Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 10, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-14461 | ||
Entity Registrant Name | Audacy, Inc | ||
Entity Incorporation, State or Country Code | PA | ||
Entity Tax Identification Number | 23-1701044 | ||
Entity Address, Address Line One | 2400 Market Street | ||
Entity Address, Address Line Two | 4th Floor | ||
Entity Address, City or Town | Philadelphia | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19103 | ||
City Area Code | 610 | ||
Local Phone Number | 660-5610 | ||
Title of 12(b) Security | Class A Common Stock, par value $.01 per share | ||
Trading Symbol | AUD | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 110,850,101 | ||
Documents Incorporated by Reference | Certain information in the registrant’s Definitive Proxy Statement for its 2023 Annual Meeting of Shareholders, pursuant to Regulation 14A, is incorporated by reference in Part III of this report, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001067837 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 141,436,963 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,045,199 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Los Angeles, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS: | ||
Cash | $ 103,344 | $ 59,439 |
Accounts receivable, net of allowance for doubtful accounts | 261,357 | 276,044 |
Prepaid expenses, deposits and other | 72,350 | 68,146 |
Total current assets | 437,051 | 403,629 |
Investments | 3,005 | 3,005 |
Net property and equipment | 344,690 | 376,028 |
Operating lease right-of-use assets | 211,022 | 229,607 |
Radio broadcasting licenses | 2,089,226 | 2,251,546 |
Goodwill | 63,915 | 82,176 |
Assets held for sale | 5,474 | 1,033 |
Other assets, net of accumulated amortization | 130,510 | 74,865 |
TOTAL ASSETS | 3,284,893 | 3,421,889 |
LIABILITIES: | ||
Accounts payable | 14,002 | 18,897 |
Accrued expenses | 72,488 | 68,423 |
Other current liabilities | 80,549 | 84,130 |
Operating lease liabilities | 40,815 | 39,598 |
Long-term debt, current portion | 0 | 22,727 |
Total current liabilities | 207,854 | 233,775 |
Long-term debt, net of current portion | 1,880,362 | 1,782,131 |
Operating lease liabilities, net of current portion | 196,654 | 217,281 |
Net deferred tax liabilities | 453,378 | 487,665 |
Other long-term liabilities | 26,026 | 48,832 |
Total long-term liabilities | 2,556,420 | 2,535,909 |
Total liabilities | 2,764,274 | 2,769,684 |
CONTINGENCIES AND COMMITMENTS | ||
SHAREHOLDERS’ EQUITY: | ||
Additional paid-in capital | 1,676,843 | 1,671,195 |
Accumulated deficit | (1,160,618) | (1,020,142) |
Accumulated other comprehensive income (loss) | 2,942 | (289) |
Total shareholders’ equity | 520,619 | 652,205 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 3,284,893 | 3,421,889 |
Common Class A | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock | 1,412 | 1,401 |
Common Class B | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock | 40 | 40 |
Common Class C | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Class A | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock shares issued (in shares) | 141,159,834 | 140,060,355 |
Common stock shares outstanding (in shares) | 141,159,834 | 140,060,355 |
Common Class B | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock shares issued (in shares) | 4,045,199 | 4,045,199 |
Common stock shares outstanding (in shares) | 4,045,199 | 4,045,199 |
Common Class C | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock shares issued (in shares) | 0 | 0 |
Common stock shares outstanding (in shares) | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
NET REVENUES | $ 1,253,664 | $ 1,219,404 | $ 1,060,898 |
OPERATING EXPENSE: | |||
Station operating expenses | 1,030,487 | 976,973 | 907,796 |
Depreciation and amortization expense | 65,786 | 52,238 | 50,231 |
Corporate general and administrative expenses | 96,384 | 93,411 | 64,560 |
Integration costs | 0 | 0 | 491 |
Restructuring charges | 10,008 | 5,671 | 11,981 |
Impairment loss | 180,543 | 2,214 | 264,432 |
Other expenses | 688 | 992 | 553 |
Net gain on sale or disposal | (47,737) | (8,363) | (139) |
Change in fair value of contingent consideration | (8,802) | 0 | 0 |
Refinancing expenses | 0 | 845 | 0 |
Total operating expense | 1,327,357 | 1,123,981 | 1,299,905 |
OPERATING INCOME (LOSS) | (73,693) | 95,423 | (239,007) |
NET INTEREST EXPENSE | 107,491 | 91,511 | 87,096 |
Net (gain) loss on extinguishment of debt | 0 | 8,168 | 0 |
Other income | (238) | (446) | 0 |
OTHER (INCOME) EXPENSE | (238) | 7,722 | 0 |
LOSS BEFORE INCOME TAX BENEFIT | (180,946) | (3,810) | (326,103) |
INCOME TAX BENEFIT | (40,275) | (238) | (83,879) |
NET INCOME (LOSS) | $ (140,671) | $ (3,572) | $ (242,224) |
NET LOSS PER SHARE - BASIC AND DILUTED | |||
NET LOSS PER SHARE BASIC (in dollars per share) | $ (1.01) | $ (0.03) | $ (1.80) |
NET LOSS PER SHARE DILUTED (in dollars per share) | $ (1.01) | $ (0.03) | $ (1.80) |
WEIGHTED AVERAGE SHARES: | |||
Basic (in shares) | 138,653,951 | 135,981,419 | 134,570,672 |
Diluted (in shares) | 138,653,951 | 135,981,419 | 134,570,672 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME (LOSS) | $ (140,671) | $ (3,572) | $ (242,224) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT): | |||
Net unrealized gain (loss) on derivatives, net of taxes (benefit) | 3,231 | 1,500 | (1,650) |
COMPREHENSIVE INCOME (LOSS) | $ (137,440) | $ (2,072) | $ (243,874) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Application of amended leasing guidance | Common Stock Common Class A | Common Stock Common Class B | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) Application of amended leasing guidance | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Dec. 31, 2019 | 133,867,621 | 4,045,199 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ 881,443 | $ 0 | $ 1,339 | $ 40 | $ 1,655,781 | $ (775,578) | $ 0 | $ (139) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (242,224) | (242,224) | ||||||||
Compensation expense related to granting of stock awards (in shares) | 3,389,801 | |||||||||
Compensation expense related to granting of stock awards | 11,134 | $ 34 | 11,100 | |||||||
Issuance of common stock related to the ESPP (in shares) | 165,756 | |||||||||
Issuance of common stock related to the ESPP | 240 | $ 1 | 239 | |||||||
Exercise of stock options | 0 | |||||||||
Common stock repurchase | $ 0 | |||||||||
Purchase of vested employee restricted stock units (in shares) | (510,000) | (509,803) | ||||||||
Purchase of vested employee restricted stock units | $ (1,527) | $ (5) | (1,522) | |||||||
Payment of dividends on common stock | (3,443) | (3,443) | ||||||||
Dividend equivalents, net of forfeitures | 765 | 765 | ||||||||
Net unrealized gain (loss) on derivatives | (1,650) | (1,650) | ||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 136,913,375 | 4,045,199 | ||||||||
Ending Balance at Dec. 31, 2020 | 644,738 | $ 1,369 | $ 40 | 1,662,155 | (1,017,037) | (1,789) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (3,572) | (3,572) | ||||||||
Compensation expense related to granting of stock awards (in shares) | 3,226,962 | |||||||||
Compensation expense related to granting of stock awards | 11,185 | $ 32 | 11,153 | |||||||
Issuance of common stock related to the ESPP (in shares) | 106,049 | |||||||||
Issuance of common stock related to the ESPP | $ 316 | $ 1 | 315 | |||||||
Purchase of vested employee restricted stock units (in shares) | (386,000) | (386,003) | ||||||||
Purchase of vested employee restricted stock units | $ (2,066) | $ (3) | (2,063) | |||||||
Payment of dividends on common stock | (449) | (449) | ||||||||
Dividend equivalents, net of forfeitures | 467 | 467 | ||||||||
Net unrealized gain (loss) on derivatives | 1,500 | 1,500 | ||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 140,060,355 | 4,045,199 | 140,060,355 | 4,045,199 | ||||||
Ending Balance at Dec. 31, 2021 | 652,205 | $ 1,401 | $ 40 | 1,671,195 | (1,020,142) | (289) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (140,671) | (140,671) | ||||||||
Compensation expense related to granting of stock awards (in shares) | 1,218,160 | |||||||||
Compensation expense related to granting of stock awards | 7,297 | $ 12 | 7,285 | |||||||
Issuance of common stock related to the ESPP (in shares) | 583,594 | |||||||||
Issuance of common stock related to the ESPP | 429 | $ 6 | 423 | |||||||
Exercise of stock options | $ 0 | |||||||||
Purchase of vested employee restricted stock units (in shares) | (702,000) | (702,275) | ||||||||
Purchase of vested employee restricted stock units | $ (1,883) | $ (7) | (1,876) | |||||||
Payment of dividends on common stock | (184) | (184) | ||||||||
Dividend equivalents, net of forfeitures | 195 | 195 | ||||||||
Net unrealized gain (loss) on derivatives | 3,231 | 3,231 | ||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 141,159,834 | 4,045,199 | 141,159,834 | 4,045,199 | ||||||
Ending Balance at Dec. 31, 2022 | $ 520,619 | $ 1,412 | $ 40 | $ 1,676,843 | $ (1,160,618) | $ 2,942 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES: | |||
Net income (loss) | $ (140,671) | $ (3,572) | $ (242,224) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 65,786 | 52,238 | 50,231 |
Net amortization of deferred financing costs (net of original issue discount and debt premium) | 4,092 | 4,030 | 586 |
Net deferred taxes (benefit) and other | (42,984) | 13,721 | (76,260) |
Provision for bad debts | 506 | 3,173 | 16,349 |
Net (gain) loss on sale or disposal of assets and businesses | (47,737) | (8,363) | (139) |
Non-cash stock-based compensation expense | 7,297 | 11,185 | 11,134 |
Net loss on extinguishment of debt | 0 | 8,168 | 0 |
Deferred compensation | (4,145) | 4,369 | 3,578 |
Impairment loss | 180,543 | 2,214 | 264,432 |
Change in fair value of contingent consideration | (8,802) | 1,117 | 0 |
Changes in assets and liabilities (net of effects of acquisitions and dispositions): | |||
Accounts receivable | 14,181 | (3,604) | 86,662 |
Prepaid expenses and deposits | (4,204) | (20,623) | (22,041) |
Accounts payable and accrued liabilities | (13,175) | 14,344 | (8,800) |
Accrued interest expense | 271 | 4,858 | (77) |
Accrued liabilities - long-term | (10,253) | (23,957) | 822 |
Prepaid expenses - long-term | (163) | 0 | 973 |
Net cash provided by (used in) operating activities | 542 | 59,298 | 85,226 |
INVESTING ACTIVITIES: | |||
Additions to property, equipment and software | (80,821) | (76,607) | (30,837) |
Proceeds from sale of property, equipment, intangibles and other assets | 58,589 | 6,321 | 10,817 |
Purchases of businesses and audio assets | (5,040) | (54,798) | (31,639) |
Net cash provided by (used in) investing activities | (27,272) | (125,084) | (51,659) |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of long-term debt | 0 | 585,000 | 0 |
Borrowing under the accounts receivable facility | 0 | 75,000 | 0 |
Borrowing under the revolving senior debt | 105,000 | 107,000 | 231,121 |
Payments of long-term debt | 0 | (121,635) | (15,994) |
Payments of revolving senior debt | (22,727) | (124,000) | (233,394) |
Retirement of notes | (10,000) | (400,000) | 0 |
Payment of call premium and other fees | 0 | (14,500) | 0 |
Payment for debt issuance costs | 0 | (10,491) | 0 |
Proceeds from issuance of employee stock plan | 429 | 316 | 240 |
Proceeds from the exercise of stock options | 0 | 86 | 0 |
Purchase of vested employee restricted stock units | (1,883) | (2,066) | (1,527) |
Payment of dividends on common stock | 0 | 0 | (2,692) |
Payment of dividend equivalents on vested restricted stock units | (184) | (449) | (750) |
Repurchase of common stock | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 70,635 | 94,261 | (22,996) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 43,905 | 28,475 | 10,571 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 59,439 | 30,964 | 20,393 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 103,344 | 59,439 | 30,964 |
Cash paid (received) during the period for: | |||
Interest | 102,763 | 82,476 | 86,263 |
Income taxes | $ (14,554) | $ (300) | $ 2,724 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Nature of Business – Audacy, Inc. (formerly Entercom Communications Corp.) (the “Company”) was formed as a Pennsylvania corporation in 1968. On April 9, 2021, the Company changed its name to Audacy, Inc. and changed its New York Stock Exchange ticker symbol from "ETM" to "AUD". The Company is the second-largest radio broadcasting company in the United States. The Company is also a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 15 markets and 21 of the top 25 markets. The Company’s strategy focuses on providing compelling content in the communities it serves to enable the Company to offer its advertisers an effective marketing platform to reach a large targeted local audience. The principal components of the Company’s strategy are to: (i) focus on creating effective integrated marketing solutions for its customers that incorporate its audio, digital and experiential assets; (ii) build strongly-branded radio stations with highly compelling content; (iii) develop market leading station clusters; and (iv) recruit, develop, motivate and retain superior employees. Liquidity and Capital Resources In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. While the full impact of this pandemic is not yet known, the Company took proactive actions in an effort to mitigate its effects and is continually assessing its effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events. The COVID-19 pandemic and current macroeconomic conditions have created, and may continue to create, significant uncertainty in operations, including disrupted supply chains, rising inflation and interest rates, and significant volatility in financial markets, which have had, and are expected to continue to have, a material impact on the Company's business operations, financial position, cash flows, liquidity, and capital resources and results of operations. The full extent to which the current macroeconomic conditions impact the Company's business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be accurately estimated at this time, but the Company believes the impact could be material if conditions persist. The Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by the COVID-19 pandemic and current macroeconomic conditions. Based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, its current business plan and revenue prospects, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations and meet its covenant requirements for at least the next 12 months. Due to the impact of the macroeconomic conditions on the Company, management continues to execute on cash management and strategic operational plans including evaluation of contractual obligations, workforce reductions, management of operating expenses, initiating refinancing and amendment plans, and divesting non-strategic assets of the Company along with other cash and debt management plans for the benefit of the covenant calculation, as permitted under the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 12 below). However, the Company is unable to predict with certainty the impact of the COVID-19 pandemic and current macroeconomic conditions will have on its ability to refinance or amend the arrangements or maintain compliance with the debt covenants contained in the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 12 below), including financial covenants. The Company was in compliance with such covenants at December 31, 2022. Failure to meet the covenant requirements in the future would cause the Company to be in default and the maturity of the related debt could be accelerated and become immediately payable. This may require the Company to obtain waivers or amendments in order to maintain compliance and there can be no certainty that any such waiver or amendment would be available, or what the cost of such waiver or amendment, if obtained, would be. If the Company is unable to obtain necessary waivers or amendments and the debt is accelerated, the Company would be required to obtain replacement financing at prevailing market rates, which may not be favorable to the Company. There is no guarantee that the Company would be able to satisfy its obligations if any of its indebtedness is accelerated. In 2024, $887.4 million of debt is set to mature beginning in July 2024. In the event revenues in future quarters are lower than we currently anticipate, we would be forced to take additional remedial actions which could include, among other things (and where allowed by the lenders): (i) implementing further cost reductions; (ii) seeking replacement financing; (iii) raising funds through the issuance of additional equity or debt securities or incurring additional borrowings; or (iv) disposing of additional certain assets or businesses. Such remedial actions, which may not be available on favorable terms or at all, could have a material adverse impact on our business. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the presentation in the current year, which did not have a material impact on the Company’s previously reported financial statements. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are 100% owned by the Company. All intercompany transactions and balances have been eliminated in consolidation. The Company also considers the applicability of any variable interest entities (“VIEs”) that are required to be consolidated by the primary beneficiary. From time to time, the Company may enter into a time brokerage agreement (“TBA”) or local marketing agreement (“LMA”) in connection with a pending acquisition or disposition of radio stations and the requirement to consolidate or deconsolidate a VIE or separately present activity as discontinued operations may apply, depending on the facts and circumstances related to each transaction. Consolidated VIE - Accounts Receivable Facility On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million accounts receivable securitization facility (the "Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Company's Credit Facility (as defined in Note 12, Long-Term Debt, below). The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) entered into by and among Audacy Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Audacy Operations”), Audacy Receivables, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, as seller (“Audacy Receivables”), the investors party thereto (the “Investors”), and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as agent (“DZ BANK”); (ii) a Sale and Contribution Agreement (the “Sale and Contribution Agreement”), by and among Audacy Operations, Audacy New York, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Audacy NY”), and Audacy Receivables; and (iii) a Purchase and Sale Agreement (the “Purchase and Sale Agreement,” and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain wholly-owned subsidiaries of the Company (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY. Audacy Receivables is considered a special purpose vehicle ("SPV") as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments. The SPV is a bankruptcy remote, limited liability company wholly owned by Audacy NY and its assets are not available to creditors of the Company, Audacy Operations or Audacy NY. Pursuant to the Receivables Facility, Audacy NY sells certain of its receivables and certain related rights to payment and obligations of Audacy NY with respect to such receivables, and certain other related rights to Audacy Receivables, LLC, which, in turn, obtains loans secured by the receivables from financial institutions (the “Lenders”). Amounts received from the Lenders, the pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Consolidated Balance Sheets. The aggregate principal amount of the loans made by the Lenders cannot exceed $75.0 million outstanding at any time. The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended. The SPV is considered a Variable Interest Entity ("VIE") (the "SPV VIE") because its equity capitalization is insufficient to support its operations. The most significant activities that impact the economic performance of the SPV are decisions made to manage receivables. Audacy NY is considered the primary beneficiary and consolidates the SPV as it makes these decisions. No additional financial support was provided to the SPV during the year ended December 31, 2022 or is expected to be provided in the future that was not previously contractually required. As of December 31, 2022, the SPV has $230.6 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility. Consolidated VIE - Qualified Intermediary Periodically, the Company enters into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a third party qualified intermediary ("QI") and are unavailable for the Company's use until released. The proceeds are recorded as restricted cash on the consolidated balance sheets and released: (i) if they are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period. During 2022, the Company entered into an agreement with a third party QI, under which the Company entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property. The QI is considered a VIE because its equity capitalization is insufficient to support its operations. The most significant activity that impacts the economic performance of the QI is its holding of proceeds from the sale of real property in an interest bearing account. The Company is considered the primary beneficiary as it has the right to direct the activities that were most significant to the VIE and the Company has the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement. The use of a QI in a like-kind exchange will enable the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange is required to be received by the Company within 180 days. Total results of operations of the VIE for the year ended ended December 31, 2022 were not significant. Restrictions on cash balances held by the VIE lapsed during the third quarter of 2022. As a result, the Company does not present restricted cash at December 31, 2022. The VIE had no other assets or liabilities as of December 31, 2022. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors. Reportable Segment – The Company operates under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. Operating Segment - The Company has one operating segment and one reportable segment. This conclusion was reached considering factors including, but not limited to: (i) the favorable impact of the significant synergies generated through more centralized operating activities; and (ii) how the value of the portfolio of radio markets is greater than the sum of the value of the individual radio markets in that portfolio. These factors impact how the Chief Operating Decision Maker ("CODM") evaluates the results of a significantly larger company and how operating decisions are made, which are now performed at the Company level. This approach is consistent with how operating and capital investment decisions are made as needed, at the Company level, irrespective of any given market's size or location. Furthermore, technological enhancements and systems integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Management also considered its organizational structure in assessing its operating segments and reportable segments. Managers at the market level are often responsible for the operational oversight of multiple markets, the assignment of which is neither dependent upon geographical region nor size. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. Management’s Use of Estimates – The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (i) asset impairments, including broadcasting licenses and goodwill; (ii) income tax valuation allowances for deferred tax assets; (iii) allowance for doubtful accounts and allowance for sales reserves; (iv) self-insurance reserves; (v) fair value of equity awards; (vi) estimated lives for tangible and intangible assets; (vii) contingency and litigation reserves; (viii) fair value measurements; (ix) acquisition purchase price asset and liability allocations; and (x) uncertain tax positions. The Company’s accounting estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained. The Company evaluates and updates assumptions and estimates on an ongoing basis and may use outside experts to assist in the Company’s evaluation, as considered necessary. Actual results could differ from those estimates. Income Taxes – The Company applies the asset and liability method to the accounting for deferred income taxes. Deferred income taxes are recognized for all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded for a net deferred tax asset balance when it is more likely than not that the benefits of the tax asset will not be realized. The Company reviews on a continuing basis the need for a deferred tax asset valuation allowance in the jurisdictions in which it operates. Any adjustment to the deferred tax asset valuation allowance is recorded in the consolidated statements of operations in the period that such an adjustment is required. The Company applies the guidance for income taxes and intra-period allocation to the recognition of uncertain tax positions. This guidance clarifies the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. The guidance requires that any liability created for unrecognized tax benefits is disclosed. The application of this guidance may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. This guidance also clarifies the method to allocate income taxes (benefit) to the different components of income (loss), such as: (i) income (loss) from continuing operations; (ii) income (loss) from discontinued operations; (iii) other comprehensive income (loss); (iv) the cumulative effects of accounting changes; and (v) other charges or credits recorded directly to shareholders’ equity. See Note 18, Income Taxes, for a further discussion of income taxes. Property and Equipment – Property and equipment are carried at cost. Major additions or improvements are capitalized, including interest expense when material, while repairs and maintenance are charged to expense when incurred. 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 expense on property and equipment is determined on a straight-line basis. Depreciation expense for property and equipment is reflected in the following table: Property And Equipment Years Ended December 31, 2022 2021 2020 (amounts in thousands) Depreciation expense $ 31,471 $ 32,847 $ 33,618 As of December 31, 2022, the Company had capital expenditure commitments outstanding of $10.7 million. The following is a summary of the categories of property and equipment along with the range of estimated useful lives used for depreciation purposes: Depreciation Period Property And Equipment In Years December 31, From To 2022 2021 Land, land easements and land improvements 0 15 $ 99,141 $ 105,514 Buildings 20 40 37,166 37,177 Equipment 3 40 223,880 227,824 Furniture and fixtures 5 10 19,779 20,619 Leasehold improvements and other * * 113,264 119,974 493,230 511,108 Accumulated depreciation (238,439) (223,378) 254,791 287,730 Capital improvements in progress 89,899 88,298 Net property and equipment $ 344,690 $ 376,028 * Shorter of economic life or lease term Long-Lived Assets - The Company's long-lived assets include property and equipment, broadcasting licenses (subject to an eight-year renewal cycle), goodwill, deferred charges, and other assets. See Note 8, Intangible Assets And Goodwill, for further discussion. Certain of the Company’s equipment, such as broadcast towers, can provide economic benefit over a longer period of time resulting in the use of longer lives of up to 40 years. If events or changes in circumstances were to indicate that an asset’s carrying value is not recoverable, an impairment assessment would be performed and if necessary, a write-down of the asset would be recorded through a charge to operations. The determination and measurement of the fair value of long-lived assets requires the use of significant judgments and estimates. Future events may impact these judgments and estimates. Revenue Recognition – The Company generates revenue from the sale to advertisers of various services and products, including but not limited to: (i) spot revenues; (ii) digital advertising; (iii) network revenues; (iv) sponsorship and event revenues; and (v) other revenues. Revenue from services and products is recognized when delivered. Advertiser payments received in advance of when the products or services are delivered are recorded on the Company’s balance sheet as unearned revenue. Revenues presented in the consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees by the advertising agencies. The Company also evaluates when it is appropriate to recognize revenue based on the gross amount invoiced to the customer or the net amount retained by the Company if a third party is involved. Refer to Note 5, Revenue, for additional information on the Company’s revenue. Refer to Note 5, Revenue, Note 10, Other Current Liabilities, and Note 11, Other Long-Term Liabilities, for additional information on unearned revenue. The following table presents the amounts of unearned revenues as of the periods indicated: Unearned Revenues December 31, Balance Sheet Location 2022 2021 (amounts in thousands) Current Other current liabilities $ 13,687 $ 10,638 Long-term Other long-term liabilities $ 403 $ 474 Concentration of Credit Risk – The Company’s revenues and accounts receivable relate primarily to the sale of advertising within its radio stations’ broadcast areas. Credit is extended based on an evaluation of the customers’ financial condition and, generally, collateral is not required. Credit losses are provided for in the financial statements and consistently have been within management’s expectations. 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 balance in the Company’s allowance for doubtful accounts is based on the Company’s historical collections, the age of the receivables, specific customer information, and current economic conditions. Delinquent accounts are written off if collections efforts have been unsuccessful and the likelihood of recovery is considered remote. Debt Issuance Costs and Original Issue Discount – The costs related to the issuance of debt are capitalized and amortized over the lives of the related debt and such amortization is accounted for as interest expense. See Note 12, Long-Term Debt, for further discussion for the amount of deferred financing expense that was included in interest expense in the accompanying consolidated statements of operations. In 2019, the Company issued senior secured second-lien notes and used proceeds to partially repay amounts outstanding under existing indebtedness. In connection with this refinancing activity, a portion of the unamortized deferred financing costs associated with the Company's former term loan was written off and included in the statement of operations under loss on extinguishment of debt. In the first quarter of 2021, the Company issued senior secured second-lien notes and used proceeds to partially repay amounts outstanding under existing indebtedness and fully redeem all of its senior notes due 2024. In connection with this refinancing activity, a portion of the unamortized deferred financing costs and unamortized premium associated with the senior notes due 2024 as well as unamortized deferred financing costs associated with the Company's term loan was written off and included in the statement of operations under loss on extinguishment of debt. In the fourth quarter of 2021, the Company issued senior secured second-lien notes and used proceeds to partially repay amounts outstanding under existing indebtedness. Lender fees and third party fees incurred during the refinancing activities described above were capitalized or expensed as appropriate based on accounting guidance for debt modifications and extinguishments. Refer to Note 12, Long-Term Debt, for further discussion of the refinancing activities. Extinguishment of Debt – The Company may amend, append or replace, in part or in full, its outstanding debt. The Company reviews its unamortized financing costs associated with its outstanding debt to determine the amount subject to extinguishment under the accounting provisions for an exchange of debt instruments with substantially different terms or changes in a line-of-credit or revolving-debt arrangement. During the first and fourth quarter of 2021, the Company refinanced certain of its outstanding debt. In each refinancing event, a portion of the Company’s outstanding debt was accounted for as an extinguishment. See Note 12, Long-Term Debt for a discussion of the Company’s long-term debt. Time Brokerage Agreement (Income) Fees – Time Brokerage Agreement ("TBA") fees or income consists of fees paid or received under agreements that permit an acquirer to program and market stations prior to an acquisition. The Company sometimes enters into a TBA prior to the consummation of station acquisitions and dispositions. The Company may also enter into a Joint Sales Agreement to market, but not to program, a station for a defined period of time. TBA fees or income earned from continuing operations are recorded as a separate line item in the Company’s consolidated statement of operations. Trade and Barter Transactions – The Company provides advertising broadcast time in exchange for certain products, supplies and services. The terms of the exchanges generally permit the Company to preempt such broadcast time in favor of advertisers who purchase time on regular terms. The Company includes the value of such exchanges in both broadcasting net revenues and station operating expenses. Trade and Barter valuation is based upon management’s estimate of the fair value of the products, supplies and services received. See Note 19, Supplemental Cash Flow Disclosures On Non-Cash Activities, for a summary of the Company’s barter transactions. Business Combinations – Accounting guidance for business combinations provides the criteria to recognize intangible assets apart from goodwill. Other than goodwill, the Company uses an income or cost method to determine the fair value of all intangible assets required to be recognized for business combinations. For a discussion of impairment testing of those assets acquired in a business combination, including goodwill, see Note 8, Intangible Assets And Goodwill. Cash, Cash Equivalents and Restricted Cash – Cash consists primarily of amounts held on deposit with financial institutions. The Company’s cash deposits with banks are insured by the Federal Deposit Insurance Corporation up to $250,000 per account. At times, the cash balances held by the Company in financial institutions may exceed these insured limits. The risk of loss attributable to these uninsured balances is mitigated by depositing funds in high credit quality financial institutions. The Company has not experienced any losses in such accounts. From time to time, the Company may invest in cash equivalents, which consists of investments in immediately available money market accounts and all highly liquid debt instruments with initial maturities of three months or less. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Restricted cash balances consist of amounts that the Company may be restricted in its ability to access or amounts that are reserved for a specific purpose and therefore not available for immediate or general business use. The Company does not have restricted cash on its balance sheet at December 31, 2022 and 2021. As of December 31, 2022, and 2021, the Company had no other cash equivalents on hand. Leases – The Company follows accounting guidance for its leases, which includes the recognition of escalated rents on a straight-line basis over the term of the lease agreement, as described further in Note 11, Other Long-Term Liabilities. The operating lease obligations represent scheduled future minimum operating lease payments under non-cancellable operating leases, including rent obligations under escalation clauses that are defined increases and not escalations that depend on variable indices. The minimum lease payments do not include common area maintenance, variable real estate taxes, insurance and other costs for which the Company may be obligated as most of these payments are primarily variable rather than fixed. See Note 23, Contingencies and Commitments, for a discussion of the Company’s leases. Share-Based Compensation – The Company records compensation expense for all share-based payment awards made to employees and directors, at estimated fair value. The Company also uses the simplified method in developing an estimate of the expected term of certain stock options. For further discussion of share-based compensation, see Note 17, Share-Based Compensation. Investments – For those investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. At December 31, 2022, and 2021, the Company held no equity method investments. For those investments in which the Company does not have such significant influence, the Company applies the accounting guidance for certain investments in debt and equity securities. An investment is classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and, depending upon the classification, is carried at fair value based upon quoted market prices or historical cost when quoted market prices are unavailable. The Company has minority equity investments in privately held companies that are separately presented in the Investments line item. The Company monitors these investments for impairment and makes appropriate reductions to the carrying value when events and circumstances indicate that the carrying value of the investments may not be recoverable. In determining whether a decline in fair value exists, the Company considers various factors, including market price (when available), investment ratings, the financial condition and near-term prospects of the investee, the length of time and the extent to which the fair value has been less than the Company’s cost basis, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The Company also provides certain quantitative and qualitative disclosures for those investments that are impaired at the balance sheet date and for those investments for which an impairment has not been recognized. The Company's investments continue to be carried at their original cost. There have been no impairments in the investments valued under the measurement alternative, returns of capital, or any adjustments resulting from observable price changes in orderly transactions for the investments. Refer to Note 21, Fair Value Of Financial Instruments, for additional information on the Company’s investments valued under the measurement alternative. Advertising and Promotion Costs – Costs of media advertising and associated production costs are expensed when incurred. For the years ended December 31, 2022, 2021, and 2020, the costs incurred were $2.9 million, $2.3 million, and $1.2 million. Insurance and Self-Insurance Liabilities – The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for workers’ compensation, general liability, property, director and officers’ liability, vehicle liability and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering claims experience, demographic factors, severity factors, outside expertise and other actuarial assumptions. For any legal costs expected to be incurred in connection with a loss contingency, the Company recognizes the expense as incurred. Recognition of Insurance Claims and Other Recoveries – The Company recognizes insurance recoveries and other claims when all contingencies have been satisfied. Sports Programming Costs and Unfavorable/Favorable Sports Liabilities/Assets – Sports programming costs which are for a specified number of events are amortized on an event-by-event basis, and programming costs which are for a specified season are amortized over the season on a straight-line basis. Prepaid expenses which are not directly allocable to any one particular season are amortized on a straight-line basis over the life of the agreement. In connection with certain acquisitions, the Company assumed contracts at above or below market rates. These liabilities and assets are being amortized over the life of the contracts and are reflected within current and long-term assets and liabilities. Accrued Litigation - The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are subjective, based on the status of such legal or regulatory proceedings, the merits of the Company’s defenses and consultation with corporate and external legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from the Company’s estimates. The Company expenses legal costs as incurred in professional fees. See Note 23, Contingencies and Commitments. Software Costs – The Company capitalizes direct internal and external costs incurred to develop internal-use software during the application development stage. Internal-use software includes website development activities such as the planning and design of additional functionality and features for existing sites and/or the planning and design of new sites. Costs related to the maintenance, content development and training of internal-use software are expensed as incurred. Capitalized costs are amortized over the estimated useful life of 3 years using the straight-line method. Recent Accounting Pronouncements All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial position or results of operations. |
BUSINESS COMBINATIONS AND EXCHA
BUSINESS COMBINATIONS AND EXCHANGES | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS AND EXCHANGES | BUSINESS COMBINATIONS AND EXCHANGES The Company records acquisitions under the acquisition method of accounting and allocates the purchase price to the acquired assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed for book purposes and amortized for tax purposes. 2022 Dispositions During the second quarter of 2022, the Company entered into an agreement with a third party to dispose of land, and equipment in Houston, Texas. In aggregate, these assets had a carrying value of approximately $4.2 million. In the third quarter of 2022, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $10.6 million. During the third quarter of 2022, the Company entered into an agreement to dispose of land and equipment in Nevada. On November 2, 2022 the Company completed the sale of land and equipment for $39.1 million cash and reported a gain of approximately $35.3 million. Beasley Exchange On December 22, 2022, the Company completed a transaction with Beasley Media Group Licenses, LLC and Beasley Media Group, LLC. ("Beasley") in which the Company exchanged its Station KXTE located in Pahrump, Nevada for Beasley's Station KDWN located in Las Vegas, Nevada (the "Beasley Vegas Exchange"). The Company and Beasley began programming the respective stations under local marketing agreements ("LMAs") on November 14, 2022. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with the KXTE (the "divested station") and included net revenues and station operating expenses associated with KDWN (the "acquired station"). Upon completion of the Beasley Vegas Exchange, the Company: (i) removed from its consolidated balance sheet the assets of the divested station; (ii) recorded the assets of the acquired station at fair value; and (iii) recognized a loss on the exchange of approximately $2.0 million. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following table reflects the final allocation of the purchase price to the assets acquired. Final Value (amounts in thousands) Assets Net property and equipment $ 535 Total tangible property 535 Radio broadcasting licenses 2,002 Total intangible assets $ 2,002 Total assets $ 2,537 2021 WideOrbit Streaming Acquisition On October 20, 2021, the Company completed an acquisition of WideOrbit's digital audio streaming technology and the related assets and operations of WideOrbit Streaming for approximately $40.0 million (the "WideOrbit Streaming Acquisition"), which included certain employees. The assets acquired included $31.5 million of developed technology and $8.0 million of intangible licenses. The Company determined this acquisition was a business combination. The Company will operate WideOrbit Streaming under the name AmperWave ("AmperWave"). The Company funded this acquisition through a draw on its revolving credit facility (the "Revolver"). The Company's consolidated financial statements for the year ended December 31, 2022 reflect the results of AmperWave and based upon the timing of the WideOrbit Streaming Acquisition, the Company's consolidated financial statements for the year ended December 31, 2021 , reflect the results of AmperWave for the portion of the period after the completion of the acquisition. The Company's consolidated financial statements for the year ended December 31, 2020 do not reflect the results of AmperWave. The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. The Company recorded goodwill on its books. Management believes that this acquisition provides the Company with an opportunity to benefit from acquired technology, technical knowledge and trade secrets. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following table reflects the final allocation of the purchase price to the assets acquired.. Final Value (amounts in thousands) Assets Operating lease right-of-use assets $ 142 Net property and equipment 38 Other assets, net of accumulated amortization 39,532 Goodwill 386 Total intangible and other assets 39,918 Operating lease liabilities (142) Deferred tax asset 134 Net assets acquired $ 40,090 2021 Urban One Exchange On April 20, 2021, the Company completed a transaction with Urban One, Inc. ("Urban One") under which the Company exchanged its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company and Urban One began programming the respective stations under local marketing agreements ("LMAs") on November 23, 2020. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with the four station cluster in Charlotte, North Carolina (the "divested stations") and included net revenues and station operating expenses associated with the stations in St. Louis, Missouri, Washington, D.C., and Philadelphia, Pennsylvania (the "acquired stations"). Upon completion of the Urban One Exchange, the Company: (i) removed from its consolidated balance sheet the assets of the divested stations, which were previously classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. The Company's consolidated financial statements for the year ended December 31, 2022 reflect the results of the Urban One Exchange and based upon the timing of the Urban One Exchange, the Company's consolidated financial statements for the year ended December 31, 2021; (a) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect and after the completion of the Urban One Exchange; and (b) do not reflect the results of the divested stations. The Company's consolidated financial statements for the year ended December 31, 2020: (a) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect; and (b) reflect the results of the divested stations until the commencement date of the LMAs. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following table reflects the final allocation of the purchase price to the assets acquired. Final Value (amounts in thousands) Assets Net property and equipment $ 2,254 Total tangible property 2,254 Radio broadcasting licenses 23,233 Total intangible assets $ 23,233 Total assets $ 25,487 2021 Podcorn Acquisition On March 9, 2021, the Company completed the acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash plus working capital and a performance-based earnout over the next two years (the "Podcorn Acquisition"). The Company's consolidated financial statements for the year ended December 31, 2022 reflect the results of Podcorn and the Company's consolidated financial statements for the year ended December 31, 2021 reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition. The Company's consolidated financial statements for the years ended December 31, 2020 do not reflect the results of Podcorn. The Podcorn Acquisition includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to the former owners of Podcorn based upon the achievement of certain annual performance benchmarks over a two-year period. A portion of the contingent consideration could be paid out in 2023 and a portion of the contingent consideration could be paid out in 2024. The timing of the payment of the contingent consideration is dependent upon Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the two-year period is between $0 and $45.2 million. The fair value of the contingent consideration recognized on the acquisition date of $7.7 million was estimated by applying probability-weighted, discounted future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values, as defined in the purchase agreement, for 2022 and 2023, and the discount rate. Since the acquisition date, changes in the projected Adjusted EBITDA and fluctuations in the market-based inputs used to develop the discount rate resulted in a reduction in the discount rate. As a result, the fair value of the contingent consideration at December 31, 2022 decreased $8.8 million to $0.1 million. Changes in the fair value of the contingent considerations are recorded to the Station Operating Expenses line item on the Statement of Operations. The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. Management believes that this acquisition provides the Company with an opportunity to benefit from customer relationships, technical knowledge and trade secrets. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following table reflects the final allocation of the purchase price to the assets acquired and liabilities assumed.. Final Value (amounts in thousands) Assets Cash $ 702 Prepaid expenses, deposits and other 18 Other assets, net of accumulated amortization 2,545 Goodwill 19,637 Deferred tax asset 72 Net working capital 63 Preliminary fair value of net assets acquired $ 23,037 2020 QL Gaming Group Acquisition On November 9, 2020, the Company completed the acquisition of sports data and iGaming affiliate platform QL Gaming Group ("QLGG") in an all cash deal for approximately $32 million (the "QLGG Acquisition"). Based upon the timing of the QLGG Acquisition, the Company's consolidated financial statements for the years ended December 31, 2022 and December 31, 2021 reflect the results of QLGG and the Company's consolidated financial statements for the year ended December 31, 2020, reflect the results of QLGG for the portion of the period after the completion of the QLGG Acquisition. The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. The Company recorded goodwill on its books. Management believes that this acquisition provides the Company with an opportunity to benefit from acquired technology, customer relationships, technical knowledge and trade secrets. The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following table reflects the final allocation of the purchase price to the assets acquired and liabilities assumed. Final Value (amounts in thousands) Assets Net property and equipment $ 8 Other assets, net of accumulated amortization 14,608 Goodwill 18,127 Total intangible and other assets 32,735 Deferred tax liabilities (1,152) Net working capital 12 Preliminary fair value of net assets acquired $ 31,603 2020 Dispositions During the second quarter of 2020, the Company entered into an agreement with Truth Broadcasting Corporation ("Truth") to dispose of property and equipment and two broadcasting licenses in Greensboro, North Carolina. During the fourth quarter of 2020, the Company completed this sale for $0.4 million in cash. The Company reported a loss, net of expenses, of approximately $0.1 million. As a result of this sale, the Company no longer maintains a presence in the Greensboro, North Carolina market. Refer to Note 22, Assets Held For Sale, for additional information. Merger and Acquisition Costs Merger and acquisition costs are expensed and are included within Other expenses in the statement of operations. The Company records merger and acquisition costs whether or not an acquisition occurs. Merger and acquisition costs incurred consist primarily of legal, professional and advisory services related to the acquisition activities described above. Unaudited Pro Forma Summary of Financial Information The following unaudited pro forma information for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, assumes that: (i) the acquisitions in 2022 had occurred as of January 1, 2021; (ii) the acquisitions in 2021 had occurred as of January 1, 2020; and (iii) the acquisition in 2020 had occurred as of January 1, 2019. Refer to information within this Note 3, Business Combinations, for a description of the Company’s acquisition and disposition activities. The unaudited pro forma information presented gives effect to certain adjustments, including: (i) depreciation and amortization of assets; (ii) change in the effective tax rate; (iii) merger and acquisition costs; and (iv) interest expense on any debt incurred to fund the acquisitions which would have been incurred had such acquisitions been consummated at an earlier time. This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future. Years Ended December 31 2022 2021 2020 (amounts in thousands, except per share data) Actual Pro Forma Pro Forma Net revenues $ 1,253,664 $ 1,223,008 $ 1,069,040 Net income (loss) $ (140,671) $ (8,670) $ (254,443) Net income (loss) per common share - basic $ (1.01) $ (0.06) $ (1.89) Net income (loss) per common share - diluted $ (1.01) $ (0.06) $ (1.89) Weighted shares outstanding basic 138,654 135,981 134,571 Weighted shares outstanding diluted 138,654 135,981 134,571 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES Restructuring Charges The following table presents the components of restructuring charges. Years Ended December 31 2022 2021 2020 (amounts in thousands) Workforce reduction $ 6,058 $ 5,521 $ 11,885 Costs to exit duplicative contracts $ 1,450 — — Other restructuring costs 2,500 150 96 Total restructuring charges $ 10,008 $ 5,671 $ 11,981 Restructuring Plan During the third quarter of 2022, the Company initiated a restructuring plan to help mitigate the adverse impact that the current macroeconomic conditions are having on financial results and business operations. During the first quarter of 2020, the Company initiated a restructuring plan to help mitigate the adverse impact that the COVID-19 pandemic is having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the COVID-19 pandemic and current macroeconomic conditions. The restructuring plans primarily included workforce reduction charges that included one-time termination benefits and related costs to mitigate the adverse impacts of the COVID-19 pandemic and current macroeconomic conditions. In connection with the sale of a radio station and the consolidation of studio facilities in a few markets, the Company abandoned certain leases. The Company computed the present value of the remaining lease payments of the lease and recorded lease abandonment costs. These lease abandonment costs include future lease liabilities offset by estimated sublease income. Due to the timing of the lease expirations, the Company assumed there was minimal sublease income. Of the restructuring charges unpaid and outstanding at December 31, 2022, no amount relates to the CBS Radio restructuring plan. The estimated amount of unpaid restructuring charges as of December 31, 2022 includes amounts in accrued expenses that are expected to be paid in less than one year. Years Ended December 31, 2022 2021 2020 (amounts in thousands) Restructuring charges and lease abandonment costs, beginning balance $ 2,623 $ 2,988 $ 4,251 Additions 10,008 5,671 11,981 Payments (9,881) (6,036) (13,244) Restructuring charges and lease abandonment costs unpaid and outstanding 2,750 2,623 2,988 Restructuring charges and lease abandonment costs - noncurrent portion — — (812) Restructuring charges and lease abandonment costs - current portion $ 2,750 $ 2,623 $ 2,176 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Nature Of Goods And Services The Company generates revenue from the sale to advertisers of various services and products, including but not limited to: (i) spot revenues; (ii) digital advertising; (iii) network revenues; (iv) sponsorship and event revenues; and (v) other revenue. Services and products may be sold separately or in bundled packages. The typical length of a contract for service is less than 12 months. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer, in an amount that reflects the consideration it expects to be entitled to in exchange for those products or services. Revenues presented in the consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees by the advertising agencies. The Company also evaluates when it is appropriate to recognize revenue based on the gross amount invoiced to the customer or the net amount retained by the Company if a third party is involved. Revenue is recognized when or as performance obligations under the terms of a contract with customers are satisfied. This typically occurs at the point in time that advertisements are broadcast, marketing services are provided, or as an event occurs. For spot revenues, digital advertising, and network revenues, the Company recognizes revenue at the point in time when the advertisement is broadcast. For event revenues, the Company recognizes revenues at a point in time, as the event occurs. For sponsorship revenues, the Company recognizes revenues over the length of the sponsorship agreement. For trade and barter transactions, revenue is recognized at the point in time when the promotional advertising is aired. For bundled packages, the Company accounts for each product or performance obligation separately if they are distinct. A product or service is distinct if it is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the commercial broadcast time, digital advertising, or digital product and marketing solutions. Spot Revenues The Company sells air-time to advertisers and broadcasts commercials at agreed upon dates and times. The Company's performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Digital Revenues The Company provides targeted advertising through the sale of streaming and display advertisements on its national platforms, audacy.com and eventful.com, the Audacy app, and its station websites. Performance obligations include delivery of advertisements over the Company's platforms or delivery of targeted advertisements directly to consumers. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Through its podcast studio, Cadence 13, LLC. ("Cadence13"), the Company embeds advertisements in its owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Through its podcast studio, Pineapple Street Media LLC ("Pineapple"), the Company creates podcasts, for which it earns production fees. Performance obligations include the delivery of episodes. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the term of the production contract. Network Revenues The Company sells air-time on the Company's Audacy Audio Network. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Sponsorship and Event Revenues The Company sells advertising space at live and local events hosted by the Company across the country. The Company also earns revenues from attendee-driven ticket sales and merchandise sales. Performance obligations include the presentation of the advertisers' branding in highly visible areas at the event. These revenues are recognized at a point in time, when the event occurs and the performance obligations are satisfied. The Company also sells sponsorships including, but not limited to, naming rights related to its programs or studios. Performance obligations include the mentioning or displaying of the sponsors' name, logo, product information, slogan or neutral descriptions of the sponsors' goods or services in acknowledgement of their support. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the length of the sponsorship agreement based upon the fair value of the deliverables included. Other Revenues The Company earns revenues from on-site promotions and endorsements from talent. Performance obligations include the broadcasting of such endorsement at specifically identifiable days and dayparts or at various local events. The Company recognizes revenue at a point in time when the performance obligations are satisfied. The Company earns trade and barter revenue by providing advertising broadcast time in exchange for certain products, supplies, and services. The Company includes the value of such exchanges in both net revenues and station operating expenses. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received. Contract Balances Refer to the table below for information about receivables, contract assets (unbilled receivables) and contract liabilities (unearned revenue) from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $0.8 million and $2.8 million as of December 31, 2022, and December 31, 2021, respectively. December 31, Description 2022 2021 (amounts in thousands) Receivables, included in “Accounts receivable net of allowance for doubtful accounts” $ 260,509 $ 273,217 Unearned revenue - current 13,687 10,638 Unearned revenue - noncurrent 403 474 Changes in Contract Balances The timing of revenue recognition, billings and cash collections results in accounts receivable (billed or unbilled), and customer advances and deposits (unearned revenue) on the Company’s consolidated balance sheet. At times, however, the Company receives advance payments or deposits from its customers before revenue is recognized, resulting in contract liabilities. The contract liabilities primarily relate to the advance consideration received from customers on certain contracts. For these contracts, revenue is recognized in a manner that is consistent with the satisfaction of the underlying performance obligations. The contract liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each respective reporting period within the other current liabilities and other long-term liabilities line items. Significant changes in the contract liabilities balances during the period are as follows: Year Ended December 31, Description Unearned Revenue (amounts in thousands) Beginning balance on January 1, 2022 $ 11,112 Revenue recognized during the period that was included in the beginning balance of contract liabilities (11,112) Additions, net of revenue recognized during period 14,090 Ending balance $ 14,090 Disaggregation of revenue The following table presents the Company’s revenues disaggregated by revenue source: Years Ended December 31, 2022 2021 2020 Revenue by Source (amounts in thousands) Spot revenues $ 798,006 $ 799,687 $ 705,743 Digital revenues 259,135 237,824 189,988 Network revenues 89,897 84,089 80,346 Sponsorships and event revenues 60,074 52,319 42,478 Other revenues 46,552 45,485 42,343 Net revenues $ 1,253,664 $ 1,219,404 $ 1,060,898 Performance obligations A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when the performance obligation is satisfied. Some of the Company’s contracts have one performance obligation which requires no allocation. For other contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company’s performance obligations are primarily satisfied at a point in time and revenue is recognized when an advertisement is aired and the customer has received the benefits of advertising. In rare instances, the Company will enter into contracts when performance obligations are satisfied over a period of time. In these instances, inputs are expended evenly throughout the performance period and the Company recognizes revenue on a straight line basis over the life of the contract. Contract lives are typically less than 12 months. Practical expedients As a practical expedient, when the period of time between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less, the Company will not adjust the promised amount of consideration for the effects of a significant financing component. The Company has contracts with customers which will result in the recognition of revenue beyond one year. From these contracts, the Company expects to recognize $0.4 million of revenue in excess of one year. The Company elected to apply the practical expedient which allows the Company to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in station operating expenses on the consolidated statements of operations. Significant judgments For performance obligations satisfied at a point in time, the Company does not estimate when a customer obtains control of the promised goods or services. Rather, the Company recognizes revenues at the point in time in which performance obligations are satisfied. The Company records a provision against revenues for estimated sales adjustments when information indicates allowances are required. Refer to Note 6, Accounts Receivable And Related Allowance For Doubtful Accounts And Sales Reserves, for additional information. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. |
ACCOUNTS RECEIVABLE AND RELATED
ACCOUNTS RECEIVABLE AND RELATED ALLOWANCE FOR DOUBTFUL ACCOUNTS AND SALES RESERVES | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE AND RELATED ALLOWANCE FOR DOUBTFUL ACCOUNTS AND SALES RESERVES | ACCOUNTS RECEIVABLE AND RELATED ALLOWANCE FOR DOUBTFUL ACCOUNTS AND SALES RESERVES Accounts receivable are primarily attributable to advertising which has been provided and for which payment has not been received from the advertiser. Accounts receivable are net of agency commissions and an estimated allowance for doubtful accounts and sales reserves. Estimates of the allowance for doubtful accounts and sales reserves are recorded based on management’s judgment of the collectability of the accounts receivable based on historical information, relative improvements or deterioration in the age of the accounts receivable, changes in current economic conditions, and expectations of future credit losses. The accounts receivable balances, and the allowance for doubtful accounts and sales reserves, are presented in the following table: Net Accounts Receivable December 31, 2022 2021 (amounts in thousands) Accounts receivable $ 270,781 $ 291,128 Allowance for doubtful accounts and sales reserves (9,424) (15,084) Accounts receivable, net of allowance for doubtful accounts and sales reserves $ 261,357 $ 276,044 See the table in Note 10, Other Current Liabilities, for accounts receivable credits outstanding as of the periods indicated. The following table presents the changes in the allowance for doubtful accounts: Changes In Allowance For Doubtful Accounts Year Ended Balance At Beginning Of Year Additions Charged To Costs And Expenses Deductions From Reserves Balance At End Of Year (amounts in thousands) December 31, 2022 $ 9,949 $ 506 $ (4,153) $ 6,302 December 31, 2021 $ 14,458 $ 3,173 $ (7,682) $ 9,949 December 31, 2020 $ 8,265 $ 16,349 $ (10,156) $ 14,458 In the course of arriving at practical business solutions to various claims arising from the sale to advertisers of various services and products, the Company estimates sales allowances. The Company records a provision against revenue for estimated sales adjustments in the same period the related revenues are recorded or when current information indicates additional allowances are required. These estimates are based on the Company’s historical experience, specific customer information and current economic conditions. If the historical data utilized does not reflect management’s expected future performance, a change in the allowance is recorded in the period such determination is made. The balance of sales reserves is reflected in the accounts receivable, net of allowance for doubtful accounts line item on the consolidated balance sheets. The following table presents the changes in the sales reserves: Changes in Allowance for Sales Reserves Year Ended Balance At Beginning Of Year Additions Charged To Revenues Deductions From Reserves Balance At End Of Year (amounts in thousands) December 31, 2022 $ 5,135 $ 4,324 $ (6,337) $ 3,122 December 31, 2021 $ 4,452 $ 5,586 $ (4,903) $ 5,135 December 31, 2020 $ 9,250 $ 8,768 $ (13,566) $ 4,452 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Leasing Guidance The Company recognizes the assets and liabilities that arise from leases on the commencement date of the lease. The Company recognizes the liability to make lease payments as a lease liability as well as a right-of-use ("ROU") asset representing the right to use the underlying asset for the lease term, on the condensed consolidated balance sheet. Leasing Transactions The Company’s leased assets primarily include real estate, broadcasting towers and equipment. The Company’s leases have remaining lease terms of less than 1 year up to 30 years, some of which include one or more options to extend the leases, with renewal terms up to fifteen years and some of which include options to terminate the leases within the next year. Many of the Company’s leases include options to extend the terms of the agreements. Generally, renewal options are excluded when calculating the lease liabilities, as the Company does not consider the exercise of such options to be reasonably certain. Unless a renewal option is considered reasonably assured, the optional terms and related payments are not included within the lease liability. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s operating leases are reflected on the Company’s balance sheet within the Operating lease right-of-use assets line item and the related current and non-current liabilities are included within the Operating lease liabilities and Operating lease liabilities, net of current portion line items, respectively. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from leases. Operating lease ROU assets and liabilities are recognized at commencement date based upon the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term. As the rate implicit in the lease is not readily determinable for the Company’s operating leases, the Company generally uses an incremental borrowing rate based upon information available at the commencement date to determine the present value of future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In order to measure the operating lease liability and determine the present value of lease payments, the Company estimated what the incremental borrowing rate was for each lease using an applicable treasury rate compatible to the remaining life of the lease and the applicable margin for the Company’s Revolver. In determining whether a contract is or contains a lease at inception of a contract, the Company considers all relevant facts and circumstances, including whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. This consideration involves judgment with respect to whether the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset and whether the Company has the right to direct the use of the identified asset. Lease Expense The components of lease expense were as follows: Lease Cost For the Years Ended December 31, 2022 2021 2020 (amounts in thousands) Operating lease cost $ 50,379 $ 48,999 $ 49,061 Variable lease cost 11,101 11,517 10,575 Short-term lease cost — — — Total lease cost $ 61,480 $ 60,516 $ 59,636 Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, Description 2022 2021 2020 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities $ 54,487 $ 53,838 $ 53,237 Lease liabilities arising from obtaining right-of-use assets $ 33,185 $ 28,608 $ 11,851 Supplemental balance sheet information related to leases was as follows: Description December 31, 2022 December 31, 2021 (amounts in thousands) Operating Leases Operating leases right-of-use assets $ 211,022 $ 229,607 Operating lease liabilities (current) 40,815 39,598 Operating lease liabilities (noncurrent) 196,654 217,281 Total operating lease liabilities $ 237,469 $ 256,879 December 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term Operating leases 7 years 7 years Weighted Average Discount Rate Operating leases 4.7 % 4.7 % Maturities The aggregate maturities of the Company’s lease liabilities as of December 31, 2022, are as follows: Lease Maturities Operating Leases (amounts in thousands) Years ending Years ending December 31: 2023 $ 53,136 2024 48,365 2025 42,303 2026 35,919 2027 29,135 Thereafter 71,134 Total lease payments 279,992 Less: imputed interest (42,523) Total $ 237,469 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL (A) Indefinite-Lived Intangibles Goodwill and certain intangible assets are not amortized for book purposes. They may be, however, amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair value is less than the carrying value of the reporting unit, then a charge is recorded to the results of operations. For goodwill, the Company uses qualitative and quantitative approaches when testing goodwill for impairment. The Company performs a qualitative evaluation of events and circumstances impacting each reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if the Company determines it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, the Company performs a quantitative goodwill impairment test. The Company performs quantitative goodwill impairment tests for reporting units at least once every three years. The Company may only write down the carrying value of its indefinite-lived intangibles. The Company is not permitted to increase the carrying value if the fair value of these assets subsequently increases. The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 3, Business Combinations, and Note 22, Assets Held For Sale, for additional information. Broadcasting Licenses Carrying Amount December 31, December 31, (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,251,546 $ 2,229,016 Disposition of radio stations (see Note 3) (4,377) — Acquisitions (see Note 3) 2,002 23,233 Loss on impairment (See Note 14) (159,089) — Assets held for sale (see Note 22) (856) (703) Ending period balance $ 2,089,226 $ 2,251,546 The following table presents the changes in goodwill. Refer to Note 3, Business Combinations, for additional information. Goodwill Carrying Amount December 31, December 31, (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,062,723 $ 1,042,762 Accumulated loss on impairment as of January 1, (980,547) (980,547) Goodwill beginning balance after cumulative loss on impairment as of January 1, 82,176 62,215 Loss on impairment (18,126) — Acquisitions (see Note 3) — 20,099 Measurement period adjustments to acquired goodwill (135) (138) Ending period balance $ 63,915 $ 82,176 Goodwill balance before cumulative loss on impairment as of December 31, $ 1,062,588 $ 1,062,723 Accumulated loss on impairment as of December 31, (998,673) (980,547) Goodwill ending balance as of December 31, $ 63,915 $ 82,176 Interim Impairment Assessment In evaluating whether events or changes in circumstances indicate that an interim impairment assessment is required, management considers several factors in determining whether it is more likely than not that the carrying value of the Company’s broadcasting licenses or goodwill exceeds the fair value of the Company’s broadcasting licenses or goodwill. The analysis considers: (i) macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets; (ii) industry and market considerations such as deterioration in the environment in which the Company operates, an increased competitive environment, a change in the market for the Company’s products or services, or a regulatory or political development; (iii) cost factors such as increases in labor or other costs that have a negative effect on earnings and cash flows; (iv) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; (v) other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, bankruptcy, or litigation; (vi) events affecting a reporting unit such as a change in the composition or carrying amount of the Company’s net assets; and (vii) a sustained decrease in the Company’s share price. The Company evaluates the significance of identified events and circumstances on the basis of the weight of evidence along with how they could affect the relationship between the carrying value of the Company’s broadcasting licenses and goodwill and their respective fair value amounts, including positive mitigating events and circumstances. Broadcasting Licenses Impairment Test Due to the economic and market conditions related to the COVID-19 pandemic, and a contraction in the expected future economic and market conditions utilized in the annual impairment test conducted in the fourth quarter of 2019, the Company determined that the changes in circumstances warranted an interim impairment assessment on its broadcasting licenses during the second quarter of 2020. Due to changes in facts and circumstances, the Company revised its estimates with respect to projected operating performance and discount rates used in the interim impairment assessment. During the second quarter 2020, the Company completed an interim impairment test for its broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company’s markets and, accordingly, recorded an impairment loss of $4.1 million, ($3.0 million, net of tax). Subsequent to the interim impairment assessment conducted during the second quarter of 2020 , the Company continued to monitor these factors listed above and determined that changes in circumstances warranted an interim impairment assessment on certain of its broadcasting licenses during the third quarter of 2020. During the third quarter of 2020, the Company completed an interim impairment test for certain of its broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $11.8 million, ($8.7 million, net of tax). In connection with the Company's annual impairment assessment conducted during the fourth quarter of 2020, the Company continued to evaluate the appropriateness of the key assumptions used to develop the fair values of its broadcasting licenses. After further consideration of the impact that the COVID-19 pandemic continues to have on the broadcast industry, the Company concluded it was appropriate to revise the discount rate used. This change, which resulted in an increase to the discount rate used, was made to reflect current rates that a market participant could expect and further addressed forecast risk that exists as a result of the COVID-19 pandemic. During the fourth quarter of 2020, the Company completed its annual impairment test for broadcasting licenses at the market level using the Greenfield method. As a result of this annual impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $246.0 million, ($180.4 million, net of tax). The Company determined that an interim impairment assessment was not required in the year 2021. During the fourth quarter of 2021, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company's markets and, accordingly, no impairment was recorded. During the third quarter of 2022, the Company evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for its FCC broadcasting licenses, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was warranted, and completed an interim impairment assessment for its broadcasting licenses at the market level. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $159.1 million ($116.7 million, net of tax). During the fourth quarter of 2022, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company’s markets and, accordingly, no impairment was recorded. Methodology - Broadcasting Licenses The Company performs its broadcasting license impairment test by using the Greenfield method at the market level. Each market’s broadcasting licenses are combined into a single unit of accounting for purposes of testing impairment, as the broadcasting licenses in each market are operated as a single asset. The Company determines the fair value of the broadcasting licenses in each of its markets by relying on a discounted cash flow approach (a ten-year income model) assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These assumptions include, but are not limited to: (i) the discount rate; (ii) the profit margin of an average station within a market, based upon market size and station type; (iii) the forecast growth rate of each radio market; (iv) the estimated capital start-up costs and losses incurred during the early years; (v) the likely media competition within the market area; (vi) the tax rate; and (vii) future terminal values. The methodology used by the Company in determining its key estimates and assumptions was applied consistently to each market. Of the seven variables identified above, the Company believes that the assumptions in items (i) through (iii) above are the most important and sensitive in the determination of fair value. Assumptions and Results – Broadcasting Licenses The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments of each year. Estimates And Assumptions Fourth Quarter Third Quarter Fourth Quarter Fourth Quarter 2020 Third Quarter Second Quarter 2020 Discount rate 9.50 % 9.50 % 8.50 % 8.50 % 7.50 % 8.00 % Operating profit margin ranges for average stations in markets where the Company operates 18% to 33% 20% to 33% 20% to 33% 20% to 36% 24% to 36% 22% to 36% Forecasted growth rate (including long-term growth rate) range of the Company's markets 0.0% to 0.6% 0.0% to 0.6% 0.0% to 0.6% 0.0% to 0.6% 0.0% to 0.7% 0.0% to 0.8% The Company believes it has made reasonable estimates and assumptions to calculate the fair value of its broadcasting licenses. These estimates and assumptions could be materially different from actual results. If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment. Goodwill Impairment Test In November 2020, the Company completed the QLGG Acquisition. QLGG represents a separate division one level beneath the single operating segment and its own reporting unit. For the goodwill acquired in the QLGG Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the annual impairment testing process. The valuation of the acquired goodwill approximated fair value. The podcast reporting unit goodwill, primarily consisting of acquired goodwill from the Cadence13 Acquisition and the Pineapple Acquisition, was subject to a qualitative annual impairment test conducted in the fourth quarter 2020. As a result of the qualitative impairment test, the Company determined it was more likely than not that the fair value of the podcast reporting unit, consisting of goodwill acquired in the Cadence13 Acquisition and the Pineapple Acquisition exceeded their respective carrying amounts. Accordingly, no quantitative impairment assessment was conducted and no impairment was recorded. In March 2021, the Company completed the Podcorn Acquisition. Cadence13, Pineapple and Podcorn represent a single podcasting division one level beneath the single operating segment. Since the operations are economically similar, Cadence13, Pineapple and Podcorn were aggregated into a single podcasting reporting unit for the quantitative impairment assessment conducted in the fourth quarter of 2021. During the fourth quarter of 2021, the Company completed its annual impairment test for its podcasting reporting unit and determined that the fair value of its podcast reporting unit was greater than the carrying value and, accordingly, no impairment was recorded. During the fourth quarter of 2021, the Company completed its annual impairment test for the QLGG reporting unit and determined that the fair value of its QLGG reporting unit was greater than the carrying value and, accordingly, no impairment was recorded. In October 2021, the Company completed the WideOrbit Streaming Acquisition. AmperWave represents a separate division one level beneath the single operating segment and its own reporting unit. For the goodwill acquired in the WideOrbit Streaming Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the annual impairment testing process. The valuation of the acquired goodwill approximated fair value. During the third quarter of 2022, the Company evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any goodwill, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was warranted, and completed an interim impairment assessment for its goodwill at the podcast reporting unit and the QLGG reporting unit. As a result of this interim impairment assessment, the Company determined that the fair value of its QLGG reporting unit was less than the amount reflected in the balance sheet and, accordingly, recorded an impairment loss of $18.1 million. As a result of this impairment assessment, the Company no longer has any goodwill attributable to the QLGG reporting unit. During the fourth quarter of 2022, the Company completed its annual impairment test for its podcasting reporting unit and determined that the fair value of its podcast reporting unit was greater than the carrying value and, accordingly, no impairment was recorded. Methodology - Goodwill The Company used an income approach in computing the fair value of the Company's goodwill. This approach utilized a discounted cash flow method by projecting the Company’s income over a specified time and capitalizing at an appropriate market rate to arrive at an indication of the most probable selling price. Potential impairment is identified by comparing the fair value of the Company's reporting unit to its carrying value, including goodwill. Cash flow projections for the reporting unit include significant judgments and assumptions relating to projected operating profit margin (including revenue and expense growth rates) and the discount rate. Management believes that this approach is commonly used and is an appropriate methodology for valuing the Company. Factors contributing to the determination of the Company’s operating performance were historical performance and/or management’s estimates of future performance. The Company elected to bypass the qualitative assessment for the annual impairment tests of its podcast reporting unit AmperWave and proceeded directly to the quantitative goodwill impairment test by using a discounted cash flow approach (a 5-year income model). Potential impairment is identified by comparing the fair value of each reporting unit to its carrying value. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. The cash flow projections for the reporting units include significant judgments and assumptions relating to the revenue, operating expenses, projected operating profit margins, and the discount rate. Changes in the Company's estimates of the fair value of these assets could result in material future period write-downs of the carrying value of the Company's goodwill. The AmperWave reporting unit was tested as a part of the annual impairment testing using a qualitative assessment. Assumptions And Results - Goodwill The following table reflects the estimates and assumptions used in the interim and annual goodwill impairment assessments of each year: Estimates And Assumptions Fourth Quarter 2022 Third Quarter 2022 Fourth Quarter 2021 Fourth Quarter 2020 Discount rate - podcast reporting unit 11.0 % 11.0 % 9.5 % not applicable Discount rate - QLGG reporting unit not applicable 13.0 % 12.0 % not applicable If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges on its goodwill, which could be material, in future periods. (B) Definite-Lived Intangibles The Company has definite-lived intangible assets that consist of advertiser lists and customer relationships, and acquired advertising contracts. These assets are amortized over the period for which the assets are expected to contribute to the Company’s future cash flows and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For 2022, 2021 and 2020, the Company reviewed the carrying value and the useful lives of these assets and determined they were appropriate. See Note 9, Other Assets, for: (i) a listing of the assets comprising definite-lived assets, which are included in other assets on the balance sheets; (ii) the amount of amortization expense for definite-lived assets; and (iii) the Company’s estimate of amortization expense for definite-lived assets in future periods. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS Other assets consist of the following: Other Assets December 31, 2022 2021 Asset Accumulated Amortization Net Asset Accumulated Amortization Net Period Of Amortization (amounts in thousands) Deferred contracts $ 1,362 $ 1,362 $ — $ 1,362 $ 1,313 $ 49 Term of contract Advertiser lists and customer relationships 31,674 30,973 701 31,674 26,066 5,608 3 to 5 years Other definite-lived assets 26,761 15,095 11,666 26,922 12,302 14,620 Term of contract Total definite-lived intangibles 59,797 47,430 12,367 59,958 39,681 20,277 Debt issuance costs 3,550 616 2,934 3,550 501 3,049 Term of debt Prepaid assets - long-term 141 — 141 2,002 — 2,002 Software costs and other 163,511 48,443 115,068 73,093 23,556 49,537 $ 226,999 $ 96,489 $ 130,510 $ 138,603 $ 63,738 $ 74,865 The following table presents the various categories of amortization expense, including deferred financing costs which are reflected as interest expense: Amortization Expense Other Assets For The Years Ended December 31, 2022 2021 2020 (amounts in thousands) Definite-lived assets $ 9,427 $ 10,140 $ 8,861 Deferred financing expense 5,116 5,613 3,981 Software costs 24,888 9,251 7,752 Total $ 39,431 $ 25,004 $ 20,594 The following table presents the Company’s estimate of amortization expense, for each of the five succeeding years for: (i) other assets; and (ii) definite-lived assets: Future Amortization Expense Total Other Definite-Lived Assets Years ending December 31, (amounts in thousands) 2023 $ 38,245 $ 36,383 $ 1,862 2024 36,385 35,223 1,162 2025 23,540 22,378 1,162 2026 5,237 4,499 738 2027 5,152 4,499 653 Thereafter 8,814 3,749 5,065 Total $ 117,373 $ 106,731 $ 10,642 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | . OTHER CURRENT LIABILITIES Other current liabilities consist of the following as of the periods indicated: Other Current Liabilities December 31, 2022 2021 (amounts in thousands) Accrued compensation $ 25,730 $ 35,917 Accounts receivable credits 4,333 2,506 Advertiser obligations 6,465 2,504 Accrued interest payable 14,933 14,662 Unearned revenue 13,687 10,638 Unfavorable sports liabilities — 4,492 Accrued Sports Rights 3,397 1,085 Accrued benefits 7,640 5,809 Non-income tax liabilities 1,804 1,897 Other 2,560 4,620 Total other current liabilities $ 80,549 $ 84,130 |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | 11. OTHER LONG-TERM LIABILITIES Other long-term liabilities consist of the following as of the periods indicated: Other Long-Term Liabilities December 31, 2022 2021 (amounts in thousands) Deferred compensation $ 24,123 $ 32,730 Unfavorable sports liabilities — 3,867 Unearned revenue 403 474 Other 1,500 11,761 Total other long-term liabilities $ 26,026 $ 48,832 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt was comprised of the following as of December 31, 2022: Long-Term Debt December 31, 2022 2021 (amounts in thousands) Credit Facility Revolver $ 180,000 $ 97,727 Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium 1,116 1,397 813,531 731,539 2027 Notes 6.500% notes due May 1, 2027 460,000 470,000 Plus unamortized premium 3,220 3,964 463,220 473,964 2029 Notes 6.750% notes, due March 31, 2029 540,000 540,000 540,000 540,000 Accounts receivable facility 75,000 75,000 Other debt 23 764 Total debt before deferred financing costs 1,891,774 1,821,267 Current amount of long-term debt — (22,727) Deferred financing costs (excludes the revolving credit) (11,412) (16,409) Total long-term debt, net of current debt $ 1,880,362 $ 1,782,131 Outstanding standby letters of credit $ 5,909 $ 6,069 (A) Senior Debt The 2027 Notes During the second quarter of 2019, the Company and its finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.) ("Audacy Capital Corp."), issued $325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the "Initial 2027 Notes") under an Indenture dated as of April 30, 2019 (the "Base Indenture"). Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. Until May 1, 2022, only a portion of the Initial 2027 Notes could be redeemed at a price of 106.500% of their principal amount plus accrued interest. On or after May 1, 2022, the Initial 2027 Notes may be redeemed, in whole or in part, at a price of 104.875% of their principal amount plus accrued interest. The prepayment premium continues to decrease over time to 100% of their principal amount plus accrued interest. The Company used net proceeds of the offering, along with cash on hand and $89.0 million borrowed under its Revolver, to repay $425.0 million of existing indebtedness under the Company's term loan outstanding at that time (the "Term B-1 Loan"). In connection with this refinancing activity described above, during the second quarter of 2019, the Company: (i) wrote off $1.6 million of unamortized deferred financing costs associated with the Term B-1 Loan; (ii) wrote off $0.2 million of unamortized premium associated with the Term B-1 Loan; and (iii) recorded $3.9 million of new deferred financing costs which will be amortized over the term of the Initial 2027 Notes under the effective interest rate method. During the fourth quarter of 2019, the Company and its finance subsidiary, Audacy Capital Corp., issued $100.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional Notes"). The Additional Notes were issued as additional notes under the Base Indenture, as supplemented by a first supplemental indenture, dated December 13, 2019 (the "First Supplemental Indenture"), and, together with the Base Indenture (the "Indenture"). As of December 31, 2021, the Additional Notes were treated as a single series with the $325.0 million Initial 2027 Notes (together, with the Additional Notes, the "Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional Notes were issued at a price of 105.0% of their principal amount, plus accrued interest from November 1, 2019. As of December 31, 2021, the unamortized premium on the Notes was reflected on the balance sheet as an addition to the Notes. The Company used net proceeds of the Additional Notes offering to repay $96.7 million of existing indebtedness under the Company's Term B-1 Loan. Contemporaneous with this partial pay-down of the Term B-1 Loan, the Company replaced the remaining amount outstanding under the Term B-1 Loan with a Term B-2 loan (the "Term B-2 Loan"). In connection with this refinancing activity described above, during the fourth quarter of 2019, the Company: (i) wrote off $0.3 million of unamortized deferred financing costs associated with the Term B-1 Loan; and (ii) recorded $3.8 million of new deferred financing costs. During the fourth quarter of 2021, the Company and its finance subsidiary, Audacy Capital Corp., issued $45.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes were issued as additional notes under the Indenture. The Additional 2027 Notes are treated as a single series with the $325.0 million Initial 2027 Notes and the $100.0 million Additional Notes (collectively, the "2027 Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional 2027 Notes were issued at a price of 100.750% of their principal amount. The premium on the Additional 2027 Notes will be amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the 2027 Notes is reflect on the balance sheet as an addition to the 2027 Notes. The Company used net proceeds of the Additional 2027 Notes offering to repay $44.6 million of existing indebtedness under the Company's Term B-2 Loan. In connection with this refinancing activity described above, during the fourth quarter of 2021, the Company recorded $0.8 million of new deferred financing costs which will be amortized over the term of the 2027 Notes under the effective interest rate method. The Company also incurred $0.4 million of costs which were classified within refinancing expenses. The 2027 Notes are fully and unconditionally guaranteed on a senior secured second-lien basis by most of the direct and indirect subsidiaries of Audacy Capital Corp. The 2027 Notes and the related guarantees are secured on a second-lien priority basis by liens on substantially all of the assets of Audacy Capital Corp. and the guarantors. A default under the Company's 2027 Notes could cause a default under the Company's Credit Facility or 2029 Notes. Any event of default, therefore, could have a material adverse effect on the Company's business and financial condition. During the second quarter of 2022, the Company repurchased $10.0 million of its 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the 2027 Notes. The 2027 Notes are not a registered security and there are no plans to register the 2027 Notes as a security in the future. 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 as of December 31, 2022, and 2021 and for the years ended December 31, 2022, 2021 and 2020. The Credit Facility The Company's credit agreement (the "Credit Facility"), as amended, is comprised of a $227.3 million Revolver and the Term B-2 Loan as of December 31, 2022. On December 13, 2019, the Company executed an amendment to the Credit Facility ("Amendment No. 4") which, among other things: (i) replaced the Term B-1 Loans with the Term B-2 Loan; (ii) established a new class of revolving credit commitments from a portion of its existing Revolver with a later maturity date; and (iii) made certain other amendments to the Credit Facility. The Company executed Amendment No. 4 which established a new class of revolving credit commitments from a portion of its existing revolving commitments with a later maturity date than the revolving credit commitments immediately prior to the effectiveness of the amendment. All but one of the original lenders in the Revolver agreed to extend the maturity date from November 17, 2022, to August 19, 2024. As a result, approximately $227.3 million (the "New Class Revolver") of the $250.0 million Revolver has a maturity date of August 19, 2024, and approximately $22.7 million (the "Original Class Revolver") of the $250.0 million Revolver had a maturity date of November 17, 2022. The Original Class Revolver provided for interest based upon the Base Rate or LIBOR plus a margin. The Base Rate was the highest of: (i) the administrative agent's prime rate; (ii) the Federal Reserve Bank of New York's Rate plus 0.5%; or (iii) the one month LIBOR Rate plus 1.0%. The margin could increase or decrease based upon the Consolidated Net Secured Leverage Ratio as defined in the agreement. The initial margin was at LIBOR plus 2.25% or the Base Rate plus 1.25%. The New Class Revolver provides for interest based upon the Base Rate or LIBOR plus a margin. The margin may increase or decrease based upon the Consolidated Net First-Lien Leverage Ratio as defined in the agreement. The initial margin is LIBOR plus 2.00% or the prime rate plus 1.00%. In addition, the Original Class Revolver required and the New Class Revolver requires the payment of a commitment fee ranging from 0.375% per annum to 0.5% per annum on the undrawn amount. As of December 31, 2022, the amount available under the Revolver, which includes the impact of outstanding letters of credit, was $41.5 million. The Company expects to use the Revolver to: (i) provide for working capital; and (ii) provide for general corporate purposes, including capital expenditures and any or all of the following (subject to certain restrictions): repurchase of Class A common stock, dividends, investments and acquisitions. In addition, the Credit Facility is secured by a lien on substantially all of the assets (including material real property) of Audacy Capital Corp. and its subsidiaries with limited exclusions. Most of the Company’s subsidiaries, jointly and severally guaranteed the Credit Facility. The assets securing the Credit Facility are subject to customary release provisions which would enable the Company to sell such assets free and clear of encumbrance, subject to certain conditions and exceptions. The Term B-2 Loan has a maturity date of November 17, 2024 and provides for interest based upon LIBOR plus 2.5% or the Base Rate plus 1.5%. The Term B-2 Loan amortizes: (i) with equal quarterly installments of principal in annual amounts equal to 1.0% of the original principal amount of the Term B-2 Loan; and (ii) mandatory yearly prepayments based upon a percentage of Excess Cash Flow as defined in the agreement, subject to incremental step-downs, depending on the Consolidated Net Secured Leverage Ratio. The Excess Cash Flow payment is based on the Excess Cash Flow and Consolidated Net Secured Leverage Ratio for the prior year. The Credit Facility has usual and customary covenants including, but not limited to, a net first-lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times. In certain limited circumstances, if the Company consummates additional acquisition activity permitted under the terms of the Credit Facility, the Consolidated Net First-Lien Leverage Ratio will be increased to 4.5 times for a one year period following the consummation of such permitted acquisition. Failure to comply with the Company’s financial covenant or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders would result in a default under the Company’s Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt repayment could have a material adverse effect on its business. The Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates. Audacy Capital Corp., which is a wholly-owned subsidiary of the Company, holds the ownership interest in various subsidiary companies that own the operating assets, including broadcasting licenses, permits, authorizations and cash royalties. Audacy Capital Corp. is the borrower under the Credit Facility. The assets securing the Credit Facility are subject to customary release provisions which would enable the Company to sell such assets free and clear of encumbrance, subject to certain conditions and exceptions. Under certain covenants, the Company’s subsidiary guarantors are restricted from paying dividends or distributions in excess of amounts defined under the Credit Facility, and the subsidiary guarantors are limited in their ability to incur additional indebtedness under certain restrictive covenants. The 2029 Notes During the first quarter of 2021, the Company and its finance subsidiary, Audacy Capital Corp., issued $540.0 million in aggregate principal amount of senior secured second-lien notes due March 31, 2029 (the "2029 Notes"). Interest on the 2029 Notes accrues at the rate of 6.750% per annum and is payable semi-annually in arrears on March 31 and September 30 of each year. The Company used net proceeds of the offering, along with cash on hand, to: (i) repay $77.0 million of existing indebtedness under the Term B-2 Loan; (ii) repay $40.0 million of drawings under the Revolver; and (iii) fully redeem all of its $400.0 million aggregate principal amount of 7.250% senior notes due 2024 (the "Senior Notes") and to pay fees and expenses in connection with the redemption. In connection with this activity, during the first quarter of 2021, the Company: (i) recorded $6.6 million of new debt issuance costs attributable to the 2029 Notes which will be amortized over the term of the 2029 Notes under the effective interest method; and (ii) $0.4 million of debt issuance costs attributable to the Revolver which will be amortized over the remaining term of the Revolver on a straight line basis. The Company also incurred $0.5 million of costs which were classified within refinancing expenses. The 2029 Notes are fully and unconditionally guaranteed on a senior secured second priority basis by each of the direct and indirect subsidiaries of Audacy Capital Corp. A default under the Company's 2029 Notes could cause a default under the Company's Credit Facility or the 2027 Notes. Any event of default, therefore, could have a material adverse effect on the Company's business and financial condition. The 2029 Notes are not a registered security and there are no plans to register the 2029 Notes as a security in the future. 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. The Credit Facility - Amendment No. 5 On July 20, 2020, Audacy Capital Corp., entered into an amendment ("Amendment No. 5") to the Credit Agreement, dated October 17, 2016 (as previously amended, the "Existing Credit Agreement" and, as amended by Amendment No. 5, the "Credit Agreement"), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 5, among other things: (a) amended the Company's financial covenants under the Credit Agreement by: (i) suspending the testing of the Consolidated Net First Lien Leverage Ratio (as defined in the Credit Agreement) through the Test Period (as defined in the Credit Agreement) ending December 31, 2020; (ii) adding a new minimum liquidity covenant of $75.0 million until December 31, 2021, or such earlier date as the Company may elect (the "Covenant Relief Period"); and (iii) imposing certain restrictions during the Covenant Relief Period, including among other things, certain limitations on incurring additional indebtedness and liens, making restricted payments or investments, redeeming notes and entering into certain sale and lease-back transactions; (b) increased the interest rate and/or fees under the Credit Agreement during the Covenant Relief Period applicable to: (i) 2024 Revolving Credit Loans (as defined in the Credit Agreement) to (x) in the case of Eurodollar Rate Loans (as defined in the Credit Agreement), a customary Eurodollar rate formula plus a margin of 2.50% per annum, and (y) in the case of Base Rate Loans (as defined in the Credit Agreement), a customary base rate formula plus a margin of 1.50% per annum, and (ii) Letter of Credit (as defined in the Credit Agreement) fees to 2.50% times the daily maximum amount available to be drawn under any such Letter of Credit; and (c) modified the definition of Consolidated EBITDA by setting fixed amounts for the fiscal quarters ending June 30, 2020, September 30, 2020, and December 31, 2020, for purposes of testing compliance with the Consolidated Net First Lien Leverage Ratio financial covenant during the Covenant Relief Period, which fixed amounts correspond to the Borrower's Consolidated EBITDA as reported under the Existing Credit Agreement for the Test Period ended March 31, 2020, for the fiscal quarters ending June 30, 2019, September 30, 2019, and December 31, 2019, respectively. Failure to comply with the Company’s financial covenant or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in a default under the Company’s Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt repayment could have a material adverse effect on its business. The Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates. As of December 31, 2022, the Company is in compliance with the financial covenant and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenant is highly dependent on its results of operations. The cash available from the Revolver is dependent on the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing. The Credit Facility - Amendment No. 6 On March 5, 2021, Audacy Capital Corp., entered into an amendment ("Amendment No. 6") to the Credit Agreement, dated October 17, 2016 (as previously amended, the “Existing Credit Agreement” and, as amended by Amendment No. 6, the “Credit Agreement”), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Under the Existing Credit Agreement, during the Covenant Relief Period the Company was subject to a $75.0 million limitation on investments in joint ventures, Affiliates, Unrestricted Subsidiaries and Non-Guarantor Subsidiaries (each as defined in the Existing Credit Agreement) (the “Covenant Relief Period Investment Limitation”). Amendment No. 6, among other things, excludes from the Covenant Relief Period Investment Limitation any investments made in connection with a permitted receivables financing facility. The covenant relief period provided by this amendment has expired. Accounts Receivable Facility On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million Receivables Facility to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Credit Facility. The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement entered into by and among Audacy Operations, Audacy Receivables as seller, the Investors, and DZ BANK, as agent; (ii) a Sale and Contribution Agreement, by and among Audacy Operations, Audacy NY, and Audacy Receivables; and (iii) a Purchase and Sale Agreement and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain wholly-owned subsidiaries of the Company (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY. Pursuant to the Purchase and Sale Agreement, the Originators (other than Audacy NY) have sold, and will continue to sell on an ongoing basis, their accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy NY. Pursuant to the Sale and Contribution Agreement, Audacy NY has sold and contributed, and will continue to sell and contribute on an ongoing basis, its accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy Receivables. Pursuant to the Receivables Purchase Agreement, Audacy Receivables has sold and will continue to sell on an ongoing basis such accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments. Yield is payable to Investors under the Receivables Purchase Agreement at a variable rate based on either one-month SOFR or commercial paper rates plus a margin. Collections on the accounts receivable: (x) will be used to either: (i) satisfy the obligations of Audacy Receivables under the Receivables Facility; or (ii) purchase additional accounts receivable from the Originators; or (y) may be distributed to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acts as the servicer under the Agreements. The Agreements contain representations, warranties and covenants that are customary for bankruptcy-remote securitization transactions, including covenants requiring Audacy Receivables to be treated at all times as an entity separate from the Originators, Audacy Operations, the Company or any of its other affiliates and that transactions entered into between Audacy Receivables and any of its affiliates shall be on arm’s-length terms. The Receivables Purchase Agreement also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Purchase Agreement upon the occurrence of certain specified events with respect to Audacy Receivables, Audacy Operations, the Originators, or the Company, including, but not limited to: (i) Audacy Receivables’ failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios. Specifically, the Receivables Facility requires the Company to comply with a maximum Consolidated Net First-Lein Leverage Ratio that cannot exceed 4.0 times at December 31, 2022. As of December 31, 2022, the Company’s Consolidated Net First-Lein Leverage Ratio was 3.9 times. The Receivables Facility also requires the Company to maintain a minimum tangible net worth, as defined within the agreement, of at least $300.0 million. Additionally, the Receivables Facility requires the Company to maintain minimum liquidity of $25.0 million. This threshold was previously $75.0 million but was amended on January 27, 2023 reducing the minimum liquidity to $25.0 million. The Company has agreed to guarantee the performance obligations of Audacy Operations and the Originators under the Receivables Facility documents. The Company has not agreed to guarantee any obligations of Audacy Receivables or the collection of any of the receivables and will not be responsible for any obligations to the extent the failure to perform such obligations by Audacy Operations or any Originator results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor. In general, the proceeds from the sale of the accounts receivable are used by the SPV to pay the purchase price for accounts receivables it acquires from Audacy NY and may be used to fund capital expenditures, repay borrowings on the Credit Facility, satisfy maturing debt obligations, as well as fund working capital needs and other approved uses. Although the SPV is a wholly owned consolidated subsidiary of Audacy NY, the SPV is legally separate from Audacy NY. The assets of the SPV (including the accounts receivables) are not available to creditors of Audacy NY, Audacy Operations or the Company, and the accounts receivables are not legally assets of Audacy NY, Audacy Operations or the Company. The Receivables Facility is accounted for as a secured financing. The pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Consolidated Balance Sheets. Refer to Note 2, Significant Accounting Policies, for additional information on the consolidated VIE. The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement. At December 31, 2022, the Company had outstanding borrowings of $75.0 million under the Receivables Facility. (B) Senior Unsecured Debt The Senior Notes Simultaneously with entering into the Merger and assuming the Credit Facility on November 17, 2017, the Company also assumed the 7.250% unsecured senior notes (the “Senior Notes”) that were subsequently modified and were set to mature on November 1, 2024 in the amount of $400.0 million. The Senior Notes were originally issued by CBS Radio (now Audacy Capital Corp.) on October 17, 2016. The deferred financing costs and debt premium on the Senior Notes were amortized over the term under the effective interest rate method. As of any reporting period, the amount of any unamortized debt finance costs and debt premium costs were reflected on the balance sheet as a subtraction and an addition to the $400.0 million liability, respectively. Interest on the Senior Notes accrued at the rate of 7.250% per annum and was payable semi-annually in arrears on May 1 and November 1 of each year. In connection with the redemption of the Senior Notes during the first quarter of 2021, the Company wrote off the following amounts to gain/loss on extinguishment of debt: (i) $14.5 million in prepayment premiums for the early retirement of the Senior Notes; (ii) $8.7 million of unamortized premium attributable to the Senior Notes; (iii) $1.0 million of unamortized debt issuance costs attributable to the Senior Notes; and (iv) $1.3 million of unamortized debt issuance costs attributable to the Term B-2 Loan. (C) Net Interest Expense The components of net interest expense are as follows: Net Interest Expense Years Ended December 31, 2022 2021 2020 (amounts in thousands) Interest expense $ 103,470 $ 87,530 $ 86,579 Amortization of deferred financing costs 5,115 5,613 3,981 Amortization of original issue discount (premium) of senior notes (1,024) (1,582) (3,395) Interest income and other investment income (70) (50) (69) Total net interest expense $ 107,491 $ 91,511 $ 87,096 The weighted average interest rate under the Credit Facility (before taking into account the fees on the unused portion of the Revolver) was: (i) 6.8% as of December 31, 2022; and (ii) 2.6% as of December 31, 2021. (D) Interest Rate Transactions During the quarter ended June 30, 2019, the Company entered into an interest rate collar transaction in the notional amount of $560.0 million to hedge the Company's exposure to fluctuations in interest rates on its variable-rate debt. Refer to Note 13, Derivative and Hedging Activities, for additional information. The Company from time to time enters into interest rate transactions with different lenders to diversify its risk associated with interest rate fluctuations of its variable rate debt. Under these transactions, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed notional principal amount against the variable debt. (E) Aggregate Principal Maturities The minimum aggregate principal maturities on the Company’s outstanding debt (excluding any impact from required principal payments based upon the Company’s future operating performance) are as follows: Principal Debt Maturities Term B-2 Revolver 2027 Notes 2029 Notes Accounts Receivable Facility Other Total (amounts in thousands) Years ending December 31 2023 $ — $ — $ — $ — — $ — $ — 2024 632,415 180,000 — — 75,000 23 887,438 2025 — — — — — — — 2026 — — — — — — — 2027 — — 460,000 — — — 460,000 Thereafter — — — 540,000 — — 540,000 Total $ 632,415 $ 180,000 $ 460,000 $ 540,000 $ 75,000 $ 23 $ 1,887,438 (F) Outstanding Letters of Credit The Company is required to maintain standby letters of credit in connection with insurance coverage as described in Note 23, Contingencies And Commitments. (G) Guarantor and Non-Guarantor Financial Information As of December 31, 2022, most of the direct and indirect subsidiaries of Audacy Capital Corp. are guarantors of Audacy Capital Corp.’s obligations under the Credit Facility, the Notes and the Senior Notes. Under certain covenants, the Company’s subsidiary guarantors are restricted from paying dividends or distributions in excess of amounts defined under the 2027 Notes and the 2029 Notes, and the subsidiary guarantors are limited in their ability to incur additional indebtedness under certain restricted covenants. The Company’s borrowing agreements contain restrictions on its ability to pay dividends to its parent under certain facts and circumstances. As of December 31, 2022, these restrictions did not apply. Under the Credit Facility, Audacy Capital Corp. is permitted to make distributions to Audacy, Inc., which are required to pay Audacy, Inc.’s reasonable overhead costs, including income taxes, and other costs associated with conducting the operations of Audacy Capital Corp. and its subsidiaries. |
DERIVATIVE AND HEDGING ACTIVITI
DERIVATIVE AND HEDGING ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE AND HEDGING ACTIVITIES | DERIVATIVE AND HEDGING ACTIVITIES The Company from time to time enters into derivative financial instruments, such as interest rate collar agreements (“Collars”), to manage its exposure to fluctuations in interest rates under the Company’s variable rate debt. Accounting For Derivative Instruments and Hedging Activities The Company recognizes at fair value all derivatives, whether designated in hedging relationships or not, in the balance sheet as either net assets or net liabilities. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item are recognized in the statement of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the statement of operations when the hedged item affects net income. If a derivative does not qualify as a hedge, it is marked to fair value through the statement of operations. Any fees associated with these derivatives are amortized over their term. Cash flows from derivatives are classified in the statement of cash flows within the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. Under these derivatives, the differentials to be received or paid are recognized as an adjustment to interest expense over the life of the contract. In the event the cash flow hedges are terminated early, any amount previously included in comprehensive income (loss) would be reclassified as interest expense to the statement of operations as the forecasted transaction settles. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes ongoing effectiveness assessments by relating all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company’s derivative activities, all of which are for purposes other than trading, are initiated within the guidelines of corporate risk-management policies. The Company reviews the correlation and effectiveness of its derivatives on a periodic basis. The fair value of these derivatives is determined using observable market based inputs (a Level 2 measurement, as described in Note 21, Fair Value Of Financial Instruments) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company’s counterparty for assets and the creditworthiness of the Company for liabilities). Hedge Accounting Treatment During the quarter ended June 30, 2019, the Company entered into a derivative rate hedging transaction in the aggregate notional amount of $560.0 million to manage interest rate risk on the Company’s variable rate debt. The notional amount of the hedging transaction reduces in June of each year and as of December 31, 2022, the notional amount was $220.0 million. During the period of the hedging relationship, the beginning and ending balance of the Company’s variable rate debt was greater than the notional amount of the derivative rate hedging transaction. This transaction is tied to the one-month LIBOR interest rate. Under the Collar transaction, two separate agreements are established with an upper limit, or cap, and a lower limit, or floor, for the Company’s LIBOR borrowing rate. As of December 31, 2022, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment: Type Notional Effective Collar Fixed Expiration Notional Amount (amounts (amounts Cap 2.75% Collar $ 220.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2023 $ 90.0 Total $ 220.0 For the year ended December 31, 2022, the Company recorded the net change in the fair value of this derivative as a gain of $3.2 million (net of a tax benefit of $1.2 million as of December 31, 2022) to the statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of December 31, 2022, the fair value of these derivatives was an asset of $4.0 million, and is recorded as other assets on the balance sheet. The Company does not expect to reclassify any of this amount to the condensed consolidated statement of operations over the next twelve months. The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of December 31, 2022, and December 31, 2021: Accumulated Derivative Gain (Loss) Description December 31, December 31, (amounts in thousands) Accumulated derivative unrealized gain (loss) $ 2,942 $ (289) The following table presents the accumulated net derivative gain (loss) recorded in accumulated other comprehensive income (loss) for the years ended December 31, 2022 , 2021 and 2020 : Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations Years Ended December 31, 2022 2021 2020 2022 2021 2020 (amounts in thousands) $ 3,231 $ 1,500 $ (1,650) $ 232 $ 1,176 $ 663 Undesignated Derivatives The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the equity market risks associated with its non-qualified deferred compensation plan liabilities. The Company pays a floating rate, based on SOFR, on the notional amount of the TRS. The TRS is designed to substantially offset changes in its non-qualified deferred compensation plan's liabilities due to changes in the value of the investment options made by employees. As of December 31, 2022, the notional investments underling the TRS amounted to $24.1 million. The contract term of the TRS is through April 2023 and is settled on a monthly basis, therefore limiting counterparty performance risk. The Company did not designate the TRS as an accounting hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities. |
IMPAIRMENT LOSS
IMPAIRMENT LOSS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENT LOSS | IMPAIRMENT LOSS The following table presents the various categories of impairment loss: Impairment Loss For The Years Ended December 31, 2022 2021 2020 (amounts in thousands) Broadcasting licenses $ 159,089 $ — $ 261,929 Goodwill 18,126 — — ROU Asset 2,892 556 1,064 Property and equipment and other 436 1,658 1,439 Total $ 180,543 $ 2,214 $ 264,432 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Class B Common Stock Shares of Class B common stock are transferable only to Joseph M. Field, David J. Field, certain of their family members, their estates and trusts for any of their benefit. Upon any other transfer, shares of Class B common stock automatically convert into shares of Class A common stock on a one-for-one basis. Dividends Following the payment of the quarterly dividend for the first quarter of 2020, the Company suspended its quarterly dividend program. Any future dividends will be at the discretion of the Board of Directors based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the Company's Credit Facility and the Notes. Under the Credit Facility, the 2027 Notes and the 2029 Notes, the Company may be restricted in the amount available for dividends, share repurchases, investments, and debt repurchases in the future based upon its Consolidated Net First-Lien Leverage Ratio. The amount available can increase over time based upon the Company’s financial performance and used when its Consolidated Net First-Lien Leverage Ratio is less than or equal to the maximum Secured Leverage Ratio permitted at the time. There are certain other limitations that apply to its use. The Company did not pay any dividends during the years ended December 31, 2022 and 2021. Dividend Equivalents The Company’s grants of restricted stock units ("RSUs") include the right, upon vesting, to receive a cash payment equal to the aggregate amount of dividends, if any, that holders would have received on the shares of common stock underlying their RSUs if such RSUs had been vested during the period. The following table presents the amounts accrued and unpaid on unvested RSUs: Balance Sheet Dividend Equivalent Liabilities December 31, 2022 2021 (amounts in thousands) Short-term Other current liabilities $ 229 $ 351 Long-term Other long-term liabilities 1 92 Total $ 230 $ 443 Deemed Stock Repurchase When RSUs Vest Upon vesting of RSUs, a tax obligation is created for both the employer and the employee. Unless employees elect to pay their tax withholding obligations in cash, the Company withholds shares of stock in an amount sufficient to cover their tax withholding obligations. The withholding of these shares by the Company is deemed to be a repurchase of its stock. The following table provides summary information on the deemed repurchase of vested RSUs: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Shares of stock deemed repurchased 702 386 510 Amount recorded as financing activity $ 1,883 $ 2,066 $ 1,527 Employee Stock Purchase Plan On May 10, 2022 the Company approved an amendment and restatement of the Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares available for issuance thereunder. The Company’s ESPP allows participants to purchase the Company’s stock at a price equal to 85% of the market value of such shares on the purchase date. The maximum number of shares authorized to be issued under the amended ESPP is 2.0 million. Pursuant to this plan, the Company does not record compensation expense to the employee as income subject to tax on the difference between the market value and the purchase price, as this plan was designed to meet the requirements of Section 423(b) of the Internal Revenue Code (the "Code"). The Company recognizes the 15% discount in the Company’s consolidated statements of operations as non-cash compensation expense. Following the purchase of shares under the ESPP for the first quarter of 2020, the Company temporarily suspended the ESPP. The ESPP resumed on July 1, 2021 and suspended again effective January 1, 2023. The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Number of shares purchased 584 106 166 Non-cash compensation expense recognized $ 64 $ 47 $ 43 Share Repurchase Program On November 2, 2017, the Company’s Board of Directors announced a share repurchase program (the “2017 Share Repurchase Program”) to permit the Company to purchase up to $100.0 million of the Company’s issued and outstanding shares of Class A common stock through open market purchases. Shares repurchased by the Company under the 2017 Share Repurchase Program will be at the discretion of the Company based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the Company’s Credit Facility, the 2027 Notes and the 2029 Notes. During the years ended December 31, 2022, 2021 and 2020, the Company did not repurchase any shares under the 2017 Share Repurchase Program. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | 16. NET INCOME (LOSS) PER COMMON SHARE Net income per common share is calculated as basic net income per share and diluted net income per share. Basic net income per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share is computed in the same manner as basic net income after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes the potential dilution that could occur: (i) if the RSUs with service conditions were fully vested (using the treasury stock method); (ii) if all of the Company’s outstanding stock options that are in-the-money were exercised (using the treasury stock method); (iii) if the RSUs with service and market conditions were considered contingently issuable; and (iv) if the RSUs with service and performance conditions were considered contingently issuable. The Company considered whether the options to purchase Class A common stock in connection with the ESPP were potentially dilutive and concluded there were no dilutive shares as all options are automatically exercised at the balance sheet date. The Company considered the allocation of undistributed net income for multiple classes of common stock and determined that it was appropriate to allocate undistributed net income between the Company’s Class A and Class B common stock on an equal basis. For purposes of making this determination, the Company’s charter provides that the holders of Class A and Class B common stock have equal rights and privileges except with respect to voting on most other matters where Class B shares voted by Joseph Field or David Field have a 10 to 1 super vote. The following tables present the computations of basic and diluted net income (loss) per share from continuing operations and discontinued operations: Year Ended December 31, 2022 2021 2020 (amounts in thousands, except share and per share Basic Income (Loss) Per Share Numerator Net income (loss) $ (140,671) $ (3,572) $ (242,224) Denominator Basic weighted average shares outstanding 138,653,951 135,981,419 134,570,672 Net income (loss) per share - Basic $ (1.01) $ (0.03) $ (1.80) Diluted Income (Loss) Per Share Numerator Net income (loss) $ (140,671) $ (3,572) $ (242,224) Denominator Basic weighted average shares outstanding 138,653,951 135,981,419 134,570,672 Effect of RSUs and options under the treasury stock method — — — Diluted weighted average shares outstanding 138,653,951 135,981,419 134,570,672 Net income (loss) per share - Diluted $ (1.01) $ (0.03) $ (1.80) Disclosure of Anti-Dilutive Shares The following table presents those shares excluded as they were anti-dilutive: Impact Of Equity Awards Years Ended December 31, 2022 2021 2020 (amounts in thousands, except per share data) Dilutive or anti-dilutive for all potentially dilutive equivalent shares anti-dilutive anti-dilutive anti-dilutive Excluded shares as anti-dilutive under the treasury stock method: Options excluded — 609 609 Price range of options excluded: from $ — $ 3.54 $ 3.54 Price range of options excluded: to $ — $ 13.98 $ 13.98 RSUs with service conditions 3,687 464 2,689 Excluded RSUs with service and market conditions as market conditions not met 750 75 — Excluded shares as anti-dilutive when reporting a net loss 881 2,206 139 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Equity Compensation Plan On May 10, 2022, the Company approved the Audacy 2022 Equity Compensation Plan (the “Plan”) and terminated the existing Audacy Equity Compensation Plan and the Audacy Acquisition Equity Compensation Plan, subject to the continued vesting of equity awards that were still outstanding under those plans. The Plan will continue in effect for a term of ten years unless terminated or amended earlier pursuant to the termination provisions under the Plan. Under the Plan, the Company is permitted to grant Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Dividend Equivalents. The maximum aggregate number of shares that may be issued under the Plan is equal to 11.75 million shares. As of December 31, 2022, the shares available for grant were 9.8 million shares. Accounting for Share-Based Compensation The measurement and recognition of compensation expense, for all share-based payment awards made to employees and directors, is based on estimated fair values. The fair value is determined at the time of grant: (i) using the Company’s stock price for RSUs; (ii) using the Black Scholes model for options and (iii) and using a Monte Carlo simulation lattice model for RSUs with service and market conditions . The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. Forfeitures are recognized as they occur. RSU Activity The following is a summary of the changes in RSUs under the Plans during the current period: Period Ended Number of Restricted Stock Units Weighted Average Purchase Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value as of December 31, 2022 (amounts in thousands) RSUs outstanding as of: December 31, 2021 7,342 RSUs awarded December 31, 2022 1,776 RSUs released December 31, 2022 (2,371) RSUs forfeited December 31, 2022 (677) RSUs outstanding as of: December 31, 2022 6,070 $ — 0.8 $ 1,311 RSUs vested and expected to vest as of: December 31, 2022 6,070 $ — 0.8 $ 1,303 RSUs exercisable (vested and deferred) as of: December 31, 2022 5 $ — 0.0 $ 1 Weighted average remaining recognition period in years 1.4 Unamortized compensation expense $ 8,539 The following table presents additional information on RSU activity: Years Ended December 31, 2022 2021 2020 Shares Amount Shares Amount Shares Amount (amounts in thousands, except per share data) RSUs issued 1,776 $ 2,742 3,513 $ 10,836 3,793 $ 10,073 RSUs forfeited - service based (677) (2,674) (233) (678) (403) (624) Net RSUs issued and increase (decrease) to paid-in capital 1,099 $ 68 3,280 $ 10,158 3,390 $ 9,449 Weighted average grant date fair value per share $ 1.54 $ 3.08 $ 2.66 Fair value of shares vested per share $ 3.88 $ 7.49 $ 7.55 RSUs vested and released 2,371 1,477 1,712 RSUs With Service and Market Conditions The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (i) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (ii) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one The following table presents the changes in outstanding RSUs with market conditions: Years Ended December 31, 2022 2021 2020 (amounts in thousands, except per share data) Reconciliation of RSUs with Service And Market Conditions Beginning of period balance 31 — 70 Number of RSUs granted 750 31 — Number of RSUs forfeited (31) — (70) Number of RSUs vested — — — End of period balance 750 31 — Weighted average fair value of RSUs granted with market conditions $ 0.96 $ 1.34 $ — The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ. Years Ended December 31, 2022 Expected Volatility Structure (1) 91 % Risk Free Interest Rate (2) 2.75 % Annual Dividend Payment Per Share (Constant) (3) — % (1) Expected Volatility Term Structure - The Company estimated the volatility term structure using: (i) the historical volatility of its stock. (2) Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using the Treasury bond rate as of the date of grant. (3) Annual Dividend Payment Per Share (Constant) - The Company assumed the historical dividend yield in effect at the date of the grant. RSUs with Service and Performance Conditions In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plans, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed. The Company determines the requisite service period on a case-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change. There was no activity in 2022, 2021, or 2020. As of December 31, 2022, no non-cash compensation expense was recognized for RSUs with performance conditions. Option Activity There was no option activity in the year ended December 31, 2022. Period Ended Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value as of December 31, 2022 (amounts in thousands, except per share data) Options outstanding as of: December 31, 2021 609 $ 11.33 Options exercised December 31, 2022 — — Options outstanding as of: December 31, 2022 609 $ 11.33 1.8 $ — Options vested and expected to vest as of: December 31, 2022 609 $ 11.33 1.8 $ — Options vested and exercisable as of: December 31, 2022 609 $ 11.33 1.8 $ — Weighted average remaining recognition period in years 0 Unamortized compensation expense $ — The following table summarizes significant ranges of outstanding and exercisable options as of the current period: Range of Exercise Prices Options Outstanding Options Exercisable Number of Options Outstanding December 31, 2022 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Exercisable December 31, 2022 Weighted Average Exercise Price From To $3.54 $ 7.01 66,775 6.5 $ 5.40 66,775 $ 5.40 $9.66 $ 13.98 542,582 1.2 $ 12.06 542,582 $ 12.06 $0.17 $ 13.98 609,357 1.8 $ 11.33 609,357 $ 11.33 The following table provides summary information on the granting and vesting of options: Years Ended December 31, Option Issuance and Exercise Data 2022 2021 2020 (amounts in thousands except for per share and years) From To From To From To Exercise price range of options issued $ — $ — $ — $ — $ — $ — Upon vesting, period to exercise in years 0 0 0 0 0 0 Fair value per share upon grant $ — $ — $ — Number of options granted — — — Intrinsic value per share upon exercise $ — $ 4.07 $ — Intrinsic value of options exercised $ — $ 814 $ — Tax benefit from options exercised $ — $ 217 $ — Cash received from exercise price of options exercised $ — $ 86 $ — Valuation Of Options The Company estimates the fair value of option awards on the date of grant using an option-pricing model. The Company used the straight-line single option method for recognizing compensation expense, which was reduced for estimated forfeitures based on awards ultimately expected to vest. The Company’s determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option- pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. The Company’s stock options have certain characteristics that are different from traded options, and changes in the subjective assumptions could affect the estimated value. For options granted, the Company used the Black-Scholes option-pricing model and determined: (i) the term by using the simplified plain-vanilla method as the Company’s employee exercise history may not be indicative for estimating future exercises; (ii) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; (iii) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S. Treasury yield curve in effect at the time of the grant; and (iv) an annual dividend yield based upon the Company’s most recent quarterly dividend at the time of grant. In connection with the QLGG Acquisition in 2020, the Company applied the above described valuation methodologies to determine the fair value for those options assumed. Recognized Non-Cash Stock-Based Compensation Expense The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Station operating expenses $ 3,290 $ 4,181 $ 2,348 Corporate general and administrative expenses 5,039 8,753 6,907 Stock-based compensation expense included in operating expenses 8,329 12,934 9,255 Income tax benefit (1) 1,656 2,929 2,222 After-tax stock-based compensation expense $ 6,673 $ 10,005 $ 7,033 (1) Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Effective Tax Rate - Overview The Company’s effective income tax rate may be impacted by: (i) changes in the level of income in any of the Company’s taxing jurisdictions; (ii) changes in the statutes, rules and tax rates applicable to taxable income in the jurisdictions in which the Company operates; (iii) changes in the expected outcome of income tax audits; (iv) changes in the estimate of expenses that are not deductible for tax purposes; (v) income taxes in certain states where the states’ current taxable income is dependent on factors other than the Company’s consolidated net income; and (vi) adding facilities in states that on average have different income tax rates from states in which the Company currently operates and the resulting effect on previously reported temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities. The Company’s annual effective tax rate may also be materially impacted by tax expense associated with non-amortizable assets such as broadcasting licenses and goodwill and changes in the deferred tax valuation allowance. An impairment loss for financial statement purposes will result in an income tax benefit during the period incurred as the amortization of some portion of the Company’s broadcasting licenses and goodwill is deductible for income tax purposes. Expected and Reported Income Taxes (Benefit) Income tax expense (benefit) from continuing operations computed using the United States federal statutory rates is reconciled to the reported income tax expense (benefit) from continuing operations as follows: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Federal statutory income tax rate 21 % 21 % 21 % Computed tax expense at federal statutory rates on income before income $ (37,999) $ (800) $ (68,602) State income tax expense, net of federal benefit (6,666) (502) (18,538) Goodwill impairment 3,807 — — Valuation allowance current year activity — — — Tax impact of share-based awards 832 626 1,424 Transaction costs — 43 19 Rate change related to NOL carryback — (2,353) — Nondeductible expenses and other (249) 2,748 1,818 Income taxes $ (40,275) $ (238) $ (83,879) Effective Income Tax Rates The Company recognized an income tax benefit at an effective income tax rate of 22.26% for 2022. This rate was higher than the federal statutory rate of 21% primarily due to the impact of state and local income taxes. The Company recognized an income tax benefit at an effective income tax rate of 6.20% for 2021. This rate was lower than the federal statutory rate of 21% primarily due to the impact of nondeductible expenses and discrete income tax expense items related to the shortfall associated with share-based awards. The effective income tax rate was 25.70% for 2020. This rate was higher than the federal statutory rate of 21% primarily due to the impact of state and local income taxes. Income Tax Expense Income tax expense (benefit) for each year is summarized in the table below. Years Ended December 31, 2022 2021 2020 Current: (amounts in thousands) Federal $ (5,746) $ (15,135) $ (5,542) State 2,622 934 (1,359) Total current (3,124) (14,201) (6,901) Deferred: Federal (26,018) 15,545 (54,886) State (11,133) (1,582) (22,092) Total deferred (37,151) 13,963 (76,978) Total income taxes (benefit) $ (40,275) $ (238) $ (83,879) Deferred Tax Assets and Deferred Tax Liabilities The income tax accounting process to determine the Company’s deferred tax assets and liabilities involves estimating all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities based on tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. These estimates include assessing the likely future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Changes to these estimates could have a future impact on the Company’s financial position or results of operations. The components of deferred tax assets and liabilities as of December 31, 2022 and 2021, are as detailed below. December 31, 2022 2021 (amounts in thousands) Deferred tax assets: Federal and state income tax loss carryforwards $ 71,349 $ 72,600 Share-based compensation 2,983 3,636 Investments - impairments 350 350 Lease rental obligations 3 2,232 Deferred compensation 6,489 8,756 Interest Expense Limitation Carryforward 34,525 13,580 Debt fair value adjustment 1,156 1,429 Reserves 551 551 Lease liability 63,335 68,512 Employee benefits 2,151 2,046 Provision for doubtful accounts 2,514 4,023 Other non-current — 5,106 Total deferred tax assets before valuation allowance 185,406 182,821 Valuation allowance (20,158) (21,249) Total deferred tax assets $ 165,248 $ 161,572 Deferred tax liabilities: Lease ROU asset (56,283) (61,240) Property, equipment and certain intangibles (48,159) (46,668) Broadcasting licenses and goodwill (507,176) (541,329) Other non-current (7,008) — Total deferred tax liabilities $ (618,626) $ (649,237) Total net deferred tax liabilities $ (453,378) $ (487,665) Valuation Allowance for Deferred Tax Assets Judgment is required in estimating valuation allowances for deferred tax assets. Deferred tax assets are reduced by a valuation allowance if an assessment of their components indicates that it is more likely than not that all or some portion of these assets will not be realized. The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in the carryforward periods under tax law. The Company periodically assesses the need for valuation allowances for deferred tax assets based on more-likely-than-not realization threshold criteria. In the Company’s assessment, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, forecasts of future profitability, the duration of statutory carryforward periods and any ownership change limitations under Section 382 of the Code on the Company’s future income that can be used to offset historic losses. For 2022, the Company’s ability to utilize net operating loss carryforwards (“NOLs”) was limited under Section 382 of the Code as a result of the Merger. For federal income tax purposes, the acquisition of CBS Radio (now Audacy Capital Corp.) was treated as a reverse acquisition which caused the Company to undergo an ownership change under Section 382 of the Code. The utilization of these NOLs in future years will be subject to an annual limitation. In addition, Audacy Capital Corp. has federal NOLs that are subject to a separate IRC Section 382 annual limitation. As changes occur in the Company’s assessments regarding its ability to recover its deferred tax assets, the Company’s tax provision is increased in any period in which the Company determines that the recovery is not probable. The following table presents the changes in the deferred tax asset valuation allowance for the periods indicated: Year Ended Balance at Increase Increase Purchase Balance At (amounts in thousands) December 31, 2022 $ 21,249 $ (1,091) $ — $ — $ 20,158 December 31, 2021 24,399 (3,151) — — 21,249 December 31, 2020 25,440 (1,041) — — 24,399 Liabilities for Uncertain Tax Positions The Company recognizes liabilities for uncertain tax positions based on whether evidence indicates that it is more likely than not that the position will be sustained on audit. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to estimate the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. Changes in assumptions may result in the recognition of a tax benefit or an additional charge to the tax provision. The Company classifies interest and penalties that are related to income tax liabilities as a component of income tax expense. The income tax liabilities and accrued interest and penalties are presented as non-current liabilities, as payments are not anticipated within one year of the balance sheet date. These non-current income tax liabilities are recorded in other long-term liabilities in the consolidated balance sheets. The Company’s liabilities for uncertain tax positions are reflected in the following table: December 31, 2022 2021 (amounts in thousands) Liabilities for uncertain tax positions Interest and penalties $ (297) $ 156 Total $ (297) $ 156 The amounts for interest and penalties expense reflected in the statements of operations were eliminated in the statements of cash flows under net deferred taxes (benefit) and other as no cash payments were made during these periods. The following table presents the expense (income) for uncertain tax positions, which amounts were reflected in the consolidated statements of operations as an increase (decrease) to income tax expense: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Interest and penalties (income) (297) 156 868 Total income taxes (benefit) from uncertain tax positions $ (297) $ 156 $ 868 The following table presents the gross amount of changes in unrecognized tax benefits: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Beginning of year balance $ (6,204) $ (6,488) $ (6,719) Prior year positions Reductions due to statute lapse 463 284 231 End of year balance $ (5,741) $ (6,204) $ (6,488) Ending liability balance included above that was reflected as an offset to $ (5,741) $ (6,204) $ (6,488) The gross amount of the Company’s unrecognized tax benefits is reflected in the above table which, if recognized, may impact the Company’s effective income tax rate in the period of recognition. The total amount of unrecognized tax benefits could increase or decrease within the next 12 months for a number of reasons including the expiration of statutes of limitations, audit settlements and tax examination activities. As of December 31, 2022, there were no significant unrecognized net tax benefits (exclusive of interest and penalties) that over the next 12 months are subject to the expiration of various statutes of limitation. Interest and penalties accrued on uncertain tax positions are released upon the expiration of statutes of limitations. Federal and State Income Tax Audits The Company is subject to federal, state and local income tax audits from time to time that could result in proposed assessments. Management believes that the Company has made sufficient tax provisions for tax periods that are within the statutory period of limitations not previously audited and that are potentially open for examination by the taxing authorities. Potential liabilities associated with these years will be resolved when an event occurs to warrant closure, primarily through the completion of audits by the taxing jurisdictions, or if the statute of limitations expires. To the extent audits or other events result in a material adjustment to the accrued estimates, the effect would be recognized during the period of the event. There can be no assurance, however, that the ultimate outcome of audits will not have a material adverse impact on the Company’s financial position, results of operations or cash flows. The Company cannot predict with certainty how these audits will be resolved and whether the Company will be required to make additional tax payments, which may include penalties and interest. For most states where the Company conducts business, the Company is subject to examination for the preceding three to six years. In certain states, the period could be longer. Income Tax Payments, Refunds and Credits The following table provides the amount of income tax payments and income tax refunds for the periods indicated: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Federal and state income tax payments (refunds) $ (14,554) $ (300) $ 2,724 Net Operating Loss Carryforwards As a result of the Merger with CBS Radio on November 17, 2017, changes in the cumulative ownership percentages triggered a significant limitation in the Company's NOL carryforward utilization. The Company’s ability to use its federal NOL and credit carryforwards is subject to annual limitations as defined in Section 382 of the Code. Audacy Capital Corp. also had federal NOLs that are subject to a separate IRS Section 382 limitation. As a result, the Company has recorded a valuation allowance against a portion of its federal NOLs as it anticipates utilizing $224.0 million of its NOL carryforwards. The Company has recorded a valuation allowance for its pre-Merger state NOLs as the Company does not expect to obtain a benefit in future periods. In addition, utilization in future years of the NOL carryforwards may be subject to limitations due to the changes in ownership provisions under Section 382 of the Code and similar state provisions. The Company will continue to assess the ability of these carryforwards to be realized in subsequent periods. The NOLs in the following table reflect an estimate of the NOLs for the 2022 tax filing year as these returns will not be filed until later in 2023: Net Operating Losses December 31, 2022 NOLs NOL Expiration Period (amounts in (in years) Federal NOL carryforwards $ 224,007 2030 to indefinite State NOL carryforwards $ 509,618 2022 to indefinite Interest Expense limitation carryforward $ 129,446 Indefinite |
SUPPLEMENTAL CASH FLOW DISCLOSU
SUPPLEMENTAL CASH FLOW DISCLOSURES ON NON-CASH ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURES ON NON-CASH ACTIVITIES | SUPPLEMENTAL CASH FLOW DISCLOSURES ON NON-CASH ACTIVITIES The following table provides non-cash disclosures during the periods indicated: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Operating Activities Barter revenues $ 11,396 $ 10,107 $ 9,616 Barter expenses $ 11,396 $ 10,094 $ 9,604 Financing Activities Increase in paid-in capital from the issuance of RSUs $ 2,742 $ 10,836 $ 10,073 Decrease in paid-in capital from the forfeiture of RSUs (2,674) (678) (624) Net paid-in capital of RSUs issued (forfeited) $ 68 $ 10,158 $ 9,449 Investing Activities Change in noncash additions to property and equipment and intangibles $ (8,757) $ (1,813) $ 2,901 Net radio station assets given up in a market $ (4,496) $ (21,407) $ — Net radio station assets acquired in a market $ 1,959 $ 25,487 $ — Contingent Consideration $ — $ 7,714 $ — |
EMPLOYEE SAVINGS AND BENEFIT PL
EMPLOYEE SAVINGS AND BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE SAVINGS AND BENEFIT PLANS | EMPLOYEE SAVINGS AND BENEFIT PLANS Deferred Compensation Plans The Company provides certain of its employees and the Board of Directors with an opportunity to defer a portion of their compensation on a tax-favored basis. The obligations by the Company to pay these benefits under the deferred compensation plans represent unsecured general obligations that rank equally with the Company’s other unsecured indebtedness. Amounts deferred under these plans were included in other long-term liabilities in the consolidated balance sheets. Any change in the deferred compensation liability for each period is recorded to corporate general and administrative expenses and to station operating expenses in the statement of operations. Further contributions under these plans have been frozen. Years Ended December 31, Benefit Plan Disclosures 2022 2021 2020 (amounts in thousands) Deferred compensation Beginning of period balance $ 32,730 $ 33,474 $ 33,229 Employee compensation deferrals — — — Employee compensation payments (4,462) (5,113) (3,333) Increase (decrease) in plan fair value (4,145) 4,369 3,578 End of period balance $ 24,123 $ 32,730 $ 33,474 401(k) Savings Plan The Company has a savings plan which is intended to be qualified under Section 401(k) of the Code. The plan is a defined contribution plan, available to all eligible employees, and allows participants to contribute up to the legal maximum of their eligible compensation, not to exceed the maximum tax-deferred amount allowed by the Internal Revenue Service. The Company’s discretionary matching contribution is subject to certain conditions. The Company’s contributions for 2022 and 2020 were $6.8 million and $2.2 million, respectively. As discussed above, in response to the COVID-19 pandemic, the Company temporarily suspended its 401(k) matching program in 2020. The 401(k) match resumed on January 1, 2022. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value of Financial Instruments Subject to Fair Value Measurements The Company has determined the types of financial assets and liabilities subject to fair value measurement are: (i) certain tangible and intangible assets subject to impairment testing as described in Note 8, Intangible Assets And Goodwill; (ii) financial instruments as described in Note 12, Long-Term Debt; (iii) deemed deferred compensation plans as described in Note 20, Employee Savings And Benefit Plans; (iv) lease abandonment liabilities ; and (v) interest rate derivative transactions that are outstanding from time to time as described in Note 13, Derivative And Hedging Activities. The fair value is the price that would be received upon the sale of an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent to the inputs of the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy assigns the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 – Pricing inputs include significant inputs that are generally less observable than objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. At each balance sheet date, the Company performs an analysis of all instruments and includes in Level 3 all of those whose fair value is based on significant unobservable inputs. Recurring Fair Value Measurements The following table sets forth the Company’s financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels. Fair Value Measurements At Reporting Date Description Balance at December 31, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Assets Interest rate cash flow hedge (3) $ 4,012 $ — $ 4,012 $ — $ — Liabilities Deferred compensation plan liabilities (1) $ 24,123 $ 19,944 $ — $ — $ 4,179 Contingent Consideration (4) $ 12 $ — $ — $ 12 $ — Description Balance at December 31, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 32,730 $ 26,839 $ — $ — $ 5,891 Interest rate cash flow hedge (3) $ 394 $ — $ 394 $ — $ — Contingent Consideration (4) $ 8,783 $ — $ — $ 8,783 $ — (1) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. (2) The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy. (3) The Company’s interest rate collar, which is included in other long-term liabilities at December 31, 2021 and other assets, net of accumulated amortization at December 31, 2022, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity. (4) In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value included the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate. Using an initial discount rate of 10.5%, the fair value of the contingent consideration was $7.7 million at the acquisition date. Due to fluctuation in the market-based inputs used to develop the discount rate, the discount rate decreased to 9.0% at December 31, 2022. Additionally, a reduction in Adjusted EBITDA values for 2022 resulted in a lower expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at December 31, 2022 decreased $8.8 million to $0.1 million. This balance is included in other long-term liabilities. Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. During the second, third and fourth quarters of 2020, the Company conducted interim and annual impairment assessments on its broadcasting licenses. As a result of these impairment assessments, the Company determined the fair values of the broadcasting licenses were less than their respective carrying values. Accordingly, the Company recorded impairment charges in the second, third and fourth quarters of 2020. Refer to Note 8, Intangible Assets and Goodwill, for additional information. During the fourth quarter of 2020, the Company conducted a qualitative impairment assessment on its goodwill attributable to the podcast reporting unit. As a result of the qualitative impairment test, the Company determined it was more likely than not that the fair value of the podcast reporting unit exceeded its respective carrying amount. Refer to Note 8, Intangible Assets and Goodwill, for additional information. For the goodwill acquired in the QLGG Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the annual impairment testing process. The valuation of the acquired reporting unit approximated fair value. Refer to Note 8, Intangible Assets and Goodwill, for additional information. There were no events or changes in circumstances which indicated the Company’s investments, property and equipment, or other intangible assets may not be recoverable, other than as described below. During the year ended December 31, 2022, the Company recorded a $2.9 million impairment charge related to ROU asset impairment. The impairment charge was recognized within the impairment loss line item on the consolidated statement of operations. Refer to Note 14, Impairment Loss, for additional information. The Company performs review of its ROU assets for impairment when evidence exists that the carrying value of an asset may not be recoverable. During the first, second and third quarters of 2021, the Company recorded a $0.3 million impairment charge, a $0.2 million impairment charge, and a $0.1 million impairment charge, respectively, related to ROU asset impairment. During the first quarter of 2021, the Company recorded a $0.1 million impairment charge related to abandoned furniture and fixtures and a $0.2 million impairment charge related to abandoned computers and equipment. During the second quarter of 2021, the Company recorded a $0.5 million impairment charge related to abandoned computers and equipment. During the fourth quarter of 2021, the Company recorded a $0.9 million impairment charge related to abandoned computers software and disposed property, plant and equipment. During the first quarter of 2020, the Company recorded a $1.1 million impairment charge related to ROU asset impairment. The impairment charge was recognized within the impairment loss line item on the consolidated statement of operations. Refer to Note 14, Impairment Loss, for additional information. During the fourth quarter of 2020, the Company recorded a $1.4 million impairment charge related to computer software. The impairment charge was recognized within the impairment loss line item on the consolidated statement of operations. Refer to Note 14, Impairment Loss, for additional information. Fair Value of Financial Instruments Subject to Disclosures The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts. The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (i) cash and cash equivalents; (ii) accounts receivable; and (iii) accounts payable, including accrued liabilities. The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the periods indicated: December 31, December 31, Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) Term B Loans (1) $ 632,415 $ 454,548 $ 632,415 $ 626,881 Revolver (2) $ 180,000 $ 180,000 $ 97,727 $ 97,727 2029 Notes (3) $ 540,000 $ 92,138 $ 540,000 $ 527,850 2027 Notes (3) $ 460,000 $ 82,513 $ 470,000 $ 460,600 Accounts receivable facility (4) $ 75,000 $ 75,000 Other debt (4) $ 752 $ 764 Letters of credit (4) $ 6,069 $ 6,069 The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company’s determination of the fair value of the Term B-2 Loan was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (2) The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (3) The Company utilizes a Level 2 valuation input based upon the market trading prices of the 2029 Notes and 2027 Notes to compute the fair value as these 2029 Notes and 2027 Notes are traded in the debt securities market. The 2029 Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (4) The Company does not believe it is practicable to estimate the fair value of the accounts receivable facility, other debt or the outstanding standby letters of credit. Investments Valued Under the Measurement Alternative The Company holds investments in privately held companies that are not exchange-traded and therefore not supported with observable market prices. The Company does not have significant influence over the investees. The amended accounting guidance for financial instruments, provides an alternative to measure equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from an identical or similar investment of the same issuer (the “measurement alternative”). The Company elected the measurement alternative for its qualifying equity securities. The Company’s investments are recognized on the consolidated balance sheet at their cost basis, which represents the amount the Company paid to acquire the investments. The Company periodically evaluates the carrying value of its investments, when events and circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers investee financial performance and other information received from the investee companies, as well as any other available estimates of the fair value of the investee companies in its evaluation. If certain impairment indicators exist, the Company determines the fair value of its investments. If the Company determines the carrying value of an investment exceeds its fair value, the Company writes down the value of the investment to its fair value. The fair value of the investments is not adjusted if there are no identified adverse events or changes in circumstances that may have a material effect on the fair value of the investment. Since its initial date of investment, the Company has not identified any events or changes in circumstances which would require the Company to estimate the fair value of its investments. Accordingly, there has been no impairment in the Company’s investments measured under the measurement alternative. Additionally, there have been no returns of capital or changes resulting from observable price changes in orderly transactions. As a result, the investments measured under the measurement alternative continue to be presented at their original cost basis on the consolidated balance sheets. There was no change in the carrying value of the Company’s cost-method investments since the year ended December 31, 2020 other than as described below. During the second quarter of 2021, the Company disposed of its investment in The Action Network, a media company featuring news, information and an industry-leading app focused on sports betting and fantasy content for proceeds of $1.2 million. As a result of the sale, the Company recognized a gain on the disposal of $0.9 million. The following table presents the Company’s investments valued under the measurement alternative: Investments Valued Under the Measurement Alternative December 31, 2022 2021 (amounts in thousands) Investment balance before cumulative impairment as of January 1, $ 3,005 $ 3,305 Accumulated impairment as of January 1, — — Investment beginning balance after cumulative impairment as of January 1, 3,005 3,305 Disposal of investment in a privately held company (300) Ending period balance $ 3,005 $ 3,005 |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE | ASSETS HELD FOR SALE Assets Held for Sale Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Additionally, the Company determined that these assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. During the second quarter of 2020, the Company entered into an agreement with Truth Broadcasting Corporation ("Truth") to dispose of property and equipment and two broadcasting licenses in Greensboro, North Carolina. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of $0.5 million. The Company entered into a time brokerage agreement ("TBA") with Truth where Truth commenced operations of the two stations on September 28, 2020. During the period of the TBA, the Company excluded net revenues and station operating expenses associated with the two stations in the Company's consolidated financial statements. In the fourth quarter of 2020, the Company completed this sale for $0.4 million in cash. The Company recognized a loss on the sale, net of expenses, of approximately $0.1 million. During the fourth quarter of 2020, the Company announced that it entered into an exchange agreement with Urban One, Inc. ("Urban One") pursuant to which the Company would exchange its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2020. In aggregate, these assets had a carrying value of $21.4 million. Upon the closing of the Urban One Exchange on April 20, 2021, the Company: (i) removed the assets which had been classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. Refer to Note 3, Business Combinations, for additional information. During the second quarter of 2021, the Company entered into an agreement with a third party to dispose of land and land improvements, and equipment in Sacramento, California. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of approximately $0.5 million. In the fourth quarter of 2021, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $4.6 million. During the fourth quarter of 2021, the Company entered into an agreement with a third party to dispose of land, equipment and an FCC license in connection with a sale of a station in San Francisco, California. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2021. In aggregate, these assets had a carrying value of approximately $1.0 million. In the second quarter of 2022, the Company completed this sale. The Company recognized a loss on the sale, net of commissions and other expenses, of approximately $0.5 million. During the second quarter of 2022, the Company entered into an agreement with a third party to dispose of land, and equipment in Houston, Texas. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of approximately $4.2 million. In the third quarter of 2022, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $10.6 million. During the third quarter of 2022, the Company entered into an agreement with a third party to dispose of land, equipment and an FCC license in Las Vegas, Nevada. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of approximately $8.3 million. In the fourth quarter of 2022, the Company completed the sale of land and equipment and recognized a gain on the sale, net of commissions and other expenses, of approximately $35.3 million. Additionally in the fourth quarter of 2022, the Company disposed of the FCC license in an exchange transaction with another third party and recognized a loss of $2.0 million. Refer to Note 3, Business Combinations and Exchanges, for additional information. During the fourth quarter of 2022, the Company agreed to sell its license and assets of a station in Palm Desert, California and tower assets across six markets. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2022. In aggregate, these assets have a carrying value of approximately $4.6 million. The transactions are expected to close within one year. The major categories of these assets held for sale are as follows as of the dates indicated: Assets Held for Sale December 31, 2022 December 31, 2021 (amounts in thousands) Net property and equipment 4,618 330 Radio broadcasting licenses 856 703 Net assets held for sale $ 5,474 $ 1,033 |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | CONTINGENCIES AND COMMITMENTS Contingencies The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. Insurance The Company uses a combination of insurance and self-insurance mechanisms to mitigate the potential liabilities for workers’ compensation, general liability, property, directors’ and officers’ liability, vehicle liability and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering claims experience, demographic factors, severity factors, outside expertise and other actuarial assumptions. Under these policies, the Company is required to maintain letters of credit. Broadcast Licenses The Company could face increased costs in the form of fines and a greater risk that the Company could lose any one or more of its broadcasting licenses if the FCC concludes that programming broadcast by a Company station was obscene, indecent or profane and such conduct warrants license revocation. The FCC’s authority to impose a fine for the broadcast of such material is $479,945 for a single incident, with a maximum fine of up to $4,430,255 or a continuing violation. The Company has determined that, at this time, the amount of potential fines and penalties, if any, cannot be estimated. The Company has filed, on a timely basis, renewal applications for those radio stations with radio broadcasting licenses that are subject to renewal with the FCC. The Company’s costs to renew its licenses with the FCC are nominal and are expensed as incurred rather than capitalized. From time to time, the renewal of certain licenses may be delayed. The Company continues to operate these radio stations under their existing licenses until the licenses are renewed. The FCC may delay the renewal pending the resolution of open inquiries. The affected stations are, however, authorized to continue operations until the FCC acts upon the renewal applications. Currently, all of the Company’s licenses have been renewed or we have timely filed license renewal applications. Music Licensing The Radio Music Licensing Committee (the “RMLC”), of which the Company is a represented participant: (i) has negotiated and entered into, on behalf of participating members, an Interim License Agreement with the American Society of Composers, Authors and Publishers ("ASCAP") effective January 1, 2022 and to remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five (5) year period commencing on January 1, 2022 and concluding on December 31, 2026; (ii) is negotiating and will enter into, on behalf of participating members, an Interim License Agreement with Broadcast Music, Inc. (“BMI”); and (iii) entered into an industry-wide settlement with SESAC, Inc. ("SESAC") resulting in a new license made available to RMLC members, which license was effective retroactively to January 1, 2019 and expired December 31, 2022. Effective as of January 1, 2021, the Company entered into a direct license agreement with Global Music Rights, LLC. The Company also maintains direct licenses with ASCAP, BMI, and SESAC for the Company’s non-broadcast, non-interactive, internet-only services, which direct licenses with ASCAP, BMI, and SESAC are separate from the industry-wide licenses made available through the RMLC. The United States Copyright Royalty Board ("CRB") held virtual hearings in August 2020 to determine royalty rates for the public digital performance of sound recordings on the Internet ("Webcasting") under federal statutory licenses for the 2021-2025 royalty period (the "Web V Proceedings"). On June 13, 2021, the CRB announced that the Webcasting royalty rates for 2021 would be increasing to $0.0026 per performance for subscription services and $0.0021 per performance for non-subscription services, in addition to an increased minimum annual fee of $1,000 per each channel or station. All fees are subject to annual cost-of-living increases throughout the 2021-2025 fee period. Leases and Other Contracts Rental expense is incurred principally for office and broadcasting facilities. Certain of the leases contain clauses that provide for contingent rental expense based upon defined events such as cost of living adjustments and/or maintenance costs in excess of pre-defined amounts. The Company also has rent obligations under sale and leaseback transactions whereby the Company sold certain of its radio broadcasting towers to third parties for cash in return for long-term leases on these towers. These sale and leaseback obligations are listed in the future minimum annual commitments table. The Company sold these towers as operating these towers to maximize tower rental income was not part of the Company’s core strategy. The following table provides the Company’s rent expense for the periods indicated: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Rent expense $ 60,434 $ 59,571 $ 58,656 The Company also has various commitments under the following types of contracts: Future Minimum Annual Commitments Rent Under Sale Programming Total (amounts in thousands) Years ending December 31, 2023 $ 50,651 $ 2,485 $ 240,335 $ 293,471 2024 46,169 2,196 167,225 215,590 2025 40,076 2,229 63,437 105,742 2026 33,624 2,295 34,664 70,583 2027 26,771 2,364 28,005 57,140 Thereafter 67,562 3,571 23,114 94,247 $ 264,853 $ 15,140 $ 556,780 $ 836,773 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Events occurring after December 31, 2022, and through the date that these consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included. Accounts Receivable Facility Amendment On January 27, 2023, the Company and certain of its subsidiaries entered into Amendment No. 2 to the Company’s Receivables Purchase Agreement, dated July 15, 2021, among Audacy Operations, Inc., Audacy Receivables, LLC, the investors party thereto, and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main. The Amendment, among other things, reduces the minimum liquidity the Company is required to maintain to $25 million and aligns the Company’s obligations to deliver audited annual financial statements under the Receivables Purchase Agreement to its obligations to deliver such financial statements under the existing Credit Agreement, dated October 17, 2016, among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. Sale of Assets Held for Sale On March 3, 2023, the Company completed the sale of tower assets for $17.0 million. These assets were reflected as assets held for sale at December 31, 2022. The Company is expected to recognize a gain on the sale, net of commissions and other expenses, of approximately $12.0 million. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Liquidity and Capital Resources | In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. While the full impact of this pandemic is not yet known, the Company took proactive actions in an effort to mitigate its effects and is continually assessing its effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events. The COVID-19 pandemic and current macroeconomic conditions have created, and may continue to create, significant uncertainty in operations, including disrupted supply chains, rising inflation and interest rates, and significant volatility in financial markets, which have had, and are expected to continue to have, a material impact on the Company's business operations, financial position, cash flows, liquidity, and capital resources and results of operations. The full extent to which the current macroeconomic conditions impact the Company's business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be accurately estimated at this time, but the Company believes the impact could be material if conditions persist. The Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by the COVID-19 pandemic and current macroeconomic conditions. Based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, its current business plan and revenue prospects, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations and meet its covenant requirements for at least the next 12 months. Due to the impact of the macroeconomic conditions on the Company, management continues to execute on cash management and strategic operational plans including evaluation of contractual obligations, workforce reductions, management of operating expenses, initiating refinancing and amendment plans, and divesting non-strategic assets of the Company along with other cash and debt management plans for the benefit of the covenant calculation, as permitted under the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 12 below). However, the Company is unable to predict with certainty the impact of the COVID-19 pandemic and current macroeconomic conditions will have on its ability to refinance or amend the arrangements or maintain compliance with the debt covenants contained in the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 12 below), including financial covenants. The Company was in compliance with such covenants at December 31, 2022. Failure to meet the covenant requirements in the future would cause the Company to be in default and the maturity of the related debt could be accelerated and become immediately payable. This may require the Company to obtain waivers or amendments in order to maintain compliance and there can be no certainty that any such waiver or amendment would be available, or what the cost of such waiver or amendment, if obtained, would be. If the Company is unable to obtain necessary waivers or amendments and the debt is accelerated, the Company would be required to obtain replacement financing at prevailing market rates, which may not be favorable to the Company. There is no guarantee that the Company would be able to satisfy its obligations if any of its indebtedness is accelerated. In 2024, $887.4 million of debt is set to mature beginning in July 2024. In the event revenues in future quarters are lower than we currently anticipate, we would be forced to take additional remedial actions which could include, among other things (and where allowed by the lenders): (i) implementing further cost |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the presentation in the current year, which did not have a material impact on the Company’s previously reported financial statements. |
Principles of Consolidation | Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are 100% owned by the Company. All intercompany transactions and balances have been eliminated in consolidation. The Company also considers the applicability of any variable interest entities (“VIEs”) that are required to be consolidated by the primary beneficiary. From time to time, the Company may enter into a time brokerage agreement (“TBA”) or local marketing agreement (“LMA”) in connection with a pending acquisition or disposition of radio stations and the requirement to consolidate or deconsolidate a VIE or separately present activity as discontinued operations may apply, depending on the facts and circumstances related to each transaction. |
Consolidated VIE | Consolidated VIE - Accounts Receivable Facility On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million accounts receivable securitization facility (the "Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Company's Credit Facility (as defined in Note 12, Long-Term Debt, below). The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) entered into by and among Audacy Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Audacy Operations”), Audacy Receivables, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, as seller (“Audacy Receivables”), the investors party thereto (the “Investors”), and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as agent (“DZ BANK”); (ii) a Sale and Contribution Agreement (the “Sale and Contribution Agreement”), by and among Audacy Operations, Audacy New York, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Audacy NY”), and Audacy Receivables; and (iii) a Purchase and Sale Agreement (the “Purchase and Sale Agreement,” and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain wholly-owned subsidiaries of the Company (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY. Audacy Receivables is considered a special purpose vehicle ("SPV") as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments. The SPV is a bankruptcy remote, limited liability company wholly owned by Audacy NY and its assets are not available to creditors of the Company, Audacy Operations or Audacy NY. Pursuant to the Receivables Facility, Audacy NY sells certain of its receivables and certain related rights to payment and obligations of Audacy NY with respect to such receivables, and certain other related rights to Audacy Receivables, LLC, which, in turn, obtains loans secured by the receivables from financial institutions (the “Lenders”). Amounts received from the Lenders, the pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Consolidated Balance Sheets. The aggregate principal amount of the loans made by the Lenders cannot exceed $75.0 million outstanding at any time. The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended. The SPV is considered a Variable Interest Entity ("VIE") (the "SPV VIE") because its equity capitalization is insufficient to support its operations. The most significant activities that impact the economic performance of the SPV are decisions made to manage receivables. Audacy NY is considered the primary beneficiary and consolidates the SPV as it makes these decisions. No additional financial support was provided to the SPV during the year ended December 31, 2022 or is expected to be provided in the future that was not previously contractually required. As of December 31, 2022, the SPV has $230.6 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility. Consolidated VIE - Qualified Intermediary Periodically, the Company enters into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a third party qualified intermediary ("QI") and are unavailable for the Company's use until released. The proceeds are recorded as restricted cash on the consolidated balance sheets and released: (i) if they are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period. During 2022, the Company entered into an agreement with a third party QI, under which the Company entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property. The QI is considered a VIE because its equity capitalization is insufficient to support its operations. The most significant activity that impacts the economic performance of the QI is its holding of proceeds from the sale of real property in an interest bearing account. The Company is considered the primary beneficiary as it has the right to direct the activities that were most significant to the VIE and the Company has the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement. The use of a QI in a like-kind exchange will enable the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange is required to be received by the Company within 180 days. |
Reportable and Operating Segment | Reportable Segment – The Company operates under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. Operating Segment - The Company has one operating segment and one reportable segment. This conclusion was reached considering factors including, but not limited to: (i) the favorable impact of the significant synergies generated through more centralized operating activities; and (ii) how the value of the portfolio of radio markets is greater than the sum of the value of the individual radio markets in that portfolio. These factors impact how the Chief Operating Decision Maker ("CODM") evaluates the results of a significantly larger company and how operating decisions are made, which are now performed at the Company level. This approach is consistent with how operating and capital investment decisions are made as needed, at the Company level, irrespective of any given market's size or location. Furthermore, technological enhancements and systems integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Management also considered its organizational structure in assessing its operating segments and reportable segments. Managers at the market level are often responsible for the operational oversight of multiple markets, the assignment of which is neither dependent upon geographical region nor size. |
Management's Use of Estimates | Management’s Use of Estimates – The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (i) asset impairments, including broadcasting licenses and goodwill; (ii) income tax valuation allowances for deferred tax assets; (iii) allowance for doubtful accounts and allowance for sales reserves; (iv) self-insurance reserves; (v) fair value of equity awards; (vi) estimated lives for tangible and intangible assets; (vii) contingency and litigation reserves; (viii) fair value measurements; (ix) acquisition purchase price asset and liability allocations; and (x) uncertain tax positions. The Company’s accounting estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained. The Company evaluates and updates assumptions and |
Income Taxes | Income Taxes – The Company applies the asset and liability method to the accounting for deferred income taxes. Deferred income taxes are recognized for all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded for a net deferred tax asset balance when it is more likely than not that the benefits of the tax asset will not be realized. The Company reviews on a continuing basis the need for a deferred tax asset valuation allowance in the jurisdictions in which it operates. Any adjustment to the deferred tax asset valuation allowance is recorded in the consolidated statements of operations in the period that such an adjustment is required. The Company applies the guidance for income taxes and intra-period allocation to the recognition of uncertain tax positions. This guidance clarifies the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. The guidance requires that any liability created for unrecognized tax benefits is disclosed. The application of this guidance may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. This guidance also clarifies the method to allocate income taxes (benefit) to the different components of income (loss), such as: (i) income (loss) from continuing operations; (ii) income (loss) from discontinued operations; (iii) other comprehensive income (loss); (iv) the cumulative effects of accounting changes; and (v) other charges or credits recorded directly to shareholders’ equity. See Note 18, Income Taxes, for a further discussion of income taxes. |
Property and Equipment | Property and Equipment – Property and equipment are carried at cost. Major additions or improvements are capitalized, including interest expense when material, while repairs and maintenance are charged to expense when incurred. 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 expense on property and equipment is determined on a straight-line basis. |
Long-Lived Assets | Long-Lived Assets - The Company's long-lived assets include property and equipment, broadcasting licenses (subject to an eight-year renewal cycle), goodwill, deferred charges, and other assets. See Note 8, Intangible Assets And Goodwill, for further discussion. Certain of the Company’s equipment, such as broadcast towers, can provide economic benefit over a longer period of time resulting in the use of longer lives of up to 40 years. |
Revenue Recognition | Revenue Recognition – The Company generates revenue from the sale to advertisers of various services and products, including but not limited to: (i) spot revenues; (ii) digital advertising; (iii) network revenues; (iv) sponsorship and event revenues; and (v) other revenues. Revenue from services and products is recognized when delivered. Advertiser payments received in advance of when the products or services are delivered are recorded on the Company’s balance sheet as unearned revenue. Revenues presented in the consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees by the advertising agencies. The Company also evaluates when it is appropriate to recognize revenue based on the gross amount invoiced to the customer or the net amount retained by the Company if a third party is involved. Refer to Note 5, Revenue, for additional information on the Company’s revenue. Refer to Note 5, Revenue, Note 10, Other Current Liabilities, and Note 11, Other Long-Term Liabilities, for additional information on unearned revenue. |
Concentration of Credit Risk | Concentration of Credit Risk – The Company’s revenues and accounts receivable relate primarily to the sale of advertising within its radio stations’ broadcast areas. Credit is extended based on an evaluation of the customers’ financial condition and, generally, collateral is not required. Credit losses are provided for in the financial statements and consistently have been within management’s expectations. 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 balance in the Company’s allowance for doubtful accounts is based on the Company’s historical collections, the age of the receivables, specific customer information, and current economic conditions. Delinquent accounts are written off if collections efforts have been unsuccessful and the likelihood of recovery is considered remote. |
Debt Issuance Costs and Original Issue Discount | Debt Issuance Costs and Original Issue Discount – The costs related to the issuance of debt are capitalized and amortized over the lives of the related debt and such amortization is accounted for as interest expense. See Note 12, Long-Term Debt, for further discussion for the amount of deferred financing expense that was included in interest expense in the accompanying consolidated statements of operations. In 2019, the Company issued senior secured second-lien notes and used proceeds to partially repay amounts outstanding under existing indebtedness. In connection with this refinancing activity, a portion of the unamortized deferred financing costs associated with the Company's former term loan was written off and included in the statement of operations under loss on extinguishment of debt. In the first quarter of 2021, the Company issued senior secured second-lien notes and used proceeds to partially repay amounts outstanding under existing indebtedness and fully redeem all of its senior notes due 2024. In connection with this refinancing activity, a portion of the unamortized deferred financing costs and unamortized premium associated with the senior notes due 2024 as well as unamortized deferred financing costs associated with the Company's term loan was written off and included in the statement of operations under loss on extinguishment of debt. In the fourth quarter of 2021, the Company issued senior secured second-lien notes and used proceeds to partially repay amounts outstanding under existing indebtedness. Lender fees and third party fees incurred during the refinancing activities described above were capitalized or expensed as appropriate based on accounting guidance for debt modifications and extinguishments. Refer to Note 12, Long-Term Debt, for further discussion of the refinancing activities. |
Extinguishment of Debt | Extinguishment of Debt – The Company may amend, append or replace, in part or in full, its outstanding debt. The Company reviews its unamortized financing costs associated with its outstanding debt to determine the amount subject to extinguishment under the accounting provisions for an exchange of debt instruments with substantially different terms or changes in a line-of-credit or revolving-debt arrangement. During the first and fourth quarter of 2021, the Company refinanced certain of its outstanding debt. In each refinancing event, a portion of the Company’s outstanding debt was accounted for as an extinguishment. See Note 12, Long-Term Debt for a discussion of the Company’s long-term debt. |
Time Brokerage Agreement (Income) Fees | Time Brokerage Agreement (Income) Fees – Time Brokerage Agreement ("TBA") fees or income consists of fees paid or received under agreements that permit an acquirer to program and market stations prior to an acquisition. The Company sometimes enters into a TBA prior to the consummation of station acquisitions and dispositions. The Company may also enter into a Joint Sales Agreement to market, but not to program, a station for a defined period of time. TBA fees or income earned from continuing operations are recorded as a separate line item in the Company’s consolidated statement of operations. |
Trade and Barter Transactions | Trade and Barter Transactions – The Company provides advertising broadcast time in exchange for certain products, supplies and services. The terms of the exchanges generally permit the Company to preempt such broadcast time in favor of advertisers who purchase time on regular terms. The Company includes the value of such exchanges in both broadcasting net revenues and station operating expenses. Trade and Barter valuation is based upon management’s estimate of the fair value of the products, supplies and services received. See Note 19, Supplemental Cash Flow Disclosures On Non-Cash Activities, for a summary of the Company’s barter transactions. |
Business Combinations | Business Combinations – Accounting guidance for business combinations provides the criteria to recognize intangible assets apart from goodwill. Other than goodwill, the Company uses an income or cost method to determine the fair value of all intangible assets required to be recognized for business combinations. For a discussion of impairment testing of those assets acquired in a business combination, including goodwill, see Note 8, Intangible Assets And Goodwill. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash – Cash consists primarily of amounts held on deposit with financial institutions. The Company’s cash deposits with banks are insured by the Federal Deposit Insurance Corporation up to $250,000 per account. At times, the cash balances held by the Company in financial institutions may exceed these insured limits. The risk of loss attributable to these uninsured balances is mitigated by depositing funds in high credit quality financial institutions. The Company has not experienced any losses in such accounts. From time to time, the Company may invest in cash equivalents, which consists of investments in immediately available money market accounts and all highly liquid debt instruments with initial maturities of three months or less. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Restricted cash balances consist of amounts that the Company may be restricted in its ability to access or amounts that are reserved for a specific purpose and therefore not available for immediate or general business use. The Company does not have restricted cash on its balance sheet at December 31, 2022 and 2021. As of December 31, 2022, and 2021, the Company had no other cash equivalents on hand. |
Leases | Leases – The Company follows accounting guidance for its leases, which includes the recognition of escalated rents on a straight-line basis over the term of the lease agreement, as described further in Note 11, Other Long-Term Liabilities. The operating lease obligations represent scheduled future minimum operating lease payments under non-cancellable operating leases, including rent obligations under escalation clauses that are defined increases and not escalations that depend on variable indices. The minimum lease payments do not include common area maintenance, variable real estate taxes, insurance and other costs for which the Company may be obligated as most of these payments are primarily variable rather than fixed. See Note 23, Contingencies and Commitments, for a discussion of the Company’s leases. |
Share-based Compensation | Share-Based Compensation – The Company records compensation expense for all share-based payment awards made to employees and directors, at estimated fair value. The Company also uses the simplified method in developing an estimate of the expected term of certain stock options. For further discussion of share-based compensation, see Note 17, Share-Based Compensation. |
Investments | Investments – For those investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. At December 31, 2022, and 2021, the Company held no equity method investments. For those investments in which the Company does not have such significant influence, the Company applies the accounting guidance for certain investments in debt and equity securities. An investment is classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and, depending upon the classification, is carried at fair value based upon quoted market prices or historical cost when quoted market prices are unavailable. The Company has minority equity investments in privately held companies that are separately presented in the Investments line item. The Company monitors these investments for impairment and makes appropriate reductions to the carrying value when events and circumstances indicate that the carrying value of the investments may not be recoverable. In determining whether a decline in fair value exists, the Company considers various factors, including market price (when available), investment ratings, the financial condition and near-term prospects of the investee, the length of time and the extent to which the fair value has been less than the Company’s cost basis, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The Company also provides certain quantitative and qualitative disclosures for those investments that are impaired at the balance sheet date and for those investments for which an impairment has not been recognized. The Company's investments continue to be carried at their original cost. There have been no impairments in the investments valued under the measurement alternative, returns of capital, or any adjustments resulting from observable price changes in orderly transactions for the investments. Refer to Note 21, Fair Value Of Financial Instruments, for additional information on the Company’s investments valued under the measurement alternative. |
Advertising and Promotion Costs | Advertising and Promotion Costs – |
Insurance and Self-Insurance Liabilities | Insurance and Self-Insurance Liabilities – The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for workers’ compensation, general liability, property, director and officers’ liability, vehicle liability and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering claims experience, demographic factors, severity factors, outside expertise and other actuarial assumptions. For any legal costs expected to be incurred in connection with a loss contingency, the Company recognizes the expense as incurred. |
Recognition of Insurance Claims and Other Recoveries | Recognition of Insurance Claims and Other Recoveries – |
Sports Programming Costs and Unfavorable/Favorable Sports Liabilities/Assets | Sports Programming Costs and Unfavorable/Favorable Sports Liabilities/Assets – Sports programming costs which are for a specified number of events are amortized on an event-by-event basis, and programming costs which are for a specified season are amortized over the season on a straight-line basis. Prepaid expenses which are not directly allocable to any one particular season are amortized on a straight-line basis over the life of the agreement. In connection with certain acquisitions, the Company assumed contracts at above or below market rates. These liabilities and assets are being amortized over the life of the contracts and are reflected within current and long-term assets and liabilities. |
Accrued Litigation | Accrued Litigation - The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are subjective, based on the status of such legal or regulatory proceedings, the merits of the Company’s defenses and consultation with corporate and external legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from the Company’s estimates. The Company expenses legal costs as incurred in professional fees. See Note 23, Contingencies and Commitments. |
Software Cost | Software Costs – The Company capitalizes direct internal and external costs incurred to develop internal-use software during the application development stage. Internal-use software includes website development activities such as the planning and design of additional functionality and features for existing sites and/or the planning and design of new sites. Costs related to the maintenance, content development and training of internal-use software are expensed as incurred. Capitalized costs are amortized over the estimated useful life of 3 years using the straight-line method. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial position or results of operations. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Expense on Property and Equipment | Depreciation expense for property and equipment is reflected in the following table: Property And Equipment Years Ended December 31, 2022 2021 2020 (amounts in thousands) Depreciation expense $ 31,471 $ 32,847 $ 33,618 |
Schedule of Property and Equipment by Category | The following is a summary of the categories of property and equipment along with the range of estimated useful lives used for depreciation purposes: Depreciation Period Property And Equipment In Years December 31, From To 2022 2021 Land, land easements and land improvements 0 15 $ 99,141 $ 105,514 Buildings 20 40 37,166 37,177 Equipment 3 40 223,880 227,824 Furniture and fixtures 5 10 19,779 20,619 Leasehold improvements and other * * 113,264 119,974 493,230 511,108 Accumulated depreciation (238,439) (223,378) 254,791 287,730 Capital improvements in progress 89,899 88,298 Net property and equipment $ 344,690 $ 376,028 * Shorter of economic life or lease term |
Schedule of Contract Assets and Liabilities | The following table presents the amounts of unearned revenues as of the periods indicated: Unearned Revenues December 31, Balance Sheet Location 2022 2021 (amounts in thousands) Current Other current liabilities $ 13,687 $ 10,638 Long-term Other long-term liabilities $ 403 $ 474 December 31, Description 2022 2021 (amounts in thousands) Receivables, included in “Accounts receivable net of allowance for doubtful accounts” $ 260,509 $ 273,217 Unearned revenue - current 13,687 10,638 Unearned revenue - noncurrent 403 474 |
BUSINESS COMBINATIONS AND EXC_2
BUSINESS COMBINATIONS AND EXCHANGES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of Purchase Price of Assets Acquired | The following table reflects the final allocation of the purchase price to the assets acquired. Final Value (amounts in thousands) Assets Net property and equipment $ 535 Total tangible property 535 Radio broadcasting licenses 2,002 Total intangible assets $ 2,002 Total assets $ 2,537 Final Value (amounts in thousands) Assets Operating lease right-of-use assets $ 142 Net property and equipment 38 Other assets, net of accumulated amortization 39,532 Goodwill 386 Total intangible and other assets 39,918 Operating lease liabilities (142) Deferred tax asset 134 Net assets acquired $ 40,090 Final Value (amounts in thousands) Assets Net property and equipment $ 2,254 Total tangible property 2,254 Radio broadcasting licenses 23,233 Total intangible assets $ 23,233 Total assets $ 25,487 Final Value (amounts in thousands) Assets Cash $ 702 Prepaid expenses, deposits and other 18 Other assets, net of accumulated amortization 2,545 Goodwill 19,637 Deferred tax asset 72 Net working capital 63 Preliminary fair value of net assets acquired $ 23,037 Final Value (amounts in thousands) Assets Net property and equipment $ 8 Other assets, net of accumulated amortization 14,608 Goodwill 18,127 Total intangible and other assets 32,735 Deferred tax liabilities (1,152) Net working capital 12 Preliminary fair value of net assets acquired $ 31,603 |
Pro Forma Information | This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future. Years Ended December 31 2022 2021 2020 (amounts in thousands, except per share data) Actual Pro Forma Pro Forma Net revenues $ 1,253,664 $ 1,223,008 $ 1,069,040 Net income (loss) $ (140,671) $ (8,670) $ (254,443) Net income (loss) per common share - basic $ (1.01) $ (0.06) $ (1.89) Net income (loss) per common share - diluted $ (1.01) $ (0.06) $ (1.89) Weighted shares outstanding basic 138,654 135,981 134,571 Weighted shares outstanding diluted 138,654 135,981 134,571 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table presents the components of restructuring charges. Years Ended December 31 2022 2021 2020 (amounts in thousands) Workforce reduction $ 6,058 $ 5,521 $ 11,885 Costs to exit duplicative contracts $ 1,450 — — Other restructuring costs 2,500 150 96 Total restructuring charges $ 10,008 $ 5,671 $ 11,981 |
Changes in Restructuring Reserve | The estimated amount of unpaid restructuring charges as of December 31, 2022 includes amounts in accrued expenses that are expected to be paid in less than one year. Years Ended December 31, 2022 2021 2020 (amounts in thousands) Restructuring charges and lease abandonment costs, beginning balance $ 2,623 $ 2,988 $ 4,251 Additions 10,008 5,671 11,981 Payments (9,881) (6,036) (13,244) Restructuring charges and lease abandonment costs unpaid and outstanding 2,750 2,623 2,988 Restructuring charges and lease abandonment costs - noncurrent portion — — (812) Restructuring charges and lease abandonment costs - current portion $ 2,750 $ 2,623 $ 2,176 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Liabilities | The following table presents the amounts of unearned revenues as of the periods indicated: Unearned Revenues December 31, Balance Sheet Location 2022 2021 (amounts in thousands) Current Other current liabilities $ 13,687 $ 10,638 Long-term Other long-term liabilities $ 403 $ 474 December 31, Description 2022 2021 (amounts in thousands) Receivables, included in “Accounts receivable net of allowance for doubtful accounts” $ 260,509 $ 273,217 Unearned revenue - current 13,687 10,638 Unearned revenue - noncurrent 403 474 |
Summary of Change in Contract Assets and Liabilities | Significant changes in the contract liabilities balances during the period are as follows: Year Ended December 31, Description Unearned Revenue (amounts in thousands) Beginning balance on January 1, 2022 $ 11,112 Revenue recognized during the period that was included in the beginning balance of contract liabilities (11,112) Additions, net of revenue recognized during period 14,090 Ending balance $ 14,090 |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Years Ended December 31, 2022 2021 2020 Revenue by Source (amounts in thousands) Spot revenues $ 798,006 $ 799,687 $ 705,743 Digital revenues 259,135 237,824 189,988 Network revenues 89,897 84,089 80,346 Sponsorships and event revenues 60,074 52,319 42,478 Other revenues 46,552 45,485 42,343 Net revenues $ 1,253,664 $ 1,219,404 $ 1,060,898 |
ACCOUNTS RECEIVABLE AND RELAT_2
ACCOUNTS RECEIVABLE AND RELATED ALLOWANCE FOR DOUBTFUL ACCOUNTS AND SALES RESERVES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable Balances and Reserve for Doubtful Amount | The accounts receivable balances, and the allowance for doubtful accounts and sales reserves, are presented in the following table: Net Accounts Receivable December 31, 2022 2021 (amounts in thousands) Accounts receivable $ 270,781 $ 291,128 Allowance for doubtful accounts and sales reserves (9,424) (15,084) Accounts receivable, net of allowance for doubtful accounts and sales reserves $ 261,357 $ 276,044 |
Schedule of Changes in Allowance for Doubtful Accounts | The following table presents the changes in the allowance for doubtful accounts: Changes In Allowance For Doubtful Accounts Year Ended Balance At Beginning Of Year Additions Charged To Costs And Expenses Deductions From Reserves Balance At End Of Year (amounts in thousands) December 31, 2022 $ 9,949 $ 506 $ (4,153) $ 6,302 December 31, 2021 $ 14,458 $ 3,173 $ (7,682) $ 9,949 December 31, 2020 $ 8,265 $ 16,349 $ (10,156) $ 14,458 |
Schedule of Changes in Allowance for Sales Reserves | The following table presents the changes in the sales reserves: Changes in Allowance for Sales Reserves Year Ended Balance At Beginning Of Year Additions Charged To Revenues Deductions From Reserves Balance At End Of Year (amounts in thousands) December 31, 2022 $ 5,135 $ 4,324 $ (6,337) $ 3,122 December 31, 2021 $ 4,452 $ 5,586 $ (4,903) $ 5,135 December 31, 2020 $ 9,250 $ 8,768 $ (13,566) $ 4,452 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: Lease Cost For the Years Ended December 31, 2022 2021 2020 (amounts in thousands) Operating lease cost $ 50,379 $ 48,999 $ 49,061 Variable lease cost 11,101 11,517 10,575 Short-term lease cost — — — Total lease cost $ 61,480 $ 60,516 $ 59,636 The following table provides the Company’s rent expense for the periods indicated: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Rent expense $ 60,434 $ 59,571 $ 58,656 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: For the Years Ended December 31, Description 2022 2021 2020 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities $ 54,487 $ 53,838 $ 53,237 Lease liabilities arising from obtaining right-of-use assets $ 33,185 $ 28,608 $ 11,851 |
Supplemental Balance Sheet information Related to Leases | Supplemental balance sheet information related to leases was as follows: Description December 31, 2022 December 31, 2021 (amounts in thousands) Operating Leases Operating leases right-of-use assets $ 211,022 $ 229,607 Operating lease liabilities (current) 40,815 39,598 Operating lease liabilities (noncurrent) 196,654 217,281 Total operating lease liabilities $ 237,469 $ 256,879 December 31, 2022 December 31, 2021 Weighted Average Remaining Lease Term Operating leases 7 years 7 years Weighted Average Discount Rate Operating leases 4.7 % 4.7 % |
Aggregate Maturities of Lease Liability | The aggregate maturities of the Company’s lease liabilities as of December 31, 2022, are as follows: Lease Maturities Operating Leases (amounts in thousands) Years ending Years ending December 31: 2023 $ 53,136 2024 48,365 2025 42,303 2026 35,919 2027 29,135 Thereafter 71,134 Total lease payments 279,992 Less: imputed interest (42,523) Total $ 237,469 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the Changes in Broadcasting License | The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 3, Business Combinations, and Note 22, Assets Held For Sale, for additional information. Broadcasting Licenses Carrying Amount December 31, December 31, (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,251,546 $ 2,229,016 Disposition of radio stations (see Note 3) (4,377) — Acquisitions (see Note 3) 2,002 23,233 Loss on impairment (See Note 14) (159,089) — Assets held for sale (see Note 22) (856) (703) Ending period balance $ 2,089,226 $ 2,251,546 |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill. Refer to Note 3, Business Combinations, for additional information. Goodwill Carrying Amount December 31, December 31, (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,062,723 $ 1,042,762 Accumulated loss on impairment as of January 1, (980,547) (980,547) Goodwill beginning balance after cumulative loss on impairment as of January 1, 82,176 62,215 Loss on impairment (18,126) — Acquisitions (see Note 3) — 20,099 Measurement period adjustments to acquired goodwill (135) (138) Ending period balance $ 63,915 $ 82,176 Goodwill balance before cumulative loss on impairment as of December 31, $ 1,062,588 $ 1,062,723 Accumulated loss on impairment as of December 31, (998,673) (980,547) Goodwill ending balance as of December 31, $ 63,915 $ 82,176 |
Schedule of Assumptions and Estimates for Broadcasting Licenses Impairment Testing | The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments of each year. Estimates And Assumptions Fourth Quarter Third Quarter Fourth Quarter Fourth Quarter 2020 Third Quarter Second Quarter 2020 Discount rate 9.50 % 9.50 % 8.50 % 8.50 % 7.50 % 8.00 % Operating profit margin ranges for average stations in markets where the Company operates 18% to 33% 20% to 33% 20% to 33% 20% to 36% 24% to 36% 22% to 36% Forecasted growth rate (including long-term growth rate) range of the Company's markets 0.0% to 0.6% 0.0% to 0.6% 0.0% to 0.6% 0.0% to 0.6% 0.0% to 0.7% 0.0% to 0.8% |
Schedule of Assumptions and Estimates for Goodwill Impairment Testing | The following table reflects the estimates and assumptions used in the interim and annual goodwill impairment assessments of each year: Estimates And Assumptions Fourth Quarter 2022 Third Quarter 2022 Fourth Quarter 2021 Fourth Quarter 2020 Discount rate - podcast reporting unit 11.0 % 11.0 % 9.5 % not applicable Discount rate - QLGG reporting unit not applicable 13.0 % 12.0 % not applicable |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following: Other Assets December 31, 2022 2021 Asset Accumulated Amortization Net Asset Accumulated Amortization Net Period Of Amortization (amounts in thousands) Deferred contracts $ 1,362 $ 1,362 $ — $ 1,362 $ 1,313 $ 49 Term of contract Advertiser lists and customer relationships 31,674 30,973 701 31,674 26,066 5,608 3 to 5 years Other definite-lived assets 26,761 15,095 11,666 26,922 12,302 14,620 Term of contract Total definite-lived intangibles 59,797 47,430 12,367 59,958 39,681 20,277 Debt issuance costs 3,550 616 2,934 3,550 501 3,049 Term of debt Prepaid assets - long-term 141 — 141 2,002 — 2,002 Software costs and other 163,511 48,443 115,068 73,093 23,556 49,537 $ 226,999 $ 96,489 $ 130,510 $ 138,603 $ 63,738 $ 74,865 |
Schedule of Deferred Charges Amortization Expense | The following table presents the various categories of amortization expense, including deferred financing costs which are reflected as interest expense: Amortization Expense Other Assets For The Years Ended December 31, 2022 2021 2020 (amounts in thousands) Definite-lived assets $ 9,427 $ 10,140 $ 8,861 Deferred financing expense 5,116 5,613 3,981 Software costs 24,888 9,251 7,752 Total $ 39,431 $ 25,004 $ 20,594 |
Schedule of Future Estimated Amortization Expense | The following table presents the Company’s estimate of amortization expense, for each of the five succeeding years for: (i) other assets; and (ii) definite-lived assets: Future Amortization Expense Total Other Definite-Lived Assets Years ending December 31, (amounts in thousands) 2023 $ 38,245 $ 36,383 $ 1,862 2024 36,385 35,223 1,162 2025 23,540 22,378 1,162 2026 5,237 4,499 738 2027 5,152 4,499 653 Thereafter 8,814 3,749 5,065 Total $ 117,373 $ 106,731 $ 10,642 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following as of the periods indicated: Other Current Liabilities December 31, 2022 2021 (amounts in thousands) Accrued compensation $ 25,730 $ 35,917 Accounts receivable credits 4,333 2,506 Advertiser obligations 6,465 2,504 Accrued interest payable 14,933 14,662 Unearned revenue 13,687 10,638 Unfavorable sports liabilities — 4,492 Accrued Sports Rights 3,397 1,085 Accrued benefits 7,640 5,809 Non-income tax liabilities 1,804 1,897 Other 2,560 4,620 Total other current liabilities $ 80,549 $ 84,130 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long Term Liabilities | Other long-term liabilities consist of the following as of the periods indicated: Other Long-Term Liabilities December 31, 2022 2021 (amounts in thousands) Deferred compensation $ 24,123 $ 32,730 Unfavorable sports liabilities — 3,867 Unearned revenue 403 474 Other 1,500 11,761 Total other long-term liabilities $ 26,026 $ 48,832 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt was comprised of the following as of December 31, 2022: Long-Term Debt December 31, 2022 2021 (amounts in thousands) Credit Facility Revolver $ 180,000 $ 97,727 Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium 1,116 1,397 813,531 731,539 2027 Notes 6.500% notes due May 1, 2027 460,000 470,000 Plus unamortized premium 3,220 3,964 463,220 473,964 2029 Notes 6.750% notes, due March 31, 2029 540,000 540,000 540,000 540,000 Accounts receivable facility 75,000 75,000 Other debt 23 764 Total debt before deferred financing costs 1,891,774 1,821,267 Current amount of long-term debt — (22,727) Deferred financing costs (excludes the revolving credit) (11,412) (16,409) Total long-term debt, net of current debt $ 1,880,362 $ 1,782,131 Outstanding standby letters of credit $ 5,909 $ 6,069 |
Schedule of Net Interest Expense | The components of net interest expense are as follows: Net Interest Expense Years Ended December 31, 2022 2021 2020 (amounts in thousands) Interest expense $ 103,470 $ 87,530 $ 86,579 Amortization of deferred financing costs 5,115 5,613 3,981 Amortization of original issue discount (premium) of senior notes (1,024) (1,582) (3,395) Interest income and other investment income (70) (50) (69) Total net interest expense $ 107,491 $ 91,511 $ 87,096 |
Schedule of Maturities of Long-term Debt | The minimum aggregate principal maturities on the Company’s outstanding debt (excluding any impact from required principal payments based upon the Company’s future operating performance) are as follows: Principal Debt Maturities Term B-2 Revolver 2027 Notes 2029 Notes Accounts Receivable Facility Other Total (amounts in thousands) Years ending December 31 2023 $ — $ — $ — $ — — $ — $ — 2024 632,415 180,000 — — 75,000 23 887,438 2025 — — — — — — — 2026 — — — — — — — 2027 — — 460,000 — — — 460,000 Thereafter — — — 540,000 — — 540,000 Total $ 632,415 $ 180,000 $ 460,000 $ 540,000 $ 75,000 $ 23 $ 1,887,438 |
DERIVATIVE AND HEDGING ACTIVI_2
DERIVATIVE AND HEDGING ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | As of December 31, 2022, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment: Type Notional Effective Collar Fixed Expiration Notional Amount (amounts (amounts Cap 2.75% Collar $ 220.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2023 $ 90.0 Total $ 220.0 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of December 31, 2022, and December 31, 2021: Accumulated Derivative Gain (Loss) Description December 31, December 31, (amounts in thousands) Accumulated derivative unrealized gain (loss) $ 2,942 $ (289) The following table presents the accumulated net derivative gain (loss) recorded in accumulated other comprehensive income (loss) for the years ended December 31, 2022 , 2021 and 2020 : Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations Years Ended December 31, 2022 2021 2020 2022 2021 2020 (amounts in thousands) $ 3,231 $ 1,500 $ (1,650) $ 232 $ 1,176 $ 663 |
IMPAIRMENT LOSS (Tables)
IMPAIRMENT LOSS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment Loss | The following table presents the various categories of impairment loss: Impairment Loss For The Years Ended December 31, 2022 2021 2020 (amounts in thousands) Broadcasting licenses $ 159,089 $ — $ 261,929 Goodwill 18,126 — — ROU Asset 2,892 556 1,064 Property and equipment and other 436 1,658 1,439 Total $ 180,543 $ 2,214 $ 264,432 |
SHAREHOLDER'S EQUITY (Tables)
SHAREHOLDER'S EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Dividends Payable on Unvested Restricted Stock Units | The following table presents the amounts accrued and unpaid on unvested RSUs: Balance Sheet Dividend Equivalent Liabilities December 31, 2022 2021 (amounts in thousands) Short-term Other current liabilities $ 229 $ 351 Long-term Other long-term liabilities 1 92 Total $ 230 $ 443 |
Summary Information on the Deemed Repurchase of Vested RSUs | The following table provides summary information on the deemed repurchase of vested RSUs: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Shares of stock deemed repurchased 702 386 510 Amount recorded as financing activity $ 1,883 $ 2,066 $ 1,527 |
Summary of ESPP Activity | The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Number of shares purchased 584 106 166 Non-cash compensation expense recognized $ 64 $ 47 $ 43 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Income (Loss) Per Share | The following tables present the computations of basic and diluted net income (loss) per share from continuing operations and discontinued operations: Year Ended December 31, 2022 2021 2020 (amounts in thousands, except share and per share Basic Income (Loss) Per Share Numerator Net income (loss) $ (140,671) $ (3,572) $ (242,224) Denominator Basic weighted average shares outstanding 138,653,951 135,981,419 134,570,672 Net income (loss) per share - Basic $ (1.01) $ (0.03) $ (1.80) Diluted Income (Loss) Per Share Numerator Net income (loss) $ (140,671) $ (3,572) $ (242,224) Denominator Basic weighted average shares outstanding 138,653,951 135,981,419 134,570,672 Effect of RSUs and options under the treasury stock method — — — Diluted weighted average shares outstanding 138,653,951 135,981,419 134,570,672 Net income (loss) per share - Diluted $ (1.01) $ (0.03) $ (1.80) |
Equity Award Impact Schedule | The following table presents those shares excluded as they were anti-dilutive: Impact Of Equity Awards Years Ended December 31, 2022 2021 2020 (amounts in thousands, except per share data) Dilutive or anti-dilutive for all potentially dilutive equivalent shares anti-dilutive anti-dilutive anti-dilutive Excluded shares as anti-dilutive under the treasury stock method: Options excluded — 609 609 Price range of options excluded: from $ — $ 3.54 $ 3.54 Price range of options excluded: to $ — $ 13.98 $ 13.98 RSUs with service conditions 3,687 464 2,689 Excluded RSUs with service and market conditions as market conditions not met 750 75 — Excluded shares as anti-dilutive when reporting a net loss 881 2,206 139 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of the Changes in RSU's | The following is a summary of the changes in RSUs under the Plans during the current period: Period Ended Number of Restricted Stock Units Weighted Average Purchase Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value as of December 31, 2022 (amounts in thousands) RSUs outstanding as of: December 31, 2021 7,342 RSUs awarded December 31, 2022 1,776 RSUs released December 31, 2022 (2,371) RSUs forfeited December 31, 2022 (677) RSUs outstanding as of: December 31, 2022 6,070 $ — 0.8 $ 1,311 RSUs vested and expected to vest as of: December 31, 2022 6,070 $ — 0.8 $ 1,303 RSUs exercisable (vested and deferred) as of: December 31, 2022 5 $ — 0.0 $ 1 Weighted average remaining recognition period in years 1.4 Unamortized compensation expense $ 8,539 |
Additional Information on RSU Activity | The following table presents additional information on RSU activity: Years Ended December 31, 2022 2021 2020 Shares Amount Shares Amount Shares Amount (amounts in thousands, except per share data) RSUs issued 1,776 $ 2,742 3,513 $ 10,836 3,793 $ 10,073 RSUs forfeited - service based (677) (2,674) (233) (678) (403) (624) Net RSUs issued and increase (decrease) to paid-in capital 1,099 $ 68 3,280 $ 10,158 3,390 $ 9,449 Weighted average grant date fair value per share $ 1.54 $ 3.08 $ 2.66 Fair value of shares vested per share $ 3.88 $ 7.49 $ 7.55 RSUs vested and released 2,371 1,477 1,712 |
Changes in RSUs with Market Conditions | The following table presents the changes in outstanding RSUs with market conditions: Years Ended December 31, 2022 2021 2020 (amounts in thousands, except per share data) Reconciliation of RSUs with Service And Market Conditions Beginning of period balance 31 — 70 Number of RSUs granted 750 31 — Number of RSUs forfeited (31) — (70) Number of RSUs vested — — — End of period balance 750 31 — Weighted average fair value of RSUs granted with market conditions $ 0.96 $ 1.34 $ — Years Ended December 31, 2022 Expected Volatility Structure (1) 91 % Risk Free Interest Rate (2) 2.75 % Annual Dividend Payment Per Share (Constant) (3) — % (1) Expected Volatility Term Structure - The Company estimated the volatility term structure using: (i) the historical volatility of its stock. (2) Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using the Treasury bond rate as of the date of grant. (3) Annual Dividend Payment Per Share (Constant) - The Company assumed the historical dividend yield in effect at the date of the grant. |
Option Activity Under The Plan | There was no option activity in the year ended December 31, 2022. Period Ended Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value as of December 31, 2022 (amounts in thousands, except per share data) Options outstanding as of: December 31, 2021 609 $ 11.33 Options exercised December 31, 2022 — — Options outstanding as of: December 31, 2022 609 $ 11.33 1.8 $ — Options vested and expected to vest as of: December 31, 2022 609 $ 11.33 1.8 $ — Options vested and exercisable as of: December 31, 2022 609 $ 11.33 1.8 $ — Weighted average remaining recognition period in years 0 Unamortized compensation expense $ — |
Significant Ranges of Outstanding and Exercisable Options | The following table summarizes significant ranges of outstanding and exercisable options as of the current period: Range of Exercise Prices Options Outstanding Options Exercisable Number of Options Outstanding December 31, 2022 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Exercisable December 31, 2022 Weighted Average Exercise Price From To $3.54 $ 7.01 66,775 6.5 $ 5.40 66,775 $ 5.40 $9.66 $ 13.98 542,582 1.2 $ 12.06 542,582 $ 12.06 $0.17 $ 13.98 609,357 1.8 $ 11.33 609,357 $ 11.33 |
Summary Information on Granting and Vesting of Options | The following table provides summary information on the granting and vesting of options: Years Ended December 31, Option Issuance and Exercise Data 2022 2021 2020 (amounts in thousands except for per share and years) From To From To From To Exercise price range of options issued $ — $ — $ — $ — $ — $ — Upon vesting, period to exercise in years 0 0 0 0 0 0 Fair value per share upon grant $ — $ — $ — Number of options granted — — — Intrinsic value per share upon exercise $ — $ 4.07 $ — Intrinsic value of options exercised $ — $ 814 $ — Tax benefit from options exercised $ — $ 217 $ — Cash received from exercise price of options exercised $ — $ 86 $ — |
Summary of Non-Cash Stock-Based Compensation Expense | The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Station operating expenses $ 3,290 $ 4,181 $ 2,348 Corporate general and administrative expenses 5,039 8,753 6,907 Stock-based compensation expense included in operating expenses 8,329 12,934 9,255 Income tax benefit (1) 1,656 2,929 2,222 After-tax stock-based compensation expense $ 6,673 $ 10,005 $ 7,033 (1) Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) from continuing operations computed using the United States federal statutory rates is reconciled to the reported income tax expense (benefit) from continuing operations as follows: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Federal statutory income tax rate 21 % 21 % 21 % Computed tax expense at federal statutory rates on income before income $ (37,999) $ (800) $ (68,602) State income tax expense, net of federal benefit (6,666) (502) (18,538) Goodwill impairment 3,807 — — Valuation allowance current year activity — — — Tax impact of share-based awards 832 626 1,424 Transaction costs — 43 19 Rate change related to NOL carryback — (2,353) — Nondeductible expenses and other (249) 2,748 1,818 Income taxes $ (40,275) $ (238) $ (83,879) |
Schedule of Components of Income Tax | Income tax expense (benefit) for each year is summarized in the table below. Years Ended December 31, 2022 2021 2020 Current: (amounts in thousands) Federal $ (5,746) $ (15,135) $ (5,542) State 2,622 934 (1,359) Total current (3,124) (14,201) (6,901) Deferred: Federal (26,018) 15,545 (54,886) State (11,133) (1,582) (22,092) Total deferred (37,151) 13,963 (76,978) Total income taxes (benefit) $ (40,275) $ (238) $ (83,879) |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities as of December 31, 2022 and 2021, are as detailed below. December 31, 2022 2021 (amounts in thousands) Deferred tax assets: Federal and state income tax loss carryforwards $ 71,349 $ 72,600 Share-based compensation 2,983 3,636 Investments - impairments 350 350 Lease rental obligations 3 2,232 Deferred compensation 6,489 8,756 Interest Expense Limitation Carryforward 34,525 13,580 Debt fair value adjustment 1,156 1,429 Reserves 551 551 Lease liability 63,335 68,512 Employee benefits 2,151 2,046 Provision for doubtful accounts 2,514 4,023 Other non-current — 5,106 Total deferred tax assets before valuation allowance 185,406 182,821 Valuation allowance (20,158) (21,249) Total deferred tax assets $ 165,248 $ 161,572 Deferred tax liabilities: Lease ROU asset (56,283) (61,240) Property, equipment and certain intangibles (48,159) (46,668) Broadcasting licenses and goodwill (507,176) (541,329) Other non-current (7,008) — Total deferred tax liabilities $ (618,626) $ (649,237) Total net deferred tax liabilities $ (453,378) $ (487,665) |
Summary of Valuation Allowance | The following table presents the changes in the deferred tax asset valuation allowance for the periods indicated: Year Ended Balance at Increase Increase Purchase Balance At (amounts in thousands) December 31, 2022 $ 21,249 $ (1,091) $ — $ — $ 20,158 December 31, 2021 24,399 (3,151) — — 21,249 December 31, 2020 25,440 (1,041) — — 24,399 |
Schedule of Liabilities for Uncertain Tax | The Company’s liabilities for uncertain tax positions are reflected in the following table: December 31, 2022 2021 (amounts in thousands) Liabilities for uncertain tax positions Interest and penalties $ (297) $ 156 Total $ (297) $ 156 |
Schedule of Expense Income for Uncertain Tax Positions | The following table presents the expense (income) for uncertain tax positions, which amounts were reflected in the consolidated statements of operations as an increase (decrease) to income tax expense: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Interest and penalties (income) (297) 156 868 Total income taxes (benefit) from uncertain tax positions $ (297) $ 156 $ 868 |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible | The following table presents the gross amount of changes in unrecognized tax benefits: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Beginning of year balance $ (6,204) $ (6,488) $ (6,719) Prior year positions Reductions due to statute lapse 463 284 231 End of year balance $ (5,741) $ (6,204) $ (6,488) Ending liability balance included above that was reflected as an offset to $ (5,741) $ (6,204) $ (6,488) |
Schedule of Income Tax Payments and Refunds | The following table provides the amount of income tax payments and income tax refunds for the periods indicated: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Federal and state income tax payments (refunds) $ (14,554) $ (300) $ 2,724 |
Summary of Operating Loss Carryforwards | The NOLs in the following table reflect an estimate of the NOLs for the 2022 tax filing year as these returns will not be filed until later in 2023: Net Operating Losses December 31, 2022 NOLs NOL Expiration Period (amounts in (in years) Federal NOL carryforwards $ 224,007 2030 to indefinite State NOL carryforwards $ 509,618 2022 to indefinite Interest Expense limitation carryforward $ 129,446 Indefinite |
SUPPLEMENTAL CASH FLOW DISCLO_2
SUPPLEMENTAL CASH FLOW DISCLOSURES ON NON-CASH ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides non-cash disclosures during the periods indicated: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Operating Activities Barter revenues $ 11,396 $ 10,107 $ 9,616 Barter expenses $ 11,396 $ 10,094 $ 9,604 Financing Activities Increase in paid-in capital from the issuance of RSUs $ 2,742 $ 10,836 $ 10,073 Decrease in paid-in capital from the forfeiture of RSUs (2,674) (678) (624) Net paid-in capital of RSUs issued (forfeited) $ 68 $ 10,158 $ 9,449 Investing Activities Change in noncash additions to property and equipment and intangibles $ (8,757) $ (1,813) $ 2,901 Net radio station assets given up in a market $ (4,496) $ (21,407) $ — Net radio station assets acquired in a market $ 1,959 $ 25,487 $ — Contingent Consideration $ — $ 7,714 $ — |
EMPLOYEE SAVINGS AND BENEFIT _2
EMPLOYEE SAVINGS AND BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Deferred Compensation Plan | Further contributions under these plans have been frozen. Years Ended December 31, Benefit Plan Disclosures 2022 2021 2020 (amounts in thousands) Deferred compensation Beginning of period balance $ 32,730 $ 33,474 $ 33,229 Employee compensation deferrals — — — Employee compensation payments (4,462) (5,113) (3,333) Increase (decrease) in plan fair value (4,145) 4,369 3,578 End of period balance $ 24,123 $ 32,730 $ 33,474 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement by Fair Value Hierarchy Level | During the periods presented, there were no transfers between fair value hierarchical levels. Fair Value Measurements At Reporting Date Description Balance at December 31, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Assets Interest rate cash flow hedge (3) $ 4,012 $ — $ 4,012 $ — $ — Liabilities Deferred compensation plan liabilities (1) $ 24,123 $ 19,944 $ — $ — $ 4,179 Contingent Consideration (4) $ 12 $ — $ — $ 12 $ — Description Balance at December 31, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 32,730 $ 26,839 $ — $ — $ 5,891 Interest rate cash flow hedge (3) $ 394 $ — $ 394 $ — $ — Contingent Consideration (4) $ 8,783 $ — $ — $ 8,783 $ — (1) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. (2) The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy. (3) The Company’s interest rate collar, which is included in other long-term liabilities at December 31, 2021 and other assets, net of accumulated amortization at December 31, 2022, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity. (4) In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value included the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate. Using an initial discount rate of 10.5%, the fair value of the contingent consideration was $7.7 million at the acquisition date. Due to fluctuation in the market-based inputs used to develop the discount rate, the discount rate decreased to 9.0% at December 31, 2022. Additionally, a reduction in Adjusted EBITDA values for 2022 resulted in a lower expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at December 31, 2022 decreased $8.8 million to $0.1 million. This balance is included in other long-term liabilities. |
Schedule of Carrying Value of Financial Instruments | The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the periods indicated: December 31, December 31, Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) Term B Loans (1) $ 632,415 $ 454,548 $ 632,415 $ 626,881 Revolver (2) $ 180,000 $ 180,000 $ 97,727 $ 97,727 2029 Notes (3) $ 540,000 $ 92,138 $ 540,000 $ 527,850 2027 Notes (3) $ 460,000 $ 82,513 $ 470,000 $ 460,600 Accounts receivable facility (4) $ 75,000 $ 75,000 Other debt (4) $ 752 $ 764 Letters of credit (4) $ 6,069 $ 6,069 The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company’s determination of the fair value of the Term B-2 Loan was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (2) The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (3) The Company utilizes a Level 2 valuation input based upon the market trading prices of the 2029 Notes and 2027 Notes to compute the fair value as these 2029 Notes and 2027 Notes are traded in the debt securities market. The 2029 Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (4) The Company does not believe it is practicable to estimate the fair value of the accounts receivable facility, other debt or the outstanding standby letters of credit. |
Schedule of Cost Method Investments | The following table presents the Company’s investments valued under the measurement alternative: Investments Valued Under the Measurement Alternative December 31, 2022 2021 (amounts in thousands) Investment balance before cumulative impairment as of January 1, $ 3,005 $ 3,305 Accumulated impairment as of January 1, — — Investment beginning balance after cumulative impairment as of January 1, 3,005 3,305 Disposal of investment in a privately held company (300) Ending period balance $ 3,005 $ 3,005 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale | The major categories of these assets held for sale are as follows as of the dates indicated: Assets Held for Sale December 31, 2022 December 31, 2021 (amounts in thousands) Net property and equipment 4,618 330 Radio broadcasting licenses 856 703 Net assets held for sale $ 5,474 $ 1,033 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | The components of lease expense were as follows: Lease Cost For the Years Ended December 31, 2022 2021 2020 (amounts in thousands) Operating lease cost $ 50,379 $ 48,999 $ 49,061 Variable lease cost 11,101 11,517 10,575 Short-term lease cost — — — Total lease cost $ 61,480 $ 60,516 $ 59,636 The following table provides the Company’s rent expense for the periods indicated: Years Ended December 31, 2022 2021 2020 (amounts in thousands) Rent expense $ 60,434 $ 59,571 $ 58,656 |
Schedule of Contracts and Commitments | The Company also has various commitments under the following types of contracts: Future Minimum Annual Commitments Rent Under Sale Programming Total (amounts in thousands) Years ending December 31, 2023 $ 50,651 $ 2,485 $ 240,335 $ 293,471 2024 46,169 2,196 167,225 215,590 2025 40,076 2,229 63,437 105,742 2026 33,624 2,295 34,664 70,583 2027 26,771 2,364 28,005 57,140 Thereafter 67,562 3,571 23,114 94,247 $ 264,853 $ 15,140 $ 556,780 $ 836,773 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Millions | Dec. 31, 2022 USD ($) radioMarket |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nationwide footprint, number of top 15 markets | 15 |
Nationwide footprint, number of top 25 markets | 21 |
Amount of debt maturing in 2024 | $ | $ 887.4 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | |||
Jul. 15, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Variable Interest Entity [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 0 | $ 75,000,000 | $ 0 | |
Accounts receivable, after allowance for credit loss | $ 261,357,000 | 276,044,000 | ||
Number of reportable segments | segment | 1 | |||
Number of operating segments | segment | 1 | |||
Capital expenditure commitments outstanding | $ 10,700,000 | |||
Advertising cost incurred | $ 2,900,000 | 2,300,000 | $ 1,200,000 | |
Capitalized computer software, amortization period | 3 years | |||
Maximum | ||||
Variable Interest Entity [Line Items] | ||||
Property and equipment, useful life | 40 years | |||
Accounts receivable facility | ||||
Variable Interest Entity [Line Items] | ||||
Borrowing under the accounts receivable facility | $ 75,000,000 | |||
Accounts receivable from securitization, maximum amount | $ 75,000,000 | |||
Accounts receivable, after allowance for credit loss | $ 230,600,000 | |||
Carrying value of debt | $ 75,000,000 | $ 75,000,000 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Depreciation expense | $ 31,471 | $ 32,847 | $ 33,618 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 493,230 | 511,108 | |
Accumulated depreciation | (238,439) | (223,378) | |
Net property and equipment before construction in progress | 254,791 | 287,730 | |
Capital improvements in progress | 89,899 | 88,298 | |
Net property and equipment | $ 344,690 | 376,028 | |
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 40 years | ||
Land, land easements and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 99,141 | 105,514 | |
Land, land easements and land improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 0 years | ||
Land, land easements and land improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 15 years | ||
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 37,166 | 37,177 | |
Buildings | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 20 years | ||
Buildings | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 40 years | ||
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 223,880 | 227,824 | |
Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 40 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 19,779 | 20,619 | |
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 10 years | ||
Leasehold improvements and other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 113,264 | $ 119,974 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Unearned Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Unearned revenue - current | $ 13,687 | $ 10,638 |
Unearned revenue - noncurrent | $ 403 | $ 474 |
BUSINESS COMBINATIONS AND EXC_3
BUSINESS COMBINATIONS AND EXCHANGES - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 20, 2021 USD ($) | Apr. 20, 2021 USD ($) | Mar. 09, 2021 USD ($) | Nov. 09, 2020 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2020 license | |
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 5,040 | $ 54,798 | $ 31,639 | ||||||||
Performance period | 2 years | ||||||||||
Contingent consideration | 12 | 8,783 | |||||||||
Contingent Consideration | 8,802 | $ 0 | 0 | ||||||||
Sold | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Disposal of asset, consideration | $ 400 | 400 | |||||||||
Exchange Agreement with Truth Broadcasting Corporation | Sold | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of broadcasting licenses disposed of | license | 2 | ||||||||||
Disposal of asset, consideration | 400 | $ 400 | |||||||||
Net (gain) loss on sale or disposal of businesses | $ 100 | ||||||||||
Beasley Exchange 2022 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Loss (gain) on disposition of business | (2,000) | ||||||||||
2021 Wide Orbit Streaming | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 40,000 | ||||||||||
Intangible acquired | 39,532 | ||||||||||
2021 Wide Orbit Streaming | Developed Technology | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible acquired | 31,500 | ||||||||||
2021 Wide Orbit Streaming | Licenses | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Intangible acquired | $ 8,000 | ||||||||||
2021 Urban One Exchange | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Loss (gain) on disposition of business | $ 4,000 | ||||||||||
Podcorn | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 14,600 | ||||||||||
Intangible acquired | 2,545 | ||||||||||
Performance period | 2 years | ||||||||||
Contingent consideration value, low | $ 0 | ||||||||||
Contingent consideration value, high | 45,200 | ||||||||||
Contingent consideration | $ 7,700 | 100 | |||||||||
Contingent Consideration | $ 8,800 | ||||||||||
QL Gaming Group | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire business | $ 32,000 | ||||||||||
Intangible acquired | $ 14,608 | ||||||||||
Houston Texas | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from sale of assets | $ 4,200 | ||||||||||
Gain on sale of assets | $ 10,600 | ||||||||||
NEVADA | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from sale of assets | $ 39,100 | ||||||||||
Gain on sale of assets | $ 35,300 |
BUSINESS COMBINATIONS AND EXC_4
BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Beasley Vegas Exchange (Details) - Beasley Exchange 2022 $ in Thousands | Dec. 22, 2022 USD ($) |
Business Acquisition [Line Items] | |
Net property and equipment | $ 535 |
Radio broadcasting licenses | 2,002 |
Total intangible assets | 2,002 |
Total assets | $ 2,537 |
BUSINESS COMBINATIONS AND EXC_5
BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Wide Orbit Streaming (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 20, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 63,915 | $ 82,176 | $ 62,215 | |
2021 Wide Orbit Streaming | ||||
Business Acquisition [Line Items] | ||||
Operating lease right-of-use assets | $ 142 | |||
Net property and equipment | 38 | |||
Other assets, net of accumulated amortization | 39,532 | |||
Goodwill | 386 | |||
Total intangible and other assets | 39,918 | |||
Operating lease liabilities | (142) | |||
Deferred tax asset | 134 | |||
Net assets acquired | $ 40,090 |
BUSINESS COMBINATIONS AND EXC_6
BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Urban One Exchange (Details) - 2021 Urban One Exchange $ in Thousands | Apr. 20, 2021 USD ($) |
Business Acquisition [Line Items] | |
Net property and equipment | $ 2,254 |
Radio broadcasting licenses | 23,233 |
Total intangible assets | 23,233 |
Total assets | $ 25,487 |
BUSINESS COMBINATIONS AND EXC_7
BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Podcorn (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 63,915 | $ 82,176 | $ 62,215 |
Podcorn | |||
Business Acquisition [Line Items] | |||
Cash | 702 | ||
Prepaid expenses, deposits and other | 18 | ||
Other assets, net of accumulated amortization | 2,545 | ||
Goodwill | 19,637 | ||
Deferred tax asset | 72 | ||
Net working capital | 63 | ||
Preliminary fair value of net assets acquired | $ 23,037 |
BUSINESS COMBINATIONS AND EXC_8
BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for QL Gaming Group (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 09, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 63,915 | $ 82,176 | $ 62,215 | |
QL Gaming Group | ||||
Business Acquisition [Line Items] | ||||
Net property and equipment | $ 8 | |||
Other assets, net of accumulated amortization | 14,608 | |||
Goodwill | 18,127 | |||
Total intangible and other assets | 32,735 | |||
Deferred tax liabilities | (1,152) | |||
Net working capital | 12 | |||
Net assets acquired | $ 31,603 |
BUSINESS COMBINATIONS AND EXC_9
BUSINESS COMBINATIONS AND EXCHANGES - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |||
Revenues | $ 1,253,664 | $ 1,219,404 | $ 1,060,898 |
NET INCOME (LOSS) | $ (140,671) | $ (3,572) | $ (242,224) |
NET LOSS PER SHARE BASIC (in dollars per share) | $ (1.01) | $ (0.03) | $ (1.80) |
Net income (loss) per share - Diluted (in dollars per share) | $ (1.01) | $ (0.03) | $ (1.80) |
Basic weighted average shares outstanding (in shares) | 138,653,951 | 135,981,419 | 134,570,672 |
Weighted average common shares outstanding - diluted (in shares) | 138,653,951 | 135,981,419 | 134,570,672 |
Net revenues | $ 1,223,008 | $ 1,069,040 | |
Net income (loss) | $ (8,670) | $ (254,443) | |
Net income (loss) per common share - basic (usd per share) | $ (0.06) | $ (1.89) | |
Net income (loss) per common share - diluted (usd per share) | $ (0.06) | $ (1.89) | |
Weighted shares outstanding basic (shares) | 138,654,000 | 135,981,000 | 134,571,000 |
Weighted shares outstanding diluted (shares) | 138,654,000 | 135,981,000 | 134,571,000 |
RESTRUCTURING CHARGES - Restruc
RESTRUCTURING CHARGES - Restructuring charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | $ 10,008 | $ 5,671 | $ 11,981 |
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | Total restructuring charges | ||
Workforce reduction | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | $ 6,058 | 5,521 | 11,885 |
Costs to exit duplicative contracts | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | 1,450 | 0 | 0 |
Other restructuring costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring charges | $ 2,500 | $ 150 | $ 96 |
RESTRUCTURING CHARGES - Accrued
RESTRUCTURING CHARGES - Accrued Restructuring (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Abstract] | |||
Beginning Balance | $ 2,623,000 | $ 2,988,000 | $ 4,251,000 |
Additions | 10,008,000 | 5,671,000 | 11,981,000 |
Payments | (9,881,000) | (6,036,000) | (13,244,000) |
Ending Balance | 2,750,000 | 2,623,000 | 2,988,000 |
Restructuring charges and lease abandonment costs - noncurrent portion | 0 | 0 | (812,000) |
Restructuring charges and lease abandonment costs - current portion | 2,750,000 | $ 2,623,000 | $ 2,176,000 |
CBS Radio Restructuring Plan | |||
Restructuring Reserve [Abstract] | |||
Ending Balance | $ 0 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Receivables not generated from customers | $ 0.8 | $ 2.8 |
Revenue in excess of year | $ 0.4 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract with Customer, Asset and Liability [Abstract] | ||
Receivables, included in “Accounts receivable net of allowance for doubtful accounts” | $ 260,509 | $ 273,217 |
Unearned revenue - current | 13,687 | 10,638 |
Unearned revenue - noncurrent | 403 | $ 474 |
Change in Contract with Customer, Liability [Abstract] | ||
Beginning balance | 11,112 | |
Revenue recognized during the period that was included in the beginning balance of contract liabilities | (11,112) | |
Additions, net of revenue recognized during period | 14,090 | |
Ending balance | $ 14,090 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,253,664 | $ 1,219,404 | $ 1,060,898 |
Spot revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 798,006 | 799,687 | 705,743 |
Digital revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 259,135 | 237,824 | 189,988 |
Network revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 89,897 | 84,089 | 80,346 |
Sponsorships and event revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 60,074 | 52,319 | 42,478 |
Other revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 46,552 | $ 45,485 | $ 42,343 |
ACCOUNTS RECEIVABLE AND RELAT_3
ACCOUNTS RECEIVABLE AND RELATED ALLOWANCE FOR DOUBTFUL ACCOUNTS AND SALES RESERVES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable | |||
Accounts receivable | $ 270,781 | $ 291,128 | |
Allowance for doubtful accounts and sales reserves | (9,424) | (15,084) | |
Accounts receivable, net of allowance for doubtful accounts and sales reserves | 261,357 | 276,044 | |
Allowance for Doubtful Accounts | |||
Balance At Beginning Of Year | 9,949 | 14,458 | $ 8,265 |
Additions Charged To Costs And Expenses | 506 | 3,173 | 16,349 |
Deductions From Reserves | (4,153) | (7,682) | (10,156) |
Balance At End Of Year | 6,302 | 9,949 | 14,458 |
Allowance for Sales Reserves | |||
Balance At Beginning Of Year | 5,135 | 4,452 | 9,250 |
Additions Charged To Revenues | 4,324 | 5,586 | 8,768 |
Deductions From Reserves | (6,337) | (4,903) | (13,566) |
Balance At End Of Year | $ 3,122 | $ 5,135 | $ 4,452 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Dec. 31, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 30 years |
Renewal term | 15 years |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 50,379 | $ 48,999 | $ 49,061 |
Variable lease cost | 11,101 | 11,517 | 10,575 |
Short-term lease cost | 0 | 0 | 0 |
Total lease cost | $ 61,480 | $ 60,516 | $ 59,636 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Cash paid for amounts included in measurement of lease liabilities | $ 54,487 | $ 53,838 | $ 53,237 |
Lease liabilities arising from obtaining right-of-use assets | $ 33,185 | $ 28,608 | $ 11,851 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 211,022 | $ 229,607 |
Operating lease liabilities (current) | 40,815 | 39,598 |
Operating lease liabilities (noncurrent) | 196,654 | 217,281 |
Total operating lease liabilities | $ 237,469 | $ 256,879 |
Weighted Average Remaining Lease Term | 7 years | 7 years |
Weighted Average Discount Rate (percent) | 4.70% | 4.70% |
LEASES - Maturity Schedule (Det
LEASES - Maturity Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 53,136 | |
2024 | 48,365 | |
2025 | 42,303 | |
2026 | 35,919 | |
2027 | 29,135 | |
Thereafter | 71,134 | |
Total lease payments | 279,992 | |
Less: imputed interest | (42,523) | |
Total | $ 237,469 | $ 256,879 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) year | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill impairment testing window | 3 years | ||||||||
Impairment charge on licenses | $ 159,089,000 | $ 0 | |||||||
Income model years | year | 10 | ||||||||
Goodwill | $ 18,100,000 | $ 18,126,000 | $ 0 | $ 0 | |||||
Disposal Group Not Discontinued Operation Gain Loss On Disposal Statement Of Income Extensible List Not Disclosed Flag | DisposalGroupNotDiscontinuedOperationGainLossOnDisposalStatementOfIncomeExtensibleListNotDisclosedFlag | ||||||||
Licensing Agreements | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Impairment charge on licenses | $ 0 | 159,100,000 | $ 0 | $ 246,000,000 | $ 11,800,000 | $ 4,100,000 | |||
Impairment charge on licenses, net of tax | $ 116,700,000 | 180,400,000 | $ 8,700,000 | $ 3,000,000 | |||||
Podcasting Reporting Unit | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 0 | 0 | $ 0 | ||||||
QLGG Reporting Unit | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 0 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Broadcasting Licenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Roll Forward] | ||
Beginning Balance | $ 2,251,546 | $ 2,229,016 |
Disposition of radio stations | (4,377) | 0 |
Acquisitions | 2,002 | 23,233 |
Loss on impairment | (159,089) | 0 |
Assets held for sale | (856) | (703) |
Ending Balance | $ 2,089,226 | $ 2,251,546 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | Asset Impairment Charges |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill balance before cumulative loss on impairment as of January 1, | $ 1,062,723 | $ 1,042,762 | ||
Accumulated loss on impairment as of January 1, | (980,547) | (980,547) | ||
Goodwill beginning balance after cumulative loss on impairment as of January 1, | 82,176 | 62,215 | ||
Loss on impairment | $ (18,100) | (18,126) | 0 | $ 0 |
Acquisitions | 0 | 20,099 | ||
Measurement period adjustments to acquired goodwill | (135) | (138) | ||
Ending period balance | 63,915 | 82,176 | 62,215 | |
Goodwill balance before cumulative loss on impairment as of December 31, | 1,062,588 | 1,062,723 | 1,042,762 | |
Accumulated loss on impairment as of December 31, | $ (998,673) | $ (980,547) | $ (980,547) |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Assumption used for Impairment Analysis (Details) | 3 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | |
Goodwill | Podcasting Reporting Unit | ||||||
Estimates and assumptions used for impairment test [Line Items] | ||||||
Discount rate | 11% | 11% | 9.50% | |||
Goodwill | QLGG Reporting Unit | ||||||
Estimates and assumptions used for impairment test [Line Items] | ||||||
Discount rate | 13% | 12% | ||||
Broadcasting Licenses | ||||||
Estimates and assumptions used for impairment test [Line Items] | ||||||
Discount rate | 9.50% | 9.50% | 8.50% | 8.50% | 7.50% | 8% |
Broadcasting Licenses | Minimum | ||||||
Estimates and assumptions used for impairment test [Line Items] | ||||||
Operating profit margin ranges for average stations in markets where the Company operates | 18% | 20% | 20% | 20% | 24% | 22% |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | 0% | 0% | 0% | 0% | 0% | 0% |
Broadcasting Licenses | Maximum | ||||||
Estimates and assumptions used for impairment test [Line Items] | ||||||
Operating profit margin ranges for average stations in markets where the Company operates | 33% | 33% | 33% | 36% | 36% | 36% |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | 0.60% | 0.60% | 0.60% | 0.60% | 0.70% | 0.80% |
OTHER ASSETS - Intangibles (Det
OTHER ASSETS - Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Cost and Other Asset [Line Items] | ||
Total definitive-lived intangible, Asset | $ 59,797 | $ 59,958 |
Accumulated Amortization | 47,430 | 39,681 |
Net | 12,367 | 20,277 |
Debt issuance costs | 3,550 | 3,550 |
Debt issuance costs - amortization | 616 | 501 |
Debt issuance costs - net | 2,934 | 3,049 |
Prepaid assets - long term | 141 | 2,002 |
Capitalized computer software, gross | 163,511 | 73,093 |
Capitalized computer software, accumulated amortization | 48,443 | 23,556 |
Software costs and other - net | 115,068 | 49,537 |
Total deferred charges and other assets | 226,999 | 138,603 |
Total Reserve | 96,489 | 63,738 |
Total Net | 130,510 | 74,865 |
Deferred contracts | ||
Deferred Cost and Other Asset [Line Items] | ||
Total definitive-lived intangible, Asset | 1,362 | 1,362 |
Accumulated Amortization | 1,362 | 1,313 |
Net | 0 | 49 |
Advertiser lists and customer relationships | ||
Deferred Cost and Other Asset [Line Items] | ||
Total definitive-lived intangible, Asset | 31,674 | 31,674 |
Accumulated Amortization | 30,973 | 26,066 |
Net | $ 701 | 5,608 |
Advertiser lists and customer relationships | Minimum | ||
Deferred Cost and Other Asset [Line Items] | ||
Intangible asset, useful life | 3 years | |
Advertiser lists and customer relationships | Maximum | ||
Deferred Cost and Other Asset [Line Items] | ||
Intangible asset, useful life | 5 years | |
Other definite-lived assets | ||
Deferred Cost and Other Asset [Line Items] | ||
Total definitive-lived intangible, Asset | $ 26,761 | 26,922 |
Accumulated Amortization | 15,095 | 12,302 |
Net | $ 11,666 | $ 14,620 |
OTHER ASSETS - Deferred Financi
OTHER ASSETS - Deferred Financing Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Definite-lived assets | $ 9,427 | $ 10,140 | $ 8,861 |
Deferred financing expense | 5,116 | 5,613 | 3,981 |
Software costs | 24,888 | 9,251 | 7,752 |
Total | $ 39,431 | $ 25,004 | $ 20,594 |
OTHER ASSETS - Future Amortizat
OTHER ASSETS - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Amortization Expense For Deferred Charges Other Assets And Definite Lived Assets [Line Items] | |
2023 | $ 38,245 |
2024 | 36,385 |
2025 | 23,540 |
2026 | 5,237 |
2027 | 5,152 |
Thereafter | 8,814 |
Total | 117,373 |
Other | |
Amortization Expense For Deferred Charges Other Assets And Definite Lived Assets [Line Items] | |
2023 | 36,383 |
2024 | 35,223 |
2025 | 22,378 |
2026 | 4,499 |
2027 | 4,499 |
Thereafter | 3,749 |
Total | 106,731 |
Definite-Lived Assets | |
Amortization Expense For Deferred Charges Other Assets And Definite Lived Assets [Line Items] | |
2023 | 1,862 |
2024 | 1,162 |
2025 | 1,162 |
2026 | 738 |
2027 | 653 |
Thereafter | 5,065 |
Total | $ 10,642 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 25,730 | $ 35,917 |
Accounts receivable credits | 4,333 | 2,506 |
Advertiser obligations | 6,465 | 2,504 |
Accrued interest payable | 14,933 | 14,662 |
Unearned revenue | 13,687 | 10,638 |
Unfavorable sports liabilities | 0 | 4,492 |
Accrued Sports Rights | 3,397 | 1,085 |
Accrued benefits | 7,640 | 5,809 |
Non-income tax liabilities | 1,804 | 1,897 |
Other | 2,560 | 4,620 |
Total other current liabilities | $ 80,549 | $ 84,130 |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities, Noncurrent [Abstract] | ||
Deferred compensation | $ 24,123 | $ 32,730 |
Unfavorable sports liabilities | 0 | 3,867 |
Unearned revenue | 403 | 474 |
Other | 1,500 | 11,761 |
Total other long-term liabilities | $ 26,026 | $ 48,832 |
LONG-TERM DEBT - Long Term Debt
LONG-TERM DEBT - Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||
Total debt before deferred financing costs | $ 1,891,774 | $ 1,821,267 | |
Current amount of long-term debt | 0 | (22,727) | |
Deferred financing costs (excludes the revolving credit) | (11,412) | (16,409) | |
Total long-term debt, net of current debt | 1,880,362 | 1,782,131 | |
Outstanding standby letters of credit | 5,909 | 6,069 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Plus unamortized premium | 1,116 | 1,397 | |
Total debt before deferred financing costs | 813,531 | 731,539 | |
Credit Facility | Revolver | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 180,000 | 97,727 | |
Credit Facility | Term B-2 Loan, due November 17, 2024 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 632,415 | 632,415 | |
Senior Notes | 6.500% notes due May 1, 2027 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 460,000 | 470,000 | |
Plus unamortized premium | 3,220 | 3,964 | |
Total debt before deferred financing costs | $ 463,220 | 473,964 | |
Debt instrument, stated percentage (percent) | 6.50% | ||
Senior Notes | 6.750% notes, due March 31, 2029 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | $ 540,000 | 540,000 | |
Total debt before deferred financing costs | $ 540,000 | 540,000 | |
Debt instrument, stated percentage (percent) | 6.75% | 6.75% | |
Accounts receivable facility | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | $ 75,000 | 75,000 | |
Other debt | |||
Debt Instrument [Line Items] | |||
Total debt before deferred financing costs | $ 23 | $ 764 |
LONG-TERM DEBT - Senior Debt (D
LONG-TERM DEBT - Senior Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||
Refinancing expenses | $ 0 | $ 845,000 | $ 0 | ||||||
Senior Secured Second-Lien Notes Due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Medium-term notes | $ 325,000,000 | $ 325,000,000 | 325,000,000 | ||||||
Interest accrual (percent) | 6.50% | ||||||||
Credit facility | $ 425,000,000 | ||||||||
Debt issuance price, percentage of principal (percent) | 100.75% | ||||||||
Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility | 89,000,000 | ||||||||
Term B-1 Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred finance costs written off | $ 300,000 | 1,600,000 | |||||||
Write-off of unamortized premium | 200,000 | ||||||||
New deferred financing costs recorded | 3,800,000 | $ 3,900,000 | |||||||
Repayments of debt | $ 96,700,000 | ||||||||
Senior Secured Second-Lien Notes Due 2027 - Additional Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Medium-term notes | $ 45,000,000 | $ 100,000,000 | $ 45,000,000 | ||||||
Interest accrual (percent) | 6.50% | 6.50% | |||||||
Debt issuance price, percentage of principal (percent) | 105% | ||||||||
Term B-2 Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
New deferred financing costs recorded | $ 800,000 | $ 800,000 | |||||||
Repayments of debt | $ 44,600,000 | ||||||||
Refinancing expenses | $ 400,000 | ||||||||
6.500% notes due May 1, 2027 | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchase amount | $ 10,000,000 | ||||||||
Gain on repurchase | $ 600,000 | ||||||||
Until May 1, 2022 | Senior Secured Second-Lien Notes Due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage of principal amount redeemed (percent) | 106.50% | ||||||||
On or after May 1, 2022 | Senior Secured Second-Lien Notes Due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage of principal amount redeemed (percent) | 104.875% |
LONG-TERM DEBT - Credit Facilit
LONG-TERM DEBT - Credit Facility, 2029 Notes and Accounts Receivable Facility (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 27, 2023 | Jul. 15, 2021 | Jul. 20, 2020 | Mar. 16, 2023 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 3.9 | |||||||
Refinancing expenses | $ 0 | $ 845,000 | $ 0 | |||||
Borrowing under the accounts receivable facility | $ 0 | 75,000,000 | $ 0 | |||||
Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 4 | |||||||
Refinancing expenses | $ 500,000 | |||||||
Senior Debt Obligations | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio | 4.5 | |||||||
Revolver | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum liquidity | $ 25,000,000 | |||||||
Accounts receivable facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum liquidity | $ 75,000,000 | |||||||
Borrowing under the accounts receivable facility | $ 75,000,000 | |||||||
Minimum tangible net worth covenant | $ 300,000,000 | |||||||
Carrying value of debt | 75,000,000 | 75,000,000 | ||||||
Accounts receivable facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum liquidity | $ 25,000,000 | $ 25,000,000 | ||||||
New Revolver | Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | 250,000,000 | |||||||
Outstanding amounts on revolver | 227,300,000 | |||||||
Undrawn amount of the revolver | $ 41,500,000 | |||||||
New Revolver | Senior Debt Obligations | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 2% | |||||||
New Revolver | Senior Debt Obligations | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 1% | |||||||
New Revolver | Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum liquidity | $ 75,000,000 | |||||||
Letters of credit fee (percent) | 2.50% | |||||||
Limitation on investments in joint ventures | $ 75,000,000 | |||||||
New Revolver | Revolver | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 1.50% | |||||||
New Revolver | Revolver | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 2.50% | |||||||
Original Revolver | Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility | $ 250,000,000 | |||||||
Outstanding amounts on revolver | $ 22,700,000 | |||||||
Original Revolver | Senior Debt Obligations | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee (percent) | 0.375% | |||||||
Original Revolver | Senior Debt Obligations | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee (percent) | 0.50% | |||||||
Original Revolver | Senior Debt Obligations | Federal Reserve Bank of New York | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 0.50% | |||||||
Original Revolver | Senior Debt Obligations | One Month LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 1% | |||||||
Original Revolver | Senior Debt Obligations | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 2.25% | |||||||
Original Revolver | Senior Debt Obligations | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 1.25% | |||||||
Term B-2 Loan, Due November 17, 2024 | Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly installments of original principal (percent) | 1% | |||||||
Term B-2 Loan, Due November 17, 2024 | Senior Debt Obligations | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 2.50% | |||||||
Term B-2 Loan, Due November 17, 2024 | Senior Debt Obligations | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate (percent) | 1.50% | |||||||
Term B-2 Loan, Due November 17, 2024 | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | 77,000,000 | |||||||
6.75% Notes Due 2029 | Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Medium-term notes | 540,000,000 | |||||||
New deferred financing costs recorded | $ 6,600,000 | |||||||
6.75% Notes Due 2029 | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, stated percentage (percent) | 6.75% | 6.75% | ||||||
Carrying value of debt | $ 540,000,000 | $ 540,000,000 | ||||||
Revolver | Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 40,000,000 | |||||||
Debt issuance costs | $ 400,000 | |||||||
7.250% senior unsecured notes, due November 1, 2024 | Senior Debt Obligations | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, stated percentage (percent) | 7.25% | |||||||
Repayments of debt | $ 400,000,000 |
LONG-TERM DEBT - Senior Unsecur
LONG-TERM DEBT - Senior Unsecured Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 17, 2017 | |
Debt Instrument [Line Items] | |||||
Amortization of debt discount (premium) | $ (1,024,000) | $ (1,582,000) | $ (3,395,000) | ||
Term B-2 Loan, Due November 17, 2024 | |||||
Debt Instrument [Line Items] | |||||
Deferred finance costs written off | $ 1,300,000 | ||||
Senior Unsecured Debt | 7.250% senior unsecured notes, due November 1, 2024 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, stated percentage (percent) | 7.25% | ||||
Debt, face amount | $ 400,000,000 | ||||
Amortization of debt discount (premium) | (14,500,000) | ||||
Write-off of unamortized premium | 8,700,000 | ||||
Deferred finance costs written off | $ 1,000,000 |
LONG-TERM DEBT - Net Interest E
LONG-TERM DEBT - Net Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2019 | |
Interest Expense, Debt [Abstract] | ||||
Interest expense | $ 103,470 | $ 87,530 | $ 86,579 | |
Amortization of deferred financing costs | 5,115 | 5,613 | 3,981 | |
Amortization of original issue discount (premium) of senior notes | (1,024) | (1,582) | (3,395) | |
Interest income and other investment income | (70) | (50) | (69) | |
Total net interest expense | $ 107,491 | $ 91,511 | $ 87,096 | |
Weighted average interest rate under credit facility | 6.80% | 2.60% | ||
Notional amount | $ 220,000 | $ 560,000 |
LONG-TERM DEBT - Maturities (De
LONG-TERM DEBT - Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Aggregate Principal Maturities [Line Items] | |
2023 | $ 0 |
2024 | 887,438 |
2025 | 0 |
2026 | 0 |
2027 | 460,000 |
Thereafter | 540,000 |
Total debt before deferred financing costs | 1,887,438 |
Term B-2 Loan | |
Aggregate Principal Maturities [Line Items] | |
2023 | 0 |
2024 | 632,415 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | 632,415 |
Revolver | |
Aggregate Principal Maturities [Line Items] | |
2023 | 0 |
2024 | 180,000 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | 180,000 |
2027 Notes | |
Aggregate Principal Maturities [Line Items] | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 460,000 |
Thereafter | 0 |
Total debt before deferred financing costs | 460,000 |
2029 Notes | |
Aggregate Principal Maturities [Line Items] | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 540,000 |
Total debt before deferred financing costs | 540,000 |
Accounts receivable facility | |
Aggregate Principal Maturities [Line Items] | |
2023 | 0 |
2024 | 75,000 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | 75,000 |
Other | |
Aggregate Principal Maturities [Line Items] | |
2023 | 0 |
2024 | 23 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | $ 23 |
DERIVATIVE AND HEDGING ACTIVI_3
DERIVATIVE AND HEDGING ACTIVITIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2019 | |
Derivative [Line Items] | ||||
Notional amount | $ 220,000 | $ 560,000 | ||
Net unrealized gain (loss) on derivatives | 3,231 | $ 1,500 | $ (1,650) | |
Collar | ||||
Derivative [Line Items] | ||||
Net unrealized gain (loss) on derivatives | 3,200 | |||
Tax benefit | (1,200) | |||
Collar | Other Assets | ||||
Derivative [Line Items] | ||||
Derivative asset | 4,000 | |||
Total Return Swap (TRS) | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Notional amount | 24,100 | |||
Net change in fair value of derivative instruments | 4,600 | |||
Total Return Swap (TRS) | Not Designated as Hedging Instrument | Corporate general and administrative expenses | ||||
Derivative [Line Items] | ||||
Net change in fair value of derivative instruments | 1,500 | |||
Total Return Swap (TRS) | Not Designated as Hedging Instrument | Operating Expense | ||||
Derivative [Line Items] | ||||
Net change in fair value of derivative instruments | $ 3,100 |
DERIVATIVE AND HEDGING ACTIVI_4
DERIVATIVE AND HEDGING ACTIVITIES - Derivative Instruments (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2019 |
Derivative [Line Items] | ||
Notional amount | $ 220,000,000 | $ 560,000,000 |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional amount | 220,000,000 | |
Collar | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional amount | $ 220,000,000 | |
Collar | Designated as Hedging Instrument | London Interbank Offered Rate (LIBOR) | ||
Derivative [Line Items] | ||
Fixed LIBOR rate - cap (percent) | 2.75% | |
Fixed LIBOR rate - floor (percent) | 0.402% | |
Collar, Decrease Date June 28, 2023 | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Amount After Decrease | $ 90,000,000 |
DERIVATIVE AND HEDGING ACTIVI_5
DERIVATIVE AND HEDGING ACTIVITIES - Derivatives Expired (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Accumulated derivative unrealized gain (loss) | $ 2,942 | $ (289) |
DERIVATIVE AND HEDGING ACTIVI_6
DERIVATIVE AND HEDGING ACTIVITIES - Gain (Loss) from Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Net unrealized gain (loss) on derivatives, net of taxes (benefit) | $ 3,231 | $ 1,500 | $ (1,650) |
Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations | $ 232 | $ 1,176 | $ 663 |
IMPAIRMENT LOSS (Details)
IMPAIRMENT LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||
Broadcasting licenses | $ 159,089 | $ 0 | $ 261,929 | |||||||
Goodwill | $ 18,100 | 18,126 | 0 | 0 | ||||||
ROU Asset | $ 100 | $ 200 | $ 300 | $ 1,100 | 2,892 | 556 | 1,064 | |||
Property and equipment and other | $ 900 | $ 1,400 | 436 | 1,658 | 1,439 | |||||
Total | $ 180,543 | $ 2,214 | $ 264,432 |
SHAREHOLDERS' EQUITY - RSU Vest
SHAREHOLDERS' EQUITY - RSU Vested Period (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Other current liabilities | $ 229 | $ 351 |
Other long-term liabilities | 1 | 92 |
Total | $ 230 | $ 443 |
SHAREHOLDERS' EQUITY - Deemed S
SHAREHOLDERS' EQUITY - Deemed Stock Repurchase (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |||
Shares of stock deemed repurchased (in shares) | 702 | 386 | 510 |
Amount recorded as financing activity | $ 1,883 | $ 2,066 | $ 1,527 |
SHAREHOLDERS' EQUITY - Narrativ
SHAREHOLDERS' EQUITY - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 10, 2022 | Nov. 02, 2017 | |
Stockholders' Equity Note [Abstract] | |||||
ESPP shares market value | 85% | ||||
Ownership plan | 2,000,000 | ||||
ESPP share discount | 15% | ||||
Stock repurchase program | $ 100,000,000 | ||||
Stock repurchased during period (in shares) | 0 | 0 | 0 |
SHAREHOLDERS' EQUITY - Stock Pu
SHAREHOLDERS' EQUITY - Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash compensation expense recognized | $ 8,329 | $ 12,934 | $ 9,255 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares purchased (in shares) | 584 | 106 | 166 |
Non-cash compensation expense recognized | $ 64 | $ 47 | $ 43 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE - Calculation of Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net income (loss) | $ (140,671) | $ (3,572) | $ (242,224) |
Net income (loss) | $ (140,671) | $ (3,572) | $ (242,224) |
Denominator | |||
Basic weighted average shares outstanding (in shares) | 138,653,951 | 135,981,419 | 134,570,672 |
Effect of RSUs and options under the treasury stock method (in shares) | 0 | 0 | 0 |
Net income (loss) per share - Basic (in dollars per share) | $ (1.01) | $ (0.03) | $ (1.80) |
Diluted weighted average shares outstanding (in shares) | 138,653,951 | 135,981,419 | 134,570,672 |
Net income (loss) per share - Diluted (in dollars per share) | $ (1.01) | $ (0.03) | $ (1.80) |
NET INCOME (LOSS) PER COMMON _4
NET INCOME (LOSS) PER COMMON SHARE - Antidilutive Securities (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded shares as anti-dilutive when reporting a net loss | 881 | 2,206 | 139 |
Price range of option: from (in dollars per share) | $ 0.17 | ||
Price range of option: to (in dollars per share) | $ 13.98 | ||
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded shares as anti-dilutive when reporting a net loss | 0 | 609 | 609 |
Price range of option: from (in dollars per share) | $ 0 | $ 3.54 | $ 3.54 |
Price range of option: to (in dollars per share) | $ 0 | $ 13.98 | $ 13.98 |
RSUs | Restricted Stock Units Service Conditions | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded shares as anti-dilutive when reporting a net loss | 3,687 | 464 | 2,689 |
RSUs | Restricted Stock Units Service And Market Conditions But Market Not Met | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded shares as anti-dilutive when reporting a net loss | 750 | 75 | 0 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - Audacy 2022 Equity Compensation Plan shares in Thousands | Dec. 31, 2022 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based payment award number of shares authorized (in shares) | 11,750 |
Share-based payment award number of shares available for grant (in shares) | 9,800 |
SHARE-BASED COMPENSATION - RSU
SHARE-BASED COMPENSATION - RSU Plan During Current Period (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in RSUs [Roll Forward] | |||
RSUs outstanding beginning (in shares) | 7,342 | ||
RSUs issued (in shares) | 1,776 | 3,513 | 3,793 |
RSUs released (in shares) | (2,371) | (1,477) | (1,712) |
RSUs forfeited (in shares) | (677) | (233) | (403) |
RSUs outstanding ending (in shares) | 6,070 | 7,342 | |
RSU weighted average purchase price (in dollars per share) | $ 0 | ||
RSU weighted average remaining contractual terms | 9 months 18 days | ||
RSU aggregate intrinsic value | $ 1,311 | ||
RSU vested Number of Restricted Stock Units (in shares) | 6,070 | ||
RSU vested and expected to vest weighted average purchase price (in dollars per share) | $ 0 | ||
RSU vested and expected to vest weighted average remaining contractual term | 9 months 18 days | ||
RSUs vested and expected to vest aggregate intrinsic value | $ 1,303 | ||
RSU Options Exercisable (in shares) | 5 | ||
RSU options weighted average purchase price exercisable (in dollars per share) | $ 0 | ||
RSU options weighted average remaining recognition period | 0 years | ||
RSU exercisable aggregate intrinsic value. | $ 1 | ||
Weighted average remaining recognition period in years | 1 year 4 months 24 days | ||
Unamortized compensation expense | $ 8,539 |
SHARE-BASED COMPENSATION - RS_2
SHARE-BASED COMPENSATION - RSU Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs issued (in shares) | 1,776 | 3,513 | 3,793 |
RSUs forfeited (in shares) | (677) | (233) | (403) |
Net RSUs issued and increase (decrease) to paid-in capital (in shares) | 1,099 | 3,280 | 3,390 |
RSUs issued | $ 2,742 | $ 10,836 | $ 10,073 |
RSUs forfeited - service based | (2,674) | (678) | (624) |
Net RSUs issued and increase (decrease) to paid-in capital | $ 68 | $ 10,158 | $ 9,449 |
Weighted average grant date fair value per share (in dollars per share) | $ 1.54 | $ 3.08 | $ 2.66 |
Fair value of shares vested per share (in dollars per share) | $ 3.88 | $ 7.49 | $ 7.55 |
RSUs released (in shares) | (2,371) | (1,477) | (1,712) |
Restricted Stock Units With Service Conditions | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Amortization period of grant in years | 1 year | ||
Restricted Stock Units With Service Conditions | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Amortization period of grant in years | 3 years |
SHARE-BASED COMPENSATION - RSUs
SHARE-BASED COMPENSATION - RSUs with Market Conditions (Details) - Restricted Stock Units With Market Conditions - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in RSUs [Roll Forward] | |||
RSUs outstanding beginning (in shares) | 31 | 0 | 70 |
Number of RSUs granted (in shares) | 750 | 31 | 0 |
Number of RSUs forfeited (in shares) | (31) | 0 | (70) |
Number of RSUs vested (in shares) | 0 | 0 | 0 |
RSUs outstanding ending (in shares) | 750 | 31 | 0 |
Weighted average grant date fair value per share (in dollars per share) | $ 0.96 | $ 1.34 | $ 0 |
SHARE-BASED COMPENSATION - Valu
SHARE-BASED COMPENSATION - Valuation Method (Details) - RSUs | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Expected Volatility Structure (percent) | 91% |
Risk Free Interest Rate (percent) | 2.75% |
Annual Dividend Payment Per Share (percent) | 0% |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options Activity (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Options | |
Options beginning (in shares) | shares | 609,000 |
Options exercised | shares | 0 |
Options ending (in shares) | shares | 609,357 |
Weighted Average Exercise Price | |
Weighted average exercise price - beginning (in dollars per shares) | $ / shares | $ 11.33 |
Weighted average exercise price options exercised (in dollars per shares) | $ / shares | 0 |
Weighted average exercise price - ending (in dollars per shares) | $ / shares | $ 11.33 |
Options vested and expected to vest, outstanding, weighted average remaining contractual term | 1 year 9 months 18 days |
Options, outstanding, intrinsic value | $ | $ 0 |
Options, vested and expected to vest, outstanding, number (in shares) | shares | 609,000 |
Options, vested and expected to vest, outstanding, weighted average exercise price (in dollars per shares) | $ / shares | $ 11.33 |
Options vested and expected to vest, outstanding, weighted average remaining contractual term | 1 year 9 months 18 days |
Options vested and expected to vest, outstanding, intrinsic value | $ | $ 0 |
Options vested and exercisable, outstanding, number (in shares) | shares | 609,357 |
Options vested and exercisable, outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 11.33 |
Options, vested and exercisable, weighted average remaining contractual term | 1 year 9 months 18 days |
Options, vested and exercisable, aggregate intrinsic value | $ | $ 0 |
Unamortized compensation expense | $ | $ 0 |
Options | |
Weighted Average Exercise Price | |
Weighted average remaining recognition period in years | 0 years |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summarizes Significant Ranges of Outstanding and Exercisable Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of option: from (in dollars per share) | $ 0.17 | |
Price range of option: to (in dollars per share) | $ 13.98 | |
Options outstanding number (in shares) | 609,357 | 609,000 |
Options outstanding, weighted average remaining contractual term | 1 year 9 months 18 days | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 11.33 | $ 11.33 |
Options, vested and expected to vest, exercisable, number (in shares) | 609,357 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 11.33 | |
Exercise prices range one | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of option: from (in dollars per share) | 3.54 | |
Price range of option: to (in dollars per share) | $ 7.01 | |
Options outstanding number (in shares) | 66,775 | |
Options outstanding, weighted average remaining contractual term | 6 years 6 months | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 5.40 | |
Options, vested and expected to vest, exercisable, number (in shares) | 66,775 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 5.40 | |
Exercise prices range two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of option: from (in dollars per share) | 9.66 | |
Price range of option: to (in dollars per share) | $ 13.98 | |
Options outstanding number (in shares) | 542,582 | |
Options outstanding, weighted average remaining contractual term | 1 year 2 months 12 days | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 12.06 | |
Options, vested and expected to vest, exercisable, number (in shares) | 542,582 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 12.06 |
SHARE-BASED COMPENSATION - Othe
SHARE-BASED COMPENSATION - Other Options Disclosures (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value per share upon grant (in dollars per share) | $ 0 | $ 0 | $ 0 |
Number of options granted (in shares) | 0 | 0 | 0 |
Intrinsic value per share upon exercise (in dollars per share) | $ 0 | $ 4.07 | $ 0 |
Intrinsic value of options exercised | $ 0 | $ 814 | $ 0 |
Tax benefit from options exercised | 0 | 217 | 0 |
Cash received from exercise price of options exercised | $ 0 | $ 86 | $ 0 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range of options issued (in dollars per share) | $ 0 | $ 0 | $ 0 |
Upon vesting, period to exercise in years | 0 years | 0 years | 0 years |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price range of options issued (in dollars per share) | $ 0 | $ 0 | $ 0 |
Upon vesting, period to exercise in years | 0 years | 0 years | 0 years |
SHARE-BASED COMPENSATION - Reco
SHARE-BASED COMPENSATION - Recognized Non-Cash Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense included in operating expenses | $ 8,329 | $ 12,934 | $ 9,255 |
Income tax benefit | 1,656 | 2,929 | 2,222 |
After-tax stock-based compensation expense | 6,673 | 10,005 | 7,033 |
Station operating expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense included in operating expenses | 3,290 | 4,181 | 2,348 |
Corporate general and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense included in operating expenses | $ 5,039 | $ 8,753 | $ 6,907 |
INCOME TAXES - Expected And Rep
INCOME TAXES - Expected And Reported Income Taxes (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal statutory income tax rate | 21% | 21% | 21% |
Computed tax expense at federal statutory rates on income before income taxes | $ (37,999) | $ (800) | $ (68,602) |
State income tax expense, net of federal benefit | (6,666) | (502) | (18,538) |
Goodwill impairment | 3,807 | 0 | 0 |
Valuation allowance current year activity | 0 | 0 | 0 |
Tax impact of share-based awards | 832 | 626 | 1,424 |
Transaction costs | 0 | 43 | 19 |
Rate change related to NOL carryback | 0 | (2,353) | 0 |
Nondeductible expenses and other | (249) | 2,748 | 1,818 |
Total income taxes (benefit) | $ (40,275) | $ (238) | $ (83,879) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate reconciliation, percent | 22.26% | 6.20% | 25.70% |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carryforwards, valuation allowance | $ 224 |
INCOME TAXES - Expense (Benefit
INCOME TAXES - Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ (5,746) | $ (15,135) | $ (5,542) |
State | 2,622 | 934 | (1,359) |
Total current | (3,124) | (14,201) | (6,901) |
Deferred: | |||
Federal | (26,018) | 15,545 | (54,886) |
State | (11,133) | (1,582) | (22,092) |
Total deferred | (37,151) | 13,963 | (76,978) |
Total income taxes (benefit) | $ (40,275) | $ (238) | $ (83,879) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||||
Federal and state income tax loss carryforwards | $ 71,349 | $ 72,600 | ||
Share-based compensation | 2,983 | 3,636 | ||
Investments - impairments | 350 | 350 | ||
Lease rental obligations | 3 | 2,232 | ||
Deferred compensation | 6,489 | 8,756 | ||
Interest Expense Limitation Carryforward | 34,525 | 13,580 | ||
Debt fair value adjustment | 1,156 | 1,429 | ||
Reserves | 551 | 551 | ||
Lease liability | 63,335 | 68,512 | ||
Employee benefits | 2,151 | 2,046 | ||
Provision for doubtful accounts | 2,514 | 4,023 | ||
Other non-current | 0 | 5,106 | ||
Total deferred tax assets before valuation allowance | 185,406 | 182,821 | ||
Valuation allowance | (20,158) | (21,249) | $ (24,399) | $ (25,440) |
Total deferred tax assets | 165,248 | 161,572 | ||
Deferred tax liabilities: | ||||
Lease ROU asset | (56,283) | (61,240) | ||
Property, equipment and certain intangibles | (48,159) | (46,668) | ||
Broadcasting licenses and goodwill | (507,176) | (541,329) | ||
Other non-current | (7,008) | 0 | ||
Total deferred tax liabilities | (618,626) | (649,237) | ||
Total net deferred tax liabilities | $ (453,378) | $ (487,665) |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowance And Uncertain Tax Position (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Asset Valuation Allowance [Roll Forward] | |||
Balance at Beginning of Year | $ 21,249 | $ 24,399 | $ 25,440 |
Increase (Decrease) Charged (Credited) to Income Taxes (Benefit) | (1,091) | (3,151) | (1,041) |
Increase (Decrease) Charged (Credited) to Balance Sheet | 0 | 0 | 0 |
Purchase Accounting | 0 | 0 | 0 |
Balance At End Of Year | 20,158 | 21,249 | 24,399 |
Liabilities for uncertain tax positions | |||
Interest and penalties | (297) | 156 | |
Total | (297) | 156 | |
Expense (income) from uncertain tax positions | |||
Interest and penalties (income) | (297) | 156 | 868 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of year balance | (6,204) | (6,488) | (6,719) |
Reductions due to statute lapse | 463 | 284 | 231 |
End of year balance | (5,741) | (6,204) | (6,488) |
Ending liability balance included above that was reflected as an offset to deferred tax assets | $ (5,741) | $ (6,204) | $ (6,488) |
INCOME TAXES - Income Tax Payme
INCOME TAXES - Income Tax Payments Refunds Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Payments And Refunds | |||
Federal and state income tax payments (refunds) | $ (14,554) | $ (300) | $ 2,724 |
Operating Loss Carryforwards [Line Items] | |||
Interest Expense limitation carryforward | 129,446 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
NOLs | 224,007 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
NOLs | $ 509,618 |
SUPPLEMENTAL CASH FLOW DISCLO_3
SUPPLEMENTAL CASH FLOW DISCLOSURES ON NON-CASH ACTIVITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | |||
Barter revenues | $ 11,396 | $ 10,107 | $ 9,616 |
Barter expenses | 11,396 | 10,094 | 9,604 |
Financing Activities | |||
Increase in paid-in capital from the issuance of RSUs | 2,742 | 10,836 | 10,073 |
Decrease in paid-in capital from the forfeiture of RSUs | (2,674) | (678) | (624) |
Net paid-in capital of RSUs issued (forfeited) | 68 | 10,158 | 9,449 |
Investing Activities | |||
Change in noncash additions to property and equipment and intangibles | (8,757) | (1,813) | 2,901 |
Net radio station assets given up in a market | (4,496) | (21,407) | 0 |
Net radio station assets acquired in a market | 1,959 | 25,487 | 0 |
Contingent Consideration | $ 0 | $ 7,714 | $ 0 |
EMPLOYEE SAVINGS AND BENEFIT _3
EMPLOYEE SAVINGS AND BENEFIT PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred compensation | |||
Beginning of period balance | $ 32,730 | $ 33,474 | $ 33,229 |
Employee compensation deferrals | 0 | 0 | 0 |
Employee compensation payments | (4,462) | (5,113) | (3,333) |
Increase (decrease) in plan fair value | (4,145) | 4,369 | 3,578 |
End of period balance | 24,123 | $ 32,730 | 33,474 |
401(K) savings plan expense | $ 6,800 | $ 2,200 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Basis (Details) $ in Thousands | 12 Months Ended | |||
Mar. 09, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration | $ 12 | $ 8,783 | ||
Performance period | 2 years | |||
Contingent Consideration | 8,802 | 0 | $ 0 | |
Podcorn | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration | $ 7,700 | 100 | ||
Performance period | 2 years | |||
Contingent Consideration | $ 8,800 | |||
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount rate (percent) | 0.105 | 0.090 | ||
Assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate cash flow hedge | $ 4,012 | |||
Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation plan liabilities | 24,123 | 32,730 | ||
Interest rate cash flow hedge | 394 | |||
Quoted prices in active markets Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration | 0 | 0 | ||
Quoted prices in active markets Level 1 | Assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate cash flow hedge | 0 | |||
Quoted prices in active markets Level 1 | Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation plan liabilities | 19,944 | 26,839 | ||
Interest rate cash flow hedge | 0 | |||
Significant other observable inputs Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration | 0 | 0 | ||
Significant other observable inputs Level 2 | Assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate cash flow hedge | 4,012 | |||
Significant other observable inputs Level 2 | Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation plan liabilities | 0 | 0 | ||
Interest rate cash flow hedge | 394 | |||
Significant unobservable inputs Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration | 12 | 8,783 | ||
Significant unobservable inputs Level 3 | Assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate cash flow hedge | 0 | |||
Significant unobservable inputs Level 3 | Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation plan liabilities | 0 | 0 | ||
Interest rate cash flow hedge | 0 | |||
Measured at Net Asset Value as a Practical Expedient | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration | 0 | 0 | ||
Measured at Net Asset Value as a Practical Expedient | Assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate cash flow hedge | 0 | |||
Measured at Net Asset Value as a Practical Expedient | Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Deferred compensation plan liabilities | $ 4,179 | 5,891 | ||
Interest rate cash flow hedge | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Impairment charge related to ROU asset impairment | $ 100 | $ 200 | $ 300 | $ 1,100 | $ 2,892 | $ 556 | $ 1,064 | ||
Impairment, long-lived asset | $ 900 | $ 1,400 | 436 | 1,658 | $ 1,439 | ||||
Proceeds from sale of investment | 1,200 | ||||||||
Gain on disposal of investment | 900 | $ (300) | |||||||
Abandoned Furniture And Fixtures | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Impairment, long-lived asset | 100 | ||||||||
Abandoned Computers And Equipment | |||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||
Impairment, long-lived asset | $ 500 | $ 200 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Term Loan B | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | $ 632,415 | $ 632,415 |
Term Loan B | Fair Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 454,548 | 626,881 |
Revolver | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 180,000 | 97,727 |
Revolver | Fair Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 180,000 | 97,727 |
6.750% notes, due March 31, 2029 | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 540,000 | 540,000 |
6.750% notes, due March 31, 2029 | Fair Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 92,138 | 527,850 |
Notes | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 460,000 | 470,000 |
Notes | Fair Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 82,513 | 460,600 |
Accounts receivable facility | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 75,000 | 75,000 |
Other Debt | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 752 | 764 |
Letter of Credit | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | $ 6,069 | $ 6,069 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Cost Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Securities Without Readily Determinable Fair Value [Roll Forward] | ||||
Investment balance before cumulative impairment as of January 1, | $ 3,005 | $ 3,005 | $ 3,305 | |
Accumulated impairment as of January 1, | 0 | $ 0 | ||
Investment beginning balance after cumulative impairment as of January 1, | 3,005 | 3,305 | ||
Disposal of investment in a privately held company | $ 900 | (300) | ||
Ending period balance | $ 3,005 | $ 3,005 |
ASSETS HELD FOR SALE - Narrativ
ASSETS HELD FOR SALE - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Apr. 20, 2021 USD ($) | Dec. 31, 2022 USD ($) radioMarket | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) station | Jun. 30, 2020 USD ($) license | Dec. 31, 2022 USD ($) radioMarket | Jun. 30, 2021 USD ($) | |
Long Lived Assets Held-for-sale [Line Items] | |||||||||
License, station assets and tower assets to be sold, number of markets | radioMarket | 6 | 6 | |||||||
Beasley Exchange 2022 | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Loss (gain) on disposition of business | $ (2,000) | ||||||||
Sold | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Disposal of asset, consideration | $ 400 | ||||||||
Gain (loss) on sale | (100) | ||||||||
Held-for-sale | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Number of broadcasting licenses | license | 2 | ||||||||
Net assets held for sale | $ 5,474 | $ 1,033 | $ 21,400 | $ 500 | 5,474 | ||||
Gain (loss) on sale | $ 4,000 | ||||||||
Held-for-sale | Land, Land Improvements And Equipment, Sacramento CA | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Net assets held for sale | $ 500 | ||||||||
Gain (loss) on sale | 4,600 | ||||||||
Held-for-sale | Land And Equipment, Sacramento CA | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Net assets held for sale | $ 1,000 | ||||||||
Gain (loss) on sale | $ (500) | ||||||||
Held-for-sale | Land And Equipment, Houston Texas | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Net assets held for sale | $ 4,200 | ||||||||
Gain (loss) on sale | 35,300 | $ 10,600 | |||||||
Held-for-sale | Land And Equipment, Las Vegas Nevada | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Net assets held for sale | $ 8,300 | ||||||||
Held-for-sale | License And Assets, Palm Desert, California | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Net assets held for sale | $ 4,600 | $ 4,600 | |||||||
Charlotte, North Carolina | Held-for-sale | Urban One, Inc. | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Number of stations | station | 4 | ||||||||
St. Louis, Missouri | Held-for-sale | Urban One, Inc. | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Number of stations | station | 1 | ||||||||
Washington, D.C. | Held-for-sale | Urban One, Inc. | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Number of stations | station | 1 | ||||||||
Philadelphia, Pennsylvania | Held-for-sale | Urban One, Inc. | |||||||||
Long Lived Assets Held-for-sale [Line Items] | |||||||||
Number of stations | station | 1 |
ASSETS HELD FOR SALE - Major Ca
ASSETS HELD FOR SALE - Major Categories (Details) - Held-for-sale - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net property and equipment | $ 4,618 | $ 330 | ||
Radio broadcasting licenses | 856 | 703 | ||
Net assets held for sale | $ 5,474 | $ 1,033 | $ 21,400 | $ 500 |
CONTINGENCIES AND COMMITMENTS -
CONTINGENCIES AND COMMITMENTS - Narrative (Details) $ in Thousands | Jun. 13, 2021 USD ($) uSDollarPerPerformance |
Product Liability Contingency [Line Items] | |
Entertainment, license agreement for program material, increasing minimum annual fee per channel, amount | $ | $ 1 |
Subscription | |
Product Liability Contingency [Line Items] | |
Entertainment, license agreement for program material, increasing royalty rate per performance | 0.0026 |
Non Subscription | |
Product Liability Contingency [Line Items] | |
Entertainment, license agreement for program material, increasing royalty rate per performance | 0.0021 |
CONTINGENCIES AND COMMITMENTS_2
CONTINGENCIES AND COMMITMENTS - Tower Rental Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 60,434 | $ 59,571 | $ 58,656 |
CONTINGENCIES AND COMMITMENTS_3
CONTINGENCIES AND COMMITMENTS - Future Minimum Annual Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Rent Under Operating Leases | |
2023 | $ 53,136 |
2024 | 48,365 |
2025 | 42,303 |
2026 | 35,919 |
2027 | 29,135 |
Thereafter | 71,134 |
Total lease payments | 279,992 |
Rent Under Operating Leases | |
Rent Under Operating Leases | |
2023 | 50,651 |
2024 | 46,169 |
2025 | 40,076 |
2026 | 33,624 |
2027 | 26,771 |
Thereafter | 67,562 |
Total lease payments | 264,853 |
Programming and Related Contracts | |
2023 | 293,471 |
2024 | 215,590 |
2025 | 105,742 |
2026 | 70,583 |
2027 | 57,140 |
Thereafter | 94,247 |
Total | 836,773 |
Sale Leaseback Operating Leases | |
Programming and Related Contracts | |
2023 | 2,485 |
2024 | 2,196 |
2025 | 2,229 |
2026 | 2,295 |
2027 | 2,364 |
Thereafter | 3,571 |
Total | 15,140 |
Programming and Related Contracts | |
Programming and Related Contracts | |
2023 | 240,335 |
2024 | 167,225 |
2025 | 63,437 |
2026 | 34,664 |
2027 | 28,005 |
Thereafter | 23,114 |
Total | $ 556,780 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 03, 2023 | Jan. 27, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||
Proceeds from sale of tower assets | $ 58,589 | $ 6,321 | $ 10,817 | ||
Net gain on sale or disposal | $ 47,737 | $ 8,363 | $ 139 | ||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds from sale of tower assets | $ 17,000 | ||||
Net gain on sale or disposal | $ 12,000 | ||||
Revolver | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Minimum liquidity | $ 25,000 |
Uncategorized Items - aud-20221
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |