Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8.4 | ||
Documents Incorporated by Reference | Items 10, 11, 12, 13 and 14 of Part III will be incorporated by reference from the Form 10-K/A to be filed with the Securities and Exchange Commission. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001067837 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,861,724 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 134,839 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | Dec. 31, 2022 |
ASSETS: | ||
Cash, cash equivalents, and restricted cash | $ 72,994 | $ 103,344 |
Accounts receivable, net of allowance of $6,845 in 2023 and $9,424 in 2022 | 258,088 | 261,357 |
Prepaid expenses, deposits and other | 70,537 | 72,350 |
Total current assets | 401,619 | 437,051 |
Property and equipment, net | 284,681 | 299,592 |
Operating lease right-of-use assets | 202,010 | 211,022 |
Radio broadcasting licenses | 794,771 | 2,089,226 |
Goodwill | 63,915 | 63,915 |
Assets held for sale | 1,544 | 5,474 |
Software, net | 129,128 | 151,829 |
Other assets | 22,772 | 26,784 |
TOTAL ASSETS | 1,900,440 | 3,284,893 |
LIABILITIES: | ||
Accounts payable | 21,742 | 14,002 |
Accrued expenses | 73,519 | 72,488 |
Other current liabilities | 131,031 | 80,549 |
Operating lease liabilities | 37,631 | 40,815 |
Long-term debt, current portion | 1,924,023 | 0 |
Total current liabilities | 2,187,946 | 207,854 |
Long-term debt, net of current portion | 0 | 1,880,362 |
Operating lease liabilities, net of current portion | 201,802 | 196,654 |
Net deferred tax liabilities | 101,937 | 453,378 |
Other long-term liabilities | 23,508 | 26,026 |
Total long-term liabilities | 327,247 | 2,556,420 |
Total liabilities | 2,515,193 | 2,764,274 |
CONTINGENCIES AND COMMITMENTS (Note 21) | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Additional paid-in capital | 1,682,467 | 1,678,247 |
Accumulated deficit | (2,297,270) | (1,160,618) |
Accumulated other comprehensive income | 0 | 2,942 |
Total shareholders’ (deficit) equity | (614,753) | 520,619 |
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | 1,900,440 | 3,284,893 |
Common Class A | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Common stock | 49 | 47 |
Common Class B | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Common stock | 1 | 1 |
Common Class C | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Allowance for credit loss | $ 6,845 | $ 9,424 |
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) | 4,867,170 | 4,705,328 |
Common stock shares outstanding (in shares) | 4,867,170 | 4,705,328 |
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) | 134,839 | 134,839 |
Common stock shares outstanding (in shares) | 134,839 | 134,839 |
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, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
NET REVENUES | $ 1,168,939 | $ 1,253,664 |
OPERATING EXPENSE: | ||
Station operating expenses | 1,014,078 | 1,030,487 |
Depreciation and amortization expense | 73,943 | 65,786 |
Corporate general and administrative expenses | 135,536 | 96,384 |
Restructuring charges | 14,975 | 10,008 |
Impairment loss | 1,305,115 | 180,543 |
Other expenses | 533 | 688 |
Net gain on sale or disposal of assets | (26,784) | (47,737) |
Change in fair value of contingent consideration | 0 | (8,802) |
Total operating expense | 2,517,396 | 1,327,357 |
OPERATING LOSS | (1,348,457) | (73,693) |
NET INTEREST EXPENSE | 138,132 | 107,491 |
Other income | (261) | (238) |
OTHER INCOME | (261) | (238) |
LOSS BEFORE INCOME TAX BENEFIT | (1,486,328) | (180,946) |
INCOME TAX BENEFIT | (349,457) | (40,275) |
NET LOSS | $ (1,136,871) | $ (140,671) |
NET LOSS PER SHARE - BASIC AND DILUTED | ||
NET LOSS PER SHARE BASIC (in dollars per share) | $ (241.58) | $ (30.44) |
NET LOSS PER SHARE DILUTED (in dollars per share) | $ (241.58) | $ (30.44) |
WEIGHTED AVERAGE SHARES: | ||
Basic (in shares) | 4,706,015 | 4,621,798 |
Diluted (in shares) | 4,706,015 | 4,621,798 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
NET LOSS | $ (1,136,871) | $ (140,671) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT): | ||
Net unrealized (loss) gain on derivatives, net of taxes (benefit) | (1,475) | 3,231 |
COMPREHENSIVE LOSS | $ (1,138,346) | $ (137,440) |
CONSOLIDATED_STATEMENTS_OF_SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common Stock Common Class A | Common Stock Common Class B | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | |||
Beginning Balance (in shares) at Dec. 31, 2021 | [1] | 4,668,678 | 134,839 | ||||||||
Beginning Balance at Dec. 31, 2021 | $ 652,205 | $ 47 | [1] | $ 1 | [1] | $ 1,672,588 | $ (1,020,142) | $ (289) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (140,671) | (140,671) | |||||||||
Compensation expense related to granting of stock awards (in shares) | [1] | 40,606 | |||||||||
Compensation expense related to granting of stock awards | $ 7,297 | 7,297 | |||||||||
Common stock repurchased (in shares) | 0 | ||||||||||
Issuance of common stock related to the ESPP (in shares) | [1] | 19,453 | |||||||||
Issuance of common stock related to the ESPP | $ 429 | 429 | |||||||||
Purchase of vested employee restricted stock units, net (in shares) | (23,000) | (23,409) | [1] | ||||||||
Purchase of vested employee restricted stock units, net | $ (1,883) | (1,883) | |||||||||
Payment of dividends on common stock | (184) | (184) | |||||||||
Dividend equivalents, net of forfeitures | 195 | 195 | |||||||||
Net unrealized loss on derivatives | 3,231 | 3,231 | |||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 4,705,328 | 134,839 | 4,705,328 | [1] | 134,839 | [1] | |||||
Ending Balance at Dec. 31, 2022 | 520,619 | $ 47 | [1] | $ 1 | [1] | 1,678,247 | (1,160,618) | 2,942 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (1,136,871) | (1,136,871) | |||||||||
Compensation expense related to granting of stock awards (in shares) | [1] | 181,499 | |||||||||
Compensation expense related to granting of stock awards | 4,387 | $ 2 | [1] | 4,385 | |||||||
Issuance of common stock (in shares) | 8,333 | ||||||||||
Issuance of common stock | $ 3 | 3 | |||||||||
Common stock repurchased (in shares) | 0 | (215) | |||||||||
Purchase of vested employee restricted stock units, net (in shares) | (28,000) | (27,775) | [1] | ||||||||
Purchase of vested employee restricted stock units, net | $ (129) | (129) | |||||||||
Payment of dividends on common stock | (39) | (39) | |||||||||
Dividend equivalents, net of forfeitures | 219 | 219 | |||||||||
Net unrealized loss on derivatives | (1,475) | (1,475) | |||||||||
Realized gain on derivatives, net | (1,467) | (1,467) | |||||||||
Ending Balance (in shares) at Dec. 31, 2023 | 4,867,170 | 134,839 | 4,867,170 | 134,839 | [1] | ||||||
Ending Balance at Dec. 31, 2023 | $ (614,753) | $ 49 | [1] | $ 1 | [1] | $ 1,682,467 | $ (2,297,270) | $ 0 | |||
[1] Share counts have been retroactively adjusted to reflect the effect of the June 30, 2023 reverse stock split. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (1,136,871) | $ (140,671) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 73,943 | 65,786 |
Net amortization of deferred financing costs (net of original issue discount and debt premium) | 5,027 | 4,092 |
Net deferred tax benefit | (349,457) | (42,984) |
Provision for bad debts | 2,462 | 506 |
Net (gain) loss on sale or disposal of assets and businesses | (26,784) | (47,737) |
Non-cash stock-based compensation expense | 4,387 | 7,297 |
Deferred compensation | 2,460 | (4,145) |
Impairment loss | 1,305,115 | 180,543 |
Change in fair value of contingent consideration | 0 | (8,802) |
Changes in assets and liabilities (net of effects of acquisitions and dispositions): | ||
Accounts receivable | 807 | 14,181 |
Prepaid expenses and deposits | 3,119 | (4,204) |
Accounts payable and accrued liabilities | (3,050) | (13,175) |
Other assets | (6) | 0 |
Accrued interest expense | 61,747 | 271 |
Operating leases | (3,135) | 0 |
Accrued liabilities - long-term | (4,978) | (10,253) |
Prepaid expenses - long-term | 0 | (163) |
Net cash (used in) provided by operating activities | (65,214) | 542 |
INVESTING ACTIVITIES: | ||
Additions to property, equipment and software | (48,228) | (80,821) |
Proceeds from sale of property, equipment, intangibles and other assets | 43,135 | 58,589 |
Purchases of businesses and audio assets | 0 | (5,040) |
Net cash used in investing activities | (5,093) | (27,272) |
FINANCING ACTIVITIES: | ||
Borrowing under the revolving senior debt | 40,126 | 105,000 |
Payments of revolving senior debt | 0 | (22,727) |
Retirement of notes | 0 | (10,000) |
Proceeds from issuance of employee stock plan | 0 | 429 |
Purchase of vested employee restricted stock units | (129) | (1,883) |
Payment of dividend equivalents on vested restricted stock units | (39) | (184) |
Repurchase of common stock | (1) | 0 |
Net cash provided by financing activities | 39,957 | 70,635 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (30,350) | 43,905 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 103,344 | 59,439 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR | 72,994 | 103,344 |
Cash paid (received) during the period for: | ||
Interest | 71,359 | 102,763 |
Income taxes | $ 1,728 | $ (14,554) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Nature of Business Audacy, Inc. (the “Company”) was formed as a Pennsylvania corporation in 1968. The Company is the second-largest radio broadcasting company in the United States and 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 20 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. Reverse Stock Split On June 30, 2023, the Company effected a one-for-thirty reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock. As a result of the Reverse Stock Split every thirty (30) shares of common stock issued and outstanding were automatically combined into one (1) share of issued and outstanding common stock, without any change in the par value per share. All information related to common stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. NYSE Delisting On May 16, 2023, the Company's Class A common stock was suspended from trading on the New York Stock Exchange (the "NYSE"). On November 9, 2023, the Company's Class A common stock was delisted from the NYSE. The Company's Class A common stock currently trades on the over-the-counter market (the "OTC") under the symbol “AUDAQ.” See “Risk Factors—Risks Associated with our Capital Stock” in Part I, Item 1A and “Market For Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities” in Part II, Item 5, for additional information. Current Bankruptcy Proceedings On February 20, 2024, the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) entered an order confirming a joint prepackaged plan of reorganization (as may be amended, the “Plan”) and a related disclosure statement (as may be amended, the “Disclosure Statement”) in connection with the voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") previously filed by the Company and certain of its direct and indirect subsidiaries (together with the Company, the “Debtors”) on January 7, 2024 (the “Petition Date”). The Chapter 11 Cases are being administered under the caption In re: Audacy, Inc., et. al, Case No. 24-90004 (CML). The Plan was supported by a Restructuring Support Agreement (the “Restructuring Support Agreement”) with a supermajority of the Debtors' first lien and second lien debtholders (the “Consenting Lenders”), under which the Consenting Lenders agreed to, among other things, vote in favor of the Plan. Those holders of claims entitled to vote on the Plan who cast ballots unanimously voted in favor of the Plan. Specifically, 100% of the voting holders of first lien claims (representing approximately 89.5% of the outstanding principal amount of Audacy’s first lien loans) voted in favor of the Plan, and 100% of voting holders of second lien notes claims (representing approximately 85.1% of the outstanding principal amount of Audacy’s second lien notes) voted in favor of the Plan. The Plan contemplates the implementation of a comprehensive debt restructuring (the “Restructuring”) that will equitize approximately $1.6 billion of the Debtors’ funded debt, a reduction of approximately 80% from approximately $1.9 billion to approximately $350 million. Pursuant to the Plan, among other things: • The Company's existing equity will be extinguished, without value, and be of no further force or effect; • Holders of claims under the Prepetition Debt Instruments (as defined below), including those who provided debtor-in-possession financing during the Chapter 11 Cases and elected to have their debtor-in-possession financing loans convert to loans under the exit credit facility, are expected to receive 100% of the new equity issued in the Company, as reorganized pursuant to and under the Plan ("Reorganized Audacy") in the form of new Class A common stock, new Class B common stock and/or special warrants (subject to dilution from issuances under a management incentive plan and the New Second Lien Warrants (as defined below)) as follows: ◦ holders of debtor-in-possession claims that elected to have their debtor-in-possession financing loans convert to loans under the exit credit facility will receive their pro rata share of 10% of such new equity; ◦ holders of first lien claims will receive their pro rata share of 75% of such new equity; and ◦ holders of second lien claims will receive their pro rata share of (i) 15% of such new equity and (ii) the New Second Lien Warrants exercisable within four years on a "cash" or "cashless" basis for 17.5% of the new equity on a fully diluted basis at an equity value of $771.0 million (the "New Second Lien Warrants"). • Holders of general unsecured claims, which may include the Company’s employees, on-air talent, landlords, vendors, and customers, will be unimpaired and will be paid in the ordinary course of business. The Plan’s effectiveness is subject to certain conditions, including the receipt of approval from the Federal Communications Commission (the “FCC”) for the emergence of the Debtors from Chapter 11 protection and their expected ownership. The Company currently anticipates the Plan will become effective and it will emerge from Chapter 11 by the end of the third quarter of 2024. The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code (the "Bankruptcy Code") and orders of the Bankruptcy Court. In general, as debtors-in-possession, the Company is authorized to conduct its business activities in the ordinary course. The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ respective obligations under their debt instruments other than the accounts receivable facility (collectively, the “Prepetition Debt Instruments”). Due to the Chapter 11 Cases, however, the prepetition debtholders’ ability to exercise remedies under the Prepetition Debt Instruments was stayed as of the Petition Date, and continues to be stayed. Information filed with the Bankruptcy Court in connection with the Restructuring is also accessible on the website of the Company's claims and noticing agent at https://dm.epiq11.com/Audacy. Such information is not part of this Annual Report on Form 10-K or any other report the Company files with, or furnishes to, the SEC. See “Business—Current Bankruptcy Proceedings” in Part I, Item 1, “Risk Factors—Risks Related to the Restructuring” in Part I, Item 1A and “Management’s Discussion and Analysis and Financial Condition and Results of Operations” in Part II, Item 7, for additional information about the Plan and the Chapter 11 Cases. Going Concern In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company continues to critically review its liquidity and anticipated capital requirements, including for service of the Company's debt, post-emergence from Chapter 11 protection, in light of the significant uncertainty created by the Chapter 11 Cases and the current macroeconomic conditions, to determine whether these conditions and events, when considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within twelve months after the date that the accompanying consolidated financial statements are issued. As of December 31, 2023, the Company was in compliance with its debt and related financial covenants in all material respects due to the amendments and waivers described in Note 10, Long-Term Debt. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingent upon the Company’s ability to successfully implement the Plan, among other factors. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. As discussed above, the Plan was confirmed on February 20, 2024. The Plan could materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Chapter 11 Cases. As a result of the Company's financial condition, the defaults under the Company's debt agreements, and the risks and uncertainties surrounding the Company's ability or the timing to consummate the Plan, substantial doubt exists that the Company will be able to continue as a going concern. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the presentation in the current year, which primarily relate to reclassification of certain classes of assets all within long-term assets. There have been no changes to previously reported current assets, total assets, current liabilities, total liabilities, shareholders' (deficit) equity, revenues, operating loss or net loss. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 facility (the "Old Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding debt under the Company's Old Credit Facility (as defined in Note 10, Long-Term Debt, below). The documentation for the Old Receivables Facility included (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 “Prepetition Receivables 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 Old Receivables Facility, Audacy NY sold 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, which, in turn, obtained 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, current portion respectively, on the Consolidated Balance Sheets. The aggregate principal amount of the loans made by the Lenders could not exceed $75.0 million outstanding at any time. The revolving period under the Old Receivables Facility, prior to entry into the New Receivables Facility, was set to expire on July 15, 2024, unless earlier terminated or subsequently extended. The SPV is considered a Variable Interest Entity ("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, 2023 or is expected to be provided in the future that was not previously contractually required. As of December 31, 2023, the SPV had $240.3 million of net accounts receivable and had outstanding borrowings of $75.0 million under the Old 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 which was completed in 2022. 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 enables 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 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 did not include restricted cash related to this entity at December 31, 2022 in its Cash, cash equivalents and restricted cash line on the balance sheet. 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. Property and Equipment, net 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: Year Ended December 31, Depreciation Expense 2023 2022 (amounts in thousands) Depreciation expense on property and equipment $ 31,300 $ 33,100 As of December 31, 2023, the Company had capital expenditure commitments outstanding of $2.9 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 As of December 31, From To 2023 2022 Land, land easements and land improvements 0 15 $ 100,512 $ 99,141 Buildings 20 40 35,724 37,166 Equipment 3 40 224,769 223,880 Furniture and fixtures 5 10 19,998 19,779 Leasehold improvements and other * * 114,155 113,264 495,158 493,230 Accumulated depreciation (255,204) (238,439) 239,954 254,791 Capital improvements in progress 44,727 44,801 Property and equipment, net $ 284,681 $ 299,592 *Shorter of economic life or lease term Long-Lived Assets The Company's long-lived assets include property and equipment, computer software, leasehold improvements and other intangible assets. 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. 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 to 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 be disclosed. The application of this guidance may also affect the tax basis 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’ (deficit) equity. See Note 16, Income Taxes, for a further discussion of income taxes. 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. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. 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 and Note 9, Other Current Liabilities for additional information on unearned revenue. The following table presents the amounts of unearned revenues as of the periods indicated: As of December 31, Unearned Revenues Balance Sheet Location 2023 2022 (amounts in thousands) Current Other current liabilities $ 10,990 $ 13,687 Long-term Other long-term liabilities $ 1,257 $ 403 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 collection 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 10, 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. 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 10, 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. Time Brokerage Agreement Fees (Income) 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. The Company did not record TBA fees or income during 2023 or 2022. 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 17, 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 following table presents cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of amounts reported in the Consolidated Statements of Cash Flow. As of December 31, Cash, Cash Equivalents and Restricted Cash 2023 2022 (amounts in thousands) Cash and cash equivalents $ 69,694 $ 103,344 Restricted cash (1) 3,300 — Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 72,994 $ 103,344 (1) Restricted cash consists of cash held in a bank in connection with the Company's corporate credit card program. 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. 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 21, 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 15, 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, 2023, and 2022, 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 invested in minority equity investments in privately held companies and 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. In 2023, the Company performed a valuation of its minority equity and investments and recorded an impairment loss of $1.5 million in December 2023 to write down the value of two of its three investments to a fair value of $1.5 million based on internally developed methodologies that result in management’s best estimate of this fair value (Refer to Note 19, Fair Value of Financial Instruments, for additional information on the Company’s investments valued under the measurement alternative). The Company's remaining investment continues to be carried at its original cost of $1.5 million in Other assets, net of accumulated amortization on the Company's balance sheet. Advertising and Promotion Costs Costs of media advertising and associated production costs are expensed when incurred. For the years ended December 31, 2023 and 2022, the costs incurred were $1.6 million and $3.3 million, respectively. 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 21, 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 In November 2023, the FASB issued Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires disclosure of the title and position of the Chief Operating Decision Maker ("CODM"), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of significant expenses regularly provided to the CODM that are included within the reported measure of segment profit or loss . The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of this standard, including timing of adoption. In December 2023, the FASB issued Update 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes paid, and unrecognized tax benefits. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and should be applied prospectively. The Company is currently evaluating the impact of this standard, including timing of adoption. |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS 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. 2024 Dispositions During the first quarter of 2024, the Company completed the sales of land, building and equipment located in Boston, Massachusetts for aggregate proceeds of $14.4 million. The Company recognized net gains on the sales, net of commissions and other expenses, of $12.9 million. 2023 Dispositions During the first quarter of 2023, the Company completed the sale of tower assets for $16.9 million. The Company recognized a gain on the sale, net of commissions and other expenses, of $14.4 million. During the first quarter of 2023, the Company entered into an agreement with a third party to sell two FCC licenses and assets in Memphis, Tennessee and Buffalo, New York as well as certain intellectual property. During the fourth quarter of 2022, the Company agreed to sell assets of a station in Palm Desert, California. In aggregate, these assets had a carrying value of approximately $5.8 million. During the second quarter of 2023, the Company completed these sales for $15.7 million, net of $0.3 million transaction fees. The company recognized a gain on sale, net of commissions and other expenses of $9.9 million. During the fourth quarter of 2023, the Company completed the sale of tower assets for $10.1 million. The Company recognized a gain on the sale, net of commission and other expenses of $9.1 million. These 2023 gains were offset by losses of $6.6 million resulting from the disposal of assets no longer used in production of revenue. 2022 Dispositions During the first quarter of 2022, the Company closed on an agreement to sell a perpetual easement in San Francisco, California and recognized a gain of approximately $2.5 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. 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, equipment and an FCC license in Las Vegas, Nevada. Total proceeds from the sale of the land and equipment was $39.1 million and resulted in a gain of approximately $35.3 million. During 2022, the Company also recognized net gains of approximately $0.6 million on sales of other assets no longer used in production of revenue. 2022 Beasley Exchange During the fourth quarter of 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. 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 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 $1.3 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 assets 535 Radio broadcasting licenses 2,002 Total intangible assets 2,002 Total assets $ 2,537 Merger and Acquisition Costs |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES Restructuring Charges The following table presents the components of restructuring charges. Year Ended December 31 2023 2022 (amounts in thousands) Workforce reduction $ 3,124 $ 6,058 Costs to exit duplicative contracts 11,474 1,450 Other restructuring costs 377 2,500 Total restructuring charges $ 14,975 $ 10,008 Restructuring Plans During the first quarter of 2023, the Company initiated a restructuring plan (the "2023 Plan") to help mitigate the adverse impact that the current macroeconomic conditions are having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the current macroeconomic conditions, as such this is an ongoing restructuring program. The 2023 Plan primarily included workforce reduction charges that consists of one-time termination benefits and the related costs to mitigate the adverse impacts of the current macroeconomic conditions, which includes exiting duplicative and loss-making contracts. During the third quarter of 2022, the Company initiated a restructuring plan (the "2022 Plan") to help mitigate the adverse impact that the current macroeconomic conditions are having on financial results and business operations. 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. The table below sets forth the estimated amount of unpaid restructuring charges as of December 31, 2023 included in accrued expenses that are expected to be paid in less than one year. Year Ended December 31, 2023 2022 (amounts in thousands) Restructuring charges, beginning balance $ 2,750 $ 2,623 Additions 14,975 10,008 Payments (16,906) (9,881) Restructuring charges unpaid and outstanding 819 2,750 Restructuring charges - noncurrent portion — — Restructuring charges - current portion $ 819 $ 2,750 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
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, 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, 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, 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 $1.6 million and $0.8 million as of December 31, 2023, and December 31, 2022, respectively. As of December 31, Description 2023 2022 (amounts in thousands) Receivables, included in “Accounts receivable net of allowance for doubtful accounts” $ 256,466 $ 260,509 Unearned revenue - current 10,990 13,687 Unearned revenue - noncurrent 1,257 403 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: Unearned Revenue Year Ended December 31, (amounts in thousands) Beginning balance on January 1, 2023 $ 14,090 Revenue recognized during the period that was included in the beginning balance of contract liabilities (12,950) Additions, net of revenue recognized during period 11,107 Ending balance $ 12,247 Disaggregation of revenue The following table presents the Company’s revenues disaggregated by revenue source: Year Ended December 31. Revenue by Source 2023 2022 (amounts in thousands) Spot revenues $ 714,332 $ 798,006 Digital revenues 260,476 259,135 Network revenues 85,471 89,897 Sponsorships and event revenues 60,904 60,074 Other revenues 47,756 46,552 Net revenues $ 1,168,939 $ 1,253,664 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 some 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 $1.3 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, 2023 | |
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: As of December 31, Net Accounts Receivable 2023 2022 (amounts in thousands) Accounts receivable $ 264,933 $ 270,781 Allowance for doubtful accounts and sales reserves (6,845) (9,424) Accounts receivable, net of allowance for doubtful accounts and sales reserves $ 258,088 $ 261,357 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, 2023 $ 6,302 $ 2,376 $ (3,806) $ 4,872 December 31, 2022 $ 9,949 $ 506 $ (4,153) $ 6,302 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, 2023 $ 3,122 $ 4,500 $ (5,649) $ 1,973 December 31, 2022 $ 5,135 $ 4,324 $ (6,337) $ 3,122 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
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 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 table below provides the components of lease expense included within the consolidated statements of operations: Year Ended December 31, Lease Cost 2023 2022 (amounts in thousands) Operating lease cost $ 49,872 $ 50,379 Variable lease cost 13,467 11,101 Short-term lease cost — — Non-cash impairment of ROU Assets and other costs related to impairment of leases 14,111 3,328 Total lease cost $ 77,450 $ 64,808 Supplemental Lease Information Supplemental cash flow information related to leases is as follows: Year Ended December 31, Description 2023 2022 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities $ 54,614 $ 54,487 Lease liabilities arising from obtaining right-of-use assets $ 51,281 $ 33,185 Supplemental balance sheet information related to leases is as follows: As of December 31, Description 2023 2022 (amounts in thousands) Operating Leases Operating leases right-of-use assets $ 202,010 $ 211,022 Operating lease liabilities (current) 37,631 40,815 Operating lease liabilities (noncurrent) 201,802 196,654 Total operating lease liabilities $ 239,433 $ 237,469 As of December 31 2023 2022 Operating Leases Weighted average remaining lease term 6.56 years 7 years Weighed average discount rate 5.11 % 4.7 % Maturities The aggregate maturities of the Company’s lease liabilities as of December 31, 2023, are as follows: Operating Lease Maturities (amounts in thousands) For the years ending December 31: 2024 $ 53,118 2025 49,808 2026 44,182 2027 37,828 2028 29,029 Thereafter 70,252 Total lease payments 284,217 Less: imputed interest (44,784) Total $ 239,433 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
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 or the intangible asset, then a charge is recorded to the results of operations. 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 annually. 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, Acquisitions and Dispositions, and Note 20, Assets Held for Sale, for additional information. As of December 31, Broadcasting Licenses Carrying Amount 2023 2022 (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,089,226 $ 2,251,546 Disposition of radio stations (see Note 3) (4,956) (4,377) Acquisitions (see Note 3) — 2,002 Loss on impairment (See Note 12) (1,289,499) (159,089) Assets held for sale (see Note 20) — (856) Ending period balance $ 794,771 $ 2,089,226 The following table presents the changes in goodwill. Refer to Note 3, Acquisitions and Dispositions, for additional information. As of December 31, Goodwill Carrying Amount 2023 2022 (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,062,588 $ 1,062,723 Accumulated loss on impairment as of January 1, (998,673) (980,547) Goodwill beginning balance after cumulative loss on impairment as of January 1, 63,915 82,176 Loss on impairment (see Note 12) — (18,126) Measurement period adjustments to acquired goodwill — (135) Ending period balance $ 63,915 $ 63,915 Goodwill, net of cumulative loss on impairment Goodwill balance before cumulative loss on impairment as of December 31, $ 1,062,588 $ 1,062,588 Accumulated loss on impairment as of December 31, (998,673) (998,673) Goodwill ending balance as of December 31, $ 63,915 $ 63,915 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. Based on this 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 impairment test. At a minimum, the Company performs quantitative goodwill impairments for reporting units annually. Methodology - Broadcasting License Impairment Assessments 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 10-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. The Company evaluates whether the facts and circumstances and available information resulted in the need for an impairment assessment for its FCC broadcasting licenses. The Company completes these interim impairment analyses to assess its broadcasting licenses at the market level using the Greenfield method. Broadcasting Licenses Impairment Assessment Results In the second quarter of 2023, the Company determined that there was a need for an impairment assessment based on the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price. As a result of this second quarter assessment, the Company concluded 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 $124.8 million ($91.5 million, net of tax) in the second quarter of 2023. During the third quarter of 2023, the Company determined that there was a need for an impairment assessment based on the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in market data used to derive the forecasts of future performance. As a result of this third quarter assessment, the Company concluded 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 $265.8 million ($194.9 million, net of tax) in the third quarter of 2023. During the fourth quarter of 2023, the Company determined that continued deterioration in its financial performance, the finalization of its enterprise-wide forecast in anticipation of an imminent bankruptcy filing, near final negotiation with its lenders, and deterioration in radio and broadcast market valuations indicated that incremental risk existed related to its ability to meet its forecasts supporting its broadcast license assets. This risk was reflected primarily in reductions in its long-term growth rate and a further increase in the company specific risk included in the weighted average cost of capital. The Company performed an annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain markets and, accordingly, recorded an impairment loss of $898.9 million ($659.2 million, net of tax) in fourth quarter of 2023. In 2022, the Company evaluated whether the facts and circumstances and available information resulted 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) in the third quarter of 2022. 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. Estimates and Assumptions – 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 Second Quarter Fourth Quarter Third Quarter Discount rate 15.00 % 10.00 % 9.50 % 9.50 % 9.50 % Operating profit margin ranges for average stations in markets where the Company operates 15% to 31% 18% to 32% 18% to 32% 18% to 33% 20% to 33% Forecasted growth rate (including long-term growth rate) range of the Company's markets (2.5)% to 0% (2.0)% to 0% 0% to 1% 0.0% to 0.6% 0.0% to 0.6% 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. Methodology - Goodwill Impairment Assessments 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. 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. Goodwill Impairment Assessment Results During the second quarter and third quarters of 2023, the Company evaluated whether the facts and circumstances and available information resulted 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. The Company completed interim impairment assessments for its goodwill at the podcast reporting unit for the second quarter and third quarter periods. As a result of these interim impairment assessments, the Company determined that the fair value of its podcast reporting unit was greater than the carrying value, and accordingly, no impairment loss was recorded. During the fourth quarter of 2023, the Company performed its annual goodwill impairment assessment. As a result of this annual impairment assessment, the Company determined that the fair value of its podcast reporting unit was greater than the carrying value, and accordingly, no impairment loss was recorded. During the third quarter of 2022, the Company evaluated whether the facts and circumstances and available information resulted 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. Our remaining goodwill as of December 31, 2023 is limited to the goodwill acquired in the 2019 acquisitions of Cadence13 and Pineapple Street and the 2021 acquisition of Podcorn totaling approximately $64.0 million allocated to the podcast reporting unit and the 2021 acquisition of AmperWave which was not significant. At December 1, 2023 our annual impairment date, the podcast reporting unit fair value approximated its carrying value. Estimates and Assumptions - 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 2023 Third Quarter 2023 Second Quarter 2023 Fourth Quarter 2022 Third Quarter 2022 Discount rate - podcast reporting unit 16.0 % 11.5 % 11.5 % 11.0 % 11.0 % Discount rate - QLGG reporting unit not applicable not applicable not applicable not applicable 13.0 % 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, deferred contracts 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 2023 and 2022, the Company reviewed the carrying value and the useful lives of these assets and determined they were appropriate. The following tables set forth the Company's definite-lived intangibles which are recorded in Software, net and Other assets on the balance sheet: (i) a listing of the assets comprising definite-lived assets; (ii) the amount of amortization expense for definite-lived intangible assets; and (iii) the Company’s estimate of amortization expense for definite-lived intangible assets in future periods. The table below presents software and other intangible assets carried on the Company's consolidated balance sheet: Definite-Lived Intangibles As of December 31, 2023 As of December 31, 2022 Asset Accumulated Amortization Net Asset Accumulated Amortization Net Period Of Amortization (amounts in thousands) Deferred contracts (1) $ 1,253 $ 1,253 $ — $ 1,362 $ 1,362 $ — Term of contract Software costs 218,190 89,062 129,128 200,273 48,444 151,829 3 to 7 years Advertiser lists and customer relationships (1) 31,674 31,652 22 31,674 30,973 701 3 to 5 years Other definite-lived assets (1) 26,762 16,278 10,484 26,761 15,095 11,666 Term of contract Total definite-lived intangibles $ 277,879 $ 138,245 $ 139,634 $ 260,070 $ 95,874 $ 164,196 (1) Deferred contracts, advertiser list and customer relationships and other definite-lived assets are recorded in Other assets on the balance sheet. The following table presents the various categories of amortization expense: Year Ended December 31, Amortization Expense 2023 2022 (amounts in thousands) Software Costs $ 40,639 $ 24,888 Definite-lived assets 2,004 7,798 Total $ 42,643 $ 32,686 The following table presents the Company’s estimate of amortization expense, for each of the five succeeding years for: (i) software costs; and (ii) definite-lived assets: Future Amortization Expense Definite-Lived Assets Years ending December 31, 2024 $ 55,584 2025 44,552 2026 21,880 2027 7,015 2028 4,402 Thereafter 6,201 Total $ 139,634 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Other current liabilities consist of the following as of the periods indicated: As of December 31, Other Current Liabilities 2023 2022 (amounts in thousands) Accrued interest payable $ 76,680 $ 14,933 Accrued compensation 22,918 25,730 Unearned revenue 10,990 13,687 Advertiser obligations 5,601 6,465 Other (1) 14,842 19,734 Total other current liabilities $ 131,031 $ 80,549 (1) Other current liabilities primarily consist of accrued benefits, accounts receivable credits, accrued sports rights and non-income-tax liabilities. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt was comprised of the following as of December 31, 2023: As of December 31, Long-Term Debt (1) 2023 2022 (amounts in thousands) Old Credit Facility Old Revolver, matures August 19, 2024 $ 220,126 $ 180,000 Old Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium 836 1,116 853,377 813,531 Old 2027 Notes 6.500% notes due May 1, 2027 460,000 460,000 Plus unamortized premium 2,477 3,220 462,477 463,220 Old 2029 Notes 6.750% notes, due March 31, 2029 540,000 540,000 540,000 540,000 Old Accounts receivable facility, matures July 15, 2024 75,000 75,000 Other debt — 23 Total debt before deferred financing costs 1,930,854 1,891,774 Deferred financing costs (excludes the revolving credit) (6,831) (11,412) Total long-term debt, net 1,924,023 1,880,362 Current portion of long-term debt (1,924,023) — Total long-term debt, net of current portion $ — $ 1,880,362 Outstanding standby letters of credit $ — $ 5,909 (1) As of December 31, 2023, the Company had $1.9 billion of consolidated debt. The filing of the Chapter 11 Cases on January 7, 2024 constituted an event of default with respect to the Company's existing debt obligations other than its old accounts receivable facility, which accounted for $75.0 million of the Company's consolidated debt. As a result of the filing of the Chapter 11 Cases, all of such debt of the Debtors (which excludes the accounts receivable facility) became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all other prepetition obligations of the Debtors are subject to settlement under the Plan which was confirmed by the Bankruptcy Court on February 20, 2024. Prior to the filing of the Chapter 11 Cases, the Company elected to utilize certain grace periods (described in detail below) for certain interest payments under its debt agreements and obtained extensions of certain grace periods and amendments to certain requirements under those agreements as further described below. Refer to Note 1, Basis of Presentation—Going Concern, Note 22, Subsequent Events, “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations” in Part II, Item 7, and “Risk Factors” in Part II, Item 1A, for additional information. (A) Prepetition Debt (Historical) The Old Credit Facility As of December 31, 2023, the Company’s old credit facility, as amended (the “Old Credit Facility”), was comprised of a $227.3 million revolver with an original stated maturity date of August 19, 2024 (the “Old Revolver”), and a $632.4 million term loan with a stated maturity date of November 17, 2024 (the “Old Term B-2 Loan”). In addition, we had no letters of credit outstanding under the Old Credit Facility. As of December 31, 2023, total liquidity was $69.7 million, which was comprised of our cash, cash equivalents and restricted cash of $73.0 million less restricted cash of $3.3 million, as there were no amounts available under the Old Revolver. The Old Credit Facility had 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 Old Credit Facility required the Company to comply a maximum Consolidated Net First-Lien Leverage Ratio (as defined in the Old Credit Facility) that could not exceed 4.0 times. Such financial covenant is not in force during pendency of the Chapter 11 Cases. As of December 31, 2023, the Company was in compliance with the financial covenants and all other terms of the Old Credit Facility in all material respects due to the utilization of interest payment grace periods, and amendments and waivers obtained from lenders between October 30, 2023 and December 8, 2023, prior to the Company’s filing of the Chapter 11 Cases. The Old 2027 Notes In 2019, the Company and its finance subsidiary, Audacy Capital Corp. ("Audacy Capital Corp."), issued $425.0 million in aggregate principal amount of 6.500% senior secured second-lien notes due May 1, 2027 (the "Old 2027 Notes"). In 2021, the Company and Audacy Capital Corp., issued an additional $45.0 million of 2027 Notes. All of the additional 2027 Notes are treated as a single series with the Old 2027 Notes and have substantially the same terms as the Old 2027 Notes. During 2022, the Company repurchased $10.0 million of the Old 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the Old 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the Old 2027 Notes is reflected on the balance sheet as an addition to the Old 2027 Notes. Interest on the Old 2027 Notes accrued at the rate of 6.500% per annum and was payable semi-annually in arrears on May 1 and November 1 of each year. The Old 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 Old 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. As of December 31, 2023, the Company was in compliance with the financial covenants and all other terms of the Old 2027 Notes in all material respects due to the utilization of interest payment grace periods, and amendments and waivers obtained from lenders between November 1, 2023 and December 8, 2023, prior to the Company’s filing of the Chapter 11 Cases. The Old 2029 Notes During 2021, the Company and Audacy Capital Corp., issued $540.0 million in aggregate principal amount of senior secured second-lien notes due March 31, 2029 (the "Old 2029 Notes"). Interest on the Old 2029 Notes accrued at the rate of 6.750% per annum and was payable semi-annually in arrears on March 31 and September 30 of each year. As of December 31, 2023, the Company was in compliance with the financial covenants and all other terms of the Old 2029 Notes in all material respects due to the utilization of interest payment grace periods, and amendments and waivers obtained from lenders between October 2, 2023 and December 8, 2023, prior to the Company’s filing of the Chapter 11 Cases. Accounts Receivable Facility On July 15, 2021, the Company and certain of its subsidiaries, including Audacy Receivables, LLC, a Delaware limited liability company and the Company’s wholly-owned subsidiary (“Audacy Receivables”) entered into the $75.0 million Old Receivables Facility to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding debt under the Old Credit Facility. Audacy Receivables is considered an 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. Pursuant to a purchase and sale agreement, certain of the Company's wholly-owned subsidiaries sold their accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy NY. Pursuant to a sale and contribution agreement, Audacy NY sold and contributed its accounts receivable, including those it had acquired from other Audacy subsidiaries, together with customary related security and interests in the proceeds thereof, to Audacy Receivables. Pursuant to a receivables purchase agreement, Audacy Receivables sold 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 the investors under the receivables purchase agreement at a variable rate based on commercial paper rates or the Secured Overnight Financing Rate ("SOFR") or commercial paper rates plus a margin. Collections on the accounts receivable: (A) were then used to either: (i) satisfy the obligations of Audacy Receivables under the Old Receivables Facility; or (ii) purchase additional accounts receivable from the Originators; or (B) make a distribution to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acted as the servicer under the Old Receivables Facility. The Old Receivables Facility contained 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 contained customary default and termination provisions which provided 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. The Company agreed to guarantee the performance obligations of Audacy Operations and the Originators under the Old Receivables Facility documents. None of the Company, Audacy Operations or the Originators agreed to guarantee any obligations of Audacy Receivables or the collection of any of the receivables or to 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 were used by the SPV to pay the purchase price for accounts receivables it acquired from Audacy NY and could then be used to fund capital expenditures, repay borrowings on the Old 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 legal assets of Audacy NY, Audacy Operations or the Company. The Old Receivables Facility was accounted for as a secured financing. The pledged receivables and the corresponding debt were included in Accounts receivable and Long-term debt, net of current, respectively, on the Company's consolidated balance sheets. The Old Receivables Facility had usual and customary covenants including, but not limited to, a Consolidated First-Lien Leverage Ratio (as defined in the Old Receivables Facility) that could not exceed 4.0 times, a minimum tangible net worth (as defined within the Old Receivables Facility) of at least $300.0 million and a requirement to maintain liquidity of $25.0 million. The Old Receivables Facility was set to expire on July 15, 2024. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current, respectively, on the Company’s consolidated balance sheet. At December 31, 2023, the Company had outstanding borrowings of $75.0 million under the Old Receivables Facility. As of December 31, 2023, the Company was in compliance with the Old Receivables Facility and related financial covenants in all material respects due to the utilization of cross-default and other amendments and waivers obtained from the counterparties to the Old Receivables Facility between November 3, 2023 and December 8, 2023, prior to the Company’s filing of the Chapter 11 Cases. (B) Postpetition Debt (Pendency of Chapter 11 Cases) Debtors-in-Possession Facility On January 9, 2024, Audacy Capital Corp. and certain of its subsidiaries entered into a debtor-in-possession facility (the “DIP Facility”) pursuant to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the lenders party thereto (collectively, the “TL DIP Lenders”). The entry into the DIP Credit Agreement was approved by an order of the Bankruptcy Court. Principal Amount . The DIP Credit Agreement provides for a $32.0 million term loan facility, to be used for general corporate purposes, maintenance of minimum operational liquidity, payment of administrative expenses and other operating expenses while in bankruptcy. Interest and Fees . The DIP Facility accumulates interest at a rate of one-month term SOFR plus an applicable margin of 6.00%, subject to an Alternative Reference Rates Committee (“ARRC”) credit spread adjustment of 0.11448%. Additional fees and expenses under the DIP Facility include (i) a 3.00% backstop premium, (ii) a 2.00% upfront commitment fee and (iii) a 15.00% redemption premium payable in certain circumstances as outlined in the DIP Credit Agreement. Borrowings under the DIP Facility are senior secured obligations of the Debtors, secured by priming first-priority liens on the Collateral (as defined in the DIP Credit Agreement). Covenants . The DIP Credit Agreement has various customary covenants, as well as covenants mandating compliance by the Loan Parties (as defined in the DIP Credit Agreement) with a budget, variance testing and reporting requirements, among others. Maturity . The scheduled maturity of the DIP Facility will be the earlier of (i) 60 days following the Petition Date (with a 180-day extension option if a Confirmation Order has been entered by the Bankruptcy Court by that time and regulatory approval is pending), (ii) the effective date of the Plan, (iii) 45 days after the Petition Date if no final debtor-in-possession order (“DIP Order”) has been entered, and (iv) the time determined by an acceleration as a result of an event of default. The DIP Credit Agreement includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain debt, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the DIP Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under the DIP Credit Agreement and all actions permitted to be taken under the loan documents or applicable law, subject to the terms of the DIP Order. As of January 31, 2024, the Company has borrowed the entirety of the $32.0 million of available loans under the DIP Facility. On the effective date of the Plan, the Company expects to convert certain outstanding amounts owing under the DIP Credit Agreement, as well as certain other prepetition obligations, into loans under the Exit Credit Facility (as defined below) in accordance with the terms of the Plan. See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt” in this Part II, Item 7. New Receivables Facility On January 9, 2024, the Company amended the Old Receivables Facility agreements to, among other things, increase the available financing limit from $75.0 million to $100.0 million, extend the facility revolving period termination date from July 15, 2024 to January 9, 2026, and remove the financial covenants for the period of the Chapter 11 Cases (the “New Receivables Facility”). The New Receivables Facility was approved by an order of the Bankruptcy Court. The terms of the New Receivables Facility are substantially similar to the terms of the Old Receivables Facility, subject to certain amendments relating to the Chapter 11 Cases. The revolving period under the New Receivables Facility expires on January 9, 2026. The New Receivables Facility will terminate on the effective date of the Plan, unless certain amendments are entered into and other specified exit conditions are satisfied. The Company continues to use the New Receivables Facility to provide day-to-day operating liquidity during the Chapter 11 Cases and to enable it to continue its business operations in the ordinary course. As of January 31, 2024, the Company has $75 million of outstanding principal investments under the New Receivables Facility. The Company intends to fulfill the exit conditions of the New Receivables Facility and to keep the New Receivables Facility in place following the effective date of the Plan. See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt” in Part II, Item 7. (C) Anticipated Post-Emergence Debt Exit Facility The Company expects to enter into a credit facility (the “Exit Credit Facility”) upon emergence from Chapter 11 protection, which will provide for term loans in an aggregate amount of $250.0 million consisting of (i) approximately $25.0 million in first-out exit term loans and (ii) approximately $225.0 million in second-out exit term loans, in each case subject to certain adjustment mechanisms. The first-out exit term loans will be comprised of converted DIP Facility claims, and only first lien lenders that are also lenders under the DIP Credit Agreement will have the option to participate in the first-out exit term loans. Holders of first lien loans will have a portion of their prepetition claims converted into the second-out exit term loans under the Plan. The Exit Credit Facility will allow the Company to obtain a senior-secured revolver facility of up to $50.0 million. The first-out exit term loans will be secured by a lien on substantially all of the Company’s assets after the Restructuring, will mature four years after the effective date of the Plan and will accrue interest at SOFR plus an applicable margin of 7.00%, subject to standard ARRC credit spread adjustments. The second-out exit term loans will be secured on the same basis as, but will be subordinated in right of payment to, the first-out exit term loans, will mature five years after the effective date of the Plan and will accrue interest at a SOFR rate plus an applicable margin of 6.00%, subject to standard ARRC credit spread adjustments. Exit Receivables Facility Upon emergence from Chapter 11 protection, and subject to the terms and conditions of the Plan, the Company and certain of its subsidiaries will enter into further amendments to the New Receivables Facility (the “Exit Receivables Facility”). The terms of the Exit Receivables Facility will be substantially similar to the terms of the New Receivables Facility, except as follows: certain provisions of the Old Receivables Facility documents that were not in effect under the New Receivables Facility documents during the Chapter 11 Cases will be reintroduced, and certain new financial covenants will be introduced, including a requirement to maintain tangible net worth at a level at least equal to 50% of the tangible net worth as determined after the exit date, and the requirement for the Company to maintain a minimum liquidity of $25.0 million. (D) Net Interest Expense The components of net interest expense are as follows: Year Ended December 31, Net Interest Expense 2023 2022 (amounts in thousands) Interest expense $ 133,105 $ 103,470 Amortization of deferred financing costs 6,048 5,115 Amortization of original issue discount (premium) of senior notes (1,021) (1,024) Interest income and other investment income — (70) Total net interest expense $ 138,132 $ 107,491 The weighted average interest rate under the Old Credit Facility (before taking into account the fees on the unused portion of the Revolver) was: (i) 8.1% as of December 31, 2023; and (ii) 6.8% as of December 31, 2022. (E) 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. In November of 2023, the Company settled this transaction earlier than its original expiration date of June 28, 2024, and as such, recorded a credit to interest expense of $1.5 million. After exiting the position, the Company had no derivative instruments as of December 31, 2023 qualifying for hedge treatment. Refer to Note 11, 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. (F) 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 Old Old Old Old Old Total (amounts in thousands) Years ending December 31 2024 $ 632,415 $ 220,126 $ 460,000 $ 540,000 75,000 $ 1,927,541 2025 — — — — — — 2026 — — — — — — 2027 — — — — — — 2028 — — — — — — Thereafter — — — — — — Total $ 632,415 $ 220,126 $ 460,000 $ 540,000 $ 75,000 $ 1,927,541 (F) Guarantor and Non-Guarantor Financial Information As of December 31, 2023, most of the direct and indirect subsidiaries of Audacy Capital Corp. are guarantors of Audacy Capital Corp.’s obligations under the Old Credit Facility, the Old 2027 Notes and the Old 2029 Notes. Under certain covenants, the Company’s subsidiary guarantors are restricted from paying dividends or distributions in excess of amounts defined under the Old 2027 Notes and the Old 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, 2023, 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, 2023 | |
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 19, 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 As of December 31, 2022, the Company's interest rate hedge transaction consisted of a Collar agreement with a notional amount of $220.0 million which was entered into to manage interest rate risk related to its variable rate debt. Under the Collar transaction, two separate agreements were established with an upper limit, or cap, and a lower limit, or floor, for the Company’s SOFR borrowing rate. This transaction was tied to the one-month SOFR interest rate. During the interim periods 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. In November of 2023, the Company settled this transaction earlier than its original expiration date of June 28, 2024, and as such, recorded a credit to interest expense of $1.5 million. After exiting the position, the Company had no derivative instruments as of December 31, 2023 qualifying for hedge treatment. The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of December 31, 2023, and December 31, 2022: As of December 31, Accumulated Derivative Gain (loss) 2023 2022 (amounts in thousands) Accumulated derivative unrealized gain (loss) $ — $ 2,942 The following table presents the accumulated net derivative gain (loss) recorded in accumulated other comprehensive income (loss) for the years ended December 31, 2023 and 2022 : 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 Year Ended December 31, 2023 2022 2023 2022 (amounts in thousands) $ (1,475) $ 3,231 $ (4,515) $ 232 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 paid 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 TRS was settled on a monthly basis, therefore limiting counterparty performance risk. The Company did not designate the TRS as an accounting hedge. Rather, the Company recorded 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. In the first quarter of 2023, the Company recorded the net change in the fair value of the TRS in station operating expenses and corporate, general and administrative expenses in the amount of a $0.8 million expense. Of this amount, a $0.3 million expense was recorded in corporate, general and administrative expenses and a $0.5 million expense was recorded in station operating expenses. |
IMPAIRMENT LOSS
IMPAIRMENT LOSS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENT LOSS | IMPAIRMENT LOSS The following table presents the various categories of impairment loss: Year Ended December 31, Impairment Loss 2023 2022 (amounts in thousands) Broadcasting licenses $ 1,289,499 $ 159,089 Goodwill — 18,126 ROU Asset and other costs related to impairment of leases 14,111 3,328 Investments 1,505 — Total impairment loss $ 1,305,115 $ 180,543 |
SHAREHOLDERS_ (DEFICIT) EQUITY
SHAREHOLDERS’ (DEFICIT) EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ (DEFICIT) EQUITY | SHAREHOLDERS’ (DEFICIT) 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 The Company's quarterly dividend program has been suspended since 2020. As such, the Company did not pay any dividends during the years ended December 31, 2023 or 2022. 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 Old Credit Facility, the Old 2027 Notes and the Old 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. 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: As of December 31, Dividend Equivalent Liabilities Balance Sheet Location 2023 2022 (amounts in thousands) Short-term Other current liabilities $ 1 $ 229 Long-term Other long-term liabilities 19 1 Total $ 20 $ 230 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: Year Ended December 31, 2023 2022 (amounts in thousands) Shares of stock deemed repurchased 28 23 Amount recorded as financing activity $ 129 $ 1,883 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 66,667. 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: Year Ended December 31, 2023 2022 (amounts in thousands) Number of shares purchased — 19 Non-cash compensation expense recognized $ — $ 64 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 Old Credit Facility, the Old 2027 Notes and the Old 2029 Notes. During the years ended December 31, 2023 and 2022, the Company did not repurchase any shares under the 2017 Share Repurchase Program. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | NET 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, Earnings Per Share 2023 2022 (amounts in thousands, except share and per share data) Basic Income (Loss) Per Share Numerator Net loss $ (1,136,871) $ (140,671) Denominator Basic weighted average shares outstanding 4,706,015 4,621,798 Net loss per share - Basic $ (241.58) $ (30.44) Diluted Income (Loss) Per Share Numerator Net loss $ (1,136,871) $ (140,671) Denominator Basic weighted average shares outstanding 4,706,015 4,621,798 Effect of RSUs and options under the treasury stock method (1) — — Diluted weighted average shares outstanding 4,706,015 4,621,798 Net loss per share - Diluted $ (241.58) $ (30.44) (1) The Company had net losses used to calculate earnings per share for the years ended December 31, 2023 and 2022. Therefore, the effects of common share equivalents are excluded from the calculation of diluted loss per share for these periods because they would be antidilutive. Reverse Stock Split On June 30, 2023, the Company effected a one-for-thirty reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of Common Stock. As a result of the Reverse Stock Split, every thirty (30) shares of Common Stock issued and outstanding were automatically combined into one (1) share of issued and outstanding Common Stock, without any change in the par value per share. In addition, proportional adjustments were made to the number of shares of the Company’s Class A common stock subject to outstanding equity awards, as well as the applicable exercise price, to reflect the Reverse Stock Split. All information related to Common Stock, stock options, restricted stock units, and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. The Company effected the Reverse Stock Split to seek to regain compliance with the minimum average closing price requirement of Rule 802.01C of the New York Stock Exchange’s Listing Company Manual. Following the Reverse Stock Split, the Class A common stock continued to be traded on the OTC under the symbol “AUDA” on a split-adjusted basis beginning on June 30, 2023. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any shareholders of Class A or Class B common stock who would have been entitled to receive fractional shares as a result of the Reverse Stock Split received cash payment equal to the product obtained by multiplying (a) the fraction of the share of Class A or Class B common stock which shareholder would have otherwise been entitled to receive by (b) the closing price per share of the Company's Class A common stock on the OTC at the close of business on the date prior to the Effective Time. Disclosure of Anti-Dilutive Shares The following table presents those shares excluded as they were anti-dilutive: Year Ended December 31, Anti-dilutive shares 2023 2022 (amounts in thousands, except per share data) Dilutive or anti-dilutive for all potentially dilutive equivalent shares anti-dilutive anti-dilutive Excluded shares as anti-dilutive under the treasury stock method: Options excluded 17 20 Price range of options excluded: from $ 106.20 $ 106.20 Price range of options excluded: to $ 419.40 $ 419.40 RSUs with service conditions 261 123 Excluded RSUs with service and market conditions as market conditions not met 25 25 Excluded shares as anti-dilutive when reporting a net loss — 29 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
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 “2022 Equity Compensation 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 2022 Equity Compensation Plan will continue in effect for a term of ten years unless terminated or amended earlier pursuant to the termination provisions under the 2022 Equity Compensation Plan. Under the 2022 Equity Compensation Plan, the Company is permitted to grant Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Dividend Equivalents. Subject to any future stock splits and similar events, the maximum aggregate number of shares that may be issued under the Plan (after adjusting the shares for the June 30, 2023 reverse stock split) is equal to 391,667 shares. As of December 31, 2023, the remaining shares available for grant were 150,531 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 (1) Weighted Average Purchase Price Weighted Aggregate Intrinsic Value as of December 31, 2023 (amounts in thousands) RSUs outstanding as of: December 31, 2022 208 RSUs awarded December 31, 2023 200 RSUs released December 31, 2023 (114) RSUs forfeited December 31, 2023 (22) RSUs outstanding as of: December 31, 2023 272 $ — 1.3 years $ 62 RSUs vested and expected to vest as of: December 31, 2023 254 $ — 1.3 years $ 58 RSUs exercisable (vested and deferred) as of: December 31, 2023 — $ — 0.0 years $ — Weighted average remaining recognition period 2.3 years Unamortized compensation expense $ 3,882 (1) Reverse Stock Split applied The following table presents additional information on RSU activity: Year Ended December 31, 2023 2022 Shares Amount Shares Amount (amounts in thousands, except per share data) RSUs issued 200 $ 1,589 59 $ 2,742 RSUs forfeited - service based (22) (1,201) (22) (2,674) Net RSUs issued and increase (decrease) to paid-in capital 178 $ 388 37 $ 68 Weighted average grant date fair value per share $ 7.94 $ 46.20 Fair value of shares vested per share $ 84.81 $ 116.40 RSUs vested and released 114 79 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: Year Ended December 31, 2023 2022 (amounts in thousands, except per share Reconciliation of RSUs with Service And Market Conditions Beginning of period balance 25 1 Number of RSUs granted — 25 Number of RSUs forfeited — (1) Number of RSUs vested — — End of period balance 25 25 Weighted average fair value of RSUs granted with market conditions n/a $ 28.80 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. The table sets forth the assumptions used in the Monte Carlo simulations used to determine the fair values of the RSU awards with service and market conditions granted in 2022 (no RSU's with service and market conditions were granted in 2023): RSU's and Assumptions by Grant Year 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 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. The following table presents the changes in outstanding RSUs with service and performance conditions for 2023: Year Ended December 31, 2023 2022 (amounts in thousands, except per share Reconciliation of RSUs with Performance Conditions Beginning of period balance 6,666 — Number of RSUs granted — 6,666 Number of RSUs forfeited (3,333) — Number of RSUs vested — — End of period balance 3,333 6,666 Weighted average fair value of RSUs granted with performance conditions n/a $ 19.50 Option Activity No options were granted or vested during 2023 of 2022. The following table summarized the changes in outstanding options for 2023. Period Ended Number of Options Weighted Average Exercise Price Weighted Intrinsic Value as of December 31, 2023 (amounts in thousands, except per share data) Options outstanding as of: December 31, 2022 20 $ 339.90 Options expired December 31, 2023 (5) 397.20 Options outstanding as of: December 31, 2023 15 $ 320.55 1.3 years $ — Options vested and expected to vest as of: December 31, 2023 15 $ 320.55 1.3 years $ — Options vested and exercisable as of: December 31, 2023 15 $ 320.55 1.3 years $ — Weighted average remaining recognition period 0.0 years 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, 2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Exercisable December 31, 2023 Weighted Average Exercise Price From To $106.20 $ 210.30 2,223 5.5 $ 162.05 2,223 $ 162.05 $289.80 $ 419.40 12,957 0.6 $ 347.75 12,957 $ 347.75 $106.20 $ 419.40 15,180 1.3 $ 320.55 15,180 $ 320.55 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. 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: Year Ended December 31, 2023 2022 (amounts in thousands) Station operating expenses $ 1,703 $ 3,290 Corporate general and administrative expenses 2,684 5,039 Stock-based compensation expense included in operating expenses 4,387 8,329 Income tax benefit (1) 1,437 1,656 After-tax stock-based compensation expense $ 2,950 $ 6,673 (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, 2023 | |
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 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: Year Ended December 31, 2023 2022 (amounts in thousands) Federal statutory income tax rate 21 % 21 % Computed tax expense at federal statutory rates on income before income $ (312,129) $ (37,999) State income tax expense, net of federal benefit (77,445) (6,666) Goodwill impairment — 3,807 Valuation allowance current year activity 31,722 — Tax impact of share-based awards 1,290 832 Restructuring and related costs 3,881 — Nondeductible expenses and other 3,224 (249) Income tax benefit $ (349,457) $ (40,275) Effective Income Tax Rates The Company recognized an income tax benefit at an effective income tax rate of 23.51% and 22.26% for 2023 and 2022, respectively. These rates were 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. Year Ended December 31, Income tax expense 2023 2022 Current: (amounts in thousands) Current: Federal $ — $ (5,746) State 914 2,622 Total current 914 (3,124) Deferred: Federal (251,426) (26,018) State (98,945) (11,133) Total deferred (350,371) (37,151) Total income taxes (benefit) $ (349,457) $ (40,275) 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, 2023 and 2022, are as detailed below. As of December 31, 2023 2022 (amounts in thousands) Deferred tax assets: Federal and state income tax loss carryforwards $ 74,734 $ 71,349 Share-based compensation 2,042 2,983 Investments - impairments 752 350 Lease rental obligations — 3 Deferred compensation 5,696 6,489 Interest Expense Limitation Carryforward 67,750 34,525 Debt fair value adjustment 884 1,156 Reserves 551 551 Lease liability 63,859 63,335 Employee benefits 1,600 2,151 Provision for doubtful accounts 1,826 2,514 Other non-current — — Total deferred tax assets before valuation allowance 219,694 185,406 Valuation allowance (60,143) (20,158) Total deferred tax assets $ 159,551 $ 165,248 Deferred tax liabilities: Lease ROU asset (53,880) (56,283) Property, equipment and certain intangibles (35,579) (48,159) Broadcasting licenses and goodwill (168,043) (507,176) Other non-current (3,986) (7,008) Total deferred tax liabilities $ (261,488) $ (618,626) Total net deferred tax liabilities $ (101,937) $ (453,378) 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 2023 and 2022, the Company’s ability to utilize certain net operating loss carryforwards (“NOLs”) are limited under Section 382 of the Code as a result of the Merger. 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, 2023 $ 20,158 $ 39,985 $ — $ — $ 60,143 December 31, 2022 21,249 (1,091) — — 20,158 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: As of December 31, 2023 2022 (amounts in thousands) Liabilities for uncertain tax positions Interest and penalties $ — $ (297) Total liabilities for uncertain tax positions $ — $ (297) 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: Year Ended December 31, 2023 2022 (amounts in thousands) Expense (income) for uncertain tax positions Interest and penalties (income) $ — $ (297) Total income taxes (benefit) from uncertain tax positions $ — $ (297) The following table presents the gross amount of changes in unrecognized tax benefits: Year Ended December 31, 2023 2022 (amounts in thousands) Beginning of year balance $ (5,741) $ (6,204) Prior year positions Reductions due to statute lapse 671 463 End of year balance $ (5,070) $ (5,741) Ending liability balance included above that was reflected as an offset to $ (5,070) $ (5,741) 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, 2023, 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: Year Ended December 31, 2023 2022 (amounts in thousands) Federal and state income tax payments (refunds) $ 1,728 $ (14,554) Net Operating Loss and Interest Expense 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 does not anticipate utilizing all of its NOL carryforwards. In addition, the Company has recorded a valuation allowance against a portion of its interest expense limitation carryforward. The Company has recorded a valuation allowance for a portion of its 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 table below reflects estimates for net operating losses and interest expense carryforwards as the final 2023 returns will not be filed until late 2024: As of December 31, 2023 Net Operating Losses: (amounts in Expiration Periods Federal NOL carryforwards $ 232,114 2032 to indefinite State NOL carryforwards $ 571,324 2024 to indefinite Interest Expense Carryforward: Interest Expense limitation carryforward $ 254,021 Indefinite |
SUPPLEMENTAL CASH FLOW DISCLOSU
SUPPLEMENTAL CASH FLOW DISCLOSURES ON NON-CASH ACTIVITIES | 12 Months Ended |
Dec. 31, 2023 | |
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: Year Ended December 31, 2023 2022 (amounts in thousands) Operating Activities Barter revenues $ 12,390 $ 11,396 Barter expenses $ 12,390 $ 11,396 Financing Activities Increase in paid-in capital from the issuance of RSUs $ 1,589 $ 2,742 Decrease in paid-in capital from the forfeiture of RSUs (1,201) (2,674) Net paid-in capital of RSUs issued (forfeited) $ 388 $ 68 Investing Activities Non cash additions to property and equipment and intangibles $ 2,899 $ 8,757 Net radio station assets given up in a market $ — $ (4,496) Net radio station assets acquired in a market $ — $ 1,959 |
EMPLOYEE SAVINGS AND BENEFIT PL
EMPLOYEE SAVINGS AND BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 (amounts in thousands) Deferred compensation Beginning of period balance $ 24,123 $ 32,730 Employee compensation deferrals — — Employee compensation payments (5,524) (4,462) Increase (decrease) in plan fair value 2,446 (4,145) End of period balance $ 21,045 $ 24,123 401(k) Savings Plan |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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 10, Long-Term Debt; (iii) deemed deferred compensation plans as described in Note 18, 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 11, 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) Liabilities Deferred compensation plan liabilities (1) $ 21,045 $ 16,923 $ — $ — $ 4,122 Contingent Consideration (4) $ 31 $ — $ — $ 31 $ — 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 $ — (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, 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. The Company exited this interest rate collar during the fourth quarter of 2023 and had no derivative financial instrument agreements outstanding as of December 31, 2023. (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. 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 2023, 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 loss in the second, third and fourth quarters of 2023. During the second, third and fourth quarters of 2023, the Company conducted interim and annual impairment assessments on the Goodwill of its podcasting unit. As a result of these impairment assessments, the Company determined the fair value of the goodwill related to its podcast unit was greater than its respective carrying value. Accordingly, the Company recorded no impairment loss in the second, third and fourth quarters of 2023. Refer to Note 8, Intangible Assets and Goodwill, for additional information. During the second, third and fourth quarters of 2023, 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 loss in the second, third and fourth quarters of 2023. During the third quarter and fourth quarter of 2022, the Company conducted interim and annual impairment assessments on its broadcasting licenses. As a result of the third quarter impairment assessment, the Company determined 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. As a result of the fourth quarter annual impairment test, the Company determined the fair value of its broadcasting licenses was greater than their respective carrying values. Accordingly, no impairment loss was recorded. During the second, third and fourth quarters of 2022, the Company conducted interim and annual impairment assessments on goodwill related to its podcasting units. As a result of the second and fourth quarter goodwill impairment assessments, the Company determined the fair value of goodwill was greater than the respective carrying value, therefore, no goodwill impairment loss was recorded. During the third quarter of 2022, 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. Our remaining goodwill as of December 31, 2023 is limited to the goodwill acquired in the 2019 acquisitions of Cadence13 and Pineapple Street and the 2021 acquisition of Podcorn totaling approximately $64.0 million allocated to the podcast reporting unit and the 2021 acquisition of AmperWave which was not significant. At December 1, 2023 our annual impairment date, the podcast reporting unit fair value approximated its carrying 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. 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 years ended December 31, 2023 and 2022, the Company recorded impairment loss of $14.1 million and $3.3 million related to ROU assets and other costs related to impairment of leases within the impairment loss line item on the consolidated statement of operations. Refer to Note 12, Impairment Loss, for additional information. During the year ended December 31, 2023 the Company recorded $1.5 million impairment loss related to our investments in privately held companies for which we own a minority interest. No impairment loss related to our investments was recorded in 2022. 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: As of December 31, As of December 31, Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) Old Term B Loans (1) $ 632,415 $ 309,747 $ 632,415 $ 454,548 Old Revolver (2) $ 220,126 $ 220,126 $ 180,000 $ 180,000 Old 2029 Notes (3) $ 540,000 $ 10,125 $ 540,000 $ 92,138 Old 2027 Notes (3) $ 460,000 $ 8,625 $ 460,000 $ 82,513 Accounts receivable facility (4) $ 75,000 $ 75,000 Other debt (4) $ — $ 752 Letters of credit (4) $ — $ 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 Old 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 Old Revolver was considered to approximate the carrying value as the interest payments are based on SOFR rates that reset periodically. The Old 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 Old 2029 Notes and Old 2027 Notes to compute the fair value as these Old 2029 Notes and Old 2027 Notes are traded in the debt securities market. The Old 2029 Notes and Old 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. The company had no letters of credit outstanding as of December 31, 2023. 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 included in Other assets, net of accumulated amortization on the Consolidated Balance Sheets 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. In 2023, the Company has estimated the fair value of its investments and determined that two of its three investments were impaired based on internally developed methodologies and as such, recorded an impairment loss of $1.5 million to write down the value of these investments to a fair value of $1.5 million. The Company has one remaining investment in a privately held company valued at $1.5 million. This investment continues to be measured under the measurement alternative at its original cost basis and is included in Other assets, net of accumulated amortization on the consolidated balance sheets. The following table presents the Company’s investments valued under the measurement alternative: As of December 31, Investments Valued Under the Measurement Alternative 2023 2022 (amounts in thousands) Investment balance before cumulative impairment as of January 1, $ 3,005 $ 3,005 Accumulated impairment as of January 1, — — Investment beginning balance after cumulative impairment as of January 1, 3,005 3,005 Impairment of investments (1,505) — Ending period balance $ 1,500 $ 3,005 |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 12 Months Ended |
Dec. 31, 2023 | |
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 are comprised of operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. During the second and fourth quarters of 2023, the Company entered into agreements to dispose of land, building and equipment located in Boston, Massachusetts. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. These assets had a carrying value of approximately $1.5 million as of December 31, 2023. The Company completed the sale of these assets during the first quarter of 2024. Refer to Note 3, Acquisitions and Dispositions — 2024 Dispositions, for additional information on the net gains recorded in connection with these transactions. 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, and in aggregate, these assets had a carrying value of approximately $4.6 million as of December 31, 2022. The Company completed the sales of these assets during 2023. Refer to Note 3, Acquisitions and Dispositions — 2023 Dispositions, for additional information on the net gains recorded in connection with these transactions. The table below sets forth the major categories of the assets held for sale as of the dates indicated: As of December 31, Assets Held for Sale 2023 2022 (amounts in thousands) Net property and equipment $ 1,544 $ 4,618 Radio broadcasting licenses — 856 Net assets held for sale $ 1,544 $ 5,474 |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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. 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 $495,500 for a single incident, with a maximum fine of up to $4,573,840 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 the Company has 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 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. 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: Year Ended December 31, 2023 2022 (amounts in thousands) Rent expense $ 62,152 $ 60,434 The Company also has various commitments under the following types of contracts: Future Minimum Annual Commitments Rent Under Sale Programming Total Years ending December 31, (amounts in thousands) 2024 $ 50,019 $ 3,098 $ 203,464 $ 256,581 2025 46,482 3,326 176,983 226,791 2026 40,910 3,273 79,466 123,649 2027 34,457 3,371 34,450 72,278 2028 25,557 3,472 32,422 61,451 Thereafter 66,192 4,052 2,200 72,444 $ 263,617 $ 20,592 $ 528,985 $ 813,194 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Events occurring after December 31, 2023, 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. Bankruptcy Proceedings On February 20, 2024, the Bankruptcy Court entered an order confirming the Plan and the Disclosure Statement in connection with the Chapter 11 Cases previously filed by the Company and certain of its direct and indirect subsidiaries (together with the Company, the “Debtors”) on the Petition Date. The Chapter 11 Cases are being administered under the caption In re: Audacy, Inc., et. al, Case No. 24-90004 (CML). The Plan was supported by the Restructuring Support Agreement with a supermajority of the Consenting Lenders, under which the Consenting Lenders agreed to, among other things, vote in favor of the Plan. The Plan’s effectiveness is subject to certain conditions, including the receipt of approval from the FCC for the emergence of the Debtors from Chapter 11 protection and their expected ownership. See "Business—Current Bankruptcy Proceedings” in Part I, Item 1, Risk Factors—Risks Related to the Restructuring" in Part I, Item 1A and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, and Note 1, Basis of Presentation, for additional information about the Plan and the Chapter 11 Cases. Debtors-in-Possession Facility On January 9, 2024, Audacy Capital Corp. and certain of the Company’s subsidiaries entered into the $32.0 million DIP Facility pursuant to the DIP Credit Agreement. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Postpetition Debt (Pendency of Chapter 11 Cases)—Debtors-in-Possession Facility” in Part II, Item 7 and Note 10, Long-Term Debt for additional information about the DIP Facility. New Receivables Facility On January 9, 2024, the Company amended its Old Receivables Facility to, among other things, increase the available financing limit from $75.0 million to $100.0 million and extend the facility revolving period termination date from July 15, 2024 to January 9, 2026 and remove the financial covenants for the period for the Chapter 11 Cases. See "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Postpetition Debt (Pendency of Chapter 11 Cases—New Receivables Facility” in Part II, Item 7 and Note 10, Long-Term Debt. BMI Settlement On January 31, 2024, the Company entered into a settlement agreement (the “Settlement Agreement”) with Broadcast Music, Inc. (“BMI”) and Otis Parent, Inc. (“Otis”) relating to the Company's ownership of certain shares of BMI common stock and certain license fees owed by the Company to BMI. The Bankruptcy Court approved the Settlement Agreement on February 6, 2024. As provided in the Settlement Agreement, the Company submitted lost security affidavits to BMI, and BMI reissued new stock certificates to the Company representing certain of the Company's shares in BMI. The Company submitted the reissued stock certificates to BMI’s paying agent in connection with BMI’s sale to and merger with New Mountain Capital, L.L.C., an affiliate of Otis, and received $25.5 million in merger consideration for the shares. The Company will submit additional lost security affidavits to BMI at certain specified dates in respect of certain additional BMI shares owned by the Company and, subject to certain additional conditions in the Agreement, BMI may reissue new stock certificates in respect of such shares, which the Company may submit to BMI’s paying agent for an additional $13.7 million in merger consideration. Pursuant to the Agreement, the Company also paid BMI $0.6 million in settlement of a portion of license fees that BMI claimed as unpaid. A remaining $9.3 million in fees claimed by BMI as unpaid are the subject of settlement discussions between the Company and BMI. This balance includes BMI's invoices for the fourth quarter of 2023 and for January 2024 that were accrued by the Company but were unpaid as of the Petition Date. Disposition During the first quarter of 2024, the Company completed the sales of land, building and equipment located in Boston, Massachusetts for aggregate proceeds of $14.4 million. The Company recognized net gains on the sales, net of commissions and other expenses, of $12.9 million. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the presentation in the current year, which primarily relate to reclassification of certain classes of assets all within long-term assets. There have been no changes to previously reported current assets, total assets, current liabilities, total liabilities, shareholders' (deficit) equity, revenues, operating loss or net loss. |
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 facility (the "Old Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding debt under the Company's Old Credit Facility (as defined in Note 10, Long-Term Debt, below). The documentation for the Old Receivables Facility included (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 “Prepetition Receivables 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 Old Receivables Facility, Audacy NY sold 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, which, in turn, obtained 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, current portion respectively, on the Consolidated Balance Sheets. The aggregate principal amount of the loans made by the Lenders could not exceed $75.0 million outstanding at any time. The revolving period under the Old Receivables Facility, prior to entry into the New Receivables Facility, was set to expire on July 15, 2024, unless earlier terminated or subsequently extended. The SPV is considered a Variable Interest Entity ("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, 2023 or is expected to be provided in the future that was not previously contractually required. As of December 31, 2023, the SPV had $240.3 million of net accounts receivable and had outstanding borrowings of $75.0 million under the Old 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 which was completed in 2022. 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 enables 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. |
Property and Equipment, net | Property and Equipment, net 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, computer software, leasehold improvements and other intangible assets. 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. |
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. |
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 to 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 | 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 be disclosed. The application of this guidance may also affect the tax basis 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’ (deficit) equity. See Note 16, Income Taxes, for a further discussion of income taxes. |
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. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts. 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 and Note 9, Other Current Liabilities for additional information on unearned 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, 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, 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, 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. |
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 collection 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 10, 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. 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 10, 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. |
Time Brokerage Agreement Fees (Income) | Time Brokerage Agreement Fees (Income) 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. The Company did not record TBA fees or income during 2023 or 2022. |
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 17, 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. |
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. 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 21, 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 15, 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, 2023, and 2022, 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. |
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 21, Contingencies and Commitments. |
Software Costs | 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 In November 2023, the FASB issued Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires disclosure of the title and position of the Chief Operating Decision Maker ("CODM"), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of significant expenses regularly provided to the CODM that are included within the reported measure of segment profit or loss . The amendments of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of this standard, including timing of adoption. In December 2023, the FASB issued Update 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes paid, and unrecognized tax benefits. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and should be applied prospectively. The Company is currently evaluating the impact of this standard, including timing of adoption. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Depreciation Expense on Property and Equipment | Depreciation expense for property and equipment is reflected in the following table: Year Ended December 31, Depreciation Expense 2023 2022 (amounts in thousands) Depreciation expense on property and equipment $ 31,300 $ 33,100 |
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 As of December 31, From To 2023 2022 Land, land easements and land improvements 0 15 $ 100,512 $ 99,141 Buildings 20 40 35,724 37,166 Equipment 3 40 224,769 223,880 Furniture and fixtures 5 10 19,998 19,779 Leasehold improvements and other * * 114,155 113,264 495,158 493,230 Accumulated depreciation (255,204) (238,439) 239,954 254,791 Capital improvements in progress 44,727 44,801 Property and equipment, net $ 284,681 $ 299,592 *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: As of December 31, Unearned Revenues Balance Sheet Location 2023 2022 (amounts in thousands) Current Other current liabilities $ 10,990 $ 13,687 Long-term Other long-term liabilities $ 1,257 $ 403 As of December 31, Description 2023 2022 (amounts in thousands) Receivables, included in “Accounts receivable net of allowance for doubtful accounts” $ 256,466 $ 260,509 Unearned revenue - current 10,990 13,687 Unearned revenue - noncurrent 1,257 403 |
Schedule of Cash and Cash Equivalents | The following table presents cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of amounts reported in the Consolidated Statements of Cash Flow. As of December 31, Cash, Cash Equivalents and Restricted Cash 2023 2022 (amounts in thousands) Cash and cash equivalents $ 69,694 $ 103,344 Restricted cash (1) 3,300 — Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 72,994 $ 103,344 (1) Restricted cash consists of cash held in a bank in connection with the Company's corporate credit card program. |
Schedule of Restricted Cash and Cash Equivalents | The following table presents cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets to the total of amounts reported in the Consolidated Statements of Cash Flow. As of December 31, Cash, Cash Equivalents and Restricted Cash 2023 2022 (amounts in thousands) Cash and cash equivalents $ 69,694 $ 103,344 Restricted cash (1) 3,300 — Total cash, cash equivalents and restricted cash in the Statement of Cash Flows $ 72,994 $ 103,344 (1) Restricted cash consists of cash held in a bank in connection with the Company's corporate credit card program. |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 assets 535 Radio broadcasting licenses 2,002 Total intangible assets 2,002 Total assets $ 2,537 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table presents the components of restructuring charges. Year Ended December 31 2023 2022 (amounts in thousands) Workforce reduction $ 3,124 $ 6,058 Costs to exit duplicative contracts 11,474 1,450 Other restructuring costs 377 2,500 Total restructuring charges $ 14,975 $ 10,008 |
Changes in Restructuring Reserve | The table below sets forth the estimated amount of unpaid restructuring charges as of December 31, 2023 included in accrued expenses that are expected to be paid in less than one year. Year Ended December 31, 2023 2022 (amounts in thousands) Restructuring charges, beginning balance $ 2,750 $ 2,623 Additions 14,975 10,008 Payments (16,906) (9,881) Restructuring charges unpaid and outstanding 819 2,750 Restructuring charges - noncurrent portion — — Restructuring charges - current portion $ 819 $ 2,750 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: As of December 31, Unearned Revenues Balance Sheet Location 2023 2022 (amounts in thousands) Current Other current liabilities $ 10,990 $ 13,687 Long-term Other long-term liabilities $ 1,257 $ 403 As of December 31, Description 2023 2022 (amounts in thousands) Receivables, included in “Accounts receivable net of allowance for doubtful accounts” $ 256,466 $ 260,509 Unearned revenue - current 10,990 13,687 Unearned revenue - noncurrent 1,257 403 |
Summary of Change in Contract Assets and Liabilities | Significant changes in the contract liabilities balances during the period are as follows: Unearned Revenue Year Ended December 31, (amounts in thousands) Beginning balance on January 1, 2023 $ 14,090 Revenue recognized during the period that was included in the beginning balance of contract liabilities (12,950) Additions, net of revenue recognized during period 11,107 Ending balance $ 12,247 |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Year Ended December 31. Revenue by Source 2023 2022 (amounts in thousands) Spot revenues $ 714,332 $ 798,006 Digital revenues 260,476 259,135 Network revenues 85,471 89,897 Sponsorships and event revenues 60,904 60,074 Other revenues 47,756 46,552 Net revenues $ 1,168,939 $ 1,253,664 |
ACCOUNTS RECEIVABLE AND RELAT_2
ACCOUNTS RECEIVABLE AND RELATED ALLOWANCE FOR DOUBTFUL ACCOUNTS AND SALES RESERVES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: As of December 31, Net Accounts Receivable 2023 2022 (amounts in thousands) Accounts receivable $ 264,933 $ 270,781 Allowance for doubtful accounts and sales reserves (6,845) (9,424) Accounts receivable, net of allowance for doubtful accounts and sales reserves $ 258,088 $ 261,357 |
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, 2023 $ 6,302 $ 2,376 $ (3,806) $ 4,872 December 31, 2022 $ 9,949 $ 506 $ (4,153) $ 6,302 |
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, 2023 $ 3,122 $ 4,500 $ (5,649) $ 1,973 December 31, 2022 $ 5,135 $ 4,324 $ (6,337) $ 3,122 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The table below provides the components of lease expense included within the consolidated statements of operations: Year Ended December 31, Lease Cost 2023 2022 (amounts in thousands) Operating lease cost $ 49,872 $ 50,379 Variable lease cost 13,467 11,101 Short-term lease cost — — Non-cash impairment of ROU Assets and other costs related to impairment of leases 14,111 3,328 Total lease cost $ 77,450 $ 64,808 The following table provides the Company’s rent expense for the periods indicated: Year Ended December 31, 2023 2022 (amounts in thousands) Rent expense $ 62,152 $ 60,434 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Year Ended December 31, Description 2023 2022 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities $ 54,614 $ 54,487 Lease liabilities arising from obtaining right-of-use assets $ 51,281 $ 33,185 |
Supplemental Balance Sheet information Related to Leases | Supplemental balance sheet information related to leases is as follows: As of December 31, Description 2023 2022 (amounts in thousands) Operating Leases Operating leases right-of-use assets $ 202,010 $ 211,022 Operating lease liabilities (current) 37,631 40,815 Operating lease liabilities (noncurrent) 201,802 196,654 Total operating lease liabilities $ 239,433 $ 237,469 As of December 31 2023 2022 Operating Leases Weighted average remaining lease term 6.56 years 7 years Weighed average discount rate 5.11 % 4.7 % |
Schedule of Aggregate Maturities of Lease Liability | The aggregate maturities of the Company’s lease liabilities as of December 31, 2023, are as follows: Operating Lease Maturities (amounts in thousands) For the years ending December 31: 2024 $ 53,118 2025 49,808 2026 44,182 2027 37,828 2028 29,029 Thereafter 70,252 Total lease payments 284,217 Less: imputed interest (44,784) Total $ 239,433 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, Acquisitions and Dispositions, and Note 20, Assets Held for Sale, for additional information. As of December 31, Broadcasting Licenses Carrying Amount 2023 2022 (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,089,226 $ 2,251,546 Disposition of radio stations (see Note 3) (4,956) (4,377) Acquisitions (see Note 3) — 2,002 Loss on impairment (See Note 12) (1,289,499) (159,089) Assets held for sale (see Note 20) — (856) Ending period balance $ 794,771 $ 2,089,226 |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill. Refer to Note 3, Acquisitions and Dispositions, for additional information. As of December 31, Goodwill Carrying Amount 2023 2022 (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,062,588 $ 1,062,723 Accumulated loss on impairment as of January 1, (998,673) (980,547) Goodwill beginning balance after cumulative loss on impairment as of January 1, 63,915 82,176 Loss on impairment (see Note 12) — (18,126) Measurement period adjustments to acquired goodwill — (135) Ending period balance $ 63,915 $ 63,915 Goodwill, net of cumulative loss on impairment Goodwill balance before cumulative loss on impairment as of December 31, $ 1,062,588 $ 1,062,588 Accumulated loss on impairment as of December 31, (998,673) (998,673) Goodwill ending balance as of December 31, $ 63,915 $ 63,915 |
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 Second Quarter Fourth Quarter Third Quarter Discount rate 15.00 % 10.00 % 9.50 % 9.50 % 9.50 % Operating profit margin ranges for average stations in markets where the Company operates 15% to 31% 18% to 32% 18% to 32% 18% to 33% 20% to 33% Forecasted growth rate (including long-term growth rate) range of the Company's markets (2.5)% to 0% (2.0)% to 0% 0% to 1% 0.0% to 0.6% 0.0% to 0.6% |
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 2023 Third Quarter 2023 Second Quarter 2023 Fourth Quarter 2022 Third Quarter 2022 Discount rate - podcast reporting unit 16.0 % 11.5 % 11.5 % 11.0 % 11.0 % Discount rate - QLGG reporting unit not applicable not applicable not applicable not applicable 13.0 % |
Schedule of Software and Other Intangible Assets | The table below presents software and other intangible assets carried on the Company's consolidated balance sheet: Definite-Lived Intangibles As of December 31, 2023 As of December 31, 2022 Asset Accumulated Amortization Net Asset Accumulated Amortization Net Period Of Amortization (amounts in thousands) Deferred contracts (1) $ 1,253 $ 1,253 $ — $ 1,362 $ 1,362 $ — Term of contract Software costs 218,190 89,062 129,128 200,273 48,444 151,829 3 to 7 years Advertiser lists and customer relationships (1) 31,674 31,652 22 31,674 30,973 701 3 to 5 years Other definite-lived assets (1) 26,762 16,278 10,484 26,761 15,095 11,666 Term of contract Total definite-lived intangibles $ 277,879 $ 138,245 $ 139,634 $ 260,070 $ 95,874 $ 164,196 (1) Deferred contracts, advertiser list and customer relationships and other definite-lived assets are recorded in Other assets on the balance sheet. |
Schedule of Finite-Lived Intangible Assets Amortization Expense | The following table presents the various categories of amortization expense: Year Ended December 31, Amortization Expense 2023 2022 (amounts in thousands) Software Costs $ 40,639 $ 24,888 Definite-lived assets 2,004 7,798 Total $ 42,643 $ 32,686 |
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) software costs; and (ii) definite-lived assets: Future Amortization Expense Definite-Lived Assets Years ending December 31, 2024 $ 55,584 2025 44,552 2026 21,880 2027 7,015 2028 4,402 Thereafter 6,201 Total $ 139,634 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following as of the periods indicated: As of December 31, Other Current Liabilities 2023 2022 (amounts in thousands) Accrued interest payable $ 76,680 $ 14,933 Accrued compensation 22,918 25,730 Unearned revenue 10,990 13,687 Advertiser obligations 5,601 6,465 Other (1) 14,842 19,734 Total other current liabilities $ 131,031 $ 80,549 (1) Other current liabilities primarily consist of accrued benefits, accounts receivable credits, accrued sports rights and non-income-tax liabilities. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt was comprised of the following as of December 31, 2023: As of December 31, Long-Term Debt (1) 2023 2022 (amounts in thousands) Old Credit Facility Old Revolver, matures August 19, 2024 $ 220,126 $ 180,000 Old Term B-2 Loan, due November 17, 2024 632,415 632,415 Plus unamortized premium 836 1,116 853,377 813,531 Old 2027 Notes 6.500% notes due May 1, 2027 460,000 460,000 Plus unamortized premium 2,477 3,220 462,477 463,220 Old 2029 Notes 6.750% notes, due March 31, 2029 540,000 540,000 540,000 540,000 Old Accounts receivable facility, matures July 15, 2024 75,000 75,000 Other debt — 23 Total debt before deferred financing costs 1,930,854 1,891,774 Deferred financing costs (excludes the revolving credit) (6,831) (11,412) Total long-term debt, net 1,924,023 1,880,362 Current portion of long-term debt (1,924,023) — Total long-term debt, net of current portion $ — $ 1,880,362 Outstanding standby letters of credit $ — $ 5,909 (1) As of December 31, 2023, the Company had $1.9 billion of consolidated debt. The filing of the Chapter 11 Cases on January 7, 2024 constituted an event of default with respect to the Company's existing debt obligations other than its old accounts receivable facility, which accounted for $75.0 million of the Company's consolidated debt. As a result of the filing of the Chapter 11 Cases, all of such debt of the Debtors (which excludes the accounts receivable facility) became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all other prepetition obligations of the Debtors are subject to settlement under the Plan which was confirmed by the Bankruptcy Court on February 20, 2024. Prior to the filing of the Chapter 11 Cases, the Company elected to utilize certain grace periods (described in detail below) for certain interest payments under its debt agreements and obtained extensions of certain grace periods and amendments to certain requirements under those agreements as further described below. |
Schedule of Net Interest Expense | The components of net interest expense are as follows: Year Ended December 31, Net Interest Expense 2023 2022 (amounts in thousands) Interest expense $ 133,105 $ 103,470 Amortization of deferred financing costs 6,048 5,115 Amortization of original issue discount (premium) of senior notes (1,021) (1,024) Interest income and other investment income — (70) Total net interest expense $ 138,132 $ 107,491 |
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 Old Old Old Old Old Total (amounts in thousands) Years ending December 31 2024 $ 632,415 $ 220,126 $ 460,000 $ 540,000 75,000 $ 1,927,541 2025 — — — — — — 2026 — — — — — — 2027 — — — — — — 2028 — — — — — — Thereafter — — — — — — Total $ 632,415 $ 220,126 $ 460,000 $ 540,000 $ 75,000 $ 1,927,541 |
DERIVATIVE AND HEDGING ACTIVI_2
DERIVATIVE AND HEDGING ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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, 2023, and December 31, 2022: As of December 31, Accumulated Derivative Gain (loss) 2023 2022 (amounts in thousands) Accumulated derivative unrealized gain (loss) $ — $ 2,942 The following table presents the accumulated net derivative gain (loss) recorded in accumulated other comprehensive income (loss) for the years ended December 31, 2023 and 2022 : 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 Year Ended December 31, 2023 2022 2023 2022 (amounts in thousands) $ (1,475) $ 3,231 $ (4,515) $ 232 |
IMPAIRMENT LOSS (Tables)
IMPAIRMENT LOSS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment Loss | The following table presents the various categories of impairment loss: Year Ended December 31, Impairment Loss 2023 2022 (amounts in thousands) Broadcasting licenses $ 1,289,499 $ 159,089 Goodwill — 18,126 ROU Asset and other costs related to impairment of leases 14,111 3,328 Investments 1,505 — Total impairment loss $ 1,305,115 $ 180,543 |
SHAREHOLDERS_ (DEFICIT) EQUITY
SHAREHOLDERS’ (DEFICIT) EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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: As of December 31, Dividend Equivalent Liabilities Balance Sheet Location 2023 2022 (amounts in thousands) Short-term Other current liabilities $ 1 $ 229 Long-term Other long-term liabilities 19 1 Total $ 20 $ 230 |
Summary Information on the Deemed Repurchase of Vested RSUs | The following table provides summary information on the deemed repurchase of vested RSUs: Year Ended December 31, 2023 2022 (amounts in thousands) Shares of stock deemed repurchased 28 23 Amount recorded as financing activity $ 129 $ 1,883 |
Summary of ESPP Activity | The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP: Year Ended December 31, 2023 2022 (amounts in thousands) Number of shares purchased — 19 Non-cash compensation expense recognized $ — $ 64 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net 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, Earnings Per Share 2023 2022 (amounts in thousands, except share and per share data) Basic Income (Loss) Per Share Numerator Net loss $ (1,136,871) $ (140,671) Denominator Basic weighted average shares outstanding 4,706,015 4,621,798 Net loss per share - Basic $ (241.58) $ (30.44) Diluted Income (Loss) Per Share Numerator Net loss $ (1,136,871) $ (140,671) Denominator Basic weighted average shares outstanding 4,706,015 4,621,798 Effect of RSUs and options under the treasury stock method (1) — — Diluted weighted average shares outstanding 4,706,015 4,621,798 Net loss per share - Diluted $ (241.58) $ (30.44) (1) The Company had net losses used to calculate earnings per share for the years ended December 31, 2023 and 2022. Therefore, the effects of common share equivalents are excluded from the calculation of diluted loss per share for these periods because they would be antidilutive. |
Schedule of Antidilutive Securities | The following table presents those shares excluded as they were anti-dilutive: Year Ended December 31, Anti-dilutive shares 2023 2022 (amounts in thousands, except per share data) Dilutive or anti-dilutive for all potentially dilutive equivalent shares anti-dilutive anti-dilutive Excluded shares as anti-dilutive under the treasury stock method: Options excluded 17 20 Price range of options excluded: from $ 106.20 $ 106.20 Price range of options excluded: to $ 419.40 $ 419.40 RSUs with service conditions 261 123 Excluded RSUs with service and market conditions as market conditions not met 25 25 Excluded shares as anti-dilutive when reporting a net loss — 29 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 (1) Weighted Average Purchase Price Weighted Aggregate Intrinsic Value as of December 31, 2023 (amounts in thousands) RSUs outstanding as of: December 31, 2022 208 RSUs awarded December 31, 2023 200 RSUs released December 31, 2023 (114) RSUs forfeited December 31, 2023 (22) RSUs outstanding as of: December 31, 2023 272 $ — 1.3 years $ 62 RSUs vested and expected to vest as of: December 31, 2023 254 $ — 1.3 years $ 58 RSUs exercisable (vested and deferred) as of: December 31, 2023 — $ — 0.0 years $ — Weighted average remaining recognition period 2.3 years Unamortized compensation expense $ 3,882 (1) Reverse Stock Split applied |
Additional Information on RSU Activity | The following table presents additional information on RSU activity: Year Ended December 31, 2023 2022 Shares Amount Shares Amount (amounts in thousands, except per share data) RSUs issued 200 $ 1,589 59 $ 2,742 RSUs forfeited - service based (22) (1,201) (22) (2,674) Net RSUs issued and increase (decrease) to paid-in capital 178 $ 388 37 $ 68 Weighted average grant date fair value per share $ 7.94 $ 46.20 Fair value of shares vested per share $ 84.81 $ 116.40 RSUs vested and released 114 79 |
Changes in RSUs with Market Conditions | The following table presents the changes in outstanding RSUs with market conditions: Year Ended December 31, 2023 2022 (amounts in thousands, except per share Reconciliation of RSUs with Service And Market Conditions Beginning of period balance 25 1 Number of RSUs granted — 25 Number of RSUs forfeited — (1) Number of RSUs vested — — End of period balance 25 25 Weighted average fair value of RSUs granted with market conditions n/a $ 28.80 The table sets forth the assumptions used in the Monte Carlo simulations used to determine the fair values of the RSU awards with service and market conditions granted in 2022 (no RSU's with service and market conditions were granted in 2023): RSU's and Assumptions by Grant Year 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 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 | The following table summarized the changes in outstanding options for 2023. Period Ended Number of Options Weighted Average Exercise Price Weighted Intrinsic Value as of December 31, 2023 (amounts in thousands, except per share data) Options outstanding as of: December 31, 2022 20 $ 339.90 Options expired December 31, 2023 (5) 397.20 Options outstanding as of: December 31, 2023 15 $ 320.55 1.3 years $ — Options vested and expected to vest as of: December 31, 2023 15 $ 320.55 1.3 years $ — Options vested and exercisable as of: December 31, 2023 15 $ 320.55 1.3 years $ — Weighted average remaining recognition period 0.0 years 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, 2023 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number of Options Exercisable December 31, 2023 Weighted Average Exercise Price From To $106.20 $ 210.30 2,223 5.5 $ 162.05 2,223 $ 162.05 $289.80 $ 419.40 12,957 0.6 $ 347.75 12,957 $ 347.75 $106.20 $ 419.40 15,180 1.3 $ 320.55 15,180 $ 320.55 |
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: Year Ended December 31, 2023 2022 (amounts in thousands) Station operating expenses $ 1,703 $ 3,290 Corporate general and administrative expenses 2,684 5,039 Stock-based compensation expense included in operating expenses 4,387 8,329 Income tax benefit (1) 1,437 1,656 After-tax stock-based compensation expense $ 2,950 $ 6,673 (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, 2023 | |
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: Year Ended December 31, 2023 2022 (amounts in thousands) Federal statutory income tax rate 21 % 21 % Computed tax expense at federal statutory rates on income before income $ (312,129) $ (37,999) State income tax expense, net of federal benefit (77,445) (6,666) Goodwill impairment — 3,807 Valuation allowance current year activity 31,722 — Tax impact of share-based awards 1,290 832 Restructuring and related costs 3,881 — Nondeductible expenses and other 3,224 (249) Income tax benefit $ (349,457) $ (40,275) |
Schedule of Components of Income Tax | Income tax expense (benefit) for each year is summarized in the table below. Year Ended December 31, Income tax expense 2023 2022 Current: (amounts in thousands) Current: Federal $ — $ (5,746) State 914 2,622 Total current 914 (3,124) Deferred: Federal (251,426) (26,018) State (98,945) (11,133) Total deferred (350,371) (37,151) Total income taxes (benefit) $ (349,457) $ (40,275) |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities as of December 31, 2023 and 2022, are as detailed below. As of December 31, 2023 2022 (amounts in thousands) Deferred tax assets: Federal and state income tax loss carryforwards $ 74,734 $ 71,349 Share-based compensation 2,042 2,983 Investments - impairments 752 350 Lease rental obligations — 3 Deferred compensation 5,696 6,489 Interest Expense Limitation Carryforward 67,750 34,525 Debt fair value adjustment 884 1,156 Reserves 551 551 Lease liability 63,859 63,335 Employee benefits 1,600 2,151 Provision for doubtful accounts 1,826 2,514 Other non-current — — Total deferred tax assets before valuation allowance 219,694 185,406 Valuation allowance (60,143) (20,158) Total deferred tax assets $ 159,551 $ 165,248 Deferred tax liabilities: Lease ROU asset (53,880) (56,283) Property, equipment and certain intangibles (35,579) (48,159) Broadcasting licenses and goodwill (168,043) (507,176) Other non-current (3,986) (7,008) Total deferred tax liabilities $ (261,488) $ (618,626) Total net deferred tax liabilities $ (101,937) $ (453,378) |
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, 2023 $ 20,158 $ 39,985 $ — $ — $ 60,143 December 31, 2022 21,249 (1,091) — — 20,158 |
Schedule of Liabilities for Uncertain Tax | The Company’s liabilities for uncertain tax positions are reflected in the following table: As of December 31, 2023 2022 (amounts in thousands) Liabilities for uncertain tax positions Interest and penalties $ — $ (297) Total liabilities for uncertain tax positions $ — $ (297) |
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: Year Ended December 31, 2023 2022 (amounts in thousands) Expense (income) for uncertain tax positions Interest and penalties (income) $ — $ (297) Total income taxes (benefit) from uncertain tax positions $ — $ (297) |
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: Year Ended December 31, 2023 2022 (amounts in thousands) Beginning of year balance $ (5,741) $ (6,204) Prior year positions Reductions due to statute lapse 671 463 End of year balance $ (5,070) $ (5,741) Ending liability balance included above that was reflected as an offset to $ (5,070) $ (5,741) |
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: Year Ended December 31, 2023 2022 (amounts in thousands) Federal and state income tax payments (refunds) $ 1,728 $ (14,554) |
Summary of Operating Loss and Interest Expense Carryforwards | The table below reflects estimates for net operating losses and interest expense carryforwards as the final 2023 returns will not be filed until late 2024: As of December 31, 2023 Net Operating Losses: (amounts in Expiration Periods Federal NOL carryforwards $ 232,114 2032 to indefinite State NOL carryforwards $ 571,324 2024 to indefinite Interest Expense Carryforward: Interest Expense limitation carryforward $ 254,021 Indefinite |
SUPPLEMENTAL CASH FLOW DISCLO_2
SUPPLEMENTAL CASH FLOW DISCLOSURES ON NON-CASH ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table provides non-cash disclosures during the periods indicated: Year Ended December 31, 2023 2022 (amounts in thousands) Operating Activities Barter revenues $ 12,390 $ 11,396 Barter expenses $ 12,390 $ 11,396 Financing Activities Increase in paid-in capital from the issuance of RSUs $ 1,589 $ 2,742 Decrease in paid-in capital from the forfeiture of RSUs (1,201) (2,674) Net paid-in capital of RSUs issued (forfeited) $ 388 $ 68 Investing Activities Non cash additions to property and equipment and intangibles $ 2,899 $ 8,757 Net radio station assets given up in a market $ — $ (4,496) Net radio station assets acquired in a market $ — $ 1,959 |
EMPLOYEE SAVINGS AND BENEFIT _2
EMPLOYEE SAVINGS AND BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Deferred Compensation Plan | Further contributions under these plans have been frozen. Years Ended December 31, Benefit Plan Disclosures 2023 2022 (amounts in thousands) Deferred compensation Beginning of period balance $ 24,123 $ 32,730 Employee compensation deferrals — — Employee compensation payments (5,524) (4,462) Increase (decrease) in plan fair value 2,446 (4,145) End of period balance $ 21,045 $ 24,123 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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) Liabilities Deferred compensation plan liabilities (1) $ 21,045 $ 16,923 $ — $ — $ 4,122 Contingent Consideration (4) $ 31 $ — $ — $ 31 $ — 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 $ — (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, 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. The Company exited this interest rate collar during the fourth quarter of 2023 and had no derivative financial instrument agreements outstanding as of December 31, 2023. (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. 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: As of December 31, As of December 31, Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) Old Term B Loans (1) $ 632,415 $ 309,747 $ 632,415 $ 454,548 Old Revolver (2) $ 220,126 $ 220,126 $ 180,000 $ 180,000 Old 2029 Notes (3) $ 540,000 $ 10,125 $ 540,000 $ 92,138 Old 2027 Notes (3) $ 460,000 $ 8,625 $ 460,000 $ 82,513 Accounts receivable facility (4) $ 75,000 $ 75,000 Other debt (4) $ — $ 752 Letters of credit (4) $ — $ 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 Old 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 Old Revolver was considered to approximate the carrying value as the interest payments are based on SOFR rates that reset periodically. The Old 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 Old 2029 Notes and Old 2027 Notes to compute the fair value as these Old 2029 Notes and Old 2027 Notes are traded in the debt securities market. The Old 2029 Notes and Old 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. The company had no letters of credit outstanding as of December 31, 2023. |
Schedule of Cost Method Investments | The following table presents the Company’s investments valued under the measurement alternative: As of December 31, Investments Valued Under the Measurement Alternative 2023 2022 (amounts in thousands) Investment balance before cumulative impairment as of January 1, $ 3,005 $ 3,005 Accumulated impairment as of January 1, — — Investment beginning balance after cumulative impairment as of January 1, 3,005 3,005 Impairment of investments (1,505) — Ending period balance $ 1,500 $ 3,005 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale | The table below sets forth the major categories of the assets held for sale as of the dates indicated: As of December 31, Assets Held for Sale 2023 2022 (amounts in thousands) Net property and equipment $ 1,544 $ 4,618 Radio broadcasting licenses — 856 Net assets held for sale $ 1,544 $ 5,474 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Rent Expense | The table below provides the components of lease expense included within the consolidated statements of operations: Year Ended December 31, Lease Cost 2023 2022 (amounts in thousands) Operating lease cost $ 49,872 $ 50,379 Variable lease cost 13,467 11,101 Short-term lease cost — — Non-cash impairment of ROU Assets and other costs related to impairment of leases 14,111 3,328 Total lease cost $ 77,450 $ 64,808 The following table provides the Company’s rent expense for the periods indicated: Year Ended December 31, 2023 2022 (amounts in thousands) Rent expense $ 62,152 $ 60,434 |
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 Years ending December 31, (amounts in thousands) 2024 $ 50,019 $ 3,098 $ 203,464 $ 256,581 2025 46,482 3,326 176,983 226,791 2026 40,910 3,273 79,466 123,649 2027 34,457 3,371 34,450 72,278 2028 25,557 3,472 32,422 61,451 Thereafter 66,192 4,052 2,200 72,444 $ 263,617 $ 20,592 $ 528,985 $ 813,194 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) $ in Thousands | Feb. 20, 2024 USD ($) | Jun. 30, 2023 shares | Feb. 19, 2024 USD ($) | Dec. 31, 2023 USD ($) radioMarket | Dec. 31, 2022 USD ($) |
Class of Stock [Line Items] | |||||
Nationwide footprint, number of top 15 markets | radioMarket | 15 | ||||
Nationwide footprint, number of top 25 markets | radioMarket | 20 | ||||
Reverse stock split (in shares) | shares | 0.033333 | ||||
Long-term debt | $ 1,924,023 | $ 1,880,362 | |||
Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Percentage of first lien holders in support of plan | 100% | ||||
Percentage of first lien holders in support of plan, percentage of first lien claims | 89.50% | ||||
Percentage of second lien holders in support of plan | 100% | ||||
Percentage of second lien holders in support of plan, percentage of second lien claims | 85.10% | ||||
Amount of debt equitized | $ 1,600,000 | ||||
Percentage of debt equitized | 80% | ||||
Long-term debt | $ 350,000 | $ 1,900,000 | |||
Percent of equity expected to be received, claim holders | 100% | ||||
Percent of equity expected to be received, debtor-in-possession claim holders | 10% | ||||
Percent of equity expected to be received, first-lien claim holders | 75% | ||||
Percent of equity expected to be received, second lien claim holders | 15% | ||||
Warrants exercisable term | 4 years | ||||
Percent of equity expected to be received, second lien warrant claim holders | 17.50% | ||||
Fully diluted basis, equity value of warrants | $ 771,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||
Jul. 15, 2021 USD ($) | Dec. 31, 2023 USD ($) segment investment | Dec. 31, 2022 USD ($) | |
Variable Interest Entity [Line Items] | |||
Accounts receivable, after allowance for credit loss | $ 258,088,000 | $ 261,357,000 | |
Carrying value of debt | 1,930,854,000 | 1,891,774,000 | |
Capital expenditure commitments outstanding | $ 2,900,000 | ||
Number of reportable segments | segment | 1 | ||
Number of operating segments | segment | 1 | ||
Investments impairment loss | $ 1,505,000 | 0 | |
Number of investments, write down | investment | 2 | ||
Number of investments owned | investment | 3 | ||
Investment owned, fair value | $ 1,500,000 | ||
Investments | 1,500,000 | ||
Advertising cost incurred | $ 1,600,000 | 3,300,000 | |
Capitalized computer software, amortization period | 3 years | ||
All Subisdiaries | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage of subsidiaries | 100% | ||
Maximum | |||
Variable Interest Entity [Line Items] | |||
Property and equipment, useful life | 40 years | ||
Old 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 | $ 240,300,000 | ||
Carrying value of debt | $ 75,000,000 | $ 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, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Depreciation expense on property and equipment | $ 31,300 | $ 33,100 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 495,158 | 493,230 |
Accumulated depreciation | (255,204) | (238,439) |
Net property and equipment before construction in progress | 239,954 | 254,791 |
Capital improvements in progress | 44,727 | 44,801 |
Property and equipment, net | $ 284,681 | 299,592 |
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 | $ 100,512 | 99,141 |
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 | $ 35,724 | 37,166 |
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 | $ 224,769 | 223,880 |
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 | $ 19,998 | 19,779 |
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 | $ 114,155 | $ 113,264 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Unearned Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Unearned revenue - current | $ 10,990 | $ 13,687 |
Unearned revenue - noncurrent | $ 1,257 | $ 403 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 69,694 | $ 103,344 | |
Restricted cash | 0 | ||
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows | $ 72,994 | $ 103,344 | $ 59,439 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) fCCLicenseAndAsset | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 43,135 | $ 58,589 | ||||||||
Number of FCC licenses and assets to be sold | fCCLicenseAndAsset | 2 | |||||||||
2022 Beasley Exchange | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Loss on disposition of business | $ (1,300) | |||||||||
CALIFORNIA | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 15,700 | |||||||||
Gain (loss) on sale of assets | 9,900 | |||||||||
Assets held for sale | $ 5,800 | |||||||||
Transaction fees | $ 300 | |||||||||
Houston Texas | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 4,200 | |||||||||
Gain (loss) on sale of assets | $ 10,600 | |||||||||
NEVADA | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 39,100 | |||||||||
Gain (loss) on sale of assets | $ 35,300 | |||||||||
Land, Buildings And Equipment | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 14,400 | |||||||||
Gain (loss) on sale of assets | $ 12,900 | |||||||||
Tower Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 10,100 | 16,900 | ||||||||
Gain (loss) on sale of assets | $ 9,100 | $ 14,400 | ||||||||
Assets not used in Production of Revenue | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gain (loss) on sale of assets | $ (6,600) | $ 600 | ||||||||
Easement Interest | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gain (loss) on sale of assets | $ 2,500 |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS - Purchase Price Allocation (Details) - 2022 Beasley Exchange $ 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 |
RESTRUCTURING CHARGES - Restruc
RESTRUCTURING CHARGES - Restructuring charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 14,975 | $ 10,008 |
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | Total restructuring charges | Total restructuring charges |
Workforce reduction | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 3,124 | $ 6,058 |
Costs to exit duplicative contracts | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 11,474 | 1,450 |
Other restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 377 | $ 2,500 |
RESTRUCTURING CHARGES - Accrued
RESTRUCTURING CHARGES - Accrued Restructuring (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring charges, beginning balance | $ 2,750 | $ 2,623 |
Additions | 14,975 | 10,008 |
Payments | (16,906) | (9,881) |
Restructuring charges unpaid and outstanding | 819 | 2,750 |
Restructuring charges - total | 819 | 2,750 |
Restructuring charges - noncurrent portion | 0 | 0 |
Restructuring charges - current portion | $ 819 | $ 2,750 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Receivables not generated from customers | $ 1.6 | $ 0.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue to be recognized in excess of one year | $ 1.3 | |
Revenue performance obligation expected timing of recognition |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract with Customer, Asset and Liability [Abstract] | ||
Receivables, included in “Accounts receivable net of allowance for doubtful accounts” | $ 256,466 | $ 260,509 |
Unearned revenue - current | 10,990 | 13,687 |
Unearned revenue - noncurrent | 1,257 | $ 403 |
Change in Contract with Customer, Liability [Abstract] | ||
Beginning balance | 14,090 | |
Revenue recognized during the period that was included in the beginning balance of contract liabilities | (12,950) | |
Additions, net of revenue recognized during period | 11,107 | |
Ending balance | $ 12,247 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,168,939 | $ 1,253,664 |
Spot revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 714,332 | 798,006 |
Digital revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 260,476 | 259,135 |
Network revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 85,471 | 89,897 |
Sponsorships and event revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 60,904 | 60,074 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 47,756 | $ 46,552 |
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, 2023 | Dec. 31, 2022 | |
Accounts Receivable | ||
Accounts receivable | $ 264,933 | $ 270,781 |
Allowance for doubtful accounts and sales reserves | (6,845) | (9,424) |
Accounts receivable, net of allowance for doubtful accounts and sales reserves | 258,088 | 261,357 |
Allowance for Doubtful Accounts | ||
Balance At Beginning Of Year | 9,424 | |
Additions Charged To Costs And Expenses | 2,462 | 506 |
Balance At End Of Year | 6,845 | 9,424 |
Allowance for Sales Reserves | ||
Balance At Beginning Of Year | 3,122 | 5,135 |
Additions Charged To Revenues | 4,500 | 4,324 |
Deductions From Reserves | (5,649) | (6,337) |
Balance At End Of Year | 1,973 | 3,122 |
Accounts Receivable Excluding Sales Reserves | ||
Allowance for Doubtful Accounts | ||
Balance At Beginning Of Year | 6,302 | 9,949 |
Additions Charged To Costs And Expenses | 2,376 | 506 |
Deductions From Reserves | (3,806) | (4,153) |
Balance At End Of Year | $ 4,872 | $ 6,302 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Dec. 31, 2023 |
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, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 49,872 | $ 50,379 |
Variable lease cost | 13,467 | 11,101 |
Short-term lease cost | 0 | 0 |
ROU Asset and other costs related to impairment of leases | 14,111 | 3,328 |
Total lease cost | $ 77,450 | $ 64,808 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of lease liabilities | $ 54,614 | $ 54,487 |
Lease liabilities arising from obtaining right-of-use assets | $ 51,281 | $ 33,185 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 202,010 | $ 211,022 |
Operating lease liabilities (current) | 37,631 | 40,815 |
Operating lease liabilities (noncurrent) | 201,802 | 196,654 |
Total operating lease liabilities | $ 239,433 | $ 237,469 |
Weighted average remaining lease term | 6 years 6 months 21 days | 7 years |
Weighed average discount rate (percent) | 5.11% | 4.70% |
LEASES - Maturity Schedule (Det
LEASES - Maturity Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 53,118 | |
2025 | 49,808 | |
2026 | 44,182 | |
2027 | 37,828 | |
2028 | 29,029 | |
Thereafter | 70,252 | |
Total lease payments | 284,217 | |
Less: imputed interest | (44,784) | |
Total | $ 239,433 | $ 237,469 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) | 3 Months Ended | 12 Months Ended | 36 Months Ended | |||||
Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) year | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Income model years | year | 10 | |||||||
Impairment charge on licenses | $ 1,289,499,000 | $ 159,089,000 | ||||||
Goodwill impairment loss | $ 0 | $ 18,126,000 | ||||||
Licensing Agreements | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Impairment charge on licenses | $ 898,900,000 | $ 265,800,000 | $ 124,800,000 | $ 0 | $ 159,100,000 | |||
Impairment charge on licenses, net of tax | 659,200,000 | 194,900,000 | 91,500,000 | 116,700,000 | ||||
Podcasting Reporting Unit | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Podcasting Reporting Unit | Cadence13, Pineapple Street and Podcorn | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill acquired | $ 64,000,000 | |||||||
QLGG Reporting Unit | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill impairment loss | $ 18,100,000 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Broadcasting Licenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-Lived Intangible Assets [Roll Forward] | ||
Beginning Balance | $ 2,089,226 | $ 2,251,546 |
Disposition of radio stations | (4,956) | (4,377) |
Acquisitions | 0 | 2,002 |
Loss on impairment | (1,289,499) | (159,089) |
Assets held for sale | 0 | (856) |
Ending Balance | $ 794,771 | $ 2,089,226 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill balance before cumulative loss on impairment as of January 1, | $ 1,062,588 | $ 1,062,723 |
Accumulated loss on impairment as of January 1, | (998,673) | (980,547) |
Goodwill beginning balance after cumulative loss on impairment as of January 1, | 63,915 | 82,176 |
Measurement period adjustments to acquired goodwill | 0 | (135) |
Loss on impairment | 0 | (18,126) |
Goodwill balance before cumulative loss on impairment as of December 31, | 1,062,588 | 1,062,588 |
Accumulated loss on impairment as of December 31, | (998,673) | (998,673) |
Ending period balance | 63,915 | 63,915 |
Total goodwill | $ 63,915 | $ 63,915 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Assumption used for Impairment Analysis (Details) | 3 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Goodwill | Podcasting Reporting Unit | |||||
Estimates and assumptions used for impairment test [Line Items] | |||||
Discount rate | 16% | 11.50% | 11.50% | 11% | 11% |
Goodwill | QLGG Reporting Unit | |||||
Estimates and assumptions used for impairment test [Line Items] | |||||
Discount rate | 13% | ||||
Broadcasting Licenses | |||||
Estimates and assumptions used for impairment test [Line Items] | |||||
Discount rate | 15% | 10% | 9.50% | 9.50% | 9.50% |
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 | 15% | 18% | 18% | 18% | 20% |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | (2.50%) | (2.00%) | 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 | 31% | 32% | 32% | 33% | 33% |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | 0% | 0% | 1% | 0.60% | 0.60% |
INTANGIBLE ASSETS AND GOODWIL_6
INTANGIBLE ASSETS AND GOODWILL - Schedule of Intangible Assets Included in Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Cost and Other Asset [Line Items] | ||
Total definitive-lived intangible, Asset | $ 277,879 | $ 260,070 |
Accumulated Amortization | 138,245 | 95,874 |
Net | 139,634 | 164,196 |
Deferred contracts | ||
Deferred Cost and Other Asset [Line Items] | ||
Total definitive-lived intangible, Asset | 1,253 | 1,362 |
Accumulated Amortization | 1,253 | 1,362 |
Net | 0 | 0 |
Software costs | ||
Deferred Cost and Other Asset [Line Items] | ||
Total definitive-lived intangible, Asset | 218,190 | 200,273 |
Accumulated Amortization | 89,062 | 48,444 |
Net | $ 129,128 | 151,829 |
Software costs | Minimum | ||
Deferred Cost and Other Asset [Line Items] | ||
Intangible asset, useful life | 3 years | |
Software costs | Maximum | ||
Deferred Cost and Other Asset [Line Items] | ||
Intangible asset, useful life | 7 years | |
Advertiser lists and customer relationships | ||
Deferred Cost and Other Asset [Line Items] | ||
Total definitive-lived intangible, Asset | $ 31,674 | 31,674 |
Accumulated Amortization | 31,652 | 30,973 |
Net | $ 22 | 701 |
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 | $ 26,762 | 26,761 |
Accumulated Amortization | 16,278 | 15,095 |
Net | $ 10,484 | $ 11,666 |
INTANGIBLE ASSETS AND GOODWIL_7
INTANGIBLE ASSETS AND GOODWILL - Schedule of Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Expense | $ 42,643 | $ 32,686 |
Software costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Expense | 40,639 | 24,888 |
Definite-lived assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Expense | $ 2,004 | $ 7,798 |
INTANGIBLE ASSETS AND GOODWIL_8
INTANGIBLE ASSETS AND GOODWILL - Future Amortization Expense (Details) - Finite Lived Intangible Assets and Software Costs, Intangible $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2024 | $ 55,584 |
2025 | 44,552 |
2026 | 21,880 |
2027 | 7,015 |
2028 | 4,402 |
Thereafter | 6,201 |
Total | $ 139,634 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued interest payable | $ 76,680 | $ 14,933 |
Accrued compensation | 22,918 | 25,730 |
Unearned revenue | 10,990 | 13,687 |
Advertiser obligations | 5,601 | 6,465 |
Other | 14,842 | 19,734 |
Total other current liabilities | $ 131,031 | $ 80,549 |
LONG-TERM DEBT - Long Term Debt
LONG-TERM DEBT - Long Term Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 15, 2021 |
Debt Instrument [Line Items] | |||
Carrying value of debt | $ 1,930,854,000 | $ 1,891,774,000 | |
Long-term debt | 1,924,023,000 | 1,880,362,000 | |
Deferred financing costs (excludes the revolving credit) | (6,831,000) | (11,412,000) | |
Current portion of long-term debt | (1,924,023,000) | 0 | |
Total long-term debt, net | 0 | 1,880,362,000 | |
Outstanding standby letters of credit | 0 | 5,909,000 | |
Old Credit Facility | |||
Debt Instrument [Line Items] | |||
Plus unamortized premium | 836,000 | 1,116,000 | |
Long-term debt | 853,377,000 | 813,531,000 | |
Old Credit Facility | Old Revolver, matures August 19, 2024 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 220,126,000 | 180,000,000 | |
Old Credit Facility | Old Term B-2 Loan, due November 17, 2024 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 632,415,000 | 632,415,000 | |
Senior Notes | 6.500% notes due May 1, 2027 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | 460,000,000 | 460,000,000 | |
Plus unamortized premium | 2,477,000 | 3,220,000 | |
Long-term debt | $ 462,477,000 | 463,220,000 | |
Debt instrument, stated percentage (percent) | 6.50% | ||
Senior Notes | 6.750% notes, due March 31, 2029 | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | $ 540,000,000 | 540,000,000 | |
Long-term debt | $ 540,000,000 | 540,000,000 | |
Debt instrument, stated percentage (percent) | 6.75% | ||
Old Accounts Receivable Facility | |||
Debt Instrument [Line Items] | |||
Carrying value of debt | $ 75,000,000 | 75,000,000 | $ 75,000,000 |
Other debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 23,000 |
LONG-TERM DEBT - Prepetition De
LONG-TERM DEBT - Prepetition Debt Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2021 USD ($) | Jul. 15, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Cash and cash equivalents | $ 69,694 | $ 103,344 | |||
Cash, cash equivalents, and restricted cash | 72,994 | 103,344 | $ 59,439 | ||
Restricted cash | 0 | ||||
Carrying value of debt | 1,930,854 | 1,891,774 | |||
Old Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Cash and cash equivalents | 69,700 | ||||
Cash, cash equivalents, and restricted cash | 73,000 | ||||
Restricted cash | $ 3,300 | ||||
Old Accounts Receivable Facility | |||||
Debt Instrument [Line Items] | |||||
Consolidated leverage ratio | 4 | ||||
Carrying value of debt | $ 75,000 | 75,000 | $ 75,000 | ||
Minimum tangible net worth covenant | 300,000 | ||||
Minimum liquidity | 25,000 | ||||
Old Revolver, matures August 19, 2024 | Old Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Old Credit Facility | $ 227,300 | ||||
Consolidated leverage ratio | 4 | ||||
Carrying value of debt | $ 220,126 | 180,000 | |||
Old Term B-2 Loan, due November 17, 2024 | Old Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Old Credit Facility | 632,400 | ||||
Carrying value of debt | $ 632,415 | 632,415 | |||
Senior Secured Second-Lien Notes Due 2027 | Senior Debt Obligations | |||||
Debt Instrument [Line Items] | |||||
Medium-term notes | $ 425,000 | 45,000 | |||
Interest rate (percent) | 6.50% | ||||
Repurchase amount | 10,000 | ||||
Gain on repurchase | $ 600 | ||||
6.750% notes, due March 31, 2029 | Senior Debt Obligations | |||||
Debt Instrument [Line Items] | |||||
Medium-term notes | $ 540,000 | ||||
Debt instrument, stated percentage (percent) | 6.75% |
LONG-TERM DEBT - Postpetition D
LONG-TERM DEBT - Postpetition Debt Narrative (Details) - USD ($) $ in Thousands | Jan. 09, 2024 | Jan. 31, 2024 | Jan. 08, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 15, 2021 |
Debt Instrument [Line Items] | ||||||
Carrying value of debt | $ 1,930,854 | $ 1,891,774 | ||||
Old Accounts Receivable Facility | ||||||
Debt Instrument [Line Items] | ||||||
Carrying value of debt | $ 75,000 | $ 75,000 | $ 75,000 | |||
Old Accounts Receivable Facility | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility | $ 100,000 | $ 75,000 | ||||
Carrying value of debt | $ 75,000 | |||||
DIP Credit Agreement | Senior Debt Obligations | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Debtor-in-Possession financing, amount arranged | $ 32,000 | |||||
Debt issuance price, percentage of principal (percent) | 3% | |||||
Commitment fee (percent) | 2% | |||||
Debt instrument, redemption price, percentage (percent) | 15% | |||||
Debtor-in-Possession financing, borrowings outstanding | $ 32,000 | |||||
DIP Credit Agreement | Senior Debt Obligations | Subsequent Event | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 45 days | |||||
DIP Credit Agreement | Senior Debt Obligations | Subsequent Event | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 60 days | |||||
Debt instrument, term extension | 180 days | |||||
DIP Credit Agreement | Senior Debt Obligations | SOFR | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate (percent) | 6% | |||||
DIP Credit Agreement | Senior Debt Obligations | Alternative Reference Rats Committee Credit Spread Adjustment | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate (percent) | 0.11448% |
LONG-TERM DEBT - Anticipated Po
LONG-TERM DEBT - Anticipated Post-Emergence Debt Narrative (Details) - Forecast $ in Millions | Mar. 22, 2024 USD ($) |
Exit Facility | |
Debt Instrument [Line Items] | |
Credit facility | $ 250 |
Exit Facility | First-Out Exit Term Loans | |
Debt Instrument [Line Items] | |
Credit facility | $ 25 |
Debt instrument, term | 4 years |
Exit Facility | First-Out Exit Term Loans | SOFR | |
Debt Instrument [Line Items] | |
Spread on variable rate (percent) | 7% |
Exit Facility | Second-Out Exit Term Loans | |
Debt Instrument [Line Items] | |
Credit facility | $ 225 |
Debt instrument, term | 5 years |
Exit Facility | Second-Out Exit Term Loans | SOFR | |
Debt Instrument [Line Items] | |
Spread on variable rate (percent) | 6% |
Exit Facility | Senior-Secured Revolving Facility | |
Debt Instrument [Line Items] | |
Credit facility | $ 50 |
Exit Receivables Facility | |
Debt Instrument [Line Items] | |
Minimum net tangible worth required (percent) | 50% |
Minimum liquidity | $ 25 |
LONG-TERM DEBT - Net Interest E
LONG-TERM DEBT - Net Interest Expense (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 133,105,000 | $ 103,470,000 | ||
Amortization of deferred financing costs | 6,048,000 | 5,115,000 | ||
Amortization of original issue discount (premium) of senior notes | (1,021,000) | (1,024,000) | ||
Interest income and other investment income | 0 | (70,000) | ||
Total net interest expense | $ 138,132,000 | $ 107,491,000 | ||
Weighted average interest rate under credit facility (percent) | 8.10% | 6.80% | ||
Notional amount | $ 220,000,000 | $ 560,000,000 | ||
Net unrealized (loss) gain on derivatives, net of taxes (benefit) | $ 1,500,000 | $ (1,475,000) | $ 3,231,000 | |
Designated as Hedging Instrument | ||||
Debt Instrument [Line Items] | ||||
Notional amount | $ 0 |
LONG-TERM DEBT - Maturities (De
LONG-TERM DEBT - Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Aggregate Principal Maturities [Line Items] | |
2024 | $ 1,927,541 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | 1,927,541 |
Old Term B-2 Loan | |
Aggregate Principal Maturities [Line Items] | |
2024 | 632,415 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | 632,415 |
Old Revolver | |
Aggregate Principal Maturities [Line Items] | |
2024 | 220,126 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | 220,126 |
Old 2027 Notes | |
Aggregate Principal Maturities [Line Items] | |
2024 | 460,000 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | 460,000 |
Old 2029 Notes | |
Aggregate Principal Maturities [Line Items] | |
2024 | 540,000 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | 540,000 |
Old Accounts Receivable Facility | |
Aggregate Principal Maturities [Line Items] | |
2024 | 75,000 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total debt before deferred financing costs | $ 75,000 |
DERIVATIVE AND HEDGING ACTIVI_3
DERIVATIVE AND HEDGING ACTIVITIES - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2019 | |
Derivative [Line Items] | |||||
Notional amount | $ 220,000,000 | $ 560,000,000 | |||
Net unrealized loss on derivatives | $ 1,500,000 | $ (1,475,000) | 3,231,000 | ||
Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Notional amount | $ 0 | ||||
Not Designated as Hedging Instrument | Total Return Swap (TRS) | |||||
Derivative [Line Items] | |||||
Notional amount | $ 24,100,000 | ||||
Loss on derivatives | $ 800,000 | ||||
Not Designated as Hedging Instrument | Total Return Swap (TRS) | Corporate general and administrative expenses | |||||
Derivative [Line Items] | |||||
Loss on derivatives | 300,000 | ||||
Not Designated as Hedging Instrument | Total Return Swap (TRS) | Operating Expense | |||||
Derivative [Line Items] | |||||
Loss on derivatives | $ 500,000 |
DERIVATIVE AND HEDGING ACTIVI_4
DERIVATIVE AND HEDGING ACTIVITIES - Derivatives Expired (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Accumulated derivative unrealized gain (loss) | $ 0 | $ 2,942 |
DERIVATIVE AND HEDGING ACTIVI_5
DERIVATIVE AND HEDGING ACTIVITIES - Gain (Loss) from Derivatives (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Net unrealized (loss) gain on derivatives, net of taxes (benefit) | $ 1,500 | $ (1,475) | $ 3,231 |
Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations | $ (4,515) | $ 232 |
IMPAIRMENT LOSS (Details)
IMPAIRMENT LOSS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Broadcasting licenses | $ 1,289,499,000 | $ 159,089,000 |
Goodwill | 0 | 18,126,000 |
ROU Asset and other costs related to impairment of leases | 14,111,000 | 3,328,000 |
Investments | 1,505,000 | 0 |
Total impairment loss | $ 1,305,115,000 | $ 180,543,000 |
SHAREHOLDERS_ (DEFICIT) EQUIT_2
SHAREHOLDERS’ (DEFICIT) EQUITY - RSU Vested Period (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' Equity Note [Abstract] | ||
Other current liabilities | $ 1 | $ 229 |
Other long-term liabilities | 19 | 1 |
Total | $ 20 | $ 230 |
SHAREHOLDERS_ (DEFICIT) EQUIT_3
SHAREHOLDERS’ (DEFICIT) EQUITY - Deemed Stock Repurchase (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Shares of stock deemed repurchased (in shares) | 28 | 23 |
Amount recorded as financing activity | $ 129 | $ 1,883 |
SHAREHOLDERS_ (DEFICIT) EQUIT_4
SHAREHOLDERS’ (DEFICIT) EQUITY - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | May 10, 2022 | Nov. 02, 2017 | |
Stockholders' Equity Note [Abstract] | ||||
ESPP shares market value | 85% | |||
Ownership plan | 66,667 | |||
ESPP share discount | 15% | |||
Stock repurchase program | $ 100,000,000 | |||
Stock repurchased during period (in shares) | 0 | 0 |
SHAREHOLDERS_ (DEFICIT) EQUIT_5
SHAREHOLDERS’ (DEFICIT) EQUITY - Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-cash compensation expense recognized | $ 4,387 | $ 8,329 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares purchased (in shares) | 0 | 19 |
Non-cash compensation expense recognized | $ 0 | $ 64 |
NET LOSS PER COMMON SHARE - Bas
NET LOSS PER COMMON SHARE - Basic and Diluted Net Income (loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator | ||
Net loss | $ (1,136,871) | $ (140,671) |
Denominator | ||
Basic weighted average shares outstanding (in shares) | 4,706,015 | 4,621,798 |
Net loss per share - Basic (in dollars per share) | $ (241.58) | $ (30.44) |
Numerator | ||
Net loss | $ (1,136,871) | $ (140,671) |
Denominator | ||
Basic weighted average shares outstanding (in shares) | 4,706,015 | 4,621,798 |
Effect of RSUs and options under the treasury stock method (in shares) | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 4,706,015 | 4,621,798 |
Net loss per share - Diluted (in dollars per share) | $ (241.58) | $ (30.44) |
NET LOSS PER COMMON SHARE - Nar
NET LOSS PER COMMON SHARE - Narrative (Details) | Jun. 30, 2023 shares |
Earnings Per Share [Abstract] | |
Reverse stock split (in shares) | 0.033333 |
NET LOSS PER COMMON SHARE - Ant
NET LOSS PER COMMON SHARE - Antidilutive Securities (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded shares as anti-dilutive when reporting a net loss | 0 | 29 |
Price range of option: from (in dollars per share) | $ 106.20 | |
Price range of option: to (in dollars per share) | $ 419.40 | |
Options | Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Excluded shares as anti-dilutive when reporting a net loss | 17 | 20 |
Price range of option: from (in dollars per share) | $ 106.20 | $ 106.20 |
Price range of option: to (in dollars per share) | $ 419.40 | $ 419.40 |
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 | 261 | 123 |
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 | 25 | 25 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - Audacy 2022 Equity Compensation Plan | 12 Months Ended |
Dec. 31, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Plan duration | 10 years |
Share-based payment award number of shares authorized (in shares) | 391,667 |
Share-based payment award number of shares available for grant (in shares) | 150,531 |
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, 2023 | Dec. 31, 2022 | |
Changes in RSUs [Roll Forward] | ||
RSUs outstanding beginning (in shares) | 208 | |
RSUs issued (in shares) | 200 | 59 |
RSUs released (in shares) | (114) | (79) |
RSUs forfeited (in shares) | (22) | (22) |
RSUs outstanding ending (in shares) | 272 | 208 |
RSU weighted average purchase price (in dollars per share) | $ 0 | |
RSU weighted average remaining contractual terms | 1 year 3 months 18 days | |
RSU aggregate intrinsic value | $ 62 | |
RSU vested Number of Restricted Stock Units (in shares) | 254 | |
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 | 1 year 3 months 18 days | |
RSUs vested and expected to vest aggregate intrinsic value | $ 58 | |
RSU Options Exercisable (in shares) | 0 | |
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. | $ 0 | |
Weighted average remaining recognition period in years | 2 years 3 months 18 days | |
Unamortized compensation expense | $ 3,882 |
SHARE-BASED COMPENSATION - RS_2
SHARE-BASED COMPENSATION - RSU Activity (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs issued (in shares) | 200 | 59 |
RSUs forfeited (in shares) | (22) | (22) |
Net RSUs issued and increase (decrease) to paid-in capital (in shares) | 178 | 37 |
RSUs issued | $ 1,589 | $ 2,742 |
RSUs forfeited - service based | (1,201) | (2,674) |
Net RSUs issued and increase (decrease) to paid-in capital | $ 388 | $ 68 |
Weighted average grant date fair value per share (in dollars per share) | $ 7.94 | $ 46.20 |
Fair value of shares vested per share (in dollars per share) | $ 84.81 | $ 116.40 |
RSUs released (in shares) | 114 | 79 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of RSU's (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Units With Service And Market Conditions | ||
Changes in RSUs [Roll Forward] | ||
RSUs outstanding beginning (in shares) | 25 | 1 |
Number of RSUs granted (in shares) | 0 | 25 |
Number of RSUs forfeited (in shares) | 0 | (1) |
Number of RSUs vested (in shares) | 0 | 0 |
RSUs outstanding ending (in shares) | 25 | 25 |
Weighted average grant date fair value per share (in dollars per share) | $ 28.80 | |
Restricted Stock Units With Service And Market 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 And Market Conditions | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Amortization period of grant in years | 3 years | |
Restricted Stock Units with Service and Performance Conditions | ||
Changes in RSUs [Roll Forward] | ||
RSUs outstanding beginning (in shares) | 6,666 | 0 |
Number of RSUs granted (in shares) | 0 | 6,666 |
Number of RSUs forfeited (in shares) | (3,333) | 0 |
Number of RSUs vested (in shares) | 0 | 0 |
RSUs outstanding ending (in shares) | 3,333 | 6,666 |
Weighted average grant date fair value per share (in dollars per share) | $ 19.50 |
SHARE-BASED COMPENSATION - Valu
SHARE-BASED COMPENSATION - Valuation Method (Details) - Restricted Stock Units With Service And Market Conditions | 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, 2023 USD ($) $ / shares shares | |
Number of Options | |
Options beginning (in shares) | shares | 20,000 |
Options expired in period (in shares) | shares | (5,000) |
Options ending (in shares) | shares | 15,180 |
Weighted Average Exercise Price | |
Weighted average exercise price - beginning (in dollars per shares) | $ / shares | $ 339.90 |
Options expired in period weighted average exercise price (in dollars per shares) | $ / shares | 397.20 |
Weighted average exercise price - ending (in dollars per shares) | $ / shares | $ 320.55 |
Options vested and expected to vest, outstanding, weighted average remaining contractual term | 1 year 3 months 18 days |
Options, outstanding, intrinsic value | $ | $ 0 |
Options, vested and expected to vest, outstanding, number (in shares) | shares | 15,000 |
Options, vested and expected to vest, outstanding, weighted average exercise price (in dollars per shares) | $ / shares | $ 320.55 |
Options vested and expected to vest, outstanding, weighted average remaining contractual term | 1 year 3 months 18 days |
Options vested and expected to vest, outstanding, intrinsic value | $ | $ 0 |
Options vested and exercisable, outstanding, number (in shares) | shares | 15,180 |
Options vested and exercisable, outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 320.55 |
Options, vested and exercisable, weighted average remaining contractual term | 1 year 3 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 | 0 years |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Significant Ranges of Outstanding and Exercisable Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of option: from (in dollars per share) | $ 106.20 | |
Price range of option: to (in dollars per share) | $ 419.40 | |
Options outstanding number (in shares) | 15,180 | 20,000 |
Options outstanding, weighted average remaining contractual term | 1 year 3 months 18 days | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 320.55 | $ 339.90 |
Options, vested and expected to vest, exercisable, number (in shares) | 15,180 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 320.55 | |
Exercise prices range one | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of option: from (in dollars per share) | 106.20 | |
Price range of option: to (in dollars per share) | $ 210.30 | |
Options outstanding number (in shares) | 2,223 | |
Options outstanding, weighted average remaining contractual term | 5 years 6 months | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 162.05 | |
Options, vested and expected to vest, exercisable, number (in shares) | 2,223 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 162.05 | |
Exercise prices range two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of option: from (in dollars per share) | 289.80 | |
Price range of option: to (in dollars per share) | $ 419.40 | |
Options outstanding number (in shares) | 12,957 | |
Options outstanding, weighted average remaining contractual term | 7 months 6 days | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 347.75 | |
Options, vested and expected to vest, exercisable, number (in shares) | 12,957 | |
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ 347.75 |
SHARE-BASED COMPENSATION - Reco
SHARE-BASED COMPENSATION - Recognized Non-Cash Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense included in operating expenses | $ 4,387 | $ 8,329 |
Income tax benefit | 1,437 | 1,656 |
After-tax stock-based compensation expense | 2,950 | 6,673 |
Station operating expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense included in operating expenses | 1,703 | 3,290 |
Corporate general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense included in operating expenses | $ 2,684 | $ 5,039 |
INCOME TAXES - Expected And Rep
INCOME TAXES - Expected And Reported Income Taxes (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
Computed tax expense at federal statutory rates on income before income taxes | $ (312,129) | $ (37,999) |
State income tax expense, net of federal benefit | (77,445) | (6,666) |
Goodwill impairment | 0 | 3,807 |
Valuation allowance current year activity | 31,722 | 0 |
Tax impact of share-based awards | 1,290 | 832 |
Restructuring and related costs | 3,881 | 0 |
Nondeductible expenses and other | 3,224 | (249) |
Total income taxes (benefit) | $ (349,457) | $ (40,275) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate reconciliation, percent | 23.51% | 22.26% |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards, valuation allowance | $ 0 |
INCOME TAXES - Expense (Benefit
INCOME TAXES - Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ (5,746) |
State | 914 | 2,622 |
Total current | 914 | (3,124) |
Deferred: | ||
Federal | (251,426) | (26,018) |
State | (98,945) | (11,133) |
Total deferred | (350,371) | (37,151) |
Total income taxes (benefit) | $ (349,457) | $ (40,275) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Federal and state income tax loss carryforwards | $ 74,734 | $ 71,349 | |
Share-based compensation | 2,042 | 2,983 | |
Investments - impairments | 752 | 350 | |
Lease rental obligations | 0 | 3 | |
Deferred compensation | 5,696 | 6,489 | |
Interest Expense Limitation Carryforward | 67,750 | 34,525 | |
Debt fair value adjustment | 884 | 1,156 | |
Reserves | 551 | 551 | |
Lease liability | 63,859 | 63,335 | |
Employee benefits | 1,600 | 2,151 | |
Provision for doubtful accounts | 1,826 | 2,514 | |
Other non-current | 0 | 0 | |
Total deferred tax assets before valuation allowance | 219,694 | 185,406 | |
Valuation allowance | (60,143) | (20,158) | $ (21,249) |
Total deferred tax assets | 159,551 | 165,248 | |
Deferred tax liabilities: | |||
Lease ROU asset | (53,880) | (56,283) | |
Property, equipment and certain intangibles | (35,579) | (48,159) | |
Broadcasting licenses and goodwill | (168,043) | (507,176) | |
Other non-current | (3,986) | (7,008) | |
Total deferred tax liabilities | (261,488) | (618,626) | |
Total net deferred tax liabilities | $ (101,937) | $ (453,378) |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowance And Uncertain Tax Position (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Tax Asset Valuation Allowance [Roll Forward] | ||
Balance at Beginning of Year | $ 20,158 | $ 21,249 |
Increase (Decrease) Charged (Credited) to Income Taxes (Benefit) | 39,985 | (1,091) |
Increase (Decrease) Charged (Credited) to Balance Sheet | 0 | 0 |
Purchase Accounting | 0 | 0 |
Balance At End Of Year | 60,143 | 20,158 |
Liabilities for uncertain tax positions | ||
Interest and penalties | 0 | (297) |
Total liabilities for uncertain tax positions | 0 | (297) |
Expense (income) for uncertain tax positions | ||
Interest and penalties (income) | 0 | (297) |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning of year balance | (5,741) | (6,204) |
Reductions due to statute lapse | 671 | 463 |
End of year balance | (5,070) | (5,741) |
Ending liability balance included above that was reflected as an offset to deferred tax assets | $ (5,070) | $ (5,741) |
INCOME TAXES - Operating Loss a
INCOME TAXES - Operating Loss and Interest Expense Carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Payments And Refunds | ||
Federal and state income tax payments (refunds) | $ 1,728 | $ (14,554) |
Operating Loss Carryforwards [Line Items] | ||
Interest Expense limitation carryforward | 254,021 | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
NOLs | 232,114 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
NOLs | $ 571,324 |
SUPPLEMENTAL CASH FLOW DISCLO_3
SUPPLEMENTAL CASH FLOW DISCLOSURES ON NON-CASH ACTIVITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities | ||
Barter revenues | $ 12,390 | $ 11,396 |
Barter expenses | 12,390 | 11,396 |
Financing Activities | ||
Increase in paid-in capital from the issuance of RSUs | 1,589 | 2,742 |
Decrease in paid-in capital from the forfeiture of RSUs | (1,201) | (2,674) |
Net paid-in capital of RSUs issued (forfeited) | 388 | 68 |
Investing Activities | ||
Non cash additions to property and equipment and intangibles | 2,899 | 8,757 |
Net radio station assets given up in a market | 0 | (4,496) |
Net radio station assets acquired in a market | $ 0 | $ 1,959 |
EMPLOYEE SAVINGS AND BENEFIT _3
EMPLOYEE SAVINGS AND BENEFIT PLANS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred compensation | ||
Beginning of period balance | $ 24,123 | $ 32,730 |
Employee compensation deferrals | 0 | 0 |
Employee compensation payments | (5,524) | (4,462) |
Increase (decrease) in plan fair value | 2,446 | (4,145) |
End of period balance | 21,045 | 24,123 |
Employer contributions | $ 6,100 | $ 6,800 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 09, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent consideration | $ 31 | $ 12 | |
Podcorn | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Performance period | 2 years | ||
Liabilities | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate cash flow hedge | 4,012 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | 21,045 | 24,123 | |
Quoted prices in active markets Level 1 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent consideration | 0 | 0 | |
Quoted prices in active markets Level 1 | Liabilities | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate cash flow hedge | 0 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | 16,923 | 19,944 | |
Significant other observable inputs Level 2 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent consideration | 0 | 0 | |
Significant other observable inputs Level 2 | Liabilities | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate cash flow hedge | 4,012 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | 0 | 0 | |
Significant unobservable inputs Level 3 | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent consideration | 31 | 12 | |
Significant unobservable inputs Level 3 | Liabilities | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate cash flow hedge | 0 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | 0 | 0 | |
Measured at Net Asset Value as a Practical Expedient | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Contingent consideration | 0 | 0 | |
Measured at Net Asset Value as a Practical Expedient | Liabilities | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate cash flow hedge | 0 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Deferred compensation plan liabilities | $ 4,122 | $ 4,179 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) | 3 Months Ended | 12 Months Ended | 36 Months Ended | |||||
Dec. 31, 2023 USD ($) investment Investment | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) investment Investment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Impairment charge on licenses | $ 1,289,499,000 | $ 159,089,000 | ||||||
Goodwill impairment loss | 0 | 18,126,000 | ||||||
Impairment charge related to ROU asset impairment | $ 14,111,000 | 3,328,000 | ||||||
Number of investments, write down | investment | 2 | 2 | ||||||
Number of investments owned | investment | 3 | 3 | ||||||
Investments impairment loss | $ 1,505,000 | $ 0 | ||||||
Investment owned, fair value | $ 1,500,000 | $ 1,500,000 | ||||||
Number of investments in privately held company | Investment | 1 | 1 | ||||||
Investments | $ 1,500,000 | $ 1,500,000 | ||||||
QLGG Reporting Unit | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Goodwill impairment loss | $ 18,100,000 | |||||||
Podcasting Reporting Unit | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Goodwill impairment loss | 0 | $ 0 | $ 0 | $ 0 | ||||
Podcasting Reporting Unit | Cadence13, Pineapple Street and Podcorn | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Goodwill acquired | $ 64,000,000 | |||||||
Licensing Agreements | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Impairment charge on licenses | $ 898,900,000 | $ 265,800,000 | $ 124,800,000 | $ 0 | $ 159,100,000 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Of Instruments [Line Items] | ||
Letters of credit outstanding, amount | $ 0 | $ 5,909,000 |
Term Loan B | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 632,415,000 | 632,415,000 |
Term Loan B | Fair Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 309,747,000 | 454,548,000 |
Old Revolver | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 220,126,000 | 180,000,000 |
Old Revolver | Fair Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 220,126,000 | 180,000,000 |
6.750% notes, due March 31, 2029 | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 540,000,000 | 540,000,000 |
6.750% notes, due March 31, 2029 | Fair Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 10,125,000 | 92,138,000 |
Notes | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 460,000,000 | 460,000,000 |
Notes | Fair Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 8,625,000 | 82,513,000 |
Old Accounts Receivable Facility | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 75,000,000 | 75,000,000 |
Other Debt | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | 0 | 752,000 |
Letter of Credit | Carrying Value | ||
Fair Value Of Instruments [Line Items] | ||
Debt | $ 0 | $ 6,069,000 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Cost Method Investments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Securities Without Readily Determinable Fair Value [Roll Forward] | |||
Investment balance before cumulative impairment as of January 1, | $ 1,500,000 | $ 3,005,000 | $ 3,005,000 |
Accumulated impairment as of January 1, | 0 | $ 0 | |
Investment beginning balance after cumulative impairment as of January 1, | 3,005,000 | 3,005,000 | |
Impairment of investments | (1,505,000) | 0 | |
Ending period balance | $ 1,500,000 | $ 3,005,000 |
ASSETS HELD FOR SALE - Narrativ
ASSETS HELD FOR SALE - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) radioMarket |
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 1,544 | $ 5,474 |
License And Assets, Palm Desert, California | ||
Long Lived Assets Held-for-sale [Line Items] | ||
License, station assets and tower assets to be sold, number of markets | radioMarket | 6 | |
Held-for-sale | Land, Building and Equipment Located in Boston, Massachusetts | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 1,500 | |
Held-for-sale | License And Assets, Palm Desert, California | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 4,600 |
ASSETS HELD FOR SALE - Major Ca
ASSETS HELD FOR SALE - Major Categories (Details) - Held-for-sale - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net property and equipment | $ 1,544 | $ 4,618 |
Radio broadcasting licenses | 0 | 856 |
Net assets held for sale | $ 1,544 | $ 5,474 |
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, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 62,152 | $ 60,434 |
CONTINGENCIES AND COMMITMENTS_3
CONTINGENCIES AND COMMITMENTS - Future Minimum Annual Commitments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Rent Under Operating Leases | |
2024 | $ 53,118 |
2025 | 49,808 |
2026 | 44,182 |
2027 | 37,828 |
2028 | 29,029 |
Thereafter | 70,252 |
Total lease payments | 284,217 |
Rent Under Operating Leases | |
Rent Under Operating Leases | |
2024 | 50,019 |
2025 | 46,482 |
2026 | 40,910 |
2027 | 34,457 |
2028 | 25,557 |
Thereafter | 66,192 |
Total lease payments | 263,617 |
Programming and Related Contracts | |
2024 | 256,581 |
2025 | 226,791 |
2026 | 123,649 |
2027 | 72,278 |
2028 | 61,451 |
Thereafter | 72,444 |
Total | 813,194 |
Sale Leaseback Operating Leases | |
Programming and Related Contracts | |
2024 | 3,098 |
2025 | 3,326 |
2026 | 3,273 |
2027 | 3,371 |
2028 | 3,472 |
Thereafter | 4,052 |
Total | 20,592 |
Programming and Related Contracts | |
Programming and Related Contracts | |
2024 | 203,464 |
2025 | 176,983 |
2026 | 79,466 |
2027 | 34,450 |
2028 | 32,422 |
Thereafter | 2,200 |
Total | $ 528,985 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 09, 2024 | Jan. 08, 2024 | |
Subsequent Event [Line Items] | ||||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 43,135 | $ 58,589 | ||||
Subsequent Event | Land, Buildings And Equipment | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sale of property, equipment, intangibles and other assets | $ 14,400 | |||||
Gain (loss) on sale of assets | $ 12,900 | |||||
Subsequent Event | Broadcast Music, Inc. | ||||||
Subsequent Event [Line Items] | ||||||
Reissued stock certificates, proceeds received | $ 25,500 | |||||
Reissued stock certificates, amount pending | 13,700 | |||||
Payment for license fee | 600 | |||||
License fees, allowed general unsecured claim | $ 9,300 | |||||
Old Accounts Receivable Facility | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Credit facility | $ 100,000 | $ 75,000 | ||||
DIP Credit Agreement | Senior Debt Obligations | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Debtor-in-Possession financing, amount arranged | $ 32,000 |