Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 03, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | URBAN ONE, INC. | |
Entity Central Index Key | 1,041,657 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | UONE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,663,632 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,861,843 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,928,906 | |
Common Class D [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 40,864,139 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
NET REVENUE | $ 101,289 | $ 109,088 |
OPERATING EXPENSES: | ||
Programming and technical | 31,897 | 34,003 |
Selling, general and administrative, including stock-based compensation of $64 and $87, respectively | 34,519 | 35,536 |
Corporate selling, general and administrative, including stock-based compensation of $69 and $685, respectively | 10,108 | 12,059 |
Depreciation and amortization | 8,312 | 8,682 |
Total operating expenses | 84,836 | 90,280 |
Operating income | 16,453 | 18,808 |
INTEREST INCOME | 103 | 68 |
INTEREST EXPENSE | 20,346 | 20,638 |
OTHER INCOME, net | (1,321) | (11) |
Loss before provision for income taxes and noncontrolling interests in (loss) income of subsidiaries | (2,469) | (1,751) |
(BENEFIT FROM) PROVISION FOR INCOME TAXES | (112) | 1,775 |
CONSOLIDATED NET LOSS | (2,357) | (3,526) |
NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (44) | 421 |
CONSOLIDATED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (2,313) | $ (3,947) |
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Net loss attributable to common stockholders (in dollars per share) | $ (0.05) | $ (0.08) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic and diluted (in shares) | 47,965,189 | 48,664,524 |
CONSOLIDATED STATEMENTS OF OPE3
CONSOLIDATED STATEMENTS OF OPERATIONS [Parenthetical] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Selling, General and Administrative Expenses [Member] | ||
Allocated Share-based Compensation Expense | $ 64 | $ 87 |
Corporate Segment [Member] | ||
Allocated Share-based Compensation Expense | $ 69 | $ 685 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
COMPREHENSIVE LOSS | $ (2,357) | $ (3,526) |
LESS: COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (44) | 421 |
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (2,313) | $ (3,947) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 39,898 | $ 45,812 |
Restricted cash | 969 | 969 |
Trade accounts receivable, net of allowance for doubtful accounts of $7,272 and $6,991, respectively | 104,496 | 104,351 |
Prepaid expenses | 11,954 | 7,902 |
Current portion of content assets | 40,624 | 35,854 |
Other current assets | 3,351 | 4,772 |
Total current assets | 201,292 | 199,660 |
CONTENT ASSETS, net | 67,171 | 66,822 |
PROPERTY AND EQUIPMENT, net | 24,137 | 24,851 |
GOODWILL | 258,284 | 258,284 |
RADIO BROADCASTING LICENSES | 641,192 | 643,449 |
OTHER INTANGIBLE ASSETS, net | 110,008 | 116,600 |
OTHER ASSETS | 50,710 | 49,120 |
Total assets | 1,352,794 | 1,358,786 |
CURRENT LIABILITIES: | ||
Accounts payable | 7,225 | 7,555 |
Accrued interest | 15,820 | 16,691 |
Accrued compensation and related benefits | 8,963 | 15,199 |
Current portion of content payables | 22,247 | 22,872 |
Other current liabilities | 29,824 | 26,647 |
Current portion of long-term debt | 3,500 | 3,500 |
Total current liabilities | 87,579 | 92,464 |
LONG-TERM DEBT, net of current portion, original issue discount and issuance costs | 1,003,206 | 1,002,736 |
CONTENT PAYABLES, net of current portion | 17,719 | 16,135 |
OTHER LONG-TERM LIABILITIES | 33,568 | 33,434 |
DEFERRED TAX LIABILITIES, net | 272,577 | 272,733 |
Total liabilities | 1,414,649 | 1,417,502 |
REDEEMABLE NONCONTROLLING INTERESTS | 11,621 | 12,410 |
STOCKHOLDERS’ EQUITY: | ||
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at March 31, 2017 and December 31, 2016, respectively | 0 | 0 |
Additional paid-in capital | 981,651 | 981,688 |
Accumulated deficit | (1,055,176) | (1,052,863) |
Total stockholders’ deficit | (73,476) | (71,126) |
Total liabilities, redeemable noncontrolling interests and stockholders’ deficit | 1,352,794 | 1,358,786 |
Common Class A [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock value | 2 | 2 |
Common Class B [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock value | 3 | 3 |
Common Class C [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock value | 3 | 3 |
Common Class D [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock value | $ 41 | $ 41 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts receivable (in dollars) | $ 7,272 | $ 6,991 |
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 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 | 1,663,632 | 1,693,099 |
Common stock, shares outstanding | 1,663,632 | 1,693,099 |
Common 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 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 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 | 40,871,838 | 41,159,474 |
Common stock, shares outstanding | 40,871,838 | 41,159,474 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Common Class C [Member] | Common Class D [Member] | Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
BALANCE at Dec. 31, 2016 | $ (71,126) | $ 2 | $ 3 | $ 3 | $ 41 | $ 0 | $ 981,688 | $ (1,052,863) |
Consolidated net loss | (2,313) | 0 | 0 | 0 | 0 | 0 | 0 | (2,313) |
Repurchase of 317,103 shares of Class D common stock | (915) | 0 | 0 | 0 | 0 | 0 | (915) | 0 |
Conversion of 29,467 shares of Class A common stock to Class D common stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Adjustment of redeemable noncontrolling interests to estimated redemption value | 745 | 0 | 0 | 0 | 0 | 0 | 745 | 0 |
Stock-based compensation expense | 133 | 0 | 0 | 0 | 0 | 0 | 133 | 0 |
BALANCE at Mar. 31, 2017 | $ (73,476) | $ 2 | $ 3 | $ 3 | $ 41 | $ 0 | $ 981,651 | $ (1,055,176) |
CONSOLIDATED STATEMENT OF CHAN8
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT [Parenthetical] | 3 Months Ended |
Mar. 31, 2017shares | |
Common Stock Class D [Member] | |
Stock Repurchased During Period, Shares | 317,103 |
Convertible shares, Class A to Class D [Member] | |
Conversion Of Stock, Shares Converted | 29,467 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (2,357) | $ (3,526) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 8,312 | 8,682 |
Amortization of debt financing costs | 1,366 | 1,282 |
Amortization of content assets | 11,179 | 13,484 |
Amortization of launch assets | 51 | 20 |
Deferred income taxes | (156) | 1,671 |
Stock-based compensation | 133 | 772 |
Effect of change in operating assets and liabilities, net of assets acquired: | ||
Trade accounts receivable | (145) | 4,539 |
Prepaid expenses and other assets | (3,026) | (1,102) |
Other assets | 1,167 | 25 |
Accounts payable | (330) | 202 |
Accrued interest | (871) | (1,291) |
Accrued compensation and related benefits | (6,236) | (3,414) |
Other liabilities | 3,587 | 5,730 |
Payments for content assets | (15,339) | (16,910) |
Net cash flows (used in) provided by operating activities | (2,665) | 10,164 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,459) | (1,249) |
Acquisition of station and broadcasting assets | 0 | (2,000) |
Net cash flows used in investing activities | (1,459) | (3,249) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of credit facility | (875) | (875) |
Debt refinancing costs | 0 | (100) |
Repurchase of common stock | (915) | (649) |
Net cash flows used in financing activities | (1,790) | (1,624) |
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (5,914) | 5,291 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 46,781 | 67,376 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 40,867 | 72,667 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 19,852 | 20,646 |
Income taxes, net of refunds | $ 167 | $ 105 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (a) Organization Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise that is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of March 31, 2017, we owned and/or operated 55 broadcast stations located in 15 urban markets in the United States. While our primary source of revenue is the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate as the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include our ownership interest of TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0 Effective May 5, 2017, the Company changed its corporate name from “Radio One, Inc.” to “Urban One, Inc.” to have a name more reflective of our multi-media business operations. Our core radio broadcasting franchise will continue to operate under the brand “Radio One.” We will also retain our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 Segment Information (b) Interim Financial Statements The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the financial statements and notes thereto included in the Company’s 2016 Annual Report on Form 10-K. (c) Financial Instruments Financial instruments as of March 31, 2017, and December 31, 2016, consisted of cash and cash equivalents, investments, trade accounts receivable, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of March 31, 2017, and December 31, 2016, except for the Company’s outstanding senior subordinated notes and secured notes. The 9.25 315.0 305.6 283.5 7.375 350.0 365.8 344.8 350.0 343.9 344.8 346.5 346.5 11.9 11.9 11.9 Subsequent Events (d) Revenue Recognition Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising when a commercial is broadcast, and the revenue is reported net of agency and outside sales representative commissions, in accordance with Accounting Standards Codification (“ASC”) 605, “ Revenue Recognition 5.7 6.3 Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and expertise. In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue. TV One derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. TV One also derives revenue from affiliate fees under the terms of various affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. For our cable television segment, agency and outside sales representative commissions were approximately $ 3.9 4.2 (e) Launch Support TV One has entered into certain affiliate agreements requiring various payments by TV One for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue. TV One did not pay any launch support for carriage initiation during the three months ended March 31, 2017 or March 31, 2016. The weighted-average amortization period for launch support is approximately 9.4 7.8 8.0 51,000 20,000 (f) Barter Transactions For barter transactions, the Company provides advertising time in exchange for programming content and certain services and accounts for these exchanges in accordance with ASC 605, “ Revenue Recognition For the three months ended March 31, 2017 and 2016, barter transaction revenues were $ 501,000 608,000 460,000 567,000 41,000 41,000 (g) Earnings Per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. Three Months Ended March 31, 2017 2016 (Unaudited) Numerator: Net loss attributable to common stockholders $ (2,313) $ (3,947) Denominator: Denominator for basic net loss per share - weighted-average outstanding shares 47,965,189 48,664,524 Effect of dilutive securities: Stock options and restricted stock - - Denominator for diluted net loss per share - weighted-average outstanding shares 47,965,189 48,664,524 Net loss attributable to common stockholders per share basic and diluted $ (0.05) $ (0.08) Three Months Ended March 31, 2017 2016 (Unaudited) (In thousands) Stock options 3,600 3,656 Restricted stock awards 364 1,021 (h) Fair Value Measurements We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 : Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at 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. Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of March 31, 2017 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,006 $ $ $ 28,006 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 11,621 $ $ $ 11,621 As of December 31, 2016 Liabilities subject to fair value measurement: Employment agreement award (a) $ 26,965 $ $ $ 26,965 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 12,410 $ $ $ 12,410 (a) Pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) was eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4 , (b) 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. Employment Redeemable Agreement Noncontrolling Award Interests (In thousands) Balance at December 31, 2016 $ 26,965 $ 12,410 Net loss attributable to noncontrolling interests (44) Change in fair value 1,041 (745) Balance at March 31, 2017 $ 28,006 $ 11,621 The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date $ (1,041) $ March 31, 2017 and 2016 . As of As of March 31, December 2017 31, 2016 Significant Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Employment agreement award Discounted Cash Flow Discount Rate 11.0 % 11.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.5 % 2.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 10.5 % 10.5 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 1.0 % 1.0 % Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements. Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. The Company concluded these assets were not impaired during the three months ended March 31, 2017, and March 31, 2016 , and, therefore, were reported at carrying value. (i) Impact of Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with In August 2014, the FASB issued ASU 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, “ Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements 421,000 In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718) In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU 2016-18, “ Restricted Cash In January 2017, the FASB issued ASU 2017-04, “ Intangibles Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment (j) Redeemable noncontrolling interest Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital. (k) Investments Cost Method On April 10, 2015, the Company made an initial minimum investment of $ 5 40 35 Our investment entitles us to an annual cash distribution based on net gaming revenue. (l) Content Assets TV One has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to ten years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing. Acquired content is generally amortized on a straight-line method over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). Content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated advertising and affiliate revenues for the current period represent in relation to the estimated remaining total lifetime revenues. Acquired program rights are recorded at the lower of unamortized cost or estimated net realizable value. Estimated net realizable values are based on the estimated revenues associated with the program materials and related expenses. The Company did not record any additional amortization expense as a result of evaluating its contracts for recoverability for the three months ended March 31, 2017, and recorded an impairment and additional amortization expense of approximately $ 1.9 Tax incentives state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs. (m) Derivatives The Company recognizes all derivatives at fair value 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. The Company has accounted for the Employment Agreement Award as a derivative instrument in accordance with ASC 815, “Derivatives and Hedging.” 28.0 27.0 1.0 2.3 quarters ended March 31, 2017 and 2016, respectively The Company’s obligation to pay the Employment Agreement Award was triggered after the Company’s recovery of the aggregate amount of its capital contribution in TV One before the buyout of its partner and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. The Compensation Committee of the Board of Directors of the Company has approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. While a new Employment Agreement has not been executed as of the date of this report, the CEO is being compensated according to the new terms approved by the Compensation Committee. (n) Related Party Transactions Reach Media operates the Tom Joyner Fantastic Voyage, a fundraising event for the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The terms of the agreement are that Reach Media provides all necessary operations for the Fantastic Voyage, that the Foundation reimburse the Company for all related expenses, and that the Foundation pay a fee plus a performance bonus to Reach Media. 1.0 2.3 426,000 Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation, and to Tom Joyner, LTD. (“Limited”), Tom Joyner’s production company. Such services are provided to the Foundation and to Limited on a pass-through basis at cost. Additionally, from time to time, the Foundation and Limited reimburse Reach Media for expenditures paid on their behalf at Reach Media related events. Under these arrangements, as of March 31, 2017, the Foundation and Limited owed $ 14,000 2,000 3,000 11,000 |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions Disclosures [Text Block] | 2. ACQUISITIONS AND DISPOSITIONS: On October 20, 2011, we entered into a time brokerage agreement (“TBA”) with WGPR, Inc. (“WGPR”). Pursuant to the TBA, beginning October 24, 2011, we began to broadcast programs produced, owned or acquired by the Company on WGPR’s Detroit radio station, WGPR-FM. We pay certain operating costs of WGPR-FM, and in exchange we retain all revenues from the sale of the advertising within the programming we provide. 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. Under the terms of the TBA, WGPR has also granted us certain rights of first negotiation and first refusal with respect to the sale of WGPR-FM by WGPR and with respect to any potential time brokerage agreement for WGPR-FM covering any time period subsequent to the term of the TBA. On November 12, 2015, the Company entered into a two-station local marketing agreement (“LMA”) with Wilks Broadcasting Group for 95.5 FM-WZOH and 107.1 FM-WHOK. While under the LMA, the stations were a variable interest entity (“VIE”) for which we were not the primary beneficiary based on the fact that we did not have the power to direct the activities of the VIE that most significantly impacted its economic performance. The Company also entered into an asset purchase agreement to acquire the stations. This acquisition doubled the size of the previously two-station urban music cluster in Columbus, Ohio. The Company completed the acquisition of the stations on February 3, 2016, and as a result of the acquisition, the stations are no longer treated as a VIE. Total consideration paid was approximately $ 2.0 1.5 861,000 84,000 443,000 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 2.1 2.2 Subsequent Events. |
GOODWILL AND RADIO BROADCASTING
GOODWILL AND RADIO BROADCASTING LICENSES | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 3. GOODWILL AND RADIO BROADCASTING LICENSES: Impairment Testing In accordance with ASC 350, “Intangibles - Goodwill and Other,” Valuation of Broadcasting Licenses We did not identify any impairment indicators for the three months ended March 31, 2017 or 2016. Valuation of Goodwill We did not identify any impairment indicators for the three months ended March 31, 2017 or 2016 at any of our four reportable segments. Goodwill Valuation Results The table below presents the changes in Company’s goodwill carrying values for its four reportable segments. Radio Reach Cable Broadcasting Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 154,863 $ 30,468 $ 23,004 $ 165,044 $ 373,379 Accumulated impairment losses (84,436) (16,114) (14,545) (115,095) Net goodwill at March 31, 2017 $ 70,427 $ 14,354 $ 8,459 $ 165,044 $ 258,284 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | debt consisted of the following: March 31, 2017 December 31, 2016 (Unaudited) (In thousands) 2015 Credit Facility $ 343,875 $ 344,750 9.25% Senior Subordinated Notes due February 2020 315,000 315,000 7.375% Senior Secured Notes due April 2022 350,000 350,000 Comcast Note due April 2019 11,872 11,872 Total debt 1,020,747 1,021,622 Less: current portion of long-term debt 3,500 3,500 Less: original issue discount and issuance costs 14,041 15,386 Long-term debt, net $ 1,003,206 $ 1,002,736 2022 Notes and 2015 Credit Facilities On April 17, 2015, the Company closed a private offering of $ 350.0 7.375 April 15, 2022 7.375 350.0 The 2015 Credit Facility was scheduled to mature on December 31, 2018. At the Company’s election, the interest rate on borrowings under the 2015 Credit Facility was based on either (i) the then applicable base rate plus 3.5% (as defined in the 2015 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) a rate of 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, and (c) the one-month LIBOR commencing on such day plus 1.00%), or (ii) the then applicable LIBOR plus 4.5% (as defined in the 2015 Credit Facility). The average interest rate was approximately 5.28% for 2017 and 5.11% for 2016. Quarterly installments of 0.25%, or $875,000, of the principal balance on the term loan were payable on the last day of each March, June, September and December beginning on September 30, 2015. During each of the three month periods ended March 31, 2017 and March 31, 2016, the Company repaid $875,000 under the 2015 Credit Facility. See Note 9 Subsequent Events. In connection with the closing of the 2022 Notes and the 2015 Credit Facility, 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, along with term loan borrowings under the 2015 Credit Facility, to refinance a previous credit agreement, refinance the TV One Notes, 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 2015 Credit Facility contained affirmative and negative covenants that the Company was required to comply with, including: (a) · 1.25 to 1.00 on June 30, 2015 and the last day of each fiscal quarter thereafter. (b) · 5.85 to 1.00 on June 30, 2015 and the last day of each fiscal quarter thereafter. (c) limitations on: · liens; · sale of assets; · payment of dividends; and · mergers. As of March 31, 2017, the Company was in compliance with all of its financial covenants under the 2015 Credit As of March 31, 2017, the Company had outstanding approximately $ 343.9 The original issue discount was 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. 1.4 1.3 On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of March 31, 2017, the Company had letters of credit totaling $ 815,000 Senior Subordinated Notes On February 10, 2014, the Company closed a private placement offering of $ 335.0 9.25 February 15, 2020 9.25 15.5 August 15, 2014 14.6 20 86 2.6 315.0 The indenture that governs the 2020 Notes contains covenants that restrict, among other things, the ability of the Company to incur additional debt, purchase common stock, make capital expenditures, make investments or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets, or merge, consolidate or sell all or substantially all of its assets. TV One Senior Secured Notes TV One issued $ 119.0 10.0 Comcast Note The Company also has outstanding a senior unsecured promissory note in the aggregate principal amount of approximately $ 11.9 10.47 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 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 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. The ABL Facility matures on the earlier to occur of: (a) the date that is five (5) years from the effective date of the ABL Facility and (b) the date that is thirty (30) days prior to the earlier to occur of (i) the “Term Loan Maturity Date” of the Company’s existing term loan, and (ii) the “Stated Maturity” of the Company’s existing notes. As of the effective date of the ABL Facility, the “Term Loan Maturity Date” is December 31, 2018, and the “Stated Maturity” is April 15, 2022. 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. 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, 2020 Notes and the Company’s obligations under the 2015 Credit Facility. 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 2015 Credit Facility and the Company’s 2020 Notes. The 2022 Notes and related guarantees are equally and ratably secured by the same collateral securing the 2015 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 has the Comcast Note which is a general but senior unsecured obligation of the Company. 9.25% Senior Subordinated 7.375% Senior Comcast Note 2015 Notes due Secured Notes due due April 2019 Credit Facility February 2020 April 2022 Total (In thousands) April December 2017 $ $ 2,625 $ $ $ 2,625 2018 341,250 341,250 2019 11,872 11,872 2020 315,000 315,000 2021 2022 and thereafter 350,000 350,000 Total Debt $ 11,872 $ 343,875 $ 315,000 $ 350,000 $ 1,020,747 See Note 9 Subsequent Events |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 5. INCOME TAXES: The Company recorded a tax benefit of $ 112,000 2.5 4.5 Interim Reporting As of March 31, 2017, the Company continues to maintain a full valuation allowance on its deferred tax assets for substantially all entities and jurisdictions, for its net deferred tax assets, but excludes deferred tax liabilities related to indefinite-lived intangible assets. In accordance with ASC 740, “ Accounting for Income Taxes |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 6. STOCKHOLDERS’ EQUITY: Stock Repurchase Program In December 2015, the Company’s Board of Directors authorized a repurchase of shares of the Company’s Class A and Class D common stock (the “December 2015 Repurchase Authorization”). Under the December 2015 Repurchase Authorization, the Company is authorized, but is not obligated, to repurchase up to $ 3.5 7.0 7.0 60,566 81,000 1.34 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 (as defined below) 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 three months ended March 31, 2017, the Company executed a Stock Vest Tax Repurchase of 317,103 915,000 2.89 330,111 568,000 1.72 Stock Option and Restricted Stock Grant Plan A stock option and restricted stock plan (“the 2009 Stock Plan”) was 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 7,000,000 1,000,000 8,250,000 7,932,932 On October 26, 2015, the Compensation Committee awarded David Kantor, Chief Executive Officer, Radio Division, 100,000 300,000 Stock-based compensation expense for the three months ended March 31, 2017 and 2016, was $ 133 772 The Company did March 31, 2017, Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Term Intrinsic Options Exercise Price (In Years) Value Outstanding at December 31, 2016 3,700,000 $ 2.03 4.21 $ 3,675,000 Grants $ Exercised $ Forfeited/cancelled/expired 100,000 $ 7.50 Balance as of March 31, 2017 3,600,000 $ 1.88 4.08 $ 5,110,000 Vested and expected to vest at March 31, 2017 3,559,000 $ 1.88 4.03 $ 5,060,000 Unvested at March 31, 2017 250,000 $ 2.12 8.55 $ 300,000 Exercisable at March 31, 2017 3,350,000 $ 1.86 3.75 $ 4,810,000 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 three months ended March 31, 2017, 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 options on March 31, 2017. This amount changes based on the fair market value of the Company’s stock. There were no options exercised and no options vested during the three months ended March 31, 2017 and 2016. As of March 31, 2017, $ 40,000 1 1.32 The Company did not grant shares of restricted stock during the three months ended March 31, 2017 and 2016. Average Fair Value at Grant Shares Date Unvested at December 31, 2016 358,000 $ 2.31 Grants $ Vested 11,000 $ 1.49 Forfeited/cancelled/expired $ Unvested at March 31, 2017 347,000 $ 2.33 Restricted stock grants were and are included in the Company’s outstanding share numbers on the effective date of grant. As of March 31, 2017, $ 90,000 1.1 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 7. SEGMENT INFORMATION: The Company has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the Tom Joyner Morning Show and related activities and operations of other 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 TV One’s results of operations. Corporate/Eliminations/Other 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 Three Months Ended March 31, 2017 2016 (Unaudited) (In thousands) (As reclassified) Net Revenue: Radio Broadcasting $ 39,737 $ 42,733 Reach Media 7,663 10,454 Digital 5,506 6,481 Cable Television 48,554 49,474 Corporate/Eliminations/Other* (171) (54) Consolidated $ 101,289 $ 109,088 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 26,317 $ 27,423 Reach Media 7,915 8,446 Digital 6,644 6,238 Cable Television 29,187 30,877 Corporate/Eliminations/Other 6,461 8,614 Consolidated $ 76,524 $ 81,598 Depreciation and Amortization: Radio Broadcasting $ 957 $ 1,144 Reach Media 54 42 Digital 341 444 Cable Television 6,561 6,553 Corporate/Eliminations/Other 399 499 Consolidated $ 8,312 $ 8,682 Operating income (loss): Radio Broadcasting $ 12,463 $ 14,166 Reach Media (306) 1,966 Digital (1,479) (201) Cable Television 12,806 12,044 Corporate/Eliminations/Other (7,031) (9,167) Consolidated $ 16,453 $ 18,808 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (171) $ (54) Capital expenditures by segment are as follows: Radio Broadcasting $ 1,025 $ 403 Reach Media 46 117 Digital 186 462 Cable Television 96 108 Corporate/Eliminations/Other 106 159 Consolidated $ 1,459 $ 1,249 March 31, 2017 December 31, 2016 (Unaudited) (In thousands) Total Assets: Radio Broadcasting $ 776,377 $ 781,450 Reach Media 40,974 37,192 Digital 16,408 17,749 Cable Television 446,852 446,880 Corporate/Eliminations/Other 72,183 75,515 Consolidated $ 1,352,794 $ 1,358,786 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 8. COMMITMENTS AND CONTINGENCIES: Royalty Agreements The Company has historically entered into fixed and variable fee music license agreements with performance rights organizations including the Society of European Stage Authors and Composers (“SESAC”), American Society of Composers, Authors and Publishers (“ASCAP”) and Broadcast Music, Inc. (“BMI”). Our ASCAP and BMI licenses expired December 31, 2016. The expirations were an industry wide issue. The Company has authorized the Radio Music License Committee (the “RMLC”) to negotiate on its behalf with respect to its licenses with SESAC, ASCAP and BMI including the ASCAP and BMI licenses that expired December 31, 2016. The RMLC negotiated a new 5 1.7 2.6 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. Off-Balance Sheet Arrangements On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of March 31, 2017, the Company had letters of credit totaling $ 815,000 Noncontrolling Interest Shareholders’ Put Rights Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have 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”). Beginning in 2018, 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENTS: On April 4, 2017, the Company entered into an agreement to sell its Detroit WCHB-AM station to a third party for approximately $2 million. As a result of the pending sale, the identified assets have been classified as held for sale in the consolidated balance sheet as of March 31, 2017. The combined net carrying value of approximately $2.8 million, for the assets held for sale is included in the other assets classification. On April 18, 2017, the Company closed on 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 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 either of the Company’s 2022 Notes or the Company’s 2020 Notes. 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 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 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. 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 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 existing senior secured credit facility and the agreement governing such credit facility (the “2015 Credit Agreement”) was terminated on April 18, 2017. Future scheduled minimum principal payments of debt as of the date of this filing, are as follows: Comcast Note 2017 9.25% Senior 7.375% Senior Total (In thousands) April December 2017 $ $ 2,625 $ $ $ 2,625 2018 3,500 3,500 2019 11,872 3,500 15,372 2020 3,500 315,000 318,500 2021 3,500 3,500 2022 and thereafter 333,375 350,000 683,375 Total Debt $ 11,872 $ 350,000 $ 315,000 $ 350,000 $ 1,026,872 On April 20, 2017, the Company announced it had entered into an agreement for the acquisition of Red Zebra Broadcasting’s WWXT-FM and WXGI-AM stations. With this acquisition, the Company will expand its Washington, DC market and diversify its Richmond market. DC’s WMMJ MAJIC 102.3 FM programming will be simulcast on WWXT 92.7 FM which is expected to grow its listenership. In Richmond, the Company will diversify its all-music cluster and maintain the sports radio format of WXGI 950 AM and simulcast the new Richmond ESPN Radio on 1240 AM and 102.7 FM. Local marketing agreements for both stations were effective as of May 1, 2017. The acquisition is anticipated to close by the end of June, subject to FCC approval. On April 28, 2017, the Company acquired certain assets constituting the websites and brands Bossip, HipHopWired and MadameNoire from Moguldom Media Group, LLC. The assets will be integrated into the Company’s digital segment. The consideration for the assets was a $5 million payment at closing, with further potential earn-out payments of up to $5 million over the next 4 years contingent upon on performance. On May 2, 2017, the Company closed on its previously announced sale of certain land, towers and equipment to a third party for $25 million. Also, as previously announced, as of May 1, 2017, the Company is leasing certain of the assets back from the buyer as a part of its normal operations. Effective May 5, 2017, the Company changed its corporate name from “Radio One, Inc.” to “Urban One, Inc.” to have a name more reflective of its multi-media business operations. The Company’s core radio broadcasting franchise will continue to operate under the brand “Radio One.” We will also retain our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences. |
ORGANIZATION AND SUMMARY OF S19
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | (a) Organization Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise that is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of March 31, 2017, we owned and/or operated 55 broadcast stations located in 15 urban markets in the United States. While our primary source of revenue is the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate as the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include our ownership interest of TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0 Effective May 5, 2017, the Company changed its corporate name from “Radio One, Inc.” to “Urban One, Inc.” to have a name more reflective of our multi-media business operations. Our core radio broadcasting franchise will continue to operate under the brand “Radio One.” We will also retain our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences. As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 Segment Information |
Basis of Accounting, Policy [Policy Text Block] | (b) Interim Financial Statements The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the financial statements and notes thereto included in the Company’s 2016 Annual Report on Form 10-K. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | (c) Financial Instruments Financial instruments as of March 31, 2017, and December 31, 2016, consisted of cash and cash equivalents, investments, trade accounts receivable, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of March 31, 2017, and December 31, 2016, except for the Company’s outstanding senior subordinated notes and secured notes. The 9.25 315.0 305.6 283.5 7.375 350.0 365.8 344.8 350.0 343.9 344.8 346.5 346.5 11.9 11.9 11.9 Subsequent Events |
Revenue Recognition, Policy [Policy Text Block] | (d) Revenue Recognition Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising when a commercial is broadcast, and the revenue is reported net of agency and outside sales representative commissions, in accordance with Accounting Standards Codification (“ASC”) 605, “ Revenue Recognition 5.7 6.3 Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and expertise. In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue. TV One derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. TV One also derives revenue from affiliate fees under the terms of various affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. For our cable television segment, agency and outside sales representative commissions were approximately $ 3.9 4.2 |
Launch Support [Policy Text Block] | (e) Launch Support TV One has entered into certain affiliate agreements requiring various payments by TV One for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue. TV One did not pay any launch support for carriage initiation during the three months ended March 31, 2017 or March 31, 2016. The weighted-average amortization period for launch support is approximately 9.4 7.8 8.0 51,000 20,000 |
Advertising Barter Transactions, Policy [Policy Text Block] | (f) Barter Transactions For barter transactions, the Company provides advertising time in exchange for programming content and certain services and accounts for these exchanges in accordance with ASC 605, “ Revenue Recognition For the three months ended March 31, 2017 and 2016, barter transaction revenues were $ 501,000 608,000 460,000 567,000 41,000 41,000 |
Earnings Per Share, Policy [Policy Text Block] | (g) Earnings Per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. Three Months Ended March 31, 2017 2016 (Unaudited) Numerator: Net loss attributable to common stockholders $ (2,313) $ (3,947) Denominator: Denominator for basic net loss per share - weighted-average outstanding shares 47,965,189 48,664,524 Effect of dilutive securities: Stock options and restricted stock - - Denominator for diluted net loss per share - weighted-average outstanding shares 47,965,189 48,664,524 Net loss attributable to common stockholders per share basic and diluted $ (0.05) $ (0.08) Three Months Ended March 31, 2017 2016 (Unaudited) (In thousands) Stock options 3,600 3,656 Restricted stock awards 364 1,021 |
Fair Value Measurement, Policy [Policy Text Block] | (h) Fair Value Measurements We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 : Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at 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. Total Level 1 Level 2 Level 3 (Unaudited) (In thousands) As of March 31, 2017 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,006 $ $ $ 28,006 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 11,621 $ $ $ 11,621 As of December 31, 2016 Liabilities subject to fair value measurement: Employment agreement award (a) $ 26,965 $ $ $ 26,965 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 12,410 $ $ $ 12,410 (a) Pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) was eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4 , (b) 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. Employment Redeemable Agreement Noncontrolling Award Interests (In thousands) Balance at December 31, 2016 $ 26,965 $ 12,410 Net loss attributable to noncontrolling interests (44) Change in fair value 1,041 (745) Balance at March 31, 2017 $ 28,006 $ 11,621 The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date $ (1,041) $ March 31, 2017 and 2016 . As of As of March 31, December 2017 31, 2016 Significant Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Employment agreement award Discounted Cash Flow Discount Rate 11.0 % 11.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.5 % 2.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 10.5 % 10.5 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 1.0 % 1.0 % Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements. Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. The Company concluded these assets were not impaired during the three months ended March 31, 2017, and March 31, 2016 , and, therefore, were reported at carrying value. |
New Accounting Pronouncements, Policy [Policy Text Block] | (i) Impact of Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with In August 2014, the FASB issued ASU 2014-15, “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, “ Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements 421,000 In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718) In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU 2016-18, “ Restricted Cash In January 2017, the FASB issued ASU 2017-04, “ Intangibles Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment |
Redeemable Noncontrolling Interest Policy [Policy Text Block] | (j) Redeemable noncontrolling interest Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital. |
Investment, Policy [Policy Text Block] | (k) Investments Cost Method On April 10, 2015, the Company made an initial minimum investment of $ 5 40 35 Our investment entitles us to an annual cash distribution based on net gaming revenue. |
Content Assets [Policy Text Block] | (l) Content Assets TV One has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to ten years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing. Acquired content is generally amortized on a straight-line method over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). Content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated advertising and affiliate revenues for the current period represent in relation to the estimated remaining total lifetime revenues. Acquired program rights are recorded at the lower of unamortized cost or estimated net realizable value. Estimated net realizable values are based on the estimated revenues associated with the program materials and related expenses. The Company did not record any additional amortization expense as a result of evaluating its contracts for recoverability for the three months ended March 31, 2017, and recorded an impairment and additional amortization expense of approximately $ 1.9 Tax incentives state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs. |
Derivatives, Policy [Policy Text Block] | (m) Derivatives 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. The Company has accounted for the Employment Agreement Award as a derivative instrument in accordance with ASC 815, “Derivatives and Hedging.” 28.0 27.0 1.0 2.3 quarters ended March 31, 2017 and 2016, respectively The Company’s obligation to pay the Employment Agreement Award was triggered after the Company’s recovery of the aggregate amount of its capital contribution in TV One before the buyout of its partner and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. The Compensation Committee of the Board of Directors of the Company has approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. While a new Employment Agreement has not been executed as of the date of this report, the CEO is being compensated according to the new terms approved by the Compensation Committee. |
Related Party Transactions [Policy Text Block] | (n) Related Party Transactions Reach Media operates the Tom Joyner Fantastic Voyage, a fundraising event for the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The terms of the agreement are that Reach Media provides all necessary operations for the Fantastic Voyage, that the Foundation reimburse the Company for all related expenses, and that the Foundation pay a fee plus a performance bonus to Reach Media. 1.0 2.3 426,000 Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation, and to Tom Joyner, LTD. (“Limited”), Tom Joyner’s production company. Such services are provided to the Foundation and to Limited on a pass-through basis at cost. Additionally, from time to time, the Foundation and Limited reimburse Reach Media for expenditures paid on their behalf at Reach Media related events. Under these arrangements, as of March 31, 2017, the Foundation and Limited owed $ 14,000 2,000 3,000 11,000 |
ORGANIZATION AND SUMMARY OF S20
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data): Three Months Ended March 31, 2017 2016 (Unaudited) Numerator: Net loss attributable to common stockholders $ (2,313) $ (3,947) Denominator: Denominator for basic net loss per share - weighted-average outstanding shares 47,965,189 48,664,524 Effect of dilutive securities: Stock options and restricted stock - - Denominator for diluted net loss per share - weighted-average outstanding shares 47,965,189 48,664,524 Net loss attributable to common stockholders per share basic and diluted $ (0.05) $ (0.08) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | All stock options and restricted stock awards were excluded from the diluted calculation for the three months ended March 31, 2017 and 2016, as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation. Three Months Ended March 31, 2017 2016 (Unaudited) (In thousands) Stock options 3,600 3,656 Restricted stock awards 364 1,021 |
Fair Value, by Balance Sheet Grouping [Table Text Block] | As of March 31, 2017, and December 31, 2016, 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 (Unaudited) (In thousands) As of March 31, 2017 Liabilities subject to fair value measurement: Employment agreement award (a) $ 28,006 $ $ $ 28,006 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 11,621 $ $ $ 11,621 As of December 31, 2016 Liabilities subject to fair value measurement: Employment agreement award (a) $ 26,965 $ $ $ 26,965 Mezzanine equity subject to fair value measurement: Redeemable noncontrolling interests (b) $ 12,410 $ $ $ 12,410 (a) Pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) was eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4 , (b) 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. |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Employment Redeemable Agreement Noncontrolling Award Interests (In thousands) Balance at December 31, 2016 $ 26,965 $ 12,410 Net loss attributable to noncontrolling interests (44) Change in fair value 1,041 (745) Balance at March 31, 2017 $ 28,006 $ 11,621 The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date $ (1,041) $ |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | Losses included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the three months ended March 31, 2017 and 2016 . As of As of March 31, December 2017 31, 2016 Significant Unobservable Significant Unobservable Level 3 liabilities Valuation Technique Inputs Input Value Employment agreement award Discounted Cash Flow Discount Rate 11.0 % 11.0 % Employment agreement award Discounted Cash Flow Long-term Growth Rate 2.5 % 2.5 % Redeemable noncontrolling interest Discounted Cash Flow Discount Rate 10.5 % 10.5 % Redeemable noncontrolling interest Discounted Cash Flow Long-term Growth Rate 1.0 % 1.0 % |
GOODWILL AND RADIO BROADCASTI21
GOODWILL AND RADIO BROADCASTING LICENSES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Radio Broadcasting Licenses [Abstract] | |
Schedule Of Changes In Carrying Amount Of Goodwill [Table Text Block] | The table below presents the changes in Company’s goodwill carrying values for its four reportable segments. Radio Reach Cable Broadcasting Media Digital Television Segment Segment Segment Segment Total (In thousands) Gross goodwill $ 154,863 $ 30,468 $ 23,004 $ 165,044 $ 373,379 Accumulated impairment losses (84,436) (16,114) (14,545) (115,095) Net goodwill at March 31, 2017 $ 70,427 $ 14,354 $ 8,459 $ 165,044 $ 258,284 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule Of Long Term Debt [Table Text Block] | Long-term debt consisted of the following: March 31, 2017 December 31, 2016 (Unaudited) (In thousands) 2015 Credit Facility $ 343,875 $ 344,750 9.25% Senior Subordinated Notes due February 2020 315,000 315,000 7.375% Senior Secured Notes due April 2022 350,000 350,000 Comcast Note due April 2019 11,872 11,872 Total debt 1,020,747 1,021,622 Less: current portion of long-term debt 3,500 3,500 Less: original issue discount and issuance costs 14,041 15,386 Long-term debt, net $ 1,003,206 $ 1,002,736 |
Schedule of Maturities of Long-term Debt [Table Text Block] | 9.25% Senior Subordinated 7.375% Senior Comcast Note 2015 Notes due Secured Notes due due April 2019 Credit Facility February 2020 April 2022 Total (In thousands) April December 2017 $ $ 2,625 $ $ $ 2,625 2018 341,250 341,250 2019 11,872 11,872 2020 315,000 315,000 2021 2022 and thereafter 350,000 350,000 Total Debt $ 11,872 $ 343,875 $ 315,000 $ 350,000 $ 1,020,747 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Transactions and other information relating to stock options for the three months ended March 31, 2017, Weighted-Average Remaining Aggregate Number of Weighted-Average Contractual Term Intrinsic Options Exercise Price (In Years) Value Outstanding at December 31, 2016 3,700,000 $ 2.03 4.21 $ 3,675,000 Grants $ Exercised $ Forfeited/cancelled/expired 100,000 $ 7.50 Balance as of March 31, 2017 3,600,000 $ 1.88 4.08 $ 5,110,000 Vested and expected to vest at March 31, 2017 3,559,000 $ 1.88 4.03 $ 5,060,000 Unvested at March 31, 2017 250,000 $ 2.12 8.55 $ 300,000 Exercisable at March 31, 2017 3,350,000 $ 1.86 3.75 $ 4,810,000 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | Transactions and other information relating to restricted stock grants for the three months ended March 31, 2017, are summarized below: Average Fair Value at Grant Shares Date Unvested at December 31, 2016 358,000 $ 2.31 Grants $ Vested 11,000 $ 1.49 Forfeited/cancelled/expired $ Unvested at March 31, 2017 347,000 $ 2.33 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Detailed segment data for the three months ended March 31, 2017 and 2016, is presented in the following tables: Three Months Ended March 31, 2017 2016 (Unaudited) (In thousands) (As reclassified) Net Revenue: Radio Broadcasting $ 39,737 $ 42,733 Reach Media 7,663 10,454 Digital 5,506 6,481 Cable Television 48,554 49,474 Corporate/Eliminations/Other* (171) (54) Consolidated $ 101,289 $ 109,088 Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets): Radio Broadcasting $ 26,317 $ 27,423 Reach Media 7,915 8,446 Digital 6,644 6,238 Cable Television 29,187 30,877 Corporate/Eliminations/Other 6,461 8,614 Consolidated $ 76,524 $ 81,598 Depreciation and Amortization: Radio Broadcasting $ 957 $ 1,144 Reach Media 54 42 Digital 341 444 Cable Television 6,561 6,553 Corporate/Eliminations/Other 399 499 Consolidated $ 8,312 $ 8,682 Operating income (loss): Radio Broadcasting $ 12,463 $ 14,166 Reach Media (306) 1,966 Digital (1,479) (201) Cable Television 12,806 12,044 Corporate/Eliminations/Other (7,031) (9,167) Consolidated $ 16,453 $ 18,808 * Intercompany revenue included in net revenue above is as follows: Radio Broadcasting $ (171) $ (54) Capital expenditures by segment are as follows: Radio Broadcasting $ 1,025 $ 403 Reach Media 46 117 Digital 186 462 Cable Television 96 108 Corporate/Eliminations/Other 106 159 Consolidated $ 1,459 $ 1,249 March 31, 2017 December 31, 2016 (Unaudited) (In thousands) Total Assets: Radio Broadcasting $ 776,377 $ 781,450 Reach Media 40,974 37,192 Digital 16,408 17,749 Cable Television 446,852 446,880 Corporate/Eliminations/Other 72,183 75,515 Consolidated $ 1,352,794 $ 1,358,786 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Event [Line Items] | |
Schedule of Subsequent Events [Table Text Block] | Future scheduled minimum principal payments of debt as of the date of this filing, are as follows: 9.25% Senior Subordinated 7.375% Senior Comcast Note 2017 Notes due Secured Notes due due April 2019 Credit Facility February 2020 April 2022 Total (In thousands) April December 2017 $ $ 2,625 $ $ $ 2,625 2018 3,500 3,500 2019 11,872 3,500 15,372 2020 3,500 315,000 318,500 2021 3,500 3,500 2022 and thereafter 333,375 350,000 683,375 Total Debt $ 11,872 $ 350,000 $ 315,000 $ 350,000 $ 1,026,872 |
ORGANIZATION AND SUMMARY OF S26
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (2,313) | $ (3,947) |
Denominator: | ||
Denominator for basic net loss per share - weighted average outstanding shares (in shares) | 47,965,189 | 48,664,524 |
Effect of dilutive securities: | ||
Stock options and restricted stock (in shares) | 0 | 0 |
Denominator for diluted net loss per share - weighted-average outstanding shares (in shares) | 47,965,189 | 48,664,524 |
Net loss attributable to common stockholders per share - basic and diluted (in dollars per share) | $ (0.05) | $ (0.08) |
ORGANIZATION AND SUMMARY OF S27
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restricted Stock [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 364 | 1,021 |
Employee Stock Option [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,600 | 3,656 |
ORGANIZATION AND SUMMARY OF S28
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | [1] | $ 11,621 | $ 12,410 |
Fair Value, Inputs, Level 1 [Member] | |||
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | [1] | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | |||
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | [1] | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | |||
Mezzanine equity subject to fair value measurement: | |||
Redeemable noncontrolling interests | [1] | 11,621 | 12,410 |
Employment Agreement Award [Member] | |||
Liabilities subject to fair value measurement: | |||
Employment agreement award | [2] | 28,006 | 26,965 |
Employment Agreement Award [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities subject to fair value measurement: | |||
Employment agreement award | [2] | 0 | 0 |
Employment Agreement Award [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities subject to fair value measurement: | |||
Employment agreement award | [2] | 0 | 0 |
Employment Agreement Award [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities subject to fair value measurement: | |||
Employment agreement award | [2] | $ 28,006 | $ 26,965 |
[1] | 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. | ||
[2] | 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. There are probability factors included in the calculation of the award related to the likelihood that the award will be realized. The Company’s obligation to pay the award was triggered after the Company’s recovery of the aggregate amount of our pre-Comcast Buyout capital contribution 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 the discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. 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. While a new employment agreement has not been executed as of the date of this report, the CEO is being compensated according to the new terms approved by the Compensation Committee. |
ORGANIZATION AND SUMMARY OF S29
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Employment Agreement Award [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | $ 26,965 |
Net loss attributable to noncontrolling interests | 0 |
Change in fair value | 1,041 |
Balance, end of period | 28,006 |
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date | (1,041) |
Redeemable Noncontrolling Interests [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | 12,410 |
Net loss attributable to noncontrolling interests | (44) |
Change in fair value | (745) |
Balance, end of period | 11,621 |
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date | $ 0 |
ORGANIZATION AND SUMMARY OF S30
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Employment Agreement Award [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Inputs, Discount Rate | 11.00% | 11.00% |
Fair Value Inputs, Long-term Growth Rate | 2.50% | 2.50% |
Redeemable Noncontrolling Interest [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair Value Inputs, Discount Rate | 10.50% | 10.50% |
Fair Value Inputs, Long-term Growth Rate | 1.00% | 1.00% |
ORGANIZATION AND SUMMARY OF S31
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Nov. 30, 2016 | Apr. 10, 2015 | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Debt Instrument, Fair Value Disclosure | $ 305,600,000 | $ 283,500,000 | ||||
Cost of Goods and Services Sold, Total | 31,897,000 | $ 34,003,000 | ||||
Selling, General and Administrative Expense, Total | 34,519,000 | 35,536,000 | ||||
Related Party Transaction, Due from (to) Related Party, Total | $ 2,300,000 | 426,000 | ||||
Related Party Transaction, Terms and Manner of Settlement | The fee is up to the first $1.0 million after the Fantastic Voyage nets $250,000 to the Foundation. The balance of any operating income is earned by the Foundation less a performance bonus of 50% to Reach Media of any excess over $1.25 million. | The fee is up to the first $1.0 million after the Fantastic Voyage nets $250,000 to the Foundation. The balance of any operating income is earned by the Foundation less a performance bonus of 50% to Reach Media of any excess over $1.25 million. | ||||
Operating Income (Loss) | $ 16,453,000 | 18,808,000 | ||||
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% | |||||
MGM National Harbor [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Investment Owned, at Cost | $ 35,000,000 | $ 5,000,000 | ||||
Employment Agreement Award [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Selling, General and Administrative Expense, Total | $ 1 | 2.3 | ||||
Barter Transactions [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Advertising Barter Transactions, Advertising Barter Revenue | 501,000 | 608,000 | ||||
Cost of Goods and Services Sold, Total | 460,000 | 567,000 | ||||
Selling, General and Administrative Expense, Total | 41,000 | 41,000 | ||||
Radio broadcasting and Reach Media segments [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Sales Commissions and Fees | $ 5,700,000 | 6,300,000 | ||||
Maximum [Member] | MGM National Harbor [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Investment Owned, at Cost | $ 40,000,000 | |||||
Launch Support Assets [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Finite Lived Intangible Assets Weighted Average Amortization Period | 9 years 4 months 24 days | |||||
Finite Lived Intangible Assets Remaining Weighted Average Amortization Period | 7 years 9 months 18 days | 8 years | ||||
Amortization of Intangible Assets | $ 51,000 | $ 20,000 | ||||
Content Assets [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Amortization of Intangible Assets | $ 1.9 | |||||
Chief Executive Officer [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Percentage Of Award Amount | 4.00% | |||||
Reassessed Estimated Fair Value of Award | $ 28,000,000 | 27,000,000 | ||||
Tom Joyner Foundation Inc [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Related Party Transaction, Due from (to) Related Party, Total | 14,000 | 3,000 | ||||
Tom Joyner Limited [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Related Party Transaction, Due from (to) Related Party, Total | 2,000 | 11,000 | ||||
Senior Subordinated Notes due February 2020 [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Long-term Debt, Gross | 315,000,000 | 315,000,000 | ||||
Debt Instrument, Fair Value Disclosure | $ 344,800,000 | 344,800,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | |||||
Senior Subordinated Notes due March 2022 [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Long-term Debt, Gross | $ 343,900,000 | |||||
Debt Instrument, Fair Value Disclosure | $ 350,000,000 | 350,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | |||||
Senior Secured Credit Facility [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Long-term Debt, Gross | $ 350,000,000 | |||||
Debt Instrument, Fair Value Disclosure | 346,500,000 | $ 346,500,000 | ||||
Tv One Llc [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Sales Commissions and Fees | $ 3,900,000 | $ 4,200,000 | ||||
Reach Media Inc [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80.00% | |||||
Related Party Transaction, Terms and Manner of Settlement | The balance of any operating income is earned by the Foundation less a performance bonus of 50% to Reach Media of any excess over $1.25 million. Reach Media’s earnings for the Fantastic Voyage may not exceed $1.7 million. | |||||
Reach Media Inc [Member] | Fantastic Voyage [Member] | ||||||
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||||||
Operating Income (Loss) | $ 1,000,000 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Proceeds from Divestiture of Businesses | $ 25,000,000 | |
Assets Held-for-sale, Not Part of Disposal Group | 2,100,000 | $ 2,200,000 |
Wilks [Member] | FM Station [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 861,000 | |
Business Acquisition Purchase Price Allocation Indefinite Lived Intangible Assets, Radio Broadcasting Licenses | 1,500,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Intangible Assets | 84,000 | |
Business Combination Unfavorable Lease Liability | 443,000 | |
Columbus Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | $ 2,000,000 |
GOODWILL AND RADIO BROADCASTI33
GOODWILL AND RADIO BROADCASTING LICENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items] | ||
Gross goodwill | $ 373,379 | |
Accumulated impairment losses | (115,095) | |
Net goodwill at March 31, 2017 | 258,284 | $ 258,284 |
Radio Broadcasting Segment [Member] | ||
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items] | ||
Gross goodwill | 154,863 | |
Accumulated impairment losses | (84,436) | |
Net goodwill at March 31, 2017 | 70,427 | |
Reach Media Segment [Member] | ||
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items] | ||
Gross goodwill | 30,468 | |
Accumulated impairment losses | (16,114) | |
Net goodwill at March 31, 2017 | 14,354 | |
Digital Segment [Member] | ||
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items] | ||
Gross goodwill | 23,004 | |
Accumulated impairment losses | (14,545) | |
Net goodwill at March 31, 2017 | 8,459 | |
Cable Television Segment [Member] | ||
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items] | ||
Gross goodwill | 165,044 | |
Accumulated impairment losses | 0 | |
Net goodwill at March 31, 2017 | $ 165,044 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,020,747 | $ 1,021,622 |
Less: current portion of long-term debt | 3,500 | 3,500 |
Less: original issue discount and issuance costs | 14,041 | 15,386 |
Long-term debt, net | 1,003,206 | 1,002,736 |
2015 Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 343,875 | 344,750 |
9.25% Senior Subordinated Notes due February 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 315,000 | 315,000 |
7.375% Senior Secured Notes due April 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 350,000 | 350,000 |
Comcast Note due April 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 11,872 | $ 11,872 |
LONG-TERM DEBT (Details 1)
LONG-TERM DEBT (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
April - December 2017 | $ 2,625 | |
2,018 | 341,250 | |
2,019 | 11,872 | |
2,020 | 315,000 | |
2,021 | 0 | |
2022 and thereafter | 350,000 | |
Total Debt | 1,020,747 | $ 1,021,622 |
Comcast Note due April 2019 [Member] | ||
Debt Instrument [Line Items] | ||
April - December 2017 | 0 | |
2,018 | 0 | |
2,019 | 11,872 | |
2,020 | 0 | |
2,021 | 0 | |
2022 and thereafter | 0 | |
Total Debt | 11,872 | 11,872 |
2015 Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
April - December 2017 | 2,625 | |
2,018 | 341,250 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2022 and thereafter | 0 | |
Total Debt | 343,875 | |
9.25% Senior Subordinated Notes due February 2020 [Member] | ||
Debt Instrument [Line Items] | ||
April - December 2017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 315,000 | |
2,021 | 0 | |
2022 and thereafter | 0 | |
Total Debt | 315,000 | 315,000 |
7.375% Senior Secured Notes due April 2022 [Member] | ||
Debt Instrument [Line Items] | ||
April - December 2017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2022 and thereafter | 350,000 | |
Total Debt | $ 350,000 | $ 350,000 |
LONG-TERM DEBT (Details Textual
LONG-TERM DEBT (Details Textual) - USD ($) | Feb. 10, 2014 | Apr. 21, 2016 | Apr. 17, 2015 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Feb. 25, 2011 |
Debt Instrument [Line Items] | ||||||||
Letters of Credit Outstanding, Amount | $ 815,000 | |||||||
Interest Expense, Total | 20,346,000 | $ 20,638,000 | ||||||
Comcast Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 11,900,000 | $ 11,900,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.47% | |||||||
Debt Financing Cost [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Expense, Total | $ 1,400,000 | $ 1,300,000 | ||||||
2022 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 350,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | |||||||
Private Offering [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Maturity Date | Apr. 15, 2022 | |||||||
Senior Subordinated Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Periodic Payment, Interest | 14,600,000 | |||||||
Gains (Losses) on Extinguishment of Debt, Total | $ 2,600,000 | |||||||
Debt Instrument, Repurchase Amount | $ 20,000,000 | |||||||
Debt Instrument, Redemption Price, Percentage | 86.00% | |||||||
9.25% Senior Subordinated Notes due February 2020 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Gross | $ 315,000,000 | $ 315,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.25% | |||||||
Debt Instrument, Description | The 2020 Notes were offered at an original issue price of 100.0% plus accrued interest from February 10, 2014. | |||||||
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, Interest Rate, Stated Percentage | 9.25% | |||||||
Debt Instrument, Maturity Date | Feb. 15, 2020 | |||||||
Debt Instrument, Periodic Payment | $ 15,500,000 | |||||||
Debt Instrument, Date of First Required Payment | Aug. 15, 2014 | |||||||
TV One Senior Secured Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 119,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
7.375% Senior Subordinated Notes due April 2022 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | |||||||
2015 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, 2015 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, 2015 and the last day of each fiscal quarter thereafter. | |||||||
Long-term Debt, Gross | $ 350,000,000 | $ 343,900,000 | ||||||
Debt Instrument, Interest Rate Terms | At the Companys election, the interest rate on borrowings under the 2015 Credit Facilitywas based on either (i) the then applicable base rate plus 3.5% (as defined in the 2015 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) a rate of 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, and (c) the one-month LIBOR commencing on such day plus 1.00%), or (ii) the then applicable LIBOR plus 4.5% (as defined in the 2015 Credit Facility). The average interest rate was approximately 5.28% for 2017 and 5.11% for 2016. Quarterly installments of 0.25%, or $875,000, of the principal balance on the term loan were payable on the last day of each March, June, September and December beginning on September 30, 2015. During each of the three month periods ended March 31, 2017 and March 31, 2016, the Company repaid $875,000 under the 2015 Credit Facility. See Note 9 Subsequent Events. | |||||||
2015 Credit Facility [Member] | 2022 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Description | an original issue price of 100.0% plus accrued interest | |||||||
Asset Backed Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | |||||||
Percentage Borrowing Of Eligible Accounts | 85.00% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Line Items] | ||
Income Tax Expense (Benefit) | $ (112,000) | $ 1,775,000 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | $ (2,469,000) | $ (1,751,000) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 4.50% | |
Tax Rate Based On Estimated Annual Effective Rate | 18.60% | |
Estimated Annual Discrete Tax Provision Adjustment | $ 346,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Employee Stock Option [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding at Beginning of Year | 3,700,000 | |
Number of Options, Grants | 0 | |
Number of Options, Exercised | 0 | |
Number Of Option, Forfeited/cancelled/expired | 100,000 | |
Number of Options, Balance at End of Year | 3,600,000 | 3,700,000 |
Number of Options, Vested and expected to vest | 3,559,000 | |
Number of Options, Unvested | 250,000 | |
Number of Options, Exercisable | 3,350,000 | |
Weighted-Average Exercise Price, Outstanding at Beginning of Year (in dollars per share) | $ 2.03 | |
Weighted-Average Exercise Price, Grants (in dollars per share) | 0 | |
Weighted-Average Exercise Price, Exercised (in dollars per share) | 0 | |
Weighted-Average Exercise Price, Forfeited/cancelled/expired (in dollars per share) | 7.50 | |
Weighted-Average Exercise Price, Balance at End of Year (in dollars per share) | 1.88 | $ 2.03 |
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share) | 1.88 | |
Weighted-Average Exercise Price, Unvested (in dollars per share) | 2.12 | |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ 1.86 | |
Weighted-Average Remaining Contractual Term, Outstanding (in years) | 4 years 29 days | 4 years 2 months 16 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years) | 4 years 11 days | |
Weighted-Average Remaining Contractual Term, Unvested (in years) | 8 years 6 months 18 days | |
Weighted-Average Remaining Contractual Term, Exercisable (in years) | 3 years 9 months | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 5,060,000 | |
Aggregate Intrinsic Value, Unvested | 300,000 | |
Aggregate Intrinsic Value, Exercisable | 4,810,000 | |
Aggregate Intrinsic Value, Outstanding at End of Year | $ 5,110,000 | $ 3,675,000 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested at beginning of year | shares | 358,000 |
Shares, Grants | shares | 0 |
Shares, Vested | shares | 11,000 |
Shares, Forfeited/cancelled/expired | shares | 0 |
Shares, Unvested at end of year | shares | 347,000 |
Average Fair Value at Grant Date, Unvested at beginning of year (in dollars per share) | $ / shares | $ 2.31 |
Average Fair Value at Grant Date, Grants (in dollars per share) | $ / shares | 0 |
Average Fair Value at Grant Date, Vested (in dollars per share) | $ / shares | 1.49 |
Average Fair Value at Grant Date, Forfeited/cancelled/expired (in dollars per share) | $ / shares | 0 |
Average Fair Value at Grant Date, Unvested at end of year (in dollars per share) | $ / shares | $ 2.33 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Oct. 26, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 23, 2016 | Dec. 31, 2015 | Dec. 31, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Repurchased During Period, Value | $ 915,000 | |||||
Share-based Compensation, Total | 133,000 | $ 772,000 | ||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ 90,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 1 month 6 days | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 0 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $ 40,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.32 | |||||
Repurchase Program 2015 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | $ 3,500,000 | |||||
Common Class D [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Repurchased During Period, Shares | 60,566 | |||||
Stock Repurchased During Period, Value | $ 81,000 | |||||
Repurchase Of Common Stock Price Per Share | $ 1.34 | |||||
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] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 7,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,250,000 | |||||
Common Class D [Member] | Amended and Restated 2009 Stock Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 7,932,932 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 1,000,000 | |||||
Common Class D [Member] | Stock Vest Tax Repurchase [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Repurchased During Period, Shares | 317,103 | 330,111 | ||||
Stock Repurchased During Period, Value | $ 915,000 | $ 568,000 | ||||
Repurchase Of Common Stock Price Per Share | $ 2.89 | $ 1.72 | ||||
Common Class D [Member] | CEO, Radio Division [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 100,000 | |||||
Common Class D [Member] | CEO, Radio Division [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 300,000 | |||||
Class A and D Common Stock [Member] | Repurchase Program 2015 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Repurchase Program, Authorized Amount | $ 7,000,000 | $ 7,000,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | ||||
Net Revenue | $ 101,289 | $ 109,088 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets) | 76,524 | 81,598 | ||
Depreciation and Amortization | 8,312 | 8,682 | ||
Operating income (loss) | 16,453 | 18,808 | ||
Total Assets | 1,352,794 | $ 1,358,786 | ||
Payments to Acquire Property, Plant, and Equipment, Total | 1,459 | 1,249 | ||
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Payments to Acquire Property, Plant, and Equipment, Total | 1,459 | 1,249 | ||
Radio Broadcasting [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | 39,737 | 42,733 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets) | 26,317 | 27,423 | ||
Depreciation and Amortization | 957 | 1,144 | ||
Operating income (loss) | 12,463 | 14,166 | ||
Total Assets | 776,377 | 781,450 | ||
Radio Broadcasting [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | (171) | (54) | ||
Payments to Acquire Property, Plant, and Equipment, Total | 1,025 | 403 | ||
Reach Media [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | 7,663 | 10,454 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets) | 7,915 | 8,446 | ||
Depreciation and Amortization | 54 | 42 | ||
Operating income (loss) | (306) | 1,966 | ||
Total Assets | 40,974 | 37,192 | ||
Reach Media [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Payments to Acquire Property, Plant, and Equipment, Total | 46 | 117 | ||
Cable Television [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | 48,554 | 49,474 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets) | 29,187 | 30,877 | ||
Depreciation and Amortization | 6,561 | 6,553 | ||
Operating income (loss) | 12,806 | 12,044 | ||
Total Assets | 446,852 | 446,880 | ||
Cable Television [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Payments to Acquire Property, Plant, and Equipment, Total | 96 | 108 | ||
Corporate/Eliminations/Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | [1] | (171) | (54) | |
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets) | 6,461 | 8,614 | ||
Depreciation and Amortization | 399 | 499 | ||
Operating income (loss) | (7,031) | (9,167) | ||
Total Assets | 72,183 | 75,515 | ||
Corporate/Eliminations/Other [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Payments to Acquire Property, Plant, and Equipment, Total | 106 | 159 | ||
Digital [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Revenue | 5,506 | 6,481 | ||
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets) | 6,644 | 6,238 | ||
Depreciation and Amortization | 341 | 444 | ||
Operating income (loss) | (1,479) | (201) | ||
Total Assets | 16,408 | $ 17,749 | ||
Digital [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Payments to Acquire Property, Plant, and Equipment, Total | $ 186 | $ 462 | ||
[1] | Intercompany revenue included in net revenue above is as follows: |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Line Items] | ||
Radio Music License Committee Agreement Term | 5 years | |
Music License Agreements [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
License Costs | $ 1,700,000 | $ 2,600,000 |
Standby Letters Of Credit [Member] | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability | $ 815,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Apr. 18, 2017 | Mar. 31, 2017 |
Subsequent Event [Line Items] | ||
April - December 2017 | $ 2,625 | |
2,018 | 341,250 | |
2,019 | 11,872 | |
2,020 | 315,000 | |
2,021 | $ 0 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
April - December 2017 | $ 2,625 | |
2,018 | 3,500 | |
2,019 | 15,372 | |
2,020 | 318,500 | |
2,021 | 3,500 | |
2022 and thereafter | 683,375 | |
Total Debt | 1,026,872 | |
Comcast Note due Two Thousand Ninteen [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
April - December 2017 | 0 | |
2,018 | 0 | |
2,019 | 11,872 | |
2,020 | 0 | |
2,021 | 0 | |
2022 and thereafter | 0 | |
Total Debt | 11,872 | |
Credit Facility 2017 [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
April - December 2017 | 2,625 | |
2,018 | 3,500 | |
2,019 | 3,500 | |
2,020 | 3,500 | |
2,021 | 3,500 | |
2022 and thereafter | 333,375 | |
Total Debt | 350,000 | |
9.25% Senior Subordinated Notes due February 2020 [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
April - December 2017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 315,000 | |
2,021 | 0 | |
2022 and thereafter | 0 | |
Total Debt | 315,000 | |
7.375% Senior Secured Notes due April 2022 [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
April - December 2017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
2022 and thereafter | 350,000 | |
Total Debt | $ 350,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Subsequent Event [Member] - USD ($) $ in Thousands | May 02, 2017 | Apr. 04, 2017 | Apr. 28, 2017 | Apr. 18, 2017 |
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | $ 1,026,872 | |||
Proceeds from Sale of Property Held-for-sale | $ 25,000 | |||
Proceeds from Sale of Other Assets | $ 2,000 | |||
Business Combination, Consideration Transferred, Other | $ 5,000 | |||
Business Combination, Contingent Consideration, Liability | $ 5,000 | |||
Credit Facility 2017 [Member] | ||||
Subsequent Event [Line Items] | ||||
Long-term Debt, Gross | $ 350,000 | |||
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 either of the Company’s 2022 Notes or the Company’s 2020 Notes. 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). | |||
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 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. | |||
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. |