Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
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, 2023 | ||
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 | 780 Johnson Ferry Road NE | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Atlanta, | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30342 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 65 | ||
Documents Incorporated by Reference | Portions of the registration's definitive proxy statement for the 2024 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. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001058623 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0000001 per share | ||
Trading Symbol | CMLS | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 16,361,659 | ||
Class A common stock purchase rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock purchase rights | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 312,041 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Firm ID | 238 |
Auditor Location | Atlanta, Georgia |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 80,660 | $ 107,433 |
Accounts receivable, less allowance for doubtful accounts of $5,983 and $5,936 at December 31, 2023 and 2022, respectively | 180,706 | 210,254 |
Trade receivable | 1,495 | 2,044 |
Prepaid expenses and other current assets | 24,036 | 25,540 |
Total current assets | 286,897 | 345,271 |
Property and equipment, net | 180,596 | 190,107 |
Operating lease right-of-use assets | 118,646 | 135,236 |
Broadcast licenses | 741,716 | 807,544 |
Other intangible assets, net | 95,913 | 115,751 |
Deferred income tax assets | 0 | 5,972 |
Other assets | 16,533 | 9,150 |
Total assets | 1,440,301 | 1,609,031 |
Current liabilities: | ||
Accounts payable and accrued expenses | 114,072 | 114,826 |
Current portion of operating lease liabilities | 27,515 | 27,970 |
Trade payable | 2,152 | 2,812 |
Total current liabilities | 143,739 | 145,608 |
Term loan due 2026, net of debt issuance costs of $1,223 and $1,785 at December 31, 2023 and 2022, respectively | 328,287 | 336,667 |
6.75% senior notes, net of debt issuance costs of $2,108 and $3,138 at December 31, 2023 and 2022, respectively | 344,137 | 377,789 |
Operating lease liabilities | 113,141 | 119,925 |
Financing liabilities, net | 205,890 | 212,993 |
Other liabilities | 6,200 | 6,991 |
Deferred income tax liabilities | 12,325 | 653 |
Total liabilities | 1,153,719 | 1,200,626 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Treasury stock, at cost, 5,218,736 and 2,927,739 shares at December 31, 2023 and 2022, respectively | (45,747) | (36,533) |
Additional paid-in-capital | 353,732 | 348,462 |
(Accumulated deficit) retained earnings | (21,403) | 96,476 |
Total stockholders' equity | 286,582 | 408,405 |
Total liabilities and stockholders' equity | 1,440,301 | 1,609,031 |
Term Loan Due 2026 | ||
Current liabilities: | ||
6.75% senior notes, net of debt issuance costs of $2,108 and $3,138 at December 31, 2023 and 2022, respectively | 328,300 | |
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, 2023 | Dec. 31, 2022 |
Allowance for credit loss | $ 5,983 | $ 5,936 |
Common stock, shares, issued (in shares) | 21,768,716 | |
Common stock, shares, outstanding (in shares) | 16,549,980 | |
Treasury stock (in shares) | 5,218,736 | 2,927,739 |
Class A Common Stock | ||
Common stock, par value (in 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) | 21,456,675 | 20,852,749 |
Common stock, shares, outstanding (in shares) | 16,237,939 | 17,925,010 |
Class B Common Stock | ||
Common stock, par value (in 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) | 312,041 | 312,041 |
Common stock, shares, outstanding (in shares) | 312,041 | 312,041 |
Term Loan Due 2026 | ||
Debt issuance costs | $ 1,223 | $ 1,785 |
6.75 Senior Notes | Senior Notes | ||
Debt issuance costs | $ 2,108 | $ 3,138 |
Interest rate (as percent) | 6.75% | 6.75% |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenue | $ 844,548 | $ 953,506 |
Operating expenses: | ||
Content costs | 331,359 | 357,478 |
Selling, general & administrative expenses | 377,032 | 383,375 |
Depreciation and amortization | 58,176 | 56,386 |
Corporate expenses | 70,011 | 62,471 |
Gain on sale or disposal of assets or stations | (16,064) | (1,537) |
Impairment of intangible assets | 65,312 | 15,544 |
Total operating expenses | 885,826 | 873,717 |
Operating (loss) income | (41,278) | 79,789 |
Non-operating expense: | ||
Interest expense | (71,269) | (64,890) |
Interest income | 2,359 | 340 |
Gain on early extinguishment of debt | 9,849 | 4,496 |
Other expense, net | (357) | (130) |
Total non-operating expense, net | (59,418) | (60,184) |
(Loss) income before income taxes | (100,696) | 19,605 |
Income tax expense | (17,183) | (3,370) |
Net (loss) income | $ (117,879) | $ 16,235 |
Basic and diluted (loss) earnings per common share (see Note 12, "(Loss) Earnings Per Share"): | ||
Basic (Loss) Earnings per share (in USD per share) | $ (6.83) | $ 0.83 |
Diluted (Loss) Earnings per share (in USD per share) | $ (6.83) | $ 0.81 |
Weighted average basic common shares outstanding (in shares) | 17,269,001 | 19,560,257 |
Weighted average diluted common shares outstanding (in shares) | 17,269,001 | 20,023,291 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Beginning balance (in shares) at Dec. 31, 2021 | 18,558,719 | 1,964,764 | |||||||
Beginning balance at Dec. 31, 2021 | $ 419,497 | $ 0 | $ 0 | $ (2,977) | $ 342,233 | $ 80,241 | |||
Treasury Stock, Beginning balance (in shares) at Dec. 31, 2021 | 230,310 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 16,235 | 16,235 | |||||||
Shares returned in lieu of tax payments (in shares) | 156,650 | ||||||||
Shares returned in lieu of tax payments | (1,700) | $ (1,700) | |||||||
Conversion of Class B Common Stock (in shares) | 1,652,723 | (1,652,723) | |||||||
Issuance of common stock (in shares) | 254,347 | ||||||||
Stock-based compensation expense | 6,229 | 6,229 | |||||||
Treasury stock purchased under share repurchase program (in shares) | (2,540,779) | 2,540,779 | |||||||
Treasury stock purchased under share repurchase program | (31,856) | $ (31,856) | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 17,925,010 | 312,041 | 17,925,010 | 312,041 | |||||
Ending balance at Dec. 31, 2022 | $ 408,405 | $ 0 | $ 0 | $ (36,533) | 348,462 | 96,476 | |||
Treasury Stock, Ending balance (in shares) at Dec. 31, 2022 | 2,927,739 | 2,927,739 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | $ (117,879) | (117,879) | |||||||
Shares returned in lieu of tax payments (in shares) | 222,707 | ||||||||
Shares returned in lieu of tax payments | $ (1,426) | $ (1,426) | |||||||
Issuance of common stock (in shares) | 381,219 | ||||||||
Stock-based compensation expense | $ 5,270 | 5,270 | |||||||
Treasury stock purchased under share repurchase program (in shares) | (2,068,290) | 2,068,290 | |||||||
Treasury stock purchased under share repurchase program | $ (7,788) | $ (7,788) | |||||||
Ending balance (in shares) at Dec. 31, 2023 | 16,549,980 | 16,237,939 | 312,041 | 16,237,939 | 312,041 | ||||
Ending balance at Dec. 31, 2023 | $ 286,582 | $ 0 | $ 0 | $ (45,747) | $ 353,732 | $ (21,403) | |||
Treasury Stock, Ending balance (in shares) at Dec. 31, 2023 | 5,218,736 | 5,218,736 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (117,879) | $ 16,235 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 58,176 | 56,386 |
Amortization and write-off of debt issuance costs | 2,039 | 2,565 |
Provision for doubtful accounts | 3,164 | 3,411 |
Gain on sale of assets or stations | (16,064) | (1,537) |
Impairment of right-of-use assets | 11,404 | 0 |
Change in fair value of contingent consideration | (2,000) | 0 |
Impairment of intangible assets | 65,312 | 15,544 |
Deferred income taxes | 17,644 | 1,037 |
Stock-based compensation expense | 5,270 | 6,229 |
Gain on early extinguishment of debt | (9,849) | (4,496) |
Non-cash interest expense on financing liabilities | 3,918 | 3,721 |
Non-cash imputed rental income | (4,782) | (4,643) |
Changes in assets and liabilities (excluding acquisitions and dispositions): | ||
Accounts receivable | 26,384 | (16,731) |
Trade receivable | 549 | (146) |
Prepaid expenses and other current assets | 1,560 | 5,320 |
Operating leases | (2,054) | 1,565 |
Other assets | (8,640) | (2,081) |
Accounts payable and accrued expenses | (2,515) | (285) |
Trade payable | (660) | 1,062 |
Other liabilities | 684 | (4,676) |
Net cash provided by operating activities | 31,661 | 78,480 |
Cash flows from investing activities: | ||
Proceeds from sale of assets or stations | 17,814 | 2,011 |
Asset acquisition | 0 | (135) |
Proceeds from insurance reimbursement | 179 | 2,950 |
Capital expenditures | (24,814) | (31,062) |
Net cash used in investing activities | (6,821) | (26,236) |
Cash flows from financing activities: | ||
Repayment of borrowings under term loan due 2026 | (7,900) | (17,471) |
Repayment of borrowings under 6.75% senior notes | (25,861) | (64,589) |
Treasury stock purchases | (7,788) | (31,856) |
Payment of contingent consideration | (2,000) | (1,000) |
Shares returned in lieu of tax payments | (1,426) | (1,700) |
Repayments of financing liabilities | (5,801) | (4,936) |
Repayments of finance lease obligations | (837) | (287) |
Net cash used in financing activities | (51,613) | (121,839) |
Decrease in cash and cash equivalents | (26,773) | (69,595) |
Cash and cash equivalents at beginning of period | 107,433 | 177,028 |
Cash and cash equivalents at end of period | $ 80,660 | $ 107,433 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 26, 2019 |
6.75 Senior Notes | Senior Notes | |||
Interest rate (as percent) | 6.75% | 6.75% | 6.75% |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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, "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 an audio-first media 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 403 owned-and-operated radio stations across 85 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, CNN, AP News, the Academy of Country Music Awards, and many other world-class partners across more than 9,800 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through the Cumulus Podcast Network, 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. For more information visit www.cumulusmedia.com. 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, 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, and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates. Comprehensive (Loss) Income Comprehensive (loss) income includes net (loss) 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, 2023 and 2022, 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. The Company believes its concentration of credit risk is limited due to the large number of its customers. 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 finance 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 finance 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. 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 December 31, 2023 and 2022, assets held for sale were not material. 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 the assets of an asset group may not be recoverable. An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other groups of assets. Recoverability of an asset group to be held and used is measured by a comparison of the carrying amount of the asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset group. Intangible Assets As of December 31, 2023, 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 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. Broadcast radio revenue is recognized as commercials are broadcast. Digital podcasting and streaming revenues are recognized when the advertisements are delivered. Revenues for digital marketing services are recognized over time as the services are provided depending on the terms of the contract. Remote and event revenues are recognized at the time services, for example hosting an event, are delivered. Revenues are recorded on a net basis, after the deduction of advertising agency fees. 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. 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. 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, 2023 and 2022, amounts reflected under trade and barter transactions were: (1) trade and barter revenues of $57.6 million and $49.5 million, respectively; and (2) trade and barter expenses of $57.6 million and $48.7 million, respectively. Advertising Costs Advertising costs are expensed as incurred. For the years ended December 31, 2023 and 2022, the advertising costs incurred were $5.5 million and $4.5 million, respectively. Stock-based Compensation Expense Stock-based compensation expense recognized for the years ended December 31, 2023 and 2022, was $5.3 million and $6.2 million, respectively. For awards with service conditions, stock-based compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. In addition, the Company elected 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 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 provided for deferred tax assets when it is not more likely than not that the asset will be realized. 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 realized 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, including warrants. 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"). 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. 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, 2023 and 2022 (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Supplemental disclosures of cash flow information: Interest paid $ 63,365 $ 47,127 Income taxes paid 484 7,363 Supplemental disclosures of non-cash flow information: Trade revenue $ 57,615 $ 49,543 Trade expense 57,619 48,694 Non-cash principal change in financing liabilities (536) (542) New Accounting Pronouncements ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. ASU 2023-09 - Improvements to Income Tax Disclosures ("ASU 2023-09"). In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. Accounting Guidance Adopted in 2023 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. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2023 | |
Acquisitions and Dispositions [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions WDRQ Sale On July 31, 2023, the Company completed the sale of WDRQ-FM, in Detroit, MI (the "WDRQ Sale") for $10.0 million in cash. The Company recorded a gain on the WDRQ Sale of $8.6 million which was included in the 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, 2023. WFAS Sale On February 6, 2023, the Company completed the sale of WFAS-FM, in Bronxville, NY (the "WFAS Sale") for $7.3 million in cash. The Company recorded a gain on the WFAS Sale of $7.1 million which was included in the 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, 2023. Asset Acquisition On July 30, 2021, the Company purchased affiliate advertising relationships from a producer of radio station advertising for total consideration of $15.0 million. The consideration included a $7.0 million upfront cash payment and contingent consideration owed of up to $8.0 million to be paid over approximately three years. The Company recorded a liability for the contingent consideration on the acquisition date in accordance with Accounting Standards Codification Topic 450, Contingencies |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2023 | |
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 tables present revenues disaggregated by revenue source (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Broadcast radio revenue: Spot $ 412,047 $ 479,834 Network 182,503 229,772 Total broadcast radio revenue 594,550 709,606 Digital 146,425 142,312 Other 103,573 101,588 Net revenue $ 844,548 $ 953,506 Broadcast Radio Revenue Most of our revenue is generated through the sale of terrestrial, broadcast radio spot advertising time to local, regional, and national clients. In addition to local, regional and national spot advertising revenues, we monetize our available inventory in the network sales marketplace. To effectively deliver network advertising for our customers, we distribute content and programming through third party affiliates to reach a broader national audience. Digital Revenue We generate digital advertising revenue from the sale of advertising and promotional opportunities across our podcasting network, streaming audio network, websites, mobile applications and digital marketing services. We sell premium advertising adjacent to, or embedded in, podcasts through our network of owned and distributed podcasts. We also operate streaming audio advertising networks in the U.S., including owned and operated internet radio simulcasted stations with either digital ad-inserted or simulcasted ads. We sell display ads across local radio station websites, mobile applications, and ancillary custom client microsites. In addition, we sell an array of local digital marketing services to new and existing advertisers such as, email marketing, geo-targeted display, video solutions and search engine marketing within our Cumulus C-suite portfolio, and website and microsite building and hosting, social media management, reputation management, listing management, and search engine optimization within our Boost product suite. Other Revenue Other revenue includes trade and barter transactions, remote and event revenues, and non-advertising revenue. Non-advertising revenue represents fees received for licensing content, imputed tower rental income, satellite rental income, and proprietary software licensing. 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 with various content providers 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 majority of our revenue sharing agreements are recorded on a gross basis with the shared revenue amount recorded within Content costs in the Consolidated Statements of Operations. Inventory representation agreements are also generally recorded on a gross basis with the fees paid to inventory providers recorded within Content costs in the Consolidated Statements of Operations. Capitalized Costs of Obtaining a Contract The Company capitalizes certain incremental costs of obtaining contracts with customers which it expects to recover. 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, 2023 and 2022, the Company recorded an asset of $6.5 million and $7.2 million, respectively, related to the unamortized portion of commission expense on new local direct revenue. Amortization for the years ended December 31, 2023 and 2022, was $7.1 million and $6.9 million, respectively. No impairment losses have been recognized in the fiscal years ended December 31, 2023 and 2022. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (dollars in thousands): Estimated Useful Life December 31, 2023 December 31, 2022 Land N/A $ 62,334 $ 62,485 Broadcasting and other equipment 5 to 7 years 140,795 128,139 Computer and capitalized software costs 1 to 5 years 32,803 16,230 Furniture and fixtures 5 years 7,749 8,265 Leasehold improvements 5 years 25,155 32,054 Buildings and towers 20 years 34,061 32,643 Construction in progress N/A 5,009 15,639 Property and equipment, gross 307,906 295,455 Less: accumulated depreciation (127,310) (105,348) Property and equipment, net $ 180,596 $ 190,107 Depreciation expense for the years ended December 31, 2023 and 2022, was $38.1 million and $33.1 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 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 and 2022 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, 2021 $ 823,905 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,287 Assets held for sale (49) (32) — — (32) — (113) Acquisition — 135 — — — — 135 Dispositions (768) — — — — — (768) Impairment charges (15,544) — — — — — (15,544) Other (a) — — — — — (11,053) (11,053) Balance as of December 31, 2022 $ 807,544 $ 19,852 $ 145,000 $ 32,000 $ 13,548 $ — $ 1,017,944 Accumulated Amortization Balance as of December 31, 2021 $ — $ — $ (43,598) $ (22,933) $ (5,408) $ (11,053) $ (82,992) Amortization Expense — — (14,819) (6,400) (1,507) — (22,726) Assets held for sale — — — — 16 — 16 Other (a) — — — — — 11,053 11,053 Balance as of December 31, 2022 $ — $ — $ (58,417) $ (29,333) $ (6,899) $ — $ (94,649) Net Book Value as of December 31, 2022 $ 807,544 $ 19,852 $ 86,583 $ 2,667 $ 6,649 $ — $ 923,295 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, 2022 $ 807,544 $ 19,852 $ 145,000 $ 32,000 $ 13,548 $ — $ 1,017,944 Dispositions (1,307) (41) — — (41) — (1,389) Impairment charges (64,521) (791) — — — — (65,312) Other (a) — — — (32,000) — — (32,000) Balance as of December 31, 2023 $ 741,716 $ 19,020 $ 145,000 $ — $ 13,507 $ — $ 919,243 Accumulated Amortization Balance as of December 31, 2022 $ — $ — $ (58,417) $ (29,333) $ (6,899) $ — $ (94,649) Amortization Expense — — (14,818) (2,667) (1,503) — (18,988) Dispositions — — — — 23 — 23 Other (a) — — — 32,000 — — 32,000 Balance as of December 31, 2023 $ — $ — $ (73,235) $ — $ (8,379) $ — $ (81,614) Net Book Value as of December 31, 2023 $ 741,716 $ 19,020 $ 71,765 $ — $ 5,128 $ — $ 837,629 (a) Removed gross carrying amount and accumulated amortization of fully amortized intangible assets. Total amortization expense related to the Company's definite-lived intangible assets was $19.0 million and $22.7 million, for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, future amortization expense related to the Company's definite-lived intangible assets was estimated as follows (dollars in thousands): 2024 $ 16,319 2025 16,319 2026 15,069 2027 12,444 2028 11,818 Thereafter 4,924 Total definite-lived intangibles, net $ 76,893 Impairment Testing The Company's indefinite-lived intangible assets consist of FCC licenses and trademarks. 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. The Company reviews the carrying amount of its definite-lived intangible assets, primarily broadcast advertising and affiliate relationships, for recoverability 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 and other potential indicators of impairment. No impairment indicators were identified related to the definite-lived intangible assets. FCC Licenses A valuation analysis is conducted each year as of December 31 to test the Company's FCC licenses for impairment. The Company determined that its geographic markets are the appropriate unit of accounting for FCC license impairment testing and therefore the Company has combined its FCC licenses within each geographic market cluster into a single unit of accounting for impairment testing purposes. In order to determine the fair value of its FCC licenses, the Company engaged a third-party valuation firm to assist with the development of assumptions and preparation of a valuation utilizing 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, 2023 December 31, 2022 Discount rate 9.5 % 8.9 % Long-term revenue growth rate (0.75) % (0.75) % Mature operating profit margin for average stations in the markets where the Company operates 26% – 27% 20% – 30% As a result of the annual impairment test as of December 31, 2023, we recorded a $64.5 million impairment charge. The impairment charge was primarily driven by an increase in the discount rate, reductions in forecasted revenues in our served markets, and changes in mature operating profit margin assumptions. The reduction in forecasted revenues was largely attributable to uncertainty surrounding current macroeconomic conditions, including an environment of rising interest rates. As a result of the annual impairment test as of December 31, 2022, the Company recorded a $15.5 million impairment charge which also resulted from an increase in the discount rate and slowed broadcast revenue growth. The impairment charges are recorded within Impairment of Intangible Assets As of December 31, 2023, the FCC license fair value of nine of the Company's geographical markets exceeded the respective carrying amount by less than 10%. The aggregate carrying amount of the licenses relating to these markets was $97.9 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. Trademarks The Company determined the fair value of the trademarks utilizing the relief-from-royalty method of the income approach. As a result of the annual trademark impairment test as of December 31, 2023, we recorded an $0.8 million impairment charge, which was driven by the same factors as discussed above related to the FCC impairment. The impairment charge is recorded within Impairment of Intangible Assets on the Consolidated Statements of Operations. As a result of the annual trademark impairment test as of December 31, 2022, there was no impairment. Triggering Events The Company will continue to monitor changes in economic and market conditions 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. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 Accrued employee costs $ 20,376 $ 26,023 Accrued third party content costs 18,304 21,557 Accounts payable 13,739 8,151 Financing liability 8,401 7,242 Accrued interest 14,439 13,009 Accrued other 38,813 38,844 Total accounts payable and accrued expenses $ 114,072 $ 114,826 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company's long-term debt consisted of the following (dollars in thousands): December 31, 2023 December 31, 2022 Term Loan due 2026 $ 329,510 $ 338,452 6.75% Senior Notes 346,245 380,927 Less: Total unamortized debt issuance costs (3,331) (4,923) Total long-term debt, net, excluding current maturities $ 672,424 $ 714,456 Future maturities of the Term Loan due 2026 and 6.75% Senior Notes are as follows (dollars in thousands): 2024 $ — 2025 — 2026 675,755 2027 — 2028 — Thereafter — Total $ 675,755 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 indirectly 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, which was used to refinance the remaining balance of the then outstanding term loan (the "Term Loan due 2022"). On June 9, 2023, Holdings Cumulus Media Intermediate, Inc. ("Intermediate"), a direct wholly-owned subsidiary of the Company, and certain of the Company's other subsidiaries (collectively, with Holdings and Intermediate, the ("Credit Parties") entered into a second amendment ("Amendment No. 2") to the Refinanced Credit Agreement. Amendment No. 2, among other things, modifies certain terms of the Term Loan due 2026 to replace the relevant benchmark provisions from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"). Except as modified by Amendment No. 2, the existing terms of the Refinanced Credit Agreement remained in effect. Prior to the execution of Amendment No. 2, amounts outstanding under the Refinanced Credit Agreement bore interest at a per annum rate equal to (i) 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%. Subsequent to the execution of Amendment No. 2, amounts outstanding under the Refinanced Credit Agreement bore interest at a per annum rate equal to (i) SOFR plus a SOFR Adjustment, subject to a SOFR floor of 1.00%, and an applicable margin of 3.75%, or (ii) the Alternative Base Rate as defined above. As of December 31, 2023, the Term Loan due 2026 bore interest at a rate of 9.40% 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. As a result of the mandatory prepayments discussed below, the Company is no longer required to make such quarterly installments. 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. 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 restricted 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 issuance costs of $5.1 million were capitalized and amortized over the term of the Term Loan due 2026. During the year ended December 31, 2023, the Company repaid $8.9 million principal amount of the Term Loan due 2026. These repayments resulted in a gain on extinguishment of debt of $1.0 million. The Term Loan due 2026 was repurchased with cash on hand. The Company wrote-off debt issuance costs as a result of the repurchase, which were not material. During the year ended December 31, 2022 , the Company repaid $5.3 million principal amount of the Term Loan due 2026. These repayments resulted in a gain on extinguishment of debt of $0.3 million. The Term Loan due 2026 was repurchased with cash on hand. The Company wrote-off debt issuance costs as a result of the repurchase, which were not material. In March 2022, the Company was required by the Excess Cash Flow provisions of the Term Loan due 2026 to make a prepayment of $12.5 million. In connection with the prepayment, the Company wrote-off $0.1 million of debt issuance costs. As of December 31, 2023, $328.3 million remained outstanding under the Term Loan due 2026, net of debt issuance costs of $1.2 million, and 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. On June 3, 2022, Holdings, the Borrowers and Intermediate entered into a fifth amendment (the "Amendment") to the 2020 Revolving Credit Agreement. The Amendment, among other things, (i) extended the maturity date of all borrowings under the 2020 Revolving Credit Facility to June 3, 2027, provided, that if any of the Company’s indebtedness with an aggregate principal amount in excess of $35.0 million is outstanding on the date that is 90 days prior to the stated maturity of such indebtedness (each such date, a "Springing Maturity Date"), then the maturity date of all borrowings under the 2020 Revolving Credit Facility will instead be such Springing Maturity Date, and (ii) modified certain terms of the 2020 Revolving Credit Facility to replace the relevant benchmark provisions from the London Interbank Offered Rate to the Secured Overnight Financing Rate ("SOFR"). Except as modified by the Amendment, the existing terms of the 2020 Revolving Credit Agreement remained in effect. 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 SOFR plus (i) 0.10% and (ii) 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 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 restricted 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. As of December 31, 2023, $4.4 million was outstanding under the 2020 Revolving Credit Facility, representing letters of credit. As of December 31, 2023, the Company was in compliance with all required covenants under the 2020 Revolving Credit Agreement. 6.75% Senior Notes On June 26, 2019, Holdings 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. Holdings may redeem some or all of the 6.75% Senior Notes at any time, or from time to time, at the following prices: Year Price 2022 103.3750 % 2023 101.6875 % 2024 and thereafter 100.0000 % The 6.75% Senior Notes are fully and unconditionally guaranteed by Intermediate Holdings and the present and future wholly-owned restricted 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. 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. During the year ended December 31, 2023 , the Company repaid $34.7 million principal amount of the 6.75% Senior Notes. The repurchase resulted in a gain on extinguishment of debt of $8.8 million. The 6.75% Senior Notes were repurchased with cash on hand. As a result of the repurchases, the Company wrote-off $0.3 million of debt issuance costs. During the year ended December 31, 2022, the Company repurchase d $68.8 million principal amount of the 6.75% Senior Notes. The repurchase resulted in a gain on extinguishment of debt of $4.2 million. The 6.75% Senior Notes were repurchased with cash on hand. As a result of the repurchases, the Company wrote-off $0.6 million of debt issuance costs. As of December 31, 2023, $344.1 million remained outstanding under the 6.75% Senior Notes, net of debt issuance costs of $2.1 million, and the Issuer was in compliance with all required covenants under the Indenture. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 Term Loan due 2026: Gross value $ 329,510 $ 338,452 Fair value - Level 2 250,428 314,760 6.75% Senior Notes: Gross value $ 346,245 $ 380,927 Fair value - Level 2 231,119 321,833 As of December 31, 2023, the Company used trading prices from a third party of 76.00% and 66.75% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively. As of December 31, 2022, the Company used trading prices from a third party of 93.00% and 84.50% to calculate the fair value of the Term Loan 2026 and the 6.75% Senior Notes, respectively. The Company invests in governmental money market funds that have a maturity of three months or less at the date of purchase which are classified as cash equivalents. Due to the short maturity, the Company believes the carrying amount of the cash equivalents approximates fair value. The following table details the fair value measurements of the Company's investments as of December 31, 2023 and December 31, 2022 (dollars in thousands): Level 1 Level 2 Level 3 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Cash equivalents $ 49,092 $ — $ — $ — $ — $ — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, the Company had 21,768,716 aggregate issued shares of common stock, and 16,549,980 outstanding shares consisting of: (i) 21,456,675 issued shares and 16,237,939 outstanding shares designated as Class A common stock; and (ii) 312,041 issued and outstanding shares designated as Class B common stock. Share Repurchase Program On May 4, 2022, the Board of Directors authorized a share repurchase program (the "prior share repurchase authorization") for up to $50.0 million of outstanding Class A common stock. The prior share repurchase authorization expired on November 3, 2023. On October 27, 2023, the Company announced that the Board of Directors authorized a new share repurchase program (the "current share repurchase authorization") for up to $25.0 million of outstanding Class A common stock. The current share repurchase authorization superseded and replaced our prior share repurchase authorization and expires on May 15, 2025. Purchases made pursuant to the program may be made from time to time, at the Comp any’s discretion, in the open market, through privately negotiated transactions or through other manners as permitted by federal securities laws including, but not limited to, 10b5-1 trading plans, accelerated stock repurchase programs and tender offers. The extent that the Company repurchases its shares, the number of shares and the timing of any repurchases will depend on general economic and market conditions, regulatory and legal requirements, alternative investment opportunities and other considerations. The repurchase program does not require the company to repurchase a minimum number of shares, and it may be modified, suspended or terminated at any time without prior notice. Under the prior share repurchase authorization, the Company commenced modified Dutch tender offers on May 12, 2023, and May 6, 2022, to purchase up to $10.0 million and $25.0 million shares of its Class A common stock, respectively. Through the 2023 offer, which expired on June 9, 2023, the Company accepted for payment a total of 1,745,005 shares of the Company's Class A Common stock at a purchase price of $3.25 per share, for an aggregate cost of approximately $5.7 million, excluding fees and expenses. Through the 2022 offer, which expired on June 3, 2022, the Company accepted for payment a total of 1,724,137 shares of the Company's Class A Common stock at a purchase price of $14.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses. During the year ended December 31, 2023, the Company repurchased 323,285 shares of its outstanding Class A common stock in the open market at an average purchase price of $4.65 per share for an aggregate cost of approximately $1.5 million, excluding fees and expenses. During the year ended December 31, 2022, the Company repurchased 816,642 shares of our outstanding Class A common stock in the open market at an average purchase price of $8.38 per share for an aggregate cost of approximately $6.8 million, excluding fees and expenses. Shares repurchased were accounted for as treasury stock and the total cost of shares repurchased was recorded as a reduction of stockholder's equity in the Consolidated Balance Sheet. The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. Excise tax is owed on the fair market value of stock repurchases reduced by the fair market value of stock issued and a $1,000,000 de minimis exception. Excise tax owed on shares repurchased during the year ended December 31, 2023, was not material. As of December 31, 2023, $25.0 million of the Company's outstanding Class A common stock remained available for repurchase under the share repurchase program. Stock Purchase Warrants |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Share-Based Compensation On April 26, 2023, the Company's stockholders approved an amendment and restatement (the “Amendment”) of the Cumulus Media Inc. 2020 Equity and Incentive Plan (as amended, the “2020 Plan”). Pursuant to the Amendment, the number of shares of Class A common stock reserved for issuance under the Plan was increased by 700,000 shares for an aggregate number of 2,800,000 shares of Class A common stock. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. Awards can be made under the 2020 Plan for a period of ten years from April 26, 2023, subject to the right of the stockholders and the Board to terminate the 2020 Plan at any time. 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. 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 Stock Options The Options granted to Management during fiscal year 2020 have a five year contractual term and will vest ratably over four years on the anniversary of the date of grant. The Options granted to Management on or about the Effective Date will vest 30% on or about each of the first two anniversaries of the issuance date, and 20% will vest on or about each of the third and fourth anniversaries of the issuance date. The vesting of each of the awards to Management is also subject to, among other things, each employee's continued employment with the Company. The Options granted to each non-employee director, which have a five year contractual term, vest in four equal installments on the last day of each calendar quarter, commencing in the quarter in which the award is granted. The vesting of each of the non-employee director awards are also subject to, among other things, each non-employee director's continued role as a director with the Company. Upon a change in control, all unvested non-employee director awards will fully vest. The following table summarizes changes in outstanding stock options during the twelve months ended December 31, 2023 and 2022, as well as stock options that are vested and expected to vest and stock options exercisable as of December 31, 2023 and 2022: Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Outstanding as of December 31, 2021 735,895 $ 19.91 2.3 $ 405 Granted — — — Exercised — — — Forfeited and canceled (19,640) $ 22.88 — Outstanding as of December 31, 2022 716,255 $ 19.83 1.2 $ 103 Exercisable as of December 31, 2022 559,505 $ 21.82 0.9 $ 51 Outstanding as of December 31, 2022 716,255 $ 19.83 1.2 $ 103 Granted — — — Exercised — — — Forfeited and canceled (402,755) $ 25.37 — Outstanding as of December 31, 2023 313,500 $ 12.70 1.1 $ 49 Exercisable as of December 31, 2023 235,125 $ 12.70 1.1 $ 37 (1) 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. Unrecognized compensation cost related to unvested stock options is not material as of December 31, 2023. There was $0.4 million of unrecognized compensation cost related to unvested stock options as of December 31, 2022. The weighted-average recognition period is 0.1 years and 0.6 years for each period, respectively. RSUs Time-based RSUs granted to Management typically vest ratably over four years on the anniversary of the date of grant. Time-based RSUs granted to non-employee directors typically vest in four equal installments on the last day of each calendar quarter, commencing in the quarter in which the award is granted. Performance-based RSUs vest equally over a four-year period based upon annual EBITDA performance goals, which are established by the Board of Directors at the beginning of each year. Performance-based RSUs vesting in any year may be earned in a range of 0% to 100% of the initial shares awarded. 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, 2023 and 2022 and the related weighted-average grant date fair value: Number of RSUs Weighted-Average Grant Date Fair Value Nonvested as of December 31, 2021 829,521 $ 10.59 Granted 624,553 10.30 Vested (390,108) 10.91 Forfeited (11,187) 11.29 Nonvested as of December 31, 2022 1,052,779 $ 10.29 Granted 971,362 4.89 Vested (603,926) 9.12 Forfeited (62,953) 5.49 Nonvested as of December 31, 2023 1,357,262 $ 7.17 As of December 31, 2023 and 2022, there was $5.9 million and $6.3 million, respectively, of unrecognized compensation cost related to unvested RSUs with a weighted-average recognition period of 1.2 years for each period. 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 December 31, 2023 Year Ended December 31, 2022 Stock option grants $ 375 $ 623 Restricted stock unit grants 4,895 5,606 Total expense $ 5,270 $ 6,229 The associated tax benefits related to these stock-based compensation awards for the years ended December 31, 2023 and 2022, was $1.4 million and $1.6 million, respectively. The Company elected 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, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense for the Company years ended December 31, 2023 and 2022, consisted of the following (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Current income tax expense Federal $ (339) $ (444) State and local (122) 2,777 Total current income tax expense $ (461) $ 2,333 Deferred income tax expense Federal $ 6,318 $ 711 State and local 11,326 326 Total deferred tax expense 17,644 1,037 Total income tax expense $ 17,183 $ 3,370 Total income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2023 and 2022, as a result of the following (dollars in thousands): Year Ended Year Ended December 31, 2022 Computed income tax expense at federal statutory rate on pre-tax income $ (21,146) $ 4,117 State income tax expense, net of federal tax expense (3,390) 1,542 Bankruptcy costs 8 153 Section 162(m) disallowance 1,106 1,510 Valuation allowance 40,946 — Provision to return (281) 22 Uncertain tax positions (428) (5,397) Allowance for state tax receivables — 943 Tax credits (240) (242) Other adjustments 608 722 Net income tax expense $ 17,183 $ 3,370 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, 2023 December 31, 2022 Deferred income tax assets: Accounts receivable $ 1,517 $ 1,507 Leases 40,952 42,912 Other liabilities and assets 4,358 5,229 Debt costs 617 840 Interest limitation 24,473 12,152 Financing liabilities 50,119 51,725 Net operating loss 7,669 305 Total deferred income tax assets before valuation allowance 129,705 114,670 Less: valuation allowance (40,946) — Total deferred tax assets $ 88,759 $ 114,670 Deferred income tax liabilities: Intangible assets $ 43,563 $ 46,709 Property and equipment 26,568 25,821 Leases 30,953 35,141 Other — 1,680 Total deferred income tax liabilities $ 101,084 $ 109,351 Total net deferred income tax (liabilities)/assets $ (12,325) $ 5,319 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, 2023, the Company recorded a valuation allowance of $40.9 million on the deferred tax assets related to a portion of disallowed interest expense carryforwards and other attributes because it is more likely than not that some of the tax benefits will not be realized in the future, primarily from recent losses driven by the impairment of our FCC broadcast licenses. As of December 31, 2022, the Company did not record a valuation allowance because all of the deferred tax assets were more likely than not to be realized based on the future reversal of existing deferred tax liabilities and projections of future taxable income. As of December 31, 2023, the Company had Federal net operating loss carryforwards available to offset future taxable income of approximately $27.6 million, which can be carried forward to future years indefinitely. The Company had state net operating loss carryforwards available to offset future income of approximately $44.0 million which, if not utilized, will expire 2028 through 2043. As of December 31, 2023, the Company had deferred tax assets related to federal and state interest expense disallowance carryforwards of $24.5 million, which are available to offset future taxable income and have an indefinite carryforward period. The Company recorded reductions to uncertain tax positions of $0.4 million and relevant interest and penalties of $0.1 million as a result of the expiration of the applicable statute of limitations as of December 31, 2023. The Company records interest and penalties related to uncertain tax positions in income tax expense. For interest and penalties, the income tax expense amounts recorded were not material in the years ended December 31, 2023 and 2022. No interest and penalties were accrued as of December 31, 2023. As of December 31, 2022, the total interest and penalties accrued was $0.1 million. As of December 31, 2023, the Company had no uncertain tax positions. As of December 31, 2022, the total uncertain tax positions and accrued interest and penalties were $0.5 million. All federal income tax returns are closed for tax years through 2019. For the majority of state and local tax jurisdictions in which the Company is subject to income tax audits, tax years through 2019 have been closed. The following table reconciles uncertain tax positions (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Balance at beginning of period $ 385 $ 5,570 Decreases relating to expiration of the statute of limitations (385) (5,185) Balance at end of period $ — $ 385 |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
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, including warrants. 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, 2023, given the net loss attributable to the Company's common stockholders, potential common shares that would have caused dilution, such as employee stock options, restricted shares and other stock awards, were excluded from the diluted share count because their effect would have been anti-dilutive. For the twelve months ended December 31, 2022, potential common shares related to certain of the Company's stock options were excluded from the diluted share count as the exercise price of the options was greater than the average market price of the common shares and, as such, 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 (losses) 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 and shares in thousands, except per share data): Year Ended December 31, 2023 Year Ended December 31, 2022 Basic (Loss) Earnings Per Share Numerator: Undistributed net (loss) income from operations $ (117,879) $ 16,235 Basic net (loss) income attributable to common shares $ (117,879) $ 16,235 Denominator: Basic weighted average shares outstanding 17,269 19,560 Basic undistributed net (loss) income per share attributable to common shares $ (6.83) $ 0.83 Diluted (Loss) Earnings Per Share Numerator: Undistributed net (loss) income from operations $ (117,879) $ 16,235 Diluted net (loss) income attributable to common shares $ (117,879) $ 16,235 Denominator: Basic weighted average shares outstanding 17,269 19,560 Effect of dilutive options and restricted stock units — 463 Diluted weighted average shares outstanding 17,269 20,023 Diluted undistributed net (loss) income per share attributable to common shares $ (6.83) $ 0.81 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
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 the interest rate defined within with our Refinanced Credit Agreement. During 2023 and 2022, the Company continued to evaluate its real estate footprint. For leases which were abandoned, the remaining lease costs were accelerated between the decision date and cease use date. In 2023, the Company also recorded an $11.4 million impairment charge related a certain lease which is expected to be sublet for an amount less than the current contractual agreement. The impairment charge is included within Corporate expenses on the Company's Consolidated Statements of Operations. The following table presents the Company's total right-of-use assets and lease liabilities as of December 31, 2023 and 2022 (dollars in thousands): Balance Sheet Location December 31, 2023 December 31, 2022 Right-of-Use Assets Operating Operating lease right-of-use assets $ 118,646 $ 135,236 Finance, net of accumulated amortization of $1,327 and $544 at December 31, 2023 and 2022, respectively Other assets 3,330 2,494 Total Assets $ 121,976 $ 137,730 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 27,515 $ 27,970 Finance Accounts payable and accrued expenses 1,259 791 Noncurrent Operating Operating lease liabilities 113,141 119,925 Finance Other liabilities 2,168 1,719 Total Liabilities $ 144,083 $ 150,405 The following table presents the total lease cost for the years ended December 31, 2023 and 2022 (dollars in thousands): Statement of Operations Location December 31, 2023 December 31, 2022 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 25,508 $ 29,083 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 940 289 Interest on lease liabilities Interest expense 214 33 Total Lease Cost $ 26,662 $ 29,405 Total lease income related to our lessor arrangements was $0.3 million and $0.2 million for the years ended December 31, 2023 and 2022, respectively. Other Supplementary Data The following tables present other supplementary information for the years ended December 31, 2023 and 2022, respectively (dollars in thousands): December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 28,127 $ 25,584 Operating cash flows from finance leases 202 28 Financing cash flows from finance leases 837 287 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 12,592 $ 13,405 December 31, 2023 December 31, 2022 Weighted Average Remaining Lease Term (in years) Operating leases 7.96 8.39 Finance leases 3.00 3.75 Weighted Average Discount Rate Operating leases 7.20 % 6.20 % Finance leases 6.55 % 6.44 % As of December 31, 2023, 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 2024 $ 27,278 $ 1,302 $ 28,580 2025 24,839 1,237 26,076 2026 22,998 1,115 24,113 2027 22,022 121 22,143 2028 20,253 13 20,266 Thereafter 63,044 — 63,044 Total lease payments $ 180,434 $ 3,788 $ 184,222 Less: imputed interest (39,778) (361) (40,139) Total $ 140,656 $ 3,427 $ 144,083 Future minimum payments related to the Company's failed sale-leasebacks as of December 31, 2023 were as follows (dollars in thousands): Tower Sale Other Total 2024 $ 14,602 $ 1,751 $ 16,353 2025 15,040 301 15,341 2026 15,491 — 15,491 2027 15,956 — 15,956 2028 16,435 — 16,435 Thereafter 124,759 — 124,759 $ 202,283 $ 2,052 $ 204,335 Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2023 were as follows (dollars in thousands): Operating Leases 2024 $ 397 2025 264 2026 131 2027 115 2028 104 Thereafter 1,193 Total lease receivables $ 2,204 |
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 the interest rate defined within with our Refinanced Credit Agreement. During 2023 and 2022, the Company continued to evaluate its real estate footprint. For leases which were abandoned, the remaining lease costs were accelerated between the decision date and cease use date. In 2023, the Company also recorded an $11.4 million impairment charge related a certain lease which is expected to be sublet for an amount less than the current contractual agreement. The impairment charge is included within Corporate expenses on the Company's Consolidated Statements of Operations. The following table presents the Company's total right-of-use assets and lease liabilities as of December 31, 2023 and 2022 (dollars in thousands): Balance Sheet Location December 31, 2023 December 31, 2022 Right-of-Use Assets Operating Operating lease right-of-use assets $ 118,646 $ 135,236 Finance, net of accumulated amortization of $1,327 and $544 at December 31, 2023 and 2022, respectively Other assets 3,330 2,494 Total Assets $ 121,976 $ 137,730 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 27,515 $ 27,970 Finance Accounts payable and accrued expenses 1,259 791 Noncurrent Operating Operating lease liabilities 113,141 119,925 Finance Other liabilities 2,168 1,719 Total Liabilities $ 144,083 $ 150,405 The following table presents the total lease cost for the years ended December 31, 2023 and 2022 (dollars in thousands): Statement of Operations Location December 31, 2023 December 31, 2022 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 25,508 $ 29,083 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 940 289 Interest on lease liabilities Interest expense 214 33 Total Lease Cost $ 26,662 $ 29,405 Total lease income related to our lessor arrangements was $0.3 million and $0.2 million for the years ended December 31, 2023 and 2022, respectively. Other Supplementary Data The following tables present other supplementary information for the years ended December 31, 2023 and 2022, respectively (dollars in thousands): December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 28,127 $ 25,584 Operating cash flows from finance leases 202 28 Financing cash flows from finance leases 837 287 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 12,592 $ 13,405 December 31, 2023 December 31, 2022 Weighted Average Remaining Lease Term (in years) Operating leases 7.96 8.39 Finance leases 3.00 3.75 Weighted Average Discount Rate Operating leases 7.20 % 6.20 % Finance leases 6.55 % 6.44 % As of December 31, 2023, 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 2024 $ 27,278 $ 1,302 $ 28,580 2025 24,839 1,237 26,076 2026 22,998 1,115 24,113 2027 22,022 121 22,143 2028 20,253 13 20,266 Thereafter 63,044 — 63,044 Total lease payments $ 180,434 $ 3,788 $ 184,222 Less: imputed interest (39,778) (361) (40,139) Total $ 140,656 $ 3,427 $ 144,083 Future minimum payments related to the Company's failed sale-leasebacks as of December 31, 2023 were as follows (dollars in thousands): Tower Sale Other Total 2024 $ 14,602 $ 1,751 $ 16,353 2025 15,040 301 15,341 2026 15,491 — 15,491 2027 15,956 — 15,956 2028 16,435 — 16,435 Thereafter 124,759 — 124,759 $ 202,283 $ 2,052 $ 204,335 Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2023 were as follows (dollars in thousands): Operating Leases 2024 $ 397 2025 264 2026 131 2027 115 2028 104 Thereafter 1,193 Total lease receivables $ 2,204 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
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 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 (including sports), talent, music licensing, research, 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, 2023, the Company's future minimum payments under non-cancelable contracts in excess of one year consist of the following (dollars in thousands): Non-Cancelable Contracts 2024 $ 124,040 2025 106,119 2026 45,794 2027 10,736 2028 245 Thereafter — Total $ 286,934 As of December 31, 2023, the Company believes that it will meet all such 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 was, until recently, still being litigated by other parties in California. On August 23, 2021, the Ninth Circuit held in the matter of Flo & Eddie, Inc. v. Sirius XM Radio Inc., Case No. 17-55844, that no such public performance right exists under California law. But those plaintiffs continue to litigate a separate case, Flo & Eddie, Inc. v. Pandora Media, LLC, which is pending in the Central District of California (2:14-cv-07648-PSG-GJS). Pandora attempted to dismiss the lawsuit under California’s anti-SLAPP statute, claiming that its broadcast of Pre-1972 recordings constituted speech on an issue of public interest and that Flo & Eddie’s claims have no merit. The district court denied the motion on the ground that the anti-SLAPP statute did not cover Pandora’s conduct, and the Ninth Circuit affirmed the denial (No. 20-56134). Following the Ninth Circuit’s direction to consider expedited motion practice on the legal validity of Flo & Eddie’s claims given the Ninth Circuit’s decision in the Sirius XM Radio case, the district court set a schedule for Pandora to file a motion for summary judgment, which was subsequently filed and briefed. The motion was granted on July 25, 2023 in Pandora's favor. The district court found that there is an absence of a public performance right owned by plaintiff. A notice of appeal was filed by plaintiff on August 25, 2023, and subsequently dismissed by the court on September 19, 2023 in response to the filing by plaintiff of a motion for voluntary dismissal. Based on the final determination of the dispute in Pandora's favor, the proceeding is unlikely to pose any material risk to the Company's 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 (the “District Court”) 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 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 (the "Class Period"). On May 28, 2020, the Company filed a motion to dismiss the complaint. On December 17, 2020, the District 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. On October 15, 2021, the District Court entered an order granting the Company’s motion and dismissing all remaining claims. On November 12, 2021, one of the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. While the appeal was pending, the parties agreed to a settlement, that if granted final approval, will resolve all of the claims against the Company on a class-wide basis for the entire Class Period, and will provide the Company a general release. On February 16, 2023, the District Court granted preliminary approval to the settlement. On July 10, 2023, the Court held a fairness hearing and on July 11, 2023, the Court issued an order granting final approval to the settlement. All applicable appeal deadlines have expired and the Court's order approving the settlement is now final. The Company has made a settlement payment for which the Company was indemnified by one of its insurance carriers. The proceeds of the settlement are being distributed according to a plan of allocation by the District Court. The Company currently is, and expects that from time to time in the future it will be, party to, or a defendant in, various other claims or lawsuits that are generally incidental to its business. The Company expects that it will vigorously contest any such claims or lawsuits and believes that the ultimate resolution of any such known claim or lawsuit will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Proceeds from BMI Sale We received $14.8 million in cash proceeds related to the February 2024 sale of Broadcast Music, Inc. ("BMI") to a shareholder group led by New Mountain Capital, LLC. The Company's equity ownership in BMI began decades ago and changed through acquisitions and divestitures of other broadcast stations and companies over the years. We intend to use the proceeds for general corporate purposes, which may include the repayment of debt. Rights Plan On February 21, 2024, the 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 Class A common stock and (b) one Class B right (a "Class B Right") in respect of each share of Class B common stock. The dividend is payable on March 4, 2024 to the Company’s stockholders of record on that date. The terms of the Rights and the rights plan are set forth in a Stockholder Rights Agreement, dated as of February 21, 2024 (the "Rights Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (or any successor rights agent), as it may be amended from time to time. If the Rights become exercisable, (a) each Class A Right would allow its holder to purchase from the Company one ten-thousandth of a Class A Common Share for a purchase price of $25.00 and (b) each Class B Right would allow its holder to purchase from the Company one ten-thousandth of a Class B Common Share for a purchase price of $25.00. Unless earlier redeemed or exchanged, the Rights will expire on February 20, 2025. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 $ 5,936 $ 3,164 $ (3,117) $ 5,983 December 31, 2022 $ 5,816 $ 3,411 $ (3,291) $ 5,936 Valuation allowance on deferred taxes December 31, 2023 $ — $ 40,946 $ — $ 40,946 December 31, 2022 $ — $ — $ — $ — |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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 |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income includes net (loss) 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, 2023 and 2022, 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. The Company believes its concentration of credit risk is limited due to the large number of its customers. |
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 finance 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 finance 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. |
Assets Held for Sale | Assets Held for Sale |
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 the assets of an asset group may not be recoverable. An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other groups of assets. Recoverability of an asset group to be held and used is measured by a comparison of the carrying amount of the asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset group. |
Intangible Assets | Intangible Assets As of December 31, 2023, 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 and Trade and Barter Transactions | 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. Broadcast radio revenue is recognized as commercials are broadcast. Digital podcasting and streaming revenues are recognized when the advertisements are delivered. Revenues for digital marketing services are recognized over time as the services are provided depending on the terms of the contract. Remote and event revenues are recognized at the time services, for example hosting an event, are delivered. Revenues are recorded on a net basis, after the deduction of advertising agency fees. 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. 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. Trade and Barter Transactions |
Advertising Costs | Advertising Costs |
Stock-based Compensation Expense | Stock-based Compensation Expense Stock-based compensation expense recognized for the years ended December 31, 2023 and 2022, was $5.3 million and $6.2 million, respectively. For awards with service conditions, stock-based compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. In addition, the Company elected 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 provided for deferred tax assets when it is not more likely than not that the asset will be realized. 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 realized 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, including warrants. 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"). 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 Instruments |
Recent Accounting Standards Updates | New Accounting Pronouncements ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). In November 2023, the FASB issued ASU 2023-07, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. ASU 2023-09 - Improvements to Income Tax Disclosures ("ASU 2023-09"). In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. The Company is currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. Accounting Guidance Adopted in 2023 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. |
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. |
Nature of Business, Basis of _3
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of 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, 2023 and 2022 (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Supplemental disclosures of cash flow information: Interest paid $ 63,365 $ 47,127 Income taxes paid 484 7,363 Supplemental disclosures of non-cash flow information: Trade revenue $ 57,615 $ 49,543 Trade expense 57,619 48,694 Non-cash principal change in financing liabilities (536) (542) |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present revenues disaggregated by revenue source (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Broadcast radio revenue: Spot $ 412,047 $ 479,834 Network 182,503 229,772 Total broadcast radio revenue 594,550 709,606 Digital 146,425 142,312 Other 103,573 101,588 Net revenue $ 844,548 $ 953,506 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (dollars in thousands): Estimated Useful Life December 31, 2023 December 31, 2022 Land N/A $ 62,334 $ 62,485 Broadcasting and other equipment 5 to 7 years 140,795 128,139 Computer and capitalized software costs 1 to 5 years 32,803 16,230 Furniture and fixtures 5 years 7,749 8,265 Leasehold improvements 5 years 25,155 32,054 Buildings and towers 20 years 34,061 32,643 Construction in progress N/A 5,009 15,639 Property and equipment, gross 307,906 295,455 Less: accumulated depreciation (127,310) (105,348) Property and equipment, net $ 180,596 $ 190,107 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 and 2022 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, 2021 $ 823,905 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,287 Assets held for sale (49) (32) — — (32) — (113) Acquisition — 135 — — — — 135 Dispositions (768) — — — — — (768) Impairment charges (15,544) — — — — — (15,544) Other (a) — — — — — (11,053) (11,053) Balance as of December 31, 2022 $ 807,544 $ 19,852 $ 145,000 $ 32,000 $ 13,548 $ — $ 1,017,944 Accumulated Amortization Balance as of December 31, 2021 $ — $ — $ (43,598) $ (22,933) $ (5,408) $ (11,053) $ (82,992) Amortization Expense — — (14,819) (6,400) (1,507) — (22,726) Assets held for sale — — — — 16 — 16 Other (a) — — — — — 11,053 11,053 Balance as of December 31, 2022 $ — $ — $ (58,417) $ (29,333) $ (6,899) $ — $ (94,649) Net Book Value as of December 31, 2022 $ 807,544 $ 19,852 $ 86,583 $ 2,667 $ 6,649 $ — $ 923,295 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, 2022 $ 807,544 $ 19,852 $ 145,000 $ 32,000 $ 13,548 $ — $ 1,017,944 Dispositions (1,307) (41) — — (41) — (1,389) Impairment charges (64,521) (791) — — — — (65,312) Other (a) — — — (32,000) — — (32,000) Balance as of December 31, 2023 $ 741,716 $ 19,020 $ 145,000 $ — $ 13,507 $ — $ 919,243 Accumulated Amortization Balance as of December 31, 2022 $ — $ — $ (58,417) $ (29,333) $ (6,899) $ — $ (94,649) Amortization Expense — — (14,818) (2,667) (1,503) — (18,988) Dispositions — — — — 23 — 23 Other (a) — — — 32,000 — — 32,000 Balance as of December 31, 2023 $ — $ — $ (73,235) $ — $ (8,379) $ — $ (81,614) Net Book Value as of December 31, 2023 $ 741,716 $ 19,020 $ 71,765 $ — $ 5,128 $ — $ 837,629 (a) Removed gross carrying amount and accumulated amortization of fully amortized intangible assets. |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets as of December 31, 2023 and 2022 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, 2021 $ 823,905 $ 19,749 $ 145,000 $ 32,000 $ 13,580 $ 11,053 $ 1,045,287 Assets held for sale (49) (32) — — (32) — (113) Acquisition — 135 — — — — 135 Dispositions (768) — — — — — (768) Impairment charges (15,544) — — — — — (15,544) Other (a) — — — — — (11,053) (11,053) Balance as of December 31, 2022 $ 807,544 $ 19,852 $ 145,000 $ 32,000 $ 13,548 $ — $ 1,017,944 Accumulated Amortization Balance as of December 31, 2021 $ — $ — $ (43,598) $ (22,933) $ (5,408) $ (11,053) $ (82,992) Amortization Expense — — (14,819) (6,400) (1,507) — (22,726) Assets held for sale — — — — 16 — 16 Other (a) — — — — — 11,053 11,053 Balance as of December 31, 2022 $ — $ — $ (58,417) $ (29,333) $ (6,899) $ — $ (94,649) Net Book Value as of December 31, 2022 $ 807,544 $ 19,852 $ 86,583 $ 2,667 $ 6,649 $ — $ 923,295 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, 2022 $ 807,544 $ 19,852 $ 145,000 $ 32,000 $ 13,548 $ — $ 1,017,944 Dispositions (1,307) (41) — — (41) — (1,389) Impairment charges (64,521) (791) — — — — (65,312) Other (a) — — — (32,000) — — (32,000) Balance as of December 31, 2023 $ 741,716 $ 19,020 $ 145,000 $ — $ 13,507 $ — $ 919,243 Accumulated Amortization Balance as of December 31, 2022 $ — $ — $ (58,417) $ (29,333) $ (6,899) $ — $ (94,649) Amortization Expense — — (14,818) (2,667) (1,503) — (18,988) Dispositions — — — — 23 — 23 Other (a) — — — 32,000 — — 32,000 Balance as of December 31, 2023 $ — $ — $ (73,235) $ — $ (8,379) $ — $ (81,614) Net Book Value as of December 31, 2023 $ 741,716 $ 19,020 $ 71,765 $ — $ 5,128 $ — $ 837,629 (a) Removed gross carrying amount and accumulated amortization of fully amortized intangible assets. |
Schedule of Estimated Future Amortization Expense | As of December 31, 2023, future amortization expense related to the Company's definite-lived intangible assets was estimated as follows (dollars in thousands): 2024 $ 16,319 2025 16,319 2026 15,069 2027 12,444 2028 11,818 Thereafter 4,924 Total definite-lived intangibles, net $ 76,893 |
Schedule of Valuation Assumptions For Impairment Assessments | Below are the key assumptions used in our annual impairment assessments: December 31, 2023 December 31, 2022 Discount rate 9.5 % 8.9 % Long-term revenue growth rate (0.75) % (0.75) % Mature operating profit margin for average stations in the markets where the Company operates 26% – 27% 20% – 30% |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (dollars in thousands): December 31, 2023 December 31, 2022 Accrued employee costs $ 20,376 $ 26,023 Accrued third party content costs 18,304 21,557 Accounts payable 13,739 8,151 Financing liability 8,401 7,242 Accrued interest 14,439 13,009 Accrued other 38,813 38,844 Total accounts payable and accrued expenses $ 114,072 $ 114,826 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Long-term Debt | The Company's long-term debt consisted of the following (dollars in thousands): December 31, 2023 December 31, 2022 Term Loan due 2026 $ 329,510 $ 338,452 6.75% Senior Notes 346,245 380,927 Less: Total unamortized debt issuance costs (3,331) (4,923) Total long-term debt, net, excluding current maturities $ 672,424 $ 714,456 |
Schedule of Future Maturities of Long-Term Debt | Future maturities of the Term Loan due 2026 and 6.75% Senior Notes are as follows (dollars in thousands): 2024 $ — 2025 — 2026 675,755 2027 — 2028 — Thereafter — Total $ 675,755 As of December 31, 2023, the Company's future minimum payments under non-cancelable contracts in excess of one year consist of the following (dollars in thousands): Non-Cancelable Contracts 2024 $ 124,040 2025 106,119 2026 45,794 2027 10,736 2028 245 Thereafter — Total $ 286,934 |
Schedule of Redemption Price | Holdings may redeem some or all of the 6.75% Senior Notes at any time, or from time to time, at the following prices: Year Price 2022 103.3750 % 2023 101.6875 % 2024 and thereafter 100.0000 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 December 31, 2022 Term Loan due 2026: Gross value $ 329,510 $ 338,452 Fair value - Level 2 250,428 314,760 6.75% Senior Notes: Gross value $ 346,245 $ 380,927 Fair value - Level 2 231,119 321,833 |
Schedule of Fair Value Measurements of the Company's Investments | The following table details the fair value measurements of the Company's investments as of December 31, 2023 and December 31, 2022 (dollars in thousands): Level 1 Level 2 Level 3 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Cash equivalents $ 49,092 $ — $ — $ — $ — $ — |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option | The following table summarizes changes in outstanding stock options during the twelve months ended December 31, 2023 and 2022, as well as stock options that are vested and expected to vest and stock options exercisable as of December 31, 2023 and 2022: Options Outstanding Outstanding Stock Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Outstanding as of December 31, 2021 735,895 $ 19.91 2.3 $ 405 Granted — — — Exercised — — — Forfeited and canceled (19,640) $ 22.88 — Outstanding as of December 31, 2022 716,255 $ 19.83 1.2 $ 103 Exercisable as of December 31, 2022 559,505 $ 21.82 0.9 $ 51 Outstanding as of December 31, 2022 716,255 $ 19.83 1.2 $ 103 Granted — — — Exercised — — — Forfeited and canceled (402,755) $ 25.37 — Outstanding as of December 31, 2023 313,500 $ 12.70 1.1 $ 49 Exercisable as of December 31, 2023 235,125 $ 12.70 1.1 $ 37 (1) 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 Nonvested Restricted Stock Units Activity | The following table summarizes the activities for our RSUs for the years ended December 31, 2023 and 2022 and the related weighted-average grant date fair value: Number of RSUs Weighted-Average Grant Date Fair Value Nonvested as of December 31, 2021 829,521 $ 10.59 Granted 624,553 10.30 Vested (390,108) 10.91 Forfeited (11,187) 11.29 Nonvested as of December 31, 2022 1,052,779 $ 10.29 Granted 971,362 4.89 Vested (603,926) 9.12 Forfeited (62,953) 5.49 Nonvested as of December 31, 2023 1,357,262 $ 7.17 |
Schedule of 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 December 31, 2023 Year Ended December 31, 2022 Stock option grants $ 375 $ 623 Restricted stock unit grants 4,895 5,606 Total expense $ 5,270 $ 6,229 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | Income tax expense for the Company years ended December 31, 2023 and 2022, consisted of the following (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Current income tax expense Federal $ (339) $ (444) State and local (122) 2,777 Total current income tax expense $ (461) $ 2,333 Deferred income tax expense Federal $ 6,318 $ 711 State and local 11,326 326 Total deferred tax expense 17,644 1,037 Total income tax expense $ 17,183 $ 3,370 |
Schedule of Total Income Tax Expense (Benefit) Differed From Amount Computed by Applying Federal Statutory Tax Rate | Total income tax expense differed from the amount computed by applying the federal statutory tax rate of 21.0% for the years ended December 31, 2023 and 2022, as a result of the following (dollars in thousands): Year Ended Year Ended December 31, 2022 Computed income tax expense at federal statutory rate on pre-tax income $ (21,146) $ 4,117 State income tax expense, net of federal tax expense (3,390) 1,542 Bankruptcy costs 8 153 Section 162(m) disallowance 1,106 1,510 Valuation allowance 40,946 — Provision to return (281) 22 Uncertain tax positions (428) (5,397) Allowance for state tax receivables — 943 Tax credits (240) (242) Other adjustments 608 722 Net income tax expense $ 17,183 $ 3,370 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below (dollars in thousands): December 31, 2023 December 31, 2022 Deferred income tax assets: Accounts receivable $ 1,517 $ 1,507 Leases 40,952 42,912 Other liabilities and assets 4,358 5,229 Debt costs 617 840 Interest limitation 24,473 12,152 Financing liabilities 50,119 51,725 Net operating loss 7,669 305 Total deferred income tax assets before valuation allowance 129,705 114,670 Less: valuation allowance (40,946) — Total deferred tax assets $ 88,759 $ 114,670 Deferred income tax liabilities: Intangible assets $ 43,563 $ 46,709 Property and equipment 26,568 25,821 Leases 30,953 35,141 Other — 1,680 Total deferred income tax liabilities $ 101,084 $ 109,351 Total net deferred income tax (liabilities)/assets $ (12,325) $ 5,319 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reconciles uncertain tax positions (dollars in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Balance at beginning of period $ 385 $ 5,570 Decreases relating to expiration of the statute of limitations (385) (5,185) Balance at end of period $ — $ 385 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 and shares in thousands, except per share data): Year Ended December 31, 2023 Year Ended December 31, 2022 Basic (Loss) Earnings Per Share Numerator: Undistributed net (loss) income from operations $ (117,879) $ 16,235 Basic net (loss) income attributable to common shares $ (117,879) $ 16,235 Denominator: Basic weighted average shares outstanding 17,269 19,560 Basic undistributed net (loss) income per share attributable to common shares $ (6.83) $ 0.83 Diluted (Loss) Earnings Per Share Numerator: Undistributed net (loss) income from operations $ (117,879) $ 16,235 Diluted net (loss) income attributable to common shares $ (117,879) $ 16,235 Denominator: Basic weighted average shares outstanding 17,269 19,560 Effect of dilutive options and restricted stock units — 463 Diluted weighted average shares outstanding 17,269 20,023 Diluted undistributed net (loss) income per share attributable to common shares $ (6.83) $ 0.81 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | The following table presents the Company's total right-of-use assets and lease liabilities as of December 31, 2023 and 2022 (dollars in thousands): Balance Sheet Location December 31, 2023 December 31, 2022 Right-of-Use Assets Operating Operating lease right-of-use assets $ 118,646 $ 135,236 Finance, net of accumulated amortization of $1,327 and $544 at December 31, 2023 and 2022, respectively Other assets 3,330 2,494 Total Assets $ 121,976 $ 137,730 Lease Liabilities Current Operating Current portion of operating lease liabilities $ 27,515 $ 27,970 Finance Accounts payable and accrued expenses 1,259 791 Noncurrent Operating Operating lease liabilities 113,141 119,925 Finance Other liabilities 2,168 1,719 Total Liabilities $ 144,083 $ 150,405 |
Schedule of Lease Cost | The following table presents the total lease cost for the years ended December 31, 2023 and 2022 (dollars in thousands): Statement of Operations Location December 31, 2023 December 31, 2022 Operating Lease Cost Selling, general and administrative expenses; Corporate expenses $ 25,508 $ 29,083 Finance Lease Cost Amortization of right-of-use assets Depreciation and amortization 940 289 Interest on lease liabilities Interest expense 214 33 Total Lease Cost $ 26,662 $ 29,405 The following tables present other supplementary information for the years ended December 31, 2023 and 2022, respectively (dollars in thousands): December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 28,127 $ 25,584 Operating cash flows from finance leases 202 28 Financing cash flows from finance leases 837 287 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 12,592 $ 13,405 December 31, 2023 December 31, 2022 Weighted Average Remaining Lease Term (in years) Operating leases 7.96 8.39 Finance leases 3.00 3.75 Weighted Average Discount Rate Operating leases 7.20 % 6.20 % Finance leases 6.55 % 6.44 % |
Schedule of Operating Lease Maturity | As of December 31, 2023, 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 2024 $ 27,278 $ 1,302 $ 28,580 2025 24,839 1,237 26,076 2026 22,998 1,115 24,113 2027 22,022 121 22,143 2028 20,253 13 20,266 Thereafter 63,044 — 63,044 Total lease payments $ 180,434 $ 3,788 $ 184,222 Less: imputed interest (39,778) (361) (40,139) Total $ 140,656 $ 3,427 $ 144,083 |
Schedule of Finance Leases Maturity | As of December 31, 2023, 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 2024 $ 27,278 $ 1,302 $ 28,580 2025 24,839 1,237 26,076 2026 22,998 1,115 24,113 2027 22,022 121 22,143 2028 20,253 13 20,266 Thereafter 63,044 — 63,044 Total lease payments $ 180,434 $ 3,788 $ 184,222 Less: imputed interest (39,778) (361) (40,139) Total $ 140,656 $ 3,427 $ 144,083 |
Schedule of Sale Leaseback Maturity | Future minimum payments related to the Company's failed sale-leasebacks as of December 31, 2023 were as follows (dollars in thousands): Tower Sale Other Total 2024 $ 14,602 $ 1,751 $ 16,353 2025 15,040 301 15,341 2026 15,491 — 15,491 2027 15,956 — 15,956 2028 16,435 — 16,435 Thereafter 124,759 — 124,759 $ 202,283 $ 2,052 $ 204,335 |
Schedule of Lease Receivable, Maturity | Future minimum payments to be received under the Company's lessor arrangements as of December 31, 2023 were as follows (dollars in thousands): Operating Leases 2024 $ 397 2025 264 2026 131 2027 115 2028 104 Thereafter 1,193 Total lease receivables $ 2,204 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Maturities of Long-Term Debt | Future maturities of the Term Loan due 2026 and 6.75% Senior Notes are as follows (dollars in thousands): 2024 $ — 2025 — 2026 675,755 2027 — 2028 — Thereafter — Total $ 675,755 As of December 31, 2023, the Company's future minimum payments under non-cancelable contracts in excess of one year consist of the following (dollars in thousands): Non-Cancelable Contracts 2024 $ 124,040 2025 106,119 2026 45,794 2027 10,736 2028 245 Thereafter — Total $ 286,934 |
Nature of Business, Basis of _4
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2023 market segment station affiliate | |
Accounting Policies [Abstract] | |
Number of owned and operated stations | station | 403 |
Number of markets | market | 85 |
Affiliate stations, minimum | affiliate | 9,800 |
Number of reportable segments | segment | 1 |
Nature of Business, Basis of _5
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies - Trade and Barter Transactions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 844,548 | $ 953,506 |
Trade and Barter Transactions | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 57,600 | 49,500 |
Other expenses | $ 57,600 | $ 48,700 |
Nature of Business, Basis of _6
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies - Advertising Costs - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Advertising expense | $ 5.5 | $ 4.5 |
Nature of Business, Basis of _7
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies - Stock-based Compensation Expense - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Stock-based compensation expense | $ 5,270 | $ 6,229 |
Nature of Business, Basis of _8
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental disclosures of cash flow information: | ||
Interest paid | $ 63,365 | $ 47,127 |
Income taxes paid | 484 | 7,363 |
Supplemental disclosures of non-cash flow information: | ||
Trade revenue | 57,615 | 49,543 |
Trade expense | 57,619 | 48,694 |
Non-cash principal change in financing liabilities | $ (536) | $ (542) |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jul. 31, 2023 | Feb. 06, 2023 | Jul. 30, 2021 | Dec. 31, 2023 | |
Affiliate Advertising Relationships | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration transferred | $ 15 | |||
Payments to asset acquisitions | 7 | |||
Contingent consideration | $ 8 | |||
Contingent consideration payment period (in years) | 3 years | |||
Payment of contingent consideration | $ 6 | |||
Remaining of contingent consideration | $ 2 | |||
Discontinued Operations, Disposed of by Sale | WDRQ Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash received for sale | $ 10 | |||
Gain on disposition of assets | $ 8.6 | |||
Discontinued Operations, Disposed of by Sale | WFAS Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash received for sale | $ 7.3 | |||
Gain on disposition of assets | $ 7.1 |
Revenues - Disaggregated by Rev
Revenues - Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 844,548 | $ 953,506 |
Total broadcast radio revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 594,550 | 709,606 |
Spot | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 412,047 | 479,834 |
Network | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 182,503 | 229,772 |
Digital | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 146,425 | 142,312 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 103,573 | $ 101,588 |
Revenues - Capitalized Costs of
Revenues - Capitalized Costs of Obtaining a Contract (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Operating Lease Income Comprehensive Income Extensible List Not Disclosed Flag | Other Revenue | |
Contract with customer asset | $ 6,500,000 | $ 7,200,000 |
Capitalized contract cost, amortization | 7,100,000 | 6,900,000 |
Capitalized contract cost, impairment loss | $ 0 | $ 0 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 307,906 | $ 295,455 |
Less: accumulated depreciation | (127,310) | (105,348) |
Property and equipment, net | 180,596 | 190,107 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 62,334 | 62,485 |
Broadcasting and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 140,795 | 128,139 |
Broadcasting and other equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Broadcasting and other equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Computer and capitalized software costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 32,803 | 16,230 |
Computer and capitalized software costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 1 year | |
Computer and capitalized software costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,749 | 8,265 |
Estimated Useful Life | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,155 | 32,054 |
Estimated Useful Life | 5 years | |
Buildings and towers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 34,061 | 32,643 |
Estimated Useful Life | 20 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,009 | $ 15,639 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 38,100,000 | $ 33,100,000 |
Impairment of capitalized software development costs | $ 0 | $ 0 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Impairment charges | $ (65,312,000) | $ (15,544,000) |
Other | (32,000,000) | (11,053,000) |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | ||
Accumulated amortization, beginning balance | (94,649,000) | (82,992,000) |
Amortization Expense | (18,988,000) | (22,726,000) |
Assets held for sale | 16,000 | |
Dispositions | 23,000 | |
Other | 32,000,000 | 11,053,000 |
Accumulated amortization, ending balance | (81,614,000) | (94,649,000) |
Total definite-lived intangibles, net | 76,893,000 | |
Net Book Value | 837,629,000 | 923,295,000 |
Intangible Assets Activity [Roll Forward] | ||
Beginning balance | 1,017,944,000 | 1,045,287,000 |
Assets held for sale | (113,000) | |
Acquisition | 135,000 | |
Dispositions | (1,389,000) | (768,000) |
Ending balance | 919,243,000 | 1,017,944,000 |
FCC licenses | ||
Indefinite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 807,544,000 | 823,905,000 |
Assets held for sale | (49,000) | |
Acquisition | 0 | |
Dispositions | (1,307,000) | (768,000) |
Impairment charges | (64,521,000) | (15,544,000) |
Ending balance | 741,716,000 | 807,544,000 |
Net Book Value | 741,716,000 | 807,544,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | ||
Impairment charges | 64,521,000 | 15,544,000 |
Trademarks | ||
Indefinite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 19,852,000 | 19,749,000 |
Assets held for sale | (32,000) | |
Acquisition | 135,000 | |
Dispositions | (41,000) | 0 |
Impairment charges | (791,000) | 0 |
Ending balance | 19,020,000 | 19,852,000 |
Net Book Value | 19,020,000 | 19,852,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | ||
Impairment charges | 791,000 | 0 |
Affiliate and producer relationships | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 145,000,000 | 145,000,000 |
Assets held for sale | 0 | |
Acquisition | 0 | |
Dispositions | 0 | 0 |
Impairment charges | 0 | 0 |
Ending balance | 145,000,000 | 145,000,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | ||
Accumulated amortization, beginning balance | (58,417,000) | (43,598,000) |
Amortization Expense | (14,818,000) | (14,819,000) |
Assets held for sale | 0 | |
Dispositions | 0 | |
Other | 0 | 0 |
Accumulated amortization, ending balance | (73,235,000) | (58,417,000) |
Total definite-lived intangibles, net | 71,765,000 | 86,583,000 |
Broadcast advertising | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 32,000,000 | 32,000,000 |
Assets held for sale | 0 | |
Acquisition | 0 | |
Dispositions | 0 | 0 |
Impairment charges | 0 | 0 |
Other | (32,000,000) | |
Ending balance | 0 | 32,000,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | ||
Accumulated amortization, beginning balance | (29,333,000) | (22,933,000) |
Amortization Expense | (2,667,000) | (6,400,000) |
Assets held for sale | 0 | |
Dispositions | 0 | |
Other | 32,000,000 | 0 |
Accumulated amortization, ending balance | 0 | (29,333,000) |
Total definite-lived intangibles, net | 0 | 2,667,000 |
Tower income contracts | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 13,548,000 | 13,580,000 |
Assets held for sale | (32,000) | |
Acquisition | 0 | |
Dispositions | (41,000) | 0 |
Impairment charges | 0 | 0 |
Ending balance | 13,507,000 | 13,548,000 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | ||
Accumulated amortization, beginning balance | (6,899,000) | (5,408,000) |
Amortization Expense | (1,503,000) | (1,507,000) |
Assets held for sale | 16,000 | |
Dispositions | 23,000 | |
Other | 0 | 0 |
Accumulated amortization, ending balance | (8,379,000) | (6,899,000) |
Total definite-lived intangibles, net | 5,128,000 | 6,649,000 |
Other | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 0 | 11,053,000 |
Assets held for sale | 0 | |
Acquisition | 0 | |
Dispositions | 0 | 0 |
Impairment charges | 0 | 0 |
Other | 0 | (11,053,000) |
Ending balance | 0 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization Activity [Roll Forward] | ||
Accumulated amortization, beginning balance | 0 | (11,053,000) |
Amortization Expense | 0 | 0 |
Assets held for sale | 0 | |
Dispositions | 0 | |
Other | 0 | 11,053,000 |
Accumulated amortization, ending balance | 0 | 0 |
Total definite-lived intangibles, net | $ 0 | $ 0 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) geographical_market | Dec. 31, 2022 USD ($) | |
Intangible Assets And Goodwill [Line Items] | ||
Amortization expense, definite-lived | $ 18,988,000 | $ 22,726,000 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of intangible assets | Impairment of intangible assets |
License agreements | $ 741,716,000 | $ 807,544,000 |
Trademarks | ||
Intangible Assets And Goodwill [Line Items] | ||
Impairment charges | 791,000 | 0 |
FCC licenses | ||
Intangible Assets And Goodwill [Line Items] | ||
Impairment charges | $ 64,521,000 | $ 15,544,000 |
FCC Licenses, 4 Geographic Market | ||
Intangible Assets And Goodwill [Line Items] | ||
Number of geographical markets | geographical_market | 9 | |
License agreements | $ 97,900,000 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 16,319 |
2025 | 16,319 |
2026 | 15,069 |
2027 | 12,444 |
2028 | 11,818 |
Thereafter | 4,924 |
Total definite-lived intangibles, net | $ 76,893 |
Intangible Assets - Assumptions
Intangible Assets - Assumptions (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Discount rate | ||
Finite-Lived Intangible Assets [Line Items] | ||
Alternative investment, measurement input | 0.095 | 0.089 |
Long-term revenue growth rate | ||
Finite-Lived Intangible Assets [Line Items] | ||
Alternative investment, measurement input | (0.0075) | (0.0075) |
Mature operating profit margin for average stations in the markets where the Company operates | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Alternative investment, measurement input | 0.26 | 0.20 |
Mature operating profit margin for average stations in the markets where the Company operates | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Alternative investment, measurement input | 0.27 | 0.30 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued employee costs | $ 20,376 | $ 26,023 |
Accrued third party content costs | 18,304 | 21,557 |
Accounts payable | 13,739 | 8,151 |
Financing liability | 8,401 | 7,242 |
Accrued interest | 14,439 | 13,009 |
Accrued other | 38,813 | 38,844 |
Total accounts payable and accrued expenses | $ 114,072 | $ 114,826 |
Long-Term Debt - Components of
Long-Term Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 26, 2019 |
Debt Instrument [Line Items] | |||
Less: Total unamortized debt issuance costs | $ (3,331) | $ (4,923) | |
Total long-term debt, net, excluding current maturities | 672,424 | 714,456 | |
Secured Debt | Term Loan Due 2026 | |||
Debt Instrument [Line Items] | |||
Term Loan due 2026 | $ 346,245 | 338,452 | |
Interest rate (as percent) | 9.40% | ||
Senior Notes | 6.75 Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 380,927 | ||
Interest rate (as percent) | 6.75% | 6.75% | 6.75% |
Long-Term Debt - Future Maturit
Long-Term Debt - Future Maturities of Long-Term Debt (Details) - Term Loan Due 2026 and 6.75% Senior Notes - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 26, 2019 |
Debt Instrument [Line Items] | ||
2024 | $ 0 | |
2025 | 0 | |
2026 | 675,755 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total | $ 675,755 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (as percent) | 6.75% |
Long-Term Debt - Term Loan Due
Long-Term Debt - Term Loan Due 2026 (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 09, 2023 | Sep. 26, 2019 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Gain on early extinguishment of debt | $ 9,849 | $ 4,496 | |||
Other long-term debt, noncurrent | 344,137 | 377,789 | |||
Term Loan Due 2026 | |||||
Debt Instrument [Line Items] | |||||
Other long-term debt, noncurrent | 328,300 | ||||
Debt issuance costs | $ 1,223 | 1,785 | |||
Term Loan Due 2026 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
2020 revolving credit facility | $ 525,000 | ||||
Basis spread on variable rate (as percent) | 1% | ||||
Interest rate (as percent) | 9.40% | ||||
Amortization of outstanding loan principal amount, quarterly installment | 0.25% | ||||
Debt issuance cost (premium) | $ 5,100 | ||||
Repayments of debt | 8,900 | 5,300 | |||
Gain on early extinguishment of debt | $ 1,000 | $ 300 | |||
Write off of deferred debt issuance cost | $ 100 | ||||
Term Loan Due 2026 | Secured Debt | Tower Sale | |||||
Debt Instrument [Line Items] | |||||
Proceeds from disposals used to extinguish debt | $ 12,500 | ||||
Term Loan Due 2026 | Secured Debt | London Interbank Offered Rate (LIBOR) 1 | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 3.75% | ||||
Term Loan Due 2026 | Secured Debt | London Interbank Offered Rate (LIBOR) 1 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 1% | ||||
Term Loan Due 2026 | Secured Debt | Alternative Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 2.75% | ||||
Term Loan Due 2026 | Secured Debt | Alternative Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 2% | ||||
Term Loan Due 2026 | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 3.75% | ||||
Term Loan Due 2026 | Secured Debt | Secured Overnight Financing Rate (SOFR) | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (as percent) | 1% |
Long-Term Debt - 2020 Revolving
Long-Term Debt - 2020 Revolving Credit Agreement (Details) - USD ($) | Mar. 06, 2020 | Dec. 31, 2023 | Jun. 03, 2022 |
Debt Instrument [Line Items] | |||
Debt covenant, outstanding amount to trigger conditional maturity date | $ 35,000,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Borrowing base rate (as percent) | 85% | ||
Unused capacity, commitment fee rate (as percent) | 0.25% | ||
Debt covenant, total commitments (as percent) | 12.50% | ||
Debt covenant, commitment | $ 10,000,000 | ||
Fixed charge coverage ratio | 1 | ||
Letters of credit outstanding amount | $ 4,400,000 | ||
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 (as percent) | 1% | ||
Secured Overnight Financing Rate (SOFR) | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as percent) | 0.10% |
Long-Term Debt - 6.75% Senior N
Long-Term Debt - 6.75% Senior Notes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 26, 2019 | |
Debt Instrument [Line Items] | |||
Gain on early extinguishment of debt | $ 9,849,000 | $ 4,496,000 | |
6.75 Senior Notes | Debt Instrument, Redemption, Period 1 | |||
Debt Instrument [Line Items] | |||
Redemption price rate (as percent) | 103.375% | ||
6.75 Senior Notes | Debt Instrument, Redemption, Period 2 | |||
Debt Instrument [Line Items] | |||
Redemption price rate (as percent) | 101.6875% | ||
6.75 Senior Notes | Debt Instrument, Redemption, Period 3 | |||
Debt Instrument [Line Items] | |||
Redemption price rate (as percent) | 100% | ||
6.75 Senior Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate (as percent) | 6.75% | 6.75% | 6.75% |
Debt face amount | $ 500,000,000 | ||
Debt issuance costs | $ 2,108,000 | $ 3,138,000 | $ 7,300,000 |
Repayments of debt | 34,700,000 | ||
Gain on early extinguishment of debt | 8,800,000 | 4,200,000 | |
Write off of deferred debt issuance cost | $ 300,000 | 600,000 | |
Debt instrument, repurchase amount | $ 68,800,000 |
Fair Value Measurements - Gross
Fair Value Measurements - Gross Amounts and Fair Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 26, 2019 |
Term Loan Due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 329,510 | $ 338,452 | |
6.75 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 346,245 | $ 380,927 | |
6.75 Senior Notes | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest rate (as percent) | 6.75% | 6.75% | |
Fair Value, Inputs, Level 2 | Term Loan Due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | $ 250,428 | $ 314,760 | |
Fair Value, Inputs, Level 2 | 6.75 Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt instrument, fair value | $ 231,119 | 321,833 | |
6.75 Senior Notes | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt | $ 380,927 | ||
Interest rate (as percent) | 6.75% | 6.75% | 6.75% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 76% | 93% |
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 | 66.75% | 84.50% |
6.75 Senior Notes | Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate (as percent) | 6.75% | 6.75% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements of the Company's Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 49,092 | $ 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Jun. 22, 2020 shares | Jun. 04, 2018 $ / shares shares | Jun. 09, 2023 USD ($) $ / shares shares | Jun. 03, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) class vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 27, 2023 USD ($) | May 12, 2023 USD ($) | May 06, 2022 USD ($) | May 04, 2022 USD ($) | |
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) | 21,768,716 | |||||||||
Common stock, shares, outstanding (in shares) | 16,549,980 | |||||||||
Treasury stock, value, acquired, cost method | $ | $ 7,788,000 | $ 31,856,000 | ||||||||
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) | 21,456,675 | 20,852,749 | ||||||||
Common stock, shares, outstanding (in shares) | 16,237,939 | 17,925,010 | ||||||||
Stock repurchase program, authorized amount | $ | $ 25,000,000 | $ 10,000,000 | $ 25,000,000 | $ 50,000,000 | ||||||
Treasury stock purchased under share repurchase program (in shares) | 1,745,005 | 1,724,137 | ||||||||
Treasury stock acquired, average cost per share | $ / shares | $ 3.25 | $ 14.50 | ||||||||
Treasury stock, value, acquired, cost method | $ | $ 5,700,000 | $ 25,000,000 | ||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 25,000,000 | |||||||||
Class A Common Stock | Open Market Repurchases | ||||||||||
Class of Stock [Line Items] | ||||||||||
Treasury stock purchased under share repurchase program (in shares) | 323,285 | 816,642 | ||||||||
Treasury stock acquired, average cost per share | $ / shares | $ 4.65 | $ 8.38 | ||||||||
Treasury stock, value, acquired, cost method | $ | $ 1,500,000 | $ 6,800,000 | ||||||||
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) | 312,041 | 312,041 | ||||||||
Common stock, shares, outstanding (in shares) | 312,041 | 312,041 | ||||||||
Series 1 Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants issued (in shares) | 3,016,853 | |||||||||
Number of securities called by each warrant (in shares) | 1 | |||||||||
Exercisable price of warrants to purchase common stock (in USD per share) | $ / shares | $ 0.00 | |||||||||
Series 2 warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants issued (in shares) | 22,154 | 712,736 | ||||||||
Number of securities called by each warrant (in shares) | 1 | |||||||||
Exercisable price of warrants to purchase common stock (in USD per share) | $ / shares | $ 0.00 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Narrative (Details) $ in Millions | 12 Months Ended | ||||
Apr. 26, 2023 | Jun. 04, 2018 | Dec. 31, 2023 USD ($) installment shares | Dec. 31, 2022 USD ($) | Dec. 31, 2020 installment | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Period of additional tranche conditional upon termination | 1 year | ||||
Period preceding change in control when terminated employee becomes vested in all unvested awards (in months) | 3 months | ||||
Period following change in control when terminated employee becomes vested in all unvested awards (in months) | 12 months | ||||
Number of installments | installment | 4 | ||||
Stock-based compensation expense, tax | $ 1.4 | $ 1.6 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to unvested awards | $ 0.4 | ||||
Weighted-average recognition period (in years) | 1 month 6 days | 7 months 6 days | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 4 years | ||||
Unrecognized compensation cost related to unvested awards | $ 5.9 | $ 6.3 | |||
Weighted-average recognition period (in years) | 1 year 2 months 12 days | 1 year 2 months 12 days | |||
RSUs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights (as percent) | 0% | ||||
RSUs | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights (as percent) | 100% | ||||
Management | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual term (in years) | 5 years | ||||
Vesting period (in years) | 4 years | ||||
Management | Stock Options | First anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights (as percent) | 30% | ||||
Management | Stock Options | Second anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights (as percent) | 30% | ||||
Management | Stock Options | Third anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights (as percent) | 20% | ||||
Management | Stock Options | Fourth anniversary | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights (as percent) | 20% | ||||
Management | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period (in years) | 4 years | ||||
Non Employee Directors | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual term (in years) | 5 years | ||||
Non Employee Directors | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of annual award vesting installments | installment | 4 | ||||
Accelerated Vesting Due To Termination | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Accelerated vesting (as percent) | 50% | ||||
2020 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period (in years) | 10 years | ||||
2020 Plan | Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, reserved for future issuance (in shares) | shares | 700,000 | ||||
Number of shares available for grant (in shares) | shares | 2,800,000 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted-Average Exercise Price | |||
Outstanding, intrinsic value | $ 49 | $ 103 | $ 405 |
Outstanding, Exercisable, Intrinsic Value | $ 37 | $ 51 | |
Stock Options | |||
Outstanding Stock Options | |||
Beginning (in shares) | 716,255 | 735,895 | |
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | 0 | 0 | |
Forfeited and canceled (in shares) | (402,755) | (19,640) | |
Ending (in shares) | 313,500 | 716,255 | 735,895 |
Exercisable at the end of period (in shares) | 235,125 | 559,505 | |
Weighted-Average Exercise Price | |||
Beginning balance (in USD per share) | $ 19.83 | $ 19.91 | |
Granted (in USD per share) | 0 | 0 | |
Exercise (in USD per share) | 0 | 0 | |
Forfeited and canceled (in USD per share) | 25.37 | 22.88 | |
Ending balance (in USD per share) | 12.70 | 19.83 | $ 19.91 |
Exercisable at the end of period (in USD per share) | $ 12.70 | $ 21.82 | |
Weighted-Average Remaining Contractual Term (in years) | 1 year 1 month 6 days | 1 year 2 months 12 days | 2 years 3 months 18 days |
Weighted-Average remaining contractual term, outstanding exercisable | 1 year 1 month 6 days | 10 months 24 days |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Restricted Stock Units (Details) - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of RSUs | ||
Beginning balance (in shares) | 1,052,779,000 | 829,521,000 |
Granted (in shares) | 971,362,000 | 624,553,000 |
Vested (in shares) | (603,926,000) | (390,108,000) |
Forfeited (in shares) | (62,953,000) | (11,187,000) |
Ending balance (in shares) | 1,357,262,000 | 1,052,779,000 |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 10.29 | $ 10.59 |
Granted (in USD per share) | 4.89 | 10.30 |
Vested (in USD per share) | 9.12 | 10.91 |
Forfeited (in USD per share) | 5.49 | 11.29 |
Ending balance (in USD per share) | $ 7.17 | $ 10.29 |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - Share Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,270 | $ 6,229 |
Stock option grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 375 | 623 |
Restricted stock unit grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 4,895 | $ 5,606 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current income tax expense | ||
Federal | $ (339) | $ (444) |
State and local | (122) | 2,777 |
Total current income tax expense | (461) | 2,333 |
Deferred income tax expense | ||
Federal | 6,318 | 711 |
State and local | 11,326 | 326 |
Total deferred tax expense | 17,644 | 1,037 |
Total income tax expense | $ 17,183 | $ 3,370 |
Income Taxes - Total Income Tax
Income Taxes - Total Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Computed income tax expense at federal statutory rate on pre-tax income | $ (21,146) | $ 4,117 |
State income tax expense, net of federal tax expense | (3,390) | 1,542 |
Bankruptcy costs | 8 | 153 |
Section 162(m) disallowance | 1,106 | 1,510 |
Valuation allowance | 40,946 | 0 |
Provision to return | (281) | 22 |
Uncertain tax positions | (428) | (5,397) |
Allowance for state tax receivables | 0 | 943 |
Tax credits | (240) | (242) |
Other adjustments | 608 | 722 |
Total income tax expense | $ 17,183 | $ 3,370 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets: | ||
Accounts receivable | $ 1,517 | $ 1,507 |
Leases | 40,952 | 42,912 |
Other liabilities and assets | 4,358 | 5,229 |
Debt costs | 617 | 840 |
Interest limitation | 24,473 | 12,152 |
Financing liabilities | 50,119 | 51,725 |
Net operating loss | 7,669 | 305 |
Total deferred income tax assets before valuation allowance | 129,705 | 114,670 |
Less: valuation allowance | (40,946) | 0 |
Total deferred tax assets | 88,759 | 114,670 |
Deferred income tax liabilities: | ||
Intangible assets | 43,563 | 46,709 |
Property and equipment | 26,568 | 25,821 |
Leases | 30,953 | 35,141 |
Other | 0 | 1,680 |
Total deferred income tax liabilities | 101,084 | 109,351 |
Total net deferred income tax (liabilities)/assets | $ (12,325) | |
Total net deferred income tax (liabilities)/assets | $ 5,319 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 40,900,000 | $ 0 |
Reductions to uncertain tax positions | 385,000 | 5,185,000 |
Interest and penalties lapse of the applicable statute | 100,000 | |
Unrecognized tax benefits accrued interest and penalties | 100,000 | |
Total unrecognized tax benefits and accrued interest and penalties | $ 500,000 | |
Federal Tax Authority | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 27,600,000 | |
Disallowed carryforwards | 24,500,000 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 44,000,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 385 | $ 5,570 |
Decreases relating to expiration of the statute of limitations | (385) | (5,185) |
Balance at end of period | $ 0 | $ 385 |
(Loss) Earnings Per Share - Com
(Loss) Earnings Per Share - Computation of Basic and Diluted Earnings per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Undistributed net (loss) income from operations | $ (117,879) | $ 16,235 |
Basic net (loss) income attributable to common shares | $ (117,879) | $ 16,235 |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 17,269,001 | 19,560,257 |
Basic undistributed net (loss) income per share attributable to common shares (usd per share) | $ (6.83) | $ 0.83 |
Numerator: | ||
Undistributed net (loss) income from operations | $ (117,879) | $ 16,235 |
Diluted net (loss) income attributable to common shares | $ (117,879) | $ 16,235 |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 17,269,001 | 19,560,257 |
Effect of dilutive options and restricted stock units (in shares) | 0 | 463,000 |
Diluted weighted average shares outstanding (in shares) | 17,269,001 | 20,023,291 |
Diluted undistributed net (loss) income per share attributable to common shares (in USD per share) | $ (6.83) | $ 0.81 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) term renewal_option | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Renewal option | renewal_option | 1 | |
Number of additional term | term | 1 | |
Impairment charges | $ 11,404 | $ 0 |
Lease income | $ 300 | $ 200 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term (in years) | 5 years | |
Renewal term (in years) | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term (in years) | 10 years | |
Renewal term (in years) | 10 years |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Right-of-Use Assets | ||
Operating | $ 118,646 | $ 135,236 |
Finance, net of accumulated amortization of $1,327 and $544 at December 31, 2023 and 2022, respectively | 3,330 | 2,494 |
Total Assets | 121,976 | 137,730 |
Lease Liabilities | ||
Operating | 27,515 | 27,970 |
Finance | 1,259 | 791 |
Operating | 113,141 | 119,925 |
Finance | 2,168 | 1,719 |
Total Liabilities | 144,083 | 150,405 |
Accumulated amortization, finance lease | $ 1,327 | $ 544 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable and accrued expenses | Accounts payable and accrued expenses |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating Lease Cost | $ 25,508 | $ 29,083 |
Finance Lease Cost | ||
Amortization of right-of-use assets | 940 | 289 |
Interest on lease liabilities | 214 | 33 |
Total Lease Cost | $ 26,662 | $ 29,405 |
Leases - Other Supplementary Da
Leases - Other Supplementary Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 28,127 | $ 25,584 |
Operating cash flows from finance leases | 202 | 28 |
Financing cash flows from finance leases | 837 | 287 |
Right-of-Use Assets | ||
Operating leases | $ 12,592 | $ 13,405 |
Weighted Average Remaining Lease Term (in years) | ||
Operating leases | 7 years 11 months 15 days | 8 years 4 months 20 days |
Finance leases | 3 years | 3 years 9 months |
Weighted Average Discount Rate | ||
Operating leases | 7.20% | 6.20% |
Finance leases | 6.55% | 6.44% |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 27,278 |
2025 | 24,839 |
2026 | 22,998 |
2027 | 22,022 |
2028 | 20,253 |
Thereafter | 63,044 |
Total lease payments | 180,434 |
Less: imputed interest | (39,778) |
Total | 140,656 |
Finance Leases | |
2024 | 1,302 |
2025 | 1,237 |
2026 | 1,115 |
2027 | 121 |
2028 | 13 |
Thereafter | 0 |
Total lease payments | 3,788 |
Less: imputed interest | (361) |
Financing liabilities, net | 3,427 |
Total | |
2024 | 28,580 |
2025 | 26,076 |
2026 | 24,113 |
2027 | 22,143 |
2028 | 20,266 |
Thereafter | 63,044 |
Total lease payments | 184,222 |
Less: imputed interest | (40,139) |
Total | $ 144,083 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments - Sale-Leasebacks (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Lease, Description [Line Items] | |
2024 | $ 1,302 |
2025 | 1,237 |
2026 | 1,115 |
2027 | 121 |
2028 | 13 |
Thereafter | 0 |
Total lease payments | 3,788 |
Failed Sale Leaseback | |
Lessee, Lease, Description [Line Items] | |
2024 | 16,353 |
2025 | 15,341 |
2026 | 15,491 |
2027 | 15,956 |
2028 | 16,435 |
Thereafter | 124,759 |
Total lease payments | 204,335 |
Failed Sale Leaseback | Tower Sale | |
Lessee, Lease, Description [Line Items] | |
2024 | 14,602 |
2025 | 15,040 |
2026 | 15,491 |
2027 | 15,956 |
2028 | 16,435 |
Thereafter | 124,759 |
Total lease payments | 202,283 |
Failed Sale Leaseback | Other | |
Lessee, Lease, Description [Line Items] | |
2024 | 1,751 |
2025 | 301 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total lease payments | $ 2,052 |
Leases - Lease Receivable (Deta
Leases - Lease Receivable (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 397 |
2025 | 264 |
2026 | 131 |
2027 | 115 |
2028 | 104 |
Thereafter | 1,193 |
Total lease receivables | $ 2,204 |
Commitment and Contingencies -
Commitment and Contingencies - Future Maturities of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 124,040 |
2025 | 106,119 |
2026 | 45,794 |
2027 | 10,736 |
2028 | 245 |
Thereafter | 0 |
Total | $ 286,934 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | ||
Nov. 12, 2021 claim | Feb. 24, 2020 plaintiff | Aug. 31, 2015 lawsuit | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of lawsuits | lawsuit | 2 | ||
Number of plaintiffs | plaintiff | 2 | ||
Number of claims dismissed | claim | 1 |
Subsequent Events (Detail)
Subsequent Events (Detail) - Subsequent Event $ / shares in Units, $ in Millions | 1 Months Ended | |
Feb. 21, 2024 right $ / shares | Feb. 29, 2024 USD ($) | |
Subsequent Event [Line Items] | ||
Percentage of rights plan, beneficial ownership | 15% | |
Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Number of rights, dividends declared | right | 1 | |
Share price (in USD per share) | $ / shares | $ 25 | |
Conversion ratio | 0.0001 | |
Class B Common Stock | ||
Subsequent Event [Line Items] | ||
Number of rights, dividends declared | right | 1 | |
Share price (in USD per share) | $ / shares | $ 25 | |
Conversion ratio | 0.0001 | |
New Mountain Capital, LLC | Broadcast Music, Inc. | Discontinued Operations, Disposed of by Sale | ||
Subsequent Event [Line Items] | ||
Cash proceeds received | $ | $ 14.8 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Allowance for doubtful accounts | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 5,936 | $ 5,816 |
Charged to Costs and Expenses | 3,164 | 3,411 |
Additions/(Deductions) | (3,117) | (3,291) |
Balance at End of Period | 5,983 | 5,936 |
Valuation allowance on deferred taxes | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | 0 | 0 |
Charged to Costs and Expenses | 40,946 | 0 |
Additions/(Deductions) | 0 | 0 |
Balance at End of Period | $ 40,946 | $ 0 |