Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) Organization 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 that is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of September 30, 2017, we owned and/or operated 56 broadcast stations located in 15 urban markets in the United States. While our primary source of revenue is the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate as 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 Effective May 5, 2017, the Company changed its corporate name from “Radio One, Inc.” to “Urban One, Inc.” to have a name more reflective of our multi-media business operations. Our core radio broadcasting franchise continues to operate under the brand “Radio One.” We also continue to retain 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) Interim Financial Statements 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. 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 2016 Annual Report on Form 10-K. (c) Financial Instruments Financial instruments as of September 30, 2017, and December 31, 2016, consisted of cash and cash equivalents, restricted cash, investments, trade accounts receivable, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of September 30, 2017, and December 31, 2016, except for the Company’s outstanding senior subordinated notes and secured notes. The 9.25 295.0 315.0 278.8 283.5 7.375 350.0 348.3 344.8 350.0 344.8 346.5 350.0 348.3 341.3 11.9 11.9 11.9 (d) Revenue Recognition Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising when a commercial is broadcast, and the revenue is reported net of agency and outside sales representative commissions, in accordance with Accounting Standards Codification (“ASC”) 605, “ Revenue Recognition 6.1 6.4 18.2 19.0 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 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 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. TV One derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. TV One also derives revenue from affiliate fees under the terms of various affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. For our cable television segment, agency and outside sales representative commissions were approximately $ 3.2 3.8 10.8 11.8 (e) Launch Support TV One has entered into certain affiliate agreements requiring various payments by TV One for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue. For the nine months ended September 30, 2017, TV One paid approximately $ 1.8 9.5 9.4 7.3 8.0 108,000 324,000 20,000 61,000 (f) Barter Transactions For barter transactions, the Company provides advertising time in exchange for programming content and certain services and accounts for these exchanges in accordance with ASC 605, “ Revenue Recognition 574,000 491,000 534,000 450,000 40,000 41,000 1.6 1.5 1.5 121,000 122,000 Earnings Per Share 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. Three Months Ended Nine Months Ended 2017 2016 2017 2016 (Unaudited) (In Thousands) Numerator: Net (loss) income attributable to common stockholders $ (7,886) $ (423) $ (9,397) $ 2,944 Denominator: Denominator for basic net (loss) income per share - weighted average outstanding shares 46,681,585 47,481,004 47,487,607 48,066,267 Effect of dilutive securities: Stock options and restricted stock 1,173,898 Denominator for diluted net (loss) income per share - weighted-average outstanding shares 46,681,585 47,481,004 47,487,607 49,240,165 Net (loss) income attributable to common stockholders per share basic $ (0.17) $ (0.01) $ (0.20) $ 0.06 Net (loss) income attributable to common stockholders per share diluted $ (0.17) $ (0.01) $ (0.20) $ 0.06 Three Months Ended Three Months Ended Nine Months Ended September 30, September 30, (Unaudited) (In Thousands) Stock options 4,767 3,700 4,767 Restricted stock awards 2,390 1,117 2,476 Fair Value Measurements 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.” 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 Level 2 Level 3 Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of September 30, 2017 Liabilities subject to fair value measurement: Contingent consideration (a) $ 2,058 $ 2,058 Employment agreement award (b) 29,236 29,236 Total $ 31,294 $ $ $ 31,294 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 9,871 $ $ $ 9,871 As of December 31, 2016 Liabilities subject to fair value measurement: Employment agreement award (b) $ 26,965 $ $ $ 26,965 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 12,410 $ $ $ 12,410 (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) Pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) became eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4 , (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 Contingent Employment Redeemable (In thousands) Balance at December 31, 2016 $ $ 26,965 $ 12,410 Net income attributable to noncontrolling interests 232 Variable consideration at acquisition date 2,205 Distribution (147) (1,604) Change in fair value 3,875 (2,771) Balance at September 30, 2017 $ 2,058 $ 29,236 $ 9,871 The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date $ $ (3,875) $ As of As of Level 3 liabilities Valuation Technique Significant Significant Unobservable Contingent consideration Monte Carlo Simulation Expected volatility 38.1 % N/A Contingent consideration Monte Carlo Simulation Discount Rate 16.0 % N/A Employment agreement award Discounted Cash Flow Discount Rate 11.0 % 11.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.5 % 2.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 10.5 % 10.5 % 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. The Company concluded these assets were not impaired during the nine months ended September 30, 2016, and, therefore, were reported at carrying value. The Company recorded an impairment charge of approximately $ 16.4 29.1 30, 2017, respectively, related to its Houston and Columbus radio broadcasting license (i) Impact of Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with In August 2014, the FASB issued ASU 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, “ Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 7.4 Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements 421,000 In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718) In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU 2016-18, “ Restricted Cash In January 2017, the FASB issued ASU 2017-04, “ Intangibles Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment (j) Redeemable noncontrolling interest 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. (k) Investments Cost Method On April 10, 2015, the Company made an initial minimum investment of $ 5 40 35 diversified (l) Content Assets TV One 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. 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). 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. 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 impairment or additional amortization expense as a result of evaluating its contracts for recoverability for the three and nine months ended September 30, 2017. In evaluating its contracts for recoverability for the three and nine months ended September 30, 2016, the Company recognized an impairment and recorded additional amortization expense of $ 0 1.9 Tax incentives state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs. (m) Derivatives 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.” 29.2 27.0 1.4 1.0 3.9 5.8 The Company’s obligation to pay the Employment Agreement Award was triggered after the Company’s recovery of the aggregate amount of its capital contribution in TV One before the buyout of its partner, 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. The Compensation Committee of the Board of Directors of the Company has 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. While a new Employment Agreement has not been executed as of the date of this report, the CEO is being compensated according to the new terms approved by the Compensation Committee. (n) Related Party Transactions Reach Media operates the Tom Joyner Fantastic Voyage, a fundraising event for the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The terms of the agreement are that Reach Media provides all necessary operations for the Fantastic Voyage, that the Foundation reimburse the Company for all related expenses, and that the Foundation pay a fee plus a performance bonus to Reach Media. The fee is up to the first $1.0 million after the Fantastic Voyage nets $250,000 to the Foundation. The balance of any operating income is earned by the Foundation less a performance bonus of 50% to Reach Media of any excess over $1.25 million. Reach Media’s earnings for the Fantastic Voyage may not exceed $ 1.7 973,000 426,000 Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation, and to Tom Joyner, LTD. (“Limited”), Tom Joyner’s production company. Such services are provided to the Foundation and to Limited on a pass-through basis at cost. Additionally, from time to time, the Foundation and Limited reimburse Reach Media for expenditures paid on their behalf at Reach Media related events. Under these arrangements, as of September 30, 2017, the Foundation and Limited owed $ 14,000 2,000 3,000 11,000 For the nine months ended September 30, 2017, Reach Media’s revenues, expenses, and operating income for the Fantastic Voyage were approximately $ 9.1 7.4 1.7 8.8 7.8 1.0 |