Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 01-14461 | |
Entity Registrant Name | Entercom Communications Corp. | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 23-1701044 | |
Entity Address, Address Line One | 2400 Market Street | |
Entity Address, Address Line Two | 4th Floor | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19103 | |
City Area Code | (610) | |
Local Phone Number | 660-5610 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Class A Common Stock, par value $.01 per share | |
Trading Symbol | ETM | |
Security Exchange Name | NYSE | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001067837 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 133,959,300 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,045,199 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
ASSETS: | ||
Cash | $ 208,222 | $ 20,393 |
Accounts receivable, net of allowance of $18,311 in 2020 and $17,515 in 2019 | 199,077 | 378,912 |
Prepaid expenses, deposits and other | 47,763 | 25,375 |
Total current assets | 455,062 | 424,680 |
Investments | 3,305 | 3,305 |
Property and equipment, net | 346,984 | 350,666 |
Operating lease right-of-use assets | 244,354 | 259,613 |
Radio broadcasting licenses | 2,503,546 | 2,508,121 |
Goodwill | 43,892 | 43,920 |
Assets held for sale | 509 | 10,188 |
Other assets, net | 35,549 | 43,185 |
TOTAL ASSETS | 3,633,201 | 3,643,678 |
LIABILITIES: | ||
Accounts payable | 9,062 | 5,961 |
Accrued expenses | 50,856 | 76,078 |
Other current liabilities | 58,564 | 76,837 |
Operating lease liabilities | 35,699 | 35,335 |
Long-term debt, current portion | 5,488 | 16,377 |
Total current liabilities | 159,669 | 210,588 |
Long-term debt, net of current portion | 1,821,515 | 1,697,114 |
Operating lease liabilities, net of current portion | 238,152 | 253,346 |
Net deferred tax liabilities | 539,874 | 549,658 |
Other long-term liabilities | 55,681 | 51,529 |
Total long-term liabilities | 2,655,222 | 2,551,647 |
Total liabilities | 2,814,891 | 2,762,235 |
CONTINGENCIES AND COMMITMENTS | ||
SHAREHOLDERS' EQUITY: | ||
Class A, B and C common stock | 1,380 | 1,379 |
Additional paid-in capital | 1,658,210 | 1,655,781 |
Accumulated deficit | (838,527) | (775,578) |
Accumulated other comprehensive income (loss) | (2,753) | (139) |
Total shareholders' equity | 818,310 | 881,443 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 3,633,201 | $ 3,643,678 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 18,311 | $ 17,515 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 175,868 | $ 380,665 | $ 472,898 | $ 689,670 |
OPERATING EXPENSE: | ||||
Station operating expenses | 189,473 | 279,170 | 439,524 | 528,155 |
Depreciation and amortization expense | 12,620 | 10,964 | 25,118 | 22,069 |
Corporate general and administrative expenses | 10,276 | 17,315 | 27,513 | 38,250 |
Integration costs | (132) | 1,456 | 490 | 2,591 |
Restructuring charges | 4,895 | 3,362 | 9,104 | 4,376 |
Impairment loss | 4,157 | 0 | 5,207 | 0 |
Merger and acquisition costs | 61 | 33 | 61 | 42 |
Other expenses related to financing | 0 | 1,864 | 0 | 1,864 |
Net time brokerage agreement (income) fees | 0 | 53 | 0 | 93 |
Net (gain) loss on sale or disposal of assets | (228) | 1,686 | (228) | (2,914) |
Total operating expense | 221,122 | 315,903 | 506,789 | 594,526 |
OPERATING INCOME (LOSS) | (45,254) | 64,762 | (33,891) | 95,144 |
Interest expense | 21,642 | 24,944 | 45,263 | 50,164 |
Loss on extinguishment of debt | 0 | 1,781 | 0 | 1,781 |
OTHER (INCOME) EXPENSE | 0 | 1,781 | 0 | 1,781 |
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) | (66,896) | 38,037 | (79,154) | 43,199 |
INCOME TAX (BENEFIT) EXPENSE | (13,085) | 12,045 | (16,205) | 14,083 |
NET INCOME (LOSS) | $ (53,811) | $ 25,992 | $ (62,949) | $ 29,116 |
NET INCOME (LOSS) PER SHARE - BASIC (in dollars per share) | $ (0.40) | $ 0.19 | $ (0.47) | $ 0.21 |
NET INCOME (LOSS) PER SHARE - DILUTED (in dollars per share) | $ (0.40) | $ 0.19 | $ (0.47) | $ 0.21 |
WEIGHTED AVERAGE SHARES: | ||||
Basic (in shares) | 134,804,963 | 138,760,483 | 134,785,749 | 138,684,845 |
Diluted (in shares) | 134,804,963 | 139,074,229 | 134,785,749 | 139,221,904 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ (53,811) | $ 25,992 | $ (62,949) | $ 29,116 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT): | ||||
Net unrealized gain (loss) on derivatives, net of taxes (benefit) | (260) | (224) | (2,614) | (224) |
COMPREHENSIVE INCOME (LOSS) | $ (54,071) | $ 25,768 | $ (65,563) | $ 28,892 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2018 | $ 1,334,260 | $ 1,372 | $ 40 | $ 1,693,512 | $ (360,664) | $ 0 |
Beginning Balance (in shares) at Dec. 31, 2018 | 137,180,213 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 3,125 | 3,125 | ||||
Compensation expense related to granting of stock awards | 3,573 | $ 14 | 3,559 | |||
Compensation expense related to granting of stock awards (in shares) | 1,406,722 | |||||
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP") | 379 | $ 1 | 378 | |||
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares) | 84,958 | |||||
Exercise of stock options | 244 | $ 2 | 242 | |||
Exercise of stock options (in shares) | 180,300 | |||||
Purchase of vested employee restricted stock units | (1,426) | $ (2) | (1,424) | |||
Purchase of vested employee restricted stock units (in shares) | (204,499) | |||||
Payment of dividends on common stock | (12,913) | (12,913) | ||||
Dividend equivalents, net of forfeitures | (463) | (463) | ||||
Ending Balance at Mar. 31, 2019 | 1,331,498 | $ 1,387 | $ 40 | 1,682,891 | (352,820) | 0 |
Ending Balance (in shares) at Mar. 31, 2019 | 138,647,694 | 4,045,199 | ||||
Beginning Balance at Dec. 31, 2018 | 1,334,260 | $ 1,372 | $ 40 | 1,693,512 | (360,664) | 0 |
Beginning Balance (in shares) at Dec. 31, 2018 | 137,180,213 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 29,116 | |||||
Net unrealized gain (loss) on derivatives | (224) | |||||
Ending Balance at Jun. 30, 2019 | 1,347,642 | $ 1,386 | $ 40 | 1,673,268 | (326,828) | (224) |
Ending Balance (in shares) at Jun. 30, 2019 | 138,465,883 | 4,045,199 | ||||
Beginning Balance at Mar. 31, 2019 | 1,331,498 | $ 1,387 | $ 40 | 1,682,891 | (352,820) | 0 |
Beginning Balance (in shares) at Mar. 31, 2019 | 138,647,694 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 25,992 | 25,992 | ||||
Compensation expense related to granting of stock awards | 3,393 | 3,393 | ||||
Compensation expense related to granting of stock awards (in shares) | (38,774) | |||||
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP") | 364 | $ 1 | 363 | |||
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares) | 73,791 | |||||
Purchase of vested employee restricted stock units | (1,300) | $ (2) | (1,298) | |||
Purchase of vested employee restricted stock units (in shares) | (216,828) | |||||
Payment of dividends on common stock | (13,140) | (13,140) | ||||
Dividend equivalents, net of forfeitures | 1,059 | 1,059 | ||||
Net unrealized gain (loss) on derivatives | (224) | (224) | ||||
Ending Balance at Jun. 30, 2019 | 1,347,642 | $ 1,386 | $ 40 | 1,673,268 | (326,828) | (224) |
Ending Balance (in shares) at Jun. 30, 2019 | 138,465,883 | 4,045,199 | ||||
Beginning Balance at Dec. 31, 2019 | 881,443 | $ 1,339 | $ 40 | 1,655,781 | (775,578) | (139) |
Beginning Balance (in shares) at Dec. 31, 2019 | 133,867,621 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (9,138) | (9,138) | ||||
Compensation expense related to granting of stock awards | 4,117 | $ 4 | 4,113 | |||
Compensation expense related to granting of stock awards (in shares) | 440,129 | |||||
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP") | 241 | $ 2 | 239 | |||
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares) | 165,756 | |||||
Purchase of vested employee restricted stock units | (1,394) | $ (4) | (1,390) | |||
Purchase of vested employee restricted stock units (in shares) | (432,472) | |||||
Payment of dividends on common stock | (3,221) | (3,221) | ||||
Dividend equivalents, net of forfeitures | 493 | 493 | ||||
Net unrealized gain (loss) on derivatives | (2,354) | (2,354) | ||||
Ending Balance at Mar. 31, 2020 | 870,187 | $ 1,341 | $ 40 | 1,656,015 | (784,716) | (2,493) |
Ending Balance (in shares) at Mar. 31, 2020 | 134,041,034 | 4,045,199 | ||||
Beginning Balance at Dec. 31, 2019 | 881,443 | $ 1,339 | $ 40 | 1,655,781 | (775,578) | (139) |
Beginning Balance (in shares) at Dec. 31, 2019 | 133,867,621 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ (62,949) | |||||
Compensation expense related to granting of stock awards (in shares) | 66,000 | |||||
Net unrealized gain (loss) on derivatives | $ (2,614) | |||||
Ending Balance at Jun. 30, 2020 | 818,310 | $ 1,340 | $ 40 | 1,658,210 | (838,527) | (2,753) |
Ending Balance (in shares) at Jun. 30, 2020 | 133,969,992 | 4,045,199 | ||||
Beginning Balance at Mar. 31, 2020 | 870,187 | $ 1,341 | $ 40 | 1,656,015 | (784,716) | (2,493) |
Beginning Balance (in shares) at Mar. 31, 2020 | 134,041,034 | 4,045,199 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (53,811) | (53,811) | ||||
Compensation expense related to granting of stock awards | 2,274 | 2,274 | ||||
Compensation expense related to granting of stock awards (in shares) | (30,040) | |||||
Purchase of vested employee restricted stock units | (53) | $ (1) | (52) | |||
Purchase of vested employee restricted stock units (in shares) | (41,002) | |||||
Payment of dividends on common stock | (189) | (189) | ||||
Dividend equivalents, net of forfeitures | 162 | 162 | ||||
Net unrealized gain (loss) on derivatives | (260) | (260) | ||||
Ending Balance at Jun. 30, 2020 | $ 818,310 | $ 1,340 | $ 40 | $ 1,658,210 | $ (838,527) | $ (2,753) |
Ending Balance (in shares) at Jun. 30, 2020 | 133,969,992 | 4,045,199 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (62,949) | $ 29,116 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 25,118 | 22,069 |
Net amortization of deferred financing costs (net of original issue discount and debt premium) | 245 | (97) |
Net deferred taxes (benefit) and other | (9,784) | (3,752) |
Provision for bad debts | 9,224 | 1,819 |
Net (gain) loss on sale or disposal of assets | (228) | (2,914) |
Non-cash stock-based compensation expense | 4,224 | 6,966 |
Net loss on extinguishment of debt | 0 | 1,781 |
Deferred compensation | (1,097) | 3,767 |
Impairment loss | 5,207 | 0 |
Accretion expense, net of asset retirement obligation adjustments | 31 | 34 |
Changes in assets and liabilities (net of effects of acquisitions, and dispositions): | ||
Accounts receivable | 173,341 | 20,232 |
Prepaid expenses and deposits | (22,388) | (7,739) |
Accounts payable and accrued liabilities | (38,223) | (8,528) |
Accrued interest expense | (169) | 3,104 |
Accrued liabilities - long-term | 2,071 | (7,561) |
Net cash provided by (used in) operating activities | 84,623 | 58,297 |
INVESTING ACTIVITIES: | ||
Additions to property and equipment | (14,975) | (38,710) |
Proceeds from sale of radio stations and other assets | 10,416 | 24,692 |
Additions to amortizable intangible assets | (1,118) | (2,003) |
Purchases of investments | 0 | (1,500) |
Net cash provided by (used in) investing activities | (5,677) | (17,521) |
FINANCING ACTIVITIES: | ||
Borrowing under the revolving senior debt | 146,749 | 119,000 |
Net proceeds from the notes | 0 | 325,000 |
Payments of long-term debt | (13,250) | (615,000) |
Payments of revolving senior debt | (20,000) | 0 |
Payment for debt issuance costs | 0 | (3,910) |
Proceeds from issuance of employee stock plan | 241 | 743 |
Proceeds from the exercise of stock options | 0 | 244 |
Purchase of vested employee restricted stock units | (1,447) | (2,726) |
Payment of dividends on common stock | (2,692) | (24,917) |
Payment of dividend equivalents on vested restricted stock units | (718) | (1,137) |
Net cash provided by (used in) financing activities | 108,883 | (202,703) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 187,829 | (161,927) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR | 20,393 | 192,258 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 208,222 | 30,331 |
Cash paid during the period for: | ||
Interest | 44,965 | 47,794 |
Income taxes | $ 1,297 | $ 14,546 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT POLICIES The interim unaudited condensed consolidated 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 condensed consolidated 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 consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019, and filed with the SEC on March 2, 2020, 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 June 30, 2020, and December 31, 2019, there were no VIEs requiring consolidation in these financial statements. There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in its Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 2, 2020. COVID-19 In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak with infections throughout the world. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has led to emergency measures to combat its spread, including government-issued stay-at-home orders, implementation of travel bans, restrictions and limitations on social gatherings, closures of factories, schools, public buildings and businesses and has forced the implementation of alternative work arrangements. These emergency measures have had and are expected to continue to have an adverse effect on the Company's business and operations. While the full impact of this outbreak is not yet known, the Company is closely monitoring the spread of COVID-19 and continually assessing its effects on the Company, including how it has and will continue to have an impact on advertisers, professional sports and live events. In response to the COVID-19 pandemic, the Company has taken certain measures to mitigate the COVID-19 pandemic's financial impact, including, but not limited to: (i) borrowing the full amount available under the Company's revolving credit facility as a precautionary measure to preserve financial flexibility; (ii) temporary salary reductions implemented across senior management and the broader organization; (iii) temporary freezing of contractual salary increases in 2020; (iv) furlough and termination of select employees; (v) suspension of new employee hiring, travel and entertainment, 401(k) matching program, employee stock purchase program, and quarterly dividend program; and (vi) reduction of sales and promotions spend as well as certain consulting and other discretionary expenses. The COVID-19 pandemic has had, and is expected to continue to have, a material impact on the Company's business operations, financial position, cash flows, liquidity, and capital resources and results of operations. The full extent to which the COVID-19 pandemic impacts the Company's business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be accurately estimated at this time. 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 consolidated financial statements contained in its Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 2, 2020) that might have a material impact on the Company’s financial position, results of operations or cash flows. Income Taxes In December 2019, the accounting guidance for income taxes was amended to simplify accounting for certain income tax transactions. The amended accounting guidance made changes to accounting for intraperiod tax allocations and interim period tax accounting where the year-to-date loss exceeds the expected annual loss, among others. The Company implemented the amended accounting guidance for income taxes on January 1, 2020, without a need to make an adjustment to retained earnings. There was no impact to previously reported results of operations for any interim period. Measurement of Credit Losses |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | 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 Cadence13 Acquisition On October 16, 2019, the Company completed its acquisition of Cadence13, Inc. ("Cadence13") by purchasing the remaining shares in Cadence13 that it did not already own. The Company initially acquired a 45% interest in Cadence13 in July 2017. The Company acquired the remaining interest in Cadence13 for a purchase price of $24.3 million in cash plus working capital (the "Cadence13 Acquisition"). In connection with this step acquisition of Cadence13, the Company remeasured its previously held equity interest to fair value and recognized a gain of $5.3 million and removed the investment in Cadence13 from its records. Upon completion of the Cadence13 Acquisition, the Company recorded the assets acquired and liabilities assumed at fair value. Based on the timing of the Cadence13 Acquisition, the Company's condensed consolidated financial statements for the six and three months ended June 30, 2020, reflect the results of Cadence13's operations. The Company's condensed consolidated financial statements for the six and three months ended June 30, 2019, do not reflect the results of Cadence13's operations. The allocations presented in the table below are based upon management's estimates 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. Measurement Preliminary Value Period Adjustment As Adjusted (amounts in thousands) Assets Property, plant and equipment $ 654 $ — $ 654 Total tangible property 654 — 654 Operating lease right-of-use asset 62 — 62 Deferred tax asset 2,900 28 2,928 Cadence13 brand 5,977 — 5,977 Goodwill 31,392 (28) 31,364 Total tangible and other assets 40,331 — 40,331 Operating lease liabilities (985) — (985) Net working capital (757) — (757) Preliminary fair value of net assets acquired $ 39,243 $ — $ 39,243 The aggregate fair value purchase price allocation for the assets acquired in the Cadence13 Acquisition as reported on the Company's Form 10-K filed with the SEC on March 2, 2020, was revised during six months ended June 30, 2020 due to a change to the deferred tax assets associated with the acquired company which resulted in a decrease to acquired goodwill. 2019 Pineapple Street Media 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, the Company recorded the assets acquired and liabilities assumed at fair value. Based on this timing, the Company’s condensed consolidated financial statements for the six and three months ended June 30, 2020 reflect the results of Pineapple’s operations. The Company’s condensed consolidated financial statements for the six and three months ended June 30, 2019 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 table reflects the final allocation of the purchase price to the assets acquired and liabilities assumed. Final Value (amounts in thousands) Assets Accounts receivable $ 997 Pineapple Street Media brand 1,793 Goodwill 12,445 Total assets $ 15,235 Unearned revenue 238 Accounts payable 30 Total liabilities $ 268 Final 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 the timing of the Cumulus Exchange, the Company’s condensed consolidated financial statements for the six and three months ended June 30, 2020: (i) reflect the results of the acquired stations; and (ii) do not reflect the results of the divested stations. The Company’s condensed consolidated financial statements for the six and three months ended June 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 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 the operation of the acquired stations with the Company’s existing stations within the Springfield, Massachusetts, and New York City, New York markets. The following table reflects the final allocation of the purchase price to the assets acquired. Final Value (amounts in thousands) Assets Equipment $ 844 Total tangible property 844 Radio broadcasting licenses 19,576 Goodwill 2,080 Total intangible and other assets 21,656 Total assets $ 22,500 Final fair value of net assets acquired $ 22,500 Integration Costs The Company incurred integration costs of $0.5 million and $2.6 million during the six months ended June 30, 2020 and June 30, 2019, respectively. Integration costs were expensed as a separate line item in the condensed consolidated statements of operations. These costs primarily relate to change management consultants and technology-related costs incurred subsequent to the CBS Radio business acquisition in November 2017 (the "Merger"). Unaudited Pro Forma Summary of Financial Information The following unaudited pro forma information for the six and three months ended June 30, 2020 and June 30, 2019 assumes that the acquisitions in 2019 had occurred as of January 1, 2019. Refer to information within this Note 2, Business Combinations, and to the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019, and filed with the SEC on March 2, 2020, 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 Six Months Ended 2020 2019 2020 2019 (amounts in thousands except share and per share data) Actual Pro Forma Actual Pro Forma Net revenues $ 175,868 $ 394,006 $ 472,898 $ 714,019 Net income (loss) $ (53,811) $ 24,285 $ (62,949) $ 25,861 Net income (loss) per common share - basic $ (0.40) $ 0.18 $ (0.47) $ 0.19 Net income (loss) per common share - diluted $ (0.40) $ 0.17 $ (0.47) $ 0.19 Weighted shares outstanding basic 134,804,963 138,760,483 134,785,749 138,684,845 Weighted shares outstanding diluted 134,804,963 139,074,229 134,785,749 139,221,904 |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES Restructuring Charges Restructuring charges were expensed as a separate line item in the condensed consolidated statements of operations. The components of restructuring charges are as follows: Six Months Ended 2020 2019 (amounts in thousands) Workforce reduction 9,055 3,793 Other restructuring costs 49 583 Total restructuring charges $ 9,104 $ 4,376 Three Months Ended 2020 2019 (amounts in thousands) Workforce reduction 4,895 3,100 Other restructuring costs — 262 Total restructuring charges $ 4,895 $ 3,362 Restructuring Plan During the first quarter of 2020, the Company initiated a restructuring plan to help mitigate the adverse impact that the COVID-19 pandemic is having on financial results and business operations. The Company continues to evaluate what, if any further actions may be necessary related to the COVID-19 pandemic. The Company currently anticipates that the remaining restructuring and related charges will occur by the end of 2020. During the fourth quarter of 2017, the Company initiated a restructuring plan as a result of the integration of radio stations acquired from CBS Radio Inc. ("CBS Radio") in November 2017. The restructuring plan included: (i) workforce reduction and realignment charges that included one-time termination benefits and related costs; and (ii) costs associated with realigning radio stations within the overlap markets between CBS Radio and the Company. The estimated amount of unpaid restructuring charges as of June 30, 2020 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. Six Months Ended June 30, 2020 Twelve Months Ended December 31, 2019 (amounts in thousands) Restructuring charges, beginning balance $ 4,251 $ 7,077 Additions 9,104 6,976 Payments (9,049) (9,802) Restructuring charges unpaid and outstanding 4,306 4,251 Restructuring charges - noncurrent portion (1,002) (1,483) Restructuring charges - current portion $ 3,304 $ 2,768 |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2020 | |
Revenues [Abstract] | |
REVENUE | REVENUE 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 $0.9 million and $5.1 million as of June 30, 2020 and December 31, 2019, respectively. Description June 30, December 31, (amounts in thousands) Receivables, included in "Accounts receivable net of allowance for doubtful accounts" $ 196,265 $ 376,504 Unearned revenue - current 11,717 9,894 Unearned revenue - noncurrent 1,703 2,113 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 condensed 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: Six Months Ended Description Unearned Revenue (amounts in thousands) Beginning balance on January 1, 2020 $ 12,007 Revenue recognized during the period that was included in the beginning balance of contract liabilities (1,729) Additional amounts recognized during period 3,142 Ending balance $ 13,420 Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by revenue source: Six Months Ended 2020 2019 Revenue by Source (amounts in thousands) Broadcast revenues $ 444,372 $ 635,086 Event and other revenues 23,098 46,401 Trade and barter revenues 5,428 8,183 Net revenues $ 472,898 $ 689,670 Three Months Ended 2020 2019 Revenue by Source (amounts in thousands) Broadcast revenues $ 167,615 $ 350,620 Event and other revenues 6,312 26,875 Trade and barter revenues 1,941 3,170 Net revenues $ 175,868 $ 380,665 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES Leasing Guidance 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 right-of-use ("ROU") asset representing the right to use the underlying asset for the lease term, on the condensed consolidated balance sheet. Lease Expense The components of lease expense were as follows: Six Months Ended June 30, Lease Cost 2020 2019 (amounts in thousands) Operating lease cost $ 24,313 $ 25,051 Variable lease cost 5,198 $ 4,551 Short-term lease cost — $ 177 Total lease cost $ 29,511 $ 29,779 Three Months Ended Lease Cost 2020 2019 (amounts in thousands) Operating lease cost $ 12,167 $ 12,583 Variable lease cost 2,431 2,499 Short-term lease cost — 79 Total lease cost $ 14,598 $ 15,161 Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, Description 2020 2019 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 28,760 $ 26,167 Right-of-use assets obtained in exchange for lease obligations Operating leases (1) $ 5,229 $ 307,844 (1) ROU assets obtained in exchange for lease obligations in 2019 include transition liabilities upon implementation of the amended leasing guidance, as well as new leases entered into during the six months ended June 30, 2019. Maturities The aggregate maturities of the Company’s lease liabilities as of June 30, 2020 are as follows: Lease Maturities Operating Leases (amounts in thousands) Years ending December 31: Remainder of 2020 $ 23,982 2021 51,099 2022 45,441 2023 41,344 2024 38,006 Thereafter 133,804 Total lease payments $ 333,676 Less: imputed interest $ (59,825) Total $ 273,851 As of June 30, 2020, the Company has not entered into any leases that have not yet commenced. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 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 14, Assets Held For Sale, for additional information. Broadcasting Licenses June 30, December 31, (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,508,121 $ 2,516,625 Disposition of radio stations (See Note 2) — (17,940) Acquisitions (See Note 2) — 19,576 Loss on impairment (4,143) — Assets held for sale (See Note 14) (432) (10,140) Ending period balance $ 2,503,546 $ 2,508,121 The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information. Goodwill Carrying Amount June 30, December 31, (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,024,467 $ 982,663 Accumulated loss on impairment as of January 1, (980,547) (443,194) Goodwill beginning balance after cumulative loss on impairment as of January 1, 43,920 539,469 Loss on impairment during year — (537,353) Dispositions (See Note 2) — (4,862) Acquisitions (See Note 2) — 46,666 Measurement period adjustments to acquired goodwill (See Note 2) (28) — Ending period balance $ 43,892 $ 43,920 Interim Impairment Assessment In evaluating whether events or changes in circumstances indicate that an interim impairment assessment is required, management considers several factors in determining whether it is more likely than not that the carrying value of the Company’s broadcasting licenses or goodwill exceeds the fair value of the Company’s broadcasting licenses or goodwill. The analysis considers: (i) macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets; (ii) industry and market considerations such as deterioration in the environment in which the Company operates, an increased competitive environment, a change in the market for the Company’s products or services, or a regulatory or political development; (iii) cost factors such as increases in labor or other costs that have a negative effect on earnings and cash flows; (iv) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; (v) other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, bankruptcy, or litigation; (vi) events affecting a reporting unit such as a change in the composition or carrying amount of the Company’s net assets; and (vii) a sustained decrease in the Company’s share price. The Company evaluates the significance of identified events and circumstances on the basis of the weight of evidence along with how they could affect the relationship between the carrying value of the Company’s broadcasting licenses and goodwill and their respective fair value amounts, including positive mitigating events and circumstances. Subsequent to the annual impairment test conducted during the fourth quarter of 2019, the Company continued to monitor these factors listed above. Due to the current economic and market conditions related to the COVID-19 pandemic, and a contraction in the expected future economic and market conditions utilized in the annual impairment test conducted in the fourth quarter of 2019, the Company determined that the changes in circumstances warranted an interim impairment assessment on its broadcasting licenses during the second quarter of the current year. Due to changes in facts and circumstances, the Company revised its estimates with respect to projected operating performance and discount rates used in the interim impairment assessment. In connection with the interim impairment assessment conducted during the second quarter of 2020, the Company determined the carrying value of its broadcasting licenses was impaired and recorded an impairment loss of $4.1 million ($3.0 million net of tax). After assessing the totality of events and circumstances listed above, the Company determined that it was more likely than not that the fair value of the Company's goodwill, which is solely attributable to the podcasting reporting unit, was greater than its carrying amount. Accordingly, the Company did not conduct an impairment test on its goodwill during the second quarter of the current year. Broadcasting Licenses Impairment Test During the fourth quarter of 2019, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the condensed consolidated balance sheet for each of the Company's markets and, accordingly, no impairment was recorded. During the second quarter of the current year, the Company completed an interim impairment test for its broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company’s markets and, accordingly, recorded an impairment loss of $4.1 million, ($3.0 million, net of tax). Each market’s broadcasting licenses are combined into a single unit of accounting for purposes of testing impairment, as the broadcasting licenses in each market are operated as a single asset. The Company determines the fair value of the broadcasting licenses in each of its markets by relying on a discounted cash flow approach (a 10-year income model) 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. These assumptions include, but are not limited to: (i) the discount rate; (ii) the market share and profit margin of an average station within a market, based upon market size and station type; (iii) the forecast growth rate of each radio market; (iv) the estimated capital start-up costs and losses incurred during the early years; (v) the likely media competition within the market area; (vi) the tax rate; and (vii) future terminal values. The methodology used by the Company in determining its key estimates and assumptions was applied consistently to each market. Of the seven variables identified above, the Company believes that the assumptions in items (i) through (iii) above are the most important and sensitive in the determination of fair value. Assumptions and Results - Broadcasting Licenses The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments for each respective period. Estimates And Assumptions Second Quarter 2020 Fourth Quarter 2019 Fourth Quarter 2018 Second Quarter 2018 Second Quarter 2017 Discount rate 8.00 % 8.50 % 9.00 % 9.00 % 9.25 % Operating profit margin ranges expected for average stations in the markets where the Company operates 22% to 36% 18% to 36% 22% to 37% 22% to 37% 19% to 40% Forecasted growth rate (including long-term growth rate) range of the Company's markets 0.0% to 0.8% 0.0% to 0.8% 0.0% to 0.9% 0.5% to 1.0% 1.0% to 2.0% The Company believes it has made reasonable estimates and assumptions to calculate the fair value of its broadcasting licenses. These estimates and assumptions could be materially different from actual results. 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 condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment. Goodwill Impairment Test During the fourth quarter of 2019, the Company completed its annual impairment test for goodwill and determined that the fair value of the Company's goodwill attributable to the broadcast reporting unit was less than its carrying value. Accordingly, the Company recorded a $537.4 million impairment charge ($519.6 million, net of tax) on its goodwill during the fourth quarter of 2019. As a result of this impairment charge recorded in the fourth quarter of 2019, the Company has no goodwill attributable to the broadcast reporting unit. The remaining goodwill is entirely attributable to the podcasting reporting unit. The Company determined that it was more likely than not that the fair value of the podcasting reporting unit's goodwill exceeded its carrying value as of June 30, 2020. Accordingly, the Company did not proceed with conducting an impairment assessment. 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 condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | OTHER CURRENT LIABILITIES Other current liabilities consist of the following as of the periods indicated: Other Current Liabilities June 30, December 31, (amounts in thousands) Accrued compensation $ 13,907 $ 28,871 Accounts receivable credits 2,373 3,798 Advertiser obligations 4,422 4,095 Accrued interest payable 9,713 9,882 Unearned revenue 11,717 9,894 Unfavorable sports liabilities 4,634 4,634 Accrued benefits 5,819 6,321 Non-income tax liabilities 2,389 1,685 Income taxes payable — 3,925 Other 3,590 3,732 Total other current liabilities $ 58,564 $ 76,837 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt was comprised of the following as of the periods indicated: Long-Term Debt June 30, December 31, (amounts in thousands) Credit Facility Revolver $ 243,749 $ 117,000 Term B-2 Loan, due November 17, 2024 756,750 770,000 Plus unamortized premium 1,824 1,968 1,002,323 888,968 Notes 6.500% notes due May 1, 2027 425,000 425,000 Plus unamortized premium 4,659 5,000 429,659 430,000 Senior Notes 7.25% senior unsecured notes, due November 1, 2024 400,000 400,000 Plus unamortized premium 10,519 11,732 410,519 411,732 Other debt 807 873 Total debt before deferred financing costs 1,843,308 1,731,573 Current amount of long-term debt (5,488) (16,377) Deferred financing costs (excludes the revolving credit) (16,305) (18,082) Total long-term debt $ 1,821,515 $ 1,697,114 Outstanding standby letters of credit $ 6,389 $ 5,862 (A) Senior Debt 2019 Refinancing Activities - The Notes During the second quarter of 2019, the Company and its finance subsidiary, Entercom Media Corp., issued $325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the "Initial Notes") under an indenture dated as of April 30, 2019 (the "Base Indenture"). Interest on the Initial 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 Initial Notes may be redeemed at a price of 106.500% of their principal amount plus accrued interest. The prepayment premium continues to decrease over time to 100% of their principal amount plus accrued interest. The Company used net proceeds of the offering, along with cash on hand and $89.0 million borrowed under its revolving credit facility (the "Revolver"), to repay $425.0 million of existing indebtedness under the Company's term loan component previously outstanding (the "Term B-1 Loan"). During the fourth quarter of 2019, the Company and its finance subsidiary, Entercom Media Corp., issued $100.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional Notes"). The Additional Notes were issued as additional notes under the Base Indenture, as supplemented by a first supplemental indenture dated December 13, 2019 (the "First Supplemental Indenture"), and, together with the Base Indenture (the "Indenture"). The Additional Notes are treated as a single series with the $325.0 million Initial Notes (together, with the Additional Notes, the "Notes") and have substantially the same terms as the Initial Notes. The Additional Notes were issued at a price of 105.0% of their principal amount, plus accrued interest from November 1, 2019. The premium on the Notes will be amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the Notes is reflected on the balance sheet as an addition to the $425.0 million Notes. The Company used net proceeds of the Additional Notes offering to repay $96.7 million of existing indebtedness under the Company's Term B-1 Loan. Contemporaneous with this partial pay-down of the Term B-1 Loan, the Company replaced the remaining amount outstanding under the Term B-1 Loan with a Term B-2 loan (the "Term B-2 Loan"). The Notes are fully and unconditionally guaranteed on a senior secured second-lien basis by most of the direct and indirect subsidiaries of Entercom Media Corp. The Notes and the related guarantees are secured on a second-lien priority basis by liens on substantially all of the assets of Entercom Media Corp. and the guarantors. A default under the Company's Notes could cause a default under the Company's Credit Facility or Senior Notes. Any event of default, therefore, could have a material adverse effect on the Company's business and financial condition. The Notes are not a registered security and there are no plans to register the Notes as a security in the future. As a result, Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries. The Credit Facility Immediately following the 2019 refinancing activities described above, the Company's credit agreement (the "Credit Facility"), as amended, was comprised of a $250.0 million Revolver and a $770.0 million Term B-2 Loan. During the six months ended June 30, 2020, the Company: (i) borrowed the full amount available under the Revolver as a precautionary measure to preserve financial flexibility during the COVID-19 pandemic; and (ii) made required excess cash flow payments and quarterly amortization payments due under the Term B-2 Loan. On December 13, 2019, the Company executed an amendment to the Credit Facility ("Amendment No. 4") which, among other things: (i) replaced the Term B-1 Loan with the Term B-2 Loan; (ii) established a new class of revolving credit commitments from a portion of its existing Revolver with a later maturity date; and (iii) made certain other amendments to the Credit Facility. The Company executed Amendment No. 4 which established a new class of revolving credit commitment from a portion of its existing revolving commitments with a later maturity date than the revolving credit commitments immediately prior to the effectiveness of the amendments. All but one of the original lenders in the Revolver agreed to extend the maturity date from November 17, 2022 to August 19, 2024. As a result, approximately $227.3 million (the "New Class Revolver") of the $250.0 million Revolver has a maturity date of August 19, 2024, and approximately $22.7 million (the "Original Class Revolver") of the $250.0 million Revolver has a maturity date of November 17, 2022. 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. Most 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 Term B-2 Loan has a maturity date of November 17, 2024. The Term B-2 Loan amortizes, commencing on March 31, 2020: (i) with equal quarterly installments of principal in annual amounts equal to 1.0% of the original principal amount of the Term B-2 Loan; and (ii) mandatory yearly prepayments based upon a percentage of Excess Cash Flow as defined in the agreement. The Term B-2 Loan requires mandatory prepayments equal to a percentage of Excess Cash Flow, subject to incremental step-downs, depending on the Consolidated Net Secured Leverage Ratio. The Excess Cash Flow payment is based on the Excess Cash Flow and Consolidated Net First-Lien Leverage Ratio for the prior year. 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 June 30, 2020. 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 June 30, 2020, the Company’s Consolidated Net First Lien Leverage Ratio was 2.5 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. As of June 30, 2020, 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. The cash available from the Revolver is dependent on the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing. Subsequent to June 30, 2020, the Company executed an amendment to the Credit Facility which amends the Company's financial covenants under the Credit Facility. Refer to Note 17, Subsequent Events, for additional information. Entercom Media Corp., which is a wholly-owned subsidiary of the Company, holds the ownership in various subsidiary companies that own the operating assets, including broadcasting licenses, permits, authorizations and cash royalties. Entercom Media Corp. is the borrower under 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. Under certain covenants, the Company's subsidiary guarantors are restricted from paying dividends or distributions in excess of amounts defined under the Credit Facility, and the subsidiary guarantors are limited in their ability to incur additional indebtedness under certain restrictive covenants. (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 November 1, 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) Net Interest Expense The components of net interest expense are as follows: Net Interest Expense Six Months Ended 2020 2019 (amounts in thousands) Interest expense $ 45,059 $ 50,987 Amortization of deferred financing costs 1,943 1,472 Amortization of original issue discount (premium) of senior notes (1,698) (1,570) Interest income and other investment income (41) (725) Total net interest expense $ 45,263 $ 50,164 Net Interest Expense Three Months Ended 2020 2019 (amounts in thousands) Interest expense $ 21,505 $ 25,253 Amortization of deferred financing costs 998 671 Amortization of original issue discount (premium) of senior notes (849) (855) Interest income and other investment income (12) (125) Total net interest expense $ 21,642 $ 24,944 (D) 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 9, Derivative and Hedging Activities, for additional information. |
DERIVATIVE AND HEDGING ACTIVITI
DERIVATIVE AND HEDGING ACTIVITIES | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE AND HEDGING ACTIVITIES | 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. 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 June 30, 2020, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment: Type Notional Effective Collar Fixed Expiration Notional Amount (amounts (amounts Cap 2.75% Jun. 28, 2021 $ 340.0 Collar $ 460.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2022 $ 220.0 Jun. 28, 2023 $ 90.0 Total $ 460.0 For the six months ended June 30, 2020, the Company recorded the net change in the fair value of this derivative as a loss of $3.6 million (net of a tax benefit of $1.0 million as of June 30, 2020) to the condensed consolidated 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 June 30, 2020, the fair value of these derivatives was a liability of $3.8 million, and is recorded as other long-term liabilities on the condensed consolidated balance sheet. The Company expects to reclassify approximately $1.1 million of this amount to the condensed consolidated statement of operations over the next twelve months. The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of June 30, 2020 and December 31, 2019: Accumulated Derivative Gain (Loss) Description June 30, December 31, (amounts in thousands) Accumulated derivative unrealized gain (loss) $ (2,753) $ (139) When the relationship between the hedged item and hedging instrument is highly effective at achieving offsetting changes in cash flows attributable to the hedged risk, changes in the fair value of these cash flows are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified to interest expense as interest payments are made on such variable rate deposits. Amounts reported in accumulated other comprehensive income (loss) related to the interest rate collar will be reclassified to interest income or interest expense as interest payments are received or made. The following tables presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the six and three months ended June 30, 2020 and June 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 Six Months Ended June 30, 2020 2019 2020 2019 (amounts in thousands) $ (2,614) $ (224) $ 116 $ — Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations Three Months Ended June 30, 2020 2019 2020 2019 (amounts in thousands) $ (260) $ (224) $ 116 $ — Undesignated Derivatives The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the equity market risks associated with its non-qualified deferred compensation plan liabilities. The Company pays a floating rate, based on LIBOR, on the notional amount of the TRS. The TRS is designed to substantially offset changes in its non-qualified deferred compensation plan's liabilities due to changes in the value of the investment options made by employees. As of June 30, 2020, the notional investments underlying the TRS amounted to $24 million. The contract term of the TRS is through April 2021 and is settled on a monthly basis, therefore limiting counterparty performance risk. The Company did not designate the TRS as an accounting hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | NET INCOME (LOSS) PER COMMON SHARE The following tables present the computations of basic and diluted net income (loss) per share from continuing operations: Three Months Ended Six Months Ended 2020 2019 2020 2019 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income (loss) $ (53,811) $ 25,992 $ (62,949) $ 29,116 Denominator Basic weighted average shares outstanding 134,805 138,760 134,786 138,685 Net income (loss) per share - Basic $ (0.40) $ 0.19 $ (0.47) $ 0.21 Diluted Income (Loss) Per Share Numerator Net income (loss) $ (53,811) $ 25,992 $ (62,949) $ 29,116 Denominator Basic weighted average shares outstanding 134,805 138,760 134,786 138,685 Effect of RSUs and options under the treasury stock method — 314 — 537 Diluted weighted average shares outstanding 134,805 139,074 134,786 139,222 Net income (loss) per share - Diluted $ (0.40) $ 0.19 $ (0.47) $ 0.21 Disclosure of Anti-Dilutive Shares The following table presents those shares excluded as they were anti-dilutive: Three Months Ended Six Months Ended Impact Of Equity Issuances 2020 2019 2020 2019 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 609 545 609 550 Price range of options: from $ 3.54 $ 6.43 $ 3.54 $ 6.43 Price range of options: to $ 13.98 $ 13.98 $ 13.98 $ 13.98 RSUs with service conditions 2,497 2,239 2,708 1,807 RSUs excluded with service and market conditions as market conditions not met 199 70 199 70 Excluded shares as anti-dilutive when reporting a net loss 70 — 133 — |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 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 year-to-date period ended June 30, 2020: Period Ended Number of Restricted Stock Units Weighted Average Purchase Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value as of June 30, (amounts in thousands) RSUs outstanding as of: December 31, 2019 3,861 RSUs awarded June 30, 2020 580 RSUs released June 30, 2020 (1,599) RSUs forfeited June 30, 2020 (170) RSUs outstanding as of: June 30, 2020 2,672 $ — 1.4 $ 3,661 RSUs vested and expected to vest as of: June 30, 2020 2,672 $ — 1.4 $ 3,661 RSUs exercisable (vested and deferred) as of: June 30, 2020 41 $ — 0 $ 57 Weighted average remaining recognition period in years 2.3 Unamortized compensation expense $ 13,999 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 Option Activity The following table provides summary information related to the exercise of stock options: Six Months Ended Option Exercise Data 2020 2019 (amounts in thousands) Intrinsic value of options exercised $ — $ 1,272 Tax benefit from options exercised (1) $ — $ 73 Cash received from exercise price of options exercised $ — $ 244 (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 under the Plan during the current year-to-date period ended June 30, 2020: Period Ended Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value as of June 30 (amounts in thousands) Options outstanding as of: December 31, 2019 543 $ 12.06 Options granted June 30, 2020 66 5.40 Options outstanding as of: June 30, 2020 609 $ 11.33 4.3 $ — Options vested and expected to vest as of: June 30, 2020 609 $ 11.33 4.3 $ — Options vested and exercisable as of: June 30, 2020 543 $ 12.06 3.7 $ — Weighted average remaining recognition period in years 1.0 Unamortized compensation expense $ 50 The following table summarizes significant ranges of outstanding and exercisable options as of the current period: Options Outstanding Options Exercisable Range of Number of Options Outstanding June 30, Weighted Weighted Number of Options Exercisable June 30, Weighted From To $ 3.54 7.01 66,775 9.0 5.40 — $ — $ 9.66 13.98 542,582 3.7 12.06 542,582 $ 12.06 $ 3.54 13.98 609,357 4.3 11.33 542,582 $ 12.06 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: Six Months Ended 2020 2019 (amounts in thousands) Station operating expenses $ 1,029 $ 2,668 Corporate general and administrative expenses 3,195 4,298 Stock-based compensation expense included in operating expenses 4,224 6,966 Income tax benefit (1) 950 1,493 After-tax stock-based compensation expense $ 3,274 $ 5,473 Three Months Ended 2020 2019 (amounts in thousands) Station operating expenses $ 527 $ 1,243 Corporate general and administrative expenses 1,917 2,150 Stock-based compensation expense included in operating expenses 2,444 3,393 Income tax benefit (1) 581 745 After-tax stock-based compensation expense $ 1,863 $ 2,648 (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 | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Tax Rates for the Six Months and Three Months Ended June 30, 2020 The Company recognized an income tax benefit for the six and three months ended June 30, 2020 at effective income tax rates of 20.5% and 19.6%, respectively, which was determined using a forecasted rate based upon projected taxable income for the full year. The effective income tax rate for the period was impacted by a discrete income tax expense item related to the shortfall associated with share-based awards. The Company estimates that its 2020 annual tax rate before discrete items, will be between 20% and 25%. 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. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of the COVID-19 pandemic. The CARES Act includes significant business tax provisions that, among other things, includes the removal of certain limitations on the utilization of net operating losses, increases the loss carry back period for certain losses to five years, and increases the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. The Company determined the CARES Act will not have a material impact on its overall income tax expense. Tax Rates for the Six Months and Three Months Ended June 30, 2019 The effective income tax rates were 32.6% and 31.7% for the six months and three months ended June 30, 2019, respectively, which was determined using a forecasted rate based upon projected taxable income for the full year. Net Deferred Tax Assets and Liabilities As of June 30, 2020, and December 31, 2019, net deferred tax liabilities were $539.9 million and $549.7 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 | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 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 Description Balance at June 30, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 29,444 $ 23,388 $ — $ — $ 6,056 Interest Rate Cash Flow Hedge (3) $ 3,753 $ — $ 3,753 $ — $ — Description Balance at December 31, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 33,229 $ 25,592 $ — $ — $ 7,637 Interest Rate Cash Flow Hedge (3) $ 189 $ — $ 189 $ — $ — (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. During the fourth quarter of 2019, the Company reviewed the fair value of its broadcasting licenses and goodwill. As a result of this assessment, the Company concluded that its broadcasting licenses were not impaired as the fair value of these assets exceeded their carrying value. As a result of this assessment, the Company concluded that its goodwill attributable to its broadcast reporting unit was impaired as the fair value was less than its carrying value. Accordingly, the Company recorded a $537.4 million impairment charge ($519.6 million, net of tax) on its goodwill in the fourth quarter of 2019. During the second quarter of 2020, the Company reviewed the fair value of its broadcasting licenses. As a result of this assessment, the Company concluded that certain of its broadcasting licenses were impaired as the fair value of these assets was less than their carrying value. Accordingly, the Company recorded a $4.1 million impairment charge ($3.0 million, net of tax) on its broadcasting licenses in the second quarter of 2020. The Company performs reviews of its ROU assets for impairment when evidence exists that the carrying value of an asset may not be recoverable. During the fourth quarter of 2019, the Company recorded a $6.0 million impairment charge related to ROU asset impairment. The Company recorded an immaterial impairment charge related to ROU asset impairment during the six months ended June 30, 2020. During the fourth quarter of 2019, the Company recorded a $2.2 million impairment charge related to impairment of property and equipment. During the six months ended June 30, 2020, there were no events or changes in circumstances which indicated the Company’s investments, property and equipment, other intangible assets, or assets held for sale may not be recoverable. 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 dates indicated: June 30, December 31, Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) Term B-2 Loan (1) $ 756,750 $ 699,994 $ 770,000 $ 774,813 Revolver (2) $ 243,749 $ 243,749 $ 117,000 $ 117,000 Senior Notes (3) $ 400,000 $ 338,000 $ 400,000 $ 423,250 Notes (4) $ 425,000 $ 386,750 $ 425,000 $ 454,750 Other debt (5) $ 807 $ 873 Letters of credit (5) $ 6,389 $ 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-2 Loan was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (2) The fair value of the 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) The Company does not believe it is practicable to estimate the fair value of the other debt or the outstanding standby letters of credit. 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, 2019. The following table presents the Company’s investments valued under the measurement alternative as of the dates indicated: Investments Valued Under the Measurement Alternative June 30, December 31, (amounts in thousands) Investment balance before cumulative impairment as of January 1, $ 3,305 $ 11,205 Accumulated impairment as of January 1, — — Investment beginning balance after cumulative impairment as of January 1, 3,305 11,205 Removal of investment in connection with step acquisition — (9,700) Acquisition of interest in a privately held company — 1,800 Ending period balance $ 3,305 $ 3,305 |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE | ASSETS HELD FOR SALE 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, 2019, the Company entered into an agreement with a third party to dispose of equipment and a broadcasting license in Boston, Massachusetts. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2019. In aggregate, these assets had a carrying value of approximately $10.2 million. In the second quarter of 2020, the Company completed this sale for $10.8 million in cash. The Company recognized a gain on the sale, net of sales commissions and other expenses, of approximately $0.2 million. During the second quarter of 2020, the Company entered into an agreement with a third party to dispose of equipment and two broadcasting licenses in Greensboro, North Carolina. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at June 30, 2020. In aggregate, these assets had a carrying value of $0.5 million. This transaction is expected to close within one year. 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 as of the dates indicated: Assets Held for Sale June 30, 2020 December 31, 2019 (amounts in thousands) Net property and equipment 77 48 Radio broadcasting licenses 432 10,140 Total intangibles 432 10,140 Net assets held for sale $ 509 $ 10,188 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | 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 as of the dates indicated: Dividend Equivalent Liabilities Balance Sheet Location June 30, December 31, (amounts in thousands) Short-term Other current liabilities $ 496 $ 811 Long-term Other long-term liabilities 527 913 Total $ 1,023 $ 1,724 Employee Stock Purchase Plan The Company’s 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. Following the purchase of shares under the ESPP for the first quarter of 2020, the Company temporarily suspended the ESPP. The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated: Six Months Ended 2020 2019 (amounts in thousands) Number of shares purchased 166 159 Non-cash compensation expense recognized $ 43 $ 131 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, the Notes and the Senior Notes. During the six months ended June 30, 2020, the Company did not repurchase any shares under the 2017 Share Repurchase Program. As of June 30, 2020, $41.6 million is available for future share repurchases under the 2017 Share Repurchase Program. Shareholder Rights Agreement On April 20, 2020, the Company entered into a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (as amended from time to time, the "Rights Agreement"), which was previously approved by the Board of Directors of the Company (the "Board of Directors"). In connection with the Rights Agreement, a dividend was declared of one preferred stock purchase right (each, a "Class A Right") for each share of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), and one preferred stock purchase right (each, a "Class B Right" and, together with the Class A Rights, the "Rights") for each share of the Company's Class B common stock, par value $0.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), outstanding at the close of business on May 5, 2020 (the "Record Date"). Once the Rights become exercisable, each Right will entitle the holder of each Class A Right to purchase one one-thousandth of a share of the Company's Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred"), and, with respect to each Class B Right, one one-thousandth of a share of the Company's Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred"), at a price of $6.06 per one one-thousandth of a share of Series A Preferred or Series B Preferred, as applicable (in each case, the "Purchase Price"). At the election of the Board of Directors, shares of Series A Preferred and Series B Preferred are convertible into shares of Class A Common Stock and Class B Common Stock, respectively. The Rights will expire on April 20, 2021, subject to the Company's right to extend such date, unless earlier redeemed or exchanged by the Company or terminated. The rights have an immaterial fair value. In the event that a person becomes an Acquiring Person (as defined in the Rights Agreement, an "Acquiring Person") or if the Company were the surviving corporation in a merger with an Acquiring Person or any affiliate or associate of, or any person acting in concert with, an Acquiring Person and shares of Common Stock were not changed or exchanged in such merger, each holder of a Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be void), will thereafter have the right to receive upon exercise that number of one-thousandths of a share of Series A Preferred or Series B Preferred, as applicable, equal to the number of shares of Class A Common Stock having a market value of two times the then current Purchase Price of one Right. In the event that, after a person has become an Acquiring Person, the Company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon exercise at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current Purchase Price of one Right. At any time after a person becomes an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or the acquisition by such Acquiring Person acquiring 50% or more of the then outstanding Class A Common Stock, the Board of Directors may cause the Company to exchange the Rights (other than Rights owned by an Acquiring Person which have become void), in whole or in part, for shares of Series A Preferred or Series B Preferred, as applicable, at an exchange rate of one one-thousandth of a share of Series A Preferred per Class A Right and one one-thousandth of a share of Series B Preferred per Class B Right. In the event that the Company receives a Qualifying Offer (as defined in the Rights Agreement), the holders of record of at least 10% or more of the shares of Common Stock then outstanding may submit to the Board of Directors a written demand requesting that the Board of Directors call a special meeting of the Company's shareholders for the purpose of voting on whether or not to exempt such Qualifying Offer from the terms of the Rights agreement. Upon the effective date of the exemption of the Rights, the right to exercise the Rights with respect to the Qualifying Offer will terminate. The Rights are designed to assure that all of the Company's shareholders receive fair and equal treatment in the event of any proposed takeover of the Company. The Rights will cause substantial dilution to a person or group that acquires 10% (15% in the case of a passive institutional investor) or more of the Class A Common Stock on terms not approved by the Board of Directors. The adoption of the Rights Agreement was not a taxable event and did not have any material impact on the Company's financial reporting. |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | 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 March 2, 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Events occurring after June 30, 2020, 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: Credit Facility - Amendment No. 5 On July 20, 2020, Entercom Media Corp, a wholly-owned subsidiary of the Company, entered into an amendment ("Amendment No. 5") to the Credit Agreement, dated October 17, 2016 (as previously amended, the "Existing Credit Agreement" and, as amended by Amendment No. 5, the "Credit Agreement"), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 5, among other things: (a) amended the Company's financial covenants under the Credit Agreement by: (i) suspending the testing of the Consolidated Net First Lien Leverage Ratio (as defined in the Credit Agreement) through the Test Period (as defined in the Credit Agreement) ending December 31, 2020; (ii) adding a new minimum liquidity covenant of $75.0 million until December 31, 2021, or such earlier date as the Company may elect (the "Covenant Relief Period"); and (iii) imposing certain restrictions during the Covenant Relief Period, including among other things, certain limitations on incurring additional indebtedness and liens, making restricted payments or investments, redeeming notes and entering into certain sale and lease-back transactions; (b) increased the interest rate and/or fees under the Credit Agreement during the Covenant Relief Period applicable to: (i) 2024 Revolving Credit Loans (as defined in the Credit Agreement) to (x) in the case of Eurodollar Rate Loans (as defined in the Credit Agreement), a customary Eurodollar rate formula plus a margin of 2.50% per annum, and (y) in the case of Base Rate Loans (as defined in the Credit Agreement), a customary base rate formula plus a margin of 1.50% per annum, and (ii) Letter of Credit (as defined in the Credit Agreement) fees to 2.50% times the daily maximum amount available to be drawn under any such Letter of Credit; and (c) modified the definition of Consolidated EBITDA by setting fixed amounts for the fiscal quarters ending June 30, 2020, September 30, 2020, and December 31, 2020, for purposes of testing compliance with the Consolidated Net First Lien Leverage Ratio financial covenant during the Covenant Relief Period, which fixed amounts correspond to the Borrower's Consolidated EBITDA as reported under the Existing Credit Agreement for the Test Period ended March 31, 2020, for the fiscal quarters ending June 30, 2019, September 30, 2019, and December 31, 2019, respectively. FCC Matter On July 22, 2020, the Company and the FCC entered into a consent decree for the purpose of terminating the FCC's investigation into the timeliness of the Company’s compliance with respect to the political file record keeping obligations for all |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | The interim unaudited condensed consolidated 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 condensed consolidated 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 consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019, and filed with the SEC on March 2, 2020, 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 June 30, 2020, and December 31, 2019, there were no VIEs requiring consolidation in these financial statements. There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in its Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 2, 2020. |
COVID-19 | COVID-19 In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak with infections throughout the world. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has led to emergency measures to combat its spread, including government-issued stay-at-home orders, implementation of travel bans, restrictions and limitations on social gatherings, closures of factories, schools, public buildings and businesses and has forced the implementation of alternative work arrangements. These emergency measures have had and are expected to continue to have an adverse effect on the Company's business and operations. While the full impact of this outbreak is not yet known, the Company is closely monitoring the spread of COVID-19 and continually assessing its effects on the Company, including how it has and will continue to have an impact on advertisers, professional sports and live events. In response to the COVID-19 pandemic, the Company has taken certain measures to mitigate the COVID-19 pandemic's financial impact, including, but not limited to: (i) borrowing the full amount available under the Company's revolving credit facility as a precautionary measure to preserve financial flexibility; (ii) temporary salary reductions implemented across senior management and the broader organization; (iii) temporary freezing of contractual salary increases in 2020; (iv) furlough and termination of select employees; (v) suspension of new employee hiring, travel and entertainment, 401(k) matching program, employee stock purchase program, and quarterly dividend program; and (vi) reduction of sales and promotions spend as well as certain consulting and other discretionary expenses. |
Recent Accounting Pronouncements | 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 consolidated financial statements contained in its Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 2, 2020) that might have a material impact on the Company’s financial position, results of operations or cash flows. Income Taxes In December 2019, the accounting guidance for income taxes was amended to simplify accounting for certain income tax transactions. The amended accounting guidance made changes to accounting for intraperiod tax allocations and interim period tax accounting where the year-to-date loss exceeds the expected annual loss, among others. The Company implemented the amended accounting guidance for income taxes on January 1, 2020, without a need to make an adjustment to retained earnings. There was no impact to previously reported results of operations for any interim period. Measurement of Credit Losses |
Income Taxes | Income TaxesIn December 2019, the accounting guidance for income taxes was amended to simplify accounting for certain income tax transactions. The amended accounting guidance made changes to accounting for intraperiod tax allocations and interim period tax accounting where the year-to-date loss exceeds the expected annual loss, among others. The Company implemented the amended accounting guidance for income taxes on January 1, 2020, without a need to make an adjustment to retained earnings. There was no impact to previously reported results of operations for any interim period. |
Measurement for Credit Losses | Measurement of Credit LossesIn June 2016, the accounting guidance for the measurement of credit losses on financial instruments was amended to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit. The amended guidance replaced the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. The amended guidance eliminated the probable initial recognition threshold and, in turn, reflects an entity's current estimate of all expected credit losses. The amended guidance does not specify the method for measuring expected credit losses, and the Company is permitted to apply methods that reasonably reflect its expectations of the credit loss estimate. The Company implemented the amended accounting guidance for measurement of credit losses on January 1, 2020, without a need to make an adjustment to retained earnings. There was no impact to previously reported results of operations for any interim period. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | 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. Measurement Preliminary Value Period Adjustment As Adjusted (amounts in thousands) Assets Property, plant and equipment $ 654 $ — $ 654 Total tangible property 654 — 654 Operating lease right-of-use asset 62 — 62 Deferred tax asset 2,900 28 2,928 Cadence13 brand 5,977 — 5,977 Goodwill 31,392 (28) 31,364 Total tangible and other assets 40,331 — 40,331 Operating lease liabilities (985) — (985) Net working capital (757) — (757) Preliminary fair value of net assets acquired $ 39,243 $ — $ 39,243 Final Value (amounts in thousands) Assets Accounts receivable $ 997 Pineapple Street Media brand 1,793 Goodwill 12,445 Total assets $ 15,235 Unearned revenue 238 Accounts payable 30 Total liabilities $ 268 Final fair value of net assets acquired $ 14,967 The following table reflects the final allocation of the purchase price to the assets acquired. Final Value (amounts in thousands) Assets Equipment $ 844 Total tangible property 844 Radio broadcasting licenses 19,576 Goodwill 2,080 Total intangible and other assets 21,656 Total assets $ 22,500 Final fair value of net assets acquired $ 22,500 |
Business Acquisition, Pro Forma Information | 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 Six Months Ended 2020 2019 2020 2019 (amounts in thousands except share and per share data) Actual Pro Forma Actual Pro Forma Net revenues $ 175,868 $ 394,006 $ 472,898 $ 714,019 Net income (loss) $ (53,811) $ 24,285 $ (62,949) $ 25,861 Net income (loss) per common share - basic $ (0.40) $ 0.18 $ (0.47) $ 0.19 Net income (loss) per common share - diluted $ (0.40) $ 0.17 $ (0.47) $ 0.19 Weighted shares outstanding basic 134,804,963 138,760,483 134,785,749 138,684,845 Weighted shares outstanding diluted 134,804,963 139,074,229 134,785,749 139,221,904 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The components of restructuring charges are as follows: Six Months Ended 2020 2019 (amounts in thousands) Workforce reduction 9,055 3,793 Other restructuring costs 49 583 Total restructuring charges $ 9,104 $ 4,376 Three Months Ended 2020 2019 (amounts in thousands) Workforce reduction 4,895 3,100 Other restructuring costs — 262 Total restructuring charges $ 4,895 $ 3,362 |
Schedule of Restructuring Reserve | Six Months Ended June 30, 2020 Twelve Months Ended December 31, 2019 (amounts in thousands) Restructuring charges, beginning balance $ 4,251 $ 7,077 Additions 9,104 6,976 Payments (9,049) (9,802) Restructuring charges unpaid and outstanding 4,306 4,251 Restructuring charges - noncurrent portion (1,002) (1,483) Restructuring charges - current portion $ 3,304 $ 2,768 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenues [Abstract] | |
Contract Assets and Liabilities balances and changes | 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 $0.9 million and $5.1 million as of June 30, 2020 and December 31, 2019, respectively. Description June 30, December 31, (amounts in thousands) Receivables, included in "Accounts receivable net of allowance for doubtful accounts" $ 196,265 $ 376,504 Unearned revenue - current 11,717 9,894 Unearned revenue - noncurrent 1,703 2,113 Significant changes in the contract liabilities balances during the period are as follows: Six Months Ended Description Unearned Revenue (amounts in thousands) Beginning balance on January 1, 2020 $ 12,007 Revenue recognized during the period that was included in the beginning balance of contract liabilities (1,729) Additional amounts recognized during period 3,142 Ending balance $ 13,420 |
Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Six Months Ended 2020 2019 Revenue by Source (amounts in thousands) Broadcast revenues $ 444,372 $ 635,086 Event and other revenues 23,098 46,401 Trade and barter revenues 5,428 8,183 Net revenues $ 472,898 $ 689,670 Three Months Ended 2020 2019 Revenue by Source (amounts in thousands) Broadcast revenues $ 167,615 $ 350,620 Event and other revenues 6,312 26,875 Trade and barter revenues 1,941 3,170 Net revenues $ 175,868 $ 380,665 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Components of Lease Expense Table | The components of lease expense were as follows: Six Months Ended June 30, Lease Cost 2020 2019 (amounts in thousands) Operating lease cost $ 24,313 $ 25,051 Variable lease cost 5,198 $ 4,551 Short-term lease cost — $ 177 Total lease cost $ 29,511 $ 29,779 Three Months Ended Lease Cost 2020 2019 (amounts in thousands) Operating lease cost $ 12,167 $ 12,583 Variable lease cost 2,431 2,499 Short-term lease cost — 79 Total lease cost $ 14,598 $ 15,161 |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, Description 2020 2019 (amounts in thousands) Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 28,760 $ 26,167 Right-of-use assets obtained in exchange for lease obligations Operating leases (1) $ 5,229 $ 307,844 (1) ROU assets obtained in exchange for lease obligations in 2019 include transition liabilities upon implementation of the amended leasing guidance, as well as new leases entered into during the six months ended June 30, 2019. |
Aggregate Maturities of Lease Liabilities | The aggregate maturities of the Company’s lease liabilities as of June 30, 2020 are as follows: Lease Maturities Operating Leases (amounts in thousands) Years ending December 31: Remainder of 2020 $ 23,982 2021 51,099 2022 45,441 2023 41,344 2024 38,006 Thereafter 133,804 Total lease payments $ 333,676 Less: imputed interest $ (59,825) Total $ 273,851 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the Changes in Broadcasting License | The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, Business Combinations, and Note 14, Assets Held For Sale, for additional information. Broadcasting Licenses June 30, December 31, (amounts in thousands) Broadcasting licenses balance as of January 1, $ 2,508,121 $ 2,516,625 Disposition of radio stations (See Note 2) — (17,940) Acquisitions (See Note 2) — 19,576 Loss on impairment (4,143) — Assets held for sale (See Note 14) (432) (10,140) Ending period balance $ 2,503,546 $ 2,508,121 |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information. Goodwill Carrying Amount June 30, December 31, (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 1,024,467 $ 982,663 Accumulated loss on impairment as of January 1, (980,547) (443,194) Goodwill beginning balance after cumulative loss on impairment as of January 1, 43,920 539,469 Loss on impairment during year — (537,353) Dispositions (See Note 2) — (4,862) Acquisitions (See Note 2) — 46,666 Measurement period adjustments to acquired goodwill (See Note 2) (28) — Ending period balance $ 43,892 $ 43,920 |
Schedule of assumptions and estimates for broadcasting licenses impairment testing | The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments for each respective period. Estimates And Assumptions Second Quarter 2020 Fourth Quarter 2019 Fourth Quarter 2018 Second Quarter 2018 Second Quarter 2017 Discount rate 8.00 % 8.50 % 9.00 % 9.00 % 9.25 % Operating profit margin ranges expected for average stations in the markets where the Company operates 22% to 36% 18% to 36% 22% to 37% 22% to 37% 19% to 40% Forecasted growth rate (including long-term growth rate) range of the Company's markets 0.0% to 0.8% 0.0% to 0.8% 0.0% to 0.9% 0.5% to 1.0% 1.0% to 2.0% |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consist of the following as of the periods indicated: Other Current Liabilities June 30, December 31, (amounts in thousands) Accrued compensation $ 13,907 $ 28,871 Accounts receivable credits 2,373 3,798 Advertiser obligations 4,422 4,095 Accrued interest payable 9,713 9,882 Unearned revenue 11,717 9,894 Unfavorable sports liabilities 4,634 4,634 Accrued benefits 5,819 6,321 Non-income tax liabilities 2,389 1,685 Income taxes payable — 3,925 Other 3,590 3,732 Total other current liabilities $ 58,564 $ 76,837 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt was comprised of the following as of the periods indicated: Long-Term Debt June 30, December 31, (amounts in thousands) Credit Facility Revolver $ 243,749 $ 117,000 Term B-2 Loan, due November 17, 2024 756,750 770,000 Plus unamortized premium 1,824 1,968 1,002,323 888,968 Notes 6.500% notes due May 1, 2027 425,000 425,000 Plus unamortized premium 4,659 5,000 429,659 430,000 Senior Notes 7.25% senior unsecured notes, due November 1, 2024 400,000 400,000 Plus unamortized premium 10,519 11,732 410,519 411,732 Other debt 807 873 Total debt before deferred financing costs 1,843,308 1,731,573 Current amount of long-term debt (5,488) (16,377) Deferred financing costs (excludes the revolving credit) (16,305) (18,082) Total long-term debt $ 1,821,515 $ 1,697,114 Outstanding standby letters of credit $ 6,389 $ 5,862 |
Schedule Of Net Interest Expense | The components of net interest expense are as follows: Net Interest Expense Six Months Ended 2020 2019 (amounts in thousands) Interest expense $ 45,059 $ 50,987 Amortization of deferred financing costs 1,943 1,472 Amortization of original issue discount (premium) of senior notes (1,698) (1,570) Interest income and other investment income (41) (725) Total net interest expense $ 45,263 $ 50,164 Net Interest Expense Three Months Ended 2020 2019 (amounts in thousands) Interest expense $ 21,505 $ 25,253 Amortization of deferred financing costs 998 671 Amortization of original issue discount (premium) of senior notes (849) (855) Interest income and other investment income (12) (125) Total net interest expense $ 21,642 $ 24,944 |
DERIVATIVE AND HEDGING ACTIVI_2
DERIVATIVE AND HEDGING ACTIVITIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Outstanding Derivatives | As of June 30, 2020, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment: Type Notional Effective Collar Fixed Expiration Notional Amount (amounts (amounts Cap 2.75% Jun. 28, 2021 $ 340.0 Collar $ 460.0 Jun. 25, 2019 Floor 0.402% Jun. 28, 2024 Jun. 28, 2022 $ 220.0 Jun. 28, 2023 $ 90.0 Total $ 460.0 |
Accumulated Derivatives Gain (Loss) Included in Comprehensive Income (Loss) | The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of June 30, 2020 and December 31, 2019: Accumulated Derivative Gain (Loss) Description June 30, December 31, (amounts in thousands) Accumulated derivative unrealized gain (loss) $ (2,753) $ (139) 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 Six Months Ended June 30, 2020 2019 2020 2019 (amounts in thousands) $ (2,614) $ (224) $ 116 $ — Other Comprehensive Income (Loss) Net Change in Accumulated Derivative Unrealized Gain (Loss) Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations Three Months Ended June 30, 2020 2019 2020 2019 (amounts in thousands) $ (260) $ (224) $ 116 $ — |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Earnings Per Share Reconciliation | The following tables present the computations of basic and diluted net income (loss) per share from continuing operations: Three Months Ended Six Months Ended 2020 2019 2020 2019 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income (loss) $ (53,811) $ 25,992 $ (62,949) $ 29,116 Denominator Basic weighted average shares outstanding 134,805 138,760 134,786 138,685 Net income (loss) per share - Basic $ (0.40) $ 0.19 $ (0.47) $ 0.21 Diluted Income (Loss) Per Share Numerator Net income (loss) $ (53,811) $ 25,992 $ (62,949) $ 29,116 Denominator Basic weighted average shares outstanding 134,805 138,760 134,786 138,685 Effect of RSUs and options under the treasury stock method — 314 — 537 Diluted weighted average shares outstanding 134,805 139,074 134,786 139,222 Net income (loss) per share - Diluted $ (0.40) $ 0.19 $ (0.47) $ 0.21 |
Schedule of Antidilutive Shares Excluded | The following table presents those shares excluded as they were anti-dilutive: Three Months Ended Six Months Ended Impact Of Equity Issuances 2020 2019 2020 2019 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 609 545 609 550 Price range of options: from $ 3.54 $ 6.43 $ 3.54 $ 6.43 Price range of options: to $ 13.98 $ 13.98 $ 13.98 $ 13.98 RSUs with service conditions 2,497 2,239 2,708 1,807 RSUs excluded with service and market conditions as market conditions not met 199 70 199 70 Excluded shares as anti-dilutive when reporting a net loss 70 — 133 — |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Changes in RSUs | The following is a summary of the changes in RSUs under the Plan during the current year-to-date period ended June 30, 2020: Period Ended Number of Restricted Stock Units Weighted Average Purchase Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value as of June 30, (amounts in thousands) RSUs outstanding as of: December 31, 2019 3,861 RSUs awarded June 30, 2020 580 RSUs released June 30, 2020 (1,599) RSUs forfeited June 30, 2020 (170) RSUs outstanding as of: June 30, 2020 2,672 $ — 1.4 $ 3,661 RSUs vested and expected to vest as of: June 30, 2020 2,672 $ — 1.4 $ 3,661 RSUs exercisable (vested and deferred) as of: June 30, 2020 41 $ — 0 $ 57 Weighted average remaining recognition period in years 2.3 Unamortized compensation expense $ 13,999 |
Summary of Stock Options Exercised | The following table provides summary information related to the exercise of stock options: Six Months Ended Option Exercise Data 2020 2019 (amounts in thousands) Intrinsic value of options exercised $ — $ 1,272 Tax benefit from options exercised (1) $ — $ 73 Cash received from exercise price of options exercised $ — $ 244 (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 Option Activity | The following table presents the option activity under the Plan during the current year-to-date period ended June 30, 2020: Period Ended Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value as of June 30 (amounts in thousands) Options outstanding as of: December 31, 2019 543 $ 12.06 Options granted June 30, 2020 66 5.40 Options outstanding as of: June 30, 2020 609 $ 11.33 4.3 $ — Options vested and expected to vest as of: June 30, 2020 609 $ 11.33 4.3 $ — Options vested and exercisable as of: June 30, 2020 543 $ 12.06 3.7 $ — Weighted average remaining recognition period in years 1.0 Unamortized compensation expense $ 50 |
Summary of Significant Ranges of Outstanding and Exercisable Options | The following table summarizes significant ranges of outstanding and exercisable options as of the current period: Options Outstanding Options Exercisable Range of Number of Options Outstanding June 30, Weighted Weighted Number of Options Exercisable June 30, Weighted From To $ 3.54 7.01 66,775 9.0 5.40 — $ — $ 9.66 13.98 542,582 3.7 12.06 542,582 $ 12.06 $ 3.54 13.98 609,357 4.3 11.33 542,582 $ 12.06 |
Schedule of 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: Six Months Ended 2020 2019 (amounts in thousands) Station operating expenses $ 1,029 $ 2,668 Corporate general and administrative expenses 3,195 4,298 Stock-based compensation expense included in operating expenses 4,224 6,966 Income tax benefit (1) 950 1,493 After-tax stock-based compensation expense $ 3,274 $ 5,473 Three Months Ended 2020 2019 (amounts in thousands) Station operating expenses $ 527 $ 1,243 Corporate general and administrative expenses 1,917 2,150 Stock-based compensation expense included in operating expenses 2,444 3,393 Income tax benefit (1) 581 745 After-tax stock-based compensation expense $ 1,863 $ 2,648 (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) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Recurring Fair Value Measurements | The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels. Fair Value Measurements At Reporting Date Description Balance at June 30, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 29,444 $ 23,388 $ — $ — $ 6,056 Interest Rate Cash Flow Hedge (3) $ 3,753 $ — $ 3,753 $ — $ — Description Balance at December 31, Quoted prices in active markets Level 1 Significant other observable inputs Level 2 Significant unobservable inputs Level 3 Measured at Net Asset Value as a Practical Expedient (2) (amounts in thousands) Liabilities Deferred compensation plan liabilities (1) $ 33,229 $ 25,592 $ — $ — $ 7,637 Interest Rate Cash Flow Hedge (3) $ 189 $ — $ 189 $ — $ — (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 | The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the dates indicated: June 30, December 31, Carrying Value Fair Value Carrying Value Fair Value (amounts in thousands) Term B-2 Loan (1) $ 756,750 $ 699,994 $ 770,000 $ 774,813 Revolver (2) $ 243,749 $ 243,749 $ 117,000 $ 117,000 Senior Notes (3) $ 400,000 $ 338,000 $ 400,000 $ 423,250 Notes (4) $ 425,000 $ 386,750 $ 425,000 $ 454,750 Other debt (5) $ 807 $ 873 Letters of credit (5) $ 6,389 $ 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-2 Loan was based on quoted prices for these instruments and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets. (2) The fair value of the 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) The Company does not believe it is practicable to estimate the fair value of the other debt or the outstanding standby letters of credit. |
Investments Valued Under The Measurement Alternative | The following table presents the Company’s investments valued under the measurement alternative as of the dates indicated: Investments Valued Under the Measurement Alternative June 30, December 31, (amounts in thousands) Investment balance before cumulative impairment as of January 1, $ 3,305 $ 11,205 Accumulated impairment as of January 1, — — Investment beginning balance after cumulative impairment as of January 1, 3,305 11,205 Removal of investment in connection with step acquisition — (9,700) Acquisition of interest in a privately held company — 1,800 Ending period balance $ 3,305 $ 3,305 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held-for-sale by Major Category | The major categories of these assets held for sale are as follows as of the dates indicated: Assets Held for Sale June 30, 2020 December 31, 2019 (amounts in thousands) Net property and equipment 77 48 Radio broadcasting licenses 432 10,140 Total intangibles 432 10,140 Net assets held for sale $ 509 $ 10,188 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Amounts Accrued and Unpaid on Unvested RSUs | The following table presents the amounts accrued and unpaid on unvested RSUs as of the dates indicated: Dividend Equivalent Liabilities Balance Sheet Location June 30, December 31, (amounts in thousands) Short-term Other current liabilities $ 496 $ 811 Long-term Other long-term liabilities 527 913 Total $ 1,023 $ 1,724 |
ESPP Shares Purchased and Non-Cash Comp Expense | The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated: Six Months Ended 2020 2019 (amounts in thousands) Number of shares purchased 166 159 Non-cash compensation expense recognized $ 43 $ 131 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ in Thousands | Oct. 16, 2019USD ($) | Jul. 19, 2019USD ($) | May 09, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Feb. 13, 2019radio_station | Jul. 31, 2017 |
Business Acquisition [Line Items] | |||||||||
Integration costs | $ (132) | $ 1,456 | $ 490 | $ 2,591 | |||||
Cadence13 | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity Interest acquired (in percent) | 45.00% | ||||||||
Purchase price | $ 24,300 | ||||||||
Remeasurement gain on previously held interest | $ 5,300 | ||||||||
Pineapple Street Media | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price | $ 14,000 | ||||||||
2019 Cumulus Exchange | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain (Loss) on disposition of business | $ 1,800 | ||||||||
2019 Cumulus Exchange | Indianapolis, Indiana | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of stations exchanged | radio_station | 3 | ||||||||
2019 Cumulus Exchange | Springfield, Massachusetts | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of stations exchanged | radio_station | 2 | ||||||||
2019 Cumulus Exchange | New York City, New York | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of stations exchanged | radio_station | 1 | ||||||||
2019 Cumulus Exchange | Measurement Input, Long-term Revenue Growth Rate | |||||||||
Business Acquisition [Line Items] | |||||||||
Measurement input | 1.00% | ||||||||
2019 Cumulus Exchange | Measurement Input, Discount Rate | |||||||||
Business Acquisition [Line Items] | |||||||||
Measurement input | 9.00% |
BUSINESS COMBINATIONS - Prelimi
BUSINESS COMBINATIONS - Preliminary purchase price allocation and period adjustment (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Oct. 16, 2019 | Dec. 31, 2018 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 43,892 | $ 43,892 | $ 43,920 | $ 539,469 | |
Period Adjustment | |||||
Goodwill | (28) | $ 0 | |||
Cadence13 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Total tangible property | 654 | 654 | $ 654 | ||
Operating lease right-of-use asset | 62 | 62 | 62 | ||
Deferred tax asset | 2,928 | 2,928 | 2,900 | ||
Goodwill | 31,364 | 31,364 | 31,392 | ||
Total tangible and other assets | 40,331 | 40,331 | 40,331 | ||
Operating lease liabilities | (985) | (985) | (985) | ||
Net working capital | (757) | (757) | (757) | ||
Preliminary fair value of net assets acquired | 39,243 | 39,243 | 39,243 | ||
Period Adjustment | |||||
Total tangible property | 0 | ||||
Operating lease right-of-use asset | 0 | ||||
Deferred tax asset | 28 | ||||
Goodwill | (28) | ||||
Total tangible and other assets | 0 | ||||
Operating lease liabilities | 0 | ||||
Net working capital | 0 | ||||
Preliminary fair value of net assets acquired | 0 | ||||
Cadence13 | Trademarks and Trade Names | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Cadence13 brand | $ 5,977 | 5,977 | $ 5,977 | ||
Period Adjustment | |||||
Cadence13 brand | $ 0 |
BUSINESS COMBINATIONS - Preli_2
BUSINESS COMBINATIONS - Preliminary purchase price allocations (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jul. 19, 2019 | May 09, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 43,892 | $ 43,920 | $ 539,469 | ||
Pineapple Street Media | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | $ 997 | ||||
Goodwill | 12,445 | ||||
Total assets | 15,235 | ||||
Unearned revenue | 238 | ||||
Accounts payable | 30 | ||||
Total liabilities | 268 | ||||
Preliminary fair value of net assets acquired | 14,967 | ||||
Pineapple Street Media | Trademarks and Trade Names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,793 | ||||
2019 Cumulus Exchange | |||||
Business Acquisition [Line Items] | |||||
Total tangible property | $ 844 | ||||
Goodwill | 2,080 | ||||
Total tangible and other assets | 21,656 | ||||
Total assets | 22,500 | ||||
Preliminary fair value of net assets acquired | 22,500 | ||||
2019 Cumulus Exchange | Equipment | |||||
Business Acquisition [Line Items] | |||||
Total tangible property | 844 | ||||
2019 Cumulus Exchange | Licensing Agreements | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 19,576 |
BUSINESS COMBINATIONS - Proform
BUSINESS COMBINATIONS - Proforma summary of financials (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Net revenues | $ 175,868 | $ 394,006 | $ 472,898 | $ 714,019 |
Net income (loss) | $ (53,811) | $ 24,285 | $ (62,949) | $ 25,861 |
Net income (loss) per common share - basic (in dollars per share) | $ (0.40) | $ 0.18 | $ (0.47) | $ 0.19 |
Net income (loss) - diluted per common share (in dollars per share) | $ (0.40) | $ 0.17 | $ (0.47) | $ 0.19 |
Weighted shares outstanding basic (in shares) | 134,804,963 | 138,760,483 | 134,785,749 | 138,684,845 |
Weighted shares outstanding diluted (in shares) | 134,804,963 | 139,074,229 | 134,785,749 | 139,221,904 |
RESTRUCTURING CHARGES - Restruc
RESTRUCTURING CHARGES - Restructuring charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 4,895 | $ 3,362 | $ 9,104 | $ 4,376 |
Workforce reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 4,895 | 3,100 | 9,055 | 3,793 |
Other restructuring costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 0 | $ 262 | $ 49 | $ 583 |
RESTRUCTURING CHARGES - Accrued
RESTRUCTURING CHARGES - Accrued Restructuring (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Abstract] | ||
Restructuring charges, beginning balance | $ 4,251 | $ 7,077 |
Additions | 9,104 | 6,976 |
Payments | (9,049) | (9,802) |
Restructuring charges, ending balance | 4,306 | 4,251 |
Restructuring charges - noncurrent portion | (1,002) | (1,483) |
Restructuring charges - current portion | $ 3,304 | $ 2,768 |
REVENUE - Contract Balance (Det
REVENUE - Contract Balance (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Revenues [Abstract] | ||
Receivables not generated | $ 900 | $ 5,100 |
Receivables, included in "Accounts receivable net of allowance for doubtful accounts" | 196,265 | 376,504 |
Unearned revenue - current | 11,717 | 9,894 |
Unearned revenue - noncurrent | $ 1,703 | $ 2,113 |
REVENUE - Changes in Contract B
REVENUE - Changes in Contract Balances (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Contract With Customer, Liability [Roll Forward] | |
Beginning balance on January 1, 2020 | $ 12,007 |
Revenue recognized during the period that was included in the beginning balance of contract liabilities | (1,729) |
Additional amounts recognized during period | 3,142 |
Ending balance | $ 13,420 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 175,868 | $ 380,665 | $ 472,898 | $ 689,670 |
Broadcast revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 167,615 | 350,620 | 444,372 | 635,086 |
Event and other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 6,312 | 26,875 | 23,098 | 46,401 |
Trade and barter revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 1,941 | $ 3,170 | $ 5,428 | $ 8,183 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 12,167 | $ 12,583 | $ 24,313 | $ 25,051 |
Variable lease cost | 2,431 | 2,499 | 5,198 | 4,551 |
Short-term lease cost | 0 | 79 | 0 | 177 |
Total lease cost | $ 14,598 | $ 15,161 | $ 29,511 | $ 29,779 |
LEASES - Supplemental informati
LEASES - Supplemental information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Supplemental Cash Flow Information [Abstract] | ||
Operating cash flows from operating leases | $ 28,760 | $ 26,167 |
Operating leases | $ 5,229 | $ 307,844 |
LEASES - Lease maturities (Deta
LEASES - Lease maturities (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2020 | $ 23,982 |
2021 | 51,099 |
2022 | 45,441 |
2023 | 41,344 |
2024 | 38,006 |
Thereafter | 133,804 |
Total lease payments | 333,676 |
Less: imputed interest | (59,825) |
Total | $ 273,851 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Value of Broadcasting Licenses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Broadcasting licenses balance as of January 1, | $ 2,508,121 | $ 2,516,625 |
Dispositions | 0 | (17,940) |
Acquisition of radio stations | 0 | 19,576 |
Loss on impairment | (4,143) | 0 |
Assets held for sale | (432) | (10,140) |
Ending period balance | $ 2,503,546 | $ 2,508,121 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||||
Goodwill balance before cumulative loss on impairment as of January 1, | $ 1,024,467 | $ 1,024,467 | $ 982,663 | |
Accumulated loss on impairment as of January 1, | (980,547) | (980,547) | $ (443,194) | |
Goodwill beginning balance after cumulative loss on impairment as of January 1, | $ 43,920 | 539,469 | ||
Loss on impairment during year | (537,400) | 0 | (537,353) | |
Dispositions | 0 | (4,862) | ||
Acquisitions | 0 | 46,666 | ||
Measurement period adjustments to acquired goodwill | (28) | 0 | ||
Ending period balance | $ 43,920 | $ 43,892 | $ 43,920 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment charge | $ 4,143,000 | $ 0 | ||
Goodwill, impairment loss | $ 537,400,000 | $ 0 | $ 537,353,000 | |
Goodwill, impairment loss, net of tax | 519,600,000 | |||
Licensing Agreements | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment charge | $ 4,100,000 | $ 0 | ||
Impairment charges, net of tax | $ 3,000,000 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Assumption of impairment (Details) - Broadcasting Licenses | 3 Months Ended | ||||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Estimates and assumptions used for impairment test [Line Items] | |||||
Discount rate | 8.00% | 8.50% | 9.00% | 9.00% | 9.25% |
Minimum | |||||
Estimates and assumptions used for impairment test [Line Items] | |||||
Operating profit margin ranges expected for average stations in the markets where the Company operates | 22.00% | 18.00% | 22.00% | 22.00% | 19.00% |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | 0.00% | 0.00% | 0.00% | 0.50% | 1.00% |
Maximum | |||||
Estimates and assumptions used for impairment test [Line Items] | |||||
Operating profit margin ranges expected for average stations in the markets where the Company operates | 36.00% | 36.00% | 37.00% | 37.00% | 40.00% |
Forecasted growth rate (including long-term growth rate) range of the Company's markets | 0.80% | 0.80% | 0.90% | 1.00% | 2.00% |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 13,907 | $ 28,871 |
Accounts receivable credits | 2,373 | 3,798 |
Advertiser obligations | 4,422 | 4,095 |
Accrued interest payable | 9,713 | 9,882 |
Unearned revenue | 11,717 | 9,894 |
Unfavorable sports liabilities | 4,634 | 4,634 |
Accrued benefits | 5,819 | 6,321 |
Non-income tax liabilities | 2,389 | 1,685 |
Income taxes payable | 0 | 3,925 |
Other | 3,590 | 3,732 |
Total other current liabilities | $ 58,564 | $ 76,837 |
LONG-TERM DEBT - Long Term Debt
LONG-TERM DEBT - Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt before deferred financing costs | $ 1,843,308 | $ 1,731,573 |
Current amount of long-term debt | (5,488) | (16,377) |
Deferred financing costs (excludes the revolving credit) | (16,305) | (18,082) |
Total long-term debt | 1,821,515 | 1,697,114 |
Outstanding standby letters of credit | 6,389 | 5,862 |
Revolver | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 243,749 | 117,000 |
Term B-2 Loan, due November 17, 2024 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 756,750 | 770,000 |
Plus unamortized premium | 1,824 | 1,968 |
Total Credit Facility | ||
Debt Instrument [Line Items] | ||
Total debt before deferred financing costs | 1,002,323 | 888,968 |
6.500% notes due May 1, 2027 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | 425,000 | 425,000 |
Plus unamortized premium | 4,659 | 5,000 |
Total debt before deferred financing costs | $ 429,659 | 430,000 |
Debt instrument, stated percentage | 6.50% | |
7.25% senior unsecured notes, due November 1, 2024 | ||
Debt Instrument [Line Items] | ||
Carrying value of debt | $ 400,000 | 400,000 |
Plus unamortized premium | 10,519 | 11,732 |
Total debt before deferred financing costs | $ 410,519 | 411,732 |
Debt instrument, stated percentage | 7.25% | |
Other debt | ||
Debt Instrument [Line Items] | ||
Total debt before deferred financing costs | $ 807 | $ 873 |
LONG-TERM DEBT - Senior Debt (D
LONG-TERM DEBT - Senior Debt (Details) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020 | |
Debt Instrument [Line Items] | |||
Consolidated leverage ratio | 2.5 | ||
Senior secured second-lien notes due 2027 | |||
Debt Instrument [Line Items] | |||
Medium-term notes | $ 425,000,000 | $ 325,000,000 | |
Interest rate on notes | 6.50% | ||
Redemption rate as a percentage of principal amount | 106.50% | ||
Percentage of principal amount | 105.00% | ||
Senior secured second-lien notes due 2027 | Minimum | |||
Debt Instrument [Line Items] | |||
Prepayment premium | 100.00% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term line of credit | $ 89,000,000 | ||
Senior secured second-lien notes due 2027 - Additional Notes | |||
Debt Instrument [Line Items] | |||
Medium-term notes | $ 100,000,000 | ||
Interest rate on notes | 6.50% | ||
Term B-1 loan | |||
Debt Instrument [Line Items] | |||
Repayments of debt | $ 96,700,000 | $ 425,000,000 | |
Senior Debt Obligations | |||
Debt Instrument [Line Items] | |||
Consolidated leverage ratio | 4 | ||
Senior Debt Obligations | New Revolver | |||
Debt Instrument [Line Items] | |||
Long-term line of credit | 250,000,000 | ||
Line of credit facility, fair value of amount outstanding | 227,300,000 | ||
Senior Debt Obligations | Term B-2 Loan, due November 17, 2024 | |||
Debt Instrument [Line Items] | |||
Long-term line of credit | $ 770,000,000 | ||
Annual payments as percentage of original principal amount. | 1.00% | ||
Senior Debt Obligations | Original Revolver | |||
Debt Instrument [Line Items] | |||
Long-term line of credit | $ 250,000,000 | ||
Line of credit facility, fair value of amount outstanding | $ 22,700,000 | ||
Senior Debt Obligations | Credit Facility | |||
Debt Instrument [Line Items] | |||
Covenant effective period | 1 year | ||
Senior Debt Obligations | Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Consolidated leverage ratio | 4.5 |
LONG-TERM DEBT - Senior Unsecur
LONG-TERM DEBT - Senior Unsecured Debt (Details) - Unsecured Debt - USD ($) | Jun. 30, 2020 | Nov. 17, 2017 |
Debt Instrument [Line Items] | ||
Debt instrument, stated percentage | 7.25% | 7.25% |
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 |
LONG-TERM DEBT - Net Interest E
LONG-TERM DEBT - Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 21,505 | $ 25,253 | $ 45,059 | $ 50,987 |
Amortization of deferred financing costs | 998 | 671 | 1,943 | 1,472 |
Amortization of original issue discount (premium) of senior notes | (849) | (855) | (1,698) | (1,570) |
Interest income and other investment income | (12) | (125) | (41) | (725) |
Total net interest expense | $ 21,642 | $ 24,944 | $ 45,263 | $ 50,164 |
LONG-TERM DEBT - Interest Rate
LONG-TERM DEBT - Interest Rate Transactions (Details) | Jun. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
Derivative, notional amount | $ 560,000,000 |
DERIVATIVE AND HEDGING ACTIVI_3
DERIVATIVE AND HEDGING ACTIVITIES - Narrative (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($)agreement | |
Derivative [Line Items] | |||
Derivative, notional amount | $ 560,000,000 | ||
Number of agreements | agreement | 2 | ||
Collar | |||
Derivative [Line Items] | |||
Loss on derivatives | $ 3,600,000 | ||
Tax benefit on loss from derivatives | 1,000,000 | ||
Amount of gain (loss) expected to be reclassified in next twelve months | 1,100,000 | ||
Total Return Swap | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 24,000,000 | 24,000,000 | |
Change in fair value of derivatives not designated for hedge accounting | 2,000,000 | 2,000,000 | |
Total Return Swap | Corporate general and administrative expenses | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Change in fair value of derivatives not designated for hedge accounting | 1,100,000 | 1,100,000 | |
Total Return Swap | Station operating expenses | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Change in fair value of derivatives not designated for hedge accounting | 900,000 | 900,000 | |
Other Long Term Liabilities | |||
Derivative [Line Items] | |||
Derivative liability | $ 3,800,000 | $ 3,800,000 |
DERIVATIVE AND HEDGING ACTIVI_4
DERIVATIVE AND HEDGING ACTIVITIES - Cash Flow Hedge (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
Derivative [Line Items] | ||
Notional Amount | $ 560,000,000 | |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amount | $ 460,000,000 | |
Designated as Hedging Instrument | Collar | ||
Derivative [Line Items] | ||
Notional Amount | 460,000,000 | |
Designated as Hedging Instrument | Collar, Decrease Date June 28, 2021 | ||
Derivative [Line Items] | ||
Amount After Decrease | 340,000,000 | |
Designated as Hedging Instrument | Collar, Decrease Date June 28, 2022 | ||
Derivative [Line Items] | ||
Amount After Decrease | 220,000,000 | |
Designated as Hedging Instrument | Collar, Decrease Date June 28, 2023 | ||
Derivative [Line Items] | ||
Amount After Decrease | $ 90,000,000 | |
Designated as Hedging Instrument | London Interbank Offered Rate (LIBOR) | Collar | ||
Derivative [Line Items] | ||
Derivative, cap interest rate | 2.75% | |
Derivative, floor interest rate | 0.402% |
DERIVATIVE AND HEDGING ACTIVI_5
DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Derivative Gain loss (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Accumulated derivative unrealized gain (loss) | $ (2,753) | $ (139) |
DERIVATIVE AND HEDGING ACTIVI_6
DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Net Derivative Gain (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Net unrealized gain (loss) on derivatives | $ (260) | $ (2,354) | $ (224) | $ (2,614) | $ (224) |
Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations | $ 116 | $ 0 | $ 116 | $ 0 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE - Basic and Diluted Net Income (loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share, Basic [Abstract] | ||||||
Net income (loss) | $ (53,811) | $ (9,138) | $ 25,992 | $ 3,125 | $ (62,949) | $ 29,116 |
Basic weighted average shares outstanding (in shares) | 134,804,963 | 138,760,483 | 134,785,749 | 138,684,845 | ||
Net income (loss) per share - Basic (in dollars per share) | $ (0.40) | $ 0.19 | $ (0.47) | $ 0.21 | ||
Earnings Per Share, Diluted [Abstract] | ||||||
Net income (loss) | $ (53,811) | $ (9,138) | $ 25,992 | $ 3,125 | $ (62,949) | $ 29,116 |
Basic weighted average shares outstanding (in shares) | 134,804,963 | 138,760,483 | 134,785,749 | 138,684,845 | ||
Effect of RSUs and options under the treasury stock method (in shares) | 0 | 314,000 | 0 | 537,000 | ||
Diluted weighted average shares outstanding (in shares) | 134,804,963 | 139,074,229 | 134,785,749 | 139,221,904 | ||
Net income (loss) per share - Diluted (in dollars per share) | $ (0.40) | $ 0.19 | $ (0.47) | $ 0.21 |
NET INCOME (LOSS) PER COMMON _4
NET INCOME (LOSS) PER COMMON SHARE - Disclosure of Anti-Dilutive Shares (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss | 70 | 0 | 133 | 0 |
Price range of options: from (in dollars per share) | $ 3.54 | |||
Price range of options: to (in dollars per share) | $ 13.98 | |||
Share-based Payment Arrangement, Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss | 609 | 545 | 609 | 550 |
Price range of options: from (in dollars per share) | $ 3.54 | $ 6.43 | $ 3.54 | $ 6.43 |
Price range of options: to (in dollars per share) | $ 13.98 | $ 13.98 | $ 13.98 | $ 13.98 |
RSUs | Restricted Stock Units Service Conditions | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss | 2,497 | 2,239 | 2,708 | 1,807 |
RSUs | Restricted Stock Units Service And Market Conditions But Market Not Met | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Excluded shares as anti-dilutive when reporting a net loss | 199 | 70 | 199 | 70 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | |
Weighted Average Remaining Contractual Term (Years) | ||
Weighted average remaining contractual terms, vested and deferred | 1 year | |
RSUs | ||
Number of Restricted Stock Units | ||
Beginning of period balance (in shares) | 3,861 | |
Number of RSUs awarded (in shares) | 580 | |
Number of RSUs released (in shares) | (1,599) | |
Number of RSUs forfeited (in shares) | (170) | |
End of period balance (in shares) | 3,861 | 2,672 |
RSUs vested and expected to vest (in shares) | 2,672 | |
RSUs exercisable (vested and deferred) (in shares) | 41 | |
Weighted average remaining recognition period in years | 2 years 3 months 18 days | |
Unamortized compensation expense | $ 13,999 | |
Weighted Average Purchase Price | ||
Options weighted average purchase price (in dollars per shares) | $ 0 | |
Vested and expected to vest weighted average purchase price (in dollars per shares) | 0 | |
Other than options weighted average purchase price exercisable, (in dollars per shares) | $ 0 | |
Weighted Average Remaining Contractual Term (Years) | ||
Weighted average remaining contractual terms | 1 year 4 months 24 days | |
Weighted average remaining contractual terms, vested and expected | 1 year 4 months 24 days | |
Weighted average remaining contractual terms, vested and deferred | 0 years | |
Intrinsic Value | ||
Aggregate intrinsic value of restricted stock units | $ 3,661 | |
Aggregate intrinsic vested and expected to vest | 3,661 | |
Aggregate intrinsic (vested and deferred) | $ 57 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - RSUs | 6 Months Ended |
Jun. 30, 2020 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Option Exercise Data (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Intrinsic value of options exercised | $ 0 | $ 1,272 |
Tax benefit from options exercised | 0 | 73 |
Cash received from exercise price of options exercised | $ 0 | $ 244 |
SHARE-BASED COMPENSATION - Op_2
SHARE-BASED COMPENSATION - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2020 | |
Number of Options | |
Options beginning (in shares) | 543,000 |
Options granted (in shares) | 66,000 |
Options ending (in shares) | 609,357 |
Options vested and expected to vest as of: (in shares) | 609,000 |
Options vested and exercisable (in shares) | 542,582 |
Weighted average remaining recognition period in years | 1 year |
Unamortized compensation expense | $ 50 |
Weighted Average Exercise Price | |
Weighted average exercise price - beginning (in dollars per shares) | $ 12.06 |
Weighted Average Exercise Price - granted (in dollars per shares) | 5.40 |
Weighted average exercise price - ending (in dollars per shares) | 11.33 |
Weighted average exercise price - vested and expected (in dollars per shares) | 11.33 |
Weighted average exercise price - vested and exercisable (in dollars per shares) | $ 12.06 |
Weighted Average Remaining Contractual Term (Years) | |
Weighted Average Remaining Contractual Life, Outstanding | 4 years 3 months 18 days |
Weighted Average Remaining Contractual Life, Vested and Expected to Vest | 4 years 3 months 18 days |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 3 years 8 months 12 days |
Intrinsic Value | |
Intrinsic Value, Outstanding | $ 0 |
Intrinsic Value, Vested and Expected to Vest | 0 |
Intrinsic Value, Vested and Exercisable | $ 0 |
SHARE-BASED COMPENSATION - Outs
SHARE-BASED COMPENSATION - Outstanding and Exercisable Options (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of options: from (in dollars per share) | $ 3.54 | |
Price range of options: to (in dollars per share) | $ 13.98 | |
Number of options outstanding (in shares) | 609,357 | 543,000 |
Weighted Average Remaining Contractual Life | 4 years 3 months 18 days | |
Weighted Average Exercise Price (in dollars per shares) | $ 11.33 | $ 12.06 |
Number of options exercisable (in shares) | 542,582 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per shares) | $ 12.06 | |
Exercise Prices One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of options: from (in dollars per share) | 3.54 | |
Price range of options: to (in dollars per share) | $ 7.01 | |
Number of options outstanding (in shares) | 66,775 | |
Weighted Average Remaining Contractual Life | 9 years | |
Weighted Average Exercise Price (in dollars per shares) | $ 5.40 | |
Number of options exercisable (in shares) | 0 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per shares) | $ 0 | |
Exercise Prices Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price range of options: from (in dollars per share) | 9.66 | |
Price range of options: to (in dollars per share) | $ 13.98 | |
Number of options outstanding (in shares) | 542,582 | |
Weighted Average Remaining Contractual Life | 3 years 8 months 12 days | |
Weighted Average Exercise Price (in dollars per shares) | $ 12.06 | |
Number of options exercisable (in shares) | 542,582 | |
Options Exercisable, Weighted Average Exercise Price (in dollars per shares) | $ 12.06 |
SHARE-BASED COMPENSATION - Non
SHARE-BASED COMPENSATION - Non Cash Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | $ 2,444 | $ 3,393 | $ 4,224 | $ 6,966 |
Income tax benefit | 581 | 745 | 950 | 1,493 |
After-tax stock-based compensation expense | 1,863 | 2,648 | 3,274 | 5,473 |
Station operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | 527 | 1,243 | 1,029 | 2,668 |
Corporate general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense included in operating expenses | $ 1,917 | $ 2,150 | $ 3,195 | $ 4,298 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Effective income, percent | 19.60% | 31.70% | 20.50% | 32.60% | |
Estimated annual tax ,minimum | 20.00% | ||||
Estimated annual tax, maximum | 25.00% | ||||
Deferred tax liabilities, net | $ 539.9 | $ 539.9 | $ 549.7 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Details) - Other Long Term Liabilities - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | $ 29,444 | $ 33,229 |
Interest Rate Cash Flow Hedge | 3,753 | 189 |
Quoted prices in active markets Level 1 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | 23,388 | 25,592 |
Interest Rate Cash Flow Hedge | 0 | 0 |
Significant other observable inputs Level 2 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | 0 | 0 |
Interest Rate Cash Flow Hedge | 3,753 | 189 |
Significant unobservable inputs Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | 0 | 0 |
Interest Rate Cash Flow Hedge | 0 | 0 |
Measured at Net Asset Value as a Practical Expedient | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Deferred compensation plan liabilities | 6,056 | 7,637 |
Interest Rate Cash Flow Hedge | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - Non-Recurring Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Goodwill, impairment loss | $ 537,400,000 | $ 0 | $ 537,353,000 | |
Goodwill, impairment loss, net of tax | 519,600,000 | |||
Impairment charge | $ 4,143,000 | $ 0 | ||
Impairment charge related to ROU asset impairment | 6,000,000 | |||
Impairment of property and equipment | 2,200,000 | |||
Licensing Agreements | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment charge | $ 4,100,000 | $ 0 | ||
Impairment charges, net of tax | $ 3,000,000 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Term B-2 Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | $ 756,750 | $ 770,000 |
Fair value of debt | 699,994 | 774,813 |
Revolver | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | 243,749 | 117,000 |
Fair value of debt | 243,749 | 117,000 |
Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | 400,000 | 400,000 |
Fair value of debt | 338,000 | 423,250 |
Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | 425,000 | 425,000 |
Fair value of debt | 386,750 | 454,750 |
Other Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | 807 | 873 |
Letter of Credit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying value of debt | $ 6,389 | $ 5,862 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS - Investments Valued Under the Measurement Alternative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity Securities without Readily Determinable Fair Value [Roll Forward] | |||
Beginning balance, before cumulative impairment | $ 3,305 | $ 11,205 | |
Accumulated impairment as of January 1, | 0 | $ 0 | |
Beginning balance, after cumulative impairment | $ 3,305 | 11,205 | |
Removal of investment in connection with step acquisition | 0 | (9,700) | |
Acquisition of interest in a privately held company | 0 | 1,800 | |
Ending period balance | $ 3,305 | $ 3,305 |
ASSETS HELD FOR SALE - Narrativ
ASSETS HELD FOR SALE - Narrative (Details) | 3 Months Ended | |
Jun. 30, 2020USD ($)license | Dec. 31, 2019USD ($) | |
Long Lived Assets Held-for-sale [Line Items] | ||
Net assets held for sale | $ 509,000 | $ 10,188,000 |
Number Of Broadcasting Licenses | license | 2 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Equipment And Broadcasting License | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Net assets held for sale | $ 10,200,000 | |
Total proceeds | 10,800,000 | |
Gain on sale | $ 200,000 |
ASSETS HELD FOR SALE - Assets H
ASSETS HELD FOR SALE - Assets Held for sale (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Long Lived Assets Held-for-sale [Line Items] | ||
Net property and equipment | $ 77 | $ 48 |
Total intangibles | 509 | 10,188 |
Net assets held for sale | 509 | 10,188 |
Licensing Agreements | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total intangibles | 432 | 10,140 |
Total intangibles | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total intangibles | $ 432 | $ 10,140 |
SHAREHOLDERS' EQUITY - Dividend
SHAREHOLDERS' EQUITY - Dividend Equivalent Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity Note [Abstract] | ||
Short-term | $ 496 | $ 811 |
Long-term | 527 | 913 |
Total | $ 1,023 | $ 1,724 |
SHAREHOLDERS' EQUITY - Employee
SHAREHOLDERS' EQUITY - Employee Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Class of Stock [Line Items] | ||||
Espp Shares Market Value | 85.00% | 85.00% | ||
Employee stock ownership plan (ESOP) (in shares) | 1,000 | 1,000 | ||
ESPP share discount | 15.00% | 15.00% | ||
Non-cash compensation expense recognized | $ 2,444 | $ 3,393 | $ 4,224 | $ 6,966 |
Employee Stock Purchase Plan | ||||
Class of Stock [Line Items] | ||||
Number of shares purchased (in shares) | 166 | 159 | ||
Non-cash compensation expense recognized | $ 43 | $ 131 |
SHAREHOLDERS' EQUITY - Share Re
SHAREHOLDERS' EQUITY - Share Repurchase Program (Details) - USD ($) | Jun. 30, 2020 | Nov. 02, 2017 |
Stockholders' Equity Note [Abstract] | ||
Stock repurchase program, authorized amount | $ 100,000,000 | |
Available for future share repurchases | $ 41,600,000 |
SHAREHOLDERS' EQUITY - Sharehol
SHAREHOLDERS' EQUITY - Shareholder Rights Agreement (Details) | Apr. 20, 2020right$ / sharesshares |
Class of Stock [Line Items] | |
Multiple of current purchase price per right | 2 |
Class A Right | |
Class of Stock [Line Items] | |
Number stock purchase rights | right | 1 |
Number of shares per right (in shares) | shares | 0.001 |
Purchase price (in dollars per share) | $ / shares | $ 6.06 |
Exchange rate (in shares) | shares | 0.001 |
Class B Right | |
Class of Stock [Line Items] | |
Number stock purchase rights | right | 1 |
Number of shares per right (in shares) | shares | 0.001 |
Purchase price (in dollars per share) | $ / shares | $ 6.06 |
Exchange rate (in shares) | shares | 0.001 |
Common Class A | |
Class of Stock [Line Items] | |
Par Value (in dollars per share) | $ / shares | $ 0.01 |
Assets or earning power sold (in percent) | 50.00% |
Threshold of common stock owned by acquired person (in percent) | 50.00% |
Ownership threshold | 10.00% |
Percentage of common stock acquired that will cause diluted (in percent) | 10.00% |
Percentage of common stock acquired by passive institutional investors that will cause dilution (in percent) | 15.00% |
Common Class B | |
Class of Stock [Line Items] | |
Par Value (in dollars per share) | $ / shares | $ 0.01 |
SUBSEQUENT EVENTS - (Details)
SUBSEQUENT EVENTS - (Details) - Subsequent Event - Credit Agreement - Line of Credit | Jul. 20, 2020USD ($) |
Subsequent Event [Line Items] | |
Minimum liquidity covenant | $ 75,000,000 |
Letter of credit fees (in percent) | 2.50% |
Eurodollar | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (in percent) | 2.50% |
Base Rate | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (in percent) | 1.50% |
Uncategorized Items - etm-20200
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 4,719,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 4,719,000 |