Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 0-25969 | |
Entity Registrant Name | URBAN ONE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-1166660 | |
Entity Address, Address Line One | 1010 Wayne Avenue | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | Silver Spring | |
Entity Address, State or Province | MD | |
City Area Code | 301 | |
Local Phone Number | 429-3200 | |
Entity Address, Postal Zip Code | 20910 | |
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 | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001041657 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,104,726 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | UONE | |
Security Exchange Name | NASDAQ | |
Common Stock Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,861,843 | |
Common Stock Class C | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,045,016 | |
Common Stock Class D | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 32,768,182 | |
Title of 12(b) Security | Class D Common Stock | |
Trading Symbol | UONEK | |
Security Exchange Name | NASDAQ |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
NET REVENUE | $ 118,810 | $ 107,593 | $ 231,159 | $ 199,033 |
OPERATING EXPENSES: | ||||
Programming and technical including stock-based compensation of $0 and $4, and $0 and $10, respectively | 28,351 | 26,517 | 56,869 | 51,613 |
Selling, general and administrative, including stock-based compensation of $0 and $0, and $0 and $31, respectively | 35,346 | 31,510 | 70,774 | 61,497 |
Corporate selling, general and administrative, including stock-based compensation of $336 and $168, and $460 and $384, respectively | 11,864 | 9,321 | 21,324 | 19,657 |
Depreciation and amortization | 2,481 | 2,325 | 4,886 | 4,589 |
Impairment of long-lived assets | 16,933 | 16,933 | 0 | |
Total operating expenses | 94,975 | 69,673 | 170,786 | 137,356 |
Operating income | 23,835 | 37,920 | 60,373 | 61,677 |
INTEREST INCOME | 168 | 59 | 172 | |
INTEREST EXPENSE | 15,886 | 15,853 | 31,813 | 33,898 |
(GAIN) LOSS ON RETIREMENT OF DEBT | (1,855) | 0 | (1,855) | 6,949 |
OTHER INCOME, net | (9,725) | (2,362) | (11,711) | (4,046) |
Income before provision for income taxes and noncontrolling interests in income of subsidiaries | 19,529 | 24,597 | 42,185 | 25,048 |
PROVISION FOR INCOME TAXES | 3,725 | 6,119 | 9,311 | 6,109 |
CONSOLIDATED NET INCOME | 15,804 | 18,478 | 32,874 | 18,939 |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 770 | 612 | 1,471 | 1,066 |
CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 15,034 | $ 17,866 | $ 31,403 | $ 17,873 |
BASIC NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Net income attributable to common stockholders | $ 0.30 | $ 0.36 | $ 0.62 | $ 0.36 |
DILUTED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Net income attributable to common stockholders | $ 0.28 | $ 0.33 | $ 0.57 | $ 0.34 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||||
Basic | 50,806,346 | 49,789,892 | 50,994,612 | 49,124,056 |
Diluted | 54,658,543 | 53,780,918 | 54,871,963 | 53,186,619 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Programming And Technical | ||||
Allocated Share-based Compensation Expense | $ 0 | $ 4,000 | $ 0 | $ 10 |
Selling, General and Administrative Expenses | ||||
Allocated Share-based Compensation Expense | 0 | 0 | 0 | 31,000 |
Corporate Selling, General and Administrative | ||||
Allocated Share-based Compensation Expense | $ 336,000 | $ 168,000 | $ 460,000 | $ 384,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
COMPREHENSIVE INCOME | $ 15,804 | $ 18,478 | $ 32,874 | $ 18,939 |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 770 | 612 | 1,471 | 1,066 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 15,034 | $ 17,866 | $ 31,403 | $ 17,873 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 123,030 | $ 132,245 |
Restricted cash | 19,973 | 19,973 |
Trade accounts receivable, net of allowance for doubtful accounts of $8,314 and $8,743, respectively | 123,998 | 127,446 |
Prepaid expenses | 4,030 | 2,967 |
Current portion of content assets | 31,993 | 25,883 |
Other current assets | 8,037 | 4,760 |
Total current assets | 311,061 | 313,274 |
CONTENT ASSETS, net | 65,053 | 60,155 |
PROPERTY AND EQUIPMENT, net | 26,913 | 26,291 |
GOODWILL | 219,077 | 223,402 |
RIGHT OF USE ASSETS | 34,149 | 38,044 |
RADIO BROADCASTING LICENSES | 489,340 | 505,148 |
OTHER INTANGIBLE ASSETS, net | 61,508 | 50,159 |
ASSETS HELD FOR SALE | 3,200 | 0 |
OTHER ASSETS | 44,463 | 44,635 |
Total assets | 1,254,764 | 1,261,108 |
CURRENT LIABILITIES: | ||
Accounts payable | 14,819 | 14,588 |
Accrued interest | 24,648 | 25,458 |
Accrued compensation and related benefits | 7,272 | 10,960 |
Current portion of content payables | 21,628 | 18,972 |
Current portion of lease liabilities | 9,933 | 10,072 |
Other current liabilities | 31,345 | 26,421 |
Current portion of long-term debt | 0 | 0 |
Total current liabilities | 109,645 | 106,471 |
LONG-TERM DEBT, net of current portion, original issue discount and issuance costs | 787,381 | 818,616 |
CONTENT PAYABLES, net of current portion | 3,962 | 2,865 |
LONG-TERM LEASE LIABILITIES | 26,900 | 31,228 |
OTHER LONG-TERM LIABILITIES | 37,555 | 28,320 |
DEFERRED TAX LIABILITIES, net | 11,070 | 2,473 |
Total liabilities | 976,513 | 989,973 |
REDEEMABLE NONCONTROLLING INTERESTS | 18,690 | 17,015 |
STOCKHOLDERS' EQUITY: | ||
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 994,678 | 1,020,636 |
Accumulated deficit | (735,164) | (766,567) |
Total stockholders' equity | 259,561 | 254,120 |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | 1,254,764 | 1,261,108 |
Common Stock Class A | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 9 | 9 |
Common Stock Class B | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 3 | 3 |
Common Stock Class C | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 2 | 2 |
Common Stock Class D | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | $ 33 | $ 37 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts receivable (in dollars) | $ 8,314 | $ 8,743 |
Convertible Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible Preferred stock, shares outstanding | 0 | 0 |
Common Stock Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 9,104,916 | 9,104,916 |
Common stock, shares outstanding | 9,104,916 | 9,104,916 |
Common Stock Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,861,843 | 2,861,843 |
Common stock, shares outstanding | 2,861,843 | 2,861,843 |
Common Stock Class C | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,045,016 | 2,045,016 |
Common stock, shares outstanding | 2,045,016 | 2,045,016 |
Common Stock Class D | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 32,755,317 | 37,324,737 |
Common stock, shares outstanding | 32,755,317 | 37,324,737 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock Convertible Preferred Stock | Common Stock Common Stock Class A | Common Stock Common Stock Class B | Common Stock Common Stock Class C | Common Stock Common Stock Class D | Additional Paid-In Capital | Accumulated Deficit | Total |
BALANCE at Dec. 31, 2020 | $ 0 | $ 4 | $ 3 | $ 3 | $ 38 | $ 991,769 | $ (804,919) | $ 186,898 |
Consolidated net income | 0 | 0 | 0 | 0 | 0 | 0 | 17,873 | 17,873 |
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 425 | 0 | 425 |
Repurchase of shares of common stock | 0 | 0 | 0 | 0 | (1) | (904) | 0 | (905) |
Issuance of shares of Class A common stock | 0 | 4 | 0 | 0 | 0 | 33,278 | 0 | 33,282 |
Exercise of options for common stock | 0 | 0 | 0 | 0 | 0 | 315 | 0 | 315 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | 0 | 0 | 0 | 0 | 0 | (1,425) | 0 | (1,425) |
BALANCE at Jun. 30, 2021 | 0 | 8 | 3 | 3 | 37 | 1,023,458 | (787,046) | 236,463 |
BALANCE at Dec. 31, 2021 | 0 | 9 | 3 | 2 | 37 | 1,020,636 | (766,567) | 254,120 |
Consolidated net income | 0 | 0 | 0 | 0 | 0 | 0 | 31,403 | 31,403 |
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 460 | 0 | 460 |
Repurchase of shares of common stock | 0 | 0 | 0 | 0 | (4) | (24,665) | (24,669) | |
Exercise of options for common stock | 0 | 0 | 0 | 0 | 0 | 50 | 0 | 50 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | 0 | 0 | 0 | 0 | 0 | (1,803) | 0 | (1,803) |
BALANCE at Jun. 30, 2022 | $ 0 | $ 9 | $ 3 | $ 2 | $ 33 | $ 994,678 | $ (735,164) | $ 259,561 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Shares exercised | 60,240 | 197,256 |
Common Stock Class A | ||
Shares issued | 3,779,391 | |
Common Stock Class D | ||
Shares repurchased | 4,684,419 | 509,347 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Consolidated net income | $ 15,804,000 | $ 18,478,000 | $ 32,874,000 | $ 18,939,000 | |
Adjustments to reconcile net income to net cash from operating activities: | |||||
Depreciation and amortization | 4,886,000 | 4,589,000 | |||
Amortization of debt financing costs | 1,005,000 | 1,296,000 | |||
Amortization of content assets | 20,341,000 | 18,575,000 | |||
Amortization of launch assets | 1,897,000 | 668,000 | |||
Bad debt expense | (35,000) | 134,000 | |||
Deferred income taxes | 8,597,000 | 6,108,000 | |||
Amortization of right of use assets | 4,330,000 | 3,851,000 | |||
Non-cash lease liability expense | 2,038,000 | 2,066,000 | |||
Non-cash interest expense | 0 | 158,000 | |||
Impairment of long-lived assets | 16,933,000 | 16,933,000 | 0 | ||
Stock-based compensation | 336,000 | 172,000 | 460,000 | 425,000 | |
Non-cash fair value adjustment of Employment Agreement Award | 1,482,000 | 1,508,000 | |||
Non-cash income on PPP loan forgiveness | (7,575,000) | 0 | |||
(Gain) loss on retirement of debt | (1,855,000) | 0 | (1,855,000) | 6,949,000 | |
Gain on asset exchange agreement | 0 | 404,000 | |||
Effect of change in operating assets and liabilities, net of assets acquired: | |||||
Trade accounts receivable | 3,483,000 | 2,260,000 | |||
Prepaid expenses and other current assets | (394,000) | (1,285,000) | |||
Other assets | (698,000) | (8,512,000) | |||
Accounts payable | 231,000 | 1,388,000 | |||
Accrued interest | (810,000) | 18,397,000 | |||
Accrued compensation and related benefits | (3,688,000) | (5,597,000) | |||
Other liabilities | (7,283,000) | 235,000 | |||
Payment of launch support | (5,000,000) | 0 | |||
Payments for content assets | (27,595,000) | (21,064,000) | |||
Net cash flows provided by operating activities | 43,624,000 | 51,492,000 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | (3,871,000) | (2,454,000) | |||
Proceeds from sale of broadcasting assets | 0 | 8,000,000 | |||
Net cash flows (used in) provided by investing activities | (3,871,000) | 5,546,000 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from issuance of Class A common stock, net of fees | 0 | 33,282,000 | |||
Proceeds from exercise of stock options | 50,000 | 315,000 | |||
Repurchase of 2028 Notes | (22,750,000) | 0 | |||
Payment of dividends to noncontrolling interest members of Reach Media | (1,599,000) | 0 | |||
Repurchase of common stock | (24,669,000) | (905,000) | |||
Proceeds from 2028 Notes | 0 | 825,000,000 | |||
Proceeds from PPP Loan | 0 | 7,505,000 | |||
Debt refinancing costs | 0 | (11,157,000) | |||
Repayment of MGM National Harbor Loan | 0 | (57,889,000) | |||
Repayment of 7.375% Notes | 0 | (2,984,000) | |||
Repayment of 8.75% Notes | 0 | (347,016,000) | |||
Net cash flows used in financing activities | (48,968,000) | (1,116,000) | |||
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (9,215,000) | 55,922,000 | |||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 152,218,000 | 73,858,000 | $ 73,858,000 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ 143,003,000 | $ 129,780,000 | 143,003,000 | 129,780,000 | $ 152,218,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Cash paid for: Interest | 31,543,000 | 14,048,000 | |||
Cash paid for: Income taxes, net of refunds | 698,000 | 782,000 | |||
NON-CASH OPERATING, FINANCING AND INVESTING ACTIVITIES: | |||||
Assets acquired under Audacy asset exchange | 0 | 28,193,000 | |||
Liabilities recognized under Audacy asset exchange | 0 | 2,669,000 | |||
Right of use asset and lease liability additions | 435,000 | 4,935,000 | |||
Non-cash launch addition | 13,750,000 | 0 | |||
Adjustment of redeemable noncontrolling interests to estimated redemption value | 1,803,000 | 1,425,000 | |||
2018 Credit Facility. | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Repayment of credit facility | 0 | (129,935,000) | |||
2017 Credit Facility. | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Repayment of credit facility | $ 0 | $ (317,332,000) |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) Organization Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of June 30, 2022, we owned and/or operated 64 independently formatted, revenue producing broadcast stations (including 54 FM or AM stations, 8 HD stations, and the 2 low power television stations we operate), located in 13 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content platform targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up! Mornings with Erica Campbell Show, Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to communicate with African-American and urban audiences. Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate other media brands, such as TV One, CLEO TV, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 – Segment Information.) (b) Interim Financial Statements The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form 10-K. (c) Financial Instruments Financial instruments as of June 30, 2022 and December 31, 2021, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of June 30, 2022 and December 31, 2021, except for the Company’s long-term debt. On June 1, 2021, the Company borrowed approximately $7.5 million on a new PPP loan (as defined in Note 4 – Long-Term Debt fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. On January 25, 2021, the Company borrowed $825 million in aggregate principal amount of senior secured notes due February 2028 (the “2028 Notes”). The 7.375% 2028 Notes had a carrying value of approximately $800.0 million and fair value of approximately $684.0 million as of June 30, 2022, and had a carrying value of approximately $825.0 million and fair value of approximately $851.8 million as of December 31, 2021. The fair values of the 2028 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. There was no balance outstanding on the Company’s asset-backed credit facility as of June 30, 2022 and December 31, 2021. (d) Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers, Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $4.4 million and $4.1 million for the three months ended June 30, 2022 and 2021, respectively. Agency and outside sales representative commissions were approximately $8.0 million and $7.6 million for the six months ended June 30, 2022 and 2021, respectively. Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered or when “click through” purchases are made, where applicable. In addition, Interactive One derives revenue from its affiliate partners, in which it provides third-party clients with services including digital platforms and related expertise. Revenue is recognized primarily as a share of the third party’s reported revenue. Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue at a point in time when the advertisements are run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $5.3 million and $4.4 million for the three months ended June 30, 2022 and 2021, respectively. Agency and outside sales representative commissions were approximately $10.5 million and $8.2 million for the six months ended June 30, 2022 and 2021, respectively. Revenue by Contract Type The following chart shows our net revenue (and sources) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (In thousands) Net Revenue: Radio Advertising $ 44,518 $ 42,605 $ 83,645 $ 75,944 Political Advertising 1,839 500 2,371 1,280 Digital Advertising 17,881 15,016 33,363 25,369 Cable Television Advertising 29,120 22,968 59,535 43,670 Cable Television Affiliate Fees 24,318 25,396 50,288 50,883 Event Revenues & Other 1,134 1,108 1,957 1,887 Net Revenue (as reported) $ 118,810 $ 107,593 $ 231,159 $ 199,033 Contract assets and liabilities Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income, reserve for audience deficiency and unearned event income) that are not separately stated in our consolidated balance sheets at June 30, 2022, December 31, 2021 and June 30, 2021 were as follows: June 30, 2022 December 31, 2021 June 30, 2021 (Unaudited) (Unaudited) (In thousands) Contract assets: Unbilled receivables $ 10,470 $ 10,735 $ 8,540 Contract liabilities: Customer advances and unearned income $ 7,708 $ 7,494 $ 5,252 Reserve for audience deficiency 7,050 6,020 6,478 Unearned event income 379 — 6,118 Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed and are included in accounts receivable on the consolidated balance sheets. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term and are included in other current liabilities on the consolidated balance sheets. The reserve for audience deficiency represents the portion of revenue that is deferred until the shortfall in contracts where the ratings were guaranteed is settled, typically by providing additional advertising units generally within one year of the original airing. Unearned event income represents payments by customers for upcoming events. For customer advances and unearned income as of January 1, 2022, $550,000 and approximately $2.0 million, was recognized as revenue during the three and six months ended June 30, 2022, respectively. For customer advances and unearned income as of January 1, 2021, $545,000 and approximately $2.6 million was recognized as revenue during the three and six months ended June 30, 2021, respectively. For unearned event income, no revenue was recognized during the six months ended June 30, 2022 and June 30, 2021. Practical expedients and exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. (e) Launch Support The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. For the three and six months ended June 30, 2022, the Company paid approximately $5.0 million for carriage initiation. For the six months ended June 30, 2022, there was non-cash launch support additions of approximately $13.8 million for carriage initiation that will be paid in cash in future periods. The Company did not pay any launch support for carriage initiation during the three and six months ended June 30, 2021. The weighted-average amortization period for launch support is approximately 8.1 years as of June 30, 2022, and approximately 7.1 years as of December 31, 2021. The remaining weighted-average amortization period for launch support is 4.3 years and 3.3 years as of June 30, 2022 and December 31, 2021, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For the three months ended June 30, 2022 and 2021, launch support asset amortization of approximately $1.1 million and $105,000, respectively, was recorded as a reduction of revenue, and $232,000 and $229,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. For the six months ended June 30, 2022 and 2021, launch support asset amortization of approximately $1.5 million and $211,000, respectively, was recorded as a reduction of revenue, and $371,000 and $457,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. (f) Barter Transactions For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended June 30, 2022 and 2021, barter transaction revenues were $570,000 and $440,000, respectively. Additionally, for the three months ended June 30, 2022 and 2021, barter transaction costs were reflected in programming and technical expenses of $404,000 and $302,000, respectively, and selling, general and administrative expenses of $166,000 and $138,000, respectively. For the six months ended June 30, 2022 and 2021, barter transaction revenues were $904,000 and $889,000, respectively. Additionally, for the six months ended June 30, 2022 and 2021, barter transaction costs were reflected in programming and technical expenses of $573,000 and $614,000, respectively, and selling, general and administrative expenses of $331,000 and $275,000, respectively. (g) Earnings Per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. The amount of earnings per share pertains to each of our classes of common stock because the holders of each class are entitled to equal per share dividends or distributions in liquidation in accordance with the Company’s Amended and Restated Certificate of Incorporation. The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) Numerator: Net income attributable to common stockholders $ 15,034 $ 17,866 $ 31,403 $ 17,873 Denominator: Denominator for basic net income per share - weighted average outstanding shares 50,806,346 49,789,892 50,994,612 49,124,056 Effect of dilutive securities: Stock options and restricted stock 3,852,197 3,991,026 3,877,351 4,062,563 Denominator for diluted net income per share - weighted-average outstanding shares 54,658,543 53,780,918 54,871,963 53,186,619 Net income attributable to common stockholders per share – basic $ 0.30 $ 0.36 $ 0.62 $ 0.36 Net income attributable to common stockholders per share – diluted $ 0.28 $ 0.33 $ 0.57 $ 0.34 (h) Fair Value Measurements We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 Level 2 Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. As of June 30, 2022, and December 31, 2021, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of June 30, 2022 Liabilities subject to fair value measurement: Employment agreement award (a) $ 29,675 — — $ 29,675 Total $ 29,675 $ — $ — $ 29,675 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 18,690 $ — $ — $ 18,690 As of December 31, 2021 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,193 — — $ 28,193 Total $ 28,193 $ — $ — $ 28,193 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 17,015 $ — $ — $ 17,015 (a) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis). The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The long-term portion of the award is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. (b) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. There were no transfers in or out of Level 1, 2, or 3 during the six months ended June 30, 2022. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the six months ended June 30 2022: Employment Redeemable Agreement Noncontrolling Award Interests (In thousands) Balance at December 31, 2021 $ 28,193 $ 17,015 Net income attributable to noncontrolling interests — 1,471 Dividends paid to noncontrolling interests — (1,599) Change in fair value 1,482 1,803 Balance at June 30, 2022 $ 29,675 $ 18,690 The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date $ (1,482) $ — Losses and income included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three and six months ended June 30, 2022 and 2021. As of As of June 30, December 31, Significant 2022 2021 Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Employment agreement award Discounted Cash Flow Discount Rate 10.5 % 9.5 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 0.5 % 0.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.5 % 11.5 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 0.4 % 0.4 % Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements. Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. For the three and six months ended June 30, 2022, the Company recorded an impairment charge of approximately $4.3 million related to its Atlanta market goodwill balance, and also an impairment charge of approximately $12.6 million associated with our Atlanta, Dallas, Houston, Indianapolis, and Raleigh market radio broadcasting licenses. The Company concluded these assets were not impaired during the six months ended June 30, 2021. (i) Leases On January 1, 2019, with the adoption of Accounting Standards Codification (“ASC”) Topic 842, Leases package ASC 842 results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of right of use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases. Upon adoption of ASC 842, deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. Many of the Company's leases provide for renewal terms and escalation clauses, which are factored into calculating the lease liabilities when appropriate. The implicit rate within the Company's lease agreements is generally not determinable and as such the Company’s collateralized borrowing rate is used. The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Dollars In thousands) (Dollars In thousands) Operating Lease Cost (Cost resulting from lease payments) $ 3,169 $ 3,335 $ 6,414 $ 6,549 Variable Lease Cost (Cost excluded from lease payments) 10 10 20 20 Total Lease Cost $ 3,179 $ 3,345 $ 6,434 $ 6,569 Operating Lease - Operating Cash Flows (Fixed Payments) $ 3,503 $ 3,419 $ 7,006 $ 6,750 Operating Lease - Operating Cash Flows (Liability Reduction) $ 2,479 $ 2,248 $ 4,928 $ 4,422 Weighted Average Lease Term - Operating Leases 4.68 years 5.24 years 4.68 years 5.24 years Weighted Average Discount Rate - Operating Leases 11.00 % 11.00 % 11.00 % 11.00 % As of June 30, 2022, maturities of lease liabilities were as follows: For the Year Ended December 31, (Dollars in thousands) For the remaining six months ending December 31, 2022 $ 6,829 2023 11,886 2024 10,773 2025 6,033 2026 3,723 Thereafter 8,189 Total future lease payments 47,433 Imputed interest 10,600 Total $ 36,833 (j) Impact of Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. companies (k) Redeemable noncontrolling interest Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital. (l) Investments – Cost Method On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. On November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis and our MGM investment is included in other assets on the consolidated balance sheets. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. We recognized distribution income in the amount of approximately $2.1 million and $1.9 million, for the three months ended June 30, 2022 and 2021, respectively, and approximately $4.1 million and $3.6 million, for the six months ended June 30, 2022 and 2021, respectively, which is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review. The Company reviewed the investment and concluded that no impairment to the carrying value was required. There has been no impairment of the investment to date. (m) Content Assets Our cable television segment has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to five years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins, and the program is available for its first airing. For programming that is predominantly monetized as part of a content group, which includes our acquired and commissioned programs, capitalized costs are amortized based on an estimate of our usage and benefit from such programming. The estimates require management’s judgement and include consideration of factors such as expected revenues to be derived from the programming, the expected number of future airings, and, if applicable, the length of the license period. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, “ Entertainment – Films Content that is predominantly monetized within a film group is assessed for impairment at the film group level and is tested for impairment if circumstances indicate that the fair value of the content within the film group is less than its unamortized costs. The Company did not record any impairment or additional amortization expense as a result of evaluating its contracts for impairment for the six months ended June 30, 2022 and 2021. Impairment and amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset. Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs. (n) Employment Agreement Award As discussed, in footnote 1(h), the Company accounts for the Employment Agreement Award at fair value. The Company estimated the fair value of the award at June 30, 2022, and December 31, 2021, to be approximately $29.7 million and $28.2 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The expense associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was $903,000 and $911,000 for the three months ended June 30, 2022, and 2021, respectively, and was approximately $1.5 million and $1.5 million for the six months ended June 30, 2022 and 2021, respectively. The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. The CEO was fully vested in the award upon execution of the employment agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement. (o) Related Party Transactions Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage ® |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 6 Months Ended |
Jun. 30, 2022 | |
ACQUISITIONS AND DISPOSITIONS | |
ACQUISITIONS AND DISPOSITIONS | 2. ACQUISITIONS AND DISPOSITIONS: On October 30, 2020, we entered into a local marketing agreement (“LMA”) with Southeastern Ohio Broadcasting System for the operation of station WWCD-FM in Columbus, Ohio beginning November 2020. Under the terms of the LMA, we will pay a monthly fee as well as certain operating costs, and, in exchange, we will retain all revenues from the sale of the advertising within the programming. On November 6, 2020, the Company entered into a definitive asset exchange agreement with Audacy, Inc. (formerly Entercom Communications Corp.) whereby the Company would receive Charlotte stations: WLNK-FM (Adult Contemporary); WBT-AM & FM (News Talk Radio); and WFNZ-AM & 102.5 FM Translator (Sports Radio). As part of the transaction, the Company transferred three radio stations to Audacy: St. Louis, WHHL-FM (Urban Contemporary); Philadelphia, WPHI-FM (Urban Contemporary); and Washington, DC, WTEM-AM (Sports); as well as the intellectual property to its St. Louis radio station, WFUN-FM (Adult Urban Contemporary). The Company and Audacy began operation of the exchanged stations on or about November 23, 2020 under LMAs until FCC approval was obtained. The deal was subject to FCC approval and other customary closing conditions and, after obtaining the approvals, closed on April 20, 2021. In addition, the Company entered into an asset purchase agreement with Gateway Creative Broadcasting, Inc. (“Gateway”) for the remaining assets of our WFUN station in a separate transaction which also closed on April 20, 2021. The Company received approximately $8.0 million in exchange for approximately $8.0 million in tangible and intangible assets as part of the transaction with Gateway. The Company’s purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of approximately $21.1 million to radio broadcasting licenses, approximately $1.8 million to land and land improvements, approximately $2.0 million to towers and antennas, $517,000 to buildings, approximately $1.0 million to transmitters, $712,000 to studios, $53,000 to vehicles, $200,000 to furniture and fixtures, $67,000 to computer equipment, $19,000 to other equipment, approximately $1.7 million to right of use assets, $1.9 million advertising credit liability, $921,000 to operating lease liabilities, and $812,000 unfavorable lease liability. The fair value of the assets exchanged with Audacy approximate the carrying value of the assets. The Company recognized a net gain of $404,000 related to the Audacy and Gateway transactions during the year ended December 31, 2021. On June 13, 2022, the Company announced it had signed a definitive asset purchase agreement with Emmis Communications to purchase its Indianapolis Radio Cluster. Under the terms of the agreement, Urban One will acquire WYXB (B105.7FM), WLHK (97.1FM), WIBC (93.1FM), translators W228CX and W298BB (The Fan 93.5FM and 107.5FM), and Network Indiana. The Company noted that the transaction price was $25 million. In anticipation of the transaction, the Company will sell its WHHH radio broadcasting license along with the intellectual property related to WNOW to a third party for approximately $3.2 million. Both the acquisition and disposition are subject to FCC approval and other customary closing conditions, anticipated in the third quarter of 2022. Emmis will continue to operate its stations and Urban One will continue to operate WHHH until the transaction closes. The identified assets, with a combined carrying value of approximately $3.2 million, have been classified as held for sale in the consolidated balance sheet at June 30, 2022. The major category of the assets held for sale include radio broadcasting licenses in the amount of approximately $3.2 million. |
GOODWILL, RADIO BROADCASTING LI
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | |
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | 3. GOODWILL AND RADIO BROADCASTING LICENSES: Impairment Testing In accordance with ASC 350, “Intangibles - Goodwill and Other,” Valuation of Broadcasting Licenses During the second quarter of 2022, there was slowing in certain general economic conditions and a rising interest rate environment, which we deemed to be an impairment indicator that warranted interim impairment testing of certain markets’ radio broadcasting licenses. During the three and six months ended June 30, 2022, the Company recorded a non-cash impairment charge of approximately $10.7 million associated with our Atlanta, Dallas, Houston, and Raleigh radio market broadcasting licenses, of which approximately $3.7 million relates to periods ending prior to January 1, 2022. Accordingly, the Company recorded an out-of-period non-cash impairment charge of approximately $3.7 million during the three months ended June 30, 2022. The fair value of the radio broadcasting licenses were overstated by approximately $1.1 million, $2.8 million, and $2.1 million as of December 31, 2019, March 31, 2020, and December 31, 2021, respectively, and understated by approximately $2.3 million as of September 30, 2020. The Company determined that the errors were not material to any previous period and that correcting the error in the three-month and six-month periods ended June 30, 2022 would not materially misstate estimated net revenue or pre-tax income for the full year, as of and for the period ended December 31, 2022, or the earnings trend and therefore can be corrected in the current period. In addition, we recorded an impairment charge of approximately $1.9 million associated with the estimated asset sale consideration for one of our Indianapolis radio broadcasting licenses. We did not identify any impairment indicators for the six months ended June 30, 2021, and, therefore, no interim impairment testing was performed. Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for the interim impairment assessments for the quarter ended June 30, 2022. Radio Broadcasting June 30, Licenses 2022 (a) Impairment charge (in millions) $ 12.6 (*) Discount Rate 9.5 % Year 1 Market Revenue Growth Rate Range 1.4% – 1.8 % Long-term Market Revenue Growth Rate Range 0.7% – 1.0 % Mature Market Share Range 6.2% – 23.2 % Mature Operating Profit Margin Range 28.3% – 36.1 % (a) (*) Valuation of Goodwill During the three and six months ended June 30, 2022, the Company recorded a non-cash impairment charge of approximately $4.3 million to reduce the carrying value of our Atlanta market goodwill balance. We did not identify any impairment indicators at any of our other reporting units for the three months ended June 30, 2022. We did not identify any impairment indicators at any of our reporting units for the six months ended June 30, 2021, and therefore, no interim impairment testing was performed. As noted above, during the quarter ended June 30, 2022, we identified an impairment indicator at certain of our radio markets, and, as such, we performed an interim analysis for certain radio market goodwill. Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for the interim impairment assessments for the quarter ended June 30, 2022. Goodwill (Radio Market June 30, Reporting Units) 2022 (a) Impairment charge (in millions) $ 4.3 Discount Rate 9.5 % Year 1 Market Revenue Growth Rate Range (2.5)% - 1.5 % Long-term Market Revenue Growth Rate Range 0.7% – 1.0 % Mature Market Share Range 10.4% – 15.5 % Mature Operating Profit Margin Range 19.5% – 32.9 % (a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting. Goodwill Valuation Results The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments. Radio Reach Cable Broadcasting Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Additions — — — — — Impairments (4,325) — — — (4,325) Accumulated impairment losses (117,748) (16,114) (20,345) — (154,207) Audacy asset exchange (470) — — — (470) Net goodwill at June 30, 2022 $ 32,457 $ 14,354 $ 7,222 $ 165,044 $ 219,077 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2022 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 4. LONG-TERM DEBT: Long-term debt consists of the following: June 30, December 31, 2022 2021 (Unaudited) (In thousands) 7.375% Senior Secured Notes due February 2028 $ 800,000 $ 825,000 PPP Loan — 7,505 Total debt 800,000 832,505 Less: current portion of long-term debt — — Less: original issue discount and issuance costs 12,619 13,889 Long-term debt, net $ 787,381 $ 818,616 2028 Notes On January 7, 2021, the Company launched an offering (the “2028 Notes Offering”) of $825 million in aggregate principal amount of 7.375% senior secured notes due 2028 (the “2028 Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). On January 8, 2021, the Company entered into a purchase agreement with respect to the 2028 Notes at an issue price of 100% and the 2028 Notes Offering closed on January 25, 2021.The 2028 Notes are general senior secured obligations of the Company and are guaranteed on a senior secured basis by certain of the Company’s direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum. The Company used the net proceeds from the 2028 Notes Offering, together with cash on hand, to repay or redeem: (1) the 2017 Credit Facility; (2) the 2018 Credit Facility; (3) the MGM National Harbor Loan; (4) the remaining amounts of our 7.375% Notes; and (5) our 8.75% Notes that were issued in the November 2020 Exchange Offer (all as defined below). Upon settlement of the 2028 Notes Offering, the 2017 Credit Facility, the 2018 Credit Facility and the MGM National Harbor Loan were terminated and the indentures governing the 7.375% Notes and the 8.75% Notes were satisfied and discharged. There was a net loss on retirement of debt of approximately $6.9 million for the year ended December 31, 2021 associated with the settlement of the 2028 Notes. The 2028 Notes and the guarantees are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”)), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral. The associated debt issuance costs in the amount of approximately $15.4 million is reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs is charged to interest expense for all periods presented. The amount of deferred financing costs included in interest expense for all instruments, for the three months ended June 30, 2022 and 2021, was $504,000 and $471,000, respectively. The amount of deferred financing costs included in interest expense for all instruments, for the six months ended June 30, 2022 and 2021, was approximately $1.0 million and $1.3 million, respectively. The Company’s effective interest rate for 2022 is 7.83% and for 2021 was 7.96% . During the quarter ended June 30, 2022, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 91.0% of par. The Company recorded a net gain on retirement of debt of approximately $1.9 million for the quarter ended June 30, 2022. The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2028 Notes. PPP Loan On January 29, 2021, the Company submitted an application for participation in the second round of the Paycheck Protection Program loan program (“PPP”). 8.75% Notes In October 2020, the Company announced an offer to eligible holders of its 7.375% Senior Secured Notes due 2022 (the “7.375% Notes”) to exchange any and all of their 7.375% Notes for newly issued 8.75% Senior Secured Notes due 2022 (the “8.75 Notes”). The exchange offer closed on November 9, 2020 and, therefore, is referred to as the “November 2020 Exchange Offer”. Until their satisfaction and discharge on settlement of the 2028 Notes, the 8.75% Notes were governed by an indenture, dated November 9, 2020 (the “8.75% Notes Indenture”), by and between the Company, the guarantors therein (the “Guarantors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “8.75% Notes Trustee”) and as notes collateral agent (in such capacity, “the 8.75% Notes Collateral Agent”). Interest on the 8.75% Notes accrued at the rate per annum equal to 8.75% and was payable, in cash, quarterly on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2021, to holders of record on the immediately preceding January 1, April 1, July 1 and October 1, respectively. The 8.75% Notes were general senior obligations and were guaranteed (the “Guarantees”) by the Guarantors. The 8.75% Notes and the Guarantees: (i) ranked equal in right of payment to all of the Company’s and the Guarantor’s existing and future senior indebtedness, (ii) were secured on a first-priority basis by the Notes Priority Collateral (as defined below) and on a second-priority basis by the ABL Priority Collateral (defined below) owned by the Company and the applicable Guarantor, in each case subject to certain liens permitted under the 8.75% Notes Indenture, (iii) were equal in priority to the collateral owned by the Company and the Guarantor with respect to obligations under the credit agreement, dated as of April 18, 2017, by and among the Company, various lenders therein and Guggenheim Securities Credit Partners, LLC, as administrative agent and any other Parity Lien Debt (as described in the 8.75% Notes Indenture), if an, incurred after the date the 8.75% Notes were issued, (iv) ranked senior in right of payment to any existing or future subordinated indebtedness of the Company or Guarantors, (v) were initially guaranteed on a senior basis by each of the Company’s wholly-owned domestic subsidiaries (other than certain immaterial subsidiaries, unrestricted subsidiaries, and other certain exceptions), (vi) were effectively senior to all of the Company’s and the Guarantor’s existing and future unsecured indebtedness to the extent of the value of the collateral owned by the Company or applicable Guarantors and effectively senior to all existing and future ABL Debt Obligations (as defined in the 8.75% Notes Indenture) to the extent of the value of the Notes Priority Collateral (as defined below) owned by the Company or applicable Guarantor, (vii) were effectively subordinated to all of the Company’s and the Guarantor’s existing and future indebtedness that was secured by liens on assets that do not secure the Notes or the Guarantee to the extent of the value of such assets, (viii) were structurally subordinated to all of the Company’s and the Guarantor’s existing and future indebtedness and other claims and liabilities, including preferred stock, of subsidiaries of the Company that are not guarantors, and (ix) were effectively senior to any 7.375% Notes that remain outstanding after the November 2020 Exchange Offer with respect to any collateral proceeds. The 8.75% Notes and the guarantees were secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”), including the capital stock of each Guarantor (which, in the case of foreign subsidiaries, is limited to 65% of the voting stock and 100% of the non-voting stock of each first-tier foreign subsidiary) (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral. In connection with the November 2020 Exchange Offer, the 8.75% Notes were subject to a new intercreditor agreement, pursuant to which proceeds received by the 7.375% Notes Trustee with respect to collateral proceeds received by the 7.375% Notes Trustee for the 7.375% Notes under an existing parity lien intercreditor agreement were to be paid over to the 8.75% Notes Trustee for the 8.75% Notes to the extent of the amounts owed to the holders of the 8.75% Notes then outstanding. The Company could redeem the 8.75% Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such 8.75% Notes plus accrued and unpaid interest, if any, to the redemption date. Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repurchase, repay or redeem $15 million aggregate principal amount of the 8.75% Notes. Separately, within five business days after each Excess Cash Flow Calculation Date (as defined in the 8.75% Notes Indenture), the Company was to redeem an aggregate principal amount of 8.75% Notes equal to 50% of the Excess Cash Flow (as defined in the 8.75% Notes Indenture), provided that repurchases, repayments or redemption of 8.75% Notes with internally generated funds during the applicable calculation period would reduce on a dollar-for-dollar basis the amount of such redemption otherwise required on the applicable calculation date. Any such mandatory redemptions were to be at par (plus accrued and unpaid interest). The premium paid to the bondholders in the amount of approximately $3.5 million is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the obligation using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 2018 Credit Facility On December 4, 2018, the Company and certain of its subsidiaries entered into a credit agreement (“2018 Credit Facility”), among the Company, the lenders party thereto from time to time, Wilmington Trust, National Association, as administrative agent, and TCG Senior Funding L.L.C, as sole lead arranger and sole bookrunner. The 2018 Credit Facility provided $192.0 million in term loan borrowings, which was funded on December 20, 2018. The net proceeds of term loan borrowings under the 2018 Credit Facility were used to refinance, repurchase, redeem or otherwise repay the Company's then outstanding 9.25% Senior Subordinated Notes due 2020. Until its termination on settlement of the 2028 Notes, borrowings under the 2018 Credit Facility were subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company's total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company's existing credit facilities nor the trustee under the Company's existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfied the requirements of the definition of “Permitted Refinancing” (as defined in the agreements governing the Company's existing credit facilities) and neither of the administrative agents under the Company's existing credit facilities notified the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagreed with such determination (including a reasonable description of the basis upon which it disagrees). The 2018 Credit Facility was scheduled to mature on December 31, 2022 (the “Maturity Date”). In connection with the November 2020 Exchange Offer, we also entered into an amendment to certain terms of our 2018 Credit Facility including the extension of the maturity date to March 31, 2023. Interest rates on borrowings under the 2018 Credit Facility were either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings had been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings had been repaid. Interest payments began on the last day of the 3-month period commencing on the Funding Date. Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repay $10 million of the 2018 Credit Facility. The amendment was accounted for as a modification in accordance with the provisions of ASC 470, “ Debt . The Company's obligations under the 2018 Credit Facility were not secured. The 2018 Credit Facility was guaranteed on an unsecured basis by each entity that guarantees the Company's outstanding $350.0 million 2017 Credit Facility (as defined below). The term loans could be voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium. The Company was required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company was also required to use 75% of excess cash flow (“ECF payment”) as defined in the 2018 Credit Facility, which excluded any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor, to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding terms loans at par. The 2018 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility, as amended, also contained certain financial covenants, including a maintenance covenant requiring the Company's total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021, 6.75 to 1.00 in 2022 and 6.25 to 1.00 in 2023. The original issue discount in the amount of approximately $3.8 million and associated debt issuance costs in the amount of $875,000 were reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. MGM National Harbor Loan Concurrently, on December 4, 2018, Urban One Entertainment SPV, LLC (“UONESPV”) and its immediate parent, Radio One Entertainment Holdings, LLC (“ROEH”), each of which is a wholly owned subsidiary of the Company, entered into a credit agreement, providing $50.0 million in term loan borrowings (the “MGM National Harbor Loan”) which was funded on December 20, 2018. On June 25, 2020, the Company borrowed an incremental $3.6 million on the MGM National Harbor Loan and used the proceeds to pay down the higher coupon 2018 Credit Facility by the same amount. Until its termination on settlement of the 2028 Notes, the MGM National Harbor Loan was scheduled to mature on December 31, 2022 and bore interest at 7.0% per annum in cash plus 4.0% per annum paid-in kind. The loan had limited ability to be prepaid in the first two years. The loan was secured on a first priority basis by the assets of UONESPV and ROEH, including all of UONESPV's shares held by ROEH, all of UONESPV's interests in MGM National Harbor, its rights under the joint venture operating agreement governing the MGM National Harbor and UONESPV's obligation to exercise its put right under the joint venture operating agreement in the event of a UONESPV payment default or bankruptcy event, in each case, subject to applicable Maryland gaming laws and approvals. Exercise by UONESPV of its put right under the joint venture operating agreement was subject to required lender consent unless the proceeds are used to retire the MGM National Harbor Loan and any remaining excess is used to repay borrowings, if any, under the 2018 Credit Facility. The MGM National Harbor Loan also contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The original issue discount in the amount of approximately $1.0 million and associated debt issuance costs in the amount of approximately $1.7 million was being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the obligation using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 2017 Credit Facilities On April 18, 2017, the Company closed on a senior secured credit facility (the “2017 Credit Facility”). The 2017 Credit Facility was governed by a credit agreement by and among the Company, the lenders party thereto from time to time and Guggenheim Securities Credit Partners, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and Guggenheim Securities, LLC as sole lead arranger and sole book running manager. The 2017 Credit Facility provided for $350 million in term loan borrowings, all of which was advanced and outstanding on the date of the closing of the transaction. Until its termination on settlement of the 2028 Notes, the 2017 Credit Facility matured on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company’s 7.375% Notes (as defined below). At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.0% for 2021. The 2017 Credit Facility was (i) guaranteed by each entity that guarantees the Company’s 7.375% Notes on a pari passu basis with the guarantees of the 7.375% Notes and (ii) secured on a pari passu basis with the Company’s 7.375% Notes. The Company’s obligations under the 2017 Credit Facility were secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by certain notes priority collateral, and (ii) on a second priority basis by collateral for the Company’s asset-backed line of credit. In addition to any mandatory or optional prepayments, the Company was required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months required an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company was required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility. The 2017 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the 7.375% Notes. The 2017 Credit Facility also contained certain financial covenants, including a maintenance covenant requiring the Company’s interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00. The net proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previous senior secured credit facility and the agreement governing such credit facility. The 2017 Credit Facility contained affirmative and negative covenants that the Company was required to comply with, including: (a) maintaining an interest coverage ratio of no less than: ◾ 1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. (b) maintaining a senior leverage ratio of no greater than: ◾ 5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. (c) limitations on: ◾ liens; ◾ sale of assets; ◾ payment of dividends; and ◾ mergers. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 7.375% Notes On April 17, 2015, the Company closed a private offering of $350.0 million aggregate principal amount of 7.375% senior secured notes due 2022 (the “7.375% Notes”). The 7.375% Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015 and matured on April 15, 2022. Interest on the 7.375% Notes accrued at the rate of 7.375% per annum and was payable semiannually in arrears on April 15 and October 15, which commenced on October 15, 2015. The 7.375% Notes were guaranteed, jointly and severally, on a senior secured basis by the Company’s existing and future domestic subsidiaries, including TV One. The Company used the net proceeds from the 7.375% Notes, to refinance a previous credit agreement, refinance certain TV One indebtedness, and finance the buyout of membership interests of Comcast in TV One and pay the related accrued interest, premiums, fees and expenses associated therewith. Until their satisfaction and discharge on settlement of the 2028 Notes, the 7.375% Notes were the Company’s senior secured obligations and ranked equal in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including obligations under the 2017 Credit Facility and the Company’s previously existing senior subordinated notes. The 7.375% Notes and related guarantees were equally and ratably secured by the same collateral securing the 2017 Credit Facility and any other parity lien debt issued after the issue date of the 7.375% Notes, including any additional notes issued under the Indenture, but were effectively subordinated to the Company’s and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness that does not also secure the 7.375% Notes. Collateral included substantially all of the Company’s and the guarantors’ current and future property and assets for accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets including the capital stock of each subsidiary guarantor. On November 9, 2020, we completed the November 2020 Exchange Offer of 99.15% of our outstanding 7.375% Notes for $347 million aggregate principal amount of 8.75% Notes. Asset-Backed Credit Facilities On April 21, 2016, the Company entered into a senior credit agreement governing an asset-backed credit facility (the “2016 ABL Facility”) among the Company, the lenders party thereto from time to time and Wells Fargo Bank National Association, as administrative agent (the “Administrative Agent”). The 2016 ABL Facility originally provided for $25 million in revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. On November 13, 2019, the Company entered into an amendment to the 2016 ABL Facility, (the “2016 ABL Amendment”), which increased the borrowing capacity from $25 million in revolving loan borrowings to $37.5 million in order to provide for the working capital needs and general corporate requirements of the Company and provides for a letter of credit facility up to $7.5 million as a part of the overall $37.5 million in capacity. The 2016 ABL Amendment also redefined the “Maturity Date” to be “the earlier to occur of (a) April 21, 2021 and (b) the date that is thirty (30) days prior to the earlier to occur of (i) the Term Loan Maturity Date (as defined in the Term Loan Credit Agreement as in effect on the Effective Date or as the same may be extended in accordance with the terms of the Term Loan Credit Agreement), and (ii) the Stated Maturity (as defined in the Senior Secured Notes Indenture (as defined in the Term Loan Credit Agreement)) of the Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date or as the same may be extended in accordance with the terms of the Senior Secured Notes Indenture).” At the Company’s election, the interest rate on borrowings under the 2016 ABL Facility were based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the 2016 ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the 2016 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter. Advances under the 2016 ABL Facility were limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the 2016 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the 2016 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the 2016 ABL Facility), plus (ii) the aggregate amount of all other reserves, if any, established by Administrative Agent. All obligations under the 2016 ABL Facility were secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, (iii) all other property which constitutes ABL Priority Collateral (as defined in the 2016 ABL Facility). The obligations were also secured by all material subsidiaries of the Company. The 2016 ABL Facility was subject to the terms of the Intercreditor Agreement (as defined in the 2016 ABL Facility) by and among the Administrative Agent, the administrative agent for the secured parties under the Company’s term loan and the trustee and collateral trustee under the senior secured notes indenture. In connection with the offering of the 2028 Notes, the Company entered into an amendment of its 2016 ABL Facility to facilitate the issuance of the 2028 Notes. The amendments to the 2016 ABL Facility, include, among other things, a consent to the issuance of the 2028 Notes, revisions to terms and exclusions of collateral and addition of certain subsidiaries as guarantors. On February 19, 2021, the Company closed on a new asset backed credit facility (the “Current 2021 ABL Facility”). The Current 2021 ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The Current 2021 ABL Facility provides for up to $50 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current 2021 ABL Facility also provides for a letter of credit facility up to $5 million as a part of the overall $50 million in capacity. On closing of the Current 2021 ABL Facility, the 2016 ABL Facility was terminated on February 19, 2021. As of June 30, 2022, there was no balance outstanding on the Current 2021 ABL Facility. At the Company’s election, the interest rate on borrowings under the Current 2021 ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current 2021 ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the Current 2021 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter. Advances under the Current 2021 ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the Current 2021 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current 2021 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current 2021 ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current 2021 ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent. All obligations under the Current 2021 ABL Facility are secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the Current 2021 ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company. The Current 2021 ABL Facility matures on the earlier to occur of: (a) the date that is five ( 5 Finally, the Current 2021 ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current 2021 ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association. Letter of Credit Facility On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement providing for letter of credit capacity of up to $1.2 million. On October 8, 2019, the Company entered into an amendment to its letter of credit reimbursement and security agreement and extended the term to October 8, 2024. As of June 30, 2022, the Company had letters of credit totaling $871,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit are issued under the agreement are required to be collateralized with cash. In addition, the Current 2021 ABL Facility provides for letter of credit capacity of up to $5 million subject to certain limitations on availability. Future Minimum Principal Payments Future scheduled minimum principal payments of debt as of June 30, 2022, are as follows: 7.375% Senior Secured Notes due February 2028 Total (In thousands) July - December 2022 $ — $ — 2023 — — 2024 — — 2025 — — 2026 — — 2027 and thereafter 800,000 800,000 Total Debt $ 800,000 $ 800,000 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | 5. INCOME TAXES: The Company uses the estimated annual effective tax rate method under ASC 740-270, “ Interim Reporting In accordance with ASC 740, “ Accounting for Income Taxes, The Company is subject to the continuous examination of our income tax returns by the IRS and other domestic tax authorities. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. The Company believes that it is reasonably possible that a decrease of up to $680,000 of unrecognized tax benefits related to state tax exposures may occur within the next twelve months. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS’ EQUITY: On June 16, 2020, the Company’s Board of Directors authorized an amendment (the “Potential Amendment”) of Urban One's certificate of incorporation to effect a reverse stock split across all classes of common stock by a ratio of not less than one-for-two and not more than one-for-fifty at any time prior to December 31, 2021, with the exact ratio to be set at a whole number within this range as determined by our board of directors in its discretion. The Company’s shareholders approved the Potential Amendment at the annual meeting of the shareholders June 16, 2020. The Company did not act on the Potential Amendment but may do so in the future as determined by our board of directors in its discretion. On June 23, 2021, the Company’s Board of Directors authorized an amendment of the Urban One 2019 Equity and Performance Incentive Plan to increase the number of shares available for grant and to provide the grant of Class A as well as Class D shares. The amendment was approved by the Company’s shareholders and added 5,519,575 shares of Class D Shares and added 2,000,000 Class A Shares. On August 18, 2020, the Company entered into an Open Market Sales Agreement with Jefferies LLC (“Jefferies”) under which the Company sold shares of its Class A common stock, par value $0.001 per share (the “Class A Shares”) up to an aggregate offering price of $25 million (the “2020 ATM Program”). Jefferies acted as sales agent for the 2020 ATM Program. During the year ended December 31, 2020, the Company issued 2,859,276 shares of its Class A Shares at a weighted average price of $5.39 for approximately $14.7 million of net proceeds after associated fees and expenses. On January 19, 2021, the Company completed its 2020 ATM Program, sold an additional 1,465,826 shares for an aggregate of 4,325,102 Class A shares sold through the 2020 ATM Program, receiving gross proceeds of approximately $25.0 million and net proceeds of approximately $24.0 million for the program (inclusive of the $14.7 million sold during the year ended December 31, 2020). On January 27, 2021, the Company entered into a new 2021 Open Market Sale Agreement (the “2021 Sale Agreement”) with Jefferies under which the Company could sell up to an additional $25.0 million of Class A Shares, through Jefferies as its sales agent. During the three months ended March 31, 2021, the Company issued and sold an aggregate of 420,439 Class A Shares pursuant to the 2021 Sale Agreement and received gross proceeds of approximately $3.0 million and net proceeds of approximately $2.8 million, after deducting commissions to Jefferies and other offering expenses. During the three months ended June 30, 2021, the Company issued and sold an aggregate of 1,893,126 Class A Shares pursuant to the 2021 Sale Agreement and received gross proceeds of approximately $22.0 million and net proceeds of approximately $21.2 million, after deducting commissions to Jefferies and other offering expenses which completed its 2021 ATM Program. On May 17, 2021, the Company entered into an Open Market Sale Agreement SM (the “Class D Sale Agreement”) with Jefferies under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class D common stock, par value $0.001 per share (the “Class D Shares”), through Jefferies as its sales agent. On May 17, 2021, the Company filed a prospectus supplement pursuant to the Class D Sale Agreement for the offer and sale of its Class D Shares having an aggregate offering price of up to . As of June 30, 2022, the Company has no t sold any Class D Shares under the Class D Sale Agreement. On October 29, 2021, Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc. and/or Catherine L. Hughes, Founder and Chairperson of Urban One, Inc., and/or their affiliates converted a total of 883,890 shares of Class C Common Stock into 883,890 shares of Class A Common Stock. Stock Repurchase Program From time to time, the Company’s Board of Directors has authorized repurchases of shares of the Company’s Class A and Class D common stock. On March 7, 2022, the Board of the Company authorized and approved a share repurchase program for up to $25 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock over a period of 24 months. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the three and six months ended June 30, 2022, the Company repurchased 4,665,589 shares of Class D common stock in the amount of approximately $24.6 million at an average price of $5.26 per share and did not repurchase any Shares of Class A common stock. As of June 30, 2022, the Company had $439,000 remaining under its most recent and open authorization with respect to its Class A and Class D common stock. During the three and six months ended June 30, 2021, the Company did not repurchase any shares of Class A common stock or Class D common stock. In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan and 2019 Equity and Performance Incentive Plan (both as defined below). As of May 21, 2019, the 2019 Equity and Performance Incentive Plan will be used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2009 Stock Plan and the 2019 Equity and Performance Incentive Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”). During the three months ended June 30, 2022, the Company executed a Stock Vest Tax Repurchase of 16,181 shares of Class D Common Stock in the amount of $91,000 at an average price of $5.64 per share. During the three months ended June 30, 2021, the Company executed a Stock Vest Tax Repurchase of 14,051 shares of Class D Common Stock in the amount of $33,000 at an average price of $2.36 per share. During the six months ended June 30, 2022, the Company executed a Stock Vest Tax Repurchase of 18,830 shares of Class D Common Stock in the amount of $101,000 at an average price of $5.36 per share. During the six months ended June 30, 2021, the Company executed a Stock Vest Tax Repurchase of 509,347 shares of Class D Common Stock in the amount of $904,000 at an average price of $1.78 per share. Stock Option and Restricted Stock Grant Plan Our 2009 stock option and restricted stock plan (the “2009 Stock Plan”) was originally approved by the stockholders at the Company’s annual meeting on December 16, 2009. The Company had the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan. Since its original approval, from time to time, the Board of Directors adopted and as required, our stockholders approved certain amendments to and restatement of the 2009 Stock Plan (the “Amended and Restated 2009 Stock Plan”). The amendments under the Amended and Restated 2009 Stock Plan primarily affected (i) the number of shares with respect to which options and restricted stock grants may be granted under the 2009 Stock Plan and (ii) the maximum number of shares that can be awarded to any individual in any one calendar year. On April 13, 2015, the Board of Directors adopted, and our stockholders approved on June 2, 2015, an amendment that replenished the authorized plan shares, increasing the number of shares of Class D common stock available for grant back up to 8,250,000 shares. Our new stock option and restricted stock plan (“2019 Equity and Performance Incentive Plan”), currently in effect was approved by the stockholders at the Company’s annual meeting on May 21, 2019. The Board of Directors adopted, and on May 21, 2019, our stockholders approved, the 2019 Equity and Performance Incentive Plan which is funded with 5,500,000 shares of Class D Common Stock. The Company uses an average life for all option awards. The Company settles stock options upon exercise by issuing stock. As of June 30, 2022, 5,836,380 shares of Class D common stock and 2,000,000 shares of Class A common stock were available for grant under the 2019 Equity and Performance Incentive Plan. On June 12, 2019, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Company awarded Catherine Hughes, Chairperson, 427,148 restricted shares of the Company’s Class D common stock, and stock options to purchase 189,843 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On June 12, 2019, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 711,914 restricted shares of the Company’s Class D common stock, and stock options to purchase 316,406 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On June 12, 2019, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 243,750 restricted shares of the Company’s Class D common stock, and stock options to purchase 108,333 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On June 12, 2019, the Compensation Committee awarded David Kantor, Chief Executive Officer – Radio Division, 211,838 restricted shares of the Company’s Class D common stock, and stock options to purchase 94,150 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021. Pursuant to the terms of each of our stock plans and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market for tax purposes on or about the vesting dates. Stock-based compensation expense for the three months ended June 30, 2022 and 2021, was $336,000 and $172,000, respectively and for the six months ended June 30, 2022 and 2021, was $460,000 and $425,000, respectively. The Company granted 6,887 stock options during the three and six months ended June 30, 2022, did not grant any stock options during the three months ended June 30, 2021, and granted 20,000 stock options during the six months ended June 30, 2021. Transactions and other information relating to stock options for the six months ended June 30, 2022, are summarized below: Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Term Intrinsic Options Exercise Price (In Years) Value Outstanding at December 31, 2021 3,771,000 $ 2.18 5.68 $ 4,660,000 Grants 7,000 $ 3.63 — — Exercised (60,000) $ 0.83 — — Forfeited/cancelled/expired/settled — $ — — — Balance as of June 30, 2022 3,718,000 $ 2.20 5.28 $ 7,794,000 Vested and expected to vest at June 30, 2022 3,717,000 $ 2.20 5.28 $ 7,794,000 Unvested at June 30, 2022 11,000 $ 7.26 9.26 $ — Exercisable at June 30, 2022 3,707,000 $ 2.19 5.27 $ 7,794,000 The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the six months ended June 30, 2022, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on June 30, 2022. This amount changes based on the fair market value of the Company’s stock. There were 60,240 options exercised during the three and six months ended June 30, 2022 and there were 197,256 options exercised during the three and six months ended June 30, 2021. No options vested during the three months ended June 30, 2022 and June 30, 2021. There were 16,795 options vested during the six months ended June 30, 2022 and 832,847 options vested during six months ended June 30, 2021. As of June 30, 2022, $3,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of less than one month The Company granted 54,759 shares of restricted stock during the three and six months ended June 30, 2022 and granted 62,373 shares of restricted stock during the three and six months ended June 30, 2021. On July 6, 2021, each of the four non-executive directors received 9,671 shares of restricted stock or $50,000 worth of restricted stock based upon the closing price of the Company's Class D common stock on July 6, 2021. The restricted stock grants for the non-executive directors vest over a two-year period in equal 50% installments. See Note 9 – Subsequent Events Transactions and other information relating to restricted stock grants for the six months ended June 30, 2022, are summarized below: Average Fair Value at Grant Shares Date Unvested at December 31, 2021 76,000 $ 3.90 Grants 55,000 $ 5.39 Vested (82,000) $ 4.51 Forfeited/cancelled/expired — $ — Unvested at June 30, 2022 49,000 $ 4.56 Restricted stock grants were and are included in the Company’s outstanding share numbers on the effective date of grant. As of June 30, 2022, $45,000 of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over a weighted-average period of five months. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2022 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 7. SEGMENT INFORMATION: The Company has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure. The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including results of operations of TV One and CLEO TV. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. Operating loss or income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany revenue earned and expenses charged between segments are recorded at estimated fair value and eliminated in consolidation. The accounting policies described in the summary of significant accounting policies in Note 1 – Organization and Summary of Significant Accounting Policies Detailed segment data for the three and six months ended June 30, 2022 and 2021, is presented in the following tables: Three Months Ended June 30, 2022 2021 (Unaudited) (In thousands) Net Revenue: Radio Broadcasting $ 37,192 $ 35,465 Reach Media 11,092 9,414 Digital 17,881 15,129 Cable Television 53,449 48,461 Corporate/Eliminations* (804) (876) Consolidated $ 118,810 $ 107,593 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 25,538 $ 22,369 Reach Media 6,279 6,002 Digital 10,218 8,800 Cable Television 25,551 23,550 Corporate/Eliminations 7,975 6,627 Consolidated $ 75,561 $ 67,348 Depreciation and Amortization: Radio Broadcasting $ 825 $ 792 Reach Media 46 53 Digital 332 315 Cable Television 952 937 Corporate/Eliminations 326 228 Consolidated $ 2,481 $ 2,325 Impairment of Long-Lived Assets: Radio Broadcasting $ 16,933 $ — Reach Media — — Digital — — Cable Television — — Corporate/Eliminations — — Consolidated $ 16,933 $ — Operating income (loss): Radio Broadcasting $ (6,104) $ 12,304 Reach Media 4,767 3,359 Digital 7,331 6,014 Cable Television 26,946 23,974 Corporate/Eliminations (9,105) (7,731) Consolidated $ 23,835 $ 37,920 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (804) $ (876) Capital expenditures by segment are as follows: Radio Broadcasting $ 616 $ 966 Reach Media 153 31 Digital 410 246 Cable Television 233 144 Corporate/Eliminations 883 263 Consolidated $ 2,295 $ 1,650 Six Months Ended June 30, 2022 2021 (Unaudited) (In thousands) Net Revenue: Radio Broadcasting $ 68,684 $ 63,253 Reach Media 21,123 17,230 Digital 33,367 25,484 Cable Television 109,883 94,703 Corporate/Eliminations* (1,898) (1,637) Consolidated $ 231,159 $ 199,033 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 49,156 $ 45,698 Reach Media 12,475 11,176 Digital 21,082 16,853 Cable Television 51,698 45,071 Corporate/Eliminations 14,556 13,969 Consolidated $ 148,967 $ 132,767 Depreciation and Amortization: Radio Broadcasting $ 1,640 $ 1,522 Reach Media 93 111 Digital 665 638 Cable Television 1,899 1,866 Corporate/Eliminations 589 452 Consolidated $ 4,886 $ 4,589 Impairment of Long-Lived Assets: Radio Broadcasting $ 16,933 $ — Reach Media — — Digital — — Cable Television — — Corporate/Eliminations — — Consolidated $ 16,933 $ — Operating income (loss): Radio Broadcasting $ 955 $ 16,033 Reach Media 8,555 5,943 Digital 11,620 7,993 Cable Television 56,286 47,766 Corporate/Eliminations (17,043) (16,058) Consolidated $ 60,373 $ 61,677 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (1,898) $ (1,637) Capital expenditures by segment are as follows: Radio Broadcasting $ 1,256 $ 1,227 Reach Media 174 32 Digital 635 572 Cable Television 616 182 Corporate/Eliminations 1,190 441 Consolidated $ 3,871 $ 2,454 As of June 30, December 31, 2022 2021 (Unaudited) (In thousands) Total Assets: Radio Broadcasting $ 604,868 $ 627,948 Reach Media 32,913 33,451 Digital 30,292 32,915 Cable Television 397,214 367,896 Corporate/Eliminations 189,477 198,898 Consolidated $ 1,254,764 $ 1,261,108 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES: Royalty Agreements Musical works rights holders, generally songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights, Inc. (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties, and distribute them to the rights holders. We currently have arrangements with ASCAP, SESAC and GMR. On April 22, 2020, the Radio Music License Committee (“RMLC”), an industry group which the Company is a part of, and BMI reached agreement on the terms of a new license agreement that covers the period January 1, 2017, through December 31, 2021. Upon approval of the court of the BMI/RMLC agreement, the Company automatically became a party to the agreement and a license through December 31, 2021. On April 12, 2022, the RMLC announced that it had reached an interim licensing agreement with BMI. The radio industry’s previous agreement with BMI covering calendar years 2017 to 2021 expired December 31, 2021 (the “2017 Licensing Terms”), but the interim arrangement will keep the 2017 Licensing Terms in place until a new arrangement is agreed upon. The Company is party to the interim arrangement and, therefore, will continue to operate under the 2017 Licensing Terms. Other Contingencies The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations. Off-Balance Sheet Arrangements The Company currently is under a letter of credit reimbursement and security agreement with capacity of up to $1.2 million which expires on October 8, 2024. As of June 30, 2022, the Company had letters of credit totaling $871,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit are issued under the agreement are required to be collateralized with cash. In addition, the Current 2021 ABL Facility provides for letter of credit capacity of up to $5 million subject to certain limitations on availability. Noncontrolling Interest Shareholders’ Put Rights Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”). This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The noncontrolling interest shareholders of Reach Media did not exercise their Put Right for the 30-day period ending January 31, 2022. Management, at this time, cannot reasonably determine the period when and if the put right will be exercised by the noncontrolling interest shareholders. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS: Since July 1, 2022, and through July 6, 2022, the Company repurchased 100,803 shares of Class D common stock in the amount of $439,000 at an average price of $4.30 per share. Giving effect to the July repurchases, the Company does not have any remaining shares under its most recent and open authorization. On July 5, 2022, each of the four non-executive directors received 11,848 shares of restricted stock, valued at $50,000 based upon the closing price of the Company's Class D common stock on the grant date. The shares vest in equal portions over two years. On August 4, 2022, the Company announced that it will pursue running a referendum campaign to approve the One Resort + Casino project in the 2023 election cycle as provided by the current Virginia budget language. The Company noted that despite its strong legal arguments to support moving forward in 2022, it asked its partner, the City of Richmond, to withdraw its petition for a November 2022 ballot referendum after determining that a long protracted legal dispute at this time does not best serve the citizens of Richmond or the Commonwealth of Virginia. The Company noted that it is now focused on winning the Richmond casino referendum in 2023. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | (a) Organization Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of June 30, 2022, we owned and/or operated 64 independently formatted, revenue producing broadcast stations (including 54 FM or AM stations, 8 HD stations, and the 2 low power television stations we operate), located in 13 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content platform targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up! Mornings with Erica Campbell Show, Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to communicate with African-American and urban audiences. Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate other media brands, such as TV One, CLEO TV, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 – Segment Information.) |
Interim Financial Statements | (b) Interim Financial Statements The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form 10-K. |
Financial Instruments | (c) Financial Instruments Financial instruments as of June 30, 2022 and December 31, 2021, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of June 30, 2022 and December 31, 2021, except for the Company’s long-term debt. On June 1, 2021, the Company borrowed approximately $7.5 million on a new PPP loan (as defined in Note 4 – Long-Term Debt fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. On January 25, 2021, the Company borrowed $825 million in aggregate principal amount of senior secured notes due February 2028 (the “2028 Notes”). The 7.375% 2028 Notes had a carrying value of approximately $800.0 million and fair value of approximately $684.0 million as of June 30, 2022, and had a carrying value of approximately $825.0 million and fair value of approximately $851.8 million as of December 31, 2021. The fair values of the 2028 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. There was no balance outstanding on the Company’s asset-backed credit facility as of June 30, 2022 and December 31, 2021. |
Revenue Recognition | (d) Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers, Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $4.4 million and $4.1 million for the three months ended June 30, 2022 and 2021, respectively. Agency and outside sales representative commissions were approximately $8.0 million and $7.6 million for the six months ended June 30, 2022 and 2021, respectively. Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered or when “click through” purchases are made, where applicable. In addition, Interactive One derives revenue from its affiliate partners, in which it provides third-party clients with services including digital platforms and related expertise. Revenue is recognized primarily as a share of the third party’s reported revenue. Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue at a point in time when the advertisements are run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $5.3 million and $4.4 million for the three months ended June 30, 2022 and 2021, respectively. Agency and outside sales representative commissions were approximately $10.5 million and $8.2 million for the six months ended June 30, 2022 and 2021, respectively. Revenue by Contract Type The following chart shows our net revenue (and sources) for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (In thousands) Net Revenue: Radio Advertising $ 44,518 $ 42,605 $ 83,645 $ 75,944 Political Advertising 1,839 500 2,371 1,280 Digital Advertising 17,881 15,016 33,363 25,369 Cable Television Advertising 29,120 22,968 59,535 43,670 Cable Television Affiliate Fees 24,318 25,396 50,288 50,883 Event Revenues & Other 1,134 1,108 1,957 1,887 Net Revenue (as reported) $ 118,810 $ 107,593 $ 231,159 $ 199,033 Contract assets and liabilities Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income, reserve for audience deficiency and unearned event income) that are not separately stated in our consolidated balance sheets at June 30, 2022, December 31, 2021 and June 30, 2021 were as follows: June 30, 2022 December 31, 2021 June 30, 2021 (Unaudited) (Unaudited) (In thousands) Contract assets: Unbilled receivables $ 10,470 $ 10,735 $ 8,540 Contract liabilities: Customer advances and unearned income $ 7,708 $ 7,494 $ 5,252 Reserve for audience deficiency 7,050 6,020 6,478 Unearned event income 379 — 6,118 Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed and are included in accounts receivable on the consolidated balance sheets. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term and are included in other current liabilities on the consolidated balance sheets. The reserve for audience deficiency represents the portion of revenue that is deferred until the shortfall in contracts where the ratings were guaranteed is settled, typically by providing additional advertising units generally within one year of the original airing. Unearned event income represents payments by customers for upcoming events. For customer advances and unearned income as of January 1, 2022, $550,000 and approximately $2.0 million, was recognized as revenue during the three and six months ended June 30, 2022, respectively. For customer advances and unearned income as of January 1, 2021, $545,000 and approximately $2.6 million was recognized as revenue during the three and six months ended June 30, 2021, respectively. For unearned event income, no revenue was recognized during the six months ended June 30, 2022 and June 30, 2021. Practical expedients and exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Launch Support | (e) Launch Support The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. For the three and six months ended June 30, 2022, the Company paid approximately $5.0 million for carriage initiation. For the six months ended June 30, 2022, there was non-cash launch support additions of approximately $13.8 million for carriage initiation that will be paid in cash in future periods. The Company did not pay any launch support for carriage initiation during the three and six months ended June 30, 2021. The weighted-average amortization period for launch support is approximately 8.1 years as of June 30, 2022, and approximately 7.1 years as of December 31, 2021. The remaining weighted-average amortization period for launch support is 4.3 years and 3.3 years as of June 30, 2022 and December 31, 2021, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For the three months ended June 30, 2022 and 2021, launch support asset amortization of approximately $1.1 million and $105,000, respectively, was recorded as a reduction of revenue, and $232,000 and $229,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. For the six months ended June 30, 2022 and 2021, launch support asset amortization of approximately $1.5 million and $211,000, respectively, was recorded as a reduction of revenue, and $371,000 and $457,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. |
Barter Transactions | (f) Barter Transactions For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended June 30, 2022 and 2021, barter transaction revenues were $570,000 and $440,000, respectively. Additionally, for the three months ended June 30, 2022 and 2021, barter transaction costs were reflected in programming and technical expenses of $404,000 and $302,000, respectively, and selling, general and administrative expenses of $166,000 and $138,000, respectively. For the six months ended June 30, 2022 and 2021, barter transaction revenues were $904,000 and $889,000, respectively. Additionally, for the six months ended June 30, 2022 and 2021, barter transaction costs were reflected in programming and technical expenses of $573,000 and $614,000, respectively, and selling, general and administrative expenses of $331,000 and $275,000, respectively. |
Earnings Per Share | (g) Earnings Per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. The amount of earnings per share pertains to each of our classes of common stock because the holders of each class are entitled to equal per share dividends or distributions in liquidation in accordance with the Company’s Amended and Restated Certificate of Incorporation. The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) Numerator: Net income attributable to common stockholders $ 15,034 $ 17,866 $ 31,403 $ 17,873 Denominator: Denominator for basic net income per share - weighted average outstanding shares 50,806,346 49,789,892 50,994,612 49,124,056 Effect of dilutive securities: Stock options and restricted stock 3,852,197 3,991,026 3,877,351 4,062,563 Denominator for diluted net income per share - weighted-average outstanding shares 54,658,543 53,780,918 54,871,963 53,186,619 Net income attributable to common stockholders per share – basic $ 0.30 $ 0.36 $ 0.62 $ 0.36 Net income attributable to common stockholders per share – diluted $ 0.28 $ 0.33 $ 0.57 $ 0.34 |
Fair Value Measurements | (h) Fair Value Measurements We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 Level 2 Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. As of June 30, 2022, and December 31, 2021, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of June 30, 2022 Liabilities subject to fair value measurement: Employment agreement award (a) $ 29,675 — — $ 29,675 Total $ 29,675 $ — $ — $ 29,675 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 18,690 $ — $ — $ 18,690 As of December 31, 2021 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,193 — — $ 28,193 Total $ 28,193 $ — $ — $ 28,193 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 17,015 $ — $ — $ 17,015 (a) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis). The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The long-term portion of the award is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. (b) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. There were no transfers in or out of Level 1, 2, or 3 during the six months ended June 30, 2022. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the six months ended June 30 2022: Employment Redeemable Agreement Noncontrolling Award Interests (In thousands) Balance at December 31, 2021 $ 28,193 $ 17,015 Net income attributable to noncontrolling interests — 1,471 Dividends paid to noncontrolling interests — (1,599) Change in fair value 1,482 1,803 Balance at June 30, 2022 $ 29,675 $ 18,690 The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date $ (1,482) $ — Losses and income included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three and six months ended June 30, 2022 and 2021. As of As of June 30, December 31, Significant 2022 2021 Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Employment agreement award Discounted Cash Flow Discount Rate 10.5 % 9.5 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 0.5 % 0.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.5 % 11.5 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 0.4 % 0.4 % Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements. Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. For the three and six months ended June 30, 2022, the Company recorded an impairment charge of approximately $4.3 million related to its Atlanta market goodwill balance, and also an impairment charge of approximately $12.6 million associated with our Atlanta, Dallas, Houston, Indianapolis, and Raleigh market radio broadcasting licenses. The Company concluded these assets were not impaired during the six months ended June 30, 2021. |
Redeemable noncontrolling interest | (k) Redeemable noncontrolling interest Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital. |
Investments - Cost Method | (l) Investments – Cost Method On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. On November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis and our MGM investment is included in other assets on the consolidated balance sheets. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. We recognized distribution income in the amount of approximately $2.1 million and $1.9 million, for the three months ended June 30, 2022 and 2021, respectively, and approximately $4.1 million and $3.6 million, for the six months ended June 30, 2022 and 2021, respectively, which is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review. The Company reviewed the investment and concluded that no impairment to the carrying value was required. There has been no impairment of the investment to date. |
Content Assets | (m) Content Assets Our cable television segment has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to five years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins, and the program is available for its first airing. For programming that is predominantly monetized as part of a content group, which includes our acquired and commissioned programs, capitalized costs are amortized based on an estimate of our usage and benefit from such programming. The estimates require management’s judgement and include consideration of factors such as expected revenues to be derived from the programming, the expected number of future airings, and, if applicable, the length of the license period. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, “ Entertainment – Films Content that is predominantly monetized within a film group is assessed for impairment at the film group level and is tested for impairment if circumstances indicate that the fair value of the content within the film group is less than its unamortized costs. The Company did not record any impairment or additional amortization expense as a result of evaluating its contracts for impairment for the six months ended June 30, 2022 and 2021. Impairment and amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset. Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs. |
Impact of Recently Issued Accounting Pronouncements | (j) Impact of Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. companies |
Employment Agreement Award | (n) Employment Agreement Award As discussed, in footnote 1(h), the Company accounts for the Employment Agreement Award at fair value. The Company estimated the fair value of the award at June 30, 2022, and December 31, 2021, to be approximately $29.7 million and $28.2 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The expense associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was $903,000 and $911,000 for the three months ended June 30, 2022, and 2021, respectively, and was approximately $1.5 million and $1.5 million for the six months ended June 30, 2022 and 2021, respectively. The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. The CEO was fully vested in the award upon execution of the employment agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement. |
Related Party Transactions | (o) Related Party Transactions Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage ® ® ® ® ® ® ® Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation. Such services are provided to the Foundation on a pass-through basis at cost. Additionally, from time to time, the Foundation reimburses Reach Media for expenditures paid on its behalf at Reach Media-related events. Under these arrangements, as of June 30, 2022 and December 31, 2021, the Foundation owed $6,000 and $4,000, respectively, to Reach Media. Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc. (“BMI”), a performance rights organization. During the three months ended June 30, 2022 and 2021, the Company incurred expense of $607,000 and $908,000 , respectively. During the six months ended June 30, 2022 and 2021, the Company incurred expense of approximately $1.5 million and $1.9 million, respectively. As of June 30, 2022 and December 31, 2021, the Company owed BMI $621,000 and $423,000 , respectively. |
Leases | (i) Leases On January 1, 2019, with the adoption of Accounting Standards Codification (“ASC”) Topic 842, Leases package ASC 842 results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of right of use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases. Upon adoption of ASC 842, deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. Many of the Company's leases provide for renewal terms and escalation clauses, which are factored into calculating the lease liabilities when appropriate. The implicit rate within the Company's lease agreements is generally not determinable and as such the Company’s collateralized borrowing rate is used. The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Dollars In thousands) (Dollars In thousands) Operating Lease Cost (Cost resulting from lease payments) $ 3,169 $ 3,335 $ 6,414 $ 6,549 Variable Lease Cost (Cost excluded from lease payments) 10 10 20 20 Total Lease Cost $ 3,179 $ 3,345 $ 6,434 $ 6,569 Operating Lease - Operating Cash Flows (Fixed Payments) $ 3,503 $ 3,419 $ 7,006 $ 6,750 Operating Lease - Operating Cash Flows (Liability Reduction) $ 2,479 $ 2,248 $ 4,928 $ 4,422 Weighted Average Lease Term - Operating Leases 4.68 years 5.24 years 4.68 years 5.24 years Weighted Average Discount Rate - Operating Leases 11.00 % 11.00 % 11.00 % 11.00 % As of June 30, 2022, maturities of lease liabilities were as follows: For the Year Ended December 31, (Dollars in thousands) For the remaining six months ending December 31, 2022 $ 6,829 2023 11,886 2024 10,773 2025 6,033 2026 3,723 Thereafter 8,189 Total future lease payments 47,433 Imputed interest 10,600 Total $ 36,833 |
Going Concern Assessment | (p) Going Concern Assessment As part of its internal control framework, the Company routinely performs a going concern assessment. We have concluded that the Company has sufficient capacity to meet its financing obligations, that cash flows from operations are sufficient to meet the liquidity needs and/or has sufficient capacity to access asset-backed facility funds to finance working capital needs should the need arise. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of net revenue (and sources) | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (In thousands) Net Revenue: Radio Advertising $ 44,518 $ 42,605 $ 83,645 $ 75,944 Political Advertising 1,839 500 2,371 1,280 Digital Advertising 17,881 15,016 33,363 25,369 Cable Television Advertising 29,120 22,968 59,535 43,670 Cable Television Affiliate Fees 24,318 25,396 50,288 50,883 Event Revenues & Other 1,134 1,108 1,957 1,887 Net Revenue (as reported) $ 118,810 $ 107,593 $ 231,159 $ 199,033 |
Schedule of contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) | June 30, 2022 December 31, 2021 June 30, 2021 (Unaudited) (Unaudited) (In thousands) Contract assets: Unbilled receivables $ 10,470 $ 10,735 $ 8,540 Contract liabilities: Customer advances and unearned income $ 7,708 $ 7,494 $ 5,252 Reserve for audience deficiency 7,050 6,020 6,478 Unearned event income 379 — 6,118 |
Schedule of calculation of basic and diluted earnings per share from continuing operations | The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) Numerator: Net income attributable to common stockholders $ 15,034 $ 17,866 $ 31,403 $ 17,873 Denominator: Denominator for basic net income per share - weighted average outstanding shares 50,806,346 49,789,892 50,994,612 49,124,056 Effect of dilutive securities: Stock options and restricted stock 3,852,197 3,991,026 3,877,351 4,062,563 Denominator for diluted net income per share - weighted-average outstanding shares 54,658,543 53,780,918 54,871,963 53,186,619 Net income attributable to common stockholders per share – basic $ 0.30 $ 0.36 $ 0.62 $ 0.36 Net income attributable to common stockholders per share – diluted $ 0.28 $ 0.33 $ 0.57 $ 0.34 |
Schedule of fair values of our financial assets and liabilities measured at fair value on a recurring basis | Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of June 30, 2022 Liabilities subject to fair value measurement: Employment agreement award (a) $ 29,675 — — $ 29,675 Total $ 29,675 $ — $ — $ 29,675 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 18,690 $ — $ — $ 18,690 As of December 31, 2021 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,193 — — $ 28,193 Total $ 28,193 $ — $ — $ 28,193 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 17,015 $ — $ — $ 17,015 (a) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis). The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The long-term portion of the award is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. (b) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. |
Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis | Employment Redeemable Agreement Noncontrolling Award Interests (In thousands) Balance at December 31, 2021 $ 28,193 $ 17,015 Net income attributable to noncontrolling interests — 1,471 Dividends paid to noncontrolling interests — (1,599) Change in fair value 1,482 1,803 Balance at June 30, 2022 $ 29,675 $ 18,690 The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date $ (1,482) $ — |
Schedule of significant unobservable input value | As of As of June 30, December 31, Significant 2022 2021 Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Employment agreement award Discounted Cash Flow Discount Rate 10.5 % 9.5 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 0.5 % 0.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.5 % 11.5 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 0.4 % 0.4 % |
Schedule of the components of lease expense and the weighted average remaining lease term and the weighted average discount rate | The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) (Unaudited) (Dollars In thousands) (Dollars In thousands) Operating Lease Cost (Cost resulting from lease payments) $ 3,169 $ 3,335 $ 6,414 $ 6,549 Variable Lease Cost (Cost excluded from lease payments) 10 10 20 20 Total Lease Cost $ 3,179 $ 3,345 $ 6,434 $ 6,569 Operating Lease - Operating Cash Flows (Fixed Payments) $ 3,503 $ 3,419 $ 7,006 $ 6,750 Operating Lease - Operating Cash Flows (Liability Reduction) $ 2,479 $ 2,248 $ 4,928 $ 4,422 Weighted Average Lease Term - Operating Leases 4.68 years 5.24 years 4.68 years 5.24 years Weighted Average Discount Rate - Operating Leases 11.00 % 11.00 % 11.00 % 11.00 % |
Schedule of maturities of lease liabilities | For the Year Ended December 31, (Dollars in thousands) For the remaining six months ending December 31, 2022 $ 6,829 2023 11,886 2024 10,773 2025 6,033 2026 3,723 Thereafter 8,189 Total future lease payments 47,433 Imputed interest 10,600 Total $ 36,833 |
GOODWILL, RADIO BROADCASTING _2
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | |
Schedule of Radio Broadcasting licenses impairment test | Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for the interim impairment assessments for the quarter ended June 30, 2022. Radio Broadcasting June 30, Licenses 2022 (a) Impairment charge (in millions) $ 12.6 (*) Discount Rate 9.5 % Year 1 Market Revenue Growth Rate Range 1.4% – 1.8 % Long-term Market Revenue Growth Rate Range 0.7% – 1.0 % Mature Market Share Range 6.2% – 23.2 % Mature Operating Profit Margin Range 28.3% – 36.1 % (a) (*) |
Schedule of goodwill impairment Radio Markets Reporting Units | Goodwill (Radio Market June 30, Reporting Units) 2022 (a) Impairment charge (in millions) $ 4.3 Discount Rate 9.5 % Year 1 Market Revenue Growth Rate Range (2.5)% - 1.5 % Long-term Market Revenue Growth Rate Range 0.7% – 1.0 % Mature Market Share Range 10.4% – 15.5 % Mature Operating Profit Margin Range 19.5% – 32.9 % (a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting. |
Schedule of changes in carrying amount of goodwill | The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments. Radio Reach Cable Broadcasting Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Additions — — — — — Impairments (4,325) — — — (4,325) Accumulated impairment losses (117,748) (16,114) (20,345) — (154,207) Audacy asset exchange (470) — — — (470) Net goodwill at June 30, 2022 $ 32,457 $ 14,354 $ 7,222 $ 165,044 $ 219,077 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
LONG-TERM DEBT | |
Schedule of long-term debt | June 30, December 31, 2022 2021 (Unaudited) (In thousands) 7.375% Senior Secured Notes due February 2028 $ 800,000 $ 825,000 PPP Loan — 7,505 Total debt 800,000 832,505 Less: current portion of long-term debt — — Less: original issue discount and issuance costs 12,619 13,889 Long-term debt, net $ 787,381 $ 818,616 |
Schedule of future scheduled minimum principal payments | Future scheduled minimum principal payments of debt as of June 30, 2022, are as follows: 7.375% Senior Secured Notes due February 2028 Total (In thousands) July - December 2022 $ — $ — 2023 — — 2024 — — 2025 — — 2026 — — 2027 and thereafter 800,000 800,000 Total Debt $ 800,000 $ 800,000 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
STOCKHOLDERS' EQUITY | |
Schedule of transaction and other information relating to stock options | Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Term Intrinsic Options Exercise Price (In Years) Value Outstanding at December 31, 2021 3,771,000 $ 2.18 5.68 $ 4,660,000 Grants 7,000 $ 3.63 — — Exercised (60,000) $ 0.83 — — Forfeited/cancelled/expired/settled — $ — — — Balance as of June 30, 2022 3,718,000 $ 2.20 5.28 $ 7,794,000 Vested and expected to vest at June 30, 2022 3,717,000 $ 2.20 5.28 $ 7,794,000 Unvested at June 30, 2022 11,000 $ 7.26 9.26 $ — Exercisable at June 30, 2022 3,707,000 $ 2.19 5.27 $ 7,794,000 |
Schedule of transaction and other information relating to restricted stock grants | Average Fair Value at Grant Shares Date Unvested at December 31, 2021 76,000 $ 3.90 Grants 55,000 $ 5.39 Vested (82,000) $ 4.51 Forfeited/cancelled/expired — $ — Unvested at June 30, 2022 49,000 $ 4.56 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SEGMENT INFORMATION | |
Schedule of segment reporting information | Three Months Ended June 30, 2022 2021 (Unaudited) (In thousands) Net Revenue: Radio Broadcasting $ 37,192 $ 35,465 Reach Media 11,092 9,414 Digital 17,881 15,129 Cable Television 53,449 48,461 Corporate/Eliminations* (804) (876) Consolidated $ 118,810 $ 107,593 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 25,538 $ 22,369 Reach Media 6,279 6,002 Digital 10,218 8,800 Cable Television 25,551 23,550 Corporate/Eliminations 7,975 6,627 Consolidated $ 75,561 $ 67,348 Depreciation and Amortization: Radio Broadcasting $ 825 $ 792 Reach Media 46 53 Digital 332 315 Cable Television 952 937 Corporate/Eliminations 326 228 Consolidated $ 2,481 $ 2,325 Impairment of Long-Lived Assets: Radio Broadcasting $ 16,933 $ — Reach Media — — Digital — — Cable Television — — Corporate/Eliminations — — Consolidated $ 16,933 $ — Operating income (loss): Radio Broadcasting $ (6,104) $ 12,304 Reach Media 4,767 3,359 Digital 7,331 6,014 Cable Television 26,946 23,974 Corporate/Eliminations (9,105) (7,731) Consolidated $ 23,835 $ 37,920 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (804) $ (876) Capital expenditures by segment are as follows: Radio Broadcasting $ 616 $ 966 Reach Media 153 31 Digital 410 246 Cable Television 233 144 Corporate/Eliminations 883 263 Consolidated $ 2,295 $ 1,650 Six Months Ended June 30, 2022 2021 (Unaudited) (In thousands) Net Revenue: Radio Broadcasting $ 68,684 $ 63,253 Reach Media 21,123 17,230 Digital 33,367 25,484 Cable Television 109,883 94,703 Corporate/Eliminations* (1,898) (1,637) Consolidated $ 231,159 $ 199,033 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 49,156 $ 45,698 Reach Media 12,475 11,176 Digital 21,082 16,853 Cable Television 51,698 45,071 Corporate/Eliminations 14,556 13,969 Consolidated $ 148,967 $ 132,767 Depreciation and Amortization: Radio Broadcasting $ 1,640 $ 1,522 Reach Media 93 111 Digital 665 638 Cable Television 1,899 1,866 Corporate/Eliminations 589 452 Consolidated $ 4,886 $ 4,589 Impairment of Long-Lived Assets: Radio Broadcasting $ 16,933 $ — Reach Media — — Digital — — Cable Television — — Corporate/Eliminations — — Consolidated $ 16,933 $ — Operating income (loss): Radio Broadcasting $ 955 $ 16,033 Reach Media 8,555 5,943 Digital 11,620 7,993 Cable Television 56,286 47,766 Corporate/Eliminations (17,043) (16,058) Consolidated $ 60,373 $ 61,677 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (1,898) $ (1,637) Capital expenditures by segment are as follows: Radio Broadcasting $ 1,256 $ 1,227 Reach Media 174 32 Digital 635 572 Cable Television 616 182 Corporate/Eliminations 1,190 441 Consolidated $ 3,871 $ 2,454 As of June 30, December 31, 2022 2021 (Unaudited) (In thousands) Total Assets: Radio Broadcasting $ 604,868 $ 627,948 Reach Media 32,913 33,451 Digital 30,292 32,915 Cable Television 397,214 367,896 Corporate/Eliminations 189,477 198,898 Consolidated $ 1,254,764 $ 1,261,108 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net Revenue | $ 118,810 | $ 107,593 | $ 231,159 | $ 199,033 |
Radio Advertising [Member] | ||||
Net Revenue | 44,518 | 42,605 | 83,645 | 75,944 |
Political Advertising [Member] | ||||
Net Revenue | 1,839 | 500 | 2,371 | 1,280 |
Digital Advertising [Member] | ||||
Net Revenue | 17,881 | 15,016 | 33,363 | 25,369 |
Cable Television Advertising [Member] | ||||
Net Revenue | 29,120 | 22,968 | 59,535 | 43,670 |
Cable Television Affiliate Fees [Member] | ||||
Net Revenue | 24,318 | 25,396 | 50,288 | 50,883 |
Event Revenues & Other [Member] | ||||
Net Revenue | $ 1,134 | $ 1,108 | $ 1,957 | $ 1,887 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contract assets and liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Contract assets: | |||
Unbilled receivables | $ 10,470 | $ 8,540 | $ 10,735 |
Contract liabilities: | |||
Customer advances and unearned income | 7,708 | 5,252 | 7,494 |
Reserve for audience deficiency | 7,050 | 6,478 | $ 6,020 |
Unearned event income | $ 379 | $ 6,118 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share | ||||
Net income (loss) attributable to common stockholders | $ 15,034 | $ 17,866 | $ 31,403 | $ 17,873 |
Denominator: | ||||
Denominator for basic net income (loss) per share - weighted average outstanding shares | 50,806,346 | 49,789,892 | 50,994,612 | 49,124,056 |
Effect of dilutive securities: | ||||
Stock options and restricted stock | 3,852,197 | 3,991,026 | 3,877,351 | 4,062,563 |
Denominator for diluted net income (loss) per share - weighted-average outstanding shares | 54,658,543 | 53,780,918 | 54,871,963 | 53,186,619 |
Net income (loss) attributable to common stockholders per share - basic | $ 0.30 | $ 0.36 | $ 0.62 | $ 0.36 |
Net income (loss) attributable to common stockholders per share -diluted | $ 0.28 | $ 0.33 | $ 0.57 | $ 0.34 |
ORGANIZATION AND SUMMARY OF S_7
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Liabilities subject to fair value measurement: | ||
Employment agreement award | $ 29,675 | $ 28,193 |
Total | 29,675 | 28,193 |
Mezzanine equity subject to fair value measurement: | ||
Redeemable noncontrolling interests | 18,690 | 17,015 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities subject to fair value measurement: | ||
Employment agreement award | 29,675 | 28,193 |
Total | 29,675 | 28,193 |
Mezzanine equity subject to fair value measurement: | ||
Redeemable noncontrolling interests | $ 18,690 | $ 17,015 |
ORGANIZATION AND SUMMARY OF S_8
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measured on recurring basis (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Employment Agreement Award [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | $ 28,193 |
Change in fair value | 1,482 |
Balance, end of period | 29,675 |
The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date | (1,482) |
Redeemable Noncontrolling Interest [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | 17,015 |
Net income attributable to redeemable noncontrolling interests | 1,471 |
Dividends paid to noncontrolling interests | (1,599) |
Change in fair value | 1,803 |
Balance, end of period | $ 18,690 |
ORGANIZATION AND SUMMARY OF S_9
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measurements on recurring and nonrecurring valuation techniques (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Measurement Input, Discount Rate [Member] | Employment Agreement Award [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 10.50% | 9.50% |
Measurement Input, Discount Rate [Member] | Redeemable Noncontrolling Interest [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 11.50% | 11.50% |
Measurement Input, Long-term Revenue Growth Rate [Member] | Employment Agreement Award [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 0.50% | 0.50% |
Measurement Input, Long-term Revenue Growth Rate [Member] | Redeemable Noncontrolling Interest [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 0.40% | 0.40% |
ORGANIZATION AND SUMMARY OF _10
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||||
Operating Lease Cost (Cost resulting from lease payments) | $ 3,169 | $ 3,335 | $ 6,414 | $ 6,549 |
Variable Lease Cost (Cost excluded from lease payments) | 10 | 10 | 20 | 20 |
Total Lease Cost | 3,179 | 3,345 | 6,434 | 6,569 |
Operating Lease - Operating Cash Flows (Fixed Payments) | 3,503 | 3,419 | 7,006 | 6,750 |
Operating Lease - Operating Cash Flows (Liability Reduction) | $ 2,479 | $ 2,248 | $ 4,928 | $ 4,422 |
Weighted Average Lease Term - Operating Leases | 4 years 8 months 4 days | 5 years 2 months 26 days | 4 years 8 months 4 days | 5 years 2 months 26 days |
Weighted Average Discount Rate - Operating Leases | 11% | 11% | 11% | 11% |
ORGANIZATION AND SUMMARY OF _11
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Maturities of lease (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
For the remaining six months ending December 31, 2022 | $ 6,829 |
2023 | 11,886 |
2024 | 10,773 |
2025 | 6,033 |
2026 | 3,723 |
Thereafter | 8,189 |
Total future lease payments | 47,433 |
Imputed interest | 10,600 |
Total | $ 36,833 |
ORGANIZATION AND SUMMARY OF _12
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 01, 2019 | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jun. 01, 2021 USD ($) | Feb. 19, 2021 USD ($) | Jan. 25, 2021 USD ($) | Jan. 15, 2021 | Nov. 09, 2020 | Oct. 31, 2020 | Jun. 25, 2020 USD ($) | Nov. 13, 2019 USD ($) | Dec. 31, 2018 | Dec. 20, 2018 USD ($) | Apr. 18, 2017 USD ($) | Nov. 30, 2016 USD ($) | Apr. 21, 2016 USD ($) | Apr. 10, 2015 USD ($) | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Number of independently formatted, revenue producing broadcast stations | item | 64 | 64 | ||||||||||||||||||
Number of FM or AM stations owned or operated | item | 54 | 54 | ||||||||||||||||||
Number of HD stations owned or operated | item | 8 | 8 | ||||||||||||||||||
Number of low power television stations owned or operated | item | 2 | 2 | ||||||||||||||||||
Number of most populous market | item | 13 | 13 | ||||||||||||||||||
Number of reportable segments | segment | 4 | |||||||||||||||||||
Restricted cash | $ 19,973,000 | $ 19,973,000 | $ 19,973,000 | |||||||||||||||||
Carrying value of debt | 800,000,000 | 800,000,000 | 832,505,000 | |||||||||||||||||
Accumulated deficit | (735,164,000) | (735,164,000) | (766,567,000) | |||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 118,810,000 | $ 107,593,000 | 231,159,000 | $ 199,033,000 | ||||||||||||||||
Payment for launch support | 5,000,000 | 5,000,000 | ||||||||||||||||||
Reassessed Estimated Fair Value of Award | 29,675,000 | 29,675,000 | 28,193,000 | |||||||||||||||||
Selling, General and Administrative Expense, Total | 35,346,000 | 31,510,000 | 70,774,000 | 61,497,000 | ||||||||||||||||
Operating Income (Loss) | 23,835,000 | 37,920,000 | 60,373,000 | 61,677,000 | ||||||||||||||||
Goodwill | 219,077,000 | 219,077,000 | 223,402,000 | |||||||||||||||||
Operating Expenses, Total | 94,975,000 | 69,673,000 | 170,786,000 | 137,356,000 | ||||||||||||||||
Unearned Event Income | 379,000 | 6,118,000 | ||||||||||||||||||
Impairment of Long-Lived Assets Held-for-use | 16,933,000 | 16,933,000 | 0 | |||||||||||||||||
Operating Lease, Right-of-Use Asset | 34,149,000 | 34,149,000 | 38,044,000 | |||||||||||||||||
Operating Lease, Liability | 36,833,000 | 36,833,000 | ||||||||||||||||||
Retained Earnings (Accumulated Deficit), Total | (735,164,000) | (735,164,000) | (766,567,000) | |||||||||||||||||
INTEREST EXPENSE | 15,886,000 | 15,853,000 | 31,813,000 | 33,898,000 | ||||||||||||||||
Goodwill, impairment loss | 4,325,000 | |||||||||||||||||||
Radio Broadcasting Licenses | 489,340,000 | 489,340,000 | 505,148,000 | |||||||||||||||||
Related party expenses | 607,000 | 908,000 | 1,500,000 | 1,900,000 | ||||||||||||||||
Due to Other Related Parties, Current | 621,000 | 621,000 | $ 423,000 | |||||||||||||||||
Accounting Standards Update 2016-02 | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Lease, Practical Expedients, Package [true false] | true | |||||||||||||||||||
Barter Transactions [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 570,000 | 440,000 | 904,000 | 889,000 | ||||||||||||||||
Cost of Goods and Services Sold | 404,000 | 302,000 | 573,000 | 614,000 | ||||||||||||||||
Selling, General and Administrative Expense, Total | 166,000 | 138,000 | 331,000 | 275,000 | ||||||||||||||||
Radio broadcasting and Reach Media segments [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Sales Commissions and Fees | 4,400,000 | 4,100,000 | 8,000,000 | 7,600,000 | ||||||||||||||||
Fantastic Voyage [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Operating Income Guarantee | 1,750,000 | |||||||||||||||||||
Digital Segment [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Goodwill | 7,222,000 | 7,222,000 | ||||||||||||||||||
Goodwill, impairment loss | $ 0 | |||||||||||||||||||
Launch support asset | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Finite Lived Intangible Assets Weighted Average Amortization Period | 8 years 1 month 6 days | 7 years 1 month 6 days | ||||||||||||||||||
Finite Lived Intangible Assets Remaining Weighted Average Amortization Period | 4 years 3 months 18 days | 3 years 3 months 18 days | ||||||||||||||||||
Additional Non-cash Launch Support for Carriage Initiation | $ 13,800,000 | |||||||||||||||||||
Selling, General and Administrative Expense, Total | 232,000 | 229,000 | 371,000 | 457,000 | ||||||||||||||||
Amortization of Intangible Assets | 1,100,000 | 105,000 | $ 1,500,000 | 211,000 | ||||||||||||||||
Licensing Agreements [Member] | Minimum | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Finite-lived intangible asset, useful life | 1 year | |||||||||||||||||||
Licensing Agreements [Member] | Maximum | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Finite-lived intangible asset, useful life | 5 years | |||||||||||||||||||
Radio Broadcasting Licenses [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Impairment charge | 12,600,000 | $ 12,600,000 | ||||||||||||||||||
Radio Market Reporting Units [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Goodwill, impairment loss | 4,300,000 | |||||||||||||||||||
Radio Market Reporting Units [Member] | Radio broadcasting and Reach Media segments [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Impairment charge | $ 4,300,000 | 4,300,000 | ||||||||||||||||||
Tom Joyner Foundation Inc [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Reimbursement Expenditure Guarantee | $ 1,000,000 | |||||||||||||||||||
Percentage of Performance Bonus | 50% | |||||||||||||||||||
Tom Joyner Foundation Inc [Member] | Fantastic Voyage [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Operating Income Guarantee | $ 250,000 | |||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Percentage Of Award Amount | 4% | 4% | ||||||||||||||||||
2028 Notes | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Fair value of debt | $ 851,800,000 | |||||||||||||||||||
MGM National Harbor Loan | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | 7% | ||||||||||||||||||
Face amount of debt | $ 50,000,000 | |||||||||||||||||||
Other Income | $ 2,100,000 | 1,900,000 | $ 4,100,000 | 3,600,000 | ||||||||||||||||
ABL Facility [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Long-term Debt, Gross | 0 | 0 | 0 | |||||||||||||||||
7.375% Senior Secured Notes due February 2028 | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Long-term Debt, Gross | 800,000,000 | 800,000,000 | 825,000,000 | |||||||||||||||||
Fair value of debt | 684,000,000 | 684,000,000 | ||||||||||||||||||
Carrying value of debt | $ 800,000,000 | $ 800,000,000 | 825,000,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 7.375% | ||||||||||||||||||
Face amount of debt | $ 825,000,000 | |||||||||||||||||||
8.75% Senior Secured Notes due December 2022 | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.75% | 8.75% | 8.75% | 8.75% | 8.75% | |||||||||||||||
PPP loan | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Fair value of debt | 7,500,000 | |||||||||||||||||||
Carrying value of debt | $ 0 | $ 0 | 7,505,000 | |||||||||||||||||
Face amount of debt | $ 7,500,000 | |||||||||||||||||||
Other Income | 7,600,000 | |||||||||||||||||||
Tv One Llc [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Sales Commissions and Fees | $ 5,300,000 | 4,400,000 | $ 10,500,000 | 8,200,000 | ||||||||||||||||
Reach Media Inc [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80% | 80% | ||||||||||||||||||
Customer Advances [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Unearned Event Income | $ 0 | 0 | ||||||||||||||||||
Unearned Income [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 550,000 | 545,000 | 2,000,000 | 2,600,000 | ||||||||||||||||
2017 Credit Facility | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | |||||||||||||||||||
Face amount of debt | 350,000,000 | 350,000,000 | ||||||||||||||||||
2018 Credit Facility | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | |||||||||||||||||||
Face amount of debt | 10,000,000 | 10,000,000 | $ 3,600,000 | $ 192,000,000 | ||||||||||||||||
ABL Facility | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Face amount of debt | $ 37,500,000 | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | $ 37,500,000 | $ 25,000,000 | |||||||||||||||||
Related Party Agreement Expenditures Transactions [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Due to Related Parties | 255,000 | 255,000 | ||||||||||||||||||
Due from related party | 41,000 | |||||||||||||||||||
Related Party Agreement Office Facilities Transactions [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Due to Related Parties | 6,000 | 6,000 | $ 4,000 | |||||||||||||||||
Employment Agreement Award [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Selling, General and Administrative Expense, Total | $ 903,000 | $ 911,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
MGM National Harbor [Member] | ||||||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||||||||
Investment Owned, at Cost | $ 35,000,000 | $ 5,000,000 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Details) $ in Thousands | Apr. 20, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 06, 2020 item |
ACQUISITIONS AND DISPOSITIONS | ||||
ASSETS HELD FOR SALE | $ 3,200 | $ 0 | ||
WFUN FM | ||||
ACQUISITIONS AND DISPOSITIONS | ||||
Assets, held for sale, tangible and intangible disposed | $ 8,000 | |||
Proceeds from assets sold | $ 8,000 | |||
Number of radio stations transferred | item | 3 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 13, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Asset Acquisition [Line Items] | |||
Radio broadcasting licenses | $ 21,100,000 | ||
Right of use assets | 1,700,000 | ||
Advertising credit liability | 1,900,000 | ||
Operating lease liabilities | 921,000 | ||
Unfavorable lease liability | 812,000 | ||
Land and land improvements | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | 1,800,000 | ||
Towers and antennas | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | 2,000,000 | ||
Buildings | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | 517,000 | ||
Transmitters | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | 1,000,000 | ||
Studios | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | 712,000 | ||
Vehicles | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | 53,000 | ||
Furniture and fixtures | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | 200,000 | ||
Computer equipment | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | 67,000 | ||
Other equipment | |||
Asset Acquisition [Line Items] | |||
Property, plant and equipment | $ 19,000 | ||
Audacy and Gateway | |||
Asset Acquisition [Line Items] | |||
Net gain from transaction | $ 404,000 | ||
Indiana Radio Cluster Asset Acquisition [Member] | |||
Asset Acquisition [Line Items] | |||
Asset acquisition transaction price | $ 25,000,000 |
GOODWILL AND RADIO BROADCASTING
GOODWILL AND RADIO BROADCASTING LICENSES - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) | Sep. 30, 2020 USD ($) | Mar. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | |
GOODWILL AND RADIO BROADCASTING LICENSES | ||||||
Number of reportable segments | segment | 4 | |||||
Goodwill, impairment loss | $ 4,325 | |||||
Radio Broadcasting Licenses [Member] | ||||||
GOODWILL AND RADIO BROADCASTING LICENSES | ||||||
Impairment charge | $ 12,600 | 12,600 | ||||
Radio Broadcasting Licenses [Member] | INDIANA | ||||||
GOODWILL AND RADIO BROADCASTING LICENSES | ||||||
Impairment charge | 1,900 | 1,900 | ||||
Radio Broadcasting Licenses [Member] | Atlanta Dallas Houston And Raleigh Market Radio Broadcasting Licenses [Member] | ||||||
GOODWILL AND RADIO BROADCASTING LICENSES | ||||||
Impairment charge | 10,700 | 10,700 | ||||
Fair value adjustment understated (overstated) | $ 2,300 | $ (2,800) | $ (2,100) | $ (1,100) | ||
Radio Broadcasting Licenses [Member] | Atlanta Dallas Houston And Raleigh Market Radio Broadcasting Licenses [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
GOODWILL AND RADIO BROADCASTING LICENSES | ||||||
Impairment charge | $ 3,700 | |||||
Radio Market Reporting Units [Member] | ||||||
GOODWILL AND RADIO BROADCASTING LICENSES | ||||||
Goodwill, impairment loss | $ 4,300 |
GOODWILL, RADIO BROADCASTING _3
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Valuation of Broadcasting Licenses (Details) - Radio Broadcasting Licenses [Member] $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Pre-tax impairment charge | $ 12.6 | $ 12.6 |
Discount Rate | 9.50% | 9.50% |
Minimum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Year 1 Market Revenue Growth Rate Range | 1.40% | 1.40% |
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 0.70% | 0.70% |
Mature Market Share Range | 6.20% | 6.20% |
Operating Profit Margin Range | 28.30% | 28.30% |
Maximum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Year 1 Market Revenue Growth Rate Range | 1.80% | 1.80% |
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 1% | 1% |
Mature Market Share Range | 23.20% | 23.20% |
Operating Profit Margin Range | 36.10% | 36.10% |
GOODWILL, RADIO BROADCASTING _4
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Radio Market Reporting Units (Details) - Radio Market Reporting Units [Member] - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Pre-tax impairment charge | $ 4.3 | |
Discount Rate | 9.50% | |
Minimum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Year 1 Market Revenue Growth Rate Range | 0.70% | (2.50%) |
Mature Market Share Range | 10.40% | |
Operating Profit Margin Range | 19.50% | |
Maximum | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Year 1 Market Revenue Growth Rate Range | 1% | 1.50% |
Mature Market Share Range | 15.50% | |
Operating Profit Margin Range | 32.90% |
GOODWILL, RADIO BROADCASTING _5
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Goodwill Valuation Results (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | $ 378,079 | |
Additions | 0 | |
Impairments | (4,325) | |
Accumulated impairment losses | (154,207) | |
Audacy asset exchange | (470) | |
Net goodwill | 219,077 | $ 223,402 |
Radio Broadcasting Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 155,000 | |
Additions | 0 | |
Impairments | (4,325) | |
Accumulated impairment losses | (117,748) | |
Audacy asset exchange | (470) | |
Net goodwill | 32,457 | |
Reach Media Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 30,468 | |
Additions | 0 | |
Impairments | 0 | |
Accumulated impairment losses | (16,114) | |
Net goodwill | 14,354 | |
Digital Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 27,567 | |
Additions | 0 | |
Impairments | 0 | |
Accumulated impairment losses | (20,345) | |
Net goodwill | 7,222 | |
Cable Television Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 165,044 | |
Additions | 0 | |
Impairments | 0 | |
Accumulated impairment losses | 0 | |
Net goodwill | $ 165,044 |
LONG-TERM DEBT - Schedule of lo
LONG-TERM DEBT - Schedule of long-term debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 01, 2021 | Jan. 15, 2021 | Nov. 09, 2020 | Oct. 31, 2020 | Dec. 31, 2018 | Apr. 18, 2017 | Oct. 15, 2015 | Apr. 17, 2015 |
LONG-TERM DEBT | ||||||||||
Total debt | $ 800,000 | $ 832,505 | ||||||||
Less: current portion of long-term debt | 0 | 0 | ||||||||
Less: original issue discount and issuance costs | 12,619 | 13,889 | ||||||||
Long-term debt, net | 787,381 | 818,616 | ||||||||
2018 Credit Facility | ||||||||||
LONG-TERM DEBT | ||||||||||
Interest rate | 9.25% | |||||||||
2017 Credit Facility | ||||||||||
LONG-TERM DEBT | ||||||||||
Interest rate | 7.375% | |||||||||
7.375% Senior Secured Notes due February 2028 | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | $ 800,000 | 825,000 | ||||||||
Interest rate | 7.375% | |||||||||
PPP loan | ||||||||||
LONG-TERM DEBT | ||||||||||
Total debt | $ 0 | $ 7,505 | ||||||||
MGM National Harbor Loan | ||||||||||
LONG-TERM DEBT | ||||||||||
Interest rate | 7% | |||||||||
8.75% Senior Secured Notes due December 2022 | ||||||||||
LONG-TERM DEBT | ||||||||||
Interest rate | 8.75% | 8.75% | 8.75% | 8.75% | ||||||
7.375% Senior Secured Notes due April 2022 | ||||||||||
LONG-TERM DEBT | ||||||||||
Interest rate | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% |
LONG-TERM DEBT - Future Minimum
LONG-TERM DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
LONG-TERM DEBT | ||
July - December 2022 | $ 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 and thereafter | 800,000 | |
Total Debt | 800,000 | $ 832,505 |
7.375% Senior Secured Notes due February 2028 | ||
LONG-TERM DEBT | ||
July - December 2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 and thereafter | 800,000 | |
Total Debt | $ 800,000 | 825,000 |
Interest rate | 7.375% | |
PPP loan | ||
LONG-TERM DEBT | ||
Total Debt | $ 0 | $ 7,505 |
LONG-TERM DEBT - PPP Loan (Deta
LONG-TERM DEBT - PPP Loan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Proceeds from PPP Loan | $ 0 | $ 7,505 | ||
PPP loan | ||||
Debt Instrument [Line Items] | ||||
Proceeds from PPP Loan | $ 7,500 | |||
Fixed interest rate per year | 1% | |||
Other Income | $ 7,600 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||
Feb. 19, 2021 USD ($) | Jan. 08, 2021 | Nov. 09, 2020 USD ($) | Nov. 13, 2019 USD ($) | Apr. 18, 2017 USD ($) | Apr. 17, 2015 USD ($) | Apr. 18, 2017 USD ($) | Apr. 21, 2016 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Aug. 01, 2021 | Jan. 15, 2021 | Jan. 07, 2021 USD ($) | Oct. 31, 2020 | Jun. 25, 2020 USD ($) | Dec. 31, 2018 | Dec. 20, 2018 USD ($) | Oct. 15, 2015 | Feb. 04, 2015 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Deferred financing costs included in interest expense | $ 1,005,000 | $ 1,296,000 | ||||||||||||||||||||
Debt Instrument, Description | In addition to any mandatory or optional prepayments, the Company was required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months required an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company was required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility. | The 2018 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility, as amended, also contained certain financial covenants, including a maintenance covenant requiring the Company's total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021, 6.75 to 1.00 in 2022 and 6.25 to 1.00 in 2023. | ||||||||||||||||||||
(GAIN) LOSS ON RETIREMENT OF DEBT | $ (1,855,000) | $ 0 | $ (1,855,000) | 6,949,000 | ||||||||||||||||||
Amortization of debt premium | 3,500,000 | |||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 1,855,000 | 0 | 1,855,000 | (6,949,000) | ||||||||||||||||||
Senior Secured Notes Due 2022 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | |||||||||||||||||||||
Debt Instrument, Description | The 7.375% Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015 and matured on April 15, 2022 | |||||||||||||||||||||
2028 Notes Offering | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Face amount of debt | $ 825,000,000 | |||||||||||||||||||||
Interest rate | 7.375% | |||||||||||||||||||||
Percentage of issue price | 100 | |||||||||||||||||||||
Debt issuance costs | 15,400,000 | 15,400,000 | ||||||||||||||||||||
Deferred financing costs included in interest expense | 504,000 | $ 471,000 | 1,000,000 | $ 1,300,000 | ||||||||||||||||||
(GAIN) LOSS ON RETIREMENT OF DEBT | $ (1,900,000) | $ (6,900,000) | ||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 91% | |||||||||||||||||||||
Amount redeemable | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||||||
Debt instrument effective interest rate | 7.83% | 7.83% | 7.96% | |||||||||||||||||||
Debt Instrument, Repurchase Amount | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 91% | |||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,900,000 | $ 6,900,000 | ||||||||||||||||||||
MGM National Harbor Loan | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Face amount of debt | $ 50,000,000 | |||||||||||||||||||||
Interest rate | 7% | 7% | ||||||||||||||||||||
Limited ability for prepayment period | 2 years | |||||||||||||||||||||
Debt issuance costs | $ 1,700,000 | $ 1,700,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||
Long Term Debt Percentage Paid In Kind | 4% | |||||||||||||||||||||
7.375% Senior Secured Notes due April 2022 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Face amount of debt | $ 347,000,000 | |||||||||||||||||||||
Interest rate | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% | 7.375% | |||||||||||||||
Percentage of exchange offer | 99.15% | |||||||||||||||||||||
8.75% Senior Secured Notes due December 2022 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 8.75% | 8.75% | 8.75% | 8.75% | 8.75% | |||||||||||||||||
Percentage of voting stock as lien for secured debt in case of foreign subsidiary | 65% | |||||||||||||||||||||
Percentage of non-voting stock as lien for secured debt in case of foreign subsidiary | 100% | |||||||||||||||||||||
Percentage of excess cash flow | 50% | |||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | |||||||||||||||||||||
Amount redeemable | $ 15,000,000 | $ 15,000,000 | ||||||||||||||||||||
Debt Instrument, Repurchase Amount | 15,000,000 | $ 15,000,000 | ||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | |||||||||||||||||||||
ABL Facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Face amount of debt | $ 37,500,000 | |||||||||||||||||||||
Debt Instrument, Term | 5 years | |||||||||||||||||||||
Period prior to maturity of senior secured notes | 91 days | |||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | 37,500,000 | $ 25,000,000 | |||||||||||||||||||
Letter of credit facility, maximum capacity | $ 5,000,000 | $ 7,500,000 | 5,000,000 | $ 5,000,000 | $ 1,200,000 | |||||||||||||||||
Percentage Borrowing Of Eligible Accounts | 85% | 85% | ||||||||||||||||||||
Period prior to the earlier to occur of the term loan maturity or stated maturity | 30 days | |||||||||||||||||||||
Borrowings outstanding | 0 | $ 0 | ||||||||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 50,000,000 | |||||||||||||||||||||
ABL Amendment | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||||||||||||||||
Letter of Credit Facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Description | Until its termination on settlement of the 2028 Notes, borrowings under the 2018 Credit Facility were subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company's total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company's existing credit facilities nor the trustee under the Company's existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfied the requirements of the definition of “Permitted Refinancing” (as defined in the agreements governing the Company's existing credit facilities) and neither of the administrative agents under the Company's existing credit facilities notified the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagreed with such determination (including a reasonable description of the basis upon which it disagrees). | |||||||||||||||||||||
Standby Letters of Credit | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Letter of credit facility, maximum capacity | 5,000,000 | $ 5,000,000 | ||||||||||||||||||||
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability | 871,000 | 871,000 | ||||||||||||||||||||
2017 Credit Facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Face amount of debt | 350,000,000 | $ 350,000,000 | ||||||||||||||||||||
Interest rate | 7.375% | 7.375% | ||||||||||||||||||||
Covenant Compliance Description For Maintaining Interest Coverage Ratio | maintaining an interest coverage ratio of no less than: | |||||||||||||||||||||
Covenant Compliance Description For Maintaining Total Leverage Ratio | maintaining a senior leverage ratio of no greater than: | |||||||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | $ 350,000,000 | ||||||||||||||||||||
Debt Instrument, Description | Until its termination on settlement of the 2028 Notes, the 2017 Credit Facility matured on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company’s 7.375% Notes (as defined below). At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.0% for 2021. | |||||||||||||||||||||
2018 Credit Facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Face amount of debt | 10,000,000 | $ 10,000,000 | $ 3,600,000 | $ 192,000,000 | ||||||||||||||||||
Interest rate | 9.25% | |||||||||||||||||||||
Debt Instrument, Description | The 2018 Credit Facility was scheduled to mature on December 31, 2022 (the “Maturity Date”). In connection with the November 2020 Exchange Offer, we also entered into an amendment to certain terms of our 2018 Credit Facility including the extension of the maturity date to March 31, 2023. Interest rates on borrowings under the 2018 Credit Facility were either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings had been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings had been repaid. Interest payments began on the last day of the 3-month period commencing on the Funding Date. Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repay $10 million of the 2018 Credit Facility. The amendment was accounted for as a modification in accordance with the provisions of ASC 470, “Debt”. | |||||||||||||||||||||
Debt Instrument Additional Interest Payment Term On Prepayment | The term loans could be voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium. The Company was required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company was also required to use 75% of excess cash flow (“ECF payment”) as defined in the 2018 Credit Facility, which excluded any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor, to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding terms loans at par. | |||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 3,800,000 | $ 3,800,000 | ||||||||||||||||||||
2018 Credit Facility | Debt Financing Cost | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt issuance costs | $ 875,000 | $ 875,000 | ||||||||||||||||||||
Credit Facility 2017 And 2018 | 7.375% Senior Secured Notes due April 2022 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 7.375% | 7.375% | ||||||||||||||||||||
Credit Facility 2017 And 2018 | 8.75% Senior Secured Notes due December 2022 | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 8.75% | 8.75% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
INCOME TAXES | ||||
Provision (benefit) for income taxes | $ 3,725,000 | $ 6,119,000 | $ 9,311,000 | $ 6,109,000 |
Pre-tax income from continuing operations | 19,529,000 | $ 24,597,000 | $ 42,185,000 | $ 25,048,000 |
Effective Income Tax Rate Reconciliation, Percent | 22.10% | |||
Decrease unrecognized tax benefits related to state tax | $ 680,000 | $ 680,000 | ||
Estimated effective annual income tax rate reconciliation, percentage | 27.10% | |||
PPP loan | ||||
INCOME TAXES | ||||
Provision (benefit) for income taxes | $ 2,100,000 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock options (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | ||||
Number of Options, Grants | 20,000 | |||
Number of Options, Exercised | (60,240) | (197,256) | ||
Stock options | ||||
STOCKHOLDERS' EQUITY | ||||
Number of Options, Outstanding at Beginning of Year | 3,771,000 | |||
Number of Options, Grants | 6,887 | 6,887 | ||
Number of Options, Exercised | (60,000) | |||
Number of Option, Forfeited/cancelled/expired/settled | 0 | |||
Number of Options, Balance at End of Year | 3,718,000 | 3,718,000 | 3,771,000 | |
Number of Options, Vested and expected to vest | 3,717,000 | 3,717,000 | ||
Number of Options, Unvested | 11,000 | 11,000 | ||
Number of Options, Exercisable | 3,707,000 | 3,707,000 | ||
Weighted-Average Exercise Price, Outstanding at Beginning of Year (in dollars per share) | $ 2.18 | |||
Weighted-Average Exercise Price, Grants (in dollars per share) | 3.63 | |||
Weighted-Average Exercise Price, Exercised (in dollars per share) | 0.83 | |||
Weighted-Average Exercise Price, Forfeited/cancelled/expired/settled (in dollars per share) | 0 | |||
Weighted-Average Exercise Price, Balance at End of Year (in dollars per share) | $ 2.20 | 2.20 | $ 2.18 | |
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | 2.20 | 2.20 | ||
Weighted-Average Exercise Price, Unvested (in dollars per share) | 7.26 | 7.26 | ||
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ 2.19 | $ 2.19 | ||
Weighted-Average Remaining Contractual Term, Outstanding (in years) | 5 years 3 months 10 days | 5 years 8 months 4 days | ||
Weighted-Average Remaining Contractual Term, Grants (in years) | 0 years | |||
Weighted-Average Remaining Contractual Term, Exercised (in years) | 0 years | |||
Weighted-Average Remaining Contractual Term, Forfeited/cancelled/expired/settled (in years) | 0 years | |||
Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 5 years 3 months 10 days | |||
Weighted-Average Remaining Contractual Term, Unvested (in years) | 9 years 3 months 3 days | |||
Weighted-Average Remaining Contractual Term, Exercisable (in years) | 5 years 3 months 7 days | |||
Aggregate Intrinsic Value, Outstanding | $ 7,794,000 | $ 7,794,000 | $ 4,660,000 | |
Aggregate Intrinsic Value, Grants | 0 | 0 | ||
Aggregate Intrinsic Value, Exercised | 0 | |||
Aggregate Intrinsic Value, Forfeited/cancelled/expired/settled | 0 | 0 | ||
Aggregate Intrinsic Value, Vested and expected to vest | 7,794,000 | 7,794,000 | ||
Aggregate Intrinsic Value, Unvested | 0 | 0 | ||
Aggregate Intrinsic Value, Exercisable | $ 7,794,000 | $ 7,794,000 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted stock grants (Details) - Restricted stock awards [Member] - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
STOCKHOLDERS' EQUITY | ||||
Shares, Unvested at beginning of year | 76,000 | |||
Shares, Grants | 54,759 | 62,373 | 54,759 | 62,373 |
Shares, Vested | (82,000) | |||
Shares, Forfeited/cancelled/expired | 0 | |||
Shares, Unvested at end of year | 49,000 | 49,000 | ||
Average Fair Value at Grant Date, Unvested at beginning of year (in dollars per share) | $ 3.90 | |||
Average Fair Value at Grant Date, Grants (in dollars per share) | 5.39 | |||
Average Fair Value at Grant Date, Vested (in dollars per share) | 4.51 | |||
Average Fair Value at Grant Date, Forfeited/cancelled/expired (in dollars per share) | 0 | |||
Average Fair Value at Grant Date, Unvested at end of year (in dollars per share) | $ 4.56 | $ 4.56 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||
Jul. 06, 2022 USD ($) $ / shares shares | Jul. 05, 2022 USD ($) director shares | Oct. 29, 2021 shares | Jul. 06, 2021 USD ($) director shares | Jun. 23, 2021 shares | Jan. 19, 2021 USD ($) shares | Jun. 12, 2019 shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Mar. 07, 2022 USD ($) | Dec. 31, 2021 $ / shares shares | May 17, 2021 USD ($) $ / shares | Jan. 27, 2021 USD ($) | Aug. 18, 2020 USD ($) $ / shares | May 21, 2019 shares | Jun. 02, 2015 shares | Dec. 31, 2009 shares | |
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Number of shares issued during period | $ | $ 33,282,000 | ||||||||||||||||||||
Net proceeds after associated fees and expenses | $ | $ 0 | 33,282,000 | |||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 24,669,000 | $ 905,000 | |||||||||||||||||||
Stock options to purchase common stock | 20,000 | ||||||||||||||||||||
Number of options vested in period | 0 | 0 | 16,795 | 832,847 | |||||||||||||||||
Share-based Compensation, Total | $ | $ 336,000 | $ 172,000 | $ 460,000 | $ 425,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Options exercised Number of Shares | 60,240 | 197,256 | 60,240 | 197,256 | |||||||||||||||||
Restricted stock awards [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 5 months | ||||||||||||||||||||
Other than options, granted | 54,759 | 62,373 | 54,759 | 62,373 | |||||||||||||||||
Total unrecognized compensation, other than options | $ | $ 45,000 | $ 45,000 | |||||||||||||||||||
Stock options | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock options to purchase common stock | 6,887 | 6,887 | |||||||||||||||||||
Number of Options, Vested and expected to vest | 3,717,000 | 3,717,000 | |||||||||||||||||||
Employee [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 1.46 | ||||||||||||||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ | $ 3,000 | $ 3,000 | |||||||||||||||||||
Employee [Member] | Maximum | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 month | ||||||||||||||||||||
Class A And Class D Common Stock [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock repurchase , Authorized amount | $ | $ 25,000,000 | ||||||||||||||||||||
Stock repurchase , Authorized amount remaining | $ | 439,000,000,000 | $ 439,000,000,000 | |||||||||||||||||||
Common Class D [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||||||
Stock Repurchased During Period, Shares | 4,665,589 | ||||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 24,600,000 | $ 24,600,000 | |||||||||||||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 5.26 | $ 5.26 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,250,000 | ||||||||||||||||||||
Common Class D [Member] | Subsequent events | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock Repurchased During Period, Shares | 100,803 | ||||||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 439,000 | ||||||||||||||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 4.30 | ||||||||||||||||||||
Common Class D [Member] | Open Market Sale Agreement [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Shares issued and sold | 0 | ||||||||||||||||||||
Common Class D [Member] | Scenario, Plan [Member] | Open Market Sale Agreement [Member] | Maximum | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Aggregate offering price | $ | $ 25,000,000 | ||||||||||||||||||||
Common Class D [Member] | Employees Stock Option [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock options to purchase common stock | 94,150 | ||||||||||||||||||||
Other than options, granted | 211,838 | ||||||||||||||||||||
Common Class D [Member] | Stock Plan 2009 [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,250,000 | ||||||||||||||||||||
Common Class D [Member] | Stock Vest Tax Repurchase [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock Repurchased During Period, Shares | 16,181 | 14,051 | 18,830 | 509,347 | |||||||||||||||||
Stock Repurchased During Period, Value | $ | $ 91,000 | $ 33,000 | $ 101,000 | $ 904,000 | |||||||||||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 5.64 | $ 2.36 | $ 5.36 | $ 1.78 | |||||||||||||||||
Common Class D [Member] | 2019 Equity and Performance Incentive Plan | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,836,380 | 5,836,380 | 5,500,000 | ||||||||||||||||||
Additional shares authorized | 5,519,575 | ||||||||||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock options to purchase common stock | 316,406 | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 711,914 | ||||||||||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 243,750 | ||||||||||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock options to purchase common stock | 108,333 | ||||||||||||||||||||
Common Class D [Member] | Four Non-Executive Directors [Member] | Restricted stock awards [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50% | ||||||||||||||||||||
Stock issued during period, value, restricted stock award fair value | $ | $ 50,000 | ||||||||||||||||||||
Number of non-executive directors, received awards | director | 4 | ||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||
Restricted stock issued | 9,671 | ||||||||||||||||||||
Common Class D [Member] | Four Non-Executive Directors [Member] | Restricted stock awards [Member] | Subsequent events | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock issued during period, value, restricted stock award fair value | $ | $ 50,000 | ||||||||||||||||||||
Number of non-executive directors, received awards | director | 4 | ||||||||||||||||||||
Vesting period | 2 years | ||||||||||||||||||||
Restricted stock issued | 11,848 | ||||||||||||||||||||
Common Class D [Member] | Cathy Hughes [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 427,148 | ||||||||||||||||||||
Common Class D [Member] | Cathy Hughes [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock options to purchase shares | 189,843 | ||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Stock Repurchased During Period, Shares | 0 | 0 | 0 | ||||||||||||||||||
Shares converted | 883,890 | ||||||||||||||||||||
Class A Common Stock [Member] | Current ATM Program | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||||||
Aggregate offering price | $ | $ 25,000,000 | $ 25,000,000 | |||||||||||||||||||
Number of shares issued during period | $ | $ 21,200,000 | $ 2,859,276 | |||||||||||||||||||
Volume weighted average price | $ / shares | $ 5.39 | ||||||||||||||||||||
Net proceeds after associated fees and expenses | $ | $ 24,000,000 | $ 2,800,000 | $ 14,700,000 | ||||||||||||||||||
Shares issued and sold | 4,325,102 | 1,893,126 | 420,439 | ||||||||||||||||||
Number of additional shares issued and sold | 1,465,826 | ||||||||||||||||||||
Gross proceeds | $ | $ 25,000,000 | $ 22,000,000 | $ 3,000,000 | ||||||||||||||||||
Class A Common Stock [Member] | 2019 Equity and Performance Incentive Plan | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,000,000 | 2,000,000 | |||||||||||||||||||
Additional shares authorized | 2,000,000 | ||||||||||||||||||||
Common Stock Class B | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Common stock, shares issued | 2,861,843 | 2,861,843 | 2,861,843 | ||||||||||||||||||
Common Stock Class C | |||||||||||||||||||||
STOCKHOLDERS' EQUITY | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Shares converted | 883,890 | ||||||||||||||||||||
Common stock, shares issued | 2,045,016 | 2,045,016 | 2,045,016 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
SEGMENT INFORMATION | |||||
Number of reportable segments | segment | 4 | ||||
NET REVENUE | $ 118,810 | $ 107,593 | $ 231,159 | $ 199,033 | |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 75,561 | 67,348 | 148,967 | 132,767 | |
Depreciation and Amortization: | 2,481 | 2,325 | 4,886 | 4,589 | |
Impairment of Long-Lived Assets: | 16,933 | 16,933 | 0 | ||
Operating income (loss): | 23,835 | 37,920 | 60,373 | 61,677 | |
Capital expenditures by segment are as follows: | 2,295 | 1,650 | 3,871 | 2,454 | |
Total Assets: | 1,254,764 | 1,254,764 | $ 1,261,108 | ||
Radio Broadcasting | |||||
SEGMENT INFORMATION | |||||
NET REVENUE | 37,192 | 35,465 | 68,684 | 63,253 | |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 25,538 | 22,369 | 49,156 | 45,698 | |
Depreciation and Amortization: | 825 | 792 | 1,640 | 1,522 | |
Impairment of Long-Lived Assets: | 16,933 | 16,933 | |||
Operating income (loss): | (6,104) | 12,304 | 955 | 16,033 | |
Capital expenditures by segment are as follows: | 616 | 966 | 1,256 | 1,227 | |
Total Assets: | 604,868 | 604,868 | 627,948 | ||
Radio Broadcasting | Intersegment Eliminations [Member] | |||||
SEGMENT INFORMATION | |||||
NET REVENUE | (804) | (876) | (1,898) | (1,637) | |
Reach Media | |||||
SEGMENT INFORMATION | |||||
NET REVENUE | 11,092 | 9,414 | 21,123 | 17,230 | |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 6,279 | 6,002 | 12,475 | 11,176 | |
Depreciation and Amortization: | 46 | 53 | 93 | 111 | |
Operating income (loss): | 4,767 | 3,359 | 8,555 | 5,943 | |
Capital expenditures by segment are as follows: | 153 | 31 | 174 | 32 | |
Total Assets: | 32,913 | 32,913 | 33,451 | ||
Digital | |||||
SEGMENT INFORMATION | |||||
NET REVENUE | 17,881 | 15,129 | 33,367 | 25,484 | |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 10,218 | 8,800 | 21,082 | 16,853 | |
Depreciation and Amortization: | 332 | 315 | 665 | 638 | |
Operating income (loss): | 7,331 | 6,014 | 11,620 | 7,993 | |
Capital expenditures by segment are as follows: | 410 | 246 | 635 | 572 | |
Total Assets: | 30,292 | 30,292 | 32,915 | ||
Cable Television | |||||
SEGMENT INFORMATION | |||||
NET REVENUE | 53,449 | 48,461 | 109,883 | 94,703 | |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 25,551 | 23,550 | 51,698 | 45,071 | |
Depreciation and Amortization: | 952 | 937 | 1,899 | 1,866 | |
Operating income (loss): | 26,946 | 23,974 | 56,286 | 47,766 | |
Capital expenditures by segment are as follows: | 233 | 144 | 616 | 182 | |
Total Assets: | 397,214 | 397,214 | 367,896 | ||
Corporate/Eliminations | |||||
SEGMENT INFORMATION | |||||
NET REVENUE | (804) | (876) | (1,898) | (1,637) | |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 7,975 | 6,627 | 14,556 | 13,969 | |
Depreciation and Amortization: | 326 | 228 | 589 | 452 | |
Operating income (loss): | (9,105) | (7,731) | (17,043) | (16,058) | |
Capital expenditures by segment are as follows: | 883 | $ 263 | 1,190 | $ 441 | |
Total Assets: | $ 189,477 | $ 189,477 | $ 198,898 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Feb. 19, 2021 | Nov. 13, 2019 | Feb. 04, 2015 |
Standby Letters of Credit | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Letter of credit facility, maximum capacity | $ 5,000,000 | |||
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability | 871,000 | |||
ABL Facility | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Letter of credit facility, maximum capacity | 5,000,000 | $ 5,000,000 | $ 7,500,000 | $ 1,200,000 |
Security Agreement [Member] | ||||
COMMITMENTS AND CONTINGENCIES | ||||
Letter of credit facility, maximum capacity | $ 1,200,000 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||||
Jul. 06, 2022 USD ($) $ / shares shares | Jul. 05, 2022 USD ($) director shares | Jul. 06, 2021 USD ($) director shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | |
Subsequent Event [Line Items] | ||||||
Stock Repurchased During Period, Value | $ | $ 24,669,000 | $ 905,000 | ||||
Common Class D [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Repurchased During Period, Shares | shares | 4,665,589 | |||||
Stock Repurchased During Period, Value | $ | $ 24,600,000 | $ 24,600,000 | ||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 5.26 | $ 5.26 | ||||
Common Class D [Member] | Four Non-Executive Directors [Member] | Restricted stock awards [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of non-executive directors, received awards | director | 4 | |||||
Vesting period | 2 years | |||||
Restricted stock issued | shares | 9,671 | |||||
Stock issued during period, value, restricted stock award fair value | $ | $ 50,000 | |||||
Subsequent events | Common Class D [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Repurchased During Period, Shares | shares | 100,803 | |||||
Stock Repurchased During Period, Value | $ | $ 439,000 | |||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 4.30 | |||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | shares | 0 | |||||
Subsequent events | Common Class D [Member] | Four Non-Executive Directors [Member] | Restricted stock awards [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of non-executive directors, received awards | director | 4 | |||||
Vesting period | 2 years | |||||
Restricted stock issued | shares | 11,848 | |||||
Stock issued during period, value, restricted stock award fair value | $ | $ 50,000 |