Cover page
Cover page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Document type | 10-K | ||
Amendment flag | false | ||
Document period end date | Dec. 31, 2019 | ||
Document fiscal year focus | 2019 | ||
Document fiscal period focus | FY | ||
Entity registrant name | CUMULUS MEDIA INC | ||
Entity central index key | 0001058623 | ||
Current fiscal year end date | --12-31 | ||
Entity well-known seasoned issuer | No | ||
Entity current reporting status | Yes | ||
Entity voluntary filers | No | ||
Entity filer category | Accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity public float | $ 231.6 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity common stock, shares outstanding (in shares) | 15,789,069 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity common stock, shares outstanding (in shares) | 1,888,285 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 15,142 | $ 27,584 |
Restricted cash | 1,865 | 2,454 |
Accounts receivable, less allowance for doubtful accounts of $5,197 and $5,483 in 2019 and 2018, respectively | 242,599 | 250,111 |
Trade receivable | 2,790 | 3,390 |
Assets held for sale | 87,000 | 80,000 |
Prepaid expenses and other current assets | 31,285 | 31,452 |
Total current assets | 380,681 | 394,991 |
Property and equipment, net | 232,934 | 235,898 |
Operating lease right-of-use assets | 143,436 | |
Broadcast licenses | 935,652 | |
Other intangible assets, net | 164,383 | 193,535 |
Other assets | 9,408 | 15,076 |
Total assets | 1,761,332 | 1,775,152 |
Current liabilities: | ||
Accounts payable and accrued expenses | 97,527 | 101,320 |
Current portion of operating lease liabilities | 34,462 | |
Trade payable | 2,323 | 2,578 |
Total current liabilities | 139,562 | 116,898 |
Term loan due 2022 | 1,006,493 | 1,230,299 |
Operating lease liabilities | 111,184 | |
Other liabilities | 27,839 | 25,742 |
Deferred income taxes | 21,038 | 12,384 |
Total liabilities | 1,306,116 | 1,385,323 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Treasury stock, at cost, 68,658 shares as of December 31, 2019 | (1,171) | 0 |
Additional paid-in-capital | 333,705 | 328,404 |
Retained earnings | 122,682 | 61,425 |
Total stockholders' equity | 455,216 | 389,829 |
Total liabilities and stockholders' equity | 1,761,332 | 1,775,152 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | 0 | 0 |
Term Loan Due 2022 | ||
Current liabilities: | ||
Current portion of term loan | 0 | 13,000 |
Term loan due 2022 | 0 | 1,230,299 |
Term Loan Due 2026 | ||
Current liabilities: | ||
Current portion of term loan | 5,250 | 0 |
Long-term debt | 513,431 | 0 |
6.75% Senior Notes | ||
Current liabilities: | ||
Long-term debt | $ 493,062 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 5,197 | $ 5,483 |
Treasury shares (in shares) | 68,658 | |
Class A Common Stock | ||
Common stock, par value (USD per share) | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 15,750,097 | 12,995,080 |
Common stock, shares outstanding (in shares) | 15,681,439 | 12,995,080 |
Class B Common Stock | ||
Common stock, par value (USD per share) | $ 0.00 | $ 0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 1,926,848 | 3,560,604 |
Common stock, shares outstanding (in shares) | 1,926,489 | 3,560,604 |
Term Loan Due 2026 | ||
Debt issuance costs | $ 5,007 | |
6.75% Senior Notes | ||
Debt issuance costs | $ 6,938 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net revenue | $ 453,924 | $ 686,436 | $ 1,113,445 |
Operating expenses: | |||
Content costs | 163,885 | 238,888 | 405,653 |
Selling, general & administrative expenses | 195,278 | 276,551 | 461,218 |
Depreciation and amortization | 22,046 | 34,060 | 52,554 |
Local marketing agreement fees | 1,809 | 2,471 | 3,500 |
Corporate expenses | 17,169 | 31,714 | 57,988 |
(Gain) loss on sale of assets or stations | 158 | 103 | (55,403) |
Impairment of assets held for sale | 0 | 0 | 6,165 |
Impairment of intangible assets | 0 | 0 | 15,563 |
Total operating expenses | 400,345 | 583,787 | 947,238 |
Operating income | 53,579 | 102,649 | 166,207 |
Non-operating (expense) income: | |||
Reorganization items, net | 466,201 | 0 | 0 |
Interest expense | (260) | (50,718) | (82,916) |
Interest income | 50 | 36 | 25 |
Gain on early extinguishment of debt | 0 | 201 | 381 |
Other expense, net | (273) | (3,096) | (177) |
Total non-operating (expense) income, net | 465,718 | (53,577) | (82,687) |
Income before income taxes | 519,297 | 49,072 | 83,520 |
Income tax (expense) benefit | 176,859 | 12,353 | (22,263) |
Net income | $ 696,156 | $ 61,425 | $ 61,257 |
Basic and diluted earnings per common share (see Note 15, Earnings Per Share): | |||
Basic: Earnings per share (usd per share) | $ 23.73 | $ 3.07 | $ 3.04 |
Diluted: Earnings per share (usd per share) | $ 23.73 | $ 3.05 | $ 3.02 |
Weighted average basic common shares outstanding (in shares) | 29,338,329 | 20,028,227 | 20,130,835 |
Weighted average diluted common shares outstanding (in shares) | 29,338,329 | 20,164,638 | 20,284,137 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Class B Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Common StockClass C Common Stock | Treasury Stock | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2017 | 32,031,054 | 80,609 | 2,806,187 | |||||
Beginning balance at Dec. 31, 2017 | $ (696,115) | $ 320 | $ 1 | $ (229,310) | $ 1,626,428 | $ (2,093,554) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (44,000) | (44,000) | ||||||
Other | 247 | 247 | ||||||
Stock based compensation expense | 231 | 231 | ||||||
Net income | 696,156 | |||||||
Cancellation of Predecessor equity | 649,620 | |||||||
Ending balance (in shares) at Jun. 03, 2018 | 32,031,054 | 80,609 | 2,806,187 | |||||
Ending balance at Jun. 03, 2018 | (739,637) | $ 320 | $ 1 | $ (229,310) | 1,626,906 | (2,137,554) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cancellation of Predecessor equity (in shares) | (32,031,054) | (80,609) | (2,806,187) | |||||
Cancellation of Predecessor equity | (1,397,917) | $ (320) | $ (1) | $ 229,310 | (1,626,906) | |||
Elimination of accumulated deficit | 2,137,554 | 2,137,554 | ||||||
Issuance of Successor common stock (in shares) | 11,052,211 | 5,218,209 | ||||||
Issuance of Successor common stock | 264,394 | 264,394 | ||||||
Issuance of Successor warrants | 60,606 | 60,606 | ||||||
Ending balance (in shares) at Jun. 04, 2018 | 11,052,211 | 5,218,209 | 0 | 0 | ||||
Ending balance at Jun. 04, 2018 | 325,000 | $ 0 | $ 0 | $ 0 | $ 0 | 325,000 | 0 | |
Beginning balance (in shares) at Jun. 03, 2018 | 32,031,054 | 80,609 | 2,806,187 | |||||
Beginning balance at Jun. 03, 2018 | (739,637) | $ 320 | $ 1 | $ (229,310) | 1,626,906 | (2,137,554) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation expense | 3,404 | 3,404 | ||||||
Net income | 61,425 | 61,425 | ||||||
Issuance of Successor common stock (in shares) | 28,363 | |||||||
Conversion of Class B common stock (in shares) | 1,692,849 | 1,692,849 | (1,692,849) | |||||
Exercise of warrants (in shares) | 221,657 | 35,244 | ||||||
Ending balance (in shares) at Dec. 31, 2018 | 12,995,080 | 3,560,604 | 0 | 0 | ||||
Ending balance at Dec. 31, 2018 | 389,829 | $ 0 | $ 0 | $ 0 | $ 0 | 328,404 | 61,425 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock based compensation expense | 5,301 | 5,301 | ||||||
Net income | 61,257 | 61,257 | ||||||
Issuance of Successor common stock (in shares) | 148,839 | 3,035 | ||||||
Shares returned in lieu of tax payments (in shares) | 68,658 | |||||||
Shares returned in lieu of tax payments | (1,171) | $ (1,171) | ||||||
Conversion of Class B common stock (in shares) | 1,636,791 | (1,636,791) | ||||||
Exercise of warrants (in shares) | 900,729 | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 15,681,439 | 1,926,848 | 0 | 68,658 | ||||
Ending balance at Dec. 31, 2019 | $ 455,216 | $ 0 | $ 0 | $ 0 | $ (1,171) | $ 333,705 | $ 122,682 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 696,156 | $ 61,425 | $ 61,257 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 22,046 | 34,060 | 52,554 |
Amortization of right of use assets | 0 | 0 | 24,053 |
Amortization of debt issuance costs/discounts | 0 | 71 | 894 |
Provision for doubtful accounts | 5,993 | 5,313 | 4,077 |
(Gain) loss on sale of assets or stations | 158 | 103 | (55,403) |
Non-cash reorganization items, net | (523,651) | 0 | 0 |
Impairment of assets held for sale | 0 | 0 | (6,165) |
Impairment of intangible assets | 0 | 0 | 15,563 |
Impairment charges - Next Radio Investment | 0 | 3,170 | 0 |
Deferred income taxes | (179,455) | (27,411) | 8,654 |
Stock-based compensation expense | 231 | 3,404 | 5,301 |
Gain on early extinguishment of debt | 0 | (201) | (381) |
Other | 0 | 153 | 9 |
Changes in assets and liabilities (excluding acquisitions and dispositions): | |||
Accounts receivable | 12,697 | (39,699) | 3,433 |
Trade receivable | (997) | 1,831 | 53 |
Prepaid expenses and other current assets | (5,831) | (4,700) | (176) |
Operating leases | 0 | 0 | 4,592 |
Assets held for sale | 0 | 0 | 29 |
Other assets | (436) | 3,981 | 5,345 |
Accounts payable and accrued expenses | 7,777 | (10,077) | (32,067) |
Trade payable | 190 | (676) | (177) |
Other liabilities | (5,746) | 1,651 | 495 |
Net cash provided by operating activities | 29,132 | 32,398 | 104,270 |
Cash flows from investing activities: | |||
Proceeds from sale of assets or stations | 0 | 586 | 147,058 |
Acquisition | 0 | (18,000) | 0 |
Capital expenditures | (14,019) | (15,684) | (29,469) |
Net cash provided by (used in) investing activities | (14,019) | (33,098) | 117,589 |
Cash flows from financing activities: | |||
Repayment of borrowings under term loan due 2022 | 0 | (56,500) | (1,242,918) |
Borrowings under term loan due 2026 | 0 | 0 | 525,000 |
Repayment of borrowings under term loan due 2026 | 0 | 0 | (1,313) |
Adequate protection payments on predecessor term loan | (37,802) | 0 | 0 |
Proceeds from issuance of 6.75% senior notes | 0 | 0 | 500,000 |
Financing costs | (850) | (1,113) | (12,883) |
Shares returned in lieu of tax payments | 0 | 0 | (1,171) |
Repayments of financing lease obligations | 0 | 0 | (1,605) |
Net cash used in financing activities | (38,652) | (57,613) | (234,890) |
Decrease in cash and cash equivalents | (23,539) | (58,313) | (13,031) |
Cash, cash equivalents and restricted cash at beginning of period | 111,890 | 88,351 | 30,038 |
Cash, cash equivalents and restricted cash at end of period | $ 88,351 | $ 30,038 | $ 17,007 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies | Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, "CUMULUS MEDIA," "we," "us," "our," or the "Company") is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that was organized in 2002. Nature of Business CUMULUS MEDIA is a leading audio-first media and entertainment company delivering premium content to over a quarter billion people every month - wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 428 owned and operated stations across 87 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, the Olympics, the American Country Music Awards, and many other world-class partners across nearly 8,000 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with local impact and national reach through on-air, digital, mobile, and voice-activated media solutions, as well as access to integrated digital marketing services, powerful influencers, and live event experiences. Basis of Presentation As previously disclosed, on November 29, 2017 (the "Petition Date"), CM Wind Down Topco Inc. (formerly known as Cumulus Media Inc.), a Delaware corporation ("Old Cumulus") and certain of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief (the "Bankruptcy Petitions") under Chapter 11 of Title 11 of the United States ("U.S.") Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). The Debtors' chapter 11 cases (the "Chapter 11 Cases") were jointly administered under the caption In re Cumulus Media Inc., et al, Case No. 17-13381 . On May 10, 2018, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming the Debtors' First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 769] (the "Confirmation Order"), which confirmed the First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 446] (the "Plan"), as modified by the Confirmation Order. On June 4, 2018 (the "Effective Date"), Old Cumulus satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan was substantially consummated, and Old Cumulus and the other Debtors emerged from Chapter 11. On June 29, 2018, the Bankruptcy Court entered an order closing the Chapter 11 Cases of all of the Debtors other than Old Cumulus, whose case will remain open until its estate has been fully administered including resolving outstanding claims and the Bankruptcy Court enters an order closing its case. In connection with its emergence, Old Cumulus implemented a series of internal reorganization transactions authorized by the Plan pursuant to which it transferred substantially all of its remaining assets to an indirectly wholly owned subsidiary of reorganized Cumulus Media Inc. (formerly known as CM Emergence Newco Inc.), a Delaware corporation ("CUMULUS MEDIA" or the "Company"), prior to winding down its business. References to "Successor" or "Successor Company" relate to the balance sheet and results of operations of CUMULUS MEDIA on and subsequent to June 4, 2018. References to "Predecessor," "Predecessor Company" or "Old Cumulus" refer to the balance sheet and results of operations of Old Cumulus prior to June 4, 2018. Upon filing for bankruptcy and up through and including the emergence from Chapter 11 on the Effective Date, the Company applied Accounting Standards Codification ("ASC") 852 - Reorganizations ("ASC 852") , in preparing its consolidated financial statements (see Note 2, "Emergence from Chapter 11" and Note 3, "Fresh Start Accounting"). As a result of the application of fresh start accounting and the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and consequently the consolidated financial statements after June 3, 2018 are not comparable to the consolidated financial statements prior to that date. Refer to Note 3, "Fresh Start Accounting" for additional information. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reportable Segments The Company historically operated under two reportable segments - Cumulus Radio Station Group and Westwood One. As a result of changes to its organizational structure and approach to operating the business, during the third quarter of 2019, the Company reassessed its reportable segments. Management considered factors including, but not limited to: (i) organizational structure and functional responsibilities of management; (ii) operational aspects including inventory optimization across all sales channels; and (iii) management incentive metrics. These factors impacted how the chief operating decision maker evaluates performance and how operating decisions are made, which are now performed at the consolidated level. The Company concluded that we have one reportable segment and has presented the comparative periods on a consolidated basis to reflect the one reportable segment. Use of Estimates The preparation of financial statements in conformity with the generally accepted accounting principles in the U.S., or GAAP, requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to revenue recognition, bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates. Comprehensive Income Comprehensive income includes net income and certain items that are excluded from net income and recorded as a separate component of stockholders' equity. During the years ended December 31, 2019 and 2018 , the Company had no items of other comprehensive income and, therefore, comprehensive income does not differ from reported net income. Cash and Cash Equivalents The Company considered all highly liquid investments with original maturities of three months or less to be cash equivalents. Accounts Receivable, Allowance for Doubtful Accounts and Concentration of Credit Risk Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determined the allowance based on several factors, including the length of time receivables are past due, trends and current economic factors. All balances are reviewed and evaluated quarterly on a consolidated basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. In the opinion of management, credit risk with respect to accounts receivable is limited as a result of the large number of customers and the geographic diversification of the Company's customer base. The Company performs credit evaluations of its customers as needed and believes that adequate allowances for any uncollectible accounts receivable are maintained. Property and Equipment Property and equipment are stated at cost. Major additions or improvements are capitalized, including interest expense when material, while repairs and maintenance are charged to expense when incurred. Property and equipment acquired in business combinations accounted for under the acquisition method of accounting are recorded at their estimated fair values on the date of acquisition. Equipment held under financing leases is stated at the present value of minimum future lease payments. Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is recognized in the statement of operations. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Equipment held under financing leases and leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Depreciation of construction in progress is not recorded until the assets are placed into service. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Intangible Assets As of December 31, 2019 , the Company's intangible assets were comprised of Federal Communications Commission ("FCC") licenses and certain other intangible assets. Intangible assets acquired in a business combination which are determined to have an indefinite useful life, including the Company's FCC licenses, are not amortized, but instead tested for impairment at least annually, or if a triggering event occurs. Intangible assets with definite useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In determining that the Company's FCC licenses qualified as indefinite lived intangibles, management considered a variety of factors including the FCC's historical record of renewing broadcasting licenses, the cost to the Company of renewing such licenses, the relative stability and predictability of the radio industry and the relatively low level of capital investment required to maintain the physical plant of a radio station. The Company's evaluation of the recoverability of its indefinite-lived assets, which include FCC licenses is based on certain judgments and estimates. Future events may impact these judgments and estimates. If events or changes in circumstances were to indicate that an asset's carrying amount is not recoverable, a write-down of the asset would be recorded through a charge to operations. Revenue Recognition Revenue is derived primarily from the sale of commercial airtime to local and national advertisers. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those good or services. Broadcast advertising revenue is recognized as commercials are broadcast. In those instances in which the Company functions as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where the Company functions as an agent or sales representative, the effective commission is presented as revenue on a net basis with no corresponding operating expenses. Advertising Costs Advertising costs are expensed as incurred. For the Successor Company year ended December 31, 2019 , the Successor Company period June 4, 2018 through December 31, 2018, and the Predecessor Company period January 1, 2018 through June 3, 2018, advertising costs incurred were $6.0 million , $4.6 million and $2.6 million , respectively Local Marketing Agreements A number of radio stations, including certain of our stations, have entered into Local Marketing Agreements ("LMAs"). In a typical LMA, the licensee of a station makes available, for a fee and reimbursement of its expenses, airtime on its station to a party which supplies programming to be broadcast during that airtime, and collects revenues from advertising aired during such programming. LMAs are subject to compliance with the antitrust laws and the Communications Laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. As of December 31, 2019 and 2018 , the Company operated two radio stations under LMAs. For the Successor Company year ended December 31, 2019, the Successor Company period June 4, 2018 through December 31, 2018 and the Predecessor Company period January 1, 2018 through June 3, 2018, the stations operated under LMAs contributed $3.5 million , $3.5 million , and $2.6 million , respectively, to the consolidated net revenue of the Company. Stock-based Compensation Expense Stock-based compensation expense recognized for the Successor Company year ended December 31, 2019 , the Successor Company period June 4, 2018 through December 31, 2018 and the Predecessor Company period January 1, 2018 through June 3, 2018, was $5.3 million , $3.4 million and $0.2 million , respectively. For awards with service conditions, stock-based compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. In addition, the Company made an accounting policy election to recognize forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. For stock options with service conditions only, the Company utilizes the Black-Scholes option pricing model to estimate the fair value of options issued. The fair value of stock options is determined by the Company's stock price, historical stock price volatility, the expected term of the award, risk-free interest rates and expected dividends. For restricted stock awards with service conditions only, the Company utilizes the intrinsic value method to determine the fair value of the restricted stock issued. For restricted stock awards with performance conditions, the Company evaluates the probability of vesting of the awards in each reporting period and calculates stock-based compensation expense based on this assessment. Trade and Barter Transactions The Company provides commercial advertising inventory in exchange for goods and services used principally for promotional, sales, programming and other business activities. Programming barter revenue is derived from an exchange of programming content, to be broadcast on the Company's airwaves, for commercial advertising inventory, usually in the form of commercial placements inside the show exchanged. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Trade and barter revenue is recorded when commercial spots are aired, in the same pattern as the Company's normal cash spot revenue is recognized. Trade and barter expense is recorded when goods or services are consumed. For the Successor Company year ended December 31, 2019 , the Successor Company period June 4, 2018 through December 31, 2018, and the Predecessor Company period January 1, 2018 through June 3, 2018, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $45.3 million , $26.5 million and $19.0 million , respectively; and (2) trade and barter expenses of $44.4 million , $27.1 million , and $18.0 million , respectively. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates the Company expects will be applicable when those tax assets and liabilities are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against a deferred tax asset to measure its net realizable value when it is not more likely than not that the benefits of its recovery will be recognized. The Company continually reviews the adequacy of our valuation allowance, if any, on our deferred tax assets and recognizes the benefits of deferred tax assets only as the reassessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes ("ASC 740"). The Company recognizes a tax position as a benefit only if it is more-likely-than-not that the position would be sustained in an examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded. Earnings Per Share Basic income per share is computed on the basis of the weighted average number of common shares outstanding. The Company allocates undistributed net income from continuing operations between each class of common stock on an equal basis after any allocations for preferred stock dividends in accordance with the terms of the Company's third amended and restated certificate of incorporation, as amended (the "Charter"). Non-vested restricted shares of Class A common stock and Company Warrants (defined below) are considered participating securities for purposes of calculating basic weighted average common shares outstanding in periods in which the Company recorded net income. Diluted earnings per share is computed in the same manner as basic earnings per share after assuming the issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and outstanding warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two -class method, net income is allocated to common stock and participating securities to the extent that each security may share in earnings, as if all of the earnings for the period had been distributed. Earnings are allocated to each participating security and common share equally, after deducting dividends declared or accreted on preferred stock. Fair Values of Financial Instruments The carrying amounts of cash equivalents, restricted cash, accounts receivables, accounts payable, trade payables and receivables and accrued expenses approximate fair value because of the short term to maturity of these instruments (See Note 11, "Fair Value Measurements"). Accounting for National Advertising Agency Contract The Company has engaged Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The Company's contract with Katz has several economic elements that principally reduce the overall expected commission rate below the stated base rate. The Company estimates the overall expected commission rate over the entire contract period and applies that rate to commissionable revenue throughout the contract period with the goal of estimating and recording a stable commission rate over the life of the contract. The Company's accounting for and calculation of commission expense to be recognized over the life of the Katz contract requires management to make estimates and judgments that affect reported amounts of commission expense in each period. Actual results may differ from management's estimates. Supplemental Cash Flow Information The following summarizes supplemental cash flow information to be read in conjunction with the Consolidated Statements of Cash Flows for the Successor Company year ended December 31, 2019 , the Successor Company period from June 4, 2018 through December 31, 2018 and the Predecessor Company period from January 1, 2018 through June 3, 2018 (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, Period from June 4, 2018 through December 31, Period from January 1, 2018 through June 3, 2019 2018 2018 Supplemental disclosures of cash flow information: Interest paid $ 76,846 $ 49,785 $ — Adequate protection payments on the Predecessor Term Loan — — 37,802 Income taxes paid 18,590 7,266 1,992 Supplemental disclosures of non-cash flow information: Trade revenue $ 45,308 $ 26,516 $ 18,973 Trade expense 44,378 27,098 17,964 Transfer of deposit from escrow - WKQX acquisition — 4,750 — Supplemental disclosures of non-cash reorganization items impact on changes in assets and liabilities: Accounts receivable $ — $ — $ (11 ) Prepaid expenses and other current assets — — 21,077 Property and equipment — — (121,732 ) Other intangible assets, goodwill and other assets — — 283,217 Accounts payable, accrued expenses and other liabilities — — (36,415 ) Cancellation of 7.75% Senior Notes — — (610,000 ) Cancellation of Predecessor Company Term Loan — — (1,684,407 ) Issuance of Successor Company Term Loan — — 1,300,000 Cancellation of Predecessor Company stockholders' equity — — 649,620 Issuance of Successor Company stockholders' equity — — (325,000 ) Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheet: Cash and cash equivalents $ 15,142 $ 27,584 $ 50,046 Restricted cash 1,865 2,454 38,305 Total cash and cash equivalents and restricted cash $ 17,007 $ 30,038 $ 88,351 Adoption of New Accounting Standards ASU 2016-02 - Leases (Topic 842) ("ASU 2016-02") . In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than one year. Leases will be classified as either financing or operating, thereby impacting the pattern of expense recognition in the statement of operations. In July 2018, the FASB issued ASU 2018-10 - Codification Improvements to Topic 842, Leases ("ASU 2018-10") and ASU 2018-11 - Targeted Improvements ("ASU 2018-11") , which provide technical corrections and clarification to ASU 2016-02. ASU 2016-02 and amendments ASU 2018-10 and ASU 2018-11 were effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. The Company adopted the new lease standard, or "ASC 842", on January 1, 2019 and elected the "package of practical expedients" and as a result did not recast existing leases prior to January 1, 2019. The new lease standard also provides as a practical expedient and an accounting policy election, the option to not separate non-lease components from the associated lease components and instead account for each separate lease component and its associated non-lease components as a single lease component. The Company elected this option both for leases under which it is the lessor and for leases under which it is the lessee. In adopting the new standard, the Company aggregated and evaluated lease arrangements, implemented new controls and processes, and installed a lease accounting system. Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of approximately $156.1 million and $154.5 million on January 1, 2019. See Note 16, "Leases" for further information. Recent Accounting Standards Updates ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset's origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for public business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The standard is effective for SRCs for fiscal years beginning after December 15, 2022. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its Consolidated Financial Statements. ASU 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). In August 2018, the FASB issued ASU 2018-13, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods therein, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. Adoption of this guidance is not expected to have a material impact on the Company's Consolidated Financial Statements. |
Emergence from Chapter 11
Emergence from Chapter 11 | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Emergence from Chapter 11 | Emergence from Chapter 11 On May 10, 2018, the Bankruptcy Court entered the Confirmation Order confirming the Plan. On the Effective Date, the Plan became effective and the Debtors emerged from Chapter 11. Plan of Reorganization A plan of reorganization determines the rights and satisfaction of claims of various creditors and security holders, but the ultimate settlement of certain claims is subject to the uncertain outcome of various litigation, negotiations and bankruptcy court decisions for a period of time after a plan of reorganization is confirmed. Cancellation of Certain Prepetition Obligations In connection with the effectiveness of and pursuant to the terms of the Plan, on the Effective Date, the obligations of Old Cumulus and its subsidiaries under the following agreements were satisfied and discharged: • Amended and Restated Credit Agreement, dated as of December 23, 2013, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., as borrower, certain lenders, JPMorgan Chase Bank, N.A., as lender and Administrative Agent, Royal Bank of Canada and Macquarie Capital (USA) Inc., as co-syndication agents, and Credit Suisse AG, Cayman Islands Branch, Fifth Third Bank, Goldman Sachs Bank USA and ING Capital LLC, as co-documentation agents ("the Canceled Credit Agreement"), pursuant to which Old Cumulus had outstanding term loans in the amount of $1.7 billion (the "Predecessor Term Loan"); • Indenture, dated as of May 13, 2011, among Cumulus Media Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, as supplemented, and pursuant to which Old Cumulus had outstanding senior notes with a face value of $610.0 million (" 7.75% Senior Notes"); and • Rights Agreement, dated as of June 5, 2017, between Cumulus Media Inc. and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agreement"). Additional Matters Contemplated by the Plan • In accordance with the Plan, on the Effective Date each share of Old Cumulus's Class A common stock, par value $0.01 per share (the "old Class A common stock"), Class B common stock, par value $0.01 per share (the "old Class B common stock"), and Class C common stock, par value $0.01 per share (the "old Class C common stock" and together with the old Class A common stock and the old Class B common stock, the "old common stock") outstanding immediately prior to the Effective Date, including all stock options, warrants or other rights, including rights issued under the Rights Agreement, to purchase such old common stock, were extinguished, canceled and discharged, and each such share, option or warrant has no further force or effect. Furthermore, all of Old Cumulus's equity award agreements under prior incentive plans, and the awards granted pursuant thereto, were extinguished, canceled and discharged and have no further force or effect; • On the Effective Date, the Company's certificate of incorporation was amended and restated to authorize the issuance of up to 100,000,000 shares of Class A common stock, par value $0.0000001 per share ("new Class A common stock"), 100,000,000 shares of Class B common stock, par value $0.0000001 per share ("new Class B common stock" and, together with the new Class A common stock, the "new common stock") and 100,000,000 shares of preferred stock (see Note 12, "Stockholders' Equity"); • On the Effective Date, the Company issued 11,052,211 shares of new Class A common stock and 5,218,209 shares of new Class B common stock; • On the Effective Date, the Company issued 3,016,853 Series 1 warrants to purchase shares of new common stock; • After the Effective Date, the Company also issued or will issue 712,736 Series 2 warrants (the "Series 2 warrants" and, together with the Series 1 warrants, the "Warrants") to purchase shares of new common stock; • The Company entered into a $1.3 billion credit agreement (the "Credit Agreement" or "Term Loan") with Wilmington Trust, N.A., as administrative agent (the "Agent") and the lenders named therein (see Note 10, "Long-Term Debt"); • The holders of claims with respect to the Predecessor Term Loan received the following in full and complete satisfaction of their respective claims thereunder: (i) a pro rata share of the Term Loan and (ii) a pro rata share of 83.5% of the new common stock and warrants issued, subject to dilution by certain issuances under the Long-Term Incentive Plan (the "Incentive Plan") (see Note 12, "Stockholders' Equity"); • The holders of unsecured claims against Old Cumulus including claims arising from the 7.75% Senior Notes received, in the aggregate, 16.5% of the new common stock and warrants issued, subject to dilution by certain issuances under the Incentive Plan; • The Company's board of directors was reconstituted to consist of the Company's President and Chief Executive Officer and six independent directors selected by the holders of the Predecessor Term Loan; and • Intercompany Claims and Interests (as defined in the Plan) were canceled without any distribution on account of such Intercompany Claims and Interests. The foregoing description of certain matters effected pursuant to the Plan and the transactions related to and contemplated thereunder, is not intended to be a complete description of, or a substitute for, a full and complete reading of the Plan. Fresh Start Accounting Upon filing for bankruptcy and up through and including the emergence from Chapter 11 on the Effective Date, the Company qualified for fresh start accounting under ASC 852 because (i) the holders of voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. ASC 852 requires that fresh start accounting be applied when the Bankruptcy Court enters a confirmation order confirming a plan of reorganization, or as of a later date when all material conditions precedent to the effectiveness of a plan of reorganization are resolved, which for CUMULUS MEDIA was the Effective Date. Upon the application of fresh start accounting, CUMULUS MEDIA allocated the reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, Business Combinations ("ASC 805"). Reorganization value represents the fair value of the Successor Company's assets before considering liabilities. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted discount rates. Deferred taxes were determined in conformity with applicable accounting standards. Predecessor Company accumulated depreciation, accumulated amortization, and accumulated deficit were eliminated. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the Company's consolidated financial statements after June 3, 2018 are not comparable to the Company's consolidated financial statements as of or prior to that date. Reorganization Value As set forth in the Plan, the enterprise value of the Successor Company was estimated to be between $1.5 billion and $1.7 billion . Based on the estimates and assumptions discussed below, CUMULUS MEDIA estimated the enterprise value to be $1.675 billion , which was confirmed by the Bankruptcy Court. Management estimated the enterprise value of the Successor Company utilizing the guideline public company method and discounted cash flow method ("DCF"). The use of each approach provides corroboration for the other approach. To estimate enterprise value utilizing the guideline public company method, management applied valuation multiples, derived from the operating data of publicly-traded benchmark companies, to the same operating data of CUMULUS MEDIA. The guideline public company analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography. The valuation multiples were derived based on projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of CUMULUS MEDIA. To estimate enterprise value utilizing the discounted cash flow method, management established an estimate of future cash flows for the period 2018 to 2024 with a terminal value and discounted the estimated future cash flows to present value. The expected cash flows for the period 2018 to 2024 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court. The expected cash flows for the period 2018 to 2024 were derived from earnings forecasts and assumptions regarding revenue growth and margin projections, as applicable. A terminal value was included, calculated using the constant growth method, based on the cash flows of the final year of the forecast period. The Company's enterprise value represents the fair value of its interest-bearing debt and equity capital, while the reorganization value is derived from the enterprise value by adding back non-interest-bearing liabilities. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (dollars in thousands): Enterprise Value $ 1,675,000 Less: Cash balance difference (1) (20,000 ) Less: Effect of deferred tax liability (2) (30,000 ) Plus: Fair value of non-debt current liabilities 114,573 Plus: Fair value of non-debt long term liabilities 63,921 Reorganization value $ 1,803,494 (1) Difference in the estimated cash balance in the reorganization value versus the actual cash on hand as of June 3, 2018. (2) Difference in the assumed effect of deferred taxes in the reorganization value versus the actual deferred taxes as of June 3, 2018. Condensed Consolidated Balance Sheet The adjustments set forth in the following Condensed Consolidated Balance Sheet reflect the consummation of the transactions contemplated by the Plan (reflected in the column "Reorganization Adjustments") as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs (dollars in thousands). Predecessor Company As of June 3, 2018 Reorganization Adjustments Fresh Start Adjustments Successor Company As of June 4, 2018 Assets Current assets: Cash and cash equivalents $ 108,480 $ (58,434 ) (1) $ — $ 50,046 Restricted cash 13,720 24,585 (2) — 38,305 Accounts receivable 215,724 — — 215,724 Trade receivable 5,221 — — 5,221 Prepaid expenses and other current assets 49,912 (19,990 ) (3) — 29,922 Total current assets 393,057 (53,839 ) — 339,218 Property and equipment, net 193,574 — 121,732 (12) 315,306 Broadcast licenses 1,203,809 — (285,309 ) (13) 918,500 Other intangible assets, net 75,056 — 137,402 (13) 212,458 Goodwill 135,214 — (135,214 ) (14) — Other assets 18,012 — — 18,012 Total assets $ 2,018,722 $ (53,839 ) $ (161,389 ) $ 1,803,494 Liabilities and Stockholders' Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 108,448 $ 6,253 (4) $ (128 ) (15) $ 114,573 Current portion of Term Loan — 13,000 (5) — 13,000 Total current liabilities 108,448 19,253 (128 ) 127,573 Term loan — 1,268,983 (5) 18,017 (16) 1,287,000 Other liabilities 2,801 21,312 (6) 13 (17) 24,126 Deferred income taxes — 50,437 (7) (10,642 ) (18) 39,795 Total non-current liabilities 2,801 1,340,732 7,388 1,350,921 Liabilities subject to compromise 2,647,110 (2,647,110 ) (8) — — Total liabilities 2,758,359 (1,287,125 ) 7,260 1,478,494 Stockholders' (deficit) equity: Predecessor Class A common stock 320 (320 ) (9) — — Predecessor Class C common stock 1 (1 ) (9) — — Predecessor treasury stock (229,310 ) 229,310 (9) — — Predecessor additional paid-in-capital 1,626,906 (1,626,906 ) (9) — — Successor Class A common stock — — — — Successor Class B common stock — — — — Successor additional-paid-in-capital — 325,000 (10) — 325,000 (Accumulated deficit) retained earnings (2,137,554 ) 2,306,203 (11) (168,649 ) (19) — Total stockholders' (deficit) equity (739,637 ) 1,233,286 (168,649 ) 325,000 Total liabilities and stockholders' (deficit) $ 2,018,722 $ (53,839 ) $ (161,389 ) $ 1,803,494 Reorganization adjustments 1. Reflects cash payments and the funding of professional fee escrow account from the implementation of the Plan as follows (dollars in thousands): Payment of professional fees $ 3,118 Adequate protection payment 1,326 Payment of contract cure claims 20,341 Funding of professional fee escrow amount 32,517 Other fees and expenses 1,132 Net cash payments $ 58,434 2. Reflects net additions to restricted cash giving effect to the funding of professional fee escrow account for professional fees accrued and the payment of restructuring fees (dollars in thousands): Funding of professional fee escrow account $ 32,517 Payment of restructuring fees (7,932 ) Net changes to restricted cash $ 24,585 3. Reflects the reclassification of $17.8 million debt issuance costs from prepaid expense to offset the Term Loan as well as the write-off of $2.2 million of certain assets which do not benefit the Successor Company. 4. Represents the reinstatement of certain accounts payable and accrued expenses that were previously classified as Liabilities subject to compromise as well as accrued state income taxes. 5. Represents the current and non-current portion, net of debt issuance costs of $18.0 million , of the Term Loan. 6. Represents the reinstatement of tax liabilities, lease liabilities and long-term deposits from Liabilities subject to compromise. 7. Represents the partial reinstatement of the deferred tax liability of $50.4 million of the original $237.2 million that was included in Liabilities subject to compromise. 8. Liabilities subject to compromise immediately prior to the Effective Date consisted of the following (dollars in thousands): Accounts payable and accrued expenses $ 66,515 Other liabilities 21,364 Deferred tax liability 237,247 Accounts payable, accrued expenses and other liabilities 325,126 Predecessor Term Loan 1,684,407 7.75% Senior Notes 610,000 Accrued interest 27,577 Long-term debt and accrued interest 2,321,984 Total Liabilities subject to compromise $ 2,647,110 Liabilities subject to compromise have been, or will be settled as follows in accordance with the Plan (dollars in thousands): Liabilities subject to compromise $ 2,647,110 Cash payments at the Effective Date (33,657 ) Liabilities reinstated at the Effective Date: Accounts payable (3,215 ) Other liabilities (21,160 ) Deferred tax liability (50,437 ) Total liabilities reinstated at the Effective Date (74,812 ) Adjustment for deferred tax liability impact (186,810 ) Fair value of common stock issued to Predecessor Term Loan holders, 7.75% Senior Notes holders and unsecured creditors (264,394 ) Fair value of warrants issued to Predecessor Term Loan holders, 7.75% Senior Notes holders and unsecured creditors (60,606 ) Fair value of Term Loan provided by Predecessor Term Loan holders (1,300,000 ) Gain on settlement of Liabilities subject to compromise $ 726,831 Refer to Note 12, "Stockholders' Equity" for the determination of fair value of equity issued to unsecured creditors. 9. Pursuant to the Plan, all equity interests of the Predecessor that were issuable or issued and outstanding immediately prior to the Effective Date were canceled. The elimination of the carrying value of the canceled equity interests was recorded as an offset to retained earnings (accumulated deficit). 10. In settlement of the Predecessor Term Loan, 7.75% Senior Notes, and other general unsecured claims, the Company issued new common stock and Successor warrants. 11. Adjustment made to accumulated deficit consisted of the following (dollars in thousands): Cancellation of Predecessor equity $ 1,397,917 Gain on settlement of Liabilities subject to compromise 726,831 Income tax benefit 184,005 Other items (2,550 ) Total adjustment to retained earnings $ 2,306,203 Fresh Start adjustments 12. Reflects the increase in net book value of property and equipment to the estimated fair value as of the Effective Date. The following table summarizes the components of property and equipment, net as of June 3, 2018, and the fair value as of the Effective Date (dollars in thousands): Estimated Useful Life Successor Company Predecessor Company Land N/A $ 159,464 $ 86,287 Broadcasting and other equipment 3 to 30 years 58,369 248,607 Computer and capitalized software costs 1 to 3 years 11,791 34,924 Furniture and fixtures 5 years 4,432 15,571 Leasehold improvements 5 years 24,089 46,471 Buildings 9 to 20 years 26,964 51,994 Construction in progress N/A 30,197 30,197 Property and equipment, gross 315,306 514,051 Less: accumulated depreciation — (320,477 ) Property and equipment, net $ 315,306 $ 193,574 To estimate the fair value of personal property such as broadcasting and other equipment, the Company utilized a combination of the cost approach and market approach. The Company recognized the contributory value associated with the necessary installation, engineering, and set-up costs related to the installed component of equipment by using the cost approach. The market approach was used for assets where a viable, transparent secondary market existed, such as motor vehicle assets. To estimate the fair value of real property, the Company considered the cost approach and sales comparison approach. Buildings were primarily valued using the cost approach, under which the Company developed a replacement cost new for the improvements and applied deductions for physical depreciation based on the age of the assets. Land was valued under the sales comparison approach, whereby the Company researched transactions involving comparable parcels to provide an indication of the fair value of the various subject parcels. 13. The Company recorded an adjustment to intangible assets of $147.9 million as follows (dollars in thousands): Successor Company Predecessor Company Difference Broadcast licenses $ 918,500 $ 1,203,809 $ (285,309 ) Other intangible assets 212,458 75,056 137,402 Total $ 1,130,958 $ 1,278,865 $ (147,907 ) The fair values of broadcasting licenses and other intangible assets were determined as follows: a. Broadcast licenses ( $918.5 million as of June 4, 2018): The fair value of broadcast licenses was determined using the Greenfield approach, a derivation of the income approach that isolates the income that is properly attributable to the license alone. It is based upon modeling a hypothetical "Greenfield" build-up to a normalized enterprise that, by design, lacks inherent goodwill and has other assets that have essentially been paid for or added as part of the build-up process. b. Other intangible assets ( $212.5 million as of June 4, 2018): i. Broadcasting, affiliate and producer relationships ( $162.0 million as of June 4, 2018): The customer relationship intangibles including broadcasting and affiliate and producer relationships were valued utilizing the excess earning method, a derivation of the income approach that considers cash flows related to the customers after accounting for a fair return to the other supporting assets of the business. ii. Trademarks and trade names ( $21.2 million as of June 4, 2018): In estimating the fair value of trademarks and trade names, management used the relief from royalty method, a derivation of the income approach, for analyzing the trade names. iii. Tower income contracts ( $15.1 million as of June 4, 2018): The fair value of these were determined utilizing a discounted cash flow analysis. iv. Advertiser backlog ( $12.0 million as of June 4, 2018): The fair value of advertiser backlog was analyzed using the multi-period excess earning method. Estimated duration of advertiser backlog as of the Effective Date was used as a point of recognition for net sales attributable to that backlog. v. Leasehold intangible asset, net ( $2.2 million as of June 4, 2018): The fair value of leasehold interests was determined utilizing a discounted cash flow analysis, wherein leases for real property were assessed for favorable or unfavorable contract rental rates. 14. Reflects the elimination of the Predecessor goodwill balance of $135.2 million . 15. Reflects the elimination of the carrying value of short-term deferred rent to adjust accounts payable and accrued expenses to estimated fair value. 16. Represents the fair value adjustment of the Term Loan including the elimination of debt issuance costs of $18.0 million incurred prior to and upon emergence from bankruptcy. The fair value of debt is comprised of $13.0 million of short-term debt and $1,287.0 million of long-term debt. The fair value of the Term Loan was determined based on a market approach utilizing market yields and was estimated to be 100% of par value. 17. Represents the increase of a liability related to a failed sale leaseback transaction and elimination of the carrying value of long-term deferred rent in accordance with fresh start reporting to adjust net book value to estimated fair value. 18. Reflects the impact of fresh start adjustments on deferred taxes. 19. Reflects the cumulative impact of the fresh start accounting adjustments discussed above on accumulated deficit as follows (dollars in thousands): Property and equipment fair value adjustment $ 121,732 Intangible assets fair value adjustment (147,907 ) Goodwill adjustment (135,214 ) Term Loan fair value adjustment (18,017 ) Other assets and liabilities fair value adjustments 115 Net loss on fresh start adjustments $ (179,291 ) Tax impact on fresh start adjustments 10,642 Net impact on retained earnings $ (168,649 ) Reorganization Items, Net Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Consolidated Statement of Operations as follows (dollars in thousands): Period from January 1, 2018 through June 3, 2018 Gain on settlement of liabilities subject to compromise (a) $ 726,831 Fresh start adjustments (b) (179,291 ) Professional fees (c) (54,386 ) Non-cash claims adjustments (d) (15,364 ) Rejected executory contracts (e) (5,976 ) Other (f) (5,613 ) Reorganization items, net $ 466,201 (a) Liabilities subject to compromise have been, or will be settled in accordance with the Plan. (b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting. (c) Legal, financial advisory and other professional costs directly associated with the reorganization process. (d) The carrying amount of certain claims were adjusted to the estimated value of the claim that will be allowed by the Bankruptcy Court. (e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts. (f) Federal Communications Commission filing and U.S. Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies. As of December 31, 2018, total cash paid by the Predecessor Company related to Reorganization items, net was $57.8 million . |
Fresh Start Accounting
Fresh Start Accounting | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Fresh Start Accounting | Emergence from Chapter 11 On May 10, 2018, the Bankruptcy Court entered the Confirmation Order confirming the Plan. On the Effective Date, the Plan became effective and the Debtors emerged from Chapter 11. Plan of Reorganization A plan of reorganization determines the rights and satisfaction of claims of various creditors and security holders, but the ultimate settlement of certain claims is subject to the uncertain outcome of various litigation, negotiations and bankruptcy court decisions for a period of time after a plan of reorganization is confirmed. Cancellation of Certain Prepetition Obligations In connection with the effectiveness of and pursuant to the terms of the Plan, on the Effective Date, the obligations of Old Cumulus and its subsidiaries under the following agreements were satisfied and discharged: • Amended and Restated Credit Agreement, dated as of December 23, 2013, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., as borrower, certain lenders, JPMorgan Chase Bank, N.A., as lender and Administrative Agent, Royal Bank of Canada and Macquarie Capital (USA) Inc., as co-syndication agents, and Credit Suisse AG, Cayman Islands Branch, Fifth Third Bank, Goldman Sachs Bank USA and ING Capital LLC, as co-documentation agents ("the Canceled Credit Agreement"), pursuant to which Old Cumulus had outstanding term loans in the amount of $1.7 billion (the "Predecessor Term Loan"); • Indenture, dated as of May 13, 2011, among Cumulus Media Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, as supplemented, and pursuant to which Old Cumulus had outstanding senior notes with a face value of $610.0 million (" 7.75% Senior Notes"); and • Rights Agreement, dated as of June 5, 2017, between Cumulus Media Inc. and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agreement"). Additional Matters Contemplated by the Plan • In accordance with the Plan, on the Effective Date each share of Old Cumulus's Class A common stock, par value $0.01 per share (the "old Class A common stock"), Class B common stock, par value $0.01 per share (the "old Class B common stock"), and Class C common stock, par value $0.01 per share (the "old Class C common stock" and together with the old Class A common stock and the old Class B common stock, the "old common stock") outstanding immediately prior to the Effective Date, including all stock options, warrants or other rights, including rights issued under the Rights Agreement, to purchase such old common stock, were extinguished, canceled and discharged, and each such share, option or warrant has no further force or effect. Furthermore, all of Old Cumulus's equity award agreements under prior incentive plans, and the awards granted pursuant thereto, were extinguished, canceled and discharged and have no further force or effect; • On the Effective Date, the Company's certificate of incorporation was amended and restated to authorize the issuance of up to 100,000,000 shares of Class A common stock, par value $0.0000001 per share ("new Class A common stock"), 100,000,000 shares of Class B common stock, par value $0.0000001 per share ("new Class B common stock" and, together with the new Class A common stock, the "new common stock") and 100,000,000 shares of preferred stock (see Note 12, "Stockholders' Equity"); • On the Effective Date, the Company issued 11,052,211 shares of new Class A common stock and 5,218,209 shares of new Class B common stock; • On the Effective Date, the Company issued 3,016,853 Series 1 warrants to purchase shares of new common stock; • After the Effective Date, the Company also issued or will issue 712,736 Series 2 warrants (the "Series 2 warrants" and, together with the Series 1 warrants, the "Warrants") to purchase shares of new common stock; • The Company entered into a $1.3 billion credit agreement (the "Credit Agreement" or "Term Loan") with Wilmington Trust, N.A., as administrative agent (the "Agent") and the lenders named therein (see Note 10, "Long-Term Debt"); • The holders of claims with respect to the Predecessor Term Loan received the following in full and complete satisfaction of their respective claims thereunder: (i) a pro rata share of the Term Loan and (ii) a pro rata share of 83.5% of the new common stock and warrants issued, subject to dilution by certain issuances under the Long-Term Incentive Plan (the "Incentive Plan") (see Note 12, "Stockholders' Equity"); • The holders of unsecured claims against Old Cumulus including claims arising from the 7.75% Senior Notes received, in the aggregate, 16.5% of the new common stock and warrants issued, subject to dilution by certain issuances under the Incentive Plan; • The Company's board of directors was reconstituted to consist of the Company's President and Chief Executive Officer and six independent directors selected by the holders of the Predecessor Term Loan; and • Intercompany Claims and Interests (as defined in the Plan) were canceled without any distribution on account of such Intercompany Claims and Interests. The foregoing description of certain matters effected pursuant to the Plan and the transactions related to and contemplated thereunder, is not intended to be a complete description of, or a substitute for, a full and complete reading of the Plan. Fresh Start Accounting Upon filing for bankruptcy and up through and including the emergence from Chapter 11 on the Effective Date, the Company qualified for fresh start accounting under ASC 852 because (i) the holders of voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. ASC 852 requires that fresh start accounting be applied when the Bankruptcy Court enters a confirmation order confirming a plan of reorganization, or as of a later date when all material conditions precedent to the effectiveness of a plan of reorganization are resolved, which for CUMULUS MEDIA was the Effective Date. Upon the application of fresh start accounting, CUMULUS MEDIA allocated the reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, Business Combinations ("ASC 805"). Reorganization value represents the fair value of the Successor Company's assets before considering liabilities. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted discount rates. Deferred taxes were determined in conformity with applicable accounting standards. Predecessor Company accumulated depreciation, accumulated amortization, and accumulated deficit were eliminated. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the Company's consolidated financial statements after June 3, 2018 are not comparable to the Company's consolidated financial statements as of or prior to that date. Reorganization Value As set forth in the Plan, the enterprise value of the Successor Company was estimated to be between $1.5 billion and $1.7 billion . Based on the estimates and assumptions discussed below, CUMULUS MEDIA estimated the enterprise value to be $1.675 billion , which was confirmed by the Bankruptcy Court. Management estimated the enterprise value of the Successor Company utilizing the guideline public company method and discounted cash flow method ("DCF"). The use of each approach provides corroboration for the other approach. To estimate enterprise value utilizing the guideline public company method, management applied valuation multiples, derived from the operating data of publicly-traded benchmark companies, to the same operating data of CUMULUS MEDIA. The guideline public company analysis identified a group of comparable companies giving consideration to lines of business and markets served, size and geography. The valuation multiples were derived based on projected financial measures of revenue and earnings before interest, taxes, depreciation and amortization and applied to projected operating data of CUMULUS MEDIA. To estimate enterprise value utilizing the discounted cash flow method, management established an estimate of future cash flows for the period 2018 to 2024 with a terminal value and discounted the estimated future cash flows to present value. The expected cash flows for the period 2018 to 2024 with a terminal value were based upon certain financial projections and assumptions provided to the Bankruptcy Court. The expected cash flows for the period 2018 to 2024 were derived from earnings forecasts and assumptions regarding revenue growth and margin projections, as applicable. A terminal value was included, calculated using the constant growth method, based on the cash flows of the final year of the forecast period. The Company's enterprise value represents the fair value of its interest-bearing debt and equity capital, while the reorganization value is derived from the enterprise value by adding back non-interest-bearing liabilities. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (dollars in thousands): Enterprise Value $ 1,675,000 Less: Cash balance difference (1) (20,000 ) Less: Effect of deferred tax liability (2) (30,000 ) Plus: Fair value of non-debt current liabilities 114,573 Plus: Fair value of non-debt long term liabilities 63,921 Reorganization value $ 1,803,494 (1) Difference in the estimated cash balance in the reorganization value versus the actual cash on hand as of June 3, 2018. (2) Difference in the assumed effect of deferred taxes in the reorganization value versus the actual deferred taxes as of June 3, 2018. Condensed Consolidated Balance Sheet The adjustments set forth in the following Condensed Consolidated Balance Sheet reflect the consummation of the transactions contemplated by the Plan (reflected in the column "Reorganization Adjustments") as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs (dollars in thousands). Predecessor Company As of June 3, 2018 Reorganization Adjustments Fresh Start Adjustments Successor Company As of June 4, 2018 Assets Current assets: Cash and cash equivalents $ 108,480 $ (58,434 ) (1) $ — $ 50,046 Restricted cash 13,720 24,585 (2) — 38,305 Accounts receivable 215,724 — — 215,724 Trade receivable 5,221 — — 5,221 Prepaid expenses and other current assets 49,912 (19,990 ) (3) — 29,922 Total current assets 393,057 (53,839 ) — 339,218 Property and equipment, net 193,574 — 121,732 (12) 315,306 Broadcast licenses 1,203,809 — (285,309 ) (13) 918,500 Other intangible assets, net 75,056 — 137,402 (13) 212,458 Goodwill 135,214 — (135,214 ) (14) — Other assets 18,012 — — 18,012 Total assets $ 2,018,722 $ (53,839 ) $ (161,389 ) $ 1,803,494 Liabilities and Stockholders' Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 108,448 $ 6,253 (4) $ (128 ) (15) $ 114,573 Current portion of Term Loan — 13,000 (5) — 13,000 Total current liabilities 108,448 19,253 (128 ) 127,573 Term loan — 1,268,983 (5) 18,017 (16) 1,287,000 Other liabilities 2,801 21,312 (6) 13 (17) 24,126 Deferred income taxes — 50,437 (7) (10,642 ) (18) 39,795 Total non-current liabilities 2,801 1,340,732 7,388 1,350,921 Liabilities subject to compromise 2,647,110 (2,647,110 ) (8) — — Total liabilities 2,758,359 (1,287,125 ) 7,260 1,478,494 Stockholders' (deficit) equity: Predecessor Class A common stock 320 (320 ) (9) — — Predecessor Class C common stock 1 (1 ) (9) — — Predecessor treasury stock (229,310 ) 229,310 (9) — — Predecessor additional paid-in-capital 1,626,906 (1,626,906 ) (9) — — Successor Class A common stock — — — — Successor Class B common stock — — — — Successor additional-paid-in-capital — 325,000 (10) — 325,000 (Accumulated deficit) retained earnings (2,137,554 ) 2,306,203 (11) (168,649 ) (19) — Total stockholders' (deficit) equity (739,637 ) 1,233,286 (168,649 ) 325,000 Total liabilities and stockholders' (deficit) $ 2,018,722 $ (53,839 ) $ (161,389 ) $ 1,803,494 Reorganization adjustments 1. Reflects cash payments and the funding of professional fee escrow account from the implementation of the Plan as follows (dollars in thousands): Payment of professional fees $ 3,118 Adequate protection payment 1,326 Payment of contract cure claims 20,341 Funding of professional fee escrow amount 32,517 Other fees and expenses 1,132 Net cash payments $ 58,434 2. Reflects net additions to restricted cash giving effect to the funding of professional fee escrow account for professional fees accrued and the payment of restructuring fees (dollars in thousands): Funding of professional fee escrow account $ 32,517 Payment of restructuring fees (7,932 ) Net changes to restricted cash $ 24,585 3. Reflects the reclassification of $17.8 million debt issuance costs from prepaid expense to offset the Term Loan as well as the write-off of $2.2 million of certain assets which do not benefit the Successor Company. 4. Represents the reinstatement of certain accounts payable and accrued expenses that were previously classified as Liabilities subject to compromise as well as accrued state income taxes. 5. Represents the current and non-current portion, net of debt issuance costs of $18.0 million , of the Term Loan. 6. Represents the reinstatement of tax liabilities, lease liabilities and long-term deposits from Liabilities subject to compromise. 7. Represents the partial reinstatement of the deferred tax liability of $50.4 million of the original $237.2 million that was included in Liabilities subject to compromise. 8. Liabilities subject to compromise immediately prior to the Effective Date consisted of the following (dollars in thousands): Accounts payable and accrued expenses $ 66,515 Other liabilities 21,364 Deferred tax liability 237,247 Accounts payable, accrued expenses and other liabilities 325,126 Predecessor Term Loan 1,684,407 7.75% Senior Notes 610,000 Accrued interest 27,577 Long-term debt and accrued interest 2,321,984 Total Liabilities subject to compromise $ 2,647,110 Liabilities subject to compromise have been, or will be settled as follows in accordance with the Plan (dollars in thousands): Liabilities subject to compromise $ 2,647,110 Cash payments at the Effective Date (33,657 ) Liabilities reinstated at the Effective Date: Accounts payable (3,215 ) Other liabilities (21,160 ) Deferred tax liability (50,437 ) Total liabilities reinstated at the Effective Date (74,812 ) Adjustment for deferred tax liability impact (186,810 ) Fair value of common stock issued to Predecessor Term Loan holders, 7.75% Senior Notes holders and unsecured creditors (264,394 ) Fair value of warrants issued to Predecessor Term Loan holders, 7.75% Senior Notes holders and unsecured creditors (60,606 ) Fair value of Term Loan provided by Predecessor Term Loan holders (1,300,000 ) Gain on settlement of Liabilities subject to compromise $ 726,831 Refer to Note 12, "Stockholders' Equity" for the determination of fair value of equity issued to unsecured creditors. 9. Pursuant to the Plan, all equity interests of the Predecessor that were issuable or issued and outstanding immediately prior to the Effective Date were canceled. The elimination of the carrying value of the canceled equity interests was recorded as an offset to retained earnings (accumulated deficit). 10. In settlement of the Predecessor Term Loan, 7.75% Senior Notes, and other general unsecured claims, the Company issued new common stock and Successor warrants. 11. Adjustment made to accumulated deficit consisted of the following (dollars in thousands): Cancellation of Predecessor equity $ 1,397,917 Gain on settlement of Liabilities subject to compromise 726,831 Income tax benefit 184,005 Other items (2,550 ) Total adjustment to retained earnings $ 2,306,203 Fresh Start adjustments 12. Reflects the increase in net book value of property and equipment to the estimated fair value as of the Effective Date. The following table summarizes the components of property and equipment, net as of June 3, 2018, and the fair value as of the Effective Date (dollars in thousands): Estimated Useful Life Successor Company Predecessor Company Land N/A $ 159,464 $ 86,287 Broadcasting and other equipment 3 to 30 years 58,369 248,607 Computer and capitalized software costs 1 to 3 years 11,791 34,924 Furniture and fixtures 5 years 4,432 15,571 Leasehold improvements 5 years 24,089 46,471 Buildings 9 to 20 years 26,964 51,994 Construction in progress N/A 30,197 30,197 Property and equipment, gross 315,306 514,051 Less: accumulated depreciation — (320,477 ) Property and equipment, net $ 315,306 $ 193,574 To estimate the fair value of personal property such as broadcasting and other equipment, the Company utilized a combination of the cost approach and market approach. The Company recognized the contributory value associated with the necessary installation, engineering, and set-up costs related to the installed component of equipment by using the cost approach. The market approach was used for assets where a viable, transparent secondary market existed, such as motor vehicle assets. To estimate the fair value of real property, the Company considered the cost approach and sales comparison approach. Buildings were primarily valued using the cost approach, under which the Company developed a replacement cost new for the improvements and applied deductions for physical depreciation based on the age of the assets. Land was valued under the sales comparison approach, whereby the Company researched transactions involving comparable parcels to provide an indication of the fair value of the various subject parcels. 13. The Company recorded an adjustment to intangible assets of $147.9 million as follows (dollars in thousands): Successor Company Predecessor Company Difference Broadcast licenses $ 918,500 $ 1,203,809 $ (285,309 ) Other intangible assets 212,458 75,056 137,402 Total $ 1,130,958 $ 1,278,865 $ (147,907 ) The fair values of broadcasting licenses and other intangible assets were determined as follows: a. Broadcast licenses ( $918.5 million as of June 4, 2018): The fair value of broadcast licenses was determined using the Greenfield approach, a derivation of the income approach that isolates the income that is properly attributable to the license alone. It is based upon modeling a hypothetical "Greenfield" build-up to a normalized enterprise that, by design, lacks inherent goodwill and has other assets that have essentially been paid for or added as part of the build-up process. b. Other intangible assets ( $212.5 million as of June 4, 2018): i. Broadcasting, affiliate and producer relationships ( $162.0 million as of June 4, 2018): The customer relationship intangibles including broadcasting and affiliate and producer relationships were valued utilizing the excess earning method, a derivation of the income approach that considers cash flows related to the customers after accounting for a fair return to the other supporting assets of the business. ii. Trademarks and trade names ( $21.2 million as of June 4, 2018): In estimating the fair value of trademarks and trade names, management used the relief from royalty method, a derivation of the income approach, for analyzing the trade names. iii. Tower income contracts ( $15.1 million as of June 4, 2018): The fair value of these were determined utilizing a discounted cash flow analysis. iv. Advertiser backlog ( $12.0 million as of June 4, 2018): The fair value of advertiser backlog was analyzed using the multi-period excess earning method. Estimated duration of advertiser backlog as of the Effective Date was used as a point of recognition for net sales attributable to that backlog. v. Leasehold intangible asset, net ( $2.2 million as of June 4, 2018): The fair value of leasehold interests was determined utilizing a discounted cash flow analysis, wherein leases for real property were assessed for favorable or unfavorable contract rental rates. 14. Reflects the elimination of the Predecessor goodwill balance of $135.2 million . 15. Reflects the elimination of the carrying value of short-term deferred rent to adjust accounts payable and accrued expenses to estimated fair value. 16. Represents the fair value adjustment of the Term Loan including the elimination of debt issuance costs of $18.0 million incurred prior to and upon emergence from bankruptcy. The fair value of debt is comprised of $13.0 million of short-term debt and $1,287.0 million of long-term debt. The fair value of the Term Loan was determined based on a market approach utilizing market yields and was estimated to be 100% of par value. 17. Represents the increase of a liability related to a failed sale leaseback transaction and elimination of the carrying value of long-term deferred rent in accordance with fresh start reporting to adjust net book value to estimated fair value. 18. Reflects the impact of fresh start adjustments on deferred taxes. 19. Reflects the cumulative impact of the fresh start accounting adjustments discussed above on accumulated deficit as follows (dollars in thousands): Property and equipment fair value adjustment $ 121,732 Intangible assets fair value adjustment (147,907 ) Goodwill adjustment (135,214 ) Term Loan fair value adjustment (18,017 ) Other assets and liabilities fair value adjustments 115 Net loss on fresh start adjustments $ (179,291 ) Tax impact on fresh start adjustments 10,642 Net impact on retained earnings $ (168,649 ) Reorganization Items, Net Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Consolidated Statement of Operations as follows (dollars in thousands): Period from January 1, 2018 through June 3, 2018 Gain on settlement of liabilities subject to compromise (a) $ 726,831 Fresh start adjustments (b) (179,291 ) Professional fees (c) (54,386 ) Non-cash claims adjustments (d) (15,364 ) Rejected executory contracts (e) (5,976 ) Other (f) (5,613 ) Reorganization items, net $ 466,201 (a) Liabilities subject to compromise have been, or will be settled in accordance with the Plan. (b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting. (c) Legal, financial advisory and other professional costs directly associated with the reorganization process. (d) The carrying amount of certain claims were adjusted to the estimated value of the claim that will be allowed by the Bankruptcy Court. (e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts. (f) Federal Communications Commission filing and U.S. Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies. As of December 31, 2018, total cash paid by the Predecessor Company related to Reorganization items, net was $57.8 million . |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions and Dispositions [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions Entercom Asset Exchange On May 9, 2019, the Company completed its previously announced swap agreement with Entercom ("Entercom Swap"). In connection with the agreement, the Company received WNTR-FM, WXNT- AM, and WZPL-FM in Indianapolis, IN and Entercom received WNSH-FM (New York, NY) and WMAS-FM and WHLL-AM (both in Springfield, MA). During the third quarter of 2019, the Company completed the accounting for the Entercom Swap. The table below summarizes the purchase price allocation for the Entercom Swap (dollars in thousands): Assets Acquired Broadcast licenses $ 20,790 Property and equipment, net 1,711 Total assets acquired $ 22,501 Assets Disposed Broadcast licenses $ (23,565 ) Property and equipment, net (703 ) Other intangibles (395 ) Total assets disposed $ (24,663 ) The Company recognized a loss on the exchange in the amount of $2.2 million , which is included in the (Gain) Loss on Sale or Disposal of Assets or Stations financial statement line item of the Company's Consolidated Statement of Operations for the year ended December 31, 2019 . Connoisseur Media Asset Exchange On June 26, 2019, the Company completed its previously announced swap agreement with Connoisseur Media (the "Connoisseur Swap"). In connection with the agreement, the Company received WODE-FM, WWYY-FM, WEEX-AM and WTKZ-AM in and around Allentown, PA and Connoisseur Media received WEBE-FM in Westport, CT, and WICC-AM in Bridgeport, CT. The carrying amount of the assets transferred to Connoisseur Media as part of the Connoisseur Swap was approximately $3.7 million . During the third quarter of 2019, the Company completed the accounting for the Connoisseur Swap. No gain or loss was recognized on the Connoisseur Swap for the year ended December 31, 2019 , because the fair value of assets acquired in the Connoisseur Swap was approximately equal to the carrying amount of the assets transferred. Educational Media Foundation Sale On May 31, 2019, the Company completed its previously announced sale of six radio stations, WYAY-FM (Atlanta, GA), WPLJ-FM (New York, NY), KFFG-FM (San Francisco, CA), WZAT-FM (Savannah, GA), WXTL-FM (Syracuse, NY), and WRQX-FM (Washington, DC) to Educational Media Foundation for $103.5 million in cash (the "EMF Sale"). The Company recorded a gain of $47.6 million on the sale which is included in the (Gain) Loss on Sale or Disposal of Assets or Stations financial statement line item of the Company's Consolidated Statements of Operations for the year ended December 31, 2019 . Meruelo Media Sale On July 15, 2019, the Company completed its previously announced sale of KLOS-FM in Los Angeles, CA to Meruelo Media for $43.0 million in cash (the "KLOS Sale"). Prior to the completion of the sale, Meruelo Media began programming KLOS-FM under a Local Marketing Agreement on April 16, 2019. The Company recorded a gain of $10.5 million on the sale which is included in the (Gain) Loss on Sale or Disposal of Assets or Stations financial statement line item of the Company's Consolidated Statements of Operations for the year ended December 31, 2019 . Merlin Media, LLC LMA In the first quarter of 2018, the Company and Merlin Media, LLC ("Merlin") amended their LMA under which the Company programmed two FM radio stations owned by Merlin. The Company ceased programming one of the stations ("WLUP") on March 9, 2018, but continued to program the other FM station ("WKQX") under the amended LMA. On April 3, 2018, the Company entered into an asset purchase agreement with Merlin, pursuant to which it agreed to purchase WKQX and certain intellectual property for $18.0 million in cash. On April 10, 2018, the Court approved the purchase and the Company made a payment in escrow of $4.75 million . On June 15, 2018, the Company closed on the purchase of WKQX. The table below summarizes the purchase price allocation among the tangible and intangible assets acquired in the WKQX purchase (dollars in thousands): Allocation Amount FCC licenses $ 17,476 Property and equipment 524 Total purchase price $ 18,000 |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following table presents revenues disaggregated by revenue source (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Advertising revenues $ 1,096,705 $ 674,069 $ 445,019 Non-advertising revenues 16,740 12,367 8,905 Total Revenue $ 1,113,445 $ 686,436 $ 453,924 Advertising Revenues Substantially all of the Company's revenues are from advertising, primarily generated through (i) the sale of broadcast radio advertising time and advertising and promotional opportunities across digital audio networks to local, regional, national and network advertisers and (ii) remote/event revenue. The Company considers each advertising element a separate contract, and thus a separate performance obligation, as a result of both the customer's and the Company's respective ability to stop transferring promised goods or services during the contract term without notice or penalty. Thus, revenue associated with these contracts is recognized at the time advertising or other services, for example hosting an event, is delivered. The Company's payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. The Company records deferred revenues when cash payments including amounts which are refundable are received in advance of performance. Non-Advertising Revenues Non-advertising revenue does not constitute a material portion of the Company's revenue and primarily consists of licensing content, and to a lesser degree, tower rental agreements, satellite rental income and sublease income. Tower rental agreements typically range from one to five years with renewal clauses. Such agreements generally contain a stated recurring monthly amount due, which is recognized upon delivery of services or passage of time. These agreements generally contain a single performance obligation. Variable Consideration Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration. The Company estimates these amounts based on the expected amount to be provided to customers and reduces revenue recognized accordingly. The Company has not had, nor does it believe that there will be, significant changes to its estimates of variable consideration. In addition, variable consideration has not historically been material to the Company's financial statements. Customer Options that Provide a Material Right ASC 606 requires the allocation of a portion of a transaction price of a contract to additional goods or services transferred to a customer that are considered to be a separate performance obligation and provide a material right to the customer. To satisfy the requirement of accounting for the material right, the Company considers both the transaction price associated with each advertising spot as well as the timing of revenue recognition for the spots. Customers are often provided bonus spots, which are radio advertising spots, free of charge, explicitly within the contract terms or implicitly agreed upon with the customer consistent with industry standard practices. The Company typically runs these bonus spots concurrent with paid spots. As the delivery and revenue recognition for both paid and bonus spots generally occur within the same period, the difference between the time of delivery and recognition of revenue is insignificant. Principal versus Agent Considerations In those instances in which the Company functions as the principal in a transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where the Company functions solely as an agent or sales representative, the Company's effective commission is presented as revenue on a net basis with no corresponding operating expenses. The Company maintains revenue sharing agreements and inventory representation agreements with various radio companies. For all revenue sharing and inventory representation agreements, the Company performs an analysis in accordance with ASC 606 to determine if the amounts should be recorded on a gross or net basis. The Company continues to record all revenue sharing agreements on a gross basis with the shared revenue amount recorded within Content costs in the Consolidated Statements of Operations and inventory representation agreements on a net basis. Capitalized Costs of Obtaining a Contract The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. For contracts with a customer life of one year or less, commissions are expensed as they are incurred. For new local direct contracts where the new and renewal commission rates are not commensurate, management capitalizes commissions and amortizes the capitalized commissions over the average customer life. These costs are recorded within Selling, general and administrative expenses in our Consolidated Statements of Operations. As of December 31, 2019 and 2018 , the Company recorded an asset of approximately $7.9 million and $6.5 million , respectively, related to the unamortized portion of commission expense on new local direct revenue. Amortization for the Successor Company for the year ended December 31, 2019, the Successor Company period June 4, 2018 through December 31, 2018, and the Predecessor Company period January 1, 2018 through June 3, 2018, was $6.1 million , $1.9 million , and $0.4 million , respectively. No impairment losses have been recognized in the fiscal year ended December 31, 2019, the Successor Company period June 4, 2018 through December 31, 2018, and the Predecessor Company period January 1, 2018 through June 3, 2018. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash As of December 31, 2019 and 2018 , the Company's Consolidated Balance Sheets included approximately $1.9 million and $2.5 million , respectively, in restricted cash. Restricted cash is used primarily to collateralize standby letters of credit for certain leases and insurance policies. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following as of December 31, 2019 and 2018 (dollars in thousands): Estimated Useful Life December 31, 2019 December 31, 2018 Land N/A $ 73,261 $ 79,670 Broadcasting and other equipment 3 to 30 years 92,083 77,812 Computer and capitalized software costs 1 to 3 years 22,859 17,681 Furniture and fixtures 5 years 5,977 5,269 Leasehold improvements 5 years 27,118 25,812 Buildings 9 to 20 years 29,935 28,689 Construction in progress N/A 23,353 15,946 Property and equipment, gross 274,586 250,879 Less: accumulated depreciation (41,652 ) (14,981 ) Property and equipment, net $ 232,934 $ 235,898 Depreciation expense for the Successor Company year ended December 31, 2019 , the Successor Company period June 4, 2018 through December 31, 2018, and the Predecessor Company period January 1, 2018 through June 3, 2018 was $27.1 million , $15.2 million , and $14.2 million , respectively. In connection with the application of fresh start accounting on June 3, 2018, the Company recorded fair value adjustments disclosed in Note 3, "Fresh Start Accounting." Accumulated depreciation was therefore eliminated as of that date. The Company capitalizes certain costs related to software developed or obtained for internal use in accordance with ASC 350-40, Intangibles-Goodwill and Other-Internal Use Software . The Company evaluates these long-lived assets for impairment whenever circumstances arise that indicate the carrying amount of an asset may not be recoverable. As a result of the annual impairment assessment, there was no impairment to capitalized costs related to our internally developed software as of December 31, 2019 . The table presented above does not reflect certain assets in the Company's Washington, DC and New York, NY markets, which have been classified as held for sale in the accompanying Consolidated Balance Sheet as of December 31, 2019 . See below for further discussion regarding assets held for sale. Assets Held for Sale Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. During the year ended December 31, 2015, the Company entered into an agreement to sell certain land in the Company's Washington, DC market to a third party (the "DC Land"). The asset was classified as held for sale in the Consolidated Balance Sheet as of December 31, 2019 and 2018 . On September 18, 2019, the agreement was amended to, among other changes, adjust the purchase price to a total of $75.0 million . The Company recorded a $5.0 million impairment on the DC Land in the third quarter of 2019 to adjust the carrying amount of this asset to fair value. The impairment is included in the Impairment of Assets Held for Sale financial statement line item of the Company's Consolidated Statements of Operations. The sale is subject to various conditions and approvals, including, without limitation, the receipt by the buyer of certain required permits and approvals for its expected use of the land. There can be no assurance that such sale will be completed at the agreed price or at all. On June 27, 2019, the Company announced that it had entered into an agreement to sell WABC-AM in New York, NY to Red Apple Media, Inc. (the "WABC Sale"). The closing of the WABC Sale is subject to various conditions which remain pending. The Company expects the WABC Sale to close within the first half of 2020. In conjunction with our annual impairment test of our FCC licenses, we recorded a $1.2 million impairment charge to adjust the carrying amount of the WABC FCC license to fair value. The impairment is included in the Impairment of Assets Held for Sale financial statement line item of the Company's Consolidated Statements of Operations. See Note 8, "Intangible Assets and Goodwill" for additional discussion related to the results of our annual impairment test. The major categories of these assets held for sale are as follows (dollars in thousands): December 31, 2019 December 31, 2018 WABC Sale DC Land Total DC Land Property and equipment, net $ 7,054 $ 75,000 82,054 $ 80,000 FCC license 4,573 — 4,573 — Other intangibles, net 373 — 373 — Total $ 12,000 $ 75,000 $ 87,000 $ 80,000 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill The carrying amount of goodwill is as follows (dollars in thousands): Total Balance as of January 1, 2018 (Predecessor Company) Goodwill $ 1,582,806 Accumulated impairment losses (1,447,592 ) Balance as of January 1, 2018 (Predecessor Company) $ 135,214 Balance as of June 3, 2018 (Predecessor Company) Goodwill $ 1,582,806 Accumulated impairment losses (1,447,592 ) Balance as of June 3, 2018 (Predecessor Company) $ 135,214 Impact of fresh start accounting (135,214 ) Balance as of June 4, 2018 (Successor Company) $ — Prior to the application of fresh start accounting, goodwill represented the excess of the amount paid to acquire businesses over the fair value of their net assets at the date of the acquisition. The Company eliminated goodwill upon application of fresh start accounting (see Note 3, "Fresh Start Accounting"). The Successor Company had no goodwill as of December 31, 2019 and 2018 . Intangible Assets The Company's intangible assets are as follows (dollars in thousands): Indefinite-Lived Definite-Lived Total Gross Carrying Amount FCC licenses Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of January 1, 2018 (Predecessor Company) $ 1,203,809 $ — $ — $ — $ — $ 82,994 $ 1,286,803 Dispositions — — — — — — — Balance as of June 3, 2018 (Predecessor Company) $ 1,203,809 $ — $ — $ — $ — $ 82,994 $ 1,286,803 Impact of fresh start accounting (285,309 ) 21,200 130,000 32,000 15,000 (68,736 ) (155,845 ) Balance as of June 4, 2018 (Successor Company) $ 918,500 $ 21,200 $ 130,000 $ 32,000 $ 15,000 $ 14,258 $ 1,130,958 Dispositions (324 ) (16 ) — — (17 ) (5 ) (362 ) Acquisitions (See Note 4) 17,476 — — — — — 17,476 Balance as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Accumulated Amortization Balance as of June 3, 2018 (Predecessor Company) $ — $ — $ — $ — $ — $ (7,938 ) $ (7,938 ) Impact of fresh start accounting — — — — — 7,938 7,938 Balance as of June 4, 2018 (Successor Company) $ — $ — $ — $ — $ — $ — $ — Amortization expense — — (6,894 ) (3,733 ) (971 ) (7,287 ) (18,885 ) Balance as of December 31, 2018 (Successor Company) $ — $ — $ (6,894 ) $ (3,733 ) $ (971 ) $ (7,287 ) $ (18,885 ) Net Book Value as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 123,106 $ 28,267 $ 14,012 $ 6,966 $ 1,129,187 Indefinite-Lived Definite-Lived Total Gross Carrying Amount Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Acquisitions (See Note 4) 24,111 — — — — — 24,111 Dispositions (107,973 ) (1,065 ) — — (1,065 ) (710 ) (110,813 ) Assets held for sale (See Note 7) (5,737 ) (198 ) — — (197 ) (132 ) (6,264 ) Impairment charges (15,563 ) — — — — — (15,563 ) Other (a) — — — — — (2,220 ) (2,220 ) Balance as of December 31, 2019 (Successor Company) $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Accumulated Amortization Balance as of December 31, 2018 (Successor Company) $ — $ — $ (6,894 ) $ (3,733 ) $ (971 ) $ (7,287 ) $ (18,885 ) Amortization Expense — — (11,818 ) (6,400 ) (1,558 ) (4,881 ) (24,657 ) Dispositions — — 115 691 806 Other (a) — — — — — 286 286 Balance as of December 31, 2019 (Successor Company) $ — $ — $ (18,712 ) $ (10,133 ) $ (2,414 ) $ (11,191 ) $ (42,450 ) Net Book Value as of December 31, 2019 (Successor Company) $ 830,490 $ 19,921 $ 111,288 $ 21,867 $ 11,307 $ — $ 994,873 (a) Reclassification of leasehold intangibles to right of use assets related to the adoption of ASC 842. In connection with the Company's adoption of fresh start accounting on the Effective Date, intangible assets and related accumulated amortization of the Predecessor Company were eliminated. Intangible assets of the Successor Company were identified and valued at their fair value, as determined by management with the assistance of valuation specialists. The Company recorded an adjustment of $147.9 million to reflect the above changes as of the Effective Date (See Note 3, "Fresh Start Accounting"). Total amortization expense related to the Company's definite-lived intangible assets was $24.6 million, $18.8 million and $7.9 million , for the Successor Company year ended December 31, 2019 , Successor Company period June 4, 2018 through December 31, 2018, and the Predecessor Company period January 1, 2018 through June 3, 2018, respectively. As of December 31, 2019 , future amortization expense related to the Company's definite-lived intangible assets was estimated as follows (dollars in thousands): 2020 $ 19,743 2021 19,743 2022 19,743 2023 16,009 2024 13,343 Thereafter 55,881 Total definite-lived intangibles, net $ 144,462 Impairment Testing The Company performs annual impairment testing of its indefinite-lived intangible assets as of December 31 of each year and on an interim basis if events or circumstances indicate that its indefinite-lived intangible assets may be impaired. At the time of each impairment test, if the fair value of the indefinite-lived intangible is less than its carrying amount, an impairment charge is recorded to our results of operations. As a result of our annual impairment tests of our trademarks, there was no impairment in 2019 or 2018. The results of our FCC license impairment testing are discussed below. The Company reviews the carrying amount of its definite-lived intangible assets, primarily affiliate and producer relationships, for recoverability prior to its annual impairment test of its indefinite-lived intangible assets and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Impairment Testing of FCC Licenses A valuation analysis is conducted each year as of December 31 to test the Company's FCC licenses for impairment. The Company determined that its geographic markets are the appropriate unit of accounting for FCC license impairment testing and therefore the Company has combined its FCC licenses within each geographic market cluster into a single unit of accounting for impairment testing purposes. In order to determine the fair value of our FCC licenses, we utilized the income approach, specifically the Greenfield Method. This approach values a license by calculating the value of a hypothetical start-up company that initially has no assets except the asset to be valued (the license). The estimated fair values of our FCC licenses represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the Company and willing market participants at the measurement date. The estimated fair value also assumes the highest and best use of the asset by a market participant, and that the use of the asset is physically possible, legally permissible and financially feasible. In estimating the value of the licenses, we began with market revenue projections based on third-party radio industry data. Next, we estimated the percentage of the market's total revenue, or market share, that market participants could reasonably expect an average start-up station to attain, as well as the duration (in years) required to reach the average market share. The estimated average market share was computed based on market share data, by station type (i.e., AM and FM) and signal strength. Below are the key assumptions used in our annual impairment assessments: December 31, 2019 December 31, 2018 Discount rate 8.0 % 9.0 % Long-term revenue growth rate (0.75 )% (0.75 )% Mature operating profit margin for average stations in the markets where the Company operates 20% – 30% 26% – 28% As a result of the impairment test as of December 31, 2019 , there was a $16.7 million impairment charge primarily related to a decrease in revenue projections for one of our markets. Of the total impairment charge, $15.6 million is recorded within Impairment of Intangible Assets and the remainder is recorded within Impairment of Assets Held for Sale within our Consolidated Statements of Operations. There was no impairment as of December 31, 2018. As of December 31, 2019 , the carrying amount (after the impact of impairment,) of our FCC licenses was $830.5 million and the FCC license fair value of five of the Company's 87 geographical markets exceeded the respective carrying amount by less than 10%. The aggregate carrying amount of the licenses relating to these markets was $52.6 million . If the macroeconomic conditions of the radio industry or the underlying material assumptions are less favorable than those projected by the Company or if a triggering event occurs or circumstance change that would more likely than not reduce the fair value of FCC licenses below the amounts reflected in the Consolidated Balance Sheets, the Company may be required to recognize additional impairment charges in future periods. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of December 31, 2019 and 2018 (dollars in thousands): December 31, 2019 December 31, 2018 Accrued employee costs $ 26,417 $ 23,599 Accrued third party content costs 31,006 28,963 Accounts payable 861 11,695 Accrued other 39,243 37,063 Total accounts payable and accrued expenses $ 97,527 $ 101,320 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company's long-term debt consisted of the following as of December 31, 2019 and December 31, 2018 (dollars in thousands): December 31, 2019 December 31, 2018 Term Loan due 2022 $ — $ 1,243,299 Less: current portion of Term Loan due 2022 — (13,000 ) Term Loan due 2026 523,688 — Less: current portion of Term Loan due 2026 (5,250 ) — 6.75% Senior Notes 500,000 — Less: current portion of 6.75% Senior Notes — — Less: Total unamortized debt issuance costs $ (11,945 ) — Total long-term debt, net, excluding current maturities $ 1,006,493 $ 1,230,299 Future maturities of the Term Loan due 2026 and 6.75% Senior Notes (dollars in thousands): 2020 $ 5,250 2021 5,250 2022 5,250 2023 5,250 2024 5,250 Thereafter 997,438 Total $ 1,023,688 Credit Agreement (Term Loan due 2022) On the Effective Date pursuant to the terms of the Plan, Cumulus Media New Holdings Inc., a Delaware corporation ("Holdings") and an indirectly wholly-owned subsidiary of the Company, and certain of the Company's other subsidiaries, entered into a new credit agreement (the "Credit Agreement") with Wilmington Trust, National Association, as Administrative Agent and the other banks and financial institutions party thereto as Lenders (as defined therein), which replaced the Amended and Restated Credit Agreement, dated as of December 23, 2013, by and among Cumulus Media Inc., Cumulus Media Holdings Inc., as borrower, the lender parties thereto, the administrative agent thereto, the co-syndication agents thereto, and the co-documentation agents thereto (the "Canceled Credit Agreement"), pursuant to which Old Cumulus had borrowed the Predecessor Term Loan. Pursuant to the Credit Agreement, the lenders party thereto were deemed to have provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $1.3 billion senior secured Term Loan (the "Term Loan due 2022"). Amounts outstanding under the Credit Agreement bore interest at a per annum rate equal to (i) the London Inter-bank Offered Rate ("LIBOR") plus an applicable margin of 4.50% , subject to a LIBOR floor of 1.00% , or (ii) the Alternative Base Rate (as defined below) plus an applicable margin of 3.50% , subject to an Alternative Base Rate floor of 2.00% . The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0% , (ii) the rate identified as the "Prime Rate" and normally published in the Money Rates section of the Wall Street Journal, and (iii) one-month LIBOR plus 1.0% . On October 11, 2018, the Company purchased $50.2 million of face value of the Term Loan due 2022 for $50.0 million , a discount to par value of 0.40% . On March 18, 2019, the Company purchased $25.4 million of face value of the Term Loan due 2022 for $25.0 million , a discount to par value of 1.50% . These transactions were funded with cash from operations. On June 5, 2019, with the proceeds from the EMF Sale (see Note 4, "Acquisitions and Dispositions") and cash on hand, the Company made a $115.0 million voluntary prepayment at par on the Term Loan due 2022. On June 26, 2019, the Company used the net proceeds from the issuance of the 6.75% Senior Notes (see below) to make a $492.7 million voluntary prepayment at par on the Term Loan due 2022. On July 22, 2019, with the proceeds from the KLOS Sale (see Note 4, "Acquisitions and Dispositions") and cash on hand, the Company made a $50.0 million voluntary prepayment at par on the Term Loan due 2022. On September 26, 2019, the Company made a $28.7 million voluntary prepayment at par on the Term Loan due 2022 in conjunction with the refinancing of the Credit Agreement (see below). Refinanced Credit Agreement (Term Loan due 2026) On September 26, 2019, the Company entered into a new credit agreement by and among Holdings, certain other subsidiaries of the Company, Bank of America, N.A., as Administrative Agent, and the other banks and financial institutions party thereto as Lenders (the "Refinanced Credit Agreement"). Pursuant to the Refinanced Credit Agreement, the lenders party thereto provided Holdings and its subsidiaries that are party thereto as co-borrowers with a $525.0 million senior secured Term Loan (the "Term Loan due 2026"), which was used to refinance all of the remaining Term Loan due 2022. Amounts outstanding under the Refinanced Credit Agreement bear interest at a per annum rate equal to (i) the London Inter-bank Offered Rate ("LIBOR") plus an applicable margin of 3.75% , subject to a LIBOR floor of 1.00% , or (ii) the Alternative Base Rate (as defined below) plus an applicable margin of 2.75% , subject to an Alternative Base Rate floor of 2.00% . The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1.0%, (ii) the rate identified by Bank of America, N.A. as its "Prime Rate" and (iii) one-month LIBOR plus 1.0% . As of December 31, 2019, the Term Loan due 2026 bore interest at a rate of 5.55% per annum. Amounts outstanding under the Term Loan due 2026 amortize in equal quarterly installments of 0.25% of the original principal amount of the Term Loan due 2026 with the balance payable on the maturity date. The maturity date of the Term Loan due 2026 is March 26, 2026. The Refinanced Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Refinanced Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to comply with (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Refinanced Credit Agreement). Upon the occurrence of an event of default, the Administrative Agent (as defined in the Refinanced Credit Agreement) may, with the consent of, or upon the request of the required lenders, accelerate the Term Loan due 2026 and exercise any of its rights as a secured party under the Refinanced Credit Agreement and the ancillary loan documents provided, that in the case of certain bankruptcy or insolvency events with respect to a borrower, the Term Loan due 2026 will automatically accelerate. The Refinanced Credit Agreement does not contain any financial maintenance covenants. The Refinanced Credit Agreement provides that Holdings will be permitted to enter into either a revolving credit facility or receivables facility, subject to certain conditions (see below). The borrowers may elect, at their option, to prepay amounts outstanding under the Refinanced Credit Agreement without premium or penalty, except in a refinancing or repricing transaction prior to March 26, 2020, where the borrower would be required to pay a 1% premium. The borrowers may be required to make mandatory prepayments of the Term Loan due 2026 upon the occurrence of specified events as set forth in the Refinanced Credit Agreement, including upon the sale of certain assets and from Excess Cash Flow (as defined in the Refinanced Credit Agreement). Amounts outstanding under the Refinanced Credit Agreement are guaranteed by Cumulus Media Intermediate Inc. ("Intermediate Holdings"), which is a subsidiary of the Company, and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Refinanced Credit Agreement (the "Guarantors") and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the Refinanced Credit Agreement as borrowers, and the Guarantors. The issuance of the Term Loan due 2026 and repayment of the Term Loan due 2022 were evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments - Derecognition , to determine whether the refinancing transaction should be accounted for as a debt modification or extinguishment of the Term Loan due 2022. Each lender involved in the refinancing transaction was analyzed to determine if its participation was a debt modification or an extinguishment. Debt issuance costs for exiting lenders who chose not to participate in the Term Loan due 2026 were accounted for as extinguishments. Debt discounts and costs incurred with third parties for the issuance of the Term Loan due 2026 totaling $3.6 million for new lenders were capitalized and amortized over the term of the Term Loan due 2026. An additional $1.5 million of debt discount for the issuance of the Term Loan due 2026 was capitalized for continuing lenders deemed to be modified. These capitalized fees associated with new and continuing lenders are presented as cash flows from financing activities on the Consolidated Statements of Cash Flows. Costs incurred with third-parties for the issuance of the Term Loan due 2026 of $3.5 million related to modification for continuing lenders were expensed and included in Interest Expense in the Consolidated Statements of Operations. As of December 31, 2019, we were in compliance with all required covenants under the Refinanced Credit Agreement. Revolving Credit Agreement On August 17, 2018, Holdings entered into a $50.0 million revolving credit facility (the "Revolving Credit Facility") pursuant to a credit agreement (the "Revolving Credit Agreement"), dated as of August 17, 2018, with certain subsidiaries of Holdings as borrowers, Intermediate Holdings as a guarantor, certain lenders, and Deutsche Bank AG New York Branch as a lender and Administrative Agent. The Revolving Credit Facility matures on August 17, 2023. Availability under the Revolving Credit Facility is tied to a borrowing base that equals 85% of the accounts receivable of the borrowers and the guarantors, subject to customary reserves and eligibility criteria and reduced by outstanding letters of credit. Under the Revolving Credit Facility, up to $10.0 million of availability may be drawn in the form of letters of credit. Borrowings under the Revolving Credit Facility bear interest, at the option of Holdings, based on (i) LIBOR plus a percentage spread (ranging from 1.25% to 1.75% ) based on the average daily excess availability under the Revolving Credit Facility or (ii) the Alternative Base Rate (as defined below) plus a percentage spread (ranging from 0.25% to 0.75% ) based on the average daily excess availability under the Revolving Credit Facility. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the federal funds rate plus 1/2 of 1.0% , (ii) the rate identified as the "Prime Rate" and normally published in the Money Rates section of the Wall Street Journal, and (iii) one-month LIBOR plus 1.0% . In addition, the unused portion of the Revolving Credit Facility will be subject to a commitment fee ranging from 0.250% to 0.375% based on the utilization of the facility. The Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the Revolving Credit Agreement include, among others: (a) the failure to pay when due the obligations owing thereunder; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) certain defaults and accelerations under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against Holdings or any of its subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use, any one or more of, any material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a Change in Control (as defined in the Revolving Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Revolving Credit Agreement and the ancillary loan documents as a secured party. The Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the Revolving Credit Facility is less than the greater of (a) 12.50% of the total commitments thereunder or (b) $5.0 million , the Company must comply with a fixed charge coverage ratio of not less than 1.0 :1.0. Amounts outstanding under the Revolving Credit Agreement are guaranteed by Intermediate Holdings and the present and future wholly-owned subsidiaries of Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the Revolving Credit Agreement (the "Revolver Guarantors") and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the Credit Agreement as borrowers, and the Revolver Guarantors. As of December 31, 2019 and 2018 , $2.9 million and $2.8 million was outstanding in the form of letters of credit under the Revolving Credit Facility, respectively. As of December 31, 2019 , the Company was in compliance with all required covenants under the Revolving Credit Agreement. 6.75% Senior Notes On June 26, 2019, Holdings (the "Issuer"), and certain of the Company's other subsidiaries, entered into an indenture, dated as of June 26, 2019 (the "Indenture") with U.S. Bank National Association, as trustee, governing the terms of the Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the " 6.75% Senior Notes"). The 6.75% Senior Notes were issued on June 26, 2019. The net proceeds from the issuance of the 6.75% Senior Notes were applied to partially repay existing indebtedness under the Term Loan due 2022 (see above). In conjunction with the issuance of the 6.75% Senior Notes, debt issuance costs of $7.3 million were capitalized and are being amortized over the term of the 6.75% Senior Notes. Interest on the 6.75% Senior Notes is payable on January 1 and July 1 of each year, commencing on January 1, 2020. The 6.75% Senior Notes mature on July 1, 2026. The Issuer may redeem some or all of the 6.75% Senior Notes at any time, or from time to time, on or after July 1, 2022, at the following prices: Year Price 2022 103.7500 % 2023 101.6875 % 2024 and thereafter 100.0000 % Prior to July 1, 2022, the Issuer may redeem all or part of the 6.75% Senior Notes upon not less than 30 nor more than 60 days prior notice, at 100% of the principal amount of the 6.75% Senior Notes redeemed plus a "make whole" premium. The 6.75% Senior Notes are fully and unconditionally guaranteed by Intermediate Holdings and the present and future wholly-owned subsidiaries of Holdings (the "Senior Notes Guarantors"), subject to the terms of the Indenture. Other than certain assets secured on a first priority basis under the Revolving Credit Facility (as to which the 6.75% Senior Notes are secured on a second-priority basis), the 6.75% Senior Notes and related guarantees are secured on a first-priority basis pari passu with the Term Loan due 2026 (subject to certain exceptions) by liens on substantially all of the assets of the Issuer and the Senior Notes Guarantors. The Indenture contains representations, covenants and events of default customary for financing transactions of this nature. As of December 31, 2019 , the Issuer was in compliance with all required covenants under the Indenture. A default under the 6.75% Senior Notes could cause a default under the Refinanced Credit Agreement. The 6.75% Senior Notes have not been and will not be registered under the federal securities laws or the securities laws of any state or any other jurisdiction. The Company is not required to register the 6.75% Senior Notes for resale under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction and is not required to exchange the 6.75% Senior Notes for notes registered under the Securities Act or the securities laws of any other jurisdiction and has no present intention to do so. As a result, Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries. Canceled Credit Agreement The Canceled Credit Agreement consisted of a term loan with a stated maturity date in December 2020. Amounts outstanding under the Predecessor Term Loan amortized at a rate of 1.0% per annum of the original principal amount of the Predecessor Term Loan, payable quarterly, with the balance payable on the maturity date. Borrowings under the Predecessor Term Loan bore interest based on the Base Rate (as defined below) or LIBOR, plus 3.25% on LIBOR-based borrowings and 2.25% on Base Rate-based borrowings. LIBOR-based borrowings were subject to a LIBOR floor of 1.0% . Base Rate-based borrowings were subject to a Base Rate floor of 2.0% . Base Rate was defined, for any day, as the rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.5% , (ii) the prime commercial lending rate of JPMorgan Chase Bank, N.A., as established from time to time, and (iii) 30 day LIBOR plus 1.0% . As a result of the filing of the Bankruptcy Petitions, Old Cumulus was required to make adequate protection payments on the Predecessor Term Loan. The amounts of these payments were calculated under the same terms as the interest and at the rates described above. During the pendency of Bankruptcy Petitions, ASC 852 required Old Cumulus to recognize the adequate protection payments as reductions in the principal balance of the Predecessor Term Loan. As a result, Old Cumulus applied adequate protection payments of approximately $37.8 million to the principal balance of the Predecessor Term Loan for the period from January 1, 2018 through June 3, 2018, which in turn, caused interest expense in 2018 to be lower by approximately $37.1 million than it would have been absent the filing of the Bankruptcy Petitions. On the Effective Date, the Predecessor Term Loan was canceled and all liabilities thereunder were discharged. 7.75% Senior Notes On May 13, 2011, Old Cumulus issued the 7.75% Senior Notes. On September 16, 2011, Old Cumulus and one of its subsidiaries entered into a supplemental indenture with the trustee under the indenture governing the 7.75% Senior Notes which provided for, among other things, the (i) assumption by such subsidiary of all obligations of Old Cumulus related to the 7.75% Senior Notes; (ii) substitution of that subsidiary for Old Cumulus as issuer; (iii) release of Old Cumulus from all obligations as original issuer; and (iv) guarantee by Old Cumulus of all of the subsidiary issuer's obligations, in each case under the indenture and the 7.75% Senior Notes. Interest on the 7.75% Senior Notes was payable May 1 and November 1 of each year. The 7.75% Senior Notes were scheduled to mature on May 1, 2019. While under bankruptcy protection, Old Cumulus did not make interest payments or recognize interest expense on the 7.75% Senior Notes. As a result, Old Cumulus's interest expense for the period from January 1, 2018 through June 3, 2018, was approximately $22.1 million lower than it would have been absent the filing of the voluntary petitions for reorganization. On the Effective Date, the 7.75% Senior Notes were canceled and all liabilities thereunder were discharged. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The three levels of the fair value hierarchy to be applied when determining fair value of financial instruments are described below: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access; Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table shows the gross amount and fair value of the Term Loan due 2022, Term Loan due 2026 and the 6.75% Senior Notes (dollars in thousands): December 31, 2019 December 31, 2018 Term Loan due 2022: Gross value $ — $ 1,243,299 Fair value - Level 2 — 1,182,688 Term Loan due 2026: Gross value $ 523,688 $ — Fair value - Level 2 528,684 — 6.75% Senior Notes: Gross value $ 500,000 $ — Fair value - Level 2 533,250 — As of December 31, 2019 , the Company used trading prices from a third party of 100.95% and 106.65% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively. As of December 31, 2018 , the Company used trading prices from a third party of 95.13% to calculate the fair value of the Term Loan 2022. Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis in accordance with applicable authoritative guidance. This includes items such as nonfinancial assets and liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods) and nonfinancial long-lived asset groups measured at fair value for an impairment assessment. In general, nonfinancial assets including intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized. See Note 7, "Property and Equipment" for further discussion. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Successor Common Stock Pursuant to the Company's Charter, the Company is authorized to issue an aggregate of 300,000,000 shares of stock divided into three classes consisting of: (i) 100,000,000 shares of new Class A common stock; (ii) 100,000,000 shares of new Class B common stock; and (iii) 100,000,000 shares of preferred stock. Each share of new Class A common stock is entitled to one vote per share on each matter submitted to a vote of the Company's stockholders. Except as provided below and as otherwise required by the Charter, the Company's bylaws or by applicable law, the holders of new Class A common stock shall vote together as one class on all matters submitted to a vote of stockholders generally (or if any holders of shares of preferred stock are entitled to vote together with the holders of common stock, as a single class with such holders of shares of preferred stock). Holders of new Class B common stock are generally not entitled to vote such shares on matters submitted to a vote of the Company's stockholders. Notwithstanding the foregoing, holders of new Class B common stock are entitled to one vote per share of new Class B common stock, voting as a separate class, on any proposed amendment or modification of any specific rights or obligations that affect holders of new Class B common stock and that do not similarly affect the rights or obligations of the holders of new Class A common stock. In addition, holders of new Class B common stock are entitled to one vote per share of new Class B common stock, voting together with the holders of new Class A common stock, on each of the following matters, if and only if any such matter is submitted to a vote of the stockholders (provided that the Company may take action on any of the following without a vote of the stockholders to the extent permitted by law): a. the retention or dismissal of outside auditors by the Company; b. any dividends or distributions to the stockholders of the Company; c. any material sale of assets, recapitalization, merger, business combination, consolidation, exchange of stock or other similar reorganization involving the Company or any of its subsidiaries; d. the adoption of any new or amended charter; e. other than in connection with any management equity or similar plan adopted by the Board, any authorization or issuance of equity interests, or any security or instrument convertible into or exchangeable for equity interests, in the Company or any of its subsidiaries; and f. the liquidation of the Company or any of its subsidiaries. The Charter and bylaws do not provide for cumulative voting. The holders of a plurality of the shares of new common stock entitled to vote and present in person or represented by proxy at any meeting at which a quorum is present and which is called for the purpose of electing directors will be entitled to elect the directors of the Company. The holders of a majority of the shares of new common stock issued and outstanding and entitled to vote, and present in person or represented by proxy, will constitute a quorum for the transaction of business at all meetings of the stockholders. Subject to the preferences applicable to any preferred stock outstanding at any time, if any, the holders of shares of new common stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock as may be declared thereon by the Board from time to time out of the assets or funds legally available; except that in the case of dividends or other distributions payable on the new Class A common stock or new Class B common stock in shares of such stock, including distributions pursuant to stock splits or dividends, only new Class A common stock will be distributed with respect to new Class A common stock and only new Class B common stock will be distributed with respect to new Class B common stock. In no event will any of the new Class A common stock or new Class B common stock be split, divided or combined unless each other class is proportionately split, divided or combined. As of the date hereof, no shares of preferred stock are outstanding. The Charter provides that the Board may, by resolution, establish one or more classes or series of preferred stock having the number of shares and relative voting rights, designations and other rights, preferences, and limitations as may be fixed by them without further stockholder approval. The holders of any such preferred stock may be entitled to preferences over holders of common stock with respect to dividends, or upon a liquidation, dissolution, or the Company's winding up, in such amounts as are established by the resolutions of the Board approving the issuance of such shares. The new Class B common stock is convertible at any time, or from time to time, at the option of the holders (provided that the prior consent of any governmental authority required to make such conversion lawful shall have been obtained and a determination by the Company has been made that the applicable holder does not have an attributable interest in another entity that would cause the Company to violate applicable law) into new Class A common stock on a share-for-share basis. No holder of new common stock has any preemptive right to subscribe for any shares of the Company's capital stock issuable in the future. If the Company is liquidated (either partially or completely), dissolved or wound up, whether voluntarily or involuntarily, the holders of new common stock shall be entitled to share ratably in the Company's net assets remaining after payment of all liquidation preferences, if any, applicable to any outstanding preferred stock. In connection with the Company's emergence from Chapter 11 and in reliance on the exemption from registration requirements of the Securities Act provided by Section 1145 of the Bankruptcy Code, the Company issued a total of 11,052,211 shares of new Class A common stock and 5,218,209 shares of new Class B common stock. The holders of claims with respect to the Predecessor Term Loan received 83.5% of the new common stock and warrants issued. For further discussion regarding the warrants issued to the holders of claims with respect to the Predecessor Term Loan, see "Successor Stock Purchase Warrants" section below. The holders of unsecured claims, including claims arising from the 7.75% Senior Notes, received, or will receive in the aggregate, 16.5% of the new common stock and warrants issued. During the Successor Company year ended December 31, 2019 and period from June 4, 2018 to December 31, 2018, certain holders of new Class B common stock elected to exchange 1,636,791 and 1,692,849 shares respectively, of new Class B common stock for an equal number of shares of new Class A common stock. Successor Stock Purchase Warrants On the Effective Date, the Company entered into a warrant agreement (the "Warrant Agreement") with Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent. In accordance with the Plan and pursuant to the Warrant Agreement, on the Effective Date, the Company (i) issued 3,016,853 Series 1 warrants to purchase shares of new Class A common stock or new Class B common stock, on a one -for-one basis with an exercise price of $0.0000001 per share, to certain claimants with claims against the Predecessor Company and (ii) issued or will issue 712,736 Series 2 warrants to purchase shares of new Class A common stock or new Class B common stock on a one -for- one basis with an exercise price of $0.0000001 per share, to other claimants. The Warrants expire on June 4, 2038. The number of shares of new common stock for which a Warrant is exercisable is subject to adjustment from time to time upon the occurrence of specified events, including: (1) the subdivision or combination of the new common stock into a greater or lesser number of shares (2) upon a reclassification or recapitalization of the Company in which holders of new common stock are entitled to receive cash, stock or securities in exchange for new common stock and (3) a Change of Control (as defined in the Warrant Agreement). The Communications Act of 1934, as amended (the "Communications Act") restricts the Company from having more than 25% of its capital stock owned or voted by non-U.S. persons, foreign governments or non-U.S. corporations. The Company applied for a declaratory ruling from the FCC to increase the level of foreign ownership of the Company greater than that permitted under the Communications Act. Pursuant to the Warrant Agreement, upon receipt of the declaratory ruling from the FCC, the Company is required to exchange new common stock for outstanding Warrants to the extent permitted by the declaratory ruling, subject to proration among the holders of Warrants as set forth therein. If the declaratory ruling will not allow the Company to exchange new common stock for all of the outstanding Warrants, then, in addition to proration among holders, all remaining Series 2 warrants will be mandatorily exchanged for Series 1 warrants. Predecessor Common Stock The Predecessor Company was authorized to issue an aggregate of 268,830,609 shares of stock divided into four classes consisting of: i. 93,750,000 shares designated as Class A common stock; ii. 75,000,000 shares designated as Class B common stock; iii. 80,609 shares designated as Class C common stock, and iv. 100,000,000 shares of preferred stock. In accordance with the Plan, each share of old common stock outstanding prior to the Effective Date, including all options, warrants or other rights, including rights issued under the Rights Agreement, to purchase such old common stock, were extinguished, canceled and discharged, and each such share, option or warrant has no further force or effect. Furthermore, all of Old Cumulus's equity award agreements under prior incentive plans, and the awards granted pursuant thereto, were extinguished, canceled and discharged and have no further force or effect. Predecessor Warrants 2009 Warrants In June 2009, in connection with the execution of an amendment to Old Cumulus's then-existing credit agreement, the Predecessor Company issued warrants to the lenders thereunder that allowed them to acquire up to 156,250 shares of old Class A common stock at an exercise price of $1.17 per share (the "2009 Warrants"). None of the 2009 warrants were converted during the period from January 1, 2018 to June 3, 2018, and as of June 3, 2018 there were 40,057 of the 2009 Warrants outstanding. The Predecessor 2009 Warrants were canceled in their entirety as of the Effective Date. Citadel Warrants As a component of Old Cumulus's September 16, 2011 acquisition of Citadel Broadcasting Corporation (the "Citadel Merger") and the related financing transactions, the Predecessor Company issued warrants to purchase an aggregate of 9.0 million shares of old Class A common stock (the "Citadel Warrants") under a warrant agreement dated September 16, 2011. The Citadel Warrants were exercisable at any time prior to June 3, 2030 at an exercise price of $0.01 per share with each Citadel warrant providing the right to purchase one share. As of June 3, 2018, 31,955 Citadel Warrants remained outstanding. The Citadel Warrants were canceled in their entirety as of the Effective Date. Crestview Warrants Also, on September 16, 2011, but pursuant to a separate warrant agreement, Old Cumulus issued warrants to purchase 1.0 million shares of Class A common stock with an exercise price, as adjusted, of $34.56 per share (the "Crestview Warrants"). As of June 3, 2018, all 1.0 million Crestview Warrants remained outstanding. The Crestview Warrants were canceled in their entirety as of the Effective Date. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Successor Share-Based Compensation In accordance with the Plan and pursuant to the approval of the Board, the Long-Term Incentive Plan (the "Incentive Plan") became effective as of the Effective Date. The Incentive Plan is intended to, among other things, help attract, motivate and retain key employees and directors and to reward them for making major contributions to the success of the Company. The Incentive Plan permits awards to be made to employees, directors, or consultants of the Company or an affiliate of the Company. Unless otherwise determined by the Board, the Board's compensation committee will administer the Incentive Plan. The Incentive Plan generally provides for the following types of awards: • stock options (including incentive options and nonstatutory options); • restricted stock; • stock appreciation rights; • dividend equivalents; • other stock-based awards; • performance awards; and • cash awards. The aggregate number of shares of new Class A common stock that were reserved for issuance pursuant to the Incentive Plan was 2,222,223 on a fully diluted basis. Awards can be made under the Incentive Plan for a period of ten years from June 4, 2018, subject to the right of the stockholders and the Board to terminate the Incentive Plan at any time. On or about the Effective Date and pursuant to the Plan, the Company granted 562,217 restricted stock units ("RSUs") and 562,217 stock options ("Options") under the Incentive Plan and the terms of the relevant restricted stock unit agreements (the "Restricted Stock Unit Agreements") and stock option agreements (the "Option Agreements"), as applicable, to certain employees, including its executive officers (collectively, "Management"), representing an aggregate of 1,124,434 shares of new Class A common stock. The Company granted Management an additional 200,600 RSUs and 10,000 RSUs on February 1, 2019, and May 1, 2019, respectively. In addition, on or about the Effective Date and pursuant to the Plan, the Company granted each non-employee director 37,814 RSUs and 18,907 Options under the Incentive Plan and the terms of the relevant Restricted Stock Unit Agreements and Option Agreements, as applicable, representing an aggregate of 56,721 shares of new Class A common stock. On April 30, 2019, the Company granted an additional 37,555 RSUs to its non-employee directors. If an employee's employment is terminated by the Company or its subsidiaries without cause, by the employee for good reason (each, as defined in the award agreement) or by reason of death or disability (as defined in the award agreement), such employee will become vested in an additional tranche of the unvested awards as if the employee's employment continued for one additional year following the qualifying termination date; provided, that with respect to the Chief Executive Officer and Chief Financial Officer, (i) an amount equal to 50% of the unvested components of the awards will accelerate and vest ( 75% if such termination occurs on or before the first (1st) anniversary of the Effective Date) and (ii) vested Options will remain outstanding until the expiration date of such Option. If an employee's employment is terminated by the Company or its subsidiaries without cause or by the employee for good reason, in either instance at any time within the three month period immediately preceding, or the twelve month period immediately following, a change in control (as defined in the award agreement), such employee will become vested in all unvested awards. We expect to issue common shares held as either treasury stock or issue new shares upon the exercise of stock options or once shares vest pursuant to restricted stock units. Shares available for grant as of December 31, 2019 and the activity during the year ended December 31, 2019 are as follows: Total Balance as of December 31, 2018 1,041,068 Restricted stock units granted (1) (248,155 ) Options granted — Options forfeited 23,826 Options expired — Restricted stock units forfeited (1) 12,352 Balance as of December 31, 2019 829,091 (1) Includes time-based and performance-based RSUs Stock Options The Options granted to Management, which have a five year contractual term, will vest 30% on or about each of the first two anniversaries of the issuance date, and 20% will vest on or about each of the third and fourth anniversaries of the issuance date. The vesting of each of the awards to Management is also subject to, among other things, each employee's continued employment with the Company. The Options granted to each non-employee director, which have a five year contractual term, vest in four equal installments on the last day of each calendar quarter, commencing in the quarter in which the award is granted. The vesting of each of the non-employee director awards are also subject to, among other things, each non-employee director's continued role as a director with the Company. Upon a change in control, all unvested non-employee director awards will fully vest. The following table summarizes changes in outstanding stock options during the twelve months ended December 31, 2019 , as well as stock options that are vested and expected to vest and stock options exercisable as of December 31, 2019 : Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (2) Outstanding as of December 31, 2018 581,124 $ 25.47 4.4 $ — Granted — — — Exercised — — — Forfeited (23,826 ) $ 25.70 — Expired — — — Outstanding as of December 31, 2019 557,298 $ 25.46 3.4 $ — Exercisable as of December 31, 2019 180,424 $ 24.97 Vested and expected to vest as of December 31, 2019 557,298 $ 25.46 3.4 $ — (2) Amounts represent the difference between the exercise price and the fair value of common stock at each year end for all the "in-the-money" options outstanding based on the fair value per share of common stock as of each respective fiscal year end. The following table summarizes changes in outstanding options and the related weighted-average exercise price per share for the period from June 4, 2018 to December 31, 2018: Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Outstanding as of June 4, 2018 — $ — Granted 581,124 25.47 Exercised — — Forfeited — — Expired — — Outstanding as of December 31, 2018 581,124 $ 25.47 Exercisable as of December 31, 2018 14,180 $ 18.75 Vested and expected to vest as of December 31, 2018 581,124 $ 25.47 The per-share fair value of each stock option with service conditions only granted on or about the Effective Date was determined on the grant date using the Black-Scholes option pricing model with the following assumptions: Period from June 4, 2018 through December 31, 2018 Expected term (in years) 5.0 Risk-free interest rate 2.44 % Expected volatility 75 % Expected dividend yield 0 % The expected term of stock options granted represents the weighted average period that the stock options are expected to remain outstanding. We determined the expected term assumption based on estimates of the expected post-vesting holding period by employees. Expected volatility is based on the historical volatility of comparable guideline companies over the expected term of the award. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. We currently have no history or expectation of paying cash dividends on our common stock. As of December 31, 2019 , there was $2.2 million of unrecognized compensation cost related to unvested stock options with a weighted-average recognition period of 2.42 years . RSUs For restricted stock awards with service conditions only, we utilize the intrinsic value method to determine the fair value. For restricted stock awards with performance conditions, we evaluate the probability of vesting of the awards in each reporting period and adjust compensation expense based on this assessment. The following table summarizes the activities for our RSUs for the year ended December 31, 2019 and the period June 4, 2018 through December 31, 2018 and the related weighted-average grant date fair value: Number of RSUs Weighted-Average Grant Date Fair Value Nonvested as of June 4, 2018 — $ — Granted 600,031 15.00 Vested (122,063 ) 15.00 Forfeited — — Nonvested as of December 31, 2018 477,968 $ 15.00 Granted 248,155 14.16 Vested (239,053 ) 15.22 Forfeited (12,352 ) 14.84 Nonvested as of December 31, 2019 474,718 $ 14.46 Expected to vest as of December 31, 2019 474,718 $ 14.46 The total fair value of RSUs that vested during the twelve months ended December 31, 2019 and the period from June 4, 2018 through December 31, 2018 was $4.0 million and $1.4 million , respectively, based on the weighted-average fair value on the vesting date, and $3.6 million and $1.8 million , respectively, based on the weighted-average fair value on the date of grant. As of December 31, 2019 , there was $5.5 million of unrecognized compensation cost related to unvested RSUs with a weighted-average recognition period of 1.86 years . Stock-based compensation expense The total stock-based compensation expense included in "Corporate expenses" in the accompanying Consolidated Statements of Operations for the year ended December 31, 2019 , and period from June 4, 2018 through December 31, 2018 was as follows (dollars in thousands): Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Stock option grants $ 1,326 $ 853 Restricted stock unit grants 3,975 2,551 Total expense $ 5,301 $ 3,404 The associated tax benefits related to these stock-based compensation awards for the year ended December 31, 2019 , and period from June 4, 2018 through December 31, 2018 was $1.4 million and $0.9 million , respectively. The Company made an accounting policy election to recognize forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. Predecessor Stock-Based Compensation Upon adopting ASC 718 for awards with service conditions, the Predecessor Company made an election to recognize stock-based compensation expense on a straight-line basis over the requisite service period for the entire award. In addition, the Predecessor Company made an accounting policy election to recognize forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. For stock options with service conditions only, the Company utilized the Black-Scholes option pricing model to estimate the fair value of options issued. The fair value of stock options was determined by the Company's stock price, historical stock price volatility, the expected term of the awards, risk-free interest rates and expected dividends. If other assumptions were used, the resulting fair value could have differed. For restricted stock awards, the Company utilized the intrinsic value method. There were no stock option grants awarded during the period from January 1, 2018 through June 4, 2018. In addition, there were no exercises, forfeitures or cancellations of Predecessor Company stock options during the period from January 1, 2018 through June 3, 2018. The total stock-based compensation expense included in "Corporate expenses" in the accompanying Consolidated Statements of Operations for the period from January 1, 2018 through June 3, 2018 was approximately $ 231,000 . The associated tax benefits related to these stock-based compensation awards for the period from January 1, 2018 through June 3, 2018 was approximately $ 60,000 . As described in Note 12, "Stockholders' Equity," all of Old Cumulus's equity award agreements under prior incentive plans, and the awards granted pursuant thereto, were extinguished, canceled and discharged and have no further force or effect. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense (benefit) for the Successor Company year ended December 31, 2019, Successor Company period June 4, 2018 through December 31, 2018, and the Predecessor Company period January 1, 2018 through June 3, 2018 consisted of the following (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Current income tax expense Federal $ 10,952 $ 6,170 $ (1,430 ) State and local 2,656 8,888 4,026 Total current income tax expense $ 13,608 $ 15,058 $ 2,596 Deferred income tax expense (benefit) Federal $ 6,999 $ (20,641 ) $ (138,311 ) State and local 1,656 (6,770 ) (41,144 ) Total deferred tax 8,655 (27,411 ) (179,455 ) Total income tax expense (benefit) $ 22,263 $ (12,353 ) $ (176,859 ) Total income tax expense (benefit) differed from the amount computed by applying the federal statutory tax rate of 21.0% for the Successor Company year ended December 31, 2019, and Successor Company period June 4, 2018 through December 31, 2018 and the Predecessor Company period January 1, 2018 through June 3, 2018, as a result of the following (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Computed income tax expense at federal statutory rate on pre-tax income $ 17,539 $ 10,284 $ 109,052 State income tax expense, net of federal tax benefit 4,415 7,493 (25,288 ) Bankruptcy costs 446 (19,088 ) 12,286 Change in state tax rates — (819 ) 78 Section 162 disallowance 936 472 187 Change in valuation allowance — (104,629 ) 29,188 Worthless stock loss — — (115,439 ) Tax effect of sale of assets — 72,797 (73,205 ) Cancellation of debt income — 22,087 (152,099 ) Other reorganization charges — — 35,331 Change in uncertain tax positions — (2,733 ) — Provision to return (1,564 ) 1,244 — Other adjustments 491 539 3,050 Net income tax expense (benefit) $ 22,263 $ (12,353 ) $ (176,859 ) The Tax Cuts and Jobs Act ("the Act") was enacted on December 22, 2017. The Act, among other changes, reduced the US federal corporate tax rate from 35% to 21% effective January 1, 2018. As of December 31, 2018, the Company finalized its accounting for the Act and recorded an adjustment to deferred tax benefit of approximately $0.9 million during 2018 related to the remeasurement of deferred tax assets and liabilities. Under the Plan of reorganization adopted upon emergence from bankruptcy, a substantial portion of the Predecessor Company's prepetition debt securities and other obligations were extinguished and the Company recognized cancellation of debt income ("CODI"). The Internal Revenue Code of 1986, as amended ("IRC"), provides that a debtor in a bankruptcy case may exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of any CODI realized by the debtor company as a result of the consummation of a plan of reorganization. Substantially all of the Predecessor Company's unutilized tax attributes were eliminated as a result of the statutory reduction that occurs on the first day of the Company's tax year subsequent to the date of emergence. In conjunction with the Plan, the Company implemented a series of internal reorganization transactions through which it transferred the assets of Old Cumulus to an indirect wholly-owned subsidiary of the Successor Company. The transfer of assets for income tax purposes results in a taxable sale of assets, whereby the Company receives a step up in the tax basis of the underlying assets transferred, resulting in a future tax benefit. Additionally, the application of fresh start accounting on the Effective Date resulted in the re-measurement of deferred income taxes associated with the revaluation of the Company's assets and liabilities. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2019 and 2018 are presented below (dollars in thousands): 2019 2018 Deferred income tax assets: Accounts receivable $ 1,332 $ 962 Leases 42,374 — Other liabilities 4,980 7,076 Debt costs 841 — Interest limitation 3,966 1,335 Tax credits — 41 Net operating loss — 8,304 Total deferred income tax assets before valuation allowance 53,493 17,718 Less: valuation allowance — — Total deferred tax assets $ 53,493 $ 17,718 Deferred income tax liabilities: Intangible assets $ 12,992 $ 6,610 Property and equipment 22,465 23,492 Leases 36,666 — Other 2,408 — Total deferred income tax liabilities $ 74,531 $ 30,102 Total net deferred income tax liabilities $ 21,038 $ 12,384 Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences between the tax and financial reporting bases of our assets and liabilities and other tax attributes. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. As of December 31, 2019 and 2018, the Company did not record a valuation allowance because of the net deferred tax liability position of the Company and expected future taxable income. As of December 31, 2019, the Company did not have any federal or state net operating loss carryforwards as all remaining carryforwards from the prior year were utilized during the year ended December 31, 2019. As of December 31, 2019, the Company had federal interest expense disallowance carryforwards of $15.0 million , which were available to offset future taxable income and had an indefinite carryforward period. The Company had state interest expense disallowance carryforwards in certain jurisdictions of $849.3 million , which were available to offset future taxable income and had an indefinite carryforward period. The Company records interest and penalties related to uncertain tax positions in income tax expense. For interest and penalties, the Company recorded income tax expense of $0.2 million for the Successor Company year ended December 31, 2019, income tax benefit of $0.3 million for the Successor Company period from June 4, 2018 through December 31, 2018 and income tax expense of $0.1 million for the Predecessor Company period January 1, 2018 through June 3, 2018. As of December 31, 2019 and 2018, the total interest and penalties accrued was $0.3 million and $0.1 million , respectively. The total uncertain tax positions and accrued interest and penalties as of December 31, 2019 and 2018 were $5.9 million and $5.8 million , respectively. The uncertain tax positions and accrued interest and penalties are presented as non-current liabilities, as payments are not anticipated within one year of the balance sheet date. These non-current income tax liabilities are recorded in other long-term liabilities in the Consolidated Balance Sheets. The $5.9 million as of December 31, 2019 represents the uncertain tax positions and accrued interest and penalties that, if recognized, would favorably affect the effective income tax rate in future periods. As of December 31, 2019, the Company does not believe that the uncertain tax positions will significantly change within the next 12 months as a result of the settlement of tax audits. Interest and penalties accrued on uncertain tax positions are released upon the expiration of statutes of limitations. All federal income tax returns are closed for tax years through 2015. For the majority of state and local tax jurisdictions in which the Company is subject to income tax audits, tax years through 2015 have been closed. The following table reconciles uncertain tax positions during the relevant years (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Balance at beginning of period $ 5,787 $ 8,466 $ 8,587 Increases for prior year tax positions — — 176 Decreases for prior year tax positions (120 ) (834 ) (297 ) Decreases relating to settlements with taxing authorities and other (16 ) (73 ) — Decreases due to lapse of statute of limitations — (1,772 ) — Balance at end of period $ 5,651 $ 5,787 $ 8,466 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share As discussed in Note 2, "Emergence from Chapter 11," on the Effective Date, the old common stock awards and warrants then outstanding under the Company's prior equity compensation plans were extinguished without recovery. The Company calculates basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding restricted shares. The Company calculates diluted earnings per share by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based awards, including stock options and restricted stock awards. Warrants generally are included in basic and diluted shares outstanding if there is little or no consideration paid upon exercise of the Warrants. Antidilutive instruments are not considered in this calculation. The Company applies the two-class method to calculate earnings per share. Because both classes of common stock share the same rights in dividends and earnings, earnings per share (basic and diluted) is calculated using both common stock classes. The following table presents the reconciliation of basic to diluted weighted average common shares (dollars in thousands, except per share data): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Basic Earnings Per Share Numerator: Undistributed net income from operations $ 61,257 $ 61,425 $ 696,156 Basic net income attributable to common shares $ 61,257 $ 61,425 $ 696,156 Denominator: Basic weighted average shares outstanding 20,131 20,028 29,338 Basic undistributed net income per share attributable to common shares $ 3.04 $ 3.07 $ 23.73 Diluted Earnings Per Share Numerator: Undistributed net income from operations $ 61,257 $ 61,425 $ 696,156 Diluted net income attributable to common shares $ 61,257 $ 61,425 $ 696,156 Denominator: Basic weighted average shares outstanding 20,131 20,028 29,338 Effect of dilutive options and restricted stock units 153 136 — Diluted weighted average shares outstanding 20,284 20,164 29,338 Diluted undistributed net income per share attributable to common shares $ 3.02 $ 3.05 $ 23.73 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases As described in Note 1, "Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies," the Company adopted ASC 842 effective January 1, 2019 using a modified retrospective approach and elected the practical expedients allowed under the standard. The Company has entered into various lease agreements both as the lessor and lessee. We determine if an arrangement is or contains a lease at contract inception and determine its classification as an operating or finance lease at lease commencement. The leases have been classified as either operating or finance leases in accordance with ASC 842, and primarily consist of leases for land, tower space, office space, certain office equipment and vehicles. The Company also has sublease arrangements that provide a nominal amount of income. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a lessor, we reserve the rights to the underlying assets in our agreements and do not expect to derive any amounts at the end of the lease terms. We have elected the practical expedient under ASC 842 to not separate lease and nonlease components for all classes of underlying assets. The Company's leases typically have lease terms between five to ten years . Most of these leases include one or more renewal options for periods ranging from one to ten years . At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use asset and lease liability. The Company assumes that certain tower and land leases will be renewed for one additional term. The Company uses its incremental borrowing rate to calculate the present value of lease payments. The incremental borrowing rate is based on a 1-year LIBOR rate plus an estimated credit spread consistent with our Refinanced Credit Agreement. The following table presents the Company's total right-of-use assets and lease liabilities as of December 31, 2019 (dollars in thousands): Balance Sheet Location December 31, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 143,436 Finance, net of accumulated amortization of $352 Other assets 380 Total Assets $ 143,816 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 34,462 Finance Accounts payable and accrued liabilities 234 Noncurrent Operating Operating lease liabilities 111,184 Finance Other liabilities 146 Total Liabilities $ 146,026 The following table presents the total lease cost for the year ended December 31, 2019 (dollars in thousands): Statement of Operations Location Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 37,750 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 414 Interest on lease liabilities Interest expense 42 Total Lease Cost $ 38,206 Total lease income related to our lessor arrangements was $3.0 million for the year ended December 31, 2019 . Other Supplementary Data The following tables present other supplementary information for the year ended December 31, 2019 (dollars in thousands): Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 22,370 Operating cash flows from finance leases 42 Financing cash flows from finance leases 414 Financing cash flows from failed sale leaseback 1,193 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 22,922 Weighted Average Remaining Lease Term (in years) Operating leases 7.99 Finance leases 2.22 Weighted Average Discount Rate Operating leases 7.45 % Finance leases 7.44 % As of December 31, 2019 , future minimum lease payments, as defined under ASC 842, for the following five fiscal years and thereafter were as follows (dollars in thousands): Operating Leases Finance Leases Total 2020 $ 32,772 $ 233 $ 33,005 2021 26,704 112 26,816 2022 24,536 49 24,585 2023 22,773 14 22,787 2024 18,673 3 18,676 Thereafter 70,804 — 70,804 Total lease payments $ 196,262 $ 411 $ 196,673 Less: imputed interest (50,616 ) (31 ) (50,647 ) Total $ 145,646 $ 380 $ 146,026 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, Leases , under non-cancelable operating leases for the following five fiscal years and thereafter were as follows (dollars in thousands): Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 — 1,603 24,320 2022 19,885 — 1,650 21,535 2023 16,280 — 1,701 17,981 Thereafter 45,959 — 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 Future minimum payments related to the Company's failed sale-leaseback as of December 31, 2019 were as follows (dollars in thousands): Total 2020 $ 1,557 2021 1,603 2022 1,650 2023 1,701 2024 1,751 Thereafter 301 Total lease payments $ 8,563 Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2019 were as follows (dollars in thousands): Operating Leases 2020 $ 2,998 2021 2,442 2022 2,129 2023 1,681 2024 959 Thereafter 1,783 Total lease receivables $ 11,992 |
Leases | Leases As described in Note 1, "Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies," the Company adopted ASC 842 effective January 1, 2019 using a modified retrospective approach and elected the practical expedients allowed under the standard. The Company has entered into various lease agreements both as the lessor and lessee. We determine if an arrangement is or contains a lease at contract inception and determine its classification as an operating or finance lease at lease commencement. The leases have been classified as either operating or finance leases in accordance with ASC 842, and primarily consist of leases for land, tower space, office space, certain office equipment and vehicles. The Company also has sublease arrangements that provide a nominal amount of income. A right-of-use asset and lease liability have been recorded on the balance sheet for all leases except those with an original lease term of twelve months or less. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As a lessor, we reserve the rights to the underlying assets in our agreements and do not expect to derive any amounts at the end of the lease terms. We have elected the practical expedient under ASC 842 to not separate lease and nonlease components for all classes of underlying assets. The Company's leases typically have lease terms between five to ten years . Most of these leases include one or more renewal options for periods ranging from one to ten years . At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option. Options that are reasonably certain of being exercised are factored into the determination of the lease term, and related payments are included in the calculation of the right-of-use asset and lease liability. The Company assumes that certain tower and land leases will be renewed for one additional term. The Company uses its incremental borrowing rate to calculate the present value of lease payments. The incremental borrowing rate is based on a 1-year LIBOR rate plus an estimated credit spread consistent with our Refinanced Credit Agreement. The following table presents the Company's total right-of-use assets and lease liabilities as of December 31, 2019 (dollars in thousands): Balance Sheet Location December 31, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 143,436 Finance, net of accumulated amortization of $352 Other assets 380 Total Assets $ 143,816 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 34,462 Finance Accounts payable and accrued liabilities 234 Noncurrent Operating Operating lease liabilities 111,184 Finance Other liabilities 146 Total Liabilities $ 146,026 The following table presents the total lease cost for the year ended December 31, 2019 (dollars in thousands): Statement of Operations Location Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 37,750 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 414 Interest on lease liabilities Interest expense 42 Total Lease Cost $ 38,206 Total lease income related to our lessor arrangements was $3.0 million for the year ended December 31, 2019 . Other Supplementary Data The following tables present other supplementary information for the year ended December 31, 2019 (dollars in thousands): Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 22,370 Operating cash flows from finance leases 42 Financing cash flows from finance leases 414 Financing cash flows from failed sale leaseback 1,193 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 22,922 Weighted Average Remaining Lease Term (in years) Operating leases 7.99 Finance leases 2.22 Weighted Average Discount Rate Operating leases 7.45 % Finance leases 7.44 % As of December 31, 2019 , future minimum lease payments, as defined under ASC 842, for the following five fiscal years and thereafter were as follows (dollars in thousands): Operating Leases Finance Leases Total 2020 $ 32,772 $ 233 $ 33,005 2021 26,704 112 26,816 2022 24,536 49 24,585 2023 22,773 14 22,787 2024 18,673 3 18,676 Thereafter 70,804 — 70,804 Total lease payments $ 196,262 $ 411 $ 196,673 Less: imputed interest (50,616 ) (31 ) (50,647 ) Total $ 145,646 $ 380 $ 146,026 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, Leases , under non-cancelable operating leases for the following five fiscal years and thereafter were as follows (dollars in thousands): Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 — 1,603 24,320 2022 19,885 — 1,650 21,535 2023 16,280 — 1,701 17,981 Thereafter 45,959 — 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 Future minimum payments related to the Company's failed sale-leaseback as of December 31, 2019 were as follows (dollars in thousands): Total 2020 $ 1,557 2021 1,603 2022 1,650 2023 1,701 2024 1,751 Thereafter 301 Total lease payments $ 8,563 Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2019 were as follows (dollars in thousands): Operating Leases 2020 $ 2,998 2021 2,442 2022 2,129 2023 1,681 2024 959 Thereafter 1,783 Total lease receivables $ 11,992 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Future Commitments The radio broadcast industry's principal ratings service is Nielsen Audio ("Nielsen"), which publishes surveys for domestic radio markets. Certain of the Company's subsidiaries have agreements with Nielsen under which they receive programming ratings information. The remaining aggregate obligation under the agreements with Nielsen is approximately $101.6 million , as of December 31, 2019 , and is expected to be paid in accordance with the agreements through December 2021. The Company engages Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, based upon a formula set forth in the contract. The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news services and to pay for talent, executives, research, weather information and other services. The Company from time to time enters into radio network contractual obligations to guarantee a minimum amount of revenue share to contractual counterparties on certain programming in future years. As of December 31, 2019 , the Company believes that it will meet all such material minimum obligations. Legal Proceedings We have been, and expect in the future to be, a party to various legal proceedings, investigations or claims. In accordance with applicable accounting guidance, we record accruals for certain of our outstanding legal proceedings when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate, at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. When a loss contingency is not both probable and reasonably estimable, we do not record a loss accrual. If the loss (or an additional loss in excess of any prior accrual) is reasonably possible and material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made. The assessment of whether a loss is probable or reasonably possible and whether the loss or a range of loss is estimable, involves a series of judgments about future events, which are often complex. Even if a loss is reasonably possible, we may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, (iii) the matters involve novel or unsettled legal theories or a large number of parties, or (iv) various factors outside of our control could lead to vastly different outcomes. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss. In August 2015, the Company was named as a defendant in two separate putative class action lawsuits relating to its use and public performance of certain sound recordings fixed prior to February 15, 1972 (the "Pre-1972 Recordings"). The first suit, ABS Entertainment, Inc., et. al. v, Cumulus Media Inc., was filed in the U.S. District Court for the Central District of California and alleged, among other things, copyright infringement under California state law, common law conversion, misappropriation and unfair business practices. On December 11, 2015, this suit was dismissed without prejudice. The second suit, ABS Entertainment, Inc., v. Cumulus Media Inc., was filed in the U.S. District Court for the Southern District of New York and claimed, among other things, common law copyright infringement and unfair competition. The New York lawsuit was stayed pending an appeal before the Second Circuit involving unrelated third parties over whether the owner of a Pre-1972 Recording holds an exclusive right to publicly perform that recording under New York common law. On December 20, 2016, the New York Court of Appeals held that New York common law does not recognize a right of public performance for owners of pre-1972 Recordings. As a result of that case (to which Cumulus Media Inc. was not a party) the New York case against Cumulus Media Inc., was voluntarily dismissed by the plaintiffs on April 3, 2017. On October 11, 2018, President Trump signed the Orrin G. Hatch-Bob Goodlatte Music Modernization Act (the "Music Modernization Act") into law, which, among other things, provides new federal rights going forward for owners of pre-1972 Recordings. The question of whether public performance rights existed for Pre-1972 recordings under state law prior to the enactment of the new Music Modernization Act is still being litigated in the Ninth Circuit as a result of a case filed in California. Cumulus is not a party to that case, and the Company is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows. The FCC staff has advised companies in the radio broadcast industry, including the Company, that it has been conducting an investigation into the timeliness of compliance with political file record keeping obligations by radio stations throughout the industry. The Company has been engaged in discussions with the FCC staff with respect to this investigation. The Company is in the process of assessing its compliance with these filing obligations and the underlying facts, is cooperating with the FCC and continues to engage in discussions regarding a potential resolution or settlement of the matter. Although the Company does not currently expect that the ultimate resolution would have a material effect on the Company, given its preliminary nature, the Company is currently unable to reasonably estimate what effect the ultimate outcome might have, if any, on its financial position, results of operations or cash flows. On May 17, 2018, after unsuccessful license fee negotiations between the Radio Music License Committee, Inc. ("RMLC") and Broadcast Music, Inc. ("BMI"), RMLC, on behalf of the FCC-licensed broadcast radio stations operating in the U.S. that it represents (the "Stations"), filed a petition for the determination of reasonable final license fees, case No. 18-cv-044420-LLS, in the U.S. District Court for the Southern District of New York. In the petition, RMLC requested that the court determine reasonable final fees and terms for a blanket license, an adjustable-fee blanket license, and a per-program license for the Stations on a retroactive basis for the period January 1, 2017 through December 31, 2021, and for such other and further relief as the court deems just and proper. RMLC negotiates music licensing fees with performing rights organizations on behalf of many U.S. radio stations, including Cumulus. On January 24, 2020, RMLC and BMI agreed to basic terms in a provisional settlement. These terms are subject to further negotiation as the final agreement is reached. The final fees, as determined by the courts, will be retroactive to January 1, 2017 and the Company will be liable for its share. Based on the matters described above, coupled with the preliminary status of the settlement and historical experience with similar negotiations, we have determined that the loss contingency is not probable and reasonable estimable. In addition, given the early stage of the provisional settlement and the potential impacts of factors that are outside of our control and on which we have limited visibility, we are currently unable to reasonably estimate the range of possible loss. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II CUMULUS MEDIA INC. FINANCIAL STATEMENT SCHEDULE VALUATION AND QUALIFYING ACCOUNTS Fiscal Year (Dollars in thousands) Balance at Beginning of Period Charged to Costs and Expenses Additions/(Deductions) Balance at End of Period Allowance for doubtful accounts 2019 Successor Company $ 5,313 $ 4,077 $ (4,193 ) $ 5,197 2018 Successor Company (Period from June 4, 2018 through December 31, 2018) $ — $ 5,313 $ — $ 5,313 2018 Predecessor Company (Period from Jan 1, 2018 through June 3, 2018) $ 4,322 $ 5,993 $ (10,315 ) $ — Valuation allowance on deferred taxes 2019 Successor Company $ — $ — $ — $ — 2018 Successor Company (Period from June 4, 2018 through December 31, 2018) $ 104,629 $ — $ (104,629 ) $ — 2018 Predecessor Company (Period from Jan 1, 2018 through June 3, 2018) $ 75,460 $ 29,169 $ — $ 104,629 |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Cumulus Media Inc. (and its consolidated subsidiaries, except as the context may otherwise require, "CUMULUS MEDIA," "we," "us," "our," or the "Company") is a Delaware corporation, organized in 2018, and successor to a Delaware corporation with the same name that was organized in 2002. Nature of Business CUMULUS MEDIA is a leading audio-first media and entertainment company delivering premium content to over a quarter billion people every month - wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 428 owned and operated stations across 87 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, the Olympics, the American Country Music Awards, and many other world-class partners across nearly 8,000 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with local impact and national reach through on-air, digital, mobile, and voice-activated media solutions, as well as access to integrated digital marketing services, powerful influencers, and live event experiences. |
Basis of Presentation | Basis of Presentation As previously disclosed, on November 29, 2017 (the "Petition Date"), CM Wind Down Topco Inc. (formerly known as Cumulus Media Inc.), a Delaware corporation ("Old Cumulus") and certain of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief (the "Bankruptcy Petitions") under Chapter 11 of Title 11 of the United States ("U.S.") Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). The Debtors' chapter 11 cases (the "Chapter 11 Cases") were jointly administered under the caption In re Cumulus Media Inc., et al, Case No. 17-13381 . On May 10, 2018, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming the Debtors' First Amended Joint Chapter 11 Plan of Reorganization [Docket No. 769] (the "Confirmation Order"), which confirmed the First Amended Joint Plan of Reorganization of Cumulus Media Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 446] (the "Plan"), as modified by the Confirmation Order. On June 4, 2018 (the "Effective Date"), Old Cumulus satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan was substantially consummated, and Old Cumulus and the other Debtors emerged from Chapter 11. On June 29, 2018, the Bankruptcy Court entered an order closing the Chapter 11 Cases of all of the Debtors other than Old Cumulus, whose case will remain open until its estate has been fully administered including resolving outstanding claims and the Bankruptcy Court enters an order closing its case. In connection with its emergence, Old Cumulus implemented a series of internal reorganization transactions authorized by the Plan pursuant to which it transferred substantially all of its remaining assets to an indirectly wholly owned subsidiary of reorganized Cumulus Media Inc. (formerly known as CM Emergence Newco Inc.), a Delaware corporation ("CUMULUS MEDIA" or the "Company"), prior to winding down its business. References to "Successor" or "Successor Company" relate to the balance sheet and results of operations of CUMULUS MEDIA on and subsequent to June 4, 2018. References to "Predecessor," "Predecessor Company" or "Old Cumulus" refer to the balance sheet and results of operations of Old Cumulus prior to June 4, 2018. Upon filing for bankruptcy and up through and including the emergence from Chapter 11 on the Effective Date, the Company applied Accounting Standards Codification ("ASC") 852 - Reorganizations ("ASC 852") , in preparing its consolidated financial statements (see Note 2, "Emergence from Chapter 11" and Note 3, "Fresh Start Accounting"). As a result of the application of fresh start accounting and the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and consequently the consolidated financial statements after June 3, 2018 are not comparable to the consolidated financial statements prior to that date. Refer to Note 3, "Fresh Start Accounting" for additional information. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reportable Segments | Reportable Segments The Company historically operated under two reportable segments - Cumulus Radio Station Group and Westwood One. As a result of changes to its organizational structure and approach to operating the business, during the third quarter of 2019, the Company reassessed its reportable segments. Management considered factors including, but not limited to: (i) organizational structure and functional responsibilities of management; (ii) operational aspects including inventory optimization across all sales channels; and (iii) management incentive metrics. These factors impacted how the chief operating decision maker evaluates performance and how operating decisions are made, which are now performed at the consolidated level. The Company concluded that we have one reportable segment and has presented the comparative periods on a consolidated basis to reflect the one reportable segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with the generally accepted accounting principles in the U.S., or GAAP, requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including significant estimates related to revenue recognition, bad debts, intangible assets, income taxes, stock-based compensation, contingencies, litigation, valuation assumptions for impairment analysis, certain expense accruals and, if applicable, purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates. |
Comprehensive Income | Comprehensive Income Comprehensive income includes net income and certain items that are excluded from net income and recorded as a separate component of stockholders' equity. During the years ended December 31, 2019 and 2018 , the Company had no items of other comprehensive income and, therefore, comprehensive income does not differ from reported net income. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considered all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Accounts Receivable, Allowance for Doubtful Accounts and Concentration of Credit Risk | Accounts Receivable, Allowance for Doubtful Accounts and Concentration of Credit Risk Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determined the allowance based on several factors, including the length of time receivables are past due, trends and current economic factors. All balances are reviewed and evaluated quarterly on a consolidated basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. In the opinion of management, credit risk with respect to accounts receivable is limited as a result of the large number of customers and the geographic diversification of the Company's customer base. The Company performs credit evaluations of its customers as needed and believes that adequate allowances for any uncollectible accounts receivable are maintained. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Major additions or improvements are capitalized, including interest expense when material, while repairs and maintenance are charged to expense when incurred. Property and equipment acquired in business combinations accounted for under the acquisition method of accounting are recorded at their estimated fair values on the date of acquisition. Equipment held under financing leases is stated at the present value of minimum future lease payments. Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is recognized in the statement of operations. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets. Equipment held under financing leases and leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Depreciation of construction in progress is not recorded until the assets are placed into service. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Intangible Assets and Goodwill | Intangible Assets As of December 31, 2019 , the Company's intangible assets were comprised of Federal Communications Commission ("FCC") licenses and certain other intangible assets. Intangible assets acquired in a business combination which are determined to have an indefinite useful life, including the Company's FCC licenses, are not amortized, but instead tested for impairment at least annually, or if a triggering event occurs. Intangible assets with definite useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In determining that the Company's FCC licenses qualified as indefinite lived intangibles, management considered a variety of factors including the FCC's historical record of renewing broadcasting licenses, the cost to the Company of renewing such licenses, the relative stability and predictability of the radio industry and the relatively low level of capital investment required to maintain the physical plant of a radio station. The Company's evaluation of the recoverability of its indefinite-lived assets, which include FCC licenses is based on certain judgments and estimates. Future events may impact these judgments and estimates. If events or changes in circumstances were to indicate that an asset's carrying amount is not recoverable, a write-down of the asset would be recorded through a charge to operations. |
Revenue Recognition | Revenue Recognition Revenue is derived primarily from the sale of commercial airtime to local and national advertisers. Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those good or services. Broadcast advertising revenue is recognized as commercials are broadcast. In those instances in which the Company functions as the principal in the transaction, the revenue and associated operating costs are presented on a gross basis. In those instances where the Company functions as an agent or sales representative, the effective commission is presented as revenue on a net basis with no corresponding operating expenses. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. |
Local Marketing Agreements | Local Marketing Agreements A number of radio stations, including certain of our stations, have entered into Local Marketing Agreements ("LMAs"). In a typical LMA, the licensee of a station makes available, for a fee and reimbursement of its expenses, airtime on its station to a party which supplies programming to be broadcast during that airtime, and collects revenues from advertising aired during such programming. LMAs are subject to compliance with the antitrust laws and the Communications Laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. |
Stock-based Compensation Expense | Stock-based Compensation Expense Stock-based compensation expense recognized for the Successor Company year ended December 31, 2019 , the Successor Company period June 4, 2018 through December 31, 2018 and the Predecessor Company period January 1, 2018 through June 3, 2018, was $5.3 million , $3.4 million and $0.2 million , respectively. For awards with service conditions, stock-based compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. In addition, the Company made an accounting policy election to recognize forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. For stock options with service conditions only, the Company utilizes the Black-Scholes option pricing model to estimate the fair value of options issued. The fair value of stock options is determined by the Company's stock price, historical stock price volatility, the expected term of the award, risk-free interest rates and expected dividends. For restricted stock awards with service conditions only, the Company utilizes the intrinsic value method to determine the fair value of the restricted stock issued. For restricted stock awards with performance conditions, the Company evaluates the probability of vesting of the awards in each reporting period and calculates stock-based compensation expense based on this assessment. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates the Company expects will be applicable when those tax assets and liabilities are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against a deferred tax asset to measure its net realizable value when it is not more likely than not that the benefits of its recovery will be recognized. The Company continually reviews the adequacy of our valuation allowance, if any, on our deferred tax assets and recognizes the benefits of deferred tax assets only as the reassessment indicates that it is more likely than not that the deferred tax assets will be recognized in accordance with ASC Topic 740, Income Taxes ("ASC 740"). The Company recognizes a tax position as a benefit only if it is more-likely-than-not that the position would be sustained in an examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that has a greater than 50% likelihood of being realized on examination. For tax positions not meeting the more-likely-than-not test, no tax benefit is recorded. |
Earnings per Share | Earnings Per Share Basic income per share is computed on the basis of the weighted average number of common shares outstanding. The Company allocates undistributed net income from continuing operations between each class of common stock on an equal basis after any allocations for preferred stock dividends in accordance with the terms of the Company's third amended and restated certificate of incorporation, as amended (the "Charter"). Non-vested restricted shares of Class A common stock and Company Warrants (defined below) are considered participating securities for purposes of calculating basic weighted average common shares outstanding in periods in which the Company recorded net income. Diluted earnings per share is computed in the same manner as basic earnings per share after assuming the issuance of common stock for all potentially dilutive equivalent shares, which includes stock options and outstanding warrants to purchase common stock. Antidilutive instruments are not considered in this calculation. Under the two -class method, net income is allocated to common stock and participating securities to the extent that each security may share in earnings, as if all of the earnings for the period had been distributed. Earnings are allocated to each participating security and common share equally, after deducting dividends declared or accreted on preferred stock. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The carrying amounts of cash equivalents, restricted cash, accounts receivables, accounts payable, trade payables and receivables and accrued expenses approximate fair value because of the short term to maturity of these instruments |
Accounting for National Advertising Agency Contract | Accounting for National Advertising Agency Contract The Company has engaged Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The Company's contract with Katz has several economic elements that principally reduce the overall expected commission rate below the stated base rate. The Company estimates the overall expected commission rate over the entire contract period and applies that rate to commissionable revenue throughout the contract period with the goal of estimating and recording a stable commission rate over the life of the contract. The Company's accounting for and calculation of commission expense to be recognized over the life of the Katz contract requires management to make estimates and judgments that affect reported amounts of commission expense in each period. Actual results may differ from management's estimates. |
Adoption of New Accounting Standards and Recent Accounting Standards Updates | Adoption of New Accounting Standards ASU 2016-02 - Leases (Topic 842) ("ASU 2016-02") . In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, which provides updated guidance for the accounting for leases. This update requires lessees to recognize assets and liabilities for the rights and obligations created by leases with a term longer than one year. Leases will be classified as either financing or operating, thereby impacting the pattern of expense recognition in the statement of operations. In July 2018, the FASB issued ASU 2018-10 - Codification Improvements to Topic 842, Leases ("ASU 2018-10") and ASU 2018-11 - Targeted Improvements ("ASU 2018-11") , which provide technical corrections and clarification to ASU 2016-02. ASU 2016-02 and amendments ASU 2018-10 and ASU 2018-11 were effective for fiscal years beginning after December 15, 2018, and interim periods thereafter. The Company adopted the new lease standard, or "ASC 842", on January 1, 2019 and elected the "package of practical expedients" and as a result did not recast existing leases prior to January 1, 2019. The new lease standard also provides as a practical expedient and an accounting policy election, the option to not separate non-lease components from the associated lease components and instead account for each separate lease component and its associated non-lease components as a single lease component. The Company elected this option both for leases under which it is the lessor and for leases under which it is the lessee. In adopting the new standard, the Company aggregated and evaluated lease arrangements, implemented new controls and processes, and installed a lease accounting system. Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of approximately $156.1 million and $154.5 million on January 1, 2019. See Note 16, "Leases" for further information. Recent Accounting Standards Updates ASU 2016-13 - Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). In June 2016, the FASB issued ASU 2016-13 which requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of "probable" has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset's origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for public business entities, excluding Smaller Reporting Companies ("SRC"), for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The standard is effective for SRCs for fiscal years beginning after December 15, 2022. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its Consolidated Financial Statements. ASU 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). In August 2018, the FASB issued ASU 2018-13, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods therein, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. Adoption of this guidance is not expected to have a material impact on the Company's Consolidated Financial Statements. |
Fair Value Measurements | The three levels of the fair value hierarchy to be applied when determining fair value of financial instruments are described below: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access; Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities; and Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Nature of Business, Basis of _3
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Condensed Cash Flow Statement | The following summarizes supplemental cash flow information to be read in conjunction with the Consolidated Statements of Cash Flows for the Successor Company year ended December 31, 2019 , the Successor Company period from June 4, 2018 through December 31, 2018 and the Predecessor Company period from January 1, 2018 through June 3, 2018 (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, Period from June 4, 2018 through December 31, Period from January 1, 2018 through June 3, 2019 2018 2018 Supplemental disclosures of cash flow information: Interest paid $ 76,846 $ 49,785 $ — Adequate protection payments on the Predecessor Term Loan — — 37,802 Income taxes paid 18,590 7,266 1,992 Supplemental disclosures of non-cash flow information: Trade revenue $ 45,308 $ 26,516 $ 18,973 Trade expense 44,378 27,098 17,964 Transfer of deposit from escrow - WKQX acquisition — 4,750 — Supplemental disclosures of non-cash reorganization items impact on changes in assets and liabilities: Accounts receivable $ — $ — $ (11 ) Prepaid expenses and other current assets — — 21,077 Property and equipment — — (121,732 ) Other intangible assets, goodwill and other assets — — 283,217 Accounts payable, accrued expenses and other liabilities — — (36,415 ) Cancellation of 7.75% Senior Notes — — (610,000 ) Cancellation of Predecessor Company Term Loan — — (1,684,407 ) Issuance of Successor Company Term Loan — — 1,300,000 Cancellation of Predecessor Company stockholders' equity — — 649,620 Issuance of Successor Company stockholders' equity — — (325,000 ) Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheet: Cash and cash equivalents $ 15,142 $ 27,584 $ 50,046 Restricted cash 1,865 2,454 38,305 Total cash and cash equivalents and restricted cash $ 17,007 $ 30,038 $ 88,351 |
Fresh Start Accounting (Tables)
Fresh Start Accounting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Reorganizations [Abstract] | |
Reconciliation Of Reorganization Value | The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (dollars in thousands): Enterprise Value $ 1,675,000 Less: Cash balance difference (1) (20,000 ) Less: Effect of deferred tax liability (2) (30,000 ) Plus: Fair value of non-debt current liabilities 114,573 Plus: Fair value of non-debt long term liabilities 63,921 Reorganization value $ 1,803,494 (1) Difference in the estimated cash balance in the reorganization value versus the actual cash on hand as of June 3, 2018. (2) Difference in the assumed effect of deferred taxes in the reorganization value versus the actual deferred taxes as of June 3, 2018. |
Schedule of Fresh-Start Adjustments | The adjustments set forth in the following Condensed Consolidated Balance Sheet reflect the consummation of the transactions contemplated by the Plan (reflected in the column "Reorganization Adjustments") as well as fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column "Fresh Start Adjustments"). The explanatory notes highlight methods used to determine fair values or other amounts of the assets and liabilities as well as significant assumptions or inputs (dollars in thousands). Predecessor Company As of June 3, 2018 Reorganization Adjustments Fresh Start Adjustments Successor Company As of June 4, 2018 Assets Current assets: Cash and cash equivalents $ 108,480 $ (58,434 ) (1) $ — $ 50,046 Restricted cash 13,720 24,585 (2) — 38,305 Accounts receivable 215,724 — — 215,724 Trade receivable 5,221 — — 5,221 Prepaid expenses and other current assets 49,912 (19,990 ) (3) — 29,922 Total current assets 393,057 (53,839 ) — 339,218 Property and equipment, net 193,574 — 121,732 (12) 315,306 Broadcast licenses 1,203,809 — (285,309 ) (13) 918,500 Other intangible assets, net 75,056 — 137,402 (13) 212,458 Goodwill 135,214 — (135,214 ) (14) — Other assets 18,012 — — 18,012 Total assets $ 2,018,722 $ (53,839 ) $ (161,389 ) $ 1,803,494 Liabilities and Stockholders' Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 108,448 $ 6,253 (4) $ (128 ) (15) $ 114,573 Current portion of Term Loan — 13,000 (5) — 13,000 Total current liabilities 108,448 19,253 (128 ) 127,573 Term loan — 1,268,983 (5) 18,017 (16) 1,287,000 Other liabilities 2,801 21,312 (6) 13 (17) 24,126 Deferred income taxes — 50,437 (7) (10,642 ) (18) 39,795 Total non-current liabilities 2,801 1,340,732 7,388 1,350,921 Liabilities subject to compromise 2,647,110 (2,647,110 ) (8) — — Total liabilities 2,758,359 (1,287,125 ) 7,260 1,478,494 Stockholders' (deficit) equity: Predecessor Class A common stock 320 (320 ) (9) — — Predecessor Class C common stock 1 (1 ) (9) — — Predecessor treasury stock (229,310 ) 229,310 (9) — — Predecessor additional paid-in-capital 1,626,906 (1,626,906 ) (9) — — Successor Class A common stock — — — — Successor Class B common stock — — — — Successor additional-paid-in-capital — 325,000 (10) — 325,000 (Accumulated deficit) retained earnings (2,137,554 ) 2,306,203 (11) (168,649 ) (19) — Total stockholders' (deficit) equity (739,637 ) 1,233,286 (168,649 ) 325,000 Total liabilities and stockholders' (deficit) $ 2,018,722 $ (53,839 ) $ (161,389 ) $ 1,803,494 Reorganization adjustments 1. Reflects cash payments and the funding of professional fee escrow account from the implementation of the Plan as follows (dollars in thousands): Payment of professional fees $ 3,118 Adequate protection payment 1,326 Payment of contract cure claims 20,341 Funding of professional fee escrow amount 32,517 Other fees and expenses 1,132 Net cash payments $ 58,434 2. Reflects net additions to restricted cash giving effect to the funding of professional fee escrow account for professional fees accrued and the payment of restructuring fees (dollars in thousands): Funding of professional fee escrow account $ 32,517 Payment of restructuring fees (7,932 ) Net changes to restricted cash $ 24,585 3. Reflects the reclassification of $17.8 million debt issuance costs from prepaid expense to offset the Term Loan as well as the write-off of $2.2 million of certain assets which do not benefit the Successor Company. 4. Represents the reinstatement of certain accounts payable and accrued expenses that were previously classified as Liabilities subject to compromise as well as accrued state income taxes. 5. Represents the current and non-current portion, net of debt issuance costs of $18.0 million , of the Term Loan. 6. Represents the reinstatement of tax liabilities, lease liabilities and long-term deposits from Liabilities subject to compromise. 7. Represents the partial reinstatement of the deferred tax liability of $50.4 million of the original $237.2 million that was included in Liabilities subject to compromise. 8. Liabilities subject to compromise immediately prior to the Effective Date consisted of the following (dollars in thousands): Accounts payable and accrued expenses $ 66,515 Other liabilities 21,364 Deferred tax liability 237,247 Accounts payable, accrued expenses and other liabilities 325,126 Predecessor Term Loan 1,684,407 7.75% Senior Notes 610,000 Accrued interest 27,577 Long-term debt and accrued interest 2,321,984 Total Liabilities subject to compromise $ 2,647,110 Liabilities subject to compromise have been, or will be settled as follows in accordance with the Plan (dollars in thousands): Liabilities subject to compromise $ 2,647,110 Cash payments at the Effective Date (33,657 ) Liabilities reinstated at the Effective Date: Accounts payable (3,215 ) Other liabilities (21,160 ) Deferred tax liability (50,437 ) Total liabilities reinstated at the Effective Date (74,812 ) Adjustment for deferred tax liability impact (186,810 ) Fair value of common stock issued to Predecessor Term Loan holders, 7.75% Senior Notes holders and unsecured creditors (264,394 ) Fair value of warrants issued to Predecessor Term Loan holders, 7.75% Senior Notes holders and unsecured creditors (60,606 ) Fair value of Term Loan provided by Predecessor Term Loan holders (1,300,000 ) Gain on settlement of Liabilities subject to compromise $ 726,831 Refer to Note 12, "Stockholders' Equity" for the determination of fair value of equity issued to unsecured creditors. 9. Pursuant to the Plan, all equity interests of the Predecessor that were issuable or issued and outstanding immediately prior to the Effective Date were canceled. The elimination of the carrying value of the canceled equity interests was recorded as an offset to retained earnings (accumulated deficit). 10. In settlement of the Predecessor Term Loan, 7.75% Senior Notes, and other general unsecured claims, the Company issued new common stock and Successor warrants. 11. Adjustment made to accumulated deficit consisted of the following (dollars in thousands): Cancellation of Predecessor equity $ 1,397,917 Gain on settlement of Liabilities subject to compromise 726,831 Income tax benefit 184,005 Other items (2,550 ) Total adjustment to retained earnings $ 2,306,203 Fresh Start adjustments 12. Reflects the increase in net book value of property and equipment to the estimated fair value as of the Effective Date. The following table summarizes the components of property and equipment, net as of June 3, 2018, and the fair value as of the Effective Date (dollars in thousands): Estimated Useful Life Successor Company Predecessor Company Land N/A $ 159,464 $ 86,287 Broadcasting and other equipment 3 to 30 years 58,369 248,607 Computer and capitalized software costs 1 to 3 years 11,791 34,924 Furniture and fixtures 5 years 4,432 15,571 Leasehold improvements 5 years 24,089 46,471 Buildings 9 to 20 years 26,964 51,994 Construction in progress N/A 30,197 30,197 Property and equipment, gross 315,306 514,051 Less: accumulated depreciation — (320,477 ) Property and equipment, net $ 315,306 $ 193,574 To estimate the fair value of personal property such as broadcasting and other equipment, the Company utilized a combination of the cost approach and market approach. The Company recognized the contributory value associated with the necessary installation, engineering, and set-up costs related to the installed component of equipment by using the cost approach. The market approach was used for assets where a viable, transparent secondary market existed, such as motor vehicle assets. To estimate the fair value of real property, the Company considered the cost approach and sales comparison approach. Buildings were primarily valued using the cost approach, under which the Company developed a replacement cost new for the improvements and applied deductions for physical depreciation based on the age of the assets. Land was valued under the sales comparison approach, whereby the Company researched transactions involving comparable parcels to provide an indication of the fair value of the various subject parcels. 13. The Company recorded an adjustment to intangible assets of $147.9 million as follows (dollars in thousands): Successor Company Predecessor Company Difference Broadcast licenses $ 918,500 $ 1,203,809 $ (285,309 ) Other intangible assets 212,458 75,056 137,402 Total $ 1,130,958 $ 1,278,865 $ (147,907 ) The fair values of broadcasting licenses and other intangible assets were determined as follows: a. Broadcast licenses ( $918.5 million as of June 4, 2018): The fair value of broadcast licenses was determined using the Greenfield approach, a derivation of the income approach that isolates the income that is properly attributable to the license alone. It is based upon modeling a hypothetical "Greenfield" build-up to a normalized enterprise that, by design, lacks inherent goodwill and has other assets that have essentially been paid for or added as part of the build-up process. b. Other intangible assets ( $212.5 million as of June 4, 2018): i. Broadcasting, affiliate and producer relationships ( $162.0 million as of June 4, 2018): The customer relationship intangibles including broadcasting and affiliate and producer relationships were valued utilizing the excess earning method, a derivation of the income approach that considers cash flows related to the customers after accounting for a fair return to the other supporting assets of the business. ii. Trademarks and trade names ( $21.2 million as of June 4, 2018): In estimating the fair value of trademarks and trade names, management used the relief from royalty method, a derivation of the income approach, for analyzing the trade names. iii. Tower income contracts ( $15.1 million as of June 4, 2018): The fair value of these were determined utilizing a discounted cash flow analysis. iv. Advertiser backlog ( $12.0 million as of June 4, 2018): The fair value of advertiser backlog was analyzed using the multi-period excess earning method. Estimated duration of advertiser backlog as of the Effective Date was used as a point of recognition for net sales attributable to that backlog. v. Leasehold intangible asset, net ( $2.2 million as of June 4, 2018): The fair value of leasehold interests was determined utilizing a discounted cash flow analysis, wherein leases for real property were assessed for favorable or unfavorable contract rental rates. 14. Reflects the elimination of the Predecessor goodwill balance of $135.2 million . 15. Reflects the elimination of the carrying value of short-term deferred rent to adjust accounts payable and accrued expenses to estimated fair value. 16. Represents the fair value adjustment of the Term Loan including the elimination of debt issuance costs of $18.0 million incurred prior to and upon emergence from bankruptcy. The fair value of debt is comprised of $13.0 million of short-term debt and $1,287.0 million of long-term debt. The fair value of the Term Loan was determined based on a market approach utilizing market yields and was estimated to be 100% of par value. 17. Represents the increase of a liability related to a failed sale leaseback transaction and elimination of the carrying value of long-term deferred rent in accordance with fresh start reporting to adjust net book value to estimated fair value. 18. Reflects the impact of fresh start adjustments on deferred taxes. 19. Reflects the cumulative impact of the fresh start accounting adjustments discussed above on accumulated deficit as follows (dollars in thousands): Property and equipment fair value adjustment $ 121,732 Intangible assets fair value adjustment (147,907 ) Goodwill adjustment (135,214 ) Term Loan fair value adjustment (18,017 ) Other assets and liabilities fair value adjustments 115 Net loss on fresh start adjustments $ (179,291 ) Tax impact on fresh start adjustments 10,642 Net impact on retained earnings $ (168,649 ) |
Schedule of Reorganization Items | Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying Consolidated Statement of Operations as follows (dollars in thousands): Period from January 1, 2018 through June 3, 2018 Gain on settlement of liabilities subject to compromise (a) $ 726,831 Fresh start adjustments (b) (179,291 ) Professional fees (c) (54,386 ) Non-cash claims adjustments (d) (15,364 ) Rejected executory contracts (e) (5,976 ) Other (f) (5,613 ) Reorganization items, net $ 466,201 (a) Liabilities subject to compromise have been, or will be settled in accordance with the Plan. (b) Revaluation of certain assets and liabilities upon the adoption of fresh start accounting. (c) Legal, financial advisory and other professional costs directly associated with the reorganization process. (d) The carrying amount of certain claims were adjusted to the estimated value of the claim that will be allowed by the Bankruptcy Court. (e) Non-cash expenses to record estimated allowed claim amounts related to rejected executory contracts. (f) Federal Communications Commission filing and U.S. Trustee fees directly associated with the reorganization process and the write-off of Predecessor director and officer insurance policies. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Acquisitions and Dispositions [Abstract] | |
Schedule Of Asset Acquisition | The table below summarizes the purchase price allocation for the Entercom Swap (dollars in thousands): Assets Acquired Broadcast licenses $ 20,790 Property and equipment, net 1,711 Total assets acquired $ 22,501 Assets Disposed Broadcast licenses $ (23,565 ) Property and equipment, net (703 ) Other intangibles (395 ) Total assets disposed $ (24,663 ) |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The table below summarizes the purchase price allocation among the tangible and intangible assets acquired in the WKQX purchase (dollars in thousands): Allocation Amount FCC licenses $ 17,476 Property and equipment 524 Total purchase price $ 18,000 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenues disaggregated by revenue source (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Advertising revenues $ 1,096,705 $ 674,069 $ 445,019 Non-advertising revenues 16,740 12,367 8,905 Total Revenue $ 1,113,445 $ 686,436 $ 453,924 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of the following as of December 31, 2019 and 2018 (dollars in thousands): Estimated Useful Life December 31, 2019 December 31, 2018 Land N/A $ 73,261 $ 79,670 Broadcasting and other equipment 3 to 30 years 92,083 77,812 Computer and capitalized software costs 1 to 3 years 22,859 17,681 Furniture and fixtures 5 years 5,977 5,269 Leasehold improvements 5 years 27,118 25,812 Buildings 9 to 20 years 29,935 28,689 Construction in progress N/A 23,353 15,946 Property and equipment, gross 274,586 250,879 Less: accumulated depreciation (41,652 ) (14,981 ) Property and equipment, net $ 232,934 $ 235,898 |
Disclosure of Long Lived Assets Held-for-sale | The major categories of these assets held for sale are as follows (dollars in thousands): December 31, 2019 December 31, 2018 WABC Sale DC Land Total DC Land Property and equipment, net $ 7,054 $ 75,000 82,054 $ 80,000 FCC license 4,573 — 4,573 — Other intangibles, net 373 — 373 — Total $ 12,000 $ 75,000 $ 87,000 $ 80,000 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amount of goodwill is as follows (dollars in thousands): Total Balance as of January 1, 2018 (Predecessor Company) Goodwill $ 1,582,806 Accumulated impairment losses (1,447,592 ) Balance as of January 1, 2018 (Predecessor Company) $ 135,214 Balance as of June 3, 2018 (Predecessor Company) Goodwill $ 1,582,806 Accumulated impairment losses (1,447,592 ) Balance as of June 3, 2018 (Predecessor Company) $ 135,214 Impact of fresh start accounting (135,214 ) Balance as of June 4, 2018 (Successor Company) $ — |
Schedule of Indefinite-Lived Intangible Assets | The Company's intangible assets are as follows (dollars in thousands): Indefinite-Lived Definite-Lived Total Gross Carrying Amount FCC licenses Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of January 1, 2018 (Predecessor Company) $ 1,203,809 $ — $ — $ — $ — $ 82,994 $ 1,286,803 Dispositions — — — — — — — Balance as of June 3, 2018 (Predecessor Company) $ 1,203,809 $ — $ — $ — $ — $ 82,994 $ 1,286,803 Impact of fresh start accounting (285,309 ) 21,200 130,000 32,000 15,000 (68,736 ) (155,845 ) Balance as of June 4, 2018 (Successor Company) $ 918,500 $ 21,200 $ 130,000 $ 32,000 $ 15,000 $ 14,258 $ 1,130,958 Dispositions (324 ) (16 ) — — (17 ) (5 ) (362 ) Acquisitions (See Note 4) 17,476 — — — — — 17,476 Balance as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Accumulated Amortization Balance as of June 3, 2018 (Predecessor Company) $ — $ — $ — $ — $ — $ (7,938 ) $ (7,938 ) Impact of fresh start accounting — — — — — 7,938 7,938 Balance as of June 4, 2018 (Successor Company) $ — $ — $ — $ — $ — $ — $ — Amortization expense — — (6,894 ) (3,733 ) (971 ) (7,287 ) (18,885 ) Balance as of December 31, 2018 (Successor Company) $ — $ — $ (6,894 ) $ (3,733 ) $ (971 ) $ (7,287 ) $ (18,885 ) Net Book Value as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 123,106 $ 28,267 $ 14,012 $ 6,966 $ 1,129,187 Indefinite-Lived Definite-Lived Total Gross Carrying Amount Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Acquisitions (See Note 4) 24,111 — — — — — 24,111 Dispositions (107,973 ) (1,065 ) — — (1,065 ) (710 ) (110,813 ) Assets held for sale (See Note 7) (5,737 ) (198 ) — — (197 ) (132 ) (6,264 ) Impairment charges (15,563 ) — — — — — (15,563 ) Other (a) — — — — — (2,220 ) (2,220 ) Balance as of December 31, 2019 (Successor Company) $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Accumulated Amortization Balance as of December 31, 2018 (Successor Company) $ — $ — $ (6,894 ) $ (3,733 ) $ (971 ) $ (7,287 ) $ (18,885 ) Amortization Expense — — (11,818 ) (6,400 ) (1,558 ) (4,881 ) (24,657 ) Dispositions — — 115 691 806 Other (a) — — — — — 286 286 Balance as of December 31, 2019 (Successor Company) $ — $ — $ (18,712 ) $ (10,133 ) $ (2,414 ) $ (11,191 ) $ (42,450 ) Net Book Value as of December 31, 2019 (Successor Company) $ 830,490 $ 19,921 $ 111,288 $ 21,867 $ 11,307 $ — $ 994,873 (a) Reclassification of leasehold intangibles to right of use assets related to the adoption of ASC 842. |
Schedule of Finite-Lived Intangible Assets | The Company's intangible assets are as follows (dollars in thousands): Indefinite-Lived Definite-Lived Total Gross Carrying Amount FCC licenses Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of January 1, 2018 (Predecessor Company) $ 1,203,809 $ — $ — $ — $ — $ 82,994 $ 1,286,803 Dispositions — — — — — — — Balance as of June 3, 2018 (Predecessor Company) $ 1,203,809 $ — $ — $ — $ — $ 82,994 $ 1,286,803 Impact of fresh start accounting (285,309 ) 21,200 130,000 32,000 15,000 (68,736 ) (155,845 ) Balance as of June 4, 2018 (Successor Company) $ 918,500 $ 21,200 $ 130,000 $ 32,000 $ 15,000 $ 14,258 $ 1,130,958 Dispositions (324 ) (16 ) — — (17 ) (5 ) (362 ) Acquisitions (See Note 4) 17,476 — — — — — 17,476 Balance as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Accumulated Amortization Balance as of June 3, 2018 (Predecessor Company) $ — $ — $ — $ — $ — $ (7,938 ) $ (7,938 ) Impact of fresh start accounting — — — — — 7,938 7,938 Balance as of June 4, 2018 (Successor Company) $ — $ — $ — $ — $ — $ — $ — Amortization expense — — (6,894 ) (3,733 ) (971 ) (7,287 ) (18,885 ) Balance as of December 31, 2018 (Successor Company) $ — $ — $ (6,894 ) $ (3,733 ) $ (971 ) $ (7,287 ) $ (18,885 ) Net Book Value as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 123,106 $ 28,267 $ 14,012 $ 6,966 $ 1,129,187 Indefinite-Lived Definite-Lived Total Gross Carrying Amount Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2018 (Successor Company) $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Acquisitions (See Note 4) 24,111 — — — — — 24,111 Dispositions (107,973 ) (1,065 ) — — (1,065 ) (710 ) (110,813 ) Assets held for sale (See Note 7) (5,737 ) (198 ) — — (197 ) (132 ) (6,264 ) Impairment charges (15,563 ) — — — — — (15,563 ) Other (a) — — — — — (2,220 ) (2,220 ) Balance as of December 31, 2019 (Successor Company) $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Accumulated Amortization Balance as of December 31, 2018 (Successor Company) $ — $ — $ (6,894 ) $ (3,733 ) $ (971 ) $ (7,287 ) $ (18,885 ) Amortization Expense — — (11,818 ) (6,400 ) (1,558 ) (4,881 ) (24,657 ) Dispositions — — 115 691 806 Other (a) — — — — — 286 286 Balance as of December 31, 2019 (Successor Company) $ — $ — $ (18,712 ) $ (10,133 ) $ (2,414 ) $ (11,191 ) $ (42,450 ) Net Book Value as of December 31, 2019 (Successor Company) $ 830,490 $ 19,921 $ 111,288 $ 21,867 $ 11,307 $ — $ 994,873 (a) Reclassification of leasehold intangibles to right of use assets related to the adoption of ASC 842. |
Estimated Future Amortization Expense | As of December 31, 2019 , future amortization expense related to the Company's definite-lived intangible assets was estimated as follows (dollars in thousands): 2020 $ 19,743 2021 19,743 2022 19,743 2023 16,009 2024 13,343 Thereafter 55,881 Total definite-lived intangibles, net $ 144,462 |
Schedule of Valuation Assumptions For Impairment Assessments [Table Text Block] | Below are the key assumptions used in our annual impairment assessments: December 31, 2019 December 31, 2018 Discount rate 8.0 % 9.0 % Long-term revenue growth rate (0.75 )% (0.75 )% Mature operating profit margin for average stations in the markets where the Company operates 20% – 30% 26% – 28% |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Components of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of December 31, 2019 and 2018 (dollars in thousands): December 31, 2019 December 31, 2018 Accrued employee costs $ 26,417 $ 23,599 Accrued third party content costs 31,006 28,963 Accounts payable 861 11,695 Accrued other 39,243 37,063 Total accounts payable and accrued expenses $ 97,527 $ 101,320 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Components of Long-term Debt | The Company's long-term debt consisted of the following as of December 31, 2019 and December 31, 2018 (dollars in thousands): December 31, 2019 December 31, 2018 Term Loan due 2022 $ — $ 1,243,299 Less: current portion of Term Loan due 2022 — (13,000 ) Term Loan due 2026 523,688 — Less: current portion of Term Loan due 2026 (5,250 ) — 6.75% Senior Notes 500,000 — Less: current portion of 6.75% Senior Notes — — Less: Total unamortized debt issuance costs $ (11,945 ) — Total long-term debt, net, excluding current maturities $ 1,006,493 $ 1,230,299 |
Future Maturities of Long-Term Debt | Future maturities of the Term Loan due 2026 and 6.75% Senior Notes (dollars in thousands): 2020 $ 5,250 2021 5,250 2022 5,250 2023 5,250 2024 5,250 Thereafter 997,438 Total $ 1,023,688 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Gross Amounts and Fair Value of Company's First Lien Term Loan, Second Lien Term Loan, Revolving Credit Facility and 7.75% Senior Notes | The following table shows the gross amount and fair value of the Term Loan due 2022, Term Loan due 2026 and the 6.75% Senior Notes (dollars in thousands): December 31, 2019 December 31, 2018 Term Loan due 2022: Gross value $ — $ 1,243,299 Fair value - Level 2 — 1,182,688 Term Loan due 2026: Gross value $ 523,688 $ — Fair value - Level 2 528,684 — 6.75% Senior Notes: Gross value $ 500,000 $ — Fair value - Level 2 533,250 — |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Shares/Units Available For Grant | Shares available for grant as of December 31, 2019 and the activity during the year ended December 31, 2019 are as follows: Total Balance as of December 31, 2018 1,041,068 Restricted stock units granted (1) (248,155 ) Options granted — Options forfeited 23,826 Options expired — Restricted stock units forfeited (1) 12,352 Balance as of December 31, 2019 829,091 (1) Includes time-based and performance-based RSUs |
Share-based Payment Arrangement, Option, Activity | The following table summarizes changes in outstanding stock options during the twelve months ended December 31, 2019 , as well as stock options that are vested and expected to vest and stock options exercisable as of December 31, 2019 : Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (2) Outstanding as of December 31, 2018 581,124 $ 25.47 4.4 $ — Granted — — — Exercised — — — Forfeited (23,826 ) $ 25.70 — Expired — — — Outstanding as of December 31, 2019 557,298 $ 25.46 3.4 $ — Exercisable as of December 31, 2019 180,424 $ 24.97 Vested and expected to vest as of December 31, 2019 557,298 $ 25.46 3.4 $ — (2) Amounts represent the difference between the exercise price and the fair value of common stock at each year end for all the "in-the-money" options outstanding based on the fair value per share of common stock as of each respective fiscal year end. The following table summarizes changes in outstanding options and the related weighted-average exercise price per share for the period from June 4, 2018 to December 31, 2018: Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Outstanding as of June 4, 2018 — $ — Granted 581,124 25.47 Exercised — — Forfeited — — Expired — — Outstanding as of December 31, 2018 581,124 $ 25.47 Exercisable as of December 31, 2018 14,180 $ 18.75 Vested and expected to vest as of December 31, 2018 581,124 $ 25.47 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The per-share fair value of each stock option with service conditions only granted on or about the Effective Date was determined on the grant date using the Black-Scholes option pricing model with the following assumptions: Period from June 4, 2018 through December 31, 2018 Expected term (in years) 5.0 Risk-free interest rate 2.44 % Expected volatility 75 % Expected dividend yield 0 % |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the activities for our RSUs for the year ended December 31, 2019 and the period June 4, 2018 through December 31, 2018 and the related weighted-average grant date fair value: Number of RSUs Weighted-Average Grant Date Fair Value Nonvested as of June 4, 2018 — $ — Granted 600,031 15.00 Vested (122,063 ) 15.00 Forfeited — — Nonvested as of December 31, 2018 477,968 $ 15.00 Granted 248,155 14.16 Vested (239,053 ) 15.22 Forfeited (12,352 ) 14.84 Nonvested as of December 31, 2019 474,718 $ 14.46 Expected to vest as of December 31, 2019 474,718 $ 14.46 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The total stock-based compensation expense included in "Corporate expenses" in the accompanying Consolidated Statements of Operations for the year ended December 31, 2019 , and period from June 4, 2018 through December 31, 2018 was as follows (dollars in thousands): Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Stock option grants $ 1,326 $ 853 Restricted stock unit grants 3,975 2,551 Total expense $ 5,301 $ 3,404 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense (Benefit) | Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Current income tax expense Federal $ 10,952 $ 6,170 $ (1,430 ) State and local 2,656 8,888 4,026 Total current income tax expense $ 13,608 $ 15,058 $ 2,596 Deferred income tax expense (benefit) Federal $ 6,999 $ (20,641 ) $ (138,311 ) State and local 1,656 (6,770 ) (41,144 ) Total deferred tax 8,655 (27,411 ) (179,455 ) Total income tax expense (benefit) $ 22,263 $ (12,353 ) $ (176,859 ) |
Total Income Tax Expense (Benefit) Differed From Amount Computed by Applying Federal Statutory Tax Rate | Total income tax expense (benefit) differed from the amount computed by applying the federal statutory tax rate of 21.0% for the Successor Company year ended December 31, 2019, and Successor Company period June 4, 2018 through December 31, 2018 and the Predecessor Company period January 1, 2018 through June 3, 2018, as a result of the following (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Computed income tax expense at federal statutory rate on pre-tax income $ 17,539 $ 10,284 $ 109,052 State income tax expense, net of federal tax benefit 4,415 7,493 (25,288 ) Bankruptcy costs 446 (19,088 ) 12,286 Change in state tax rates — (819 ) 78 Section 162 disallowance 936 472 187 Change in valuation allowance — (104,629 ) 29,188 Worthless stock loss — — (115,439 ) Tax effect of sale of assets — 72,797 (73,205 ) Cancellation of debt income — 22,087 (152,099 ) Other reorganization charges — — 35,331 Change in uncertain tax positions — (2,733 ) — Provision to return (1,564 ) 1,244 — Other adjustments 491 539 3,050 Net income tax expense (benefit) $ 22,263 $ (12,353 ) $ (176,859 ) |
Tax Effects of Temporary Differences That Give Rise to Significant Portions of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2019 and 2018 are presented below (dollars in thousands): 2019 2018 Deferred income tax assets: Accounts receivable $ 1,332 $ 962 Leases 42,374 — Other liabilities 4,980 7,076 Debt costs 841 — Interest limitation 3,966 1,335 Tax credits — 41 Net operating loss — 8,304 Total deferred income tax assets before valuation allowance 53,493 17,718 Less: valuation allowance — — Total deferred tax assets $ 53,493 $ 17,718 Deferred income tax liabilities: Intangible assets $ 12,992 $ 6,610 Property and equipment 22,465 23,492 Leases 36,666 — Other 2,408 — Total deferred income tax liabilities $ 74,531 $ 30,102 Total net deferred income tax liabilities $ 21,038 $ 12,384 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reconciles uncertain tax positions during the relevant years (dollars in thousands): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Balance at beginning of period $ 5,787 $ 8,466 $ 8,587 Increases for prior year tax positions — — 176 Decreases for prior year tax positions (120 ) (834 ) (297 ) Decreases relating to settlements with taxing authorities and other (16 ) (73 ) — Decreases due to lapse of statute of limitations — (1,772 ) — Balance at end of period $ 5,651 $ 5,787 $ 8,466 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | The following table presents the reconciliation of basic to diluted weighted average common shares (dollars in thousands, except per share data): Successor Company Predecessor Company Year Ended December 31, 2019 Period from June 4, 2018 through December 31, 2018 Period from January 1, 2018 through June 3, 2018 Basic Earnings Per Share Numerator: Undistributed net income from operations $ 61,257 $ 61,425 $ 696,156 Basic net income attributable to common shares $ 61,257 $ 61,425 $ 696,156 Denominator: Basic weighted average shares outstanding 20,131 20,028 29,338 Basic undistributed net income per share attributable to common shares $ 3.04 $ 3.07 $ 23.73 Diluted Earnings Per Share Numerator: Undistributed net income from operations $ 61,257 $ 61,425 $ 696,156 Diluted net income attributable to common shares $ 61,257 $ 61,425 $ 696,156 Denominator: Basic weighted average shares outstanding 20,131 20,028 29,338 Effect of dilutive options and restricted stock units 153 136 — Diluted weighted average shares outstanding 20,284 20,164 29,338 Diluted undistributed net income per share attributable to common shares $ 3.02 $ 3.05 $ 23.73 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The following table presents the Company's total right-of-use assets and lease liabilities as of December 31, 2019 (dollars in thousands): Balance Sheet Location December 31, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 143,436 Finance, net of accumulated amortization of $352 Other assets 380 Total Assets $ 143,816 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 34,462 Finance Accounts payable and accrued liabilities 234 Noncurrent Operating Operating lease liabilities 111,184 Finance Other liabilities 146 Total Liabilities $ 146,026 |
Lease Cost | The following table presents the total lease cost for the year ended December 31, 2019 (dollars in thousands): Statement of Operations Location Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 37,750 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 414 Interest on lease liabilities Interest expense 42 Total Lease Cost $ 38,206 The following tables present other supplementary information for the year ended December 31, 2019 (dollars in thousands): Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 22,370 Operating cash flows from finance leases 42 Financing cash flows from finance leases 414 Financing cash flows from failed sale leaseback 1,193 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 22,922 Weighted Average Remaining Lease Term (in years) Operating leases 7.99 Finance leases 2.22 Weighted Average Discount Rate Operating leases 7.45 % Finance leases 7.44 % |
Operating Lease Maturity | As of December 31, 2019 , future minimum lease payments, as defined under ASC 842, for the following five fiscal years and thereafter were as follows (dollars in thousands): Operating Leases Finance Leases Total 2020 $ 32,772 $ 233 $ 33,005 2021 26,704 112 26,816 2022 24,536 49 24,585 2023 22,773 14 22,787 2024 18,673 3 18,676 Thereafter 70,804 — 70,804 Total lease payments $ 196,262 $ 411 $ 196,673 Less: imputed interest (50,616 ) (31 ) (50,647 ) Total $ 145,646 $ 380 $ 146,026 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, Leases , under non-cancelable operating leases for the following five fiscal years and thereafter were as follows (dollars in thousands): Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 — 1,603 24,320 2022 19,885 — 1,650 21,535 2023 16,280 — 1,701 17,981 Thereafter 45,959 — 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 |
Finance Leases Maturity | As of December 31, 2019 , future minimum lease payments, as defined under ASC 842, for the following five fiscal years and thereafter were as follows (dollars in thousands): Operating Leases Finance Leases Total 2020 $ 32,772 $ 233 $ 33,005 2021 26,704 112 26,816 2022 24,536 49 24,585 2023 22,773 14 22,787 2024 18,673 3 18,676 Thereafter 70,804 — 70,804 Total lease payments $ 196,262 $ 411 $ 196,673 Less: imputed interest (50,616 ) (31 ) (50,647 ) Total $ 145,646 $ 380 $ 146,026 As of December 31, 2018, future minimum lease payments, as defined under the previous lease accounting guidance of ASC Topic 840, Leases , under non-cancelable operating leases for the following five fiscal years and thereafter were as follows (dollars in thousands): Year Ending December 31: Future Minimum Rent Under Operating Leases Future Minimum Sublease Income Future Minimum Commitments Under Failed Sale Leaseback Agreement Net Commitments 2019 $ 34,356 $ (1,719 ) $ 1,193 $ 33,830 2020 29,242 (1,719 ) 1,557 29,080 2021 22,717 — 1,603 24,320 2022 19,885 — 1,650 21,535 2023 16,280 — 1,701 17,981 Thereafter 45,959 — 2,052 48,011 $ 168,439 $ (3,438 ) $ 9,756 $ 174,757 |
Sale Leaseback Maturity | Future minimum payments related to the Company's failed sale-leaseback as of December 31, 2019 were as follows (dollars in thousands): Total 2020 $ 1,557 2021 1,603 2022 1,650 2023 1,701 2024 1,751 Thereafter 301 Total lease payments $ 8,563 |
Lease Receivable, Maturity | Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2019 were as follows (dollars in thousands): Operating Leases 2020 $ 2,998 2021 2,442 2022 2,129 2023 1,681 2024 959 Thereafter 1,783 Total lease receivables $ 11,992 |
Nature of Business, Basis of _4
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Detail) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2019segmentmarketstation | Jun. 03, 2018USD ($) | Dec. 31, 2018USD ($)station | Sep. 30, 2019segment | Dec. 31, 2019USD ($)marketstation | Dec. 31, 2018USD ($)station | |
Accounting Policies [Abstract] | ||||||
Number of owned and operated stations | station | 428 | |||||
Number of markets | market | 87 | 87 | ||||
Number of radio stations | station | 8,000 | 8,000 | ||||
Number of reporting units | segment | 1 | 2 | ||||
Advertising expense | $ 2,600 | $ 4,600 | $ 6,000 | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock-based compensation expense | 231 | 3,404 | 5,301 | |||
Trade revenue | 18,973 | 26,516 | 45,308 | |||
Trade expense | 17,964 | 27,098 | 44,378 | |||
Increase for prior year positions | 176 | $ 0 | 0 | $ 900 | ||
Marketing Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of radio stations under local marketing agreement | station | 2 | 2 | ||||
Revenue | $ 2,600 | $ 3,500 | $ 3,500 |
Nature of Business, Basis of _5
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 143,436 | |
Operating lease liabilities | $ 145,646 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 156,100 | |
Operating lease liabilities | $ 154,500 |
Nature of Business, Basis of _6
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Supplemental Cash Flow Information) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2017 |
Supplemental disclosures of cash flow information: | |||||
Interest paid | $ 49,785 | $ 76,846 | |||
Adequate protection payments on the Predecessor Term Loan | $ 37,802 | 0 | 0 | ||
Income taxes paid | 1,992 | 7,266 | 18,590 | ||
Supplemental disclosures of non-cash flow information: | |||||
Trade revenue | 18,973 | 26,516 | 45,308 | ||
Trade expense | 17,964 | 27,098 | 44,378 | ||
Transfer of deposit from escrow - WKQX acquisition | 0 | 4,750 | |||
Supplemental disclosures of non-cash reorganization items impact on changes in assets and liabilities: | |||||
Accounts receivable | (11) | ||||
Prepaid expenses and other current assets | 21,077 | ||||
Property and equipment | (121,732) | ||||
Other intangible assets, goodwill and other assets | 283,217 | ||||
Accounts payable, accrued expenses and other liabilities | (36,415) | ||||
Issuance of Successor Company Term Loan | 1,300,000 | ||||
Cancellation of Predecessor Company stockholders' equity | $ (1,397,917) | 649,620 | |||
Issuance of Successor Company stockholders' equity | (325,000) | ||||
Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheet: | |||||
Cash and cash equivalents | 50,046 | 27,584 | 15,142 | ||
Restricted cash | 38,305 | 2,454 | 1,865 | ||
Total cash and cash equivalents and restricted cash | 88,351 | $ 30,038 | $ 17,007 | $ 111,890 | |
7.78% Senior Notes | |||||
Supplemental disclosures of non-cash reorganization items impact on changes in assets and liabilities: | |||||
Cancellation of debt | (610,000) | ||||
Term Loan | |||||
Supplemental disclosures of non-cash reorganization items impact on changes in assets and liabilities: | |||||
Cancellation of debt | $ (1,684,407) |
Emergence from Chapter 11 (Deta
Emergence from Chapter 11 (Detail) | Jun. 04, 2018USD ($)director$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Jun. 03, 2018USD ($)$ / sharesshares | May 13, 2011 |
Debt Instrument [Line Items] | |||||
Cancellation of certain prepetition obligations | $ | $ 2,647,110,000 | $ 2,647,110,000 | |||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||
Number of independent directors selected by the holders of the Term Loan (director) | director | 6 | ||||
Senior Notes | Senior Notes at 7.75% | |||||
Debt Instrument [Line Items] | |||||
Cancellation of certain prepetition obligations | $ | $ 610,000,000 | ||||
Interest rate | 7.75% | 7.75% | |||
Pro rata share of new common stock and warrants (percent) | 16.50% | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Cancellation of certain prepetition obligations | $ | $ 1,700,000,000 | ||||
Term Loan | Amended and Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Term Loan entered into by the Successor Company | $ | $ 1,300,000,000 | ||||
Pro rata share of new common stock and warrants (percent) | 83.50% | ||||
Class A Common Stock | |||||
Debt Instrument [Line Items] | |||||
Common stock, par value (USD per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.01 | |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 93,750,000 | |
Common stock, shares issued (in shares) | 11,052,211 | 15,750,097 | 12,995,080 | ||
Class B Common Stock | |||||
Debt Instrument [Line Items] | |||||
Common stock, par value (USD per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.01 | |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 75,000,000 | |
Common stock, shares issued (in shares) | 5,218,209 | 1,926,848 | 3,560,604 | ||
Class C common stock | |||||
Debt Instrument [Line Items] | |||||
Common stock, par value (USD per share) | $ / shares | $ 0.01 | ||||
Common stock, shares authorized (in shares) | 80,609 | ||||
Series 1 warrants | |||||
Debt Instrument [Line Items] | |||||
Number of warrants issued (shares) | 3,016,853 | ||||
Series 2 warrants | |||||
Debt Instrument [Line Items] | |||||
Number of warrants issued (shares) | 712,736 |
Fresh Start Accounting (Narrati
Fresh Start Accounting (Narrative) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 03, 2018 |
Fresh-Start Adjustment [Line Items] | ||||
Estimated enterprise value | $ 1,675,000 | |||
Prepaid expenses and other current assets | $ 49,912 | |||
Asset write off | 2,200 | |||
Debt issuance costs | 18,000 | |||
Deferred tax liabilities | 50,400 | $ 21,038 | $ 12,384 | |
Deferred tax liability, subject to compromise | 50,437 | 237,247 | ||
Intangible assets fair value adjustment | (1,130,958) | $ (1,278,865) | ||
Goodwill | (135,214) | |||
Short-term debt | 13,000 | |||
Term loan | $ 1,287,000 | |||
Fair value of debt as a percentage of par value (percent) | 100.00% | |||
Total cash paid by the Predecessor Company | $ 57,800 | |||
Minimum | ||||
Fresh-Start Adjustment [Line Items] | ||||
Estimated enterprise value | $ 1,500,000 | |||
Maximum | ||||
Fresh-Start Adjustment [Line Items] | ||||
Estimated enterprise value | 1,700,000 | |||
Reorganization Adjustments | ||||
Fresh-Start Adjustment [Line Items] | ||||
Prepaid expenses and other current assets | (19,990) | |||
Fresh Start Adjustments | ||||
Fresh-Start Adjustment [Line Items] | ||||
Intangible assets fair value adjustment | 147,907 | |||
Goodwill | (135,214) | |||
Term loan | 18,017 | |||
Term Loan | Reorganization Adjustments | ||||
Fresh-Start Adjustment [Line Items] | ||||
Prepaid expenses and other current assets | $ 17,800 | |||
Senior Notes at 7.75% | ||||
Fresh-Start Adjustment [Line Items] | ||||
Interest rate | 7.75% |
Fresh Start Accounting (Reconci
Fresh Start Accounting (Reconciliation of Reorganization Value) (Detail) $ in Thousands | Jun. 04, 2018USD ($) |
Reorganizations [Abstract] | |
Enterprise Value | $ 1,675,000 |
Less: Cash balance difference | (20,000) |
Less: Effect of deferred tax liability | (30,000) |
Plus: Fair value of non-debt current liabilities | 114,573 |
Plus: Fair value of non-debt long term liabilities | 63,921 |
Reorganization value | $ 1,803,494 |
Fresh Start Accounting (Schedul
Fresh Start Accounting (Schedule of Adjustments Set Forth in the Statement of Financial Position) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 108,480 | |
Restricted cash | 13,720 | |
Accounts receivable | 215,724 | |
Trade receivable | 5,221 | |
Prepaid expenses and other current assets | 49,912 | |
Total current assets | 393,057 | |
Property and equipment, net | 193,574 | |
Broadcast licenses | 1,203,809 | |
Other intangible assets, net | 75,056 | |
Goodwill | 135,214 | |
Other assets | 18,012 | |
Total assets | 2,018,722 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 108,448 | |
Total current liabilities | 108,448 | |
Other liabilities | 2,801 | |
Total non-current liabilities | 2,801 | |
Liabilities subject to compromise | 2,647,110 | |
Total liabilities | 2,758,359 | |
Stockholders' (deficit) equity: | ||
Predecessor treasury stock | (229,310) | |
Predecessor additional paid-in-capital | 1,626,906 | |
(Accumulated deficit) retained earnings | (2,137,554) | |
Total stockholders' (deficit) equity | (739,637) | |
Total liabilities and stockholders' (deficit) | 2,018,722 | |
Fresh-Start Adjustment, Assets | ||
Property and equipment, net | $ 315,306 | 193,574 |
Goodwill | (135,214) | |
Fresh-Start Adjustment, Liabilities and Stockholders' Equity | ||
Net impact on retained earnings | 2,306,203 | |
Current assets: | ||
Cash and cash equivalents | 50,046 | |
Restricted cash | 38,305 | |
Accounts receivable | 215,724 | |
Trade receivable | 5,221 | |
Prepaid expenses and other current assets | 29,922 | |
Total current assets | 339,218 | |
Property and equipment, net | 315,306 | |
Broadcast licenses | 918,500 | |
Other intangible assets, net | 212,458 | |
Other assets | 18,012 | |
Total assets | 1,803,494 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 114,573 | |
Current portion of Term Loan | 13,000 | |
Total current liabilities | 127,573 | |
Term loan | 1,287,000 | |
Other liabilities | 24,126 | |
Deferred income taxes | 39,795 | |
Total non-current liabilities | 1,350,921 | |
Total liabilities | 1,478,494 | |
Stockholders' (deficit) equity: | ||
Successor additional-paid-in-capital | 325,000 | |
Total stockholders' (deficit) equity | 325,000 | |
Total liabilities and stockholders' (deficit) | 1,803,494 | |
Class A Common Stock | ||
Stockholders' (deficit) equity: | ||
Predecessor common stock | 320 | |
Class C Common Stock | ||
Stockholders' (deficit) equity: | ||
Predecessor common stock | $ 1 | |
Fresh Start Adjustments | ||
Fresh-Start Adjustment, Assets | ||
Property and equipment, net | 121,732 | |
Broadcast licenses | (285,309) | |
Other intangible assets, net | 137,402 | |
Goodwill | (135,214) | |
Total assets | (161,389) | |
Fresh-Start Adjustment, Liabilities and Stockholders' Equity | ||
Accounts payable and accrued expenses | (128) | |
Total current liabilities | (128) | |
Term loan | 18,017 | |
Other liabilities | 13 | |
Deferred income taxes | (10,642) | |
Total non-current liabilities | 7,388 | |
Total liabilities | 7,260 | |
Net impact on retained earnings | (168,649) | |
Total stockholders' (deficit) equity | (168,649) | |
Total liabilities and stockholders' (deficit) | (161,389) | |
Reorganization Adjustments | ||
Current assets: | ||
Cash and cash equivalents | (58,434) | |
Restricted cash | 24,585 | |
Accounts receivable | 0 | |
Prepaid expenses and other current assets | (19,990) | |
Total current assets | (53,839) | |
Total assets | (53,839) | |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,253 | |
Current portion of Term Loan | 13,000 | |
Total current liabilities | 19,253 | |
Term loan | 1,268,983 | |
Other liabilities | 21,312 | |
Deferred income taxes | 50,437 | |
Total non-current liabilities | 1,340,732 | |
Liabilities subject to compromise | (2,647,110) | |
Total liabilities | (1,287,125) | |
Stockholders' (deficit) equity: | ||
Predecessor treasury stock | 229,310 | |
Predecessor additional paid-in-capital | (1,626,906) | |
(Accumulated deficit) retained earnings | 2,306,203 | |
Total stockholders' (deficit) equity | 1,233,286 | |
Total liabilities and stockholders' (deficit) | (53,839) | |
Stockholders' (deficit) equity: | ||
Successor additional-paid-in-capital | 325,000 | |
Reorganization Adjustments | Class A Common Stock | ||
Stockholders' (deficit) equity: | ||
Predecessor common stock | (320) | |
Reorganization Adjustments | Class C Common Stock | ||
Stockholders' (deficit) equity: | ||
Predecessor common stock | $ (1) |
Fresh Start Accounting (Cash Pa
Fresh Start Accounting (Cash Payments) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 |
Reorganizations [Abstract] | ||
Payment of professional fees | $ 3,118 | $ 54,386 |
Adequate protection payment | 1,326 | |
Payment of contract cure claims | 20,341 | |
Funding of professional fee escrow amount | 32,517 | |
Other fees and expenses | 1,132 | $ 5,613 |
Net cash payments | $ 58,434 |
Fresh Start Accounting (Net Res
Fresh Start Accounting (Net Restricted Cash) (Detail) $ in Thousands | Jun. 04, 2018USD ($) |
Reorganizations [Abstract] | |
Funding of professional fee escrow account | $ 32,517 |
Payment of restructuring fees | (7,932) |
Net changes to restricted cash | $ 24,585 |
Fresh Start Accounting (Sched_2
Fresh Start Accounting (Schedule of Liabilities Subject of Compromise) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 |
Debt Instrument [Line Items] | ||
Accounts payable and accrued expenses | $ 66,515 | |
Other liabilities | 21,364 | |
Deferred tax liability | $ 50,437 | 237,247 |
Accounts payable, accrued expenses and other liabilities | 325,126 | |
Accrued interest | 27,577 | |
Long-term debt and accrued interest | 2,321,984 | |
Total liabilities subject to compromise | 2,647,110 | 2,647,110 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,684,407 | |
Total liabilities subject to compromise | $ 1,700,000 | |
Senior Notes at 7.75% | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 610,000 |
Fresh Start Accounting (Cumulat
Fresh Start Accounting (Cumulative Impact of Reorganization Adjustments) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 |
Reorganizations [Abstract] | ||
Total liabilities subject to compromise | $ 2,647,110 | $ 2,647,110 |
Cash payments at the Effective Date | (33,657) | |
Accounts payable | (3,215) | |
Other liabilities | (21,160) | |
Deferred tax liability | (50,437) | $ (237,247) |
Total liabilities reinstated at the Effective Date | (74,812) | |
Adjustment for deferred tax liability impact | (186,810) | |
Fair value of common stock issued to Predecessor Term Loan holders, 7.75% Senior Notes holders and unsecured creditors | (264,394) | |
Fair value of warrants issued to Predecessor Term Loan holders, 7.75% Senior Notes holders and unsecured creditors | (60,606) | |
Fair value of Term Loan provided by Predecessor Term Loan holders | (1,300,000) | |
Gain on settlement of Liabilities subject to compromise | $ 726,831 |
Fresh Start Accounting (Adjustm
Fresh Start Accounting (Adjustments to Accumulated Deficit) (Detail) $ in Thousands | Jun. 04, 2018USD ($) |
Reorganizations [Abstract] | |
Cancellation of Predecessor equity | $ 1,397,917 |
Gain on settlement of Liabilities subject to compromise | 726,831 |
Income tax benefit | 184,005 |
Other items | (2,550) |
Total adjustment to retained earnings | $ 2,306,203 |
Fresh Start Accounting (Summary
Fresh Start Accounting (Summary of the Components of Property, Plant, and Equipment, Net) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Dec. 31, 2019 | Jun. 03, 2018 |
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, gross | $ 315,306 | $ 514,051 | |
Less: accumulated depreciation | 0 | (320,477) | |
Property and equipment, net | 315,306 | 193,574 | |
Land | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, gross | 159,464 | 86,287 | |
Broadcasting and other equipment | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, gross | 58,369 | 248,607 | |
Computer and capitalized software costs | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, gross | $ 11,791 | 34,924 | |
Furniture and fixtures | |||
Fresh-Start Adjustment [Line Items] | |||
Estimated Useful Life | 5 years | 5 years | |
Property and equipment, gross | $ 4,432 | 15,571 | |
Leasehold improvements | |||
Fresh-Start Adjustment [Line Items] | |||
Estimated Useful Life | 5 years | 5 years | |
Property and equipment, gross | $ 24,089 | 46,471 | |
Buildings | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, gross | 26,964 | 51,994 | |
Construction in progress | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, gross | $ 30,197 | $ 30,197 | |
Minimum | Broadcasting and other equipment | |||
Fresh-Start Adjustment [Line Items] | |||
Estimated Useful Life | 3 years | 3 years | |
Minimum | Computer and capitalized software costs | |||
Fresh-Start Adjustment [Line Items] | |||
Estimated Useful Life | 1 year | 1 year | |
Minimum | Buildings | |||
Fresh-Start Adjustment [Line Items] | |||
Estimated Useful Life | 9 years | 9 years | |
Maximum | Broadcasting and other equipment | |||
Fresh-Start Adjustment [Line Items] | |||
Estimated Useful Life | 30 years | 30 years | |
Maximum | Computer and capitalized software costs | |||
Fresh-Start Adjustment [Line Items] | |||
Estimated Useful Life | 3 years | 3 years | |
Maximum | Buildings | |||
Fresh-Start Adjustment [Line Items] | |||
Estimated Useful Life | 20 years | 20 years |
Fresh Start Accounting (Intangi
Fresh Start Accounting (Intangible Assets) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 |
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | $ 1,130,958 | $ 1,278,865 |
Fresh Start Adjustments | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | (147,907) | |
FCC licenses | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | 918,500 | 1,203,809 |
FCC licenses | Fresh Start Adjustments | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | (285,309) | |
Other intangibles, net | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | 212,458 | $ 75,056 |
Other intangibles, net | Fresh Start Adjustments | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | 137,402 | |
Broadcasting, Affiliate and Producer Relationships | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | 162,000 | |
Trademarks and Trade Names | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | 21,200 | |
Tower income contracts | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | 15,100 | |
Advertiser Backlog | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | 12,000 | |
Leasehold Intangible Asset | ||
Fresh-Start Adjustment [Line Items] | ||
Intangible assets fair value adjustment | $ 2,200 |
Fresh Start Accounting (Accumul
Fresh Start Accounting (Accumulated Deficit Adjustments) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 |
Fresh-Start Adjustment [Line Items] | ||
Property and equipment fair value adjustment | $ 315,306 | $ 193,574 |
Intangible assets fair value adjustment | 1,130,958 | $ 1,278,865 |
Goodwill adjustment | (135,214) | |
Net impact on retained earnings | 2,306,203 | |
Fresh Start Adjustments | ||
Fresh-Start Adjustment [Line Items] | ||
Property and equipment fair value adjustment | 121,732 | |
Intangible assets fair value adjustment | (147,907) | |
Goodwill adjustment | (135,214) | |
Term Loan fair value adjustment | (18,017) | |
Other assets and liabilities fair value adjustments | 115 | |
Net loss on fresh start adjustments | (179,291) | |
Tax impact on fresh start adjustments | 10,642 | |
Net impact on retained earnings | $ (168,649) |
Fresh Start Accounting (Sched_3
Fresh Start Accounting (Schedule on Reorganization Items Incurred) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Jun. 03, 2018 |
Reorganizations [Abstract] | ||
Gain on settlement of liabilities subject to compromise | $ 726,831 | |
Fresh start adjustments | (179,291) | |
Professional fees | $ (3,118) | (54,386) |
Non-cash claims adjustments | (15,364) | |
Rejected executory contracts | (5,976) | |
Other | $ (1,132) | (5,613) |
Reorganization items, net | $ 466,201 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Entercom Swap) (Details) - Entercom Swap $ in Thousands | May 09, 2019USD ($) |
Assets Acquired | |
Broadcast licenses | $ 20,790 |
Property and equipment, net | 1,711 |
Total assets acquired | 22,501 |
Assets Disposed | |
Broadcast licenses | (23,565) |
Property and equipment, net | (703) |
Other intangibles | (395) |
Total assets disposed | $ (24,663) |
Acquisitions and Dispositions_3
Acquisitions and Dispositions (Narrative) (Details) | Jul. 15, 2019USD ($) | Jun. 26, 2019USD ($) | May 31, 2019USD ($) | May 09, 2019USD ($) | Jun. 03, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Apr. 10, 2018USD ($) | Apr. 03, 2018USD ($) | Mar. 31, 2018station | Mar. 09, 2018station |
Asset Acquisition [Line Items] | |||||||||||
Gain on sale of assets or stations | $ (158,000) | $ (103,000) | $ 55,403,000 | ||||||||
Merlin Media, LLC LMA | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Programmed radio stations | station | 2 | ||||||||||
Number of stations not programed | station | 1 | ||||||||||
Educational Media Foundation | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Gain on sale of assets or stations | 47,600,000 | ||||||||||
Proceeds from sale of assets | $ 103,500,000 | ||||||||||
Meruelo Media | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Gain (loss) on disposition of assets | 10,500,000 | ||||||||||
Proceeds from sale of assets | $ 43,000,000 | ||||||||||
Entercom Swap | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Gain (loss) on disposition of assets | (2,200,000) | ||||||||||
Total assets acquired | $ 22,501,000 | ||||||||||
Connoisseur Swap | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Gain (loss) on disposition of assets | $ 0 | ||||||||||
Total assets acquired | $ 3,700,000 | ||||||||||
Merlin Media | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Asset purchase agreement | $ 18,000,000 | ||||||||||
Escrow payment | $ 4,750,000 |
(Summary of Intangible Assets A
(Summary of Intangible Assets Acquired) (Detail) - WKQX $ in Thousands | Jun. 15, 2018USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 18,000 |
FCC licenses | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | 17,476 |
Property and equipment | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 524 |
Revenues (Disaggregated by Reve
Revenues (Disaggregated by Revenue Source) (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 453,924 | $ 686,436 | $ 1,113,445 |
Advertising Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 445,019 | 674,069 | 1,096,705 |
Non-Advertising Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 8,905 | $ 12,367 | $ 16,740 |
Revenues (Non-Advertising Reven
Revenues (Non-Advertising Revenues) (Detail) | Dec. 31, 2019 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Lessor, operating lease, term of contract | 1 year |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Lessor, operating lease, term of contract | 5 years |
Revenues (Capitalized Costs of
Revenues (Capitalized Costs of Obtaining a Contract) (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer asset | $ 7.9 | $ 6.5 |
Revenues (Capitalized Costs o_2
Revenues (Capitalized Costs of Obtaining a Contract - 2) (Details) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Capitalized contract cost, impairment loss | $ 0 | $ 0 | $ 0 |
Capitalized contract cost, amortization | $ 400,000 | $ 1,900,000 | $ 6,100,000 |
Restricted Cash (Narrative) (De
Restricted Cash (Narrative) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 03, 2018 |
Cash and Cash Equivalents [Abstract] | |||
Restricted cash | $ 1,865 | $ 2,454 | $ 38,305 |
Restricted cash | $ 2,500 |
Property and Equipment (Compone
Property and Equipment (Components of Property and Equipment) (Detail) - USD ($) $ in Thousands | Jun. 04, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 274,586 | $ 250,879 | |
Less: accumulated depreciation | (41,652) | (14,981) | |
Property and equipment, net | 232,934 | 235,898 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 73,261 | 79,670 | |
Broadcasting and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 92,083 | 77,812 | |
Broadcasting and other equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 3 years | 3 years | |
Broadcasting and other equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 30 years | 30 years | |
Computer and capitalized software costs | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 22,859 | 17,681 | |
Computer and capitalized software costs | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 1 year | 1 year | |
Computer and capitalized software costs | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 3 years | 3 years | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 5,977 | 5,269 | |
Property and equipment, estimated useful life | 5 years | 5 years | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 27,118 | 25,812 | |
Property and equipment, estimated useful life | 5 years | 5 years | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 29,935 | 28,689 | |
Buildings | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 9 years | 9 years | |
Buildings | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, estimated useful life | 20 years | 20 years | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 23,353 | $ 15,946 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Detail) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 14.2 | $ 15.2 | $ 27.1 |
Property and Equipment (Assets
Property and Equipment (Assets Held for Sale) (Details) - USD ($) $ in Thousands | Jun. 27, 2019 | Sep. 30, 2019 | Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Sep. 18, 2019 |
Long Lived Assets Held-for-sale [Line Items] | ||||||
Impairment of assets held for sale | $ 0 | $ 0 | $ 6,165 | |||
Assets held-for-sale | 87,000 | |||||
FCC license | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Impairment of assets held for sale | $ 1,200 | |||||
Assets held-for-sale | 4,573 | |||||
Other intangibles, net | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | 373 | |||||
Property and equipment | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | 82,054 | |||||
WABC Sale | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | 12,000 | |||||
WABC Sale | FCC license | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | 4,573 | |||||
WABC Sale | Other intangibles, net | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | 373 | |||||
WABC Sale | Property and equipment | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | 7,054 | |||||
DC Land | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Impairment of assets held for sale | $ 5,000 | |||||
Assets held-for-sale | 80,000 | 75,000 | $ 75,000 | |||
DC Land | FCC license | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | 0 | 0 | ||||
DC Land | Other intangibles, net | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | 0 | 0 | ||||
DC Land | Property and equipment | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Assets held-for-sale | $ 80,000 | $ 75,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Changes in Goodwill) (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 04, 2018 | Jun. 03, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 1,582,806,000 | $ 1,582,806,000 | |||
Accumulated impairment losses | (1,447,592,000) | (1,447,592,000) | |||
Total | $ 0 | $ 0 | $ 0 | $ 135,214,000 | $ 135,214,000 |
Impact of fresh start accounting | $ (135,214,000) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Narrative) (Detail) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 04, 2018 | Dec. 31, 2017 | |
Intangible Assets And Goodwill [Line Items] | ||||||
Goodwill | $ 135,214,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 135,214,000 |
Impact of fresh start accounting | 147,900,000 | |||||
Amortization expense, definite-lived | $ 7,900,000 | 18,885,000 | 24,657,000 | |||
Impairment of intangible assets | 16,700,000 | 15,600,000 | ||||
License agreements | $ 935,652,000 | $ 935,652,000 | ||||
FCC licenses | ||||||
Intangible Assets And Goodwill [Line Items] | ||||||
Impairment of intangible assets | 15,563,000 | |||||
License agreements | 830,490,000 | |||||
FCC Licenses, 7 Geographic Market | ||||||
Intangible Assets And Goodwill [Line Items] | ||||||
License agreements | $ 52,600,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Intangible Assets) (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 04, 2018 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||||
Impairment charges | $ (16,700) | $ (15,600) | |||
Finite-lived Intangible Assets [Roll Forward] | |||||
Other | (2,220) | ||||
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||||
Accumulated Amortization, beginning balance | $ (7,938) | (18,885) | |||
Amortization expense | $ (7,900) | (18,885) | (24,657) | ||
Dispositions | 806 | ||||
Other | 286 | ||||
Impact of fresh start accounting | $ 7,938 | ||||
Accumulated amortization, ending balance | (7,938) | (18,885) | (42,450) | (18,885) | |
Net Book Value | 144,462 | ||||
Intangible Assets Activity [Roll Forward] | |||||
Beginning balance | 1,286,803 | 1,286,803 | 1,148,072 | 1,286,803 | |
Impact of fresh start accounting | (155,845) | ||||
Dispositions | (362) | (110,813) | |||
Acquisitions (See Note 4) | 17,476 | 24,111 | |||
Assets held for sale (See Note 7) | (6,264) | ||||
Impairment charges | (15,563) | ||||
Ending balance | 1,286,803 | 1,148,072 | 1,037,323 | 1,148,072 | |
Net Book Value | 1,129,187 | 994,873 | 1,129,187 | ||
FCC licenses | |||||
Indefinite-lived Intangible Assets [Roll Forward] | |||||
Beginning balance | 1,203,809 | 1,203,809 | 935,652 | 1,203,809 | |
Acquisitions (See Note 4) | 17,476 | 24,111 | |||
Dispositions | 0 | (324) | (107,973) | ||
Assets held for sale (See Note 7) | (5,737) | ||||
Impairment charges | (15,563) | ||||
Impact of fresh start accounting | (285,309) | ||||
Ending balance | 1,203,809 | 935,652 | 830,490 | 935,652 | |
Net Book Value | 935,652 | 830,490 | 935,652 | ||
Trademarks | |||||
Indefinite-lived Intangible Assets [Roll Forward] | |||||
Beginning balance | 21,184 | ||||
Dispositions | (16) | (1,065) | |||
Assets held for sale (See Note 7) | (198) | ||||
Impact of fresh start accounting | 21,200 | ||||
Ending balance | 21,184 | 19,921 | 21,184 | ||
Net Book Value | 21,184 | 19,921 | 21,184 | ||
Affiliate and producer relationships | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Beginning balance | 0 | 130,000 | 0 | ||
Impact of fresh start accounting | 130,000 | ||||
Ending balance | 130,000 | 130,000 | 130,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||||
Accumulated Amortization, beginning balance | (6,894) | ||||
Amortization expense | (6,894) | (11,818) | |||
Accumulated amortization, ending balance | (6,894) | (18,712) | (6,894) | ||
Net Book Value | 123,106 | 111,288 | 123,106 | ||
Broadcast advertising | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Beginning balance | 0 | 32,000 | 0 | ||
Impact of fresh start accounting | 32,000 | ||||
Ending balance | 32,000 | 32,000 | 32,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||||
Accumulated Amortization, beginning balance | (3,733) | ||||
Amortization expense | (3,733) | (6,400) | |||
Accumulated amortization, ending balance | (3,733) | (10,133) | (3,733) | ||
Net Book Value | 28,267 | 21,867 | 28,267 | ||
Tower income contracts | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Beginning balance | 0 | 14,983 | 0 | ||
Dispositions | (17) | (1,065) | |||
Assets held for sale (See Note 7) | (197) | ||||
Impact of fresh start accounting | 15,000 | ||||
Ending balance | 14,983 | 13,721 | 14,983 | ||
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||||
Accumulated Amortization, beginning balance | (971) | ||||
Amortization expense | (971) | (1,558) | |||
Dispositions | 115 | ||||
Accumulated amortization, ending balance | (971) | (2,414) | (971) | ||
Net Book Value | 14,012 | 11,307 | 14,012 | ||
Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Beginning balance | 82,994 | 82,994 | 14,253 | 82,994 | |
Dispositions | (5) | (710) | |||
Assets held for sale (See Note 7) | 132 | ||||
Other | (2,220) | ||||
Impact of fresh start accounting | (68,736) | ||||
Ending balance | 82,994 | 14,253 | 11,191 | 14,253 | |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||||
Accumulated Amortization, beginning balance | (7,938) | (7,287) | |||
Amortization expense | (7,287) | (4,881) | |||
Dispositions | 691 | ||||
Other | 286 | ||||
Impact of fresh start accounting | $ 7,938 | ||||
Accumulated amortization, ending balance | $ (7,938) | (7,287) | (11,191) | (7,287) | |
Net Book Value | $ 6,966 | $ 0 | $ 6,966 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Estimated Future Amortization Expense) (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 19,743 |
2021 | 19,743 |
2022 | 19,743 |
2023 | 16,009 |
2024 | 13,343 |
Thereafter | 55,881 |
Net Book Value | $ 144,462 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Assumptions) (Details) | Dec. 31, 2019 | Dec. 31, 2018 |
Measurement Input, Discount Rate | ||
Finite-Lived Intangible Assets [Line Items] | ||
Alternative investment, measurement input | 0.080 | 0.090 |
Measurement Input, Long-term Revenue Growth Rate | ||
Finite-Lived Intangible Assets [Line Items] | ||
Alternative investment, measurement input | (0.0075) | (0.0075) |
Measurement Input, Profit Margin | FCC licenses | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Alternative investment, measurement input | 0.20 | 0.26 |
Measurement Input, Profit Margin | FCC licenses | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Alternative investment, measurement input | 0.30 | 0.28 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Accrued employee costs | $ 26,417 | $ 23,599 |
Accrued third party content costs | 31,006 | 28,963 |
Accounts payable | 861 | 11,695 |
Accrued other | 39,243 | 37,063 |
Total accounts payable and accrued expenses | $ 97,527 | $ 101,320 |
Long-Term Debt (Long Term Debt)
Long-Term Debt (Long Term Debt) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Less: Total unamortized debt issuance costs | $ (11,945) | $ 0 |
Total long-term debt, net, excluding current maturities | 1,006,493 | 1,230,299 |
Senior Notes 6.75 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 500,000 | 0 |
Current portion of term loan | 0 | 0 |
Term Loan Due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 1,243,299 |
Current portion of term loan | 0 | (13,000) |
Term Loan Due 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 523,688 | 0 |
Current portion of term loan | $ (5,250) | $ 0 |
Interest rate | 5.55% |
Long-Term Debt (Future Maturiti
Long-Term Debt (Future Maturities of Long-Term Debt) (Detail) - Term Loan Due 2026 $ in Thousands | Dec. 31, 2019USD ($) |
Line of Credit Facility [Line Items] | |
2020 | $ 5,250 |
2021 | 5,250 |
2023 | 5,250 |
2023 | 5,250 |
2024 | 5,250 |
Thereafter | 997,438 |
Long-term debt | $ 1,023,688 |
Long-Term Debt (Credit Agreemen
Long-Term Debt (Credit Agreement - Term Loan Due 2022) (Detail) - USD ($) | Sep. 26, 2019 | Jul. 22, 2019 | Jun. 26, 2019 | Jun. 05, 2019 | Jun. 04, 2018 | Mar. 18, 2019 | Oct. 11, 2018 |
Senior Notes 6.75 | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 6.75% | ||||||
Debt face amount | $ 500,000,000 | ||||||
Term Loan Due 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term line of credit | $ 1,300,000,000 | ||||||
Basis spread on variable rate | 1.00% | ||||||
Debt face amount | $ 25,000,000 | $ 50,200,000 | |||||
Debt net of discount | $ 25,400,000 | $ 50,000,000 | |||||
Par value discount rate | 1.50% | 0.40% | |||||
Repayments of debt | $ 28,700,000 | $ 50,000,000 | $ 492,700,000 | $ 115,000,000 | |||
London Interbank Offered Rate | Term Loan Due 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 4.50% | ||||||
Alternative Base Rate | Term Loan Due 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 3.50% | ||||||
Federal Funds Rate | Term Loan Due 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Minimum | London Interbank Offered Rate | Term Loan Due 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 1.00% | ||||||
Minimum | Alternative Base Rate | Term Loan Due 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2.00% |
Long-Term Debt (Term Loan Due 2
Long-Term Debt (Term Loan Due 2026) (Details) - USD ($) $ in Thousands | Sep. 26, 2019 | Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs/discounts | $ 0 | $ 71 | $ 894 | |
Interest expense | $ 260 | $ 50,718 | $ 82,916 | |
Term Loan Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Long-term line of credit | $ 525,000 | |||
Basis spread on variable rate | 1.00% | |||
Interest rate | 5.55% | |||
Early termination penalty | 1.00% | |||
Amortization of outstanding loan principal amount, quarterly installment | 0.25% | |||
Amortization of debt issuance costs/discounts | $ 3,600 | |||
Interest expense | 3,500 | |||
Term Loan Due 2026 | London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.75% | |||
Term Loan Due 2026 | London Interbank Offered Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.00% | |||
Term Loan Due 2026 | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Term Loan Due 2026 | Alternative Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Term Loan Due 2026 | Alternative Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
Continuing Lenders | Term Loan Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs/discounts | $ 1,500 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Agreement) (Detail) - USD ($) | Aug. 17, 2018 | Jun. 04, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Debt covenant, total commitments | 12.50% | |||
Debt covenant, commitment | $ 5,000,000 | |||
Fixed charge coverage ratio | 1 | |||
Letters of Credit outstanding amount | $ 2,900,000 | $ 2,800,000 | ||
Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Unused capacity, commitment fee rate | 0.25% | |||
Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Unused capacity, commitment fee rate | 0.375% | |||
Revolving Credit Facility | London Interbank Offered Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
Revolving Credit Facility | London Interbank Offered Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
Revolving Credit Facility | Alternative Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.25% | |||
Revolving Credit Facility | Alternative Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.75% | |||
Revolving Credit Facility | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Revolving Credit Facility | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 |
Long-Term Debt (6.75% Senior No
Long-Term Debt (6.75% Senior Notes) (Details) - Senior Notes 6.75 - USD ($) | Jun. 26, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Interest rate | 6.75% | |
Debt issuance costs | $ 7,300,000 | |
Debt face amount | $ 500,000,000 | |
Debt Instrument, Redemption, Period 1 | ||
Debt Instrument [Line Items] | ||
Redemption price rate | 103.75% | |
Debt Instrument, Redemption, Period 2 | ||
Debt Instrument [Line Items] | ||
Redemption price rate | 101.6875% | |
Debt Instrument, Redemption, Period 3 | ||
Debt Instrument [Line Items] | ||
Redemption price rate | 100.00% | |
Debt Instrument, Redemption, Period 4 | ||
Debt Instrument [Line Items] | ||
Redemption price rate | 100.00% |
Long-Term Debt (Canceled Credit
Long-Term Debt (Canceled Credit Agreement) (Detail) - USD ($) $ in Thousands | Dec. 23, 2013 | Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Repayments of long-term debt | $ 0 | $ 56,500 | $ 1,242,918 | |
Term Loan | Canceled Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Repayments of long-term debt | 37,800 | |||
Interest expense (decrease) increase | $ (37,100) | |||
Term Loan | Canceled Credit Agreement | London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.25% | |||
Term Loan | Canceled Credit Agreement | London Interbank Offered Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.00% | |||
Term Loan | Canceled Credit Agreement | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.25% | |||
Term Loan | Canceled Credit Agreement | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
Term Loan | Canceled Credit Agreement | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% |
Long-Term Debt (7.75% Senior No
Long-Term Debt (7.75% Senior Notes) (Detail) - Senior Notes at 7.75% - Senior Notes - USD ($) $ in Millions | 5 Months Ended | ||
Jun. 03, 2018 | Jun. 04, 2018 | May 13, 2011 | |
Debt Instrument [Line Items] | |||
Interest rate | 7.75% | 7.75% | |
Interest expense (decrease) increase | $ (22.1) |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) | Dec. 31, 2019 | Dec. 31, 2018 |
Senior Notes 6.75 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate | 6.75% | |
Trading prices rate to calculate the fair value | 106650.00% | |
Term Loan Due 2026 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading prices rate to calculate the fair value | 100950.00% | |
Term Loan Due 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading prices rate to calculate the fair value | 95.13% |
Fair Value Measurements (Gross
Fair Value Measurements (Gross Amounts and Fair Value of Debt) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Term Loan Due 2022 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 0 | $ 1,243,299 |
Term Loan Due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 523,688 | 0 |
Senior Notes 6.75 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 500,000 | 0 |
Fair Value, Inputs, Level 2 | Term Loan Due 2022 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 0 | 1,182,688 |
Fair Value, Inputs, Level 2 | Term Loan Due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 528,684 | 0 |
Fair Value, Inputs, Level 2 | Senior Notes 6.75 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 533,250 | $ 0 |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) | Jun. 04, 2018$ / sharesshares | Jun. 30, 2009$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2019voteclassshares | Jun. 03, 2018shares | Sep. 16, 2011$ / sharesshares | May 13, 2011 |
Class of Stock [Line Items] | |||||||
Total stock dividend authorized to issue (in shares) | 300,000,000 | 268,830,609 | |||||
Number of classes of stock | class | 3 | ||||||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Preferred shares outstanding (in shares) | 0 | ||||||
Classes of preferred stock | class | 1 | ||||||
2009 warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants issued (shares) | 156,250 | ||||||
Exercisable price of warrants to purchase common stock (price per share) | $ / shares | $ 1.17 | ||||||
Warrants converted (in shares) | 0 | ||||||
Number of warrants outstanding | 40,057 | ||||||
Citadel Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by each warrant (in shares) | 1 | ||||||
Number of warrants outstanding | 31,955 | ||||||
Preferred stock, par/stated value (USD per share) | $ / shares | $ 0.01 | ||||||
Crestview Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercisable price of warrants to purchase common stock (price per share) | $ / shares | $ 34.56 | ||||||
Number of warrants outstanding | 1,000,000 | 1,000,000 | |||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 93,750,000 | |||
Number of votes for each share | vote | 1 | ||||||
Common stock, shares issued (in shares) | 11,052,211 | 12,995,080 | 15,750,097 | ||||
Class A Common Stock | Citadel Acquisition | Citadel Warrants | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares issued (in shares) | 9,000,000 | ||||||
Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 75,000,000 | |||
Number of votes for each share | vote | 1 | ||||||
Common stock, shares issued (in shares) | 5,218,209 | 3,560,604 | 1,926,848 | ||||
Shares converted (in shares) | 1,692,849 | ||||||
Series I Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants issued (shares) | 3,016,853 | ||||||
Exercisable price of warrants to purchase common stock (price per share) | $ / shares | $ 0.00 | ||||||
Number of securities called by each warrant (in shares) | 1 | ||||||
Series 2 warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants issued (shares) | 712,736 | ||||||
Exercisable price of warrants to purchase common stock (price per share) | $ / shares | $ 0.00 | ||||||
Number of securities called by each warrant (in shares) | 1 | ||||||
Amended and Restated Credit Agreement | Term Loan | |||||||
Class of Stock [Line Items] | |||||||
Holders of allowed claims percentage of common stock outstanding upon reorganization | 83.50% | ||||||
Senior Notes | Senior Notes at 7.75% | |||||||
Class of Stock [Line Items] | |||||||
Holders of allowed claims percentage of common stock outstanding upon reorganization | 16.50% | ||||||
Interest rate | 7.75% | 7.75% |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense (Narrative) (Detail) $ in Thousands | May 01, 2019shares | Apr. 30, 2019shares | Feb. 01, 2019shares | Jun. 04, 2018shares | Jun. 03, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2019USD ($)installmentshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Period of additional tranche conditional upon termination | 1 year | ||||||
Period preceding change in control when terminated employee becomes vested in all unvested awards | 3 months | ||||||
Period following change in control when terminated employee becomes vested in all unvested awards | 12 months | ||||||
Stock-based compensation expense, tax | $ 900 | $ 1,400 | |||||
Stock-based compensation expense | $ 3,404 | $ 5,301 | |||||
Corporate Expenses | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense, tax | $ 60 | ||||||
Stock-based compensation expense | $ 231 | ||||||
Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted in period (in shares) | shares | 562,217 | 581,124,000 | 0 | ||||
Unrecognized compensation cost related to unvested awards | $ 2,200 | ||||||
Weighted-average recognition period | 2 years 5 months 2 days | ||||||
Stock-based compensation expense | $ 853 | $ 1,326 | |||||
Non-Employee Director Stock Options and RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of annual award vesting installments | installment | 4 | ||||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock unit grants (in shares) | shares | 10,000 | 37,555 | 200,600 | 600,031,000 | 248,155,000 | ||
Weighted-average fair value on the vesting date | $ 1,400 | $ 4,000 | |||||
Weighted-average fair value on the date of grant | 1,800 | 3,600 | |||||
Unrecognized compensation cost related to unvested awards | $ 5,500 | ||||||
Weighted-average recognition period | 1 year 10 months 10 days | ||||||
Stock-based compensation expense | $ 2,551 | $ 3,975 | |||||
First and second anniversaries | Time Based RSUs and Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights | 30.00% | ||||||
Third and fourth anniversaries | Time Based RSUs and Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights | 20.00% | ||||||
Accelerated Vesting Due To Termination | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accelerated vesting | 50.00% | ||||||
Accelerated Vesting Due To Termination On Or Before The First Anniversary Of The Effective Date | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Accelerated vesting | 75.00% | ||||||
Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | shares | 2,222,223 | ||||||
Shares granted | shares | 1,124,434 | ||||||
Class A Common Stock | Non-Employee Director Stock Options and RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted | shares | 56,721 | ||||||
Non Employee Directors | Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted in period (in shares) | shares | 18,907 | ||||||
Non Employee Directors | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock unit grants (in shares) | shares | 37,814 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense (Shares Available for Grant) (Detail) - shares | May 01, 2019 | Apr. 30, 2019 | Feb. 01, 2019 | Jun. 04, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Shares, Outstanding [Roll Forward] | ||||||
Balance as of December 31, 2018 (in shares) | 1,041,068,000 | |||||
Balance as of December 31, 2019 (in shares) | 1,041,068,000 | 829,091,000 | ||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares, Outstanding [Roll Forward] | ||||||
Options granted (in shares) | 562,217 | 581,124,000 | 0 | |||
Options forfeited (in shares) | 0 | 23,826,000 | ||||
Options expired (in shares) | 0 | 0 | ||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares, Outstanding [Roll Forward] | ||||||
Restricted stock units granted (in shares) | (10,000) | (37,555) | (200,600) | (600,031,000) | (248,155,000) | |
Restricted stock units forfeited (in shares) | 0 | 12,352,000 |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense (Stock Options) (Detail) - Employee Stock Option - $ / shares | Jun. 04, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Beginning (in shares) | 581,124,000 | |||
Granted (in shares) | 562,217 | 581,124,000 | 0 | |
Exercised (in shares) | 0 | 0 | ||
Forfeited (in shares) | 0 | 23,826,000 | ||
Expired (in shares) | 0 | 0 | ||
Ending (in shares) | 0 | 581,124,000 | 557,298,000 | 581,124,000 |
Exercisable as of December 31, 2018 (in shares) | 14,180,000 | 180,424,000 | 14,180,000 | |
Vested and expected to vest as of December 31, 2018 (in shares) | 581,124,000 | 557,298,000 | 581,124,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Beginning balance (usd per share) | $ 25.47 | |||
Granted (usd per share) | $ 25.47 | 0 | ||
Exercise (usd per share) | 0 | 0 | ||
Forfeited (usd per share) | 0 | 25.70 | ||
Expired (usd per share) | 0 | 0 | ||
Ending balance (usd per share) | $ 0 | 25.47 | 25.46 | $ 25.47 |
Exercisable as of December 31, 2018 (usd per share) | 18.75 | 24.97 | 18.75 | |
Vested and expected to vest as of December 31, 2018 (usd per share) | $ 25.47 | $ 25.46 | $ 25.47 | |
Weighted-Average Remaining Contractual Term, outstanding | 3 years 4 months 24 days | 4 years 4 months 24 days | ||
Weighted-Average Remaining Contractual Term, vested and expected to vest | 3 years 4 months 24 days |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense (Assumptions) (Detail) - Employee Stock Option | 7 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years |
Risk-free interest rate | 2.44% |
Expected volatility | 75.00% |
Expected dividend yield | 0.00% |
Stock-Based Compensation Expe_7
Stock-Based Compensation Expense (Restricted Stock Units) (Detail) - $ / shares | May 01, 2019 | Apr. 30, 2019 | Feb. 01, 2019 | Jun. 04, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Beginning balance (in shares) | 477,968,000 | |||||
Ending balance (in shares) | 477,968,000 | 474,718,000 | ||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted (in shares) | 10,000 | 37,555 | 200,600 | 600,031,000 | 248,155,000 | |
Vested (in shares) | (122,063,000) | (239,053,000) | ||||
Forfeited (in shares) | 0 | (12,352,000) | ||||
Ending balance (in shares) | 0 | |||||
Expected to vest as of December 31, 2019 (in shares) | 474,718,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Beginning balance (usd per share) | $ 15 | |||||
Granted (usd per share) | $ 15 | 14.16 | ||||
Vested (usd per share) | 15 | 15.22 | ||||
Forfeited (usd per share) | 0 | 14.84 | ||||
Ending balance (usd per share) | $ 0 | $ 15 | 14.46 | |||
Expected to vest as of December 31, 2019 (usd per share) | $ 14.46 |
Stock-Based Compensation Expe_8
Stock-Based Compensation Expense (Share Based Compensation Expense) (Detail) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,404 | $ 5,301 |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 853 | 1,326 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,551 | $ 3,975 |
Income Taxes (Income Tax Expens
Income Taxes (Income Tax Expense (Benefit)) (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Current income tax expense | |||
Federal | $ (1,430) | $ 6,170 | $ 10,952 |
State and local | 4,026 | 8,888 | 2,656 |
Total current income tax | 2,596 | 15,058 | 13,608 |
Deferred income tax expense (benefit) | |||
Federal | (138,311) | (20,641) | 6,999 |
State and local | (41,144) | (6,770) | 1,656 |
Total deferred tax | (179,455) | (27,411) | 8,655 |
Net income tax expense (benefit) | $ (176,859) | $ (12,353) | $ 22,263 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||||
Federal statutory income tax rate | 21.00% | ||||
Increase for prior year positions | $ 176,000 | $ 0 | $ 0 | $ 900,000 | |
Valuation allowance | 0 | 0 | 0 | ||
Interest and penalties related to unrecognized tax benefits | 300,000 | 200,000 | $ 100,000 | ||
Unrecognized tax benefits accrued interest and penalties | $ 100,000 | 300,000 | 300,000 | ||
Total unrecognized tax benefits and accrued interest and penalties | $ 5,800,000 | 5,900,000 | $ 5,800,000 | ||
Unrecognized tax benefits if recognized will would affect tax rate | 5,900,000 | ||||
Internal Revenue Service (IRS) | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 0 | ||||
Disallowed carryforwards | 15,000,000 | ||||
State and Local Jurisdiction | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 0 | ||||
Disallowed carryforwards | $ 849,300,000 |
Income Taxes (Total Income Tax
Income Taxes (Total Income Tax Expense (Benefit)) (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Computed income tax expense at federal statutory rate on pre-tax income | $ 109,052 | $ 10,284 | $ 17,539 |
State income tax expense, net of federal tax benefit | (25,288) | 7,493 | 4,415 |
Bankruptcy costs | 12,286 | (19,088) | 446 |
Change in state tax rates | 78 | (819) | 0 |
Section 162 disallowance | 187 | 472 | 936 |
Change in valuation allowance | 29,188 | (104,629) | 0 |
Worthless stock loss | (115,439) | 0 | 0 |
Tax effect of sale of assets | (73,205) | 72,797 | 0 |
Cancellation of debt income | (152,099) | 22,087 | 0 |
Other reorganization charges | 35,331 | 0 | 0 |
Change in uncertain tax positions | 0 | (2,733) | 0 |
Provision to return | 0 | 1,244 | (1,564) |
Other | 3,050 | 539 | 491 |
Net income tax expense (benefit) | $ (176,859) | $ (12,353) | $ 22,263 |
Income Taxes (Tax Effects of Te
Income Taxes (Tax Effects of Temporary Differences That Give Rise to Significant Portions of Deferred Tax Assets and Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 04, 2018 |
Deferred income tax assets: | |||
Accounts receivable | $ 1,332 | $ 962 | |
Leases | 42,374 | 0 | |
Other liabilities | 4,980 | 7,076 | |
Debt costs | 841 | 0 | |
Interest limitation | 3,966 | 1,335 | |
Tax credits | 0 | 41 | |
Net operating loss | 0 | 8,304 | |
Noncurrent deferred tax assets | 53,493 | 17,718 | |
Less: valuation allowance | 0 | 0 | |
Net noncurrent deferred tax assets | 53,493 | 17,718 | |
Deferred income tax liabilities: | |||
Intangible assets | 12,992 | 6,610 | |
Property and equipment | 22,465 | 23,492 | |
Leases | 36,666 | 0 | |
Other | 2,408 | 0 | |
Total deferred income tax liabilities | 74,531 | 30,102 | |
Total net deferred income tax liabilities | $ 21,038 | $ 12,384 | $ 50,400 |
Income Taxes (Schedule of Unrec
Income Taxes (Schedule of Unrecognized Tax Benefits Roll Forward) (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance at beginning of period | $ 8,587 | $ 8,466 | $ 5,787 | $ 8,587 |
Increase for prior year positions | 176 | 0 | 0 | 900 |
Decrease for prior year positions | (297) | (834) | (120) | |
Decreases relating to settlements with taxing authorities and other | 0 | (73) | (16) | |
Lapse of statute of limitations | 0 | (1,772) | 0 | |
Balance at end of period | $ 8,466 | $ 5,787 | $ 5,651 | $ 5,787 |
Earnings Per Share (Computation
Earnings Per Share (Computation of Basic and Diluted Earnings per Common Share) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Numerator: | |||
Undistributed net income from operations | $ 696,156 | $ 61,425 | $ 61,257 |
Basic net income attributable to common shares | $ 696,156 | $ 61,425 | $ 61,257 |
Denominator: | |||
Basic weighted average shares outstanding (in shares) | 29,338,329 | 20,028,227 | 20,130,835 |
Basic undistributed net income per share attributable to common shares (usd per share) | $ 23.73 | $ 3.07 | $ 3.04 |
Numerator: | |||
Undistributed net income from operations | $ 696,156 | $ 61,425 | $ 61,257 |
Diluted net income attributable to common shares | $ 696,156 | $ 61,425 | $ 61,257 |
Denominator: | |||
Basic weighted average shares outstanding (in shares) | 29,338,329 | 20,028,227 | 20,130,835 |
Effect of dilutive options and restricted stock units (in shares) | 0 | 136,000 | 153,000 |
Diluted weighted average shares outstanding (in shares) | 29,338,329 | 20,164,638 | 20,284,137 |
Diluted undistributed net income per share attributable to common shares (usd per share) | $ 23.73 | $ 3.05 | $ 3.02 |
Leases (Narrative) (Detail)
Leases (Narrative) (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||
Lease income, lessor arrangements | $ 3 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 5 years | |
Renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 10 years | |
Renewal term | 10 years |
Leases (Assets and Liabilities)
Leases (Assets and Liabilities) (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Right-of-Use Assets | |
Operating | $ 143,436 |
Finance, net of accumulated amortization of $352 | 380 |
Total Assets | 143,816 |
Lease Liabilities | |
Operating, current | 34,462 |
Finance, current | 234 |
Operating lease, noncurrent | 111,184 |
Finance lease, noncurrent | 146 |
Total Liabilities | 146,026 |
Accumulated amortization, finance lease | $ 352 |
Leases (Lease Cost) (Detail)
Leases (Lease Cost) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating Lease Cost | $ 37,750 |
Finance Lease Cost | |
Amortization of right-of-use assets | 414 |
Interest on lease liabilities | 42 |
Total Lease Cost | $ 38,206 |
Leases (Other Supplementary Dat
Leases (Other Supplementary Data) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 22,370 |
Operating cash flows from finance leases | 42 |
Financing cash flows from finance leases | 414 |
Financing cash flows from failed sale leaseback | 1,193 |
Right-of-Use Assets | |
Operating leases | $ 22,922 |
Weighted Average Remaining Lease Term (in years) | |
Operating leases | 7 years 11 months 27 days |
Finance leases | 2 years 2 months 19 days |
Weighted Average Discount Rate | |
Operating leases | 7.45% |
Finance Lease, Weighted Average Discount Rate, Percent | 7.44% |
Leases (Maturities) (Details)
Leases (Maturities) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases, After Adoption of 842: | |
2020 | $ 32,772 |
2021 | 26,704 |
2022 | 24,536 |
2023 | 22,773 |
2024 | 18,673 |
Thereafter | 70,804 |
Total lease payments | 196,262 |
Less: imputed interest | (50,616) |
Total | 145,646 |
Finance Leases, After Adoption of 842: | |
2020 | 233 |
2021 | 112 |
2022 | 49 |
2023 | 14 |
2024 | 3 |
Thereafter | 0 |
Total lease payments | 411 |
Less: imputed interest | (31) |
Total | 380 |
Leases, After Adoption of 842 | |
2020 | 33,005 |
2021 | 26,816 |
2022 | 24,585 |
2023 | 22,787 |
2024 | 18,676 |
Thereafter | 70,804 |
Total lease payments | 196,673 |
Less: imputed interest | (50,647) |
Total | $ 146,026 |
Leases (Future Minimum Lease Pa
Leases (Future Minimum Lease Payments under Non-Cancelable Operating Leases) (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Future Minimum Rent, 2019 | $ 34,356 |
Future Minimum Rent, 2020 | 29,242 |
Future Minimum Rent, 2021 | 22,717 |
Future Minimum Rent, 2022 | 19,885 |
Future Minimum Rent, 2023 | 16,280 |
Future Minimum Rent, Thereafter | 45,959 |
Future Minimum Rent Under Operating Leases | 168,439 |
Future Minimum Sublease Income, 2019 | (1,719) |
Future Minimum Sublease Income, 2020 | (1,719) |
Future Minimum Sublease Income, 2021 | 0 |
Future Minimum Sublease Income, 2022 | 0 |
Future Minimum Sublease Income, 2023 | 0 |
Future Minimum Sublease Income, 2024 | 0 |
Future Minimum Sublease Income | (3,438) |
Future Commitments Under Failed Sales Leaseback Agreement, 2019 | 1,193 |
Future Commitments Under Failed Sales Leaseback Agreement, 2020 | 1,557 |
Future Commitments Under Failed Sales Leaseback Agreement, 2021 | 1,603 |
Future Commitments Under Failed Sales Leaseback Agreement, 2022 | 1,650 |
Future Commitments Under Failed Sales Leaseback Agreement, 2023 | 1,701 |
Future Commitments Under Failed Sales Leaseback Agreement, thereafter | 2,052 |
Future Minimum Commitments Under Failed Sale Leaseback Agreement | 9,756 |
Net Commitment, 2019 | 33,830 |
Net Commitment, 2020 | 29,080 |
Net Commitment, 2021 | 24,320 |
Net Commitment, 2022 | 21,535 |
Net Commitment, 2023 | 17,981 |
Net Commitment, Thereafter | 48,011 |
Net Commitments | $ 174,757 |
Leases (Future Minimum Payments
Leases (Future Minimum Payments - Sale-Leasebacks (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |
2020 | $ 233 |
2021 | 112 |
2022 | 49 |
2023 | 14 |
2024 | 3 |
Thereafter | 0 |
Total lease payments | 411 |
Failed Sale Leaseback | |
Lessee, Lease, Description [Line Items] | |
2020 | 1,557 |
2021 | 1,603 |
2022 | 1,650 |
2023 | 1,701 |
2024 | 1,751 |
Thereafter | 301 |
Total lease payments | $ 8,563 |
Leases (Lease Receivable) (Deta
Leases (Lease Receivable) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 2,998 |
2021 | 2,442 |
2022 | 2,129 |
2023 | 1,681 |
2024 | 959 |
Thereafter | 1,783 |
Total lease receivables | $ 11,992 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) $ in Millions | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining aggregate obligation under the agreements with Nielsen Audio | $ 101.6 |
Schedule II, Valuation and Qual
Schedule II, Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Jun. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 4,322 | $ 0 | $ 5,313 |
Charged to Costs and Expenses | 5,993 | 5,313 | 4,077 |
Additions/(Deductions) | (10,315) | 0 | (4,193) |
Balance at End of Period | 0 | 5,313 | 5,197 |
Valuation allowance on deferred taxes | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 75,460 | 104,629 | 0 |
Charged to Costs and Expenses | 29,169 | 0 | 0 |
Additions/(Deductions) | 0 | (104,629) | 0 |
Balance at End of Period | $ 104,629 | $ 0 | $ 0 |
Uncategorized Items - cmls-2019
Label | Element | Value |
Finite-Lived Intangible Assets, Accumulated Amortization | us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization | $ 0 |
Intangible Assets, Gross (Excluding Goodwill) | us-gaap_IntangibleAssetsGrossExcludingGoodwill | 1,130,958,000 |
Trademarks [Member] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill | 21,200,000 |
FCC Licenses [Member] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill | 918,500,000 |
Affiliate and Producer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | us-gaap_FiniteLivedIntangibleAssetsGross | 130,000,000 |
Broadcast Advertising [Member] | ||
Finite-Lived Intangible Assets, Gross | us-gaap_FiniteLivedIntangibleAssetsGross | 32,000,000 |
Tower Income Contracts [Member] | ||
Finite-Lived Intangible Assets, Gross | us-gaap_FiniteLivedIntangibleAssetsGross | 15,000,000 |
Other, Finite Lived [Member] | ||
Finite-Lived Intangible Assets, Gross | us-gaap_FiniteLivedIntangibleAssetsGross | 14,258,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization | $ 0 |