Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36558 | |
Entity Registrant Name | Townsquare Media, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1996555 | |
Entity Address, Address Line One | One Manhattanville Road | |
Entity Address, Address Line Two | Suite 202 | |
Entity Address, City or Town | Purchase, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10577 | |
City Area Code | 203 | |
Local Phone Number | 861-0900 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | TSQ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001499832 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,788,537 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 815,296 | |
Class C common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,961,341 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 49,598 | $ 43,417 |
Accounts receivable, net of allowance of $5,507 and $5,946, respectively | 62,537 | 61,234 |
Prepaid expenses and other current assets | 12,432 | 16,037 |
Total current assets | 124,567 | 120,688 |
Property and equipment, net | 111,105 | 113,846 |
Intangible assets, net | 246,222 | 276,838 |
Goodwill | 161,481 | 161,385 |
Investments | 9,181 | 19,106 |
Operating lease right-of-use assets | 49,692 | 50,962 |
Other assets | 1,366 | 1,197 |
Restricted cash | 499 | 496 |
Total assets | 704,113 | 744,518 |
Current liabilities: | ||
Accounts payable | 4,707 | 4,127 |
Deferred revenue | 10,058 | 10,669 |
Accrued compensation and benefits | 10,183 | 14,831 |
Accrued expenses and other current liabilities | 25,900 | 17,876 |
Operating lease liabilities, current | 9,003 | 9,008 |
Accrued interest | 14,836 | 15,203 |
Total current liabilities | 74,687 | 71,714 |
Long-term debt, net of deferred finance costs of $5,229 and $6,324, respectively | 512,606 | 524,442 |
Deferred tax liability | 10,275 | 18,748 |
Operating lease liability, net of current portion | 44,113 | 45,107 |
Other long-term liabilities | 13,053 | 15,428 |
Total liabilities | 654,734 | 675,439 |
Stockholders’ equity: | ||
Total common stock | 164 | 173 |
Treasury stock, at cost; 89,568 and 0 shares of Class A common stock, respectively | (1,135) | 0 |
Additional paid-in capital | 303,720 | 309,645 |
Accumulated deficit | (256,410) | (244,298) |
Non-controlling interest | 3,040 | 3,559 |
Total stockholders’ equity | 49,379 | 69,079 |
Total liabilities and stockholders’ equity | 704,113 | 744,518 |
Class A common stock | ||
Stockholders’ equity: | ||
Total common stock | 136 | 130 |
Class B common stock | ||
Stockholders’ equity: | ||
Total common stock | 8 | 8 |
Class C common stock | ||
Stockholders’ equity: | ||
Total common stock | $ 20 | $ 35 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts receivable allowance | $ 5,507 | $ 5,946 |
Deferred financing costs | $ 5,229 | $ 6,324 |
Class A common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares issued (in shares) | 13,668,428 | 12,964,312 |
Common shares outstanding (in shares) | 13,668,428 | 12,964,312 |
Treasury shares common shares (in shares) | 89,568 | 0 |
Class B common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares issued (in shares) | 815,296 | 815,296 |
Common shares outstanding (in shares) | 815,296 | 815,296 |
Class C common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares issued (in shares) | 1,961,341 | 3,461,341 |
Common shares outstanding (in shares) | 1,961,341 | 3,461,341 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net revenue | $ 121,231 | $ 121,924 | $ 224,341 | $ 222,166 |
Operating costs and expenses: | ||||
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation | 85,654 | 83,833 | 163,978 | 157,596 |
Depreciation and amortization | 4,835 | 4,314 | 9,779 | 9,079 |
Corporate expenses | 6,962 | 5,739 | 12,307 | 10,148 |
Stock-based compensation | 2,106 | 839 | 3,878 | 1,708 |
Transaction and business realignment costs | 311 | 824 | 603 | 1,276 |
Impairment of intangible assets, investments and long-lived assets | 26,240 | 9,419 | 34,727 | 9,897 |
Net (gain) loss on sale and retirement of assets | (49) | 89 | (341) | (219) |
Total operating costs and expenses | 126,059 | 105,057 | 224,931 | 189,485 |
Operating (loss) income | (4,828) | 16,867 | (590) | 32,681 |
Other expense (income): | ||||
Interest expense, net | 9,314 | 10,044 | 18,872 | 20,071 |
Gain on repurchases of debt | (44) | (108) | (819) | (108) |
Other (income) expense, net | (4,878) | 806 | (5,904) | 2,394 |
(Loss) income from operations before tax | (9,220) | 6,125 | (12,739) | 10,324 |
Income tax (benefit) provision | (6,520) | 1,206 | (8,098) | 2,664 |
Net (loss) income | (2,700) | 4,919 | (4,641) | 7,660 |
Net (loss) income attributable to: | ||||
Controlling interests | (3,200) | 4,394 | (5,621) | 6,618 |
Non-controlling interests | $ 500 | $ 525 | $ 980 | $ 1,042 |
Diluted (loss) income per share (in dollars per share) | $ (0.19) | $ 0.24 | $ (0.33) | $ 0.35 |
Weighted average shares outstanding: | ||||
Diluted (in shares) | 17,221 | 18,695 | 17,212 | 19,177 |
Cash dividend declared per share (in dollars per share) | $ 0.1875 | $ 0 | $ 0.3750 | $ 0 |
Common shares | ||||
Net (loss) income attributable to: | ||||
Basic (loss) income per share (in dollars per share) | $ (0.19) | $ 0.26 | $ (0.33) | $ 0.39 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 17,221 | 16,986 | 17,212 | 16,891 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A | Class B | Class C | Common Stock | Common Stock Class A | Common Stock Class B | Common Stock Class C | Treasury Stock | Treasury Stock Class A | Additional Paid-in Capital | Accumulated Deficit | Non- Controlling Interest | |
Beginning balance (in shares) at Dec. 31, 2021 | 12,573,654 | 815,296 | 3,461,341 | |||||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||||
Beginning balance at Dec. 31, 2021 | $ 49,584 | $ 169 | $ 0 | $ 302,724 | $ (256,635) | $ 3,326 | ||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | 2,741 | 2,224 | 517 | |||||||||||
Stock-based compensation | 869 | 869 | ||||||||||||
Common stock issued under exercise of stock options (in shares) | 94,422 | |||||||||||||
Common stock issued under exercise of stock options | 647 | 1 | 646 | |||||||||||
Issuance of restricted stock (in shares) | [1] | 191,456 | ||||||||||||
Issuance of restricted stock | [1] | 1,809 | 2 | 1,807 | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 12,859,532 | 815,296 | 3,461,341 | |||||||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||||
Ending balance at Mar. 31, 2022 | 55,650 | 172 | 0 | 306,046 | (254,411) | 3,843 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 12,573,654 | 815,296 | 3,461,341 | |||||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||||
Beginning balance at Dec. 31, 2021 | 49,584 | 169 | 0 | 302,724 | (256,635) | 3,326 | ||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | 7,660 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 12,876,711 | 815,296 | 3,461,341 | |||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 25,623 | |||||||||||||
Ending balance at Jun. 30, 2022 | 59,475 | 172 | (225) | 306,997 | (250,017) | 2,548 | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 12,859,532 | 815,296 | 3,461,341 | |||||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||||||||||
Beginning balance at Mar. 31, 2022 | 55,650 | 172 | 0 | 306,046 | (254,411) | 3,843 | ||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | 4,919 | 4,394 | 525 | |||||||||||
Stock-based compensation | 839 | 839 | ||||||||||||
Common stock issued under exercise of stock options (in shares) | 17,179 | |||||||||||||
Common stock issued under exercise of stock options | 112 | 112 | ||||||||||||
Treasury stock acquired at cost (in shares) | [2] | 25,623 | ||||||||||||
Treasury stock acquired at cost | [2] | (225) | (225) | |||||||||||
Cash distributions to non-controlling interests | (1,820) | (1,820) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 12,876,711 | 815,296 | 3,461,341 | |||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 25,623 | |||||||||||||
Ending balance at Jun. 30, 2022 | 59,475 | 172 | (225) | 306,997 | (250,017) | 2,548 | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 12,964,312 | 815,296 | 3,461,341 | 12,964,312 | 815,296 | 3,461,341 | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2022 | 69,079 | 173 | 0 | 309,645 | (244,298) | 3,559 | ||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | (1,941) | (2,421) | 480 | |||||||||||
Dividends declared | (3,343) | (3,343) | ||||||||||||
Stock-based compensation | 1,772 | 1,772 | ||||||||||||
Common stock issued under exercise of stock options (in shares) | 5,000 | |||||||||||||
Common stock issued under exercise of stock options | 31 | 31 | ||||||||||||
ESPP shares issued (in shares) | 65,732 | |||||||||||||
ESPP shares issued | 430 | 430 | ||||||||||||
Issuance of restricted stock (in shares) | 82,263 | |||||||||||||
Issuance of restricted stock | 0 | 1 | (1) | |||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 13,117,307 | 815,296 | 3,461,341 | |||||||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 0 | |||||||||||||
Ending balance at Mar. 31, 2023 | 66,028 | 174 | 0 | 311,877 | (250,062) | 4,039 | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 12,964,312 | 815,296 | 3,461,341 | 12,964,312 | 815,296 | 3,461,341 | ||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||||
Beginning balance at Dec. 31, 2022 | 69,079 | 173 | 0 | 309,645 | (244,298) | 3,559 | ||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | $ (4,641) | |||||||||||||
Common stock issued under exercise of stock options (in shares) | 556,121 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 13,668,428 | 815,296 | 1,961,341 | 13,668,428 | 815,296 | 1,961,341 | ||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 89,568 | 89,568 | ||||||||||||
Ending balance at Jun. 30, 2023 | $ 49,379 | 164 | (1,135) | 303,720 | (256,410) | 3,040 | ||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 13,117,307 | 815,296 | 3,461,341 | |||||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | 0 | |||||||||||||
Beginning balance at Mar. 31, 2023 | 66,028 | 174 | 0 | 311,877 | (250,062) | 4,039 | ||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | (2,700) | (3,200) | 500 | |||||||||||
Repurchase of stock (in shares) | [3] | (1,500,000) | ||||||||||||
Repurchase of stock | [3] | (14,550) | (15) | (14,535) | ||||||||||
Dividends declared | (3,148) | (3,148) | ||||||||||||
Stock-based compensation | 2,106 | 2,106 | ||||||||||||
Common stock issued under exercise of stock options (in shares) | 551,121 | |||||||||||||
Common stock issued under exercise of stock options | 4,277 | 5 | 4,272 | |||||||||||
Treasury stock acquired at cost (in shares) | [4] | 89,568 | ||||||||||||
Treasury stock acquired at cost | [4] | (1,135) | (1,135) | |||||||||||
Cash distributions to non-controlling interests | (1,499) | (1,499) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 13,668,428 | 815,296 | 1,961,341 | 13,668,428 | 815,296 | 1,961,341 | ||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 89,568 | 89,568 | ||||||||||||
Ending balance at Jun. 30, 2023 | $ 49,379 | $ 164 | $ (1,135) | $ 303,720 | $ (256,410) | $ 3,040 | ||||||||
[1]Includes 150,000 shares issued in the form of stock awards that vested immediately[2]Represents shares repurchased under the 2021 Stock Repurchase Plan.[3]On June 16, 2023, the Company repurchased 1.5 million shares of the Company’s Class C common stock. For further discussion on the repurchase, see Note 10, Stockholders' Equity, in our Notes to Consolidated Financial Statements[4]Represents shares repurchased under the terms of the Company's stock repurchase plan pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a three-year period, the "2021 Stock Repurchase Plan." |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Jun. 16, 2023 | |
Immediately | ||
Issuance of stock (in shares) | 150,000 | |
Repurchased Plan | Class C | ||
Stock repurchase (in shares) | 1,500,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash flows from operating activities: | |||
Net (loss) income | $ (4,641) | $ 7,660 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 9,779 | 9,079 | |
Amortization of deferred financing costs | 949 | 855 | |
Non-cash lease expense (income) | 52 | (251) | |
Net deferred taxes and other | (8,473) | 2,314 | |
Provision for doubtful accounts | 2,564 | 494 | |
Stock-based compensation expense | 3,878 | 1,708 | |
Gain on repurchases of debt | (819) | (108) | |
Trade activity, net | (1,008) | (1,773) | |
Impairment of intangible assets, investments and long-lived assets | 34,727 | 9,897 | |
Realized gain on sale of digital assets | (839) | 0 | |
Gain on sale of investment | (5,210) | 0 | |
Unrealized (gain) loss on investment | (112) | 2,172 | |
Content rights acquired | 0 | (19,320) | |
Amortization of content rights | 2,422 | 1,952 | |
Change in content rights liabilities | (659) | 18,278 | |
Other | (596) | (283) | |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (3,453) | (5,984) | |
Prepaid expenses and other assets | 4,548 | (507) | |
Accounts payable | 625 | 1,401 | |
Accrued expenses | (1,946) | (3,917) | |
Accrued interest | (367) | (556) | |
Other long-term liabilities | (15) | (106) | |
Net cash provided by operating activities | 31,406 | 23,005 | |
Cash flows from investing activities: | |||
Payment for acquisition | 0 | (18,419) | |
Purchase of property and equipment | (7,136) | (7,627) | |
Purchase of investments | 0 | (100) | |
Purchase of digital assets | 0 | (4,997) | |
Proceeds from sale of digital assets | 2,975 | 0 | |
Proceeds from insurance recoveries | 372 | 11 | |
Proceeds from sale of assets and investment related transactions | 6,196 | 639 | |
Net cash provided by (used in) investing activities | 2,407 | (30,493) | |
Cash flows from financing activities: | |||
Repurchases of 2026 Notes | (11,966) | (18,850) | |
Dividend payments | (3,240) | 0 | |
Proceeds from stock options exercised | 4,308 | 759 | |
Withholdings for shares issued under the ESPP | 430 | 0 | |
Repurchases of stock | (15,572) | (225) | |
Cash distribution to non-controlling interests | (1,499) | (1,820) | |
Repayments of capitalized obligations | (90) | (56) | |
Net cash (used in) financing activities | (27,629) | (20,192) | |
Cash and cash equivalents and restricted cash: | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 6,184 | (27,680) | |
Beginning of period | 43,913 | 50,999 | |
End of period | 50,097 | 23,319 | |
Cash payments: | |||
Interest | 19,054 | 19,508 | |
Income taxes | 817 | 859 | |
Supplemental Disclosure of Non-cash Activities: | |||
Dividends declared, but not paid during the period | 3,148 | 0 | |
Investments acquired in exchange for advertising | [1] | 0 | 1,500 |
Property and equipment acquired in exchange for advertising | [1] | 253 | 519 |
Accrued capital expenditures | 114 | 1,517 | |
Supplemental Disclosure of Cash Flow Information relating to Leases: | |||
Cash paid for amounts included in the measurement of operating lease liabilities, included in operating cash flows | 5,958 | 5,036 | |
Right-of-use assets obtained in exchange for operating lease obligations | 3,593 | 5,211 | |
Reconciliation of cash, cash equivalents and restricted cash | |||
Cash and cash equivalents | 49,598 | 22,825 | |
Restricted cash | 499 | 494 | |
Cash, cash equivalents, and restricted cash | $ 50,097 | $ 23,319 | |
[1]Represents total advertising services provided by the Company in exchange for property and equipment and equity interests acquired during each of the six months ended June 30, 2023 and 2022, respectively. |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Description of the Business Townsquare is a community-focused digital media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our integrated and diversified products and solutions enable local, regional and national advertisers to target audiences across multiple platforms, including digital, mobile, social, video, streaming, e-commerce, radio and events. Our assets include a subscription digital marketing services business (“Townsquare Interactive”), providing website design, creation and hosting, search engine optimization, social platforms and online reputation management for approximately 27,400 small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 356 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com , WJON.com and NJ101.5.com , and premier national music brands such as XXLmag.com , TasteofCountry.com , UltimateClassicRock.com , and Loudwire.com . Current economic challenges, including high and sustained inflation, rising interest rates, and supply chain disruptions have caused and could continue to cause economic uncertainty and volatility. These factors could result in advertising and subscription digital marketing solutions cancellations, declines in the purchase of new advertising by our clients, declines in the addition of new digital marketing solutions subscribers, and increases to our operating expenses. We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures. The extent of the impact of current economic conditions will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence (including effects on advertising activity, consumer discretionary spending and our employees in the markets in which we operate). Basis of Presentation The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included in the Company's Annual Report on Form 10-K (the "2022 Annual Report on Form 10-K"). The accompanying unaudited interim Consolidated Financial Statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. All adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations and financial condition as of the end of the interim periods have been included. The results of operations for the three and six months ended June 30, 2023, cash flows for the six months ended June 30, 2023, and the Company’s financial condition as of such date are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2023. The Consolidated Balance Sheet as of December 31, 2022 is derived from the audited Consolidated Financial Statements at that date. The presentation of immaterial amounts of broadcast and digital advertising revenue previously reported in the Other category for the three and six months ended June 30, 2022 has been reclassified to conform with the current period's presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets and investments, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for credit losses and income taxes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates under different assumptions or conditions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no significant changes in the Company’s accounting policies since December 31, 2022. For the Company's detailed accounting policies please refer to the Consolidated Financial Statements and related notes thereto included in the Company's 2022 Annual Report on Form 10-K. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. The new guidance became effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted the new guidance in the first quarter of 2023. In accordance with the guidance described above, the Company maintains an allowance for credit losses, which represents the portion of accounts receivable that is not expected to be collected over the duration of its contractual life. Credit losses are recorded when the Company believes a customer, or group of customers, may not be able to meet their financial obligations. A considerable amount of judgment is required in determining expected credit losses. Relevant factors include prior collection history with customers, the related aging of past due balances, projections of credit losses based on historical trends or past events, and the consideration of forecasts of future economic conditions. Allowances for credit losses are based on facts available and are re-evaluated and adjusted on a regular basis. Negative macroeconomic trends could result in an increase in credit losses if delays in the payment of outstanding receivables are observed or if future economic conditions differ from those considered in our forecasts. The adoption of this standard did not have a significant impact on the Consolidated Financial Statements. The change in the allowance for credit losses for the six months ended June 30, 2023 was as follows (in thousands): Balance at December 31, 2022 $ 5,946 Provision for credit losses 2,564 Amounts written off against allowance, net of recoveries (3,003) Balance at June 30, 2023 $ 5,507 Recently Issued Standards That Have Not Yet Been Adopted There were no new accounting pronouncements issued during the three and six months ended June 30, 2023 that are expected to have a material impact on the Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands) for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Net Revenue (ex Political) $ 21,268 $ 41,080 $ 53,361 $ 5,117 $ 120,826 $ 22,983 $ 37,021 $ 55,636 $ 4,768 $ 120,408 Political — 46 359 — 405 — 151 1,365 — 1,516 Net Revenue $ 21,268 $ 41,126 $ 53,720 $ 5,117 $ 121,231 $ 22,983 $ 37,172 $ 57,001 $ 4,768 $ 121,924 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Net Revenue (ex Political) $ 42,829 $ 74,772 $ 99,086 $ 7,036 $ 223,723 $ 44,833 $ 66,193 $ 103,476 $ 5,716 $ 220,218 Political — 61 557 — 618 — 197 1,751 — 1,948 Net Revenue $ 42,829 $ 74,833 $ 99,643 $ 7,036 $ 224,341 $ 44,833 $ 66,390 $ 105,227 $ 5,716 $ 222,166 Revenue from contracts with customers is recognized as an obligation until the terms of a customer contract are satisfied; generally this occurs with the transfer of control as we satisfy contractual performance obligations over time. Our contractual performance obligations include the performance of digital marketing solutions, placement of internet-based advertising campaigns, broadcast of commercials on our owned and operated radio stations, and the operation of live events. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are at a fixed price at inception and do not include any variable consideration or financing components by normal course of business practice. Sales, value add, and other taxes that are collected concurrently with revenue producing activities, are excluded from revenue. The primary sources of net revenue are the sale of digital and broadcast advertising solutions on our owned and operated websites, radio stations’ online streams and mobile applications, radio stations, and on third-party websites through our in-house digital programmatic advertising platform. Through our digital programmatic advertising platform, we are able to hyper-target audiences for our local, regional and national advertisers by combining first and third-party audience and geographic location data, providing them the ability to reach a high percentage of their online audience. We deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We also offer subscription digital marketing solutions under the brand name Townsquare Interactive to small and mid-sized local and regional businesses in markets outside the top 50 across the United States, including the markets in which we operate radio stations. Townsquare Interactive offers traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, social media management, and website retargeting. Political net revenue includes the sale of advertising for political advertisers. Contracted performance obligations under political contracts consist of the broadcast and placement of digital advertisements. Management views political revenue separately based on the episodic nature of election cycles and local issues calendars. Net revenue for digital and broadcast advertisements are recognized as the contractual performance obligations for Townsquare services are satisfied. We measure progress towards the satisfaction of our contractual performance obligations in accordance with the contractual arrangement. We recognize the associated contractual revenue as delivery takes place and the right to invoice for services performed is met. Our advertising contracts are short-term (less than one year) and payment terms are generally net 30-60 days for traditional customer contracts and net 60-90 days for national agency customer contracts. Our billing practice is to invoice customers on a monthly basis for services delivered to date (representing the right to invoice). Our contractual arrangements do not include rights of return and do not include any significant judgments by nature of the products and services. Net revenue from digital subscription-based contractual performance obligations is recognized ratably over time as our performance obligations are satisfied. Subscription-based service fees are typically billed in advance of the month of service at a fixed monthly fee that is contractually agreed upon at contract inception. The measure of progress in such arrangements is the number of days of successful delivery of the contracted service. For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for advertising placed on Townsquare properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through agency relationships in which revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies. The following tables provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): June 30, 2023 December 31, Accounts Receivable $ 62,537 $ 61,234 Short-term contract liabilities (deferred revenue) $ 10,058 $ 10,669 Contract Acquisition Costs $ 6,408 $ 6,348 We receive payments from customers based upon contractual billing schedules; contract receivables are recognized in the period the Company provides services when the Company’s right to consideration is unconditional. Payment terms vary by the type and location of our customer and the products or services offered. Payment terms for amounts invoiced are typically net 30-60 days. Our contract liabilities include cash payments received or due in advance of satisfying our performance obligations and digital subscriptions in which payment is received in advance of the service and month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. As of June 30, 2023, and December 31, 2022, the balance in the contract liabilities was $10.1 million and $10.7 million, respectively. The decrease in the contract liabilities balance at June 30, 2023 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $1.2 million and $8.5 million of recognized revenue for the three and six months ended June 30, 2023. For the three and six months ended June 30, 2022, we recognized $1.3 million and $7.7 million of revenue that was previously included in our deferred revenue balance. No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the three and six months ended June 30, 2023. Our capitalized contract acquisition costs include amounts related to sales commissions paid for signed contracts with perceived durations exceeding one year. We defer the related sales commission costs and amortize such costs to expense in a manner that is consistent with how the related revenue is recognized over the duration of the related contracts. We have evaluated the average customer contract duration (initial term and any renewals) to determine the appropriate amortization period for these contractual arrangements. Capitalized contract acquisition costs are recognized in prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of June 30, 2023 and December 31, 2022, we had a balance of $6.4 million and $6.3 million, respectively, in capitalized contract acquisition costs and recognized $1.7 million and $3.3 million of amortization for the three and six months ended June 30, 2023, respectively. For the three and six months ended June 30, 2022, we recognized $1.2 million and $2.4 million of amortization, respectively. No impairment losses have been recognized or changes made to the time frame for performance of the obligations related to deferred contract assets during the three and six months ended June 30, 2023 and 2022. Arrangements with Multiple Performance Obligations In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined. Performance Obligations |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions and Divestitures On June 17, 2022, the Company acquired Cherry Creek Broadcasting LLC (“Cherry Creek”) for a cash purchase price of $18.5 million, net of closing adjustments. The purchase price was in excess of the fair value of net assets acquired, resulting in the recognition of goodwill. The Company finalized the allocation of the purchase price for Cherry Creek during the three months ended March 31, 2023. The table below summarizes the Cherry Creek purchase price allocation. The measurement period adjustments below reflect changes from the preliminary purchase acquisition date fair values of major classes of net assets acquired (in thousands): Amounts recognized at June 17, 2022 Measurement Period Adjustments Amounts recognized at March 31, 2023 Net tangible assets acquired $ 1,366 $ 4,694 $ 6,060 Intangible assets, net 8,676 187 8,863 Goodwill 8,377 (4,843) 3,534 Total Purchase Price $ 18,419 $ 38 $ 18,457 The intangible assets acquired based on the estimate of the fair values of the identifiable intangible assets are as follows: Amounts recognized at March 31, 2023 Remaining Useful Life at June 17, 2022 Customer relationships $ 5,007 10 FCC licenses 2,889 Indefinite Content Rights 642 7 Other intangibles 325 3 Total Acquired Intangible Assets $ 8,863 The estimate of the fair value of the customer relationships acquired in the Cherry Creek acquisition were determined using a risk-adjusted discounted cash flow model, specifically, the excess earnings method which considers the use of other assets in the generation of the projected cash flows of a specific asset to isolate the economic benefit generated by the customer relationships. The contribution of other assets, such as fixed assets, working capital and workforce, to overall cash flows was estimated through contributory asset capital charges. Therefore, the value of the acquired customer relationship is the present value of the attributed post-tax cash flows, net of the return on fair value attributed to tangible and other intangible assets. The estimate of the fair value of the FCC licenses acquired in the Cherry Creek acquisition were determined utilizing observable market based transactions of similar broadcast licenses and their estimated replacement values. Goodwill totaling $3.5 million represents the excess of the Cherry Creek purchase price over the fair value of net assets acquired, representing future economic benefits that are expected to be achieved as a result of the acquisition, and is included in the Broadcast Advertising and Digital Advertising segments. The Company believes the acquisition of Cherry Creek, which includes a portfolio of local media brands, will further its goal of becoming the number one local media company in markets outside of the Top 50 in the United States. In addition, the acquisition provides an opportunity to bring our digital assets and solutions to the Cherry Creek markets and accelerate their digital growth with our Digital First strategy. Goodwill generated from the Cherry Creek acquisition is deductible for income tax purposes. The results of Cherry Creek's operations have been included in our Consolidated Financial Statements, following the closing of the acquisition on June 17, 2022. Pro forma information has not been presented because the effect of the acquisition is not material. Simultaneously, due to FCC ownership limitations, the Company sold six radio stations in Missoula, MT for an immaterial amount and placed one radio station in Tri-Cities, WA in a divestiture trust. On July 19, 2022, the Company acquired a radio station in Tri-Cities, WA for an immaterial amount. During the three and six months ended June 30, 2023, the Company sold assets associated with a radio broadcast station in Texarkana, TX for an immaterial amount. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Land and improvements $ 19,260 $ 19,966 Buildings and leasehold improvements 58,517 57,386 Broadcast equipment 109,874 108,057 Computer and office equipment 24,646 24,211 Furniture and fixtures 22,934 22,968 Transportation equipment 20,258 20,703 Software development costs 42,254 39,489 Total property and equipment, gross 297,743 292,780 Less accumulated depreciation and amortization (186,638) (178,934) Total property and equipment, net $ 111,105 $ 113,846 Depreciation and amortization expense for property and equipment was $4.2 million and $4.0 million for the three months ended June 30, 2023 and 2022, respectively, and $8.6 million and $8.5 million for the six months ended June 30, 2023 and 2022, respectively. During the three and six months ended June 30, 2023, the Company recognized a total of $0.2 million and $0.4 million in impairment charges, respectively, related to the intended sale of land and building in Battle Creek, MI and for certain long-lived assets, that were sold for immaterial amounts in five local markets. During the three and six months ended June 30, 2023, the Company recognized an $0.3 million impairment charge to right of use assets associated with the abandonment of a portion of leased office space in Purchase, NY. During the three months ended June 30, 2022, the Company entered into an agreement to sell land and a building in Quincy-Hannibal, IL. The Company recognized $0.8 million in impairment charges related to the agreement. The Company had no material right of use assets related to its finance leases as of June 30, 2023 and December 31, 2022. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Indefinite-lived intangible assets Indefinite-lived assets consist of FCC broadcast licenses, goodwill and investment in digital assets. FCC Broadcast Licenses FCC licenses represent a substantial portion of the Company’s total assets. The FCC licenses are renewable in the ordinary course of business, generally for a maximum of eight years. The fair value of FCC licenses is primarily dependent on the future cash flows of the radio markets and other assumptions, including, but not limited to, forecasted revenue growth rates, profit margins and a risk-adjusted discount rate. The Company has selected December 31 st as the annual testing date. The Company evaluates its FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to increases in the weighted average cost of capital and changes in forecasted traditional broadcast revenue in the markets in which we operate, the Company quantitatively evaluated the fair value of its FCC licenses at June 30 and March 31, 2023. The key assumptions used in applying the direct valuation method are summarized as follows: June 30, 2023 Discount Rate 13.5% Long-term Revenue Growth Rate 0.0% Low High Mature Market Share* 20.8% 75.0% Operating Profit Margin 20.0% 47.0% March 31, 2023 Discount Rate 12.2% Long-term Revenue Growth Rate 0.0% Low High Mature Market Share* 21.7% 75.0% Operating Profit Margin 20.0% 47.0% * Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized. Based on the results of interim impairment assessments of our FCC licenses, as of June 30, 2023 we incurred impairment charges of $16.6 million and $24.8 million for the three and six months ended June 30, 2023, respectively, for FCC licenses in 20 of our 74 local markets. The impairment charges were primarily driven by increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital and decreases in third-party forecasts of broadcast revenues. The Company recorded an impairment charge of $5.2 million for FCC licenses in 6 of our 74 local markets for the three and six months ended June 30, 2022. Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 50-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $17.4 million which would have resulted in an additional impairment charge of $8.1 million as of June 30, 2023. Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $20.9 million which would have resulted in a further impairment charge of $11.1 million as of June 30, 2023. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast radio operations. In the event broadcast radio revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material. Goodwill For goodwill impairment testing, the Company has selected December 31 st as the annual testing date. I n addition to the annual impairment test, the Company regularly assesses whether a triggering event has occurred, which would require interim impairment testing. As of December 31, 2022, the fair values of our Local Markets, National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive and Live Events reporting units were in excess of their respective carrying values by approximately 18%, 243%, 90%, 211%, 252%, and 19%, respectively. The Amped reporting unit had no goodwill as of December 31, 2022. The Company considered whether any events have occurred or circumstances have changed from the last quantitative analysis performed as of December 31, 2022 that would indicate that the fair value of the Company's reporting units may be below their carrying amounts. Based on such analysis, the Company determined that there have been no indicators that the fair value of its reporting units may be below their carrying amounts as of June 30, 2023. The following table presents changes in goodwill by segment during the six months ended June 30, 2023: Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Balance at December 31, 2022 $ 77,000 $ 77,687 $ 2,715 $ 3,983 $ 161,385 Cherry Creek measurement period adjustment — — 96 — 96 Balance at June 30, 2023 $ 77,000 $ 77,687 $ 2,811 $ 3,983 $ 161,481 Digital Assets During the first quarter of 2022, the Company invested an aggregate of $5.0 million in digital assets. They were accounted for as indefinite-lived intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other, included as a component of intangible assets, net on the Consolidated Balance Sheet. Any decrease in the digital assets' fair values below our carrying values at any time subsequent to acquisition was recognized as an impairment charge. No upward revisions for any market price increases were recognized. In early March 2023, the Company sold its digital assets with a carrying value of $2.1 million, recognizing a gain on the sale of $0.8 million during the six months ended June 30, 2023, included as a component of Other (income) expense, net on the Consolidated Statements of Operations. During the three and six months ended June 30, 2022, the Company recorded $2.2 million and $2.6 million, respectively, in impairment losses due to changes in the fair value of the Company's digital assets observed during the period. Definite-lived intangible assets The Company’s definite-lived intangible assets were acquired primarily in various acquisitions as well as in connection with the acquisition of software and music licenses. The following tables present details of our intangible assets as of June 30, 2023 and December 31, 2022, respectively (in thousands): June 30, 2023 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 227,318 $ — $ 227,318 Content rights and other intangible assets 1 - 9 34,940 (16,036) 18,904 Total $ 262,258 $ (16,036) $ 246,222 December 31, 2022 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 252,110 $ — $ 252,110 Digital assets Indefinite 2,136 — 2,136 Content rights and other intangible assets 1 - 10 37,092 (14,500) 22,592 Total $ 291,338 $ (14,500) $ 276,838 Amortization of definite-lived intangible assets was $1.8 million and $1.4 million for the three months ended June 30, 2023 and 2022, respectively and $3.6 million and $2.5 million for the six months ended June 30, 2023 and 2022, respectively. Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of June 30, 2023 is as follows (in thousands): 2023 (remainder) $ 3,507 2024 6,017 2025 2,304 2026 2,108 2027 1,978 Thereafter 2,990 $ 18,904 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Long-term investments consist of minority holdings in various companies. As management does not exercise significant influence over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of equity securities is based upon an estimate of market value at the time of investment, or upon a combination of valuation analyses using both observable and unobservable inputs categorized as Level 2 and Level 3 within the ASC 820 framework. In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as their fair values are not readily determinable and the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company would adjust the then current carrying values of the related investment. Additionally, the Company evaluates its investments for any indicators of impairment. Equity securities measured at cost minus impairment During the three and six months ended June 30, 2023, the Company recorded a $9.2 million impairment charge for an existing investment based on the implied fair value of the investee, as the Company became aware of objective evidence to indicate that the fair value of its investment was below its carrying amount. During the three months ended June 30, 2022, the Company recorded a $1.2 million impairment charge for an existing investee based on the implied fair value of the investee as a result of a private transaction. On April 12, 2023, one of the Company's investees was acquired as a result of a private transaction. The Company recognized a $5.2 million gain on the transaction, based on total consideration received in the amount of $6.0 million. Equity securities measured at fair value On July 2, 2021, one of the Company's investees completed its registration with the SEC and became a publicly traded company. Based on the market price of the investee's common stock as of June 30, 2023, the fair value of the Company's investment in the common stock of the investee was approximately $1.3 million. As a result, the Company recorded an unrealized gain of $0.2 million and $0.1 million, during the three and six months ended June 30, 2023, respectively. During the three and six months ended June 30, 2022, the Company recorded an unrealized loss of $0.7 million and $2.2 million, respectively, as a result of changes in the fair value of the investee's common stock. Unrealized gains and losses are included as a component of other expense (income) on the Unaudited Consolidated Financial Statements. The market price of the investee's common stock is categorized as Level 1 within the ASC 820 framework. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Total debt outstanding is summarized as follows (in thousands): June 30, December 31, 2026 Notes $ 517,835 $ 530,766 Deferred financing costs (5,229) (6,324) Total long-term debt $ 512,606 $ 524,442 During the six months ended June 30, 2023, the Company voluntarily repurchased an aggregate $12.9 million principal amount of its 2026 Notes below par, plus accrued interest. The Company wrote-off approximately $0.1 million of unamortized deferred financing costs, recognizing a $44.0 thousand and $0.8 million net gain for three and six months ended June 30, 2023, respectively. The repurchased notes were canceled by the Company. The 2026 Notes indenture contains certain covenants that may limit, among other things, our ability to; incur additional indebtedness, declare or pay dividends, redeem stock, transfer or sell assets, make investments or agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company. Certain of these covenants will be suspended if the 2026 Notes are assigned an investment grade rating by Standard & Poor’s Investors Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings, Inc. and no event of default has occurred and is continuing. The Company was in compliance with its covenants under the 2026 Notes indenture as of June 30, 2023. As of June 30, 2023, based on available market information, the estimated fair value of the 2026 Notes was $495.2 million. The Company used Level 2 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820). Annual maturities of the Company's long-term debt as of June 30, 2023 are as follows (in thousands): 2023 (remainder) $ — 2024 — 2025 — 2026 517,835 2027 — Thereafter — $ 517,835 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective tax rate for the three months ended June 30, 2023 and 2022 was approximately 70.7% and 19.7%, respectively. The Company's effective tax rate for the six months ended June 30, 2023 and 2022 was approximately 63.6% and 25.8%, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2023 is primarily driven by certain non-deductible expenses and increases in the valuation allowance for deferred tax assets . The effective tax rate may vary significantly from period to period, and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stock Options During the six months ended June 30, 2023, the Company granted 217,547 and 750,000 options with grant date fair values of $2.47 to $3.07 and $2.05 to $2.14, respectively. The options contain market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a specified period and continued employment through the performance period each as observed and summarized below, respectively: VWAP over the last 20 trading days of the three-year performance period VWAP over 30 consecutive trading days of the seven-year performance period VWAP Number of Shares that Vest VWAP Number of Shares that Vest $8.74 65,147 $11.00 250,000 $10.75 71,429 $14.00 250,000 $13.05 80,971 $17.00 250,000 217,547 750,000 No portion of the grants will vest unless the VWAP targets are achieved during the respective performance periods. The Company also granted 168,067 and 1,343,000 options with grant date fair values of $3.99 and $3.97, respectively. The options have three-year and four-year vesting periods, respectively, each with ten-year terms. The grant date fair value of stock options with market conditions is estimated using the Monte Carlo option pricing model, while stock options containing only service conditions is estimated using the Black-Scholes option pricing model. Each model requires an estimate of the expected term of the option, the expected volatility of the Company’s common stock price, dividend yield and the risk-free interest rate. The below table summarizes the assumptions used to estimate the fair value of the equity options granted: Monte Carlo Model Black-Scholes Model Expected volatility 50.0 % 51% - 52% Expected term 5 - 7 years 6.01 - 6.38 years Risk free interest rate 3.43% - 3.74% 3.42% - 4.02% Expected dividend yield 0% - 9.15% 0.0 % For options only containing service conditions, the expected term was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award, due to the lack of sufficient and meaningful historical exercise data. For options with market-based conditions, the expected term was estimated based on when the options are expected to be exercised. The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option. On March 6, 2023, the board of directors approved a quarterly dividend of $0.1875 per share for holders of record as of March 27, 2023. Thus, for options with grant dates prior to March 6, 2023, the expected dividend yield was 0%. The following table summarizes option activity for the six months ended June 30, 2023: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 9,478,698 $ 7.80 4.62 $ 2,798 Granted - service conditions 1,511,067 7.30 Granted - market conditions 967,547 7.93 Exercised (556,121) 7.75 1,483 Forfeited and expired (37,257) 7.48 Outstanding at June 30, 2023 11,363,934 $ 7.75 5.24 $ 47,264 Exercisable at June 30, 2023 6,748,883 $ 8.03 2.97 $ 26,173 The maximum contractual term of stock options is 10 years. Restricted Stock Awards During the six months ended June 30, 2023, the Company granted 68,876 shares to non-employee directors with a vesting period of one year, and 13,387 shares with a vesting period of three years. The grant date fair value of the grants were $7.55 and $7.47 per share, respectively. The fair value of the restricted stock awards is equal to the closing share price on the date of grant. The following table summarizes restricted stock activity for the six months ended June 30, 2023: Number of Shares Weighted Average Fair Value Non-vested balance at January 1, 2023 93,181 $ 9.63 Shares granted 82,263 7.54 Shares vested (62,979) 9.52 Non-vested balance at June 30, 2023 112,465 $ 8.16 Restricted Stock Units The following table summarizes restricted stock unit activity for the six months ended June 30, 2023: Number of Shares Weighted Average Fair Value Non-vested balance at January 1, 2023 — $ — Shares granted - service conditions 218,543 7.55 Shares granted - market conditions 218,543 4.21 Shares vested — — Non-vested balance at June 30, 2023 437,086 $ 5.88 During the six months ended June 30, 2023, the Company granted 218,543 stock units with a vesting period of three years and a grant date fair value of $7.55 per share. The fair value of the restricted stock awards is equal to the closing share price on the date of grant. During the six months ended June 30, 2023, the Company granted 218,543 restricted stock units with a vesting period of three-years and grant date fair values of $3.51 to $4.91. The stock units contain market conditions whereby the stock units will vest subject to the achievement of a specified volume weighted average trading price ("VWAP"), subject to continued employment or service through the end of the performance period as observed and summarized below: VWAP over the last 20 trading days of the three-year performance period VWAP Number of Shares that Vest $8.74 72,840 $10.75 72,840 $13.05 72,863 The grant date fair value of the restricted stock units with market conditions is estimated using the Monte Carlo option pricing model. The below table summarizes the assumptions used to estimate the fair value of the restricted stock units granted: Monte Carlo Model Expected volatility 50.0% Risk free interest rate 3.72% Expected dividend yield 0.0% The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the vesting period of the restricted stock units. Employee Stock Purchase Plan During the six months ended June 30, 2023, a total of 65,732 shares of Class A common stock were issued under the 2021 Employee Stock Purchase Plan (the "ESPP"). For the three months ended June 30, 2023 and 2022, the Company recognized approximately $2.1 million and $0.8 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. For the six months ended June 30, 2023 and 2022, the Company recognized approximately $3.9 million and $1.7 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. As of June 30, 2023, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $12.1 million and $2.7 million, respectively, and is expected to be recognized over a weighted average period of 2.5 years and 2.3 years respectively. Dividends Declared and Paid On August 7, 2023 the board of directors approved a dividend of $0.1875 per share. The dividend will be paid to holders of record as of October 2, 2023 on November 1, 2023. On May 5, 2023 the board of directors approved a dividend of $0.1875 per share. The dividend was payable to holders of record as of June 30, 2023. The dividend of $3.0 million was paid on August 1, 2023. Stock Repurchase Agreement On June 16, 2023, the Company entered into a stock repurchase agreement with MSG National Properties, LLC (“MSG”) to repurchase 1.5 million shares of the Company’s Class C common stock. Total consideration paid in the aggregate amount of $14.6 million, or $9.70 per share, are reflected as a reduction in capital during the three months ended June 30, 2023. The shares were retired upon repurchase. Following this transaction, MSG owned 1,708,139 shares of Common Stock in the Company (comprising 583,139 shares of Class A Common Stock and 1,125,000 shares of Class C Common Stock). Stock Repurchase Plan On December 16, 2021, the Board of Directors approved a stock repurchase plan, pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a thirty-six month period (the "2021 Stock Repurchase Plan"). Repurchases of common stock under the repurchase plan may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, available borrowings or proceeds from potential debt or other capital markets sources. During the six months ended June 30, 2023 a total of 89,568 shares were repurchased. As of June 30, 2023, a total of 115,191 shares were repurchased under the 2021 Stock Repurchase Plan. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Basic earnings per common share (“EPS”) is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. Stock-based compensation awards that are out-of-the-money and stock options and restricted stock units in which the market-based performance criteria have not been met as of the end of the respective reporting period are omitted from the calculation of Diluted EPS. The following table sets forth the computations of basic and diluted net (loss) income per share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share data): Three Months Ended Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net (loss) income $ (2,700) $ 4,919 $ (4,641) $ 7,660 Net income from non-controlling interest 500 525 980 1,042 Net (loss) income attributable to controlling interest $ (3,200) $ 4,394 $ (5,621) $ 6,618 Denominator: Weighted average shares of common stock outstanding 17,221 16,986 17,212 16,891 Effect of dilutive common stock equivalents — 1,709 — 2,286 Weighted average diluted common shares outstanding 17,221 18,695 17,212 19,177 Basic (loss) income per share $ (0.19) $ 0.26 $ (0.33) $ 0.39 Diluted (loss) income per share $ (0.19) $ 0.24 $ (0.33) $ 0.35 The Company had the following dilutive securities that were not included in the computation of diluted net (loss) income per share as they were considered anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 10,247 45 9,987 45 Stock options with unsatisfied market conditions 1,511 — 1,192 — Restricted stock units 219 — 198 — Restricted stock units with unsatisfied market conditions 219 — 198 — Restricted stock awards 112 8 117 — Shares expected to be issued under the 2021 Employee Stock Purchase Plan 35 — 41 — |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are organized internally by type of products and services provided. Based on the information reviewed by the Company's CEO in his capacity as Chief Operating Decision Maker ("CODM"), the Company has identified three segments: Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The remainder of our business is reported in the Other category. The Company operates in one geographic area. The Company's assets and liabilities are managed within markets outside the top 50 across the United States where the Company conducts its business and are reported internally in the same manner as the Consolidated Financial Statements; thus, no additional information regarding assets and liabilities of the Company’s reportable segments is produced for the Company's CEO or included in these Consolidated Financial Statements. Intangible assets consist principally of FCC broadcast licenses and other definite-lived intangible assets and primarily support the Company’s Broadcast Advertising segment. For further information see Note 6, Goodwill and Other Intangible Assets . The Company does not have any material inter-segment sales. The Company's management evaluates segment operating income (loss), which excludes unallocated corporate expenses and the impact of certain items that are not directly attributable to the reportable segments' underlying operating performance, and primarily includes expenses related to corporate stewardship and administration activities, transaction related costs and non-cash impairment charges. The following tables present the Company's reportable segment results for the three months ended June 30, 2023 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 21,268 $ 41,126 $ 53,720 $ 5,117 $ — $ 121,231 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 15,243 26,782 38,983 4,646 — 85,654 Depreciation and amortization 327 168 3,382 33 925 4,835 Corporate expenses — — — — 6,962 6,962 Stock-based compensation 151 70 218 4 1,663 2,106 Transaction and business realignment costs — — 167 — 144 311 Impairment of intangible assets, investments and long-lived assets — — 16,743 — 9,497 26,240 Net gain on sale and retirement of assets — — (49) — — (49) Operating income (loss) $ 5,547 $ 14,106 $ (5,724) $ 434 $ (19,191) $ (4,828) The following table presents the Company's reportable segment results for the three months ended June 30, 2022 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 22,983 $ 37,172 $ 57,001 $ 4,768 $ — $ 121,924 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 16,293 26,102 37,544 3,894 — 83,833 Depreciation and amortization 313 145 3,157 49 650 4,314 Corporate expenses — — — — 5,739 5,739 Stock-based compensation 133 15 84 3 604 839 Transaction and business realignment costs — — — 6 818 824 Impairment of intangible assets, investments and long-lived assets — — 5,951 — 3,468 9,419 Net loss on sale and retirement of assets — — 89 — — 89 Operating income (loss) $ 6,244 $ 10,910 $ 10,176 $ 816 $ (11,279) $ 16,867 The following tables present the Company's reportable segment results for the six months ended June 30, 2023 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 42,829 $ 74,833 $ 99,643 $ 7,036 $ — $ 224,341 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 31,205 50,395 76,348 6,030 — 163,978 Depreciation and amortization 655 332 6,982 69 1,741 9,779 Corporate expenses — — — — 12,307 12,307 Stock-based compensation 279 115 382 6 3,096 3,878 Transaction and business realignment costs — — 360 11 232 603 Impairment of intangible assets, investments and long-lived assets — — 25,230 — 9,497 34,727 Net gain on sale and retirement of assets — — (341) — — (341) Operating income (loss) $ 10,690 $ 23,991 $ (9,318) $ 920 $ (26,873) $ (590) The following tables present the Company's reportable segment results for the six months ended June 30, 2022 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 44,833 $ 66,390 $ 105,227 $ 5,716 $ — $ 222,166 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 31,769 47,109 73,986 4,732 — 157,596 Depreciation and amortization 590 210 6,302 87 1,890 9,079 Corporate expenses — — — — 10,148 10,148 Stock-based compensation 265 30 171 6 1,236 1,708 Transaction and business realignment costs — — — 12 1,264 1,276 Impairment of intangible assets, investments and long-lived assets — — 5,958 120 3,819 9,897 Net gain on sale and retirement of assets — — (183) — (36) (219) Operating income (loss) $ 12,209 $ 19,041 $ 18,993 $ 759 $ (18,321) $ 32,681 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included in the Company's Annual Report on Form 10-K (the "2022 Annual Report on Form 10-K"). The accompanying unaudited interim Consolidated Financial Statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. All adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations and financial condition as of the end of the interim periods have been included. The results of operations for the three and six months ended June 30, 2023, cash flows for the six months ended June 30, 2023, and the Company’s financial condition as of such date are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2023. The Consolidated Balance Sheet as of December 31, 2022 is derived from the audited Consolidated Financial Statements at that date. The presentation of immaterial amounts of broadcast and digital advertising revenue previously reported in the Other category for the three and six months ended June 30, 2022 has been reclassified to conform with the current period's presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets and investments, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for credit losses and income taxes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. |
Recently Adopted Accounting Standards and Recently Issued Standards That Have Not Yet Been Adopted | Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. The new guidance became effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted the new guidance in the first quarter of 2023. In accordance with the guidance described above, the Company maintains an allowance for credit losses, which represents the portion of accounts receivable that is not expected to be collected over the duration of its contractual life. Credit losses are recorded when the Company believes a customer, or group of customers, may not be able to meet their financial obligations. A considerable amount of judgment is required in determining expected credit losses. Relevant factors include prior collection history with customers, the related aging of past due balances, projections of credit losses based on historical trends or past events, and the consideration of forecasts of future economic conditions. Allowances for credit losses are based on facts available and are re-evaluated and adjusted on a regular basis. Negative macroeconomic trends could result in an increase in credit losses if delays in the payment of outstanding receivables are observed or if future economic conditions differ from those considered in our forecasts. The adoption of this standard did not have a significant impact on the Consolidated Financial Statements. Recently Issued Standards That Have Not Yet Been Adopted There were no new accounting pronouncements issued during the three and six months ended June 30, 2023 that are expected to have a material impact on the Consolidated Financial Statements. |
Revenue Recognition | The primary sources of net revenue are the sale of digital and broadcast advertising solutions on our owned and operated websites, radio stations’ online streams and mobile applications, radio stations, and on third-party websites through our in-house digital programmatic advertising platform. Through our digital programmatic advertising platform, we are able to hyper-target audiences for our local, regional and national advertisers by combining first and third-party audience and geographic location data, providing them the ability to reach a high percentage of their online audience. We deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We also offer subscription digital marketing solutions under the brand name Townsquare Interactive to small and mid-sized local and regional businesses in markets outside the top 50 across the United States, including the markets in which we operate radio stations. Townsquare Interactive offers traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, social media management, and website retargeting. Political net revenue includes the sale of advertising for political advertisers. Contracted performance obligations under political contracts consist of the broadcast and placement of digital advertisements. Management views political revenue separately based on the episodic nature of election cycles and local issues calendars. Net revenue for digital and broadcast advertisements are recognized as the contractual performance obligations for Townsquare services are satisfied. We measure progress towards the satisfaction of our contractual performance obligations in accordance with the contractual arrangement. We recognize the associated contractual revenue as delivery takes place and the right to invoice for services performed is met. Our advertising contracts are short-term (less than one year) and payment terms are generally net 30-60 days for traditional customer contracts and net 60-90 days for national agency customer contracts. Our billing practice is to invoice customers on a monthly basis for services delivered to date (representing the right to invoice). Our contractual arrangements do not include rights of return and do not include any significant judgments by nature of the products and services. Net revenue from digital subscription-based contractual performance obligations is recognized ratably over time as our performance obligations are satisfied. Subscription-based service fees are typically billed in advance of the month of service at a fixed monthly fee that is contractually agreed upon at contract inception. The measure of progress in such arrangements is the number of days of successful delivery of the contracted service. For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for advertising placed on Townsquare properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through agency relationships in which revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies. Arrangements with Multiple Performance Obligations In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined. Performance Obligations |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of the Change in the Allowance for Doubtful Accounts | The change in the allowance for credit losses for the six months ended June 30, 2023 was as follows (in thousands): Balance at December 31, 2022 $ 5,946 Provision for credit losses 2,564 Amounts written off against allowance, net of recoveries (3,003) Balance at June 30, 2023 $ 5,507 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands) for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Net Revenue (ex Political) $ 21,268 $ 41,080 $ 53,361 $ 5,117 $ 120,826 $ 22,983 $ 37,021 $ 55,636 $ 4,768 $ 120,408 Political — 46 359 — 405 — 151 1,365 — 1,516 Net Revenue $ 21,268 $ 41,126 $ 53,720 $ 5,117 $ 121,231 $ 22,983 $ 37,172 $ 57,001 $ 4,768 $ 121,924 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Net Revenue (ex Political) $ 42,829 $ 74,772 $ 99,086 $ 7,036 $ 223,723 $ 44,833 $ 66,193 $ 103,476 $ 5,716 $ 220,218 Political — 61 557 — 618 — 197 1,751 — 1,948 Net Revenue $ 42,829 $ 74,833 $ 99,643 $ 7,036 $ 224,341 $ 44,833 $ 66,390 $ 105,227 $ 5,716 $ 222,166 |
Schedule of Receivables, Contract Assets and Contract Liabilities from Contracts with Customers | The following tables provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): June 30, 2023 December 31, Accounts Receivable $ 62,537 $ 61,234 Short-term contract liabilities (deferred revenue) $ 10,058 $ 10,669 Contract Acquisition Costs $ 6,408 $ 6,348 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The measurement period adjustments below reflect changes from the preliminary purchase acquisition date fair values of major classes of net assets acquired (in thousands): Amounts recognized at June 17, 2022 Measurement Period Adjustments Amounts recognized at March 31, 2023 Net tangible assets acquired $ 1,366 $ 4,694 $ 6,060 Intangible assets, net 8,676 187 8,863 Goodwill 8,377 (4,843) 3,534 Total Purchase Price $ 18,419 $ 38 $ 18,457 |
Schedule of Intangible Assets Acquired as Part of Asset Acquisition | The intangible assets acquired based on the estimate of the fair values of the identifiable intangible assets are as follows: Amounts recognized at March 31, 2023 Remaining Useful Life at June 17, 2022 Customer relationships $ 5,007 10 FCC licenses 2,889 Indefinite Content Rights 642 7 Other intangibles 325 3 Total Acquired Intangible Assets $ 8,863 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Land and improvements $ 19,260 $ 19,966 Buildings and leasehold improvements 58,517 57,386 Broadcast equipment 109,874 108,057 Computer and office equipment 24,646 24,211 Furniture and fixtures 22,934 22,968 Transportation equipment 20,258 20,703 Software development costs 42,254 39,489 Total property and equipment, gross 297,743 292,780 Less accumulated depreciation and amortization (186,638) (178,934) Total property and equipment, net $ 111,105 $ 113,846 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Assumptions Used in Annual Impairment Assessments | The key assumptions used in applying the direct valuation method are summarized as follows: June 30, 2023 Discount Rate 13.5% Long-term Revenue Growth Rate 0.0% Low High Mature Market Share* 20.8% 75.0% Operating Profit Margin 20.0% 47.0% March 31, 2023 Discount Rate 12.2% Long-term Revenue Growth Rate 0.0% Low High Mature Market Share* 21.7% 75.0% Operating Profit Margin 20.0% 47.0% * Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized. |
Schedule of Goodwill | The following table presents changes in goodwill by segment during the six months ended June 30, 2023: Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Balance at December 31, 2022 $ 77,000 $ 77,687 $ 2,715 $ 3,983 $ 161,385 Cherry Creek measurement period adjustment — — 96 — 96 Balance at June 30, 2023 $ 77,000 $ 77,687 $ 2,811 $ 3,983 $ 161,481 |
Schedule of Finite-Lived Intangible Assets | The following tables present details of our intangible assets as of June 30, 2023 and December 31, 2022, respectively (in thousands): June 30, 2023 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 227,318 $ — $ 227,318 Content rights and other intangible assets 1 - 9 34,940 (16,036) 18,904 Total $ 262,258 $ (16,036) $ 246,222 December 31, 2022 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 252,110 $ — $ 252,110 Digital assets Indefinite 2,136 — 2,136 Content rights and other intangible assets 1 - 10 37,092 (14,500) 22,592 Total $ 291,338 $ (14,500) $ 276,838 |
Schedule of Indefinite-Lived Intangible Assets | The following tables present details of our intangible assets as of June 30, 2023 and December 31, 2022, respectively (in thousands): June 30, 2023 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 227,318 $ — $ 227,318 Content rights and other intangible assets 1 - 9 34,940 (16,036) 18,904 Total $ 262,258 $ (16,036) $ 246,222 December 31, 2022 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 252,110 $ — $ 252,110 Digital assets Indefinite 2,136 — 2,136 Content rights and other intangible assets 1 - 10 37,092 (14,500) 22,592 Total $ 291,338 $ (14,500) $ 276,838 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of June 30, 2023 is as follows (in thousands): 2023 (remainder) $ 3,507 2024 6,017 2025 2,304 2026 2,108 2027 1,978 Thereafter 2,990 $ 18,904 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Total debt outstanding is summarized as follows (in thousands): June 30, December 31, 2026 Notes $ 517,835 $ 530,766 Deferred financing costs (5,229) (6,324) Total long-term debt $ 512,606 $ 524,442 |
Schedule of Annual Maturities of Long-term Debt | Annual maturities of the Company's long-term debt as of June 30, 2023 are as follows (in thousands): 2023 (remainder) $ — 2024 — 2025 — 2026 517,835 2027 — Thereafter — $ 517,835 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award | The options contain market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a specified period and continued employment through the performance period each as observed and summarized below, respectively: VWAP over the last 20 trading days of the three-year performance period VWAP over 30 consecutive trading days of the seven-year performance period VWAP Number of Shares that Vest VWAP Number of Shares that Vest $8.74 65,147 $11.00 250,000 $10.75 71,429 $14.00 250,000 $13.05 80,971 $17.00 250,000 217,547 750,000 VWAP over the last 20 trading days of the three-year performance period VWAP Number of Shares that Vest $8.74 72,840 $10.75 72,840 $13.05 72,863 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | The below table summarizes the assumptions used to estimate the fair value of the equity options granted: Monte Carlo Model Black-Scholes Model Expected volatility 50.0 % 51% - 52% Expected term 5 - 7 years 6.01 - 6.38 years Risk free interest rate 3.43% - 3.74% 3.42% - 4.02% Expected dividend yield 0% - 9.15% 0.0 % Monte Carlo Model Expected volatility 50.0% Risk free interest rate 3.72% Expected dividend yield 0.0% |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes option activity for the six months ended June 30, 2023: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 9,478,698 $ 7.80 4.62 $ 2,798 Granted - service conditions 1,511,067 7.30 Granted - market conditions 967,547 7.93 Exercised (556,121) 7.75 1,483 Forfeited and expired (37,257) 7.48 Outstanding at June 30, 2023 11,363,934 $ 7.75 5.24 $ 47,264 Exercisable at June 30, 2023 6,748,883 $ 8.03 2.97 $ 26,173 The following table summarizes restricted stock unit activity for the six months ended June 30, 2023: Number of Shares Weighted Average Fair Value Non-vested balance at January 1, 2023 — $ — Shares granted - service conditions 218,543 7.55 Shares granted - market conditions 218,543 4.21 Shares vested — — Non-vested balance at June 30, 2023 437,086 $ 5.88 |
Schedule of Nonvested Restricted Stock Shares Activity | The following table summarizes restricted stock activity for the six months ended June 30, 2023: Number of Shares Weighted Average Fair Value Non-vested balance at January 1, 2023 93,181 $ 9.63 Shares granted 82,263 7.54 Shares vested (62,979) 9.52 Non-vested balance at June 30, 2023 112,465 $ 8.16 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following table sets forth the computations of basic and diluted net (loss) income per share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share data): Three Months Ended Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net (loss) income $ (2,700) $ 4,919 $ (4,641) $ 7,660 Net income from non-controlling interest 500 525 980 1,042 Net (loss) income attributable to controlling interest $ (3,200) $ 4,394 $ (5,621) $ 6,618 Denominator: Weighted average shares of common stock outstanding 17,221 16,986 17,212 16,891 Effect of dilutive common stock equivalents — 1,709 — 2,286 Weighted average diluted common shares outstanding 17,221 18,695 17,212 19,177 Basic (loss) income per share $ (0.19) $ 0.26 $ (0.33) $ 0.39 Diluted (loss) income per share $ (0.19) $ 0.24 $ (0.33) $ 0.35 The Company had the following dilutive securities that were not included in the computation of diluted net (loss) income per share as they were considered anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options 10,247 45 9,987 45 Stock options with unsatisfied market conditions 1,511 — 1,192 — Restricted stock units 219 — 198 — Restricted stock units with unsatisfied market conditions 219 — 198 — Restricted stock awards 112 8 117 — Shares expected to be issued under the 2021 Employee Stock Purchase Plan 35 — 41 — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present the Company's reportable segment results for the three months ended June 30, 2023 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 21,268 $ 41,126 $ 53,720 $ 5,117 $ — $ 121,231 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 15,243 26,782 38,983 4,646 — 85,654 Depreciation and amortization 327 168 3,382 33 925 4,835 Corporate expenses — — — — 6,962 6,962 Stock-based compensation 151 70 218 4 1,663 2,106 Transaction and business realignment costs — — 167 — 144 311 Impairment of intangible assets, investments and long-lived assets — — 16,743 — 9,497 26,240 Net gain on sale and retirement of assets — — (49) — — (49) Operating income (loss) $ 5,547 $ 14,106 $ (5,724) $ 434 $ (19,191) $ (4,828) The following table presents the Company's reportable segment results for the three months ended June 30, 2022 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 22,983 $ 37,172 $ 57,001 $ 4,768 $ — $ 121,924 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 16,293 26,102 37,544 3,894 — 83,833 Depreciation and amortization 313 145 3,157 49 650 4,314 Corporate expenses — — — — 5,739 5,739 Stock-based compensation 133 15 84 3 604 839 Transaction and business realignment costs — — — 6 818 824 Impairment of intangible assets, investments and long-lived assets — — 5,951 — 3,468 9,419 Net loss on sale and retirement of assets — — 89 — — 89 Operating income (loss) $ 6,244 $ 10,910 $ 10,176 $ 816 $ (11,279) $ 16,867 The following tables present the Company's reportable segment results for the six months ended June 30, 2023 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 42,829 $ 74,833 $ 99,643 $ 7,036 $ — $ 224,341 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 31,205 50,395 76,348 6,030 — 163,978 Depreciation and amortization 655 332 6,982 69 1,741 9,779 Corporate expenses — — — — 12,307 12,307 Stock-based compensation 279 115 382 6 3,096 3,878 Transaction and business realignment costs — — 360 11 232 603 Impairment of intangible assets, investments and long-lived assets — — 25,230 — 9,497 34,727 Net gain on sale and retirement of assets — — (341) — — (341) Operating income (loss) $ 10,690 $ 23,991 $ (9,318) $ 920 $ (26,873) $ (590) The following tables present the Company's reportable segment results for the six months ended June 30, 2022 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 44,833 $ 66,390 $ 105,227 $ 5,716 $ — $ 222,166 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 31,769 47,109 73,986 4,732 — 157,596 Depreciation and amortization 590 210 6,302 87 1,890 9,079 Corporate expenses — — — — 10,148 10,148 Stock-based compensation 265 30 171 6 1,236 1,708 Transaction and business realignment costs — — — 12 1,264 1,276 Impairment of intangible assets, investments and long-lived assets — — 5,958 120 3,819 9,897 Net gain on sale and retirement of assets — — (183) — (36) (219) Operating income (loss) $ 12,209 $ 19,041 $ 18,993 $ 759 $ (18,321) $ 32,681 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) market business website radio_station | Jun. 30, 2022 USD ($) market | Jun. 30, 2023 USD ($) market business website radio_station | Jun. 30, 2022 USD ($) market | |
Organization and Basis of Presentation [Line Items] | ||||
Number of small and medium sized markets in which entity operates | business | 27,400 | 27,400 | ||
Number of radio stations | radio_station | 356 | 356 | ||
Net revenue | $ 121,231 | $ 121,924 | $ 224,341 | $ 222,166 |
Operating segments | Other | ||||
Organization and Basis of Presentation [Line Items] | ||||
Net revenue | $ 5,117 | 4,768 | $ 7,036 | 5,716 |
Operating segments | As Reported | Other | ||||
Organization and Basis of Presentation [Line Items] | ||||
Net revenue | $ 0 | $ 0 | ||
United States | ||||
Organization and Basis of Presentation [Line Items] | ||||
Number of markets | market | 74 | 74 | 74 | 74 |
Minimum | ||||
Organization and Basis of Presentation [Line Items] | ||||
Number of local websites (more than) | website | 400 | 400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | $ 5,946 |
Provision for credit losses | 2,564 |
Amounts written off against allowance, net of recoveries | (3,003) |
Ending balance | $ 5,507 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 121,231 | $ 121,924 | $ 224,341 | $ 222,166 |
Subscription Digital Marketing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 21,268 | 22,983 | 42,829 | 44,833 |
Digital Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 41,126 | 37,172 | 74,833 | 66,390 |
Broadcast Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 53,720 | 57,001 | 99,643 | 105,227 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 5,117 | 4,768 | 7,036 | 5,716 |
Net Revenue (ex Political) | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 120,826 | 120,408 | 223,723 | 220,218 |
Net Revenue (ex Political) | Subscription Digital Marketing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 21,268 | 22,983 | 42,829 | 44,833 |
Net Revenue (ex Political) | Digital Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 41,080 | 37,021 | 74,772 | 66,193 |
Net Revenue (ex Political) | Broadcast Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 53,361 | 55,636 | 99,086 | 103,476 |
Net Revenue (ex Political) | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 5,117 | 4,768 | 7,036 | 5,716 |
Political | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 405 | 1,516 | 618 | 1,948 |
Political | Subscription Digital Marketing Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Political | Digital Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 46 | 151 | 61 | 197 |
Political | Broadcast Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 359 | 1,365 | 557 | 1,751 |
Political | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Short-term contract liabilities (deferred revenue) | $ 10,058,000 | $ 10,058,000 | $ 10,669,000 | ||
Revenue recognized | 1,200,000 | $ 1,300,000 | 8,500,000 | $ 7,700,000 | |
Deferred costs | 6,408,000 | 6,408,000 | $ 6,348,000 | ||
Recognized amortization | 1,700,000 | 1,200,000 | 3,300,000 | 2,400,000 | |
Impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | |
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Payment terms (in days) | 30 days | ||||
Minimum | Short-term contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Payment terms for local advertising contracts (in days) | 30 days | ||||
Payment terms for national agency advertising contracts (in days) | 60 days | ||||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Payment terms (in days) | 60 days | ||||
Maximum | Short-term contracts | |||||
Disaggregation of Revenue [Line Items] | |||||
Payment terms for local advertising contracts (in days) | 60 days | ||||
Payment terms for national agency advertising contracts (in days) | 90 days |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Receivables, Contract Assets and Contract Liabilities from Contracts (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts Receivable | $ 62,537 | $ 61,234 |
Short-term contract liabilities (deferred revenue) | 10,058 | 10,669 |
Contract Acquisition Costs | $ 6,408 | $ 6,348 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 17, 2022 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 24, 2022 radio_station | |
FCC Broadcast | Disposal Group, Disposed of by Sale, Not Discontinued Operations | MONTANA | |||||
Asset Acquisition, Contingent Consideration [Line Items] | |||||
Number of radio station disposed | radio_station | 6 | ||||
FCC Broadcast | Disposal Group, Disposed of by Sale, Not Discontinued Operations | WASHINGTON | |||||
Asset Acquisition, Contingent Consideration [Line Items] | |||||
Number of radio station disposed | radio_station | 1 | ||||
Cherry Creek Broadcasting LLC | |||||
Asset Acquisition, Contingent Consideration [Line Items] | |||||
Asset acquisition consideration transferred | $ | $ 18,419 | $ 18,457 | $ 18,500 | ||
Asset acquisition, consideration transferred, goodwill | $ | $ 8,377 | $ 3,500 | $ 3,534 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Schedule of Purchase Price Allocation (Details) - Cherry Creek Broadcasting LLC - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 17, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||
Net tangible assets acquired | $ 1,366 | $ 6,060 | ||
Intangible assets, net | 8,676 | 8,863 | ||
Goodwill | 8,377 | $ 3,500 | 3,534 | |
Total Purchase Price | $ 18,419 | 18,457 | $ 18,500 | |
Measurement Period Adjustments | ||||
Business Acquisition [Line Items] | ||||
Net tangible assets acquired | 4,694 | |||
Intangible assets, net | 187 | |||
Goodwill | (4,843) | |||
Total Purchase Price | $ 38 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Fair Value of Identifiable Intangible Asset (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 17, 2022 | |
Business Acquisition [Line Items] | |||
Fair value of intangible assets acquired | $ 8,863 | ||
FCC licenses | |||
Business Acquisition [Line Items] | |||
Fair value of intangible assets acquired | 2,889 | ||
Customer relationships | |||
Business Acquisition [Line Items] | |||
Fair value of intangible assets acquired | $ 5,007 | ||
Finite-lived intangible asset, useful life | 10 years | ||
Content Rights | |||
Business Acquisition [Line Items] | |||
Fair value of intangible assets acquired | 642 | ||
Finite-lived intangible asset, useful life | 7 years | ||
Other intangibles | |||
Business Acquisition [Line Items] | |||
Fair value of intangible assets acquired | $ 325 | ||
Finite-lived intangible asset, useful life | 3 years |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 297,743 | $ 292,780 |
Less accumulated depreciation and amortization | (186,638) | (178,934) |
Total property and equipment, net | 111,105 | 113,846 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 19,260 | 19,966 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 58,517 | 57,386 |
Broadcast equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 109,874 | 108,057 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 24,646 | 24,211 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 22,934 | 22,968 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 20,258 | 20,703 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 42,254 | $ 39,489 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) market | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 4,200,000 | $ 4,000,000 | $ 8,600,000 | $ 8,500,000 | |
Impairment charge to operating lease right-of-use assets | 300,000 | 300,000 | |||
Finance lease, right-of-use asset | 0 | 0 | $ 0 | ||
Battle Creek, MI | Discontinued Operations, Disposed of by Sale | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment charges to long-lived assets | $ 200,000 | $ 400,000 | |||
Number of local markets | market | 5 | ||||
Quincy Hannibal, IL | Disposal Group, Held-for-Sale, Not Discontinued Operations | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment on assets of the disposal group | $ 800,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 USD ($) market | Jun. 30, 2022 USD ($) market | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) market | Jun. 30, 2022 USD ($) market | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment charge | $ 16,600,000 | $ 5,200,000 | $ 24,800,000 | $ 5,200,000 | |||
Number of local markets with impairment charge incurred | market | 20 | 6 | 20 | 6 | |||
Goodwill | $ 161,481,000 | $ 161,481,000 | $ 161,385,000 | ||||
Digital assets | $ 2,100,000 | ||||||
Digital assets, impairment charges | $ 2,200,000 | $ 2,600,000 | |||||
Amortization of intangible assets | $ 1,800,000 | $ 1,400,000 | $ 3,600,000 | $ 2,500,000 | |||
Local Markets | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Fair value in excess of carrying amount percentage | 18% | ||||||
National Digital | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Fair value in excess of carrying amount percentage | 243% | ||||||
Townsquare Ignite | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Fair value in excess of carrying amount percentage | 90% | ||||||
Analytical Services | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Fair value in excess of carrying amount percentage | 211% | ||||||
Broadcast Advertising | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Fair value in excess of carrying amount percentage | 252% | ||||||
Live Events | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Fair value in excess of carrying amount percentage | 19% | ||||||
Local Advertising Businesses | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 0 | ||||||
Weighted Average Cost Of Capital | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Point increase, assumptions | 5,000% | 5,000% | |||||
Long-Term Revenue Growth | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Point decrease assumptions | 10,000% | 10,000% | |||||
United States | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Number of markets | market | 74 | 74 | 74 | 74 | |||
FCC licenses | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Renewal period | 8 years | ||||||
FCC licenses | Weighted Average Cost Of Capital | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Estimated fair value, assumptions | $ 17,400,000 | ||||||
IImpairment charge, assumptions | 8,100,000 | ||||||
FCC licenses | Long-Term Revenue Growth | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Estimated fair value, assumptions | 20,900,000 | ||||||
IImpairment charge, assumptions | 11,100,000 | ||||||
Digital assets | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Payments to acquire investments | $ 5,000,000 | ||||||
Gain (loss) on sale of investments | $ 800,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Assumptions Used in Annual Impairment Assessments (Details) | Jun. 30, 2023 | Mar. 31, 2023 |
Discount Rate | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, measurement input | 0.135 | 0.122 |
Long-term Revenue Growth Rate | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, measurement input | 0 | 0 |
Mature Market Share | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, measurement input | 0.208 | 0.217 |
Mature Market Share | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, measurement input | 0.750 | 0.750 |
Operating Profit Margin | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, measurement input | 0.200 | 0.200 |
Operating Profit Margin | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, measurement input | 0.470 | 0.470 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 161,385 |
Cherry Creek measurement period adjustment | 96 |
Goodwill, ending balance | 161,481 |
Operating segments | Subscription Digital Marketing Solutions | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 77,000 |
Cherry Creek measurement period adjustment | 0 |
Goodwill, ending balance | 77,000 |
Operating segments | Digital Advertising | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 77,687 |
Cherry Creek measurement period adjustment | 0 |
Goodwill, ending balance | 77,687 |
Operating segments | Broadcast Advertising | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 2,715 |
Cherry Creek measurement period adjustment | 96 |
Goodwill, ending balance | 2,811 |
Operating segments | Other | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 3,983 |
Cherry Creek measurement period adjustment | 0 |
Goodwill, ending balance | $ 3,983 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Finite Lived and Indefinite Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (16,036) | $ (14,500) |
Net Carrying Amount | 18,904 | |
Intangible assets, gross carrying amount total | 262,258 | 291,338 |
Intangible assets, net carrying amount total | 246,222 | 276,838 |
FCC licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite intangible asset | 227,318 | 252,110 |
Digital assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite intangible asset | 2,136 | |
Content rights and other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34,940 | 37,092 |
Accumulated Amortization | (16,036) | (14,500) |
Net Carrying Amount | $ 18,904 | $ 22,592 |
Content rights and other intangible assets | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in Years) | 1 year | 1 year |
Content rights and other intangible assets | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in Years) | 9 years | 10 years |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remainder) | $ 3,507 |
2024 | 6,017 |
2025 | 2,304 |
2026 | 2,108 |
2027 | 1,978 |
Thereafter | 2,990 |
Net Carrying Amount | $ 18,904 |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Apr. 12, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Impairment on investments | $ 9.2 | $ 1.2 | $ 9.2 | $ 1.2 | |
Gain on the sale of its investments | $ 5.2 | ||||
Proceeds from sale of equity securities | $ 6 | ||||
Fair value of investment | 1.3 | 1.3 | |||
Unrealized gain | $ 0.2 | $ 0.1 | |||
Unrealized loss | $ 0.7 | $ 2.2 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2026 Notes | $ 517,835 | $ 530,766 |
Deferred financing costs | (5,229) | (6,324) |
Total long-term debt | $ 512,606 | $ 524,442 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Gain on repurchase of notes | $ 44,000 | $ 108,000 | $ 819,000 | $ 108,000 |
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Repurchased of 2026 notes | 12,900,000 | 12,900,000 | ||
Write-off of deferred financing costs | 100,000 | 100,000 | ||
Gain on repurchase of notes | 44,000 | 800,000 | ||
Fair value of debt | $ 495,200,000 | $ 495,200,000 |
Long-Term Debt - Schedule of An
Long-Term Debt - Schedule of Annual Maturities of Long Term Debt (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remainder) | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 517,835 |
2027 | 0 |
Thereafter | 0 |
Long-term debt | $ 517,835 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 70.70% | 19.70% | 63.60% | 25.80% |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Aug. 01, 2023 | Mar. 06, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Aug. 07, 2023 | May 05, 2023 | |
Class of Stock [Line Items] | ||||||||
Dividends (in dollars per share) | $ 0.1875 | $ 0.1875 | ||||||
Stock-based compensation | $ 2,106 | $ 839 | $ 3,878 | $ 1,708 | ||||
Dividends payable | 3,148 | 0 | $ 3,148 | 0 | ||||
Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends (in dollars per share) | $ 0.1875 | |||||||
Dividends, cash | $ 3,000 | |||||||
Black-Scholes Model | ||||||||
Class of Stock [Line Items] | ||||||||
Expected dividend yield | 0% | |||||||
Stock options | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum contractual term of stock options | 10 years | |||||||
Compensation cost not yet recognized | 12,100 | $ 12,100 | ||||||
Compensation cost not yet recognized, period for recognition | 2 years 6 months | |||||||
Stock options | Black-Scholes Model | ||||||||
Class of Stock [Line Items] | ||||||||
Expected dividend yield | 0% | |||||||
Stock options | Executive Officer | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 217,547 | |||||||
Stock options | Non Employee Directors | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 750,000 | |||||||
Stock options | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 3.99 | |||||||
Award vesting period (in years) | 3 years | |||||||
Stock options | Minimum | Executive Officer | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 2.47 | |||||||
Stock options | Minimum | Non Employee Directors | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | 2.05 | |||||||
Stock options | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 3.97 | |||||||
Award vesting period (in years) | 4 years | |||||||
Stock options | Maximum | Executive Officer | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 3.07 | |||||||
Stock options | Maximum | Non Employee Directors | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 2.14 | |||||||
Performance-Based Stock Option | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 967,547 | |||||||
Performance-Based Stock Option | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 168,067 | |||||||
Performance-Based Stock Option | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 1,343,000 | |||||||
Shares expected to be issued under the 2021 Employee Stock Purchase Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum contractual term of stock options | 10 years | |||||||
Shares expected to be issued under the 2021 Employee Stock Purchase Plan | 2021 Employee Stock Purchase Plan | Class A | ||||||||
Class of Stock [Line Items] | ||||||||
ESPP shares issued (in shares) | 65,732 | |||||||
Restricted stock awards | ||||||||
Class of Stock [Line Items] | ||||||||
Award vesting period (in years) | 3 years | |||||||
Vested (in shares) | 13,387 | |||||||
Restricted stock awards | Non Employee Directors | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 68,876 | |||||||
Award vesting period (in years) | 1 year | |||||||
Restricted stock awards | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 7.55 | |||||||
Restricted stock awards | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 7.47 | |||||||
Restricted stock units | ||||||||
Class of Stock [Line Items] | ||||||||
Granted (in shares) | 218,543 | |||||||
Grant date fair value of restricted stock (in dollars per share) | $ 7.55 | |||||||
Award vesting period (in years) | 3 years | |||||||
Stock-based compensation | 2,100 | $ 800 | $ 3,900 | $ 1,700 | ||||
Compensation cost not yet recognized | $ 2,700 | $ 2,700 | ||||||
Compensation cost not yet recognized, period for recognition | 2 years 3 months 18 days | |||||||
Restricted stock units | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 3.51 | |||||||
Restricted stock units | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Grant date fair value of restricted stock (in dollars per share) | $ 4.91 |
Stockholders' Equity - Vesting
Stockholders' Equity - Vesting Shares (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Stock options | VWAP over the last 20 trading days of the three-year performance period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in shares) | 217,547 |
Stock options | VWAP over the last 20 trading days of the three-year performance period | Year One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 8.74 |
Vested (in shares) | 65,147 |
Stock options | VWAP over the last 20 trading days of the three-year performance period | Year Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 10.75 |
Vested (in shares) | 71,429 |
Stock options | VWAP over the last 20 trading days of the three-year performance period | Year Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 13.05 |
Vested (in shares) | 80,971 |
Stock options | VWAP over 30 consecutive trading days of the seven-year performance period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in shares) | 750,000 |
Stock options | VWAP over 30 consecutive trading days of the seven-year performance period | Year One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 11 |
Vested (in shares) | 250,000 |
Stock options | VWAP over 30 consecutive trading days of the seven-year performance period | Year Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 14 |
Vested (in shares) | 250,000 |
Stock options | VWAP over 30 consecutive trading days of the seven-year performance period | Year Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 17 |
Vested (in shares) | 250,000 |
Restricted stock units | VWAP over the last 20 trading days of the three-year performance period | Year One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 8.74 |
Vested (in shares) | 72,840 |
Restricted stock units | VWAP over the last 20 trading days of the three-year performance period | Year Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 10.75 |
Vested (in shares) | 72,840 |
Restricted stock units | VWAP over the last 20 trading days of the three-year performance period | Year Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in dollars per share) | $ / shares | $ 13.05 |
Vested (in shares) | 72,863 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Estimate Fair Value of Equity Options Granted (Details) | 6 Months Ended | |
Mar. 06, 2023 | Jun. 30, 2023 | |
Monte Carlo Model | Stock options | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 50% | |
Risk free interest rate, minimum | 3.43% | |
Risk free interest rate, maximum | 3.74% | |
Monte Carlo Model | Restricted stock units | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 50% | |
Risk free interest rate | 3.72% | |
Expected dividend yield | 0% | |
Monte Carlo Model | Minimum | Stock options | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 5 years | |
Expected dividend yield | 0% | |
Monte Carlo Model | Maximum | Stock options | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 7 years | |
Expected dividend yield | 9.15% | |
Black-Scholes Model | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 0% | |
Black-Scholes Model | Stock options | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest rate, minimum | 3.42% | |
Risk free interest rate, maximum | 4.02% | |
Expected dividend yield | 0% | |
Black-Scholes Model | Minimum | Stock options | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 51% | |
Expected term (in years) | 6 years 3 days | |
Black-Scholes Model | Maximum | Stock options | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 52% | |
Expected term (in years) | 6 years 4 months 17 days |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Options | ||
Beginning balance, outstanding (in shares) | shares | 9,478,698 | |
Exercised (in shares) | shares | (556,121) | |
Forfeited and expired (in shares) | shares | (37,257) | |
Ending balance, outstanding (in shares) | shares | 11,363,934 | 9,478,698 |
Options, exercisable (in shares) | shares | 6,748,883 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ / shares | $ 7.80 | |
Exercised (in dollars per share) | $ / shares | 7.75 | |
Forfeited and expired (in dollars per share) | $ / shares | 7.48 | |
Ending balance (in dollars per share) | $ / shares | 7.75 | $ 7.80 |
Weighted average exercise price, exercisable (in dollars per share) | $ / shares | $ 8.03 | |
Weighted Average Remaining Contractual Life (years) | ||
Weighted average remaining contractual life (years) | 5 years 2 months 26 days | 4 years 7 months 13 days |
Weighted average remaining contractual life (years), exercisable | 2 years 11 months 19 days | |
Aggregate Intrinsic Value (in thousands) | ||
Aggregate intrinsic value, outstanding beginning balance | $ | $ 2,798 | |
Aggregate intrinsic value, exercised | $ | 1,483 | |
Aggregate intrinsic value, outstanding ending balance | $ | 47,264 | $ 2,798 |
Aggregate intrinsic value, exercisable | $ | $ 26,173 | |
Time-Based Stock Option | ||
Options | ||
Granted (in shares) | shares | 1,511,067 | |
Weighted Average Exercise Price | ||
Granted (in dollars per share) | $ / shares | $ 7.30 | |
Performance-Based Stock Option | ||
Options | ||
Granted (in shares) | shares | 967,547 | |
Weighted Average Exercise Price | ||
Granted (in dollars per share) | $ / shares | $ 7.93 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Restricted stock awards | |
Number of Shares | |
Beginning balance (in shares) | shares | 93,181 |
Shares granted (in shares) | shares | 82,263 |
Shares vested (in shares) | shares | (62,979) |
Ending balance (in shares) | shares | 112,465 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.63 |
Shares granted (in dollars per share) | $ / shares | 7.54 |
Shares vested (in dollars per share) | $ / shares | 9.52 |
Ending balance (in dollars per share) | $ / shares | $ 8.16 |
Restricted stock units | |
Number of Shares | |
Beginning balance (in shares) | shares | 0 |
Shares vested (in shares) | shares | 0 |
Ending balance (in shares) | shares | 437,086 |
Weighted Average Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Shares vested (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 5.88 |
Service Conditions | |
Number of Shares | |
Shares granted (in shares) | shares | 218,543 |
Weighted Average Fair Value | |
Shares granted (in dollars per share) | $ / shares | $ 7.55 |
Market Conditions | |
Number of Shares | |
Shares granted (in shares) | shares | 218,543 |
Weighted Average Fair Value | |
Shares granted (in dollars per share) | $ / shares | $ 4.21 |
Stockholder's Equity - Stock Re
Stockholder's Equity - Stock Repurchase Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 16, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
MSG National Properties LLC | |||
Class of Stock [Line Items] | |||
Common shares outstanding (in shares) | 1,708,139 | ||
Class C | |||
Class of Stock [Line Items] | |||
Common shares outstanding (in shares) | 1,961,341 | 3,461,341 | |
Class C | MSG National Properties LLC | |||
Class of Stock [Line Items] | |||
Stock repurchase (in shares) | 1,500,000 | ||
Common shares outstanding (in shares) | 1,125,000 | ||
Repurchase amount | $ 14.6 | ||
Securities repurchased (in dollars per share) | $ 9.70 | ||
Class A | |||
Class of Stock [Line Items] | |||
Common shares outstanding (in shares) | 13,668,428 | 12,964,312 | |
Class A | MSG National Properties LLC | |||
Class of Stock [Line Items] | |||
Common shares outstanding (in shares) | 583,139 |
Stockholder's Equity - Stock _2
Stockholder's Equity - Stock Repurchase Plan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 18 Months Ended | |
Dec. 16, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | |
2021 Stock Repurchase Plan | ||||
Class of Stock [Line Items] | ||||
Repurchase of stock (in shares) | 89,568 | 115,191 | ||
Class A | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, period in force | 36 months | |||
Repurchased Plan | Class A | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |
Stock repurchase program, period in force | 3 years | |||
Repurchased Plan | Maximum | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 50,000,000 |
Net (Loss) Income Per Share (De
Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net (loss) income | $ (2,700) | $ (1,941) | $ 4,919 | $ 2,741 | $ (4,641) | $ 7,660 |
Net income from non-controlling interest | 500 | 525 | 980 | 1,042 | ||
Net (loss) income attributable to controlling interest | $ (3,200) | $ 4,394 | $ (5,621) | $ 6,618 | ||
Denominator: | ||||||
Effect of dilutive common stock equivalents (in shares) | 0 | 1,709 | 0 | 2,286 | ||
Weighted average diluted common shares outstanding (in shares) | 17,221 | 18,695 | 17,212 | 19,177 | ||
Diluted (loss) income per share | ||||||
Diluted (loss) income per share (in dollars per share) | $ (0.19) | $ 0.24 | $ (0.33) | $ 0.35 | ||
Shares expected to be issued under the 2021 Employee Stock Purchase Plan | ||||||
Diluted (loss) income per share | ||||||
Antidilutive securities (in shares) | 35 | 0 | 41 | 0 | ||
Stock options | ||||||
Diluted (loss) income per share | ||||||
Antidilutive securities (in shares) | 10,247 | 45 | 9,987 | 45 | ||
Stock options with unsatisfied market conditions | ||||||
Diluted (loss) income per share | ||||||
Antidilutive securities (in shares) | 1,511 | 0 | 1,192 | 0 | ||
Restricted stock units | ||||||
Diluted (loss) income per share | ||||||
Antidilutive securities (in shares) | 219 | 0 | 198 | 0 | ||
Restricted stock units with unsatisfied market conditions | ||||||
Diluted (loss) income per share | ||||||
Antidilutive securities (in shares) | 219 | 0 | 198 | 0 | ||
Restricted stock awards | ||||||
Diluted (loss) income per share | ||||||
Antidilutive securities (in shares) | 112 | 8 | 117 | 0 | ||
Common shares | ||||||
Denominator: | ||||||
Weighted average shares of common stock outstanding (in shares) | 17,221 | 16,986 | 17,212 | 16,891 | ||
Basic (loss) income per share | ||||||
Basic (loss) income per share (in dollars per share) | $ (0.19) | $ 0.26 | $ (0.33) | $ 0.39 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 segment area | |
Segment Reporting [Abstract] | |
Number of operating segments | segment | 3 |
Number of geographic areas | area | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segment Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 121,231 | $ 121,924 | $ 224,341 | $ 222,166 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 85,654 | 83,833 | 163,978 | 157,596 |
Depreciation and amortization | 4,835 | 4,314 | 9,779 | 9,079 |
Corporate expenses | 6,962 | 5,739 | 12,307 | 10,148 |
Stock-based compensation | 2,106 | 839 | 3,878 | 1,708 |
Transaction and business realignment costs | 311 | 824 | 603 | 1,276 |
Impairment of intangible assets, investments and long-lived assets | 26,240 | 9,419 | 34,727 | 9,897 |
Net gain (loss) on sale and retirement of assets | (49) | 89 | (341) | (219) |
Operating (loss) income | (4,828) | 16,867 | (590) | 32,681 |
Corporate and Other Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 0 | 0 | 0 | 0 |
Depreciation and amortization | 925 | 650 | 1,741 | 1,890 |
Corporate expenses | 6,962 | 5,739 | 12,307 | 10,148 |
Stock-based compensation | 1,663 | 604 | 3,096 | 1,236 |
Transaction and business realignment costs | 144 | 818 | 232 | 1,264 |
Impairment of intangible assets, investments and long-lived assets | 9,497 | 3,468 | 9,497 | 3,819 |
Net gain (loss) on sale and retirement of assets | 0 | 0 | 0 | (36) |
Operating (loss) income | (19,191) | (11,279) | (26,873) | (18,321) |
Subscription Digital Marketing Solutions | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 21,268 | 22,983 | 42,829 | 44,833 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 15,243 | 16,293 | 31,205 | 31,769 |
Depreciation and amortization | 327 | 313 | 655 | 590 |
Corporate expenses | 0 | 0 | 0 | 0 |
Stock-based compensation | 151 | 133 | 279 | 265 |
Transaction and business realignment costs | 0 | 0 | 0 | 0 |
Impairment of intangible assets, investments and long-lived assets | 0 | 0 | 0 | 0 |
Net gain (loss) on sale and retirement of assets | 0 | 0 | 0 | 0 |
Operating (loss) income | 5,547 | 6,244 | 10,690 | 12,209 |
Digital Advertising | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 41,126 | 37,172 | 74,833 | 66,390 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 26,782 | 26,102 | 50,395 | 47,109 |
Depreciation and amortization | 168 | 145 | 332 | 210 |
Corporate expenses | 0 | 0 | 0 | 0 |
Stock-based compensation | 70 | 15 | 115 | 30 |
Transaction and business realignment costs | 0 | 0 | 0 | 0 |
Impairment of intangible assets, investments and long-lived assets | 0 | 0 | 0 | 0 |
Net gain (loss) on sale and retirement of assets | 0 | 0 | 0 | 0 |
Operating (loss) income | 14,106 | 10,910 | 23,991 | 19,041 |
Broadcast Advertising | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 53,720 | 57,001 | 99,643 | 105,227 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 38,983 | 37,544 | 76,348 | 73,986 |
Depreciation and amortization | 3,382 | 3,157 | 6,982 | 6,302 |
Corporate expenses | 0 | 0 | 0 | 0 |
Stock-based compensation | 218 | 84 | 382 | 171 |
Transaction and business realignment costs | 167 | 0 | 360 | 0 |
Impairment of intangible assets, investments and long-lived assets | 16,743 | 5,951 | 25,230 | 5,958 |
Net gain (loss) on sale and retirement of assets | (49) | 89 | (341) | (183) |
Operating (loss) income | (5,724) | 10,176 | (9,318) | 18,993 |
Other | Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 5,117 | 4,768 | 7,036 | 5,716 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 4,646 | 3,894 | 6,030 | 4,732 |
Depreciation and amortization | 33 | 49 | 69 | 87 |
Corporate expenses | 0 | 0 | 0 | 0 |
Stock-based compensation | 4 | 3 | 6 | 6 |
Transaction and business realignment costs | 0 | 6 | 11 | 12 |
Impairment of intangible assets, investments and long-lived assets | 0 | 0 | 0 | 120 |
Net gain (loss) on sale and retirement of assets | 0 | 0 | 0 | 0 |
Operating (loss) income | $ 434 | $ 816 | $ 920 | $ 759 |