of the Chapter 11 Cases on January 7, 2024 constituted an event of default with respect to the Company's existing debt obligations other than its old accounts receivable facility, which accounted for $75.0 million of the Company's consolidated debt. As a result of the filing of the Chapter 11 Cases, all of such debt of the Debtors (which excludes the accounts receivable facility) became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all other prepetition obligations of the Debtors are subject to settlement under the Plan which was confirmed by the Bankruptcy Court on February 20, 2024. (A) Prepetition Debt (Historical) The filing of the Chapter 11 Cases constituted an event of default and the Prepetition Debt Instruments (other than the Old Receivables Facility (as defined below)), became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases, and continues to be stayed. As such, during the three months ended March 31, 2024, the Company reclassified the balance of the Prepetition Debt Instruments (other than the Old Receivables Facility) to Liabilities Subject to Compromise on the balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information. The Old Credit Facility As of March 31, 2023, the Company's old credit facility, as amended (the "Old Credit Facility"), which was comprised of a $227.3 million revolver with an original stated maturity date of August 19, 2024 (the "Old Revolver"), and a $632.4 million term loan with a stated maturity date of November 17, 2024 (the "Old Term B-2 Loan"). As of March 31, 2024, the Company reclassified the balance of the Old Credit Facility to Liabilities Subject to Compromise on the balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information. The Old 2027 Notes In 2019 and 2021, the Company and its finance subsidiary, Audacy Capital Corp. ("Audacy Capital Corp.") issued $425.0 million and an additional $45.0 million, respectively, in aggregate principal amount of 6.500% senior secured second-lien notes due May 1, 2027 (the "Old 2027 Notes"). During 2022, the Company repurchased $10.0 million of the Old 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the Old 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the Old 2027 Notes is reflected on the balance sheet as an addition to the Old 2027 Notes. Interest on the Old 2027 Notes accrued at the rate of 6.500% per annum and was payable semi-annually in arrears on May 1 and November 1 of each year. As of March 31, 2024, the Company reclassified the balance of the Old 2027 Notes to Liabilities Subject to Compromise on the condensed consolidated balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information. The Old 2029 Notes In 2021, the Company and Audacy Capital Corp., issued $540.0 million in aggregate principal amount of senior secured second-lien notes due March 31, 2029 (the "Old 2029 Notes"). Interest on the Old 2029 Notes accrues at the rate of 6.750% per annum and was payable semi-annually in arrears on March 31 and September 30 of each year. As of March 31, 2024, the Company reclassified the balance of the Old 2029 Notes to Liabilities Subject to Compromise on the condensed consolidated balance sheet and wrote off the associated unamortized debt costs to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information. Old Receivable Facility On July 15, 2021, the Company and certain of its subsidiaries, including Audacy Receivables, LLC, a Delaware limited liability company and the Company's wholly-owned subsidiary ("Audacy Receivables") entered into the $75.0 million receivables facility (the "Old Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Old Credit Facility. 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 Old Receivables Facility was set to expire on July 15, 2024. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current, respectively, on the Company's condensed consolidated balance sheet. On January 9, 2024, the Company amended its Old Receivables Facility (as described below in the section entitled —New Receivables Facility). (B) Postpetition Debt (Pendency of Chapter 11 Cases) Debtors-in-Possession Facility On January 9, 2024, Audacy Capital Corp. and certain of its subsidiaries entered into a debtor-in-possession facility (the “DIP Facility”) pursuant to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the lenders party thereto (collectively, the “TL DIP Lenders”). The entry into the DIP Credit Agreement was approved by an order of the Bankruptcy Court. Principal Amount. The DIP Credit Agreement provides for a $32.0 million term loan facility, to be used for general corporate purposes, maintenance of minimum operational liquidity, payment of administrative expenses and other operating expenses while in bankruptcy. Interest and Fees. The DIP Facility accumulates interest at a rate of one-month term SOFR plus an applicable margin of 6.00%, subject to an Alternative Reference Rates Committee (“ARRC”) credit spread adjustment of 0.11448%. Additional fees and expenses under the DIP Facility include (i) a 3.00% backstop premium, (ii) a 2.00% upfront commitment fee and (iii) a 15.00% redemption premium payable in certain circumstances as outlined in the DIP Credit Agreement. Borrowings under the DIP Facility are senior secured obligations of the Debtors, secured by priming first-priority liens on the Collateral (as defined in the DIP Credit Agreement). Covenants. The DIP Credit Agreement has various customary covenants, as well as covenants mandating compliance by the Loan Parties (as defined in the DIP Credit Agreement) with a budget, variance testing and reporting requirements, among others. Maturity. The scheduled maturity of the DIP Facility will be the earlier of (i) 180-days following the entry of the Confirmation Order (which occurred on February 20, 2024) while regulatory approval is pending, (ii) the effective date of the Plan, and (iii) the time determined by an acceleration as a result of an event of default. The Company exercised the 180-day extension option on February 23, 2024. The DIP Credit Agreement includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain debt, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the DIP Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under the DIP Credit Agreement and all actions permitted to be taken under the loan documents or applicable law, subject to the terms of the final order of the Bankruptcy Court approving the entry into the DIP Credit Agreement. As of March 31, 2024, the Company has borrowed the entirety of the $32.0 million of available loans under the DIP Facility. On the effective date of the Plan, the Company expects to convert certain outstanding amounts owing under the DIP Credit Agreement, as well as certain other prepetition obligations, into loans under the anticipated credit facility upon emergence from Chapter 11 protection in accordance with the terms of the Plan. See our 2023 Annual Report, Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt." During the three months ended March 31, 2024, the Company recorded the DIP Facility to Short-term borrowing and expensed $2.5 million of financing fees in connection with the DIP Facility to Reorganization items, net on the condensed consolidated statement of operations. Refer to Note 10, Reorganization items, net for further information. New Receivables Facility On January 9, 2024, the Company amended the Old Receivables Facility agreements to, among other things, increase the available financing limit from $75.0 million to $100.0 million, extend the facility revolving period termination date from July 15, 2024 to January 9, 2026, and remove the financial covenants for the period of the Chapter 11 Cases (the “New Receivables Facility”). The New Receivables Facility was approved by an order of the Bankruptcy Court. The terms of the New Receivables Facility are substantially similar to the terms of the Old Receivables Facility, subject to certain amendments relating to the Chapter 11 Cases. This New Receivables Facility is recorded in Long Term Debt in our condensed consolidated balance sheet. Audacy Receivables, which is the seller under the New Receivables Facility is considered an 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 Company continues to use the New Receivables Facility to provide day-to-day operating liquidity during the Chapter 11 Cases and to enable it to continue its business operations in the ordinary course. As of March 31, 2024, the SPV has $213.2 million of net accounts receivable and $75.0 million of outstanding principal investments under the New Receivables Facility. The revolving period under the New Receivables Facility expires on January 9, 2026. The New Receivables Facility will remain effective through the new amended maturity date, unless on the effective date of the plan, certain specified exit conditions, including certain amendments, are not satisfied. The Company expects to fulfill the exit conditions of the New Receivables Facility and to keep the New Receivables Facility in place following the effective date of the Plan. See our 2023 Annual Report, Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt." As of March 31, 2024, the Company was compliant with the New Receivables Facility and related financial covenants, in all material respects. Liquidity As of March 31, 2024, total liquidity was $126.9 million and consisted of cash and cash equivalents of $101.9 million (excluding restricted cash of $4.1 million) and remaining availability under the New Receivables Facility of $25.0 million. (C) Net Interest Expense In connection with the Debtor’s voluntary filing under Chapter 11, interest was stayed on the Company’s Old Credit Facility, Old 2027 Notes and Old 2029 Notes. Therefore, the Company did not accrue interest expense for the period from January 8 through March 31, 2024 of approximately $31.6 million. The components of net interest expense are as follows: Three Months Ended March 31, Net Interest Expense 2024 2023 (amounts in thousands) Interest expense $ 5,156 $ 31,372 Amortization of deferred financing costs 210 1,265 Amortization of original issue premium of Senior Notes — (256) Total net interest expense $ 5,366 $ 32,381 |
LIABILITIES SUBJECT TO COMPROMI
LIABILITIES SUBJECT TO COMPROMISE | 3 Months Ended |
Mar. 31, 2024 | |
Reorganizations [Abstract] | |
LIABILITIES SUBJECT TO COMPROMISE | LIABILITIES SUBJECT TO COMPROMISE As discussed in Note 1, Basis of Presentation, since the Petition Date, the Company has been operating as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. On the accompanying condensed consolidated balance sheets, Liabilities Subject to Compromise reflects the expected amount of the prepetition claims that are not expected to be repaid at the full claim amount based on the Company's confirmed Plan. Liabilities Subject to Compromise at March 31, 2024 consisted of the following: Liabilities Subject to Compromise March 31, (amounts in thousands) Debt subject to compromise Old Revolver, matures August 19, 2024 $ 220,126 Old Term B-2 Loan, due November 17, 2024 632,415 Old 2027 Notes 460,000 Old 2029 Notes 540,000 Accrued interest on debt subject to compromise 79,246 Total liabilities subject to compromise $ 1,931,787 The Company will continue to evaluate the amount and classification of its pre-petition liabilities. Any additional liabilities that are subject to compromise will be recognized accordingly, and the aggregate amount of Liabilities Subject to Compromise may change, including after the effective date of the Plan. |
REORGANIZATION ITEMS, NET
REORGANIZATION ITEMS, NET | 3 Months Ended |
Mar. 31, 2024 | |
Reorganizations [Abstract] | |
REORGANIZATION ITEMS, NET | REORGANIZATION ITEMS, NET Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2024 and were as follows: Three Months Ended March 31, Reorganization Items, Net 2024 (amounts in thousands) Write-off of deferred debt issuance costs and unamortized premium $ 4,300 Debt issuance costs associated with short-term borrowing 2,508 Professional fees 19,227 Reorganization items, net $ 26,035 Professional fees included in Reorganization items, net represent fees for post-petition expenses related to the Chapter 11 Cases. Write-off of deferred debt issuance costs, write-off of deferred financing costs, and write-off of unamortized fair market value adjustment are included in Reorganization items, net. |
CONDENSED COMBINED DEBTOR-IN-PO
CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Reorganizations [Abstract] | |
CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION | CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION The financial statements below represent the condensed combined financial statements of the Debtors. The results of the Company's non-debtor entity, Audacy Receivables, are not included in these condensed combined financial statements. Intercompany transactions among the Debtors have been eliminated in the condensed combined Debtors' financial statements. Intercompany transactions between the Debtors and Audacy Receivables have not been eliminated in the Debtors' financial statements. The Debtors' transfer of trade receivables to Audacy Receivables and receipt of receivable collections, net of collection costs are reflected as capital contributions and distributions through Investment in affiliates. The Debtors also earn a fee for servicing the contributed receivables from Audacy Receivables, and unpaid servicing fees are reflected in the Due from affiliates balance. The Debtor's loss on sale of receivables and income related to its servicing of receivables are reflected as Other income and expense with affiliates. The results of operations of the Debtors may not represent the actual results if operating on a stand-alone basis. Debtors Balance Sheet (amounts in thousands) (unaudited) March 31, December 31, ASSETS: Cash $ 96,546 $ 59,989 Accounts receivable, net of allowance for doubtful accounts 13,384 13,918 Prepaid expenses, deposits and other 77,830 70,537 Due from affiliates 140 178 Total current assets 187,900 144,622 Investment in affiliates 145,252 184,868 Net property and equipment 279,359 284,681 Operating lease right-of-use assets 195,984 202,010 Radio broadcasting licenses 794,771 794,771 Goodwill 63,915 63,915 Assets held for sale — 1,544 Software, net 122,918 129,128 Other assets, net of accumulated amortization 24,070 22,772 TOTAL ASSETS $ 1,814,169 $ 1,828,311 LIABILITIES: Accounts payable $ 6,214 $ 21,742 Accrued expenses 69,237 73,040 Other current liabilities 46,934 131,031 Operating lease liabilities 39,206 37,631 Short-term borrowing 32,000 Long-term debt, current portion — 1,849,518 Total current liabilities 193,591 2,112,962 Long-term debt — — Operating lease liabilities, net of current portion 188,448 201,802 Deferred tax liabilities 97,452 101,937 Other long-term liabilities 21,930 23,508 Liabilities subject to compromise 1,931,787 — SHAREHOLDERS' DEFICIT: Equity (deficit) (619,039) (611,898) Total shareholders' deficit (619,039) (611,898) TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 1,814,169 $ 1,828,311 Debtors' Statement of Operations (amounts in thousands) (unaudited) Three Months Ended March 31, 2024 2023 NET REVENUES $ 261,806 $ 259,635 OPERATING EXPENSE: Station operating expenses 232,492 233,927 Depreciation and amortization expense 21,910 17,442 Corporate general and administrative expenses 22,947 25,298 Restructuring charges 442 2,421 Impairment loss 156 5,050 Net gain on sale or disposal of assets (15,804) (12,404) Other expenses 88 110 TOTAL OPERATING EXPENSES 262,231 271,844 OPERATING LOSS (425) (12,209) Interest expense, net 3,500 30,889 Reorganization items. net 26,035 — Other (income) expense (20,885) 3,894 LOSS BEFORE INCOME TAXES (9,075) (46,992) INCOME TAX BENEFIT (4,485) (8,689) NET LOSS $ (4,590) $ (38,303) Debtors' Statement of Cash Flows (amounts in thousands) (unaudited) Three Months Ended March 31, 2024 2023 OPERATING ACTIVITIES: Net cash used in operating activities $ (63,057) $ (65,624) INVESTING ACTIVITIES: Additions to property and equipment (2,110) (7,195) Proceeds from sale of property, equipment, intangibles and other assets 14,395 16,866 Additions to software (4,839) (6,423) Proceeds from sale of investment 25,489 — Net cash provided by investing activities 32,935 3,248 FINANCING ACTIVITIES: Borrowing DIP Facility 32,000 — Payments of long-term debt — (10) Payment for debt issuance costs associated with short-term borrowing (2,081) — Purchase of vested employee restricted stock units — (127) Payment of dividend equivalents on vested restricted stock units — (60) Net distributions from investment in affiliates 36,760 50,322 Net cash provided by financing activities 66,679 50,125 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 36,557 (12,251) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR 59,989 88,989 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 96,546 $ 76,738 |
DERIVATIVE AND HEDGING ACTIVITI
DERIVATIVE AND HEDGING ACTIVITIES | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the Company had no derivative instruments qualifying for hedge accounting treatment. As of March 31, 2023, the Company had the following derivative instruments which qualified as a cash flow hedge that qualified for hedge accounting treatment. The Company settled this transaction in November 2023 which was earlier than its original expiration date of June 28, 2024. After exiting the position, the Company had no derivative instruments qualifying for hedge accounting treatment. The following table presents the derivative that was outstanding as of March 31, 2023. Type Notional Effective Collar Fixed Expiration (amounts Cap 2.75% Collar (1) $ 220.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Total $ 220.0 (1) The notional amount of this derivative decreased to $90.0 million in June 2023 and the Company settled the transaction in November 2023. For the three months ended March 31, 2023, the Company recorded the net change in the fair value of this derivative as a loss of $0.8 million (net of tax benefit of $0.3 million as of March 31, 2023) 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 March 31, 2023, the fair value of this derivative was an asset of $2.1 million, and was recorded in Other assets. The following table presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2023: 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 Three Months Ended March 31, 2023 2023 (amounts in thousands) $ (840) $ — Undesignated Derivatives The Company was 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 paid floating rate, based on the SOFR, on the notional amount of the TRS. The TRS was 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. The Company did not designate the TRS as an accounting hedge. Rather, the Company recorded 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. The contract term of the TRS expired April 2023 and was not renewed. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE The following tables present the computations of basic and diluted net loss per share from continuing operations: Three Months Ended Net Loss per Common Share 2024 2023 (amounts in thousands, except per share data) Basic Loss Per Share Numerator: Net loss $ (1,852) $ (35,901) Denominator: Basic weighted average shares outstanding 4,730 4,704 Net loss per share - Basic $ (0.39) $ (7.63) Diluted Loss Per Share Numerator: Net loss $ (1,852) $ (35,901) Denominator: Basic weighted average shares outstanding 4,730 4,704 Effect of RSUs and options under the treasury stock method (1) — — Diluted weighted average shares outstanding 4,730 4,704 Net loss per share - Diluted $ (0.39) $ (7.63) (1) The Company had net losses used to calculate earnings per share for the three months ended March 31, 2024 and 2023. Therefore, the effects of common share equivalents are excluded from the calculation of diluted loss per share for that period because they would be anti-dilutive. The Company excluded 241 and 277 anti-dilutive shares from diluted EPS at March 31, 2024 and 2023, respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Tax Rate for the three months ended March 31, 2024 The Company recognized an income tax benefit at an effective income tax rate of 70.8% for the three months ended March 31, 2024. The effective income tax rate was impacted by state and local income taxes, the tax effect of bankruptcy-related fees, and certain statutory non-deductible items. Tax Rate for the three months ended March 31, 2023 The Company recognized an income tax benefit at an effective income tax rate of 19.5% for the three months ended March 31, 2023, which was determined using a forecasted rate based upon projected taxable income for the full year. Pending IRS refund claim The Company was able to carryback its 2020 federal income tax to its 2018 tax year and filed a refund claim with the IRS for a total of $5.5 million. 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Description Balance at March 31, Quoted prices Significant Significant Measured at Net Asset Value as a Practical Expedient (1) (amounts in thousands) Liabilities Deferred compensation plan liabilities (2) $ 19,630 $ 19,630 $ — $ — $ — Contingent Consideration (3) $ 31 $ — $ — $ 31 $ — Fair Value Measurements At December 31, 2023 Description Balance at December 31, Quoted prices Significant Significant Measured at (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) (2) $ 21,045 $ 16,923 $ — $ — $ 4,122 Contingent Consideration (3) $ 31 $ — $ — $ 31 $ — (1) 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. (2) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. (3) 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. 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 March 31, 2024, 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. During the three months ended March 31, 2023, the Company recorded a $5.1 million impairment related to abandoned studio space in San Francisco and abandoned office space in Houston. As a result, the Company wrote off the ROU asset carrying value of each space. There were no other 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 during the three months ended March 31, 2023. 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: March 31, December 31, Financial Instrument Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) DIP Facility (1) $ 32,000 n/a n/a n/a Old Term B-2 Loans (2) $ 632,415 $ 372,749 $ 632,415 $ 309,747 Old Revolver (3) $ 220,126 $ 220,126 $ 220,126 $ 220,126 Old 2029 Notes (4) $ 540,000 $ 19,238 $ 540,000 $ 10,125 Old 2027 Notes (4) $ 460,000 $ 16,388 $ 460,000 $ 8,625 Accounts receivable facility, as amended (1) $ 75,000 n/a $ 75,000 n/a The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company does not believe it is practicable to estimate the fair value of the DIP Facility, the Old Receivables Facility and the New Receivables Facility. (2) The Company utilizes a Level 2 valuation input based upon the market trading price of the Old Term B-2 Loan to compute the fair value as the Old Term B-2 Loan is traded in the debt securities market. The fair value of the Old Term B-2 Loan is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (3) The fair value of the Old Revolver was considered to approximate the carrying value as the interest payments are based on SOFR rates that reset periodically. The Old Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (4) The Company utilizes a Level 2 valuation input based upon the market trading prices of the Old 2029 Notes and Old 2027 Notes to compute the fair value as these Old 2029 Notes and Old 2027 Notes are traded in the debt securities market. The Old 2029 Notes and Old 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE | DISPOSITIONS 2024 Dispositions During the first quarter of 2024, the Company completed the sales of land, building and equipment located in Boston, Massachusetts for aggregate proceeds of $14.4 million. The Company recognized net gains on the sales, net of commissions and other expenses, of $12.9 million on these sales. On January 31, 2024, the Company entered into a settlement agreement (the “Settlement Agreement”) with Broadcast Music, Inc. (“BMI”) and Otis Parent, Inc. (“Otis”) relating to the Company's ownership of certain shares of BMI common stock and certain license fees owed by the Company to BMI. The Bankruptcy Court approved the Settlement Agreement on February 6, 2024. As provided in the Settlement Agreement, the Company submitted lost security affidavits to BMI, and BMI reissued new stock certificates to the Company representing certain of the Company's shares in BMI. The Company submitted the reissued stock certificates to BMI’s paying agent in connection with BMI’s sale to and merger with New Mountain Capital, L.L.C., an affiliate of Otis, and received $25.5 million in merger consideration for the shares during the first quarter of 2024. 2023 Dispositions During the first quarter of 2023, the Company completed the sale of tower assets for $16.9 million. The Company recognized a gain on the sale, net of commissions and other expenses, of $12.4 million. 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. 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. During the first quarter of 2024, the Company completed the sales of land, building and equipment located in Boston, Massachusetts for aggregate proceeds of $14.4 million. The Company recognized net gains on the sales, net of commissions and other expenses, of $12.9 million on these sales. The major categories of these assets held for sale are as follows as of the dates indicated: Assets Held for Sale March 31, 2024 December 31, 2023 (amounts in thousands) Property and equipment, net $ — $ 1,544 Net assets held for sale $ — $ 1,544 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ DEFICIT | SHAREHOLDERS’ DEFICIT Dividend Equivalents The following table presents the amounts accrued and unpaid dividend equivalents on unvested RSUs as of the dates indicated: Dividend Equivalent Liabilities Balance Sheet Location March 31, December 31, (amounts in thousands) Short-term Other current liabilities $ 1 $ 1 Long-term Other long-term liabilities 19 19 Total $ 20 $ 20 Employee Stock Purchase Plan The Company temporarily suspended the ESPP effective January 1, 2023. As such, no shares were purchased and no non-cash compensation expense was recognized in connection with the ESPP in three months ended March 31, 2024 and 2023. Share Repurchase Program |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | CONTINGENCIES AND COMMITMENTS Contingencies The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the 2023 Annual Report. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 U.S. 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 Quarterly Report on 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, 2023, and filed with the SEC on March 22, 2024, as part of the Company’s Annual Report on Form 10-K (the "2023 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 Company's 2023 Annual Report except for the application of Accounting Standard Codification (“ASC”) Topic 852 – Reorganization that was implemented during the first quarter of 2024 in conjunction with the bankruptcy proceedings. |
Financial Statement Classification of Liabilities Subject to Compromise | Financial Statement Classification of Liabilities Subject to Compromise |
Reorganization Items, Net | Reorganization Items, Net |
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 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, 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 studios, the Company also provides embedded 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. The Company also operates a digital agency business that serves local and national advertisers. The Company's offerings span all facets of digital advertising, with a suite of products that can fit nearly every advertiser's needs, helping them generate strong returns from their digital campaigns. Advertisers can buy across the Company's broadcast platform, owned digital assets like streaming and podcasting, and third-party digital offerings like search, social, email and video. Through its podcast studios, 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' names, logos, product information, slogans 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. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents | The following table presents cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of amounts reported in the condensed consolidated statements of cash flows. Cash, Cash Equivalents and Restricted Cash March 31, December 31, (amounts in thousands) Cash and cash equivalents $ 101,891 $ 69,694 Restricted cash (1) 4,072 3,300 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 105,963 $ 72,994 (1) Restricted cash consists of cash held in a bank in connection with the Company's corporate credit card program and the adequate assurance deposit for utility payments as required by the Bankruptcy Court. |
Schedule of Cash and Cash Equivalents | The following table presents cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of amounts reported in the condensed consolidated statements of cash flows. Cash, Cash Equivalents and Restricted Cash March 31, December 31, (amounts in thousands) Cash and cash equivalents $ 101,891 $ 69,694 Restricted cash (1) 4,072 3,300 Total cash, cash equivalents and restricted cash in the statement of cash flows $ 105,963 $ 72,994 (1) Restricted cash consists of cash held in a bank in connection with the Company's corporate credit card program and the adequate assurance deposit for utility payments as required by the Bankruptcy Court. |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table presents the components of restructuring charges. Three Months Ended March 31, Restructuring Charges 2024 2023 (amounts in thousands) Costs to exit duplicative and loss-making contracts $ (437) $ 395 Workforce reduction 876 1,860 Other restructuring costs 3 166 Total restructuring charges $ 442 $ 2,421 |
Schedule of Restructuring Reserve | The estimated amount of unpaid restructuring charges as of March 31, 2024 includes amounts in accrued expenses that are expected to be paid in less than one year. Restructuring Charges Outstanding Three Months Ended March 31, 2024 Twelve Months Ended December 31, 2023 (amounts in thousands) Restructuring charges, beginning balance $ 2,652 $ 2,750 Additions 442 14,975 Payments/Settlements (1,909) (15,073) Restructuring charges unpaid and outstanding 1,185 2,652 Restructuring charges - noncurrent portion — — Restructuring charges - current portion $ 1,185 $ 2,652 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenues [Abstract] | |
Schedule of Contract Assets and Liabilities Balances and Changes | Accounts Receivable - Contract Balances March 31, December 31, (amounts in thousands) Receivables, net, included in Accounts receivable net of allowance for doubtful accounts $ 224,767 $ 256,466 Unearned revenue - current 13,439 10,990 Unearned revenue - noncurrent 1,086 1,257 Significant changes in the contract liabilities balances during the period are as follows: Unearned Contract Revenue Three Months Ended (amounts in thousands) Beginning balance on January 1, 2024 $ 12,247 Revenue recognized during the period that was included in the beginning balance of contract liabilities (1,780) Additions, net of revenue recognized during period 4,058 Ending balance $ 14,525 |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended Revenue by Source 2024 2023 (amounts in thousands) Spot revenues $ 153,580 $ 159,309 Digital revenues 62,748 56,925 Network revenues 21,947 19,868 Sponsorships and event revenues 13,343 12,444 Other revenues 10,188 11,089 Net revenues $ 261,806 $ 259,635 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Three Months Ended March 31, Lease Cost 2024 2023 (amounts in thousands) Operating lease cost $ 11,828 $ 12,304 Variable lease cost 3,826 2,850 Short-term lease cost 5 — Non-cash impairment of ROU Assets and other costs related to impairment of leases 156 5,050 Total lease cost $ 15,815 $ 20,204 |
Schedule of Supplemental Cash Flow Information | Supplemental information related to leases was as follows: Three Months Ended March 31, Other information related to leases 2024 2023 (dollars in thousands) Supplemental cash flow information: Cash paid for amounts included in measurement of lease liabilities $ 13,429 $ 13,469 Lease liabilities arising from obtaining right-of-use assets $ 3,358 $ 16,476 Other supplementary information: Weighted-average remaining lease term - operating leases 6.34 years 6.67 years Weighted-average discount rate - operating leases 5.13 % 4.86 % |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, Dispositions, and Note 16, Assets Held for Sale, for additional information. Broadcast Licenses Carrying Amount March 31, December 31, (amounts in thousands) Broadcasting licenses balance as of January 1, $ 794,771 $ 2,089,226 Disposition of radio stations (See Note 2) — (4,956) Loss on impairment — (1,289,499) Ending period balance $ 794,771 $ 794,771 |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill. Refer to Note 2, Dispositions, for additional information. Goodwill Carrying Amount March 31, December 31, (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,062,588 $ 1,062,588 Accumulated loss on impairment as of January 1, (998,673) (998,673) Ending period balance (1) $ 63,915 $ 63,915 (1) Our goodwill carrying amount as of March 31, 2024 is limited to the goodwill acquired in the 2019 acquisitions of Cadence13 and Pineapple Street and the 2021 acquisition of Podcorn totaling approximately $64.0 million allocated to the podcast reporting unit. At December 1, 2023, our annual impairment date, the podcast reporting unit fair value approximated its carrying value, as such, no impairment was needed. |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following as of the periods indicated: Other Current Liabilities March 31, December 31, (amounts in thousands) Accrued interest payable $ — $ 76,680 Accrued compensation 13,219 22,918 Unearned revenue 13,439 10,990 Advertiser obligations 6,427 5,601 Accounts receivable credits 3,224 2,875 Other 10,625 11,967 Total other current liabilities $ 46,934 $ 131,031 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt was comprised of the following as of the periods indicated: Debt March 31, December 31, (amounts in thousands) Short-term borrowing: DIP Facility (1) $ 32,000 $ — Long-term debt, current: (2) Old Credit Facility Old Revolver, matures August 19, 2024 220,126 220,126 Old Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium — 836 852,541 853,377 Old 2027 Notes 6.500% notes due May 1, 2027 460,000 460,000 Plus unamortized premium — 2,477 460,000 462,477 Old 2029 Notes 6.750% notes due March 31, 2029 540,000 540,000 Accounts receivable facility, as amended, matures January 9, 2026 75,000 75,000 Total debt before deferred financing costs 1,959,541 1,930,854 Deferred financing costs — (6,831) Total debt, prior to reclassification to Liabilities subject to compromise 1,959,541 1,924,023 Less amounts reclassified to Liabilities subject to compromise (1,852,541) — Less amount reclassified to Short-term borrowing (32,000) — Total Long-term debt, net $ 75,000 $ 1,924,023 Outstanding standby letters of credit $ — $ — (1) The scheduled maturity of the DIP Facility will be the earlier of (i) 180-days following the entry of the order entered by the Bankruptcy Court on February 20, 2024 confirming the Plan (the "Confirmation Order") while regulatory approval is pending, (ii) the effective date of the Plan, and (iii) the time determined by an acceleration as a result of an event of default. The Company exercised the 180-day extension option on February 23, 2024. (2) As of December 31, 2023, the Company had $1.9 billion of consolidated debt. The filing of the Chapter 11 Cases on January 7, 2024 constituted an event of default with respect to the Company's existing debt obligations other than its old accounts receivable facility, which accounted for $75.0 million of the Company's consolidated debt. As a result of the filing of the Chapter 11 Cases, all of such debt of the Debtors (which excludes the accounts receivable facility) became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all other prepetition obligations of the Debtors are subject to settlement under the Plan which was confirmed by the Bankruptcy Court on February 20, 2024. |
Schedule of Net Interest Expense | The components of net interest expense are as follows: Three Months Ended March 31, Net Interest Expense 2024 2023 (amounts in thousands) Interest expense $ 5,156 $ 31,372 Amortization of deferred financing costs 210 1,265 Amortization of original issue premium of Senior Notes — (256) Total net interest expense $ 5,366 $ 32,381 |
LIABILITIES SUBJECT TO COMPRO_2
LIABILITIES SUBJECT TO COMPROMISE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Reorganizations [Abstract] | |
Schedule of Liabilities Subject to Compromise | Liabilities Subject to Compromise at March 31, 2024 consisted of the following: Liabilities Subject to Compromise March 31, (amounts in thousands) Debt subject to compromise Old Revolver, matures August 19, 2024 $ 220,126 Old Term B-2 Loan, due November 17, 2024 632,415 Old 2027 Notes 460,000 Old 2029 Notes 540,000 Accrued interest on debt subject to compromise 79,246 Total liabilities subject to compromise $ 1,931,787 |
REORGANIZATION ITEMS, NET (Tabl
REORGANIZATION ITEMS, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Reorganizations [Abstract] | |
Schedule of Reorganization Items | Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2024 and were as follows: Three Months Ended March 31, Reorganization Items, Net 2024 (amounts in thousands) Write-off of deferred debt issuance costs and unamortized premium $ 4,300 Debt issuance costs associated with short-term borrowing 2,508 Professional fees 19,227 Reorganization items, net $ 26,035 |
CONDENSED COMBINED DEBTOR-IN-_2
CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Reorganizations [Abstract] | |
Schedule of Condensed Combined Debtor-In-Possession Combined Balance Sheet | Debtors Balance Sheet (amounts in thousands) (unaudited) March 31, December 31, ASSETS: Cash $ 96,546 $ 59,989 Accounts receivable, net of allowance for doubtful accounts 13,384 13,918 Prepaid expenses, deposits and other 77,830 70,537 Due from affiliates 140 178 Total current assets 187,900 144,622 Investment in affiliates 145,252 184,868 Net property and equipment 279,359 284,681 Operating lease right-of-use assets 195,984 202,010 Radio broadcasting licenses 794,771 794,771 Goodwill 63,915 63,915 Assets held for sale — 1,544 Software, net 122,918 129,128 Other assets, net of accumulated amortization 24,070 22,772 TOTAL ASSETS $ 1,814,169 $ 1,828,311 LIABILITIES: Accounts payable $ 6,214 $ 21,742 Accrued expenses 69,237 73,040 Other current liabilities 46,934 131,031 Operating lease liabilities 39,206 37,631 Short-term borrowing 32,000 Long-term debt, current portion — 1,849,518 Total current liabilities 193,591 2,112,962 Long-term debt — — Operating lease liabilities, net of current portion 188,448 201,802 Deferred tax liabilities 97,452 101,937 Other long-term liabilities 21,930 23,508 Liabilities subject to compromise 1,931,787 — SHAREHOLDERS' DEFICIT: Equity (deficit) (619,039) (611,898) Total shareholders' deficit (619,039) (611,898) TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 1,814,169 $ 1,828,311 |
Schedule of Condensed Combined Debtor-In-Possession Combined Statement of Operations | Debtors' Statement of Operations (amounts in thousands) (unaudited) Three Months Ended March 31, 2024 2023 NET REVENUES $ 261,806 $ 259,635 OPERATING EXPENSE: Station operating expenses 232,492 233,927 Depreciation and amortization expense 21,910 17,442 Corporate general and administrative expenses 22,947 25,298 Restructuring charges 442 2,421 Impairment loss 156 5,050 Net gain on sale or disposal of assets (15,804) (12,404) Other expenses 88 110 TOTAL OPERATING EXPENSES 262,231 271,844 OPERATING LOSS (425) (12,209) Interest expense, net 3,500 30,889 Reorganization items. net 26,035 — Other (income) expense (20,885) 3,894 LOSS BEFORE INCOME TAXES (9,075) (46,992) INCOME TAX BENEFIT (4,485) (8,689) NET LOSS $ (4,590) $ (38,303) |
Schedule of Condensed Combined Debtor-In-Possession Combined Statement of Cash Flows | Debtors' Statement of Cash Flows (amounts in thousands) (unaudited) Three Months Ended March 31, 2024 2023 OPERATING ACTIVITIES: Net cash used in operating activities $ (63,057) $ (65,624) INVESTING ACTIVITIES: Additions to property and equipment (2,110) (7,195) Proceeds from sale of property, equipment, intangibles and other assets 14,395 16,866 Additions to software (4,839) (6,423) Proceeds from sale of investment 25,489 — Net cash provided by investing activities 32,935 3,248 FINANCING ACTIVITIES: Borrowing DIP Facility 32,000 — Payments of long-term debt — (10) Payment for debt issuance costs associated with short-term borrowing (2,081) — Purchase of vested employee restricted stock units — (127) Payment of dividend equivalents on vested restricted stock units — (60) Net distributions from investment in affiliates 36,760 50,322 Net cash provided by financing activities 66,679 50,125 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 36,557 (12,251) CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR 59,989 88,989 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 96,546 $ 76,738 |
DERIVATIVE AND HEDGING ACTIVI_2
DERIVATIVE AND HEDGING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Derivatives | The following table presents the derivative that was outstanding as of March 31, 2023. Type Notional Effective Collar Fixed Expiration (amounts Cap 2.75% Collar (1) $ 220.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Total $ 220.0 (1) The notional amount of this derivative decreased to $90.0 million in June 2023 and the Company settled the transaction in November 2023. |
Schedule of Accumulated Derivatives Gain (Loss) Included in Comprehensive Income (Loss) | The following table presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2023: 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 Three Months Ended March 31, 2023 2023 (amounts in thousands) $ (840) $ — |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share Reconciliation | The following tables present the computations of basic and diluted net loss per share from continuing operations: Three Months Ended Net Loss per Common Share 2024 2023 (amounts in thousands, except per share data) Basic Loss Per Share Numerator: Net loss $ (1,852) $ (35,901) Denominator: Basic weighted average shares outstanding 4,730 4,704 Net loss per share - Basic $ (0.39) $ (7.63) Diluted Loss Per Share Numerator: Net loss $ (1,852) $ (35,901) Denominator: Basic weighted average shares outstanding 4,730 4,704 Effect of RSUs and options under the treasury stock method (1) — — Diluted weighted average shares outstanding 4,730 4,704 Net loss per share - Diluted $ (0.39) $ (7.63) (1) The Company had net losses used to calculate earnings per share for the three months ended March 31, 2024 and 2023. Therefore, the effects of common share equivalents are excluded from the calculation of diluted loss per share for that period because they would be anti-dilutive. The Company excluded 241 and 277 anti-dilutive shares from diluted EPS at March 31, 2024 and 2023, respectively. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Description Balance at March 31, Quoted prices Significant Significant Measured at Net Asset Value as a Practical Expedient (1) (amounts in thousands) Liabilities Deferred compensation plan liabilities (2) $ 19,630 $ 19,630 $ — $ — $ — Contingent Consideration (3) $ 31 $ — $ — $ 31 $ — Fair Value Measurements At December 31, 2023 Description Balance at December 31, Quoted prices Significant Significant Measured at (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) (2) $ 21,045 $ 16,923 $ — $ — $ 4,122 Contingent Consideration (3) $ 31 $ — $ — $ 31 $ — (1) 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. (2) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. (3) |
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: March 31, December 31, Financial Instrument Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) DIP Facility (1) $ 32,000 n/a n/a n/a Old Term B-2 Loans (2) $ 632,415 $ 372,749 $ 632,415 $ 309,747 Old Revolver (3) $ 220,126 $ 220,126 $ 220,126 $ 220,126 Old 2029 Notes (4) $ 540,000 $ 19,238 $ 540,000 $ 10,125 Old 2027 Notes (4) $ 460,000 $ 16,388 $ 460,000 $ 8,625 Accounts receivable facility, as amended (1) $ 75,000 n/a $ 75,000 n/a The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company does not believe it is practicable to estimate the fair value of the DIP Facility, the Old Receivables Facility and the New Receivables Facility. (2) The Company utilizes a Level 2 valuation input based upon the market trading price of the Old Term B-2 Loan to compute the fair value as the Old Term B-2 Loan is traded in the debt securities market. The fair value of the Old Term B-2 Loan is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (3) The fair value of the Old Revolver was considered to approximate the carrying value as the interest payments are based on SOFR rates that reset periodically. The Old Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (4) The Company utilizes a Level 2 valuation input based upon the market trading prices of the Old 2029 Notes and Old 2027 Notes to compute the fair value as these Old 2029 Notes and Old 2027 Notes are traded in the debt securities market. The Old 2029 Notes and Old 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 (amounts in thousands) Property and equipment, net $ — $ 1,544 Net assets held for sale $ — $ 1,544 |
SHAREHOLDERS_ DEFICIT (Tables)
SHAREHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Amounts Accrued and Unpaid on Unvested RSUs | The following table presents the amounts accrued and unpaid dividend equivalents on unvested RSUs as of the dates indicated: Dividend Equivalent Liabilities Balance Sheet Location March 31, December 31, (amounts in thousands) Short-term Other current liabilities $ 1 $ 1 Long-term Other long-term liabilities 19 19 Total $ 20 $ 20 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES - Narrative (Details) - USD ($) $ in Thousands | Feb. 20, 2024 | Mar. 31, 2024 | Feb. 19, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Percentage of first lien holders in support of plan | 100% | |||
Percentage of first lien holders in support of plan, percentage of first lien claims | 89.60% | |||
Percentage of second lien holders in support of plan | 100% | |||
Percentage of second lien holders in support of plan, percentage of second lien claims | 85.10% | |||
Amount of debt equitized | $ 1,600,000 | |||
Percentage of debt equitized | 80% | |||
Long-term debt | $ 350,000 | $ 75,000 | $ 1,900,000 | $ 1,924,023 |
Percent of equity expected to be received, claim holders | 100% | |||
Percent of equity expected to be received, debtor-in-possession claim holders | 10% | |||
Percent of equity expected to be received, first-lien claim holders | 75% | |||
Percent of equity expected to be received, second lien claim holders | 15% | |||
Warrants exercisable term | 4 years | |||
Percent of equity expected to be received, second lien warrant claim holders | 17.50% | |||
Fully diluted basis, equity value of warrants | $ 771,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES - Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 101,891 | $ 69,694 | ||
Restricted cash | 4,072 | 3,300 | ||
Total cash, cash equivalents and restricted cash in the statement of cash flows | $ 105,963 | $ 72,994 | $ 83,773 | $ 103,344 |
DISPOSITIONS (Details)
DISPOSITIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of property, equipment, intangibles and other assets | $ 14,395 | $ 16,866 | |
Broadcast Music, Inc. | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Reissued stock certificates, proceeds received | $ 25,500 | ||
Land, Buildings And Equipment | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of property, equipment, intangibles and other assets | 14,400 | ||
Gain on sale of assets | $ 12,900 | ||
Tower Assets | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of property, equipment, intangibles and other assets | 16,900 | ||
Gain on sale of assets | $ 12,400 |
RESTRUCTURING CHARGES - Restruc
RESTRUCTURING CHARGES - Restructuring charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 442 | $ 2,421 |
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | Total restructuring charges | Total restructuring charges |
Costs to exit duplicative and loss-making contracts | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ (437) | $ 395 |
Workforce reduction | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 876 | 1,860 |
Other restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 3 | $ 166 |
RESTRUCTURING CHARGES - Accrued
RESTRUCTURING CHARGES - Accrued Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring charges, beginning balance | $ 2,652 | $ 2,750 | $ 2,750 |
Additions | 442 | $ 2,421 | 14,975 |
Payments/Settlements | (1,909) | (15,073) | |
Restructuring charges unpaid and outstanding | 1,185 | 2,652 | |
Restructuring charges - total | 1,185 | 2,652 | |
Restructuring charges - noncurrent portion | 0 | 0 | |
Restructuring charges - current portion | $ 1,185 | $ 2,652 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Receivables not generated from customers | $ 1.2 | $ 1.6 |
REVENUE - Contract Balance (Det
REVENUE - Contract Balance (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenues [Abstract] | ||
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts | $ 224,767 | $ 256,466 |
Unearned revenue - current | 13,439 | 10,990 |
Unearned revenue - noncurrent | $ 1,086 | $ 1,257 |
REVENUE - Changes in Contract B
REVENUE - Changes in Contract Balances (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Contract With Customer, Liability [Roll Forward] | |
Beginning balance | $ 12,247 |
Revenue recognized during the period that was included in the beginning balance of contract liabilities | (1,780) |
Additions, net of revenue recognized during period | 4,058 |
Ending balance | $ 14,525 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 261,806 | $ 259,635 |
Spot revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 153,580 | 159,309 |
Digital revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 62,748 | 56,925 |
Network revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 21,947 | 19,868 |
Sponsorships and event revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 13,343 | 12,444 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 10,188 | $ 11,089 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 11,828 | $ 12,304 |
Variable lease cost | 3,826 | 2,850 |
Short-term lease cost | 5 | 0 |
Non-cash impairment of ROU Assets and other costs related to impairment of leases | 156 | 5,050 |
Total lease cost | $ 15,815 | $ 20,204 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - San Francisco, Atlanta, Providence and Denver $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Operating Leased Assets [Line Items] | |
Payments to terminate or amend leases | $ 3.6 |
Gain on termination or amendment of leases | $ 3 |
LEASES - Supplemental Informati
LEASES - Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental cash flow information: | ||
Cash paid for amounts included in measurement of lease liabilities | $ 13,429 | $ 13,469 |
Lease liabilities arising from obtaining right-of-use assets | $ 3,358 | $ 16,476 |
Other supplementary information: | ||
Weighted-average remaining lease term - operating leases | 6 years 4 months 2 days | 6 years 8 months 1 day |
Weighted-average discount rate - operating leases | 5.13% | 4.86% |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Value of Broadcasting Licenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | $ 794,771 | $ 2,089,226 |
Disposition of radio stations | 0 | (4,956) |
Loss on impairment | 0 | (1,289,499) |
Ending balance | $ 794,771 | $ 794,771 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment loss | Impairment loss |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill [Roll Forward] | ||
Goodwill balance before cumulative loss on impairment as of January 1, | $ 1,062,588 | $ 1,062,588 |
Accumulated loss on impairment as of January 1, | (998,673) | (998,673) |
Ending period balance | 63,915 | 63,915 |
Goodwill | 63,915 | $ 63,915 |
Podcorn | ||
Goodwill [Roll Forward] | ||
Ending period balance | 64,000 | |
Goodwill | $ 64,000 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued interest payable | $ 0 | $ 76,680 |
Accrued compensation | 13,219 | 22,918 |
Unearned revenue | 13,439 | 10,990 |
Advertiser obligations | 6,427 | 5,601 |
Accounts receivable credits | 3,224 | 2,875 |
Other | 10,625 | 11,967 |
Total other current liabilities | $ 46,934 | $ 131,031 |
DEBT - Long Term Debt (Details)
DEBT - Long Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||
Feb. 23, 2024 | Jan. 09, 2024 | Mar. 31, 2024 | Feb. 20, 2024 | Feb. 19, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Jul. 15, 2021 | |
Debt Instrument [Line Items] | ||||||||
Short-term borrowing | $ 32,000 | $ 0 | ||||||
Carrying value of debt | 1,959,541 | 1,930,854 | ||||||
Deferred financing costs | 0 | (6,831) | ||||||
Total debt, prior to reclassification to Liabilities subject to compromise | 1,959,541 | 1,924,023 | ||||||
Less amounts reclassified to Liabilities subject to compromise | (1,852,541) | 0 | ||||||
Less amount reclassified to Short-term borrowing | (32,000) | 0 | ||||||
Long-term debt | 75,000 | $ 350,000 | $ 1,900,000 | 1,924,023 | ||||
Outstanding standby letters of credit | 0 | 0 | ||||||
Old Revolver, matures August 19, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Less amounts reclassified to Liabilities subject to compromise | (220,126) | |||||||
Old Term B-2 Loan, due November 17, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Less amounts reclassified to Liabilities subject to compromise | (632,415) | |||||||
6.500% notes due May 1, 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Less amounts reclassified to Liabilities subject to compromise | (460,000) | |||||||
6.750% notes due March 31, 2029 | ||||||||
Debt Instrument [Line Items] | ||||||||
Less amounts reclassified to Liabilities subject to compromise | (540,000) | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Plus unamortized premium | 0 | 836 | ||||||
Long term debt, current, net | 852,541 | 853,377 | ||||||
Revolving Credit Facility | Old Revolver, matures August 19, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, current portion | 220,126 | 220,126 | ||||||
Revolving Credit Facility | Old Term B-2 Loan, due November 17, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, current portion | 632,415 | 632,415 | ||||||
Senior Notes | 6.500% notes due May 1, 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, current portion | 460,000 | 460,000 | ||||||
Plus unamortized premium | 0 | 2,477 | ||||||
Long term debt, current, net | $ 460,000 | 462,477 | ||||||
Debt instrument, stated percentage (percent) | 6.50% | |||||||
Senior Notes | 6.750% notes due March 31, 2029 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, current portion | $ 540,000 | 540,000 | ||||||
Debt instrument, stated percentage (percent) | 6.75% | |||||||
Accounts Receivable Facility, Maturing January 9, 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, current portion | $ 75,000 | |||||||
Carrying value of debt | $ 75,000 | |||||||
Accounts Receivable Facility, Maturing July 15, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, current portion | 75,000 | |||||||
Carrying value of debt | 75,000 | $ 75,000 | ||||||
Revolving Credit Facility | DIP Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Short-term borrowing | 32,000 | 0 | ||||||
Less amount reclassified to Short-term borrowing | $ (32,000) | $ 0 | ||||||
Revolving Credit Facility | DIP Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, term | 180 days | 180 days | ||||||
Debt instrument, term extension | 180 days |
DEBT - Prepetition Debt Narrati
DEBT - Prepetition Debt Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2021 | Jul. 15, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||
Carrying value of debt | $ 1,959,541 | $ 1,930,854 | |||||
Accounts Receivable Facility, Maturing July 15, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt | $ 75,000 | $ 75,000 | |||||
Old Revolver, matures August 19, 2024 | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Old credit facility | $ 227,300 | ||||||
Old Term B-2 Loan, due November 17, 2024 | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Old credit facility | $ 632,400 | ||||||
Senior Secured Second-Lien Notes Due 2027 | Senior Debt Obligations | |||||||
Debt Instrument [Line Items] | |||||||
Medium-term notes | $ 45,000 | $ 425,000 | |||||
Debt instrument, stated percentage (percent) | 6.50% | ||||||
Repurchase amount | $ 10,000 | ||||||
Gain on repurchase | $ 600 | ||||||
6.750% notes due March 31, 2029 | Senior Debt Obligations | |||||||
Debt Instrument [Line Items] | |||||||
Medium-term notes | $ 540,000 | ||||||
Debt instrument, stated percentage (percent) | 6.75% |
DEBT - Postpetition Debt Narrat
DEBT - Postpetition Debt Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Feb. 23, 2024 | Jan. 09, 2024 | Mar. 31, 2024 | Jan. 31, 2024 | Jan. 08, 2024 | Dec. 31, 2023 | Jul. 15, 2021 | |
Debt Instrument [Line Items] | |||||||
Debt issuance costs associated with short-term borrowing | $ 2,508 | ||||||
Accounts receivable | 226,000 | $ 258,088 | |||||
Carrying value of debt | 1,959,541 | 1,930,854 | |||||
Total liquidity | 126,900 | ||||||
Cash and cash equivalents | 101,891 | 69,694 | |||||
Restricted cash | 4,072 | 3,300 | |||||
Accounts Receivable Facility, Maturing July 15, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility | $ 75,000 | ||||||
Carrying value of debt | $ 75,000 | $ 75,000 | |||||
Accounts Receivable Facility, Maturing January 9, 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility | $ 100,000 | ||||||
Accounts receivable | 213,200 | ||||||
Carrying value of debt | $ 75,000 | ||||||
New credit facility | 25,000 | ||||||
DIP Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-possession financing, amount arranged | $ 32,000 | ||||||
Debt issuance price, percentage of principal (percent) | 3% | ||||||
Commitment fee (percent) | 2% | ||||||
Debt instrument, redemption price, percentage (percent) | 15% | ||||||
Debtor-in-Possession financing, borrowings outstanding | 32,000 | ||||||
Debt issuance costs associated with short-term borrowing | $ 2,500 | ||||||
DIP Facility | Maximum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, term | 180 days | 180 days | |||||
Debt instrument, term extension | 180 days | ||||||
DIP Facility | Fixed SOFR Rate | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate (percent) | 6% | ||||||
DIP Facility | Alternative Reference Rats Committee Credit Spread Adjustment | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate (percent) | 0.11448% |
DEBT - Net Interest Expense (De
DEBT - Net Interest Expense (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Debt Disclosure [Abstract] | |
Interest expense | $ 31.6 |
DEBT - Schedule of Net Interest
DEBT - Schedule of Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 5,156 | $ 31,372 |
Amortization of deferred financing costs | 210 | 1,265 |
Amortization of original issue premium of Senior Notes | 0 | (256) |
Total net interest expense | $ 5,366 | $ 32,381 |
LIABILITIES SUBJECT TO COMPRO_3
LIABILITIES SUBJECT TO COMPROMISE (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Reorganization, Chapter 11 [Line Items] | ||
Debt subject to compromise | $ 1,852,541 | $ 0 |
Accrued interest on debt subject to compromise | 79,246 | |
Total liabilities subject to compromise | 1,931,787 | $ 0 |
Old Revolver, matures August 19, 2024 | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt subject to compromise | 220,126 | |
Old Term B-2 Loan, due November 17, 2024 | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt subject to compromise | 632,415 | |
Old 2027 Notes | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt subject to compromise | 460,000 | |
Old 2029 Notes | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt subject to compromise | $ 540,000 |
REORGANIZATION ITEMS, NET - Sch
REORGANIZATION ITEMS, NET - Schedule of Reorganization Items (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Reorganizations [Abstract] | ||
Write-off of deferred debt issuance costs and unamortized premium | $ 4,300 | |
Debt issuance costs associated with short-term borrowing | 2,508 | |
Professional fees | 19,227 | |
Reorganization items, net | $ 26,035 | $ 0 |
REORGANIZATION ITEMS, NET - Nar
REORGANIZATION ITEMS, NET - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Reorganizations [Abstract] | |
Reorganization items accrued | $ 10,400 |
CONDENSED COMBINED DEBTOR-IN-_3
CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION - Debtors Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS: | ||||
Accounts receivable, net of allowance for doubtful accounts | $ 226,000 | $ 258,088 | ||
Prepaid expenses, deposits and other | 79,483 | 70,537 | ||
Total current assets | 411,446 | 401,619 | ||
Net property and equipment | 279,359 | 284,681 | ||
Operating lease right-of-use assets | 195,984 | 202,010 | ||
Radio broadcasting licenses | 794,771 | 794,771 | ||
Goodwill | 63,915 | 63,915 | ||
Assets held for sale | 0 | 1,544 | ||
Software, net | 122,918 | 129,128 | ||
Other assets, net of accumulated amortization | 24,070 | 22,772 | ||
TOTAL ASSETS | 1,892,463 | 1,900,440 | ||
LIABILITIES: | ||||
Accounts payable | 6,214 | 21,742 | ||
Accrued expenses | 69,793 | 73,519 | ||
Other current liabilities | 46,934 | 131,031 | ||
Operating lease liabilities | 39,206 | 37,631 | ||
Short-term borrowing | 32,000 | 0 | ||
Long-term debt, current portion | 0 | 1,924,023 | ||
Total current liabilities | 194,147 | 2,187,946 | ||
Long-term debt | 75,000 | 0 | ||
Operating lease liabilities, net of current portion | 188,448 | 201,802 | ||
Deferred tax liabilities | 97,452 | 101,937 | ||
Other long-term liabilities | 21,930 | 23,508 | ||
Liabilities subject to compromise | 1,931,787 | 0 | ||
SHAREHOLDERS' DEFICIT: | ||||
Equity (deficit) | (2,299,122) | (2,297,270) | ||
Total shareholders' deficit | (616,301) | (614,753) | $ 485,662 | $ 520,619 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | 1,892,463 | 1,900,440 | ||
Debtor-in-Possession | ||||
ASSETS: | ||||
Cash | 96,546 | 59,989 | ||
Accounts receivable, net of allowance for doubtful accounts | 13,384 | 13,918 | ||
Prepaid expenses, deposits and other | 77,830 | 70,537 | ||
Due from affiliates | 140 | 178 | ||
Total current assets | 187,900 | 144,622 | ||
Investment in affiliates | 145,252 | 184,868 | ||
Net property and equipment | 279,359 | 284,681 | ||
Operating lease right-of-use assets | 195,984 | 202,010 | ||
Radio broadcasting licenses | 794,771 | 794,771 | ||
Goodwill | 63,915 | 63,915 | ||
Assets held for sale | 0 | 1,544 | ||
Software, net | 122,918 | 129,128 | ||
Other assets, net of accumulated amortization | 24,070 | 22,772 | ||
TOTAL ASSETS | 1,814,169 | 1,828,311 | ||
LIABILITIES: | ||||
Accounts payable | 6,214 | 21,742 | ||
Accrued expenses | 69,237 | 73,040 | ||
Other current liabilities | 46,934 | 131,031 | ||
Operating lease liabilities | 39,206 | 37,631 | ||
Short-term borrowing | 32,000 | |||
Long-term debt, current portion | 0 | 1,849,518 | ||
Total current liabilities | 193,591 | 2,112,962 | ||
Long-term debt | 0 | 0 | ||
Operating lease liabilities, net of current portion | 188,448 | 201,802 | ||
Deferred tax liabilities | 97,452 | 101,937 | ||
Other long-term liabilities | 21,930 | 23,508 | ||
Liabilities subject to compromise | 1,931,787 | 0 | ||
SHAREHOLDERS' DEFICIT: | ||||
Equity (deficit) | (619,039) | (611,898) | ||
Total shareholders' deficit | (619,039) | (611,898) | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 1,814,169 | $ 1,828,311 |
CONDENSED COMBINED DEBTOR-IN-_4
CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION - Debtors Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
NET REVENUES | $ 261,806 | $ 259,635 | |
OPERATING EXPENSE: | |||
Station operating expenses | 232,492 | 233,927 | |
Depreciation and amortization expense | 21,910 | 17,442 | |
Corporate general and administrative expenses | 22,947 | 25,298 | |
Restructuring charges | 442 | 2,421 | $ 14,975 |
Impairment loss | 156 | 5,050 | |
Net gain on sale or disposal of assets | (15,804) | (12,404) | |
Other expenses | 88 | 110 | |
TOTAL OPERATING EXPENSES | 262,231 | 271,844 | |
OPERATING LOSS | (425) | (12,209) | |
Interest expense, net | 5,366 | 32,381 | |
Reorganization items, net | 26,035 | 0 | |
Other (income) expense | (25,489) | 0 | |
LOSS BEFORE INCOME TAXES | (6,337) | (44,590) | |
INCOME TAX BENEFIT | (4,485) | (8,689) | |
NET LOSS | (1,852) | (35,901) | |
Debtor-in-Possession | |||
NET REVENUES | 261,806 | 259,635 | |
OPERATING EXPENSE: | |||
Station operating expenses | 232,492 | 233,927 | |
Depreciation and amortization expense | 21,910 | 17,442 | |
Corporate general and administrative expenses | 22,947 | 25,298 | |
Restructuring charges | 442 | 2,421 | |
Impairment loss | 156 | 5,050 | |
Net gain on sale or disposal of assets | (15,804) | (12,404) | |
Other expenses | 88 | 110 | |
TOTAL OPERATING EXPENSES | 262,231 | 271,844 | |
OPERATING LOSS | (425) | (12,209) | |
Interest expense, net | 3,500 | 30,889 | |
Reorganization items, net | 26,035 | 0 | |
Other (income) expense | (20,885) | 3,894 | |
LOSS BEFORE INCOME TAXES | (9,075) | (46,992) | |
INCOME TAX BENEFIT | (4,485) | (8,689) | |
NET LOSS | $ (4,590) | $ (38,303) |
CONDENSED COMBINED DEBTOR-IN-_5
CONDENSED COMBINED DEBTOR-IN-POSSESSION FINANCIAL INFORMATION - Debtors Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
OPERATING ACTIVITIES: | ||
Net cash used in operating activities | $ (28,517) | $ (22,622) |
INVESTING ACTIVITIES: | ||
Additions to property and equipment | (2,110) | (7,195) |
Proceeds from sale of property, equipment, intangibles and other assets | 14,395 | 16,866 |
Additions to software | (4,839) | (6,423) |
Proceeds from sale of investment | 25,489 | 0 |
Net cash provided by investing activities | 32,935 | 3,248 |
FINANCING ACTIVITIES: | ||
Borrowing under the DIP Facility | 32,000 | 0 |
Payments of long-term debt | 0 | (10) |
Purchase of vested employee restricted stock units | 0 | (127) |
Net cash provided by (used in) financing activities | 28,551 | (197) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 32,969 | (19,571) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 72,994 | 103,344 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD | 105,963 | 83,773 |
Debtor-in-Possession | ||
OPERATING ACTIVITIES: | ||
Net cash used in operating activities | (63,057) | (65,624) |
INVESTING ACTIVITIES: | ||
Additions to property and equipment | (2,110) | (7,195) |
Proceeds from sale of property, equipment, intangibles and other assets | 14,395 | 16,866 |
Additions to software | (4,839) | (6,423) |
Proceeds from sale of investment | 25,489 | 0 |
Net cash provided by investing activities | 32,935 | 3,248 |
FINANCING ACTIVITIES: | ||
Borrowing under the DIP Facility | 32,000 | 0 |
Payments of long-term debt | 0 | (10) |
Payment for debt issuance costs associated with short-term borrowing | (2,081) | 0 |
Purchase of vested employee restricted stock units | 0 | (127) |
Payment of dividend equivalents on vested restricted stock units | 0 | (60) |
Net distributions from investment in affiliates | 36,760 | 50,322 |
Net cash provided by (used in) financing activities | 66,679 | 50,125 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 36,557 | (12,251) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 59,989 | 88,989 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD | $ 96,546 | $ 76,738 |
DERIVATIVE AND HEDGING ACTIVI_3
DERIVATIVE AND HEDGING ACTIVITIES - Cash Flow Hedge (Details) - Designated as Hedging Instrument - USD ($) $ in Millions | Mar. 31, 2024 | Jun. 30, 2023 |
Derivative [Line Items] | ||
Notional Amount | $ 220 | |
Collar | ||
Derivative [Line Items] | ||
Notional Amount | $ 220 | $ 90 |
Collar | Fixed SOFR Rate | ||
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) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative [Line Items] | ||
Net unrealized loss on derivatives | $ 0 | $ 840 |
Collar | ||
Derivative [Line Items] | ||
Tax benefit on loss from derivatives | 300 | |
Derivative asset | $ 2,100 |
DERIVATIVE AND HEDGING ACTIVI_5
DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Net Derivative Gain (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Net Change in Accumulated Derivative Unrealized Gain (Loss) | $ 0 | $ (840) |
Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations | $ 0 |
NET LOSS PER COMMON SHARE - Bas
NET LOSS PER COMMON SHARE - Basic and Diluted Net Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (1,852) | $ (35,901) |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 4,729,597 | 4,703,819 |
Net loss per share - Basic (in dollars per share) | $ (0.39) | $ (7.63) |
Numerator: | ||
Net loss | $ (1,852) | $ (35,901) |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 4,729,597 | 4,703,819 |
Effect of RSUs and options under the treasury stock method (in shares) | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 4,729,597 | 4,703,819 |
Net loss per share - Diluted (in dollars per share) | $ (0.39) | $ (7.63) |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 241,000 | 277,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income, percent | 70.80% | 19.50% |
Pending income tax refund claim | $ 5.5 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 09, 2021 | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities | |||
Contingent Consideration | $ 31 | $ 31 | |
Podcorn | |||
Liabilities | |||
Performance period | 2 years | ||
Liabilities | |||
Liabilities | |||
Deferred compensation plan liabilities | 19,630 | 21,045 | |
Quoted prices in active markets Level 1 | |||
Liabilities | |||
Contingent Consideration | 0 | 0 | |
Quoted prices in active markets Level 1 | Liabilities | |||
Liabilities | |||
Deferred compensation plan liabilities | 19,630 | 16,923 | |
Significant other observable inputs Level 2 | |||
Liabilities | |||
Contingent Consideration | 0 | 0 | |
Significant other observable inputs Level 2 | Liabilities | |||
Liabilities | |||
Deferred compensation plan liabilities | 0 | 0 | |
Significant unobservable inputs Level 3 | |||
Liabilities | |||
Contingent Consideration | 31 | 31 | |
Significant unobservable inputs Level 3 | Liabilities | |||
Liabilities | |||
Deferred compensation plan liabilities | 0 | 0 | |
Measured at Net Asset Value as a Practical Expedient | |||
Liabilities | |||
Contingent Consideration | 0 | 0 | |
Measured at Net Asset Value as a Practical Expedient | Liabilities | |||
Liabilities | |||
Deferred compensation plan liabilities | $ 0 | $ 4,122 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Non-cash impairment of ROU Assets and other costs related to impairment of leases | $ 156 | $ 5,050 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
DIP Facility | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 32,000 | |
Accrued interest on debt subject to compromise | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 632,415 | $ 632,415 |
Accrued interest on debt subject to compromise | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 372,749 | 309,747 |
Old Revolver | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 220,126 | 220,126 |
Old Revolver | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 220,126 | 220,126 |
Old 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 |
Old 2029 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 19,238 | 10,125 |
Old 2027 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 460,000 | 460,000 |
Old 2027 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | 16,388 | 8,625 |
Accounts Receivable Facility, Maturing January 9, 2026 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 75,000 | |
Accounts Receivable Facility, Maturing July 15, 2024 | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 75,000 |
ASSETS HELD FOR SALE - Narrativ
ASSETS HELD FOR SALE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of property, equipment, intangibles and other assets | $ 14,395 | $ 16,866 |
Land, Buildings And Equipment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of property, equipment, intangibles and other assets | 14,400 | |
Gain on sale of assets | $ 12,900 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, net | $ 0 | $ 1,544 |
Net assets held for sale | $ 0 | $ 1,544 |
SHAREHOLDERS_ DEFICIT - Dividen
SHAREHOLDERS’ DEFICIT - Dividend Equivalent Liability (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Stockholders' Equity Note [Abstract] | ||
Other current liabilities | $ 1 | $ 1 |
Other long-term liabilities | 19 | 19 |
Total | $ 20 | $ 20 |
SHAREHOLDERS_ DEFICIT - Narrati
SHAREHOLDERS’ DEFICIT - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Common stock repurchased (in shares) | 0 | 0 |
Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Number of shares purchased (in shares) | 0 | 0 |
Non-cash compensation expense | $ 0 | $ 0 |