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FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended
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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, 2023 |  | 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, 2022 |  | 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, 2023 |  | As of December 31, 2022
| 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 |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + Details
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