Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 22, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | URBAN ONE, INC. | |
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 | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001041657 | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | UONE | |
Common Stock Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,582,359 | |
Common Stock Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,861,843 | |
Common Stock Class C [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,928,906 | |
Class D common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 38,058,422 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
NET REVENUE | $ 94,875 | $ 98,449 |
OPERATING EXPENSES: | ||
Programming and technical, including stock-based compensation of $8 and $20, respectively | 27,870 | 31,537 |
Selling, general and administrative, including stock-based compensation of $86 and $111, respectively | 29,463 | 33,678 |
Corporate selling, general and administrative, including stock-based compensation of $299 and $380, respectively | 8,631 | 10,164 |
Depreciation and amortization | 2,548 | 8,274 |
Impairment of long-lived assets | 53,650 | 0 |
Total operating expenses | 122,162 | 83,653 |
Operating (loss) income | (27,287) | 14,796 |
INTEREST INCOME | 8 | 23 |
INTEREST EXPENSE | 19,138 | 20,830 |
OTHER INCOME, net | (1,504) | (1,721) |
Loss before provision for income taxes and noncontrolling interests in income of subsidiaries | (44,913) | (4,290) |
BENEFIT FROM INCOME TAXES | (21,855) | (1,311) |
CONSOLIDATED NET LOSS | (23,058) | (2,979) |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 129 | 125 |
CONSOLIDATED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (23,187) | $ (3,104) |
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Net loss attributable to common stockholders | $ (0.51) | $ (0.07) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic and diluted | 45,228,164 | 45,001,767 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Programming And Technical [Member] | ||
Allocated Share-based Compensation Expense | $ 8 | $ 20 |
Selling, General and Administrative Expenses [Member] | ||
Allocated Share-based Compensation Expense | 86 | 111 |
Corporate Selling, General and Administrative [Member] | ||
Allocated Share-based Compensation Expense | $ 299 | $ 380 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
COMPREHENSIVE LOSS | $ (23,058) | $ (2,979) |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 129 | 125 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (23,187) | $ (3,104) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 65,917 | $ 33,073 |
Restricted cash | 473 | 473 |
Trade accounts receivable, net of allowance for doubtful accounts of $7,159 and $7,416, respectively | 97,149 | 106,148 |
Prepaid expenses | 12,844 | 11,261 |
Current portion of content assets | 34,465 | 30,642 |
Other current assets | 4,231 | 4,442 |
Total current assets | 215,079 | 186,039 |
CONTENT ASSETS, net | 69,648 | 70,121 |
PROPERTY AND EQUIPMENT, net | 24,719 | 24,393 |
GOODWILL | 233,822 | 239,772 |
RIGHT OF USE ASSETS | 44,562 | 44,922 |
RADIO BROADCASTING LICENSES | 535,472 | 582,697 |
OTHER INTANGIBLE ASSETS, net | 56,870 | 58,212 |
OTHER ASSETS | 43,572 | 43,763 |
Total assets | 1,223,744 | 1,249,919 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,642 | 5,919 |
Accrued interest | 12,803 | 9,094 |
Accrued compensation and related benefits | 6,974 | 10,903 |
Current portion of content payables | 16,696 | 14,804 |
Current portion of lease liabilities | 8,745 | 8,980 |
Other current liabilities | 28,786 | 25,393 |
Current portion of long-term debt | 22,497 | 25,945 |
Total current liabilities | 102,143 | 101,038 |
LONG-TERM DEBT, net of current portion, original issue discount and issuance costs | 870,012 | 850,308 |
CONTENT PAYABLES, net of current portion | 14,456 | 14,826 |
LONG-TERM LEASE LIABILITIES | 40,271 | 40,494 |
OTHER LONG-TERM LIABILITIES | 25,198 | 25,054 |
DEFERRED TAX LIABILITIES, net | 2,704 | 24,560 |
Total liabilities | 1,054,784 | 1,056,280 |
REDEEMABLE NONCONTROLLING INTERESTS | 10,292 | 10,564 |
STOCKHOLDERS' EQUITY: | ||
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at March 31, 2020 and December 31, 2019 | 0 | 0 |
Additional paid-in capital | 978,615 | 979,834 |
Accumulated deficit | (819,993) | (796,806) |
Total stockholders' equity | 158,668 | 183,075 |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | 1,223,744 | 1,249,919 |
Common Stock Class A [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 2 | 2 |
Common Stock Class B [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 3 | 3 |
Common Stock Class C [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 3 | 3 |
Class D common stock | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | $ 38 | $ 39 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts receivable (in dollars) | $ 7,159 | $ 7,416 |
Convertible Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible Preferred stock, shares outstanding | 0 | 0 |
Common Stock Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 1,582,359 | 1,582,375 |
Common stock, shares outstanding | 1,582,359 | 1,582,375 |
Common Stock Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,861,843 | 2,861,843 |
Common stock, shares outstanding | 2,861,843 | 2,861,843 |
Common Stock Class C [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,928,906 | 2,928,906 |
Common stock, shares outstanding | 2,928,906 | 2,928,906 |
Class D common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 38,204,964 | 38,752,749 |
Common stock, shares outstanding | 38,204,964 | 38,752,749 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Convertible Preferred Stock [Member] | Common Stock Class A [Member] | Common Stock Class B [Member] | Common Stock Class C [Member] | Class D common stock | Total |
BALANCE at Dec. 31, 2018 | $ 978,628 | $ (803,534) | $ 0 | $ 2 | $ 3 | $ 3 | $ 39 | $ 175,141 |
Consolidated net loss | 0 | (3,104) | 0 | 0 | 0 | 0 | 0 | (3,104) |
Repurchase of shares of Class D common stock | (2,447) | 0 | 0 | 0 | 0 | 0 | (1) | (2,448) |
Exercise of options for common stock | 29 | 0 | 0 | 0 | 0 | 0 | 0 | 29 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | (44) | 0 | 0 | 0 | 0 | 0 | 0 | (44) |
Issuance of shares of Class D common stock | 1,609 | 0 | 0 | 0 | 0 | 0 | 0 | 1,609 |
Stock-based compensation expense | 511 | 0 | 0 | 0 | 0 | 0 | 0 | 511 |
BALANCE at Mar. 31, 2019 | 978,286 | (800,835) | 0 | 2 | 3 | 3 | 38 | 177,497 |
Adoption of ASC 842 | 0 | 5,803 | 0 | 0 | 0 | 0 | 0 | 5,803 |
BALANCE at Dec. 31, 2019 | 979,834 | (796,806) | 0 | 2 | 3 | 3 | 39 | 183,075 |
Consolidated net loss | 0 | (23,187) | 0 | 0 | 0 | 0 | 0 | (23,187) |
Repurchase of shares of Class D common stock | (1,013) | 0 | 0 | 0 | 0 | 0 | (1) | (1,014) |
Adjustment of redeemable noncontrolling interests to estimated redemption value | (599) | 0 | 0 | 0 | 0 | 0 | 0 | (599) |
Stock-based compensation expense | 393 | 0 | 0 | 0 | 0 | 0 | 0 | 393 |
BALANCE at Mar. 31, 2020 | $ 978,615 | $ (819,993) | $ 0 | $ 2 | $ 3 | $ 3 | $ 38 | $ 158,668 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 15,000 | |
Common Stock Class A [Member] | ||
Stock Repurchased During Period, Shares | 22,380 | |
Class D common stock | ||
Stock Repurchased During Period, Shares | 547,801 | 1,220,657 |
Stock Issued During Period, Shares, New Issues | 755,239 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (23,058) | $ (2,979) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 2,548 | 8,274 |
Amortization of debt financing costs | 1,050 | 943 |
Amortization of content assets | 7,637 | 11,759 |
Amortization of launch assets | 257 | 257 |
Deferred income taxes | (21,856) | (573) |
Amortization of right of use assets | 2,008 | 1,497 |
Non-cash lease liability expense | 1,207 | 1,321 |
Non-cash interest expense | 518 | 483 |
Impairment of long-lived assets | 53,650 | 0 |
Stock-based compensation | 393 | 511 |
Effect of change in operating assets and liabilities, net of assets acquired: | ||
Trade accounts receivable | 8,999 | 9,255 |
Prepaid expenses and other current assets | (1,767) | (3,702) |
Other assets | (1,817) | (2,498) |
Accounts payable | (277) | 230 |
Accrued interest | 3,709 | 6,195 |
Accrued compensation and related benefits | (3,929) | (7,888) |
Other liabilities | 2,227 | 7,982 |
Payments for content assets | (9,464) | (14,812) |
Net cash flows used in operating activities | 22,035 | 16,255 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,430) | (707) |
Acquisition of broadcasting assets | (475) | 0 |
Net cash flows provided by investing activities | (1,905) | (707) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distribution of contingent consideration | 0 | (279) |
Repayment of Comcast Note | 0 | (11,872) |
Proceeds of Asset-backed credit facility | 27,500 | 3,000 |
Payment of dividends to noncontrolling interest members of Reach Media | (1,000) | 0 |
Proceeds from exercise of stock options | 0 | 29 |
Repayment of 2020 Notes | 0 | (2,037) |
Repurchase of common stock | (1,014) | (2,448) |
Net cash flows provided by (used in) financing activities | 12,714 | (24,993) |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 32,844 | (9,445) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 33,546 | 15,890 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 66,390 | 6,445 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for: Interest | 13,860 | 13,200 |
Income taxes, net of refunds | 0 | 91 |
NON-CASH OPERATING, FINANCING AND INVESTING ACTIVITIES: | ||
Right of use asset additions upon adoption of ASC 842 | 0 | 49,803 |
Lease liability additions upon adoption of ASC 842 | 0 | 54,113 |
Right of use asset and lease liability additions | 2,408 | 186 |
Issuance of common stock | 0 | 1,609 |
2018 Credit Facility [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of Credit Facility | (11,948) | (10,562) |
2017 Credit Facility [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of Credit Facility | $ (824) | $ (824) |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | URBAN ONE, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of March 31, 2020, we owned and/or operated 61 broadcast stations (including all HD stations, translator stations and the low power television station we operate) located in 14 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences. On January 19, 2019, the Company launched CLEO TV, a lifestyle and entertainment network targeting Millennial and Gen X women of color. CLEO TV offers quality content that defies negative and cultural stereotypes of today’s modern women. The results of CLEO TV’s operations will be reflected in the Company’s cable television segment. Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 – Segment Information.) (b) The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. During the fourth quarter of 2019, the Company revised the interest expense component of operating leases accounted for under ASC 842 from interest expense into operating expenses. Operating income for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 have been reclassified in the amounts of approximately $1.3 million, $1.4 million and $1.4 million, respectively, to reflect the interest expense component of operating leases from interest expense into operating expenses. The financial statements for the quarterly periods ended March 31, June 30 and September 30, 2019 were not restated as management determined that the impact of this error is immaterial to the interim consolidated financial statements filed for each quarterly period in 2019. These revisions had no effect on any other previously reported or consolidated net income or loss or any other statement of operations, balance sheet or cash flow amounts. Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10‑Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10‑K. (c) Financial instruments as of March 31, 2020 and December 31, 2019, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of March 31, 2020 and December 31, 2019, except for the Company's long-term debt. The 7.375% Senior Secured Notes that are due in April 2022 (the “2022 Notes”) had a carrying value of approximately $350.0 million and fair value of approximately $322.0 million as of March 31, 2020. The 2022 Notes had a carrying value of approximately $350.0 million and fair value of approximately $344.8 million as of December 31, 2019. The fair values of the 2022 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on a $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $319.8 million and fair value of approximately $229.2 million as of March 31, 2020, and had a carrying value of approximately $320.6 million and fair value of approximately $309.1 million as of December 31, 2019. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company closed on a $192.0 million unsecured credit facility (the “2018 Credit Facility”) which had a carrying value of approximately $155.2 million and fair value of approximately $158.3 million as of March 31, 2020, and had a carrying value of approximately $167.1 million and fair value of approximately $170.5 million as of December 31, 2019. The fair value of the 2018 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company also closed on a $50.0 million secured credit loan (the “MGM National Harbor Loan”) which had a carrying value of approximately $52.6 million and fair value of approximately $58.9 million as of March 31, 2020, and had a carrying value of approximately $52.1 million and fair value of approximately $58.4 million as of December 31, 2019. The fair value of the 2018 MGM National Harbor Loan, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. The Company's asset-backed credit facility (the "ABL Facility") had a carrying value of approximately $27.5 million and fair value of approximately $27.5 million as of March 31, 2020. There was no balance outstanding on the ABL Facility as of December 31, 2019. (d) In accordance with Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers, ” the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company elected to use the modified retrospective method, but the adoption of the standard did not have a material impact to our financial statements. In general, our spot advertising (both radio and cable television) as well as our digital advertising continues to be recognized when aired and delivered. For our cable television affiliate revenue, the Company grants a license to the affiliate to access its television programming content through the license period, and the Company earns a usage based royalty when the usage occurs, consistent with our previous revenue recognition policy. Finally, for event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed. Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $4.7 million and $4.8 million for the three months ended March 31, 2020 and 2019, respectively. Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise. In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue. Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $3.7 million for each of the three months ended March 31, 2020 and 2019, respectively. Revenue by Contract Type The following chart shows our net revenue (and sources) for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Net Revenue: Radio Advertising $ 38,417 $ 42,374 Political Advertising 2,404 123 Digital Advertising 6,289 7,437 Cable Television Advertising 21,033 20,193 Cable Television Affiliate Fees 26,207 27,475 Event Revenues & Other 525 847 Net Revenue (as reported) $ 94,875 $ 98,449 Contract assets and liabilities Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at March 31, 2020, December 31, 2019 and March 31, 2019 were as follows: March 31, 2020 December 31, 2019 March 31, 2019 (Unaudited) (In thousands) (Unaudited) Contract assets: Unbilled receivables $ 5,799 $ 3,763 $ 6,529 Contract liabilities: Customer advances and unearned income $ 2,667 $ 3,048 $ 3,836 Unearned event income 11,194 6,645 8,201 Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term. Unearned event income represents payments by customers for upcoming events. For customer advances and unearned income as of January 1, 2020, approximately $1.7 million was recognized as revenue during the three months ended March 31, 2020. For unearned event income, no revenue was recognized during the three months ended March 31, 2020. For customer advances and unearned income as of January 1, 2019, approximately $1.4 million was recognized as revenue during the three months ended March 31, 2019. For unearned event income, no revenue was recognized during the three months ended March 31, 2019, as the event takes place during the second quarter of 2019. Practical expedients and exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. (e) The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. The Company did not pay any launch support for carriage initiation during the three months ended March 31, 2020 and 2019. The weighted-average amortization period for launch support is approximately 7.8 years as of March 31, 2020, and approximately 7.8 years as of December 31, 2019. The remaining weighted-average amortization period for launch support is 4.8 years and 5.1 years as of March 31, 2020 and December 31, 2019, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For each of the three months ended March 31, 2020 and 2019, launch support asset amortization of $105,000 was recorded as a reduction of revenue, and $151,000 was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. (f) For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended March 31, 2020 and 2019, barter transaction revenues were $515,000 and $566,000 respectively. Additionally, for the three months ended March 31, 2020 and 2019, barter transaction costs were reflected in programming and technical expenses of $371,000 and $416,000, respectively, and selling, general and administrative expenses of $144,000 and $150,000, respectively. The Company reached an agreement with a cable television provider related to an adjustment of previously estimated affiliate fees in the amount of approximately $2.0 million for the year ended December 31, 2018, as final reporting became available. Upon settlement of this agreement, the Company will receive approximately $2.0 million in marketing services that will be utilized in future periods. (g) Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Numerator: Net loss attributable to common stockholders $ (23,187) $ (3,104) Denominator: Denominator for basic net loss per share - weighted-average outstanding shares 45,228,164 45,001,767 Effect of dilutive securities: Stock options and restricted stock — — Denominator for diluted net loss per share - weighted-average outstanding shares 45,228,164 45,001,767 Net loss attributable to common stockholders per share – basic and diluted $ (0.51) $ (0.07) All stock options and restricted stock awards were excluded from the diluted calculation for the three months ended March 31, 2020 and 2019, as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation. Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Stock options 4,173 3,549 Restricted stock awards 379 1,256 (h) We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 : Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date. Level 2 : Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets). Level 3 : Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. As of March 31, 2020, and December 31, 2019, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of March 31, 2020 Liabilities subject to fair value measurement: Contingent consideration (a) $ 1,500 — — $ 1,500 Employment agreement award (b) 27,598 — — 27,598 Total $ 29,098 $ — $ — $ 29,098 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,292 $ — $ — $ 10,292 As of December 31, 2019 Liabilities subject to fair value measurement: Contingent consideration (a) $ 1,921 — — $ 1,921 Employment agreement award (b) 27,017 — — 27,017 Total $ 28,938 $ — $ — $ 28,938 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,564 $ — $ — $ 10,564 (a) This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration. (b) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis) , and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. (c) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. There were no transfers in or out of Level 1, 2, or 3 during the three months ended March 31, 2020. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2020: Employment Redeemable Contingent Agreement Noncontrolling Consideration Award Interests (In thousands) Balance at December 31, 2019 $ 1,921 $ 27,017 $ 10,564 Net income attributable to noncontrolling interests — — 129 Distribution (349) (632) — Dividends paid to noncontrolling interests — — (1,000) Change in fair value (72) 1,213 599 Balance at March 31, 2020 $ 1,500 $ 27,598 $ 10,292 The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date $ 72 $ (1,213) $ — Losses and income included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three months ended March 31, 2020 and 2019. Losses included in earnings were recorded in the consolidated statements of operations as selling, general and administrative expenses for contingent consideration for the three months ended March 31, 2020 and 2019. As of As of December 31, Significant March 31, 2020 2019 Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Contingent consideration Monte Carlo Simulation Expected volatility 20.8 % 20.8 % Contingent consideration Monte Carlo Simulation Discount Rate 14.5 % 14.5 % Employment agreement award Discounted Cash Flow Discount Rate 10.0 % 10.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.0 % 2.0 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.0 % 11.0 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 1.0 % 1.0 % Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements. Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. For the three months ended March 31, 2020, the Company recorded an impairment charge of approximately $6.0 million related to its Atlanta market and Indianapolis goodwill balances and also an impairment charge of approximately $47.7 million associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia, Raleigh, Richmond and St. Louis market radio broadcasting licenses. The Company concluded these assets were not impaired during the three months ended March 31, 2019. (i) As of January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases , using the modification retrospective transition method. Prior comparative periods will be not be restated under this new standard and therefore those amounts are not presented below. The Company adopted a package of practical expedients as allowed by the transition guidance which permits the Company to carry forward the historical assessment of whether contracts contain or are leases, classification of leases and the remaining lease terms. The Company has also made an accounting policy election to exclude leases with an initial term of twelve months or less from recognition on the consolidated balance sheet. Short-term leases will be expensed over the lease term. The Company also elected to separate the consideration in the lease contracts between the lease and non-lease components. All variable non-lease components are expensed as incurred. ASC 842 results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of right of use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases. Upon adoption of ASC 842, deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. The adoption of this standard resulted in the Company recording an increase in ROU assets of approximately $49.8 million and an increase in lease liabilities of approximately $54.1 million. Approximately $4.3 million in deferred rent was also reclassified from liabilities to offset the applicable ROU asset. The tax impact of ASC 842, which primarily consisted of deferred gains related to previous transactions that were historically accounted for as sale and operating leasebacks in accordance with ASC Topic 840 were recognized as part of the cumulative-effect adjustment to retained earnings, resulting in an increase to retained earnings, net of tax, of approximately $5.8 million. Many of the Company’s leases provide for renewal terms and escalation clauses, which are factored into calculating the lease liabilities when appropriate. The implicit rate within the Company’s lease agreements is generally not determinable and as such the Company’s collateralized borrowing rate is used. The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: Three Months Ended March 31, 2020 2019 (Unaudited) (Dollar In thousands) Operating Lease Cost (Cost resulting from lease payments) $ 3,151 $ 3,057 Variable Lease Cost (Cost excluded from lease payments) 40 103 Total Lease Cost $ 3,191 $ 3,160 Operating Lease - Operating Cash Flows (Fixed Payments) $ 3,406 $ 3,268 Operating Lease - Operating Cash Flows (Liability Reduction) $ 2,134 $ 1,897 Weighted Average Lease Term - Operating Leases 5.59 years 6.28 years Weighted Average Discount Rate - Operating Leases 11.00 % 11.00 % As of March 31, 2020, maturities of lease liabilities were as follows: For the Year Ended December 31, (Dollars in thousands) For the remaining nine months ending December 31, 2020 $ 9,867 2021 12,664 2022 12,019 2023 10,391 2024 9,326 Thereafter 11,502 Total future lease payments 65,769 Imputed interest (16,753) Total $ 49,016 (j) In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2019, the FASB issued ASU 2019-10, “ Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. ” ASU 2019-10 defers the effective date of credit loss standard ASU 2016-13 by two years for smaller reporting companies and permits early adoption. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company is evaluating the impact of the adoption of ASU 2016-13 on its financial statements, but does not expect such implementation to have a material impact. In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company adopted ASU 2019-12 on January 1, 2020, and adoption did not have a material impact on our consolidated financial statements and related disclosures. (k) Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as me |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2020 | |
ACQUISITIONS AND DISPOSITIONS | |
ACQUISITIONS AND DISPOSITIONS | 2. ACQUISITIONS AND DISPOSITIONS: On October 20, 2011, we entered into a time brokerage agreement (“TBA”) with WGPR, Inc. (“WGPR”). Pursuant to the TBA, on October 24, 2011, we began to broadcast programs produced, owned or acquired by the Company on WGPR’s Detroit radio station, WGPR-FM. We paid a monthly fee as well as certain operating costs of WGPR-FM, and in exchange we retained all revenues from the sale of the advertising within the programming we provided. The original term of the TBA was through December 31, 2014; however, in September 2014, we entered into an amendment to the TBA to extend the term of the TBA through December 31, 2019 on which date we ceased operation of the station on our behalf. While we ceased operations of the station on December 31, 2019, the Company continues to provide certain limited management services to the current owner and operator of WGPR. On August 31, 2019, the Company closed on its previously announced sale of assets of its Detroit, Michigan radio station, WDMK-FM and three translators W228CJ, W252BX, and W260CB for approximately $13.5 million to Beasley Broadcast Group, Inc. The Company recognized an immaterial loss on the sale of the station during the year ended December 31, 2019. On January 30, 2017, the Company entered into an asset purchase agreement to sell certain land, towers and equipment to a third party for $25 million. On May 2, 2017, the Company closed on its previously announced sale, and is leasing certain of the assets back from the buyer as a part of its normal operations. The Company received proceeds of approximately $25.0 million, resulting in an overall net gain on sale of approximately $22.5 million, of which approximately $14.4 million was recognized immediately during the second quarter of 2017, and approximately $8.1 million which was deferred and was recognized into income ratably over the lease term of ten years. Upon adoption of ASC 842 on January 1, 2019, the unamortized portion of this deferred gain, net of tax, was recognized as a cumulative adjustment to equity. On December 19, 2019, we entered into both an asset purchase agreement ("APA") and a TBA with Guardian Enterprise Group, Inc. and certain of its affiliates (collectively, "GEG") with respect to the acquisition and interim operation of low power television station WQMC-LD in Columbus, Ohio. Pursuant to the TBA, in January 2020, we began to operate WQMC-LD until such time as the purchase transaction can close under the APA. Under the terms of the TBA, we pay a monthly fee as well as certain operating costs of WQMC-LD, and, in exchange, we will retain all revenues from the sale of the advertising within the programming. After receipt of FCC approval, we closed the transactions under the APA and took ownership of WQMC-LD on February 24, 2020 for total consideration of $475,000. |
GOODWILL AND RADIO BROADCASTING
GOODWILL AND RADIO BROADCASTING LICENSES | 3 Months Ended |
Mar. 31, 2020 | |
GOODWILL AND RADIO BROADCASTING LICENSES | |
GOODWILL AND RADIO BROADCASTING LICENSES | 3. GOODWILL AND RADIO BROADCASTING LICENSES: Impairment Testing In accordance with ASC 350, “Intangibles - Goodwill and Other,” we do not amortize our indefinite-lived radio broadcasting licenses and goodwill. Instead, we perform a test for impairment annually across all reporting units, or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred in any given reporting unit. Other intangible assets continue to be amortized on a straight-line basis over their useful lives. We perform our annual impairment test as of October 1 of each year. We evaluate all events and circumstances on an interim basis to determine if an interim indicator is present. Valuation of Broadcasting Licenses During the quarter ended March 31, 2020, the Company recorded a non-cash impairment charge of approximately $47.7 million associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia, Raleigh, Richmond and St. Louis radio market broadcasting licenses. We did not identify any impairment indicators for the three months ended March 31, 2019. Beginning in March 2020, the Company noted that the COVID-19 pandemic and the resulting government stay at home orders were dramatically impacting certain of the Company's revenues. Most notably, a number of advertisers across significant advertising categories have reduced or ceased advertising spend due to the outbreak and stay at home orders which effectively shut many businesses down in the markets in which we operate. This was particularly true within our radio segment which derives substantial revenue from local advertisers who have been particularly hard hit due to social distancing and government interventions. As a result of COVID-19, the total market revenue growth for certain markets in which we operate was below that assumed in our annual impairment testing. We deemed that to be an impairment indicator that warranted interim impairment testing of certain markets’ radio broadcasting licenses, which we performed as of March 31, 2020. Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for the interim impairment assessments for the quarter ended March 31, 2020. Radio Broadcasting March 31, Licenses 2020 (a) Pre-tax impairment charge (in millions) $ 47.7 Discount Rate 9.5 % Year 1 Market Revenue Growth Rate Range (13.3) % Long-term Market Revenue Growth Rate Range (Years 6 – 10) 0.7% – 1.1 % Mature Market Share Range 6.9% – 25.0 % Operating Profit Margin Range 27.6% – 39.7 % (a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting. Valuation of Goodwill During the quarter ended March 31, 2020, the Company recorded a non-cash impairment charge of approximately $6.0 million to reduce the carrying value of our Atlanta and Indianapolis market goodwill balances. We did not identify any impairment indicators at any of our other reportable segments for the three months ended March 31, 2020. We did not identify any impairment indicators at any of our reportable segments for the three months ended March 31, 2019. As noted above, during the first quarter of 2020 due to the COVID-19 pandemic, we identified an impairment indicator at certain of our radio markets, and, as such, we performed an interim analysis for certain radio market goodwill as of March 31, 2020. Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for the interim impairment assessments for the quarter ended March 31, 2020. Goodwill (Radio Market March 31, Reporting Units) 2020 (a) Pre-tax impairment charge (in millions) $ 6.0 Discount Rate 9.5 % Year 1 Market Revenue Growth Rate Range (14.5)% – (12.9) % Long-term Market Revenue Growth Rate Range (Years 6 – 10) 0.9% – 1.1 % Mature Market Share Range 11.1% – 13.0 % Operating Profit Margin Range 29.4% – 39.0 % (a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting. Goodwill Valuation Results The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments. Radio Reach Cable Broadcasting Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Additions — — — — — Impairments (5,950) — — — (5,950) Accumulated impairment losses (101,848) (16,114) (20,345) — (138,307) Net goodwill at March 31, 2020 $ 47,202 $ 14,354 $ 7,222 $ 165,044 $ 233,822 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2020 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 4. LONG-TERM DEBT: Long-term debt consists of the following: March 31, 2020 December 31, 2019 (Unaudited) (In thousands) 2018 Credit Facility $ 155,197 $ 167,145 MGM National Harbor Loan 52,617 52,099 2017 Credit Facility 319,805 320,629 7.375% Senior Secured Notes 350,000 350,000 Asset-backed credit facility 27,500 — Total debt 905,119 889,873 Less: current portion of long-term debt 22,497 25,945 Less: original issue discount and issuance costs 12,610 13,620 Long-term debt, net $ 870,012 $ 850,308 2018 Credit Facility On December 4, 2018, the Company and certain of its subsidiaries entered into a credit agreement ("2018 Credit Facility"), among the Company, the lenders party thereto from time to time, Wilmington Trust, National Association, as administrative agent, and TCG Senior Funding L.L.C, as sole lead arranger and sole bookrunner. The 2018 Credit Facility provided $192.0 million in term loan borrowings, which was funded on December 20, 2018. The net proceeds of term loan borrowings under the 2018 Credit Facility were used to refinance, repurchase, redeem or otherwise repay the Company’s outstanding 9.25% senior subordinated notes due 2020. Borrowings under the 2018 Credit Facility are subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company’s total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company’s existing credit facilities nor the trustee under the Company’s existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfy the requirements of the definition of "Permitted Refinancing" (as defined in the agreements governing the Company’s existing credit facilities) and neither of the administrative agents under the Company’s existing credit facilities notifies the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). The 2018 Credit Facility matures on December 31, 2022 (the "Maturity Date"). Interest rates on borrowings under the 2018 Credit Facility will be either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings have been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings have been repaid. Interest payments begin on the last day of the 3-month period commencing on the Funding Date. The Company’s obligations under the 2018 Credit Facility are not secured. The 2018 Credit Facility is guaranteed on an unsecured basis by each entity that guarantees the Company’s outstanding $350.0 million 2017 Credit Facility (as defined below). The term loans could have been voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium.The Company is required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company is also required to use 75% of excess cash flow (“ECF payment”) as defined in the 2018 Credit Facility, which exclude any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding terms loans at par. During the three months ended March 31, 2020 and 2019, the Company repaid approximately $11.9 million and $10.6 million, respectively under the 2018 Credit Facility. Included in the repayments made during the three months ended March 31, 2020 was approximately $3.8 million in ECF payments in accordance with the agreement. The 2018 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company’s total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021 and 6.75 to 1.00 in 2022. As of March 31, 2020, the Company was in compliance with all of its financial covenants under the 2018 Credit Facility. As of March 31, 2020, the Company had outstanding approximately $155.2 million on its 2018 Credit Facility. The original issue discount in the amount of approximately $3.8 million and associated debt issuance costs in the amount of $875,000 is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. The amount of deferred financing costs included in interest expense for all instruments, for the three months ended March 31, 2020 and 2019, was approximately $1.1 million and $943,000, respectively. MGM National Harbor Loan Concurrently, on December 4, 2018, Urban One Entertainment SPV, LLC ("UONESPV") and its immediate parent, Radio One Entertainment Holdings, LLC ("ROEH"), each of which is a wholly owned subsidiary of the Company, entered into a credit agreement, providing $50.0 million in term loan borrowings (the "MGM National Harbor Loan") which was funded on December 20, 2018. The MGM National Harbor Loan matures on December 31, 2022 and bears interest at 7.0% per annum in cash plus 4.0% per annum paid-in kind. The loan has limited ability to be prepaid in the first two years. The loan is secured on a first priority basis by the assets of UONESPV and ROEH, including all of UONESPV’s shares held by ROEH, all of UONESPV’s interests in MGM National Harbor, its rights under the joint venture operating agreement governing the MGM National Harbor and UONESPV’s obligation to exercise its put right under the joint venture operating agreement in the event of a UONESPV payment default or bankruptcy event, in each case, subject to applicable Maryland gaming laws and approvals. Exercise by UONESPV of its put right under the joint venture operating agreement is subject to required lender consent unless the proceeds are used to retire the MGM National Harbor Loan and any remaining excess is used to repay borrowings, if any, under the 2018 Credit Facility. The MGM National Harbor Loan also contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). As of March 31, 2020, the Company had outstanding approximately $52.6 million on its MGM National Harbor Loan. The original issue discount in the amount of approximately $1.0 million and associated debt issuance costs in the amount of approximately $1.7 million is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the obligation using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 2017 Credit Facilities On April 18, 2017, the Company closed on a senior secured credit facility (the “2017 Credit Facility”). The 2017 Credit Facility is governed by a credit agreement by and among the Company, the lenders party thereto from time to time and Guggenheim Securities Credit Partners, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and Guggenheim Securities, LLC as sole lead arranger and sole book running manager. The 2017 Credit Facility provides for $350 million in term loan borrowings, all of which was advanced and outstanding on the date of the closing of the transaction. The 2017 Credit Facility matures on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company’s 2022 Notes (as defined below). At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1)% equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00)% and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.62% for 2020 and was 6.51% for 2019. The 2017 Credit Facility is (i) guaranteed by each entity that guarantees the Company’s 2022 Notes on a pari passu basis with the guarantees of the 2022 Notes and (ii) secured on a pari passu basis with the Company’s 2022 Notes. The Company’s obligations under the 2017 Credit Facility are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by certain notes priority collateral, and (ii) on a second priority basis by collateral for the Company’s asset-backed line of credit. In addition to any mandatory or optional prepayments, the Company is required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months will require an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company will be required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility. On December 19, 2018, upon drawing under the 2018 Credit Facility and MGM National Harbor Loan, the Company voluntarily prepaid approximately $20.0 million in principal on the 2017 Credit Facility. During each of the three month periods in March 31, 2020 and 2019, the Company repaid $824,000 under the 2017 Credit Facility. The 2017 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the 2022 Notes. The 2017 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company’s interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00. The net proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previous senior secured credit facility and the agreement governing such credit facility. The 2017 Credit Facility contains affirmative and negative covenants that the Company is required to comply with, including: (a) maintaining an interest coverage ratio of no less than: § 1.25 to 1.00 on June 30 , 2017 and the last day of each fiscal quarter thereafter. (b) maintaining a senior leverage ratio of no greater than: § 5.85 to 1.00 on June 30 , 2017 and the last day of each fiscal quarter thereafter. (c) limitations on: § liens; § sale of assets; § payment of dividends; and § mergers. As of March 31, 2020, the Company was in compliance with all of its financial covenants under the 2017 Credit Facility. As of March 31, 2020, the Company had outstanding approximately $319.8 million on its 2017 Credit Facility. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 2022 Notes On April 17, 2015, the Company closed a private offering of $350.0 million aggregate principal amount of 7.375% senior secured notes due 2022 (the “2022 Notes”). The 2022 Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and will mature on April 15, 2022. Interest on the 2022 Notes accrues at the rate of 7.375% per annum and is payable semiannually in arrears on April 15 and October 15, which commenced on October 15, 2015. The 2022 Notes are guaranteed, jointly and severally, on a senior secured basis by the Company’s existing and future domestic subsidiaries, including TV One. In connection with the closing of the 2022 Notes, the Company and the guarantor parties thereto entered into a Fourth Supplemental Indenture to the indenture governing the 2020 Notes (as defined below). Pursuant to this Fourth Supplemental Indenture, TV One, which previously did not guarantee the 2020 Notes, became a guarantor under the 2020 Notes indentures. In addition, the transactions caused a “Triggering Event” (as defined in the 2020 Notes Indenture) and, as a result, the 2020 Notes became an unsecured obligation of the Company and the subsidiary guarantors and rank equal in right of payment with the Company’s other senior indebtedness. The Company used the net proceeds from the 2022 Notes, to refinance a previous credit agreement, refinance certain TV One indebtedness, and finance the buyout of membership interests of Comcast in TV One and pay the related accrued interest, premiums, fees and expenses associated therewith. The 2022 Notes are the Company’s senior secured obligations and rank equal in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including obligations under the 2017 Credit Facility and the Company’s 2020 Notes (defined below). The 2022 Notes and related guarantees are equally and ratably secured by the same collateral securing the 2017 Credit Facility and any other parity lien debt issued after the issue date of the 2022 Notes, including any additional notes issued under the Indenture, but are effectively subordinated to the Company’s and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness that does not also secure the 2022 Notes. Collateral includes substantially all of the Company’s and the guarantors’ current and future property and assets for accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets including the capital stock of each subsidiary guarantor. As of March 31, 2020, the Company had outstanding approximately $350.0 million of the 2022 Notes. Senior Subordinated Notes On February 10, 2014, the Company closed a private placement offering of $335.0 million aggregate principal amount of 9.25% senior subordinated notes due 2020 (the “2020 Notes”). The 2020 Notes were offered at an original issue price of 100.0% plus accrued interest from February 10, 2014. The 2020 Notes were scheduled to mature on February 15, 2020. Interest accrued at the rate of 9.25% per annum and was payable semiannually in arrears on February 15 and August 15 in the initial amount of approximately $15.5 million, which commenced on August 15, 2014. The 2020 Notes were guaranteed by certain of the Company’s existing and future domestic subsidiaries and any other subsidiaries that guarantee the existing senior credit facility or any of the Company’s other syndicated bank indebtedness or capital markets securities. The Company used the net proceeds from the offering to repurchase or otherwise redeem all of the amounts then outstanding under its previous notes and to pay the related accrued interest, premiums, fees and expenses associated therewith. During the quarter ended December 31, 2018, in conjunction with entering into the 2018 Credit Facility and MGM National Harbor Loan, the Company repurchased approximately $243.0 million of its 2020 Notes at an average price of approximately 100.88% of par. During the quarter ended December 31, 2018, the Company recorded a loss on retirement of debt of approximately $2.8 million. This amount includes a write-off of previously capitalized debt financing costs and original issue discount associated with the 2020 Notes in the amount of $649,000 and also includes approximately $2.1 million associated with the premium paid to the bondholders. During the quarter ended September 30, 2018, the Company repurchased approximately $5.0 million of its 2020 Notes at an average price of approximately 97.25% of par. The Company recorded a net gain on retirement of debt of $120,000 for the quarter ended September 30, 2018. During the quarter ended June 30, 2018, the Company repurchased approximately $14.0 million of its 2020 Notes at an average price of approximately 95.125% of par. The Company recorded a net gain on retirement of debt of $626,000 for the quarter ended June 30, 2018. During the quarter ended March 31, 2018, the Company repurchased approximately $11 million of its 2020 Notes at an average price of approximately 97.375% of par. The Company recorded a net gain on retirement of debt of $239,000 for the quarter ended March 31, 2018. On January 17, 2019, the Company announced that it had given the required notice under the indenture governing its 2020 Notes to redeem for cash all outstanding aggregate principal amount of its Notes to the extent outstanding on February 15, 2019 (the "Redemption Date"). The redemption price for the Notes will be 100.0% of the principal amount of the Notes, plus accrued and unpaid interest to the Redemption Date. On February 15, 2019, the remaining 2020 Notes were redeemed in full. Comcast Note The Company also had outstanding a senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million due to Comcast (“Comcast Note”). The Comcast Note bears interest at 10.47%, is payable quarterly in arrears, and the entire principal amount is due on April 17, 2019. The Company was contractually required to retire the Comcast Note in February 2019 upon redemption of the remaining 2020 Notes. On February 15, 2019, upon redemption of the remaining 2020 Notes, the Comcast Note was paid in full and retired. Asset-Backed Credit Facility On April 21, 2016, the Company entered into a senior credit agreement governing an asset-backed credit facility (the “ABL Facility”) among the Company, the lenders party thereto from time to time and Wells Fargo Bank National Association, as administrative agent (the “Administrative Agent”). The ABL Facility originally provided for $25 million in revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. On November 13, 2019, the Company entered into an amendment to the ABL Facility, (the "ABL Amendment"), which increased the borrowing capacity from $25 million in revolving loan borrowings to $37.5 million in order to provide for the working capital needs and general corporate requirements of the Company and provides for a letter of credit facility up to $7.5 million as a part of the overall $37.5 million in capacity. The ABL Amendment also redefines the “Maturity Date” to read as follows: “Maturity Date" shall mean the earlier to occur of (a) April 21, 2021 and (b) the date that is thirty (30) days prior to the earlier to occur of (i) the Term Loan Maturity Date (as defined in the Term Loan Credit Agreement as in effect on the Effective Date or as the same may be extended in accordance with the terms of the Term Loan Credit Agreement), and (ii) the Stated Maturity (as defined in the Senior Secured Notes Indenture (as defined in the Term Loan Credit Agreement)) of the Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date or as the same may be extended in accordance with the terms of the Senior Secured Notes Indenture).” At the Company’s election, the interest rate on borrowings under the ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter. Advances under the ABL Facility are limited to (a) eighty-five percent (85)% of the amount of Eligible Accounts (as defined in the ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the ABL Facility), plus (ii) the aggregate amount of all other reserves, if any, established by Administrative Agent. All obligations under the ABL Facility are secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, (iii) all other property which constitutes ABL Priority Collateral (as defined in the ABL Facility). The obligations are also secured by all material subsidiaries of the Company. Finally, the ABL Facility is subject to the terms of the Intercreditor Agreement (as defined in the ABL Facility) by and among the Administrative Agent, the administrative agent for the secured parties under the Company’s term loan and the trustee and collateral trustee under the senior secured notes indenture. As of December 31, 2019, the Company did not have any borrowings outstanding on its ABL Facility. As of March 31, 2020, the Company had approximately $27.5 million in borrowings outstanding on its ABL Facility. Letter of Credit Facility On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. On October 8, 2019, the Company entered into an amendment to its letter of credit reimbursement and security agreement and extended the term to October 8, 2024. As of March 31, 2020, the Company had letters of credit totaling $818,000 under the agreement. Letters of credit issued under the agreement are required to be collateralized with cash. The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2022 Notes, the Company’s obligations under the 2017 Credit Facility, and the obligations under the 2018 Credit Facility. The Company’s interest in the MGM National Harbor Casino fully guarantees the MGM National Harbor Loan. Future Minimum Principal Payments Future scheduled minimum principal payments of debt as of March 31, 2020, are as follows: 7.38% Senior Secured 2018 MGM 2017 Notes Credit National Asset-backed Credit due April Facility Harbor Loan Credit Facility Facility 2022 Total (In thousands) April - December 2020 $ 14,400 $ — $ — $ 2,473 $ — $ 16,873 2021 19,200 — 27,500 3,297 — 49,997 2022 121,597 52,617 — 3,297 350,000 527,511 2023 — — — 310,738 — 310,738 2024 — — — — — — 2025 and thereafter — — — — — — Total Debt $ 155,197 $ 52,617 $ 27,500 $ 319,805 $ 350,000 $ 905,119 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | 5. INCOME TAXES: The Company generally utilizes the estimated annual effective tax rate method (“Estimated AETR Method”) prescribed under ASC 740-270, “Interim Reporting” to calculate the provision for income taxes. For the three months ended March 31, 2020, the Company recorded a benefit from income taxes of approximately $21.9 million on pre-tax loss from continuing operations of approximately $44.9 million utilizing the actual effective tax rate (“Discrete Method”) for the period. The Company utilized the Discrete Method because the Company’s tax rate is highly sensitive to small changes in projected pre-tax earnings under the Estimated AETR Method, which can result in a significant range of possible outcomes that deviate from the ordinary relationship between the tax provision and pre-tax income. The Company will re-evaluate the use of the Discrete Method in each future interim period until such time as when the ordinary relationship between the tax provision and pre-tax income normalizes. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act (the “2017 Tax Act”), and amongst other things, contains tax benefits designed to aid businesses impacted by COVID-19. The enactment of the CARES Act did not result in any material adjustments to the Company’s tax provision for the three months ended March 31, 2020. During the three months ended March 31, 2020, the Internal Revenue Service (“IRS”) accepted the Company’s petition to extend the time to file certain procedural elections of a subsidiary corporation. The IRS acceptance resulted in a reduction of the valuation allowance against certain deferred tax assets (“DTAs”) for our net operating losses. As a result of the reduction of the valuation allowance, the Company recorded a tax benefit of approximately $12.5 million which is included in the $21.9 million benefit from income taxes recorded for the three months ended March 31, 2020. In accordance with ASC 740, “Accounting for Income Taxes”, the Company continues to evaluate the realizability of its net DTAs by assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns, tax planning strategies, and future profitability. As of March 31, 2020, the Company believes it is more likely than not that these DTAs will be realized. The Company is subject to the continuous examination of our income tax returns by the IRS and other domestic tax authorities. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. The Company does not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next twelve months. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS’ EQUITY: Stock Repurchase Program From time to time, the Company’s Board of Directors has authorized repurchases of shares of the Company’s Class A and Class D common stock. As of March 13, 2020, the Company's Board authorized a new repurchase plan of up to $2.6 million of the Company's Class A and Class D shares through December 31, 2020. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the three months ended March 31, 2020, the Company did not repurchase any shares of Class A common stock or Class D common stock. During the three months ended March 31, 2019, the Company repurchased 22,380 shares of Class A common stock in the amount of $50,000 at an average price of $2.24 per share and repurchased 369,000 shares of Class D common stock in the amount of $755,000 at an average price of $2.05 per share. In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan and 2019 Equity and Performance Incentive Plan (both as defined below). As of May 21, 2019, the 2019 Equity and Performance Incentive Plan will be used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2009 Stock Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”). During the three months ended March 31, 2020, the Company executed a Stock Vest Tax Repurchase of 547,801 shares of Class D Common Stock in the amount of approximately $1.0 million at an average price of $1.85 per share. During the three months ended March 31, 2019, the Company executed a Stock Vest Tax Repurchase of 852,000 shares of Class D Common Stock in the amount of approximately $1.6 million at an average price of $1.94 per share. Stock Option and Restricted Stock Grant Plan Our 2009 stock option and restricted stock plan (the “2009 Stock Plan”) was originally approved by the stockholders at the Company’s annual meeting on December 16, 2009. The Company had the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan. Since its original approval, from time to time, the Board of Directors adopted and, as required, our stockholders approved certain amendments to and restatement of the 2009 Stock Plan (the “Amended and Restated 2009 Stock Plan”). The amendments under the Amended and Restated 2009 Stock Plan primarily affected (i) the number of shares with respect to which options and restricted stock grants may be granted under the 2009 Stock Plan and (ii) the maximum number of shares that can be awarded to any individual in any one calendar year. On April 13, 2015, the Board of Directors adopted, and our stockholders approved on June 2, 2015, an amendment that replenished the authorized plan shares, increasing the number of shares of Class D common stock available for grant back up to 8,250,000 shares. Our new stock option and restricted stock plan ("2019 Equity and Performance Incentive Plan"), currently in effect was approved by the stockholders at the Company's annual meeting on May 21, 2019. The Board of Directors adopted, and on May 21, 2019, our stockholders approved, the 2019 Equity and Performance Incentive Plan which is funded with 5,500,000 shares of Class D Common Stock. The Company uses an average life for all option awards. The Company settles stock options upon exercise by issuing stock. As of March 31, 2020, 3,048,462 shares of Class D common stock were available for grant under the 2019 Equity and Performance Incentive Plan. On August 7, 2017, the Compensation Committee ("Compensation Committee") of the Board of Directors of the Company awarded Catherine Hughes, Chairperson, 474,609 restricted shares of the Company’s Class D common stock, and stock options to purchase 210,937 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019. On June 12, 2019, the Compensation Committee awarded Catherine Hughes, Chairperson, 393,685 restricted shares of the Company's Class D common stock, and stock options to purchase 174,971 shares of the Company's Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On August 7, 2017, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 791,015 restricted shares of the Company’s Class D common stock, and stock options to purchase 351,562 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019. On June 12, 2019, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 656,142 restricted shares of the Company's Class D common stock, and stock options to purchase 291,619 shares of the Company's Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On August 7, 2017, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 270,833 restricted shares of the Company’s Class D common stock, and stock options to purchase 120,370 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019. On June 12, 2019, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 224,654 restricted shares of the Company’s Class D common stock, and stock options to purchase 99,846 shares of the Company’s Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On August 7, 2017, the Compensation Committee awarded 575,262 shares of restricted stock and 470,000 stock options to certain employees pursuant to the Company’s long-term incentive plan. The grants were effective August 7, 2017. 470,000 shares of restricted stock and 470,000 stock options have vested or will vest in three installments, with the first installment of 33% having vested on January 5, 2018, and the second installment having vested on January 5, 2019, and the remaining installment vesting on January 5, 2020. On October 2, 2017, Karen Wishart, our current Chief Administrative Officer, as part of her employment agreement, received an equity grant of 37,500 shares of the Company’s Class D common stock as well as a grant of options to purchase 37,500 shares of the Company’s Class D common stock. The grants have vested or vest in equal increments on each of October 2, 2018, October 2, 2019 and October 2, 2020. On June 12, 2019, the Compensation Committee awarded David Kantor, Chief Executive Officer - Radio Division, 195,242 restricted shares of the Company's Class D common stock, and stock options to purchase 86,774 shares of the Company's Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. Pursuant to the terms of each of our stock plans and subject to the Company's insider trading policy, a portion of each recipient's vested shares may be sold in the open market for tax purposes on or about the vesting dates. Stock-based compensation expense for the three months ended March 31, 2020 and 2019, was $393,000 and $511,000, respectively The Company did not grant stock options during the three months ended March 31, 2020 and 2019. Transactions and other information relating to stock options for the three months ended March 31, 2020, are summarized below: Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Term (In Intrinsic Options Exercise Price Years) Value Outstanding at December 31, 2019 4,197,000 $ 2.13 6.70 $ 255,000 Grants — $ — Exercised — $ — Forfeited/cancelled/expired/settled 24,000 $ 3.17 Balance as of March 31, 2020 4,173,000 $ 2.12 $ 14,458 Vested and expected to vest at March 31, 2020 4,170,000 $ 2.12 $ — Unvested at March 31, 2020 17,000 $ 1.90 $ — Exercisable at March 31, 2020 4,156,000 $ 2.12 $ 14,458 The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the three months ended March 31, 2020, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on March 31, 2020. This amount changes based on the fair market value of the Company’s stock. There were no options exercised during the three months ended March 31, 2020 and there were 15,000 options exercised during the three months ended March 31, 2019. 804,876 options vested during the three months ended March 31, 2020 and 839,530 options vested during the three months ended March 31, 2019. As of March 31, 2020, $12,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 7 months. The weighted-average fair value per share of shares underlying stock options was $1.54 at March 31, 2020. The Company did not grant any shares of restricted stock during the three months ended March 31, 2020 granted 780,239 shares of restricted stock during the three months ended March 31, 2019. Transactions and other information relating to restricted stock grants for the three months ended March 31, 2020, are summarized below: Average Fair Value at Grant Shares Date Unvested at December 31, 2019 1,814,000 $ 2.14 Grants — $ — Vested (1,630,000) $ 2.14 Forfeited/cancelled/expired — $ — Unvested at March 31, 2020 184,000 $ 2.10 Restricted stock grants were and are included in the Company’s outstanding share numbers on the effective date of grant. As of March 31, 2020, approximately $221,000 of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over the weighted-average period of 8 months. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2020 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 7. SEGMENT INFORMATION: The Company has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure. The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including TV One’s and CLEO TV’s results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. Operating loss or income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany revenue earned and expenses charged between segments are recorded at estimated fair value and eliminated in consolidation. The accounting policies described in the summary of significant accounting policies in Note 1 – Organization and Summary of Significant Accounting Policies are applied consistently across the segments. Detailed segment data for the three months ended March 31, 2020 and 2019, is presented in the following tables: Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Net Revenue: Radio Broadcasting $ 34,916 $ 36,749 Reach Media 6,689 6,973 Digital 6,289 7,437 Cable Television 47,497 47,823 Corporate/Eliminations* (516) (533) Consolidated $ 94,875 $ 98,449 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 26,391 $ 27,744 Reach Media 5,895 6,428 Digital 7,195 7,616 Cable Television 20,400 26,175 Corporate/Eliminations 6,083 7,416 Consolidated $ 65,964 $ 75,379 Depreciation and Amortization: Radio Broadcasting $ 741 $ 869 Reach Media 59 59 Digital 488 461 Cable Television 943 6,575 Corporate/Eliminations 317 310 Consolidated $ 2,548 $ 8,274 Impairment of Long-Lived Assets: Radio Broadcasting $ 53,650 $ — Reach Media — — Digital — — Cable Television — — Corporate/Eliminations — — Consolidated $ 53,650 $ — Operating (loss) income: Radio Broadcasting $ (45,866) $ 8,136 Reach Media 735 486 Digital (1,394) (640) Cable Television 26,154 15,073 Corporate/Eliminations (6,916) (8,259) Consolidated $ (27,287) $ 14,796 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (516) $ (533) Capital expenditures by segment are as follows: Radio Broadcasting $ 963 $ 221 Reach Media 57 19 Digital 197 318 Cable Television 41 96 Corporate/Eliminations 172 53 Consolidated $ 1,430 $ 707 March 31, 2020 December 31, 2019 (Unaudited) (In thousands) Total Assets: Radio Broadcasting $ 661,161 $ 721,295 Reach Media 42,416 41,892 Digital 19,905 22,223 Cable Television 394,958 388,465 Corporate/Eliminations 105,304 76,044 Consolidated $ 1,223,744 $ 1,249,919 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES: Royalty Agreements Musical works rights holders, generally songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights, Inc. (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. We currently have arrangements with ASCAP, SESAC and GMR. On April 22, 2020, the Radio Music License Committee, an industry group which the Company is a part of, and BMI have reached agreement on the terms of a new license agreement that covers the period January 1, 2017, through December 31, 2021. The Company is currently reviewing the terms of the new license agreement in anticipation of becoming a party to the agreement. Other Contingencies The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations. Off-Balance Sheet Arrangements On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. On October 8, 2019, the Company entered into an amendment to its letter of credit reimbursement and security agreement and extended the term to October 8, 2024. As of March 31, 2020, the Company had letters of credit totaling $818,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash. Noncontrolling Interest Shareholders’ Put Rights Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”). This annual right is exercisable for a 30‑day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The noncontrolling interest shareholders of Reach Media did not exercise their Put Right for the 30‑day period ending January 30, 2020. Management, at this time, cannot reasonably determine the period when and if the put right will be exercised by the noncontrolling interest shareholders. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS: Since April 1, 2020 and through the date of filing of this report, the Company has repurchased 150,000 shares of Class D common stock in the amount of $135,000 at an average price of $0.90 per share. On May 12, 2020, the Company received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company's Class D common stock shares were not in compliance with Nasdaq Listing Rule 5550(a)(2) as the Class D shares closing bid price was below $1.00 per share for the previous thirty (30) consecutive business days. The Company's Class A common stock was not impacted by the Notice and remains in compliance with all listing requirements. Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A), the Company would be granted a 180-calendar day compliance period, or until November 8, 2020, to regain compliance with the minimum bid price requirements with respect to its Class D shares. However, Nasdaq noted that due to the recent COVID-19 outbreak, “the last few weeks have been marked by unprecedented turmoil in U.S. and world financial markets. While the equity markets have functioned well, this turmoil has significantly impacted investor confidence resulting in depressed prices for companies that otherwise remain suitable for continued listing.” Given the extraordinary market conditions due to COVID-19, Nasdaq determined to toll the compliance periods for the bid price and market value of publicly held shares (“MVPHS”) requirements (collectively, the “Price-based Requirements”) through June 30, 2020. As a result, the compliance periods for the Price-based Requirements will be reinstated on July 1, 2020 and, therefore, the Company's deadline to regain compliance with the closing bid price standard with respect to shares of its Class D common stock has been extended to December 28, 2020. During the tolling and compliance periods, the Company's shares of Class D common stock will continue to be listed and traded on the Nasdaq Capital Market. To regain compliance, the closing bid of the Company's Class D shares of common stock must meet or exceed $1.00 per share for at least ten (10) consecutive business days during the tolling period and the 180-calendar day compliance grace period. If the Company is not in compliance by December 28, 2020, the Company may be eligible for a second 180 calendar day grace period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirements. In addition, the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the allotted tolling and/or compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's shares of common stock will be subject to delisting. The Company intends to monitor its closing bid price for its Class D common stock between now and December 28, 2020 and will consider available options to resolve the Company's noncompliance with the minimum bid price requirement, as may be necessary. While the Company has put a reverse stock split on the agenda for its 2020 Annual Meeting of Shareholders, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria. On April 22, 2020, the Radio Music License Committee, an industry group which the Company is a part of, and BMI have reached agreement on the terms of a new license agreement that covers the period January 1, 2017, through December 31, 2021. The Company is currently reviewing the terms of the new license agreement in anticipation of becoming a party to the agreement. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | (a) Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of March 31, 2020, we owned and/or operated 61 broadcast stations (including all HD stations, translator stations and the low power television station we operate) located in 14 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences. On January 19, 2019, the Company launched CLEO TV, a lifestyle and entertainment network targeting Millennial and Gen X women of color. CLEO TV offers quality content that defies negative and cultural stereotypes of today’s modern women. The results of CLEO TV’s operations will be reflected in the Company’s cable television segment. Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 – Segment Information.) |
Interim Financial Statements | (b) The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. During the fourth quarter of 2019, the Company revised the interest expense component of operating leases accounted for under ASC 842 from interest expense into operating expenses. Operating income for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 have been reclassified in the amounts of approximately $1.3 million, $1.4 million and $1.4 million, respectively, to reflect the interest expense component of operating leases from interest expense into operating expenses. The financial statements for the quarterly periods ended March 31, June 30 and September 30, 2019 were not restated as management determined that the impact of this error is immaterial to the interim consolidated financial statements filed for each quarterly period in 2019. These revisions had no effect on any other previously reported or consolidated net income or loss or any other statement of operations, balance sheet or cash flow amounts. Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10‑Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10‑K. |
Financial Instruments | (c) Financial instruments as of March 31, 2020 and December 31, 2019, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of March 31, 2020 and December 31, 2019, except for the Company's long-term debt. The 7.375% Senior Secured Notes that are due in April 2022 (the “2022 Notes”) had a carrying value of approximately $350.0 million and fair value of approximately $322.0 million as of March 31, 2020. The 2022 Notes had a carrying value of approximately $350.0 million and fair value of approximately $344.8 million as of December 31, 2019. The fair values of the 2022 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on a $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $319.8 million and fair value of approximately $229.2 million as of March 31, 2020, and had a carrying value of approximately $320.6 million and fair value of approximately $309.1 million as of December 31, 2019. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company closed on a $192.0 million unsecured credit facility (the “2018 Credit Facility”) which had a carrying value of approximately $155.2 million and fair value of approximately $158.3 million as of March 31, 2020, and had a carrying value of approximately $167.1 million and fair value of approximately $170.5 million as of December 31, 2019. The fair value of the 2018 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company also closed on a $50.0 million secured credit loan (the “MGM National Harbor Loan”) which had a carrying value of approximately $52.6 million and fair value of approximately $58.9 million as of March 31, 2020, and had a carrying value of approximately $52.1 million and fair value of approximately $58.4 million as of December 31, 2019. The fair value of the 2018 MGM National Harbor Loan, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. The Company's asset-backed credit facility (the "ABL Facility") had a carrying value of approximately $27.5 million and fair value of approximately $27.5 million as of March 31, 2020. There was no balance outstanding on the ABL Facility as of December 31, 2019. |
Revenue Recognition | (d) In accordance with Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers, ” the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company elected to use the modified retrospective method, but the adoption of the standard did not have a material impact to our financial statements. In general, our spot advertising (both radio and cable television) as well as our digital advertising continues to be recognized when aired and delivered. For our cable television affiliate revenue, the Company grants a license to the affiliate to access its television programming content through the license period, and the Company earns a usage based royalty when the usage occurs, consistent with our previous revenue recognition policy. Finally, for event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed. Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $4.7 million and $4.8 million for the three months ended March 31, 2020 and 2019, respectively. Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise. In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue. Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $3.7 million for each of the three months ended March 31, 2020 and 2019, respectively. Revenue by Contract Type The following chart shows our net revenue (and sources) for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Net Revenue: Radio Advertising $ 38,417 $ 42,374 Political Advertising 2,404 123 Digital Advertising 6,289 7,437 Cable Television Advertising 21,033 20,193 Cable Television Affiliate Fees 26,207 27,475 Event Revenues & Other 525 847 Net Revenue (as reported) $ 94,875 $ 98,449 Contract assets and liabilities Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at March 31, 2020, December 31, 2019 and March 31, 2019 were as follows: March 31, 2020 December 31, 2019 March 31, 2019 (Unaudited) (In thousands) (Unaudited) Contract assets: Unbilled receivables $ 5,799 $ 3,763 $ 6,529 Contract liabilities: Customer advances and unearned income $ 2,667 $ 3,048 $ 3,836 Unearned event income 11,194 6,645 8,201 Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term. Unearned event income represents payments by customers for upcoming events. For customer advances and unearned income as of January 1, 2020, approximately $1.7 million was recognized as revenue during the three months ended March 31, 2020. For unearned event income, no revenue was recognized during the three months ended March 31, 2020. For customer advances and unearned income as of January 1, 2019, approximately $1.4 million was recognized as revenue during the three months ended March 31, 2019. For unearned event income, no revenue was recognized during the three months ended March 31, 2019, as the event takes place during the second quarter of 2019. Practical expedients and exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Launch Support | (e) The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. The Company did not pay any launch support for carriage initiation during the three months ended March 31, 2020 and 2019. The weighted-average amortization period for launch support is approximately 7.8 years as of March 31, 2020, and approximately 7.8 years as of December 31, 2019. The remaining weighted-average amortization period for launch support is 4.8 years and 5.1 years as of March 31, 2020 and December 31, 2019, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For each of the three months ended March 31, 2020 and 2019, launch support asset amortization of $105,000 was recorded as a reduction of revenue, and $151,000 was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. |
Barter Transactions | (f) For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended March 31, 2020 and 2019, barter transaction revenues were $515,000 and $566,000 respectively. Additionally, for the three months ended March 31, 2020 and 2019, barter transaction costs were reflected in programming and technical expenses of $371,000 and $416,000, respectively, and selling, general and administrative expenses of $144,000 and $150,000, respectively. The Company reached an agreement with a cable television provider related to an adjustment of previously estimated affiliate fees in the amount of approximately $2.0 million for the year ended December 31, 2018, as final reporting became available. Upon settlement of this agreement, the Company will receive approximately $2.0 million in marketing services that will be utilized in future periods. |
Earnings Per Share | (g) Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Numerator: Net loss attributable to common stockholders $ (23,187) $ (3,104) Denominator: Denominator for basic net loss per share - weighted-average outstanding shares 45,228,164 45,001,767 Effect of dilutive securities: Stock options and restricted stock — — Denominator for diluted net loss per share - weighted-average outstanding shares 45,228,164 45,001,767 Net loss attributable to common stockholders per share – basic and diluted $ (0.51) $ (0.07) All stock options and restricted stock awards were excluded from the diluted calculation for the three months ended March 31, 2020 and 2019, as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation. Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Stock options 4,173 3,549 Restricted stock awards 379 1,256 |
Fair Value Measurements | (h) We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 : Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date. Level 2 : Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets). Level 3 : Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. As of March 31, 2020, and December 31, 2019, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of March 31, 2020 Liabilities subject to fair value measurement: Contingent consideration (a) $ 1,500 — — $ 1,500 Employment agreement award (b) 27,598 — — 27,598 Total $ 29,098 $ — $ — $ 29,098 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,292 $ — $ — $ 10,292 As of December 31, 2019 Liabilities subject to fair value measurement: Contingent consideration (a) $ 1,921 — — $ 1,921 Employment agreement award (b) 27,017 — — 27,017 Total $ 28,938 $ — $ — $ 28,938 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,564 $ — $ — $ 10,564 (a) This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration. (b) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis) , and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. (c) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. There were no transfers in or out of Level 1, 2, or 3 during the three months ended March 31, 2020. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2020: Employment Redeemable Contingent Agreement Noncontrolling Consideration Award Interests (In thousands) Balance at December 31, 2019 $ 1,921 $ 27,017 $ 10,564 Net income attributable to noncontrolling interests — — 129 Distribution (349) (632) — Dividends paid to noncontrolling interests — — (1,000) Change in fair value (72) 1,213 599 Balance at March 31, 2020 $ 1,500 $ 27,598 $ 10,292 The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date $ 72 $ (1,213) $ — Losses and income included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three months ended March 31, 2020 and 2019. Losses included in earnings were recorded in the consolidated statements of operations as selling, general and administrative expenses for contingent consideration for the three months ended March 31, 2020 and 2019. As of As of December 31, Significant March 31, 2020 2019 Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Contingent consideration Monte Carlo Simulation Expected volatility 20.8 % 20.8 % Contingent consideration Monte Carlo Simulation Discount Rate 14.5 % 14.5 % Employment agreement award Discounted Cash Flow Discount Rate 10.0 % 10.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.0 % 2.0 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.0 % 11.0 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 1.0 % 1.0 % Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements. Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. For the three months ended March 31, 2020, the Company recorded an impairment charge of approximately $6.0 million related to its Atlanta market and Indianapolis goodwill balances and also an impairment charge of approximately $47.7 million associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia, Raleigh, Richmond and St. Louis market radio broadcasting licenses. The Company concluded these assets were not impaired during the three months ended March 31, 2019. |
Leases | (i) As of January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 842, Leases , using the modification retrospective transition method. Prior comparative periods will be not be restated under this new standard and therefore those amounts are not presented below. The Company adopted a package of practical expedients as allowed by the transition guidance which permits the Company to carry forward the historical assessment of whether contracts contain or are leases, classification of leases and the remaining lease terms. The Company has also made an accounting policy election to exclude leases with an initial term of twelve months or less from recognition on the consolidated balance sheet. Short-term leases will be expensed over the lease term. The Company also elected to separate the consideration in the lease contracts between the lease and non-lease components. All variable non-lease components are expensed as incurred. ASC 842 results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of right of use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases. Upon adoption of ASC 842, deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. The adoption of this standard resulted in the Company recording an increase in ROU assets of approximately $49.8 million and an increase in lease liabilities of approximately $54.1 million. Approximately $4.3 million in deferred rent was also reclassified from liabilities to offset the applicable ROU asset. The tax impact of ASC 842, which primarily consisted of deferred gains related to previous transactions that were historically accounted for as sale and operating leasebacks in accordance with ASC Topic 840 were recognized as part of the cumulative-effect adjustment to retained earnings, resulting in an increase to retained earnings, net of tax, of approximately $5.8 million. Many of the Company’s leases provide for renewal terms and escalation clauses, which are factored into calculating the lease liabilities when appropriate. The implicit rate within the Company’s lease agreements is generally not determinable and as such the Company’s collateralized borrowing rate is used. The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: Three Months Ended March 31, 2020 2019 (Unaudited) (Dollar In thousands) Operating Lease Cost (Cost resulting from lease payments) $ 3,151 $ 3,057 Variable Lease Cost (Cost excluded from lease payments) 40 103 Total Lease Cost $ 3,191 $ 3,160 Operating Lease - Operating Cash Flows (Fixed Payments) $ 3,406 $ 3,268 Operating Lease - Operating Cash Flows (Liability Reduction) $ 2,134 $ 1,897 Weighted Average Lease Term - Operating Leases 5.59 years 6.28 years Weighted Average Discount Rate - Operating Leases 11.00 % 11.00 % As of March 31, 2020, maturities of lease liabilities were as follows: For the Year Ended December 31, (Dollars in thousands) For the remaining nine months ending December 31, 2020 $ 9,867 2021 12,664 2022 12,019 2023 10,391 2024 9,326 Thereafter 11,502 Total future lease payments 65,769 Imputed interest (16,753) Total $ 49,016 |
Impact of Recently Issued Accounting Pronouncements | (j) In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2019, the FASB issued ASU 2019-10, “ Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. ” ASU 2019-10 defers the effective date of credit loss standard ASU 2016-13 by two years for smaller reporting companies and permits early adoption. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company is evaluating the impact of the adoption of ASU 2016-13 on its financial statements, but does not expect such implementation to have a material impact. In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company adopted ASU 2019-12 on January 1, 2020, and adoption did not have a material impact on our consolidated financial statements and related disclosures. |
Redeemable noncontrolling interest | (k) Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital. |
Investments - Cost Method | (l) On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. On November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. Our MGM investment is included in other assets on the consolidated balance sheets and its income in the amount of approximately $1.5 million and $1.7 million, for the three months ended March 31, 2020 and 2019, respectively, is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review in the normal course. The Company reviewed the investment and concluded that no impairment to the carrying value was required. As of December 4, 2018, the Company’s interest in the MGM National Harbor Casino secures the MGM National Harbor Loan (as defined in Note 4 – Long-Term Debt.) |
Content Assets | (m) Our cable television segment has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to ten years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statement of operations as programming and technical expenses. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated advertising and affiliate revenues for the current period represent in relation to the estimated remaining total lifetime revenues as of the beginning of the current period. Management regularly reviews, and revises when necessary, its total revenue estimates, which may result in a change in the rate of amortization and/or a write-down of the asset to fair value Acquired program rights are recorded at the lower of unamortized cost or estimated net realizable value. Estimated net realizable values are based on the estimated revenues associated with the program materials and related expenses. The Company did not record any additional amortization expense as a result of evaluating its contracts for recoverability for the three months ended March 31, 2020 and 2019. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset. Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs. |
Derivatives | (n) The Company recognizes all derivatives at fair value on the consolidated balance sheets as either an asset or liability. 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. The Company accounts for the Employment Agreement Award as a derivative instrument in accordance with ASC 815, “Derivatives and Hedging.” The Company estimated the fair value of the award at March 31, 2020, and December 31, 2019, to be approximately $27.6 million and $27.0 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The expense associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was approximately $1.2 million and $1.9 million for the three months ended March 31, 2020, and 2019, respectively. The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and recurs only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. The CEO was fully vested in the award upon execution of the employment agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company’s Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. |
Related Party Transactions | (o) Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage ® (the “Fantastic Voyage ® ”), a fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreement under which the Fantastic Voyage ® operates provides that Reach Media provide all necessary operations of the cruise and that Reach Media will be reimbursed its expenditures and receive a fee plus a performance bonus. Distributions from operating revenues are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach’s expenditures, up to a $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating income to Reach, with the balance remaining with the Foundation. For years 2020 through 2022, $250,000 to the Foundation is guaranteed. Reach Media’s earnings for the Fantastic Voyage ® in any given year may not exceed $1.75 million. The Foundation’s remittances to Reach Media under the agreements are limited to its Fantastic Voyage ® related cash collections. Reach Media bears the risk should the Fantastic Voyage ® sustain a loss and bears all credit risk associated with the related passenger cruise package sales. The agreement between Reach and the Foundation automatically renews annually unless termination is mutually agreed or unless a party’s financial requirements are not met, in which case the party not in breach of their obligations has the right, but not the obligation, to terminate unilaterally. The COVID-19 outbreak has caused the postponement of our 2020 Fantastic Voyage cruise. As of March 31, 2020, and December 31, 2019, the Foundation owed Reach Media approximately $2.3 million and $24,000, respectively, under the agreements for the operation of the cruises. Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation. Such services are provided to the Foundation on a pass-through basis at cost. Additionally, from time to time, the Foundation reimburses Reach Media for expenditures paid on its behalf at Reach Media-related events. Under these arrangements, as of March 31, 2020, and December 31, 2019, the Foundation owed $19,000 and $32,000, respectively, to Reach Media. |
Going Concern Assessment | (p) As part of its internal control framework, the Company routinely performs a going concern assessment. The Company has concluded that it has sufficient capacity to meet its financing obligations, has additional capacity to access ABL Facility funds to finance working capital needs should the need arise, that cash flows from operations are sufficient to meet the liquidity needs, and is projecting compliance with all debt covenants through the one year period following the financial statement issuance date. Beginning in March 2020, the Company noted that the COVID-19 pandemic and the resulting government stay at home orders across the markets in which we operate were dramatically impacting certain of the Company's revenues. Most notably, a number of advertisers across significant advertising categories have reduced or ceased advertising spend due to the outbreak and stay at home orders which effectively shut many businesses down. This was particularly true within our radio segment which derives substantial revenue from local advertisers who have been particularly hard hit due to social distancing and government interventions. Further, the COVID-19 outbreak has caused the postponement of our 2020 Tom Joyner Foundation Fantastic Voyage cruise and impaired ticket sales and/or caused the postponement of other tent pole special events. We do not carry business interruption insurance to compensate us for losses that may occur as a result of any of these interruptions and continued impacts from the COVID-19 outbreak. Continued or future outbreaks and/or the speed at which businesses reopen in the markets in which we operate could have material impacts on our liquidity and/or operations including causing potential impairment of assets and of our financial results. Given the expected decreases in revenues caused by the COVID-19 pandemic, we assessed our operations considering a variety of factors, including but not limited to, media industry financial reforecasts for 2020, expected operating results, estimated net cash flows from operations, future obligations and liquidity, capital expenditure commitments and projected debt covenant compliance. If the Company were unable to meet its financial covenants, an event of default would occur and the Company's debt would have to be classified as current, which the Company would be unable to repay if lenders were to call the debt. We concluded that the potential that the Company could incur considerable decreases in operating profits and the resulting impact on the Company's ability to meet its debt service obligations and debt covenants were probable conditions giving rise to assess whether substantial doubt existed over the Company's ability to continue as a going concern. As a result, the Company performed a complete reforecast of its 2020 anticipated results extending through May 2021. In reforecasting its results, the Company considered the offsetting impact of certain of cost-cutting measures including furloughs, layoffs, salary reductions, eliminating travel and entertainment expenses, eliminating discretionary bonuses and merit raises, decreasing or deferring marketing spend, deferring programming/production costs, reducing special events costs, and implementing a hiring freeze on open positions. Out of an abundance of caution and to provide for further liquidity given the uncertainty around the pandemic, the Company drew approximately $27.5 million on its ABL Facility on March 19, 2020. As of March 31, 2020, that amount remained on the Company's balance sheet and together with other cash on hand improved our cash balance to approximately $66.4 million. On April 15, 2020, the Company paid interest expense of approximately $12.9 million on its 7.375% Senior Secured Notes, and as of May 22, 2020 our cash on hand balance is approximately $63.5 million. As a result of the cost reduction measures that the Company has taken in response to COVID-19 , the Company’s cash balance and considering certain remaining countermeasures the Company can implement in the event of further or continued downturn, the Company anticipates meeting its debt service requirements and is projecting compliance with all debt covenants through May 2021. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of net revenue (and sources) | Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Net Revenue: Radio Advertising $ 38,417 $ 42,374 Political Advertising 2,404 123 Digital Advertising 6,289 7,437 Cable Television Advertising 21,033 20,193 Cable Television Affiliate Fees 26,207 27,475 Event Revenues & Other 525 847 Net Revenue (as reported) $ 94,875 $ 98,449 |
Schedule of contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) | March 31, 2020 December 31, 2019 March 31, 2019 (Unaudited) (In thousands) (Unaudited) Contract assets: Unbilled receivables $ 5,799 $ 3,763 $ 6,529 Contract liabilities: Customer advances and unearned income $ 2,667 $ 3,048 $ 3,836 Unearned event income 11,194 6,645 8,201 |
Schedule of calculation of basic and diluted earnings per share from continuing operations | The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Numerator: Net loss attributable to common stockholders $ (23,187) $ (3,104) Denominator: Denominator for basic net loss per share - weighted-average outstanding shares 45,228,164 45,001,767 Effect of dilutive securities: Stock options and restricted stock — — Denominator for diluted net loss per share - weighted-average outstanding shares 45,228,164 45,001,767 Net loss attributable to common stockholders per share – basic and diluted $ (0.51) $ (0.07) All stock options and restricted stock awards were excluded from the diluted calculation for the three months ended March 31, 2020 and 2019, as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation. Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Stock options 4,173 3,549 Restricted stock awards 379 1,256 |
Schedule of fair values of our financial assets and liabilities measured at fair value on a recurring basis | Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of March 31, 2020 Liabilities subject to fair value measurement: Contingent consideration (a) $ 1,500 — — $ 1,500 Employment agreement award (b) 27,598 — — 27,598 Total $ 29,098 $ — $ — $ 29,098 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,292 $ — $ — $ 10,292 As of December 31, 2019 Liabilities subject to fair value measurement: Contingent consideration (a) $ 1,921 — — $ 1,921 Employment agreement award (b) 27,017 — — 27,017 Total $ 28,938 $ — $ — $ 28,938 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,564 $ — $ — $ 10,564 |
Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis | Employment Redeemable Contingent Agreement Noncontrolling Consideration Award Interests (In thousands) Balance at December 31, 2019 $ 1,921 $ 27,017 $ 10,564 Net income attributable to noncontrolling interests — — 129 Distribution (349) (632) — Dividends paid to noncontrolling interests — — (1,000) Change in fair value (72) 1,213 599 Balance at March 31, 2020 $ 1,500 $ 27,598 $ 10,292 The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date $ 72 $ (1,213) $ — |
Schedule of significant unobservable input value | As of As of December 31, Significant March 31, 2020 2019 Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Contingent consideration Monte Carlo Simulation Expected volatility 20.8 % 20.8 % Contingent consideration Monte Carlo Simulation Discount Rate 14.5 % 14.5 % Employment agreement award Discounted Cash Flow Discount Rate 10.0 % 10.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.0 % 2.0 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.0 % 11.0 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 1.0 % 1.0 % |
Schedule of the components of lease expense and the weighted average remaining lease term and the weighted average discount rate | The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases: Three Months Ended March 31, 2020 2019 (Unaudited) (Dollar In thousands) Operating Lease Cost (Cost resulting from lease payments) $ 3,151 $ 3,057 Variable Lease Cost (Cost excluded from lease payments) 40 103 Total Lease Cost $ 3,191 $ 3,160 Operating Lease - Operating Cash Flows (Fixed Payments) $ 3,406 $ 3,268 Operating Lease - Operating Cash Flows (Liability Reduction) $ 2,134 $ 1,897 Weighted Average Lease Term - Operating Leases 5.59 years 6.28 years Weighted Average Discount Rate - Operating Leases 11.00 % 11.00 % |
Schedule of maturities of lease liabilities | For the Year Ended December 31, (Dollars in thousands) For the remaining nine months ending December 31, 2020 $ 9,867 2021 12,664 2022 12,019 2023 10,391 2024 9,326 Thereafter 11,502 Total future lease payments 65,769 Imputed interest (16,753) Total $ 49,016 |
GOODWILL AND RADIO BROADCASTI_2
GOODWILL AND RADIO BROADCASTING LICENSES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
GOODWILL AND RADIO BROADCASTING LICENSES | |
Schedule Of Radio Broadcasting Licenses Impairment | Radio Broadcasting March 31, Licenses 2020 (a) Pre-tax impairment charge (in millions) $ 47.7 Discount Rate 9.5 % Year 1 Market Revenue Growth Rate Range (13.3) % Long-term Market Revenue Growth Rate Range (Years 6 – 10) 0.7% – 1.1 % Mature Market Share Range 6.9% – 25.0 % Operating Profit Margin Range 27.6% – 39.7 % (a) |
Schedule Of Goodwill Impairment Test Radio Market Unit | Goodwill (Radio Market March 31, Reporting Units) 2020 (a) Pre-tax impairment charge (in millions) $ 6.0 Discount Rate 9.5 % Year 1 Market Revenue Growth Rate Range (14.5)% – (12.9) % Long-term Market Revenue Growth Rate Range (Years 6 – 10) 0.9% – 1.1 % Mature Market Share Range 11.1% – 13.0 % Operating Profit Margin Range 29.4% – 39.0 % (a) |
Schedule Of Changes In Carrying Amount Of Goodwill | The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments. Radio Reach Cable Broadcasting Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Additions — — — — — Impairments (5,950) — — — (5,950) Accumulated impairment losses (101,848) (16,114) (20,345) — (138,307) Net goodwill at March 31, 2020 $ 47,202 $ 14,354 $ 7,222 $ 165,044 $ 233,822 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LONG-TERM DEBT | |
Schedule of long-term debt | March 31, 2020 December 31, 2019 (Unaudited) (In thousands) 2018 Credit Facility $ 155,197 $ 167,145 MGM National Harbor Loan 52,617 52,099 2017 Credit Facility 319,805 320,629 7.375% Senior Secured Notes 350,000 350,000 Asset-backed credit facility 27,500 — Total debt 905,119 889,873 Less: current portion of long-term debt 22,497 25,945 Less: original issue discount and issuance costs 12,610 13,620 Long-term debt, net $ 870,012 $ 850,308 |
Schedule of future scheduled minimum principal payments | 7.38% Senior Secured 2018 MGM 2017 Notes Credit National Asset-backed Credit due April Facility Harbor Loan Credit Facility Facility 2022 Total (In thousands) April - December 2020 $ 14,400 $ — $ — $ 2,473 $ — $ 16,873 2021 19,200 — 27,500 3,297 — 49,997 2022 121,597 52,617 — 3,297 350,000 527,511 2023 — — — 310,738 — 310,738 2024 — — — — — — 2025 and thereafter — — — — — — Total Debt $ 155,197 $ 52,617 $ 27,500 $ 319,805 $ 350,000 $ 905,119 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Term (In Intrinsic Options Exercise Price Years) Value Outstanding at December 31, 2019 4,197,000 $ 2.13 6.70 $ 255,000 Grants — $ — Exercised — $ — Forfeited/cancelled/expired/settled 24,000 $ 3.17 Balance as of March 31, 2020 4,173,000 $ 2.12 $ 14,458 Vested and expected to vest at March 31, 2020 4,170,000 $ 2.12 $ — Unvested at March 31, 2020 17,000 $ 1.90 $ — Exercisable at March 31, 2020 4,156,000 $ 2.12 $ 14,458 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Average Fair Value at Grant Shares Date Unvested at December 31, 2019 1,814,000 $ 2.14 Grants — $ — Vested (1,630,000) $ 2.14 Forfeited/cancelled/expired — $ — Unvested at March 31, 2020 184,000 $ 2.10 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
SEGMENT INFORMATION | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended March 31, 2020 2019 (Unaudited) (In thousands) Net Revenue: Radio Broadcasting $ 34,916 $ 36,749 Reach Media 6,689 6,973 Digital 6,289 7,437 Cable Television 47,497 47,823 Corporate/Eliminations* (516) (533) Consolidated $ 94,875 $ 98,449 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 26,391 $ 27,744 Reach Media 5,895 6,428 Digital 7,195 7,616 Cable Television 20,400 26,175 Corporate/Eliminations 6,083 7,416 Consolidated $ 65,964 $ 75,379 Depreciation and Amortization: Radio Broadcasting $ 741 $ 869 Reach Media 59 59 Digital 488 461 Cable Television 943 6,575 Corporate/Eliminations 317 310 Consolidated $ 2,548 $ 8,274 Impairment of Long-Lived Assets: Radio Broadcasting $ 53,650 $ — Reach Media — — Digital — — Cable Television — — Corporate/Eliminations — — Consolidated $ 53,650 $ — Operating (loss) income: Radio Broadcasting $ (45,866) $ 8,136 Reach Media 735 486 Digital (1,394) (640) Cable Television 26,154 15,073 Corporate/Eliminations (6,916) (8,259) Consolidated $ (27,287) $ 14,796 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (516) $ (533) Capital expenditures by segment are as follows: Radio Broadcasting $ 963 $ 221 Reach Media 57 19 Digital 197 318 Cable Television 41 96 Corporate/Eliminations 172 53 Consolidated $ 1,430 $ 707 March 31, 2020 December 31, 2019 (Unaudited) (In thousands) Total Assets: Radio Broadcasting $ 661,161 $ 721,295 Reach Media 42,416 41,892 Digital 19,905 22,223 Cable Television 394,958 388,465 Corporate/Eliminations 105,304 76,044 Consolidated $ 1,223,744 $ 1,249,919 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Operating lease interest expense | $ 1.4 | $ 1.4 | $ 1.3 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net Revenue | $ 94,875 | $ 98,449 |
Radio Advertising [Member] | ||
Net Revenue | 38,417 | 42,374 |
Political Advertising [Member] | ||
Net Revenue | 2,404 | 123 |
Digital Advertising [Member] | ||
Net Revenue | 6,289 | 7,437 |
Cable Television Advertising [Member] | ||
Net Revenue | 21,033 | 20,193 |
Cable Television Affiliate Fees [Member] | ||
Net Revenue | 26,207 | 27,475 |
Event Revenues & Other [Member] | ||
Net Revenue | $ 525 | $ 847 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contract assets and liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Contract assets: | |||
Unbilled receivables | $ 5,799 | $ 6,529 | $ 3,763 |
Contract liabilities: | |||
Customer advances and unearned income | 2,667 | 3,836 | 3,048 |
Unearned event income | $ 11,194 | $ 8,201 | $ 6,645 |
ORGANIZATION AND SUMMARY OF S_7
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
BASIC NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Net Income (Loss) Attributable to Parent | $ (23,187) | $ (3,104) |
Denominator: | ||
Weighted average shares outstanding - basic | 45,228,164 | 45,001,767 |
Effect of dilutive securities: | ||
Stock options and restricted stock | 0 | 0 |
Weighted average shares outstanding -diluted | 45,228,164 | 45,001,767 |
Net loss attributable to common stockholders per share - basic and diluted | $ (0.51) | $ (0.07) |
ORGANIZATION AND SUMMARY OF S_8
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted stock awards (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,173 | 3,549 |
Restricted stock awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 379 | 1,256 |
ORGANIZATION AND SUMMARY OF S_9
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Liabilities subject to fair value measurement: | ||
Contingent consideration | $ 1,500 | $ 1,921 |
Employment agreement award | 27,598 | 27,017 |
Total | 29,098 | 28,938 |
Mezzanine equity subject to fair value measurement: | ||
Redeemable noncontrolling interests | 10,292 | 10,564 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities subject to fair value measurement: | ||
Contingent consideration | 1,500 | 1,921 |
Employment agreement award | 27,598 | 27,017 |
Total | 29,098 | 28,938 |
Mezzanine equity subject to fair value measurement: | ||
Redeemable noncontrolling interests | $ 10,292 | $ 10,564 |
ORGANIZATION AND SUMMARY OF _10
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measured on recurring basis (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Contingent Consideration [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | $ 1,921 |
Net income attributable to noncontrolling interests | 0 |
Distribution | (349) |
Dividends paid to noncontrolling interests | 0 |
Change in fair value | (72) |
Balance, end of period | 1,500 |
The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date | 72 |
Employment Agreement Award [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | 27,017 |
Net income attributable to noncontrolling interests | 0 |
Distribution | (632) |
Dividends paid to noncontrolling interests | 0 |
Change in fair value | 1,213 |
Balance, end of period | 27,598 |
The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date | (1,213) |
Redeemable Noncontrolling Interest [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | 10,564 |
Net income attributable to noncontrolling interests | 129 |
Distribution | 0 |
Dividends paid to noncontrolling interests | (1,000) |
Change in fair value | 599 |
Balance, end of period | 10,292 |
The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date | $ 0 |
ORGANIZATION AND SUMMARY OF _11
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measurements on recurring and nonrecurring valuation techniques (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Contingent Consideration [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 20.80% | 20.80% |
Contingent Consideration [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 14.50% | 14.50% |
Employment Agreement Award [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 10.00% | 10.00% |
Employment Agreement Award [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 2.00% | 2.00% |
Redeemable Noncontrolling Interest [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 11.00% | 11.00% |
Redeemable Noncontrolling Interest [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 1.00% | 1.00% |
ORGANIZATION AND SUMMARY OF _12
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases | ||
Operating Lease Cost (Cost resulting from lease payments) | $ 3,151 | $ 3,057 |
Variable Lease Cost (Cost excluded from lease payments) | 40 | 103 |
Total Lease Cost | 3,191 | 3,160 |
Operating Lease - Operating Cash Flows (Fixed Payments) | 3,406 | 3,268 |
Operating Lease - Operating Cash Flows (Liability Reduction) | $ 2,134 | $ 1,897 |
Weighted Average Lease Term - Operating Leases | 5 years 7 months 2 days | 6 years 3 months 11 days |
Weighted Average Discount Rate - Operating Leases | 11.00% | 11.00% |
ORGANIZATION AND SUMMARY OF _13
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Maturities of lease (Details) $ in Thousands | Mar. 31, 2020USD ($) |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
For the remaining nine months ending December 31, 2020 | $ 9,867 |
2021 | 12,664 |
2022 | 12,019 |
2023 | 10,391 |
2024 | 9,326 |
Thereafter | 11,502 |
Total future lease payments | 65,769 |
Imputed interest | (16,753) |
Total | $ 49,016 |
ORGANIZATION AND SUMMARY OF _14
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | Apr. 15, 2020 | Jan. 01, 2019 | Jan. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 22, 2020 | Mar. 19, 2020 | Nov. 13, 2019 | Dec. 20, 2018 | Apr. 18, 2017 | Nov. 30, 2016 | Apr. 10, 2015 |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 94,875,000 | $ 98,449,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | |||||||||||||
Reassessed Estimated Fair Value of Award | 27,600,000 | $ 27,000,000 | ||||||||||||
Related Party Transaction, Due from (to) Related Party, Total | 2,300,000 | 24,000 | ||||||||||||
Due to Related Parties | 19,000 | 32,000 | ||||||||||||
Operating Income (Loss) | (27,287,000) | 14,796,000 | ||||||||||||
Operating Expenses, Total | 122,162,000 | 83,653,000 | ||||||||||||
Unearned Event Income | 11,194,000 | 8,201,000 | 6,645,000 | |||||||||||
Selling, General and Administrative Expense, Total | 29,463,000 | 33,678,000 | ||||||||||||
Impairment of Long-Lived Assets Held-for-use | 53,650,000 | 0 | ||||||||||||
Operating Lease, Right-of-Use Asset | 44,562,000 | $ 44,922,000 | ||||||||||||
Operating Lease, Liability | 49,016,000 | |||||||||||||
INTEREST EXPENSE | 19,138,000 | 20,830,000 | ||||||||||||
Accounting Standards Update 2016-02 [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Lease, Practical Expedients, Package [true false] | true | |||||||||||||
Operating Lease, Right-of-Use Asset | $ 49,800,000 | |||||||||||||
Operating Lease, Liability | 54,100,000 | |||||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 5,800,000 | |||||||||||||
Deferred Rent Credit | $ 4,300,000 | |||||||||||||
Subsequent events | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Cash balance | $ 63,500,000 | |||||||||||||
Barter Transactions [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 515,000 | 566,000 | ||||||||||||
Cost of Goods and Services Sold | 371,000 | 416,000 | ||||||||||||
Adjustment in Revenue | $ 2,000,000 | |||||||||||||
Marketing Services Fee Receivable | 2,000,000 | |||||||||||||
Selling, General and Administrative Expense, Total | 144,000 | 150,000 | ||||||||||||
Radio broadcasting and Reach Media segments [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Sales Commissions and Fees | 4,700,000 | 4,800,000 | ||||||||||||
Fantastic Voyage [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Operating Income Guarantee | $ 1,750,000 | |||||||||||||
Launch Support Assets [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Finite Lived Intangible Assets Weighted Average Amortization Period | 7 years 9 months 18 days | 7 years 9 months 18 days | ||||||||||||
Finite Lived Intangible Assets Remaining Weighted Average Amortization Period | 4 years 9 months 18 days | 5 years 1 month 6 days | ||||||||||||
Amortization of Intangible Assets | $ 105,000 | 105,000 | ||||||||||||
Selling, General and Administrative Expense, Total | 151,000 | 151,000 | ||||||||||||
Atlanta market and Indianapolis | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Impairment of Long-Lived Assets Held-for-use | 6,000,000 | |||||||||||||
Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia, Raleigh, Richmond and St. Louis market radio broadcasting licenses | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Impairment of Long-Lived Assets Held-for-use | 47,700,000 | |||||||||||||
Tom Joyner Foundation Inc [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Reimbursement Expenditure Guarantee | $ 1,000,000 | |||||||||||||
Percentage of Performance Bonus | 50.00% | |||||||||||||
Tom Joyner Foundation Inc [Member] | Fantastic Voyage [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Operating Income Guarantee | $ 250,000 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Percentage Of Award Amount | 4.00% | |||||||||||||
Senior Subordinated Notes due March 2022 [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | $ 350,000,000 | ||||||||||||
Debt Instrument, Fair Value Disclosure | $ 322,000,000 | 344,800,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | |||||||||||||
MGM National Harbor Loan [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Long-term Debt, Gross | $ 52,600,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||||||||
Debt Instrument, Face Amount | $ 50,000,000 | $ 50,000,000 | ||||||||||||
ABL Facility [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Long-term Debt, Gross | 27,500,000 | 0 | ||||||||||||
Debt Instrument, Fair Value Disclosure | 27,500,000 | |||||||||||||
Tv One Llc [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Sales Commissions and Fees | $ 3,700,000 | 3,700,000 | ||||||||||||
Reach Media Inc [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.00% | |||||||||||||
Customer Advances [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Unearned Event Income | $ 0 | 0 | ||||||||||||
Unearned Income [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 1,700,000 | 1,400,000 | ||||||||||||
2017 Credit Facility [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Long-term Debt, Gross | 319,800,000 | 320,600,000 | $ 350,000,000 | |||||||||||
Debt Instrument, Fair Value Disclosure | 229,200,000 | 309,100,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||||||||||
Debt Instrument, Face Amount | $ 350,000,000 | |||||||||||||
2018 Credit Facility [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Long-term Debt, Gross | 155,200,000 | 167,100,000 | ||||||||||||
Debt Instrument, Fair Value Disclosure | 158,300,000 | 170,500,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.875% | |||||||||||||
Debt Instrument, Face Amount | $ 192,000,000 | |||||||||||||
INTEREST EXPENSE | 1,100,000 | 943,000 | ||||||||||||
ABL Facility | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 37,500,000 | |||||||||||||
Amount drawn | $ 27,500,000 | |||||||||||||
Cash balance | 66,400,000 | |||||||||||||
ABL Facility | Subsequent events | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | |||||||||||||
INTEREST EXPENSE | $ 12,900,000 | |||||||||||||
Employment Agreement Award [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Selling General And Administrative Expense (Benefit) | 1,200,000 | 1,900,000 | ||||||||||||
MGM National Harbor [Member] | ||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||||||||||
Long-term Debt, Gross | 52,600,000 | 52,100,000 | ||||||||||||
Debt Instrument, Fair Value Disclosure | 58,900,000 | $ 58,400,000 | ||||||||||||
Investment Owned, at Cost | $ 35,000,000 | $ 5,000,000 | ||||||||||||
Other Income | $ 1,500,000 | $ 1,700,000 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Details) - USD ($) | Feb. 24, 2020 | Aug. 31, 2019 | May 02, 2017 | Jan. 30, 2017 | Jun. 30, 2017 |
ACQUISITIONS AND DISPOSITIONS | |||||
Proceeds from Divestiture of Businesses | $ 25,000,000 | ||||
Sale Leaseback Transaction, Net Proceeds, Investing Activities | $ 25,000,000 | ||||
Sale And Leaseback Transaction Gain | $ 22,500,000 | ||||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 14,400,000 | ||||
Sale Leaseback Transaction, Deferred Gain, Net | $ 8,100,000 | ||||
Detroit radio station [Member] | |||||
ACQUISITIONS AND DISPOSITIONS | |||||
Proceeds from Sale of Property Held-for-sale | $ 13,500,000 | ||||
WQMC-LD | |||||
ACQUISITIONS AND DISPOSITIONS | |||||
Business Combination, Consideration Transferred | $ 475,000 | ||||
Total consideration | $ 475,000 |
GOODWILL AND RADIO BROADCASTI_3
GOODWILL AND RADIO BROADCASTING LICENSES - Valuation of Broadcasting Licenses (Details) - Radio Broadcasting Licenses [Member] $ in Millions | Mar. 31, 2020USD ($) |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |
Impairment charge (in millions) | $ 47.7 |
Discount Rate | 9.50% |
Year 1 Market Revenue Growth Rate Range | (13.30%) |
Maximum [Member] | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 1.10% |
Mature Market Share Range | 25.00% |
Mature Operating Profit Margin Range | 39.70% |
Minimum [Member] | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 0.70% |
Mature Market Share Range | 6.90% |
Mature Operating Profit Margin Range | 27.60% |
GOODWILL AND RADIO BROADCASTI_4
GOODWILL AND RADIO BROADCASTING LICENSES - Goodwill Valuation Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | $ 378,079 | |
Accumulated impairment losses | (138,307) | |
Impairments | (5,950) | |
Net goodwill | 233,822 | $ 239,772 |
Radio Broadcasting Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 155,000 | |
Accumulated impairment losses | (101,848) | |
Impairments | (5,950) | |
Net goodwill | 47,202 | |
Reach Media Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 30,468 | |
Accumulated impairment losses | (16,114) | |
Net goodwill | 14,354 | |
Digital Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 27,567 | |
Accumulated impairment losses | (20,345) | |
Net goodwill | 7,222 | |
Cable Television Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 165,044 | |
Net goodwill | $ 165,044 |
GOODWILL AND RADIO BROADCASTI_5
GOODWILL AND RADIO BROADCASTING LICENSES - Radio Market Reporting Units (Details) - Radio Market Reporting Units [Member] $ in Millions | Mar. 31, 2020USD ($) |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |
Impairment charge (in millions) | $ 6 |
Discount Rate | 9.50% |
Minimum [Member] | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |
Year 1 Market Revenue Growth Rate Range | (14.50%) |
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 0.90% |
Mature Market Share Range | 11.10% |
Mature Operating Profit Margin Range | 29.40% |
Maximum [Member] | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |
Year 1 Market Revenue Growth Rate Range | (12.90%) |
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 1.10% |
Mature Market Share Range | 13.00% |
Mature Operating Profit Margin Range | 39.00% |
GOODWILL AND RADIO BROADCASTI_6
GOODWILL AND RADIO BROADCASTING LICENSES - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
GOODWILL AND RADIO BROADCASTING LICENSES | |
Goodwill, Impairment Loss | $ 5,950 |
Radio Broadcasting Licenses [Member] | |
GOODWILL AND RADIO BROADCASTING LICENSES | |
Impairment charge (in millions) | 47,700 |
Radio Market Reporting Units [Member] | |
GOODWILL AND RADIO BROADCASTING LICENSES | |
Impairment charge (in millions) | $ 6,000 |
LONG-TERM DEBT - Rollforward (D
LONG-TERM DEBT - Rollforward (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
LONG-TERM DEBT | ||
Total debt | $ 905,119 | $ 889,873 |
Less: current portion of long-term debt | 22,497 | 25,945 |
Less: original issue discount and issuance costs | 12,610 | 13,620 |
Long-term debt, net | 870,012 | 850,308 |
2017 Credit Facility [Member] | ||
LONG-TERM DEBT | ||
Total debt | 319,805 | 320,629 |
2018 Credit Facility [Member] | ||
LONG-TERM DEBT | ||
Total debt | 155,197 | 167,145 |
ABL Facility | ||
LONG-TERM DEBT | ||
Total debt | 27,500 | 0 |
7.375% Senior Secured Notes [Member] | ||
LONG-TERM DEBT | ||
Total debt | 350,000 | 350,000 |
MGM National Harbor Loan [Member] | ||
LONG-TERM DEBT | ||
Total debt | $ 52,617 | $ 52,099 |
LONG-TERM DEBT - Future Minimum
LONG-TERM DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
LONG-TERM DEBT | ||
April - December 2020 | $ 16,873 | |
2021 | 49,997 | |
2022 | 527,511 | |
2023 | 310,738 | |
Total Debt | 905,119 | $ 889,873 |
2018 Credit Facility [Member] | ||
LONG-TERM DEBT | ||
April - December 2020 | 14,400 | |
2021 | 19,200 | |
2022 | 121,597 | |
2023 | 0 | |
2024 | 0 | |
2024 and thereafter | 0 | |
Total Debt | 155,197 | |
MGM National Harbor Loan [Member] | ||
LONG-TERM DEBT | ||
April - December 2020 | 0 | |
2021 | 0 | |
2022 | 52,617 | |
2023 | 0 | |
2024 | 0 | |
2024 and thereafter | 0 | |
Total Debt | 52,617 | 52,099 |
ABL Facility | ||
LONG-TERM DEBT | ||
April - December 2020 | 0 | |
2021 | 27,500 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2024 and thereafter | 0 | |
Total Debt | 27,500 | |
2017 Credit Facility [Member] | ||
LONG-TERM DEBT | ||
April - December 2020 | 2,473 | |
2021 | 3,297 | |
2022 | 3,297 | |
2023 | 310,738 | |
2024 | 0 | |
2024 and thereafter | 0 | |
Total Debt | 319,805 | |
7.375% Senior Secured Notes [Member] | ||
LONG-TERM DEBT | ||
April - December 2020 | 0 | |
2021 | 0 | |
2022 | 350,000 | |
2023 | 0 | |
2024 | 0 | |
2024 and thereafter | 0 | |
Total Debt | $ 350,000 | $ 350,000 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) | Nov. 13, 2019 | Jan. 17, 2019 | Apr. 17, 2015 | Feb. 10, 2014 | Dec. 19, 2018 | Jun. 30, 2017 | Apr. 18, 2017 | Apr. 21, 2016 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 20, 2018 | Feb. 15, 2014 |
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | 9.25% | |||||||||||||||||
Debt Instrument, Interest Rate Terms | The 2017 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the 2022 Notes. The 2017 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company's interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00. | The 2018 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company's total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021 and 6.75 to 1.00 in 2022. | |||||||||||||||||
Interest Expense, Total | $ 19,138,000 | $ 20,830,000 | |||||||||||||||||
Repayments of Long Term Debt, Excess Cash Flow Payments | 3,800,000 | ||||||||||||||||||
Comcast Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 11,900,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.47% | ||||||||||||||||||
Senior Secured Notes Due 2022 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | $ 350,000,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | ||||||||||||||||||
9.25% Senior Subordinated Notes due February 2020 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | ||||||||||||||||||
Gain Losses on Extinguishment of Debt | $ 2,800,000 | ||||||||||||||||||
Debt Instrument, Repurchase Amount | $ 243,000,000 | $ 243,000,000 | |||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.88% | ||||||||||||||||||
Write off of Deferred Debt Issuance Cost | $ 649,000 | ||||||||||||||||||
Premium Paid to the Bondholders | $ 2,100,000 | ||||||||||||||||||
9.25% Senior Subordinated Notes due February 2020 [Member] | Private Offering [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term Debt, Gross | $ 335,000,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 15,500,000 | ||||||||||||||||||
Senior Subordinated Notes due April 2022 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Description | an original issue price of 100.0% plus accrued interest | The 2022 Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and will mature on April 15, 2022. | |||||||||||||||||
MGM National Harbor Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000,000 | $ 50,000,000 | |||||||||||||||||
Long-term Debt, Gross | $ 52,600,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 1,000,000 | ||||||||||||||||||
Long Term Debt Percentage Paid In Kind | 4.00% | ||||||||||||||||||
Debt Issuance Costs, Net | $ 1,700,000 | ||||||||||||||||||
ABL Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 37,500,000 | ||||||||||||||||||
Letters of Credit | 818,000 | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 25,000,000 | $ 25,000,000 | |||||||||||||||||
Percentage Borrowing Of Eligible Accounts | (85.00%) | ||||||||||||||||||
ABL Amendment | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 37,500,000 | ||||||||||||||||||
Period prior to the earlier to occur of the term loan maturity or stated maturity | 30 days | ||||||||||||||||||
Revolving Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Letters of Credit | $ 7,500,000 | ||||||||||||||||||
Letter of Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Borrowings outstanding | $ 27,500,000 | ||||||||||||||||||
2017 Credit Facility [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 350,000,000 | ||||||||||||||||||
Covenant Compliance Description For Maintaining Interest Coverage Ratio | maintaining an interest coverage ratio of no less than:1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. | ||||||||||||||||||
Covenant Compliance Description For Maintaining Total Leverage Ratio | maintaining a senior leverage ratio of no greater than:5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. | ||||||||||||||||||
Repayments of Long-term Debt, Total | $ 20,000,000 | $ 824,000 | 824,000 | ||||||||||||||||
Percentage of Outstanding Principal Amount | 0.25% | ||||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | 319,800,000 | $ 320,600,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||||||||||||||||||
Debt Instrument, Description | The 2017 Credit Facility matures on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company's 2022 Notes (as defined below). At the Company's election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1)% equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00)% and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.62% for 2020 and was 6.51% for 2019. | ||||||||||||||||||
2018 Credit Facility [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 192,000,000 | ||||||||||||||||||
Number of Days to Notify the Changes | 5 days | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage, If 50% of Term Repaid | 11.875% | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage, If 75% of Term Repaid | 10.875% | ||||||||||||||||||
Excess Cash Flows | 75.00% | ||||||||||||||||||
Percentage of Distributions | 100.00% | ||||||||||||||||||
Repayments of Long-term Debt, Total | 11,900,000 | 10,600,000 | |||||||||||||||||
Long-term Debt, Gross | $ 155,200,000 | $ 167,100,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.875% | 12.875% | |||||||||||||||||
Debt Instrument, Interest Rate Terms | Borrowings under the 2018 Credit Facility are subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company's total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company's existing credit facilities nor the trustee under the Company's existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfy the requirements of the definition of "Permitted Refinancing" (as defined in the agreements governing the Company's existing credit facilities) and neither of the administrative agents under the Company's existing credit facilities notifies the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). | ||||||||||||||||||
Interest Expense, Total | $ 1,100,000 | $ 943,000 | |||||||||||||||||
Debt Instrument Additional Interest Payment Term On Prepayment | The term loans could have been voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium.The Company is required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company is also required to use 75% of excess cash flow ("ECF payment") as defined in the 2018 Credit Facility, which exclude any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding terms loans at par. | ||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 3,800,000 | ||||||||||||||||||
2018 Credit Facility [Member] | Debt Financing Cost [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Issuance Costs, Net | $ 875,000 | ||||||||||||||||||
Senior Subordinated Notes Due From 2020 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 100.00% | 9.25% | ||||||||||||||||
Gain Losses on Extinguishment of Debt | $ 120,000 | $ 626,000 | $ 239,000 | ||||||||||||||||
Debt Instrument, Repurchase Amount | $ 14,000,000 | $ 5,000,000 | $ 11,000,000 | ||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | 95.125% | 97.25% | 97.375% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
INCOME TAXES | ||
Income Tax Expense (Benefit) | $ (21,855) | $ (1,311) |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | (44,913) | $ (4,290) |
Income tax benefit due to reduction in valuation allowance | $ 12,500 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock options (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
STOCKHOLDERS' EQUITY | ||||
Number of Options, Exercised | 15,000 | |||
Stock options [Member] | ||||
STOCKHOLDERS' EQUITY | ||||
Number of Options, Outstanding at Beginning of Year | 4,197,000 | |||
Number of Options, Grants | 0 | |||
Number of Options, Exercised | 0 | |||
Number of Option, Forfeited/cancelled/expired/settled | 24,000 | |||
Number of Options, Balance at End of Year | 4,173,000 | 4,197,000 | ||
Number of Options, Vested and expected to vest | 4,170,000 | |||
Number of Options, Unvested | 17,000 | |||
Number of Options, Exercisable | 4,156,000 | |||
Weighted-Average Exercise Price, Outstanding at Beginning of Year (in dollars per share) | $ 2.13 | |||
Weighted-Average Exercise Price, Grants (in dollars per share) | 0 | |||
Weighted-Average Exercise Price, Exercised (in dollars per share) | 0 | |||
Weighted-Average Exercise Price, Forfeited/cancelled/expired/settled (in dollars per share) | 3.17 | |||
Weighted-Average Exercise Price, Balance at End of Year (in dollars per share) | 2.12 | $ 2.13 | ||
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | 2.12 | |||
Weighted-Average Exercise Price, Unvested (in dollars per share) | 1.90 | |||
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ 2.12 | |||
Weighted-Average Remaining Contractual Term, Outstanding (in years) | 6 years 5 months 27 days | 6 years 8 months 12 days | ||
Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 6 years 5 months 27 days | |||
Weighted-Average Remaining Contractual Term, Unvested (in years) | 7 years 5 months 16 days | |||
Weighted-Average Remaining Contractual Term, Exercisable (in years) | 6 years 5 months 23 days | |||
Aggregate Intrinsic Value, Outstanding | $ 14,458 | $ 255,000 | ||
Aggregate Intrinsic Value, Vested and expected to vest | 0 | |||
Aggregate Intrinsic Value, Unvested | 0 | |||
Aggregate Intrinsic Value, Exercisable | $ 14,458 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted stock grants (Details) - Restricted stock awards [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
STOCKHOLDERS' EQUITY | |
Shares, Unvested at beginning of year | shares | 1,814,000 |
Shares, Grants | shares | 0 |
Shares, Vested | shares | (1,630,000) |
Shares, Forfeited/cancelled/expired | shares | 0 |
Shares, Unvested at end of year | shares | 184,000 |
Average Fair Value at Grant Date, Unvested at beginning of year (in dollars per share) | $ / shares | $ 2.14 |
Average Fair Value at Grant Date, Grants (in dollars per share) | $ / shares | 0 |
Average Fair Value at Grant Date, Vested (in dollars per share) | $ / shares | 2.14 |
Average Fair Value at Grant Date, Forfeited/cancelled/expired (in dollars per share) | $ / shares | 0 |
Average Fair Value at Grant Date, Unvested at end of year (in dollars per share) | $ / shares | $ 2.10 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | Jun. 12, 2019shares | Aug. 07, 2017shares | Aug. 07, 2017installmentshares | Oct. 30, 2017shares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 13, 2020USD ($) | May 21, 2019shares | Dec. 31, 2009shares |
STOCKHOLDERS' EQUITY | |||||||||
Stock Repurchased During Period, Value | $ | $ 1,014,000 | $ 2,448,000 | |||||||
Share-based Compensation, Total | $ | $ 393,000 | $ 511,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 804,876 | 839,530 | |||||||
Stock Repurchase Program, Authorized Amount | $ | $ 2,600,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award Options exercised Number of Shares | 0 | 15,000 | |||||||
Restricted stock awards [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ | $ 221,000 | ||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 8 months | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 780,239 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 8 months | ||||||||
Stock options [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 0 | ||||||||
Employee [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 470,000 | ||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ | $ 12,000 | ||||||||
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 7 months | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 575,262 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 1.54 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 470,000 | ||||||||
Number of Installments | installment | 3 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 7 months | ||||||||
Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | ||||||||
Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | ||||||||
Employee [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | ||||||||
Common Class D [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Stock Repurchased During Period, Shares | 369,000 | ||||||||
Stock Repurchased During Period, Value | $ | $ 755,000 | ||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 2.05 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 8,250,000 | ||||||||
Common Class D [Member] | Stock Plan 2009 [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,250,000 | ||||||||
Common Class D [Member] | Stock Vest Tax Repurchase [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Stock Repurchased During Period, Shares | 547,801 | 852,000 | |||||||
Stock Repurchased During Period, Value | $ | $ 1,000,000 | $ 1,600,000 | |||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 1.85 | $ 1.94 | |||||||
Common Class D [Member] | 2019 Equity and Performance Incentive Plan | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,048,462 | 5,500,000 | |||||||
Common Class D [Member] | Chief Financial Officer [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 99,846 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 224,654 | 270,833 | |||||||
Common Class D [Member] | Chief Financial Officer [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 120,370 | ||||||||
Common Class D [Member] | Chief Administrative Officer [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 195,242 | 37,500 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 37,500 | ||||||||
Common Class D [Member] | Chairperson [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 174,971 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 393,685 | 474,609 | |||||||
Common Class D [Member] | Chairperson [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 210,937 | ||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 86,774 | ||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 791,015 | ||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 291,619 | 351,562 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 656,142 | ||||||||
Class A Common Stock [Member] | |||||||||
STOCKHOLDERS' EQUITY | |||||||||
Stock Repurchased During Period, Shares | 22,380 | ||||||||
Stock Repurchased During Period, Value | $ | $ 50,000 | ||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 2.24 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | ||
SEGMENT INFORMATION | ||||
Net Revenue: | $ 94,875 | $ 98,449 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | $ 65,964 | 75,379 | ||
Number of reportable segments | segment | 4 | |||
Depreciation and Amortization: | $ 2,548 | 8,274 | ||
Impairment of Long-Lived Assets: | 53,650 | 0 | ||
Operating (loss) income: | (27,287) | 14,796 | ||
Capital expenditures by segment are as follows: | 1,430 | 707 | ||
Total Assets: | 1,223,744 | $ 1,249,919 | ||
Radio Broadcasting | ||||
SEGMENT INFORMATION | ||||
Net Revenue: | 34,916 | 36,749 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 26,391 | 27,744 | ||
Depreciation and Amortization: | 741 | 869 | ||
Impairment of Long-Lived Assets: | 53,650 | 0 | ||
Operating (loss) income: | (45,866) | 8,136 | ||
Capital expenditures by segment are as follows: | 963 | 221 | ||
Total Assets: | 661,161 | 721,295 | ||
Radio Broadcasting | Intersegment Eliminations [Member] | ||||
SEGMENT INFORMATION | ||||
Net Revenue: | (516) | (533) | ||
Reach Media | ||||
SEGMENT INFORMATION | ||||
Net Revenue: | 6,689 | 6,973 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 5,895 | 6,428 | ||
Depreciation and Amortization: | 59 | 59 | ||
Impairment of Long-Lived Assets: | 0 | 0 | ||
Operating (loss) income: | 735 | 486 | ||
Capital expenditures by segment are as follows: | 57 | 19 | ||
Total Assets: | 42,416 | 41,892 | ||
Digital | ||||
SEGMENT INFORMATION | ||||
Net Revenue: | 6,289 | 7,437 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 7,195 | 7,616 | ||
Depreciation and Amortization: | 488 | 461 | ||
Impairment of Long-Lived Assets: | 0 | 0 | ||
Operating (loss) income: | (1,394) | (640) | ||
Capital expenditures by segment are as follows: | 197 | 318 | ||
Total Assets: | 19,905 | 22,223 | ||
Cable Television | ||||
SEGMENT INFORMATION | ||||
Net Revenue: | 47,497 | 47,823 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 20,400 | 26,175 | ||
Depreciation and Amortization: | 943 | 6,575 | ||
Impairment of Long-Lived Assets: | 0 | 0 | ||
Operating (loss) income: | 26,154 | 15,073 | ||
Capital expenditures by segment are as follows: | 41 | 96 | ||
Total Assets: | 394,958 | 388,465 | ||
Corporate/Eliminations | ||||
SEGMENT INFORMATION | ||||
Net Revenue: | [1] | (516) | (533) | |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 6,083 | 7,416 | ||
Depreciation and Amortization: | 317 | 310 | ||
Impairment of Long-Lived Assets: | 0 | 0 | ||
Operating (loss) income: | (6,916) | (8,259) | ||
Capital expenditures by segment are as follows: | 172 | $ 53 | ||
Total Assets: | $ 105,304 | $ 76,044 | ||
[1] | Intercompany revenue included in net revenue above is as follows: |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2020USD ($) |
Standby Letters Of Credit [Member] | |
COMMITMENTS AND CONTINGENCIES | |
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability | $ 818,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Class D common stock - Subsequent events | Apr. 01, 2020USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Number of shares repurchased | shares | 150,000 |
Value for repurchase of shares | $ | $ 135,000 |
Average price | $ / shares | $ 0.90 |