Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 16, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Registrant Name | URBAN ONE, INC. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 43.8 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001041657 | ||
Current Fiscal Year End Date | --12-31 | ||
Trading Symbol | UONE | ||
Common Stock Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,582,359 | ||
Common Stock Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,861,843 | ||
Common Stock Class C [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,928,906 | ||
Common Stock Class D [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 38,204,964 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 33,073 | $ 15,255 |
Restricted cash | 473 | 635 |
Trade accounts receivable, net of allowance for doubtful accounts of $7,416 and $8,249, respectively | 106,148 | 110,354 |
Prepaid expenses | 11,261 | 9,775 |
Current portion of content assets | 30,642 | 33,951 |
Other current assets | 4,442 | 3,229 |
Total current assets | 186,039 | 173,199 |
CONTENT ASSETS, net | 70,121 | 77,266 |
PROPERTY AND EQUIPMENT, net | 24,393 | 26,088 |
GOODWILL | 239,772 | 245,572 |
RIGHT OF USE ASSETS | 44,922 | |
RADIO BROADCASTING LICENSES | 582,697 | 600,134 |
OTHER INTANGIBLE ASSETS, net | 58,212 | 70,091 |
OTHER ASSETS | 43,763 | 45,059 |
Total assets | 1,249,919 | 1,237,409 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,919 | 7,331 |
Accrued interest | 9,094 | 6,887 |
Accrued compensation and related benefits | 10,903 | 15,033 |
Current portion of content payables | 14,804 | 18,870 |
Current portion of lease liabilities | 8,980 | |
Other current liabilities | 25,393 | 24,451 |
Current portion of long-term debt | 25,945 | 38,706 |
Total current liabilities | 101,038 | 111,278 |
LONG-TERM DEBT, net of current portion, original issue discount and issuance costs | 850,308 | 873,757 |
CONTENT PAYABLES, net of current portion | 14,826 | 18,381 |
LONG-TERM LEASE LIABILITIES | 40,494 | |
OTHER LONG-TERM LIABILITIES | 25,054 | 35,716 |
DEFERRED TAX LIABILITIES, net | 24,560 | 12,904 |
Total liabilities | 1,056,280 | 1,052,036 |
REDEEMABLE NONCONTROLLING INTERESTS | 10,564 | 10,232 |
STOCKHOLDERS' EQUITY: | ||
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at December 31, 2019 and 2018 | 0 | 0 |
Additional paid-in capital | 979,834 | 978,628 |
Accumulated deficit | (796,806) | (803,534) |
Total stockholders' equity | 183,075 | 175,141 |
Total liabilities, redeemable noncontrolling interests and stockholders' equity | 1,249,919 | 1,237,409 |
Common Stock Class A [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 2 | 2 |
Common Stock Class B [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 3 | 3 |
Common Stock Class C [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | 3 | 3 |
Common Stock Class D [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Common stock value | $ 39 | $ 39 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts receivable (in dollars) | $ 7,416 | $ 8,249 |
Convertible Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible Preferred stock, shares outstanding | 0 | 0 |
Common Stock Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 1,582,375 | 1,637,472 |
Common stock, shares outstanding | 1,582,375 | 1,637,472 |
Common Stock Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,861,843 | 2,861,843 |
Common stock, shares outstanding | 2,861,843 | 2,861,843 |
Common Stock Class C [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,928,906 | 2,928,906 |
Common stock, shares outstanding | 2,928,906 | 2,928,906 |
Common Stock Class D [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 38,752,749 | 38,845,917 |
Common stock, shares outstanding | 38,752,749 | 38,845,917 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
NET REVENUE | $ 436,929 | $ 439,098 |
OPERATING EXPENSES: | ||
Programming and technical, including stock-based compensation of $78 and $48, respectively | 128,804 | 125,364 |
Selling, general and administrative, including stock-based compensation of $759 and $743, respectively | 152,550 | 149,710 |
Corporate selling, general and administrative, including stock-based compensation of $3,947 and $3,920, respectively | 40,894 | 35,939 |
Depreciation and amortization | 16,985 | 33,189 |
Impairment of long-lived assets | 10,600 | 21,256 |
Total operating expenses | 349,833 | 365,458 |
Operating income | 87,096 | 73,640 |
INTEREST INCOME | 150 | 240 |
INTEREST EXPENSE | 81,400 | 76,667 |
LOSS ON RETIREMENT OF DEBT | 0 | 1,809 |
OTHER INCOME, net | (7,075) | (8,002) |
Income before provision for (benefit from) income taxes and noncontrolling interests in income of subsidiaries | 12,921 | 3,406 |
PROVISION FOR (BENEFIT FROM) INCOME TAXES | 10,864 | (135,199) |
CONSOLIDATED NET INCOME | 2,057 | 138,605 |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 1,132 | 1,163 |
CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 925 | $ 137,442 |
BASIC NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Net income attributable to common stockholders | $ 0.02 | $ 3.01 |
DILUTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Net income attributable to common stockholders | $ 0.02 | $ 2.86 |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic | 44,699,586 | 45,647,696 |
Diluted | 47,921,671 | 48,000,957 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Programming And Technical [Member] | ||
Allocated Share-based Compensation Expense | $ 78 | $ 48 |
Selling, General and Administrative Expenses [Member] | ||
Allocated Share-based Compensation Expense | 759 | 743 |
Corporate Selling, General and Administrative [Member] | ||
Allocated Share-based Compensation Expense | $ 3,947 | $ 3,920 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
COMPREHENSIVE INCOME | $ 2,057 | $ 138,605 |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 1,132 | 1,163 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 925 | $ 137,442 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Convertible Preferred Stock [Member] | Common Stock Class A [Member] | Common Stock Class B [Member] | Common Stock Class C [Member] | Common Stock Class D [Member] | Total |
BALANCE at Dec. 31, 2017 | $ 983,582 | $ (940,976) | $ 0 | $ 2 | $ 3 | $ 3 | $ 41 | $ 42,655 |
Consolidated net income | 0 | 137,442 | 0 | 0 | 0 | 0 | 0 | 137,442 |
Repurchase of common stock | (8,164) | 0 | 0 | 0 | 0 | 0 | (4) | (8,168) |
Repurchase of share-based equity awards | (1,077) | 0 | 0 | 0 | 0 | 0 | 0 | (1,077) |
Exercise of options for common stock | 94 | 0 | 0 | 0 | 0 | 0 | 0 | 94 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | (516) | 0 | 0 | 0 | 0 | 0 | 0 | (516) |
Stock-based compensation expense | 4,709 | 0 | 0 | 0 | 0 | 0 | 2 | 4,711 |
BALANCE at Dec. 31, 2018 | 978,628 | (803,534) | 0 | 2 | 3 | 3 | 39 | 175,141 |
Consolidated net income | 0 | 925 | 0 | 0 | 0 | 0 | 0 | 925 |
Repurchase of common stock | (5,513) | 0 | 0 | 0 | 0 | 0 | (2) | (5,515) |
Exercise of options for common stock | 29 | 0 | 0 | 0 | 0 | 0 | 0 | 29 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | (200) | 0 | 0 | 0 | 0 | 0 | 0 | (200) |
Issuance of 978,844 shares of Class D common stock | 2,108 | 0 | 0 | 0 | 0 | 0 | 0 | 2,108 |
Stock-based compensation expense | 4,782 | 0 | 0 | 0 | 0 | 0 | 2 | 4,784 |
BALANCE at Dec. 31, 2019 | 979,834 | (796,806) | 0 | 2 | 3 | 3 | 39 | 183,075 |
Adoption of ASC 842 | $ 0 | $ 5,803 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 5,803 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 15,000 | 63,190 |
Common Stock Class A [Member] | ||
Stock Repurchased During Period, Shares | 54,896 | 4,160 |
Common Stock Class D [Member] | ||
Stock Repurchased During Period, Shares | 2,667,210 | 3,989,822 |
Stock Issued During Period, Shares, New Issues | 978,844 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net income | $ 2,057 | $ 138,605 |
Adjustments to reconcile consolidated net income to net cash from operating activities: | ||
Depreciation and amortization | 16,985 | 33,189 |
Amortization of debt financing costs | 3,895 | 2,885 |
Amortization of content assets | 48,283 | 43,796 |
Amortization of launch assets | 1,027 | 422 |
Amortization of right of use assets | 6,991 | 0 |
Deferred income taxes | 10,269 | (135,688) |
Non-cash interest expense | 2,033 | 0 |
Non-cash lease liability expense | 5,682 | 0 |
Impairment of long-lived assets | 10,600 | 21,256 |
Stock-based compensation | 4,784 | 4,711 |
Loss on retirement of debt | 0 | 1,809 |
Effect of change in operating assets and liabilities, net of assets acquired and disposed of: | ||
Trade accounts receivable | 4,206 | (1,411) |
Prepaid expenses and other current assets | (4,280) | (1,806) |
Other assets | (5,695) | 788 |
Accounts payable | (1,412) | (796) |
Accrued interest | 2,207 | (8,541) |
Accrued compensation and related benefits | (4,130) | 6,385 |
Other liabilities | 453 | (9,900) |
Payments for content assets | (45,450) | (45,475) |
Payment of launch support | 0 | 0 |
Net cash flows provided by operating activities | 58,505 | 50,229 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (5,145) | (4,428) |
Proceeds from sale of radio station | 13,500 | 12,791 |
Purchases of intangible assets | 0 | (400) |
Acquisition of station and broadcasting assets | 0 | (4,763) |
Net cash flows provided by investing activities | 8,355 | 3,200 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from MGM National Harbor Loan | 0 | 50,000 |
Repayment of Comcast Note | (11,872) | 0 |
Debt refinancing costs and original issue discount | 0 | (7,387) |
Distribution of contingent consideration | (658) | (1,148) |
Proceeds from exercise of stock options | 29 | 94 |
Premium paid on repayment of long-term debt | 0 | (2,133) |
Repayment of 2020 Notes | (2,037) | (271,855) |
Payment of dividends to noncontrolling interest members of Reach Media | (1,000) | (2,227) |
Repayment of share-based equity awards | 0 | (1,077) |
Repurchase of common stock | (5,515) | (8,168) |
Net cash flows used in financing activities | (49,204) | (75,350) |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 17,656 | (21,921) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year | 15,890 | 37,811 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of year | 33,546 | 15,890 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for: Interest | 73,255 | 82,258 |
Cash paid for: Income taxes, net of refunds | 136 | 1,158 |
NON-CASH OPERATING, FINANCING AND INVESTING ACTIVITIES: | ||
Right of use asset additions upon adoption of ASC 842 | 49,803 | 0 |
Lease liability additions upon adoption of ASC 842 | 54,113 | 0 |
Right of use asset and lease liability additions | 1,300 | 0 |
Issuance of common stock | 2,108 | 0 |
Purchases of property and equipment | 0 | 329 |
2018 Credit Facility [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from 2018 Credit Facility | 0 | 192,000 |
Repayment of Credit Facility | (24,854) | 0 |
2017 Credit Facility [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of Credit Facility | $ (3,297) | $ (23,449) |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | URBAN ONE, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 and 2018 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) Organization Urban One, Inc., a Delaware corporation, and its subsidiaries, (collectively, “Urban One,” the “Company”, “we”, “our” and/or “us”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of December 31, 2019, we owned and/or operated 60 broadcast stations (including all HD stations, translator stations and the low power television station we operate) located in 15 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences. On January 19, 2019, the Company launched CLEO TV, a lifestyle and entertainment network targeting Millennial and Gen X women of color. CLEO TV offers quality content that defies negative and cultural stereotypes of today's modern women. The results of CLEO TV's operations will be reflected in the Company's cable television segment. Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 15 – Segment Information.) (b) Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make certain estimates and assumptions. These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements. The Company bases these estimates on historical experience, current economic environment or various other assumptions that are believed to be reasonable under the circumstances. However, continuing economic uncertainty and any disruption in financial markets increase the possibility that actual results may differ from these estimates. The Company previously recorded a tax provision adjustment related to deferred tax assets of approximately $3.4 million during the three month period ended March 31, 2019 relating to the fourth quarter of 2018. The Company determined that correcting the error in the three month period ended March 31, 2019 and six month period ended June 30, 2019 materially misstated the statement of operations for those periods and therefore restated its previously reported March 31, 2019 and June 30, 2019 consolidated financial statements to correct this error. We revised retained earnings and long-term deferred tax liabilities as of December 31, 2018 by approximately $3.6 million ($3.4 million adjustment discussed above in addition to a $200,000 adjustment identified during the third quarter of 2019 relating to the December 31, 2018 period) to correct the prior period financial statements. The financial statements as of and for the year ended December 31, 2018 were not restated as management determined that the impact of this error is immaterial to the 2018 consolidated financial statements filed in our 2018 Form 10-K. However, the December 31, 2018 balance sheet, statement of operations, statement of comprehensive income and statement of cash flows for the year ended December 31, 2018 presented in these consolidated financial statements has been revised to give effect to the correction of the immaterial error. During the fourth quarter of 2019, the Company revised the interest expense component of operating leases accounted for under ASC 842 from interest expense into operating expenses. Operating income for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 have been reclassified in the amounts of approximately $1.3 million, $1.4 million and $1.4 million, respectively, to reflect the interest expense component of operating leases from interest expense into operating expenses. The financial statements for the quarterly periods ended March 31, June 30 and September 30, 2019 were not restated as management determined that the impact of this error is immaterial to the interim consolidated financial statements filed for each quarterly period in 2019. These revisions had no effect on any other previously reported or consolidated net income or loss or any other statement of operations, balance sheet or cash flow amounts. (See Note 14 – Quarterly Financial Data). (c) Principles of Consolidation The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity. (d) Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds at various commercial banks that have original maturities of 90 days or less. Investments with contractual maturities of 90 days or less from the date of original purchase are classified as cash and cash equivalents. For cash and cash equivalents, cost approximates fair value. (e) Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s estimate of the amount of probable losses in the Company’s existing accounts receivable portfolio. The Company determines the allowance based on the aging of the receivables, the impact of economic conditions on the advertisers’ ability to pay and other factors. Inactive delinquent accounts that are past due beyond a certain amount of days are written off and often pursued by other collection efforts. Bankruptcy accounts are immediately written off upon receipt of the bankruptcy notice from the courts. (f) Goodwill and Indefinite-Lived Intangible Assets (Primarily Radio Broadcasting Licenses) In connection with past acquisitions, a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other,” goodwill and other indefinite-lived intangible assets are not amortized, but are tested annually for impairment at the reporting unit level and unit of accounting level, respectively. We test for impairment annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Radio broadcasting license impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. With the assistance of a third-party valuation firm, we test for radio broadcasting license impairment at the unit of accounting level using the income approach, which involves, but is not limited to, judgmental estimates and assumptions about projected revenue growth, future operating margins, discount rates and terminal values. In testing for goodwill impairment, we also rely primarily on the income approach that estimates the fair value of the reporting unit. We then perform a market-based analysis by comparing the average implied multiple arrived at based on our cash flow projections and estimated fair values to multiples for actual recently completed sale transactions and by comparing the total of the estimated fair values of our reporting units to the market capitalization of the Company. We recognize an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. The impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit. (g) Impairment of Long-Lived Assets, Excluding Goodwill and Indefinite-Lived Intangible Assets The Company accounts for the impairment of long-lived intangible assets, excluding goodwill and other indefinite-lived intangible assets, in accordance with ASC 360, “Property, Plant and Equipment .” Long-lived intangible assets, excluding goodwill and other indefinite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration in operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the asset or group of assets to future undiscounted net cash flows expected to be generated by the asset or group of assets. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the asset or group of assets. Fair value is generally determined by estimates of discounted future cash flows. The discount rate used in any estimate of discounted cash flows would be the rate of return for a similar investment of like risk. The Company reviewed these long-lived assets during 2019 and 2018 and concluded that no impairment to the carrying value of these assets was required. (h) Financial Instruments Financial instruments as of December 31, 2019 and December 31, 2018, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of December 31, 2019 and December 31, 2018, except for the Company’s long-term debt. The 9.25% Senior Subordinated Notes, which were due in February 2020 (the “2020 Notes”) had a carrying value of approximately $2.0 million and fair value of approximately $2.0 million as of December 31, 2018. On January 17, 2019, the Company announced that it had given the required notice under the indenture governing its 2020 Notes to redeem for cash all outstanding aggregate principal amount of its Notes to the extent outstanding on February 15, 2019. On February 15, 2019, the remaining 2020 Notes were redeemed. The fair values of the 2020 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. The 7.375% Senior Secured Notes that are due in April 2022 (the “2022 Notes”) had a carrying value of approximately $350.0 million and fair value of approximately $344.8 million as of December 31, 2019. The 2022 Notes had a carrying value of approximately $350.0 million and fair value of approximately $332.5 million as of December 31, 2018. The fair values of the 2022 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on a $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $320.6 million and fair value of approximately $309.1 million as of December 31, 2019, and had a carrying value of approximately $323.9 million and fair value of approximately $305.8 million as of December 31, 2018. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company closed on a $192.0 million unsecured credit facility (the “2018 Credit Facility”) which had a carrying value of approximately $167.1 million and fair value of approximately $170.5 million as of December 31, 2019, and had a carrying value of approximately $192.0 million and fair value of approximately $195.9 million as of December 31, 2018. The fair value of the 2018 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company also closed on a $50.0 million secured credit loan (the “MGM National Harbor Loan”) which had a carrying value of approximately $52.1 million and fair value of approximately $58.4 million as of December 31, 2019, and had a carrying value of approximately $50.1 million and fair value of approximately $56.1 million as of December 31, 2018. The fair value of the 2018 MGM National Harbor Loan, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. The senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million (the “Comcast Note”) had a fair value and carrying value of approximately $11.9 million as of December 31, 2018. On February 15, 2019, the Comcast Note was paid in full and retired. The fair value of the Comcast Note, classified as a Level 3 instrument, was determined based on the fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. There was no balance outstanding on the Company’s asset-backed credit facility (the “ABL Facility”) as of December 31, 2019 and December 31, 2018. (i) Derivative Financial Instruments The Company recognizes all derivatives at fair value in the consolidated balance sheet as either an asset or liability. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation. (See Note 8 – Derivative Instruments .) (j) Revenue Recognition On January 1, 2018, the Company adopted ASC 606, “ Revenue from Contracts with Customers ” which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company elected to use the modified retrospective method, but the adoption of the standard did not have a material impact to our financial statements. In general, our spot advertising (both radio and cable television) as well as our digital advertising continues to be recognized when aired and delivered. For our cable television affiliate revenue, the Company grants a license to the affiliate to access its television programming content through the license period, and the Company earns a usage based royalty when the usage occurs, consistent with our previous revenue recognition policy. Finally, for event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed. Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $21.4 million and $25.5 million for the years ended December 31, 2019 and 2018, respectively. Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise. In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue. Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $14.1 million and $13.6 million for the years ended December 31, 2019 and 2018, respectively. Revenue by Contract Type The following chart shows our net revenue (and sources) for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Net Revenue: Radio Advertising $ 193,318 $ 197,594 Political Advertising 1,445 6,590 Digital Advertising 31,912 31,510 Cable Television Advertising 79,776 76,429 Cable Television Affiliate Fees 105,071 107,277 Event Revenues & Other 25,407 19,698 Net Revenue (as reported) $ 436,929 $ 439,098 Contract assets and liabilities Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at December 31, 2019 and 2018 were as follows: December 31, 2019 December 31, 2018 (In thousands) Contract assets: Unbilled receivables $ 3,763 $ 3,425 Contract liabilities: Customer advances and unearned income $ 3,048 $ 3,766 Unearned event income 6,645 3,864 Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term. Unearned event income represents payments by customers for upcoming events. For customer advances and unearned income as of January 1, 2019, approximately $2.7 million was recognized as revenue during the year ended December 31, 2019. For unearned event income as of January 1, 2019, approximately $3.9 million was recognized during the year ended December 31, 2019, as the event took place during the second quarter of 2019. For customer advances and unearned income as of January 1, 2018, approximately $2.1 million was recognized as revenue during the year ended December 31, 2018. For unearned event income as of January 1, 2018, approximately $4.1 million was recognized during the year ended December 31, 2018, as the event took place during the second quarter of 2018. Practical expedients and exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. (k) Launch Support The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. The Company did not pay any launch support for carriage initiation during the year ended December 31, 2019 and for the year ended December 31, 2018, there was a non-cash launch support addition of approximately $3.7 million for carriage initiation. The weighted-average amortization period for launch support was approximately 7.8 years as of December 31, 2019, and approximately 7.8 years as of December 31, 2018. The remaining weightedaverage amortization period for launch support was 5.1 years and 6.1 years as of December 31, 2019 and December 31, 2018, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For the years ended December 31, 2019 and 2018, launch support asset amortization of $422,000 and $422,000, respectively, was recorded as a reduction of revenue, and $605,000 and $3,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. The gross value and accumulated amortization of the launch assets is as follows: As of December 31, 2019 2018 (In thousands) Launch assets $ 7,259 $ 7,259 Less: Accumulated amortization (2,038) (1,011) Launch assets, net $ 5,221 $ 6,248 Future estimated launch support amortization expense or revenue reduction related to launch assets for years 2020 through 2024 is as follows: (In thousands) 2020 $ 1,027 2021 $ 1,027 2022 $ 1,027 2023 $ 1,027 2024 $ 1,027 (l) Barter Transactions For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the years ended December 31, 2019 and 2018, barter transaction revenues were approximately $2.1 million and $1.5 million, respectively. Additionally, for the years ended December 31, 2019 and 2018, barter transaction costs were reflected in programming and technical expenses of approximately $1.5 million and $1.3 million, respectively, and selling, general and administrative expenses of approximately $596,000 and $161,000, respectively. The Company reached an agreement with a cable television provider related to an adjustment of previously estimated affiliate fees in the amount of approximately $2.0 million for the year ended December 31, 2018, as final reporting became available. Upon settlement of this agreement, the Company will receive approximately $2.0 million in marketing services that will be utilized in future periods. (m) Network Affiliation Agreements The Company has network affiliation agreements classified as Other Intangible Assets. These agreements are amortized over their useful lives. (See Note 4 — Goodwill, Radio Broadcasting Licenses and Other Intangible Assets.) (n) Advertising and Promotions The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses for the years ended December 31, 2019 and 2018, were approximately $24.8 million and $19.4 million, respectively. (o) Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets or liabilities are computed based upon the difference between financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized into income in the period of enactment. Deferred income tax expense or benefits are based upon the changes in the net deferred tax asset or liability from period to period. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Conversely, if management determines that the Company would not be able to realize the recorded amount of deferred tax assets in the future, the Company would make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in other current liabilities on the consolidated balance sheets. (p) Stock-Based Compensation The Company accounts for stock-based compensation for stock options and restricted stock grants in accordance with ASC 718, “Compensation - Stock Compensation.” Under the provisions of ASC 718, stock-based compensation cost for stock options is estimated at the grant date based on the award’s fair value as calculated by the Black-Scholes valuation option-pricing model (“BSM”) and is recognized as expense ratably over the requisite service period. The BSM incorporates various highly subjective assumptions including expected stock price volatility, for which historical data is heavily relied upon, expected life of options granted, forfeiture rates and interest rates. Compensation expense for restricted stock grants is measured based on the fair value on the date of grant less estimated forfeitures. Compensation expense for restricted stock grants is recognized ratably during the vesting period. (See Note 11 – Stockholders’ Equity. ) (q) Segment Reporting and Major Customers In accordance with ASC 280, “Segment Reporting ,” and given its diversification strategy, the Company has determined it has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These four segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure. The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including TV One’s and CLEO TV's results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. No single customer accounted for over 10% of our consolidated net revenues during any of the years ended December 31, 2019 and 2018. (r) Earnings Per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of potential dilutive common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. (s) Fair Value Measurements We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 : Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date. Level 2 : Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 12 Months Ended |
Dec. 31, 2019 | |
ACQUISITIONS AND DISPOSITIONS | |
ACQUISITIONS AND DISPOSITIONS | 2. ACQUISITIONS AND DISPOSITIONS: On October 20, 2011, we entered into a time brokerage agreement (“TBA”) with WGPR, Inc. (“WGPR”). Pursuant to the TBA, on October 24, 2011, we began to broadcast programs produced, owned or acquired by the Company on WGPR’s Detroit radio station, WGPR-FM. We paid a monthly fee as well as certain operating costs of WGPR-FM, and in exchange we retained all revenues from the sale of the advertising within the programming we provided. The original term of the TBA was through December 31, 2014; however, in September 2014, we entered into an amendment to the TBA to extend the term of the TBA through December 31, 2019 on which date we ceased operation of the station on our behalf. While we ceased operations of the station on December 31, 2019, the Company continues to provide management services to the current owner and operator of WGPR. On August 31, 2019, the Company closed on its previously announced sale of assets of its Detroit, Michigan radio station, WDMK-FM and three translators W228CJ, W252BX, and W260CB for approximately $13.5 million to Beasley Broadcast Group, Inc. The Company recognized an immaterial loss on the sale of the station during the year ended December 31, 2019. On January 30, 2017, the Company entered into an asset purchase agreement to sell certain land, towers and equipment to a third party for $25 million. On May 2, 2017, the Company closed on its previously announced sale, and is leasing certain of the assets back from the buyer as a part of its normal operations. The Company received proceeds of approximately $25.0 million, resulting in an overall net gain on sale of approximately $22.5 million, of which approximately $14.4 million was recognized immediately during the second quarter of 2017, and approximately $8.1 million which was deferred and was recognized into income ratably over the lease term of ten years. Upon adoption of ASC 842 on January 1, 2019, the unamortized portion of this deferred gain, net of tax, was recognized as a cumulative adjustment to equity. On August 8, 2018, the Company closed on its previously announced sale of the assets of one of its Detroit, Michigan, radio stations, WPZRFM (102.7 FM), to Educational Media Foundation, of California, for total consideration of approximately $12.7 million, of which approximately $12.2 million was received in cash. As part of the deal, the Company received 3 FM translators that service the Detroit metropolitan area. These signals were combined with the existing FM translator to multicast the Detroit Praise Network. The Company recognized an immaterial loss on the sale of the station during the year ended December 31, 2018. On August 9, 2018, the Company closed on its previously announced acquisition of the assets of the radio station The Team 980 (WTEM 980 AM) from Red Zebra Broadcasting. Upon closing, the Company also entered into an agreement with the Washington Redskins to ensure that all Redskins games, as well as pregame and postgame programming, will remain on The Team 980. The Company’s purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of approximately $2.0 million to radio broadcasting licenses, $1.1 million to land and land improvements, $512,000 to towers, $91,000 to goodwill, $206,000 to advertiser agreements, and $254,000 to other property and equipment assets. On December 19, 2019, we entered into both an asset purchase agreement ("APA") and a TBA with Guardian Enterprise Group, Inc. and certain of its affiliates (collectively, "GEG") with respect to the acquisition and interim operation of low power television station WQMC-LD in Columbus, Ohio. Pursuant to the TBA, in January 2020, we began to operate WQMC-LD until such time as the purchase transaction can close under the APA. Under the terms of the TBA, we pay a monthly fee as well as certain operating costs of WQMC-LD, and, in exchange, we will retain all revenues from the sale of the advertising within the programming. After receipt of FCC approval, we closed the transactions under the APA and took ownership of WQMC-LD on February 24, 2020. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT: Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the related estimated useful lives. Property and equipment consists of the following: As of December 31, Estimated 2019 2018 Useful Lives (In thousands) Land and improvements $ 4,652 $ 3,491 — Buildings 2,756 2,754 31 years Transmitters and towers 40,705 41,854 7‑15 years Equipment 60,391 60,872 3‑7 years Furniture and fixtures 9,322 9,699 6 years Software and web development 28,789 27,330 3 years Leasehold improvements 24,957 25,407 Lease Term Construction-in-progress 226 275 — 171,798 171,682 Less: Accumulated depreciation and amortization (147,405) (145,594) Property and equipment, net $ 24,393 $ 26,088 Repairs and maintenance costs are expensed as incurred. |
GOODWILL, RADIO BROADCASTING LI
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
GOODWILL AND RADIO BROADCASTING LICENSES | |
GOODWILL AND RADIO BROADCASTING LICENSES | 4. GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS: Impairment Testing We have historically made acquisitions whereby a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. In accordance with ASC 350, “Intangibles - Goodwill and Other,” we do not amortize our radio broadcasting licenses and goodwill. Instead, we perform a test for impairment annually across all reporting units, or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred in any given reporting unit. Other intangible assets continue to be amortized on a straight-line basis over their useful lives. We perform our annual impairment test as of October 1 of each year. For the years ended December 31, 2019 and 2018, we recorded impairment charges against radio broadcasting licenses and goodwill collectively, of approximately $10.6 million and $21.3 million, respectively. Beginning in March 2020, the Company noted that the COVID-19 pandemic and the resulting government stay at home order were dramatically impacting certain of the Company's revenues. Most notably, a number of advertisers across significant advertising categories have reduced or ceased advertising spend due to the outbreak and stay at home orders which effectively shut many businesses down. This was particularly true within our radio segment which derives substantial revenue from local advertisers who have been particularly hard hit due to social distancing and government interventions. The COVID-19 impact is considered a non-recognized subsequent event. The Company will perform certain interim impairment testing during the quarter ended March 31, 2020 which could result in the Company recording additional non-cash impairment charges related to its broadcasting licenses and goodwill balances during 2020. 2019 Interim Impairment Testing During the second quarter of 2019, the Company recorded a non-cash impairment charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. 2019 Annual Impairment Testing We completed our 2019 annual impairment assessment as of October 1, 2019. During the fourth quarter of 2019, the Company recorded a non-cash impairment charge of approximately $1.0 million associated with our Indianapolis market radio broadcasting licenses and approximately $5.8 million to reduce the carrying value of our Interactive One goodwill balance. Our 2019 annual impairment testing indicated the carrying values for our goodwill attributable to Reach Media, TV One, and our other radio broadcasting reporting units were not impaired. 2018 Interim Impairment Testing During the second and third quarters of 2018, the total market revenue growth for certain markets in which we operate was below that used in our annual impairment testing. In each quarter, we deemed that to be an impairment indicator that warranted interim impairment testing of certain markets’ radio broadcasting licenses, which we performed as of June 30, 2018 and September 30, 2018. During the first quarter of 2018, the Company recorded a non-cash impairment charge of approximately $3.9 million associated with our Detroit market radio broadcasting licenses. During the second and third quarters of 2018, we identified an impairment indicator at certain of our radio markets, and, as such, we performed an interim analysis for certain radio market goodwill as of June 30, 2018 and September 30, 2018. During the first quarter of 2018, the Company recorded a non-cash impairment charge of approximately $2.7 million to reduce the carrying value of our Charlotte goodwill balance. 2018 Annual Impairment Testing We completed our 2018 annual impairment assessment as of October 1, 2018. During the fourth quarter of 2018, the Company recorded a non-cash impairment charge of approximately $14.7 million to reduce the carrying value of our Atlanta goodwill balance. Our 2018 annual impairment testing indicated the carrying values for our goodwill attributable to Reach Media, TV One, digital and our other radio broadcasting reporting units were not impaired. Valuation of Broadcasting Licenses We utilize the services of a third-party valuation firm to assist us in estimating the fair value of our radio broadcasting licenses and reporting units. Fair value is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use the income approach to test for impairment of radio broadcasting licenses. A projection period of 10 years is used, as that is the time horizon in which operators and investors generally expect to recover their investments. When evaluating our radio broadcasting licenses for impairment, the testing is done at the unit of accounting level as determined by ASC 350, “Intangibles - Goodwill and Other.” In our case, each unit of accounting is a cluster of radio stations into one of our geographical markets. Broadcasting license fair values are based on the discounted future cash flows of the applicable unit of accounting assuming an initial hypothetical start-up operation which possesses FCC licenses as the only asset. Over time, it is assumed the operation acquires other tangible assets such as advertising and programming contracts, employment agreements and going concern value, and matures into an average performing operation in a specific radio market. The income approach model incorporates several variables, including, but not limited to: (i) radio market revenue estimates and growth projections; (ii) estimated market share and revenue for the hypothetical participant; (iii) likely media competition within the market; (iv) estimated start-up costs and losses incurred in the early years; (v) estimated profit margins and cash flows based on market size and station type; (vi) anticipated capital expenditures; (vii) estimated future terminal values; (viii) an effective tax rate assumption; and (ix) a discount rate based on the weighted-average cost of capital for the radio broadcast industry. In calculating the discount rate, we considered: (i) the cost of equity, which includes estimates of the risk-free return, the long-term market return, small stock risk premiums and industry beta; (ii) the cost of debt, which includes estimates for corporate borrowing rates and tax rates; and (iii) estimated average percentages of equity and debt in capital structures. Our methodology for valuing broadcasting licenses has been consistent for all periods presented. Below are some of the key assumptions used in the income approach model for estimating the broadcasting license and goodwill fair values for the annual impairment testing performed and interim impairment testing where an impairment charge was recorded since January 1, 2018. During the year ended December 31, 2019, the Company recorded a non-cash impairment charge of approximately $4.8 million associated with our Indianapolis and Detroit market radio broadcasting licenses. The Company recorded an impairment charge of approximately $3.9 million associated with our Detroit market radio broadcasting licenses during the year ended December 31, 2018. Radio Broadcasting October 1, June 30, October 1, March 31, Licenses 2019 2019(*) 2018 2018(*) Impairment charge (in millions) $ 1.0 $ 3.8 $ — $ 3.9 Discount Rate 9.0 % * % * Year 1 Market Revenue Growth Rate Range 0.9% – 1.8 % * (1.2)% – (0.6) % * Long-term Market Revenue Growth Rate Range (Years 6 – 10) 0.7% – 1.1 % * 0.7% – 1.1 % * Mature Market Share Range 6.9% – 25.0 % * 5.3% – 25.0 % * Mature Operating Profit Margin Range 27.6% – 39.7 % * 28.3% – 41.1 % * (a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting. (*) License fair value based on estimated asset sale consideration. Broadcasting Licenses Valuation Results The Company’s total broadcasting licenses carrying value is approximately $582.7 million as of December 31, 2019. The units of accounting reflected in the table below are not disclosed on a specific market basis so as to not make sensitive information publicly available that could be competitively harmful to the Company. Radio Broadcasting Licenses Carrying Balances As of Net As of December 31, Increase December 31, Unit of Accounting 2018 (Decrease) 2019 (In thousands) Unit of Accounting 2 $ 3,086 $ — $ 3,086 Unit of Accounting 7 14,748 — 14,748 Unit of Accounting 5 16,100 — 16,100 Unit of Accounting 4 16,142 — 16,142 Unit of Accounting 9 16,437 (16,437) — Unit of Accounting 15 20,736 — 20,736 Unit of Accounting 14 20,770 — 20,770 Unit of Accounting 11 21,135 (1,000) 20,135 Unit of Accounting 6 22,642 — 22,642 Unit of Accounting 13 47,846 — 47,846 Unit of Accounting 12 49,663 — 49,663 Unit of Accounting 16 56,295 — 56,295 Unit of Accounting 8 62,015 — 62,015 Unit of Accounting 1 93,394 — 93,394 Unit of Accounting 10 139,125 — 139,125 Total $ 600,134 $ (17,437) * $ 582,697 * The amount listed is net of additions, dispositions and impairment charges. Our licenses expire at various dates through December 1, 2027. Valuation of Goodwill The impairment testing of goodwill is performed at the reporting unit level. We had 17 reporting units as of our October 2019 annual impairment assessment, consisting of each of the 14 radio markets within the radio division (our license in Detroit was sold during the third quarter of 2019) and each of the other three business divisions. In testing for the impairment of goodwill, we primarily rely on the income approach. The approach involves a 10‑year model with similar variables as described above for broadcasting licenses, except that the discounted cash flows are based on the Company’s estimated and projected market revenue, market share and operating performance for its reporting units, instead of those for a hypothetical participant. We use a 5‑year model for our Reach Media reporting unit. We evaluate all events and circumstances on an interim basis to determine if an impairment indicator is present and also perform annual testing by comparing the fair value of the reporting unit with its carrying amount. We recognize an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. The impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit. We have not made any changes to the methodology for valuing or allocating goodwill when determining the fair values of the reporting units. During the fourth quarter of 2019, the Company performed its annual impairment testing on the valuation of goodwill associated with our digital segment. Our digital segment's net revenues and cash flow internal projections were revised downward and as a result of our annual assessment, the Company recorded a goodwill impairment charge of approximately $5.8 million. During the first quarter of 2018, the Company recorded a non-cash impairment charge of approximately $2.7 million to reduce the carrying value of our Charlotte goodwill balance and during the fourth quarter of 2018, the Company recorded a non-cash impairment charge of approximately $14.7 million to reduce the carrying value of our Atlanta goodwill balance. Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for the annual impairment assessments performed and interim impairment testing where an impairment charge was recorded since January 1, 2018. Goodwill (Radio Market October 1, October 1, March 31, Reporting Units) 2019(a) 2018(a) 2018(*) Impairment charge (in millions) $ — $ 14.7 $ 2.7 Discount Rate % 9.0 % * Year 1 Market Revenue Growth Rate Range (7.6)% – 49.3 % (8.0)% – 27.5 % * Long-term Market Revenue Growth Rate Range (Years 6 – 10) 0.7% – 1.1 % 0.7% – 1.1 % * Mature Market Share Range 7.1% - 17.0 % 7.6% - 17.8 % * Mature Operating Profit Margin Range 26.8% - 47.6 % 26.8% - 46.9 % * (a) Reflects the key assumptions for testing only those radio markets with remaining goodwill. (*) Goodwill fair value based on estimated asset sale consideration. Below are some of the key assumptions used in the income approach model for estimating the fair value for Reach Media for the annual and interim impairment assessments performed since October 2018. When compared to the discount rates used for assessing radio market reporting units, the higher discount rates used in these assessments reflect a premium for a riskier and broader media business, with a heavier concentration and significantly higher amount of programming content assets that are highly dependent on a single on-air personality. As a result of our impairment assessments, the Company concluded that the goodwill was not impaired. October 1, October 1, Reach Media Segment Goodwill 2019 2018 Impairment charge (in millions) $ — $ — Discount Rate % 10.5 % Year 1 Revenue Growth Rate (9.7) % 2.3 % Long-term Revenue Growth Rate (Year 5) % 1.0 % Operating Profit Margin Range 13.3% - 14.3 % 14.6% - 15.8 % During the fourth quarter of 2019, the Company performed its annual impairment testing on the valuation of goodwill associated with our digital segment. Our digital segment's net revenues and cash flow internal projections were revised downward and as a result of our annual assessment, the Company recorded a goodwill impairment charge of approximately $5.8 million. Below are some of the key assumptions used in the income approach model for determining the fair value of our digital reporting unit since October 2018. When compared to discount rates for the radio reporting units, the higher discount rate used to value the reporting unit is reflective of discount rates applicable to internet media businesses. The Company concluded no impairment to the carrying value of goodwill had occurred as a result of the annual testing performed in 2018. October 1, October 1, Digital Segment Goodwill 2019 2018 Impairment charge (in millions) $ 5.8 $ — Discount Rate 12.0 % 13.5 % Year 1 Revenue Growth Rate 12.2 % 12.6 % Long-term Revenue Growth Rate (Years 6 – 10) 2.8% - 7.7 % 3.1% - 3.7 % Operating Profit Margin Range (4.7)% - 11.7 % (1.1)% - 15.7 % Below are some of the key assumptions used in the income approach model for determining the fair value of our cable television segment since October 2018. As a result of the testing performed in 2019 and 2018, the Company concluded no impairment to the carrying value of goodwill had occurred. October 1, October 1, Cable Television Segment Goodwill 2019 2018 Impairment charge (in millions) $ — $ — Discount Rate % 11.0 % Year 1 Revenue Growth Rate 1.0 % 1.8 % Long-term Revenue Growth Rate Range (Years 6 – 10) 1.9% -2.3 % 2.0% - 3.0 % Operating Profit Margin Range 33.0% - 45.5 % 36.9% - 42.5 % The above goodwill tables reflect some of the key valuation assumptions used for 11 of our 17 reporting units. The other six remaining reporting units had no goodwill carrying value balances as of December 31, 2019. Goodwill Valuation Results The table below presents the changes in Company’s goodwill carrying values for its four reportable segments during 2019 and 2018: Radio Cable Broadcasting Reach Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 154,910 $ 30,468 $ 27,567 $ 165,044 $ 377,989 Accumulated impairment losses (84,436) (16,114) (14,545) — (115,095) Additions 90 — — — 90 Impairments (17,412) — — — (17,412) Net goodwill at December 31, 2018 $ 53,152 $ 14,354 $ 13,022 $ 165,044 $ 245,572 Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Accumulated impairment losses (101,848) (16,114) (14,545) — (132,507) Additions — — — — — Impairments — — (5,800) — (5,800) Net goodwill at December 31, 2019 $ 53,152 $ 14,354 $ 7,222 $ 165,044 $ 239,772 In arriving at the estimated fair values for radio broadcasting licenses and goodwill, we also performed an analysis by comparing our overall average implied multiple based on our cash flow projections and fair values to recently completed sales transactions, and by comparing our estimated fair values to the market capitalization of the Company. The results of these comparisons confirmed that the fair value estimates resulting from our annual assessments in 2019 were reasonable. Intangible Assets Excluding Goodwill and Radio Broadcasting Licenses Other intangible assets, excluding goodwill, radio broadcasting licenses and the unamortized brand name, are being amortized on a straightline basis over various periods. Other intangible assets consist of the following: Remaining Weighted- Average As of December 31, Period of Period of 2019 2018 Amortization Amortization (In thousands) Trade names $ 17,413 $ 17,391 1‑5 Years 5.0 Years Intellectual property 9,531 9,531 4‑10 Years 0.0 Years Affiliate agreements 178,986 178,986 8 Years 0.0 Years Acquired income leases 127 127 3‑15 Years 11.1 Years Advertiser agreements 46,789 46,789 1‑12 Years 3.2 Years Favorable office and transmitter leases 2,097 2,097 2‑60 Years 39.1 Years Brand names 4,413 4,413 10 Years 7.2 Years Brand names - unamortized 39,690 39,690 Indefinite — ABL facility debt costs 510 421 Debt term 1.3 Years Launch assets 6,284 6,284 Contract length 5.6 Years Other intangibles 675 675 1‑5 Years 1.4 Years 306,515 306,404 Less: Accumulated amortization (248,303) (236,313) Other intangible assets, net $ 58,212 $ 70,091 4.4 Years Amortization expense of intangible assets for the years ended December 31, 2019 and 2018 was approximately $10.9 million and $26.7 million, respectively. The Company’s affiliation agreements have expiration dates ranging from September 2020 to June 2026. The following table presents the Company’s estimate of amortization expense for the years 2020 through 2024 for intangible assets: (In thousands) 2020 $ 5,000 2021 $ 4,684 2022 $ 4,637 2023 $ 2,212 2024 $ 1,208 The table above excludes launch asset amortization as it is recorded as a reduction to revenue. Actual amortization expense may vary as a result of future acquisitions and dispositions. |
CONTENT ASSETS
CONTENT ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
CONTENT ASSETS | |
CONTENT ASSETS | 5. CONTENT ASSETS: The gross cost and accumulated amortization of content assets is as follows: As of December 31, Period of 2019 2018 Amortization (In thousands) Produced content assets: Completed $ 349,521 $ 318,234 In-production 9,472 13,578 Licensed content assets acquired: Acquired 46,515 35,866 Content assets, at cost 405,508 367,678 1‑10 Years Less: Accumulated amortization (304,745) (256,461) Content assets, net 100,763 111,217 Current portion (30,642) (33,951) Noncurrent portion $ 70,121 $ 77,266 Produced content assets include certain unamortized costs that will not be 80% amortized within three years from December 31, 2019, totaling approximately $13.0 million. Approximately 41.5% of these unamortized costs are expected to be amortized within three years from December 31, 2019. The remaining balance of these costs will be amortized through the year ending December 31, 2029. Future estimated content amortization expense related to agreements entered into as of December 31, 2019, for years 2020 through 2024 is as follows: (In thousands) 2020 $ 30,642 2021 $ 22,089 2022 $ 14,268 2023 $ 5,976 2024 $ 1,380 Future estimated content amortization expense is not included for in-production content assets in the table above. Future minimum content payments required under agreements entered into as of December 31, 2019, are as follows: (In thousands) 2020 $ 14,804 2021 $ 8,727 2022 $ 5,338 2023 $ 761 |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2019 | |
INVESTMENTS | |
INVESTMENTS | 6. INVESTMENTS: Cost Method On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. On November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. Our MGM investment is included in other assets on the consolidated balance sheets and its income in the amount of approximately $6.9 million and $7.0 million, for the years ended December 31, 2019 and 2018, respectively, is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review in the normal course. The Company reviewed the investment during 2019 and 2018 and concluded that no impairment to the carrying value was required. As of December 4, 2018, the Company’s interest in the MGM National Harbor Casino secures the $50 million MGM National Harbor Loan (as defined in Note 9 - Long-Term Debt.) |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
OTHER CURRENT LIABILITIES | |
OTHER CURRENT LIABILITIES | 7. OTHER CURRENT LIABILITIES: Other current liabilities consist of the following: As of December 31, 2019 2018 (In thousands) Deferred revenue $ 10,879 $ 9,211 Deferred barter revenue 1,599 346 Deferred rent — 861 Employment Agreement Award 3,208 2,520 Accrued national representative fees 662 1,025 Accrued miscellaneous taxes 366 290 Income taxes payable 590 426 Tenant allowance 305 367 Deferred gain on sale-leaseback — 809 Contingent consideration 1,526 1,433 Reserve for audience deficiency 3,005 3,332 Other current liabilities 3,253 3,831 Other current liabilities $ 25,393 $ 24,451 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
DERIVATIVE INSTRUMENTS | |
DERIVATIVE INSTRUMENTS | 8. DERIVATIVE INSTRUMENTS: The Company accounts for an award called for in the CEO’s employment agreement (the “Employment Agreement Award”) as a derivative instrument in accordance with ASC 815, “Derivatives and Hedging.” The Company estimated the fair value of the award at December 31, 2019 and 2018, to be approximately $27.0 million and $25.7 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The expense/(benefit) associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was approximately $4.9 million and $(5.1) million for the years ended December 31, 2019, and 2018, respectively. The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. The CEO was fully vested in the award upon execution of the employment agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company’s Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology resulted in a credit adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate. The liability was further reduced during the quarter ended December 31, 2018 using the simplified methodology, due primarily to an overall lower valuation. During 2019, there was an increase in the overall enterprise valuation and an increase in the overall working capital contributing to an increase in expense recognized throughout the year. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2019 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | 9. LONG-TERM DEBT: Long-term debt consists of the following: As of December 31, 2019 2018 (In thousands) 2018 Credit Facility $ 167,145 $ 192,000 MGM National Harbor Loan 52,099 50,066 2017 Credit Facility 320,629 323,926 9.25% Senior Subordinated Notes due February 2020 — 2,037 7.375% Senior Secured Notes due April 2022 350,000 350,000 Comcast Note due April 2019 — 11,872 Total debt 889,873 929,901 Less: current portion of long-term debt 25,945 38,706 Less: original issue discount and issuance costs 13,620 17,438 Long-term debt, net $ 850,308 $ 873,757 2018 Credit Facility On December 4, 2018, the Company and certain of its subsidiaries entered into a credit agreement ("2018 Credit Facility"), among the Company, the lenders party thereto from time to time, Wilmington Trust, National Association, as administrative agent, and TCG Senior Funding L.L.C, as sole lead arranger and sole bookrunner. The 2018 Credit Facility provided $192.0 million in term loan borrowings, which was funded on December 20, 2018. The net proceeds of term loan borrowings under the 2018 Credit Facility were used to refinance, repurchase, redeem or otherwise repay the Company’s outstanding 9.25% Senior Subordinated Notes due 2020. Borrowings under the 2018 Credit Facility are subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company’s total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company’s existing credit facilities nor the trustee under the Company’s existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfy the requirements of the definition of "Permitted Refinancing" (as defined in the agreements governing the Company’s existing credit facilities) and neither of the administrative agents under the Company’s existing credit facilities notifies the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). The 2018 Credit Facility matures on December 31, 2022 (the "Maturity Date"). Interest rates on borrowings under the 2018 Credit Facility will be either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings have been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings have been repaid. Interest payments begin on the last day of the 3-month period commencing on the Funding Date. The Company’s obligations under the 2018 Credit Facility are not secured. The 2018 Credit Facility is guaranteed on an unsecured basis by each entity that guarantees the Company’s outstanding $350.0 million 2017 Credit Facility (as defined below). The term loans could have been voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium. The Company is required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company is also required to use 75% of excess cash flow (“ECF payment”) as defined in the 2018 Credit Facility, which exclude any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding terms loans at par. During the year ended December 31, 2019, the Company repaid approximately $24.9 million, under the 2018 Credit Facility. Included in the repayments made during the year ended December 31, 2019 was approximately $3.5 million in ECF payments in accordance with the agreement. The 2018 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company’s total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021 and 6.75 to 1.00 in 2022. As of December 31, 2019, the Company was in compliance with all of its financial covenants under the 2018 Credit Facility. As of December 31, 2019, the Company had outstanding approximately $167.1 million on its 2018 Credit Facility. The original issue discount in the amount of approximately $3.8 million and associated debt issuance costs in the amount of $875,000 is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. The amount of deferred financing costs included in interest expense for all instruments, for the years ended December 31, 2019 and 2018, was approximately $3.9 million and $2.9 million, respectively. MGM National Harbor Loan Concurrently, on December 4, 2018, Urban One Entertainment SPV, LLC ("UONESPV") and its immediate parent, Radio One Entertainment Holdings, LLC ("ROEH"), each of which is a wholly owned subsidiary of the Company, entered into a credit agreement, providing $50.0 million in term loan borrowings (the "MGM National Harbor Loan") which was funded on December 20, 2018. The MGM National Harbor Loan matures on December 31, 2022 and bears interest at 7.0% per annum in cash plus 4.0% per annum paidin kind. The loan has limited ability to be prepaid in the first two years. The loan is secured on a first priority basis by the assets of UONESPV and ROEH, including all of UONESPV’s shares held by ROEH, all of UONESPV’s interests in MGM National Harbor, its rights under the joint venture operating agreement governing the MGM National Harbor and UONESPV’s obligation to exercise its put right under the joint venture operating agreement in the event of a UONESPV payment default or bankruptcy event, in each case, subject to applicable Maryland gaming laws and approvals. Exercise by UONESPV of its put right under the joint venture operating agreement is subject to required lender consent unless the proceeds are used to retire the MGM National Harbor Loan and any remaining excess is used to repay borrowings, if any, under the 2018 Credit Facility. The MGM National Harbor Loan also contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). As of December 31, 2019, the Company had outstanding approximately $52.1 million on its MGM National Harbor Loan. The original issue discount in the amount of approximately $1.0 million and associated debt issuance costs in the amount of approximately $1.7 million is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the obligation using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 2017 Credit Facilities On April 18, 2017, the Company closed on a senior secured credit facility (the “2017 Credit Facility”). The 2017 Credit Facility is governed by a credit agreement by and among the Company, the lenders party thereto from time to time and Guggenheim Securities Credit Partners, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and Guggenheim Securities, LLC as sole lead arranger and sole book running manager. The 2017 Credit Facility provides for $350 million in term loan borrowings, all of which was advanced and outstanding on the date of the closing of the transaction. The 2017 Credit Facility matures on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company’s 2022 Notes (as defined below). At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 6.27% for 2019 and was 6.07% for 2018. The 2017 Credit Facility is (i) guaranteed by each entity that guarantees the Company’s 2022 Notes on a pari passu basis with the guarantees of the 2022 Notes and (ii) secured on a pari passu basis with the Company’s 2022 Notes. The Company’s obligations under the 2017 Credit Facility are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by certain notes priority collateral, and (ii) on a second priority basis by collateral for the Company’s asset-backed line of credit. In addition to any mandatory or optional prepayments, the Company is required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months will require an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company will be required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility. On December 19, 2018, upon drawing under the 2018 Credit Facility and MGM National Harbor Loan, the Company voluntarily prepaid approximately $20.0 million in principal on the 2017 Credit Facility. During the years ended December 31, 2019 and 2018, the Company repaid approximately $3.3 million and $23.4 million, respectively under the 2017 Credit Facility. The 2017 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the 2022 Notes. The 2017 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company’s interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00. The net proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previous senior secured credit facility and the agreement governing such credit facility. The 2017 Credit Facility contains affirmative and negative covenants that the Company is required to comply with, including: (a) maintaining an interest coverage ratio of no less than: § 1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. (b) maintaining a senior leverage ratio of no greater than: § 5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. (c) limitations on: § liens; § sale of assets; § payment of dividends; and § mergers. As of December 31, 2019, the Company was in compliance with all of its financial covenants under the 2017 Credit Facility. As of December 31, 2019, the Company had outstanding approximately $320.6 million on its 2017 Credit Facility. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. 2022 Notes On April 17, 2015, the Company closed a private offering of $350.0 million aggregate principal amount of 7.375% senior secured notes due 2022 (the “2022 Notes”). The 2022 Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and will mature on April 15, 2022. Interest on the 2022 Notes accrues at the rate of 7.375% per annum and is payable semiannually in arrears on April 15 and October 15, which commenced on October 15, 2015. The 2022 Notes are guaranteed, jointly and severally, on a senior secured basis by the Company’s existing and future domestic subsidiaries, including TV One. In connection with the closing of the 2022 Notes, the Company and the guarantor parties thereto entered into a Fourth Supplemental Indenture to the indenture governing the 2020 Notes (as defined below). Pursuant to this Fourth Supplemental Indenture, TV One, which previously did not guarantee the 2020 Notes, became a guarantor under the 2020 Notes indentures. In addition, the transactions caused a “Triggering Event” (as defined in the 2020 Notes Indenture) and, as a result, the 2020 Notes became an unsecured obligation of the Company and the subsidiary guarantors and rank equal in right of payment with the Company’s other senior indebtedness. The Company used the net proceeds from the 2022 Notes, to refinance a previous credit agreement, refinance certain TV One indebtedness, and finance the buyout of membership interests of Comcast in TV One and pay the related accrued interest, premiums, fees and expenses associated therewith. The 2022 Notes are the Company’s senior secured obligations and rank equal in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including obligations under the 2017 Credit Facility and the Company’s 2020 Notes (defined below). The 2022 Notes and related guarantees are equally and ratably secured by the same collateral securing the 2017 Credit Facility and any other parity lien debt issued after the issue date of the 2022 Notes, including any additional notes issued under the Indenture, but are effectively subordinated to the Company’s and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness that does not also secure the 2022 Notes. Collateral includes substantially all of the Company’s and the guarantors’ current and future property and assets for accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets including the capital stock of each subsidiary guarantor. Finally, the Company also had the Comcast Note (defined below) which was a general but senior unsecured obligation of the Company. Senior Subordinated Notes On February 10, 2014, the Company closed a private placement offering of $335.0 million aggregate principal amount of 9.25% senior subordinated notes due 2020 (the “2020 Notes”). The 2020 Notes were offered at an original issue price of 100.0% plus accrued interest from February 10, 2014. The 2020 Notes were scheduled to mature on February 15, 2020. Interest accrued at the rate of 9.25% per annum and was payable semiannually in arrears on February 15 and August 15 in the initial amount of approximately $15.5 million, which commenced on August 15, 2014. The 2020 Notes were guaranteed by certain of the Company’s existing and future domestic subsidiaries and any other subsidiaries that guarantee the existing senior credit facility or any of the Company’s other syndicated bank indebtedness or capital markets securities. The Company used the net proceeds from the offering to repurchase or otherwise redeem all of the amounts then outstanding under its previous notes and to pay the related accrued interest, premiums, fees and expenses associated therewith. During the quarter ended December 31, 2018, in conjunction with entering into the 2018 Credit Facility and MGM National Harbor Loan, the Company repurchased approximately $243.0 million of its 2020 Notes at an average price of approximately 100.88% of par. During the quarter ended December 31, 2018, the Company recorded a loss on retirement of debt of approximately $2.8 million. This amount includes a write-off of previously capitalized debt financing costs and original issue discount associated with the 2020 Notes in the amount of $649,000 and also includes approximately $2.1 million associated with the premium paid to the bondholders. During the quarter ended September 30, 2018, the Company repurchased approximately $5.0 million of its 2020 Notes at an average price of approximately 97.25% of par. The Company recorded a net gain on retirement of debt of $120,000 for the quarter ended September 30, 2018. During the quarter ended June 30, 2018, the Company repurchased approximately $14.0 million of its 2020 Notes at an average price of approximately 95.125% of par. The Company recorded a net gain on retirement of debt of $626,000 for the quarter ended June 30, 2018. During the quarter ended March 31, 2018, the Company repurchased approximately $11 million of its 2020 Notes at an average price of approximately 97.375% of par. The Company recorded a net gain on retirement of debt of $239,000 for the quarter ended March 31, 2018. As of December 31, 2019 and December 31, 2018, the Company had approximately $0 and $2.0 million, respectively, of our 2020 Notes outstanding. On January 17, 2019, the Company announced that it had given the required notice under the indenture governing its 2020 Notes to redeem for cash all outstanding aggregate principal amount of its Notes to the extent outstanding on February 15, 2019 (the "Redemption Date"). The redemption price for the Notes will be 100.0% of the principal amount of the Notes, plus accrued and unpaid interest to the Redemption Date. On February 15, 2019, the remaining 2020 Notes were redeemed in full. Comcast Note The Company also had outstanding a senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million due to Comcast (“Comcast Note”). The Comcast Note bears interest at 10.47%, is payable quarterly in arrears, and the entire principal amount is due on April 17, 2019. The Company was contractually required to retire the Comcast Note in February 2019 upon redemption of the remaining 2020 Notes. On February 15, 2019, upon redemption of the remaining 2020 Notes, the Comcast Note was paid in full and retired. Asset-Backed Credit Facility On April 21, 2016, the Company entered into a senior credit agreement governing an asset-backed credit facility (the “ABL Facility”) among the Company, the lenders party thereto from time to time and Wells Fargo Bank National Association, as administrative agent (the “Administrative Agent”). The ABL Facility provides for $25 million in revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. As of December 31, 2019 and as of December 31, 2018, the Company did not have any borrowings outstanding on its ABL Facility. At the Company’s election, the interest rate on borrowings under the ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter. Advances under the ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the ABL Facility), plus (ii) the aggregate amount of all other reserves, if any, established by Administrative Agent. All obligations under the ABL Facility are secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, (iii) all other property which constitutes ABL Priority Collateral (as defined in the ABL Facility). The obligations are also secured by all material subsidiaries of the Company. Finally, the ABL Facility is subject to the terms of the Intercreditor Agreement (as defined in the ABL Facility) by and among the Administrative Agent, the administrative agent for the secured parties under the Company’s term loan and the trustee and collateral trustee under the senior secured notes indenture. On November 13, 2019, the Company entered into an amendment to the ABL Facility, (the "ABL Amendment"), which increases the borrowing capacity from $25 million in revolving loan borrowings to $37.5 million in order to provide for the working capital needs and general corporate requirements of the Company and provides for a letter of credit facility up to $7.5 million as a part of the overall $37.5 million in capacity. The ABL Amendment also redefines the "Maturity Date" to read as follows: "Maturity Date" shall mean the earlier to occur of (a) April 21, 2021 and (b) the date that is thirty (30) days prior to the earlier to occur of (i) the Term Loan Maturity Date (as defined in the Term Loan Credit Agreement as in effect on the Effective Date or as the same may be extended in accordance with the terms of the Term Loan Credit Agreement), and (ii) the Stated Maturity (as defined in the Senior Secured Notes Indenture (as defined in the Term Loan Credit Agreement)) of the Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date or as the same may be extended in accordance with the terms of the Senior Secured Notes Indenture)." On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. On October 8, 2019, the Company entered into an amendment to its letter of credit reimbursement and security agreement and extended the term to October 8, 2024. As of December 31, 2019, the Company had letters of credit totaling $848,000 under the agreement. Letters of credit issued under the agreement are required to be collateralized with cash. The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2022 Notes, the Company’s obligations under the 2017 Credit Facility, and the obligations under the 2018 Credit Facility. The Company’s interest in the MGM National Harbor Casino fully guarantees the MGM National Harbor Loan. Future Minimum Principal Payments Future scheduled minimum principal payments of debt as of December 31, 2019, are as follows: 7.38% Senior 2018 MGM 2017 Secured Credit National Asset-backed Credit Notes Facility Harbor Loan Credit Facility Facility due April 2022 Total (In thousands) 2020 $ 22,648 $ — $ — $ 3,297 $ — $ 25,945 2021 19,200 — — 3,297 — 22,497 2022 125,297 52,099 — 3,297 350,000 530,693 2023 — — — 310,738 — 310,738 2024 and thereafter — — — — — — Total Debt $ 167,145 $ 52,099 $ — $ 320,629 $ 350,000 $ 889,873 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | 10. INCOME TAXES: A reconciliation of the statutory federal income taxes to the recorded benefit from income taxes from continuing operations is as follows: For the Years Ended December 31, 2019 2018 (In thousands) Statutory federal tax expense $ 2,714 $ 716 Effect of state taxes, net of federal benefit 1,904 383 Effect of state rate and tax law changes 578 (1,423) Return to provision adjustments (110) 659 Other permanent items 75 100 Non-deductible meals and entertainment 226 253 Impairment of long-lived intangible assets 1,218 3,087 Non-deductible officer’s compensation 1,781 (561) Change in valuation allowance 24 (125,635) IRC Section 382 adjustments 573 (13,547) NOL expirations 1,815 — Stock-based compensation forfeitures and adjustments 178 1,677 Uncertain tax positions (172) (829) Other 60 (79) Provision for (benefit from) income taxes $ 10,864 $ (135,199) The statutory federal tax rate used for the years ended December 31, 2019 and December 31, 2018 is 21%. Major components of the effective tax rate for the year ended December 31, 2019 are related to the limitation of officer's compensation under IRC Section 162(m), and state income taxes. A major component of the effective tax rate during the year ended December 31, 2018 was due to the release of valuation allowance of approximately $125.6 million related to federal and state net operating losses (“NOLs”), and a reduction of IRC Section 382 limitations by approximately $13.5 million on these NOLs. The components of the provision for (benefit from) income taxes from continuing operations are as follows: For the Years Ended December 31, 2019 2018 (In thousands) Federal: Current $ — $ — Deferred 5,973 (116,316) State: Current 595 604 Deferred 4,296 (19,487) Provision for (benefit from) income taxes $ 10,864 $ (135,199) Deferred Income Taxes Deferred income taxes reflect the impact of temporary differences between the assets and liabilities recognized for financial reporting purposes and amounts recognized for tax purposes. Deferred taxes are based on tax laws as currently enacted. Deferred tax assets are reduced by a valuation allowance if, based upon the weight of available evidence, it is not more likely than not that we will realize some portion or all of the deferred tax assets. The significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, 2019 2018 (In thousands) Deferred tax assets: Allowance for doubtful accounts $ 1,804 $ 2,001 Accruals 528 1,685 Fixed assets 418 970 Stock-based compensation 499 543 Net operating loss carryforwards 103,700 121,562 Lease liability 12,094 — Interest expense carryforward 16,224 6,519 Alternative minimum tax credit 428 856 Other (324) 1,192 Total deferred tax assets 135,371 135,328 Valuation allowance for deferred tax assets (249) (235) Total deferred tax asset, net of valuation allowance 135,122 135,093 Deferred tax liabilities: Intangible assets (147,350) (145,072) Right of use asset (10,100) — Partnership interests (1,813) (1,795) Qualified film expenditures (419) (1,130) Total deferred tax liabilities (159,682) (147,997) Net deferred tax liability $ (24,560) $ (12,904) As of December 31, 2019, the Company had federal and state NOL carryforward amounts of approximately $733.3 million and $472.5 million, respectively. The state NOLs are applied separately from the federal NOL as the Company generally files separate state returns for each subsidiary. Additionally, the amount of the state NOLs may change if future apportionment factors differ from current factors. During 2016, the Company performed an Internal Revenue Code (“IRC”) Section 382 study (“the study”) and concluded that there was an ownership shift during calendar year 2009 that resulted in an estimated limitation on our federal and state NOLs for approximately $361.1 million and $262.7 million, respectively. During 2018, the Company updated the study for additional information based on additional technical insight into the application of the tax law, which resulted in a decrease to the initial estimated limitation. In 2018, the Company identified certain assets with net unrealized built-in gain that reduced the estimated federal and state limitation by approximately $65.6 million and $52.9 million, respectively. The Company continues to assess potential tax strategies (which could include seeking a ruling from the IRS) which, if successful, may reduce the impact of the annual limitations and potentially recover NOLs that otherwise would expire before being applied to reduce future income tax liabilities. If successful, the Company may be able to recover additional federal and state NOLs in future periods, which could be material. If we conclude that it is more likely than not that we will be able to realize additional federal and state NOLs, the tax benefit could materially impact future quarterly and annual periods. The federal and state NOLs expire in various years from 2020 to 2038. As of December 31, 2019, the gross deferred tax assets of approximately $135.4 million were primarily the result of federal and state net operating losses, and the IRC Section 163(j) interest expense carryforward. A valuation allowance of $249,000 and $235,000 was recorded against our gross deferred tax asset balance as of December 31, 2019 and December 31, 2018, respectively and is related to state jurisdictions where it is not more likely than not the deferred tax assets will be realized. The assessment to determine the value of the deferred tax assets to be realized under ASC 740 is highly judgmental and requires the consideration of all available positive and negative evidence in evaluating the likelihood of realizing the tax benefit of the deferred tax assets in a future period. Circumstances may change over time such that previous negative evidence no longer exists, and new conditions should be evaluated as positive or negative evidence that could affect the realization of the deferred tax assets. Since the evaluation requires consideration of events that may occur in some years in the future, significant judgment is required, and our conclusion could be materially different if certain expectations do not materialize. In the assessment of all available evidence, an important piece of objective verifiable evidence is evaluating a cumulative pre-tax income or loss position over the most recent three-year period. Historically, the Company has maintained a full valuation against the net deferred tax assets, principally due to a cumulative pre-tax loss over the most recent three-year period. During the quarter ended December 31, 2018, the Company achieved three years of cumulative pre-tax income, which removed the most heavily weighed piece of objective verifiable negative evidence from our evaluation of the realizability of deferred tax assets. The Company continues to maintain three years of rolling cumulative pre-tax income as of December 31, 2019. Additionally, the Company is projecting forecasts of taxable income to utilize our federal and state NOLs as part of our evaluation of positive evidence. As part of the 2017 Tax Act, IRC Section 163(j) limited the deduction of interest expense. In conjunction with evaluating and weighing our cumulative three-year pre-tax income, we also evaluated the impact that interest expense has had on our cumulative three-year pre-tax income. A material component of the Company’s expenses is interest, and has been the primary driver of historical pre-tax losses. Adjusting for the IRC Section 163(j) interest expense limitation on projected taxable income, we estimate utilization of federal and state net operating losses that are not subject to annual limitations as a result of the 2009 ownership shift as defined under IRC Section 382. Realization of the Company’s federal and state net operating losses is dependent on generating sufficient taxable income in future periods, and although the Company believes it is more likely than not future taxable income will be sufficient to utilize the net operating losses, realization is not assured and future events may cause a change to the judgment of the realizability of these deferred tax assets. If a future event causes the Company to re-evaluate and conclude that it is not more likely than not, that all or a portion of the deferred tax assets are realizable, the Company would be required to establish a valuation allowance against the assets at that time which would result in a charge to income tax expense and a decrease to net income in the period which the change of judgment is concluded. Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2019 2018 (In thousands) Balance as of January 1 $ 4,637 $ 5,758 Additions for tax positions related to current years — 157 Additions (deductions) for tax positions related to prior years 96 (1,113) Deductions for tax positions as a result of tax settlements — (165) Balance as of December 31 $ 4,733 $ 4,637 The nature of the uncertainties pertaining to the Company’s income taxes is primarily due to various state income tax positions that affect the amount of state NOLs available to be applied to reduce future state income tax liabilities. The unrecognized tax benefits liability accrued on our balance sheet increased by $96,000 and decreased by approximately $1.1 million during the years ended December 31, 2019 and December 31, 2018, respectively, primarily as a result of applicable tax rate changes. During the year ended December 31, 2018, the Company increased the unrecognized tax benefits liability by $157,000 related to the potential state income tax effects due to South Dakota v. Wayfair, Inc . As of December 31, 2019, the Company had unrecognized tax benefits of approximately $4.7 million, which if recognized, would impact the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. There is no material amount of interest and penalties recognized in the statement of operations and the balance sheet for the year ended December 31, 2019. The Company does not anticipate any significant increases or decreases to the total unrecognized tax benefits within the next twelve months subsequent to December 31, 2019. The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s open tax years for federal income tax examinations include the tax years ended December 31, 2016 through 2019. For state and local purposes, the open years for tax examinations include the tax years ended December 31, 2015 through 2019. To the extent that net operating losses are utilized, the year of the loss is open to examination. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS’ EQUITY: Common Stock The Company has four classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A common stock entitles its holder to one vote and each share of Class B common stock entitles its holder to ten votes. The holders of Class C and Class D common stock are not entitled to vote on any matters. The holders of Class A common stock can convert such shares into shares of Class C or Class D common stock. Subject to certain limitations, the holders of Class B common stock can convert such shares into shares of Class A common stock. The holders of Class C common stock can convert such shares into shares of Class A common stock. The holders of Class D common stock have no such conversion rights. Stock Repurchase Program From time to time, the Company’s Board of Directors has authorized repurchases of shares of the Company’s Class A and Class D common stock. As of December 31, 2019, except that the Company has limited but ongoing authority to purchase shares under the Company’s stock plans as described below, there was no open authorizations with respect to its Class A and Class D common stock. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon the stock repurchase program in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the year ended December 31, 2019, the Company repurchased 54,896 shares of Class A Common Stock in the amount of $120,000 at an average of $2.19 per share and repurchased 1,709,315 shares of Class D Common Stock in the amount of approximately $3.5 million at an average of $2.06 per share. During the year ended December 31, 2018, the Company repurchased 4,160 shares of Class A Common Stock in the amount of $9,000 at an average of $2.26 per share and repurchased 3,377,436 shares of Class D Common Stock in the amount of approximately $7.0 million at an average of $2.10 per share. In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan and 2019 Equity and Performance Incentive Plan (both as defined below). As of May 21, 2019, the 2019 Equity and Performance Incentive Plan will be used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2009 Stock Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”). During the year ended December 31, 2019, the Company executed a Stock Vest Tax Repurchase of 957,895 shares of Class D Common Stock in the amount of approximately $1.9 million at an average price of $1.96 per share. During the year ended December 31, 2018, the Company executed a Stock Vest Tax Repurchase of 612,386 shares of Class D Common Stock in the amount of approximately $1.1 million at an average price of $1.78 per share. Stock Option and Restricted Stock Grant Plan Our 2009 stock option and restricted stock plan (the “2009 Stock Plan”) was originally approved by the stockholders at the Company’s annual meeting on December 16, 2009. The Company had the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan. Since its original approval, from time to time, the Board of Directors adopted and, as required, our stockholders approved certain amendments to and restatement of the 2009 Stock Plan (the “Amended and Restated 2009 Stock Plan”). The amendments under the Amended and Restated 2009 Stock Plan primarily affected (i) the number of shares with respect to which options and restricted stock grants may be granted under the 2009 Stock Plan and (ii) the maximum number of shares that can be awarded to any individual in any one calendar year. On April 13, 2015, the Board of Directors adopted, and our stockholders approved on June 2, 2015, an amendment that replenished the authorized plan shares, increasing the number of shares of Class D common stock available for grant back up to 8,250,000 shares. Our new stock option and restricted stock plan ("2019 Equity and Performance Incentive Plan"), currently in effect was approved by the stockholders at the Company's annual meeting on May 21, 2019. The Board of Directors adopted, and on May 21, 2019, our stockholders approved, the 2019 Equity and Performance Incentive Plan which is funded with 5,500,000 shares of Class D Common Stock. The Company uses an average life for all option awards. The Company settles stock options upon exercise by issuing stock. As of December 31, 2019, 3,023,462 shares of Class D common stock were available for grant under the 2019 Equity and Performance Incentive Plan. On October 26, 2015, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Company awarded David Kantor, Chief Executive Officer, Radio Division, 100,000 restricted shares of the Company’s Class D common stock, and stock options to purchase 300,000 shares of the Company’s Class D common stock. The grants were effective November 5, 2015, and vested in approximately equal 1/3 tranches on each of November 5, 2016, November 5, 2017, and November 5, 2018. On August 7, 2017, the Compensation Committee awarded Catherine Hughes, Chairperson, 449,630 restricted shares of the Company’s Class D common stock, and stock options to purchase 199,836 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018. On August 7, 2017, the Compensation Committee awarded Catherine Hughes, Chairperson, 474,609 restricted shares of the Company’s Class D common stock, and stock options to purchase 210,937 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019. On June 12, 2019, the Compensation Committee awarded Catherine Hughes, Chairperson, 393,685 restricted shares of the Company's Class D common stock, and stock options to purchase 174,971 shares of the Company's Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On August 7, 2017, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 749,383 restricted shares of the Company’s Class D common stock, and stock options to purchase 333,059 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018. On August 7, 2017, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 791,015 restricted shares of the Company’s Class D common stock, and stock options to purchase 351,562 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019. On June 12, 2019, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 656,142 restricted shares of the Company's Class D common stock, and stock options to purchase 291,619 shares of the Company's Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On August 7, 2017, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 256,579 restricted shares of the Company’s Class D common stock, and stock options to purchase 114,035 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018. On August 7, 2017, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 270,833 restricted shares of the Company’s Class D common stock, and stock options to purchase 120,370 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vested on January 5, 2019. On June 12, 2019, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 224,654 restricted shares of the Company's Class D common stock, and stock options to purchase 99,846 shares of the Company's Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. On August 7, 2017, the Compensation Committee awarded 575,262 shares of restricted stock and 470,000 stock options to certain employees pursuant to the Company’s long-term incentive plan. The grants were effective August 7, 2017. 470,000 shares of restricted stock and 470,000 stock options will vest in three installments, with the first installment of 33% vesting on January 5, 2018, and the second installment vesting on January 5, 2019, and the remaining installment vesting on January 5, 2020. 105,262 shares of restricted stock immediately vested on August 7, 2017. On October 2, 2017, Karen Wishart, our current Chief Administrative Officer, as part of her employment agreement, received an equity grant of 37,500 shares of the Company’s Class D common stock as well as a grant of options to purchase 37,500 shares of the Company’s Class D common stock. The grants vest in equal increments on each of October 2, 2018, October 2, 2019 and October 2, 2020. On June 12, 2019, the Compensation Committee awarded David Kantor, Chief Executive Officer - Radio Division, 195,242 restricted shares of the Company's Class D common stock, and stock options to purchase 86,774 shares of the Company's Class D common stock. The grants were effective July 5, 2019 and vested on January 6, 2020. Pursuant to the terms of each of our stock plans and subject to the Company's insider trading policy, a portion of each recipient's vested shares may be sold in the open market for tax purposes on or about the vesting dates. The Company measures compensation cost for all stock-based awards at fair value on date of grant and recognizes the related expense over the service period for awards expected to vest. The restricted stock-based awards do not participate in dividends until fully vested. The fair value of stock options is determined using the BSM. Such fair value is recognized as an expense over the service period, net of estimated forfeitures, using the straight-line method. Estimating the number of stock awards that will ultimately vest requires judgment, and to the extent actual forfeitures differ substantially from our current estimates, amounts will be recorded as a cumulative adjustment in the period the estimated number of stock awards are revised. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification and historical experience. Actual forfeitures may differ substantially from our current estimate. The Company’s use of the BSM to calculate the fair value of stock-based awards incorporates various assumptions including volatility, expected life, and interest rates. For options granted, the BSM determines: (i) the term by using the simplified “plain-vanilla” method as allowed under SAB No. 110; (ii) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; and (iii) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S. Treasury yield curve in effect at the time of the grant. Stock-based compensation expense for the years ended December 31, 2019 and 2018, was approximately $4.8 million and $4.7 million, respectively. The Company granted 653,210 stock options during the year ended December 31, 2019 and granted 732,869 stock options during the year ended December 31, 2018. The per share weighted-average fair value of options granted during the years ended December 31, 2019 and 2018, was $2.17 and $1.81, respectively. These fair values were derived using the BSM with the following weighted-average assumptions: For the Years Ended December 31, 2019 2018 Average risk-free interest rate 1.84 % 2.42 % Expected dividend yield % % Expected lives 5.25 years 6.00 years Expected volatility 68.0 % 65.1 % Transactions and other information relating to stock options for the years December 31, 2019 and 2018 are summarized below: Weighted- Average Weighted- Remaining Number Average Contractual Aggregate of Exercise Term Intrinsic Options Price (In Years) Value Outstanding at December 31, 2017 4,804,000 $ 1.89 4.90 $ 795,000 Grants 733,000 $ 1.81 Exercised 63,000 $ 1.41 Forfeited/cancelled/expired/settled (1,905,000) $ 1.43 Outstanding at December 31, 2018 3,569,000 $ 2.12 7.19 $ 130,000 Grants 653,000 $ 2.17 Exercised 15,000 $ 1.90 Forfeited/cancelled/expired/settled (10,000) $ 1.90 Outstanding at December 31, 2019 4,197,000 $ 2.13 6.70 $ 255,000 Vested and expected to vest at December 31, 2019 4,145,000 $ 2.13 6.68 $ 255,000 Unvested at December 31, 2019 822,000 $ 2.11 9.13 $ — Exercisable at December 31, 2019 3,375,000 $ 2.13 6.11 $ 255,000 The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the year ended December 31, 2019, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their in-the-money options on December 31, 2019. This amount changes based on the fair market value of the Company’s stock. There were 15,000 options exercised during the year ended December 31, 2019 and there were 63,190 options exercised during the year ended December 31, 2018. The number of options that vested during the year ended December 31, 2019 was 847,030 and the number of options that vested during the year ended December 31, 2018 was 269,173. As of December 31, 2019, $95,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 0.4 months. The weighted-average fair value per share of shares underlying stock options was $1.54 at December 31, 2019. The Company granted 2,603,567and 1,758,428 shares, respectively, of restricted stock during the years ended December 31, 2019 and 2018, respectively. During the years ended December 31, 2019 and 2018, 25,000 shares and 23,256 shares, respectively, of restricted stock were issued to the Company’s non-executive directors as a part of their compensation packages. Each of the four non-executive directors received 25,000 shares of restricted stock, or $50,000 worth, of restricted stock based upon the closing price of $2.00 of the Company's Class D common stock on June 17, 2019. Each of the four non-executive directors received 23,256 shares of restricted stock, or $50,000 worth, of restricted stock based upon the closing price of $2.15 of the Company’s Class D common stock on June 15, 2018. The restricted stock grants for the non-executive directors vest over a two-year period in equal 50% installments. Transactions and other information relating to restricted stock grants for the years ended December 31, 2019 and 2018 are summarized below: Average Fair Value at Grant Shares Date Unvested at December 31, 2017 2,303,000 $ 1.94 Grants 1,758,000 $ 1.83 Vested (1,904,000) $ 1.93 Forfeited/cancelled/expired (33,000) $ 1.90 Unvested at December 31, 2018 2,124,000 $ 1.85 Grants 2,604,000 $ 2.16 Vested (2,840,000) $ 1.94 Forfeited/cancelled/expired (74,000) $ 2.19 Unvested at December 31, 2019 1,814,000 $ 2.14 Restricted stock grants were and are included in the Company’s outstanding share numbers on the effective date of grant. As of December 31, 2019, $528,000 of total unrecognized compensation cost related to restricted stock grants was expected to be recognized over a weighted-average period of 1.32 months. |
PROFIT SHARING AND EMPLOYEE SAV
PROFIT SHARING AND EMPLOYEE SAVINGS PLAN | 12 Months Ended |
Dec. 31, 2019 | |
PROFIT SHARING AND EMPLOYEE SAVINGS PLAN | |
PROFIT SHARING AND EMPLOYEE SAVINGS PLAN | 12. PROFIT SHARING AND EMPLOYEE SAVINGS PLAN: The Company maintains a profit sharing and employee savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer allowable portions of their compensation on a pre-tax basis through contributions to the savings plan. The Company may contribute to the plan at the discretion of its Board of Directors. The Company does not match employee contributions. The Company did not make any contributions to the plan during the years ended December 31, 2019 and 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES: Radio Broadcasting Licenses Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term of eight years prior to renewal. The Company’s radio broadcasting licenses expire at various times beginning in April 2020 through December 1, 2027. Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed. Royalty Agreements Musical works rights holders, generally songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights, Inc. (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. We have arrangements with ASCAP, SESAC and GMR, and are in negotiations with BMI for a new agreement. If we are unable to reach an agreement with BMI, a court will determine the royalty we will be required to pay BMI. Leases and Other Operating Contracts and Agreements The Company has noncancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next 12 years. The Company’s leases for broadcast facilities generally provide for a base rent plus real estate taxes and certain operating expenses related to the leases. Certain of the Company’s leases contain renewal options, escalating payments over the life of the lease and rent concessions. The future rentals under non-cancelable leases as of December 31, 2019, are shown below. The Company has other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements that expire over the next six years. The amounts the Company is obligated to pay for these agreements are shown below. Other Operating Operating Contracts Lease and Agreements Agreements (In thousands) Years ending December 31: 2020 $ 66,515 $ 12,845 2021 30,054 11,234 2022 17,093 10,278 2023 11,171 8,750 2024 10,213 7,578 2025 and thereafter 34,171 8,490 Total $ 169,217 $ 59,175 Of the total amount of other operating contracts and agreements included in the table above, approximately $110.1 million has not been recorded on the balance sheet as of December 31, 2019, as it does not meet recognition criteria. Approximately $14.7 million relates to certain commitments for content agreements for our cable television segment, approximately $18.7 million relates to employment agreements, and the remainder relates to other programming, network and operating agreements. Reach Media Redeemable Noncontrolling Interest Shareholders’ Put Rights Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”). This annual right is exercisable for a 30‑day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The noncontrolling interest shareholders of Reach Media did not exercise their Put Right for the 30‑day period ending January 30, 2020. Management, at this time, cannot reasonably determine the period when and if the put right will be exercised by the noncontrolling interest shareholders. Letters of Credit On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. On October 8, 2019, the Company entered into an amendment to its letter of credit reimbursement and security agreement and extended the term to October 8, 2024. As of December 31, 2019, the Company had letters of credit totaling $848,000 under the agreement. Letters of credit issued under the agreement are required to be collateralized with cash. Other Contingencies The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | 14. QUARTERLY FINANCIAL DATA (UNAUDITED): Quarters Ended March 31 June 30 (a) September 30 December 31 (a) (In thousands, except share data) (As Revised) (b) 2019: Net revenue $ 98,449 $ 121,571 $ 111,055 $ 105,854 Operating income 14,796 29,121 31,117 12,062 Net (loss) income (2,979) 7,137 5,687 (7,788) Consolidated net (loss) income attributable to common stockholders (3,104) 6,591 5,359 (7,921) BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Consolidated net (loss) income per share attributable to common stockholders - basic $ (0.07) $ 0.15 $ 0.12 $ (0.18) Consolidated net (loss) income per share attributable to common stockholders - diluted $ (0.07) $ 0.14 $ 0.12 $ (0.18) WEIGHTED AVERAGE SHARES OUTSTANDING Weighted average shares outstanding — basic 45,001,767 45,061,821 44,315,077 44,172,147 Weighted average shares outstanding —diluted 45,001,767 45,701,655 46,118,702 44,172,147 (a) The net income (loss) from continuing operations for the quarters ended June 30, 2019 and December 31, 2019, includes approximately $3.8 million and $6.8 million, respectively of impairment charges. (b) Operating income for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 have been revised in the amounts of approximately $1.3 million, $1.4 million and $1.4 million, respectively, to reflect the interest expense component of operating leases from interest expense into operating expenses. Quarters Ended March 31 (a) June 30 September 30 December 31 (a) (In thousands, except share data) 2018: Net revenue $ 99,621 $ 115,206 $ 110,730 $ 113,541 Operating income 7,315 24,813 32,101 9,411 Net (loss) income (22,522) 23,896 23,375 113,856 Consolidated net (loss) income attributable to common stockholders (22,555) 23,590 23,044 113,363 BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Consolidated net (loss) income per share attributable to common stockholders - basic $ (0.48) $ 0.51 $ 0.51 $ 2.54 Consolidated net (loss) income per share attributable to common stockholders - diluted $ (0.48) $ 0.49 $ 0.49 $ 2.42 WEIGHTED AVERAGE SHARES OUTSTANDING Weighted average shares outstanding — basic 46,757,386 46,033,402 45,128,341 44,663,033 Weighted average shares outstanding —diluted 46,757,386 48,438,693 47,462,358 46,874,741 (a) The net (loss) income from continuing operations for the quarters ended March 31, 2018 and December 31, 2018, includes approximately $6.6 million and $14.7 million, respectively of impairment charges. The net income for the quarter ended December 31, 2018 includes a benefit from income taxes of approximately $124.3 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION: The Company has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure. The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including TV One’s and CLEO TV's results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. Operating loss or income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany revenue earned and expenses charged between segments are recorded at estimated fair value and eliminated in consolidation. The accounting policies described in the summary of significant accounting policies in Note 1 – Organization and Summary of Significant Accounting Policies are applied consistently across the segments. Detailed segment data for the years ended December 31, 2019 and 2018 is presented in the following table: For the Years Ended December 31, 2019 2018 (In thousands) Net Revenue: Radio Broadcasting $ 177,478 $ 182,765 Reach Media 44,691 42,984 Digital 31,922 31,577 Cable Television 185,027 184,298 Corporate/Eliminations* (2,189) (2,526) Consolidated $ 436,929 $ 439,098 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 119,878 $ 117,427 Reach Media 38,150 36,064 Digital 31,775 37,617 Cable Television 103,195 99,104 Corporate/Eliminations 29,250 20,801 Consolidated $ 322,248 $ 311,013 Depreciation and Amortization: Radio Broadcasting $ 3,248 $ 3,484 Reach Media 235 250 Digital 1,877 1,907 Cable Television 10,376 26,259 Corporate/Eliminations 1,249 1,289 Consolidated $ 16,985 $ 33,189 Impairment of Long-Lived Assets: Radio Broadcasting $ 4,800 $ 21,256 Reach Media — — Digital 5,800 — Cable Television — — Corporate/Eliminations — — Consolidated $ 10,600 $ 21,256 Operating income (loss): Radio Broadcasting $ 49,552 $ 40,598 Reach Media 6,306 6,670 Digital (7,530) (7,947) Cable Television 71,456 58,935 Corporate/Eliminations (32,688) (24,616) Consolidated $ 87,096 $ 73,640 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (2,189) $ (2,526) Capital expenditures by segment are as follows: Radio Broadcasting $ 2,778 $ 3,876 Reach Media 179 114 Digital 1,390 1,197 Cable Television 207 570 Corporate/Eliminations 591 1,429 Consolidated $ 5,145 $ 7,186 As of December 31, December 31, 2019 2018 (In thousands) Total Assets: Radio Broadcasting $ 721,295 $ 717,400 Reach Media 41,892 34,388 Digital 22,223 24,389 Cable Television 388,465 402,511 Corporate/Eliminations 76,044 58,721 Consolidated $ 1,249,919 $ 1,237,409 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS: As noted above, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan and the Company’s 2019 Equity and Performance Incentive Plan. On March 13, 2020, the Company's Board authorized a new repurchase plan of up to $2.6 million of the Company's Class A and D shares through December 31, 2020. Since January 1, 2020 and through the date of filing of this report, the Company has repurchased 697,801 shares of Class D common stock in the amount of approximately $1.1 million at an average price of $1.65 per share. While the Company ceased operations of WGPR on December 31, 2019, the Company continues to provide management services to the current owner and operator of WGPR. Pursuant to the TBA with GEG, in January 2020, we began to operate WQMC-LD until such time as the purchase transaction can close under the APA. Under the terms of the TBA, we pay a monthly fee as well as certain operating costs of WQMC-LD, and, in exchange, we will retain all revenues from the sale of the advertising within the programming. After receipt of FCC approval, we closed the transactions under the APA and took ownership of WQMC-LD on February 24, 2020. Beginning in March 2020, the Company noted that the COVID-19 pandemic and the resulting government stay at home order were dramatically impacting certain of the Company's revenues. Most notably, a number of advertisers across significant advertising categories have reduced or ceased advertising spend due to the outbreak and stay at home orders which effectively shut many businesses down. This was particularly true within our radio segment which derives substantial revenue from local advertisers who have been particularly hard hit due to social distancing and government interventions. Further, the COVID-19 outbreak has caused the postponement of our 2020 Tom Joyner Foundation Fantastic Voyage cruise and was impairing ticket sales of other tent pole special events. We do not carry business interruption insurance to compensate us for losses that may occur as a result of any of these interruptions and continued impacts from the COVID-19 outbreak. Outbreaks in the markets in which we operate could have material impacts on our liquidity, operations including potential impairment of assets, and our financial results. Given the expected decreases in revenues caused by the COVID-19 pandemic, we assessed a variety of factors, including but not limited to, media industry financial forecasts for the remainder of 2020, expected operating results, forecasted net cash flows from operations, future obligations and liquidity, capital expenditure commitments and forecasted debt covenant compliance. If the Company were unable to meet its financial covenants, an event of default would occur and the Company’s debt would have to be classified as current, which the Company would be unable to repay if lenders were to call the debt. We concluded that the potential that the Company could incur considerable decreases in operating profits and the resulting impact on the Company’s ability to meet its debt service obligations and debt covenants were probable conditions which gave rise to a need for an assessment of whether substantial doubt existed of the Company’s ability to continue as a going concern. As a result, the Company performed a complete reforecast of its 2020 anticipated results extending through April 2021. In reforecasting its results, the Company included the impact of certain of cost-cutting measures including furloughs, layoffs, salary reductions, eliminating travel and entertainment expenses, eliminating discretionary bonus expenses and merit raises, reducing or deferring marketing spend, deferring programming/production costs, reducing special events costs, and implementing a hiring freeze on open positions. Out of an abundance of caution and to provide for further liquidity given the uncertainty around the pandemic, the Company drew approximately $27.5 million on its ABL Facility on March 19, 2020. As of March 31, 2020, the amount remained on the Company’s balance sheet and improved our cash on hand balance to approximately $66.4 million. On April 15, 2020, the Company paid interest expense of approximately $12.9 million on its 7.375% Senior Secured Notes, and as of April 27, 2020 our cash on hand balance is approximately $54.7 million. As a result of the cost reduction and other measures that the Company has taken in response to COVID-19, the Company anticipates meeting its debt service requirements and is projecting compliance with all debt covenants through April 2021. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law to provide emergency assistance to qualifying businesses and individuals. The CARES Act provides a number of key provisions that include unemployment benefits, deferral of employer payroll taxes, tax benefits designed to aid businesses impacted by COVID-19, low interest business loans, and a Paycheck Protection Program. The Company may qualify for certain provisions of the CARES Act, however we continue to evaluate the impact for any potential benefit that the provisions may provide. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | URBAN ONE, INC. AND SUBSIDIARIES SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Balance Additions at Charged Acquired Balance Beginning to from at End Description of Year Expense Acquisitions Deductions of Year (In thousands) Allowance for Doubtful Accounts: 2019 $ 8,249 $ 1,370 $ — $ 2,203 $ 7,416 2018 8,071 $ 1,034 $ — $ 856 $ 8,249 Balance Additions at Charged Acquired Balance Beginning to from at End Description of Year Expense Acquisitions Deductions of Year (In thousands) Valuation Allowance for Deferred Tax Assets: 2019 $ 235 $ 14 $ — $ — $ 249 2018 125,870 $ — $ — $ 125,635 $ 235 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | (a) Organization Urban One, Inc., a Delaware corporation, and its subsidiaries, (collectively, “Urban One,” the “Company”, “we”, “our” and/or “us”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of December 31, 2019, we owned and/or operated 60 broadcast stations (including all HD stations, translator stations and the low power television station we operate) located in 15 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences. On January 19, 2019, the Company launched CLEO TV, a lifestyle and entertainment network targeting Millennial and Gen X women of color. CLEO TV offers quality content that defies negative and cultural stereotypes of today's modern women. The results of CLEO TV's operations will be reflected in the Company's cable television segment. Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 15 – Segment Information.) |
Basis of Presentation | (b) Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and require management to make certain estimates and assumptions. These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements. The Company bases these estimates on historical experience, current economic environment or various other assumptions that are believed to be reasonable under the circumstances. However, continuing economic uncertainty and any disruption in financial markets increase the possibility that actual results may differ from these estimates. The Company previously recorded a tax provision adjustment related to deferred tax assets of approximately $3.4 million during the three month period ended March 31, 2019 relating to the fourth quarter of 2018. The Company determined that correcting the error in the three month period ended March 31, 2019 and six month period ended June 30, 2019 materially misstated the statement of operations for those periods and therefore restated its previously reported March 31, 2019 and June 30, 2019 consolidated financial statements to correct this error. We revised retained earnings and long-term deferred tax liabilities as of December 31, 2018 by approximately $3.6 million ($3.4 million adjustment discussed above in addition to a $200,000 adjustment identified during the third quarter of 2019 relating to the December 31, 2018 period) to correct the prior period financial statements. The financial statements as of and for the year ended December 31, 2018 were not restated as management determined that the impact of this error is immaterial to the 2018 consolidated financial statements filed in our 2018 Form 10-K. However, the December 31, 2018 balance sheet, statement of operations, statement of comprehensive income and statement of cash flows for the year ended December 31, 2018 presented in these consolidated financial statements has been revised to give effect to the correction of the immaterial error. During the fourth quarter of 2019, the Company revised the interest expense component of operating leases accounted for under ASC 842 from interest expense into operating expenses. Operating income for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 have been reclassified in the amounts of approximately $1.3 million, $1.4 million and $1.4 million, respectively, to reflect the interest expense component of operating leases from interest expense into operating expenses. The financial statements for the quarterly periods ended March 31, June 30 and September 30, 2019 were not restated as management determined that the impact of this error is immaterial to the interim consolidated financial statements filed for each quarterly period in 2019. These revisions had no effect on any other previously reported or consolidated net income or loss or any other statement of operations, balance sheet or cash flow amounts. (See Note 14 – Quarterly Financial Data). |
Principles of Consolidation | (c) Principles of Consolidation The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All significant intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds at various commercial banks that have original maturities of 90 days or less. Investments with contractual maturities of 90 days or less from the date of original purchase are classified as cash and cash equivalents. For cash and cash equivalents, cost approximates fair value. |
Trade Accounts Receivable | (e) Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s estimate of the amount of probable losses in the Company’s existing accounts receivable portfolio. The Company determines the allowance based on the aging of the receivables, the impact of economic conditions on the advertisers’ ability to pay and other factors. Inactive delinquent accounts that are past due beyond a certain amount of days are written off and often pursued by other collection efforts. Bankruptcy accounts are immediately written off upon receipt of the bankruptcy notice from the courts. |
Goodwill and Indefinite-Lived Intangible Assets (Primarily Radio Broadcasting Licenses) | (f) Goodwill and Indefinite-Lived Intangible Assets (Primarily Radio Broadcasting Licenses) In connection with past acquisitions, a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other,” goodwill and other indefinite-lived intangible assets are not amortized, but are tested annually for impairment at the reporting unit level and unit of accounting level, respectively. We test for impairment annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Radio broadcasting license impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. With the assistance of a third-party valuation firm, we test for radio broadcasting license impairment at the unit of accounting level using the income approach, which involves, but is not limited to, judgmental estimates and assumptions about projected revenue growth, future operating margins, discount rates and terminal values. In testing for goodwill impairment, we also rely primarily on the income approach that estimates the fair value of the reporting unit. We then perform a market-based analysis by comparing the average implied multiple arrived at based on our cash flow projections and estimated fair values to multiples for actual recently completed sale transactions and by comparing the total of the estimated fair values of our reporting units to the market capitalization of the Company. We recognize an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. The impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit. |
Impairment of Long-Lived Assets, Excluding Goodwill and Indefinite-Lived Intangible Assets | (g) Impairment of Long-Lived Assets, Excluding Goodwill and Indefinite-Lived Intangible Assets The Company accounts for the impairment of long-lived intangible assets, excluding goodwill and other indefinite-lived intangible assets, in accordance with ASC 360, “Property, Plant and Equipment .” Long-lived intangible assets, excluding goodwill and other indefinite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration in operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the asset or group of assets to future undiscounted net cash flows expected to be generated by the asset or group of assets. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the asset or group of assets. Fair value is generally determined by estimates of discounted future cash flows. The discount rate used in any estimate of discounted cash flows would be the rate of return for a similar investment of like risk. The Company reviewed these long-lived assets during 2019 and 2018 and concluded that no impairment to the carrying value of these assets was required. |
Financial Instruments | (h) Financial Instruments Financial instruments as of December 31, 2019 and December 31, 2018, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of December 31, 2019 and December 31, 2018, except for the Company’s long-term debt. The 9.25% Senior Subordinated Notes, which were due in February 2020 (the “2020 Notes”) had a carrying value of approximately $2.0 million and fair value of approximately $2.0 million as of December 31, 2018. On January 17, 2019, the Company announced that it had given the required notice under the indenture governing its 2020 Notes to redeem for cash all outstanding aggregate principal amount of its Notes to the extent outstanding on February 15, 2019. On February 15, 2019, the remaining 2020 Notes were redeemed. The fair values of the 2020 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. The 7.375% Senior Secured Notes that are due in April 2022 (the “2022 Notes”) had a carrying value of approximately $350.0 million and fair value of approximately $344.8 million as of December 31, 2019. The 2022 Notes had a carrying value of approximately $350.0 million and fair value of approximately $332.5 million as of December 31, 2018. The fair values of the 2022 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on a $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $320.6 million and fair value of approximately $309.1 million as of December 31, 2019, and had a carrying value of approximately $323.9 million and fair value of approximately $305.8 million as of December 31, 2018. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company closed on a $192.0 million unsecured credit facility (the “2018 Credit Facility”) which had a carrying value of approximately $167.1 million and fair value of approximately $170.5 million as of December 31, 2019, and had a carrying value of approximately $192.0 million and fair value of approximately $195.9 million as of December 31, 2018. The fair value of the 2018 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. On December 20, 2018, the Company also closed on a $50.0 million secured credit loan (the “MGM National Harbor Loan”) which had a carrying value of approximately $52.1 million and fair value of approximately $58.4 million as of December 31, 2019, and had a carrying value of approximately $50.1 million and fair value of approximately $56.1 million as of December 31, 2018. The fair value of the 2018 MGM National Harbor Loan, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. The senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million (the “Comcast Note”) had a fair value and carrying value of approximately $11.9 million as of December 31, 2018. On February 15, 2019, the Comcast Note was paid in full and retired. The fair value of the Comcast Note, classified as a Level 3 instrument, was determined based on the fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. There was no balance outstanding on the Company’s asset-backed credit facility (the “ABL Facility”) as of December 31, 2019 and December 31, 2018. |
Derivative Financial Instruments | (i) Derivative Financial Instruments The Company recognizes all derivatives at fair value in the consolidated balance sheet as either an asset or liability. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation. (See Note 8 – Derivative Instruments .) |
Revenue Recognition | (j) Revenue Recognition On January 1, 2018, the Company adopted ASC 606, “ Revenue from Contracts with Customers ” which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company elected to use the modified retrospective method, but the adoption of the standard did not have a material impact to our financial statements. In general, our spot advertising (both radio and cable television) as well as our digital advertising continues to be recognized when aired and delivered. For our cable television affiliate revenue, the Company grants a license to the affiliate to access its television programming content through the license period, and the Company earns a usage based royalty when the usage occurs, consistent with our previous revenue recognition policy. Finally, for event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed. Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $21.4 million and $25.5 million for the years ended December 31, 2019 and 2018, respectively. Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise. In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue. Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $14.1 million and $13.6 million for the years ended December 31, 2019 and 2018, respectively. Revenue by Contract Type The following chart shows our net revenue (and sources) for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Net Revenue: Radio Advertising $ 193,318 $ 197,594 Political Advertising 1,445 6,590 Digital Advertising 31,912 31,510 Cable Television Advertising 79,776 76,429 Cable Television Affiliate Fees 105,071 107,277 Event Revenues & Other 25,407 19,698 Net Revenue (as reported) $ 436,929 $ 439,098 Contract assets and liabilities Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at December 31, 2019 and 2018 were as follows: December 31, 2019 December 31, 2018 (In thousands) Contract assets: Unbilled receivables $ 3,763 $ 3,425 Contract liabilities: Customer advances and unearned income $ 3,048 $ 3,766 Unearned event income 6,645 3,864 Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term. Unearned event income represents payments by customers for upcoming events. For customer advances and unearned income as of January 1, 2019, approximately $2.7 million was recognized as revenue during the year ended December 31, 2019. For unearned event income as of January 1, 2019, approximately $3.9 million was recognized during the year ended December 31, 2019, as the event took place during the second quarter of 2019. For customer advances and unearned income as of January 1, 2018, approximately $2.1 million was recognized as revenue during the year ended December 31, 2018. For unearned event income as of January 1, 2018, approximately $4.1 million was recognized during the year ended December 31, 2018, as the event took place during the second quarter of 2018. Practical expedients and exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Launch Support | (k) Launch Support The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. The Company did not pay any launch support for carriage initiation during the year ended December 31, 2019 and for the year ended December 31, 2018, there was a non-cash launch support addition of approximately $3.7 million for carriage initiation. The weighted-average amortization period for launch support was approximately 7.8 years as of December 31, 2019, and approximately 7.8 years as of December 31, 2018. The remaining weightedaverage amortization period for launch support was 5.1 years and 6.1 years as of December 31, 2019 and December 31, 2018, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For the years ended December 31, 2019 and 2018, launch support asset amortization of $422,000 and $422,000, respectively, was recorded as a reduction of revenue, and $605,000 and $3,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. The gross value and accumulated amortization of the launch assets is as follows: As of December 31, 2019 2018 (In thousands) Launch assets $ 7,259 $ 7,259 Less: Accumulated amortization (2,038) (1,011) Launch assets, net $ 5,221 $ 6,248 Future estimated launch support amortization expense or revenue reduction related to launch assets for years 2020 through 2024 is as follows: (In thousands) 2020 $ 1,027 2021 $ 1,027 2022 $ 1,027 2023 $ 1,027 2024 $ 1,027 |
Barter Transactions | (l) Barter Transactions For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the years ended December 31, 2019 and 2018, barter transaction revenues were approximately $2.1 million and $1.5 million, respectively. Additionally, for the years ended December 31, 2019 and 2018, barter transaction costs were reflected in programming and technical expenses of approximately $1.5 million and $1.3 million, respectively, and selling, general and administrative expenses of approximately $596,000 and $161,000, respectively. The Company reached an agreement with a cable television provider related to an adjustment of previously estimated affiliate fees in the amount of approximately $2.0 million for the year ended December 31, 2018, as final reporting became available. Upon settlement of this agreement, the Company will receive approximately $2.0 million in marketing services that will be utilized in future periods. |
Network Affiliation Agreements | (m) Network Affiliation Agreements The Company has network affiliation agreements classified as Other Intangible Assets. These agreements are amortized over their useful lives. (See Note 4 — Goodwill, Radio Broadcasting Licenses and Other Intangible Assets.) |
Advertising and Promotions | (n) Advertising and Promotions The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses for the years ended December 31, 2019 and 2018, were approximately $24.8 million and $19.4 million, respectively. |
Income Taxes | (o) Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets or liabilities are computed based upon the difference between financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized into income in the period of enactment. Deferred income tax expense or benefits are based upon the changes in the net deferred tax asset or liability from period to period. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Conversely, if management determines that the Company would not be able to realize the recorded amount of deferred tax assets in the future, the Company would make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in other current liabilities on the consolidated balance sheets. |
Stock-Based Compensation | (p) Stock-Based Compensation The Company accounts for stock-based compensation for stock options and restricted stock grants in accordance with ASC 718, “Compensation - Stock Compensation.” Under the provisions of ASC 718, stock-based compensation cost for stock options is estimated at the grant date based on the award’s fair value as calculated by the Black-Scholes valuation option-pricing model (“BSM”) and is recognized as expense ratably over the requisite service period. The BSM incorporates various highly subjective assumptions including expected stock price volatility, for which historical data is heavily relied upon, expected life of options granted, forfeiture rates and interest rates. Compensation expense for restricted stock grants is measured based on the fair value on the date of grant less estimated forfeitures. Compensation expense for restricted stock grants is recognized ratably during the vesting period. (See Note 11 – Stockholders’ Equity. ) |
Segment Reporting and Major Customers | (q) Segment Reporting and Major Customers In accordance with ASC 280, “Segment Reporting ,” and given its diversification strategy, the Company has determined it has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These four segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure. The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including TV One’s and CLEO TV's results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments. No single customer accounted for over 10% of our consolidated net revenues during any of the years ended December 31, 2019 and 2018. |
Earnings Per Share | (r) Earnings Per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of potential dilutive common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. |
Fair Value Measurements | (s) Fair Value Measurements We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 : Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date. Level 2 : Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets). Level 3 : Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. As of December 31, 2019, and December 31, 2018, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (In thousands) As of December 31, 2019 Liabilities subject to fair value measurement: Contingent consideration (a) $ 1,921 — — $ 1,921 Employment agreement award (b) 27,017 — — 27,017 Total $ 28,938 $ — $ — $ 28,938 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,564 $ — $ — $ 10,564 As of December 31, 2018 Liabilities subject to fair value measurement: Contingent consideration (a) $ 2,831 — — $ 2,831 Employment agreement award (b) 25,660 — — 25,660 Total $ 28,491 $ — $ — $ 28,491 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,232 $ — $ — $ 10,232 (a) This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration. (b) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis) , and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company’s Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology resulted in a credit adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate. The liability was further reduced during the quarter ended December 31, 2018 using the simplified methodology, due primarily to an overall lower valuation. During 2019, there was an increase in the overall enterprise valuation and an increase in the overall working capital contributing to an increase in expense recognized throughout the year. (c) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. There were no transfers in or out of Level 1, 2, or 3 during the years ended December 31, 2019 and 2018. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2018 and 2019: Employment Redeemable Contingent Agreement Noncontrolling Consideration Award Interests (In thousands) Balance at December 31, 2017 $ 1,580 $ 32,323 $ 10,780 Net income attributable to redeemable noncontrolling interests — — 1,163 Dividends paid to redeemable noncontrolling interests — — (2,227) Distribution (1,148) (1,530) — Change in fair value 2,399 (5,133) 516 Balance at December 31, 2018 $ 2,831 $ 25,660 $ 10,232 Net income attributable to redeemable noncontrolling interests — — 1,132 Dividends paid to redeemable noncontrolling interests — — (1,000) Distribution (1,207) (3,591) — Change in fair value 297 4,948 200 Balance at December 31, 2019 $ 1,921 $ 27,017 $ 10,564 The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at December 31, 2019 $ (297) $ (4,948) $ — The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at December 31, 2018 $ (2,399) $ 5,133 $ — Losses and gains included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award and included as selling, general and administrative expenses for contingent consideration for the years ended December 31, 2019 and 2018. For Level 3 assets and liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows: As of As of Significant December 31, 2019 December 31, 2018 Level 3 liabilities Valuation Technique Unobservable Inputs Significant Unobservable Input Value Contingent consideration Monte Carol Simulation Expected volatility 20.8 % 34.6 % Contingent consideration Monte Carol Simulation Discount Rate 14.5 % 15.0 % Employment agreement award Discounted Cash Flow Discount Rate 10.0 % 11.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.0 % 2.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.0 % 10.5 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 1.0 % 1.0 % Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements. Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. The Company recorded an impairment charge of approximately $10.6 million and $21.3 million for the years ended December 31, 2019 and 2018, respectively, related to goodwill and radio broadcasting licenses. As of December 31, 2019, the total recorded carrying values of goodwill and radio broadcasting licenses were approximately $239.8 million and $582.7 million, respectively. Pursuant to ASC 350, “Intangibles – Goodwill and Other ,” for the year ended December 31, 2019, the Company recorded impairment charges totaling approximately $4.8 million related to our Indianapolis and Detroit radio broadcasting licenses and totaling approximately $5.8 million goodwill balances in our digital segment. For the year ended December 31, 2018, the Company recorded impairment charges totaling approximately $21.3 million related to our Detroit radio broadcasting licenses and goodwill balances in our Atlanta and Charlotte markets. A description of the Level 3 inputs and the information used to develop the inputs is discussed in Note 4 — Goodwill, Radio Broadcasting Licenses and Other Intangible Assets. |
Software and Web Development Costs | (t) Software and Web Development Costs The Company capitalizes direct internal and external costs incurred to develop internal-use computer software during the application development stage pursuant to ASC 350‑40, “Intangibles – Goodwill and Other.” Internal-use software is amortized under the straight-line method using an estimated life of three years. All web development costs incurred in connection with operating our websites are accounted for under the provisions of ASC 350‑40 and ASC 350‑50, “Website Development Costs” , unless a plan exists or is being developed to market the software externally. The Company has no plans to market software externally. |
Redeemable noncontrolling interest | (u) Redeemable noncontrolling interests Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital. |
Investments | (v) Investments Cost Method On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. On November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. Our MGM investment is included in other assets on the consolidated balance sheets and its income in the amount of approximately $6.9 million and $7.0 million, for the years ended December 31, 2019 and 2018, respectively, is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review in the normal course. The Company reviewed the investment during 2019 and 2018 and concluded that no impairment to the carrying value was required. As of December 4, 2018, the Company’s interest in the MGM National Harbor Casino secures the $50 million MGM National Harbor Loan (as defined in Note 9 - Long-Term Debt.) |
Content Assets | (w) Content Assets Our cable television segment has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to ten years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statement of operations as programming and technical expenses. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated advertising and affiliate revenues for the current period represent in relation to the estimated remaining total lifetime revenues as of the beginning of the current period. Management regularly reviews, and revises when necessary, its total revenue estimates, which may result in a change in the rate of amortization and/or a write-down of the asset to fair value. Acquired program rights are recorded at the lower of unamortized cost or estimated net realizable value. Estimated net realizable values are based on the estimated revenues associated with the program materials and related expenses. The Company recorded an impairment and recorded additional amortization expense of approximately $4.9 million and $1.6 million, as a result of evaluating its contracts for recoverability for the years ended December 31, 2019 and 2018, respectively. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset. Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs. |
Impact of Recently Issued Accounting Pronouncements | (x) Impact of Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2019, the FASB issued ASU 2019-10, “ Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. ” ASU 2019-10 defers the effective date of credit loss standard ASU 2016-13 by two years for smaller reporting companies and permits early adoption. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company is evaluating the impact of the adoption of ASU 2016-13 on its financial statements, but does not expect such implementation to have a material impact. In August 2016, the FASB issued ASU 2016‑15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) ” (“ASU 2016‑15”). ASU 2016‑15 is intended to reduce differences in practice in how certain transactions are classified in the statement of cash flows. This standard will be effective for interim and annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the new standard during the first quarter of 2018 and its adoption did not have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017‑04, “ Intangibles – Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment ” (“ASU 2017‑04”). ASU 2017‑04 is intended to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. This standard will be effective for interim and annual goodwill impairment tests beginning after December 15, 2019, with early adoption permitted on testing dates after January 1, 2017. The Company adopted the new standard during the first quarter of 2018 and its adoption did not have a material impact on its consolidated financial statements. |
Related Party Transactions | (y) Related Party Transactions Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage ® (the “Fantastic Voyage ® ”), a fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreements under which the Fantastic Voyage ® operates provide that Reach Media provide all necessary operations of the cruise and that Reach Media will be reimbursed its expenditures and receive a fee plus a performance bonus for the cruise. Distributions from operating income or operating revenues, depending upon the year, are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach’s expenditures, up to $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating income to Reach, with the balance remaining with the Foundation. For years 2020 through 2022, $250,000 to the Foundation is guaranteed. Reach Media’s earnings for the Fantastic Voyage ® may not exceed $1.7 million in 2018 and 2019, nor $1.75 million in 2020 and thereafter. The Foundation’s remittances to Reach Media under the agreements are limited to its Fantastic Voyage ® -related cash collections. Reach Media bears the risk should the Fantastic Voyage ® sustain a loss and bears all credit risk associated with the related customer cabin sales. The agreement between Reach and the Foundation automatically renews annually unless termination is mutually agreed or unless a party’s financial requirements are not met, in which case that party not in breach of their obligations has the right, but not the obligation, to terminate unilaterally. As of December 31, 2019 and December 31, 2018, the Foundation owed Reach Media $24,000 and $208,000, respectively, under the agreements for the operation of the cruises. For the year ended December 31, 2019, Reach Media’s revenues, expenses, and operating income for the Fantastic Voyage ® were approximately $10.2 million, $8.5 million, and $1.7 million, respectively, and for the year ended December 31, 2018, approximately $9.3 million, $7.6 million, and $1.7 million, respectively. The Fantastic Voyage ® took place during the second quarters of both 2019 and 2018. Additionally, Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation. Such services are provided to the Foundation on a pass-through basis at cost. Additionally, from time to time, the Foundation reimburses Reach Media for expenditures paid on its behalf at Reach Media-related events. Under these arrangements, as of December 31, 2019, and December 31, 2018, the Foundation owed $32,000 and $34,000, respectively, to Reach Media. Karen Wishart is employed as an Executive Vice President, Chief Administrative Officer of the Company and as a Vice President of each of the Company’s subsidiaries. Ms. Wishart owns a controlling interest in a temporary staffing and recruiting services firm. Subsequent to Ms. Wishart’s hiring on October 2, 2017, on a limited basis, the staffing firm can continue to provide new staffing and/or recruiting services to the Company. However, the staffing firm will only be reimbursed for direct expenses actually incurred. During the year ended December 31, 2019, the Company did not pay any amount to the staffing and recruiting services firm. During the year ended December 31, 2018, the Company paid the staffing and recruiting services firm $31,000. |
Leases | (z) Leases As of January 1, 2019, the Company adopted ASC 842, Leases, using the modification retrospective transition method. Prior comparative periods will be not be restated under this new standard and therefore those amounts are not presented below. The Company adopted a package of practical expedients as allowed by the transition guidance which permits the Company to carry forward the historical assessment of whether contracts contain or are leases, classification of leases and the remaining lease terms. The Company has also made an accounting policy election to exclude leases with an initial term of twelve months or less from recognition on the consolidated balance sheet. Short-term leases will be expensed over the lease term. The Company also elected to separate the consideration in the lease contracts between the lease and non-lease components. All variable non-lease components are expensed as incurred. ASC 842 results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of right of use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases. Upon adoption of ASC 842, deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset. The adoption of this standard resulted in the Company recording an increase in ROU assets of approximately $49.8 million and an increase in lease liabilities of approximately $54.1 million. Approximately $4.3 million in deferred rent was also reclassified from liabilities to offset the applicable ROU asset. The tax impact of ASC 842, which primarily consisted of deferred gains related to previous transactions that were historically accounted for as sale and operating leasebacks in accordance with ASC Topic 840 were recognized as part of the cumulative-effect adjustment to retained earnings, resulting in an increase to retained earnings, net of tax, of approximately $5.8 million. Many of the Company's leases provide for renewal terms and escalation clauses, which are factored into calculating the lease liabilities when appropriate. The implicit rate within the Company's lease agreements is generally not determinable and as such the Company’s collateralized borrowing rate is used. The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of December 31, 2019, dollars in thousands: Operating Lease Cost (Cost resulting from lease payments) $ 12,673 Variable Lease Cost (Cost excluded from lease payments) 160 Total Lease Cost $ 12,833 Operating Lease - Operating Cash Flows (Fixed Payments) $ 13,023 Operating Lease - Operating Cash Flows (Liability Reduction) $ 7,752 Weighted Average Lease Term - Operating Leases 5.63 years Weighted Average Discount Rate - Operating Leases 11.00 % As of December 31, 2019, maturities of lease liabilities were as follows: (Dollars in For the Year Ended December 31, thousands) 2020 $ 13,337 2021 12,053 2022 11,389 2023 9,742 2024 8,658 Thereafter 11,232 Total future lease payments 66,411 Imputed interest (16,937) Total $ 49,474 |
Going Concern Assessment | (aa) Going Concern Assessment As part of its internal control framework, the Company routinely performs a going concern assessment. As further described in Note 16 – Subsequent Events, we have concluded that the Company has sufficient capacity to meet its financing obligations, has additional capacity to access ABL Facility funds to finance working capital needs should the need arise, that cash flows from operations are sufficient to meet the liquidity needs, and is projecting compliance with all debt covenants through the one year period following the financial statement issuance date. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of net revenue (and sources) | The following chart shows our net revenue (and sources) for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Net Revenue: Radio Advertising $ 193,318 $ 197,594 Political Advertising 1,445 6,590 Digital Advertising 31,912 31,510 Cable Television Advertising 79,776 76,429 Cable Television Affiliate Fees 105,071 107,277 Event Revenues & Other 25,407 19,698 Net Revenue (as reported) $ 436,929 $ 439,098 |
Schedule of contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) | Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at December 31, 2019 and 2018 were as follows: December 31, 2019 December 31, 2018 (In thousands) Contract assets: Unbilled receivables $ 3,763 $ 3,425 Contract liabilities: Customer advances and unearned income $ 3,048 $ 3,766 Unearned event income 6,645 3,864 |
Schedule of fair values of our financial assets and liabilities measured at fair value on a recurring basis | As of December 31, 2019, and December 31, 2018, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows: Total Level 1 Level 2 Level 3 (In thousands) As of December 31, 2019 Liabilities subject to fair value measurement: Contingent consideration (a) $ 1,921 — — $ 1,921 Employment agreement award (b) 27,017 — — 27,017 Total $ 28,938 $ — $ — $ 28,938 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,564 $ — $ — $ 10,564 As of December 31, 2018 Liabilities subject to fair value measurement: Contingent consideration (a) $ 2,831 — — $ 2,831 Employment agreement award (b) 25,660 — — 25,660 Total $ 28,491 $ — $ — $ 28,491 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (c) $ 10,232 $ — $ — $ 10,232 (a) This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration. (b) Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis) , and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company’s Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology resulted in a credit adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate. The liability was further reduced during the quarter ended December 31, 2018 using the simplified methodology, due primarily to an overall lower valuation. During 2019, there was an increase in the overall enterprise valuation and an increase in the overall working capital contributing to an increase in expense recognized throughout the year. (c) The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. |
Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis | There were no transfers in or out of Level 1, 2, or 3 during the years ended December 31, 2019 and 2018. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2018 and 2019: Employment Redeemable Contingent Agreement Noncontrolling Consideration Award Interests (In thousands) Balance at December 31, 2017 $ 1,580 $ 32,323 $ 10,780 Net income attributable to redeemable noncontrolling interests — — 1,163 Dividends paid to redeemable noncontrolling interests — — (2,227) Distribution (1,148) (1,530) — Change in fair value 2,399 (5,133) 516 Balance at December 31, 2018 $ 2,831 $ 25,660 $ 10,232 Net income attributable to redeemable noncontrolling interests — — 1,132 Dividends paid to redeemable noncontrolling interests — — (1,000) Distribution (1,207) (3,591) — Change in fair value 297 4,948 200 Balance at December 31, 2019 $ 1,921 $ 27,017 $ 10,564 The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at December 31, 2019 $ (297) $ (4,948) $ — The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at December 31, 2018 $ (2,399) $ 5,133 $ — |
Schedule of significant unobservable input value | Losses and gains included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award and included as selling, general and administrative expenses for contingent consideration for the years ended December 31, 2019 and 2018. For Level 3 assets and liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows: As of As of Significant December 31, 2019 December 31, 2018 Level 3 liabilities Valuation Technique Unobservable Inputs Significant Unobservable Input Value Contingent consideration Monte Carol Simulation Expected volatility 20.8 % 34.6 % Contingent consideration Monte Carol Simulation Discount Rate 14.5 % 15.0 % Employment agreement award Discounted Cash Flow Discount Rate 10.0 % 11.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.0 % 2.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 11.0 % 10.5 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 1.0 % 1.0 % |
Schedule of gross value and accumulated amortization of the launch assets | The gross value and accumulated amortization of the launch assets is as follows: As of December 31, 2019 2018 (In thousands) Launch assets $ 7,259 $ 7,259 Less: Accumulated amortization (2,038) (1,011) Launch assets, net $ 5,221 $ 6,248 |
Schedule of future estimated launch support amortization expense | Future estimated launch support amortization expense or revenue reduction related to launch assets for years 2020 through 2024 is as follows: (In thousands) 2020 $ 1,027 2021 $ 1,027 2022 $ 1,027 2023 $ 1,027 2024 $ 1,027 |
Schedule of the components of lease expense and the weighted average remaining lease term and the weighted average discount rate | The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of December 31, 2019, dollars in thousands: Operating Lease Cost (Cost resulting from lease payments) $ 12,673 Variable Lease Cost (Cost excluded from lease payments) 160 Total Lease Cost $ 12,833 Operating Lease - Operating Cash Flows (Fixed Payments) $ 13,023 Operating Lease - Operating Cash Flows (Liability Reduction) $ 7,752 Weighted Average Lease Term - Operating Leases 5.63 years Weighted Average Discount Rate - Operating Leases 11.00 % |
Schedule of maturities of lease liabilities | (Dollars in For the Year Ended December 31, thousands) 2020 $ 13,337 2021 12,053 2022 11,389 2023 9,742 2024 8,658 Thereafter 11,232 Total future lease payments 66,411 Imputed interest (16,937) Total $ 49,474 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |
Schedule Of Property and Equipment | Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the related estimated useful lives. Property and equipment consists of the following: As of December 31, Estimated 2019 2018 Useful Lives (In thousands) Land and improvements $ 4,652 $ 3,491 — Buildings 2,756 2,754 31 years Transmitters and towers 40,705 41,854 7‑15 years Equipment 60,391 60,872 3‑7 years Furniture and fixtures 9,322 9,699 6 years Software and web development 28,789 27,330 3 years Leasehold improvements 24,957 25,407 Lease Term Construction-in-progress 226 275 — 171,798 171,682 Less: Accumulated depreciation and amortization (147,405) (145,594) Property and equipment, net $ 24,393 $ 26,088 |
GOODWILL, RADIO BROADCASTING _2
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS | |
Schedule Of Radio Broadcasting Licenses Impairment | Radio Broadcasting October 1, June 30, October 1, March 31, Licenses 2019 2019(*) 2018 2018(*) Impairment charge (in millions) $ 1.0 $ 3.8 $ — $ 3.9 Discount Rate 9.0 % * % * Year 1 Market Revenue Growth Rate Range 0.9% – 1.8 % * (1.2)% – (0.6) % * Long-term Market Revenue Growth Rate Range (Years 6 – 10) 0.7% – 1.1 % * 0.7% – 1.1 % * Mature Market Share Range 6.9% – 25.0 % * 5.3% – 25.0 % * Mature Operating Profit Margin Range 27.6% – 39.7 % * 28.3% – 41.1 % * (a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting. (*) License fair value based on estimated asset sale consideration. |
Schedule of Broadcasting Licenses Valuation Results | The Company’s total broadcasting licenses carrying value is approximately $582.7 million as of December 31, 2019. The units of accounting reflected in the table below are not disclosed on a specific market basis so as to not make sensitive information publicly available that could be competitively harmful to the Company. Radio Broadcasting Licenses Carrying Balances As of Net As of December 31, Increase December 31, Unit of Accounting 2018 (Decrease) 2019 (In thousands) Unit of Accounting 2 $ 3,086 $ — $ 3,086 Unit of Accounting 7 14,748 — 14,748 Unit of Accounting 5 16,100 — 16,100 Unit of Accounting 4 16,142 — 16,142 Unit of Accounting 9 16,437 (16,437) — Unit of Accounting 15 20,736 — 20,736 Unit of Accounting 14 20,770 — 20,770 Unit of Accounting 11 21,135 (1,000) 20,135 Unit of Accounting 6 22,642 — 22,642 Unit of Accounting 13 47,846 — 47,846 Unit of Accounting 12 49,663 — 49,663 Unit of Accounting 16 56,295 — 56,295 Unit of Accounting 8 62,015 — 62,015 Unit of Accounting 1 93,394 — 93,394 Unit of Accounting 10 139,125 — 139,125 Total $ 600,134 $ (17,437) * $ 582,697 * The amount listed is net of additions, dispositions and impairment charges. |
Schedule Of Goodwill Impairment Test Radio Market Unit | Goodwill (Radio Market October 1, October 1, March 31, Reporting Units) 2019(a) 2018(a) 2018(*) Impairment charge (in millions) $ — $ 14.7 $ 2.7 Discount Rate % 9.0 % * Year 1 Market Revenue Growth Rate Range (7.6)% – 49.3 % (8.0)% – 27.5 % * Long-term Market Revenue Growth Rate Range (Years 6 – 10) 0.7% – 1.1 % 0.7% – 1.1 % * Mature Market Share Range 7.1% - 17.0 % 7.6% - 17.8 % * Mature Operating Profit Margin Range 26.8% - 47.6 % 26.8% - 46.9 % * (a) Reflects the key assumptions for testing only those radio markets with remaining goodwill. (*) Goodwill fair value based on estimated asset sale consideration. |
Schedule Of Goodwill Impairment Test Reach Media Goodwill | October 1, October 1, Reach Media Segment Goodwill 2019 2018 Impairment charge (in millions) $ — $ — Discount Rate % 10.5 % Year 1 Revenue Growth Rate (9.7) % 2.3 % Long-term Revenue Growth Rate (Year 5) % 1.0 % Operating Profit Margin Range 13.3% - 14.3 % 14.6% - 15.8 % |
Schedule Of Goodwill Impairment Test Goodwill Digital Segment | October 1, October 1, Digital Segment Goodwill 2019 2018 Impairment charge (in millions) $ 5.8 $ — Discount Rate 12.0 % 13.5 % Year 1 Revenue Growth Rate 12.2 % 12.6 % Long-term Revenue Growth Rate (Years 6 – 10) 2.8% - 7.7 % 3.1% - 3.7 % Operating Profit Margin Range (4.7)% - 11.7 % (1.1)% - 15.7 % |
Schedule Of Goodwill Impairment Test Cable Television Goodwill | October 1, October 1, Cable Television Segment Goodwill 2019 2018 Impairment charge (in millions) $ — $ — Discount Rate % 11.0 % Year 1 Revenue Growth Rate 1.0 % 1.8 % Long-term Revenue Growth Rate Range (Years 6 – 10) 1.9% -2.3 % 2.0% - 3.0 % Operating Profit Margin Range 33.0% - 45.5 % 36.9% - 42.5 % |
Schedule Of Changes In Carrying Amount Of Goodwill | The table below presents the changes in Company’s goodwill carrying values for its four reportable segments during 2019 and 2018: Radio Cable Broadcasting Reach Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 154,910 $ 30,468 $ 27,567 $ 165,044 $ 377,989 Accumulated impairment losses (84,436) (16,114) (14,545) — (115,095) Additions 90 — — — 90 Impairments (17,412) — — — (17,412) Net goodwill at December 31, 2018 $ 53,152 $ 14,354 $ 13,022 $ 165,044 $ 245,572 Gross goodwill $ 155,000 $ 30,468 $ 27,567 $ 165,044 $ 378,079 Accumulated impairment losses (101,848) (16,114) (14,545) — (132,507) Additions — — — — — Impairments — — (5,800) — (5,800) Net goodwill at December 31, 2019 $ 53,152 $ 14,354 $ 7,222 $ 165,044 $ 239,772 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets, excluding goodwill, radio broadcasting licenses and the unamortized brand name, are being amortized on a straightline basis over various periods. Other intangible assets consist of the following: Remaining Weighted- Average As of December 31, Period of Period of 2019 2018 Amortization Amortization (In thousands) Trade names $ 17,413 $ 17,391 1‑5 Years 5.0 Years Intellectual property 9,531 9,531 4‑10 Years 0.0 Years Affiliate agreements 178,986 178,986 8 Years 0.0 Years Acquired income leases 127 127 3‑15 Years 11.1 Years Advertiser agreements 46,789 46,789 1‑12 Years 3.2 Years Favorable office and transmitter leases 2,097 2,097 2‑60 Years 39.1 Years Brand names 4,413 4,413 10 Years 7.2 Years Brand names - unamortized 39,690 39,690 Indefinite — ABL facility debt costs 510 421 Debt term 1.3 Years Launch assets 6,284 6,284 Contract length 5.6 Years Other intangibles 675 675 1‑5 Years 1.4 Years 306,515 306,404 Less: Accumulated amortization (248,303) (236,313) Other intangible assets, net $ 58,212 $ 70,091 4.4 Years |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents the Company’s estimate of amortization expense for the years 2020 through 2024 for intangible assets: (In thousands) 2020 $ 5,000 2021 $ 4,684 2022 $ 4,637 2023 $ 2,212 2024 $ 1,208 |
CONTENT ASSETS (Tables)
CONTENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
CONTENT ASSETS | |
Schedule Of Finite Lived Content Assets | The gross cost and accumulated amortization of content assets is as follows: As of December 31, Period of 2019 2018 Amortization (In thousands) Produced content assets: Completed $ 349,521 $ 318,234 In-production 9,472 13,578 Licensed content assets acquired: Acquired 46,515 35,866 Content assets, at cost 405,508 367,678 1‑10 Years Less: Accumulated amortization (304,745) (256,461) Content assets, net 100,763 111,217 Current portion (30,642) (33,951) Noncurrent portion $ 70,121 $ 77,266 |
Schedule Of Finite Lived Content Assets Future Amortization Expense | Future estimated content amortization expense related to agreements entered into as of December 31, 2019, for years 2020 through 2024 is as follows: (In thousands) 2020 $ 30,642 2021 $ 22,089 2022 $ 14,268 2023 $ 5,976 2024 $ 1,380 |
Content Payments Fiscal Year Maturity Schedule | Future minimum content payments required under agreements entered into as of December 31, 2019, are as follows: (In thousands) 2020 $ 14,804 2021 $ 8,727 2022 $ 5,338 2023 $ 761 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
OTHER CURRENT LIABILITIES | |
Schedule Of Other Current Liabilities | Other current liabilities consist of the following: As of December 31, 2019 2018 (In thousands) Deferred revenue $ 10,879 $ 9,211 Deferred barter revenue 1,599 346 Deferred rent — 861 Employment Agreement Award 3,208 2,520 Accrued national representative fees 662 1,025 Accrued miscellaneous taxes 366 290 Income taxes payable 590 426 Tenant allowance 305 367 Deferred gain on sale-leaseback — 809 Contingent consideration 1,526 1,433 Reserve for audience deficiency 3,005 3,332 Other current liabilities 3,253 3,831 Other current liabilities $ 25,393 $ 24,451 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
LONG-TERM DEBT | |
Schedule of long-term debt | Long-term debt consists of the following: As of December 31, 2019 2018 (In thousands) 2018 Credit Facility $ 167,145 $ 192,000 MGM National Harbor Loan 52,099 50,066 2017 Credit Facility 320,629 323,926 9.25% Senior Subordinated Notes due February 2020 — 2,037 7.375% Senior Secured Notes due April 2022 350,000 350,000 Comcast Note due April 2019 — 11,872 Total debt 889,873 929,901 Less: current portion of long-term debt 25,945 38,706 Less: original issue discount and issuance costs 13,620 17,438 Long-term debt, net $ 850,308 $ 873,757 |
Schedule of future scheduled minimum principal payments | Future scheduled minimum principal payments of debt as of December 31, 2019, are as follows: 7.38% Senior 2018 MGM 2017 Secured Credit National Asset-backed Credit Notes Facility Harbor Loan Credit Facility Facility due April 2022 Total (In thousands) 2020 $ 22,648 $ — $ — $ 3,297 $ — $ 25,945 2021 19,200 — — 3,297 — 22,497 2022 125,297 52,099 — 3,297 350,000 530,693 2023 — — — 310,738 — 310,738 2024 and thereafter — — — — — — Total Debt $ 167,145 $ 52,099 $ — $ 320,629 $ 350,000 $ 889,873 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Schedule of reconciliation of statutory federal income tax | A reconciliation of the statutory federal income taxes to the recorded benefit from income taxes from continuing operations is as follows: For the Years Ended December 31, 2019 2018 (In thousands) Statutory federal tax expense $ 2,714 $ 716 Effect of state taxes, net of federal benefit 1,904 383 Effect of state rate and tax law changes 578 (1,423) Return to provision adjustments (110) 659 Other permanent items 75 100 Non-deductible meals and entertainment 226 253 Impairment of long-lived intangible assets 1,218 3,087 Non-deductible officer’s compensation 1,781 (561) Change in valuation allowance 24 (125,635) IRC Section 382 adjustments 573 (13,547) NOL expirations 1,815 — Stock-based compensation forfeitures and adjustments 178 1,677 Uncertain tax positions (172) (829) Other 60 (79) Provision for (benefit from) income taxes $ 10,864 $ (135,199) |
Schedule of components of provision (benefit) from income taxes | The components of the provision for (benefit from) income taxes from continuing operations are as follows: For the Years Ended December 31, 2019 2018 (In thousands) Federal: Current $ — $ — Deferred 5,973 (116,316) State: Current 595 604 Deferred 4,296 (19,487) Provision for (benefit from) income taxes $ 10,864 $ (135,199) |
Schedule of components of deferred tax assets and liabilities | The significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, 2019 2018 (In thousands) Deferred tax assets: Allowance for doubtful accounts $ 1,804 $ 2,001 Accruals 528 1,685 Fixed assets 418 970 Stock-based compensation 499 543 Net operating loss carryforwards 103,700 121,562 Lease liability 12,094 — Interest expense carryforward 16,224 6,519 Alternative minimum tax credit 428 856 Other (324) 1,192 Total deferred tax assets 135,371 135,328 Valuation allowance for deferred tax assets (249) (235) Total deferred tax asset, net of valuation allowance 135,122 135,093 Deferred tax liabilities: Intangible assets (147,350) (145,072) Right of use asset (10,100) — Partnership interests (1,813) (1,795) Qualified film expenditures (419) (1,130) Total deferred tax liabilities (159,682) (147,997) Net deferred tax liability $ (24,560) $ (12,904) |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2019 2018 (In thousands) Balance as of January 1 $ 4,637 $ 5,758 Additions for tax positions related to current years — 157 Additions (deductions) for tax positions related to prior years 96 (1,113) Deductions for tax positions as a result of tax settlements — (165) Balance as of December 31 $ 4,733 $ 4,637 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS' EQUITY | |
Schedule of BSM using weighted-average assumptions | These fair values were derived using the BSM with the following weighted-average assumptions: For the Years Ended December 31, 2019 2018 Average risk-free interest rate 1.84 % 2.42 % Expected dividend yield % % Expected lives 5.25 years 6.00 years Expected volatility 68.0 % 65.1 % |
Schedule of Share-based Compensation, Stock Options, Activity | Transactions and other information relating to stock options for the years December 31, 2019 and 2018 are summarized below: Weighted- Average Weighted- Remaining Number Average Contractual Aggregate of Exercise Term Intrinsic Options Price (In Years) Value Outstanding at December 31, 2017 4,804,000 $ 1.89 4.90 $ 795,000 Grants 733,000 $ 1.81 Exercised 63,000 $ 1.41 Forfeited/cancelled/expired/settled (1,905,000) $ 1.43 Outstanding at December 31, 2018 3,569,000 $ 2.12 7.19 $ 130,000 Grants 653,000 $ 2.17 Exercised 15,000 $ 1.90 Forfeited/cancelled/expired/settled (10,000) $ 1.90 Outstanding at December 31, 2019 4,197,000 $ 2.13 6.70 $ 255,000 Vested and expected to vest at December 31, 2019 4,145,000 $ 2.13 6.68 $ 255,000 Unvested at December 31, 2019 822,000 $ 2.11 9.13 $ — Exercisable at December 31, 2019 3,375,000 $ 2.13 6.11 $ 255,000 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Transactions and other information relating to restricted stock grants for the years ended December 31, 2019 and 2018 are summarized below: Average Fair Value at Grant Shares Date Unvested at December 31, 2017 2,303,000 $ 1.94 Grants 1,758,000 $ 1.83 Vested (1,904,000) $ 1.93 Forfeited/cancelled/expired (33,000) $ 1.90 Unvested at December 31, 2018 2,124,000 $ 1.85 Grants 2,604,000 $ 2.16 Vested (2,840,000) $ 1.94 Forfeited/cancelled/expired (74,000) $ 2.19 Unvested at December 31, 2019 1,814,000 $ 2.14 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of operating lease and other operating contract obligations | The amounts the Company is obligated to pay for these agreements are shown below. Other Operating Operating Contracts Lease and Agreements Agreements (In thousands) Years ending December 31: 2020 $ 66,515 $ 12,845 2021 30,054 11,234 2022 17,093 10,278 2023 11,171 8,750 2024 10,213 7,578 2025 and thereafter 34,171 8,490 Total $ 169,217 $ 59,175 |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | |
Quarterly Financial Information | Quarters Ended March 31 June 30 (a) September 30 December 31 (a) (In thousands, except share data) (As Revised) (b) 2019: Net revenue $ 98,449 $ 121,571 $ 111,055 $ 105,854 Operating income 14,796 29,121 31,117 12,062 Net (loss) income (2,979) 7,137 5,687 (7,788) Consolidated net (loss) income attributable to common stockholders (3,104) 6,591 5,359 (7,921) BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Consolidated net (loss) income per share attributable to common stockholders - basic $ (0.07) $ 0.15 $ 0.12 $ (0.18) Consolidated net (loss) income per share attributable to common stockholders - diluted $ (0.07) $ 0.14 $ 0.12 $ (0.18) WEIGHTED AVERAGE SHARES OUTSTANDING Weighted average shares outstanding — basic 45,001,767 45,061,821 44,315,077 44,172,147 Weighted average shares outstanding —diluted 45,001,767 45,701,655 46,118,702 44,172,147 (a) The net income (loss) from continuing operations for the quarters ended June 30, 2019 and December 31, 2019, includes approximately $3.8 million and $6.8 million, respectively of impairment charges. (b) Operating income for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 have been revised in the amounts of approximately $1.3 million, $1.4 million and $1.4 million, respectively, to reflect the interest expense component of operating leases from interest expense into operating expenses. Quarters Ended March 31 (a) June 30 September 30 December 31 (a) (In thousands, except share data) 2018: Net revenue $ 99,621 $ 115,206 $ 110,730 $ 113,541 Operating income 7,315 24,813 32,101 9,411 Net (loss) income (22,522) 23,896 23,375 113,856 Consolidated net (loss) income attributable to common stockholders (22,555) 23,590 23,044 113,363 BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS Consolidated net (loss) income per share attributable to common stockholders - basic $ (0.48) $ 0.51 $ 0.51 $ 2.54 Consolidated net (loss) income per share attributable to common stockholders - diluted $ (0.48) $ 0.49 $ 0.49 $ 2.42 WEIGHTED AVERAGE SHARES OUTSTANDING Weighted average shares outstanding — basic 46,757,386 46,033,402 45,128,341 44,663,033 Weighted average shares outstanding —diluted 46,757,386 48,438,693 47,462,358 46,874,741 (a) The net (loss) income from continuing operations for the quarters ended March 31, 2018 and December 31, 2018, includes approximately $6.6 million and $14.7 million, respectively of impairment charges. The net income for the quarter ended December 31, 2018 includes a benefit from income taxes of approximately $124.3 million. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SEGMENT INFORMATION | |
Schedule of Segment Reporting Information, by Segment | Detailed segment data for the years ended December 31, 2019 and 2018 is presented in the following table: For the Years Ended December 31, 2019 2018 (In thousands) Net Revenue: Radio Broadcasting $ 177,478 $ 182,765 Reach Media 44,691 42,984 Digital 31,922 31,577 Cable Television 185,027 184,298 Corporate/Eliminations* (2,189) (2,526) Consolidated $ 436,929 $ 439,098 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 119,878 $ 117,427 Reach Media 38,150 36,064 Digital 31,775 37,617 Cable Television 103,195 99,104 Corporate/Eliminations 29,250 20,801 Consolidated $ 322,248 $ 311,013 Depreciation and Amortization: Radio Broadcasting $ 3,248 $ 3,484 Reach Media 235 250 Digital 1,877 1,907 Cable Television 10,376 26,259 Corporate/Eliminations 1,249 1,289 Consolidated $ 16,985 $ 33,189 Impairment of Long-Lived Assets: Radio Broadcasting $ 4,800 $ 21,256 Reach Media — — Digital 5,800 — Cable Television — — Corporate/Eliminations — — Consolidated $ 10,600 $ 21,256 Operating income (loss): Radio Broadcasting $ 49,552 $ 40,598 Reach Media 6,306 6,670 Digital (7,530) (7,947) Cable Television 71,456 58,935 Corporate/Eliminations (32,688) (24,616) Consolidated $ 87,096 $ 73,640 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (2,189) $ (2,526) Capital expenditures by segment are as follows: Radio Broadcasting $ 2,778 $ 3,876 Reach Media 179 114 Digital 1,390 1,197 Cable Television 207 570 Corporate/Eliminations 591 1,429 Consolidated $ 5,145 $ 7,186 As of December 31, December 31, 2019 2018 (In thousands) Total Assets: Radio Broadcasting $ 721,295 $ 717,400 Reach Media 41,892 34,388 Digital 22,223 24,389 Cable Television 388,465 402,511 Corporate/Eliminations 76,044 58,721 Consolidated $ 1,249,919 $ 1,237,409 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Operating lease interest expense | $ 1.4 | $ 1.4 | $ 1.3 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net Revenue | $ 105,854 | $ 111,055 | $ 121,571 | $ 98,449 | $ 113,541 | $ 110,730 | $ 115,206 | $ 99,621 | $ 436,929 | $ 439,098 |
Radio Advertising [Member] | ||||||||||
Net Revenue | 193,318 | 197,594 | ||||||||
Political Advertising [Member] | ||||||||||
Net Revenue | 1,445 | 6,590 | ||||||||
Digital Advertising [Member] | ||||||||||
Net Revenue | 31,912 | 31,510 | ||||||||
Cable Television Advertising [Member] | ||||||||||
Net Revenue | 79,776 | 76,429 | ||||||||
Cable Television Affiliate Fees [Member] | ||||||||||
Net Revenue | 105,071 | 107,277 | ||||||||
Event Revenues & Other [Member] | ||||||||||
Net Revenue | $ 25,407 | $ 19,698 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Contract assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contract assets: | ||
Unbilled receivables | $ 3,763 | $ 3,425 |
Contract liabilities: | ||
Customer advances and unearned income | 3,048 | 3,766 |
Unearned event income | $ 6,645 | $ 3,864 |
ORGANIZATION AND SUMMARY OF S_7
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Launch assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Launch assets | $ 7,259 | $ 7,259 |
Less: Accumulated amortization | (2,038) | (1,011) |
Launch assets, net | $ 5,221 | $ 6,248 |
ORGANIZATION AND SUMMARY OF S_8
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Launch support amortization expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2020 | $ 1,027 |
2021 | 1,027 |
2022 | 1,027 |
2023 | 1,027 |
2024 | $ 1,027 |
ORGANIZATION AND SUMMARY OF S_9
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Liabilities subject to fair value measurement: | |||
Contingent consideration | [1] | $ 1,921 | $ 2,831 |
Employment agreement award | [2] | 27,017 | 25,660 |
Total | 28,938 | 28,491 | |
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | [3] | 10,564 | 10,232 |
Fair Value, Inputs, Level 1 [Member] | |||
Liabilities subject to fair value measurement: | |||
Contingent consideration | [1] | 0 | 0 |
Employment agreement award | [2] | 0 | 0 |
Total | 0 | 0 | |
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | [3] | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities subject to fair value measurement: | |||
Contingent consideration | [1] | 0 | 0 |
Employment agreement award | [2] | 0 | 0 |
Total | 0 | 0 | |
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | [3] | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities subject to fair value measurement: | |||
Contingent consideration | [1] | 1,921 | 2,831 |
Employment agreement award | [2] | 27,017 | 25,660 |
Total | 28,938 | 28,491 | |
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | [3] | $ 10,564 | $ 10,232 |
[1] | This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration. | ||
[2] | Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis), and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company’s Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology resulted in a credit adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate. The liability was further reduced during the quarter ended December 31, 2018 using the simplified methodology, due primarily to an overall lower valuation. | ||
[3] | The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. |
ORGANIZATION AND SUMMARY OF _10
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measured on recurring basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contingent Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | $ 2,831 | $ 1,580 |
Net income attributable to noncontrolling interests | 0 | 0 |
Dividends paid to noncontrolling interests | 0 | 0 |
Distribution | (1,207) | (1,148) |
Change in fair value | 297 | 2,399 |
Balance, end of period | 1,921 | 2,831 |
The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held | (297) | (2,399) |
Employment Agreement Award [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | 25,660 | 32,323 |
Net income attributable to noncontrolling interests | 0 | 0 |
Dividends paid to noncontrolling interests | 0 | 0 |
Distribution | (3,591) | (1,530) |
Change in fair value | 4,948 | (5,133) |
Balance, end of period | 27,017 | 25,660 |
The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held | (4,948) | 5,133 |
Redeemable Noncontrolling Interest [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance, beginning of period | 10,232 | 10,780 |
Net income attributable to noncontrolling interests | 1,132 | 1,163 |
Dividends paid to noncontrolling interests | (1,000) | (2,227) |
Distribution | 0 | 0 |
Change in fair value | 200 | 516 |
Balance, end of period | 10,564 | 10,232 |
The amount of total income (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held | $ 0 | $ 0 |
ORGANIZATION AND SUMMARY OF _11
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measurements on recurring and nonrecurring valuation techniques (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Contingent Consideration [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 20.80% | 34.60% |
Contingent Consideration [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 14.50% | 15.00% |
Employment Agreement Award [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 10.00% | 11.00% |
Employment Agreement Award [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 2.00% | 2.50% |
Redeemable Noncontrolling Interest [Member] | Measurement Input, Discount Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 11.00% | 10.50% |
Redeemable Noncontrolling Interest [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Assumptions Measurement Rate | 1.00% | 1.00% |
ORGANIZATION AND SUMMARY OF _12
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Operating Lease Cost (Cost resulting from lease payments) | $ 12,673 |
Variable Lease Cost (Cost excluded from lease payments) | 160 |
Total Lease Cost | 12,833 |
Operating Lease - Operating Cash Flows (Fixed Payments) | 13,023 |
Operating Lease - Operating Cash Flows (Liability Reduction) | $ 7,752 |
Weighted Average Lease Term - Operating Leases | 5 years 7 months 17 days |
Weighted Average Discount Rate - Operating Leases | 11.00% |
ORGANIZATION AND SUMMARY OF _13
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Maturities of lease (Details) $ in Thousands | Dec. 31, 2019USD ($) |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
2020 | $ 13,337 |
2021 | 12,053 |
2022 | 11,389 |
2023 | 9,742 |
2024 | 8,658 |
Thereafter | 11,232 |
Total future lease payments | 66,411 |
Imputed interest | (16,937) |
Total | $ 49,474 |
ORGANIZATION AND SUMMARY OF _14
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | Jan. 01, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 17, 2019 | Dec. 20, 2018 | Dec. 04, 2018 | Apr. 18, 2017 | Nov. 30, 2016 | Apr. 10, 2015 |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Long-term Debt, Gross | $ 0 | $ 2,000,000 | $ 0 | $ 2,000,000 | |||||||||||||
Selling, General and Administrative Expense, Total | 152,550,000 | $ 149,710,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | 9.25% | |||||||||||||||
Amortization of Intangible Assets | 10,900,000 | $ 26,700,000 | |||||||||||||||
Related Party Transaction, Due from (to) Related Party, Total | 24,000 | $ 208,000 | $ 24,000 | 208,000 | |||||||||||||
Related Party Transaction, Terms and Manner of Settlement | Distributions from operating income or operating revenues, depending upon the year, are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach's expenditures, up to $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating income to Reach, with the balance remaining with the Foundation | ||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 105,854,000 | $ 111,055,000 | $ 121,571,000 | $ 98,449,000 | 113,541,000 | $ 110,730,000 | $ 115,206,000 | $ 99,621,000 | $ 436,929,000 | 439,098,000 | |||||||
Operating Income (Loss) | 12,062,000 | $ 31,117,000 | $ 29,121,000 | $ 14,796,000 | 9,411,000 | 32,101,000 | $ 24,813,000 | $ 7,315,000 | 87,096,000 | 73,640,000 | |||||||
Operating Expenses, Total | 349,833,000 | 365,458,000 | |||||||||||||||
Unearned Event Income | 6,645,000 | 3,864,000 | |||||||||||||||
Derivative Instruments Credit Adjustment Liability | $ 6,600,000 | ||||||||||||||||
Impairment of Long-Lived Assets Held-for-use | 10,600,000 | 21,256,000 | |||||||||||||||
Goodwill | 239,772,000 | 245,572,000 | 239,772,000 | 245,572,000 | |||||||||||||
Indefinite-Lived License Agreements | 582,697,000 | 600,134,000 | 582,697,000 | 600,134,000 | |||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 1,000,000 | 14,700,000 | 4,800,000 | 3,900,000 | |||||||||||||
Long-term Debt. | 889,873,000 | 929,901,000 | $ 889,873,000 | 929,901,000 | |||||||||||||
long-term deferred tax liabilities | 3,400,000 | 3,400,000 | |||||||||||||||
Related Party Transaction Revenue Terms and Manner of Settlement | For years 2020 through 2022, $250,000 to the Foundation is guaranteed. Reach Media's earnings for the Fantastic Voyage(R) may not exceed $1.7 million in 2018 and 2019, nor $1.75 million in 2020 and thereafter. | ||||||||||||||||
Operating Lease, Right-of-Use Asset | 44,922,000 | $ 44,922,000 | |||||||||||||||
Operating Lease, Liability | 49,474,000 | 49,474,000 | |||||||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | 3,600,000 | ||||||||||||||||
Restatement of Prior Year Income, Net of Tax | 200,000 | ||||||||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Lease, Practical Expedients, Package [true false] | true | ||||||||||||||||
Operating Lease, Right-of-Use Asset | $ 49,800,000 | ||||||||||||||||
Operating Lease, Liability | 54,100,000 | ||||||||||||||||
Deferred Rent Credit | $ 4,300,000 | ||||||||||||||||
Cumulative Effect on Retained Earnings, Net of Tax | 5,800,000 | ||||||||||||||||
Continuing Operations [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Marketing and Advertising Expense | 24,800,000 | 19,400,000 | |||||||||||||||
Barter Transactions [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Cost of Goods and Services Sold | 1,500,000 | 1,300,000 | |||||||||||||||
Selling, General and Administrative Expense, Total | 596,000 | 161,000 | |||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 2,100,000 | 1,500,000 | |||||||||||||||
Adjustment in Revenue | 2,000,000 | 2,000,000 | |||||||||||||||
Marketing Services Fee Receivable | 2,000,000 | 2,000,000 | |||||||||||||||
Radio broadcasting and Reach Media segments [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Sales Commissions and Fees | 21,400,000 | 25,500,000 | |||||||||||||||
Digital Segment [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Impairment of Long-Lived Assets Held-for-use | 5,800,000 | ||||||||||||||||
Goodwill | 7,222,000 | 13,022,000 | 7,222,000 | 13,022,000 | |||||||||||||
Launch Support Assets [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Additional Non-cash Launch Support for Carriage Initiation | 3,700,000 | ||||||||||||||||
Selling, General and Administrative Expense, Total | $ 605,000 | $ 3,000 | |||||||||||||||
Finite Lived Intangible Assets Weighted Average Amortization Period | 7 years 9 months 18 days | 7 years 9 months 18 days | |||||||||||||||
Finite Lived Intangible Assets Remaining Weighted Average Amortization Period | 5 years 1 month 6 days | 6 years 1 month 6 days | |||||||||||||||
Amortization of Intangible Assets | $ 422,000 | $ 422,000 | |||||||||||||||
Detroit Radio Broadcasting licenses And Goodwill [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Impairment of Long-Lived Assets Held-for-use | 21,300,000 | ||||||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 4,800,000 | ||||||||||||||||
Content Assets [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Amortization of Intangible Assets | 4,900,000 | 1,600,000 | |||||||||||||||
Goodwill and Radio Broadcasting Licenses [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Impairment of Long-Lived Assets Held-for-use | 10,600,000 | 21,300,000 | |||||||||||||||
Tom Joyner Foundation Inc [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Related Party Transaction, Due from (to) Related Party, Total | $ 32,000 | 34,000 | $ 32,000 | 34,000 | |||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Percentage Of Award Amount | 4.00% | 4.00% | |||||||||||||||
9.25% Senior Subordinated Notes due February 2020 [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Long-term Debt, Gross | 2,000,000 | 2,000,000 | |||||||||||||||
Debt Instrument, Fair Value Disclosure | 2,000,000 | 2,000,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | 9.25% | |||||||||||||||
Long-term Debt. | 2,037,000 | 2,037,000 | |||||||||||||||
Senior Subordinated Notes due March 2022 [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | 350,000,000 | $ 350,000,000 | 350,000,000 | |||||||||||||
Debt Instrument, Fair Value Disclosure | $ 344,800,000 | 332,500,000 | $ 344,800,000 | 332,500,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | 7.375% | |||||||||||||||
Senior Secured Credit Facility [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Long-term Debt, Gross | $ 320,600,000 | 323,900,000 | $ 320,600,000 | 323,900,000 | |||||||||||||
Debt Instrument, Fair Value Disclosure | 309,100,000 | 305,800,000 | 309,100,000 | 305,800,000 | |||||||||||||
Debt Instrument, Face Amount | $ 350,000,000 | ||||||||||||||||
MGM National Harbor Loan [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Long-term Debt, Gross | 52,100,000 | 50,100,000 | 52,100,000 | 50,100,000 | |||||||||||||
Debt Instrument, Fair Value Disclosure | $ 58,400,000 | 56,100,000 | $ 58,400,000 | 56,100,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |||||||||||||||
Debt Instrument, Face Amount | $ 50,000,000 | ||||||||||||||||
Long-term Debt. | $ 52,099,000 | $ 50,066,000 | $ 52,099,000 | 50,066,000 | $ 50,000,000 | ||||||||||||
Tv One Llc [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Sales Commissions and Fees | $ 14,100,000 | 13,600,000 | |||||||||||||||
Reach Media Inc [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.00% | 80.00% | |||||||||||||||
Reach Media Inc [Member] | Fantastic Voyage [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 10,200,000 | 9,300,000 | |||||||||||||||
Operating Income (Loss) | 1,700,000 | 1,700,000 | |||||||||||||||
Operating Expenses, Total | 8,500,000 | $ 7,600,000 | |||||||||||||||
Urban One [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | |||||||||||||||
Customer Advances [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 2,700,000 | $ 2,100,000 | |||||||||||||||
Unearned Event Income | 3,900,000 | 4,100,000 | |||||||||||||||
2017 Credit Facility [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Long-term Debt, Gross | $ 320,600,000 | 320,600,000 | $ 350,000,000 | ||||||||||||||
Long-term Debt. | 320,629,000 | $ 323,926,000 | 320,629,000 | 323,926,000 | |||||||||||||
2018 Credit Facility [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Long-term Debt, Gross | 167,100,000 | 192,000,000 | 167,100,000 | 192,000,000 | $ 192,000,000 | ||||||||||||
Debt Instrument, Fair Value Disclosure | 170,500,000 | 195,900,000 | 170,500,000 | 195,900,000 | |||||||||||||
Debt Instrument, Face Amount | $ 192,000,000 | ||||||||||||||||
Long-term Debt. | $ 167,145,000 | 192,000,000 | $ 167,145,000 | 192,000,000 | |||||||||||||
Staffing And Recruiting Services [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Related Party Transaction, Amounts of Transaction | 31,000 | ||||||||||||||||
Comcast Note [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Long-term Debt, Gross | 11,900,000 | 11,900,000 | |||||||||||||||
Debt Instrument, Fair Value Disclosure | 11,900,000 | 11,900,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.47% | 10.47% | |||||||||||||||
Debt Instrument, Face Amount | $ 11,900,000 | 11,900,000 | $ 11,900,000 | ||||||||||||||
MGM National Harbor [Member] | |||||||||||||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | |||||||||||||||||
Investment Owned, at Cost | $ 35,000,000 | $ 5,000,000 | |||||||||||||||
Other Income | $ 6,900,000 | $ 7,000,000 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Details) - USD ($) | Aug. 31, 2019 | Aug. 08, 2018 | May 02, 2017 | Jan. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 09, 2018 |
ACQUISITIONS AND DISPOSITIONS | ||||||||
Proceeds from Divestiture of Businesses | $ 25,000,000 | |||||||
Sale Leaseback Transaction, Net Proceeds, Investing Activities | $ 25,000,000 | |||||||
Sale And Leaseback Transaction Gain | $ 22,500,000 | |||||||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 14,400,000 | |||||||
Sale Leaseback Transaction, Deferred Gain, Net | $ 8,100,000 | $ 0 | $ 809,000 | |||||
Business Acquisition Purchase Price Allocation Indefinite Live Intangible Assets Land And Land Improvements | $ 1,100,000 | |||||||
Business Acquisition Purchase Price Allocation Indefinite Live Intangible Assets Towers | 512,000 | |||||||
Proceeds from Sale of Property Held-for-sale | $ 13,500,000 | $ 12,791,000 | ||||||
Proceeds from Property Plant and Equipment Received in Cash | $ 12,200,000 | |||||||
Red Zebra Broadcasting [Member] | ||||||||
ACQUISITIONS AND DISPOSITIONS | ||||||||
Business Acquisition Purchase Price Allocation Indefinite Lived Intangible Assets, Radio Broadcasting Licenses | 2,000,000 | |||||||
Business Acquisition Purchase Price Allocation Indefinite Lived Intangible Assets Including Goodwill | 91,000 | |||||||
Business Acquisition Purchase Price Allocation Indefinite Live Intangible Assets Advertiser Agreements | 206,000 | |||||||
Business Acquisition Purchase Price Allocation Indefinite Live Intangible Assets Other Property And Equipment | $ 254,000 | |||||||
Detroit radio station [Member] | ||||||||
ACQUISITIONS AND DISPOSITIONS | ||||||||
Proceeds from Sale of Property Held-for-sale | $ 13,500,000 | $ 12,700,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 171,798 | $ 171,682 |
Less: Accumulated depreciation and amortization | (147,405) | (145,594) |
Property, Plant and Equipment, Net, Total | 24,393 | 26,088 |
Land and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,652 | 3,491 |
Property, Plant and Equipment, Estimated Useful Lives | 0 years | |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,756 | 2,754 |
Property, Plant and Equipment, Estimated Useful Lives | 31 years | |
Transmitters and towers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 40,705 | 41,854 |
Transmitters and towers [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 15 years | |
Transmitters and towers [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 7 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 60,391 | 60,872 |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 7 years | |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 years | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 9,322 | 9,699 |
Property, Plant and Equipment, Estimated Useful Lives | 6 years | |
Software and web development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 28,789 | 27,330 |
Property, Plant and Equipment, Estimated Useful Lives | 3 years | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 24,957 | 25,407 |
Property, Plant and Equipment, Estimated Useful Lives | Lease Term | |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 226 | $ 275 |
Property, Plant and Equipment, Estimated Useful Lives | 0 years |
GOODWILL, RADIO BROADCASTING _3
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Valuation of Broadcasting Licenses (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Oct. 01, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Oct. 01, 2018 | Mar. 31, 2018 |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||
Impairment charge (in millions) | $ 10.6 | $ 21.3 | ||||
Radio Broadcasting Licenses [Member] | ||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||
Impairment charge (in millions) | $ 1 | $ 3.8 | $ 3.9 | |||
Discount Rate | 9.00% | 9.00% | ||||
Radio Broadcasting Licenses [Member] | Maximum [Member] | ||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||
Year 1 Market Revenue Growth Rate Range | 1.80% | (0.60%) | ||||
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 1.10% | 1.10% | ||||
Mature Market Share Range | 25.00% | 25.00% | ||||
Mature Operating Profit Margin Range | 39.70% | 41.10% | ||||
Radio Broadcasting Licenses [Member] | Minimum [Member] | ||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||||
Year 1 Market Revenue Growth Rate Range | 0.90% | (1.20%) | ||||
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 0.70% | 0.70% | ||||
Mature Market Share Range | 6.90% | 5.30% | ||||
Mature Operating Profit Margin Range | 27.60% | 28.30% |
GOODWILL, RADIO BROADCASTING _4
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Carrying Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | $ 582,697 | $ 600,134 |
Radio Broadcasting Licenses Increase (Decrease) | (17,437) | |
Unit Of Accounting 2 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 3,086 | 3,086 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit Of Accounting 7 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 14,748 | 14,748 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 5 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 16,100 | 16,100 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 4 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 16,142 | 16,142 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 9 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 16,437 | |
Radio Broadcasting Licenses Increase (Decrease) | (16,437) | |
Unit of Accounting 15 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 20,736 | 20,736 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 14 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 20,770 | 20,770 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 11 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 20,135 | 21,135 |
Radio Broadcasting Licenses Increase (Decrease) | (1,000) | |
Unit of Accounting 6 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 22,642 | 22,642 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 13 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 47,846 | 47,846 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 12 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 49,663 | 49,663 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 16 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 56,295 | 56,295 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 8 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 62,015 | 62,015 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 1 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 93,394 | 93,394 |
Radio Broadcasting Licenses Increase (Decrease) | 0 | |
Unit of Accounting 10 [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Radio Broadcasting Licenses | 139,125 | $ 139,125 |
Radio Broadcasting Licenses Increase (Decrease) | $ 0 |
GOODWILL, RADIO BROADCASTING _5
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Radio Market Reporting Units (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Oct. 01, 2019 | Dec. 31, 2018 | Oct. 01, 2018 | Mar. 31, 2018 |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||
Impairment charge (in millions) | $ 10.6 | $ 21.3 | |||
Radio Market Reporting Units [Member] | |||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||
Impairment charge (in millions) | $ 0 | $ 14.7 | $ 2.7 | ||
Discount Rate | 9.00% | 9.00% | |||
Radio Market Reporting Units [Member] | Minimum [Member] | |||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||
Year 1 Market Revenue Growth Rate Range | (7.60%) | (8.00%) | |||
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 0.70% | 0.70% | |||
Mature Market Share Range | 7.10% | 7.60% | |||
Mature Operating Profit Margin Range | 26.80% | 26.80% | |||
Radio Market Reporting Units [Member] | Maximum [Member] | |||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||
Year 1 Market Revenue Growth Rate Range | 49.30% | 27.50% | |||
Long-term Market Revenue Growth Rate Range (Years 6 - 10) | 1.10% | 1.10% | |||
Mature Market Share Range | 17.00% | 17.80% | |||
Mature Operating Profit Margin Range | 47.60% | 46.90% |
GOODWILL, RADIO BROADCASTING _6
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Reach Media Segment Goodwill (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Oct. 01, 2019 | Dec. 31, 2018 | Oct. 01, 2018 |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Impairment charge (in millions) | $ 10.6 | $ 21.3 | ||
Reach Media Segment Goodwill [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Impairment charge (in millions) | $ 0 | $ 0 | ||
Discount Rate | 10.50% | 10.50% | ||
Year 1 Revenue Growth Rate | (9.70%) | 2.30% | ||
Long-term Revenue Growth Rate (Year 5) | 1.00% | 1.00% | ||
Minimum [Member] | Reach Media Segment Goodwill [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Operating Profit Margin Range | 13.30% | 14.60% | ||
Maximum [Member] | Reach Media Segment Goodwill [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Operating Profit Margin Range | 14.30% | 15.80% |
GOODWILL, RADIO BROADCASTING _7
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Digital Segment (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Oct. 01, 2019 | Dec. 31, 2018 | Oct. 01, 2018 |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Impairment charge (in millions) | $ 10.6 | $ 21.3 | ||
Digital Segment [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Impairment charge (in millions) | $ 5.8 | |||
Discount Rate | 12.00% | 13.50% | ||
Year 1 Revenue Growth Rate | 12.20% | 12.60% | ||
Digital Segment [Member] | Maximum [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Long-term Revenue Growth Rate (Years 6 - 10) | 7.70% | 3.70% | ||
Operating Profit Margin Range | 11.70% | 15.70% | ||
Digital Segment [Member] | Minimum [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Long-term Revenue Growth Rate (Years 6 - 10) | 2.80% | 3.10% | ||
Operating Profit Margin Range | (4.70%) | (1.10%) |
GOODWILL, RADIO BROADCASTING _8
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Cable Television Segment Goodwill (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Oct. 01, 2019 | Dec. 31, 2018 | Oct. 01, 2018 |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Impairment charge (in millions) | $ 10.6 | $ 21.3 | ||
Cable Television Segment Goodwill [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Impairment charge (in millions) | $ 0 | $ 0 | ||
Discount Rate | 10.00% | 11.00% | ||
Year 1 Revenue Growth Rate | 1.00% | 1.80% | ||
Cable Television Segment Goodwill [Member] | Maximum [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Long-term Revenue Growth Rate Range (Years 6 - 10) | 2.30% | 3.00% | ||
Operating Profit Margin Range | 45.50% | 42.50% | ||
Cable Television Segment Goodwill [Member] | Minimum [Member] | ||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||||
Long-term Revenue Growth Rate Range (Years 6 - 10) | 1.90% | 2.00% | ||
Operating Profit Margin Range | 33.00% | 36.90% |
GOODWILL, RADIO BROADCASTING _9
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Goodwill Valuation Results (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | $ 378,079 | $ 377,989 |
Accumulated impairment losses | (132,507) | (115,095) |
Additions | 90 | |
Impairments | (5,800) | (17,412) |
Net goodwill | 239,772 | 245,572 |
Radio Broadcasting Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 155,000 | 154,910 |
Accumulated impairment losses | (101,848) | (84,436) |
Additions | 0 | 90 |
Impairments | 0 | (17,412) |
Net goodwill | 53,152 | 53,152 |
Reach Media Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 30,468 | 30,468 |
Accumulated impairment losses | (16,114) | (16,114) |
Additions | 0 | 0 |
Impairments | 0 | 0 |
Net goodwill | 14,354 | 14,354 |
Digital Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 27,567 | 27,567 |
Accumulated impairment losses | (14,545) | (14,545) |
Additions | 0 | 0 |
Impairments | (5,800) | 0 |
Net goodwill | 7,222 | 13,022 |
Cable Television Segment [Member] | ||
GOODWILL AND RADIO BROADCASTING LICENSES | ||
Gross goodwill | 165,044 | 165,044 |
Accumulated impairment losses | 0 | 0 |
Additions | 0 | 0 |
Impairments | 0 | 0 |
Net goodwill | $ 165,044 | $ 165,044 |
GOODWILL, RADIO BROADCASTING_10
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Intangible Assets Excluding Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 306,515 | $ 306,404 |
Less: Accumulated amortization | (248,303) | (236,313) |
Other intangible assets, net | $ 58,212 | 70,091 |
Remaining Weighted-Average Period of Amortization | 4 years 4 months 24 days | |
Trade names [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 17,413 | 17,391 |
Remaining Weighted-Average Period of Amortization | 5 years | |
Trade names [Member] | Maximum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 5 years | |
Trade names [Member] | Minimum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 1 year | |
Intellectual property [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 9,531 | 9,531 |
Remaining Weighted-Average Period of Amortization | 0 years | |
Intellectual property [Member] | Maximum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 10 years | |
Intellectual property [Member] | Minimum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 4 years | |
Affiliate agreements [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 178,986 | 178,986 |
Finite-Lived Intangible Asset, Period of Amortization | 8 years | |
Remaining Weighted-Average Period of Amortization | 0 years | |
Acquired income leases [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 127 | 127 |
Remaining Weighted-Average Period of Amortization | 11 years 1 month 6 days | |
Acquired income leases [Member] | Maximum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 15 years | |
Acquired income leases [Member] | Minimum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 3 years | |
Advertiser agreements [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 46,789 | 46,789 |
Remaining Weighted-Average Period of Amortization | 3 years 2 months 12 days | |
Advertiser agreements [Member] | Maximum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 12 years | |
Advertiser agreements [Member] | Minimum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 1 year | |
Favorable office and transmitter leases [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,097 | 2,097 |
Remaining Weighted-Average Period of Amortization | 39 years 1 month 6 days | |
Favorable office and transmitter leases [Member] | Maximum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 60 years | |
Favorable office and transmitter leases [Member] | Minimum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 2 years | |
Brand names [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 4,413 | 4,413 |
Finite-Lived Intangible Asset, Period of Amortization | 10 years | |
Remaining Weighted-Average Period of Amortization | 7 years 2 months 12 days | |
Brand names - unamortized [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 39,690 | 39,690 |
Remaining Weighted-Average Period of Amortization | 0 years | |
ABL facility debt costs [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 510 | 421 |
Remaining Weighted-Average Period of Amortization | 1 year 3 months 18 days | |
Launch assets [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 6,284 | 6,284 |
Remaining Weighted-Average Period of Amortization | 5 years 7 months 6 days | |
Other intangibles [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 675 | $ 675 |
Remaining Weighted-Average Period of Amortization | 1 year 4 months 24 days | |
Other intangibles [Member] | Maximum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 5 years | |
Other intangibles [Member] | Minimum [Member] | ||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Period of Amortization | 1 year |
GOODWILL, RADIO BROADCASTING_11
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Estimate of Amortization Expense (Details) - Finite-Lived Intangible Assets [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |
2020 | $ 5,000 |
2021 | 4,684 |
2022 | 4,637 |
2023 | 2,212 |
2024 | $ 1,208 |
GOODWILL, RADIO BROADCASTING_12
GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 01, 2019 | |
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | $ 5,800 | $ 17,412 | |||||
Pre Tax Impairment Charges | $ 10,600 | $ 21,300 | 10,600 | 21,300 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 1,000 | 14,700 | 4,800 | 3,900 | |||
Indefinite-Lived License Agreements | $ 582,697 | $ 600,134 | 582,697 | 600,134 | |||
Amortization of Intangible Assets | 10,900 | 26,700 | |||||
Digital Segment [Member] | |||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | $ 5,800 | 0 | |||||
Pre Tax Impairment Charges | $ 5,800 | ||||||
Atlanta [Member] | |||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | $ 14,700 | ||||||
Charlotte Goodwill [Member] | |||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | $ 2,700 | ||||||
2018 Interim Impairment Testing [Member] | |||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 3,900 | ||||||
2018 Interim Impairment Testing [Member] | Charlotte Goodwill [Member] | |||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||
Goodwill, Impairment Loss | $ 2,700 | ||||||
2019 Interim Impairment Testing [Member] | |||||||
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items] | |||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 3,800 |
CONTENT ASSETS (Details)
CONTENT ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Content Assets [Line Items] | ||
Period of Amortization (in years) | 4 years 4 months 24 days | |
Produced content assets: | ||
Completed | $ 349,521 | $ 318,234 |
In-production | 9,472 | 13,578 |
Licensed content assets acquired: | ||
Acquired | 46,515 | 35,866 |
Content assets, at cost | 405,508 | 367,678 |
Less: Accumulated amortization | (304,745) | (256,461) |
Content assets, net | 100,763 | 111,217 |
Current portion | (30,642) | (33,951) |
Noncurrent portion | $ 70,121 | $ 77,266 |
Content Assets [Member] | Maximum [Member] | ||
Content Assets [Line Items] | ||
Period of Amortization (in years) | 10 years | |
Content Assets [Member] | Minimum [Member] | ||
Content Assets [Line Items] | ||
Period of Amortization (in years) | 1 year |
CONTENT ASSETS - Amortization E
CONTENT ASSETS - Amortization Expense (Details) - Content Assets [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Content Assets [Line Items] | |
2020 | $ 30,642 |
2021 | 22,089 |
2022 | 14,268 |
2023 | 5,976 |
2024 | $ 1,380 |
CONTENT ASSETS - Future Minimum
CONTENT ASSETS - Future Minimum Content Payments (Details) - Content Assets [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Content Assets [Line Items] | |
2020 | $ 14,804 |
2021 | 8,727 |
2022 | 5,338 |
2023 | $ 761 |
CONTENT ASSETS - Additional Inf
CONTENT ASSETS - Additional Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
CONTENT ASSETS | |
Percentage of Unamortized Value In Content Assets For Next Three Years | 80.00% |
Produced Content Assets Unamortized Value For Next Three Years | $ 13 |
Percentage Expected To Be Amortized Within Three Years | 41.50% |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2016 | Apr. 10, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 04, 2018 | |
Schedule of Investments [Line Items] | |||||
Long-term Debt. | $ 889,873 | $ 929,901 | |||
MGM National Harbor Loan [Member] | |||||
Schedule of Investments [Line Items] | |||||
Long-term Debt. | 52,099 | 50,066 | $ 50,000 | ||
MGM National Harbor [Member] | |||||
Schedule of Investments [Line Items] | |||||
Payments to Acquire Investments | $ 35,000 | $ 5,000 | |||
Other Income | $ 6,900 | $ 7,000 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2017 |
OTHER CURRENT LIABILITIES | |||
Deferred revenue | $ 10,879 | $ 9,211 | |
Deferred barter revenue | 1,599 | 346 | |
Deferred rent | 0 | 861 | |
Employment Agreement Award | 3,208 | 2,520 | |
Accrued national representative fees | 662 | 1,025 | |
Accrued miscellaneous taxes | 366 | 290 | |
Income taxes payable | 590 | 426 | |
Tenant allowance | 305 | 367 | |
Deferred gain on sale-leaseback | 0 | 809 | $ 8,100 |
Contingent consideration | 1,526 | 1,433 | |
Reserve for audience deficiency | 3,005 | 3,332 | |
Other current liabilities | 3,253 | 3,831 | |
Other current liabilities | $ 25,393 | $ 24,451 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||
Reassessed Estimated Fair Value of Award | $ 27,000 | $ 25,700 | $ 27,000 | $ 25,700 | ||||||
Operating Income (Loss) | $ 12,062 | $ 31,117 | $ 29,121 | $ 14,796 | $ 9,411 | $ 32,101 | $ 24,813 | $ 7,315 | 87,096 | 73,640 |
Derivative Instruments Credit Adjustment Liability | $ 6,600 | |||||||||
Selling, General and Administrative Expenses [Member] | Employment Agreement Award [Member] | ||||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||||||
Operating Income (Loss) | $ 4,900 | $ (5,100) |
LONG-TERM DEBT - Rollforward (D
LONG-TERM DEBT - Rollforward (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 04, 2018 |
LONG-TERM DEBT | |||
Total debt | $ 889,873 | $ 929,901 | |
Less: current portion of long-term debt | 25,945 | 38,706 | |
Less: original issue discount and issuance costs | 13,620 | 17,438 | |
Long-term debt, net | 850,308 | 873,757 | |
2017 Credit Facility [Member] | |||
LONG-TERM DEBT | |||
Total debt | 320,629 | 323,926 | |
2018 Credit Facility [Member] | |||
LONG-TERM DEBT | |||
Total debt | 167,145 | 192,000 | |
9.25% Senior Subordinated Notes due February 2020 [Member] | |||
LONG-TERM DEBT | |||
Total debt | 2,037 | ||
7.375% Senior Secured Notes due April 2022 [Member] | |||
LONG-TERM DEBT | |||
Total debt | 350,000 | 350,000 | |
MGM National Harbor Loan [Member] | |||
LONG-TERM DEBT | |||
Total debt | $ 52,099 | 50,066 | $ 50,000 |
Comcast Note due April 2019 [Member] | |||
LONG-TERM DEBT | |||
Total debt | $ 11,872 |
LONG-TERM DEBT - Future Minimum
LONG-TERM DEBT - Future Minimum Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 04, 2018 |
LONG-TERM DEBT | |||
2020 | $ 25,945 | ||
2021 | 22,497 | ||
2022 | 530,693 | ||
2023 | 310,738 | ||
2024 and thereafter | 0 | ||
Total Debt | 889,873 | $ 929,901 | |
2018 Credit Facility [Member] | |||
LONG-TERM DEBT | |||
2020 | 22,648 | ||
2021 | 19,200 | ||
2022 | 125,297 | ||
2023 | 0 | ||
2024 and thereafter | 0 | ||
Total Debt | 167,145 | ||
MGM National Harbor Loan [Member] | |||
LONG-TERM DEBT | |||
2020 | 0 | ||
2021 | 0 | ||
2022 | 52,099 | ||
2023 | 0 | ||
2024 and thereafter | 0 | ||
Total Debt | 52,099 | 50,066 | $ 50,000 |
9.25% Senior Subordinated Notes due February 2020 [Member] | |||
LONG-TERM DEBT | |||
Total Debt | 2,037 | ||
Asset Backed Credit Facility [Member] | |||
LONG-TERM DEBT | |||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 and thereafter | 0 | ||
Total Debt | 0 | ||
2017 Credit Facility [Member] | |||
LONG-TERM DEBT | |||
2020 | 3,297 | ||
2021 | 3,297 | ||
2022 | 3,297 | ||
2023 | 310,738 | ||
2024 and thereafter | 0 | ||
Total Debt | 320,629 | ||
7.375% Senior Secured Notes due April 2022 [Member] | |||
LONG-TERM DEBT | |||
2020 | 0 | ||
2021 | 0 | ||
2022 | 350,000 | ||
2023 | 0 | ||
2024 and thereafter | 0 | ||
Total Debt | $ 350,000 | $ 350,000 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) | Jan. 17, 2019 | Feb. 10, 2014 | Dec. 19, 2018 | Apr. 18, 2017 | Apr. 21, 2016 | Apr. 17, 2015 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 13, 2019 | Apr. 17, 2019 | Dec. 20, 2018 | Dec. 04, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Gross | $ 2,000,000 | $ 0 | $ 2,000,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | 9.25% | ||||||||||||||
Gain Losses on Extinguishment of Debt | $ 0 | $ (1,809,000) | ||||||||||||||
Debt Instrument, Interest Rate Terms | The 2018 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company's total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021 and 6.75 to 1.00 in 2022. As of December 31, 2019, the Company was in compliance with all of its financial covenants under the 2018 Credit Facility. | |||||||||||||||
Interest Expense, Total | $ 81,400,000 | $ 76,667,000 | ||||||||||||||
Debt Instrument Additional Interest Payment Term On Prepayment | Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company will be required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility | |||||||||||||||
Long-term Debt, Maturity Date | Dec. 31, 2022 | Dec. 31, 2022 | ||||||||||||||
Comcast Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 11,900,000 | $ 11,900,000 | $ 11,900,000 | |||||||||||||
Long-term Debt, Gross | 11,900,000 | 11,900,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.47% | |||||||||||||||
Senior Secured Notes Due 2022 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Gross | $ 350,000,000 | |||||||||||||||
Debt Instrument, Description | an original issue price of 100.0% plus accrued interest | |||||||||||||||
9.25% Senior Subordinated Notes due February 2020 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Gross | 2,000,000 | 2,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | |||||||||||||||
Gain Losses on Extinguishment of Debt | 2,800,000 | |||||||||||||||
Debt Instrument, Repurchase Amount | $ 243,000,000 | 243,000,000 | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.88% | |||||||||||||||
Write off of Deferred Debt Issuance Cost | $ 649,000 | |||||||||||||||
Premium Paid to the Bondholders | 2,100,000 | |||||||||||||||
Debt Instrument, Redemption Period, Start Date | Feb. 15, 2019 | |||||||||||||||
9.25% Senior Subordinated Notes due February 2020 [Member] | Private Offering [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Gross | $ 335,000,000 | |||||||||||||||
Debt Instrument, Periodic Payment | $ 15,500,000 | |||||||||||||||
Senior Subordinated Notes due April 2022 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Description | The 2022 Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and will mature on April 15, 2022. | |||||||||||||||
MGM National Harbor Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 50,000,000 | |||||||||||||||
Long-term Debt, Gross | 50,100,000 | $ 52,100,000 | $ 50,100,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 1,000,000 | |||||||||||||||
Long Term Debt Percentage Paid In Kind | 4.00% | |||||||||||||||
Debt Issuance Costs, Net | $ 1,700,000 | |||||||||||||||
Asset Backed Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 37,500,000 | |||||||||||||||
Letters of Credit | 848,000 | 7,500,000 | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | $ 25,000,000 | ||||||||||||||
Percentage Borrowing Of Eligible Accounts | (85.00%) | |||||||||||||||
2017 Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Covenant Compliance Description For Maintaining Interest Coverage Ratio | maintaining an interest coverage ratio of no less than:1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. | |||||||||||||||
Covenant Compliance Description For Maintaining Total Leverage Ratio | ) maintaining a senior leverage ratio of no greater than:5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter. | |||||||||||||||
Repayments of Long-term Debt, Total | $ 20,000,000 | 3,300,000 | $ 23,400,000 | |||||||||||||
Long-term Debt, Gross | $ 350,000,000 | 320,600,000 | ||||||||||||||
Debt Instrument, Description | The 2017 Credit Facility matures on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company's 2022 Notes (as defined below). At the Company's election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 6.27% for 2019 and was 6.07% for 2018.The 2017 Credit Facility is (i) guaranteed by each entity that guarantees the Company's 2022 Notes on a pari passu basis with the guarantees of the 2022 Notes and (ii) secured on a pari passu basis with the Company's 2022 Notes. The Company's obligations under the 2017 Credit Facility are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by certain notes priority collateral, and (ii) on a second priority basis by collateral for the Company's asset-backed line of credit. | |||||||||||||||
Debt Instrument, Interest Rate Terms | The 2017 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the 2022 Notes. The 2017 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company's interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00. | |||||||||||||||
2018 Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 192,000,000 | |||||||||||||||
Long-term Debt, Gross | $ 192,000,000 | $ 167,100,000 | 192,000,000 | $ 192,000,000 | ||||||||||||
Debt Instrument, Description | The 2018 Credit Facility matures on December 31, 2022 (the "Maturity Date"). Interest rates on borrowings under the 2018 Credit Facility will be either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings have been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings have been repaid. Interest payments begin on the last day of the 3-month period commencing on the Funding Date. | |||||||||||||||
Debt Instrument, Interest Rate Terms | Borrowings under the 2018 Credit Facility are subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company's total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company's existing credit facilities nor the trustee under the Company's existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfy the requirements of the definition of "Permitted Refinancing" (as defined in the agreements governing the Company's existing credit facilities) and neither of the administrative agents under the Company's existing credit facilities notifies the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). | |||||||||||||||
Interest Expense, Total | $ 3,900,000 | $ 2,900,000 | ||||||||||||||
Debt Instrument Additional Interest Payment Term On Prepayment | The term loans could have been voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium. The Company is required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company is also required to use 75% of excess cash flow ("ECF payment") as defined in the 2018 Credit Facility, which exclude any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding terms loans at par. During the year ended December 31, 2019, the Company repaid approximately $24.9 million, under the 2018 Credit Facility. Included in the repayments made during the year ended December 31, 2019 was approximately $3.5 million in ECF payments in accordance with the agreement. | |||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 3,800,000 | |||||||||||||||
2018 Credit Facility [Member] | Debt Financing Cost [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Issuance Costs, Net | $ 875,000 | |||||||||||||||
Senior Subordinated Notes Due From 2020 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 100.00% | 7.375% | ||||||||||||||
Gain Losses on Extinguishment of Debt | $ 120,000 | $ 626,000 | $ 239,000 | |||||||||||||
Debt Instrument, Repurchase Amount | $ 5,000,000 | $ 14,000,000 | $ 11,000,000 | |||||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | 97.25% | 95.125% | 97.375% |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of federal income tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | |||
Statutory federal tax expense | $ 2,714 | $ 716 | |
Effect of state taxes, net of federal benefit | 1,904 | 383 | |
Effect of state rate and tax law changes | 578 | (1,423) | |
Return to provision adjustments | (110) | 659 | |
Other permanent items | 75 | 100 | |
Non-deductible meals and entertainment | 226 | 253 | |
Impairment of long-lived intangible assets | 1,218 | 3,087 | |
Non-deductible officer's compensation | 1,781 | (561) | |
Change in valuation allowance | 24 | (125,635) | |
IRC Section 382 adjustments | 573 | (13,547) | |
NOL expirations | 1,815 | 0 | |
Stock-based compensation forfeitures and adjustments | 178 | 1,677 | |
Uncertain tax positions | (172) | (829) | |
Other | 60 | (79) | |
Income Tax Expense (Benefit), Total | $ (124,300) | $ 10,864 | $ (135,199) |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Federal: | |||
Current | $ 0 | $ 0 | |
Deferred | 5,973 | (116,316) | |
State: | |||
Current | 595 | 604 | |
Deferred | 4,296 | (19,487) | |
Income Tax Expense (Benefit), Total | $ (124,300) | $ 10,864 | $ (135,199) |
INCOME TAXES - Components of de
INCOME TAXES - Components of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 1,804,000 | $ 2,001,000 |
Accruals | 528,000 | 1,685,000 |
Fixed assets | 418,000 | 970,000 |
Stock-based compensation | 499,000 | 543,000 |
Net operating loss carryforwards | 103,700,000 | 121,562,000 |
Lease liability | 12,094,000 | |
Interest expense carryforward | 16,224,000 | 6,519,000 |
Alternative minimum tax credit | 428,000 | 856,000 |
Other | (324,000) | 1,192,000 |
Total deferred tax assets | 135,371,000 | 135,328,000 |
Valuation allowance for deferred tax assets | (249,000) | (235,000) |
Total deferred tax asset, net of valuation allowance | 135,122,000 | 135,093,000 |
Deferred tax liabilities: | ||
Intangible assets | (147,350,000) | (145,072,000) |
Right of use asset | (10,100,000) | |
Partnership interests | (1,813,000) | (1,795,000) |
Qualified film expenditures | (419,000) | (1,130,000) |
Total deferred tax liabilities | (159,682,000) | (147,997,000) |
Net deferred tax liability | $ (24,560,000) | $ (12,904,000) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | ||
Balance as of January 1 | $ 4,637 | $ 5,758 |
Additions for tax positions related to current years | 0 | 157 |
Additions (deductions) for tax positions related to prior years | 96 | (1,113) |
Deductions for tax positions as a result of tax settlements | 0 | (165) |
Balance as of December 31 | $ 4,733 | $ 4,637 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |
Deferred Tax Assets, Valuation Allowance | $ 249,000 | $ 235,000 | |
Deferred Tax Assets, Gross | 135,371,000 | 135,328,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 4,700,000 | ||
Unrecognized tax benefits increases resulting from tax rate changes and payments under state voluntary filing agreements | 96,000 | ||
Unrecognized Tax Benefits Decreases Resulting From Tax Rate Changes And Payments Under State Voluntary Filing Agreements | 1,100,000 | ||
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 0 | 157,000 | |
Deferred Tax Assets Amount of Valuation Allowance Released | 125,600,000 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | 472,500,000 | ||
Decrease in Operating Loss Carryforwards | 52,900,000 | ||
Federal [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | 733,300,000 | ||
Deferred Tax Assets, Valuation Allowance | 235,000 | ||
Deferred Tax Assets, Gross | $ 135,400,000 | ||
Decrease in Operating Loss Carryforwards | 65,600,000 | ||
Results Of Section 382 [Member] | State and Local Jurisdiction [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | $ 262,700,000 | ||
Results Of Section 382 [Member] | Federal [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards | $ 13,500,000 | $ 361,100,000 |
STOCKHOLDERS' EQUITY - Stock op
STOCKHOLDERS' EQUITY - Stock options (Details) - USD ($) | Aug. 07, 2019 | Oct. 02, 2017 | Aug. 07, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
STOCKHOLDERS' EQUITY | ||||||
Number of Options, Grants | 37,500 | 653,210 | 732,869 | |||
Number of Options, Exercised | 15,000 | 63,190 | ||||
Stock options [Member] | ||||||
STOCKHOLDERS' EQUITY | ||||||
Number of Options, Outstanding at Beginning of Year | 3,569,000 | 4,804,000 | ||||
Number of Options, Grants | 653,000 | 733,000 | ||||
Number of Options, Exercised | 15,000 | 63,000 | ||||
Number of Option, Forfeited/cancelled/expired/settled | 10,000 | 1,905,000 | ||||
Number of Options, Balance at End of Year | 4,197,000 | 3,569,000 | 4,804,000 | |||
Number of Options, Vested and expected to vest | 4,145,000 | |||||
Number of Options, Unvested | 822,000 | |||||
Number of Options, Exercisable | 3,375,000 | |||||
Weighted-Average Exercise Price, Outstanding at Beginning of Year (in dollars per share) | $ 2.12 | $ 1.89 | ||||
Weighted-Average Exercise Price, Grants (in dollars per share) | 2.17 | 1.81 | ||||
Weighted-Average Exercise Price, Exercised (in dollars per share) | 1.90 | 1.41 | ||||
Weighted-Average Exercise Price, Forfeited/cancelled/expired/settled (in dollars per share) | 1.90 | 1.43 | ||||
Weighted-Average Exercise Price, Balance at End of Year (in dollars per share) | 2.13 | $ 2.12 | $ 1.89 | |||
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | 2.13 | |||||
Weighted-Average Exercise Price, Unvested (in dollars per share) | 2.11 | |||||
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ 2.13 | |||||
Weighted-Average Remaining Contractual Term, Outstanding (in years) | 6 years 8 months 12 days | 7 years 2 months 9 days | 4 years 10 months 24 days | |||
Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 6 years 8 months 5 days | |||||
Weighted-Average Remaining Contractual Term, Unvested (in years) | 9 years 1 month 17 days | |||||
Weighted-Average Remaining Contractual Term, Exercisable (in years) | 6 years 1 month 10 days | |||||
Aggregate Intrinsic Value, Outstanding | $ 255,000 | $ 130,000 | $ 795,000 | |||
Aggregate Intrinsic Value, Vested and expected to vest | 255,000 | |||||
Aggregate Intrinsic Value, Unvested | 0 | |||||
Aggregate Intrinsic Value, Exercisable | $ 255,000 | |||||
Common Class D [Member] | Stock options [Member] | Chairperson [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
STOCKHOLDERS' EQUITY | ||||||
Number of Options, Grants | 199,836 | |||||
Common Class D [Member] | Stock options [Member] | Chairperson [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||
STOCKHOLDERS' EQUITY | ||||||
Number of Options, Grants | 210,937 | |||||
Common Class D [Member] | Stock options [Member] | Chief Executive Officer and President [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
STOCKHOLDERS' EQUITY | ||||||
Number of Options, Grants | 333,059 | |||||
Common Class D [Member] | Stock options [Member] | Chief Executive Officer and President [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||
STOCKHOLDERS' EQUITY | ||||||
Number of Options, Grants | 351,562 | |||||
Common Class D [Member] | Stock options [Member] | Chief Financial Officer [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
STOCKHOLDERS' EQUITY | ||||||
Number of Options, Grants | 114,035 | |||||
Common Class D [Member] | Stock options [Member] | Chief Financial Officer [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||
STOCKHOLDERS' EQUITY | ||||||
Number of Options, Grants | 120,370 |
STOCKHOLDERS' EQUITY - Fair val
STOCKHOLDERS' EQUITY - Fair values using BSM (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
STOCKHOLDERS' EQUITY | ||
Average risk-free interest rate | 1.84% | 2.42% |
Expected dividend yield | 0.00% | 0.00% |
Expected lives | 5 years 3 months | 6 years |
Expected volatility | 68.00% | 65.10% |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted stock grants (Details) - Restricted stock awards [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
STOCKHOLDERS' EQUITY | ||
Shares, Unvested at beginning of year | 2,124,000 | 2,303,000 |
Shares, Grants | 2,604,000 | 1,758,000 |
Shares, Vested | (2,840,000) | (1,904,000) |
Shares, Forfeited/cancelled/expired | (74,000) | (33,000) |
Shares, Unvested at end of year | 1,814,000 | 2,124,000 |
Average Fair Value at Grant Date, Unvested at beginning of year (in dollars per share) | $ 1.85 | $ 1.94 |
Average Fair Value at Grant Date, Grants (in dollars per share) | 2.16 | 1.83 |
Average Fair Value at Grant Date, Vested (in dollars per share) | 1.94 | 1.93 |
Average Fair Value at Grant Date, Forfeited/cancelled/expired (in dollars per share) | 2.19 | 1.90 |
Average Fair Value at Grant Date, Unvested at end of year (in dollars per share) | $ 2.14 | $ 1.85 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | Aug. 07, 2019shares | Jun. 17, 2019USD ($)shares | Jun. 12, 2019shares | Jun. 15, 2018USD ($)$ / sharesshares | Oct. 02, 2017shares | Aug. 07, 2017shares | Aug. 07, 2017installmentshares | Oct. 26, 2015 | Oct. 26, 2015shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017shares | May 21, 2019shares | Dec. 31, 2009shares |
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Repurchased During Period, Value | $ | $ 5,515,000 | $ 8,168,000 | ||||||||||||
Share-based Compensation, Total | $ | $ 4,784,000 | $ 4,711,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 847,030 | 269,173 | ||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 37,500 | 653,210 | 732,869 | |||||||||||
Sharebased Compensation Arrangement by Sharebased Payment Award Options exercised Number of Shares | 15,000 | 63,190 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ / shares | $ 2.17 | $ 1.81 | ||||||||||||
Restricted stock awards [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ | $ 528,000 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 month 10 days | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 2,603,567 | 1,758,428 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,604,000 | 1,758,000 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.15 | |||||||||||||
Stock options [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 653,000 | 733,000 | ||||||||||||
Employee [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 470,000 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ | $ 95,000 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 12 days | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 575,262 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 1.54 | |||||||||||||
Share based Compensation Arrangement By Share based Payment Award Restricted Stock Vested Number Of Shares | 105,262 | |||||||||||||
Number of Installments | installment | 3 | |||||||||||||
Employee [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||||||||||||
Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||||||||||||
Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||||||||||||
Non-Executive Directors | Restricted stock awards [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 23,256 | 23,256 | ||||||||||||
Non-Executive Directors | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||
Non-Executive Directors | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||
Common Class D [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Repurchased During Period, Shares | 1,709,315 | 3,377,436 | ||||||||||||
Stock Repurchased During Period, Value | $ | $ 3,500,000 | $ 7,000,000 | ||||||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 2.06 | $ 2.10 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 8,250,000 | |||||||||||||
Common Class D [Member] | Stock Plan 2009 [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,250,000 | |||||||||||||
Common Class D [Member] | Stock Vest Tax Repurchase [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Repurchased During Period, Shares | 957,895 | 612,386 | ||||||||||||
Stock Repurchased During Period, Value | $ | $ 1,900,000 | $ 1,100,000 | ||||||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 1.96 | $ 1.78 | ||||||||||||
Common Class D [Member] | 2019 Equity and Performance Incentive Plan | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,023,462 | 5,500,000 | ||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 256,579 | |||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 99,846 | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 224,654 | 270,833 | ||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Stock options [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 114,035 | |||||||||||||
Common Class D [Member] | Chief Financial Officer [Member] | Stock options [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 120,370 | |||||||||||||
Common Class D [Member] | Chief Administrative Officer [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 37,500 | |||||||||||||
Common Class D [Member] | Chairperson [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 449,630 | |||||||||||||
Common Class D [Member] | Chairperson [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 174,971 | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 393,685 | 474,609 | ||||||||||||
Common Class D [Member] | Chairperson [Member] | Stock options [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 199,836 | |||||||||||||
Common Class D [Member] | Chairperson [Member] | Stock options [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 210,937 | |||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 749,383 | |||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 791,015 | |||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Employees Stock Option [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 291,619 | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 656,142 | |||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Stock options [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 333,059 | |||||||||||||
Common Class D [Member] | Chief Executive Officer and President [Member] | Stock options [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 351,562 | |||||||||||||
Common Class D [Member] | Non-Executive Directors | Restricted stock awards [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 25,000 | 23,256 | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ | $ 50,000 | $ 50,000 | ||||||||||||
Common Class D [Member] | David Kantor [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 195,242 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 86,774 | |||||||||||||
Common Class D [Member] | David Kantor [Member] | Restricted stock awards [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 100,000 | |||||||||||||
Common Class D [Member] | David Kantor [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||||||||||||
Common Class D [Member] | David Kantor [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||||||||||||
Common Class D [Member] | David Kantor [Member] | Restricted stock awards [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | |||||||||||||
Common Class D [Member] | David Kantor [Member] | Employees Stock Option [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 300,000 | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
STOCKHOLDERS' EQUITY | ||||||||||||||
Stock Repurchased During Period, Shares | 54,896 | 4,160 | ||||||||||||
Stock Repurchased During Period, Value | $ | $ 120,000 | $ 9,000 | ||||||||||||
Repurchase Of Common Stock Price Per Share | $ / shares | $ 2.19 | $ 2.26 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Operating lease and other operating contracts and agreements obligations (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Lease Agreements, Years ending December 31: | |
2020 | $ 66,515 |
2021 | 30,054 |
2022 | 17,093 |
2023 | 11,171 |
2024 | 10,213 |
2025 and thereafter | 34,171 |
Total | 169,217 |
Other Operating Contracts and Agreement, Years ending December 31: | |
2020 | 12,845 |
2021 | 11,234 |
2022 | 10,278 |
2023 | 8,750 |
2024 | 7,578 |
2025 and thereafter | 8,490 |
Total | $ 59,175 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Radio broadcasting licenses term | 8 years |
Noncancelable operating lease term | 12 years |
Other operating contracts and agreements expiry term | 6 years |
Contractual Obligation | $ 59,175,000 |
Other Operating Contracts [Member] | |
COMMITMENTS AND CONTINGENCIES | |
Contractual Obligation | 110,100,000 |
Television Segment Certain Content Agreement [Member] | |
COMMITMENTS AND CONTINGENCIES | |
Contractual Obligation | 14,700,000 |
Employment Agreements [Member] | |
COMMITMENTS AND CONTINGENCIES | |
Contractual Obligation | 18,700,000 |
Standby Letters Of Credit [Member] | |
COMMITMENTS AND CONTINGENCIES | |
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability | $ 848,000 |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||
Net revenue | $ 105,854 | $ 111,055 | $ 121,571 | $ 98,449 | $ 113,541 | $ 110,730 | $ 115,206 | $ 99,621 | $ 436,929 | $ 439,098 |
Operating income | 12,062 | 31,117 | 29,121 | 14,796 | 9,411 | 32,101 | 24,813 | 7,315 | 87,096 | 73,640 |
Net (loss) income | (7,788) | 5,687 | 7,137 | (2,979) | 113,856 | 23,375 | 23,896 | (22,522) | ||
Consolidated net (loss) income attributable to common stockholders | $ (7,921) | $ 5,359 | $ 6,591 | $ (3,104) | $ 113,363 | $ 23,044 | $ 23,590 | $ (22,555) | $ 925 | $ 137,442 |
BASIC AND DILUTED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||||||||
Consolidated net (loss) income per share attributable to common stockholders - basic | $ (0.18) | $ 0.12 | $ 0.15 | $ (0.07) | $ 2.54 | $ 0.51 | $ 0.51 | $ (0.48) | $ 0.02 | $ 3.01 |
Consolidated net (loss) income per share attributable to common stockholders - diluted | $ (0.18) | $ 0.12 | $ 0.14 | $ (0.07) | $ 2.42 | $ 0.49 | $ 0.49 | $ (0.48) | $ 0.02 | $ 2.86 |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||||||||||
Weighted average shares outstanding - basic | 44,172,147 | 44,315,077 | 45,061,821 | 45,001,767 | 44,663,033 | 45,128,341 | 46,033,402 | 46,757,386 | 44,699,586 | 45,647,696 |
Weighted average shares outstanding -diluted | 44,172,147 | 46,118,702 | 45,701,655 | 45,001,767 | 46,874,741 | 47,462,358 | 48,438,693 | 46,757,386 | 47,921,671 | 48,000,957 |
QUARTERLY FINANCIAL DATA (UNA_4
QUARTERLY FINANCIAL DATA (UNAUDITED) - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||
Asset Impairment Charges | $ 6,800 | $ 3,800 | $ 14,700 | $ 6,600 | ||||
Operating lease interest expense | $ 1,400 | $ 1,400 | $ 1,300 | |||||
Income Tax Expense (Benefit) | $ (124,300) | $ 10,864 | $ (135,199) |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEGMENT INFORMATION | ||||||||||
Net Revenue: | $ 105,854 | $ 111,055 | $ 121,571 | $ 98,449 | $ 113,541 | $ 110,730 | $ 115,206 | $ 99,621 | $ 436,929 | $ 439,098 |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 322,248 | 311,013 | ||||||||
Depreciation and Amortization: | 16,985 | 33,189 | ||||||||
Impairment of Long-Lived Assets: | 10,600 | 21,256 | ||||||||
Operating income (loss): | 12,062 | $ 31,117 | $ 29,121 | $ 14,796 | 9,411 | $ 32,101 | $ 24,813 | $ 7,315 | 87,096 | 73,640 |
Capital expenditures by segment are as follows: | 5,145 | 7,186 | ||||||||
Total Assets: | 1,249,919 | 1,237,409 | 1,249,919 | 1,237,409 | ||||||
Radio Broadcasting | ||||||||||
SEGMENT INFORMATION | ||||||||||
Net Revenue: | 177,478 | 182,765 | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 119,878 | 117,427 | ||||||||
Depreciation and Amortization: | 3,248 | 3,484 | ||||||||
Impairment of Long-Lived Assets: | 4,800 | 21,256 | ||||||||
Operating income (loss): | 49,552 | 40,598 | ||||||||
Capital expenditures by segment are as follows: | 2,778 | 3,876 | ||||||||
Total Assets: | 721,295 | 717,400 | 721,295 | 717,400 | ||||||
Radio Broadcasting | Intersegment Eliminations [Member] | ||||||||||
SEGMENT INFORMATION | ||||||||||
Net Revenue: | (2,189) | (2,526) | ||||||||
Reach Media | ||||||||||
SEGMENT INFORMATION | ||||||||||
Net Revenue: | 44,691 | 42,984 | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 38,150 | 36,064 | ||||||||
Depreciation and Amortization: | 235 | 250 | ||||||||
Impairment of Long-Lived Assets: | 0 | 0 | ||||||||
Operating income (loss): | 6,306 | 6,670 | ||||||||
Capital expenditures by segment are as follows: | 179 | 114 | ||||||||
Total Assets: | 41,892 | 34,388 | 41,892 | 34,388 | ||||||
Digital | ||||||||||
SEGMENT INFORMATION | ||||||||||
Net Revenue: | 31,922 | 31,577 | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 31,775 | 37,617 | ||||||||
Depreciation and Amortization: | 1,877 | 1,907 | ||||||||
Impairment of Long-Lived Assets: | 5,800 | 0 | ||||||||
Operating income (loss): | (7,530) | (7,947) | ||||||||
Capital expenditures by segment are as follows: | 1,390 | 1,197 | ||||||||
Total Assets: | 22,223 | 24,389 | 22,223 | 24,389 | ||||||
Cable Television | ||||||||||
SEGMENT INFORMATION | ||||||||||
Net Revenue: | 185,027 | 184,298 | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 103,195 | 99,104 | ||||||||
Depreciation and Amortization: | 10,376 | 26,259 | ||||||||
Impairment of Long-Lived Assets: | 0 | 0 | ||||||||
Operating income (loss): | 71,456 | 58,935 | ||||||||
Capital expenditures by segment are as follows: | 207 | 570 | ||||||||
Total Assets: | 388,465 | 402,511 | 388,465 | 402,511 | ||||||
Corporate/Eliminations | ||||||||||
SEGMENT INFORMATION | ||||||||||
Net Revenue: | (2,189) | (2,526) | ||||||||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): | 29,250 | 20,801 | ||||||||
Depreciation and Amortization: | 1,249 | 1,289 | ||||||||
Impairment of Long-Lived Assets: | 0 | 0 | ||||||||
Operating income (loss): | (32,688) | (24,616) | ||||||||
Capital expenditures by segment are as follows: | 591 | 1,429 | ||||||||
Total Assets: | $ 76,044 | $ 58,721 | $ 76,044 | $ 58,721 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 15, 2020 | Mar. 13, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 27, 2020 | Mar. 31, 2020 | Mar. 19, 2020 |
Subsequent Event [Line Items] | ||||||||
Interest expense paid | $ 81,400 | $ 76,667 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest expense paid | $ 12,900 | |||||||
Cash on hand | $ 54,700 | $ 66,400 | ||||||
Subsequent Event [Member] | Common Class A and D [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Repurchase Of Common Stock Authorized Value | $ 2,600 | |||||||
Subsequent Event [Member] | Common Stock Class D [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Repurchase Of Common Stock Value | $ 1,100 | |||||||
Repurchase Of Common Stock Shares | 697,801 | |||||||
Repurchase Of Common Stock Price Per Share | $ 1.65 | |||||||
Subsequent Event [Member] | Asset Backed Credit Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount borrowed on our asset backed credit facility | $ 27,500 | |||||||
Subsequent Event [Member] | 7.375% Senior Secured Notes due April 2022 [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Doubtful Accounts [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Year | $ 8,249 | $ 8,071 |
Additions Charged to Expense | 1,370 | 1,034 |
Acquired from Acquisitions | 0 | 0 |
Deductions | 2,203 | 856 |
Balance at End of Year | 7,416 | 8,249 |
Valuation Allowance for Deferred Tax Assets [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Year | 235 | 125,870 |
Additions Charged to Expense | 14 | 0 |
Acquired from Acquisitions | 0 | 0 |
Deductions | 0 | 125,635 |
Balance at End of Year | $ 249 | $ 235 |