Cover page
Cover page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 16, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-38108 | ||
Entity Registrant Name | Cumulus Media Inc | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-5134717 | ||
Entity Address, Address Line One | 3280 Peachtree Road, NW, | ||
Entity Address, Address Line Two | Suite 2200 | ||
Entity Address, City or Town | Atlanta, | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30305 | ||
City Area Code | 404 | ||
Local Phone Number | 949-0700 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 60.1 | ||
Entity Central Index Key | 0001058623 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | Portions of the registration's definitive proxy statement for the 2021 Annual Meeting of Stockholders, which is expected to be filed no later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, have been incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K. | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0000001 per share | ||
Trading Symbol | CMLS | ||
Security Exchange Name | NASDAQ | ||
Entity common stock, shares outstanding (in shares) | 18,041,897 | ||
Class A common stock purchase rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock purchase rights | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity common stock, shares outstanding (in shares) | 2,368,879 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 271,761 | $ 15,142 |
Restricted cash | 0 | 1,865 |
Accounts receivable, less allowance for doubtful accounts of $6,745 and $5,197 at December 31, 2020 and 2019, respectively | 201,275 | 242,599 |
Trade receivable | 1,986 | 2,790 |
Assets held for sale | 0 | 87,000 |
Prepaid expenses and other current assets | 27,942 | 31,285 |
Total current assets | 502,964 | 380,681 |
Property and equipment, net | 208,692 | 232,934 |
Operating lease right-of-use assets | 157,568 | 143,436 |
Broadcast licenses | 825,590 | 830,490 |
Other intangible assets, net | 144,387 | 164,383 |
Deferred income tax assets | 7,779 | 0 |
Other assets | 12,758 | 9,408 |
Total assets | 1,859,738 | 1,761,332 |
Current liabilities: | ||
Accounts payable and accrued expenses | 94,128 | 97,527 |
Current portion of operating lease liabilities | 28,121 | 34,462 |
Trade payable | 1,537 | 2,323 |
Current portion of term loan | 5,250 | 5,250 |
Total current liabilities | 129,036 | 139,562 |
2020 revolving credit facility | 60,000 | 0 |
6.75% senior notes, net of debt issuance costs of $5,486 and $6,938 at December 31, 2020 and 2019, respectively | 447,350 | 493,062 |
Operating lease liabilities | 129,273 | 111,184 |
Liabilities, Noncurrent | 222,802 | 17,221 |
Other liabilities | 13,375 | 10,618 |
Deferred income tax liabilities | 0 | 21,038 |
Total liabilities | 1,462,147 | 1,306,116 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Treasury stock, at cost, 174,222 and 68,658 shares at December 31, 2020 and 2019, respectively | (2,414) | (1,171) |
Additional paid-in-capital | 337,042 | 333,705 |
Retained earnings | 62,963 | 122,682 |
Total stockholders' equity | 397,591 | 455,216 |
Total liabilities and stockholders' equity | 1,859,738 | 1,761,332 |
Term Loan Due 2026 | ||
Current liabilities: | ||
Current portion of term loan | 5,250 | 5,250 |
Term loan due 2026, net of debt issuance costs of $3,850 and $5,007 at December 31, 2020 and 2019, respectively | 460,311 | 513,431 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for credit loss | $ 6,745 | $ 5,197 |
Common stock, shares, issued (in shares) | 20,552,209 | |
Common stock, shares, outstanding (in shares) | 20,377,987 | |
Treasury stock (in shares) | 174,222 | 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) | 18,135,956 | 15,750,097 |
Common stock, shares, outstanding (in shares) | 17,961,734 | 15,681,439 |
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) | 2,416,253 | 1,926,848 |
Common stock, shares, outstanding (in shares) | 2,416,253 | 1,926,848 |
Term Loan Due 2026 | ||
Debt issuance costs | $ 3,850 | $ 5,007 |
6.75% Senior Notes | ||
Debt issuance costs | $ 5,486 | $ 6,938 |
Interest rate | 6.75% | 6.75% |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue | $ 816,218 | $ 1,113,445 |
Operating expenses: | ||
Content costs | 337,078 | 405,653 |
Selling, general & administrative expenses | 367,695 | 461,218 |
Depreciation and amortization | 52,290 | 52,554 |
Local marketing agreement fees | 3,149 | 3,500 |
Corporate expenses | 49,199 | 57,988 |
Loss (gain) on sale or disposal of assets or stations | 8,761 | (55,403) |
Impairment of assets held for sale | 0 | 6,165 |
Impairment of capitalized software development costs | 4,139 | 0 |
Impairment of intangible assets | 4,509 | 15,563 |
Total operating expenses | 826,820 | 947,238 |
Operating (loss) income | (10,602) | 166,207 |
Non-operating expense: | ||
Interest expense | (68,099) | (82,916) |
Interest income | 6 | 25 |
Gain on early extinguishment of debt | 0 | 381 |
Other expense, net | (273) | (177) |
Total non-operating expense, net | (68,366) | (82,687) |
(Loss) income before income taxes | (78,968) | 83,520 |
Income tax benefit (expense) | 19,249 | (22,263) |
Net (loss) income | $ (59,719) | $ 61,257 |
Basic and diluted (loss) earnings per common share (see Note 12, "(Loss) Earnings Per Share"): | ||
Basic: (Loss) Earnings per share (usd per share) | $ (2.94) | $ 3.04 |
Diluted: (Loss) Earnings per share (usd per share) | $ (2.94) | $ 3.02 |
Weighted average basic common shares outstanding (in shares) | 20,317,064 | 20,130,835 |
Weighted average diluted common shares outstanding (in shares) | 20,317,064 | 20,284,137 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2018 | 12,995,080 | 3,560,604 | 0 | |||
Beginning balance at Dec. 31, 2018 | $ 389,829 | $ 0 | $ 0 | $ 0 | $ 328,404 | $ 61,425 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 61,257 | 61,257 | ||||
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 | |||||
Issuance of common stock (in shares) | 148,839 | 3,035 | ||||
Stock-based compensation expense | 5,301 | 5,301 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 15,681,439 | 1,926,848 | 68,658 | |||
Ending balance at Dec. 31, 2019 | 455,216 | $ 0 | $ 0 | $ (1,171) | 333,705 | 122,682 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (59,719) | (59,719) | ||||
Shares returned in lieu of tax payments (in shares) | 105,564 | |||||
Shares returned in lieu of tax payments | (1,243) | $ (1,243) | ||||
Conversion of Class B common stock (in shares) | 196,910 | (196,910) | ||||
Exercise of warrants (in shares) | 1,844,367 | 686,315 | ||||
Issuance of common stock (in shares) | 239,018 | |||||
Stock-based compensation expense | 3,337 | 3,337 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 17,961,734 | 2,416,253 | 174,222 | |||
Ending balance at Dec. 31, 2020 | $ 397,591 | $ 0 | $ 0 | $ (2,414) | $ 337,042 | $ 62,963 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (59,719) | $ 61,257 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 52,290 | 52,554 |
Amortization of right of use assets | 10,888 | 24,053 |
Amortization and write-off of debt issuance costs | 3,507 | 894 |
Provision for doubtful accounts | 7,776 | 4,077 |
Loss (gain) on sale of assets or stations | 8,761 | (55,403) |
Impairment of assets held for sale | 0 | 6,165 |
Impairment of intangible assets | 4,509 | 15,563 |
Impairment of capitalized software development costs | 4,139 | 0 |
Deferred income taxes | (28,816) | 8,654 |
Stock-based compensation expense | 3,337 | 5,301 |
Gain on early extinguishment of debt | 0 | (381) |
Non-cash interest expense on financing liabilities | 1,624 | 776 |
Non-cash imputed rental income | (1,117) | 0 |
Other | 0 | 9 |
Changes in assets and liabilities (excluding acquisitions and dispositions): | ||
Accounts receivable | 33,898 | 3,433 |
Trade receivable | 525 | 53 |
Prepaid expenses and other current assets | 3,102 | (176) |
Operating leases | 18,459 | 4,592 |
Assets held for sale | (4) | 29 |
Other assets | 4,428 | (5,345) |
Accounts payable and accrued expenses | (28,145) | (32,843) |
Trade payable | (786) | (177) |
Other liabilities | 3,410 | 495 |
Net cash provided by operating activities | 33,210 | 104,270 |
Cash flows from investing activities: | ||
Proceeds from sale of assets or stations | 78,700 | 147,058 |
Proceeds from insurance reimbursement | 527 | 0 |
Capital expenditures | (14,868) | (29,469) |
Net cash provided by investing activities | 64,359 | 117,589 |
Cash flows from financing activities: | ||
Borrowings under term loan due 2026 | 0 | 525,000 |
Borrowings under the 2020 revolving credit facility | 60,000 | 0 |
Proceeds from issuance of 6.75% senior notes | 0 | 500,000 |
Financing costs | (493) | (12,883) |
Shares returned in lieu of tax payments | (1,243) | (1,171) |
Transaction costs for financing liability | (3,152) | 0 |
Proceeds from financing liability | 205,442 | 0 |
Repayments of financing liabilities | (1,590) | (1,191) |
Repayments of finance lease obligations | (338) | (414) |
Net cash provided by (used in) financing activities | 157,185 | (234,890) |
Increase (decrease) in cash and cash equivalents | 254,754 | (13,031) |
Cash, cash equivalents and restricted cash at beginning of period | 17,007 | 30,038 |
Cash, cash equivalents and restricted cash at end of period | 271,761 | 17,007 |
Term Loan Due 2022 | ||
Cash flows from financing activities: | ||
Repayments of borrowings | 0 | (1,242,918) |
Term Loan Due 2026 | ||
Cash flows from financing activities: | ||
Repayments of borrowings | (54,277) | (1,313) |
Repayment of borrowings under 6.75% senior notes | $ (47,164) | $ 0 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 415 owned and operated stations across 86 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, the AP, the Academy of Country Music Awards, and many other world-class partners across nearly 7,300 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 personal connections, local impact and national reach through broadcast and on-demand digital, mobile, social, and voice-activated platforms, as well as integrated digital marketing services, powerful influencers, full-service audio solutions, industry-leading research and insights, and live event experiences. CUMULUS MEDIA is the only audio media company to provide marketers with local and national advertising performance guarantees. Basis of Presentation Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one reportable segment and presents the comparative periods on a consolidated basis to reflect the one reportable segment. Use of Estimates The preparation of financial statements in conformity with 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 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. We assessed these aforementioned estimates and judgments utilizing information reasonably available to us and considering the unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. While there was not a material impact to our key estimates as of and for the year ended December 31, 2020, our estimates may change based on the magnitude and duration of COVID-19, as well as other factors. Actual amounts and results may differ materially from these estimates. Comprehensive (Loss) Income Comprehensive (loss) income includes net income and certain items that are excluded from net (loss) income and recorded as a separate component of stockholders' equity. During the years ended December 31, 2020 and 2019, the Company had no items of other comprehensive (loss) income and, therefore, comprehensive (loss) income does not differ from reported net (loss) 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. 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, 2020, 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 years ended December 31, 2020 and 2019, the advertising costs incurred were $4.0 million and $6.0 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, 2020 and 2019, the Company operated one and two radio stations under LMAs, respectively. For the years ended December 31, 2020 and 2019, the stations operated under LMAs contributed $2.5 million and $3.5 million, respectively, to the consolidated net revenue of the Company. Stock-based Compensation Expense Stock-based compensation expense recognized for the years ended December 31, 2020 and 2019, was $3.3 million and $5.3 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. The fair value of time-based and performance-based restricted stock awards is the quoted market value of our stock on the grant date. For performance-based restricted stock awards, the Company evaluates the probability of vesting of the awards in each reporting period. In the event the Company determines it is no longer probable that the minimum performance criteria specified in the award will be achieved, all previously recognized compensation expense will be reversed in the period such a determination is made. 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 years ended December 31, 2020 and 2019, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $34.2 million and $45.3 million, respectively; and (2) trade and barter expenses of $33.6 million and $44.4 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. (Loss) Earnings Per Share Basic (loss) earnings per share is computed on the basis of the weighted average number of common shares outstanding. The Company allocates undistributed net (loss) 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 outstanding warrants 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 (loss) 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. Potentially dilutive shares are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive. Under the two-class method, net (loss) income is allocated to common stock and participating securities to the extent that each security may share in earnings, as if all of the (loss) 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. 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 years ended December 31, 2020 and 2019 (dollars in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Supplemental disclosures of cash flow information: Interest paid $ 62,513 $ 76,846 Income taxes paid 5,775 18,590 Supplemental disclosures of non-cash flow information: Trade revenue 34,203 $ 45,308 Trade expense 33,604 44,378 Non-cash principal increase in financing liabilities 638 776 Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheet: Cash and cash equivalents $ 271,761 $ 15,142 Restricted cash — 1,865 Total cash and cash equivalents and restricted cash $ 271,761 $ 17,007 Restricted cash is used primarily to collateralize standby letters of credit for certain leases and insurance policies. Adoption of New Accounting Standards 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. The Company adopted ASU 2018-13 as of January 1, 2020 and there was no material impact to the Company's Consolidated Financial Statements. 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 was 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. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2020 | |
Acquisitions and Dispositions [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions Tower Sale On August 7, 2020, the Company entered into an agreement with Vertical Bridge REIT, LLC, for the sale of substantially all of the Company's broadcast communications tower sites and certain other related assets (the "Tower Sale"). On September 30, 2020, the Company completed the initial closing of the Tower Sale for $202.3 million in cash proceeds after transaction costs and closing adjustments. Pursuant to the Company's Term Loan Credit Facility due 2026 (as defined below), the Company was required to pay down at closing $49.0 million. As a result thereof, pursuant to the terms of the 6.75% Senior Secured First-Lien Notes due 2026 (as defined below), the Company made a tender offer (the "Tender Offer") with respect to the prorated portion of these proceeds of $47.2 million of the 6.75% Notes. On November 3, 2020, the Company accepted and paid for $47.2 million in aggregate principal amount of the 6.75% Notes that were validly tendered and not withdrawn in the Tender Offer. In connection with the Tower Sale, the Company entered into individual site leases for the continued use of substantially all of the tower sites that were included in the Tower Sale, the general terms and conditions of which are contained in a master lease agreement that provides a framework for the individual leases with respect to each tower site. The initial term of each lease is 10 years, followed by five option periods of five years each. As the terms of the Tower Sale arrangement contains a repurchase option, the leaseback was not accounted for as a sale. Accordingly, the carrying amount of the leased back assets remains on the Company's books and continues to be depreciated over the remaining useful lives. The proceeds received for the leased back assets was recorded as a financing liability along with the remaining obligations for ground leases on these sites. Lease payments are recorded as a reduction of the financing liability and as interest expense. The Company records non-cash imputed rental income for tower sites where it continues to use a portion of the site along with other existing and future tenants. Transaction costs of $4.1 million were capitalized in Financing liabilities, net and are being amortized over the term of the lease. The Company anticipates that one or more subsequent closings will be held for the assets comprising the remainder of the previously announced $213 million purchase price, subject to adjustment based upon due diligence and the curing of outstanding site defects. The Company anticipates that substantially all, if not all, of the subsequent closings will occur by the end of the second quarter of 2021. See Note 13, "Leases" for further discussion related to the Company's failed sale-leasebacks as of December 31, 2020. DC Land Sale On June 24, 2020, the Company completed the previously announced sale of its DC Land (as defined below) to Toll Brothers. The sale generated net proceeds of $71.3 million, $5.0 million of which was received in 2019. The Company recorded a loss on the sale of the DC Land of $3.7 million which is included in the Loss (Gain) 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, 2020. WABC Sale On March 1, 2020, the Company completed the previously announced WABC Sale (as defined below) for $12.0 million in cash. The Company recorded a loss on the WABC Sale of $0.9 million which is included in the Loss (Gain) 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, 2020. 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 Loss (Gain) 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 Loss (Gain) 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 Loss (Gain) 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. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
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): Year Ended December 31, 2020 Year Ended December 31, 2019 Advertising revenues $ 801,394 $ 1,096,705 Non-advertising revenues 14,824 16,740 Total Revenue $ 816,218 $ 1,113,445 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 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 all inventory representation agreements in which the Company is acting solely as an agent 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, 2020 and 2019, the Company recorded an asset of approximately $5.8 million and $7.9 million, respectively, related to the unamortized portion of commission expense on new local direct revenue. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following as of December 31, 2020 and 2019 (dollars in thousands): Estimated Useful Life December 31, 2020 December 31, 2019 Land N/A $ 73,251 $ 73,261 Broadcasting and other equipment 5 to 7 years 101,204 92,083 Computer and capitalized software costs 1 to 3 years 29,216 22,859 Furniture and fixtures 5 years 6,733 5,977 Leasehold improvements 5 years 28,630 27,118 Buildings 5 to 20 years 30,052 29,935 Construction in progress N/A 10,789 23,353 Property and equipment, gross 279,875 274,586 Less: accumulated depreciation (71,183) (41,652) Property and equipment, net $ 208,692 $ 232,934 Depreciation expense for the years ended December 31, 2020 and 2019, was $31.8 million and $27.1 million, respectively. 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. The Company's strategic reassessment of a customized technology project resulted in a $4.1 million impairment of capitalized internally developed software costs which is recorded in the Impairment of Capitalized Software Development Costs financial statement line item of the Company's Consolidated Statements of Operations for the year ended December 31, 2020. 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 for the sale of certain land located in Bethesda, MD used in conjunction with the Company's Washington, DC operations to Toll Brothers (the "DC Land"). The asset was classified as held for sale in the Consolidated Balance Sheet as of December 31, 2019. 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 for the year ended December 31, 2019. The sale was 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. On June 24, 2020, the Company completed the sale of DC Land to Toll Brothers. See Note 2, "Acquisitions and Dispositions" for additional discussion related to the sale. 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 was subject to various conditions. In conjunction with the 2019 annual impairment test of the FCC licenses, the Company recorded a $1.2 million impairment charge to adjust the carrying amount of the WABC FCC license to fair value during the fiscal year ended December 31, 2019. The impairment is included in the Impairment of Assets Held for Sale financial statement line item of the Company's Consolidated Statements of Operations. On March 1, 2020, the Company completed the WABC Sale. See Note 2, "Acquisitions and Dispositions" for additional discussion related to the WABC Sale. As of December 31, 2020, the Company had no assets held for sale. The major categories of these assets held for sale are as follows (dollars in thousands): December 31, 2019 WABC Sale DC Land Total Property and equipment, net $ 7,054 $ 75,000 $ 82,054 FCC license 4,573 — 4,573 Other intangibles, net 373 — 373 Total $ 12,000 $ 75,000 $ 87,000 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The Company's intangible assets are as follows (dollars in thousands): 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 $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Acquisitions (See Note 2) 24,111 — — — — — 24,111 Dispositions (107,973) (1,065) — — (1,065) (710) (110,813) Assets held for sale (See Note 4) (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 $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Accumulated Amortization Balance as of December 31, 2018 $ — $ — $ (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 $ — $ — $ (18,712) $ (10,133) $ (2,414) $ (11,191) $ (42,450) Net Book Value as of December 31, 2019 $ 830,490 $ 19,921 $ 111,288 $ 21,867 $ 11,307 $ — $ 994,873 Indefinite-Lived Definite-Lived Total Gross Carrying Amount FCC licenses Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2019 $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Impairment charges (4,509) — — — — — (4,509) Dispositions (391) (161) — — (129) (131) (812) Balance as of December 31, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Accumulated Amortization Balance as of December 31, 2019 $ — $ — $ (18,712) $ (10,133) $ (2,414) $ (11,191) $ (42,450) Amortization Expense — — (11,818) (6,400) (1,520) — (19,738) Dispositions — — — — 32 131 163 Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Net Book Value as of December 31, 2020 $ 825,590 $ 19,760 $ 99,470 $ 15,467 $ 9,690 $ — $ 969,977 (a) Reclassification of leasehold intangibles to right of use assets related to the adoption of ASC 842. Total amortization expense related to the Company's definite-lived intangible assets was $19.7 million and $24.7 million, for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, future amortization expense related to the Company's definite-lived intangible assets was estimated as follows (dollars in thousands): 2021 $ 19,728 2022 19,728 2023 15,995 2024 13,328 2025 13,328 Thereafter 42,520 Total definite-lived intangibles, net $ 124,627 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. As a result of the annual trademark impairment tests, there was no impairment in 2020 or 2019. The FCC license impairment test results 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. The Company considered the current and expected future economic and market conditions surrounding COVID-19, and other potential indicators of impairment. Impairment Testing of FCC Licenses Annual Impairment Test 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 the FCC licenses, the Company utilized the income approach, specifically the Greenfield Method. This method 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 the 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. Projections used in the Greenfield Method for FCC broadcast licenses include significant judgments and assumptions relating to the mature operating profit margin for average stations in the markets where the Company operates, long-term revenue growth rate, and the discount rate. In estimating the value of the licenses, market revenue projections based on third-party radio industry data are obtained. Next, 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 are estimated. 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, 2020 December 31, 2019 Discount rate 7.3 % 8.0 % 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% 20% – 30% As a result of the annual impairment test as of December 31, 2020, there was no impairment of broadcast licenses. As a result of the annual 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 market. 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 the Consolidated Statements of Operations. As of December 31, 2020, the carrying amount of the FCC licenses was $825.6 million and the FCC license fair value of four of the Company's 86 geographical markets exceeded the respective carrying amount by less than 10%. The aggregate carrying amount of the licenses relating to these markets was $43.7 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 circumstances 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. The Company will continue to monitor changes in economic and market conditions related to COVID-19 and, if any events or circumstances indicate a triggering event has occurred, the Company will perform an interim impairment test of intangible assets at the appropriate time. Interim Impairment Test During the second quarter of 2020, management considered the current and expected future economic and market conditions surrounding COVID-19, the adverse impact on the trading value of the Company's publicly-traded equity and on the Company's second quarter 2020 results, the continuing uncertainty surrounding the duration and magnitude of the economic impact of the pandemic and other potential indicators of impairment and determined a triggering event occurred which necessitated an interim impairment test as of June 30, 2020. The interim impairment test was conducted using market revenue projections based on third-party radio industry data and the methodology described above. Below are the key assumptions used in the interim impairment assessment: June 30, 2020 Discount rate 8.0 % Long-term revenue growth rate (0.75) % Mature operating profit margin for average stations in the markets where the Company operates 20% – 30% As a result of the interim impairment test as of June 30, 2020, the Company recorded a non-cash impairment charge of $4.5 million. The impairment charge is included in the Impairment of Intangible Assets financial statement line item within the Consolidated Statements of Operations. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (dollars in thousands): December 31, 2020 December 31, 2019 Accrued employee costs $ 20,638 $ 26,417 Accrued third party content costs 23,470 31,006 Accounts payable 5,250 861 Accrued other 44,770 39,243 Total accounts payable and accrued expenses $ 94,128 $ 97,527 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company's long-term debt consisted of the following (dollars in thousands): December 31, 2020 December 31, 2019 Term Loan due 2026 $ 469,411 $ 523,688 Less: current portion of Term Loan due 2026 (5,250) (5,250) 6.75% Senior Notes 452,836 500,000 2020 Revolving Credit Facility 60,000 — Less: Total unamortized debt issuance costs (9,336) (11,945) Total long-term debt, net, excluding current maturities $ 967,661 $ 1,006,493 Future maturities of the Term Loan due 2026, 6.75% Senior Notes and 2020 Revolving Credit Facility are as follows (dollars in thousands): 2021 $ 5,250 2022 5,250 2023 5,250 2024 5,250 2025 65,250 Thereafter 895,997 Total $ 982,247 Refinanced Credit Agreement (Term Loan due 2026) On September 26, 2019, the Company entered into a new credit agreement by and among Cumulus Media New Holdings Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company ("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 the remaining balance of the then outstanding term loan (the "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, 2020, the Term Loan due 2026 bore interest at a rate of 4.75% 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 (as defined below) 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 Borrowers 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 Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company ("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 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 ( "ASC 470-50-40"), 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. On September 30, 2020, pursuant to the Term Loan due 2026, the Company was required to pay down at closing of the Tower Sale $49.0 million. As a result of the pay down, the Company wrote-off approximately $0.4 million of debt issuance costs related to the Term Loan due 2026. As of December 31, 2020, we were in compliance with all required covenants under the Refinanced Credit Agreement 2020 Revolving Credit Agreement On March 6, 2020, Holdings and certain of the Company's other subsidiaries, as borrowers (the "Borrowers"), and Intermediate Holdings entered into a $100.0 million revolving credit facility (the "2020 Revolving Credit Facility") pursuant to a Credit Agreement (the "2020 Revolving Credit Agreement"), dated as of March 6, 2020, with Fifth Third Bank, as a lender and Administrative Agent and certain other lenders from time to time party thereto. The 2020 Revolving Credit Facility refinances and replaces the Company’s 2018 Revolving Credit Agreement (as defined below) entered into pursuant to that certain Credit Agreement dated as of August 17, 2018, by and among Holdings, the Borrowers, Intermediate Holdings and certain lenders and Deutsche Bank AG New York Branch, as a lender and Administrative Agent. The 2020 Revolving Credit Facility has a maturity date of March 6, 2025. Availability under the 2020 Revolving Credit Facility is tied to a borrowing base equal to 85% of the accounts receivable of the Borrowers, subject to customary reserves and eligibility criteria and reduced by outstanding letters of credit. Under the 2020 Revolving Credit Facility, up to $10.0 million of availability may be drawn in the form of letters of credit and up to $10.0 million of availability may be drawn in the form of swing line loans. Borrowings under the 2020 Revolving Credit Facility bear interest, at the option of Holdings, based on LIBOR plus a percentage spread of 1.00% or the Alternative Base Rate. The Alternative Base Rate is defined, for any day, as the per annum rate equal to the rate identified as the "Prime Rate" by Fifth Third Bank. In addition, the unused portion of the 2020 Revolving Credit Facility will be subject to a commitment fee of 0.25%. The 2020 Revolving Credit Facility contains customary LIBOR successor provisions. The 2020 Revolving Credit Agreement contains representations, covenants and events of default that are customary for financing transactions of this nature. Events of default in the 2020 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 Intermediate 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 2020 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 2020 Revolving Credit Agreement and the ancillary loan documents as a secured party. The 2020 Revolving Credit Agreement does not contain any financial maintenance covenants with which the Company must comply. However, if average excess availability under the 2020 Revolving Credit Facility is less than the greater of (a) 12.5% of the total commitments thereunder or (b) $10.0 million, the Company must comply with a fixed charge coverage ratio of not less than 1.0:1.0. Amounts outstanding under the 2020 Revolving Credit Agreement are guaranteed by Intermediate Holdings and the present and future wholly-owned subsidiaries of Intermediate Holdings that are not borrowers thereunder, subject to certain exceptions as set forth in the 2020 Revolving Credit Agreement (the "2020 Revolver Guarantors") and secured by a security interest in substantially all of the assets of Holdings, the subsidiaries of Holdings party to the 2020 Revolving Credit Agreement as borrowers, and the 2020 Revolver Guarantors. The issuance of the 2020 Revolving Credit Agreement was determined to be a modification of the 2018 Revolving Credit Agreement (as defined below) in accordance with ASC 470-50-40. The Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender. Costs incurred with third parties for issuance of the 2020 Revolving Credit Agreement totaled approximately $0.4 million and were capitalized and will be amortized over the term of the 2020 Revolving Credit Agreement. As of December 31, 2020, $65.1 million was outstanding under the 2020 Revolving Credit Facility, including letters of credit. As of December 31, 2020, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement. 2018 Revolving Credit Agreement On August 17, 2018, Holdings entered into a $50.0 million revolving credit facility (the "2018 Revolving Credit Facility") pursuant to a credit agreement (the "2018 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 2018 Revolving Credit Facility was scheduled to mature on August 17, 2023. As of December 31, 2019, $2.9 million was outstanding in the form of letters of credit under the Revolving Credit Facility. The 2018 Revolving Credit Facility was terminated and replaced by the 2020 Revolving Credit Facility on March 6, 2020 (see above). 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 2020 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, 2020, 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. On November 3, 2020, the Company completed the Tender Offer pursuant to which it accepted and cancelled $47.2 million in aggregate principal amount of the 6.75% Notes as a result of the Tower Sale. See Note 2, "Acquisitions and Dispositions" for additional discussion related to the Tender Offer. As a result of the Tender Offer, the Company wrote-off approximately $0.6 million of debt issuance costs related to the 6.75% Notes. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
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 2026 and the 6.75% Senior Notes (dollars in thousands): December 31, 2020 December 31, 2019 Term Loan due 2026: Gross value $ 469,411 $ 523,688 Fair value - Level 2 460,023 528,684 6.75% Senior Notes: Gross value $ 452,836 $ 500,000 Fair value - Level 2 464,157 533,250 As of December 31, 2020, the Company used trading prices from a third party of 98.00% and 102.50% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively. 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. The fair value of the Company's 2020 Revolving Credit Facility as of December 31, 2020 approximates its carrying amount as a result of the market interest rates of this item and is classified as Level 3 within the fair value hierarchy. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity 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. As of December 31, 2020, the Company had 20,552,209 aggregate issued shares of common stock, and 20,377,987 outstanding shares consisting of: (i) 18,135,956 issued shares and 17,961,734 outstanding shares designated as Class A common stock; and (ii) 2,416,253 issued and outstanding shares designated as Class B common stock. Stock Purchase Warrants On June 4, 2018 (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 our predecessor Company, CM Wind Down Topco, Inc. (formerly known as Cumulus Media, Inc.), 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. Pursuant to an exchange process under the Warrant Agreement, on June 22, 2020, all outstanding warrants were converted into shares of Class A or Class B common stock, and 22,154 remaining Series 2 warrants authorized for issuance were converted into Series 1 warrants and remain outstanding. Shareholder Rights Plan On May 20, 2020, our Board adopted a rights plan and declared a dividend of (a) one Class A right (a "Class A Right") in respect of each share of the Company's Class A common stock, par value $0.0000001 per share (the "Class A Common Shares"), (b) one Class B right (a "Class B Right") in respect of each share of the Company's Class B common stock, par value $0.0000001 per share (the "Class B Common Shares" and together with the Class A Common Shares, the "Common Shares"), (c) one Series 1 warrant right (a "Series 1 Warrant Right") in respect of each of the Company's Series 1 warrants (the "Series 1 Warrants"), and (d) one Series 2 warrant right (a "Series 2 Warrant Right," and together with the Class A Rights, the Class B Rights and the Series 1 Warrant Rights, the "Rights") in respect of each of the Company's Series 2 warrants (the "Series 2 Warrants," and together with the Series 1 Warrants, the "Warrants"). The dividend distribution was made on June 1, 2020 to the Company's stockholders and Warrant holders of record on that date. The terms of the Rights and the rights plan are set forth in a Rights Agreement, dated as of May 21, 2020 (the "Rights Agreement"), by and between the Company and Computershare Trust Company, N.A., as rights agent (or any successor rights agent), as it may be amended from time to time. In the event that a person or group that is or becomes the beneficial owner of 10% or more of the Company's outstanding Class A Common Shares (20% or more in the case of a passive institutional investor), subject to certain exceptions, (a) each Class A Right would allow its holder to purchase from the Company one one-hundredth of a Class A Common Share for a purchase price of $25.00, (b) each Class B Right would allow its holder to purchase from the Company one one-hundredth of a Class B Common Share for a purchase price of $25.00, (c) each Series 1 Warrant Right would allow its holder to purchase from the Company one one-hundredth of a Series 1 Warrant for a purchase price of $25.00, and (d) each Series 2 Warrant would allow its holder to purchase from the Company one one-hundredth of a Series 2 Warrant for a purchase price of $25.00. After the date that the Rights become exercisable, a person or group that is or becomes the beneficial owner of 10% or more of the Company's outstanding Class A Common Shares (20% or more in the case of a passive institutional investor), all holders of Rights, except such beneficial owner, may exercise their (a) Class A Rights, upon payment of the applicable purchase price, to purchase Class A Common Shares (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price, (b) Class B Rights, upon payment of the applicable purchase price, to purchase Class B Common Shares (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price, (c) Series 1 Warrant Rights, upon payment of the applicable purchase price, to purchase Series 1 Warrants (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price, and (d) Series 2 Warrant Rights, upon payment of the applicable purchase price, to purchase Series 2 Warrants (or other securities or assets as determined by the Board) with a market value of two times the applicable purchase price. After the date that the Rights become exercisable, if a flip-in event has already occurred and the Company is acquired in a merger or similar transaction, all holders of Rights, except such beneficial owner, may exercise their Rights, upon payment of the purchase price, to purchase shares of the acquiring corporation with a market value of two times the applicable purchase price of the Rights. In addition, after a person or group has become a beneficial owner of 10% or more of the Company's outstanding Class A Common Shares (20% or more in the case of a passive institutional investor), but before any person beneficially owns 50% or more of the Company's outstanding Class A Common Shares, the Board may exchange each Right (other than Rights that have become null and void) at an exchange ratio of (a) one Class A Common Share per Class A Right, (b) one Class B Common Share per Class B Right, (c) one Series 1 Warrant per Series 1 Warrant Right, and (d) one Series 2 Warrant per Series 2 Warrant Right. The Board may redeem all (but not less than all) of the Rights for a redemption price of $0.001 per Right at any time before the later of the date that the Rights become exercisable and the date of the Company's first public announcement or disclosure that a person or group has become a beneficial owner of 10% or more of the Company's |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Share-Based Compensation On April 30, 2020, our shareholders approved the Cumulus Media Inc. 2020 Equity and Incentive Plan ("2020 Plan"). The 2020 Plan is substantially similar in both form and substance of the Long-term Incentive Plan ("Incentive Plan") approved by the Board, which became effective as of the Effective Date. The purpose of the 2020 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 2020 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 2020 Plan. The 2020 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 Class A common stock that may be delivered under the 2020 Plan is 2,100,000 plus one Common Share that remains available for awards pursuant to the Incentive Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. 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 could be made under the Incentive Plan for a period of ten 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 three twelve Stock Options The Options granted to Management during fiscal year 2020 have a five The Options granted to each non-employee director, which have a five The following table summarizes changes in outstanding stock options during the twelve months ended December 31, 2020 and 2019, as well as stock options that are vested and expected to vest and stock options exercisable as of December 31, 2020 and 2019: Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (2) Outstanding as of December 31, 2018 581,124 $ 25.47 4.4 $ — Granted — — — Exercised — — — Forfeited and canceled (23,826) 25.70 — Outstanding as of December 31, 2019 557,298 $ 25.46 3.4 $ — Exercisable as of December 31, 2019 180,424 $ 24.97 Outstanding as of December 31, 2019 557,298 $ 25.46 3.4 $ — Granted 347,800 $ 12.89 — Exercised — — — Forfeited and canceled (133,984) $ 24.52 — Outstanding as of December 31, 2020 771,114 $ 20.00 3.4 $ 253 Exercisable as of December 31, 2020 271,103 $ 25.22 (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 per-share fair value of each stock option with service conditions only granted in 2020 was determined on the grant date using the Black-Scholes option pricing model with the following assumptions: Grant date 2/13/2020 3/23/2020 Expected term (in years) 3.75 3.75 Risk-free interest rate 1.5 % 1.3 % Expected volatility 46.9 % 68.2 % Expected dividend yield 0 % 0 % The expected term of stock options granted represents the weighted average period that the stock options are expected to remain outstanding and is based on the simplified method. Under the simplified method, the expected life of an option is presumed to be the midpoint between the vesting date and the end of the contractual term. We used the simplified method due to the lack of sufficient historical exercise data. The Company 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 the Company's stock. 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. The Company currently has no history or expectation of paying cash dividends on common stock. There was $2.2 million of unrecognized compensation cost related to unvested stock options as of both December 31, 2020 and 2019. The weighted-average recognition period is 2.4 years for both periods. RSUs The fair value of time-based and performance-based restricted stock awards is the quoted market value of our stock on the grant date. For performance-based restricted stock awards, the Company evaluates the probability of vesting of the awards in each reporting period. In the event the Company determines it is no longer probable that the minimum performance criteria specified in the award will be achieved, all previously recognized compensation expense will be reversed in the period such a determination is made. The following table summarizes the activities for our RSUs for the years ended December 31, 2020 and 2019 and the related weighted-average grant date fair value: Number of RSUs Weighted-Average Grant Date Fair Value 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 Granted 341,327 10.20 Vested (212,193) 10.67 Forfeited (230,721) 14.24 Nonvested as of December 31, 2020 373,131 $ 12.65 As of December 31, 2020 and 2019, there was $3.5 million an d $5.5 million, respectively, of unrecognized compensation cost related to unvested RSUs with a weighted-average recognition period of 1.9 years for both periods. Stock-based compensation expense The total stock-based compensation expense included in "Corporate expenses" in the accompanying Consolidated Statements of Operations was as follows (dollars in thousands): Year Ended Year Ended Stock option grants $ 1,044 $ 1,326 Restricted stock unit grants 2,293 3,975 Total expense $ 3,337 $ 5,301 The associated tax benefits related to these stock-based compensation awards for the years ended December 31, 2020 and 2019, was $0.9 million and $1.4 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax (benefit) expense for the Company years ended December 31, 2020 and 2019, consisted of the following (dollars in thousands): Year Ended Year Ended December 31, 2019 Current income tax expense Federal $ 7,441 $ 10,952 State and local 2,126 2,656 Total current income tax expense $ 9,567 $ 13,608 Deferred income tax (benefit) expense Federal $ (21,799) $ 6,999 State and local (7,017) 1,656 Total deferred tax (benefit) expense (28,816) 8,655 Total income tax (benefit) expense $ (19,249) $ 22,263 Total income tax (benefit) expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2020 and 2019, as a result of the following (dollars in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Computed income tax expense at federal statutory rate on pre-tax (loss) income $ (16,583) $ 17,539 State income tax expense, net of federal tax benefit (3,753) 4,415 Bankruptcy costs 150 446 Section 162 disallowance 375 936 Provision to return (152) (1,564) Other adjustments 714 491 Net income tax (benefit) expense $ (19,249) $ 22,263 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below (dollars in thousands): December 31, 2020 December 31, 2019 Deferred income tax assets: Accounts receivable $ 1,753 $ 1,332 Leases 45,977 42,374 Other liabilities 4,777 4,980 Debt costs 1,132 841 Interest limitation 451 3,966 Financing liabilities 54,708 — Net operating loss 39 — Total deferred income tax assets before valuation allowance 108,837 53,493 Less: valuation allowance — — Total deferred tax assets $ 108,837 $ 53,493 Deferred income tax liabilities: Intangible assets $ 27,586 $ 12,992 Property and equipment 30,417 22,465 Leases 40,962 36,666 Other 2,093 2,408 Total deferred income tax liabilities $ 101,058 $ 74,531 Total net deferred income tax assets (liabilities) $ 7,779 $ (21,038) 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, 2020 and 2019, the Company did not record a valuation allowance because of the reversal of deferred tax liabilities of the Company and expected future taxable income. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (the "CARES Act") was signed into law. Among other provisions, the law provides relief to U.S. federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and technical corrections to qualified improvement property. The Company recognized the effect of the changes in tax law on existing deferred tax assets and liabilities in income from continuing operations in the period ended December 31, 2020. The new legislation is retroactive. As a result, the effective tax rate for the current period and income taxes payable or receivable for the prior annual period was adjusted for the period ended December 31, 2020 resulting in a federal cash tax benefit of approximately $3.5 million and an immaterial state cash tax benefit. As of December 31, 2020, the Company did not have federal interest expense disallowance carryforwards as a result of the change in the adjusted taxable income limitation pursuant to the CARES Act. The Company had state interest expense disallowance carryforwards in certain jurisdictions of $550.8 million, which are available to offset future taxable income and have 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 in each of the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, the total interest and penalties accrued was $0.5 million and $0.3 million, respectively. The total uncertain tax positions and accrued interest and penalties as of December 31, 2020 and 2019 were $6.1 million and $5.9 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 $6.1 million as of December 31, 2020 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, 2020, 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 2016. For the majority of state and local tax jurisdictions in which the Company is subject to income tax audits, tax years through 2016 have been closed. The following table reconciles uncertain tax positions (dollars in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Balance at beginning of period $ 5,651 $ 5,787 Decreases for prior year tax positions — (120) Decreases relating to settlements with taxing authorities and other (81) (16) Balance at end of period $ 5,570 $ 5,651 |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | (Loss) Earnings Per Share The Company calculates basic (loss) earnings per share by dividing net (loss) income by the weighted average number of common shares outstanding, excluding unvested restricted shares. The Company calculates diluted (loss) earnings per share by dividing net (loss) income by the weighted average number of common shares outstanding plus the dilutive effect of all outstanding share-based awards, including stock options and restricted stock awards. Warrants generally are included in basic and diluted shares outstanding because there is little or no consideration paid upon exercise of the Warrants. For the twelve months ended December 31, 2020, due to the net loss attributable to the Company common stockholders, potential common shares that would cause dilution, such as employee stock options, restricted shares and other stock awards, have been excluded from the diluted share count because their effect would have been anti-dilutive. The Company applies the two-class method to calculate (loss) earnings per share. Because both classes share the same rights in dividends and earnings, (loss) earnings per share (basic and diluted) are the same for both classes. The following table presents the reconciliation of basic to diluted weighted average common shares (dollars in thousands, except per share data): Year Ended December 31, 2020 Year Ended December 31, 2019 Basic (Loss) Earnings Per Share Numerator: Undistributed net (loss) income from operations $ (59,719) $ 61,257 Basic net (loss) income attributable to common shares $ (59,719) $ 61,257 Denominator: Basic weighted average shares outstanding 20,317 20,131 Basic undistributed net (loss) income per share attributable to common shares $ (2.94) $ 3.04 Diluted (Loss) Earnings Per Share Numerator: Undistributed net (loss) income from operations $ (59,719) $ 61,257 Diluted net (loss) income attributable to common shares $ (59,719) $ 61,257 Denominator: Basic weighted average shares outstanding 20,317 20,131 Effect of dilutive options and restricted stock units — 153 Diluted weighted average shares outstanding 20,317 20,284 Diluted undistributed net (loss) income per share attributable to common shares $ (2.94) $ 3.02 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases 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 ASU 2016-02, Leases (Topic 842) and its related amendments (collectively, known as "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 one 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, 2020 and 2019 (dollars in thousands): Balance Sheet Location December 31, 2020 December 31, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 157,568 $ 143,436 Finance, net of accumulated amortization of $498 and $352 at December 31, 2020 and 2019, respectively Other assets 496 380 Total Assets $ 158,064 $ 143,816 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 28,121 $ 34,462 Finance Accounts payable and accrued liabilities 250 234 Noncurrent Operating Operating lease liabilities 129,273 111,184 Finance Other liabilities 256 146 Total Liabilities $ 157,900 $ 146,026 The following table presents the total lease cost for the years ended December 31, 2020 and 2019 (dollars in thousands): Statement of Operations Location December 31, 2020 December 31, 2019 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 33,439 $ 37,750 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 348 414 Interest on lease liabilities Interest expense 40 42 Total Lease Cost $ 33,827 $ 38,206 Total lease income related to our lessor arrangements was $2.1 million and $3.0 million for the years ended December 31, 2020 and 2019, respectively. Other Supplementary Data The following tables present other supplementary information for the years ended December 31, 2020 and 2019, respectively (dollars in thousands): December 31, 2020 December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 34,051 $ 22,370 Operating cash flows from finance leases 40 42 Financing cash flows from finance leases 339 414 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 40,506 $ 22,922 December 31, 2020 December 31, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 8.85 7.99 Finance leases 2.69 2.22 Weighted Average Discount Rate Operating leases 6.68 % 7.45 % Finance leases 6.22 % 7.44 % As of December 31, 2020, 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 2021 $ 28,106 $ 253 $ 28,359 2022 27,577 173 27,750 2023 26,045 61 26,106 2024 22,133 44 22,177 2025 18,972 15 18,987 Thereafter 85,883 — 85,883 Total lease payments $ 208,716 $ 546 $ 209,262 Less: imputed interest (51,322) (40) (51,362) Total $ 157,394 $ 506 $ 157,900 Future minimum payments related to the Company's failed sale-leasebacks as of December 31, 2020 were as follows (dollars in thousands): Tower Sale Other Total 2021 $ 13,266 $ 1,603 $ 14,869 2022 13,664 1,650 15,314 2023 14,074 1,701 15,775 2024 14,496 1,751 16,247 2025 14,931 301 15,232 Thereafter 171,175 — 171,175 $ 241,606 $ 7,006 $ 248,612 Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2020 were as follows (dollars in thousands): Operating Leases 2021 $ 271 2022 245 2023 242 2024 160 2025 82 Thereafter 119 Total lease receivables $ 1,119 |
Leases | Leases 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 ASU 2016-02, Leases (Topic 842) and its related amendments (collectively, known as "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 one 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, 2020 and 2019 (dollars in thousands): Balance Sheet Location December 31, 2020 December 31, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 157,568 $ 143,436 Finance, net of accumulated amortization of $498 and $352 at December 31, 2020 and 2019, respectively Other assets 496 380 Total Assets $ 158,064 $ 143,816 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 28,121 $ 34,462 Finance Accounts payable and accrued liabilities 250 234 Noncurrent Operating Operating lease liabilities 129,273 111,184 Finance Other liabilities 256 146 Total Liabilities $ 157,900 $ 146,026 The following table presents the total lease cost for the years ended December 31, 2020 and 2019 (dollars in thousands): Statement of Operations Location December 31, 2020 December 31, 2019 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 33,439 $ 37,750 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 348 414 Interest on lease liabilities Interest expense 40 42 Total Lease Cost $ 33,827 $ 38,206 Total lease income related to our lessor arrangements was $2.1 million and $3.0 million for the years ended December 31, 2020 and 2019, respectively. Other Supplementary Data The following tables present other supplementary information for the years ended December 31, 2020 and 2019, respectively (dollars in thousands): December 31, 2020 December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 34,051 $ 22,370 Operating cash flows from finance leases 40 42 Financing cash flows from finance leases 339 414 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 40,506 $ 22,922 December 31, 2020 December 31, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 8.85 7.99 Finance leases 2.69 2.22 Weighted Average Discount Rate Operating leases 6.68 % 7.45 % Finance leases 6.22 % 7.44 % As of December 31, 2020, 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 2021 $ 28,106 $ 253 $ 28,359 2022 27,577 173 27,750 2023 26,045 61 26,106 2024 22,133 44 22,177 2025 18,972 15 18,987 Thereafter 85,883 — 85,883 Total lease payments $ 208,716 $ 546 $ 209,262 Less: imputed interest (51,322) (40) (51,362) Total $ 157,394 $ 506 $ 157,900 Future minimum payments related to the Company's failed sale-leasebacks as of December 31, 2020 were as follows (dollars in thousands): Tower Sale Other Total 2021 $ 13,266 $ 1,603 $ 14,869 2022 13,664 1,650 15,314 2023 14,074 1,701 15,775 2024 14,496 1,751 16,247 2025 14,931 301 15,232 Thereafter 171,175 — 171,175 $ 241,606 $ 7,006 $ 248,612 Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2020 were as follows (dollars in thousands): Operating Leases 2021 $ 271 2022 245 2023 242 2024 160 2025 82 Thereafter 119 Total lease receivables $ 1,119 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
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 $94.6 million as of December 31, 2020 and is expected to be paid in accordance with the agreements through December 2022. The Company engages 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, 2020, 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. The Company is not a party to that case, and is not yet able to determine what effect that proceeding will have, if any, on its financial position, results of operations or cash flows. In calendar year 2020, the FCC staff advised companies in the radio broadcast industry, including the Company, that it had been conducting an investigation into the timeliness of compliance with political file record keeping obligations by radio stations throughout the industry. The Company engaged in discussions with the FCC staff with respect to this investigation and on July 22, 2020, the FCC adopted a Consent Decree entered into by the Company with respect to such investigation. Under the Consent Decree, the Company agreed to implement a comprehensive compliance plan to ensure future compliance with the FCC's political file rules and to submit periodic compliance reports to the FCC. No fines were imposed on the Company as a result of the investigation, but there is no guarantee that fines will not be imposed in the future with regard to violations occurring during the period that the Consent Decree is in effect. 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. The final agreement was reached on March 20, 2020. As a result of the final settlement, the Company accrued $1.7 million in the first quarter of 2020. On February 24, 2020, two individual plaintiffs filed a putative class action lawsuit against the Company in the U.S. District Court for the Northern District of Georgia alleging claims regarding the Cumulus Media Inc. 401(k) Plan (the "Plan"). The case alleges that the Company breached its fiduciary duties under the Employee Retirement Income Security Act of 1974 (ERISA) in the oversight of the Plan, principally by selecting and retaining certain investment options despite their higher fees and costs than other available investment options, causing participants in the Plan to pay excessive recordkeeping fees, and by failing to monitor other fiduciaries. The plaintiffs seek unspecified damages on behalf of a class of Plan participants from February 24, 2014 through the date of any judgment. On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020 the Court entered an order dismissing one of the individual plaintiffs and all claims against the Company except those that arose on or after February 24, 2019 (i.e., one year prior to the filing of the Complaint). The Company intends to continue to defend the case vigorously. 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 September 28, 2020, Westwood One and the National Collegiate Athletic Association and NIT, LLC (collectively "the NCAA"), filed competing lawsuits in the Indiana Commercial Court in Indianapolis, Indiana (the "Court"), with regard to the terms of that certain Radio Agreement between the parties dated January 13, 2011 (the "Radio Agreement"), that granted Westwood One exclusive rights to produce and distribute audio broadcasts for all NCAA and NIT championship events during the term of that agreement. Both lawsuits relate to annual rights fees applicable to championship events under the Rights Agreement that were cancelled in 2020 due to the COVID-19 pandemic and the subsequent termination of the Rights Agreement by the NCAA. The complaint filed by the NCAA alleges a breach of the Radio Agreement by Westwood One for non-payment of certain fees related to the events that were canceled and requests, among other things, a declaratory ruling that the termination of the Radio Agreement by the NCAA was permissible and that the NCAA is entitled to full payment of the annual rights fees under the Radio Agreement for the 2019-2020 contract year despite the cancellation of certain events. Westwood One filed its complaint seeking, among other things, a declaratory ruling that Westwood One was not obligated to pay the disputed annual rights fees due to the cancellation of the relevant events and that the NCAA was prohibited from terminating the Radio Agreement for such non-payment, and also requested a preliminary injunction seeking to enjoin the NCAA from terminating the Radio Agreement until the Court could make a determination on the issues raised by the lawsuits. By order dated October 23, 2020, the Court denied Westwood One's motion for preliminary injunction, but did not reach a conclusion on the merits of Westwood One's request for a declaratory ruling. On October 23, 2020, Westwood One filed an appeal of the Court's denial of its motion for preliminary injunction and intends to litigate both the NCAA lawsuit and the Westwood One lawsuit to conclusion. Notwithstanding the foregoing, Westwood One and the NCAA have entered into an agreement granting Westwood One exclusive rights to produce and distribute audio broadcasts of the 2020-21 college basketball season, including the NCAA championship event currently scheduled for April 2021. The Company is currently unable to reasonably estimate what effect the ultimate outcome of this litigation might have, if any, on its financial position, results of operations or cash flows. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2020 | |
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 Balance at Charged to Costs and Expenses Additions/(Deductions) Balance Allowance for doubtful accounts December 31, 2020 $ 5,197 $ 7,776 $ (6,228) $ 6,745 December 31, 2019 $ 5,313 $ 4,077 $ (4,193) $ 5,197 |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 |
Basis of Presentation | Basis of Presentation Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company has one reportable segment and presents 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 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 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. We assessed these aforementioned estimates and judgments utilizing information reasonably available to us and considering the unknown future impacts of the novel coronavirus disease ("COVID-19") pandemic. The business and economic uncertainty resulting from the COVID-19 pandemic has made such estimates and assumptions more difficult to calculate. While there was not a material impact to our key estimates as of and for the year ended December 31, 2020, our estimates may change based on the magnitude and duration of COVID-19, as well as other factors. Actual amounts and results may differ materially from these estimates. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income includes net income and certain items that are excluded from net (loss) income and recorded as a separate component of stockholders' equity. During the years ended December 31, 2020 and 2019, the Company had no items of other comprehensive (loss) income and, therefore, comprehensive (loss) income does not differ from reported net (loss) 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. 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, 2020, 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. |
Advertising Costs | Advertising CostsAdvertising 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 years ended December 31, 2020 and 2019, was $3.3 million and $5.3 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. The fair value of time-based and performance-based restricted stock awards is the quoted market value of our stock on the grant date. For performance-based restricted stock awards, the Company evaluates the probability of vesting of the awards in each reporting period. In the event the Company determines it is no longer probable that the minimum performance criteria specified in the award will be achieved, all previously recognized compensation expense will be reversed in the period such a determination is made. |
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. |
(Loss) Earnings per Share | (Loss) Earnings Per Share Basic (loss) earnings per share is computed on the basis of the weighted average number of common shares outstanding. The Company allocates undistributed net (loss) 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 outstanding warrants 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 (loss) 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. Potentially dilutive shares are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive. Under the two-class method, net (loss) income is allocated to common stock and participating securities to the extent that each security may share in earnings, as if all of the (loss) 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 InstrumentsThe 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. |
Adoption of New Accounting Standards and Recent Accounting Standards Updates | Adoption of New Accounting Standards 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. The Company adopted ASU 2018-13 as of January 1, 2020 and there was no material impact to the Company's Consolidated Financial Statements. 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 was 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. |
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 |
Nature of Business, Basis of _3
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 years ended December 31, 2020 and 2019 (dollars in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Supplemental disclosures of cash flow information: Interest paid $ 62,513 $ 76,846 Income taxes paid 5,775 18,590 Supplemental disclosures of non-cash flow information: Trade revenue 34,203 $ 45,308 Trade expense 33,604 44,378 Non-cash principal increase in financing liabilities 638 776 Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheet: Cash and cash equivalents $ 271,761 $ 15,142 Restricted cash — 1,865 Total cash and cash equivalents and restricted cash $ 271,761 $ 17,007 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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) |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenues disaggregated by revenue source (dollars in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Advertising revenues $ 801,394 $ 1,096,705 Non-advertising revenues 14,824 16,740 Total Revenue $ 816,218 $ 1,113,445 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of the following as of December 31, 2020 and 2019 (dollars in thousands): Estimated Useful Life December 31, 2020 December 31, 2019 Land N/A $ 73,251 $ 73,261 Broadcasting and other equipment 5 to 7 years 101,204 92,083 Computer and capitalized software costs 1 to 3 years 29,216 22,859 Furniture and fixtures 5 years 6,733 5,977 Leasehold improvements 5 years 28,630 27,118 Buildings 5 to 20 years 30,052 29,935 Construction in progress N/A 10,789 23,353 Property and equipment, gross 279,875 274,586 Less: accumulated depreciation (71,183) (41,652) Property and equipment, net $ 208,692 $ 232,934 |
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 WABC Sale DC Land Total Property and equipment, net $ 7,054 $ 75,000 $ 82,054 FCC license 4,573 — 4,573 Other intangibles, net 373 — 373 Total $ 12,000 $ 75,000 $ 87,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2018 $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Acquisitions (See Note 2) 24,111 — — — — — 24,111 Dispositions (107,973) (1,065) — — (1,065) (710) (110,813) Assets held for sale (See Note 4) (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 $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Accumulated Amortization Balance as of December 31, 2018 $ — $ — $ (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 $ — $ — $ (18,712) $ (10,133) $ (2,414) $ (11,191) $ (42,450) Net Book Value as of December 31, 2019 $ 830,490 $ 19,921 $ 111,288 $ 21,867 $ 11,307 $ — $ 994,873 Indefinite-Lived Definite-Lived Total Gross Carrying Amount FCC licenses Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2019 $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Impairment charges (4,509) — — — — — (4,509) Dispositions (391) (161) — — (129) (131) (812) Balance as of December 31, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Accumulated Amortization Balance as of December 31, 2019 $ — $ — $ (18,712) $ (10,133) $ (2,414) $ (11,191) $ (42,450) Amortization Expense — — (11,818) (6,400) (1,520) — (19,738) Dispositions — — — — 32 131 163 Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Net Book Value as of December 31, 2020 $ 825,590 $ 19,760 $ 99,470 $ 15,467 $ 9,690 $ — $ 969,977 (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 Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2018 $ 935,652 $ 21,184 $ 130,000 $ 32,000 $ 14,983 $ 14,253 $ 1,148,072 Acquisitions (See Note 2) 24,111 — — — — — 24,111 Dispositions (107,973) (1,065) — — (1,065) (710) (110,813) Assets held for sale (See Note 4) (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 $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Accumulated Amortization Balance as of December 31, 2018 $ — $ — $ (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 $ — $ — $ (18,712) $ (10,133) $ (2,414) $ (11,191) $ (42,450) Net Book Value as of December 31, 2019 $ 830,490 $ 19,921 $ 111,288 $ 21,867 $ 11,307 $ — $ 994,873 Indefinite-Lived Definite-Lived Total Gross Carrying Amount FCC licenses Trademarks Affiliate and producer relationships Broadcast advertising Tower income contracts Other Balance as of December 31, 2019 $ 830,490 $ 19,921 $ 130,000 $ 32,000 $ 13,721 $ 11,191 $ 1,037,323 Impairment charges (4,509) — — — — — (4,509) Dispositions (391) (161) — — (129) (131) (812) Balance as of December 31, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Accumulated Amortization Balance as of December 31, 2019 $ — $ — $ (18,712) $ (10,133) $ (2,414) $ (11,191) $ (42,450) Amortization Expense — — (11,818) (6,400) (1,520) — (19,738) Dispositions — — — — 32 131 163 Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Net Book Value as of December 31, 2020 $ 825,590 $ 19,760 $ 99,470 $ 15,467 $ 9,690 $ — $ 969,977 (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, 2020, future amortization expense related to the Company's definite-lived intangible assets was estimated as follows (dollars in thousands): 2021 $ 19,728 2022 19,728 2023 15,995 2024 13,328 2025 13,328 Thereafter 42,520 Total definite-lived intangibles, net $ 124,627 |
Schedule of Valuation Assumptions For Impairment Assessments | Below are the key assumptions used in our annual impairment assessments: December 31, 2020 December 31, 2019 Discount rate 7.3 % 8.0 % 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% 20% – 30% interim impairment assessment: June 30, 2020 Discount rate 8.0 % Long-term revenue growth rate (0.75) % Mature operating profit margin for average stations in the markets where the Company operates 20% – 30% |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Components of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (dollars in thousands): December 31, 2020 December 31, 2019 Accrued employee costs $ 20,638 $ 26,417 Accrued third party content costs 23,470 31,006 Accounts payable 5,250 861 Accrued other 44,770 39,243 Total accounts payable and accrued expenses $ 94,128 $ 97,527 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Components of Long-term Debt | The Company's long-term debt consisted of the following (dollars in thousands): December 31, 2020 December 31, 2019 Term Loan due 2026 $ 469,411 $ 523,688 Less: current portion of Term Loan due 2026 (5,250) (5,250) 6.75% Senior Notes 452,836 500,000 2020 Revolving Credit Facility 60,000 — Less: Total unamortized debt issuance costs (9,336) (11,945) Total long-term debt, net, excluding current maturities $ 967,661 $ 1,006,493 |
Future Maturities of Long-Term Debt | Future maturities of the Term Loan due 2026, 6.75% Senior Notes and 2020 Revolving Credit Facility are as follows (dollars in thousands): 2021 $ 5,250 2022 5,250 2023 5,250 2024 5,250 2025 65,250 Thereafter 895,997 Total $ 982,247 |
Schedule of Redemption Price | 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 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Debt | The following table shows the gross amount and fair value of the Term Loan due 2026 and the 6.75% Senior Notes (dollars in thousands): December 31, 2020 December 31, 2019 Term Loan due 2026: Gross value $ 469,411 $ 523,688 Fair value - Level 2 460,023 528,684 6.75% Senior Notes: Gross value $ 452,836 $ 500,000 Fair value - Level 2 464,157 533,250 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes changes in outstanding stock options during the twelve months ended December 31, 2020 and 2019, as well as stock options that are vested and expected to vest and stock options exercisable as of December 31, 2020 and 2019: Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (2) Outstanding as of December 31, 2018 581,124 $ 25.47 4.4 $ — Granted — — — Exercised — — — Forfeited and canceled (23,826) 25.70 — Outstanding as of December 31, 2019 557,298 $ 25.46 3.4 $ — Exercisable as of December 31, 2019 180,424 $ 24.97 Outstanding as of December 31, 2019 557,298 $ 25.46 3.4 $ — Granted 347,800 $ 12.89 — Exercised — — — Forfeited and canceled (133,984) $ 24.52 — Outstanding as of December 31, 2020 771,114 $ 20.00 3.4 $ 253 Exercisable as of December 31, 2020 271,103 $ 25.22 (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. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The per-share fair value of each stock option with service conditions only granted in 2020 was determined on the grant date using the Black-Scholes option pricing model with the following assumptions: Grant date 2/13/2020 3/23/2020 Expected term (in years) 3.75 3.75 Risk-free interest rate 1.5 % 1.3 % Expected volatility 46.9 % 68.2 % Expected dividend yield 0 % 0 % |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the activities for our RSUs for the years ended December 31, 2020 and 2019 and the related weighted-average grant date fair value: Number of RSUs Weighted-Average Grant Date Fair Value 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 Granted 341,327 10.20 Vested (212,193) 10.67 Forfeited (230,721) 14.24 Nonvested as of December 31, 2020 373,131 $ 12.65 |
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 was as follows (dollars in thousands): Year Ended Year Ended Stock option grants $ 1,044 $ 1,326 Restricted stock unit grants 2,293 3,975 Total expense $ 3,337 $ 5,301 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense (Benefit) | Year Ended Year Ended December 31, 2019 Current income tax expense Federal $ 7,441 $ 10,952 State and local 2,126 2,656 Total current income tax expense $ 9,567 $ 13,608 Deferred income tax (benefit) expense Federal $ (21,799) $ 6,999 State and local (7,017) 1,656 Total deferred tax (benefit) expense (28,816) 8,655 Total income tax (benefit) expense $ (19,249) $ 22,263 |
Total Income Tax Expense (Benefit) Differed From Amount Computed by Applying Federal Statutory Tax Rate | Total income tax (benefit) expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2020 and 2019, as a result of the following (dollars in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Computed income tax expense at federal statutory rate on pre-tax (loss) income $ (16,583) $ 17,539 State income tax expense, net of federal tax benefit (3,753) 4,415 Bankruptcy costs 150 446 Section 162 disallowance 375 936 Provision to return (152) (1,564) Other adjustments 714 491 Net income tax (benefit) expense $ (19,249) $ 22,263 |
Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below (dollars in thousands): December 31, 2020 December 31, 2019 Deferred income tax assets: Accounts receivable $ 1,753 $ 1,332 Leases 45,977 42,374 Other liabilities 4,777 4,980 Debt costs 1,132 841 Interest limitation 451 3,966 Financing liabilities 54,708 — Net operating loss 39 — Total deferred income tax assets before valuation allowance 108,837 53,493 Less: valuation allowance — — Total deferred tax assets $ 108,837 $ 53,493 Deferred income tax liabilities: Intangible assets $ 27,586 $ 12,992 Property and equipment 30,417 22,465 Leases 40,962 36,666 Other 2,093 2,408 Total deferred income tax liabilities $ 101,058 $ 74,531 Total net deferred income tax assets (liabilities) $ 7,779 $ (21,038) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reconciles uncertain tax positions (dollars in thousands): Year Ended December 31, 2020 Year Ended December 31, 2019 Balance at beginning of period $ 5,651 $ 5,787 Decreases for prior year tax positions — (120) Decreases relating to settlements with taxing authorities and other (81) (16) Balance at end of period $ 5,570 $ 5,651 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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): Year Ended December 31, 2020 Year Ended December 31, 2019 Basic (Loss) Earnings Per Share Numerator: Undistributed net (loss) income from operations $ (59,719) $ 61,257 Basic net (loss) income attributable to common shares $ (59,719) $ 61,257 Denominator: Basic weighted average shares outstanding 20,317 20,131 Basic undistributed net (loss) income per share attributable to common shares $ (2.94) $ 3.04 Diluted (Loss) Earnings Per Share Numerator: Undistributed net (loss) income from operations $ (59,719) $ 61,257 Diluted net (loss) income attributable to common shares $ (59,719) $ 61,257 Denominator: Basic weighted average shares outstanding 20,317 20,131 Effect of dilutive options and restricted stock units — 153 Diluted weighted average shares outstanding 20,317 20,284 Diluted undistributed net (loss) income per share attributable to common shares $ (2.94) $ 3.02 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 (dollars in thousands): Balance Sheet Location December 31, 2020 December 31, 2019 Right-of-Use Assets Operating Operating lease right-of-use assets $ 157,568 $ 143,436 Finance, net of accumulated amortization of $498 and $352 at December 31, 2020 and 2019, respectively Other assets 496 380 Total Assets $ 158,064 $ 143,816 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 28,121 $ 34,462 Finance Accounts payable and accrued liabilities 250 234 Noncurrent Operating Operating lease liabilities 129,273 111,184 Finance Other liabilities 256 146 Total Liabilities $ 157,900 $ 146,026 |
Lease Cost | The following table presents the total lease cost for the years ended December 31, 2020 and 2019 (dollars in thousands): Statement of Operations Location December 31, 2020 December 31, 2019 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 33,439 $ 37,750 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 348 414 Interest on lease liabilities Interest expense 40 42 Total Lease Cost $ 33,827 $ 38,206 The following tables present other supplementary information for the years ended December 31, 2020 and 2019, respectively (dollars in thousands): December 31, 2020 December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 34,051 $ 22,370 Operating cash flows from finance leases 40 42 Financing cash flows from finance leases 339 414 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 40,506 $ 22,922 December 31, 2020 December 31, 2019 Weighted Average Remaining Lease Term (in years) Operating leases 8.85 7.99 Finance leases 2.69 2.22 Weighted Average Discount Rate Operating leases 6.68 % 7.45 % Finance leases 6.22 % 7.44 % |
Operating Lease Maturity | As of December 31, 2020, 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 2021 $ 28,106 $ 253 $ 28,359 2022 27,577 173 27,750 2023 26,045 61 26,106 2024 22,133 44 22,177 2025 18,972 15 18,987 Thereafter 85,883 — 85,883 Total lease payments $ 208,716 $ 546 $ 209,262 Less: imputed interest (51,322) (40) (51,362) Total $ 157,394 $ 506 $ 157,900 |
Finance Leases Maturity | As of December 31, 2020, 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 2021 $ 28,106 $ 253 $ 28,359 2022 27,577 173 27,750 2023 26,045 61 26,106 2024 22,133 44 22,177 2025 18,972 15 18,987 Thereafter 85,883 — 85,883 Total lease payments $ 208,716 $ 546 $ 209,262 Less: imputed interest (51,322) (40) (51,362) Total $ 157,394 $ 506 $ 157,900 |
Sale Leaseback Maturity | Future minimum payments related to the Company's failed sale-leasebacks as of December 31, 2020 were as follows (dollars in thousands): Tower Sale Other Total 2021 $ 13,266 $ 1,603 $ 14,869 2022 13,664 1,650 15,314 2023 14,074 1,701 15,775 2024 14,496 1,751 16,247 2025 14,931 301 15,232 Thereafter 171,175 — 171,175 $ 241,606 $ 7,006 $ 248,612 |
Lease Receivable, Maturity | Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2020 were as follows (dollars in thousands): Operating Leases 2021 $ 271 2022 245 2023 242 2024 160 2025 82 Thereafter 119 Total lease receivables $ 1,119 |
Nature of Business, Basis of _4
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)segmentstationmarket | Dec. 31, 2019USD ($)station | |
Accounting Policies [Abstract] | ||
Number of owned and operated stations | station | 415 | |
Number of markets | market | 86 | |
Number of radio stations | station | 7,300 | |
Number of reportable segments | segment | 1 | |
Advertising expense | $ 4,000 | $ 6,000 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock-based compensation expense | 3,337 | 5,301 |
Trade revenue | 34,203 | 45,308 |
Trade expense | $ 33,604 | $ 44,378 |
Marketing Agreement | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Number of radio stations under local marketing agreement | station | 1 | 2 |
Revenue | $ 2,500 | $ 3,500 |
Nature of Business, Basis of _5
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Supplemental Cash Flow Information) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental disclosures of cash flow information: | |||
Interest paid | $ 62,513 | $ 76,846 | |
Income taxes paid | 5,775 | 18,590 | |
Supplemental disclosures of non-cash flow information: | |||
Trade revenue | 34,203 | 45,308 | |
Trade expense | 33,604 | 44,378 | |
Non-cash principal increase in financing liabilities | 638 | 776 | |
Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheet: | |||
Cash and cash equivalents | 271,761 | 15,142 | |
Restricted cash | 0 | 1,865 | |
Total cash and cash equivalents and restricted cash | $ 271,761 | $ 17,007 | $ 30,038 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Tower Sale) (Details) $ in Millions | Nov. 03, 2020USD ($) | Sep. 30, 2020USD ($) | Aug. 07, 2020USD ($)period | Dec. 31, 2020 | Jun. 26, 2019 |
Term Loan Due 2026 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayments of debt | $ 49 | ||||
Interest rate | 4.75% | ||||
Senior Notes 6.75 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Repayments of debt | $ 47.2 | ||||
Interest rate | 6.75% | ||||
Issuable debt | $ 47.2 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Assets held-for-sale | $ 213 | ||||
Tower Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Term of contract | 10 years | ||||
Optional renewal periods | period | 5 | ||||
Renewal term | 5 years | ||||
Transaction Costs Capitalized | $ 4.1 | ||||
Tower Sale | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestiture of businesses | $ 202.3 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions (Narrative) (Details) | Mar. 01, 2020USD ($) | Jul. 15, 2019USD ($) | Jun. 26, 2019USD ($) | May 31, 2019USD ($)station | May 09, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 24, 2020USD ($) |
Asset Acquisition [Line Items] | ||||||||
Previously announced radio stations for sale | station | 6 | |||||||
Gain on sale of assets or stations | $ (8,761,000) | $ 55,403,000 | ||||||
Entercom Swap | ||||||||
Asset Acquisition [Line Items] | ||||||||
Loss on dispositions | 2,200,000 | |||||||
Consideration transferred | $ 22,501,000 | |||||||
Connoisseur Swap | ||||||||
Asset Acquisition [Line Items] | ||||||||
Loss on dispositions | 0 | |||||||
Consideration transferred | $ 3,700,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | DC Land | ||||||||
Asset Acquisition [Line Items] | ||||||||
Cash received for sale | 5,000,000 | $ 71,300,000 | ||||||
Loss on sale | $ 3,700,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | WABC Sale | ||||||||
Asset Acquisition [Line Items] | ||||||||
Cash received for sale | $ 12,000,000 | |||||||
Loss on sale | $ 900,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Educational Media Foundation | ||||||||
Asset Acquisition [Line Items] | ||||||||
Proceeds from sale of productive assets | $ 103,500,000 | |||||||
Gain on sale of assets or stations | 47,600,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Meruelo Media | ||||||||
Asset Acquisition [Line Items] | ||||||||
Loss on dispositions | $ (10,500,000) | |||||||
Proceeds from sale of productive assets | $ 43,000,000 |
Acquisitions and Dispositions_4
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) |
Revenues (Disaggregated by Reve
Revenues (Disaggregated by Revenue Source) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 816,218 | $ 1,113,445 |
Advertising Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 801,394 | 1,096,705 |
Non-Advertising Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 14,824 | $ 16,740 |
Revenues (Non-Advertising Reven
Revenues (Non-Advertising Revenues) (Detail) | Dec. 31, 2020 |
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, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer asset | $ 5.8 | $ 7.9 |
Revenues (Capitalized Costs o_2
Revenues (Capitalized Costs of Obtaining a Contract - 2) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Capitalized contract cost, amortization | $ 7,200,000 | $ 6,100,000 |
Capitalized contract cost, impairment loss | $ 0 | $ 0 |
Property and Equipment (Compone
Property and Equipment (Components of Property and Equipment) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 279,875 | $ 274,586 |
Less: accumulated depreciation | (71,183) | (41,652) |
Property and equipment, net | 208,692 | 232,934 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 73,251 | 73,261 |
Broadcasting and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 101,204 | 92,083 |
Broadcasting and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Broadcasting and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Computer and capitalized software costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 29,216 | 22,859 |
Computer and capitalized software costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 1 year | |
Computer and capitalized software costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,733 | 5,977 |
Property and equipment, estimated useful life | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,630 | 27,118 |
Property and equipment, estimated useful life | 5 years | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 30,052 | 29,935 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 20 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,789 | $ 23,353 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 31,800 | $ 27,100 |
Impairment of capitalized software development costs | $ 4,139 | $ 0 |
Property and Equipment (Assets
Property and Equipment (Assets Held for Sale - Narrative) (Details) - USD ($) | Jun. 27, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 18, 2019 |
Property, Plant and Equipment [Line Items] | |||||
Assets held-for-sale | $ 0 | $ 87,000,000 | |||
Impairment of assets held for sale | $ 0 | 6,165,000 | |||
DC Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held-for-sale | 75,000,000 | $ 75,000,000 | |||
Impairment of assets held for sale | $ 5,000,000 | ||||
FCC license | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held-for-sale | 4,573,000 | ||||
Impairment of assets held for sale | $ 1,200,000 | ||||
FCC license | DC Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held-for-sale | $ 0 |
Property and Equipment (Asset_2
Property and Equipment (Assets Held for Sale) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 18, 2019 |
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | $ 0 | $ 87,000,000 | |
FCC license | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 4,573,000 | ||
Other intangibles, net | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 373,000 | ||
Property and equipment, net | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 82,054,000 | ||
WABC Sale | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 12,000,000 | ||
WABC Sale | FCC license | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 4,573,000 | ||
WABC Sale | Other intangibles, net | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 373,000 | ||
WABC Sale | Property and equipment, net | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 7,054,000 | ||
DC Land | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 75,000,000 | $ 75,000,000 | |
DC Land | FCC license | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 0 | ||
DC Land | Other intangibles, net | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | 0 | ||
DC Land | Property and equipment, net | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held-for-sale | $ 75,000,000 |
Intangible Assets (Intangible A
Intangible Assets (Intangible Assets) (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Roll Forward] | |||
Impairment charges | $ (16,700,000) | ||
Finite-lived Intangible Assets [Roll Forward] | |||
Other | (2,220,000) | ||
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||
Accumulated Amortization, beginning balance | $ (42,450,000) | $ (42,450,000) | (18,885,000) |
Amortization of Intangible Assets | (19,738,000) | (24,657,000) | |
Dispositions | 163,000 | 806,000 | |
Other | 286,000 | ||
Accumulated amortization, ending balance | (62,025,000) | (42,450,000) | |
Total definite-lived intangibles, net | 124,627,000 | ||
Intangible Assets Activity [Roll Forward] | |||
Beginning balance | 1,037,323,000 | 1,037,323,000 | 1,148,072,000 |
Acquisitions (See Note 2) | 24,111,000 | ||
Dispositions | (812,000) | (110,813,000) | |
Assets held for sale (See Note 4) | (6,264,000) | ||
Impairment charges | (4,509,000) | (15,563,000) | |
Other | (2,220,000) | ||
Ending balance | 1,032,002,000 | 1,037,323,000 | |
Net Book Value | 969,977,000 | 994,873,000 | |
FCC licenses | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 830,490,000 | 830,490,000 | 935,652,000 |
Acquisitions (See Note 2) | 24,111,000 | ||
Dispositions | (391,000) | (107,973,000) | |
Assets held for sale (See Note 4) | (5,737,000) | ||
Impairment charges | (4,500,000) | (4,509,000) | (15,563,000) |
Ending balance | 825,590,000 | 830,490,000 | |
Net Book Value | 825,590,000 | 830,490,000 | |
Trademarks | |||
Indefinite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 19,921,000 | 19,921,000 | 21,184,000 |
Dispositions | (161,000) | (1,065,000) | |
Assets held for sale (See Note 4) | (198,000) | ||
Impairment charges | 0 | 0 | |
Ending balance | 19,760,000 | 19,921,000 | |
Net Book Value | 19,760,000 | 19,921,000 | |
Affiliate and producer relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 130,000,000 | 130,000,000 | 130,000,000 |
Ending balance | 130,000,000 | 130,000,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||
Accumulated Amortization, beginning balance | (18,712,000) | (18,712,000) | (6,894,000) |
Amortization of Intangible Assets | (11,818,000) | (11,818,000) | |
Accumulated amortization, ending balance | (30,530,000) | (18,712,000) | |
Total definite-lived intangibles, net | 99,470,000 | 111,288,000 | |
Broadcast advertising | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 32,000,000 | 32,000,000 | 32,000,000 |
Ending balance | 32,000,000 | 32,000,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||
Accumulated Amortization, beginning balance | (10,133,000) | (10,133,000) | (3,733,000) |
Amortization of Intangible Assets | (6,400,000) | (6,400,000) | |
Accumulated amortization, ending balance | (16,533,000) | (10,133,000) | |
Total definite-lived intangibles, net | 15,467,000 | 21,867,000 | |
Tower income contracts | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 13,721,000 | 13,721,000 | 14,983,000 |
Dispositions | (129,000) | (1,065,000) | |
Assets held for sale (See Note 4) | (197,000) | ||
Ending balance | 13,592,000 | 13,721,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||
Accumulated Amortization, beginning balance | (2,414,000) | (2,414,000) | (971,000) |
Amortization of Intangible Assets | (1,520,000) | (1,558,000) | |
Dispositions | 32,000 | 115,000 | |
Accumulated amortization, ending balance | (3,902,000) | (2,414,000) | |
Total definite-lived intangibles, net | 9,690,000 | 11,307,000 | |
Other | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance | 11,191,000 | 11,191,000 | 14,253,000 |
Dispositions | (131,000) | (710,000) | |
Assets held for sale (See Note 4) | (132,000) | ||
Other | (2,220,000) | ||
Ending balance | 11,060,000 | 11,191,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |||
Accumulated Amortization, beginning balance | $ (11,191,000) | (11,191,000) | (7,287,000) |
Amortization of Intangible Assets | 0 | (4,881,000) | |
Dispositions | 131,000 | 691,000 | |
Other | 286,000 | ||
Accumulated amortization, ending balance | (11,060,000) | (11,191,000) | |
Total definite-lived intangibles, net | $ 0 | 0 | |
Intangible Assets Activity [Roll Forward] | |||
Other | $ (2,220,000) |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Detail) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)geographical_market | Dec. 31, 2019USD ($) | |
Intangible Assets And Goodwill [Line Items] | |||
Amortization expense, definite-lived | $ 19,738,000 | $ 24,657,000 | |
Impairment of intangible assets | 16,700,000 | ||
License agreements | $ 825,590,000 | 830,490,000 | |
Number of geographical markets | geographical_market | 86 | ||
Impairment of Intangible Assets | |||
Intangible Assets And Goodwill [Line Items] | |||
Impairment of intangible assets | 15,600,000 | ||
Trademarks | |||
Intangible Assets And Goodwill [Line Items] | |||
Impairment of intangible assets | $ 0 | 0 | |
Broadcast Licenses | |||
Intangible Assets And Goodwill [Line Items] | |||
Impairment of intangible assets | 0 | ||
FCC Licenses, 4 Geographic Market | |||
Intangible Assets And Goodwill [Line Items] | |||
License agreements | $ 43,700,000 | ||
Number of geographical markets | geographical_market | 4 | ||
FCC licenses | |||
Intangible Assets And Goodwill [Line Items] | |||
Impairment of intangible assets | $ 4,500,000 | $ 4,509,000 | $ 15,563,000 |
Intangible Assets (Estimated Fu
Intangible Assets (Estimated Future Amortization Expense) (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 19,728 |
2022 | 19,728 |
2023 | 15,995 |
2024 | 13,328 |
2025 | 13,328 |
Thereafter | 42,520 |
Total definite-lived intangibles, net | $ 124,627 |
Intangible Assets (Assumptions)
Intangible Assets (Assumptions) (Details) | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Measurement Input, Discount Rate | |||
Finite-Lived Intangible Assets [Line Items] | |||
Alternative investment, measurement input | 0.073 | 0.080 | |
Measurement Input, Discount Rate | License | |||
Finite-Lived Intangible Assets [Line Items] | |||
Alternative investment, measurement input | 0.080 | ||
Measurement Input, Long-term Revenue Growth Rate | |||
Finite-Lived Intangible Assets [Line Items] | |||
Alternative investment, measurement input | (0.0075) | (0.0075) | |
Measurement Input, Long-term Revenue Growth Rate | License | |||
Finite-Lived Intangible Assets [Line Items] | |||
Alternative investment, measurement input | (0.0075) | ||
Measurement Input, Profit Margin | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Alternative investment, measurement input | 0.20 | 0.20 | |
Measurement Input, Profit Margin | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Alternative investment, measurement input | 0.30 | 0.30 | |
Measurement Input, Profit Margin | License | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Alternative investment, measurement input | 0.20 | ||
Measurement Input, Profit Margin | License | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Alternative investment, measurement input | 0.30 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Accrued employee costs | $ 20,638 | $ 26,417 |
Accrued third party content costs | 23,470 | 31,006 |
Accounts payable | 5,250 | 861 |
Accrued other | 44,770 | 39,243 |
Total accounts payable and accrued expenses | $ 94,128 | $ 97,527 |
Long-Term Debt (Long Term Debt)
Long-Term Debt (Long Term Debt) (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 26, 2019 |
Debt Instrument [Line Items] | |||
Current portion of term loan | $ 5,250 | $ 5,250 | |
2020 revolving credit facility | 60,000 | 0 | |
Less: Total unamortized debt issuance costs | (9,336) | (11,945) | |
Total long-term debt, net, excluding current maturities | 967,661 | 1,006,493 | |
Senior Notes 6.75 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 452,836 | 500,000 | |
Interest rate | 6.75% | ||
Term Loan Due 2026 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 460,311 | 513,431 | |
Current portion of term loan | $ 5,250 | 5,250 | |
2020 revolving credit facility | $ 525,000 | ||
Interest rate | 4.75% | ||
Long-term Debt, Gross | $ 469,411 | $ 523,688 |
Long-Term Debt (Future Maturiti
Long-Term Debt (Future Maturities of Long-Term Debt) (Detail) - Term Loan Due 2026 $ in Thousands | Dec. 31, 2020USD ($) |
Line of Credit Facility [Line Items] | |
2021 | $ 5,250 |
2022 | 5,250 |
2023 | 5,250 |
2024 | 5,250 |
2025 | 65,250 |
Thereafter | 895,997 |
Total | $ 982,247 |
Long-Term Debt (Term Loan Due 2
Long-Term Debt (Term Loan Due 2026) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Long-term line of credit | $ 60,000 | $ 0 | ||
Amortization and write-off of debt issuance costs | 3,507 | 894 | ||
Interest expense | $ 68,099 | $ 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 | 4.75% | |||
Amortization of outstanding loan principal amount, quarterly installment | 0.25% | |||
Early termination penalty | 1.00% | |||
Amortization and write-off of debt issuance costs | $ 3,600 | |||
Interest expense | 3,500 | |||
Repayments of debt | $ 49,000 | |||
Write off of deferred debt issuance cost | $ 400 | |||
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 and write-off of debt issuance costs | $ 1,500 |
Long-Term Debt (2020 Revolving
Long-Term Debt (2020 Revolving Credit Agreement) (Details) - USD ($) | Mar. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 17, 2018 |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | $ 50,000,000 | ||
Borrowing base | 85.00% | |||
Unused capacity, commitment fee rate | 0.25% | |||
Debt covenant, total commitments | 12.50% | |||
Debt covenant, commitment | $ 10,000,000 | |||
Fixed charge coverage ratio | 1 | |||
Debt instrument, unamortized discount | $ 600,000 | |||
Debt issuance cost (premium) | 400,000 | |||
Letters of credit outstanding amount | $ 65,100,000 | $ 2,900,000 | ||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | |||
Swing Line Loans | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | |||
Alternative Base Rate | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% |
Long-Term Debt (2018 Revolving
Long-Term Debt (2018 Revolving Credit Agreement) (Detail) - Revolving Credit Facility - USD ($) | Dec. 31, 2020 | Mar. 06, 2020 | Dec. 31, 2019 | Aug. 17, 2018 |
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 100,000,000 | $ 50,000,000 | ||
Letters of credit outstanding amount | $ 65,100,000 | $ 2,900,000 |
Long-Term Debt (6.75% Senior No
Long-Term Debt (6.75% Senior Notes) (Details) - USD ($) | Nov. 03, 2020 | Jun. 26, 2019 | Dec. 31, 2020 |
Minimum | |||
Debt Instrument [Line Items] | |||
Notice required for redemption | 30 days | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Notice required for redemption | 60 days | ||
Senior Notes 6.75 | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.75% | ||
Debt face amount | $ 500,000,000 | ||
Debt issuance costs | $ 7,300,000 | ||
Repayments of debt | $ 47,200,000 | ||
Write off of deferred debt issuance cost | $ 600,000 | ||
Senior Notes 6.75 | Debt Instrument, Redemption, Period 1 | |||
Debt Instrument [Line Items] | |||
Redemption price rate | 103.75% | ||
Senior Notes 6.75 | Debt Instrument, Redemption, Period 2 | |||
Debt Instrument [Line Items] | |||
Redemption price rate | 101.6875% | ||
Senior Notes 6.75 | Debt Instrument, Redemption, Period 3 | |||
Debt Instrument [Line Items] | |||
Redemption price rate | 100.00% | ||
Senior Notes 6.75 | Debt Instrument, Redemption, Period 4 | |||
Debt Instrument [Line Items] | |||
Redemption price rate | 100.00% |
Fair Value Measurements (Gross
Fair Value Measurements (Gross Amounts and Fair Value of Debt) (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Term Loan Due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 469,411 | $ 523,688 |
Senior Notes 6.75 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 452,836 | 500,000 |
Fair Value, Inputs, Level 2 | Term Loan Due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 460,023 | 528,684 |
Fair Value, Inputs, Level 2 | Senior Notes 6.75 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | $ 464,157 | $ 533,250 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 98.00% | 100.95% |
Senior Notes 6.75 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading prices rate to calculate the fair value | 102.50% | 106.65% |
Interest rate | 6.75% | 6.75% |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) | Jun. 22, 2020shares | May 20, 2020$ / shares | Jun. 04, 2018$ / sharesshares | Dec. 31, 2020voteclass$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Class of Stock [Line Items] | |||||
Total stock dividend authorized to issue (in shares) | 300,000,000 | ||||
Number of classes of stock | class | 3 | ||||
Preferred stock, shares authorized (in shares) | 100,000,000 | ||||
Preferred shares outstanding (in shares) | 0 | ||||
Classes of preferred stock | class | 1 | ||||
Common stock, shares, issued (in shares) | 20,552,209 | ||||
Common stock, shares, outstanding (in shares) | 20,377,987 | ||||
Exercisable price of warrants to purchase common stock (price per share) | $ / shares | $ 0.001 | ||||
Ownership percentage, individual | 10.00% | ||||
Ownership percentage, investor | 20.00% | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
Number of votes for each share | vote | 1 | ||||
Common stock, shares, issued (in shares) | 18,135,956 | 15,750,097 | |||
Common stock, shares, outstanding (in shares) | 17,961,734 | 15,681,439 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 | ||
Ownership percentage, individual | 50.00% | ||||
Ownership percentage, investor | 20.00% | ||||
Rights to purchase shares, portion of share | 0.01 | ||||
Sale of stock (usd per share) | $ / shares | $ 25 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||
Number of votes for each share | vote | 1 | ||||
Common stock, shares, issued (in shares) | 2,416,253 | 1,926,848 | |||
Common stock, shares, outstanding (in shares) | 2,416,253 | 1,926,848 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 | ||
Rights to purchase shares, portion of share | 0.01 | ||||
Sale of stock (usd per share) | $ / shares | $ 25 | ||||
Series 1 Warrants | |||||
Class of Stock [Line Items] | |||||
Number of warrants issued (shares) | 3,016,853 | ||||
Number of securities called by each warrant (in shares) | 1 | ||||
Exercisable price of warrants to purchase common stock (price per share) | $ / shares | $ 0.00 | ||||
Rights to purchase shares, portion of share | 0.01 | ||||
Sale of stock (usd per share) | $ / shares | $ 25 | ||||
Series 2 warrants | |||||
Class of Stock [Line Items] | |||||
Number of warrants issued (shares) | 22,154 | 712,736 | |||
Number of securities called by each warrant (in shares) | 1 | ||||
Exercisable price of warrants to purchase common stock (price per share) | $ / shares | $ 0.00 | ||||
Rights to purchase shares, portion of share | 0.01 | ||||
Sale of stock (usd per share) | $ / shares | $ 25 | ||||
Class A Right | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 1 | ||||
Class B Right | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 1 | ||||
Series 1 Warrant Right | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 1 | ||||
Series 2 Warrant Right | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 1 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense (Narrative) (Detail) $ in Millions | Jun. 04, 2018shares | Dec. 31, 2020USD ($)installmentshares | Dec. 31, 2019USD ($) |
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 | $ 0.9 | $ 1.4 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to unvested awards | $ 2.2 | $ 2.2 | |
Weighted-average recognition period | 2 years 4 months 24 days | 2 years 4 months 24 days | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to unvested awards | $ 3.5 | $ 5.5 | |
Weighted-average recognition period | 1 year 10 months 24 days | 1 year 10 months 24 days | |
Accelerated Vesting Due To Termination | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accelerated vesting | 50.00% | ||
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 | ||
Class A Common Stock | 2020 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (in shares) | shares | 2,100,000 | ||
Management | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 5 years | ||
Vesting period | 4 years | ||
Management | First and second anniversaries | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights | 30.00% | ||
Management | Third and fourth anniversaries | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights | 20.00% | ||
Non Employee Directors | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 5 years | ||
Number of annual award vesting installments | installment | 4 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense (Stock Options) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding, intrinsic value | $ 253 | ||
Stock option grants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning (in shares) | 557,298,000 | 581,124,000 | |
Granted (in shares) | 347,800,000 | 0 | |
Exercised (in shares) | 0 | 0 | |
Forfeited and canceled (in shares) | (133,984,000) | (23,826,000) | |
Ending (in shares) | 771,114,000 | 557,298,000 | 581,124,000 |
Exercisable at the end of period (in shares) | 271,103,000 | 180,424,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Beginning balance (usd per share) | $ 25,460 | $ 25,470 | |
Granted (usd per share) | 12.89 | 0 | |
Exercise (usd per share) | 0 | 0 | |
Forfeited and canceled (usd per share) | 24.52 | 25,700 | |
Ending balance (usd per share) | 20 | 25,460 | $ 25,470 |
Exercisable at the end of period (usd per share) | $ 25.22 | $ 24,970 | |
Weighted-Average Remaining Contractual Term, outstanding | 3 years 4 months 24 days | 3 years 4 months 24 days | 4 years 4 months 24 days |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense (Assumptions) (Detail) - Stock option grants | Mar. 23, 2020 | Feb. 13, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 3 years 9 months | 3 years 9 months |
Risk-free interest rate | 1.30% | 1.50% |
Expected volatility | 68.20% | 46.90% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense (Restricted Stock Units) (Detail) - Restricted stock unit grants - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | 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) | 474,718,000 | 477,968,000 |
Granted (in shares) | 341,327,000 | 248,155,000 |
Vested (in shares) | (212,193,000) | (239,053,000) |
Forfeited (in shares) | (230,721,000) | (12,352,000) |
Ending balance (in shares) | 373,131,000 | 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) | $ 14.46 | $ 15 |
Granted (usd per share) | 10.20 | 14.16 |
Vested (usd per share) | 10.67 | 15.22 |
Forfeited (usd per share) | 14.24 | 14.84 |
Ending balance (usd per share) | $ 12.65 | $ 14.46 |
Stock-Based Compensation Expe_7
Stock-Based Compensation Expense (Share Based Compensation Expense) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,337 | $ 5,301 |
Stock option grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,044 | 1,326 |
Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,293 | $ 3,975 |
Income Taxes (Income Tax Expens
Income Taxes (Income Tax Expense (Benefit)) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense | ||
Federal | $ 7,441 | $ 10,952 |
State and local | 2,126 | 2,656 |
Total current income tax expense | 9,567 | 13,608 |
Deferred income tax (benefit) expense | ||
Federal | (21,799) | 6,999 |
State and local | (7,017) | 1,656 |
Total deferred tax (benefit) expense | (28,816) | 8,655 |
Net income tax (benefit) expense | $ (19,249) | $ 22,263 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 0 | $ 0 |
Tax benefit due to change in tax rate | 3,500,000 | |
Interest and penalties related to unrecognized tax benefits | 200,000 | 200,000 |
Unrecognized tax benefits accrued interest and penalties | 500,000 | 300,000 |
Total unrecognized tax benefits and accrued interest and penalties | 6,100,000 | $ 5,900,000 |
Unrecognized tax benefits if recognized will would affect tax rate | 6,100,000 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Disallowed carryforwards | $ 550,800,000 |
Income Taxes (Total Income Tax
Income Taxes (Total Income Tax Expense (Benefit)) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Computed income tax expense at federal statutory rate on pre-tax (loss) income | $ (16,583) | $ 17,539 |
State income tax expense, net of federal tax benefit | (3,753) | 4,415 |
Bankruptcy costs | 150 | 446 |
Section 162 disallowance | 375 | 936 |
Provision to return | (152) | (1,564) |
Other | 714 | 491 |
Net income tax (benefit) expense | $ (19,249) | $ 22,263 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets: | ||
Accounts receivable | $ 1,753 | $ 1,332 |
Leases | 45,977 | 42,374 |
Other liabilities | 4,777 | 4,980 |
Debt costs | 1,132 | 841 |
Interest limitation | 451 | 3,966 |
Financing liabilities | 54,708 | 0 |
Net operating loss | 39 | 0 |
Total deferred income tax assets before valuation allowance | 108,837 | 53,493 |
Less: valuation allowance | 0 | 0 |
Total deferred tax assets | 108,837 | 53,493 |
Deferred income tax liabilities: | ||
Intangible assets | 27,586 | 12,992 |
Property and equipment | 30,417 | 22,465 |
Leases | 40,962 | 36,666 |
Other | 2,093 | 2,408 |
Total deferred income tax liabilities | 101,058 | 74,531 |
Total net deferred income tax assets (liabilities) | $ 7,779 | |
Total net deferred income tax assets (liabilities) | $ (21,038) |
Income Taxes (Schedule of Unrec
Income Taxes (Schedule of Unrecognized Tax Benefits Roll Forward) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 5,651 | $ 5,787 |
Decrease for prior year positions | 0 | (120) |
Decreases relating to settlements with taxing authorities and other | (81) | (16) |
Balance at end of period | $ 5,570 | $ 5,651 |
(Loss) Earnings Per Share (Comp
(Loss) Earnings Per Share (Computation of Basic and Diluted Earnings per Common Share) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||
Undistributed net (loss) income from operations | $ 61,257 | |
Basic net (loss) income attributable to common shares | $ (59,719) | $ 61,257 |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 20,317,064 | 20,130,835 |
Basic undistributed net income per share attributable to common shares (usd per share) | $ (2.94) | $ 3.04 |
Numerator: | ||
Undistributed net (loss) income from operations | $ (59,719) | $ 61,257 |
Diluted net (loss) income attributable to common shares | $ (59,719) | $ 61,257 |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 20,317,064 | 20,130,835 |
Effect of dilutive options and restricted stock units (in shares) | 0 | 153,000 |
Diluted weighted average shares outstanding (in shares) | 20,317,064 | 20,284,137 |
Diluted undistributed net income per share attributable to common shares (usd per share) | $ (2.94) | $ 3.02 |
Leases (Narrative) (Detail)
Leases (Narrative) (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Lease income, lessor arrangements | $ 2.1 | $ 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) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Right-of-Use Assets | ||
Operating | $ 157,568 | $ 143,436 |
Finance, net of accumulated amortization of $498 and $352 at December 31, 2020 and 2019, respectively | 496 | 380 |
Total Assets | 158,064 | 143,816 |
Lease Liabilities | ||
Operating, current | 28,121 | 34,462 |
Current portion of financing liabilities | 250 | 234 |
Operating lease, noncurrent | 129,273 | 111,184 |
Financing liabilities, net | 256 | 146 |
Total Liabilities | 157,900 | 146,026 |
Accumulated amortization, finance lease | $ 498 | $ 352 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Leases (Lease Cost) (Detail)
Leases (Lease Cost) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating Lease Cost | $ 33,439 | $ 37,750 |
Finance Lease Cost | ||
Amortization of right-of-use assets | 348 | 414 |
Interest on lease liabilities | 40 | 42 |
Total Lease Cost | $ 33,827 | $ 38,206 |
Leases (Other Supplementary Dat
Leases (Other Supplementary Data) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 34,051 | $ 22,370 |
Operating cash flows from finance leases | 40 | 42 |
Financing cash flows from finance leases | 339 | 414 |
Right-of-Use Assets | ||
Operating leases | $ 40,506 | $ 22,922 |
Weighted Average Remaining Lease Term (in years) | ||
Operating leases | 8 years 10 months 6 days | 7 years 11 months 26 days |
Finance leases | 2 years 8 months 8 days | 2 years 2 months 19 days |
Weighted Average Discount Rate | ||
Operating leases | 6.68% | 7.45% |
Finance Lease, Weighted Average Discount Rate, Percent | 6.22% | 7.44% |
Leases (Maturities) (Details)
Leases (Maturities) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating Leases | |
2021 | $ 28,106 |
2022 | 27,577 |
2023 | 26,045 |
2024 | 22,133 |
2025 | 18,972 |
Thereafter | 85,883 |
Total lease payments | 208,716 |
Less: imputed interest | (51,322) |
Total | 157,394 |
Finance Leases | |
2021 | 253 |
2022 | 173 |
2023 | 61 |
2024 | 44 |
2025 | 15 |
Thereafter | 0 |
Total lease payments | 546 |
Less: imputed interest | (40) |
Financing liabilities, net | 506 |
Total | |
2021 | 28,359 |
2022 | 27,750 |
2023 | 26,106 |
2024 | 22,177 |
2025 | 18,987 |
Thereafter | 85,883 |
Total lease payments | 209,262 |
Less: imputed interest | (51,362) |
Total | $ 157,900 |
Leases (Future Minimum Payments
Leases (Future Minimum Payments - Sale-Leasebacks (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |
2021 | $ 253 |
2022 | 173 |
2023 | 61 |
2024 | 44 |
2025 | 15 |
Thereafter | 0 |
Total lease payments | 546 |
Failed Sale Leaseback | |
Lessee, Lease, Description [Line Items] | |
2021 | 14,869 |
2022 | 15,314 |
2023 | 15,775 |
2024 | 16,247 |
2025 | 15,232 |
Thereafter | 171,175 |
Total lease payments | 248,612 |
Failed Sale Leaseback | Tower Sale | |
Lessee, Lease, Description [Line Items] | |
2021 | 13,266 |
2022 | 13,664 |
2023 | 14,074 |
2024 | 14,496 |
2025 | 14,931 |
Thereafter | 171,175 |
Total lease payments | 241,606 |
Failed Sale Leaseback | Other | |
Lessee, Lease, Description [Line Items] | |
2021 | 1,603 |
2022 | 1,650 |
2023 | 1,701 |
2024 | 1,751 |
2025 | 301 |
Thereafter | 0 |
Total lease payments | $ 7,006 |
Leases (Lease Receivable) (Deta
Leases (Lease Receivable) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 271 |
2022 | 245 |
2023 | 242 |
2024 | 160 |
2025 | 82 |
Thereafter | 119 |
Total lease receivables | $ 1,119 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Remaining aggregate obligation under the agreements with Nielsen Audio | $ 94.6 | |
Loss contingency accrual, provision | $ 1.7 |
Schedule II, Valuation and Qual
Schedule II, Valuation and Qualifying Accounts (Detail) - Allowance for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 5,197 | $ 5,313 |
Charged to Costs and Expenses | 7,776 | 4,077 |
Additions/(Deductions) | (6,228) | (4,193) |
Balance at End of Period | $ 6,745 | $ 5,197 |