Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 21, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Entercom Communications Corp. | |
Entity Central Index Key | 1,067,837 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Well Known Seasoned Issuer | No | |
Trading Symbol | ETM | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 33,514,932 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 7,197,532 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets Abstract | ||
Cash | $ 4,702 | $ 46,843 |
Accounts receivable, net of allowance for doubtful accounts | 76,350 | 92,172 |
Prepaid expenses, deposits and other | 10,557 | 7,670 |
Total current assets | 91,609 | 146,685 |
Net property and equipment | 64,002 | 63,375 |
Radio broadcasting licenses | 811,131 | 823,195 |
Goodwill | 32,761 | 32,718 |
Deferred charges and other assets, net of accumulated amortization | 9,777 | 10,260 |
TOTAL ASSETS | 1,009,280 | 1,076,233 |
Liabilities Abstract | ||
Accounts payable | 152 | 481 |
Accrued expenses | 18,158 | 18,857 |
Accrued compensation and other current liabilities | 16,694 | 19,603 |
Financing method lease obligations, current portion | 0 | 0 |
Non-controlling interest - variable interest entity | 0 | 23,959 |
Long-term debt, current portion | 15,940 | 4,817 |
Total current liabilities | 50,944 | 67,717 |
Long-term debt, net of current portion | 442,055 | 467,651 |
Deferred tax liabilities | 75,937 | 92,898 |
Other long-term liabilities | 27,734 | 26,861 |
Total long-term liabilities | 545,726 | 587,410 |
Total liabilities | 596,670 | 655,127 |
CONTINGENCIES AND COMMITMENTS | ||
Perpetual Cumulative Convertible Preferred Stock | 27,732 | 27,732 |
SHAREHOLDERS' EQUITY: | ||
Preferred stock | 0 | 0 |
Common stock | 406 | 407 |
Additional paid-in capital | 601,861 | 605,603 |
Accumulated deficit | (217,389) | (212,636) |
Accumulated other comprehensive income (loss) | 0 | 0 |
Total shareholders' equity | 384,878 | 393,374 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,009,280 | 1,076,233 |
Common Class A [Member] | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 334 | 335 |
Common Class B [Member] | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 72 | 72 |
Common Class C Member | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||
Common Stock, Value | $ 406 | $ 407 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Value | 334 | 335 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Value | 72 | 72 |
Common Class C Member | ||
Class of Stock [Line Items] | ||
Common Stock, Value | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement Abstract | ||
NET REVENUES | $ 97,452 | $ 96,103 |
OPERATING EXPENSE: | ||
Station operating expenses, including non-cash compensation expense | 75,617 | 71,715 |
Depreciation and amortization expense | 2,647 | 2,447 |
Corporate general and administrative expenses, including non-cash compensation expense | 10,565 | 7,598 |
Impairment loss | 0 | 62 |
Merger and acquisition costs and restructuring charges | 10,271 | 0 |
Net time brokerage agreement (income) fees | 34 | 0 |
Net (gain) loss on sale or disposal of assets | 13,334 | (464) |
Total operating expense | 112,468 | 81,358 |
OPERATING INCOME (LOSS) | (15,016) | 14,745 |
OTHER (INCOME) EXPENSE: | ||
Net interest expense | 5,977 | 9,392 |
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) | (20,993) | 5,353 |
INCOME TAXES (BENEFIT) | (11,662) | 941 |
INCOME (LOSS) FROM CONTINUING OPERATIONS | (9,331) | 4,412 |
NET INCOME (LOSS) | (9,331) | 4,412 |
Preferred stock dividend | (550) | (413) |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | $ (9,881) | $ 3,999 |
NET INCOME (LOSS) PER SHARE - BASIC | ||
NET INCOME (LOSS) PER SHARE - BASIC | $ (0.25) | $ 0.1 |
NET INCOME (LOSS) PER SHARE - DILUTED | ||
NET INCOME (LOSS) PER SHARE - DILUTED | (0.25) | 0.1 |
DIVIDENDS DECLARED AND PAID PER COMMON SHARE | $ 0.075 | $ 0 |
WEIGHTED AVERAGE SHARES: | ||
Basic | 38,910,322 | 38,447,724 |
Diluted | 38,910,322 | 39,259,540 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] |
Opening Balance SHARES at Dec. 31, 2015 | 32,480,551 | 7,197,532 | |||
Compensation expense related to granting of restricted stock awards SHARES | 1,095,759 | 0 | |||
Issuance of common stock related to an incentive plan SHARES | 31,933 | 0 | |||
Exercise of stock options SHARES | 134,238 | 0 | |||
Purchase of vested employee restricted stock units SHARES | (232,297) | 0 | |||
Ending Balance SHARES at Dec. 31, 2016 | 33,510,184 | 7,197,532 | |||
Opening Balance VALUE at Dec. 31, 2015 | $ 361,450 | $ 325 | $ 72 | $ 611,754 | $ (250,701) |
Net income (loss) | 38,065 | 0 | 0 | 0 | 38,065 |
Compensation expense related to granting of restricted stock awards VALUE | 6,539 | 11 | 0 | 6,528 | 0 |
Issuance of common stock related to an incentive plan VALUE | 379 | 0 | 0 | 379 | 0 |
Purchase of vested employee restricted stock units | (2,268) | (2) | 0 | (2,266) | 0 |
Payments of dividends VALUE | (8,666) | 0 | 0 | (8,666) | 0 |
Exercise of stock options VALUE | 265 | 1 | 0 | 264 | 0 |
Preferred stock dividend | (1,788) | 0 | 0 | (1,788) | 0 |
AdjustmentsToAdditionalPaidInCapitalOther | (602) | 0 | 0 | (602) | 0 |
Ending Balance VALUE at Dec. 31, 2016 | $ 393,374 | $ 335 | $ 72 | 605,603 | (212,636) |
Compensation expense related to granting of stock options SHARES | 0 | ||||
Compensation expense related to granting of restricted stock awards SHARES | 26,193 | 0 | |||
Issuance of common stock related to an incentive plan SHARES | 14,873 | 0 | |||
Exercise of stock options SHARES | 4,000 | 4,000 | 0 | ||
Purchase of vested employee restricted stock units SHARES | (157,739) | 0 | |||
Ending Balance SHARES at Mar. 31, 2017 | 33,397,511 | 7,197,532 | |||
Net income (loss) | $ (9,331) | $ 0 | $ 0 | 0 | (9,331) |
Compensation expense related to granting of restricted stock awards VALUE | 1,593 | 0 | 0 | 1,593 | 0 |
Issuance of common stock related to an incentive plan VALUE | 181 | 0 | 0 | 181 | 0 |
Purchase of vested employee restricted stock units | (2,436) | (1) | 0 | (2,435) | 0 |
Payments of dividends VALUE | (3,014) | 0 | 0 | (3,014) | 0 |
Exercise of stock options VALUE | 5 | 0 | 0 | 5 | 0 |
Preferred stock dividend | (550) | 0 | 0 | (550) | 0 |
AdjustmentsToAdditionalPaidInCapitalOther | (56) | 0 | 0 | (56) | 0 |
Ending Balance VALUE at Mar. 31, 2017 | 384,878 | 334 | 72 | 601,861 | (217,389) |
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 5,112 | $ 0 | $ 0 | $ 534 | $ 4,578 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (9,331) | $ 4,412 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 2,647 | 2,447 |
Amortization of deferred financing costs | 586 | 778 |
Net deferred taxes (benefit) and other | (11,662) | 941 |
Provision for bad debts | 409 | 357 |
Net (gain) loss on sale or disposal of assets | 13,334 | (464) |
Non-cash stock-based compensation expense | 1,593 | 1,481 |
Deferred rent | (90) | 116 |
Deferred compensation | 990 | 348 |
Impairment loss | 0 | 62 |
Net accretion expense for asset retirement obligations | 10 | 3 |
Changes in assets and liabilities: | ||
Accounts receivable | 13,268 | 12,293 |
Prepaid expenses and deposits | (3,132) | (2,502) |
Accounts payable and accrued liabilities | (562) | (1,695) |
Accrued interest expense | (1,802) | 5,671 |
Accrued liabilities - long-term | (775) | (865) |
Prepaid expenses - long-term | 177 | 271 |
Net cash provided by (used in) operating activities | 5,660 | 23,654 |
INVESTING ACTIVITIES: | ||
Additions to property and equipment | (2,424) | (965) |
Proceeds from sale of property, equipment, intangibles and other assets | 15 | 3,800 |
Purchases of radio station assets | (24,000) | 0 |
Deferred charges and other assets | (271) | (147) |
CashAcquiredFromAcquisition | (302) | 0 |
Net cash provided by (used in) investing activities | (26,982) | 2,688 |
FINANCING ACTIVITIES: | ||
Proceeds from the financing method of lease obligations | 0 | 102 |
Payments of long-term debt | (37,005) | (20,836) |
Proceeds from issuance of employee stock plan | 181 | 0 |
Proceeds from the exercise of stock options | 5 | 3 |
Purchase of vested employee restricted stock units | (2,436) | (2,142) |
Payment of dividend equivalents on vested restricted stock units | (98) | (91) |
Payment of dividends on common stock | (2,916) | 0 |
Payments of dividends on preferred stock | (550) | (413) |
ProceedsFromShortTermDebt | 22,000 | 2,500 |
Net cash provided by (used in) financing activities | (20,819) | (20,877) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (42,141) | 5,465 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 46,843 | 9,169 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 4,702 | 14,634 |
Cash paid during the period for: | ||
Interest | 7,225 | 3,080 |
Income taxes | 55 | 140 |
Dividends on common stock | 2,916 | 0 |
Dividends on preferred stock | $ 550 | $ 413 |
BASIS OF PRESENTATION AND ORGAN
BASIS OF PRESENTATION AND ORGANIZATION (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements Abstract | |
Business Description And Basis Of Presentation Text Block | 1 . BASIS OF PRESENTATION AND SIGNIFICANT POLICIES The condensed consolidated interim unaudited financial statements included herein have been prepared by Entercom Communications Corp. and its subsidiaries (collectively, the “Company”) in accordance with: ( i ) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not i nclude all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and fi nancial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year. This Form 10-Q should be read in conjunction with the financial statements and related notes included in the Company’s audited financial statements as of and for the year ended December 31, 2016 , and filed with the SEC on February 28, 2017 , as part of the Company’s Annual Report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. On February 2, 2017 , the Company and its newly formed wholly owned subsidiary (“Merger Sub”) entered into an Agreement and Plan of Merger (the “CBS Radio Merger Agreement”) with CBS Corporation (“CBS”) and its wholly owned subsidiary CBS Radio, Inc. (“CBS Radio”). Pursuant to the CBS Radio Merger Agreement, Merger Sub will merge with and into CBS Radio with CBS Radio surviving as the Company’s wholly owned subsidiary (the “Merger”). The Merger is expected to be tax free to CBS and its shareholders, and will be effected thro ugh a stock for stock Reverse Morris Trust transaction. The Merger will make the Company a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 10 markets and 23 of the top 25 markets. The transactions contemplated by the CBS Radio Merger Agreement are subject to approval by the Company’s shareholders and customary regulatory approvals. Such approvals will require the divestiture of sta tions in certain markets due to FCC ownership limitations. T here have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s financial statements c ontained in its Form 10-K for the year ended December 31, 2016 , that was filed with the SEC on February 28, 2017 . Recent Accounting Pronouncements All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued, other than as noted below or those included in the notes to the Company’s financial statements contained in its Form 10-K for the year ended December 31, 2016 , that was filed with the SEC on February 28, 2017 , that might have a material imp act on the Company’s financial position, results of operations or cash flows. Definition of a Business In January 2017, the accounting guidance was amended to modify the definition of a business to assist entities with evaluating whether transactions sh ould be accounted for as acquisitions or disposals of assets or businesses. The guidance is effective for the Company as of January 1, 2018, under a prospective application method. The Company is currently in the process of reviewing the new guidance, bu t based upon its preliminary assessment, which is subject to change, the impact of this guidance should not be material to the Company’s financial position, results of operations or cash flows. The guidance could have an impact in a future period if the C ompany acquires or disposes of assets that meet the definition of a business under the amended guidance. Goodwill Impairment In January 2017, the accounting guidance was amended to modify the accounting for goodwill impairment by removing the second ste p of the goodwill impairment test. The guidance is effective for the Company as of January 1, 2020. The Company is currently in the process of reviewing the new guidance, but based upon its preliminary assessment, which is subject to change, the impact o f this guidance should not be material to the Company’s financial position, results of operations or cash flows. Cash Flow Classification In August 2016, the accounting guidance for classifying elements of cash flow was modified. The guidance is effect ive for the Company as of January 1, 2018, under a retrospective application method. Management does not believe the impact of this guidance will be material to the Company’s financial position, results of operations or cash flows. Stock-Based Compensation Modification In March 2016, the accounting guidance for stock-based compensation was modified primarily to: (1) record excess tax benefits or deficiencies on stock-based compensation in the statement of operations, regardless of w hether the tax benefits reduce taxes payable in the period; (2) allow an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation up to the maximum statutory tax rates in the applicable jurisdictions; and (3) allow ent ities to make an accounting policy election to either estimate the number of award forfeitures or to account for forfeitures when they occur . The guidance was effective for the Company on January 1, 2017. As of January 1, 2017, the Company recorded a cum ulative-effect adjustment to its accumulated deficit of $ 4.6 million on a modified retrospective transition basis. This adjustment was comprised of previously unrecognized excess tax benefits of $ 4.9 million as adjusted for the Company’s effective income tax rate , offset by a change to recogniz e stock-based compensation forfeitures when they occur of $ 0.3 million, net of tax. Leasing Transactions In February 2016, the accounting guidance was modified to require that all leases with a term of more than one year, covering leased assets such as real estate, broadcasting towers and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations cr eated by these leases. While the Company is currently reviewing the effects of this guidance, the Company believes that this would result in: (1) an increase in the assets and liabilities reflected on the Company’s consolidated balance sheets; and (2) an increase in the Company’s interest expense and depreciation and amortization expense and a decrease to the Company’s station operating expense reflected on its consolidated statements of operations. This guidance is effective for the Company as of January 1, 2019. Revenue Recognition In May 2014, the accounting guidance for revenue recognition was modified and subsequently updated several times with amendments. Along with these modifications, most industry-specific revenue guidance was eliminated, including a current broadcasting exemption for reporting revenue from network barter programming. The new guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosures including significant judgments and changes in judgments. The Company expects to adopt the new guidance ef fective on January 1, 2018, by applying the modified retrospective method at the date of the initial application by recording the cumulative effect on retained earnings as of the date of adoption. The Company has made progress toward completing its eval uation of the impact of the guidance to all of the Company’s revenue streams and expects to complete the contract evaluations during 2017, including an evaluation of the impact on its business processes, controls and systems. While the Company continues t o assess all potential impacts of the standard, it currently believes the most significant impact relates to its accounting for network barter programming, which should not have a material impact to the Company’s financial position, results of operations o r cash flows. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwil And Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets Disclosure Text Block | 2. INTANGIBLE ASSETS AND GOODWILL Goodwill and certain intangible assets are not amortized for book purposes. They may be, however, amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair val ue is less than the carrying value of goodwill and certain intangibles (such as broadcasting licenses), then a charge is recorded to the results of operations. There was no material change in the carrying value of broadcasting licenses or goodwill since the year ended December 31, 2016 , other than as described below. The Company recorded a $ 13.5 million loss in the first quarter of 2017 in net gain/los s on sale or disposal of assets as a result of the Company permanently discontinuing the operation of one of its stations and returning the station’s license to the FCC for cancellation, in order to facilitate the Merger. Additionally, the carryi ng value of the broadcasting licenses at December 31, 2016, included the broadcasting licenses of a consolidated Variable Interest Entity (“VIE”) of approximately $15.7 million. These consolidated assets and liabilities of the VIE related to a pending acq uisition of four radio stations in Charlotte, North Carolina. On October 17, 2016, the Company entered into an asset purchase agreement and a time brokerage agreement (“TBA”) to operate three of the four radio stations that were held in a trust (“Charlott e Trust”). As such, the amounts of the consolidated VIE at December 31, 2016, represented only the assets and liabilities of the three stations held in the Charlotte Trust. Upon the completion of this transaction on January 6, 2017, the Company deconsolidated the amount of broadcasting licenses attributable to the VIE and recorded broadcasting licenses of all four radio stations based upon the preliminary purchase price allocation. Refer to Note 9 , Business Combinations, for additional info rmation . Broadcasting Licenses Carrying Amount March 31, December 31, 2017 2016 (amounts in thousands) Beginning of period balance as of January 1, $ 823,195 $ 807,381 Disposition of FCC broadcasting license (13,500) - Consolidation (deconsolidation) of a VIE (15,738) 15,738 Acquisition of radio stations 17,174 - Acquisitions - other - 112 Disposition of radio stations previously reflected as held for sale - (36) Ending period balance $ 811,131 $ 823,195 Broadcasting Licenses Impairment Test The Company performs its annual broadcasting license impairment test during the second quarter of each year by evaluating its broadcasting licenses for impairment at the market level using the direct method . There were no events or circumstances since the Company’s prior year second quarter annual broadcasting licenses test that required the Company to re- test the carrying value of its broadcasting licenses. Goodwill Impairment Test The Company performs its annual goodwill impairment test during the second quarter of each year by assessing goodwill in each of the Company’s markets after determining that a radio market is a reporting unit. There were no events or circumstances since the Company’s prior year second quarter annual goodwill test that required the Company to re-test the carrying value of its goodwill. |
OTHER CURRENT LIABILITIES (Bloc
OTHER CURRENT LIABILITIES (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure Abstract | |
Accounts Payable Accrued Liabilities And Other Liabilities Disclosure Current Text Block | 3. OTHER CURRENT LIABILITIES O ther current liabilities consist of the following as of the periods indicated: Other Current Liabilities March 31, December 31, 2017 2016 (amounts in thousands) Accrued compensation $ 6,531 $ 8,059 Accounts receivable credits 3,988 3,571 Advertiser obligations 1,240 1,102 Accrued interest payable 1,785 3,587 Other 3,150 3,284 Total other current liabilities $ 16,694 $ 19,603 |
LONG-TERM DEBT (Block)
LONG-TERM DEBT (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure Text Block | 4. LONG-TERM DEBT (A) Senior Debt The Credit Facility On November 1, 2016 , the Company and its wholly owned subsidiary, Entercom Radio LLC, (“Radio”) entered into a $ 540 million credit agreement (the “Credit Facility”) with a syndicate of lenders that was initially comprised of: (a) a $ 60 million revolving credit facility (the “Revolver”) that matures on November 1, 2021; and (b) a $ 480 million term B loan (the “Term B Loan”) that matures on November 1, 2023. As of March 31, 2017 , the amount outstanding under the Term B Loan was $ 458.0 million and the amount outstanding under the Revolver was $ 7.0 milli on. The amount available under the Revolver, which includes the impact of the outstanding letters of credit, was $ 52.3 million as of March 31, 2017 . Long-term debt was comprised of the following as of March 31, 2017 : Long-Term Debt March 31, December 31, 2017 2016 (amounts in thousands) Credit Facility Revolver, due November 1, 2021 $ 7,000 $ - Term B Loan, due November 1, 2023 458,000 480,000 465,000 480,000 Other Debt Capital lease and other 83 87 Total debt before deferred financing costs 465,083 480,087 Current amount of long-term debt (15,940) (4,817) Deferred financing costs (excludes the revolving credit) (7,088) (7,619) Total long-term debt, net of current debt $ 442,055 $ 467,651 Outstanding standby letters of credit $ 670 $ 670 The Term B Loan requires mandatory prepayments equal to a percentage of Excess Cash Flow, which is defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. Beginning in 2018, the Excess Cash Flow payment will be due in the first quarter of each year, and is based on the Excess Cash Flow and Leverage Ratio for the prior year. The estimated Excess Cash Flow payment due in the first quarter of 2018 is included under the current portion of long-term d ebt, net of any prepayments made. As of March 31, 2017 , the Company’s Consolidated Leverage Ratio was 4.0 times versus a covenant limit of 5.0 times and the Consolidated Interest Coverage Ratio was 4.8 times versus a covenant minimum of 2.0 times . A s of March 31, 2017 , the Company was in compliance with all financial covenants and all other terms of the Credit Facility in all material respects . The Company’s ability to maintain compliance with its covenants under the Credit Facility is highly dependent on its results of operations. Management believes that over the next 12 months the Company can continue to maintain compliance. Management believes that cash on hand, cash from the Revolver and cash from operating activities, together with the p roceeds of the commitment financing described below , will be sufficient t o permit the Company to meet its liquidity requirements over the next 12 months, including its debt repayments. Failure to comply with the Company’s financial covenants or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in a default under the Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt could have a material adverse effect on its business. The Company may seek from time to time to a mend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on its debt. In connection with the CBS Radio Merger Agreement, CBS Radio entered into a commitment letter with a syndicate of lenders (the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide up to $ 500 million of senior secured term loans (the “CBS Radio Financing”) as an additional tranche under a credit agreement (the “CBS Radio Credit Agreement”) among CBS Radio, the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. The proceeds of this additional tranche will be used to: (1) refinance the Company’s Credit Facility; (2) redeem the Company’s Perpetual Cumulative Convertible Preferred Stock (“Preferred”) ; and (3) pay fees and expenses in connec tion with the refinancing. O n March 3, 2017, CBS Radio entered into an amendment to the CBS Radio Credit Agreement, to, among other things, create a tranche of Term B-1 Loans in an aggregate principal amount not to exceed $500 million. The Term B-1 Loans, which replace the commitment, are expected to be funded by the Commitment Parties on the closing date of the Merger, subject to customary conditions. The Term B-1 Loans will be governed by the CBS Radio Credit Agreement and will mature on the date that i s seven years after the closing date of the Merger. The Term B-1 Loans will require quarterly principal payments at an annual rate of 1 % of the initial principal amount of the Term B-1 Loans, beginning with the first full fiscal quarter ending after the cl osing of the Merger. The Term B-1 Loans are expected to bear interest at a per annum rate equal to LIBOR plus 2.75 %. Interest on the Term B-1 Loans will be payable at the end of each interest period, but in no event less frequently than quarterly. ( B ) Senior Unsecured Debt The Senior Notes As background, o n November 23, 2011 , the Company issued $ 220.0 million of 10.5 % unsecured Senior Notes due December 1, 2019 (the “Senior Notes”). The Company received net proceeds of $ 212.7 million, which include d a discount of $ 2.9 million , and incurred deferred financing costs of $ 6.1 million. These amounts were amortized over the term under the effective in terest rate method. Interest on the Senior Notes was payable semi-annually in arrears on June 1 and December 1 of each year . In 2016, the Company issued a call notice to redeem its Senior Notes in full with an effective date of December 1, 2016, that was funded by the proceeds of the Credit Facility . As a re sult of the full redemption of the Senior Notes with replacement debt at a lower interest rate , the net interest expense for the first quarter of 2017 was reduced and does not include amortization of original issue discount of senior notes. ( C ) Net Interest Expense The components of net interest expense are as follows: Net Interest Expense Three Months Ended March 31, 2017 2016 (amounts in thousands) Stated interest and other fees $ 5,414 $ 8,623 Amortization of deferred financing costs 586 687 Amortization of original issue discount of senior notes - 91 Interest income and other investment income (23) (9) Total net interest expense $ 5,977 $ 9,392 |
SHAREHOLDERS' EQUITY (Block)
SHAREHOLDERS' EQUITY (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders Equity Note Abstract | |
Stockholders Equity Note Disclosure Text Block | 10 . SHAREHOLDERS’ EQUITY Dividend Equivalents The Company’s grants of RSUs include the right, upon vesting, to receive a cash payment equal to the aggregate amount of dividends, if any, that holders would have received on the shares of common stock underlying their RSUs if such RSUs had been vested during the period. The fol lowing table presents the amounts accrued and unpaid on unvested RSUs: Dividend Equivalent Liabilities Balance Sheet March 31, December 31, Location 2017 2016 (amounts in thousands) Short-term Other current liabilities $ 155 $ 260 Long-term Other long-term liabilities 508 348 Total $ 663 $ 608 Employee Stock Purchase Plan The Company adopted the Entercom 2016 Employee Stock Purchase Plan (the “ESPP”) during the second quarter of 2016 that commenced with the third quarter of 2016. The ESPP allows participants to purchase the Company’s stock equal to 85 % of the market value of such shares on the purchase date. The maximum number of shares authorized to be issued under the ESPP is 1.0 million. Pursuant to this pl an, the Company does not record compensation expense to the employee as income subject to tax on the difference between the market value and the purchase price, as this plan was designed to meet the requirements of Section 423(b) of the Internal Revenue Co de. The Company recognizes the 15 % discount in the Company’s consolidated statements of operations as non-cash compensation expense. Three Months Ended March 31, 2017 2016 (amounts in thousands) Number of shares purchased 15 - Non-cash compensation expense recognized $ 32 $ - |
SHARE-BASED COMPENSATION (Block
SHARE-BASED COMPENSATION (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments Abstract | |
Disclosure Of Compensation Related Costs Share Based Payments Text Block | 6. SHARE-BASED COMPENSATION Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants. Restricted Stock Units (“RSUs”) Activity The following is a summary of the changes in RSUs under the Plan during the current period: Number Weighted Aggregate Of Weighted Average Intrinsic Restricted Average Remaining Value As Of Stock Purchase Contractual March 31, Period Ended Units Price Term (Years) 2017 RSUs outstanding as of: December 31, 2016 2,074,794 RSUs awarded 27,818 RSUs released (434,313) RSUs forfeited (1,625) RSUs outstanding as of: March 31, 2017 1,666,674 $ - 1.7 $ 23,833,438 RSUs vested and expected to vest as of: March 31, 2017 1,666,674 $ - 1.7 $ 23,134,454 RSUs exercisable (vested and deferred) as of: March 31, 2017 48,880 $ - - $ 698,984 Weighted average remaining recognition period in years 2.3 Unamortized compensation expense $ 11,504,932 RSUs With Service And Market Conditions T he Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (1) the Company’s stock achieves certain shareholder performance targets ov er a defined measurement period; and (2) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met, as all of the conditions ne ed to be satisfied. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one to three years. The following table presents the changes in outstanding RSUs with market conditions: Three Months Year Ended Ended March 31, December 31, 2017 2016 (amounts in thousands, except per share data) Reconciliation Of RSUs With Market Conditions Beginning of period balance 630 390 Number of RSUs granted - 470 Number of RSUs forfeited - - Number of RSUs vested (50) (230) End of period balance 580 630 Weighted average fair value of RSUs granted with market conditions $ - $ 7.34 The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ. The specific assumptions used for these valuations are as follows: Three Months Year Ended Ended March 31, December 31, 2017 2016 Expected Volatility Term Structure (1) 34% to 45% 35% to 45% Risk-Free Interest Rate (2) 0.1% to 1.1% 0.4% to 1.1% Annual Dividend Payment Per Share (Constant) (3) $ 0.30 $ 0.30 RSUs With Service And Performance Conditions In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plan, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets . If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed . The Company determines the requisite service period on a cas e-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability as sessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change. The following table reflects the activity of RSUs with service and performance condit ions: Three Months Year Ended Ended March 31, December 31, 2017 2016 (amounts in thousands, except per share data) Reconciliation Of RSUs With Service And Performance Conditions Beginning of period balance - 29 Number of RSUs granted - - Number of RSUs that did not meet criteria - (29) Number of RSUs vested - - Average fair value of RSUs granted with performance conditions $ - $ - As of March 31, 2017 , no non-cash compensation expense was recognized for RSUs with performance conditions . Option Activity The following table provides summary information related to the exercise of stock options: Three Months Ended March 31, Option Exercise Data 2017 2016 (amounts in thousands) Intrinsic value of options exercised $ 50 $ 25 Tax benefit from options exercised (1) $ 20 $ 10 Cash received from exercise price of options exercised $ 5 $ 3 The following table presents the option activity during the current period under the Plan: Weighted Intrinsic Weighted Average Value Average Remaining As Of Number Of Exercise Contractual March 31, Period Ended Options Price Term (Years) 2017 Options outstanding as of: December 31, 2016 329,562 $ 1.91 Options granted - - Options exercised (4,000) 1.34 Options forfeited - Options expired - Options outstanding as of: March 31, 2017 325,562 $ 1.92 1.8 $ 4,030,984 Options vested and expected to vest as of: March 31, 2017 325,562 $ 1.92 1.8 $ 4,030,984 Options vested and exercisable as of: March 31, 2017 325,562 $ 1.92 1.8 $ 4,030,984 Weighted average remaining recognition period in years - Unamortized compensation expense $ - The following table summarizes significant ranges of outstanding and exercisable options as of the current period: Options Outstanding Options Exercisable Number Of Weighted Number Of Options Average Weighted Options Weighted Range Of Outstanding Remaining Average Exercisable Average Exercise Prices March 31, Contractual Exercise March 31, Exercise From To 2017 Life Price 2017 Price $ 1.34 $ 1.34 300,562 1.9 $ 1.34 300,562 $ 1.34 $ 2.02 $ 11.78 25,000 1.4 $ 8.87 25,000 $ 8.87 $ 1.34 $ 11.78 325,562 1.8 $ 1.92 325,562 $ 1.92 Recognized Non-Cash Stock-Based Compensation Expense The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in our statement of operations: Three Months Ended March 31, 2017 2016 (amounts in thousands) Station operating expenses $ 204 $ 227 Corporate general and administrative expenses 1,389 1,254 Stock-based compensation expense included in operating expenses 1,593 1,481 Income tax benefit (1) 508 551 Net stock-based compensation expense $ 1,085 $ 930 |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share Abstract | |
Earnings Per Share Text Block | 5. NET INCOME (LOSS) PER COMMON SHARE The following table presents the computations of basic and diluted net income (loss) per share: Three Months Ended March 31, 2017 2016 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income (loss) available to the Company $ (9,331) $ 4,412 Preferred stock dividends 550 413 Net income (loss) available to common shareholders $ (9,881) $ 3,999 Denominator Basic weighted average shares outstanding 38,910 38,448 Basic net income (loss) per share available to common shareholders $ (0.25) $ 0.10 Diluted Income (Loss) Per Share Numerator Net income (loss) available to the Company $ (9,331) $ 4,412 Preferred stock dividends 550 413 Net income (loss) available to common shareholders $ (9,881) $ 3,999 Denominator Basic weighted average shares outstanding 38,910 38,448 Effect of RSUs and options under the treasury stock method - 812 Diluted weighted average shares outstanding 38,910 39,260 Diluted net income (loss) per share available to common shareholders $ (0.25) $ 0.10 Disclosure Of Anti-Dilutive Shares The following table presents those shares excluded as they were anti-dilutive: Three Months Ended March 31, Impact Of Equity Issuances 2017 2016 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options - 23 Price range of options: from $ - $ 10.62 Price range of options: to $ - $ 11.78 RSUs with service conditions - 5 RSUs excluded with service and market conditions as market conditions not met 267 185 RSUs excluded with service and performance conditions as performance conditions not met - 29 Perpetual cumulative convertible preferred stock treated as anti-dilutive under the as if method 1,953 1,916 Excluded shares as anti-dilutive when reporting a net loss 1,164 - |
INCOME TAXES (Block)
INCOME TAXES (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure Abstract | |
Income Tax Disclosure Text Block | 7. INCOME TAXES Tax Rate For The Three Months Ended March 31, 2017 The effective income tax rate was 55.6 % which was determined using a forecasted rate based upon taxable income for the year. The income tax rate is estimated to be higher than in previous years primarily due to the amount of merger and acquisition costs forecasted for 2017 as a result of the Merger, as most of these costs are not deductible for federal and state income tax purposes. As a result of adopting the amended accounting guidance for stock-based compensation on January 1, 2017, the Company recorded a discrete windfall income tax benefit of $ 0.8 mi llion from the vesting of stock-based awards with tax deductions in excess of the compensation expense recorded. Refer to Note 1 , Basis of Presentation and Significant Policies, for additional information . Tax Rate For The Three Months Ended March 31, 2016 The effective income tax rate was 17.6 %, which was impacted by discrete income tax benefits from recent legislation in certain single member states that allowed for: (1) the reversal of partial valuation allowances; and (2) a retroactive decrease in deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill. The income tax rate was also impacted by income tax expense from: (i) an increase in deferred tax liabilities associated wi th non-amortizable assets such as broadcasting licenses and goodwill; (ii) an adjustment for expenses that are not deductible for tax purposes; and (iii) a tax benefit shortfall associated with share-based awards. Net Deferred Tax Assets And Liabilities As of March 31, 2017 , and December 31, 2016 , net deferred tax liabilities were $ 75.9 million and $ 92.9 million, respectively. The income tax accounting process to determine the deferred tax liabilities involves estimating all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the period in which the diffe rences are expected to affect taxable income. The Company estimated the current exposure by assessing the temporary differences and computing the provision for income taxes by applying the estimated effective tax rate to income. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures Abstract | |
Fair Value Disclosures Text Block | 8. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Of Financial Instruments Subject To Fair Value Measurements Recurring Fair Value Measurements The following table set s forth the Company's financial assets and /or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. Fair Value Measurements At Reporting Date March 31, December 31, Description 2017 2016 (amounts in thousands) Liabilities Deferred compensation - Level 1 (1) $ 11,273 $ 10,875 (1) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. The def erred compensation plan liability is valued at Level 1 as it is based on quoted market prices of the underlying investments. Fair Value Of Financial Instruments Subject To Disclosures The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (1) cash and cash equivalents; (2) accounts receivable; and (3) accounts payable, including accrued liabilities. The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the periods indicated: March 31, December 31, 2017 2016 Carrying Fair Carrying Fair Value Value Value Value (amounts in thousands) Term B Loan (1) $ 458,000 $ 461,149 $ 480,000 $ 487,200 Revolver (2) $ 7,000 $ 7,000 $ - $ - Other debt (3) $ 83 $ 87 Letters of credit (4) $ 670 $ 670 The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company’s determination of the fair value of the Term B Loan w a s based on quoted prices for this instrument and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets . (2) The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on L IBOR rates that reset periodically. The Revolver is considered a Level 2 measureme nt as the pricing inputs are other than quoted prices in active markets . ( 3 ) The Company does not believe it is practicable to estimate the fair value of the other debt. ( 4 ) The Company does not believe it is practicable to estimate the fair value of the outstanding standby letter s of credit. |
ACQUISITIONS AND OTHER (Block)
ACQUISITIONS AND OTHER (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Mergers Acquisitions And Dispositions Disclosures Text Block | 9. BUSINESS COMBINATIONS The Company consummated acquisitions under the purchase method of accounting, and the purchase price was allocated to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed for book purposes and amortized for tax purposes. 2017 Charlotte Acquisition On January 6, 2017, the Company completed a transaction to acquire four radio stations in Charlotte, North Carolina, from Beasley Broadcast Group, Inc. (“Beasley”) for a purchase price of $ 24 million in cash . The Company used cash on hand to fund the acquisition. On October 17, 2016, the Company entered into an asset purchase agreement and a TBA with Beasley to operate three of the four radio stations that were held in the Charlotte Trust. On November 1, 2 016, the Company commenced operations of the radio stations held in the Charlotte Trust and began operating the fourth station upon closing on the acquisition with Beasley in January 2017 . During the period of the TBA , the Company included net revenues, station operating expenses and monthly TBA fees associated with operating these stations in the Company’s consolidated financial statements. The allocations presented in the table below are based upon management’s estimate of the fair values using valua tion techniques including income, cost and market approaches. In estimating the fair value of the acquired FCC broadcasting licenses , the fair value estimates are based on, but not limited to, expected future revenue and cash flows that assume an expected future growth rate of 1.0 % ; and an estimated discount rate of 9.0 %. The gross profit margins are similar to the ranges used in the Company’s second quarter 2016 annual license impairment testing. The Company determines the fa ir value of the broadcasting licenses by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. Any excess of the purchase price over the net assets acquired was reported as goodwill. The following preliminary purchase price allocations are based upon the valuation of assets and liabilities and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. These assets and liabilities pending finalization include intangible assets and liabilities. Differences between the preliminary and final valuation could be substantially different from the initial estimates. January 6, Useful Lives In Years Description 2017 From To (amounts in thousands) Assets Land $ 2,539 non-depreciating Buildings 217 15 25 Equipment 4,569 3 40 Total property plant and equipment 7,325 Deferred tax asset 287 life of underlying asset Radio broadcasting licenses and goodwill 17,384 non-amortizing Total assets 24,996 Liabilities Unfavorable lease liabilities 735 over remaining lease life Deferred tax liability 261 life of underlying liability Total liabilities 996 Net assets $ 24,000 2016 Disposition In March 2016, the Company sold certain assets of KRWZ AM in Denver, Colorado, for $ 3.8 million in cash. The Company believes that the sale of this station, with a marginal market share, did not alter the Company’s competitive position in the market. The Company reported a gain, net of expenses, of $ 0.3 million on the disposition of these assets . Merger And Acquisition Costs The Company records merger and acquisition costs whether or not an acquisition occurs. These costs consist primarily of legal, professional and advisory services as well as restructuring c osts (as identified below) related to the Company’s acquisitions in 2015. There were merger and acquisition costs incurred during the first quarter of 2017 primarily in connection with the announced CBS Merger. Three Months Ended March 31, 2017 2016 (amounts in thousands) Merger and acquisition costs $ 10,271 $ - The restructuring plan related to the Company’s acquisitions in 2015 included: (1) costs associated with exiting contractual vendor obligations as these obligations were duplicative; (2) a workforce reduction and realignment charges that included one-time termination benefits and related costs; and (3) lease abandonment costs. The lease abandonment costs are longer-term as the lease expires in June 2026. The estimated amount of unpaid restructuring charges as of March 31, 2017 , after excluding the lease abandonment liability as of March 31, 2017 , was included i n accrued expenses as most expenses are expected to be paid within one year. Three Months Year Ended Ended March 31, December 31, 2017 2016 (amounts in thousands) Restructuring charges, beginning balance $ 650 $ 1,686 Additions through accruals - - Deductions through payments (19) (1,036) Restructuring charges unpaid and outstanding 631 650 Less lease abandonment costs over a long-term period (557) (576) Short-term restructuring charges unpaid and outstanding $ 74 $ 74 Unaudited Pro Forma Summary Of Financial Information The following pro forma information presents the consolidated results of operations as if the 2017 acquisition in Charlotte, North Carolina, had occurred as of January 1, 2016 , after giving effect to certain adjustments, including : (1) depreciation and amortization of assets ; (2 ) change in the effective tax rate; (3) interest expense on any debt incurred ; and (4) merger and acquisition costs and restructuring charges. The pro forma information does not exclude the pro forma impact of any dispositions. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results w hich m ay occur in the future. Three Months Ended March 31, 2017 2016 (amounts in thousands, except per share data) Actual Pro Forma Net revenues $ 97,452 $ 100,007 Net income (loss) available to the Company $ (9,742) $ 3,033 Net income (loss) available to common shareholders $ (10,292) $ 2,620 Net income (loss) available to common shareholders per common share - basic $ (0.26) $ 0.07 Net income (loss) available to common shareholders per common share - diluted $ (0.26) $ 0.07 Weighted shares outstanding basic 38,910,322 38,477,724 Weighted shares outstanding diluted 38,910,322 39,259,540 Conversion of preferred stock for dilutive purposes |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure Abstract | |
Commitments And Contingencies Disclosure Text Block | 11 . CONTINGENCIES AND COMMITMENTS Contingencies If the CBS Radio Merger Agreement is terminated under certain circumstances , the Company will be required to pay CBS a termination fee of $ 30 million and the costs for the committed financing . The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters , will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on February 28, 2017 . |
SUBSEQUENT EVENTS (Block)
SUBSEQUENT EVENTS (Block) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events Abstract | |
Schedule Of Subsequent Events Text Block | 12 . SUBSEQUENT EVENTS Events occurring after March 31, 2017 , and through the date that these consolidated financial statements were issued were evaluated to ensure that any subsequent events that met the criteria for recognition have been included and are as follows : On April 12, 2017, the Company filed a Registration Statement with the SEC on Form S-4 relating to the Merger. This filing contains details relating to share distribution, amounts, terms, and other information relating to the Merger. On April 19, 2017, the Company filed a proxy statement relating to a special meeting of the shareholders in connection with the Merger. |
INTANGIBLE ASSETS AND GOODWIL19
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the changes in broadcasting license | Broadcasting Licenses Carrying Amount March 31, December 31, 2017 2016 (amounts in thousands) Beginning of period balance as of January 1, $ 823,195 $ 807,381 Disposition of FCC broadcasting license (13,500) - Consolidation (deconsolidation) of a VIE (15,738) 15,738 Acquisition of radio stations 17,174 - Acquisitions - other - 112 Disposition of radio stations previously reflected as held for sale - (36) Ending period balance $ 811,131 $ 823,195 |
OTHER CURRENT AND LONG-TERM LIA
OTHER CURRENT AND LONG-TERM LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure Abstract | |
Schedule of Accounts Payable and Accrued Liabilities | Other Current Liabilities March 31, December 31, 2017 2016 (amounts in thousands) Accrued compensation $ 6,531 $ 8,059 Accounts receivable credits 3,988 3,571 Advertiser obligations 1,240 1,102 Accrued interest payable 1,785 3,587 Other 3,150 3,284 Total other current liabilities $ 16,694 $ 19,603 |
LONG-TERM DEBT LIABILITIES (Tab
LONG-TERM DEBT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-Term Debt March 31, December 31, 2017 2016 (amounts in thousands) Credit Facility Revolver, due November 1, 2021 $ 7,000 $ - Term B Loan, due November 1, 2023 458,000 480,000 465,000 480,000 Other Debt Capital lease and other 83 87 Total debt before deferred financing costs 465,083 480,087 Current amount of long-term debt (15,940) (4,817) Deferred financing costs (excludes the revolving credit) (7,088) (7,619) Total long-term debt, net of current debt $ 442,055 $ 467,651 Outstanding standby letters of credit $ 670 $ 670 |
Schedule Of Net Interest Expense | Net Interest Expense Three Months Ended March 31, 2017 2016 (amounts in thousands) Stated interest and other fees $ 5,414 $ 8,623 Amortization of deferred financing costs 586 687 Amortization of original issue discount of senior notes - 91 Interest income and other investment income (23) (9) Total net interest expense $ 5,977 $ 9,392 |
SHAREHOLDER'S EQUITY (Tables)
SHAREHOLDER'S EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders Equity Note Abstract | |
Schedule of dividends payable on unvested restricted stock units | Dividend Equivalent Liabilities Balance Sheet March 31, December 31, Location 2017 2016 (amounts in thousands) Short-term Other current liabilities $ 155 $ 260 Long-term Other long-term liabilities 508 348 Total $ 663 $ 608 |
ESPP Shares Purchased and Non-Cash Comp Expense | Three Months Ended March 31, 2017 2016 (amounts in thousands) Number of shares purchased 15 - Non-cash compensation expense recognized $ 32 $ - |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments Abstract | |
Schedule Of Restricted Stock Units Market Based | Three Months Year Ended Ended March 31, December 31, 2017 2016 (amounts in thousands, except per share data) Reconciliation Of RSUs With Market Conditions Beginning of period balance 630 390 Number of RSUs granted - 470 Number of RSUs forfeited - - Number of RSUs vested (50) (230) End of period balance 580 630 Weighted average fair value of RSUs granted with market conditions $ - $ 7.34 |
Schedule Of Other Options Dislcosure | Three Months Ended March 31, Option Exercise Data 2017 2016 (amounts in thousands) Intrinsic value of options exercised $ 50 $ 25 Tax benefit from options exercised (1) $ 20 $ 10 Cash received from exercise price of options exercised $ 5 $ 3 |
Stock Option Valuation Assumptions | Three Months Year Ended Ended March 31, December 31, 2017 2016 Expected Volatility Term Structure (1) 34% to 45% 35% to 45% Risk-Free Interest Rate (2) 0.1% to 1.1% 0.4% to 1.1% Annual Dividend Payment Per Share (Constant) (3) $ 0.30 $ 0.30 |
Schedule Of significant ranges of outstanding and exercisable options | Options Outstanding Options Exercisable Number Of Weighted Number Of Options Average Weighted Options Weighted Range Of Outstanding Remaining Average Exercisable Average Exercise Prices March 31, Contractual Exercise March 31, Exercise From To 2017 Life Price 2017 Price $ 1.34 $ 1.34 300,562 1.9 $ 1.34 300,562 $ 1.34 $ 2.02 $ 11.78 25,000 1.4 $ 8.87 25,000 $ 8.87 $ 1.34 $ 11.78 325,562 1.8 $ 1.92 325,562 $ 1.92 |
Schedule of recognized stock-based compensation expense | Three Months Ended March 31, 2017 2016 (amounts in thousands) Station operating expenses $ 204 $ 227 Corporate general and administrative expenses 1,389 1,254 Stock-based compensation expense included in operating expenses 1,593 1,481 Income tax benefit (1) 508 551 Net stock-based compensation expense $ 1,085 $ 930 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest | Number Weighted Aggregate Of Weighted Average Intrinsic Restricted Average Remaining Value As Of Stock Purchase Contractual March 31, Period Ended Units Price Term (Years) 2017 RSUs outstanding as of: December 31, 2016 2,074,794 RSUs awarded 27,818 RSUs released (434,313) RSUs forfeited (1,625) RSUs outstanding as of: March 31, 2017 1,666,674 $ - 1.7 $ 23,833,438 RSUs vested and expected to vest as of: March 31, 2017 1,666,674 $ - 1.7 $ 23,134,454 RSUs exercisable (vested and deferred) as of: March 31, 2017 48,880 $ - - $ 698,984 Weighted average remaining recognition period in years 2.3 Unamortized compensation expense $ 11,504,932 |
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Outstanding | Weighted Intrinsic Weighted Average Value Average Remaining As Of Number Of Exercise Contractual March 31, Period Ended Options Price Term (Years) 2017 Options outstanding as of: December 31, 2016 329,562 $ 1.91 Options granted - - Options exercised (4,000) 1.34 Options forfeited - Options expired - Options outstanding as of: March 31, 2017 325,562 $ 1.92 1.8 $ 4,030,984 Options vested and expected to vest as of: March 31, 2017 325,562 $ 1.92 1.8 $ 4,030,984 Options vested and exercisable as of: March 31, 2017 325,562 $ 1.92 1.8 $ 4,030,984 Weighted average remaining recognition period in years - Unamortized compensation expense $ - |
Schedule Of Restricted Stock Units Performance Based [Text Block] | Three Months Year Ended Ended March 31, December 31, 2017 2016 (amounts in thousands, except per share data) Reconciliation Of RSUs With Service And Performance Conditions Beginning of period balance - 29 Number of RSUs granted - - Number of RSUs that did not meet criteria - (29) Number of RSUs vested - - Average fair value of RSUs granted with performance conditions $ - $ - |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | |
Schedule of Earnings Per Share Reconciliation [Table Text Block] | Three Months Ended March 31, 2017 2016 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income (loss) available to the Company $ (9,331) $ 4,412 Preferred stock dividends 550 413 Net income (loss) available to common shareholders $ (9,881) $ 3,999 Denominator Basic weighted average shares outstanding 38,910 38,448 Basic net income (loss) per share available to common shareholders $ (0.25) $ 0.10 Diluted Income (Loss) Per Share Numerator Net income (loss) available to the Company $ (9,331) $ 4,412 Preferred stock dividends 550 413 Net income (loss) available to common shareholders $ (9,881) $ 3,999 Denominator Basic weighted average shares outstanding 38,910 38,448 Effect of RSUs and options under the treasury stock method - 812 Diluted weighted average shares outstanding 38,910 39,260 Diluted net income (loss) per share available to common shareholders $ (0.25) $ 0.10 |
Equity Award Impact Schedule | Three Months Ended March 31, Impact Of Equity Issuances 2017 2016 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options - 23 Price range of options: from $ - $ 10.62 Price range of options: to $ - $ 11.78 RSUs with service conditions - 5 RSUs excluded with service and market conditions as market conditions not met 267 185 RSUs excluded with service and performance conditions as performance conditions not met - 29 Perpetual cumulative convertible preferred stock treated as anti-dilutive under the as if method 1,953 1,916 Excluded shares as anti-dilutive when reporting a net loss 1,164 - |
FAIR VALUE OF FINANCIAL INSTR25
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures Abstract | |
Schedule of recurring fair value measurements | Fair Value Measurements At Reporting Date March 31, December 31, Description 2017 2016 (amounts in thousands) Liabilities Deferred compensation - Level 1 (1) $ 11,273 $ 10,875 |
Schedule Of Carrying Value Of Financial Instruments | March 31, December 31, 2017 2016 Carrying Fair Carrying Fair Value Value Value Value (amounts in thousands) Term B Loan (1) $ 458,000 $ 461,149 $ 480,000 $ 487,200 Revolver (2) $ 7,000 $ 7,000 $ - $ - Other debt (3) $ 83 $ 87 Letters of credit (4) $ 670 $ 670 |
ACQUISITIONS, DIVESTITURES AND
ACQUISITIONS, DIVESTITURES AND PRO FORMA SUMMARY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of merger and acquisition costs | Three Months Ended March 31, 2017 2016 (amounts in thousands) Merger and acquisition costs $ 10,271 $ - |
Schedule of unaudited pro forma summary of financial information | Three Months Ended March 31, 2017 2016 (amounts in thousands, except per share data) Actual Pro Forma Net revenues $ 97,452 $ 100,007 Net income (loss) available to the Company $ (9,742) $ 3,033 Net income (loss) available to common shareholders $ (10,292) $ 2,620 Net income (loss) available to common shareholders per common share - basic $ (0.26) $ 0.07 Net income (loss) available to common shareholders per common share - diluted $ (0.26) $ 0.07 Weighted shares outstanding basic 38,910,322 38,477,724 Weighted shares outstanding diluted 38,910,322 39,259,540 Conversion of preferred stock for dilutive purposes |
ScheduleOfRestructuringReserveByTypeOfCostTextBlock | Three Months Year Ended Ended March 31, December 31, 2017 2016 (amounts in thousands) Restructuring charges, beginning balance $ 650 $ 1,686 Additions through accruals - - Deductions through payments (19) (1,036) Restructuring charges unpaid and outstanding 631 650 Less lease abandonment costs over a long-term period (557) (576) Short-term restructuring charges unpaid and outstanding $ 74 $ 74 |
Charlotte [Member] | |
Acquisition [Line Items] | |
Schedule Of Acquisition Valuation [Table Text Block] | January 6, Useful Lives In Years Description 2017 From To (amounts in thousands) Assets Land $ 2,539 non-depreciating Buildings 217 15 25 Equipment 4,569 3 40 Total property plant and equipment 7,325 Deferred tax asset 287 life of underlying asset Radio broadcasting licenses and goodwill 17,384 non-amortizing Total assets 24,996 Liabilities Unfavorable lease liabilities 735 over remaining lease life Deferred tax liability 261 life of underlying liability Total liabilities 996 Net assets $ 24,000 |
BASIS OF PRESENTATION AND ORG27
BASIS OF PRESENTATION AND ORGANIZATION (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Organization Consolidation And Presentation Of Financial Statements Abstract | |
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 5,112 |
NewAccountingPronouncementOrChangeInAccountingPrincipleRetrospectiveAdjustmentsAbstract | |
Cumulative Effect Adj- Modified Retrospective - Gross Impact on Accum Deficit | 4,900 |
Cumulative Effect Adj - Modified Retrospective - Net Impact on Accumulated Deficit | 4,600 |
Cumulative Effect Adj - Modified Retrospective - Tax Impact on Accum Deficit | $ 300 |
INTANGIBLE ASSETS AND GOODWIL28
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Changes in broadcasting licenses [Line Items] | ||
Beginning of period balance | $ 823,195 | $ 807,381 |
Consolidation of a VIE | (15,738) | 15,738 |
Impairment loss | (13,500) | 0 |
Acquisition of radio stations | 17,174 | 0 |
Assets held for sale | 0 | 0 |
Deconsolidation of a subsidiary | 0 | (36) |
Acquisition - other | 0 | 112 |
Dispositions | 0 | 0 |
Indefinitelived Intangible Assets Acquired Through Exchange | 0 | 0 |
Ending period balance | 811,131 | 823,195 |
Changes in goodwill [Roll Forward] | ||
Beginning balance after cumulative loss on impairment | 32,718 | |
Ending balance | $ 32,761 | $ 32,718 |
OTHER CURRENT AND LONG-TERM L29
OTHER CURRENT AND LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 6,531 | $ 8,059 |
Accounts receivable credits | 3,988 | 3,571 |
Advertiser obligations | 1,240 | 1,102 |
Accrued interest payable | 1,785 | 3,587 |
Other | 3,150 | 3,284 |
Total other current liabilities | $ 16,694 | $ 19,603 |
LONG-TERM DEBT LIABILITIES (Det
LONG-TERM DEBT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 01, 2016 |
Debt Instrument [Line Items] | |||
New Credit Facility | $ 458,000 | $ 540,000 | |
Total | 465,083 | $ 480,087 | |
Current amount of long-term debt | (15,940) | (4,817) | |
Total long-term debt | 442,055 | 467,651 | |
Outstanding standby letter of credit | 670 | 670 | |
Capital Lease Obligations | |||
Debt Instrument [Line Items] | |||
Other | 83 | 87 | |
Total Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
New Credit Facility | 465,000 | 480,000 | |
Deferred Financing Costs [Member] | |||
Debt Instrument [Line Items] | |||
Total | (7,088) | (7,619) | |
New Revolver due November 1, 2021 | |||
Debt Instrument [Line Items] | |||
New Credit Facility | 7,000 | 0 | 60,000 |
New Term B Loan due November 1, 2023 | |||
Debt Instrument [Line Items] | |||
New Credit Facility | $ 458,000 | $ 480,000 | $ 480,000 |
LONG-TERM DEBT LIABILITIES - Se
LONG-TERM DEBT LIABILITIES - Senior Debt (Details) $ in Millions | Mar. 31, 2017USD ($) | Nov. 01, 2016USD ($) |
Debt Instrument [Line Items] | ||
Undrawn amount of the Revolver | $ 52.3 | |
Consolidated Leverage Ratio | 4 | |
Consolidated Interest Coverage Ratio | 4.8 | |
New Credit Facility, Amount Outstanding | $ 458 | $ 540 |
Additional Tranche - CBS Radio Facility | $ 500 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Consolidated Interest Coverage Ratio | 2 | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Consolidated Leverage Ratio | 5 | |
AdditionalTrancheCbsRadioFacility [Member] | ||
Debt Instrument [Line Items] | ||
Mandatory Prepayment Percentage | 1.00% | |
AdditionalTrancheCbsRadioFacility [Member] | Libor Rate Plus | ||
Debt Instrument [Line Items] | ||
Variable rate plus fees | 2.75% |
LONG-TERM DEBT LIABILITIES - 32
LONG-TERM DEBT LIABILITIES - Senior Unsecured Debt (Details) - Senior Unsecured Debt $ in Millions | 12 Months Ended |
Dec. 31, 2011USD ($) | |
Debt Instrument [Line Items] | |
Senior Notes | $ 220 |
Net Proceeds | 212.7 |
Debt Instrument Original Issue Discount | 2.9 |
Deferred Finance Costs, Current, Net | $ 6.1 |
Debt Instrument, Interest Rate, Stated Percentage | 10.50% |
LONG-TERM DEBT LIABILITIES - De
LONG-TERM DEBT LIABILITIES - Debt Extinguishment and Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net Interest Expense | ||
Interest expense | $ 5,414 | $ 8,623 |
Amortization of deferred financing costs | 586 | 687 |
Amortization of original issue discount of senior notes | 0 | 91 |
Interest income and other investment income | (23) | (9) |
Total net interest expense | $ 5,977 | $ 9,392 |
LONG-TERM DEBT LIABILITIES - Ma
LONG-TERM DEBT LIABILITIES - Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Aggregate Principal Maturities [Line Items] | ||
Total | $ 465,083 | $ 480,087 |
SHAREHOLDER'S EQUITY (Details)
SHAREHOLDER'S EQUITY (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Dividends And Shares Activitiy [Line Items] | |||
Dvidend Equivalent liability - short term | $ 155 | $ 260 | |
Dvidend Equivalent liability - long term | 508 | 348 | |
Total Dividend Equivalent Liability | 663 | 608 | |
Dividend payments | 2,916 | $ 0 | |
Amount recorded as financing activity | (2,436) | (2,142) | (2,268) |
Dividends paid on preferred stock | $ 550 | 1,788 | |
Employee stock purchase plan, authorized shares | 1,000 | ||
Stock Issued During Period Value Employee Stock Purchase Plan | $ 181 | $ 379 | |
Total Non cash compensation expense recognized | $ 1,085 | 930 | |
Espp Shares Market Value | 85.00% | ||
Espp Share Discount | 15.00% | ||
PaymentsOfDividendsAbstract | |||
Payments of Dividends, Common Stock | $ 2,916 | 0 | |
PaymentsOfDividendsPreferredStockAndPreferenceStock | $ 550 | $ 413 | |
ESPP [Member] | |||
Dividends And Shares Activitiy [Line Items] | |||
Stock Issued During Period Shares Employee Stock Purchase Plans | 15 | 0 | |
Total Non cash compensation expense recognized | $ 32 | $ 0 |
SHARE-BASED COMPENSATION - Equi
SHARE-BASED COMPENSATION - Equity Compensation Plan and RSU Acitivity (Details) | 3 Months Ended |
Mar. 31, 2017shares | |
Restricted Stock Unit Activity [Abstract] | |
RSUs issued | 27,818 |
RSUs forfeited | (1,625) |
RSUs vested and released | 434,313 |
SHARE-BASED COMPENSATION - RSU
SHARE-BASED COMPENSATION - RSU Activity - Summary of Change (Details) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Number of Restricted Stock Units [Roll Forward] | |
RSUs beginning | 2,074,794 |
RSUs awarded | 27,818 |
RSUs released | (434,313) |
RSUs forfeited | (1,625) |
RSUs ending | 1,666,674 |
Weighted Average Purchase Price RSUs | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years) RSUs | 1 year 8 months 12 days |
Aggregate Intrinsic Value RSUs | $ | $ 23,833,438 |
Number of RSUs vested and expected to vest | 1,666,674 |
Weighted Average Purchase Price of RSUs vested and expected to vest | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years) of RUSs vested and expected to vest | 1 year 8 months 12 days |
Aggregate Intrinsic Value RSUs vested and expected to vest | $ | $ 23,134,454 |
Number of RSUs exercisable | 48,880 |
Weighted Average Purchase Price of RUSs exercisable | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years) of RUSs exercisable | 0 years |
Aggregate Intrinsic Value RSUs exercisable | $ | $ 698,984 |
Weighted average remaining recognition period in years | 2 years 3 months 18 days |
Unamortized compensation expense, net of estimated forfeitures | $ | $ 11,504,932 |
SHARE-BASED COMPENSATION - RSUs
SHARE-BASED COMPENSATION - RSUs with Market Conditions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items] | ||
RSUs issued | 27,818 | |
Reconciliation Of RSUs With Market Conditions [Abstract] | ||
RSUs beginning | 2,074,794 | |
Number of RSUs granted | 27,818 | |
Number of RSUs forfeited | (1,625) | |
Number of RSUs vested | (434,313) | |
RSUs ending | 1,666,674 | 2,074,794 |
Net RSUs increase (decrease) to APIC | $ 1,593 | $ 6,539 |
Restricted Stock Units With Market Conditions [Member] | ||
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items] | ||
RSUs issued | 0 | 470,000 |
Reconciliation Of RSUs With Market Conditions [Abstract] | ||
RSUs beginning | 630,000 | 390,000 |
Number of RSUs granted | 0 | 470,000 |
Number of RSUs forfeited | 0 | 0 |
Number of RSUs vested | (50,000) | (230,000) |
RSUs ending | 580,000 | 630,000 |
Fair value of each RSU issued with market conditions | $ 0 | $ 7.34 |
Restricted Stock Units With Market Conditions [Member] | Maximum [Member] | ||
Reconciliation Of RSUs With Market Conditions [Abstract] | ||
RSUs beginning | 0 | |
RSUs ending | 0 | |
Restricted Stock Units With Performance Conditions [Member] | ||
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items] | ||
RSUs issued | 0 | 0 |
Reconciliation Of RSUs With Market Conditions [Abstract] | ||
RSUs beginning | 0 | 29,000 |
Number of RSUs granted | 0 | 0 |
Number of RSUs forfeited | 0 | (29,000) |
Number of RSUs vested | 0 | 0 |
RSUs ending | 0 | 0 |
Fair value of each RSU issued with market conditions | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Othe
SHARE-BASED COMPENSATION - Other Options Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Options Disclosures [Line Items] | ||
Intrinsic value of options exercised | $ 50 | $ 25 |
Tax benefit from options exercised, before impact of valuation allowance | 20 | 10 |
Cash received from exercise price of options exercised | $ 5 | $ 3 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options Activity (Details) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Options activity [Roll Forward] | |
Options beginning | 329,562 |
Options granted | 0 |
Options exercised | (4,000) |
Options forfeited | 0 |
Options expired | 0 |
Options ending | 325,562 |
Weighted average exercise price - beginning | $ / shares | $ 1.91 |
Weighted average exercise price - options exercised | $ / shares | 1.34 |
Weighted average exercise price - options forfeited | $ / shares | 0 |
Weighted average exercise price - options expired | $ / shares | 0 |
Weighted average exercise price - ending | $ / shares | $ 1.92 |
Weighted Average Remaining Contractual Term (Years) Options | 1 year 9 months 18 days |
Intrinsic Value Options | $ | $ 4,030,984 |
Options vested and expected to vest | 325,562 |
Options vested and exercisable | 325,562 |
Weighted average exercise price options vested and expected to vest | $ / shares | $ 1.92 |
Weighted average exercise price options vested and exerciable | $ / shares | $ 1.92 |
Weighted average remaining contractual period (Years) options vested and expected to vest | 1 year 9 months 18 days |
Weighted average remaining contractual period (years) options vested and exercisable | 1 year 9 months 18 days |
Intrinsic value options vested and expected to vest | $ | $ 4,030,984 |
Intrinsic value options vested and exercisable | $ | $ 4,030,984 |
Weighted average remaining recognition period in years | 0 years |
Unamortized compensation expense, net of estimated forfeitures | $ | $ 0 |
SHARE-BASED COMPENSATION - Valu
SHARE-BASED COMPENSATION - Valuation Method (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Valuation Methodology [Abstract] | ||
Expected volatility factor (%) - Minimum | 34.00% | 35.00% |
Expected volatility factor (%) - Maximum | 45.00% | 45.00% |
Risk-free interest rate (%) - Minimum | 0.10% | 0.40% |
Risk-free interest rate (%) - Maximum | 1.10% | 1.10% |
Expected dividend yield (%) | 30.00% | 30.00% |
SHARE-BASED COMPENSATION - Ot42
SHARE-BASED COMPENSATION - Other Award Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Significant ranges of outstanding and exercisable options [Line Items] | |||
Number of options outstanding | 325,562 | 329,562 | |
Weighted average remaining contractual life options outstanding | 1 year 9 months 18 days | ||
Weighted average exercise price options outstanding | $ 1.92 | $ 1.91 | |
Number of options exercisable | 325,562 | ||
Weighted average exercise price options exercisable | $ 1.92 | ||
Recognized Non-Cash Compensation Expense [Line Items] | |||
Total Non cash compensation expense recognized | $ 1,085 | $ 930 | |
Exercise prices from 1.34 to 1.34 | |||
Significant ranges of outstanding and exercisable options [Line Items] | |||
Number of options outstanding | 300,562 | ||
Weighted average remaining contractual life options outstanding | 1 year 10 months 24 days | ||
Weighted average exercise price options outstanding | $ 1.34 | ||
Number of options exercisable | 300,562 | ||
Weighted average exercise price options exercisable | $ 1.34 | ||
Exercise prices from 2.02 to 11.78 | |||
Significant ranges of outstanding and exercisable options [Line Items] | |||
Number of options outstanding | 25,000 | ||
Weighted average remaining contractual life options outstanding | 1 year 4 months 24 days | ||
Weighted average exercise price options outstanding | $ 8.87 | ||
Number of options exercisable | 25,000 | ||
Weighted average exercise price options exercisable | $ 8.87 | ||
Station operating expenses [Member] | |||
Recognized Non-Cash Compensation Expense [Line Items] | |||
Total Non cash compensation expense recognized | $ 204 | 227 | |
Corporate general and administrative expenses [Member] | |||
Recognized Non-Cash Compensation Expense [Line Items] | |||
Total Non cash compensation expense recognized | 1,389 | 1,254 | |
Stock-based compensation expense included in operating expenses [Member] | |||
Recognized Non-Cash Compensation Expense [Line Items] | |||
Total Non cash compensation expense recognized | 1,593 | 1,481 | |
Income tax benefit (net of a fully reserved valuation allowance for prior year) [Member] | |||
Recognized Non-Cash Compensation Expense [Line Items] | |||
Total Non cash compensation expense recognized | $ 508 | $ 551 |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Impact Of Equity Awards [Line Items] | |||
Excluded shares as anti-dilutive when reporting loss | 1,164 | 0 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ (9,331) | $ 4,412 | $ 38,065 |
Preferred stock dividend | 550 | 413 | |
Net Income (Loss) Available to Common Stockholders, Basic | $ (9,881) | $ 3,999 | |
Weighted Average Number Of Shares Outstanding Basic | 38,910,322 | 38,447,724 | |
Earnings Per Share Basic | $ (0.25) | $ 0.1 | |
Incremental Common Shares Attributable to Share-based Payment Arrangements | 0 | 812 | |
Weighted Average Number Of Diluted Shares Outstanding | 38,910,322 | 39,259,540 | |
Earnings Per Share Diluted | $ (0.25) | $ 0.1 | |
Options Activity [Member] | |||
Impact Of Equity Awards [Line Items] | |||
Excluded shares as anti-dilutive under the treasury stock method | 0 | 23 | |
Price range of option: from | $ 0 | $ 10.62 | |
Price range of option: to | $ 0 | $ 11.78 | |
Restricted Stock Units Activity [Member] | Restricted Stock Units Service Conditions [Member] | |||
Impact Of Equity Awards [Line Items] | |||
Excluded shares as anti-dilutive under the treasury stock method | 0 | 5 | |
Restricted Stock Units Activity [Member] | Restricted Stock Units Service And Market Conditions But Market Not Met [Member] | |||
Impact Of Equity Awards [Line Items] | |||
Excluded shares as anti-dilutive under the treasury stock method | 267 | 185 | |
Restricted Stock Units Activity [Member] | Restricted Stock Units Service And Performance Conditions But Performance Not Met [Member] | |||
Impact Of Equity Awards [Line Items] | |||
Excluded shares as anti-dilutive under the treasury stock method | 0 | 29 | |
Restricted Stock Units Activity [Member] | Perpetual Cumulative Convertible Preferred Stock [Member] | |||
Impact Of Equity Awards [Line Items] | |||
Excluded shares as anti-dilutive under the treasury stock method | 1,953 | 1,916 |
INCOME TAXES - Expected And Rep
INCOME TAXES - Expected And Reported Income Taxes (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||
Income taxes (benefit) | $ (11,662) | $ 941 |
Effective income tax rate | 55.60% | 17.60% |
Impairment loss | $ 0 | $ 62 |
IncomeTaxExpenseBenefitIntraperiodTaxAllocation | $ 800 |
INCOME TAXES - Expense (Benefit
INCOME TAXES - Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Deferred: | ||
Total deferred | $ (11,662) | $ 941 |
Income taxes (benefit) | $ (11,662) | $ 941 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred tax liabilities: | ||
Deferred Tax Assets (Liabilities), Net | $ 75.9 | $ 92.9 |
FAIR VALUE OF FINANCIAL INSTR47
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring basis (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash equivalents | $ 0 | |
Liabilities | ||
Deferred Compensation | 11,273,000 | $ 10,875,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash equivalents | $ 0 |
FAIR VALUE OF FINANCIAL INSTR48
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finance Method Lease Obligations | ||
Fair Value Of Instruments [Line Items] | ||
Carrying value of debt | $ 83 | $ 87 |
Letter of credit | ||
Fair Value Of Instruments [Line Items] | ||
Carrying value of debt | 670 | 670 |
New Term B Loan [Member] | ||
Fair Value Of Instruments [Line Items] | ||
Carrying value of debt | 458,000 | 480,000 |
Fair value of debt | 461,149 | 487,200 |
New Revolver [Member] | ||
Fair Value Of Instruments [Line Items] | ||
Carrying value of debt | 7,000 | 0 |
Fair value of debt | $ 7,000 | $ 0 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of the categories of property and equipment | |||
Property Plant And Equipment Net | $ 64,002 | $ 63,375 | |
IntangibleAssetsGrossExcludingGoodwillAbstract | |||
Indefinite-lived Intangible Assets | $ 811,131 | $ 823,195 | $ 807,381 |
ACQUISITIONS, DIVESTITURES AN50
ACQUISITIONS, DIVESTITURES AND PRO FORMA SUMMARY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jan. 06, 2017 | |
Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 24,000 | $ 0 | ||
Purchase price allocation [Abstract] | ||||
Total intangible assets | 17,174 | $ 0 | ||
Property Plant And Equipment Net | 64,002 | $ 63,375 | ||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Merger and acquisition costs | 10,271 | 0 | ||
Merger and acquisition costs and restructuring charges | 10,271 | 0 | ||
Restructuring Charges | 0 | 0 | ||
Unaudited Pro Forma Summary Of Financial Information | ||||
Net revenues | 97,452 | 100,007 | ||
Net income | $ (9,742) | $ 3,033 | ||
Net income per common share - basic | $ (0.26) | $ 0.07 | ||
Net income per common share - diluted | $ (0.26) | $ 0.07 | ||
Net income, available to common shareholders | $ (10,292) | $ 2,620 | ||
ProFormaWeightedAverageSharesOutstandingDiluted | 38,910,322 | 39,259,540 | ||
WeightedAverageBasicSharesOutstandingProForma | 38,910,322 | 38,477,724 | ||
Adjustment [Member] | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Restructuring Charges | $ 0 | $ 0 | ||
Lease abandonment expense [Member] | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Restructuring Charges | 0 | |||
Lease abandonment expense [Member] | Adjustment [Member] | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Restructuring Charges | 0 | 0 | ||
Cost Of Terminating Contracts [Member] | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Restructuring Charges | 0 | |||
Cost Of Terminating Contracts [Member] | Adjustment [Member] | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Restructuring Charges | 0 | 0 | ||
One Time Termination Expenses [Member] | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Restructuring Charges | 0 | |||
One Time Termination Expenses [Member] | Adjustment [Member] | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Restructuring Charges | 0 | 0 | ||
LFM [Member] | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | ||||
Merger and acquisition costs and restructuring charges | 10,271 | 0 | ||
KRWZAM [Member] | ||||
Unaudited Pro Forma Summary Of Financial Information | ||||
Expected gain on sale of station | 300 | |||
ProceedsFromDivestitureOfBusinesses | $ 3,800 | |||
Charlotte [Member] | ||||
Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 24,000 | |||
Purchase price allocation [Abstract] | ||||
Total assets | $ 24,996 | |||
Net assets acquired | 24,000 | |||
Total liabilities acquired | 996 | |||
Property, Plant and Equipment, Gross | 7,325 | |||
Unaudited Pro Forma Summary Of Financial Information | ||||
Discount Rates | 9.00% | |||
Charlotte [Member] | Minimum [Member] | ||||
Unaudited Pro Forma Summary Of Financial Information | ||||
Fair Value Inputs Long Term Revenue Growth Rate | 1.00% | |||
Charlotte [Member] | Unfavorable lease liability [Member] | ||||
Purchase price allocation [Abstract] | ||||
Total current liabilities | 735 | |||
Charlotte [Member] | OtherNoncurrentLiabilitiesMember | ||||
Purchase price allocation [Abstract] | ||||
Other long-term liabilities | 261 | |||
Charlotte [Member] | Equipment [Member] | ||||
Purchase price allocation [Abstract] | ||||
Total tangible assets | $ 4,569 | |||
Charlotte [Member] | Equipment [Member] | Maximum [Member] | ||||
Purchase price allocation [Abstract] | ||||
Tangible assets amortization period | 40 years | |||
Charlotte [Member] | Equipment [Member] | Minimum [Member] | ||||
Purchase price allocation [Abstract] | ||||
Tangible assets amortization period | 3 years | |||
Charlotte [Member] | Land [Member] | ||||
Purchase price allocation [Abstract] | ||||
Total tangible assets | $ 2,539 | |||
Charlotte [Member] | Building [Member] | ||||
Purchase price allocation [Abstract] | ||||
Total tangible assets | $ 217 | |||
Charlotte [Member] | Building [Member] | Maximum [Member] | ||||
Purchase price allocation [Abstract] | ||||
Tangible assets amortization period | 25 years | |||
Charlotte [Member] | Building [Member] | Minimum [Member] | ||||
Purchase price allocation [Abstract] | ||||
Tangible assets amortization period | 15 years | |||
Charlotte [Member] | Radio Broadcasting Licences [Member] | ||||
Purchase price allocation [Abstract] | ||||
Total intangible assets | $ 17,384 | |||
Charlotte [Member] | Other Noncurrent Assets [Member] | ||||
Purchase price allocation [Abstract] | ||||
Intangible assets non amortizable | $ 287 |
BUSINESS COMBINATIONS - Accrued
BUSINESS COMBINATIONS - Accrued Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Abstract] | ||
Restructuring charges, beginning balance | $ 650 | $ 1,686 |
IncreaseDecreaseInRestructuringReserve | 0 | 0 |
PaymentsForRestructuring | (19) | (1,036) |
Restructuring charges, ending balance | 631 | 650 |
RestructuringReserveNoncurrent | (557) | (576) |
Restructuring Reserve Current | $ 74 | $ 74 |
PERPETUAL CUMULATIVE CONVERTIBA
PERPETUAL CUMULATIVE CONVERTIBALE PREFERRED STOCK (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Preferred Stock Carrying Value [Abstract] | |
Perpetual Convertible Preferred Stock, Value, Issued | $ 27,732 |
CONTINGENCIES AND COMMITMENTS53
CONTINGENCIES AND COMMITMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Commitments And Contingencies Disclosure Abstract | ||
Letter of credit requirement | $ 670 | $ 670 |
Contract Termination Fee | $ 30,000 |