Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 29, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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, | |
Entity Address, Address Line Two | NW 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 | |
Title of 12(b) Security | Class A common stock, par value $0.0000001 per share | |
Trading Symbol | CMLS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Central Index Key | 0001058623 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,361,871 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,083,751 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 293,806 | $ 271,761 |
Accounts receivable, less allowance for doubtful accounts of $5,820 and $6,745 at March 31, 2021 and December 31, 2020, respectively | 164,122 | 201,275 |
Trade receivable | 2,633 | 1,986 |
Prepaid expenses and other current assets | 34,095 | 27,942 |
Total current assets | 494,656 | 502,964 |
Property and equipment, net | 203,964 | 208,692 |
Operating lease right-of-use assets | 154,214 | 157,568 |
Broadcast licenses | 824,844 | 825,590 |
Other intangible assets, net | 139,446 | 144,387 |
Deferred income tax assets | 12,498 | 7,779 |
Other assets | 12,646 | 12,758 |
Total assets | 1,842,268 | 1,859,738 |
Current liabilities: | ||
Accounts payable and accrued expenses | 102,086 | 94,128 |
Current portion of operating lease liabilities | 27,987 | 28,121 |
Trade payable | 1,426 | 1,537 |
Current portion of term loan due 2026 | 5,250 | 5,250 |
Total current liabilities | 136,749 | 129,036 |
2020 revolving credit facility | 60,000 | 60,000 |
Term loan due 2026, net of debt issuance costs of $3,684 and $3,850 at March 31, 2021 and December 31, 2020, respectively | 459,165 | 460,311 |
6.75% senior notes, net of debt issuance costs of $5,280 and $5,486 at March 31, 2021 and December 31, 2020, respectively | 447,556 | 447,350 |
Operating lease liabilities | 126,579 | 129,273 |
Financing liabilities, net | 220,729 | 222,802 |
Other liabilities | 15,074 | 13,375 |
Total liabilities | 1,465,852 | 1,462,147 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Treasury stock, at cost, 207,888 and 174,222 shares at March 31, 2021 and December 31, 2020, respectively | (2,729) | (2,414) |
Additional paid-in-capital | 338,099 | 337,042 |
Retained earnings | 41,046 | 62,963 |
Total stockholders’ equity | 376,416 | 397,591 |
Total liabilities and stockholders’ equity | 1,842,268 | 1,859,738 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Condensed Financial Statements, Captions [Line Items] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 5,820 | $ 6,745 |
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 3,684 | $ 3,850 |
Common stock, shares issued (in shares) | 20,653,510 | |
Common stock, shares outstanding (in shares) | 20,445,622 | |
Treasury stock, shares (in shares) | 207,888 | 174,222 |
Class A Common Stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
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) | 18,535,604 | 18,135,956 |
Common stock, shares outstanding (in shares) | 18,327,716 | 17,961,734 |
Class B Common Stock | ||
Condensed Financial Statements, Captions [Line Items] | ||
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) | 2,117,906 | 2,416,253 |
Common stock, shares outstanding (in shares) | 2,117,906 | 2,416,253 |
6.75% Senior Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Debt Issuance Costs, Line of Credit Arrangements, Gross | $ 5,280 | $ 5,486 |
Stated rate | 0.0675% | 0.0675% |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenue | $ 201,728 | $ 227,914 |
Operating expenses: | ||
Content costs | 90,148 | 88,566 |
Selling, general and administrative expenses | 90,098 | 103,627 |
Depreciation and amortization | 13,410 | 12,790 |
Local marketing agreement fees | 496 | 1,047 |
Corporate expenses | 16,438 | 11,809 |
(Gain) loss on sale or disposal of assets or stations | (283) | 1,816 |
Total operating expenses | 210,307 | 219,655 |
Operating (loss) income | (8,579) | 8,259 |
Non-operating expense: | ||
Interest expense | (17,549) | (17,159) |
Other expense, net | (138) | 0 |
Total non-operating expense, net | (17,687) | (17,159) |
Loss before income taxes | (26,266) | (8,900) |
Income tax benefit | 4,349 | 1,549 |
Net loss | $ (21,917) | $ (7,351) |
Basic and diluted loss per common share (see Note 8, "Loss Per Share"): | ||
Basic: (Loss) Earnings per share (USD per share) | $ (1.07) | $ (0.36) |
Diluted: (Loss) Earnings per share (USD per share) | $ (1.07) | $ (0.36) |
Weighted average basic common shares outstanding (in shares) | 20,419,450 | 20,225,074 |
Weighted average diluted common shares outstanding (in shares) | 20,419,450 | 20,225,074 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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, 2019 | 15,681,439 | 1,926,848 | 68,658 | |||
Beginning balance at Dec. 31, 2019 | $ 455,216 | $ 0 | $ 0 | $ (1,171) | $ 333,705 | $ 122,682 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | (7,351) | (7,351) | ||||
Shares returned in lieu of tax payments (in shares) | 75,493 | |||||
Shares returned in lieu of tax payments | (1,072) | $ (1,072) | ||||
Conversion of Class B Common Stock (in shares) | 38,563 | (38,563) | ||||
Exercise of warrants (in shares) | 121,114 | |||||
Issuance of common stock (in shares) | 112,569 | 0 | ||||
Stock-based compensation expense | 719 | 719 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 15,953,685 | 1,888,285 | 144,151 | |||
Ending balance at Mar. 31, 2020 | 447,512 | $ 0 | $ 0 | $ (2,243) | 334,424 | 115,331 |
Beginning balance (in shares) at Dec. 31, 2020 | 17,961,734 | 2,416,253 | 174,222 | |||
Beginning balance at Dec. 31, 2020 | 397,591 | $ 0 | $ 0 | $ (2,414) | 337,042 | 62,963 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | (21,917) | (21,917) | ||||
Shares returned in lieu of tax payments (in shares) | 33,666 | |||||
Shares returned in lieu of tax payments | (315) | $ (315) | ||||
Conversion of Class B Common Stock (in shares) | 298,347 | (298,347) | ||||
Exercise of warrants (in shares) | 0 | |||||
Issuance of common stock (in shares) | 67,635 | |||||
Stock-based compensation expense | 1,057 | 1,057 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 18,327,716 | 2,117,906 | 207,888 | |||
Ending balance at Mar. 31, 2021 | $ 376,416 | $ 0 | $ 0 | $ (2,729) | $ 338,099 | $ 41,046 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (21,917) | $ (7,351) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 13,410 | 12,790 |
Amortization of right of use assets | 4,835 | 2,216 |
Amortization and write-off of debt issuance costs | 494 | 1,103 |
Provision for doubtful accounts | (1,078) | 1,093 |
(Gain) loss on sale or disposal of assets or stations | (283) | 1,816 |
Deferred income taxes | (4,719) | 5,561 |
Stock-based compensation expense | 1,057 | 719 |
Non-cash interest expense on financing liabilities | 996 | 193 |
Non-cash imputed rental income | (1,109) | 0 |
Changes in assets and liabilities (excluding acquisitions and dispositions): | ||
Accounts receivable | 38,231 | 37,083 |
Trade receivable | (647) | (989) |
Prepaid expenses and other current assets | (6,094) | (11,732) |
Operating leases, net | (4,511) | 6,623 |
Other assets | (118) | (3,510) |
Accounts payable and accrued expenses | 7,416 | (19,822) |
Trade payable | (111) | 124 |
Other liabilities | 94 | (1,701) |
Net cash provided by operating activities | 25,946 | 24,216 |
Cash flows from investing activities: | ||
Proceeds from sale of assets or stations | 0 | 12,000 |
Capital expenditures | (2,890) | (3,108) |
Net cash (used in) provided by investing activities | (2,890) | 8,892 |
Cash flows from financing activities: | ||
Repayment of borrowings under term loan | (1,313) | (1,313) |
Proceeds from PPP loans | 1,681 | 0 |
Borrowings under the 2020 revolving credit facility | 0 | 60,000 |
Financing costs | 0 | (431) |
Shares returned in lieu of tax payments | (315) | (1,072) |
Repayments of financing liabilities | (989) | (88) |
Repayments of finance lease obligations | (75) | (88) |
Net cash (used in) provided by financing activities | (1,011) | 57,008 |
Increase in cash and cash equivalents and restricted cash | 22,045 | 90,116 |
Cash and cash equivalents and restricted cash at beginning of period | 271,761 | 17,007 |
Cash and cash equivalents and restricted cash at end of period | $ 293,806 | $ 107,123 |
Nature of Business, Interim Fin
Nature of Business, Interim Financial Data and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Interim Financial Data and Basis of Presentation | Nature of Business, Interim Financial Data and Basis of Presentation 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 had been 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 N FL, 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 on-air 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. For more information visit www.cumulusmedia.com. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements 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. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, 2020, was derived from the Company’s audited financial statements as of December 31, 2020, and our accompanying unaudited Condensed Consolidated Financial Statements as of March 31, 2021 and for the periods ended March 31, 2021 and 2020, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. 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, leases 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 quarter ended March 31, 2021, 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 Comprehensive loss includes net loss and certain items that are excluded from net loss and recorded as a separate component of stockholders' equity. During the three months ended March 31, 2021 and 2020, the Company had no items of other comprehensive loss and, therefore, comprehensive loss does not differ from reported net loss. 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. As of March 31, 2021 and December 31, 2020, the amount of assets held for sale was not material. Supplemental Cash Flow Information The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 March 31, 2020 Supplemental disclosures of cash flow information: Interest paid $ 8,610 $ 7,192 Income taxes paid (refunded) 9 (122) Supplemental disclosures of non-cash flow information: Trade revenue $ 10,293 $ 9,098 Trade expense 9,534 8,081 Noncash principal change in financing liabilities (16) 203 Reconciliation of cash and cash equivalents and restricted cash to the unaudited Condensed Consolidated Balance Sheet: Cash and cash equivalents $ 293,806 $ 105,728 Restricted cash — 1,395 Total cash and cash equivalents and restricted cash $ 293,806 $ 107,123 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 unaudited Condensed Consolidated Financial Statements. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2021 | |
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): Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Advertising revenues $ 196,436 $ 224,540 Non-advertising revenues 5,292 3,374 Total revenue $ 201,728 $ 227,914 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, are 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, imputed tower rental income and satellite rental income. 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 three months ended March 31, 2021 and 2020, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $10.3 million and $9.1 million, respectively; and (2) trade and barter expenses of $9.5 million and $8.1 million, respectively. 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 unaudited Condensed Consolidated Statements of Operations. As of March 31, 2021 and December 31, 2020, the Company recorded an asset of approximately $5.4 million and $5.8 million, respectively, related to the unamortized portion of commission expense on new local direct revenue. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The gross carrying amount and accumulated amortization of the Company’s intangible assets as of March 31, 2021 and December 31, 2020 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, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Assets held for sale (732) (5) — — (5) (4) (746) Dispositions (14) — — — — — (14) Balance as of March 31, 2021 $ 824,844 $ 19,755 $ 130,000 $ 32,000 $ 13,587 $ 11,056 $ 1,031,242 Accumulated Amortization Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Amortization Expense — — (2,955) (1,600) (377) — (4,932) Assets held for sale — — — — 1 4 5 Balance as of March 31, 2021 $ — $ — $ (33,485) $ (18,133) $ (4,278) $ (11,056) $ (66,952) Net Book Value as of March 31, 2021 $ 824,844 $ 19,755 $ 96,515 $ 13,867 $ 9,309 $ — $ 964,290 The Company performs impairment testing of its indefinite-lived intangible assets annually as of December 31 of each year and on an interim basis if management believes events or circumstances indicate that its indefinite-lived intangible assets may be impaired. The Company reviews the carrying amount of its definite-lived intangible assets, primarily broadcast advertising and affiliate relationships, for recoverability prior to its annual impairment test 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 and determined a triggering event had not occurred which would necessitate any interim impairment tests during the three months ended March 31, 2021. We 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, we will perform an interim impairment test of our intangible assets at the appropriate time. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company’s long-term debt consisted of the following as of March 31, 2021 and December 31, 2020 (dollars in thousands): March 31, 2021 December 31, 2020 Term Loan due 2026 $ 468,099 $ 469,411 Less: current portion of Term Loan due 2026 (5,250) (5,250) 6.75% Senior Notes 452,836 452,836 2020 Revolving Credit Facility 60,000 60,000 Less: Total unamortized debt issuance costs (8,964) (9,336) Long-term debt, net $ 966,721 $ 967,661 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 1.00%. As of March 31, 2021, 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. Debt discounts and issuance costs of $5.1 million were capitalized and amortized over the term of the Term Loan due 2026. 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"). O n 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 March 31, 2021, 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 issuance of the 2020 Revolving Credit Agreement was evaluated in accordance with ASC 470-50-40 - Debt-Modifications and Extinguishments - Derecognition , to determine whether the refinance transaction should be accounted for as a debt modification or extinguishment of the 2018 Revolving Credit Agreement. The Company expensed approximately $0.6 million of unamortized debt issuance costs related to the exiting lender from the Revolving Credit Agreement. 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 March 31, 2021, $64.3 million was outstanding under the 2020 Revolving Credit Facility, including letters of credit. As of March 31, 2021, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement. 6.75% Senior Notes On June 26, 2019, Holdings (the "Issuer"), and certain of the Company's other subsidiaries, entered into an indenture, dated as of June 26, 2019 (the "Indenture") with U.S. Bank National Association, as trustee, governing the terms of the Issuer's $500,000,000 aggregate principal amount of 6.75% Senior Secured First-Lien Notes due 2026 (the "6.75% Senior Notes"). The 6.75% Senior Notes were issued on June 26, 2019. The net proceeds from the issuance of the 6.75% Senior Notes were applied to partially repay existing indebtedness under the Term Loan due 2022 (see above). In conjunction with the issuance of the 6.75% Senior Notes, debt issuance costs of $7.3 million were capitalized and are being amortized over the term of the 6.75% Senior Notes. On November 3, 2020, the Company completed a tender offer (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. 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. As of March 31, 2021, the Issuer was in compliance with all required covenants under the Indenture. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table shows the gross amount and fair value of the Term Loan due 2026 and 6.75% Senior Notes (dollars in thousands): March 31, 2021 December 31, 2020 Term Loan due 2026: Gross value $ 468,099 $ 469,411 Fair value - Level 2 461,078 460,023 6.75% Senior Notes: Gross value $ 452,836 $ 452,836 Fair value - Level 2 459,629 464,157 As of March 31, 2021, the Company used trading prices from a third party of 98.5% and 101.5% to calculate the fair value of the Term Loan due 2026 and the 6.75% Senior Notes, respectively. As of December 31, 2020, the Company used trading prices from a third party of 98.0% and 102.5% 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 March 31, 2021 and 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2021, the Company recorded an income tax benefit of $4.3 million on pre-tax book loss of $26.3 million, resulting in an effective tax rate of approximately 16.6%. For the three months ended March 31, 2020, the Company recorded an income tax benefit of $1.5 million on pre-tax book loss of $8.9 million, resulting in an effective tax rate of approximately 17.4%. The differences between the effective tax rates and the federal statutory rates of 21.0% for the three month periods ended March 31, 2021 and 2020, primarily relate to state and local income taxes and the effect of certain statutory non-deductible expenses. The Company recognizes the benefits of deferred tax assets only as its assessment 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 reviews the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize existing deferred tax assets. As of March 31, 2021, the Company has not recorded a valuation allowance since the Company continues to believe, on the basis of its evaluation, that its deferred tax assets meet the more likely than not recognition standard for recovery. The Company will continue to monitor the valuation of deferred tax assets, which requires judgment in assessing the likely future tax consequences of events that are recognized in the Company's financial statements or tax returns as well as judgment in projecting future profitability. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock Pursuant to the Company’s amended and restated certificate of incorporation, 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. As of March 31, 2021, the Company had 20,653,510 aggregate issued shares of common stock, and 20,445,622 outstanding shares consisting of: (i) 18,535,604 issued shares and 18,327,716 outstanding shares designated as Class A common stock; and (ii) 2,117,906 issued and outstanding shares designated as Class B common stock. 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 Rights were not initially exercisable and traded with the shares of the Company’s common stock. The Rights expired, with no rights having become exercisable, in accordance with their terms at the close of business on April 30, 2021. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The Company calculates basic loss per share by dividing net loss by the weighted average number of common shares outstanding, excluding unvested restricted shares. The Company calculates diluted loss per share by dividing net loss 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 three months ended March 31, 2021, 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 per share. Because both classes share the same rights in dividends and losses, loss per share (basic and diluted) is the same for both classes. The following table presents the basic and diluted loss per share, and the reconciliation of basic to diluted weighted average common shares (in thousands): Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Basic Loss Per Share Numerator: Undistributed net loss from operations $ (21,917) $ (7,351) Basic net loss attributable to common shares $ (21,917) $ (7,351) Denominator: Basic weighted average shares outstanding 20,419 20,225 Basic undistributed net loss per share attributable to common shares $ (1.07) $ (0.36) Diluted Loss Per Share Numerator: Undistributed net loss from operations $ (21,917) $ (7,351) Diluted net loss attributable to common shares $ (21,917) $ (7,351) Denominator: Basic weighted average shares outstanding 20,419 20,225 Effect of dilutive options and restricted share units — — Diluted weighted average shares outstanding 20,419 20,225 Diluted undistributed net loss per share attributable to common shares $ (1.07) $ (0.36) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
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 $82.9 million as of March 31, 2021 and is expected to be paid in accordance with the agreements through December 2022. The Company engages Katz Media Group, Inc. ("Katz") as its national advertising sales agent. The national advertising agency contract with Katz contains termination provisions that, if exercised by the Company during the term of the contract, would obligate the Company to pay a termination fee to Katz, based upon a formula set forth in the contract. The Company is committed under various contractual agreements to pay for broadcast rights that include sports and news content and to pay for talent, executives, research, weather and traffic information and other content and 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 March 31, 2021, 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. 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). On March 24, 2021, the Company filed a motion seeking dismissal of all remaining claims. 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 April 2021 NCAA championship event. 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. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events Paycheck Protection Program On April 1, 2021, certain subsidiaries of the Company received unsecured loans in an aggregate principal amount of $18.3 million under the Paycheck Protection Program (or "PPP") evidenced by promissory notes with Fifth Third Bank. Together with previous unsecured loans funded under the PPP during the first quarter of 2021, certain subsidiaries of the Company have received unsecured loans under the PPP in an aggregate principal amount of $20 million. PPP Loans received prior to April 1, 2021 are recorded within Other liabilities in the Condensed Consolidated Balance Sheet as of March 31, 2021. Those loans (the "PPP Loans"), which provided additional liquidity for the Company’s subsidiaries, have various maturity dates through April 1, 2026 and accrue interest at an annual rate of 1.0%. The promissory notes evidencing the PPP Loans contain customary events of default relating to, among other things, payment defaults and provisions of the promissory notes. The PPP permits borrowers to apply for forgiveness for some or all of the loans based on meeting certain criteria. The Small Business Administration (the "SBA") continues to issue guidance surrounding the criteria for loan forgiveness, and although the Company intends to use the proceeds from the PPP Loans for qualified expenses and to apply for forgiveness, there can be no assurance whether such applications for forgiveness will be approved by the SBA. Shareholder Rights Plan The Rights expired, with no rights having become exercisable, in accordance with their terms at the close of business on April 30, 2021. For more information on the Rights, see Note 7, "Stockholders’ Equity." |
Nature of Business, Interim F_2
Nature of Business, Interim Financial Data and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 had been organized in 2002. |
Basis of Presentation | Basis of PresentationThe accompanying unaudited Condensed Consolidated Financial Statements 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. In the opinion of management, the Company's unaudited Condensed Consolidated Financial Statements include all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented herein. The accompanying condensed consolidated balance sheet as of December 31, 2020, was derived from the Company’s audited financial statements as of December 31, 2020, and our accompanying unaudited Condensed Consolidated Financial Statements as of March 31, 2021 and for the periods ended March 31, 2021 and 2020, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. The financial condition and results for the interim periods are not necessarily indicative of those that may be expected for any future interim period or for the full year. The unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
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, leases 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 quarter ended March 31, 2021, 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 | Comprehensive Loss Comprehensive loss includes net loss and certain items that are excluded from net loss and recorded as a separate component of stockholders' equity. During the three months ended March 31, 2021 and 2020, the Company had no items of other comprehensive loss and, therefore, comprehensive loss does not differ from reported net loss. |
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. As of March 31, 2021 and December 31, 2020, the amount of assets held for sale was not material. |
Adoption of New Accounting Standards and Recent Accounting Standards Updates | 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 unaudited Condensed Consolidated Financial Statements. |
Nature of Business, Interim F_3
Nature of Business, Interim Financial Data and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Assets Held-for-sale | |
Condensed Cash Flow Statement | The following summarizes supplemental cash flow information to be read in conjunction with the unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 March 31, 2020 Supplemental disclosures of cash flow information: Interest paid $ 8,610 $ 7,192 Income taxes paid (refunded) 9 (122) Supplemental disclosures of non-cash flow information: Trade revenue $ 10,293 $ 9,098 Trade expense 9,534 8,081 Noncash principal change in financing liabilities (16) 203 Reconciliation of cash and cash equivalents and restricted cash to the unaudited Condensed Consolidated Balance Sheet: Cash and cash equivalents $ 293,806 $ 105,728 Restricted cash — 1,395 Total cash and cash equivalents and restricted cash $ 293,806 $ 107,123 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenues disaggregated by revenue source (dollars in thousands): Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Advertising revenues $ 196,436 $ 224,540 Non-advertising revenues 5,292 3,374 Total revenue $ 201,728 $ 227,914 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets as of March 31, 2021 and December 31, 2020 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, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Assets held for sale (732) (5) — — (5) (4) (746) Dispositions (14) — — — — — (14) Balance as of March 31, 2021 $ 824,844 $ 19,755 $ 130,000 $ 32,000 $ 13,587 $ 11,056 $ 1,031,242 Accumulated Amortization Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Amortization Expense — — (2,955) (1,600) (377) — (4,932) Assets held for sale — — — — 1 4 5 Balance as of March 31, 2021 $ — $ — $ (33,485) $ (18,133) $ (4,278) $ (11,056) $ (66,952) Net Book Value as of March 31, 2021 $ 824,844 $ 19,755 $ 96,515 $ 13,867 $ 9,309 $ — $ 964,290 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets as of March 31, 2021 and December 31, 2020 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, 2020 $ 825,590 $ 19,760 $ 130,000 $ 32,000 $ 13,592 $ 11,060 $ 1,032,002 Assets held for sale (732) (5) — — (5) (4) (746) Dispositions (14) — — — — — (14) Balance as of March 31, 2021 $ 824,844 $ 19,755 $ 130,000 $ 32,000 $ 13,587 $ 11,056 $ 1,031,242 Accumulated Amortization Balance as of December 31, 2020 $ — $ — $ (30,530) $ (16,533) $ (3,902) $ (11,060) $ (62,025) Amortization Expense — — (2,955) (1,600) (377) — (4,932) Assets held for sale — — — — 1 4 5 Balance as of March 31, 2021 $ — $ — $ (33,485) $ (18,133) $ (4,278) $ (11,056) $ (66,952) Net Book Value as of March 31, 2021 $ 824,844 $ 19,755 $ 96,515 $ 13,867 $ 9,309 $ — $ 964,290 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of Long-term Debt | The Company’s long-term debt consisted of the following as of March 31, 2021 and December 31, 2020 (dollars in thousands): March 31, 2021 December 31, 2020 Term Loan due 2026 $ 468,099 $ 469,411 Less: current portion of Term Loan due 2026 (5,250) (5,250) 6.75% Senior Notes 452,836 452,836 2020 Revolving Credit Facility 60,000 60,000 Less: Total unamortized debt issuance costs (8,964) (9,336) Long-term debt, net $ 966,721 $ 967,661 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Gross Amounts and Fair Value | The following table shows the gross amount and fair value of the Term Loan due 2026 and 6.75% Senior Notes (dollars in thousands): March 31, 2021 December 31, 2020 Term Loan due 2026: Gross value $ 468,099 $ 469,411 Fair value - Level 2 461,078 460,023 6.75% Senior Notes: Gross value $ 452,836 $ 452,836 Fair value - Level 2 459,629 464,157 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Common Share | The following table presents the basic and diluted loss per share, and the reconciliation of basic to diluted weighted average common shares (in thousands): Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Basic Loss Per Share Numerator: Undistributed net loss from operations $ (21,917) $ (7,351) Basic net loss attributable to common shares $ (21,917) $ (7,351) Denominator: Basic weighted average shares outstanding 20,419 20,225 Basic undistributed net loss per share attributable to common shares $ (1.07) $ (0.36) Diluted Loss Per Share Numerator: Undistributed net loss from operations $ (21,917) $ (7,351) Diluted net loss attributable to common shares $ (21,917) $ (7,351) Denominator: Basic weighted average shares outstanding 20,419 20,225 Effect of dilutive options and restricted share units — — Diluted weighted average shares outstanding 20,419 20,225 Diluted undistributed net loss per share attributable to common shares $ (1.07) $ (0.36) |
Nature of Business, Interim F_4
Nature of Business, Interim Financial Data and Basis of Presentation (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2021stationsegmentmarketaffiliate | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of owned-and-operated stations | station | 415 |
Number of markets | market | 86 |
Number of affiliate stations | affiliate | 7,300 |
Number of reportable segments | segment | 1 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental disclosures of cash flow information: | ||||
Interest paid | $ 8,610 | $ 7,192 | ||
Income taxes paid | 9 | (122) | ||
Supplemental disclosures of non-cash flow information: | ||||
Trade revenue | 10,293 | 9,098 | ||
Trade expense | 9,534 | 8,081 | ||
Non-cash principal increase in financing liabilities | (16) | 203 | ||
Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheet: | ||||
Cash and cash equivalents | 293,806 | 105,728 | $ 271,761 | |
Restricted cash | 0 | 1,395 | ||
Total cash and cash equivalents and restricted cash | $ 293,806 | $ 107,123 | $ 271,761 | $ 17,007 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 201,728 | $ 227,914 |
Advertising revenues (broadcast, digital, non-traditional revenue (NTR) and trade) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 196,436 | 224,540 |
Non-advertising revenues (tower rental and other) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 5,292 | $ 3,374 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 201,728 | $ 227,914 | |
Asset related to unamortized portion of commission expense | 5,400 | $ 5,800 | |
Advertising Barter Transactions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 10,300 | 9,100 | |
Other expenses | $ 9,500 | $ 8,100 |
Intangible Assets (Gross Carryi
Intangible Assets (Gross Carrying Amount and Accumulated Amortization) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | $ (62,025) |
Amortization Expense | (4,932) |
Assets held for sale | 5 |
Accumulated amortization, ending balance | (66,952) |
Intangible Assets Activity [Roll Forward] | |
Beginning balance | 1,032,002 |
Assets held for sale | (746) |
Dispositions | (14) |
Ending balance | 1,031,242 |
Net Book Value | 964,290 |
FCC licenses | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 825,590 |
Assets held for sale | (732) |
Dispositions | (14) |
Ending balance | 824,844 |
Net Book Value | 824,844 |
Trademarks | |
Indefinite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 19,760 |
Assets held for sale | (5) |
Dispositions | 0 |
Ending balance | 19,755 |
Net Book Value | 19,755 |
Affiliate and producer relationships | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 130,000 |
Ending balance | 130,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (30,530) |
Amortization Expense | (2,955) |
Accumulated amortization, ending balance | (33,485) |
Net Book Value | 96,515 |
Broadcast advertising | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 32,000 |
Ending balance | 32,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (16,533) |
Amortization Expense | (1,600) |
Accumulated amortization, ending balance | (18,133) |
Net Book Value | 13,867 |
Tower income contracts | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 13,592 |
Assets held for sale | (5) |
Dispositions | 0 |
Ending balance | 13,587 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (3,902) |
Amortization Expense | (377) |
Assets held for sale | 1 |
Accumulated amortization, ending balance | (4,278) |
Net Book Value | 9,309 |
Other | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance | 11,060 |
Assets held for sale | (4) |
Dispositions | 0 |
Ending balance | 11,056 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | |
Accumulated Amortization, beginning balance | (11,060) |
Amortization Expense | 0 |
Assets held for sale | 4 |
Accumulated amortization, ending balance | (11,056) |
Net Book Value | $ 0 |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Total unamortized debt issuance costs | $ (8,964) | $ (9,336) |
Long-term debt, net | 966,721 | 967,661 |
Term Loan due 2026 | ||
Debt Instrument [Line Items] | ||
Debt, gross | 468,099 | 469,411 |
Less: current portion | (5,250) | (5,250) |
6.75% Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 452,836 | $ 452,836 |
Stated rate | 0.0675% | 0.0675% |
2020 Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 60,000 | $ 60,000 |
Long-Term Debt (Refinanced Cred
Long-Term Debt (Refinanced Credit Agreement (Term Loan due 2026)) (Details) - USD ($) | Sep. 30, 2020 | Sep. 26, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Long-term line of credit | $ 60,000,000 | $ 60,000,000 | ||
Term Loan Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Long-term line of credit | $ 525,000,000 | |||
Basis spread on variable rate | 1.00% | |||
Stated rate | 4.75% | |||
Amortization of outstanding loan principal amount, quarterly installment | 0.25% | |||
Debt discounts and issuance costs | 5,100,000 | |||
Repayments of debt | $ 49,000,000 | |||
Write-off | $ 400,000 | |||
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] | ||||
Basis spread on variable rate | 1.00% | |||
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% | |||
Term Loan Due 2026 | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% |
Long-Term Debt (2020 Revolving
Long-Term Debt (2020 Revolving Credit Agreement) (Details) - USD ($) | Mar. 06, 2020 | Mar. 31, 2021 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 100,000,000 | |
Borrowing base | 85.00% | |
Unused capacity, commitment fee rate | 0.25% | |
Debt instrument, unamortized discount | $ 600,000 | |
Debt discounts and issuance costs | 400,000 | |
Letters of credit outstanding | $ 64,300,000 | |
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 (6.75% Senior No
Long-Term Debt (6.75% Senior Notes) (Details) - 6.75% Senior Notes - USD ($) | Nov. 03, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 26, 2019 |
Debt Instrument [Line Items] | ||||
Stated rate | 0.0675% | 0.0675% | ||
Debt instrument, face amount | $ 500,000,000 | |||
Write-off | $ 600,000 | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated rate | 6.75% | 6.75% | ||
Debt issuance costs | $ 7,300,000 | |||
Repayments of debt | $ 47,200,000 |
Fair Value Measurements (Gross
Fair Value Measurements (Gross Amounts and Fair Value of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Gross value | $ 966,721 | $ 967,661 |
6.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Gross value | 452,836 | 452,836 |
Fair value - Level 2 | 6.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 459,629 | 464,157 |
Fair value - Level 2 | Term Loan Due 2026 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 461,078 | 460,023 |
Term Loan Due 2026 | Term loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Gross value | $ 468,099 | $ 469,411 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 98.50% | 98.00% |
6.75% Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading prices rate to calculate the fair value | 101.50% | 102.50% |
Stated rate | 6.75% | 6.75% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 4,349 | $ 1,549 |
Loss before income taxes | $ 26,266 | $ 8,900 |
Effective tax rate | 16.60% | 17.40% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | May 20, 2020$ / shares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||
Stock shares authorized (in shares) | 300,000,000 | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | ||
Common stock, shares issued (in shares) | 20,653,510 | ||
Common stock, shares outstanding (in shares) | 20,445,622 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares issued (in shares) | 18,535,604 | 18,135,956 | |
Common stock, shares outstanding (in shares) | 18,327,716 | 17,961,734 | |
Common stock, par value (usd per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, shares issued (in shares) | 2,117,906 | 2,416,253 | |
Common stock, shares outstanding (in shares) | 2,117,906 | 2,416,253 | |
Common stock, par value (usd per share) | $ / shares | $ 0.00 | $ 0.00 | $ 0.00 |
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 |
(Loss) Earnings Per Share (Deta
(Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic Loss Per Share | ||
Undistributed net loss from operations | $ (21,917) | $ (7,351) |
Basic net loss attributable to common shares | $ (21,917) | $ (7,351) |
Basic weighted average shares outstanding (in shares) | 20,419,450 | 20,225,074 |
Basic undistributed net income (loss) per share attributable to common shares (USD per share) | $ (1.07) | $ (0.36) |
Diluted Loss Per Share | ||
Undistributed net loss from operations | $ (21,917) | $ (7,351) |
Diluted net loss attributable to common shares | $ (21,917) | $ (7,351) |
Basic weighted average shares outstanding (in shares) | 20,419,450 | 20,225,074 |
Effect of dilutive options and restricted share units (in shares) | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 20,419,450 | 20,225,074 |
Diluted undistributed net income (loss) per share attributable to common shares (USD per share) | $ (1.07) | $ (0.36) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining aggregate obligation under the agreements with Nielsen Audio | $ 82.9 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event | Apr. 01, 2021USD ($) |
Fifth Third Bank - PPP Loan | |
Subsequent Event [Line Items] | |
Debt instrument, face amount | $ 18,300,000 |
PPP Loans | |
Subsequent Event [Line Items] | |
Debt instrument, face amount | $ 20,000,000 |