Cover page
Cover page - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Entercom Communications Corp. | |
Entity Central Index Key | 0001067837 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Security 12 b Title | Class A Common Stock, par value $.01 per share | |
Trading Symbol | ETM | |
Security Exchange Name | NYSE | |
Entity File Number | 001-14461 | |
Entity Incorporation State Country Code | PA | |
Entity TaxIdentification Number | 23-1701044 | |
EntityAddressAddressLine1 | 2400 Market Street | |
EntityAddressAddressLine2 | 4th Floor | |
EntityAddressCityOrTown | Philadelphia | |
EntityAddressStateOrProvince | PA | |
Entity Address Postal Zip Code | 19103 | |
City Area Code | (610) | |
Local Phone Number | 660-5610 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 133,583,583 | |
Common Class B [Member | ||
Document Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 4,045,199 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Assets Abstract | ||
Cash | $ 45,335,000 | $ 122,893,000 |
Restricted Cash | 0 | 69,365,000 |
Accounts receivable, net of allowance for doubtful accounts | 363,091,000 | 342,766,000 |
Prepaid expenses, deposits and other | 29,797,000 | 25,205,000 |
Total current assets | 438,223,000 | 560,229,000 |
Investments | 12,705,000 | 11,205,000 |
Net property and equipment | 355,824,000 | 317,030,000 |
Operating leases right-of-use assets | 274,938,000 | 0 |
Radio broadcasting licenses | 2,518,261,000 | 2,516,625,000 |
Goodwill | 549,881,000 | 539,469,000 |
Assets held for sale | 1,891,000 | 19,603,000 |
Other asstess, net of accumulated amortization | 33,725,000 | 56,197,000 |
TOTAL ASSETS | 4,185,448,000 | 4,020,358,000 |
Liabilities Abstract | ||
Accounts payable | 3,251,000 | 1,858,000 |
Accrued expenses | 62,627,000 | 58,449,000 |
Other current liabilities | 125,511,000 | 118,438,000 |
Operating lease liabilities | 36,543,000 | 0 |
Total current liabilities | 227,932,000 | 178,745,000 |
Total long-term debt | 1,723,956,000 | 1,872,203,000 |
Operating lease liabilities, net of current portion | 263,084,000 | 0 |
Deferred tax liabilities | 551,029,000 | 545,982,000 |
Other long-term liabilities | 51,577,000 | 89,168,000 |
Total long-term liabilities | 2,589,646,000 | 2,507,353,000 |
Total liabilities | 2,817,578,000 | 2,686,098,000 |
CONTINGENCIES AND COMMITMENTS | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 1,377,000 | 1,412,000 |
Additional paid-in capital | 1,655,690,000 | 1,693,512,000 |
Accumulated deficit | (288,620,000) | (360,664,000) |
Accumulated other comprehensive income (loss) | (577,000) | 0 |
Total shareholders' equity | 1,367,870,000 | 1,334,260,000 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 4,185,448,000 | $ 4,020,358,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Common Stock, Value | $ 1,377,000 | $ 1,412,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement Abstract | ||||
NET REVENUES | $ 386,141 | $ 378,508 | $ 1,075,811 | $ 1,051,192 |
OPERATING EXPENSE: | ||||
Station operating expenses | 273,112 | 279,651 | 801,267 | 811,214 |
Depreciation and amortization expense | 11,183 | 10,608 | 33,252 | 29,745 |
Corporate general and administrative expenses | 19,412 | 15,897 | 57,662 | 53,598 |
Integration Costs | 689 | 2,761 | 3,280 | 21,984 |
Restructuring Charges | 1,577 | 852 | 5,953 | 3,019 |
Impairment loss | 0 | 0 | 0 | 28,988 |
Merger and acquisition costs | 434 | 697 | 476 | 2,768 |
Other expenses related to financing | 0 | 0 | 1,864 | 0 |
Net time brokerage agreement (income) fees | 13 | (150) | 106 | (1,242) |
Net (gain) loss on sale or disposal of assets | 231 | (10,541) | (2,683) | (10,856) |
Total operating expense | 306,651 | 299,775 | 901,177 | 939,218 |
OPERATING INCOME (LOSS) | 79,490 | 78,733 | 174,634 | 111,974 |
OTHER (INCOME) EXPENSE: | ||||
Net interest expense | 25,256 | 25,923 | 75,420 | 75,033 |
Net (gain) loss on extinguishment of debt | 0 | 0 | 1,781 | 0 |
Other income | 0 | 0 | 1,781 | 0 |
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) | 54,234 | 52,810 | 97,433 | 36,941 |
INCOME TAXES (BENEFIT) | 16,026 | 16,220 | 30,110 | 12,960 |
NET INCOME (LOSS) AVAILABLE TO THE COMPANY - CONTINUING OPERATIONS | $ 38,208 | $ 36,590 | $ 67,323 | $ 23,981 |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS PER SHARE - DILUTED | $ 0.28 | $ 0.27 | $ 0.49 | $ 0.18 |
Income Loss From Discontinued Operations Net Of Tax | $ 0 | $ 358 | $ 0 | $ 1,530 |
NET INCOME (LOSS) | $ 38,208 | $ 36,948 | $ 67,323 | $ 25,511 |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS PER SHARE - BASIC | ||||
Net income (loss) from continuing operations per share available to common shareholders - Basic | $ 0.28 | $ 0.26 | $ 0.49 | $ 0.17 |
Net income (loss) from discontinued operations per share available to common shareholders - Basic | 0 | 0 | 0 | 0.01 |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS PER SHARE - BASIC | 0.28 | 0.27 | 0.49 | 0.18 |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS PER SHARE - DILUTED | ||||
Net income (loss) from continuing operations per share available to common shareholders - Diluted | 0.28 | 0.26 | 0.49 | 0.17 |
Net income (loss) from discontinued operations per share available to common shareholders - Diluted | $ 0 | $ 0 | $ 0 | $ 0.01 |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS- CONTINUING OPERATIONS | $ 38,208 | $ 36,590 | $ 67,323 | $ 23,981 |
WEIGHTED AVERAGE SHARES: | ||||
Basic | 136,449,453 | 138,740,243 | 137,944,486 | 138,901,037 |
Diluted weighted average shares outstanding | 136,452,995 | 139,102,560 | 138,295,091 | 139,684,890 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ 38,208 | $ 36,948 | $ 67,323 | $ 25,511 |
Net unrealized gain (loss) on derivatives, net of tax (benefit) | (353) | 0 | (577) | 0 |
COMPREHENSIVE INCOME (LOSS) | $ 37,855 | $ 36,948 | $ 66,746 | $ 25,511 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) - USD ($) | Total | Common Class A [Member] | Common Class B [Member | Additional Paid In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Opening Balance SHARES at Dec. 31, 2017 | 139,675,781 | 4,045,199 | ||||
Compensation expense related to granting of stock options SHARES | (157,680) | 0 | ||||
Issuance of common stock related to an incentive plan SHARES | 39,196 | 0 | ||||
Common stock repurchase SHARES | (1,833,200) | 0 | ||||
Exercise of stock options SHARES | 10,000 | 0 | ||||
Purchase of vested employee restricted stock units SHARES | (328,196) | 0 | ||||
Ending Balance SHARES at Mar. 31, 2018 | 137,405,901 | 4,045,199 | ||||
Opening Balance VALUE at Dec. 31, 2017 | $ 1,764,360,000 | $ 1,397,000 | $ 40,000 | $ 1,737,132,000 | $ 25,791,000 | |
Net income (loss) available to the Company | (13,878,000) | 0 | 0 | 0 | (13,878,000) | |
Compensation expense related to granting of restricted stock awards VALUE | 3,913,000 | (2,000) | 0 | 3,915,000 | 0 | |
Issuance of common stock related to the employee Stock Purchase Plan ("ESPP") VALUE | 321,000 | 0 | 0 | 321,000 | 0 | |
Exercise of stock options VALUE | 13,000 | 0 | 0 | 13,000 | 0 | |
Common stock repurchase VALUE | (19,379,000) | (18,000) | 0 | (19,361,000) | 0 | |
Purchase of vested employee restricted stock units | (3,463,000) | (3,000) | 0 | (3,460,000) | 0 | |
Payments of dividends on common stock VALUE | (13,036,000) | 0 | 0 | (13,036,000) | 0 | |
Dividend equivalents, net of forfeitures | 342,000 | 0 | 0 | 342,000 | 0 | |
Ending Balance VALUE at Mar. 31, 2018 | 1,719,193,000 | $ 1,374,000 | $ 40,000 | 1,705,866,000 | 11,913,000 | |
Opening Balance SHARES at Dec. 31, 2017 | 139,675,781 | 4,045,199 | ||||
Ending Balance SHARES at Sep. 30, 2018 | 138,482,653 | 4,045,199 | ||||
Opening Balance VALUE at Dec. 31, 2017 | 1,764,360,000 | $ 1,397,000 | $ 40,000 | 1,737,132,000 | 25,791,000 | |
Net income (loss) available to the Company | 25,511,000 | |||||
Net unrealized gain (loss) on derivatives VALUE | 0 | |||||
Ending Balance VALUE at Sep. 30, 2018 | 1,739,390,000 | $ 1,386,000 | $ 40,000 | 1,699,343,000 | 38,621,000 | |
Opening Balance SHARES at Mar. 31, 2018 | 137,405,901 | 4,045,199 | ||||
Compensation expense related to granting of stock options SHARES | 1,198,734 | 0 | ||||
Issuance of common stock related to an incentive plan SHARES | 60,386 | 0 | ||||
Exercise of stock options SHARES | 38,500 | 0 | ||||
Purchase of vested employee restricted stock units SHARES | (176,275) | 0 | ||||
Ending Balance SHARES at Jun. 30, 2018 | 138,527,246 | 4,045,199 | ||||
Opening Balance VALUE at Mar. 31, 2018 | 1,719,193,000 | $ 1,374,000 | $ 40,000 | 1,705,866,000 | 11,913,000 | |
Net income (loss) available to the Company | 2,441,000 | 0 | 0 | 0 | 2,441,000 | |
Compensation expense related to granting of restricted stock awards VALUE | 3,740,000 | 12,000 | 0 | 3,728 | 0 | |
Issuance of common stock related to the employee Stock Purchase Plan ("ESPP") VALUE | 388,000 | 1,000 | 0 | 387,000 | 0 | |
Exercise of stock options VALUE | 52,000 | 0 | 0 | 52,000 | 0 | |
Purchase of vested employee restricted stock units | (1,709,000) | (2,000) | 0 | (1,707,000) | 0 | |
Payments of dividends on common stock VALUE | (12,746,000) | 0 | 0 | (12,746,000) | 0 | |
Dividend equivalents, net of forfeitures | 127,000 | 0 | 0 | 127,000 | 0 | |
Ending Balance VALUE at Jun. 30, 2018 | 1,711,486,000 | $ 1,385,000 | $ 40,000 | 1,695,707,000 | 14,354,000 | |
Compensation expense related to granting of stock options SHARES | (96,321) | 0 | ||||
Issuance of common stock related to an incentive plan SHARES | 50,785 | 0 | ||||
Exercise of stock options SHARES | 1,800 | 0 | ||||
Purchase of vested employee restricted stock units SHARES | (857) | 0 | ||||
Ending Balance SHARES at Sep. 30, 2018 | 138,482,653 | 4,045,199 | ||||
Net income (loss) available to the Company | 36,948,000 | $ 0 | $ 0 | 0 | 36,948,000 | |
Compensation expense related to granting of restricted stock awards VALUE | 3,768,000 | (1,000) | 0 | 3,769,000 | 0 | |
Issuance of common stock related to the employee Stock Purchase Plan ("ESPP") VALUE | 342,000 | 1,000 | 0 | 341,000 | 0 | |
Exercise of stock options VALUE | 3,000 | 1,000 | 0 | 2,000 | 0 | |
Purchase of vested employee restricted stock units | (7,000) | 0 | 0 | (7,000) | 0 | |
Payments of dividends on common stock VALUE | (12,491,000) | 0 | 0 | 0 | (12,491,000) | |
Dividend equivalents, net of forfeitures | (659,000) | 0 | 0 | (469,000) | (190,000) | |
Net unrealized gain (loss) on derivatives VALUE | 0 | |||||
Ending Balance VALUE at Sep. 30, 2018 | 1,739,390,000 | $ 1,386,000 | $ 40,000 | 1,699,343,000 | 38,621,000 | |
Opening Balance SHARES at Dec. 31, 2018 | 137,180,213 | 4,045,199 | ||||
Compensation expense related to granting of stock options SHARES | 1,406,722 | 0 | ||||
Issuance of common stock related to an incentive plan SHARES | 84,958 | 0 | ||||
Exercise of stock options SHARES | 180,300 | 0 | ||||
Purchase of vested employee restricted stock units SHARES | (204,499) | 0 | ||||
Ending Balance SHARES at Mar. 31, 2019 | 138,647,694 | 4,045,199 | ||||
Opening Balance VALUE at Dec. 31, 2018 | 1,334,260,000 | $ 1,372,000 | $ 40,000 | 1,693,512,000 | (360,664,000) | |
Net income (loss) available to the Company | 3,125,000 | 0 | 0 | 0 | 3,125,000 | |
Compensation expense related to granting of restricted stock awards VALUE | 3,573,000 | 14,000 | 0 | 3,559,000 | 0 | |
Issuance of common stock related to the employee Stock Purchase Plan ("ESPP") VALUE | 379,000 | 1,000 | 0 | 378,000 | 0 | |
Exercise of stock options VALUE | 244,000 | 2,000 | 0 | 242,000 | 0 | |
Purchase of vested employee restricted stock units | (1,426,000) | (2,000) | 0 | (1,424,000) | 0 | |
Payments of dividends on common stock VALUE | (12,913,000) | 0 | 0 | (12,913,000) | 0 | |
Dividend equivalents, net of forfeitures | (463,000) | 0 | 0 | (463,000) | 0 | |
Application of amended leasing guidance | 4,719,000 | 0 | 0 | 0 | 4,719,000 | |
Ending Balance VALUE at Mar. 31, 2019 | $ 1,331,498,000 | $ 1,387,000 | $ 40,000 | 1,682,891,000 | (352,820,000) | $ 0 |
Opening Balance SHARES at Dec. 31, 2018 | 137,180,213 | 4,045,199 | ||||
Compensation expense related to granting of stock options SHARES | 0 | |||||
Exercise of stock options SHARES | 180,300 | |||||
Ending Balance SHARES at Sep. 30, 2019 | 133,583,672 | 4,045,199 | ||||
Opening Balance VALUE at Dec. 31, 2018 | $ 1,334,260,000 | $ 1,372,000 | $ 40,000 | 1,693,512,000 | (360,664,000) | |
Net income (loss) available to the Company | 67,323,000 | |||||
Net unrealized gain (loss) on derivatives VALUE | (577,000) | |||||
Ending Balance VALUE at Sep. 30, 2019 | 1,367,870,000 | $ 1,337,000 | $ 40,000 | 1,655,690,000 | (288,620,000) | (577,000) |
Opening Balance SHARES at Mar. 31, 2019 | 138,647,694 | 4,045,199 | ||||
Compensation expense related to granting of stock options SHARES | (38,774) | 0 | ||||
Issuance of common stock related to an incentive plan SHARES | 73,791 | 0 | ||||
Purchase of vested employee restricted stock units SHARES | (216,828) | 0 | ||||
Ending Balance SHARES at Jun. 30, 2019 | 138,465,883 | 4,045,199 | ||||
Opening Balance VALUE at Mar. 31, 2019 | 1,331,498,000 | $ 1,387,000 | $ 40,000 | 1,682,891,000 | (352,820,000) | 0 |
Net income (loss) available to the Company | 25,992,000 | 0 | 0 | 0 | 25,992,000 | 0 |
Compensation expense related to granting of restricted stock awards VALUE | 3,393,000 | 0 | 0 | 3,393,000 | 0 | 0 |
Issuance of common stock related to the employee Stock Purchase Plan ("ESPP") VALUE | 364,000 | 1,000 | 0 | 363,000 | 0 | 0 |
Purchase of vested employee restricted stock units | (1,300,000) | (2,000) | 0 | (1,298,000) | 0 | 0 |
Payments of dividends on common stock VALUE | (13,140,000) | 0 | 0 | (13,140,000) | 0 | 0 |
Dividend equivalents, net of forfeitures | 1,059,000 | 0 | 0 | 1,059,000 | 0 | 0 |
Net unrealized gain (loss) on derivatives VALUE | (224,000) | 0 | 0 | 0 | 0 | (224,000) |
Ending Balance VALUE at Jun. 30, 2019 | 1,347,642,000 | $ 1,386,000 | $ 40,000 | 1,673,268,000 | (326,828,000) | (224,000) |
Compensation expense related to granting of stock options SHARES | 18,232 | 0 | ||||
Issuance of common stock related to an incentive plan SHARES | 100,965 | 0 | ||||
Common stock repurchase SHARES | (5,000,000) | 0 | ||||
Purchase of vested employee restricted stock units SHARES | (1,408) | 0 | ||||
Ending Balance SHARES at Sep. 30, 2019 | 133,583,672 | 4,045,199 | ||||
Net income (loss) available to the Company | 38,208,000 | $ 0 | $ 0 | 0 | 38,208,000 | |
Compensation expense related to granting of restricted stock awards VALUE | 3,165,000 | 0 | 0 | 3,165,000 | 0 | 0 |
Issuance of common stock related to the employee Stock Purchase Plan ("ESPP") VALUE | 288,000 | 1,000 | 0 | 287,000 | 0 | |
Common stock repurchase VALUE | (18,340,000) | (50,000) | 0 | (18,290,000) | 0 | |
Purchase of vested employee restricted stock units | (4,000) | 0 | 0 | (4,000) | 0 | 0 |
Payments of dividends on common stock VALUE | (2,684,000) | 0 | 0 | (2,684,000) | 0 | |
Dividend equivalents, net of forfeitures | (52,000) | 0 | 0 | (52,000) | 0 | 0 |
Net unrealized gain (loss) on derivatives VALUE | (353,000) | 0 | 0 | 0 | 0 | (353,000) |
Ending Balance VALUE at Sep. 30, 2019 | $ 1,367,870,000 | $ 1,337,000 | $ 40,000 | $ 1,655,690,000 | $ (288,620,000) | $ (577,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net income (loss) available to the Company | $ 67,323 | $ 25,511 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 33,252 | 29,745 |
Net amortization of deferred financing costs (net of original issue discount and debt premium) | (21) | 242 |
Net deferred taxes (benefit) and other | 1,596 | (42,424) |
Provision for bad debts | 3,354 | 8,679 |
Net (gain) loss on sale or disposal of assets | (2,683) | (10,856) |
Non-cash stock-based compensation expense | 10,131 | 11,421 |
Net (gain) loss on extinguishment of debt | 1,781 | 0 |
Deferred compensation | 3,956 | 2,262 |
Impairment loss | 0 | 28,988 |
Accretion expense (income), net of asset retirement obligation adjustments | 48 | 44 |
Changes in assets and liabilities (net of effects of acquisitions, dispositions, consolidation, and deconsolidation of Variable Interest Entities (VIEs)): | ||
Accounts receivable | (22,715) | 26,699 |
Prepaid expenses and deposits | (4,765) | 2,472 |
Accounts payable and accrued liabilities | 5,951 | 26,475 |
Accrued interest expense | 15,729 | 1,532 |
Accrued liabilities - long-term | (8,393) | (17,610) |
Net cash provided by (used in) operating activities | 104,544 | 93,180 |
INVESTING ACTIVITIES: | ||
Additions to property and equipment | (61,572) | (23,605) |
Proceeds from sale of property, equipment, intangibles and other assets | 27,818 | 181,875 |
Purchases of radio station assets | (15,767) | (71,434) |
Payments to Acquire amortizable intangible assets | (2,003) | (2,350) |
Purchases of investments | (1,500) | (1,250) |
Proceeds from sale of property reflected as restricted cash | 0 | 70,187 |
Net cash provided by (used in) investing activities | (53,024) | 153,423 |
FINANCING ACTIVITIES: | ||
Borrowing under the revolving senior debt | 159,000 | 83,325 |
Net proceeds from the notes | 325,000 | 0 |
Payments of long-term debt | (425,000) | (10,018) |
Payments of revolving senior debt | (205,000) | (21,325) |
Payment for debt issuance costs | (3,910) | 0 |
Proceeds from issuance of employee stock plan | 1,031 | 1,051 |
Proceeds from the exercise of stock options | 244 | 68 |
Purchase of vested employee restricted stock units | (2,730) | (5,179) |
Payment of dividends on common stock | (27,594) | (37,403) |
Payment of dividend equivalents on vested restricted stock units | (1,144) | (870) |
Repurchase of common stock | (18,340) | (20,012) |
Net cash provided by (used in) financing activities | (198,443) | (10,363) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (146,923) | 236,240 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 192,258 | 34,167 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR | 45,335 | 270,407 |
Cash paid during the period for: | ||
Interest | 61,163 | 76,042 |
Income taxes | 18,481 | 18,821 |
Dividends on common stock | 27,594 | 37,403 |
Tenant improvement allowance receivables | $ 5,508 | $ 2,334 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
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 include 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 financial 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, 2018, and filed with the SEC on February 27, 2019, 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. The Company considers the applicability of any variable interest entities (“VIEs”) that are required to be consolidated by the primary beneficiary. As of September 30, 2019, there were no VIEs requiring consolidation in these financial statements. As of December 31, 2018, there was one VIE that required consolidation in these financial statements. During 2018, the Company entered into an agreement with a third party qualified intermediary (“QI”), under which the Company was primarily responsible for the oversight and completion of certain construction projects. This agreement related to the creation of leasehold improvement assets on property that had already been made available for tenant use. The Company believed it was the primary beneficiary of the VIE as the Company had the power to direct the activities that were most significant to the VIE and the Company had the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement. The use of a QI in a like-kind exchange enabled the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange was required to be received by the Company within 180 days. This period of time lapsed during the first quarter of 2019, at which point, the Company acquired the interests of the QI. This arrangement effectively transformed the QI from a consolidated VIE to a consolidated subsidiary of the Company. Total results of operations of the VIE for the three and nine months ended September 30, 2019 and September 30, 2018 were not significant. The consolidated VIE had a material amount of cash as of December 31, 2018, which was reflected as restricted cash on the consolidated balance sheet. Restrictions on these deposits lapsed during the first quarter of 2019. As a result, the Company does not have restricted cash at September 30, 2019. The VIE had no other assets or liabilities as of December 31, 2018. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors. Refer to Note 15, Contingencies And Commitments, for additional information. There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s financial statements contained in its Form 10-K for the year ended December 31, 2018, that was filed with the SEC on February 27, 2019, other than as described below. Changes in Accounting Policies In February 2016, the accounting guidance was modified to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The new guidance was effective for the Company as of January 1, 2019. The Company implemented the new leasing guidance using a modified retrospective approach at the beginning of the period of adoption with a cumulative-effect adjustment to its accumulated deficit. Refer to Note 4, Leases, for additional information. During the quarter ended June 30, 2019, the Company voluntarily changed the date of its annual broadcasting license and goodwill impairment test dates from April 1 to December 1. This change represents a change in method of applying an accounting principle. Refer to Note 5, Intangible Assets And Goodwill, for additional information. 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, 2018, that was filed with the SEC on February 27, 2019) that might have a material impact on the Company’s financial position, results of operations or cash flows. Leasing Transactions As discussed above, the Company implemented the amended accounting guidance for leasing transactions on January 1, 2019. There was no impact to previously reported results of operations for any interim period. The most significant impact of the adoption of the new leasing guidance was the recognition of ROU assets and lease liabilities for operating leases on the balance sheet of $ 288.7 million and $ 306.2 million, respectively, on January 1, 2019. The difference between the ROU assets and lease liabilities recorded upon implementation is primarily attributable to deferred rent balances and unfavorable lease liabilities which were combined and presented net within the ROU assets. Refer to Note 4, Leases, for additional information. Reclassifications Certain reclassifications have been made to the prior year’s notes to the consolidated financial statements to conform to the presentation in the current year, which did not have a material impact on the Company’s previously reported financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Mergers Acquisitions And Dispositions Disclosures Text Block | 2. BUSINESS COMBINATIONS The Company records acquisitions under the acquisition method of accounting, and allocates the purchase price 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. 2019 Pineapple Acquisition On July 19, 2019, the Company completed a transaction to acquire the assets of Pineapple Street Media (“Pineapple”) for a purchase price of $ 14.0 million in cash plus working capital (the “Pineapple Acquisition”). Upon completion of the Pineapple Acquisition on July 19, 2019, the Company recorded the assets acquired and liabilities assumed at fair value. Based on this timing, the Company’s consolidated financial statements for the nine and three months ended September 30, 2019 reflect the results of Pineapple’s operations for a portion of the period after the completion of the Pineapple Acquisition. The Company’s consolidated financial statements for the nine and three months ended September 30, 2018 do not reflect the results of Pineapple’s operations. The allocations presented in the table below are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. The Company’s fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the fair values of the net assets acquired and the total fair value of assets acquired was recorded as goodwill. The Company recorded goodwill on its books, which is fully deductible for income tax purposes. Management believes that this acquisition provides the Company with an opportunity to benefit from customer relationships, technical knowledge and trade secrets. The following preliminary purchase price allocations are based upon the valuation of assets 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 pending finalization include intangible assets. Differences between the preliminary and final valuation could be substantially different from the initial estimate. Useful Lives in Years Preliminary Value From To (amounts in thousands) Assets Accounts receivable $ 997 Pineapple Street Media brand 1,793 non-amortizing Goodwill 12,445 non-amortizing Total intangible and other assets 15,235 Total assets $ 15,235 Unearned revenue $ 238 Accounts payable 30 Total liabilities $ 268 Preliminary fair value of net assets acquired $ 14,967 2019 Cumulus Exchange On February 13, 2019, the Company entered into an agreement with Cumulus Media Inc. (“Cumulus”) under which the Company exchanged three of its stations in Indianapolis, Indiana for two Cumulus stations in Springfield, Massachusetts, and one Cumulus station in New York City, New York (the “Cumulus Exchange”). The Company and Cumulus began programming the respective stations under local marketing agreements (“LMAs”) on March 1, 2019. Upon completion of the Cumulus Exchange on May 9, 2019, the Company: (i) removed from its records the assets of the divested stations, which were previously classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a loss on the exchange transaction of approximately $ 1.8 million. Based on this timing, the Company’s consolidated financial statements for the nine and three months ended September 30, 2019: (i) reflect the results of the acquired stations for a portion of the period in which the LMAs were in effect and after the completion of the Cumulus Exchange; and (ii) reflect the results of the divested stations for a portion of the period until the commencement date of the LMAs. The Company’s consolidated financial statements for the nine and three months ended September 30, 2018: (i) do not reflect the results of the acquired stations; and (ii) reflect the results of the divested stations. The allocations presented in the table below are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. 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 utilized were considered appropriate based on management’s expectations and experience in equivalent sized markets. The Company determines the fair 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 on 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. Using a residual method, any excess between the fair values of the net assets acquired and the total fair value of stations acquired was recorded as goodwill. The Company recorded goodwill on its books, which is fully deductible for income tax purposes. Management believes that this exchange provides the Company with an opportunity to benefit from operational efficiencies from combining operations of the acquired stations with the Company’s existing stations within the Springfield, Massachusetts, and New York City, New York markets. The following preliminary purchase price allocations are based upon the valuation of assets 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 pending finalization include intangible assets. Differences between the preliminary and final valuation could be substantially different from the initial estimate. Useful Lives in Years Preliminary Value From To (amounts in thousands) Assets Equipment $ 844 3 7 Total tangible property 844 Radio broadcasting licenses 19,576 non-amortizing Goodwill 2,080 non-amortizing Total intangible and other assets 21,656 Total assets $ 22,500 Preliminary fair value of net assets acquired $ 22,500 2018 WXTU Transaction On July 18, 2018, the Company entered into an agreement with Beasley Broadcast Group, Inc. (“Beasley”) to sell certain assets of WXTU-FM, serving the Philadelphia, Pennsylvania radio market for $ 38.0 million in cash (the “WXTU Transaction”). The Company also simultaneously entered into a time brokerage agreement (“TBA”) with Beasley where Beasley commenced operations of WXTU-FM on July 23, 2018. During the period of the TBA, the Company excluded net revenues and station operating expenses associated with operating WXTU-FM in the Company’s consolidated financial statements. The Company completed this disposition, which was subject to customary regulatory approvals, during the third quarter of 2018 and recognized a gain of approximately $ 4.4 million. Based on this timing, the Company’s consolidated financial statements for the nine and three months ended September 30, 2019 do not reflect the results of this divested station, whereas the Company’s consolidated financial statements for the nine and three months ended September 30, 2018 do reflect the results of this divested station for a portion of the period up through the completion of the sale. 2018 Jerry Lee Transaction On September 27, 2018, the Company completed a transaction to acquire the assets of WBEB-FM, serving the Philadelphia, Pennsylvania radio market from Jerry Lee Radio, LLC (“Jerry Lee”) for a purchase price of $ 57.5 million in cash, less certain working capital and other credits (the “Jerry Lee Transaction”). The Company used proceeds from the WXTU Transaction and cash on hand to fund this acquisition. Upon the completion of the WXTU Transaction and the Jerry Lee Transaction, the Company continues to operate six radio stations in the Philadelphia, Pennsylvania market. On August 7, 2018, the Company entered into a TBA with Jerry Lee. During the period of the TBA, the Company included net revenues, station operating expenses and monthly TBA fees associated with operating WBEB-FM in the Company’s consolidated financial statements. Based on this timing, the Company’s consolidated financial statements for the nine and three months ended September 30, 2019 reflect the results of this acquired station, whereas the Company’s consolidated financial statements for the nine and three months ended September 30, 2018 reflect the results of this acquired station for a portion of the period subsequent to the completion of the acquisition. The allocations presented in the table below are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. 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 utilized were considered appropriate based on management’s expectations and experience in equivalent sized markets. The Company determines the fair 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 assets acquired was reported as goodwill. The Company recorded goodwill on its books, which is fully deductible for income tax purposes. Management believes that this acquisition provides the Company with an opportunity to benefit from operational efficiencies from combining operations of the acquired station with the Company’s existing stations within the Philadelphia market. The following table reflects the final allocation of the purchase price to the assets acquired and liabilities assumed. Final Value (amounts in thousands) Assets Equipment $ 981 Total tangible property 981 Advertising contracts 477 Radio broadcasting licenses 27,346 Goodwill 24,396 Net working capital 3,234 Total intangible and other assets 55,453 Total assets $ 56,434 Preliminary fair value of net assets acquired $ 56,434 2018 Emmis Acquisition On April 30, 2018, the Company completed a transaction to acquire two radio stations in St. Louis, Missouri from Emmis Communications Corporation (“Emmis”) for a purchase price of $ 15.0 million in cash (the “Emmis Acquisition”). The Company borrowed under its revolving credit facility (the “Revolver”) to fund the acquisition. With this acquisition, the Company increased its presence in St. Louis, Missouri, to five radio stations. On March 1, 2018, the Company entered into an asset purchase agreement and a TBA with Emmis to operate two radio stations. During the period of the TBA, the Company included in net revenues, station operating expenses and monthly TBA fees associated with operating these stations in the Company’s consolidated financial statements. Based on this timing, the Company’s consolidated financial statements for the nine and three months ended September 30, 2019 reflect the results of these acquired stations, whereas the Company’s consolidated financial statements for the nine and three months ended September 30, 2018 reflect the results of these acquired stations for the portion of the period in which the TBA was in effect and after the completion of the transaction. The allocations presented in the table below are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. 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 utilized were considered appropriate based on management’s expectations and experience in equivalent sized markets. The Company determines the fair 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 assets acquired was reported as goodwill. The following table reflects the final allocation of the purchase price to the assets acquired and liabilities assumed. Final Value (amounts in thousands) Assets Equipment $ 1,558 Total tangible property 1,558 Advertiser relationships 207 Advertising contracts 114 Radio broadcasting licenses 12,785 Goodwill 332 Other noncurrent assets 4 Total intangible and other assets 13,442 Total assets $ 15,000 Fair value of assets acquired $ 15,000 2017 CBS Radio Business Acquisition On February 2, 2017, the Company and its 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 merged with and into CBS Radio with CBS Radio surviving as the Company’s wholly-owned subsidiary (the “Merger”). On November 13, 2018, the Company changed the name of CBS Radio Inc. to Entercom Media Corp. The parties to the Merger believe that the Merger was tax-free to CBS and its shareholders. The Merger was effected through a stock for stock Reverse Morris Trust transaction. On November 17, 2017, the Company acquired the CBS Radio business from CBS to further strengthen its scale and capabilities to compete more effectively with other media for a larger share of advertising dollars. The purchase price was $ 2.56 billion and consisted of $ 1.17 billion of total equity consideration and $ 1.39 billion of assumed debt. The CBS Radio business acquisition was completed pursuant to the CBS Radio Merger Agreement, dated February 2, 2017, by and among the Company, CBS, CBS Radio, and Merger Sub. On November 17, 2017, (i) Merger Sub was merged with and into CBS Radio, with CBS Radio continuing as the surviving corporation and a direct, wholly-owned subsidiary of the Company and (ii) each share of CBS Radio common stock was converted into one share of the Company’s common stock. The Company issued 101,407,494 shares of its Class A common Stock to the former holders of CBS Radio common stock. At the time of the Merger, each outstanding restricted stock unit (“RSU”) and stock option with respect to CBS Class B common stock held by employees of CBS Radio was canceled and converted into equity awards for the Company’s Class A common stock. The conversion was based on the ratio of the volume-weighted average per share closing prices of CBS stock on the five trading days prior to the date of acquisition and the Company’s stock on the five trading days following the date of acquisition. Entercom Communications Corp. is considered to be the acquiring company for accounting purposes. To complete the Merger, certain divestitures were required by the FCC in order to comply with the FCC’s ownership rules and policies. These divestitures consisted of: (i) the exchange transaction with iHeartMedia, Inc. (“iHeart”); (ii) a station exchange with Beasley; (iii) a cash sale to Bonneville International Corporation (“Bonneville”); and (iv) a cash sale to Educational Media Foundation (“EMF”). Due to the structure of the transaction, there was no step-up in tax basis for the assets acquired as the Company assumed the existing tax basis in the assets of CBS Radio. The absence of a step-up in tax basis will limit the Company’s tax deductions in future years and impacts the amount of deferred tax liabilities recorded as part of purchase price accounting. If any of the Internal Distributions or the Final Distribution, each as defined in the CBS Radio Merger Agreement, does not qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 of the Code or the Merger does not qualify as a tax-free “reorganization” under Section 368(a) of the Code, including as a result of actions taken in connection with the distributions made by CBS to facilitate the Merger or as a result of subsequent acquisitions of shares of CBS, Entercom, or CBS Radio, then CBS and/or holders of CBS Common Stock that received Radio Common Stock in the Final Distribution may be required to pay substantial U.S. federal income taxes, and, in certain circumstances, CBS Radio and Entercom may be required to indemnify CBS for any such tax liability. 2017 Local Marketing Agreement: The Bonneville Transaction On November 1, 2017, the Company assigned assets to a trust and the trust subsequently entered into two LMAs with Bonneville. The LMAs, which were effective upon the closing of the Merger, allowed Bonneville to operate eight radio stations in the San Francisco, California and Sacramento, California markets. Of the eight radio stations operated by Bonneville, three were originally owned by the Company and the remaining five were originally owned by CBS Radio. The Company conducted an analysis and determined the assets of the eight stations satisfied the criteria to be presented as assets held for sale. The stations which were acquired from CBS Radio and were never operated by the Company are included within discontinued operations. On August 2, 2018, the Company entered into an asset purchase agreement with Bonneville to dispose of the eight radio stations in the San Francisco, California and Sacramento, California markets for $ 141.0 million in cash. During the year ended December 31, 2018, the Company closed on this sale, which resulted in a loss of approximately $ 0.4 million to the Company. Refer to Note 13, Assets Held for Sale and Discontinued Operations, for additional information. Restructuring Charges Restructuring charges were expensed as a separate line item in the consolidated statements of operations. The components of restructuring charges are as follows: Nine Months Ended September 30, 2019 2018 (amounts in thousands) Costs to exit duplicative contracts $ - $ 32 Workforce reduction 5,283 2,338 Other restructuring costs 670 649 Total restructuring charges $ 5,953 $ 3,019 Three Months Ended September 30, 2019 2018 (amounts in thousands) Costs to exit duplicative contracts $ - $ ( 478) Workforce reduction 1,489 1,410 Other restructuring costs 88 ( 80) Total restructuring charges $ 1,577 $ 852 Restructuring Plan During the fourth quarter of 2017, the Company initiated a restructuring plan as a result of the integration of the CBS Radio stations acquired in November 2017. The restructuring plan included: (i) a workforce reduction and realignment charges that included one-time termination benefits and related costs; (ii) lease abandonment costs; and (iii) costs associated with realigning radio stations within the overlap markets between CBS Radio and the Company. A portion of unpaid restructuring charges as of September 30, 2019 were including in accrued expenses as these expenses are expected to be paid in less than one year. The estimated amount of unpaid restructuring charges as of September 30, 2019 includes amounts in accrued expenses that are expected to be paid in less than one year and long-term restructuring costs for lease abandonment costs covering the remaining non-cancellable lease term. Nine Months Twelve Months Ended Ended September 30, December 31, 2019 2018 (amounts in thousands) Restructuring charges and lease abandonment costs, beginning balance $ 7,077 $ 16,086 Additions resulting from the integration of CBS Radio 5,953 5,830 Payments ( 7,553) ( 14,839) Restructuring charges and lease abandonment costs unpaid and outstanding 5,477 7,077 Restructuring charges and lease abandonment costs - noncurrent portion ( 188) ( 988) Restructuring charges and lease abandonment costs - current portion $ 5,289 $ 6,089 Integration Costs The Company incurred integration costs of $ 3.3 million and $ 22.0 million during the nine months ended September 30, 2019 and September 30, 2018, respectively. Integration costs were expensed as a separate line item in the consolidated statements of operations. These costs primarily relate to change management consultants and technology-related costs incurred subsequent to the Merger. Unaudited Pro Forma Summary of Financial Information The following unaudited pro forma information for the nine and three months ended September 30, 2019 and September 30, 2018 assumes that the Pineapple Acquisition in 2019 had occurred as of January 1, 2018 and the Jerry Lee Transaction and Emmis Acquisition in 2018 had occurred as of January 1, 2017. The effects of the Cumulus Exchange and the WXTU Transaction are not included in the pro forma information as their impact was immaterial. Refer to information within this Note 2, Business Combinations, and to the financial statements and related notes included in the Company’s audited financial statements as of and for the year ended December 31, 2018, and filed with the SEC on February 27, 2019, for a description of the Company’s acquisition and disposition activities. The unaudited pro forma information presented gives effect to certain adjustments, including: (i) depreciation and amortization of assets; (ii) change in the effective tax rate; (iii) merger and acquisition costs; and (iv) interest expense on any debt incurred to fund the acquisitions which would have been incurred had such acquisitions been consummated at an earlier time. This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. 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 which may occur in the future. Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 (amounts in thousands except share and per share data) Pro Forma Pro Forma Pro Forma Pro Forma Net revenues $ 386,141 $ 383,975 $ 1,078,270 $ 1,064,123 Income (loss) from continuing operations $ 38,208 $ 38,693 $ 68,258 $ 27,140 Income (loss) from discontinued operations $ - $ 358 $ - $ 1,530 Net income (loss) available to the Company $ 38,208 $ 39,051 $ 68,258 $ 28,670 Net income (loss) available to common shareholders $ 38,208 $ 39,051 $ 68,258 $ 28,670 Income (loss) from continuing operations per common share - basic $ 0.28 $ 0.28 $ 0.49 $ 0.20 Income (loss) from discontinued operations per common share - basic $ - $ - $ - $ 0.01 Net income (loss) available to common shareholders per common share - basic $ 0.28 $ 0.28 $ 0.49 $ 0.21 Income (loss) from continuing operations per common share - diluted $ 0.28 $ 0.28 $ 0.49 $ 0.19 Income (loss) from discontinued operations per common share - diluted $ - $ - $ - $ 0.01 Net income (loss) available to common shareholders per common share - diluted $ 0.28 $ 0.28 $ 0.49 $ 0.21 Weighted shares outstanding basic 136,449,453 138,740,243 137,944,486 138,901,037 Weighted shares outstanding diluted 136,452,995 139,102,560 138,295,091 139,684,890 |
REVENUES
REVENUES | 9 Months Ended |
Sep. 30, 2019 | |
Revenue [Abstract] | |
RevenueFromContractWithCustomerTextBlock | 3. REVENUE Nature of Goods and Services The following is a description of principal activities from which the Company generates its revenue. The Company generates revenue from the sale to advertisers of various services and products, including but not limited to: (i) commercial broadcast time; (ii) digital advertising; (iii) promotional and sponsorship event revenue; (iv) e-commerce revenue; and (v) trade and barter revenue. Services and products may be sold separately or in bundled packages. The typical length of a contract for service is less than 12 months. Revenue is recognized when or as performance obligations under the terms of a contract with customers are satisfied. This typically occurs at the point in time that advertisements are broadcast, marketing services are provided, or as an event occurs. For commercial broadcast time and digital advertising, the Company recognizes revenue at the point in time when the advertisement is broadcast. For e-commerce revenue transactions, revenue is recognized as each third party sale is made and the advertisers’ good or service is transferred to the end customer. For trade and barter transactions, revenue is recognized at the point in time when the promotional advertising is aired. For bundled packages, the Company accounts for each product or performance obligation separately if they are distinct. A product or service is distinct if it is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the commercial broadcast time, digital advertising, or digital product and marketing solutions. Broadcast Revenues Commercial broadcast time - The Company sells air-time to advertisers and broadcasts commercials at agreed upon dates and times. The Company’s performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies. Digital advertising - The Company sells digital marketing services to advertisers. The Company’s performance obligations are providing broadcasting advertisements and integrated marketing services for advertisers. The Company recognizes revenue at a point in time when the advertisements are broadcast, the marketing services are provided and the performance obligations are satisfied. Revenues are recorded on a gross basis as the Company acts as a principal in these transactions. Event and Other Revenues Promotional and Sponsorship Event revenue - The Company provides promotional advertising to advertisers in exchange for cash proceeds from ticket sales. Performance obligations are broadcasting advertisements for advertisers’ events at specifically identifiable days and dayparts. The Company also sells sponsorships to advertisers at various local events. Performance obligations include providing advertising space at the Company’s event. The Company recognizes revenue at a point in time, as the event occurs. Revenues are recorded on a net basis when the Company acts as an agent in these transactions. E-Commerce revenue - The Company sells discount certificates to listeners on its websites. Listeners purchase goods and services from the advertiser at a discount to the fair value of the merchandise or service. Performance obligations include the promotion of advertisers’ discount offers on the Company’s website as well as revenue share payments to the advertiser. The Company records revenue on a net basis as it acts as an agent in these transactions. Trade and Barter Revenues Trade and barter – The Company provides advertising broadcast time in exchange for certain products, supplies, and services. The term of the exchanges generally permit the Company to preempt such broadcast time in favor of advertisers who purchase time on regular terms. Other than network barter programming, which is reflected on a net basis, the Company includes the value of such exchanges in both broadcasting net revenues and station operating expenses. Trade and barter value is based upon management’s estimate of the fair value of the products, supplies and services received. Contract Balances Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $ 8.4 million and $ 11.8 million as of September 30, 2019 and December 31, 2018, respectively. September 30, December 31, Description 2019 2018 (amounts in thousands) Receivables, included in "Accounts receivable net of allowance for doubtful accounts" $ 354,702 $ 330,983 Unearned revenue - current 16,113 22,692 Unearned revenue - noncurrent 2,130 1,138 Changes in Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, and customer advances and deposits (unearned revenue) on the Company’s consolidated balance sheet. At times, however, the Company receives advance payments or deposits from its customers before revenue is recognized, resulting in contract liabilities. The contract liabilities primarily relate to the advance consideration received from customers on certain contracts. For these contracts, revenue is recognized in a manner that is consistent with the satisfaction of the underlying performance obligations. The contract liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each respective reporting period within the other current liabilities and other long-term liabilities line items. Significant changes in the contract liabilities balances during the period are as follows: Nine Months Ended September 30, 2019 Description Unearned Revenue (amounts in thousands) Beginning balance on January 1, 2019 $ 23,830 Revenue recognized during the period that was included in the beginning balance of contract liabilities ( 20,104) Additional amounts recognized during period 14,517 Ending balance $ 18,243 Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source: Nine Months Ended September 30, 2019 2018 Revenue by Source (amounts in thousands) Broadcast revenues $ 991,768 $ 963,118 Event and other revenues 71,754 77,252 Trade and barter revenues 12,289 10,822 Net revenues $ 1,075,811 $ 1,051,192 Three Months Ended September 30, 2019 2018 Revenue by Source (amounts in thousands) Broadcast revenues $ 356,683 $ 348,066 Event and other revenues 25,353 26,391 Trade and barter revenues 4,105 4,051 Net revenues $ 386,141 $ 378,508 Performance Obligations A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer, and is the unit of account under this guidance. A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when the performance obligation is satisfied. Some of the Company’s contracts have one performance obligation which requires no allocation. For other contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company’s performance obligations are either satisfied at a point in time or are satisfied over a period of time. As the Company’s inputs are expended evenly throughout the performance period, the Company recognizes revenue on a straight-line basis over the life of a contract. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when an advertisement is aired and the customer has received the benefits of advertising. Performance obligations for all products and services, with the exception of event revenues, are satisfied over the term of the contracts, which are typically less than 12 months. Practical Expedients As a practical expedient, when the period of time between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less, the Company will not adjust the promised amount of consideration for the effects of a significant financing component. The Company elected to apply the practical expedient which allows it to not disclose information about remaining performance obligations that have original expected durations of one year or less. The Company has contracts with customers which will result in the recognition of revenue beyond one year. From these contracts, the Company expects to recognize $ 2.1 million of revenue in excess of one year. The Company also elected to apply the practical expedient which allows it to not disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue for all reporting periods presented before January 1, 2018. The Company elected to apply the practical expedient which allows the Company to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in station operating expenses on the consolidated statements of operations. Significant Judgments For performance obligations satisfied at a point in time, the Company does not estimate when a customer obtains control of the promised goods or services. Rather, the Company recognizes revenues at the point in time in which performance obligations are satisfied. The Company records a provision against revenues for estimated sales adjustments when information indicates allowances are required. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. For all revenue streams with the exception of barter revenues, the transaction price is contractually determined. Accordingly, no estimates are required and there is no variable consideration. For trade and barter revenues, the Company estimates the consideration by estimating the fair value of the goods and services received. Net revenues from network barter programming have historically been recorded on a net basis. This treatment will continue to be the Company’s policy under the amended accounting guidance for revenue recognition. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LesseeOperatingLeasesTextBlock | 4. LEASES Leasing Guidance As discussed above, the accounting guidance for leases was modified to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Except for the changes described below, the Company has consistently applied its accounting policies to all periods presented in these consolidated financial statements. Results for the periods beginning after January 1, 2019 are presented under the amended accounting guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting guidance. Based upon the Company’s assessment, the impact of this guidance had a material impact on the Company’s financial position and the impact to the Company’s results of operations and cash flows through September 30, 2019 was not material. The Company recognizes the assets and liabilities that arise from leases on the commencement date of the lease. The Company recognizes the liability to make lease payments as a lease liability as well as a ROU asset representing the right to use the underlying asset for the lease term, on the consolidated balance sheet. Leasing Transactions The Company’s leased assets primarily include real estate, broadcasting towers and equipment. The Company’s leases have remaining lease terms of less than 1 year up to 30 years, some of which include one or more options to extend the leases, with renewal terms up to fifteen years and some of which include options to terminate the leases within the next year. Many of the Company’s leases include options to extend the terms of the agreements. Generally, renewal options are excluded when calculating the lease liabilities, as the Company does not consider the exercise of such options to be reasonably certain. Unless a renewal option is considered reasonably assured, the optional terms and related payments are not included within the lease liability. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s operating leases are reflected on the Company’s balance sheet within the Operating lease right-of-use assets line item and the related current and non-current liabilities are included within the Operating lease liabilities and Operating lease liabilities, net of current portion line items, respectively. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from leases. Operating lease ROU assets and liabilities are recognized at commencement date based upon the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term. As the rate implicit in the lease is not readily determinable for the Company’s operating leases, the Company generally uses an incremental borrowing rate based upon information available at the commencement date to determine the present value of future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in similar economic environment. In order to measure the operating lease liability and determine the present value of lease payments, the Company estimated what the incremental borrowing rate was for each lease using an applicable treasury rate compatible to the remaining life of the lease and the applicable margin for the Company’s Revolver. In determining whether a contract is or contains a lease at inception of a contract, the Company considers all relevant facts and circumstances, including whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. This consideration involves judgment with respect to whether the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset and whether the Company has the right to direct the use of the identified asset. On January 1, 2019, the Company implemented the new leasing guidance using a modified retrospective approach with a cumulative-effect adjustment to its accumulated deficit of $ 4.7 million, net of taxes of $ 1.7 million. This adjustment was attributable to the recognition of deferred gains from sale and leaseback transactions under the previous accounting guidance for leases. Practical Expedients The Company elected the practical expedient which allows it to: (i) apply the new lease requirements at the effective date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption; (ii) continue to report comparative periods presented in the financial statements in the period of adoption under the former U.S. GAAP; and (iii) provide the required disclosures under former U.S. GAAP for all periods presented under former U.S. GAAP. The Company elected the package of practical expedients, which were applied consistently to all of its leases, and enable it to not reassess: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. As a practical expedient, the Company may choose not to separate nonlease components from lease components as an accounting policy election by class of underlying asset. The Company elected this practical expedient by all classes of underlying assets in instances where leases contain common area maintenance. In certain leases, the right to control the use of an asset that meets the lease criteria is combined with the related common area maintenance services provided under the contract into a single lease component. As an accounting policy election, the Company elected not to apply the recognition requirements to short-term leases for all underlying classes of assets. For these leases which have a term of twelve months or less at lease inception, the Company will recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for these payments is incurred. Lease Expense The components of lease expense were as follows: Nine Months Ended September 30, Lease Cost 2019 (amounts in thousands) Operating lease cost $ 37,733 Variable lease cost 7,029 Short-term lease cost 182 Total lease cost $ 44,944 Three Months Ended September 30, Lease Cost 2019 (amounts in thousands) Operating lease cost $ 12,682 Variable lease cost 2,478 Short-term lease cost 5 Total lease cost $ 15,165 Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, Description 2019 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 38,991 Right-of-use assets obtained in exchange for lease obligations Operating leases (1) $ 304,650 (1) ROU assets obtained in exchange for lease obligations include transition liabilities upon implementation of the amended leasing guidance, as well as new leases entered into during the nine months ended September 30, 2019. Balance Sheet Supplemental balance sheet information related to leases was as follows: September 30, Description 2019 (amounts in thousands) Operating Leases Operating leases right-of-use assets $ 274,938 Operating lease liabilities (current) $ 36,543 Operating lease liabilities (noncurrent) 263,084 Total operating lease liabilities $ 299,627 Weighted Average Remaining Lease Term Operating leases 8 years Weighted Average Discount Rate Operating leases 4.9% Maturities The aggregate maturities of the Company’s lease liabilities are as follows: Lease Maturities Operating Leases (amounts in thousands) Years ending December 31: Remainder of 2019 $ 13,187 2020 51,488 2021 48,869 2022 43,753 2023 40,467 Thereafter 171,226 Total lease payments $ 368,990 Less: imputed interest ( 69,363) Total $ 299,627 As of September 30, 2019, the Company has not entered into any leases that have not yet commenced. The aggregate maturities of the Company’s lease liabilities as of December 31, 2018, which were based on the former accounting guidance for leases, were as follows: Lease Maturities Operating Leases (amounts in thousands) Years ending December 31: 2019 $ 51,375 2020 50,504 2021 46,847 2022 41,457 2023 38,230 Thereafter 165,905 Total lease payments $ 394,318 |
INTANGIBLE ASSETS AND GOODWIL
INTANGIBLE ASSETS AND GOODWIL | 9 Months Ended |
Sep. 30, 2019 | |
Goodwil And Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets Disclosure Text Block | 5. 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 value is less than the carrying value of the reporting unit, then a charge is recorded to the results of operations. The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, Business Combinations, and Note 13, Assets Held For Sale And Discontinued Operations, for additional information. Broadcasting Licenses Carrying Amount September 30, December 31, 2019 2018 (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,516,625 $ 2,649,959 Disposition of radio stations (See Notes 2, 13) ( 17,940) ( 24,901) Acquisition of radio stations (See Note 2) 19,576 40,131 Loss on impairment - ( 148,564) Ending period balance $ 2,518,261 $ 2,516,625 The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information. Goodwill Carrying Amount September 30, December 31, 2019 2018 (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 982,663 $ 988,056 Accumulated loss on impairment as of January 1, ( 443,194) ( 126,056) Goodwill beginning balance after cumulative loss on impairment as of January 1, 539,469 862,000 Loss on impairment during year - ( 317,138) Dispositions (See Note 2) ( 4,862) ( 8,623) Acquisitions (See Note 2) 15,274 24,728 Measurement period adjustments to acquired goodwill - ( 21,498) Ending period balance $ 549,881 $ 539,469 Broadcasting Licenses Impairment Test The Company historically performed 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 Greenfield method. During the second quarter of 2019, however, the Company voluntarily changed the date of its annual broadcasting license impairment test date from April 1 to December 1. The change was made to more closely align the impairment testing date with the Company’s long-term planning and forecasting process. The Company has determined this change in method of applying an accounting principle is preferable and does not result in adjustments to the Company’s financial statements when applied retrospectively. In response to the changing of the annual broadcasting license impairment test date, during the three months ended June 30, 2019, the Company made an evaluation based on factors such as each market’s total market share and changes in operating cash flow margins, and concluded that it was more likely than not that the fair value of each market’s broadcasting licenses exceeded their carrying values at the time of the change in impairment test date. The change in the annual impairment testing date did not delay, accelerate or avoid an impairment charge. If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods. There were no events or circumstances that indicated an interim review of broadcasting licenses was required. Goodwill Impairment Test The Company historically performed its annual goodwill impairment test during the second quarter of each year by assessing goodwill for its single reporting unit on a consolidated basis. During second quarter of 2019, however, the Company voluntarily changed the date of its annual goodwill impairment test date from April 1 to December 1. The change was made to more closely align the impairment testing date with the Company’s long-term planning and forecasting process. The Company has determined this change in method of applying an accounting principle is preferable and does not result in adjustments to the Company’s financial statements when applied retrospectively. In response to the changing of the annual goodwill impairment test date, during the three months ended June 30, 2019, the Company made an evaluation based on factors such as changes in the Company’s long-term growth rate, changes in the Company’s operating cash flow margin, and trends in the Company’s market capitalization, and concluded that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying value at the time of the change in impairment test date. The change in the annual impairment testing date did not delay, accelerate or avoid an impairment charge. If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods. During the three months ended September 30, 2019, the Company considered key factors and circumstances that could have potentially indicated a need to conduct an interim impairment assessment. Such factors and circumstances included, but were not limited to: (i) forecasted financial information; (ii) discount rates; (iii) long-term growth rates; (iv) the Company’s stock price; and (v) analyst expectations. After giving consideration to all available evidence arising from these facts and circumstances, the Company concluded that it did not have a requirement to perform an interim impairment test for goodwill. However, if there were to be deterioration in the Company’s forecasted financial information, an increase in discount rates, a reduction in long-term growth rates, a sustained decline in the Company’s stock price, or a failure to achieve analyst expectations, these could all be potential indicators of an impairment charge, which could be material, in future periods. There were no events or circumstances that indicated an interim review of goodwill was required. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2019 | |
Other Liabilities Disclosure Abstract | |
Accounts Payable Accrued Liabilities And Other Liabilities Disclosure Current Text Block | 6. OTHER CURRENT LIABILITIES Other current liabilities consist of the following as of the periods indicated: Other Current Liabilities September 30, December 31, 2019 2018 (amounts in thousands) Accrued compensation $ 33,633 $ 31,192 Accounts receivable credits 5,579 5,743 Advertiser obligations 6,209 4,190 Accrued interest payable 21,736 6,007 Unearned revenue 16,113 22,692 Unfavorable lease liabilities - 2,852 Unfavorable sports liabilities 4,634 4,634 Accrued benefits 7,715 8,646 Non-income tax liabilities 6,883 6,748 Income taxes payable 18,977 10,558 Other 4,032 15,176 Total other current liabilities $ 125,511 $ 118,438 During the third quarter of 2018, the Company disposed of certain property that the Company considered as surplus to its operations and that resulted in significant gains reportable for tax purposes. Upon the successful completion of a like-kind exchange under Section 1031 of the Code, a portion of the income taxes payable generated from these gains were reclassified to a deferred tax liability. Refer to Note 15, Contingencies And Commitments, for additional information. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure Text Block | 7. LONG-TERM DEBT (A) Senior Debt The Credit Facility On November 17, 2017, in connection with the Merger, the Company refinanced its previously outstanding indebtedness and also assumed CBS Radio’s outstanding indebtedness. As a result of the refinancing activity and the Merger, the Company’s outstanding credit facility (the “Credit Facility”) is comprised of the Revolver and a term loan component (the “Term B-1 Loan”). The $ 250.0 million Revolver has a maturity date of November 17, 2022. The amount available under the Revolver, which includes the impact of outstanding letters of credit, was $ 110.1 million as of September 30, 2019. The Term B-1 Loan has a maturity date of November 17, 2024. The Term B-1 Loan amortizes: (i) with equal quarterly installments of principal in annual amounts equal to 1.0% of the original principal amount of the Term B-1 Loan; and (ii) mandatory yearly prepayments based upon a percentage of Excess Cash Flow as defined in the agreement. The Term B-1 Loan requires mandatory prepayments equal to a percentage of Excess Cash Flow, as defined within the agreement, subject to incremental step-downs, depending on the Consolidated Net First Lien Leverage Ratio as defined in the agreement. The Excess Cash Flow payment, if any, is due in the first quarter of each year, and is based on the Excess Cash Flow and Consolidated Net First Lien Leverage Ratio for the prior year. Because the Company made voluntary prepayments against the Term B-1 Loan in 2018, which may be applied toward the Excess Cash Flow payment, no Excess Cash Flow payment was due in the first quarter of 2019. The Company expects to use the Revolver to: (i) provide for working capital; and (ii) provide for general corporate purposes, including capital expenditures and any or all of the following (subject to certain restrictions): repurchase of Class A common stock, dividends, investments and acquisitions. In addition, the Credit Facility is secured by a lien on substantially all of the assets (including material real property) of Entercom Media Corp. and its subsidiaries with limited exclusions. All of the Company’s subsidiaries, jointly and severally guaranteed the Credit Facility. The assets securing the Credit Facility are subject to customary release provisions which would enable the Company to sell such assets free and clear of encumbrance, subject to certain conditions and exceptions. The Credit Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First Lien Leverage Ratio that cannot exceed 4.0 times at September 30, 2019. In certain circumstances, if the Company consummates additional acquisition activity permitted under the terms of the Credit Facility, the Consolidated Net First Lien Leverage Ratio will be increased to 4.5 times for a one year period following the consummation of such permitted acquisition. As of September 30, 2019, the Company’s Consolidated Net First Lien Leverage Ratio was 2.7 times. Failure to comply with the Company’s financial covenant 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 Company’s 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 repayment could have a material adverse effect on its business. The Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates. Management believes that over the next 12 months, the Company can continue to maintain compliance with its financial covenant. The Company’s operating cash flow is positive, and management believes that it is adequate to fund the Company’s operating needs and mandatory debt repayments under the Company’s Credit Facility. As of September 30, 2019, the Company is in compliance with the financial covenant and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenant is highly dependent on its results of operations. Management believes that cash on hand, borrowing capacity from the Revolver and cash from operating activities will be sufficient to permit the Company to meet its liquidity requirements over the next 12 months, including its debt repayments. The cash available from the Revolver is dependent on the Company’s Consolidated Net First Lien Leverage Ratio at the time of such borrowing. Long-term debt was comprised of the following: Long-Term Debt September 30, December 31, 2019 2018 (amounts in thousands) Credit Facility Revolver, due November 17, 2022 $ 134,000 $ 180,000 Term B-1 Loan, due November 17, 2024 866,700 1,291,700 Plus unamortized premium 2,040 2,470 1,002,740 1,474,170 Notes 6.500% notes due May 1, 2027 325,000 - 325,000 - Senior Notes 7.250% senior unsecured notes, due October 17, 2024 400,000 400,000 Plus unamortized premium 12,338 14,158 412,338 414,158 Other debt 881 912 Total debt before deferred financing costs 1,740,959 1,889,240 Deferred financing costs (excludes the revolving credit) ( 17,003) ( 17,037) Total long-term debt $ 1,723,956 $ 1,872,203 Outstanding standby letters of credit $ 5,862 $ 5,862 (B) Senior Unsecured Debt The Senior Notes Simultaneously with entering into the Merger and assuming the Credit Facility on November 17, 2017, the Company also assumed the 7.250% unsecured senior notes (the “Senior Notes”) that were subsequently modified and mature on October 17, 2024 in the amount of $ 400.0 million. The Senior Notes were originally issued by CBS Radio (now Entercom Media Corp) on October 17, 2016. The deferred financing costs and debt premium on the Senior Notes will be amortized over the term under the effective interest rate method. As of any reporting period, the amount of any unamortized debt finance costs and debt premium costs are reflected on the balance sheet as a subtraction and an addition to the $ 400.0 million liability, respectively. Interest on the Senior Notes accrues at the rate of 7.250% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. (C) Senior Secured Debt On April 30, 2019, the Company’s finance subsidiary, Entercom Media Corp, issued $ 325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the “Notes”) under an Indenture dated April 30, 2019 (the “Indenture”). Interest on the Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. Until May 1, 2022, only a portion of the Notes may be redeemed at a price of 106.500% of their principal amount plus accrued interest. On or after May 1, 2022, the Notes may be redeemed, in whole or in part, at a price of 104.875% of their principal amount plus accrued interest. The prepayment premiums continue to decrease over time on May 1 of each year, as described in the Indenture. The Company used net proceeds of the offering, along with cash on hand and $ 89.0 million under its Revolver to repay $ 425.0 million of existing indebtedness under its Term B-1 Loan. In connection with the refinancing activity described above, during the second quarter of 2019, the Company: (i) wrote off $ 1.6 million of unamortized deferred financing costs associated with the Term B-1 Loan; and (ii) recorded $ 3.9 million of new deferred financing costs which will be amortized over the term of the Notes under the effective interest rate method. The Notes are fully and unconditionally guaranteed on a senior secured second-lien basis by each direct and indirect subsidiary of Entercom Media Corp. The Notes and the related guarantees are secured on a second-priority basis by liens on substantially all of the assets of Entercom Media Corp. and the guarantors. The Notes are not a registered security and there are no plans to register the Notes as a security in the future. On April 30, 2019, Entercom Media Corp. amended the financial covenant in its Senior Secured Credit Agreement such that the calculation of Consolidated Net First Lien Leverage Ratio only includes first lien secured debt. (D) Net Interest Expense The components of net interest expense are as follows: Net Interest Expense Nine Months Ended September 30, 2019 2018 (amounts in thousands) Interest expense $ 76,190 $ 74,870 Amortization of deferred financing costs 2,227 2,389 Amortization of original issue discount (premium) of senior notes ( 2,248) ( 2,147) Interest income and other investment income ( 749) ( 79) Total net interest expense $ 75,420 $ 75,033 Net Interest Expense Three Months Ended September 30, 2019 2018 (amounts in thousands) Interest expense $ 25,203 $ 25,911 Amortization of deferred financing costs 755 798 Amortization of original issue discount (premium) of senior notes ( 678) ( 715) Interest income and other investment income ( 24) ( 71) Total net interest expense $ 25,256 $ 25,923 (E) Interest Rate Transactions The Company from time to time enters into interest rate transactions with different lenders to diversify its risk associated with interest rate fluctuations of its variable-rate debt. Under these transactions, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed notional principal amount against the variable-rate debt. During the quarter ended June 30, 2019, the Company entered into an interest rate collar transaction in the notional amount of $ 560.0 million to hedge the Company’s exposure to fluctuations in interest rates on its variable-rate debt. Refer to Note 8, Derivative and Hedging Activities, for additional information. |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITIES | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure Abstract | |
Derivative Instruments And Hedging Activities Disclosure Text Block | 8. DERIVATIVE AND HEDGING ACTIVITIES The Company from time to time enters into derivative financial instruments, such as interest rate collar agreements (“Collars”), to manage its exposure to fluctuations in interest rates under the Company’s variable rate debt. Accounting For Derivative Instruments and Hedging Activities The Company recognizes at fair value all derivatives, whether designated in hedging relationships or not, in the balance sheet as either net assets or net liabilities. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item are recognized in the statement of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the statement of operations when the hedged item affects net income. If a derivative does not qualify as a hedge, it is marked to fair value through the statement of operations. Any fees associated with these derivatives are amortized over their term. Cash flows from derivatives are classified in the statement of cash flows within the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. Under these derivatives, the differentials to be received or paid are recognized as an adjustment to interest expense over the life of the contract. In the event the cash flow hedges are terminated early, any amount previously included in comprehensive income (loss) would be reclassified as interest expense to the statement of operations as the forecasted transaction settles. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes ongoing effectiveness assessments by relating all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company’s derivative activities, all of which are for purposes other than trading, are initiated within the guidelines of corporate risk-management policies. The Company reviews the correlation and effectiveness of its derivatives on a periodic basis. The fair value of these derivatives is determined using observable market based inputs (a Level 2 measurement, as described in Note 12, Fair Value Of Financial Instruments) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company’s counterparty for assets and the creditworthiness of the Company for liabilities). Hedge Accounting Treatment During the quarter ended June 30, 2019, the Company entered into a derivative rate hedging transaction in the aggregate notional amount of $ 560.0 million to manage interest rate risk on the Company’s variable rate debt. During the period of the hedging relationship, the beginning and ending balance of the Company’s variable rate debt was greater than the notional amount of the derivative rate hedging transaction. This transaction is tied to the one-month LIBOR interest rate. Under the Collar transaction, two separate agreements are established with an upper limit, or cap, and a lower limit, or floor, for the Company’s LIBOR borrowing rate. As of September 30, 2019, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment: Type Fixed Notional Amount Of Notional Effective LIBOR Expiration Amount After Hedge Amount Date Collar Rate Date Decreases Decrease (amounts (amounts in millions) in millions) [ ] Jun. 29, 2020 $ 460.0 Cap 2.75% Jun. 28, 2021 $ 340.0 Collar $ 560.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2022 $ 220.0 Jun. 28, 2023 $ 90.0 Total $ 560.0 For the nine months ended September 30, 2019, the Company recorded the net change in the fair value of this derivative as a loss of $ 0.6 million (net of a tax benefit of $ 0.2 million as of September 30, 2019) to the statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of September 30, 2019, the fair value of these derivatives was a liability of $ 0.8 million, and is recorded as other long-term liabilities on the balance sheet. The Company does not expect to reclassify any portion of this amount to the statement of operations over the next twelve months. During the year ended December 31, 2018, the Company had no derivatives that qualified for hedge accounting treatment. The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of September 30, 2019 and December 31, 2018: Accumulated Derivative Gain (Loss) September 30, December 31, Description 2019 2018 (amounts in thousands) Accumulated derivative unrealized gain (loss) $ ( 577) $ - The following table presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the nine months ended September 30, 2019: Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations Nine Months Ended September 30, 2019 2018 2019 2018 (amounts in thousands) $ ( 577) $ - $ - $ - The following table presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended September 30, 2019: Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations Three Months Ended September 30, 2019 2018 2019 2018 (amounts in thousands) $ ( 353) $ - $ - $ - |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 9. NET INCOME (LOSS) PER COMMON SHARE The following tables present the computations of basic and diluted net income (loss) per share from continuing operations and discontinued operations: Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income available to the Company - continuing operations $ 38,208 $ 36,590 $ 67,323 $ 23,981 Net income available to common shareholders from continuing operations 38,208 36,590 67,323 23,981 Income (loss) from discontinued operations, net of tax - 358 - 1,530 Net income (loss) available to common shareholders $ 38,208 $ 36,948 $ 67,323 $ 25,511 Denominator Basic weighted average shares outstanding 136,449 138,740 137,944 138,901 Net Income (Loss) Per Common Share - Basic: Net income (loss) from continuing operations per share available to common shareholders - Basic $ 0.28 $ 0.26 $ 0.49 $ 0.17 Net income (loss) from discontinued operations per share available to common shareholders - Basic $ - $ - $ - $ 0.01 Net income (loss) per share available to common shareholders - Basic $ 0.28 $ 0.27 $ 0.49 $ 0.18 Diluted Income (Loss) Per Share Numerator Net income available to the Company - continuing operations $ 38,208 $ 36,590 $ 67,323 $ 23,981 Net income available to common shareholders from continuing operations 38,208 36,590 67,323 23,981 Income (loss) from discontinued operations, net of tax - 358 - 1,530 Net income (loss) available to common shareholders $ 38,208 $ 36,948 $ 67,323 $ 25,511 Denominator Basic weighted average shares outstanding 136,449 138,740 137,944 138,901 Effect of RSUs and options under the treasury stock method 4 362 351 784 Diluted weighted average shares outstanding 136,453 139,102 138,295 139,685 Net Income (Loss) Per Common Share - Diluted: Net income (loss) from continuing operations per share available to common shareholders - Diluted $ 0.28 $ 0.26 $ 0.49 $ 0.17 Net income (loss) from discontinued operations per share available to common shareholders - Diluted $ - $ - $ - $ 0.01 Net income (loss) per share available to common shareholders - Diluted $ 0.28 $ 0.27 $ 0.49 $ 0.18 Disclosure of Anti-Dilutive Shares The following table presents those shares excluded as they were anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, Impact Of Equity Issuances 2019 2018 2019 2018 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 545 563 549 565 Price range of options: from $ 6.43 $ 9.66 $ 6.43 $ 9.66 Price range of options: to $ 13.98 $ 13.98 $ 13.98 $ 13.98 RSUs with service conditions 3,555 1,586 1,939 1,415 RSUs excluded with service and market conditions as market conditions not met 70 226 70 226 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments Abstract | |
Disclosure Of Compensation Related Costs Share Based Payments Text Block | 10. 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 September 30, Period Ended Units Price Term (Years) 2019 (amounts in thousands) RSUs outstanding as of: December 31, 2018 3,685 RSUs awarded 1,696 RSUs released ( 1,373) RSUs forfeited ( 310) RSUs outstanding as of: September 30, 2019 3,698 $ - 1.5 $ 12,576 RSUs vested and expected to vest as of: September 30, 2019 3,698 $ - 1.5 $ 12,575 RSUs exercisable (vested and deferred) as of: September 30, 2019 41 $ - - $ 141 Weighted average remaining recognition period in years 2.4 Unamortized compensation expense $ 22,392 RSUs with Service and Market Conditions The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (i) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (ii) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met, as all of the conditions need 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: Nine Months Year Ended Ended September 30, December 31, 2019 2018 (amounts in thousands, except per share data) Reconciliation of RSUs with Service and Market Conditions Beginning of period balance 226 650 Number of RSUs granted - - Number of RSUs forfeited ( 156) ( 110) Number of RSUs vested - ( 314) End of period balance 70 226 Weighted average fair value of RSUs granted with market conditions $ - $ - 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. Option Activity The following table provides summary information related to the exercise of stock options: Nine Months Ended September 30, Option Exercise Data 2019 2018 (amounts in thousands) Intrinsic value of options exercised $ 1,272 $ 418 Tax benefit from options exercised (1) $ 73 $ 111 Cash received from exercise price of options exercised $ 244 $ 68 (1) Amounts exclude any impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes. 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 September 30, Period Ended Options Price Term (Years) 2019 Options outstanding as of: December 31, 2018 755,210 $ 9.42 Options granted - - Options exercised ( 180,300) 1.34 Options forfeited - - Options expired ( 29,828) 10.53 Options outstanding as of: September 30, 2019 545,082 $ 12.03 1.1 $ - Options vested and expected to vest as of: September 30, 2019 545,082 $ 12.03 1.1 $ - Options vested and exercisable as of: September 30, 2019 545,082 $ 12.03 1.1 $ - 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 September 30, Contractual Exercise September 30, Exercise From To 2019 Life Price 2019 Price $ 6.43 $ 9.66 204,375 1.1 $ 9.62 204,375 $ 9.62 $ 13.11 $ 13.98 340,707 1.1 $ 13.48 340,707 $ 13.48 $ 6.43 $ 13.98 545,082 1.1 $ 12.03 545,082 $ 12.03 Recognized Non-Cash Stock-Based Compensation Expense The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations: Nine Months Ended September 30, 2019 2018 (amounts in thousands) Station operating expenses $ 3,765 $ 5,295 Corporate general and administrative expenses 6,521 6,126 Stock-based compensation expense included in operating expenses 10,286 11,421 Income tax benefit (1) 2,258 2,385 After-tax stock-based compensation expense $ 8,028 $ 9,036 Three Months Ended September 30, 2019 2018 (amounts in thousands) Station operating expenses $ 1,107 $ 1,653 Corporate general and administrative expenses 2,234 2,116 Stock-based compensation expense included in operating expenses 3,341 3,769 Income tax benefit (1) 770 787 After-tax stock-based compensation expense $ 2,571 $ 2,982 1. Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure Abstract | |
Income Tax Disclosure Text Block | 11. INCOME TAXES Tax Rates for the Nine Months and Three Months Ended September 30, 2019 The effective income tax rates were 30.9% and 29.5% for the nine months and three months ended September 30, 2019, respectively, which was determined using a forecasted rate based upon taxable income for the year. The Company estimates that its 2019 annual tax rate before discrete items, will be between 30% and 32%. The Company anticipates that it will be able to utilize certain net operating loss carryforwards to reduce future payments of federal and state income taxes. Tax Rates for the Nine Months and Three Months Ended September 30, 2018 The effective income tax rates were 35.1% and 30.7% for the nine months and three months ended September 30, 2018, respectively, which was determined using a forecasted rate based upon taxable income for the year. The income tax rate was estimated to be lower than in previous years primarily due to: (i) an income tax benefit resulting from the Tax Cuts and Jobs Act that was enacted on December 22, 2017, which reduced the U.S. federal corporate tax rate; and (ii) a reduction in non-deductible transaction costs in 2018 due to the closing of the Merger on November 17, 2017. Net Deferred Tax Assets and Liabilities As of September 30, 2019, and December 31, 2018, net deferred tax liabilities were $ 551.0 million and $ 546.0 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 differences 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 | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures Abstract | |
Fair Value Disclosures Text Block | 12. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value of Financial Instruments Subject to Fair Value Measurements Recurring Fair Value Measurements The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels. Fair Value Measurements At Reporting Date Quoted prices Significant Significant Measured at Balance at in active other observable unobservable Net Asset Value September 30, markets inputs inputs as a Practical Description 2019 Level 1 Level 2 Level 3 Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 31,150 $ 23,746 $ - $ - $ 7,404 Interest Rate Cash Flow Hedge (3) $ 784 $ - $ 784 $ - $ - Quoted prices Significant Significant Measured at Balance at in active other observable unobservable Net Asset Value December 31, markets inputs inputs as a Practical Description 2018 Level 1 Level 2 Level 3 Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 30,928 $ 23,476 $ - $ - $ 7,452 (1) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. (2) The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy. (3) The Company’s interest rate collar, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity. Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. As discussed in Note 5, Intangible Assets And Goodwill, the Company voluntarily changed the date of its annual impairment test for its broadcasting licenses and goodwill. As a result of this change, the Company did not determine the fair value of its broadcasting licenses and goodwill during the quarter ended June 30, 2019. During the quarter ended June 30, 2018, the Company reviewed the fair value of its broadcasting licenses and goodwill, and concluded that its broadcasting licenses were not impaired as the fair value of these assets equaled or exceeded their carrying value. During the second quarter of 2018, the Company concluded that the fair value of goodwill exceeded the carrying value of goodwill and determined that no goodwill impairment charge was required. Subsequent to the annual impairment test conducted during the second quarter of 2018, the Company determined that a sustained decrease in the Company’s share price required the Company to conduct an interim impairment assessment on its broadcasting licenses and goodwill. This interim impairment conducted during the fourth quarter of 2018 indicated that the carrying value of the Company’s goodwill and broadcasting licenses exceeded their respective carrying amount. Accordingly, the Company recorded a $ 147.9 million impairment charge ($ 108.8 million, net of tax) on its broadcasting licenses and a $ 317.1 million impairment ($ 314.4 million, net of tax) on its goodwill in the fourth quarter of 2018. Refer to Note 5, Intangible Assets and Goodwill, for additional information. There were no events or changes in circumstances which indicated the Company’s investments, property and equipment, or other intangible assets may not be recoverable, other than as described below. During the second quarter of 2018, the Company recorded a $ 2.1 million impairment charge related to assets expected to be disposed of in one of its markets. During the second quarter of 2018, events or circumstances changed which indicated that a portion of the Company’s assets which had been classified as held for sale may not be recoverable. Accordingly, the Company estimated the fair value of these assets and recognized an impairment charge of $ 26.9 million. Refer to Note 13, Assets Held For Sale And Discontinued Operations, for additional information. 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: (i) cash and cash equivalents; (ii) accounts receivable; and (iii) accounts payable, including accrued liabilities. The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the periods indicated: September 30, December 31, 2019 2018 Carrying Fair Carrying Fair Value Value Value Value (amounts in thousands) Term B Loans (1) $ 866,700 $ 867,783 $ 1,291,700 $ 1,243,261 Revolver (2) $ 134,000 $ 134,000 $ 180,000 $ 180,000 Senior Notes (3) $ 400,000 $ 415,500 $ 400,000 $ 378,000 Notes (4) $ 325,000 $ 338,406 $ - $ - Other debt (5) $ 881 $ 912 Letters of credit (5) $ 5,862 $ 5,862 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-1 Loans was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (2) The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (3) The Company utilizes a Level 2 valuation input based upon the market trading prices of the Senior Notes to compute the fair value as these Senior Notes are traded in the debt securities market. The Senior Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (4) The Company utilizes a Level 2 valuation input based upon the market trading prices of the Notes to compute the fair value as these Notes are traded in the debt securities market. The Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (5) Investments Valued Under the Measurement Alternative There was no material change in the carrying value of the Company’s investments valued under the measurement alternative since the year ended December 31, 2018, other than as described below. During the second quarter of 2019, the Company purchased a minority ownership interest in AnalyticOwl, a company whose attribution platform facilitates tracking for broadcast advertising, for $ 1.5 million. The following table presents the Company’s investments valued under the measurement alternative: Investments Valued Under the Measurement Alternative September 30, December 31, 2019 2018 (amounts in thousands) Investment balance before cumulative impairment as of January 1, $ 11,205 $ 9,955 Accumulated impairment as of January 1, - - Investment beginning balance after cumulative impairment as of January 1, 11,205 9,955 Acquisition of interest in a privately held company 1,500 1,250 Ending period balance $ 12,705 $ 11,205 |
ASSETS HELD FOR SALE AND DISCON
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations And Disposal Groups Abstract | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 13. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS Assets Held for Sale Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Additionally, the Company determined that these assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. As of December 31, 2018, the Company entered into an agreement with a third party to dispose of land and land improvements, buildings and equipment. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of approximately $ 19.6 million. In the first quarter of 2019, the Company completed this sale for $ 24.5 million in cash. The Company recognized a gain on the sale, net of sales commissions and other expenses, of approximately $ 4.5 million. On February 13, 2019, the Company entered into an agreement with Cumulus Media Inc. (“Cumulus”) under which the Company exchanged three of its stations in Indianapolis, Indiana for two Cumulus stations in Springfield, Massachusetts, and one Cumulus station in New York City, New York. The Company and Cumulus began programming the respective stations under an LMA on March 1, 2019. The Company conducted an analysis and determined the assets exchanged to Cumulus met the criteria to be classified as held for sale at March 31, 2019. The exchange transaction (the “Cumulus Exchange”) closed in the second quarter of 2019 and the Company recognized a loss on the exchange of approximately $ 1.8 million. On May 1, 2019, the Company entered into an agreement with a third party to dispose of land, buildings, equipment and a broadcasting license in Victor Valley, California. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at June 30, 2019. In aggregate, these assets had a carrying value of $ 1.1 million. The sale closed in the third quarter of 2019 and the Company recognized a loss of $ 0.1 million. On May 9, 2019, the Company entered into an agreement with a third party to dispose of land and buildings in Miami, Florida. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at June 30, 2019. In aggregate, these assets had a carrying value of $ 2.2 million. The sale closed in the third quarter of 2019 and the Company recognized a loss of $ 0.1 million. During the third quarter of 2019, the Company entered into negotiations with a third party to dispose of land and buildings in Miami, Florida. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at September 30, 2019. In aggregate, these assets have a carrying value of $ 1.9 million. This transaction is expected to close in the fourth quarter of 2019. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This is considered a Level 3 measurement. The major categories of these assets held for sale are as follows: Assets Held for Sale September 30, 2019 December 31, 2018 (amounts in thousands) Land and land improvements $ 1,208 $ 2,645 Building 683 1,053 Equipment - 15,905 Net property and equipment 1,891 19,603 Net assets held for sale $ 1,891 $ 19,603 Discontinued Operations The results of operations for several radio stations acquired from CBS, which were never a part of the Company’s continuing operations as these radio stations have been disposed, were classified as discontinued operations for the period commencing after the Merger. Refer to Note 2, Business Combinations, for additional information on the Bonneville Transaction. The following table presents the results of operations of the discontinued operations: Nine Months Ended September 30, 2019 2018 (amounts in thousands) Net time brokerage agreement (income) fees - 2,239 Income before income taxes - 2,239 Income taxes - 709 Income from discontinued operations, net of income taxes $ - $ 1,530 Three Months Ended September 30, 2019 2018 (amounts in thousands) Net time brokerage agreement income - 644 Income before income taxes - 644 Income taxes - 286 Income from discontinued operations, net of income taxes $ - $ 358 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders Equity Note [Abstract] | |
Stockholders Equity Note Disclosure Text Block | 14. 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 following table presents the amounts accrued and unpaid on unvested RSUs: Dividend Equivalent Liabilities Balance Sheet September 30, December 31, Location 2019 2018 (amounts in thousands) Short-term Other current liabilities $ 771 $ 1,279 Long-term Other long-term liabilities 988 1,041 Total $ 1,759 $ 2,320 Employee Stock Purchase Plan The Company’s Entercom Employee Stock Purchase Plan (the “ESPP”) allows participants to purchase the Company’s stock at a price equal to 85% of the market value of such shares on the purchase date. The maximum number of shares authorized to be issued under the ESPP is 1.0 million. Pursuant to the ESPP, 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 the ESPP was designed to meet the requirements of Section 423(b) of the Code. The Company recognizes the 15% discount in the Company’s consolidated statements of operations as non-cash compensation expense. Pursuant to the CBS Radio Merger Agreement, the Company agreed not to issue or authorize any shares of its capital stock until the earlier of the termination of the CBS Radio Merger Agreement or the consummation of the Merger. As a result, the Company effectively suspended the ESPP during the second quarter of 2017. There were no Nine Months Ended September 30, 2019 2018 (amounts in thousands) Number of shares purchased 260 150 Non-cash compensation expense recognized $ 182 $ 185 Share Repurchase Program On November 2, 2017, the Company’s Board of Directors announced a share repurchase program (the “2017 Share Repurchase Program”) to permit the Company to purchase up to $ 100.0 million of the Company’s issued and outstanding shares of Class A common stock through open market purchases. Shares repurchased by the Company under the 2017 Share Repurchase Program will be at the discretion of the Company based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the Company’s Credit Facility and the Senior Notes. During the nine months ended September 30, 2019, the Company repurchased 5.0 million shares of Class A common stock at an aggregate average price of $ 3.67 per share for a total of $ 18.3 million under the 2017 Share Repurchase Program. |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure Abstract | |
Commitments And Contingencies Disclosure Text Block | 15. CONTINGENCIES AND COMMITMENTS Contingencies The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on February 27, 2019, except as described below. FCC Matter In January 2019, the Company received the first of three letters of inquiry from the FCC staff in response to a complaint from an individual who claimed to have purchased time on three Company stations in Buffalo but was not charged the lowest unit rate. The Company cooperated with the FCC in this matter and timely responded to these letters of inquiry, which also addressed the timeliness of the Company’s compliance with respect to the political file record keeping obligations for its Buffalo stations. On October 10, 2019, the Company met with the FCC staff and was advised that the lowest unit rate inquiry was concluded. At the same meeting, however, the FCC staff advised the Company that it had separately conducted a more extensive investigation into the timeliness of the Company’s compliance with respect to the political file record keeping obligations for all of the Company’s stations. The Company is in discussions with the FCC staff with respect to this investigation. The Company has assessed the FCC staff’s allegations with respect to the Company’s compliance with these filing obligations and the underlying facts and will continue to cooperate with the FCC and engage in discussions as to a potential conclusion or settlement of the matter. Given its preliminary nature, the Company is unable to reasonably estimate the ultimate outcome that will result from this matter at this time. The Company does not currently expect that the final resolution of this matter in future periods will have a material effect on the financial position of the Company and also has an immaterial impact on the current period. However, it is reasonably possible that such a resolution could have a material effect on the Company’s results of operations for a given reporting period. Like-Kind Exchange Proceeds During the third quarter of 2018, the Company disposed of certain property that the Company considered as surplus to its operations and that resulted in significant gains reportable for tax purposes. In order to minimize the tax impact on a certain portion of these taxable gains, the Company created an entity that serves as a QI for tax purposes and that held the net sales proceeds of $ 70.2 million. The net sales proceeds were deposited into the account of the QI to comply with requirements under Section 1031 of the Code to execute a like-kind exchange and were reflected as restricted cash on the Company consolidated balance sheet at December 31, 2018. The Company used a portion of these funds in a tax-free exchange by using the net sales proceeds from relinquished property for the purchase of replacement property. This QI was treated as a VIE and was included in the Company’s prior year consolidated financial statements as the Company was considered the primary beneficiary. Under Section 1031 of the Code, the property to be exchanged in the like-kind exchange was required to be received by the Company within 180 days. This period of time lapsed during the first quarter of 2019, at which point, the restrictions on the cash balances were released. As a result, the Company does not present restricted cash on its balance sheet at September 30, 2019. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet that aggregate to the total of the same such amounts shown in the consolidated statement of cash flows: Cash, Cash Equivalents and Restricted Cash September 30, December 31, 2019 2018 (amounts in thousands) Cash and cash equivalents $ 45,335 $ 122,893 Restricted cash - 69,365 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 45,335 $ 192,258 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events Abstract | |
Schedule Of Subsequent Events Text Block | 16. SUBSEQUENT EVENTS Events occurring after September 30, 2019, 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 October 16, 2019, the Company acquired the remaining interest in Cadence13 (“Cadence13”), a leading creator of premium, personality-based podcasts and other on-demand audio content for $ 24.3 million in cash. As a result, Cadence13 became a wholly-owned subsidiary of the Company. The Company previously purchased a minority ownership interest in Cadence13 in July 2017. The initial accounting for this acquisition is incomplete due to the proximity of the acquisition date to the time of this filing. The Company is unable to provide the amounts recognized as of the acquisition date. This information will be included in future filings. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies Abstract | |
Principles Of Consolidation | 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 include 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 financial 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, 2018, and filed with the SEC on February 27, 2019, 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. The Company considers the applicability of any variable interest entities (“VIEs”) that are required to be consolidated by the primary beneficiary. As of September 30, 2019, there were no VIEs requiring consolidation in these financial statements. As of December 31, 2018, there was one VIE that required consolidation in these financial statements. During 2018, the Company entered into an agreement with a third party qualified intermediary (“QI”), under which the Company was primarily responsible for the oversight and completion of certain construction projects. This agreement related to the creation of leasehold improvement assets on property that had already been made available for tenant use. The Company believed it was the primary beneficiary of the VIE as the Company had the power to direct the activities that were most significant to the VIE and the Company had the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement. The use of a QI in a like-kind exchange enabled the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange was required to be received by the Company within 180 days. This period of time lapsed during the first quarter of 2019, at which point, the Company acquired the interests of the QI. This arrangement effectively transformed the QI from a consolidated VIE to a consolidated subsidiary of the Company. Total results of operations of the VIE for the three and nine months ended September 30, 2019 and September 30, 2018 were not significant. The consolidated VIE had a material amount of cash as of December 31, 2018, which was reflected as restricted cash on the consolidated balance sheet. Restrictions on these deposits lapsed during the first quarter of 2019. As a result, the Company does not have restricted cash at September 30, 2019. The VIE had no other assets or liabilities as of December 31, 2018. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors. Refer to Note 15, Contingencies And Commitments, for additional information. There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s financial statements contained in its Form 10-K for the year ended December 31, 2018, that was filed with the SEC on February 27, 2019, other than as described below. |
Leases policy | Leasing Transactions As discussed above, the Company implemented the amended accounting guidance for leasing transactions on January 1, 2019. There was no impact to previously reported results of operations for any interim period. The most significant impact of the adoption of the new leasing guidance was the recognition of ROU assets and lease liabilities for operating leases on the balance sheet of $ 288.7 million and $ 306.2 million, respectively, on January 1, 2019. The difference between the ROU assets and lease liabilities recorded upon implementation is primarily attributable to deferred rent balances and unfavorable lease liabilities which were combined and presented net within the ROU assets. Refer to Note 4, Leases, for additional information. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year’s notes to the consolidated financial statements to conform to the presentation in the current year, which did not have a material impact on the Company’s previously reported financial statements. |
New Accounting Pronouncements and Changes in Accounting Principles | Changes in Accounting Policies In February 2016, the accounting guidance was modified to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The new guidance was effective for the Company as of January 1, 2019. The Company implemented the new leasing guidance using a modified retrospective approach at the beginning of the period of adoption with a cumulative-effect adjustment to its accumulated deficit. Refer to Note 4, Leases, for additional information. During the quarter ended June 30, 2019, the Company voluntarily changed the date of its annual broadcasting license and goodwill impairment test dates from April 1 to December 1. This change represents a change in method of applying an accounting principle. Refer to Note 5, Intangible Assets And Goodwill, for additional information. 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, 2018, that was filed with the SEC on February 27, 2019) that might have a material impact on the Company’s financial position, results of operations or cash flows. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
NewAccountingPronouncementsAndChangesInAccountingPrinciplesAbstract | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Changes in Accounting Policies In February 2016, the accounting guidance was modified to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The new guidance was effective for the Company as of January 1, 2019. The Company implemented the new leasing guidance using a modified retrospective approach at the beginning of the period of adoption with a cumulative-effect adjustment to its accumulated deficit. Refer to Note 4, Leases, for additional information. During the quarter ended June 30, 2019, the Company voluntarily changed the date of its annual broadcasting license and goodwill impairment test dates from April 1 to December 1. This change represents a change in method of applying an accounting principle. Refer to Note 5, Intangible Assets And Goodwill, for additional information. 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, 2018, that was filed with the SEC on February 27, 2019) that might have a material impact on the Company’s financial position, results of operations or cash flows. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Restructuring charges table | Nine Months Ended September 30, 2019 2018 (amounts in thousands) Costs to exit duplicative contracts $ - $ 32 Workforce reduction 5,283 2,338 Other restructuring costs 670 649 Total restructuring charges $ 5,953 $ 3,019 Three Months Ended September 30, 2019 2018 (amounts in thousands) Costs to exit duplicative contracts $ - $ ( 478) Workforce reduction 1,489 1,410 Other restructuring costs 88 ( 80) Total restructuring charges $ 1,577 $ 852 |
Schedule of Restrucutring Reserve table | Nine Months Twelve Months Ended Ended September 30, December 31, 2019 2018 (amounts in thousands) Restructuring charges and lease abandonment costs, beginning balance $ 7,077 $ 16,086 Additions resulting from the integration of CBS Radio 5,953 5,830 Payments ( 7,553) ( 14,839) Restructuring charges and lease abandonment costs unpaid and outstanding 5,477 7,077 Restructuring charges and lease abandonment costs - noncurrent portion ( 188) ( 988) Restructuring charges and lease abandonment costs - current portion $ 5,289 $ 6,089 |
Schedule of unaudited pro forma summary of financial information table | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 (amounts in thousands except share and per share data) Pro Forma Pro Forma Pro Forma Pro Forma Net revenues $ 386,141 $ 383,975 $ 1,078,270 $ 1,064,123 Income (loss) from continuing operations $ 38,208 $ 38,693 $ 68,258 $ 27,140 Income (loss) from discontinued operations $ - $ 358 $ - $ 1,530 Net income (loss) available to the Company $ 38,208 $ 39,051 $ 68,258 $ 28,670 Net income (loss) available to common shareholders $ 38,208 $ 39,051 $ 68,258 $ 28,670 Income (loss) from continuing operations per common share - basic $ 0.28 $ 0.28 $ 0.49 $ 0.20 Income (loss) from discontinued operations per common share - basic $ - $ - $ - $ 0.01 Net income (loss) available to common shareholders per common share - basic $ 0.28 $ 0.28 $ 0.49 $ 0.21 Income (loss) from continuing operations per common share - diluted $ 0.28 $ 0.28 $ 0.49 $ 0.19 Income (loss) from discontinued operations per common share - diluted $ - $ - $ - $ 0.01 Net income (loss) available to common shareholders per common share - diluted $ 0.28 $ 0.28 $ 0.49 $ 0.21 Weighted shares outstanding basic 136,449,453 138,740,243 137,944,486 138,901,037 Weighted shares outstanding diluted 136,452,995 139,102,560 138,295,091 139,684,890 |
Pineapple Street Media [Member] | |
Acquisition [Line Items] | |
Schedule of tangible and intangible assets acquired table | Useful Lives in Years Preliminary Value From To (amounts in thousands) Assets Accounts receivable $ 997 Pineapple Street Media brand 1,793 non-amortizing Goodwill 12,445 non-amortizing Total intangible and other assets 15,235 Total assets $ 15,235 Unearned revenue $ 238 Accounts payable 30 Total liabilities $ 268 Preliminary fair value of net assets acquired $ 14,967 |
2019 Cumulus Exchange [Member] | |
Acquisition [Line Items] | |
Schedule of tangible and intangible assets acquired table | Useful Lives in Years Preliminary Value From To (amounts in thousands) Assets Equipment $ 844 3 7 Total tangible property 844 Radio broadcasting licenses 19,576 non-amortizing Goodwill 2,080 non-amortizing Total intangible and other assets 21,656 Total assets $ 22,500 Preliminary fair value of net assets acquired $ 22,500 |
2018 Jerry Lee Transaction [Member] | |
Acquisition [Line Items] | |
Schedule of tangible and intangible assets acquired table | Final Value (amounts in thousands) Assets Equipment $ 981 Total tangible property 981 Advertising contracts 477 Radio broadcasting licenses 27,346 Goodwill 24,396 Net working capital 3,234 Total intangible and other assets 55,453 Total assets $ 56,434 Preliminary fair value of net assets acquired $ 56,434 |
2018 Emmis Acquisition [Member] | |
Acquisition [Line Items] | |
Schedule of tangible and intangible assets acquired table | Final Value (amounts in thousands) Assets Equipment $ 1,558 Total tangible property 1,558 Advertiser relationships 207 Advertising contracts 114 Radio broadcasting licenses 12,785 Goodwill 332 Other noncurrent assets 4 Total intangible and other assets 13,442 Total assets $ 15,000 Fair value of assets acquired $ 15,000 |
REVENUES (Tables)
REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenues [Abstract] | |
Contract Assets and Liabilities balances and chagnes Table | September 30, December 31, Description 2019 2018 (amounts in thousands) Receivables, included in "Accounts receivable net of allowance for doubtful accounts" $ 354,702 $ 330,983 Unearned revenue - current 16,113 22,692 Unearned revenue - noncurrent 2,130 1,138 Nine Months Ended September 30, 2019 Description Unearned Revenue (amounts in thousands) Beginning balance on January 1, 2019 $ 23,830 Revenue recognized during the period that was included in the beginning balance of contract liabilities ( 20,104) Additional amounts recognized during period 14,517 Ending balance $ 18,243 |
Disaggregation of Revenue Table | Nine Months Ended September 30, 2019 2018 Revenue by Source (amounts in thousands) Broadcast revenues $ 991,768 $ 963,118 Event and other revenues 71,754 77,252 Trade and barter revenues 12,289 10,822 Net revenues $ 1,075,811 $ 1,051,192 Three Months Ended September 30, 2019 2018 Revenue by Source (amounts in thousands) Broadcast revenues $ 356,683 $ 348,066 Event and other revenues 25,353 26,391 Trade and barter revenues 4,105 4,051 Net revenues $ 386,141 $ 378,508 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Components of lease expense table | Nine Months Ended September 30, Lease Cost 2019 (amounts in thousands) Operating lease cost $ 37,733 Variable lease cost 7,029 Short-term lease cost 182 Total lease cost $ 44,944 Three Months Ended September 30, Lease Cost 2019 (amounts in thousands) Operating lease cost $ 12,682 Variable lease cost 2,478 Short-term lease cost 5 Total lease cost $ 15,165 |
Supplemental cash flow information related to leases table | Nine Months Ended September 30, Description 2019 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 38,991 Right-of-use assets obtained in exchange for lease obligations Operating leases (1) $ 304,650 (1) ROU assets obtained in exchange for lease obligations include transition liabilities upon implementation of the amended leasing guidance, as well as new leases entered into during the nine months ended September 30, 2019. September 30, Description 2019 (amounts in thousands) Operating Leases Operating leases right-of-use assets $ 274,938 Operating lease liabilities (current) $ 36,543 Operating lease liabilities (noncurrent) 263,084 Total operating lease liabilities $ 299,627 Weighted Average Remaining Lease Term Operating leases 8 years Weighted Average Discount Rate Operating leases 4.9% |
Supplemental balance sheet informatin related to leases [Table Text Block] | September 30, Description 2019 (amounts in thousands) Operating Leases Operating leases right-of-use assets $ 274,938 Operating lease liabilities (current) $ 36,543 Operating lease liabilities (noncurrent) 263,084 Total operating lease liabilities $ 299,627 |
Operating lease maturities table | Lease Maturities Operating Leases (amounts in thousands) Years ending December 31: Remainder of 2019 $ 13,187 2020 51,488 2021 48,869 2022 43,753 2023 40,467 Thereafter 171,226 Total lease payments $ 368,990 Less: imputed interest ( 69,363) Total $ 299,627 |
Maturities of the Company's lease liabilities based on the former accounting guidance | Lease Maturities Operating Leases (amounts in thousands) Years ending December 31: 2019 $ 51,375 2020 50,504 2021 46,847 2022 41,457 2023 38,230 Thereafter 165,905 Total lease payments $ 394,318 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the changes in broadcasting license | Broadcasting Licenses Carrying Amount September 30, December 31, 2019 2018 (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,516,625 $ 2,649,959 Disposition of radio stations (See Notes 2, 13) ( 17,940) ( 24,901) Acquisition of radio stations (See Note 2) 19,576 40,131 Loss on impairment - ( 148,564) Ending period balance $ 2,518,261 $ 2,516,625 |
Schedule of changes in goodwill | Goodwill Carrying Amount September 30, December 31, 2019 2018 (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 982,663 $ 988,056 Accumulated loss on impairment as of January 1, ( 443,194) ( 126,056) Goodwill beginning balance after cumulative loss on impairment as of January 1, 539,469 862,000 Loss on impairment during year - ( 317,138) Dispositions (See Note 2) ( 4,862) ( 8,623) Acquisitions (See Note 2) 15,274 24,728 Measurement period adjustments to acquired goodwill - ( 21,498) Ending period balance $ 549,881 $ 539,469 |
OTHER CURRENT AND LONG-TERM LIA
OTHER CURRENT AND LONG-TERM LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Liabilities Disclosure Abstract | |
Schedule of Accounts Payable and Accrued Liabilities | Other Current Liabilities September 30, December 31, 2019 2018 (amounts in thousands) Accrued compensation $ 33,633 $ 31,192 Accounts receivable credits 5,579 5,743 Advertiser obligations 6,209 4,190 Accrued interest payable 21,736 6,007 Unearned revenue 16,113 22,692 Unfavorable lease liabilities - 2,852 Unfavorable sports liabilities 4,634 4,634 Accrued benefits 7,715 8,646 Non-income tax liabilities 6,883 6,748 Income taxes payable 18,977 10,558 Other 4,032 15,176 Total other current liabilities $ 125,511 $ 118,438 |
LONG-TERM DEBT LIABILITIES (Tab
LONG-TERM DEBT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-Term Debt September 30, December 31, 2019 2018 (amounts in thousands) Credit Facility Revolver, due November 17, 2022 $ 134,000 $ 180,000 Term B-1 Loan, due November 17, 2024 866,700 1,291,700 Plus unamortized premium 2,040 2,470 1,002,740 1,474,170 Notes 6.500% notes due May 1, 2027 325,000 - 325,000 - Senior Notes 7.250% senior unsecured notes, due October 17, 2024 400,000 400,000 Plus unamortized premium 12,338 14,158 412,338 414,158 Other debt 881 912 Total debt before deferred financing costs 1,740,959 1,889,240 Deferred financing costs (excludes the revolving credit) ( 17,003) ( 17,037) Total long-term debt $ 1,723,956 $ 1,872,203 Outstanding standby letters of credit $ 5,862 $ 5,862 |
Schedule Of Net Interest Expense | Net Interest Expense Nine Months Ended September 30, 2019 2018 (amounts in thousands) Interest expense $ 76,190 $ 74,870 Amortization of deferred financing costs 2,227 2,389 Amortization of original issue discount (premium) of senior notes ( 2,248) ( 2,147) Interest income and other investment income ( 749) ( 79) Total net interest expense $ 75,420 $ 75,033 Net Interest Expense Three Months Ended September 30, 2019 2018 (amounts in thousands) Interest expense $ 25,203 $ 25,911 Amortization of deferred financing costs 755 798 Amortization of original issue discount (premium) of senior notes ( 678) ( 715) Interest income and other investment income ( 24) ( 71) Total net interest expense $ 25,256 $ 25,923 |
DERIVATIVES AND HEDGING ACTIV_2
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure Abstract | |
Schedule of derivatives outstanding | Type Fixed Notional Amount Of Notional Effective LIBOR Expiration Amount After Hedge Amount Date Collar Rate Date Decreases Decrease (amounts (amounts in millions) in millions) [ ] Jun. 29, 2020 $ 460.0 Cap 2.75% Jun. 28, 2021 $ 340.0 Collar $ 560.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2022 $ 220.0 Jun. 28, 2023 $ 90.0 Total $ 560.0 |
Schedule of the gains (losses) related to the Company's cash flow hedge | Accumulated Derivative Gain (Loss) September 30, December 31, Description 2019 2018 (amounts in thousands) Accumulated derivative unrealized gain (loss) $ ( 577) $ - Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations Nine Months Ended September 30, 2019 2018 2019 2018 (amounts in thousands) $ ( 577) $ - $ - $ - Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations Three Months Ended September 30, 2019 2018 2019 2018 (amounts in thousands) $ ( 353) $ - $ - $ - |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | |
Schedule of Earnings Per Share Reconciliation [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income available to the Company - continuing operations $ 38,208 $ 36,590 $ 67,323 $ 23,981 Net income available to common shareholders from continuing operations 38,208 36,590 67,323 23,981 Income (loss) from discontinued operations, net of tax - 358 - 1,530 Net income (loss) available to common shareholders $ 38,208 $ 36,948 $ 67,323 $ 25,511 Denominator Basic weighted average shares outstanding 136,449 138,740 137,944 138,901 Net Income (Loss) Per Common Share - Basic: Net income (loss) from continuing operations per share available to common shareholders - Basic $ 0.28 $ 0.26 $ 0.49 $ 0.17 Net income (loss) from discontinued operations per share available to common shareholders - Basic $ - $ - $ - $ 0.01 Net income (loss) per share available to common shareholders - Basic $ 0.28 $ 0.27 $ 0.49 $ 0.18 Diluted Income (Loss) Per Share Numerator Net income available to the Company - continuing operations $ 38,208 $ 36,590 $ 67,323 $ 23,981 Net income available to common shareholders from continuing operations 38,208 36,590 67,323 23,981 Income (loss) from discontinued operations, net of tax - 358 - 1,530 Net income (loss) available to common shareholders $ 38,208 $ 36,948 $ 67,323 $ 25,511 Denominator Basic weighted average shares outstanding 136,449 138,740 137,944 138,901 Effect of RSUs and options under the treasury stock method 4 362 351 784 Diluted weighted average shares outstanding 136,453 139,102 138,295 139,685 Net Income (Loss) Per Common Share - Diluted: Net income (loss) from continuing operations per share available to common shareholders - Diluted $ 0.28 $ 0.26 $ 0.49 $ 0.17 Net income (loss) from discontinued operations per share available to common shareholders - Diluted $ - $ - $ - $ 0.01 Net income (loss) per share available to common shareholders - Diluted $ 0.28 $ 0.27 $ 0.49 $ 0.18 |
Equity Award Impact Schedule | Three Months Ended Nine Months Ended September 30, September 30, Impact Of Equity Issuances 2019 2018 2019 2018 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 545 563 549 565 Price range of options: from $ 6.43 $ 9.66 $ 6.43 $ 9.66 Price range of options: to $ 13.98 $ 13.98 $ 13.98 $ 13.98 RSUs with service conditions 3,555 1,586 1,939 1,415 RSUs excluded with service and market conditions as market conditions not met 70 226 70 226 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments Abstract | |
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 September 30, Period Ended Units Price Term (Years) 2019 (amounts in thousands) RSUs outstanding as of: December 31, 2018 3,685 RSUs awarded 1,696 RSUs released ( 1,373) RSUs forfeited ( 310) RSUs outstanding as of: September 30, 2019 3,698 $ - 1.5 $ 12,576 RSUs vested and expected to vest as of: September 30, 2019 3,698 $ - 1.5 $ 12,575 RSUs exercisable (vested and deferred) as of: September 30, 2019 41 $ - - $ 141 Weighted average remaining recognition period in years 2.4 Unamortized compensation expense $ 22,392 |
Schedule Of Restricted Stock Units Market Based | Nine Months Year Ended Ended September 30, December 31, 2019 2018 (amounts in thousands, except per share data) Reconciliation of RSUs with Service and Market Conditions Beginning of period balance 226 650 Number of RSUs granted - - Number of RSUs forfeited ( 156) ( 110) Number of RSUs vested - ( 314) End of period balance 70 226 Weighted average fair value of RSUs granted with market conditions $ - $ - |
Schedule Of Other Options Dislcosure | Nine Months Ended September 30, Option Exercise Data 2019 2018 (amounts in thousands) Intrinsic value of options exercised $ 1,272 $ 418 Tax benefit from options exercised (1) $ 73 $ 111 Cash received from exercise price of options exercised $ 244 $ 68 (1) Amounts exclude any impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes. |
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 September 30, Period Ended Options Price Term (Years) 2019 Options outstanding as of: December 31, 2018 755,210 $ 9.42 Options granted - - Options exercised ( 180,300) 1.34 Options forfeited - - Options expired ( 29,828) 10.53 Options outstanding as of: September 30, 2019 545,082 $ 12.03 1.1 $ - Options vested and expected to vest as of: September 30, 2019 545,082 $ 12.03 1.1 $ - Options vested and exercisable as of: September 30, 2019 545,082 $ 12.03 1.1 $ - Weighted average remaining recognition period in years - Unamortized compensation expense $ - |
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 September 30, Contractual Exercise September 30, Exercise From To 2019 Life Price 2019 Price $ 6.43 $ 9.66 204,375 1.1 $ 9.62 204,375 $ 9.62 $ 13.11 $ 13.98 340,707 1.1 $ 13.48 340,707 $ 13.48 $ 6.43 $ 13.98 545,082 1.1 $ 12.03 545,082 $ 12.03 |
Schedule of recognized stock-based compensation expense | Nine Months Ended September 30, 2019 2018 (amounts in thousands) Station operating expenses $ 3,765 $ 5,295 Corporate general and administrative expenses 6,521 6,126 Stock-based compensation expense included in operating expenses 10,286 11,421 Income tax benefit (1) 2,258 2,385 After-tax stock-based compensation expense $ 8,028 $ 9,036 Three Months Ended September 30, 2019 2018 (amounts in thousands) Station operating expenses $ 1,107 $ 1,653 Corporate general and administrative expenses 2,234 2,116 Stock-based compensation expense included in operating expenses 3,341 3,769 Income tax benefit (1) 770 787 After-tax stock-based compensation expense $ 2,571 $ 2,982 1. Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures Abstract | |
Schedule of recurring fair value measurements | Fair Value Measurements At Reporting Date Quoted prices Significant Significant Measured at Balance at in active other observable unobservable Net Asset Value September 30, markets inputs inputs as a Practical Description 2019 Level 1 Level 2 Level 3 Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 31,150 $ 23,746 $ - $ - $ 7,404 Interest Rate Cash Flow Hedge (3) $ 784 $ - $ 784 $ - $ - Quoted prices Significant Significant Measured at Balance at in active other observable unobservable Net Asset Value December 31, markets inputs inputs as a Practical Description 2018 Level 1 Level 2 Level 3 Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 30,928 $ 23,476 $ - $ - $ 7,452 (1) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. (2) The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy. (3) The Company’s interest rate collar, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity. |
Schedule Of Carrying Value Of Financial Instruments | September 30, December 31, 2019 2018 Carrying Fair Carrying Fair Value Value Value Value (amounts in thousands) Term B Loans (1) $ 866,700 $ 867,783 $ 1,291,700 $ 1,243,261 Revolver (2) $ 134,000 $ 134,000 $ 180,000 $ 180,000 Senior Notes (3) $ 400,000 $ 415,500 $ 400,000 $ 378,000 Notes (4) $ 325,000 $ 338,406 $ - $ - Other debt (5) $ 881 $ 912 Letters of credit (5) $ 5,862 $ 5,862 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-1 Loans was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (2) The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (3) The Company utilizes a Level 2 valuation input based upon the market trading prices of the Senior Notes to compute the fair value as these Senior Notes are traded in the debt securities market. The Senior Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (4) The Company utilizes a Level 2 valuation input based upon the market trading prices of the Notes to compute the fair value as these Notes are traded in the debt securities market. The Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (5) |
Schedule of Cost Method Investments Table Text Block | Investments Valued Under the Measurement Alternative September 30, December 31, 2019 2018 (amounts in thousands) Investment balance before cumulative impairment as of January 1, $ 11,205 $ 9,955 Accumulated impairment as of January 1, - - Investment beginning balance after cumulative impairment as of January 1, 11,205 9,955 Acquisition of interest in a privately held company 1,500 1,250 Ending period balance $ 12,705 $ 11,205 |
ASSETS HELD FOR SALE AND DISC_2
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Disclosure Of Long Lived Assets Held For Sale [Text Block] | Assets Held for Sale September 30, 2019 December 31, 2018 (amounts in thousands) Land and land improvements $ 1,208 $ 2,645 Building 683 1,053 Equipment - 15,905 Net property and equipment 1,891 19,603 Net assets held for sale $ 1,891 $ 19,603 |
Discontinued Operations | Nine Months Ended September 30, 2019 2018 (amounts in thousands) Net time brokerage agreement (income) fees - 2,239 Income before income taxes - 2,239 Income taxes - 709 Income from discontinued operations, net of income taxes $ - $ 1,530 Three Months Ended September 30, 2019 2018 (amounts in thousands) Net time brokerage agreement income - 644 Income before income taxes - 644 Income taxes - 286 Income from discontinued operations, net of income taxes $ - $ 358 |
SHAREHOLDER'S EQUITY (Tables)
SHAREHOLDER'S EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders Equity Note [Abstract] | |
Schedule of dividends payable on unvested restricted stock units | Dividend Equivalent Liabilities Balance Sheet September 30, December 31, Location 2019 2018 (amounts in thousands) Short-term Other current liabilities $ 771 $ 1,279 Long-term Other long-term liabilities 988 1,041 Total $ 1,759 $ 2,320 |
ESPP Shares Purchased and Non-Cash Comp Expense | Nine Months Ended September 30, 2019 2018 (amounts in thousands) Number of shares purchased 260 150 Non-cash compensation expense recognized $ 182 $ 185 |
CONTINGENCIES, GUARANTOR ARRANG
CONTINGENCIES, GUARANTOR ARRANGEMENTS AND COMMITMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restricted Cash And Cash Equivalents Items [Line Items] | |
Schedule Of Restricted Cash And Cash Equivalents [Table Text Block] | Cash, Cash Equivalents and Restricted Cash September 30, December 31, 2019 2018 (amounts in thousands) Cash and cash equivalents $ 45,335 $ 122,893 Restricted cash - 69,365 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 45,335 $ 192,258 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leasing transactions | |||
Operating Lease ROU Asset | $ 274,938 | $ 288,700 | $ 0 |
Operating lease liability | $ 299,627 | $ 306,200 |
BUSINESS COMBINATIONS - NARRATI
BUSINESS COMBINATIONS - NARRATIVES (Details) $ in Thousands | Jul. 19, 2019USD ($) | May 09, 2019USD ($) | Sep. 27, 2018USD ($) | Aug. 02, 2018USD ($) | Jul. 18, 2018USD ($) | Apr. 30, 2018USD ($) | Nov. 17, 2017USD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Nov. 01, 2017number |
Acquisition [Line Items] | ||||||||||||||
Proceeds from sale of certain assets of WXTU-FM | $ 70,200 | |||||||||||||
Purchase price in cash | $ 15,767 | $ 71,434 | ||||||||||||
Restructuring costs | $ 689 | $ 2,761 | $ 3,280 | $ 21,984 | ||||||||||
WXTU Transaction disposition [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Proceeds from sale of certain assets of WXTU-FM | $ 38,000 | |||||||||||||
Gain Loss On Sale Of Business | $ 4,400 | |||||||||||||
Bonneville transaction disposal of eight radio stations [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Proceeds from sale of certain assets of WXTU-FM | $ 141,000 | |||||||||||||
Gain Loss On Sale Of Business | $ 400 | |||||||||||||
Number of radio stations disposed | number | 8 | |||||||||||||
Pineapple Street Media [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Purchase price, business acquisition | $ 14,000 | |||||||||||||
2019 Cumulus Exchange [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Gain Loss On Sale Of Business | $ 1,800 | |||||||||||||
2019 Cumulus Exchange [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Business combination assets acquired measurement input | 1.00% | |||||||||||||
2019 Cumulus Exchange [Member] | Measurement Input, Discount Rate [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Business combination assets acquired measurement input | 9.00% | |||||||||||||
2018 Jerry Lee Transaction [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Purchase price in cash | $ 57,500 | |||||||||||||
2018 Jerry Lee Transaction [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Business combination assets acquired measurement input | 1.00% | |||||||||||||
2018 Jerry Lee Transaction [Member] | Measurement Input, Discount Rate [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Business combination assets acquired measurement input | 9.00% | |||||||||||||
2018 Emmis Acquisition [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Purchase price in cash | $ 15,000 | |||||||||||||
2018 Emmis Acquisition [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Business combination assets acquired measurement input | 1.00% | |||||||||||||
2018 Emmis Acquisition [Member] | Measurement Input, Discount Rate [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Business combination assets acquired measurement input | 9.00% | |||||||||||||
2017 CBS Radio Business Acquisition [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Purchase price, business acquisition | $ 2,560,000 | |||||||||||||
Total equity consideration | 1,170,000 | |||||||||||||
Assumed debt | $ 1,390,000 | |||||||||||||
2017 CBS Radio Business Acquisition [Member] | Common Class A [Member] | ||||||||||||||
Acquisition [Line Items] | ||||||||||||||
Shares Issued Pursuant to Acquisition | shares | 101,407,494 |
BUSINESS COMBINATIONS - Prelimi
BUSINESS COMBINATIONS - Preliminary purchase price allocations (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||||
Sep. 30, 2019 | Jul. 19, 2019 | May 09, 2019 | Dec. 31, 2018 | Sep. 27, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | |
Acquisition [Line Items] | |||||||
Goodwill | $ 549,881 | $ 539,469 | $ 862,000 | ||||
Pineapple Street Media [Member] | |||||||
Acquisition [Line Items] | |||||||
Accounts receivable | $ 997 | ||||||
Goodwill | 12,445 | ||||||
Total intangible and other assets | 15,235 | ||||||
Total assets | 15,235 | ||||||
Accounts payable | 30 | ||||||
Unearned revenue | 238 | ||||||
Total liabilities | 268 | ||||||
Preliminary fair value of net assets acquired | 14,967 | ||||||
Pineapple Street Media [Member] | Brandname [Member] | |||||||
Acquisition [Line Items] | |||||||
Intangible Assets, Other than Goodwill | $ 1,793 | ||||||
2019 Cumulus Exchange [Member] | |||||||
Acquisition [Line Items] | |||||||
Total tangible property | $ 844 | ||||||
Goodwill | 2,080 | ||||||
Total intangible and other assets | 21,656 | ||||||
Total assets | 22,500 | ||||||
Preliminary fair value of net assets acquired | 22,500 | ||||||
2019 Cumulus Exchange [Member] | Equipment [Member] | |||||||
Acquisition [Line Items] | |||||||
Total tangible property | 844 | ||||||
2019 Cumulus Exchange [Member] | Equipment [Member] | Minimum [Member] | |||||||
Acquisition [Line Items] | |||||||
Useful lives in years | 3 years | ||||||
2019 Cumulus Exchange [Member] | Equipment [Member] | Maximum [Member] | |||||||
Acquisition [Line Items] | |||||||
Useful lives in years | 7 years | ||||||
2019 Cumulus Exchange [Member] | Radio broadcasting licenses [Member] | |||||||
Acquisition [Line Items] | |||||||
Intangible Assets, Other than Goodwill | $ 19,576 | ||||||
2018 Emmis Acquisition [Member] | |||||||
Acquisition [Line Items] | |||||||
Total tangible property | $ 1,558 | ||||||
Goodwill | 332 | ||||||
Other noncurrent assets | 4 | ||||||
Total intangible and other assets | 13,442 | ||||||
Total assets | 15,000 | ||||||
Preliminary fair value of net assets acquired | 15,000 | ||||||
2018 Emmis Acquisition [Member] | Equipment [Member] | |||||||
Acquisition [Line Items] | |||||||
Total tangible property | 1,558 | ||||||
2018 Emmis Acquisition [Member] | Advertising contracts [Member] | |||||||
Acquisition [Line Items] | |||||||
Intangible Assets, Other than Goodwill | 114 | ||||||
2018 Emmis Acquisition [Member] | Radio broadcasting licenses [Member] | |||||||
Acquisition [Line Items] | |||||||
Intangible Assets, Other than Goodwill | 12,785 | ||||||
2018 Emmis Acquisition [Member] | Advertiser relationships [Member] | |||||||
Acquisition [Line Items] | |||||||
Intangible Assets, Other than Goodwill | $ 207 | ||||||
2018 Jerry Lee Transaction [Member] | |||||||
Acquisition [Line Items] | |||||||
Total tangible property | $ 981 | ||||||
Goodwill | 24,396 | ||||||
Net working capital acquired | 3,234 | ||||||
Total intangible and other assets | 55,453 | ||||||
Total assets | 56,434 | ||||||
Preliminary fair value of net assets acquired | 56,434 | ||||||
2018 Jerry Lee Transaction [Member] | Equipment [Member] | |||||||
Acquisition [Line Items] | |||||||
Total tangible property | 981 | ||||||
2018 Jerry Lee Transaction [Member] | Advertising contracts [Member] | |||||||
Acquisition [Line Items] | |||||||
Intangible Assets, Other than Goodwill | 477 | ||||||
2018 Jerry Lee Transaction [Member] | Radio broadcasting licenses [Member] | |||||||
Acquisition [Line Items] | |||||||
Intangible Assets, Other than Goodwill | $ 27,346 |
BUSINESS COMBINATIONS - Restruc
BUSINESS COMBINATIONS - Restructuring charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 1,577 | $ 852 | $ 5,953 | $ 3,019 |
Costs to exit duplicative contracts [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 0 | (478) | 0 | 32 |
Workforce reduction [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 1,489 | 1,410 | 5,283 | 2,338 |
Other restructuring costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 88 | $ (80) | $ 670 | $ 649 |
BUSINESS COMBINATIONS - Accrued
BUSINESS COMBINATIONS - Accrued Restructuring (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Restructuring Reserve [Abstract] | ||
Restructuring charges, beginning balance | $ 7,077 | $ 16,086 |
Additions resulting from the integration of CBS Radio | 5,953 | 5,830 |
Payments | (7,553) | (14,839) |
Restructuring charges, ending balance | 5,477 | 7,077 |
Restructuring charges and lease abandonment costs - noncurrent portion | (188) | (988) |
Restructuring charges and lease abandonment costs - current portion | $ 5,289 | $ 6,089 |
BUSINESS COMBINATIONS - Porform
BUSINESS COMBINATIONS - Porforma summary of financials (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Unaudited Pro Forma Summary Of Financial Information | ||||
Net revenues | $ 386,141 | $ 383,975 | $ 1,078,270 | $ 1,064,123 |
Income (loss) from continuing operations | 38,208 | 38,693 | 68,258 | 27,140 |
Income (loss) from discontinued operations, net of income taxes (benefit) | 0 | 358 | 0 | 1,530 |
Net income (loss) available to the company | 38,208 | 39,051 | 68,258 | 28,670 |
Net income (loss) available to common shareholders | $ 38,208 | $ 39,051 | $ 68,258 | $ 28,670 |
Income (loss) from continuing operations per common share basic | $ 0.28 | $ 0.28 | $ 0.49 | $ 0.20 |
Income (loss) from discontinued operations per common share - basic | 0 | 0 | 0 | 0.01 |
Net income (loss) available to common shareholders per common share - basic | 0.28 | 0.28 | 0.49 | 0.21 |
Income (loss) from continuing operations per common share - diluted | 0.28 | 0.28 | 0.49 | 0.19 |
Income (loss) from discontinued operations per common share - diluted | 0 | 0 | 0 | 0.01 |
Net income (loss) available to common shareholders per common share - diluted | $ 0.28 | $ 0.28 | $ 0.49 | $ 0.21 |
Weighted shares outstanding basic | 136,449,453 | 138,740,243 | 137,944,486 | 138,901,037 |
Weighted Average Shares Outstanding Diluted | 136,452,995 | 139,102,560 | 138,295,091 | 139,684,890 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Contract With Customer Asset And Liability [Abstract] | ||
Receivables, included in "Accounts receivable net of allowance for doubtful accounts" | $ 354,702 | $ 330,983 |
Deferred Revenue, Current | 16,113 | 22,692 |
Deferred Revenue, Noncurrent | 2,130 | 1,138 |
Receivables Not Generated From ustomers | 8,400 | $ 11,800 |
Significant changes in the contract liabilities balances | ||
Beginning balance | 23,830 | |
Revenue recognized during the period that was included in the beginning balance of contract liabilities | (20,104) | |
Additional amounts recognized | 14,517 | |
Ending balance | $ 18,243 | |
Revenue, Performance Obligation Satisfied over Time [Abstract] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Explanation | The Company has contracts with customers which will result in the recognition of revenue beyond one year. | |
Remaining revenue expeted to be recognized in excess of one year | $ 2,100 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 386,141 | $ 378,508 | $ 1,075,811 | $ 1,051,192 |
Broadcast revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 356,683 | 348,066 | 991,768 | 963,118 |
Event and other revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 25,353 | 26,391 | 71,754 | 77,252 |
Trade and barter revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 4,105 | $ 4,051 | $ 12,289 | $ 10,822 |
LEASES - Components of lease ex
LEASES - Components of lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | |
Lease cost: | ||||
Operating Lease Cost | $ 12,682 | $ 37,733 | ||
Variable Lease Cost | 2,478 | 7,029 | ||
Short Term Lease Cost | 5 | 182 | ||
Total lease cost | $ 15,165 | $ 44,944 | ||
Cumulative gain from sale and leaseback transactions recognized | $ 4,700 | |||
Tax on gain of sales lease buyback transaction | $ 1,700 | |||
Minimum [Member] | ||||
Lessee Operating Lease Renewal Term | 1 year | 1 year | ||
Maximum [Member] | ||||
Lessee Operating Lease Renewal Term | 30 years | 30 years |
LEASES - Supplemental informati
LEASES - Supplemental information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |||
Operating cash flows from operating leases | $ 38,991 | ||
ROU Asset obtained in exchange for lease obligation | 304,650 | ||
Supplemental balance sheet information [Abstract] | |||
Operating leases right-of-use assets | 274,938 | $ 288,700 | $ 0 |
Operating lease liabilities (current) | 36,543 | 0 | |
Operating lease liabilities (noncurrent) | 263,084 | $ 0 | |
Total opearting lease Liabilities | $ 299,627 | $ 306,200 | |
Weighted Average Remaining Lease Term - Operating | 8 years | ||
Weighted Average Discount Rate - Operating | 4.90% |
LEASES - Lease maturities (Deta
LEASES - Lease maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
OperatingLeaseLiabilitiesPaymentsDueAbstract | |||
Due in Remainder of Year | $ 13,187 | ||
Due in 2020 | 51,488 | ||
Due in 2021 | 48,869 | ||
Due in 2022 | 43,753 | ||
Due in 2023 | 40,467 | ||
Due Thereafter | 171,226 | ||
Total Lease Payments | 368,990 | ||
Less Imputed Interest | (69,363) | ||
Total lease Liability | $ 299,627 | $ 306,200 | |
Lease liabilities based on former accounting guidance for leases: | |||
Due in 2019 | $ 51,375 | ||
Due in 2020 | 50,504 | ||
Due in 2021 | 46,847 | ||
Due in 2022 | 41,457 | ||
Due in 2023 | 38,230 | ||
Due Thereafter | 165,905 | ||
Total Minimum Lease Payments | $ 394,318 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Changes in carrying value of broadcasting licenses (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Changes in Intangible assets [Line Items] | ||
Assets held for sale | $ (1,891) | $ (19,603) |
Radio Broadcasting Licences [Member] | ||
Changes in Intangible assets [Line Items] | ||
Beginning of period balance | 2,516,625 | 2,649,959 |
Impairment loss | 0 | (148,564) |
Ending period balance | 2,518,261 | 2,516,625 |
Radio Broadcasting Licences [Member] | Cumulus Exchange [Member] | ||
Changes in Intangible assets [Line Items] | ||
Dispositions | (17,940) | (24,901) |
Radio Broadcasting Licences [Member] | 2019 Cumulus Exchange [Member] | ||
Changes in Intangible assets [Line Items] | ||
Beginning of period balance | 2,516,625 | |
Acquisition of radio stations | $ 19,576 | 40,131 |
Ending period balance | $ 2,516,625 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Changes in goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||||
Goodwill before cumulative loss on impairment | $ 982,663 | $ 982,663 | $ 988,056 | |
Accumulated loss on impairment | 443,194 | 443,194 | $ 126,056 | |
Beginning balance after cumulative loss on impairment | $ 539,469 | 862,000 | ||
Loss on impairment during the year | (317,100) | 0 | (317,138) | |
Measurement period adjustments to acquired goodwill | 0 | (21,498) | ||
Ending balance | $ 539,469 | 549,881 | 539,469 | |
Cumulus Exchange [Member] | ||||
Goodwill [Line Items] | ||||
Disposition of radio stations | (4,862) | (8,623) | ||
Cumulus Exchange [Member] | ||||
Goodwill [Line Items] | ||||
Acquisition of rasdio stations | $ 15,274 | $ 24,728 |
OTHER CURRENT AND LONG-TERM L_2
OTHER CURRENT AND LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 33,633 | $ 31,192 |
Accounts receivable credits | 5,579 | 5,743 |
Advertiser obligations | 6,209 | 4,190 |
Accrued interest payable | 21,736 | 6,007 |
Deferred Revenue, Current | 16,113 | 22,692 |
Unfavorable lease liabilities | 2,852 | |
Unfavorable sports contracts | 4,634 | 4,634 |
Accrued benefits | 7,715 | 8,646 |
Non income tax liabilities | 6,883 | 6,748 |
Income Taxes payable | 18,977 | 10,558 |
Other | 4,032 | 15,176 |
Total other current liabilities | $ 125,511 | $ 118,438 |
LONG-TERM DEBT LIABILITIES (Det
LONG-TERM DEBT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Nov. 17, 2017 |
Debt Instrument [Line Items] | |||
Notes | $ 325,000 | $ 0 | |
Senior unsecured notes | 412,338 | 414,158 | |
Total | 1,740,959 | 1,889,240 | |
Deferred Financing Costs | (17,003) | (17,037) | |
Total long-term debt | 1,723,956 | 1,872,203 | |
Outstanding standby letter of credit | 5,862 | 5,862 | |
Stated interest rate percentage, senior unsecured debt | 7.25% | ||
Capital Lease Obligations | |||
Debt Instrument [Line Items] | |||
Other | 881 | 912 | |
Total Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
New Credit Facility | 1,002,740 | 1,474,170 | |
Term B Loan, due November 17, 2024 [Member] | |||
Debt Instrument [Line Items] | |||
New Credit Facility | 866,700 | 1,291,700 | |
Unamortized Premium on Debt | 2,040 | 2,470 | |
Senior Notes due October 17, 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Senior unsecured notes | $ 400,000 | 400,000 | |
Stated interest rate percentage, senior unsecured debt | 7.25% | ||
Unamortized Premium on Debt | $ 12,338 | 14,158 | |
RevolverDueNovember172022Member [Member] | |||
Debt Instrument [Line Items] | |||
New Credit Facility | 134,000 | 180,000 | |
Notes Due May 1, 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Notes | $ 325,000 | $ 0 | |
Stated interest rate percentage, senior unsecured debt | 6.50% |
LONG-TERM DEBT LIABILITIES - Se
LONG-TERM DEBT LIABILITIES - Senior Debt (Details) $ in Thousands | Nov. 17, 2017USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Apr. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||||
Notes | $ 325,000 | $ 0 | ||||
Interest rate on notes | 7.25% | |||||
Repayments Of long term debt | $ 425,000 | $ 10,018 | ||||
Aggregate notional amounts outstanding | $ 560,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
New Credit Facility, Amount Outstanding | 89,000 | |||||
Term Loan B | ||||||
Debt Instrument [Line Items] | ||||||
Repayments Of long term debt | $ 425,000 | |||||
Senior secured second-lien notes due 2027 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes | $ 325,000 | |||||
Interest rate on notes | 6.50% | |||||
Senior secured second-lien notes due 2027 [Member] | Until May 1 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption rate as a percentage of principal amount | 106.50% | |||||
Senior secured second-lien notes due 2027 [Member] | On or after May 1 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption rate as a percentage of principal amount | 104.875% | |||||
Term B-1 loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Write-off of unamortized deferred financing costs | 1,600 | |||||
Deferred financing costs | $ 3,900 | |||||
Senior Debt Obligations | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated Leverage Ratio | 2.7 | |||||
Senior Debt Obligations | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated Leverage Ratio | 4 | |||||
Senior Debt Obligations | One year period following consummation of permitted acquisition [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consolidated Leverage Ratio | 4.5 | |||||
Senior Debt Obligations | New Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Undrawn amount of the Revolver | $ 110,100 | |||||
New Credit Facility, Amount Outstanding | $ 250,000 | |||||
Senior Debt Obligations | New Term B Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Redemption rate as a percentage of principal amount | 1.00% |
LONG-TERM DEBT LIABILITIES - _2
LONG-TERM DEBT LIABILITIES - Senior Unsecured Debt (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Nov. 17, 2017 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | |
Debt Instrument Face Amount | $ 400 | $ 400 |
Long-term Debt, Weighted Average Interest Rate, over Time | 7.25% |
LONG-TERM DEBT LIABILITIES - De
LONG-TERM DEBT LIABILITIES - Debt Extinguishment and Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net Interest Expense | ||||
Interest expense | $ 25,203 | $ 25,911 | $ 76,190 | $ 74,870 |
Amortization of deferred financing costs | 755 | 798 | 2,227 | 2,389 |
Amortization of original issue discount of senior notes | (678) | (715) | (2,248) | (2,147) |
Interest income and other investment income | (24) | (71) | (749) | (79) |
Total net interest expense | 25,256 | 25,923 | 75,420 | 75,033 |
Extinguishment of Debt [Line Items] | ||||
Gains (Losses) on Extinguishment of Debt | $ 0 | $ 0 | $ (1,781) | $ 0 |
DERIVATIVES AND HEDGING ACTIV_3
DERIVATIVES AND HEDGING ACTIVITIES - Derivatives Collar Schedule (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2019 | |
Derivative Instrument and Hedging Activities [Line Items] | ||
Aggregate notional amounts outstanding | $ 560 | |
Designated as Hedging Instrument [Member] | ||
Derivative Instrument and Hedging Activities [Line Items] | ||
Aggregate notional amounts outstanding | $ 560 | |
Collar [Member] | Designated as Hedging Instrument [Member] | ||
Derivative Instrument and Hedging Activities [Line Items] | ||
Aggregate notional amounts outstanding | $ 560 | |
Effective date | Jun. 25, 2019 | |
Derivative Maturity Date | Jun. 28, 2024 | |
Collar [Member] | Designated as Hedging Instrument [Member] | LIBOR [Member] | ||
Derivative Instrument and Hedging Activities [Line Items] | ||
Derivative, Cap Interest Rate | 2.75% | |
Derivative, Floor Interest Rate | 0.402% | |
Collar, Decrease Date June 29, 2020 [Member] | Designated as Hedging Instrument [Member] | ||
Derivative Instrument and Hedging Activities [Line Items] | ||
Aggregate notional amounts expired | $ 460 | |
Collar, Decrease Date June 28, 2021 [Member] | Designated as Hedging Instrument [Member] | ||
Derivative Instrument and Hedging Activities [Line Items] | ||
Aggregate notional amounts expired | 340 | |
Collar, Decrease Date June 28, 2022 [Member] | Designated as Hedging Instrument [Member] | ||
Derivative Instrument and Hedging Activities [Line Items] | ||
Aggregate notional amounts expired | 220 | |
Collar, Decrease Date June 28, 2023 [Member] | Designated as Hedging Instrument [Member] | ||
Derivative Instrument and Hedging Activities [Line Items] | ||
Aggregate notional amounts expired | $ 90 |
DERIVATIVES AND HEDGING ACTIV_4
DERIVATIVES AND HEDGING ACTIVITIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain (loss) recognized in other comprehensive income ("OCI") | $ (577,000) | $ 0 | |||
Amount of gain (loss) reclassified from OCI to statement of operations | 0 | $ 0 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||||
Beginning balance | 0 | ||||
Other Comprehensive Income, Derivatives Qualifying as Hedges, Net of Tax | $ 0 | ||||
Ending balance | $ (577,000) | (577,000) | $ 0 | ||
Collar [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of gain (loss) recognized in other comprehensive income ("OCI") | (353,000) | $ 0 | (600,000) | ||
Amount of gain (loss) recognized in other comprehensive income ("OCI"), Tax Portion | 200,000 | ||||
Amount of gain (loss) reclassified from OCI to statement of operations | 0 | $ 0 | |||
Other Long Term Liabilities [Member] | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative Liability, Fair Value, Gross Liability | $ (800,000) | $ (800,000) |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator | ||||||||
NET INCOME (LOSS) AVAILABLE TO THE COMPANY - CONTINUING OPERATIONS | $ 38,208 | $ 36,590 | $ 67,323 | $ 23,981 | ||||
Income available to common shareholders from continuing operations | 38,208 | 36,590 | 67,323 | 23,981 | ||||
Income (loss) from discontinued operations, net of income taxes (benefit) | 0 | 358 | 0 | 1,530 | ||||
Net income (loss) available to common shareholders | $ 38,208 | $ 25,992 | $ 3,125 | $ 36,948 | $ 2,441 | $ (13,878) | $ 67,323 | $ 25,511 |
Denominator | ||||||||
Basic Weighted average basic common shares outstanding | 136,449,453 | 138,740,243 | 137,944,486 | 138,901,037 | ||||
Basic net income (loss) per common share from continuing operations | $ 0.28 | $ 0.26 | $ 0.49 | $ 0.17 | ||||
Net income (loss) from discontinued operations per share available to common shareholders - Basic | 0 | 0 | 0 | 0.01 | ||||
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS PER SHARE - BASIC | $ 0.28 | $ 0.27 | $ 0.49 | $ 0.18 | ||||
Numerator | ||||||||
NET INCOME (LOSS) AVAILABLE TO THE COMPANY - CONTINUING OPERATIONS | $ 38,208 | $ 36,590 | $ 67,323 | $ 23,981 | ||||
Income available to common shareholders from continuing operations | 38,208 | 36,590 | 67,323 | 23,981 | ||||
Income (loss) from discontinued operations, net of income taxes (benefit) | 0 | 358 | 0 | 1,530 | ||||
Net income (loss) available to common shareholders | $ 38,208 | $ 25,992 | $ 3,125 | $ 36,948 | $ 2,441 | $ (13,878) | $ 67,323 | $ 25,511 |
Denominator | ||||||||
Basic Weighted average basic common shares outstanding | 136,449,453 | 138,740,243 | 137,944,486 | 138,901,037 | ||||
Effect of RSUs and options under treasury stock method | 4,000 | 362,000 | 351,000 | 784,000 | ||||
Diluted weighted average shares outstanding | 136,452,995 | 139,102,560 | 138,295,091 | 139,684,890 | ||||
Net income (loss) from continuing operations per share available to common shareholders - Diluted | $ 0.28 | $ 0.26 | $ 0.49 | $ 0.17 | ||||
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share | 0 | 0 | 0 | 0.01 | ||||
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS PER SHARE - DILUTED | $ 0.28 | $ 0.27 | $ 0.49 | $ 0.18 |
NET INCOME PER COMMON SHARE - D
NET INCOME PER COMMON SHARE - Dislcosure of Anit-Dilutive Shares (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Restricted Stock Units Service Conditions [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive under the treasury stock method | 3,555 | 1,586 | 1,939 | 1,415 |
Options Activity [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive under the treasury stock method | 545 | 563 | 549 | 565 |
Price range of option: from | $ 6.43 | $ 9.66 | $ 6.43 | $ 9.66 |
Price range of option: to | $ 13.98 | $ 13.98 | $ 13.98 | $ 13.98 |
Restricted Stock Units Activity [Member] | Restricted Stock Units Service And Market Conditions But Market Not Met [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive under the treasury stock method | 70 | 226 | 70 | 226 |
SHARE-BASED COMPENSATION - RSU
SHARE-BASED COMPENSATION - RSU Activity - Summary of Change (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Number of Restricted Stock Units [Roll Forward] | |
RSUs beginning | 3,685 |
RSUs awarded | 1,696 |
RSUs released | (1,373) |
RSUs forfeited | (310) |
RSUs ending | 3,698 |
Weighted Average Purchase Price RSUs | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years) RSUs | 1 year 6 months |
Aggregate Intrinsic Value RSUs | $ | $ 12,576 |
Number of RSUs vested and expected to vest | 3,698 |
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 6 months |
Aggregate Intrinsic Value RSUs vested and expected to vest | $ | $ 12,575 |
Number of RSUs exercisable | 41 |
Weighted Average Purchase Price of RUSs exercisable | $ / shares | $ 0 |
Aggregate Intrinsic Value RSUs exercisable | $ | $ 141 |
Weighted average remaining recognition period in years | 2 years 4 months 24 days |
Unamortized compensation expense, net of estimated forfeitures | $ | $ 22,392 |
SHARE-BASED COMPENSATION - RSUs
SHARE-BASED COMPENSATION - RSUs with Market Conditions (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items] | ||||||||
RSUs issued | 1,696 | |||||||
Reconciliation Of RSUs With Market Conditions [Abstract] | ||||||||
RSUs beginning | 3,685 | 3,685 | ||||||
Number of RSUs granted | 1,696 | |||||||
Number of RSUs forfeited | (310) | |||||||
Number of RSUs vested | (1,373) | |||||||
RSUs ending | 3,698 | 3,698 | 3,685 | |||||
Net RSUs increase (decrease) to APIC | $ 3,165 | $ 3,393 | $ 3,573 | $ 3,768 | $ 3,740 | $ 3,913 | ||
Restricted Stock Units With Market 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 | 226 | 650 | 226 | 650 | ||||
Number of RSUs granted | 0 | 0 | ||||||
Number of RSUs forfeited | (156) | (110) | ||||||
Number of RSUs vested | 0 | (314) | ||||||
RSUs ending | 70 | 70 | 226 | |||||
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 | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Other Options Disclosures [Line Items] | ||
Intrinsic value of options exercised | $ 1,272 | $ 418 |
Cash received from exercise price of options exercised | 244 | 68 |
Tax benefit from options exercised | $ 73 | $ 111 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options Activity (Details) - USD ($) | 9 Months Ended |
Sep. 30, 2019 | |
Options activity [Roll Forward] | |
Options beginning | 755,210 |
Options granted | 0 |
Options exercised | (180,300) |
Options forfeited | 0 |
Options expired | (29,828) |
Options ending | 545,082 |
Weighted average exercise price - beginning | $ 9.42 |
Weighted average exercise price - options granted | 0 |
Weighted average exercise price - options exercised | 1.34 |
Weighted average exercise price - options forfeited | 0 |
Weighted average exercise price - ending | $ 12.03 |
Weighted Average Remaining Contractual Term (Years) Options | 1 year 1 month 6 days |
Intrinsic Value Options | $ 0 |
Options vested and expected to vest | 545,082 |
Options vested and exercisable | 545,082 |
Weighted average exercise price options vested and expected to vest | $ 12.03 |
Weighted average exercise price options vested and exerciable | $ 12.03 |
Weighted average remaining contractual period (Years) options vested and expected to vest | 1 year 1 month 6 days |
Weighted average remaining contractual period (years) options vested and exercisable | 1 year 1 month 6 days |
Intrinsic value options vested and expected to vest | $ 0 |
Intrinsic value options vested and exercisable | $ 0 |
Weighted average remaining recognition period in years | 0 years |
Unamortized compensation expense, net of estimated forfeitures | $ 0 |
SHARE-BASED COMPENSATION - Ot_2
SHARE-BASED COMPENSATION - Other Award Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Significant ranges of outstanding and exercisable options [Line Items] | |||||
Number of options outstanding | 545,082 | 545,082 | 755,210 | ||
Weighted average remaining contractual life options outstanding | 1 year 1 month 6 days | ||||
Weighted average exercise price options outstanding | $ 12.03 | $ 12.03 | $ 9.42 | ||
Number of options exercisable | 545,082 | 545,082 | |||
Weighted average exercise price options exercisable | $ 12.03 | $ 12.03 | |||
Recognized Non-Cash Compensation Expense [Line Items] | |||||
Total Non cash compensation expense recognized | $ 2,571 | $ 2,982 | $ 8,028 | $ 9,036 | |
Exercise prices from 6.43 to 9.66 | |||||
Significant ranges of outstanding and exercisable options [Line Items] | |||||
Number of options outstanding | 204,375 | 204,375 | |||
Weighted average remaining contractual life options outstanding | 1 year 1 month 6 days | ||||
Weighted average exercise price options outstanding | $ 9.62 | $ 9.62 | |||
Number of options exercisable | 204,375 | 204,375 | |||
Weighted average exercise price options exercisable | $ 9.62 | $ 9.62 | |||
Exercise prices from 13.11 to 13.98 | |||||
Significant ranges of outstanding and exercisable options [Line Items] | |||||
Number of options outstanding | 340,707 | 340,707 | |||
Weighted average remaining contractual life options outstanding | 1 year 1 month 6 days | ||||
Weighted average exercise price options outstanding | $ 13.48 | $ 13.48 | |||
Number of options exercisable | 340,707 | 340,707 | |||
Weighted average exercise price options exercisable | $ 13.48 | $ 13.48 | |||
Station operating expenses [Member] | |||||
Recognized Non-Cash Compensation Expense [Line Items] | |||||
Total Non cash compensation expense recognized | $ 1,107 | 1,653 | $ 3,765 | 5,295 | |
Corporate general and administrative expenses [Member] | |||||
Recognized Non-Cash Compensation Expense [Line Items] | |||||
Total Non cash compensation expense recognized | 2,234 | 2,116 | 6,521 | 6,126 | |
Stock-based compensation expense included in operating expenses [Member] | |||||
Recognized Non-Cash Compensation Expense [Line Items] | |||||
Total Non cash compensation expense recognized | 3,341 | 3,769 | 10,286 | 11,421 | |
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 | $ 770 | $ 787 | $ 2,258 | $ 2,385 |
INCOME TAXES - Expected And Rep
INCOME TAXES - Expected And Reported Income Taxes (Benefit) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||||
Estimated Annual Tax Rate Before Discrete Items, Minimum | 30.00% | |||
Estimated Annual Tax Rate Before Discrete Items, Maximum | 32.00% | |||
Effective income tax rate | 29.50% | 30.70% | 30.90% | 35.10% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred tax liabilities: | ||
Deferred Tax Assets (Liabilities), Net | $ 551 | $ 546 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring basis (Details) - Other Long Term Liabilities [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Liabilities | ||
Deferred Compensation | $ 31,150,000 | $ 30,928,000 |
Cash flow hedges designated as qualifying instruments | (784,000) | |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Deferred Compensation | 23,746,000 | 23,476,000 |
Cash flow hedges designated as qualifying instruments | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Deferred Compensation | 0 | 0 |
Cash flow hedges designated as qualifying instruments | (784,000) | |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Deferred Compensation | 0 | 0 |
Cash flow hedges designated as qualifying instruments | 0 | |
Measured at Net Asset Value as Practical Expedient [Member] | ||
Liabilities | ||
Deferred Compensation | 7,404,000 | $ 7,452,000 |
Cash flow hedges designated as qualifying instruments | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Non-Recurring basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Goodwill, Impairment Loss | $ 317,100 | $ 0 | $ 317,138 | |
Impairment - Market Assets | $ 2,100 | |||
Impairment - Assets Held for Sale | $ 26,900 | |||
Goodwill, Impairment Loss, Net of Tax | 314,400 | |||
Radio Broadcasting Licences [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total Impairment of FCC Licenses | 147,900 | |||
Total Impairment of FCC Licenses, net of tax | $ 108,800 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investments All Other Investments Abstract | ||||
Investment balance before cumulative impairent as of January1 | $ 11,205 | $ 9,955 | ||
Accumulated impairment as of January 1, | $ 0 | 0 | ||
Investment beginning balance after cumulative impairment as of January 1 | 11,205 | $ 9,955 | ||
Acquisition of interest in a privately held company | $ 1,500 | 1,500 | 1,250 | |
Ending period balance | 12,705 | 11,205 | ||
Term Loan B [Member] | ||||
Fair Value Of Instruments [Line Items] | ||||
Carrying value of debt | 866,700 | 1,291,700 | ||
Fair value of debt | 867,783 | 1,243,261 | ||
Revolver [Member] | ||||
Fair Value Of Instruments [Line Items] | ||||
Carrying value of debt | 134,000 | 180,000 | ||
Fair value of debt | 134,000 | 180,000 | ||
Senior Notes | ||||
Fair Value Of Instruments [Line Items] | ||||
Carrying value of debt | 400,000 | 400,000 | ||
Fair value of debt | 415,500 | 378,000 | ||
Notes [Member] | ||||
Fair Value Of Instruments [Line Items] | ||||
Carrying value of debt | 325,000 | 0 | ||
Fair value of debt | 338,406 | 0 | ||
Other Debt [Member] | ||||
Fair Value Of Instruments [Line Items] | ||||
Carrying value of debt | 881 | 912 | ||
Letter of credit | ||||
Fair Value Of Instruments [Line Items] | ||||
Carrying value of debt | $ 5,862 | $ 5,862 |
ASSETS HELD FOR SALE AND DISC_3
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Long Lived Assets Held-for-sale [Line Items] | ||||
Assets Held-for-sale, at Carrying Value | $ 1,891 | $ 19,603 | ||
Proceeds from Sale of Land Held-for-use | $ 24,500 | |||
Gain Loss On Sale Of Properties | $ 4,500 | |||
Assets exchange Cumulus media [Member] | ||||
Long Lived Assets Held-for-sale [Line Items] | ||||
Gain Loss On Sale Of Properties | $ (1,800) | |||
Properties in California [Member] | ||||
Long Lived Assets Held-for-sale [Line Items] | ||||
Assets Held-for-sale, at Carrying Value | 1,100 | |||
Gain Loss On Sale Of Properties | (100) | |||
Properties in Miami [Member] | ||||
Long Lived Assets Held-for-sale [Line Items] | ||||
Assets Held-for-sale, at Carrying Value | 1,900 | $ 2,200 | ||
Gain Loss On Sale Of Properties | $ (100) |
ASSETS HELD FOR SALE AND DISC_4
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS - Assets Held for sale (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Long Lived Assets Held-for-sale [Line Items] | ||
Net property and equipment | $ 1,891 | $ 19,603 |
Net assets held for sale | 1,891 | 19,603 |
Land and Land Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Net property and equipment | 1,208 | 2,645 |
Building [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Net property and equipment | 683 | 1,053 |
Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Net property and equipment | $ 0 | $ 15,905 |
ASSETS HELD FOR SALE AND DISC_5
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS - Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Discontinued Operation Income Loss From Discontinued Operation | ||||
Net time brokerage agreement (income) fees | $ 0 | $ 644 | $ 0 | $ 2,239 |
Income before income taxes | 0 | 644 | 0 | 2,239 |
Income taxes | 0 | 286 | 0 | 709 |
Income from discontinued operations, net of income taxes | $ 0 | $ 358 | $ 0 | $ 1,530 |
SHAREHOLDER'S EQUITY (Details)
SHAREHOLDER'S EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
ESPP [Line items] | |||||||||
Other current liabilities | $ 771 | $ 771 | $ 1,279 | ||||||
Other long term liabilities | 988 | 988 | 1,041 | ||||||
Total Dividend Equivalent Liability | $ 1,759 | $ 1,759 | $ 2,320 | ||||||
Espp Shares Market Value | 85.00% | 85.00% | |||||||
Employee stock purchase plan, authorized shares | 1,000,000 | 1,000,000 | |||||||
ESPP Share Discount | 15.00% | 15.00% | |||||||
Number of shares purchased | 0 | 0 | 0 | ||||||
Non cash compensation expense recognized | $ 2,571 | $ 2,982 | $ 8,028 | $ 9,036 | |||||
Stock Repurchase Prgram Authorized Amount | $ 100,000 | $ 100,000 | |||||||
Number of Shares Authorized to be Repurchased | 0 | 0 | |||||||
Common stock repurchase VALUE | $ 18,340 | $ 19,379 | |||||||
Common Class A [Member] | |||||||||
ESPP [Line items] | |||||||||
Number of shares repurchased | 5,000,000 | 1,833,200 | |||||||
Common stock repurchase VALUE | $ 50 | $ 18 | |||||||
ESPP [Member] | |||||||||
ESPP [Line items] | |||||||||
Number of shares purchased | 260,000 | 150,000 | |||||||
Non cash compensation expense recognized | $ 182 | $ 185 | |||||||
Share repurchase program 2017 [Member] | |||||||||
ESPP [Line items] | |||||||||
Common stock repurchase VALUE | $ 18,300 | ||||||||
Share repurchase program 2017 [Member] | Common Class A [Member] | |||||||||
ESPP [Line items] | |||||||||
Number of shares repurchased | 5,000,000 | ||||||||
Average repurchase price per share | $ 3.67 | $ 3.67 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Disclosure Abstract | ||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 70,200 | |||
OtherCommitmentsLineItems | ||||
Cash And Cash Equivalents | 122,893 | $ 45,335 | ||
Restricted Cash | 69,365 | 0 | ||
Total cash and cas equivalents and restricted cash shown in the statement of cash flows | 192,258 | 45,335 | $ 270,407 | $ 34,167 |
Cash and Cash Equivalents Member | ||||
OtherCommitmentsLineItems | ||||
Cash And Cash Equivalents | 122,893 | 45,335 | ||
Restricted Cash | 69,365 | 0 | ||
Total cash and cas equivalents and restricted cash shown in the statement of cash flows | $ 192,258 | $ 45,335 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Oct. 16, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Subsequent Event [Line Items] | |||
Purchase price in cash | $ 15,767 | $ 71,434 | |
Subsequent Event [Member] | Cadence 13 [Member] | |||
Subsequent Event [Line Items] | |||
Purchase price in cash | $ 24,300 | ||
Business Acquisition, Description of Acquired Entity | the Company acquired the remaining interest in Cadence13 (“Cadence13”), a leading creator of premium, personality-based podcasts and other on-demand audio content |